Sixth Street Specialty Lending (TSLX) 10-Q 2024 Q1 Quarterly report

0001508655us-gaap:FinancialServicesSectorMember2023-12-31

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 10-Q

(Mark One)

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

For the quarterly period ended March 31, 2024

OR

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

For the transition period from to

Commission File Number 001-36364

Sixth Street Specialty Lending, Inc.

(Exact name of registrant as specified in its charter)

Delaware	27-3380000
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
2100 McKinney Avenue, Suite 1500, Dallas, TX	75201
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (469) 621-3001

Not applicable

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
Common Stock, par value $0.01 per share	TSLX	The New York Stock Exchange

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

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

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, 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 ☒

The number of shares of the registrant’s common stock, $.01 par value per share, outstanding at May 1, 2024 was 92,721,556.

1

SIXTH STREET SPECIALTY LENDING, INC.

	INDEX	PAGE NO.
PART I.	FINANCIAL INFORMATION	4
Item 1.	Financial Statements	4
	Consolidated Balance Sheets as of March 31, 2024 (Unaudited) and December 31, 2023	4
	Consolidated Statements of Operations for the three months ended March 31, 2024 and 2023 (Unaudited)	5
	Consolidated Schedules of Investments as of March 31, 2024 (Unaudited) and December 31, 2023	6
	Consolidated Statements of Changes in Net Assets for the three months ended March 31, 2024 and 2023 (Unaudited)	21
	Consolidated Statements of Cash Flows for the three months ended March 31, 2024 and 2023 (Unaudited)	22
	Notes to Consolidated Financial Statements (Unaudited)	23
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	45
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	64
Item 4.	Controls and Procedures	65
PART II.	OTHER INFORMATION	66
Item 1.	Legal Proceedings	66
Item 1A.	Risk Factors	66
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	66
Item 3.	Defaults Upon Senior Securities	66
Item 4.	Mine Safety Disclosures	66
Item 5.	Other Information	66
Item 6.	Exhibits	67
SIGNATURES		68

2

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

This report contains forward-looking statements that involve substantial risks and uncertainties. These forward-looking statements are not historical facts, but rather are based on current expectations, estimates and projections about us, our current and prospective portfolio investments, our industry, our beliefs, and our assumptions. Words such as “anticipates,” “expects,” “intends,” “plans,” “believes,” “seeks,” “estimates,” “would,” “should,” “targets,” “projects,” 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, that could cause actual results to differ materially from those expressed or forecasted in the forward-looking statements.

In addition to factors previously identified elsewhere in the reports and other documents Sixth Street Specialty Lending, Inc. (the “Company”, “we”, “us” or “our”) has filed with the Securities and Exchange Commission, or SEC, the following factors, among others, could cause actual results to differ materially from forward-looking statements or historical performance:

•

an economic downturn, which could impair our portfolio companies’ abilities to continue to operate, and could lead to the loss of some or all of our investments in those portfolio companies;

•

such an economic downturn could disproportionately impact the companies in which we have invested and others that we intend to target for investment, potentially causing us to experience a decrease in investment opportunities and diminished demand for capital from these companies;

•

such an economic downturn could also impact availability and pricing of our financing;

•

an inability to access the capital markets could impair our ability to raise capital and our investment activities;

•

inflation could negatively impact our business, including our ability to access the debt markets on favorable terms, or could negatively impact our portfolio companies; and

•

the risks, uncertainties and other factors we identify in the section entitled “Risk Factors” in this report, in our Annual Report on Form 10-K for the year ended December 31, 2023, filed with the SEC on February 15, 2024, and elsewhere in our filings with the SEC.

Although we believe that the assumptions on which these forward-looking statements are based are reasonable, some of those assumptions are based on the work of third parties and any of those assumptions could prove to be inaccurate; as a result, forward-looking statements based on those assumptions also could prove to be inaccurate. In light of these and other uncertainties, the inclusion of a 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. You should not place undue reliance on these forward-looking statements, which apply only as of the date of this report. We do not undertake any obligation to update or revise any forward-looking statements or any other information contained herein, except as required by applicable law.

The “TSLX” and “TAO” marks are marks of Sixth Street.

3

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

Sixth Street Specialty Lending, Inc.

Consolidated Balance Sheets

(Amounts in thousands, except share and per share amounts)

(Unaudited)

	March 31,			December 31,
	2024			2023
Assets
Investments at fair value
Non-controlled, non-affiliated investments (amortized cost of $3,279,013 and $3,172,853, respectively)	$	3,319,997		$	3,223,152
Controlled, affiliated investments (amortized cost of $80,639 and $78,159, respectively)		60,012			59,913
Total investments at fair value (amortized cost of $3,359,652 and $3,251,012, respectively)		3,380,009			3,283,065
Cash and cash equivalents (restricted cash of $29,100 and $23,979, respectively)		35,890			25,196
Interest receivable		31,258			27,969
Prepaid expenses and other assets		4,865			7,578
Total Assets	$	3,452,022		$	3,343,808
Liabilities
Debt (net of deferred financing costs of $25,258 and $21,930, respectively)	$	1,804,347		$	1,780,307
Management fees payable to affiliate		12,199			11,962
Incentive fees on net investment income payable to affiliate		10,928			11,451
Incentive fees on net capital gains accrued to affiliate		9,601			10,446
Other payables to affiliate		2,701			2,802
Other liabilities		30,240			30,465
Total Liabilities		1,870,016			1,847,433
Commitments and contingencies (Note 8)
Net Assets
Preferred stock, $0.01 par value; 100,000,000 shares authorized; no shares    issued and outstanding		—			—
Common stock, $0.01 par value; 400,000,000 shares authorized, 92,785,806    and 88,493,749 shares issued, respectively; and 92,121,556 and 87,829,499    shares outstanding, respectively		928			885
Additional paid-in capital		1,492,511			1,405,173
Treasury stock at cost; 664,250 and 664,250 shares held, respectively		(10,459	)		(10,459	)
Distributable earnings		99,026			100,776
Total Net Assets		1,582,006			1,496,375
Total Liabilities and Net Assets	$	3,452,022		$	3,343,808
Net Asset Value Per Share	$	17.17		$	17.04

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

4

Sixth Street Specialty Lending, Inc.

Consolidated Statements of Operations

(Amounts in thousands, except share and per share amounts)

(Unaudited)

	Three Months Ended
	March 31, 2024			March 31, 2023
Income
Investment income from non-controlled, non-affiliated investments:
Interest from investments	$	102,407		$	88,434
Paid-in-kind interest income		8,108			3,003
Dividend income		780			608
Other income		4,254			2,757
Total investment income from non-controlled, non-affiliated investments		115,549			94,802
Investment income from controlled, affiliated investments:
Interest from investments		2,230			1,702
Other income		4			1
Total investment income from controlled, affiliated investments		2,234			1,703
Total Investment Income		117,783			96,505
Expenses
Interest		39,032			28,486
Management fees		12,597			10,733
Incentive fees on net investment income		10,928			9,481
Incentive fees on net capital gains		(845	)		1,758
Professional fees		1,751			1,756
Directors’ fees		220			183
Other general and administrative		1,286			1,014
Total expenses		64,969			53,411
Management and incentive fees waived (Note 3)		(398	)		(256	)
Net Expenses		64,571			53,155
Net Investment Income Before Income Taxes		53,212			43,350
Income taxes, including excise taxes		850			413
Net Investment Income		52,362			42,937
Unrealized and Realized Gains (Losses)
Net change in unrealized gains (losses):
Non-controlled, non-affiliated investments		(9,315	)		11,754
Controlled, affiliated investments		(2,381	)		(6,204	)
Translation of other assets and liabilities in foreign currencies		4,727			(1,004	)
Interest rate swaps		—			231
Total net change in unrealized gains (losses)		(6,969	)		4,777
Realized gains (losses):
Non-controlled, non-affiliated investments		2,234			4,814
Foreign currency transactions		(109	)		424
Total net realized gains (losses)		2,125			5,238
Total Net Unrealized and Realized Gains (Losses)		(4,844	)		10,015
Increase (Decrease) in Net Assets Resulting from Operations	$	47,518		$	52,952
Earnings per common share—basic and diluted	$	0.53		$	0.65
Weighted average shares of common stock outstanding—basic and diluted		89,032,381			81,400,843

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

5

Sixth Street Specialty Lending, Inc.

Consolidated Schedule of Investments as of March 31, 2024

(Amounts in thousands, except share amounts)

(Unaudited)

6

Company (1)	Investment	Initial Acquisition Date	Reference Rate and Spread	Interest Rate		Amortized Cost (2)(7)		Fair Value (8)	Percentage of Net Assets
Debt Investments
Automotive
Bestpass, Inc. (3)(5)	First-lien loan ($44,688 par, due 5/2029)	5/26/2023	SOFR + 5.75%	11.08%	$	43,514	$	44,464	2.8%
Truck-Lite Co., LLC (3)	First-lien loan ($40,437 par, due 2/2031)	2/13/2024	SOFR + 5.75%	11.06%		39,994		40,101	2.5%
	First-lien revolving loan ($146 par, due 2/2030)	2/13/2024	SOFR + 5.75%	11.06%		103		113	0.0%
						83,611		84,678	5.3%
Business Services
Alpha Midco, Inc. (3)(5)	First-lien loan ($68,928 par, due 8/2025)	8/15/2019	SOFR + 7.63%	12.93%		68,410		69,793	4.4%
Artisan Bidco, Inc.(3)	First-lien loan ($38,015 par, due 11/2029)	11/7/2023	SOFR + 7.00%	12.32%		37,184		37,469	2.4%
	First-lien loan (EUR 17,691 par, due 11/2029)	11/7/2023	E + 7.00%	10.92%		18,646		18,867  (EUR 17,470)	1.2%
Azurite Intermediate Holdings, Inc. (3)	First-lien loan ($13,063 par, due 3/2031)	3/19/2024	SOFR + 6.50%	11.83%		12,574		12,588	0.8%
BCTO Ignition Purchaser, Inc. (3)	First-lien holdco loan ($32,913 par, due 10/2030)	4/18/2023	SOFR + 9.00%	14.30% PIK		32,083		33,324	2.1%
Crewline Buyer, Inc.(3)	First-lien loan ($56,324 par, due 11/2030)	11/8/2023	SOFR + 6.75%	12.06%		54,820		55,547	3.5%
Dye & Durham Corp. (3)(4)	First-lien loan (CAD 37,874 par, due 12/2027)	12/3/2021	C + 5.75%	11.04%		28,852		27,987  (CAD 37,874)	1.8%
ExtraHop Networks, Inc. (3)(5)	First-lien loan ($68,247 par, due 7/2027)	7/22/2021	SOFR + 7.60%	12.93%		67,324		68,074	4.3%
ForeScout Technologies, Inc. (3)	First-lien loan ($5,476 par, due 8/2026)	7/1/2022	SOFR + 8.10%	13.41%		5,429		5,498	0.3%
Galileo Parent, Inc. (3)	First-lien loan ($64,579 par, due 5/2030)	5/3/2023	SOFR + 7.25%	12.56%		62,810		63,611	4.0%
	First-lien revolving loan ($4,471 par, due 5/2030)	5/3/2023	SOFR + 7.25%	12.56%		4,214		4,320	0.3%
Information Clearinghouse, LLC and MS Market Service, LLC (3)(5)	First-lien loan ($17,595 par, due 12/2026)	12/20/2021	SOFR + 6.65%	11.98%		17,315		17,727	1.1%
Mitnick Corporate Purchaser, Inc. (3)(9)	First-lien loan ($328 par, due 5/2029)	5/2/2022	SOFR + 4.60%	9.91%		329		314	0.0%
Netwrix Corp. (3)	First-lien loan ($46,358 par, due 6/2029)	6/9/2022	SOFR + 5.00%	10.30%		45,812		46,730	2.9%
OutSystems Luxco SARL(3)(4)(5)	First-lien loan (EUR 3,004 par, due 12/2028)	12/8/2022	E + 5.75%	9.58%		3,099		3,285  (EUR 3,041)	0.2%
Price Fx Inc. (3)(4)	First-lien loan (EUR 910 par, due 10/2029)	10/27/2023	E + 7.00%	10.93%		963		971  (EUR 899)	0.1%
ReliaQuest Holdings, LLC (3)(5)	First-lien loan ($82,626 par, due 10/2026)	10/8/2020	SOFR + 7.25%	12.56%		81,785		83,039	5.2%
Wrangler TopCo, LLC (3)	First-lien loan ($4,153 par, due 7/2029)	7/7/2023	SOFR + 7.50%	12.82%		4,047		4,141	0.3%
						545,696		553,285	34.9%
Chemicals
Erling Lux Bidco SARL(3)(4)	First-lien loan (EUR 7,239 par, due 9/2028)	9/6/2022	E + 6.75%	10.64%		6,833		8,006  (EUR 7,413)	0.5%
	First-lien loan (GBP 13,388 par, due 9/2028)	9/6/2022	S + 6.75%	11.94%		15,127		17,081  (GBP 13,522)	1.1%
	First-lien loan (NOK 7,427 par, due 9/2028)	9/6/2022	N + 6.75%	11.45%		710		691  (NOK 7,501)	0.0%
						22,670		25,778	1.6%
Communications
Babylon Finco Limited (3)(4)	First-lien loan ($1,557 par, due 1/2031)	1/26/2024	SOFR + 6.25%	11.57%		1,507		1,515	0.0%
Banyan Software Holdings, LLC (3)(4)	First-lien loan ($35,449 par, due 10/2026)	1/27/2023	SOFR + 7.35%	12.68%		34,375		35,795	2.3%
Celtra Technologies, Inc. (3)(5)	First-lien loan ($28,851 par, due 11/2026)	11/19/2021	SOFR + 5.75%	11.08%		28,318		28,851	1.8%
IntelePeer Holdings, Inc.	First-lien loan ($33,367 par, due 12/2024) (3)	12/2/2019	SOFR + 8.40%	13.71%		33,352		33,284	2.1%
	Convertible note ($4,790 par, due 5/2028)	5/12/2021	7.50%	7.50% PIK		4,764		5,197	0.3%
						102,316		104,642	6.5%
Education
Astra Acquisition Corp. (3)(14)	Second-lien loan ($43,479 par, due 10/2029)	10/22/2021	SOFR + 9.14%	14.44%		42,833		17,609	1.1%
Destiny Solutions Parent Holding Company (3)(5)	First-lien loan ($59,400 par, due 6/2026)	6/8/2021	SOFR + 5.85%	11.18%		58,776		59,103	3.7%
EMS Linq, Inc. (3)	First-lien loan ($56,216 par, due 12/2027)	12/22/2021	SOFR + 6.35%	11.68%		55,446		55,232	3.5%
	First-lien revolving loan ($2,811 par, due 12/2027)	12/22/2021	SOFR + 6.35%	11.68%		2,702		2,657	0.2%
Kangaroo Bidco AS (3)(4)	First-lien loan ($30,625 par, due 11/2030)	11/2/2023	SOFR + 7.50%	12.90%		29,699		30,013	1.9%
						189,456		164,614	10.4%
Financial Services
Alaska Bidco Oy (3)(4)	First-lien loan (EUR 727 par, due 5/2030)	5/30/2023	E + 6.25%	10.15%		756		785  (EUR 727)	0.0%
BCTO Bluebill Buyer, Inc. (3)(5)	First-lien loan ($29,116 par, due 7/2029)	7/20/2023	SOFR + 7.25%	12.56%		28,147		28,679	1.8%
BlueSnap, Inc. (3)(5)	First-lien loan ($41,790 par, due 10/2025)	10/25/2019	SOFR + 7.15%	12.46%		41,455		41,458	2.6%
BTRS Holdings, Inc.(3)	First-lien loan ($47,526 par, due 12/2028)	12/16/2022	SOFR + 8.00%	13.33%		46,463		47,883	3.0%
	First-lien revolving loan ($2,410 par, due 12/2028)	12/16/2022	SOFR + 7.25%	12.58%		2,296		2,446	0.2%

7

Company (1)	Investment	Initial Acquisition Date	Reference Rate and Spread	Interest Rate	Amortized Cost (2)(7)	Fair Value (8)	Percentage of Net Assets
CLGF Holdco 2, LLC(3)(4)	First-lien loan ($3,916 par, due 11/2027)	11/7/2023	SOFR + 8.50%	13.81%	3,849	3,887	0.2%
	Second-lien loan ($3,357 par, due 11/2028)	11/7/2023	SOFR + 12.00%	17.31%	3,124	3,164	0.2%
Fullsteam Operations, LLC(3)	First-lien loan ($33,479 par, due 11/2029)	11/27/2023	SOFR + 8.40%	13.73%	32,367	33,008	2.1%
Ibis Intermediate Co. (3)(5)	First-lien loan ($1,197 par, due 5/2027)	5/28/2021	SOFR + 4.65%	9.99%	1,071	1,385	0.1%
Ibis US Blocker Co. (3)	First-lien loan ($16,514 par, due 5/2028)	5/28/2021	SOFR + 8.40%	13.74% PIK	16,308	16,556	1.0%
Kyriba Corp. (3)	First-lien loan ($36,399 par, due 4/2028)	12/21/2023	SOFR + 8.50%	13.83% (incl. 8.50% PIK)	35,680	35,816	2.3%
	First-lien loan (EUR 11,158 par, due 4/2028)	12/21/2023	E + 8.50%	12.44% (incl. 8.50% PIK)	12,034	11,870  (EUR 10,991)	0.8%
Passport Labs, Inc.	First-lien loan ($24,857 par, due 4/2026) (3)	4/28/2021	P + 7.25%	15.75%	24,713	24,808	1.6%
	Convertible Promissory Note A ($1,086 par, due 8/2026)	3/2/2023	8.00%	8.00%	1,086	1,485	0.1%
Ping Identity Holding Corp. (3)	First-lien loan ($22,727 par, due 10/2029)	10/17/2022	SOFR + 7.00%	12.33%	22,200	23,165	1.5%
PrimeRevenue, Inc. (3)	First-lien loan ($7,007 par, due 12/2024)	12/31/2018	SOFR + 7.10%	12.43%	7,000	7,073	0.4%
TradingScreen, Inc. (3)(5)	First-lien loan ($50,078 par, due 4/2027)	4/30/2021	SOFR + 6.35%	11.66%	49,220	49,952	3.2%
Volante Technologies, Inc.	First-lien loan ($2,712 par, due 9/2028)	9/29/2023	16.50%	16.50% PIK	2,686	2,678	0.2%
					330,455	336,098	21.3%
Healthcare
BCTO Ace Purchaser, Inc. (3)	First-lien loan ($69,429 par, due 11/2027) (5)	11/23/2020	SOFR + 7.45%	12.79%	68,583	70,296	4.4%
	Second-lien loan ($5,854 par, due 1/2030)	1/23/2023	SOFR + 10.70%	16.02% PIK	5,729	5,898	0.4%
Edge Bidco B.V. (3)(4)(5)	First-lien loan (EUR 5,811 par, due 2/2029)	2/24/2023	E + 7.00%	10.93% (incl. 3.25% PIK)	6,042	6,313  (EUR 5,845)	0.4%
Homecare Software Solutions, LLC (3)(5)	First-lien loan ($65,000 par, due 10/2026)	10/6/2021	SOFR + 5.70%	11.13%	64,093	64,838	4.1%
Merative L.P. (3)(5)	First-lien loan ($70,103 par, due 6/2028)	6/30/2022	SOFR + 7.25%	12.56%	68,285	69,753	4.4%
Raptor US Buyer II Corp. (3)(5)	First-lien loan ($15,530 par, due 3/2029)	3/24/2023	SOFR + 6.75%	12.06%	15,055	15,608	1.0%
SL Buyer Corp. (3)(5)	First-lien loan ($31,875 par, due 7/2029)	7/7/2023	SOFR + 7.75%	13.08%	30,583	31,488	2.0%
					258,370	264,194	16.7%
Hotel, Gaming and Leisure
ASG II, LLC (3)(5)	First-lien loan ($64,457 par, due 5/2028)	5/25/2022	SOFR + 6.40%	11.71%	63,262	64,782	4.1%
Equinox Holdings, Inc.	First-lien loan ($48,044 par, due 3/2029)(3)	3/8/2024	SOFR + 8.25%	13.56% (incl. 4.13% PIK)	47,329	47,443	3.0%
	Second-lien loan ($2,066 par, due 6/2027)	3/13/2024	16.00%	16.00% PIK	2,005	1,999	0.1%
IRGSE Holding Corp. (3)(6)	First-lien loan ($30,261 par, due 6/2024)	12/21/2018	SOFR + 9.65%	14.96%	28,594	30,034	1.9%
	First-lien revolving loan ($30,102 par, due 6/2024)	12/21/2018	SOFR + 9.65%	14.96%	30,102	29,851	1.9%
					171,292	174,109	11.0%
Human Resource Support Services
Axonify, Inc. (3)(4)(5)	First-lien loan ($42,299 par, due 5/2027)	5/5/2021	SOFR + 7.65%	12.92%	41,746	42,412	2.7%
bswift, LLC (3)(5)	First-lien loan ($44,246 par, due 11/2028)	11/7/2022	SOFR + 6.38%	11.70%	43,184	45,021	2.8%
Elysian Finco Ltd. (3)(4)(5)	First-lien loan ($20,087 par, due 1/2028)	1/31/2021	SOFR + 6.65%	12.03% (incl. 6.50% PIK)	19,701	20,564	1.3%
Employment Hero Holdings Pty Ltd. (3)(4)	First-lien loan (AUD 50,000 par, due 12/2026)	12/6/2021	B + 6.25%	10.65%	34,877	32,620  (AUD 50,000)	2.1%
HireVue, Inc.(3)	First-lien loan ($53,978 par, due 5/2029)	5/3/2023	SOFR + 7.25%	12.56%	52,574	54,248	3.4%
	First-lien revolving loan ($1,377 par, due 5/2029)	5/3/2023	SOFR + 7.25%	12.56%	1,207	1,412	0.1%
Madcap Software, Inc.(3)(5)	First-lien loan ($32,419 par, due 12/2026)	12/15/2023	SOFR + 6.10%	11.43%	31,690	31,770	2.0%
PageUp People, Ltd. (3)(4)(5)	First-lien loan (AUD 11,938 par, due 12/2025)	1/11/2018	B + 5.00%	9.35%	9,030	7,788  (AUD 11,938)	0.5%
	First-lien loan (GBP 2,761 par, due 12/2025)	10/28/2021	S + 5.03%	10.24%	3,804	3,488  (GBP 2,761)	0.2%
	First-lien loan ($9,579 par, due 12/2025)	10/28/2021	SOFR + 5.10%	10.43%	9,572	9,579	0.6%
PayScale Holdings, Inc. (3)(5)	First-lien loan ($71,014 par, due 5/2027)	5/3/2019	SOFR + 6.35%	11.58%	70,668	71,191	4.5%
PrimePay Intermediate, LLC (3)(5)	First-lien loan ($34,287 par, due 12/2026)	12/17/2021	SOFR + 7.15%	12.46%	33,636	34,287	2.2%
					351,689	354,380	22.4%
Insurance
Disco Parent, Inc. (3)	First-lien loan ($4,545 par, due 3/2029)	3/30/2023	SOFR + 7.50%	12.84%	4,441	4,570	0.3%
Internet Services
Arrow Buyer, Inc. (3)	First-lien loan ($35,209 par, due 7/2030)	6/30/2023	SOFR + 6.50%	11.80%	34,331	35,209	2.2%
Bayshore Intermediate #2, L.P. (3)	First-lien loan ($37,064 par, due 10/2028)	10/1/2021	SOFR + 7.60%	12.92% PIK	36,584	36,971	2.3%
	First-lien revolving loan ($320 par, due 10/2027)	10/1/2021	SOFR + 6.85%	12.17%	288	314	0.0%
Coupa Holdings, LLC (3)	First-lien loan ($43,191 par, due 2/2030)	2/27/2023	SOFR + 7.50%	12.81%	42,179	44,191	2.8%
CrunchTime Information, Systems, Inc. (3)(5)	First-lien loan ($59,350 par, due 6/2028)	6/17/2022	SOFR + 6.00%	11.33%	58,376	59,795	3.8%

8

Company (1)	Investment	Initial Acquisition Date	Reference Rate and Spread	Interest Rate	Amortized Cost (2)(7)	Fair Value (8)	Percentage of Net Assets
EDB Parent, LLC (3)(5)	First-lien loan ($65,167 par, due 7/2028)	7/7/2022	SOFR + 6.75%	12.08%	64,000	64,679	4.1%
Higher Logic, LLC (3)(5)	First-lien loan ($52,216 par, due 1/2025)	6/18/2018	SOFR + 6.25%	11.56%	52,084	52,347	3.3%
Hippo XPA Bidco AB (3)(4)	First-lien loan (SEK 78,125 par, due 2/2031)	2/20/2024	STIBOR + 6.50%	10.58% (incl. 3.50% PIK)	7,281	7,102  (SEK 75,937)	0.4%
LeanTaaS Holdings, Inc. (3)(5)	First-lien loan ($39,426 par, due 7/2028)	7/12/2022	SOFR + 7.50%	12.81%	38,677	39,883	2.5%
Lithium Technologies, LLC (3)	First-lien loan ($58,342 par, due 1/2025)	10/3/2017	SOFR + 9.00%	14.32% (incl. 4.50% PIK)	58,351	53,237	3.4%
Lucidworks, Inc. (3)(5)	First-lien loan ($9,059 par, due 2/2027)	2/11/2022	SOFR + 7.50%	12.83% (incl. 3.50% PIK)	9,059	9,059	0.6%
Piano Software, Inc. (3)(5)	First-lien loan ($52,048 par, due 2/2026)	2/25/2021	SOFR + 7.85%	13.18% (incl. 1.94% PIK)	51,508	52,048	3.3%
SMA Technologies Holdings, LLC(3)(5)	First-lien loan ($36,833 par, due 10/2028)	10/31/2022	SOFR + 6.75%	12.06%	35,512	37,754	2.4%
					488,230	492,589	31.1%
Manufacturing
Aptean, Inc. (3)	First-lien loan ($7,922 par, due 1/2031)	1/30/2024	SOFR + 5.25%	10.57%	7,830	7,847	0.5%
ASP Unifrax Holdings, Inc. (9)	First-lien loan ($1,127 par, due 12/2025) (3)	8/25/2023	SOFR + 3.90%	9.20%	1,061	1,082	0.1%
	First-lien loan (EUR 1,023 par, due 12/2025) (3)	9/14/2023	E + 3.75%	7.65%	1,002	1,042  (EUR 964)	0.1%
	Secured Note ($1,226 par, due 9/2028)	12/19/2023	5.25%	5.25%	852	800	0.1%
	Unsecured Note ($1,059 par, due 9/2029)	8/31/2023	7.50%	7.50%	581	582	0.0%
Avalara, Inc. (3)	First-lien loan ($38,636 par, due 10/2028)	10/19/2022	SOFR + 7.25%	12.56%	37,772	39,274	2.5%
Heritage Environmental Services, Inc. (3)	First-lien loan ($12,346 par, due 1/2031)	1/31/2024	SOFR + 5.50%	10.81%	12,277	12,311	0.8%
Skylark UK DebtCo Limited (3)(4)	First-lien loan ($16,340 par, due 9/2030)	9/7/2023	SOFR + 5.75%	11.06%	15,915	16,054	1.0%
	First-lien loan (EUR 4,851 par, due 9/2030)	9/7/2023	E + 5.75%	9.65%	5,059	5,147  (EUR 4,766)	0.3%
	First-lien loan (GBP 16,640 par, due 9/2030)	9/7/2023	S + 5.75%	11.00%	20,047	20,529  (GBP 16,251)	1.3%
					102,396	104,668	6.7%
Office Products
USR Parent, Inc. (3)(5)	ABL FILO term loan ($16,500 par, due 4/2027)	4/25/2022	SOFR + 6.50%	11.83%	16,222	16,458	1.0%
Oil, Gas and Consumable Fuels
Laramie Energy, LLC (3)	First-lien loan ($27,317 par, due 2/2027)	2/21/2023	SOFR + 7.10%	12.43%	26,811	27,317	1.7%
Mach Natural Resources LP(3)(4)	First-lien loan ($5,000 par, due 12/2026)	12/28/2023	SOFR + 6.65%	11.95%	4,908	4,925	0.3%
Murchison Oil and Gas, LLC (3)	First-lien loan ($24,637 par, due 6/2026)	6/30/2022	SOFR + 8.40%	13.72%	24,309	25,068	1.6%
TRP Assets, LLC (3)	First-lien loan ($65,000 par, due 12/2025)	12/3/2021	SOFR + 7.76%	13.07%	64,450	66,980	4.2%
					120,478	124,290	7.8%
Other
Omnigo Software, LLC (3)(5)	First-lien loan ($39,840 par, due 3/2026)	3/31/2021	SOFR + 6.60%	11.93%	39,388	39,740	2.5%
Retail and Consumer Products
99 Cents Only Stores LLC (3)	ABL FILO term loan ($25,000 par, due 5/2025)	9/6/2017	SOFR + 8.65%	13.97%	24,891	25,000	1.6%
American Achievement, Corp. (3)(14)	First-lien loan ($27,003 par, due 9/2026)	9/30/2015	SOFR + 6.35%	11.68% (incl. 11.18% PIK)	26,177	20,522	1.3%
	First-lien loan ($1,350 par, due 9/2026)	6/10/2021	SOFR + 14.10%	19.43% (incl. 19.18% PIK)	1,350	101	0.0%
	Subordinated note ($4,740 par, due 9/2026)	3/16/2021	SOFR + 1.15%	6.48% PIK	545	71	0.0%
Bed Bath and Beyond Inc. (3)(15)	ABL FILO term loan ($12,823 par, due 8/2027)	9/2/2022	SOFR + 9.90%	15.23%	12,583	12,085	0.8%
	Roll Up DIP term loan ($25,728 par, due 9/2024)	4/24/2023	SOFR + 7.90%	13.23% PIK	25,728	24,248	1.5%
	Super-Priority DIP term loan ($4,550 par, due 9/2024)	4/24/2023	SOFR + 7.90%	13.23%	4,550	4,288	0.3%
Cordance Operations, LLC (3)	First-lien loan ($51,007 par, due 7/2028)	7/25/2022	SOFR + 9.18%	14.53%	50,116	51,404	3.1%
Neuintel, LLC (3)(5)	First-lien loan ($56,333 par, due 12/2026)	12/20/2021	SOFR + 7.60%	12.93%	55,627	56,755	3.6%
PDI TA Holdings, Inc. (3)	First-lien loan ($14,410 par, due 2/2031)	2/1/2024	SOFR + 5.50%	10.83%	14,120	14,195	0.9%
Rapid Data GmbH Unternehmensberatung (3)(4)	First-lien loan (EUR 4,495 par, due 7/2029)	7/11/2023	E + 6.50%	10.43%	4,687	4,827  (EUR 4,470)	0.3%
Tango Management Consulting, LLC (3)(5)	First-lien loan ($57,967 par, due 12/2027)	12/1/2021	SOFR + 6.90%	12.23%	57,304	57,822	3.7%
	First-lien revolving loan ($19 par, due 12/2027)	12/1/2021	SOFR + 6.85%	12.18%	(38)	10	0.0%
					277,640	271,328	17.1%
Transportation
Ben Nevis Midco Limited (3)(4)	First-lien loan ($3,296 par, due 3/2028)	3/26/2024	SOFR + 5.00%	10.31%	3,227	3,224	0.2%
Marcura Equities LTD (3)(4)	First-lien loan ($32,007 par, due 8/2029)	8/11/2023	SOFR + 7.00%	12.18%	31,055	31,847	2.0%
	First-lien revolving loan ($1,667 par, due 8/2029)	8/11/2023	SOFR + 7.00%	12.18%	1,592	1,658	0.1%
Project44, Inc. (3)(5)	First-lien loan ($35,095 par, due 11/2027)	11/12/2021	SOFR + 6.40%	11.71%	34,138	35,095	2.2%
					70,012	71,824	4.5%
Total Debt Investments					3,174,362	3,187,245	201.1%

9

Company (1)	Investment	Initial Acquisition Date	Reference Rate and Spread	Interest Rate	Amortized Cost (2)(7)	Fair Value (8)	Percentage of Net Assets
Equity and Other Investments
Automotive
Clarience Technologies, LLC (11)(12)	Class A Units (333 units)	2/12/2024			820	820	0.1%
Business Services
Artisan Topco LP(11)(12)	Class A Preferred Units (2,117,264 units)	11/7/2023			2,117	2,117	0.1%
Dye & Durham, Ltd. (4)(10)	Common Shares (126,968 shares)	12/3/2021			3,909	1,475  (CAD 1,996)	0.1%
Insight Hideaway Aggregator, L.P. (11)(12)	Partnership Interest (329,861 units)	3/19/2024			3,299	3,299	0.2%
Mitnick TA Aggregator, L.P. (11)	Membership Interest (0.43% ownership)	5/2/2022			5,247	4,499	0.3%
Newark FP Co-Invest, L.P.(11)(12)	Partnership (2,527,719 units)	11/8/2023			2,533	2,533	0.2%
ReliaQuest, LLC (13)	Class A-1 Units (637,713 units) (11)	11/23/2021			1,120	1,414	0.1%
	Class A-2 Units (2,989 units) (11)	6/21/2022			6	8	0.0%
	Class A-3 Units (16,957 units) (11)(12)	11/10/2023			36	46	0.0%
	Series A Preferred Stock (1,748 Units) (3)(12)	12/20/2023	SOFR + 12.00%	17.37% PIK	1,583	1,610	0.1%
	Warrants (90,634 warrants) (11)(12)	12/20/2023			102	102	0.0%
Sprinklr, Inc. (10)(11)	Common Shares (283,499 shares)	6/24/2021			2,445	3,479	0.2%
Warrior TopCo LP (11)(12)	Class A Units (423,729 units)	7/7/2023			424	424	0.0%
					22,821	21,006	1.3%
Communications
Celtra Technologies, Inc. (11)	Class A Units (1,250,000 units)	11/19/2021			1,250	1,250	0.1%
IntelePeer Holdings, Inc. (11)	Series C Preferred Shares (1,816,295 shares)	4/8/2021			1,816	2,007	0.1%
	Series D Preferred Shares (1,598,874 shares)	4/8/2021			2,925	2,157	0.1%
	Series C Warrants (280,000 warrants)	2/28/2020			183	—	0.0%
	Series D Warrants (106,592 warrants)	4/8/2021			—	—	0.0%
					6,174	5,414	0.3%
Education
Astra 2L Holdings II LLC (11)	Membership Interest (10.17% ownership)	1/13/2022			3,255	—	0.0%
EMS Linq, Inc. (11)	Class B Units (5,522,526 units)	12/22/2021			5,523	4,763	0.3%
RMCF IV CIV XXXV, LP. (11)	Partnership Interest (11.94% ownership)	6/8/2021			1,000	1,485	0.1%
					9,778	6,248	0.4%
Financial Services
AF Eagle Parent, L.P.(11)(12)	Partnership (121,329 units)	11/27/2023			4,091	4,091	0.3%
CLGF Holdco 2, LLC(4)(11)(12)	Warrants (334,682 warrants)	11/7/2023			183	287	0.0%
Newport Parent Holdings, L.P. (11)	Class A-2 Units (131,569 units)	12/10/2020			4,177	13,857	0.9%
Oxford Square Capital Corp. (4)(10)	Common Shares (1,620 shares)	8/5/2015			6	5	0.0%
Passport Labs, Inc. (11)	Warrants (17,534 warrants)	4/28/2021			192	—	0.0%
TradingScreen, Inc. (11)(13)	Class A Units (600,000 units)	5/14/2021			600	600	0.0%
					9,249	18,840	1.2%
Healthcare
Caris Life Sciences, Inc. (11)	Series C Preferred Shares (1,915,114 shares)	10/13/2020			3,500	7,123	0.5%
	Series D Preferred Shares (1,240,740 shares)	5/11/2021			10,050	10,251	0.6%
	Warrants (633,376 warrants)	9/21/2018			192	1,334	0.1%
	Warrants (569,991 warrants)	4/2/2020			250	1,018	0.1%
Merative Topco L.P. (11)	Class A-1 Units (989,691 units)	6/30/2022			9,897	9,600	0.6%
Raptor US Buyer II Corp. (11)(12)	Ordinary Shares (20,268 shares)	3/24/2023			2,033	2,033	0.1%
					25,922	31,359	2.0%
Hotel, Gaming and Leisure
IRGSE Holding Corp. (7)(11)	Class A Units (33,790,171 units)	12/21/2018			21,842	84	0.0%
	Class C-1 Units (8,800,000 units)	12/21/2018			100	43	0.0%
					21,942	127	0.0%
Human Resource Support Services
Axonify, Inc. (4)(11)(13)	Class A-1 Units (3,780,000 units)	5/5/2021			3,780	4,026	0.3%
bswift, LLC (11)	Class A-1 Units (2,393,509 units)	11/7/2022			2,393	2,675	0.2%
DaySmart Holdings, LLC (11)	Class A Units (166,811 units)	12/18/2020			1,347	2,172	0.1%
Employment Hero Holdings Pty Ltd. (4)(11)	Series E Preferred Shares (113,250 shares)	3/1/2022			2,134	2,662  (AUD 4,080)	0.2%
					9,654	11,535	0.8%
Internet Services
Bayshore Intermediate #2, L.P. (11)(13)	Co-Invest Common Units (8,837,008 units)	10/1/2021			8,837	9,521	0.6%
	Co-Invest 2 Common Units (3,493,701 units)	10/1/2021			3,493	3,764	0.2%
Lucidworks, Inc. (11)	Series F Preferred Shares (199,054 shares)	8/2/2019			800	800	0.1%
Piano Software, Inc. (11)	Series C-1 Preferred Shares (418,527 shares)	12/22/2021			3,000	3,000	0.2%
	Series C-2 Preferred Shares (27,588 shares)	11/18/2022			198	198	0.0%
SMA Technologies Holdings, LLC (11)	Class A Units (1,300 units)	11/21/2022			1,300	1,300	0.1%
	Class B Units (923,250 units)	11/21/2022			—	—	0.0%
					17,628	18,583	1.2%
Marketing Services
Validity, Inc.(11)	Series A Preferred Shares (3,840,000 shares)	5/31/2018			3,840	10,752	0.7%

10

Company (1)	Investment	Initial Acquisition Date	Reference Rate and Spread	Interest Rate		Amortized Cost (2)(7)		Fair Value (8)	Percentage of Net Assets
Oil, Gas and Consumable Fuels
Murchison Oil and Gas, LLC (13)	Preferred Units (13,355 units)	6/30/2022				13,355		14,156	0.9%
TRP Assets, LLC (11)(13)	Partnership Interest (1.89% ownership)	8/25/2022				8,761		11,718	0.7%
						22,116		25,874	1.6%
Pharmaceuticals
TherapeuticsMD, Inc. (4)(11)	Warrants (14,256 warrants)	8/5/2020				1,029		—	0.0%
Retail and Consumer Products
American Achievement, Corp. (11)	Class A Units (687 units)	3/16/2021				—		50	0.0%
Copper Bidco, LLC (9)	Trust Certificates (996,958 Certificates)	1/30/2021				2,530		9,870	0.6%
Neuintel, LLC (11)(13)	Class A Units (1,176,494 units)	12/20/2021				3,000		1,695	0.1%
						5,530		11,615	0.7%
Structured Credit
Allegro CLO Ltd, Series 2018-1A, (3)(4)(9)	Structured Credit ($1,000 par, due 6/2031)	5/26/2022	SOFR + 3.11%	8.43%		992		971	0.1%
Ares CLO Ltd, Series 2021-59A (3)(4)(9)	Structured Credit ($1,000 par, due 4/2034)	6/23/2022	SOFR + 6.51%	11.84%		899		981	0.1%
Bain Capital Credit CLO Ltd, Series 2018-1A (3)(4)(9)	Structured Credit ($500 par, due 4/2031)	10/15/2020	SOFR + 5.61%	10.93%		430		477	0.0%
Carlyle Global Market Strategies CLO Ltd, Series 2014-4RA (3)(4)(9)	Structured Credit ($1,000 par, due 7/2030)	5/26/2022	SOFR + 3.16%	8.48%		922		986	0.1%
Carlyle Global Market Strategies CLO Ltd, Series 2016-1, Ltd (3)(4)(9)	Structured Credit ($1,600 par, due 4/2034)	2/15/2023	SOFR + 6.86%	12.18%		1,434		1,552	0.1%
CarVal CLO III Ltd, Series 2019-2A (3)(4)(9)	Structured Credit ($1,000 par, due 7/2032)	6/30/2022	SOFR + 6.70%	12.02%		905		980	0.1%
Cedar Funding CLO Ltd, Series 2018-7A (3)(4)(9)	Structured Credit ($1,000 par, due 1/2031)	7/21/2022	SOFR + 4.81%	10.13%		877		946	0.1%
CIFC CLO Ltd, Series 2018-3A (3)(4)(9)	Structured Credit ($1,000 par, due 7/2031)	6/16/2022	SOFR + 5.76%	11.06%		906		993	0.1%
Crown Point CLO Ltd, Series 2021-10A (3)(4)(9)	Structured Credit ($1,000 par, due 7/2034)	6/14/2022	SOFR + 7.11%	12.43%		905		965	0.1%
Dryden Senior Loan Fund, Series 2018-55A (3)(4)(9)	Structured Credit ($1,000 par, due 4/2031)	7/25/2022	SOFR + 3.11%	8.43%		929		984	0.1%
Dryden Senior Loan Fund, Series 2020-86A (3)(4)(9)	Structured Credit ($1,500 par, due 7/2034)	8/17/2022	SOFR + 6.76%	12.08%		1,475		1,424	0.1%
Eaton CLO Ltd, Series 2020-1A (3)(4)(9)	Structured Credit ($1,000 par, due 10/2034)	8/11/2022	SOFR + 6.51%	11.83%		937		987	0.1%
Gulf Stream Meridian, Series 2021-4A (3)(4)(9)	Structured Credit ($1,015 par, due 7/2034)	6/3/2022	SOFR + 6.61%	11.93%		943		985	0.1%
Gulf Stream Meridian, Series 2021-6A (3)(4)(9)	Structured Credit ($2,000 par, due 1/2037)	9/12/2022	SOFR + 6.62%	11.94%		1,853		1,923	0.0%
KKR CLO Ltd, 49A (3)(4)(9)	Structured Credit ($1,000 par, due 7/2035)	6/2/2022	SOFR + 8.26%	13.32%		978		1,000	0.1%
MidOcean Credit CLO Ltd, Series 2016-6A (3)(4)(9)	Structured Credit ($3,500 par, due 4/2033)	5/23/2022	SOFR + 3.78%	9.10%		3,175		3,397	0.2%
MidOcean Credit CLO Ltd, Series 2018-9A (3)(4)(9)	Structured Credit ($1,100 par, due 7/2031)	6/1/2022	SOFR + 6.31%	11.63%		973		1,061	0.1%
Octagon 57 LLC, Series 2021-1A (3)(4)(9)	Structured Credit ($1,000 par, due 10/2034)	5/24/2022	SOFR + 6.86%	12.18%		952		971	0.1%
Octagon Investment Partners 18 Ltd, Series 2018-18A (3)(4)(9)	Structured Credit ($1,000 par, due 4/2031)	7/26/2022	SOFR + 2.96%	8.28%		915		984	0.1%
Park Avenue Institutional Advisers CLO Ltd, Series 2018-1A (3)(4)(9)	Structured Credit ($1,000 par, due 10/2031)	9/23/2022	SOFR + 3.59%	8.91%		873		970	0.1%
Southwick Park CLO Ltd, Series 2019-4A (3)(4)(9)	Structured Credit ($1,000 par, due 7/2032)	5/25/2022	SOFR + 6.51%	11.83%		933		1,000	0.0%
Voya CLO Ltd, Series 2018-3A (3)(4)(9)	Structured Credit ($2,750 par, due 10/2031)	6/22/2022	SOFR + 6.01%	11.33%		2,447		2,648	0.2%
Wind River CLO Ltd, Series 2014-2A (3)(4)(9)	Structured Credit ($1,500 par, due 1/2031)	6/23/2022	SOFR + 3.16%	8.48%		1,410		1,454	0.1%
Wind River CLO Ltd, Series 2018-3A (3)(4)(9)	Structured Credit ($2,000 par, due 1/2031)	12/12/2022	SOFR + 5.91%	11.23%		1,724		1,952	0.1%
						28,787		30,591	2.3%
Total Equity and Other Investments						185,290		192,764	12.6%
Total Investments					$	3,359,652	$	3,380,009	213.7%

11

	Interest Rate Swaps as of March 31, 2024
	Company Receives	Company Pays	Maturity Date	Notional Amount		Fair Market Value			Upfront (Payments) / Receipts		Change in Unrealized Gains / (Losses)
Interest rate swap (a)	SOFR + 2.54%	3.875%	11/1/2024	$	2,500	$	—		$	—	$	—
Interest rate swap (a)(b)(c)(d)	3.875%	SOFR + 2.51%	11/1/2024		300,000		(6,966	)		—		1,880
Interest rate swap (a)(b)(c)(d)	3.875%	SOFR + 2.72%	11/1/2024		50,000		(1,224	)		—		339
Interest rate swap (a)(b)	2.50%	SOFR + 2.17%	8/1/2026		300,000		(27,338	)		—		(1,227	)
Interest rate swap (a)(b)	6.95%	SOFR + 2.99%	8/14/2028		300,000		(1,534	)		—		(6,214	)
Interest rate swap (a)(b)	6.125%	SOFR + 2.44%	3/1/2029		350,000		(5,143	)		—		(5,143	)
Total Hedge Accounting Swaps					1,302,500		(42,205	)		—		(10,365	)
Cash collateral					—		71,305			—		—
Total derivatives				$	1,302,500	$	29,100		$	—	$	(10,365	)

(a)

Contains a variable rate structure. Bears interest at a rate determined by SOFR.

(b)

Instrument is used in a hedge accounting relationship. The associated change in fair value is recorded along with the change in fair value of the hedged item within interest expense.

(c)

$2.5 million in aggregate notional value of these instruments is no longer designated as instruments in a hedge accounting relationship. The associated change in fair value of the de-designated portion is recorded within unrealized gain/(loss).

(d)

The fair market value of this instrument is presented net with the $2.5 million in aggregate notional value of instruments no longer designated as instruments in a hedge accounting relationship.

(1)

Certain portfolio company investments are subject to contractual restrictions on sales.

(2)

The amortized cost represents the original cost adjusted for the amortization of discounts and premiums, as applicable, on debt investments using the effective interest method.

(3)

Investment contains a variable rate structure, subject to an interest rate floor. Variable rate investments bear interest at a rate that may be determined by reference to either Euro Interbank Offer Rate (“Euribor” or “E”), Canadian Dollar Offered Rate (“CDOR” or “C”), Secured Overnight Financing Rate (“SOFR”) which may also contain a credit spread adjustment depending on the tenor election, Bank Bill Swap Bid Rate (“BBSY” or “B”), Sterling Overnight Interbank Average Rate (“SONIA” or “S”), Stockholm Interbank Offered Rate (“STIBOR”), Norwegian Interbank Offered Rate (“NIBOR” or “N”) or an alternate base rate (which can include the Federal Funds Effective Rate or the Prime Rate or “P”), all of which include an available tenor, selected at the borrower’s option, which reset periodically based on the terms of the credit agreement. For investments with multiple interest rate contracts, the interest rate shown is the weighted average interest rate in effect at March 31, 2024.

(4)

This portfolio company is not a qualifying asset under Section 55(a) of the Investment Company Act of 1940, as amended (the “1940 Act”). Under the 1940 Act, the Company may not acquire any non-qualifying asset unless, at the time such acquisition is made, qualifying assets represent at least 70% of total assets. Non-qualifying assets represented 11.3% of total assets as of March 31, 2024.

12

(5)

In addition to the interest earned based on the stated interest rate of this investment, which is the amount reflected in this schedule, the Company may be entitled to receive additional interest as a result of an arrangement with other members in the syndicate to the extent an investment has been allocated to “first out” and “last out” tranches, whereby the “first out” tranche will have priority as to the “last out” tranche with respect to payments of principal, interest and any amounts due thereunder and the Company holds the “last out” tranche.

(6)

Under the 1940 Act, the Company is deemed to be both an “Affiliated Person” of and “Control,” as such terms are defined in the 1940 Act, this portfolio company, as the Company owns more than 25% of the portfolio company’s outstanding voting securities or has the power to exercise control over management or policies of such portfolio company (including through a management agreement). Transactions during the three months ended March 31, 2024 in which the Company was an Affiliated Person of and was deemed to Control a portfolio company are as follows:

Controlled, Affiliated Investments during the three months ended March 31, 2024

Company	Fair Value at December 31, 2023		Gross Additions (a)		Gross Reductions (b)		Net Change In Unrealized Gain/(Loss)			Realized Gain/(Loss)		Transfers		Fair Value at March 31, 2024		Other Income		Interest Income
IRGSE Holding Corp.	$	59,913	$	2,480	$	—	$	(2,381	)	$	—	$	—	$	60,012	$	4	$	2,230
Total	$	59,913	$	2,480	$	—	$	(2,381	)	$	—	$	—	$	60,012	$	4	$	2,230

(a)

Gross additions include increases in the cost basis of investments resulting from new investments, payment-in-kind interest or dividends, the amortization of any unearned income or discounts on debt investments, as applicable.

(b)

Gross reductions include decreases in the cost basis of investments resulting from principal collections related to investment repayments or sales, and the amortization of any premiums on debt investments, as applicable. When an investment is placed on non-accrual status, any cash flows received by the Company may be applied to the outstanding principal balance.

(7)

As of March 31, 2024, the estimated cost basis of investments for U.S. federal tax purposes was $3,365,588, resulting in estimated gross unrealized gains and losses of $170,747 and $154,360, respectively.

(8)

In accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 820, Fair Value Measurements (“ASC Topic 820”), unless otherwise indicated, the fair values of all investments were determined using significant unobservable inputs and are considered Level 3 investments. See Note 6 for further information related to investments at fair value.

(9)

This investment is valued using observable inputs and is considered a Level 2 investment. See Note 6 for further information related to investments at fair value.

(10)

This investment is valued using observable inputs and is considered a Level 1 investment. See Note 6 for further information related to investments at fair value.

(11)

This investment is non-income producing.

(12)

All or a portion of this security was acquired in a transaction exempt from registration under the Securities Act of 1933, and may be deemed to be “restricted securities” under the Securities Act. As of March 31, 2024, the aggregate fair value of these securities is $15,994, or 1.0% of the Company’s net assets.

(13)

Ownership of equity investments may occur through a holding company or partnership.

(14)

Investment is on non-accrual status as of March 31, 2024.

(15)

In addition to the principal amount outstanding and accrued interest owed on this investment, the Company is entitled to a separate Make-Whole Amount (the “Make-Whole”) of $12.3 million. The Make-Whole is a contractual obligation of the borrower and accrues interest on the balance outstanding. The Make-Whole is included on the Company’s Consolidated Balance Sheet within other assets, net of any valuation allowance. Given uncertainty relating to collectability of the Make-Whole, the Company has applied a full valuation allowance against the amount of the Make-Whole balance outstanding.

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

13

Sixth Street Specialty Lending, Inc.

Consolidated Schedule of Investments as of December 31, 2023

(Amounts in thousands, except share amounts)

14

Company (1)	Investment	Initial Acquisition Date	Reference Rate and Spread			Interest Rate				Amortized Cost (2)(7)			Fair Value (8)		Percentage of Net Assets
Debt Investments
Automotive
Bestpass, Inc. (3)(5)	First-lien loan ($44,800 par, due 5/2029)	5/26/2023	SOFR + 5.75%				11.11	%	$		43,571	$		44,240		3.0	%
Business Services
Acceo Solutions, Inc. (3)(4)(5)	First-lien loan (CAD 52,941 par, due 10/2025)	7/6/2018		C + 4.75%			10.21	%			40,026		40,150  (CAD 52,941)			2.7	%
Alpha Midco, Inc. (3)(5)	First-lien loan ($68,885 par, due 8/2025)	8/15/2019	SOFR + 7.63%				12.97	%			68,287			69,751		4.7	%
Artisan Bidco, Inc.(3)	First-lien loan ($38,112 par, due 11/2029)	11/7/2023	SOFR + 7.00%				12.38	%			37,250			37,563		2.5	%
	First-lien loan (EUR 17,735 par, due 11/2029)	11/7/2023		E + 7.00%			10.96	%			18,681		19,346  (EUR 17,513)			1.3	%
BCTO Ignition Purchaser, Inc. (3)	First-lien holdco loan ($31,935 par, due 10/2030)	4/18/2023	SOFR + 9.00%			14.40% PIK					31,086			31,775		2.1	%
Crewline Buyer, Inc.(3)	First-lien loan ($56,324 par, due 11/2030)	11/8/2023	SOFR + 6.75%				12.10	%			54,781			55,236		3.7	%
Dye & Durham Corp. (3)(4)	First-lien loan (CAD 37,874 par, due 12/2027)	12/3/2021		C + 5.75%			11.20	%			28,873		28,938  (CAD 38,158)			1.9	%
	First-lien revolving loan (CAD 1,086 par, due 12/2026)	12/3/2021		C + 5.75%			11.20	%			693		824  (CAD 1,086)			0.1	%
ExtraHop Networks, Inc. (3)(5)	First-lien loan ($66,197 par, due 7/2027)	7/22/2021	SOFR + 7.60%				12.96	%			65,245			65,866		4.4	%
ForeScout Technologies, Inc. (3)	First-lien loan ($5,476 par, due 8/2026)	7/1/2022	SOFR + 8.10%				13.45	%			5,420			5,498		0.4	%
Galileo Parent, Inc. (3)	First-lien loan ($64,742 par, due 5/2030)	5/3/2023	SOFR + 7.25%				12.60	%			62,920			63,770		4.3	%
	First-lien revolving loan ($3,317 par, due 5/2029)	5/3/2023	SOFR + 7.25%				12.60	%			3,048			3,166		0.2	%
Hornetsecurity Holding GmbH (3)(4)	First-lien loan (EUR 3,150 par, due 11/2029)	11/14/2022		E + 6.50%			10.50	%			3,154		3,536  (EUR 3,201)			0.2	%
Information Clearinghouse, LLC and MS Market Service, LLC (3)(5)	First-lien loan ($17,640 par, due 12/2026)	12/20/2021	SOFR + 6.65%				12.02	%			17,342			17,598		1.2	%
Mitnick Corporate Purchaser, Inc. (3)(9)	First-lien loan ($329 par, due 5/2029)	5/2/2022	SOFR + 4.50%				9.98	%			329			310		0.0	%
Netwrix Corp. (3)	First-lien loan ($36,594 par, due 6/2029)	6/9/2022	SOFR + 5.00%				10.39	%			36,074			36,842		2.4	%
OutSystems Luxco SARL(3)(4)(5)	First-lien loan (EUR 3,004 par, due 12/2028)	12/8/2022		E + 5.75%			9.59	%			3,091		3,332  (EUR 3,016)			0.2	%
Price Fx Inc. (3)(4)	First-lien loan (EUR 910 par, due 10/2029)	10/27/2023		E + 7.00%			10.94	%			962		983  (EUR 890)			0.1	%
ReliaQuest Holdings, LLC (3)(5)	First-lien loan ($82,626 par, due 10/2026)	10/8/2020	SOFR + 7.25%				12.63	%			81,711			83,658		5.6	%
Wrangler TopCo, LLC (3)	First-lien loan ($4,153 par, due 7/2029)	7/7/2023	SOFR + 7.50%				12.88	%			4,044			4,118		0.3	%
											563,017			572,260		38.3	%
Chemicals
Erling Lux Bidco SARL(3)(4)	First-lien loan (EUR 7,239 par, due 9/2028)	9/6/2022		E + 6.75%			10.70	%			6,954		8,053  (EUR 7,290)			0.5	%
	First-lien loan (GBP 12,287 par, due 9/2028)	9/6/2022		S + 6.75%			11.98	%			13,860		15,742  (GBP 12,349)			1.1	%
	First-lien revolving loan (GBP 312 par, due 9/2028)	9/6/2022		S + 6.75%			11.98	%			400		399  (GBP 313)			0.0	%
											21,214			24,194		1.6	%
Communications
Banyan Software Holdings, LLC (3)(4)	First-lien loan ($29,739 par, due 10/2026)	1/27/2023	SOFR + 7.35%				12.71	%			28,771			29,739		2.0	%
Celtra Technologies, Inc. (3)(5)	First-lien loan ($34,038 par, due 11/2026)	11/19/2021	SOFR + 6.35%				11.71	%			33,357			34,038		2.3	%
IntelePeer Holdings, Inc.	First-lien loan ($33,646 par, due 12/2024) (3)	12/2/2019	SOFR + 8.40%				13.75	%			33,625			33,394		2.2	%
	Convertible note ($4,700 par, due 5/2028)	5/12/2021		7.50	%	7.50% PIK					4,674			4,994		0.3	%
											100,427			102,165		6.8	%
Education
Astra Acquisition Corp. (3)	Second-lien loan ($43,479 par, due 10/2029)	10/22/2021	SOFR + 9.14%				14.48	%			42,814			27,174		1.8	%
Destiny Solutions Parent Holding Company (3)(5)	First-lien loan ($59,550 par, due 6/2026)	6/8/2021	SOFR + 5.85%				11.21	%			58,858			59,252		4.0	%
EMS Linq, Inc. (3)	First-lien loan ($56,216 par, due 12/2027)	12/22/2021	SOFR + 6.35%				11.71	%			55,288			55,079		3.7	%
Kangaroo Bidco AS (3)(4)	First-lien loan ($25,582 par, due 11/2030)	11/2/2023	SOFR + 7.50%				12.94	%			24,621			24,794		1.7	%
											181,581			166,299		11.2	%
Financial Services
Alaska Bidco Oy (3)(4)	First-lien loan (EUR 727 par, due 5/2030)	5/30/2023		E + 6.25%			10.39	%			755		796  (EUR 720)			0.1	%
BCTO Bluebill Buyer, Inc. (3)(5)	First-lien loan ($28,640 par, due 7/2029)	7/20/2023	SOFR + 7.25%				12.60	%			27,635			27,996		1.9	%
BTRS Holdings, Inc.(3)	First-lien loan ($47,051 par, due 12/2028)	12/16/2022	SOFR + 8.00%				13.38	%			45,931			47,168		3.2	%
	First-lien revolving loan ($1,205 par, due 12/2028)	12/16/2022	SOFR + 7.25%				12.63	%			1,085			1,217		0.1	%
Bear OpCo, LLC (3)(5)	First-lien loan ($21,392 par, due 10/2024)	10/10/2019	SOFR + 7.65%				13.01	%			21,294			21,713		1.5	%
BlueSnap, Inc. (3)(5)	First-lien loan ($41,895 par, due 10/2025)	10/25/2019	SOFR + 7.15%				12.50	%			41,516			42,117		2.8	%
CLGF Holdco 2, LLC(3)(4)	First-lien loan ($3,916 par, due 11/2027)	11/7/2023	SOFR + 8.50%				13.85	%			3,845			3,867		0.3	%
	Second-lien loan ($3,357 par, due 11/2028)	11/7/2023	SOFR + 12.00%				17.35	%			3,116			3,164		0.2	%
Fullsteam Operations, LLC(3)	First-lien loan ($29,663 par, due 11/2029)	11/27/2023	SOFR + 8.40%				13.78	%			28,611			29,049		1.9	%
Ibis Intermediate Co. (3)(5)	First-lien loan ($1,201 par, due 5/2027)	5/28/2021	SOFR + 4.65%				10.04	%			1,066			1,257		0.1	%
Ibis US Blocker Co. (3)	First-lien loan ($15,958 par, due 5/2028)	5/28/2021	SOFR + 8.40%			13.79% PIK					15,743			15,838		1.1	%
Kyriba Corp. (3)	First-lien loan ($35,634 par, due 4/2028)	12/21/2023	SOFR + 8.50%			13.87% (incl. 8.50% PIK)					34,875			34,871		2.3	%
	First-lien loan (EUR 10,924 par, due 4/2028)	12/21/2023		E + 8.50%		12.42% (incl. 8.50% PIK)					11,766		11,825  (EUR 10,705)			0.8	%
Passport Labs, Inc.	First-lien loan ($24,603 par, due 4/2026) (3)	4/28/2021	SOFR + 8.40%				13.75	%			24,444			24,555		1.6	%
	Convertible Promissory Note A ($1,086 par, due 8/2026)	3/2/2023		8.00	%		8.00	%			1,086			2,025		0.1	%
Ping Identity Holding Corp. (3)	First-lien loan ($22,727 par, due 10/2029)	10/17/2022	SOFR + 7.00%				12.36	%			22,183			23,165		1.5	%
PrimeRevenue, Inc. (3)	First-lien loan ($9,007 par, due 12/2024)	12/31/2018	SOFR + 7.10%				12.46	%			8,996			9,083		0.6	%
TradingScreen, Inc. (3)(5)	First-lien loan ($47,198 par, due 4/2027)	4/30/2021	SOFR + 6.35%				11.73	%			46,360			47,080		3.1	%
Volante Technologies, Inc.	First-lien loan ($2,604 par, due 9/2028)	9/29/2023		16.50	%	16.50% PIK					2,578			2,598		0.2	%
											342,885			349,384		23.4	%
Healthcare
BCTO Ace Purchaser, Inc. (3)	First-lien loan ($69,231 par, due 11/2027) (5)	11/23/2020	SOFR + 7.45%				12.84	%			68,325			69,746		4.7	%
	Second-lien loan ($5,623 par, due 1/2030)	1/23/2023	SOFR + 10.70%				16.10	%			5,493			5,637		0.4	%
Edge Bidco B.V. (3)(4)(5)	First-lien loan (EUR 3,850 par, due 2/2029)	2/24/2023		E + 7.00%		16.10% (incl. 3.25% PIK)					3,951		4,266  (EUR 3,862)			0.3	%
Homecare Software Solutions, LLC (3)(5)	First-lien loan ($65,000 par, due 10/2026)	10/6/2021	SOFR + 5.70%				11.06	%			64,017			64,838		4.3	%
Merative L.P. (3)(5)	First-lien loan ($70,103 par, due 6/2028)	6/30/2022	SOFR + 7.25%				12.60	%			68,205			69,753		4.7	%
Raptor US Buyer II Corp. (3)	First-lien loan ($15,569 par, due 3/2029)	3/24/2023	SOFR + 6.75%				12.10	%			15,070			15,491		1.0	%
SL Buyer Corp. (3)(5)	First-lien loan ($31,475 par, due 7/2029)	7/7/2023	SOFR + 7.00%				12.36	%			30,139			30,902		2.1	%
											255,200			260,633		17.5	%
Hotel, Gaming and Leisure

15

Company (1)	Investment	Initial Acquisition Date	Reference Rate and Spread			Interest Rate			Amortized Cost (2)(7)		Fair Value (8)		Percentage of Net Assets
ASG II, LLC (3)(5)	First-lien loan ($61,609 par, due 5/2028)	5/25/2022	SOFR + 6.40%				11.77	%		60,383		61,934		4.1	%
IRGSE Holding Corp. (3)(6)	First-lien loan ($30,261 par, due 6/2024)	12/21/2018	SOFR + 9.65%				15.00	%		28,594		30,109		2.0	%
	First-lien revolving loan ($27,622 par, due 6/2024)	12/21/2018	SOFR + 9.65%				15.03	%		27,622		27,480		1.8	%
										116,599		119,523		7.9	%
Human Resource Support Services
Axonify, Inc. (3)(4)(5)	First-lien loan ($41,607 par, due 5/2027)	5/5/2021	SOFR + 7.65%				13.04	%		41,035		41,718		2.7	%
bswift, LLC (3)(5)	First-lien loan ($44,358 par, due 11/2028)	11/7/2022	SOFR + 6.63%				12.03	%		43,236		44,802		3.0	%
Elysian Finco Ltd. (3)(4)(5)	First-lien loan ($19,519 par, due 1/2028)	1/31/2021	SOFR + 6.65%			12.03% (incl. 6.50% PIK)				19,112		19,987		1.3	%
Employment Hero Holdings Pty Ltd. (3)(4)	First-lien loan (AUD 50,000 par, due 12/2026)	12/6/2021		B + 6.25%			10.67	%		34,834	34,117  (AUD 50,000)			2.3	%
HireVue, Inc.(3)	First-lien loan ($54,113 par, due 5/2029)	5/3/2023	SOFR + 7.25%				12.63	%		52,478		53,808		3.6	%
Madcap Software, Inc.(3)(5)	First-lien loan ($32,500 par, due 12/2026)	12/15/2023	SOFR + 6.10%				11.46	%		31,713		31,769		2.1	%
PageUp People, Ltd. (3)(4)(5)	First-lien loan (AUD 13,400 par, due 12/2025)	1/11/2018		B + 5.00%			9.36	%		10,114	9,143  (AUD 13,400)			0.6	%
	First-lien loan (GBP 3,104 par, due 12/2025)	10/28/2021		S + 5.03%			10.22	%		4,276	3,957  (GBP 3,104)			0.3	%
	First-lien loan ($10,557 par, due 12/2025)	10/28/2021	SOFR + 5.10%				10.45	%		10,549		10,557		0.7	%
PayScale Holdings, Inc. (3)(5)	First-lien loan ($71,196 par, due 5/2027)	5/3/2019	SOFR + 6.35%				11.70	%		70,826		71,374		4.8	%
PrimePay Intermediate, LLC (3)(5)	First-lien loan ($34,375 par, due 12/2026)	12/17/2021	SOFR + 7.15%				12.54	%		33,672		34,375		2.3	%
										351,845		355,607		23.7	%
Insurance
Disco Parent, Inc. (3)	First-lien loan ($4,545 par, due 3/2029)	3/30/2023	SOFR + 7.50%				12.89	%		4,436		4,533		0.3	%
Internet Services
Arrow Buyer, Inc. (3)	First-lien loan ($33,125 par, due 7/2030)	6/30/2023	SOFR + 6.50%				11.85	%		32,249		32,820		2.2	%
Bayshore Intermediate #2, L.P. (3)	First-lien loan ($36,629 par, due 10/2028)	10/1/2021	SOFR + 7.60%			12.96% PIK				36,129		36,446		2.4	%
	First-lien revolving loan ($480 par, due 10/2027)	10/1/2021	SOFR + 6.60%				12.01	%		446		468		0.0	%
Coupa Holdings, LLC (3)	First-lien loan ($43,191 par, due 2/2030)	2/27/2023	SOFR + 7.50%				12.86	%		42,135		43,441		2.9	%
CrunchTime Information, Systems, Inc. (3)(5)	First-lien loan ($59,500 par, due 6/2028)	6/17/2022	SOFR + 6.00%				11.36	%		58,477		59,947		4.0	%
EDB Parent, LLC (3)(5)	First-lien loan ($63,508 par, due 7/2028)	7/7/2022	SOFR + 6.75%				12.10	%		62,301		63,032		4.2	%
Higher Logic, LLC (3)(5)	First-lien loan ($52,937 par, due 1/2025)	6/18/2018	SOFR + 6.75%				12.10	%		52,781		53,069		3.5	%
LeanTaaS Holdings, Inc. (3)(5)	First-lien loan ($36,966 par, due 7/2028)	7/12/2022	SOFR + 7.50%				12.85	%		36,190		37,411		2.5	%
Lithium Technologies, LLC (3)	First-lien loan ($57,665 par, due 1/2025)	10/3/2017	SOFR + 9.00%			14.39% (incl. 4.50% PIK)				57,673		56,367		3.8	%
Lucidworks, Inc. (3)(5)	First-lien loan ($8,912 par, due 2/2027)	2/11/2022	SOFR + 7.50%			12.86% (incl. 3.50% PIK)				8,912		8,912		0.6	%
Piano Software, Inc. (3)(5)	First-lien loan ($50,889 par, due 2/2026)	2/25/2021	SOFR + 7.10%				12.45	%		50,282		50,508		3.3	%
SMA Technologies Holdings, LLC(3)(5)	First-lien loan ($36,833 par, due 10/2028)	10/31/2022	SOFR + 6.75%				12.11	%		35,459		37,110		2.5	%
										473,034		479,531		31.9	%
Manufacturing
ASP Unifrax Holdings, Inc. (9)	First-lien loan ($1,130 par, due 12/2025) (3)	8/25/2023	SOFR + 3.90%				9.25	%		1,053		1,051		0.1	%
	First-lien loan (EUR 1,023 par, due 12/2025) (3)	9/14/2023		E + 3.75%			7.68	%		998	1,030  (EUR 932)			0.1	%
	Secured Note ($91 par, due 9/2028)	12/19/2023		5.25	%		5.25	%		62		66		0.0	%
	Unsecured Note ($1,059 par, due 9/2029)	8/31/2023		7.50	%		7.50	%		570		540		0.0	%
Avalara, Inc. (3)	First-lien loan ($38,636 par, due 10/2028)	10/19/2022	SOFR + 7.25%				12.60	%		37,736		38,743		2.6	%
Skylark UK DebtCo Limited (3)(4)	First-lien loan ($16,340 par, due 9/2030)	9/7/2023	SOFR + 6.25%				11.60	%		15,722		15,812		1.1	%
	First-lien loan (EUR 4,851 par, due 9/2030)	9/7/2023		E + 6.25%			10.18	%		5,055	5,238  (EUR 4,742)			0.4	%
	First-lien loan (GBP 16,640 par, due 9/2030)	9/7/2023		S + 6.25%			11.52	%		20,207	20,735  (GBP 16,265)			1.4	%
										81,403		83,215		5.7	%
Office Products
USR Parent, Inc. (3)(5)	ABL FILO term loan ($17,000 par, due 4/2027)	4/25/2022	SOFR + 6.50%				11.84	%		16,703		16,914		1.1	%
Oil, Gas and Consumable Fuels
Laramie Energy, LLC (3)	First-lien loan ($27,317 par, due 2/2027)	2/21/2023	SOFR + 7.10%				12.46	%		26,768		27,142		1.8	%
Mach Natural Resources LP(3)(4)	First-lien loan ($5,000 par, due 12/2026)	12/28/2023	SOFR + 6.65%				12.00	%		4,900		4,900		0.3	%
Murchison Oil and Gas, LLC (3)	First-lien loan ($27,849 par, due 6/2026)	6/30/2022	SOFR + 8.65%				14.00	%		27,453		28,267		1.9	%
TRP Assets, LLC (3)	First-lien loan ($65,000 par, due 12/2025)	12/3/2021	SOFR + 7.76%				13.11	%		64,372		66,980		4.5	%
										123,493		127,289		8.5	%
Other
Omnigo Software, LLC (3)(5)	First-lien loan ($39,943 par, due 3/2026)	3/31/2021	SOFR + 6.60%				11.96	%		39,440		39,743		2.7	%
Retail and Consumer Products
99 Cents Only Stores LLC (3)	ABL FILO term loan ($25,000 par, due 5/2025)	9/6/2017	SOFR + 8.65%				14.03	%		24,868		25,000		1.7	%
American Achievement, Corp. (3)(14)	First-lien loan ($27,046 par, due 9/2026)	9/30/2015	SOFR + 6.35%			11.19% PIK				26,219		20,488		1.4	%
	First-lien loan ($1,352 par, due 9/2026)	6/10/2021	SOFR + 14.10%			18.94% PIK				1,352		101		0.0	%
	Subordinated note ($4,740 par, due 9/2026)	3/16/2021	SOFR + 1.15%			6.54% PIK				545		71		0.0	%
Bed Bath and Beyond Inc. (3)(15)	ABL FILO term loan ($14,065 par, due 8/2027)	9/2/2022	SOFR + 9.90%				15.26	%		13,787		13,468		0.9	%
	Roll Up DIP term loan ($25,931 par, due 9/2024)	4/24/2023	SOFR + 7.90%			13.26% (incl. 13.26% PIK)				25,931		24,828		1.7	%
	Super-Priority DIP term loan ($4,739 par, due 9/2024)	4/24/2023	SOFR + 7.90%				13.26	%		4,739		4,538		0.3	%
Cordance Operations, LLC (3)	First-lien loan ($49,543 par, due 7/2028)	7/25/2022	SOFR + 9.25%				14.66	%		48,641		49,801		3.2	%
Neuintel, LLC (3)(5)	First-lien loan ($57,701 par, due 12/2026)	12/20/2021	SOFR + 7.65%				13.03	%		56,923		58,134		3.9	%
Rapid Data GmbH Unternehmensberatung (3)(4)	First-lien loan (EUR 4,495 par, due 7/2029)	7/11/2023		E + 6.50%			10.48	%		4,676	4,853  (EUR 4,393)			0.3	%
Tango Management Consulting, LLC (3)(5)	First-lien loan ($57,007 par, due 12/2027)	12/1/2021	SOFR + 6.85%				12.20	%		56,247		56,703		3.8	%
										263,928		257,985		17.2	%
Transportation
Project44, Inc. (3)(5)	First-lien loan ($35,139 par, due 11/2027)	11/12/2021	SOFR + 6.40%				11.78	%		34,139		35,001		2.3	%
Marcura Equities LTD (3)(4)	First-lien loan ($32,007 par, due 8/2029)	8/11/2023	SOFR + 7.00%				12.18	%		31,020		31,482		2.1	%
	First-lien revolving loan ($1,667 par, due 8/2029)	8/11/2023	SOFR + 7.00%				12.18	%		1,589		1,625		0.1	%
										66,748		68,108		4.5	%
Total Debt Investments										3,045,524		3,071,623		205.3	%
Equity and Other Investments

16

Company (1)	Investment	Initial Acquisition Date	Reference Rate and Spread	Interest Rate			Amortized Cost (2)(7)		Fair Value (8)		Percentage of Net Assets
Business Services
Artisan Topco LP(11)(12)	Class A Preferred Units (2,117,264 units)	11/7/2023						2,117		2,117		0.1	%
Newark FP Co-Invest, L.P.(11)(12)	Partnership (2,527,719 units)	11/8/2023						2,532		2,532		0.2	%
Dye & Durham, Ltd. (4)(10)	Common Shares (126,968 shares)	12/3/2021						3,909	1,383  (CAD 1,823)			0.1	%
Mitnick TA Aggregator, L.P. (11)	Membership Interest (0.43% ownership)	5/2/2022						5,243		4,496		0.3	%
ReliaQuest, LLC (13)	Class A-1 Units (637,713 units) (11)	11/23/2021						1,120		1,414		0.1	%
	Class A-2 Units (2,989 units) (11)	6/21/2022						6		8		0.0	%
	Class A-3 Units (16,957 units)  (11)(12)	11/10/2023						36		46		0.0	%
	Series A Preferred Stock (1,667 Units) (12)	12/20/2023						1,502		1,504		0.1	%
	90,634 Warrants (11)(12)	12/20/2023						102		102		0.0	%
Sprinklr, Inc. (10)(11)	Common Shares (315,005 shares)	6/24/2021						2,716		3,793		0.3	%
Warrior TopCo LP (11)(12)	Class A Units (423,728 units)	7/7/2023						424		424		0.0	%
								19,707		17,819		1.2	%
Communications
Celtra Technologies, Inc. (11)	Class A Units (1,250,000 units)	11/19/2021						1,250		1,250		0.1	%
IntelePeer Holdings, Inc. (11)	Series C Preferred Shares (1,816,295 shares)	4/8/2021						1,816		1,957		0.1	%
	Series D Preferred Shares (1,598,874 shares)	4/8/2021						2,925		2,099		0.1	%
	280,000 Series C Warrants	2/28/2020						183		—		0.0	%
	106,592 Series D Warrants	4/8/2021						—		—		0.0	%
								6,174		5,306		0.3	%
Education
Astra 2L Holdings II LLC (11)	Membership Interest (10.17% ownership)	1/13/2022						3,255		309		0.0	%
EMS Linq, Inc. (11)	Class B Units (5,522,526 units)	12/22/2021						5,522		4,762		0.4	%
RMCF IV CIV XXXV, LP. (11)	Partnership Interest (11.94% ownership)	6/8/2021						1,000		1,455		0.1	%
								9,777		6,526		0.5	%
Financial Services
AF Eagle Parent, L.P.(11)(12)	Partnership (121,329 units)	11/27/2023						4,091		4,091		0.3	%
CLGF Holdco 2, LLC(4)(11)(12)	334,682 Warrants	11/7/2023						183		183		0.0	%
Newport Parent Holdings, L.P. (11)	Class A-2 Units (131,569 units)	12/10/2020						4,177		11,591		0.8	%
Oxford Square Capital Corp. (4)(10)	Common Shares (1,620 shares)	8/5/2015						6		5		0.0	%
Passport Labs, Inc. (11)	17,534 Warrants	4/28/2021						192		—		0.0	%
TradingScreen, Inc. (11)(13)	Class A Units (600,000 units)	5/14/2021						600		600		0.0	%
								9,249		16,470		1.1	%
Healthcare
Caris Life Sciences, Inc. (11)	Series C Preferred Shares (1,915,114 shares)	10/13/2020						3,500		6,676		0.4	%
	Series D Preferred Shares (1,240,740 shares)	5/11/2021						10,050		9,899		0.7	%
	633,376 Warrants	9/21/2018						192		1,187		0.1	%
	569,991 Warrants	4/2/2020						250		885		0.1	%
Merative Topco L.P. (11)	989,691 Class A-1 Units	6/30/2022						9,897		9,600		0.6	%
Raptor US Buyer II Corp. (11)(12)	20,268 Ordinary Shares	3/24/2023						2,033		2,033		0.1	%
								25,922		30,280		2.0	%
Hotel, Gaming and Leisure
IRGSE Holding Corp. (7)(11)	Class A Units (33,790,171 units)	12/21/2018						21,842		2,281		0.2	%
	Class C-1 Units (8,800,000 units)	12/21/2018						100		43		0.0	%
								21,942		2,324		0.2	%
Human Resource Support Services
Axonify, Inc. (4)(11)(13)	Class A-1 Units (3,780,000 units)	5/5/2021						3,780		4,026		0.3	%
bswift, LLC (11)(12)	Class A-1 Units (2,393,509 units)	11/7/2022						2,394		2,394		0.2	%
DaySmart Holdings, LLC (11)	Class A Units (166,811 units)	12/18/2020						1,347		2,138		0.1	%
Employment Hero Holdings Pty Ltd. (4)(11)	Series E Preferred Shares (113,250 shares)	3/1/2022						2,134	2,605  (AUD 3,817)			0.2	%
								9,655		11,163		0.8	%
Internet Services
Bayshore Intermediate #2, L.P. (11)(13)	Co-Invest Common Units (8,837,008 units)	10/1/2021						8,837		8,461		0.5	%
	Co-Invest 2 Common Units (3,493,701 units)	10/1/2021						3,494		3,345		0.2	%
Lucidworks, Inc. (11)	Series F Preferred Shares (199,054 shares)	8/2/2019						800		800		0.1	%
Piano Software, Inc. (11)	Series C-1 Preferred Shares (418,527 shares)	12/22/2021						3,000		3,000		0.2	%
	Series C-2 Preferred Shares (27,588 shares)(12)	11/18/2022						198		198		0.0	%
SMA Technologies Holdings, LLC (11)(12)	Class A Units (1,300 shares)	11/21/2022						1,300		1,300		0.1	%
	Class B Units (923,250 shares)	11/21/2022						—		—		0.0	%
								17,629		17,104		1.1	%
Marketing Services
Validity, Inc.	Series A Preferred Shares (3,840,000 shares)	5/31/2018						3,840		10,368		0.7	%
Oil, Gas and Consumable Fuels
Murchison Oil and Gas, LLC (13)	13,355 Preferred Units	6/30/2022						13,355		14,156		0.9	%
TRP Assets, LLC (11)(13)	Partnership Interest (1.89% ownership)	8/25/2022						8,755		11,513		0.8	%
								22,110		25,669		1.7	%
Pharmaceuticals
TherapeuticsMD, Inc. (4)(11)	14,256 Warrants	8/5/2020						1,029		—		0.0	%
Retail and Consumer Products
American Achievement, Corp. (11)	Class A Units (687 units)	3/16/2021						—		50		0.0	%
Copper Bidco, LLC	Trust Certificates (132,928 Certificates)	12/7/2020						—		—		0.0	%
	Trust Certificates (996,958 Certificates) (9)	1/30/2021						2,589		10,089		0.6	%
Neuintel, LLC (11)(13)	Class A Units (1,176,494 units)	12/21/2021						3,000		2,430		0.2	%
								5,589		12,569		0.8	%
Structured Credit
Allegro CLO Ltd, Series 2018-1A, (3)(4)(9)	Structured Credit ($1,000 par, due 6/2031)	5/26/2022	SOFR + 3.11%		8.51	%		983		971		0.0	%
American Money Management Corp CLO Ltd, Series 2016-18A (3)(4)(9)	Structured Credit ($1,500 par, due 5/2031)	6/22/2022	SOFR + 3.31%		8.70	%		1,359		1,475		0.1	%
Ares CLO Ltd, Series 2021-59A (3)(4)(9)	Structured Credit ($1,000 par, due 4/2034)	6/23/2022	SOFR + 6.51%		11.89	%		898		967		0.0	%

17

Company (1)	Investment	Initial Acquisition Date	Reference Rate and Spread	Interest Rate				Amortized Cost (2)(7)			Fair Value (8)		Percentage of Net Assets
Ares Loan Funding I Ltd, Series 2021-ALFA, Class E (3)(4)(9)	Structured Credit ($1,000 par, due 10/2034)	6/24/2022	SOFR + 6.96%		12.36	%			944			988		0.0	%
Bain Capital Credit CLO Ltd, Series 2018-1A (3)(4)(9)	Structured Credit ($500 par, due 4/2031)	10/15/2020	SOFR + 5.61%		11.02	%			429			445		0.0	%
Battalion CLO Ltd, Series 2021-21A (3)(4)(9)	Structured Credit ($1,300 par, due 7/2034)	7/13/2022	SOFR + 3.56%		8.96	%			1,170			1,252		0.1	%
Benefit Street Partners CLO Ltd, Series 2015-BR (3)(4)(9)	Structured Credit ($2,500 par, due 7/2034)	7/13/2022	SOFR + 4.11%		9.53	%			2,194			2,465		0.2	%
Benefit Street Partners CLO Ltd, Series 2015-8A (3)(4)(9)	Structured Credit ($1,425 par, due 1/2031)	9/13/2022	SOFR + 3.01%		8.43	%			1,289			1,367		0.1	%
Carlyle Global Market Strategies CLO Ltd, Series 2014-4RA (3)(4)(9)	Structured Credit ($1,000 par, due 7/2030)	5/26/2022	SOFR + 3.16%		8.56	%			920			962		0.1	%
Carlyle Global Market Strategies CLO Ltd, Series 2016-1, Ltd (3)(4)(9)	Structured Credit ($1,600 par, due 4/2034)	2/15/2023	SOFR + 6.86%		12.28	%			1,430			1,521		0.1	%
Carlyle Global Market Strategies CLO Ltd, Series 2018-1A (3)(4)(9)	Structured Credit ($1,550 par, due 4/2031)	8/11/2020	SOFR + 6.01%		11.42	%			1,264			1,442		0.1	%
CarVal CLO III Ltd, Series 2019-2A (3)(4)(9)	Structured Credit ($1,000 par, due 7/2032)	6/30/2022	SOFR + 6.70%		12.11	%			903			971		0.1	%
Cedar Funding CLO Ltd, Series 2018-7A (3)(4)(9)	Structured Credit ($1,000 par, due 1/2031)	7/21/2022	SOFR + 4.81%		10.23	%			874			934		0.0	%
CIFC CLO Ltd, Series 2018-3A (3)(4)(9)	Structured Credit ($1,000 par, due 7/2031)	6/16/2022	SOFR + 5.76%		11.16	%			904			956		0.0	%
CIFC CLO Ltd, Series 2021-4A (3)(4)(9)	Structured Credit ($1,000 par, due 7/2033)	7/14/2022	SOFR + 6.26%		11.66	%			900			991		0.1	%
Crown Point CLO Ltd, Series 2021-10A (3)(4)(9)	Structured Credit ($1,000 par, due 7/2034)	6/14/2022	SOFR + 7.11%		12.53	%			903			953		0.1	%
Dryden Senior Loan Fund, Series 2018-55A (3)(4)(9)	Structured Credit ($1,000 par, due 4/2031)	7/25/2022	SOFR + 3.11%		8.51	%			927			959		0.1	%
Dryden Senior Loan Fund, Series 2020-86A (3)(4)(9)	Structured Credit ($1,500 par, due 7/2034)	8/17/2022	SOFR + 6.76%		12.16	%			1,463			1,433		0.1	%
Eaton CLO Ltd, Series 2015-1A (3)(4)(9)	Structured Credit ($2,500 par, due 1/2030)	6/23/2022	SOFR + 2.76%		8.18	%			2,260			2,410		0.2	%
Eaton CLO Ltd, Series 2020-1A (3)(4)(9)	Structured Credit ($1,000 par, due 10/2034)	8/11/2022	SOFR + 6.51%		11.91	%			936			970		0.1	%
GoldenTree CLO Ltd, Series 2020-7A (3)(4)(9)	Structured Credit ($1,000 par, due 4/2034)	6/17/2022	SOFR + 6.76%		12.18	%			921			994		0.1	%
Gulf Stream Meridian, Series 2021-4A (3)(4)(9)	Structured Credit ($1,015 par, due 7/2034)	6/3/2022	SOFR + 6.61%		12.01	%			942			968		0.0	%
Gulf Stream Meridian, Series 2021-6A (3)(4)(9)	Structured Credit ($2,000 par, due 1/2037)	9/12/2022	SOFR + 6.62%		11.93	%			1,851			1,928		0.1	%
Jefferson Mill CLO Ltd, Series 2015-1A (3)(4)(9)	Structured Credit ($1,000 par, due 10/2031)	5/23/2022	SOFR + 3.81%		9.22	%			908			965		0.0	%
KKR CLO Ltd, 49A (3)(4)(9)	Structured Credit ($1,000 par, due 7/2035)	6/2/2022	SOFR + 8.26%		13.42	%			978			987		0.1	%
Madison Park CLO, Series 2018-28A (3)(4)(9)	Structured Credit ($1,000 par, due 7/2030)	6/28/2022	SOFR + 5.51%		10.91	%			911			963		0.0	%
Magnetite CLO Ltd, Series 2021-30A (3)(4)(9)	Structured Credit ($1,000 par, due 10/2034)	6/13/2022	SOFR + 6.46%		11.84	%			920			988		0.1	%
MidOcean Credit CLO Ltd, Series 2016-6A (3)(4)(9)	Structured Credit ($3,500 par, due 4/2033)	5/23/2022	SOFR + 3.78%		9.20	%			3,170			3,274		0.2	%
MidOcean Credit CLO Ltd, Series 2018-9A (3)(4)(9)	Structured Credit ($1,100 par, due 7/2031)	6/1/2022	SOFR + 6.31%		11.73	%			970			1,012		0.1	%
Octagon 57 LLC, Series 2021-1A (3)(4)(9)	Structured Credit ($1,000 par, due 10/2034)	5/24/2022	SOFR + 6.86%		12.26	%			951			940		0.0	%
Octagon Investment Partners 18 Ltd, Series 2018-18A (3)(4)(9)	Structured Credit ($1,000 par, due 4/2031)	7/26/2022	SOFR + 2.96%		8.36	%			913			959		0.1	%
Octagon Investment Partners 38 Ltd, Series 2018-1A (3)(4)(9)	Structured Credit ($2,800 par, due 7/2030)	9/20/2022	SOFR + 3.21%		8.63	%			2,505			2,713		0.2	%
Park Avenue Institutional Advisers CLO Ltd, Series 2018-1A (3)(4)(9)	Structured Credit ($1,000 par, due 10/2031)	9/23/2022	SOFR + 3.59%		9.01	%			870			925		0.1	%
Pikes Peak CLO, Series 2021-9A (3)(4)(9)	Structured Credit ($2,000 par, due 10/2034)	8/31/2022	SOFR + 6.84%		12.23	%			1,787			1,890		0.1	%
RR Ltd, Series 2020-8A (3)(4)(9)	Structured Credit ($1,000 par, due 4/2033)	8/22/2022	SOFR + 6.66%		12.06	%			955			995		0.1	%
Signal Peak CLO LLC, Series 2018-5A (3)(4)(9)	Structured Credit ($333 par, due 4/2031)	8/9/2022	SOFR + 5.91%		11.29	%			301			318		0.0	%
Southwick Park CLO Ltd, Series 2019-4A (3)(4)(9)	Structured Credit ($1,000 par, due 7/2032)	5/25/2022	SOFR + 6.51%		11.93	%			932			968		0.1	%
Stewart Park CLO Ltd, Series 2015-1A (3)(4)(9)	Structured Credit ($1,000 par, due 1/2030)	7/25/2022	SOFR + 2.86%		8.26	%			928			970		0.1	%
Voya CLO Ltd, Series 2018-3A (3)(4)(9)	Structured Credit ($2,750 par, due 10/2031)	6/22/2022	SOFR + 6.01%		11.41	%			2,441			2,484		0.2	%
Wind River CLO Ltd, Series 2014-2A (3)(4)(9)	Structured Credit ($1,500 par, due 1/2031)	6/23/2022	SOFR + 3.16%		8.56	%			1,407			1,404		0.1	%
Wind River CLO Ltd, Series 2017-1A (3)(4)(9)	Structured Credit ($3,000 par, due 4/2036)	7/14/2022	SOFR + 3.98%		9.38	%			2,633			2,911		0.2	%
Wind River CLO Ltd, Series 2018-3A (3)(4)(9)	Structured Credit ($2,000 par, due 1/2031)	12/12/2022	SOFR + 5.91%		11.33	%			1,721			1,856		0.1	%
									52,865			55,844		3.7	%
Total Equity and Other Investments									205,488			211,442		14.1	%
Total Investments							$		3,251,012	$		3,283,065		219.4	%

18

	Interest Rate Swaps as of December 31, 2023
	Company Receives	Company Pays	Maturity Date	Notional Amount		Fair Market Value			Upfront (Payments) / Receipts		Change in Unrealized Gains / (Losses)
Interest rate swap (a)	SOFR + 2.54%	3.875%	11/1/2024	$	2,500	$	—		$	—	$	—
Interest rate swap (a)(b)(c)(d)	3.875%	SOFR + 2.51%	11/1/2024		300,000		(8,846	)		—		7,647
Interest rate swap (a)(b)(c)(d)	3.875%	SOFR + 2.72%	11/1/2024		50,000		(1,563	)		—		1,362
Interest rate swap (a)(b)	2.50%	SOFR + 2.17%	8/1/2026		300,000		(26,111	)		—		9,554
Interest rate swap (a)(b)	6.95%	SOFR + 2.99%	8/14/2028		300,000		4,680			—		4,680
Total Hedge Accounting Swaps					952,500		(31,840	)		—		23,243
Cash collateral					—		55,819			—		—
Total derivatives				$	952,500	$	23,979		$	—	$	23,243

(a)

Contains a variable rate structure. Bears interest at a rate determined by SOFR.

(b)

Instrument is used in a hedge accounting relationship. The associated change in fair value is recorded along with the change in fair value of the hedged item within interest expense.

(c)

$2.5 million in aggregate notional value of these instruments is no longer designated as instruments in a hedge accounting relationship. The associated change in fair value of the de-designated portion is recorded within unrealized gain/(loss).

(d)

The fair market value of this instrument is presented net with the $2.5 million in aggregate notional value of instruments no longer designated as instruments in a hedge accounting relationship.

(1)

Certain portfolio company investments are subject to contractual restrictions on sales.

(2)

The amortized cost represents the original cost adjusted for the amortization of discounts and premiums, as applicable, on debt investments using the effective interest method.

(3)

Investment contains a variable rate structure, subject to an interest rate floor. Variable rate investments bear interest at a rate that may be determined by reference to either Euro Interbank Offer Rate (“Euribor” or “E”), Sterling Overnight Index Average ("SONIA"), Canadian Dollar Offered Rate (“CDOR” or “C”), Secured Overnight Financing Rate (“SOFR”) which may also contain a credit spread adjustment depending on the tenor election, Bank Bill Swap Bid Rate (“BBSY” or “B”), Sterling Overnight Interbank Average Rate (“SONIA” or “S”) or an alternate base rate (which can include the Federal Funds Effective Rate or the Prime Rate or “P”), all of which include an available tenor, selected at the borrower’s option, which reset periodically based on the terms of the credit agreement. For investments with multiple interest rate contracts, the interest rate shown is the weighted average interest rate in effect at December 31, 2023.

(4)

This portfolio company is not a qualifying asset under Section 55(a) of the Investment Company Act of 1940, as amended (the “1940 Act”). Under the 1940 Act, the Company may not acquire any non-qualifying asset unless, at the time such acquisition is made, qualifying assets represent at least 70% of total assets. Non-qualifying assets represented 13.1% of total assets as of December 31, 2023.

19

(5)

In addition to the interest earned based on the stated interest rate of this investment, which is the amount reflected in this schedule, the Company may be entitled to receive additional interest as a result of an arrangement with other members in the syndicate to the extent an investment has been allocated to “first out” and “last out” tranches, whereby the “first out” tranche will have priority as to the “last out” tranche with respect to payments of principal, interest and any amounts due thereunder and the Company holds the “last out” tranche.

(6)

Under the 1940 Act, the Company is deemed to be both an “Affiliated Person” of and “Control,” as such terms are defined in the 1940 Act, this portfolio company, as the Company owns more than 25% of the portfolio company’s outstanding voting securities or has the power to exercise control over management or policies of such portfolio company (including through a management agreement). Transactions during the year ended December 31, 2023 in which the issuer was an Affiliated Person of and was deemed to Control a portfolio company are as follows:

Controlled, Affiliated Investments during the year ended December 31, 2023

Company	Fair Value at December 31, 2022		Gross Additions (a)		Gross Reductions (b)		Net Change In Unrealized Gain/(Loss)			Realized Gain/(Losses)		Transfers		Fair Value at December 31, 2023		Other Income		Interest Income
IRGSE Holding Corp.	$	70,755	$	10,875	$	—	$	(21,717	)	$	—	$	—	$	59,913	$	6	$	7,756
Total	$	70,755	$	10,875	$	—	$	(21,717	)	$	—	$	—	$	59,913	$	6	$	7,756

(a)

Gross additions include increases in the cost basis of investments resulting from new investments, payment-in-kind interest or dividends, the amortization of any unearned income or discounts on debt investments, as applicable.

(b)

Gross reductions include decreases in the cost basis of investments resulting from principal collections related to investment repayments or sales, and the amortization of any premiums on debt investments, as applicable. When an investment is placed on non-accrual status, any cash flows received by the Company are applied to the outstanding principal balance.

(7)

As of December 31, 2023, the estimated cost basis of investments for U.S. federal tax purposes was $3,256,630 resulting in estimated gross unrealized gains and losses of $159,281 and $135,606, respectively.

(8)

In accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 820, Fair Value Measurements (“ASC Topic 820”), unless otherwise indicated, the fair values of all investments were determined using significant unobservable inputs and are considered Level 3 investments. See Note 6 for further information related to investments at fair value.

(9)

This investment is valued using observable inputs and is considered a Level 2 investment. See Note 6 for further information related to investments at fair value.

(10)

This investment is valued using observable inputs and is considered a Level 1 investment. See Note 6 for further information related to investments at fair value.

(11)

This investment is non-income producing.

(12)

All or a portion of this security was acquired in a transaction exempt from registration under the Securities Act of 1933, and may be deemed to be “restricted securities” under the Securities Act. As of December 31, 2023, the aggregate fair value of these securities is $13,032, or 0.9% of the Company’s net assets.

(13)

Ownership of equity investments may occur through a holding company or partnership.

(14)

Investment is on non-accrual status as of December 31, 2023.

(15)

In addition to the principal amount outstanding and accrued interest owed on this investment, the Company is entitled to a separate Make-Whole Amount (the “Make-Whole”) of $11.8 million. The Make-Whole is a contractual obligation of the borrower and accrues interest on the balance outstanding. The Make-Whole is included on the Company’s Consolidated Balance Sheet within other assets, net of any valuation allowance. Given uncertainty relating to collectability of the Make-Whole, the Company has applied a full valuation allowance against the amount of the Make-Whole balance outstanding.

20

Sixth Street Specialty Lending, Inc.

Consolidated Statements of Changes in Net Assets

(Amounts in thousands, except share amounts)

(Unaudited)

	Common Stock				Treasury Stock
	Shares		Par Amount		Shares		Cost			Paid in Capital in Excess of Par		Distributable Earnings			Total Net Assets
Balance at December 31, 2023		87,829,499	$	885		664,250	$	(10,459	)	$	1,405,173	$	100,776		$	1,496,375
Net increase (decrease) in net assets resulting from operations:
Net investment income		—		—		—		—			—		52,362			52,362
Net change in unrealized gains (losses) on investments and    foreign currency translation		—		—		—		—			—		(6,969	)		(6,969	)
Net realized gains (losses) on investments and foreign    currency transactions		—		—		—		—			—		2,125			2,125
Increase (decrease) in net assets resulting from capital share transactions
Issuance of common stock, net of offering and    underwriting costs		4,000,000		40		—		—			81,417		—			81,457
Dividends to stockholders:
Stock issued in connection with dividend reinvestment plan		292,057		3		—		—			5,921		—			5,924
Dividends declared from distributable earnings		—		—		—		—			—		(49,268	)		(49,268	)
Balance at March 31, 2024		92,121,556	$	928		664,250	$	(10,459	)	$	1,492,511	$	99,026		$	1,582,006

	Common Stock				Treasury Stock
	Shares		Par Amount		Shares		Cost			Paid in Capital in Excess of Par			Distributable Earnings			Total Net Assets
Balance at December 31, 2022		81,389,287	$	821		664,250	$	(10,459	)	$	1,294,751		$	56,456		$	1,341,569
Net increase (decrease) in net assets resulting from operations:
Net investment income		—		—		—		—			—			42,937			42,937
Net change in unrealized gains (losses) on investments and    foreign currency translation		—		—		—		—			—			4,777			4,777
Net realized gains (losses) on investments and foreign    currency transactions		—		—		—		—			—			5,238			5,238
Dividends to stockholders:
Stock issued in connection with dividend reinvestment plan		362,578		3		—		—			6,245			—			6,248
Dividends declared from distributable earnings		—		—		—		—			—			(44,764	)		(44,764	)
Tax reclassification of stockholders' equity in accordance with    GAAP		—		—		—		—			(403	)		403			—
Balance at March 31, 2023		81,751,865	$	824		664,250	$	(10,459	)	$	1,300,593		$	65,047		$	1,356,005

The Company changed its tax year end from March 31st to December 31st.

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

21

Sixth Street Specialty Lending, Inc.

Consolidated Statements of Cash Flows

(Amounts in thousands)

(Unaudited)

	Three Months Ended
	March 31, 2024			March 31, 2023
Cash Flows from Operating Activities
Increase (decrease) in net assets resulting from operations	$	47,518		$	52,952
Adjustments to reconcile increase (decrease) in net assets resulting from operations to net cash provided by (used in) operating activities:
Net change in unrealized (gains) losses on investments		11,696			(5,550	)
Net change in unrealized (gains) losses on foreign currency transactions		(4,727	)		1,004
Net change in unrealized (gains) losses on interest rate swaps		—			(231	)
Net realized (gains) losses on investments		(2,234	)		(4,814	)
Net realized (gains) losses on foreign currency transactions		(493	)		(554	)
Net amortization of discount on investments		(3,962	)		(3,537	)
Amortization of deferred financing costs		1,705			1,227
Amortization of discount on debt		395			192
Purchases and originations of investments, net		(211,348	)		(176,371	)
Proceeds from investments, net		26,102			5,370
Repayments on investments		89,294			57,543
Paid-in-kind interest		(7,111	)		(3,300	)
Changes in operating assets and liabilities:
Interest receivable		(2,287	)		(5,784	)
Interest receivable paid-in-kind		(997	)		(1	)
Prepaid expenses and other assets		2,732			801
Management fees payable to affiliate		237			(49	)
Incentive fees on net investment income payable to affiliate		(523	)		(1,437	)
Incentive fees on net capital gains accrued to affiliate		(845	)		1,758
Payable to affiliate		(101	)		442
Other liabilities		(10,589	)		6,835
Net Cash Provided by (Used in) Operating Activities		(65,538	)		(73,504	)
Cash Flows from Financing Activities
Borrowings on debt		622,000			457,575
Repayments on debt		(578,847	)		(345,465	)
Deferred financing costs		(5,034	)	—
Proceeds from issuance of common stock, net of offering and    underwriting costs		81,457		—
Dividends paid to stockholders		(43,344	)		(38,516	)
Net Cash Provided by (Used in) Financing Activities		76,232			73,594
Net Increase (Decrease) in Cash, Cash Equivalents, and Restricted Cash		10,694			90
Cash, cash equivalents, and restricted cash, beginning of period		25,196			25,647
Cash, Cash Equivalents, and Restricted Cash, End of Period	$	35,890		$	25,737
Supplemental Information:
Interest paid during the period	$	38,362		$	25,648
Excise and other taxes paid during the period	$	2,300		$	2,413
Dividends declared during the period	$	49,268		$	44,764
Non-Cash Financing Activities:
Reinvestment of dividends during the period	$	5,924		$	6,248

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

22

Sixth Street Specialty Lending, Inc.

Notes to Consolidated Financial Statements

(Unaudited)

(Amounts in thousands, unless otherwise indicated)

1. Organization and Basis of Presentation

Organization

Sixth Street Specialty Lending, Inc. (the “Company”) is a Delaware corporation formed on July 21, 2010. The Company was formed primarily to lend to, and selectively invest in, middle-market companies in the United States. The Company has elected to be regulated as a business development company (“BDC”) under the 1940 Act. In addition, for tax purposes, the Company has elected to be treated as a regulated investment company (“RIC”) under Subchapter M of the Internal Revenue Code of 1986, as amended (the “Code”). The Company is managed by Sixth Street Specialty Lending Advisers, LLC (the “Adviser”). On June 1, 2011, the Company formed a wholly-owned subsidiary, TC Lending, LLC, a Delaware limited liability company. On March 22, 2012, the Company formed a wholly-owned subsidiary, Sixth Street SL SPV, LLC, a Delaware limited liability company. On May 19, 2014, the Company formed a wholly-owned subsidiary, Sixth Street SL Holding, LLC, a Delaware limited liability company. On December 9, 2020, the Company formed a wholly-owned subsidiary, Sixth Street Specialty Lending Sub, LLC, a Cayman Islands limited liability company.

On March 21, 2014, the Company completed its initial public offering (“IPO”) and the Company’s shares began trading on the New York Stock Exchange (“NYSE”) under the symbol “TSLX.”

Basis of Presentation

The accompanying consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”), and include the accounts of the Company and its subsidiaries. In the opinion of management, all adjustments considered necessary for the fair presentation of the consolidated financial statements for the periods presented have been included. The results of operations for interim periods are not indicative of results to be expected for the full year. All intercompany balances and transactions have been eliminated in consolidation.

Certain financial information that is normally included in annual financial statements, including certain financial statement footnotes, prepared in accordance with U.S. GAAP, is not required for interim reporting purposes and has been condensed or omitted herein. These consolidated financial statements should be read in conjunction with the Company’s consolidated financial statements and notes related thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023, which was filed with the Securities and Exchange Commission (“SEC”), on February 15, 2024.

The Company is an investment company and, therefore, applies the specialized accounting and reporting guidance in Accounting Standards Codification (“ASC”) Topic 946, Financial Services – Investment Companies.

Fiscal Year End

The Company’s fiscal year ends on December 31.

2. Significant Accounting Policies

Use of Estimates

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

Cash and Cash Equivalents

Cash and cash equivalents may consist of demand deposits, highly liquid investments (e.g., money market funds, U.S. Treasury notes, and similar type instruments) with original maturities of three months or less, and restricted cash pledged as collateral for certain centrally cleared derivative instruments. Cash and cash equivalents denominated in U.S. dollars are carried at cost, which approximates fair value. The Company deposits its cash and cash equivalents with highly-rated banking corporations and, at times, cash deposits may exceed the insured limits under applicable law.

23

Investments at Fair Value

Loan originations are recorded on the date of the binding commitment, which is generally the funding date. Investment transactions purchased through the secondary markets are recorded on the trade date. Realized gains or losses are measured by the difference between the net proceeds received (excluding prepayment fees, if any) and the amortized cost basis of the investment without regard to unrealized gains or losses previously recognized, and include investments charged off during the period, net of recoveries. The net change in unrealized gains or losses primarily reflects the change in investment values and also includes the reversal of previously recorded unrealized gains or losses with respect to investments realized during the period.

Investments for which market quotations are readily available are typically valued at those market quotations. To validate market quotations, the Company utilizes a number of factors to determine if the quotations are representative of fair value, including the source and number of the quotations. Debt and equity securities that are not publicly traded or whose market prices are not readily available, as is the case for substantially all of our investments, are valued at fair value as determined in good faith by the Company’s Board of Directors (the “Board”), based on, among other things, the input of the Adviser, the Company’s Audit Committee and independent third-party valuation firms engaged at the direction of the Board.

As part of the valuation process, the Board takes into account relevant factors in determining the fair value of its investments, including and in combination of: the estimated enterprise value of a portfolio company (that is, the total value of the portfolio company’s net debt and equity), the nature and realizable value of any collateral, the portfolio company’s ability to make payments based on its earnings and cash flow, the markets in which the portfolio company does business, a comparison of the portfolio company’s securities to any similar publicly traded securities, and overall changes in the interest rate environment and the credit markets that may affect the price at which similar investments may be made in the future. When an external event such as a purchase transaction, public offering or subsequent equity sale occurs, the Board considers whether the pricing indicated by the external event corroborates its valuation.

The Board undertakes a multi-step valuation process, which includes, among other procedures, the following:

•

The valuation process begins with each investment being initially valued by the investment professionals responsible for the portfolio investment in conjunction with the portfolio management team.

•

The Adviser’s management reviews the preliminary valuations with the investment professionals. Agreed upon valuation recommendations are presented to the Audit Committee.

•

The Audit Committee reviews the valuations presented and recommends values for each investment to the Board.

•

The Board reviews the recommended valuations and determines the fair value of each investment; valuations that are not based on readily available market quotations are valued in good faith based on, among other things, the input of the Adviser, Audit Committee and, where applicable, other third parties including independent third-party valuation firms engaged at the direction of the Board.

The Company conducts this valuation process on a quarterly basis.

The Board has engaged independent third-party valuation firms to perform certain limited procedures that the Board has identified and requested them to perform in connection with the valuation process of investments for which no market quotations are readily available. At March 31, 2024, the independent third-party valuation firms performed their procedures over substantially all of the Company’s investments. Upon completion of such limited procedures, the third-party valuation firms concluded that the fair value, as determined by the Board, of those investments subjected to their limited procedures, appeared reasonable.

The Company applies Financial Accounting Standards Board Accounting Standards Codification Topic 820, Fair Value Measurement (“ASC Topic 820”), as amended, which establishes a framework for measuring fair value in accordance with U.S. GAAP and required disclosures of fair value measurements. ASC Topic 820 determines fair value to be the price that would be received for an investment in a current sale, which assumes an orderly transaction between market participants on the measurement date. Market participants are defined as buyers and sellers in the principal or most advantageous market (which may be a hypothetical market) that are independent, knowledgeable, and willing and able to transact. In accordance with ASC Topic 820, the Company considers its principal market to be the market that has the greatest volume and level of activity. ASC Topic 820 specifies a fair value

24

hierarchy that prioritizes and ranks the level of observability of inputs used in determination of fair value. In accordance with ASC Topic 820, these levels are summarized below:

•

Level 1—Valuations based on quoted prices in active markets for identical assets or liabilities that the Company has the ability to access.

•

Level 2—Valuations based on quoted prices in markets that are not active or for which all significant inputs are observable, either directly or indirectly.

•

Level 3—Valuations based on inputs that are unobservable and significant to the overall fair value measurement.

Transfers between levels, if any, are recognized at the beginning of the quarter in which the transfers occur. In addition to using the above inputs in investment valuations, the Company applies the valuation policy approved by its Board that is consistent with ASC Topic 820. Consistent with the valuation policy, the Company evaluates the source of 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 a security is valued based on prices provided by reputable dealers or pricing services (that is, broker quotes), the Company subjects those prices to various additional criteria in making the determination as to whether a particular investment would qualify for treatment as a Level 2 or Level 3 investment. For example, the Company reviews pricing provided by dealers or pricing services in order to determine if observable market information is being used, versus unobservable inputs. Some additional factors considered include the number of prices obtained as well as an assessment as to their quality, such as the depth of the relevant market relative to the size of the Company’s position.

Due to the inherent uncertainty of determining the fair value of investments that do not have a readily available market value, the fair value of the Company’s investments may fluctuate from period to period. Additionally, the fair value of such 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 may ultimately be realized. Further, such investments are generally less liquid than publicly traded securities and may be subject to contractual and other restrictions on resale. If the Company were required to liquidate a portfolio investment in a forced or liquidation sale, it could realize amounts that are different from the amounts presented and such differences could be material.

In addition, changes in the market environment including the impact of changes in broader market indices and credit spreads 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 herein.

Financial and Derivative Instruments

The Company recognizes all derivative instruments as assets or liabilities at fair value in its consolidated financial statements, pursuant to ASC Topic 815 Derivatives and Hedging, further clarified by the FASB’s issuance of the Accounting Standards Update (“ASU”) No. 2017-12, Derivatives and Hedging, which was adopted in 2019 by the Company. For all derivative instruments designated in a hedge accounting relationship, the entire change in the fair value of the hedging instrument shall be recorded in the same line item of the Consolidated Statements of Operations as the hedged item. The Company uses certain interest rate swaps as derivative instruments to hedge the Company’s fixed rate debt, and therefore both the periodic payment and the change in fair value for the effective hedge, if applicable, will be recognized as components of interest expense in the Consolidated Statements of Operations. For derivative contracts entered into by the Company that are not designated in a hedge accounting relationship, the Company presents changes in the fair value through current period earnings.

In the normal course of business, the Company has commitments and risks resulting from its investment transactions, which may include those involving derivative instruments. Derivative instruments are measured in terms of the notional contract amount and derive their value based upon one or more underlying instruments. While the notional amount gives some indication of the Company’s derivative activity, it generally is not exchanged, but is only used as the basis on which interest and other payments are exchanged. Derivative instruments are subject to various risks similar to non-derivative instruments including market, credit, liquidity, and operational risks. The Company manages these risks on an aggregate basis as part of its risk management process.

Derivatives, including the Company’s interest rate swaps, for which broker quotes are available are typically valued at those broker quotes.

Offsetting Assets and Liabilities

Foreign currency forward contract and interest rate swap receivables or payables pending settlement are offset, and the net amount is included with receivable or payable for foreign currency forward contracts or interest rate swaps in the Consolidated Balance Sheet when, and only when, they are with the same counterparty, the Company has the legal right to offset the recognized amounts, and it intends to either settle on a net basis or realize the asset and settle the liability simultaneously.

25

Foreign Currency

Foreign currency amounts are translated into U.S. dollars on the following basis:

•

cash and cash equivalents, market value of investments, outstanding debt on revolving credit facilities, other assets and liabilities: at the spot exchange rate on the last business day of the period; and

•

purchases and sales of investments, borrowings and repayments of such borrowings, income and expenses: at the rates of exchange prevailing on the respective dates of such transactions.

Although net assets and fair values are presented based on the applicable foreign exchange rates described above, the Company does not isolate that portion of the results of operations resulting from changes in foreign exchange rates on investments from the fluctuations arising from changes in fair values of investments held. Such fluctuations are included with the net realized and unrealized gain or loss from investments. The Company’s current approach to hedging the foreign currency exposure in its non-U.S. dollar denominated investments is primarily to borrow the par amount in local currency under the Company’s Revolving Credit Facility to fund these investments. Fluctuations arising from the translation of foreign currency borrowings are included with the net change in unrealized gains (losses) on translation of assets and liabilities in foreign currencies on the Consolidated Statements of Operations.

Investments denominated in foreign currencies and foreign currency transactions may involve certain considerations and risks not typically associated with those of domestic origin, including unanticipated movements in the value of the foreign currency relative to the U.S. dollar.

Equity Offering Expenses

The Company records expenses related to equity offerings as a reduction of capital upon completion of an offering of registered securities. The costs associated with renewals of the Company’s shelf registration statement are expensed as incurred.

Debt Issuance Costs

The Company records origination and other expenses related to its debt obligations as deferred financing costs, which are presented as a direct deduction from the carrying value of the related debt liability. These expenses are deferred and amortized using the effective interest method, or straight-line method, over the stated maturity of the debt obligation.

Interest and Dividend Income Recognition

Interest income is recorded on an accrual basis and includes the amortization of discounts and premiums. Discounts and premiums to par value on securities purchased or originated are amortized into interest income over the contractual life of the respective security using the effective interest method. The amortized cost of investments represents the original cost adjusted for the amortization of discounts and premiums, if any.

Unless providing services in connection with an investment, such as syndication, structuring or diligence, all or a portion of any loan fees received by the Company will be deferred and amortized over the investment’s life using the effective interest method.

Loans are generally placed on non-accrual status when principal or interest payments are past due 30 days or more or when management has reasonable doubt that the borrower will pay principal or interest in full. Accrued and unpaid interest is generally reversed when a 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 has been paid and, in management’s judgment, the borrower is likely to make principal and interest payments in the future. Management may determine to not place a loan on non-accrual status if, notwithstanding any failure to pay, the loan has sufficient collateral value and is in the process of collection.

Dividend income on preferred equity securities is recorded on an 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.

Other Income

From time to time, the Company may receive fees for services provided to portfolio companies by the Adviser. The services that the Adviser provides vary by investment, but may include syndication, structuring, diligence fees, or other service-based fees and fees for providing managerial assistance to our portfolio companies and are recognized as revenue when earned.

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Earnings per share

The Company's earnings per share (“EPS”) amounts have been computed based on the weighted-average number of shares of common stock outstanding for the period. Basic EPS is computed by dividing net increase (decrease) in net assets resulting from operations by the weighted average number of shares of common stock outstanding during the period. Diluted EPS is computed by dividing net increase (decrease) in net assets resulting from operations by the weighted average number of shares of common stock assuming all potential shares had been issued and the additional shares of common stock were dilutive. Diluted EPS reflects the potential dilution, using the if-converted method for convertible debt, which could occur if all potentially dilutive securities were exercised.

Reimbursement of Transaction-Related Expenses

The Company may receive reimbursement for certain transaction-related expenses in pursuing investments. Transaction-related expenses, which are expected to be reimbursed by third parties, are typically deferred until the transaction is consummated and are recorded in Prepaid expenses and other assets on the date incurred. The transaction-related costs of pursuing investments not otherwise reimbursed are borne by the Company and for successfully completed investments included as a component of the investment’s cost basis.

Cash advances received in respect of transaction-related expenses are recorded as Cash and cash equivalents with an offset to Other liabilities or Other payables to affiliates. Other liabilities or Other payables to affiliates are relieved as reimbursable expenses are incurred.

Income Taxes, Including Excise Taxes

The Company has elected to be treated as a RIC under Subchapter M of the Code, and the Company intends to operate in a manner so as to continue to qualify for the tax treatment applicable to RICs. To qualify as a RIC, the Company must, among other things, distribute to its stockholders in each taxable year generally at least 90% of its investment company taxable income, as defined by the Code, and net tax-exempt income for that taxable year. To maintain its RIC status, the Company, among other things, has made and intends to continue to make the requisite distributions to its stockholders, which generally relieves the Company from corporate-level U.S. federal income taxes.

The Company evaluates tax positions taken or expected to be taken in the course of preparing its 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.

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

For the three months ended March 31, 2024 and 2023, the Company recorded a net expense of $0.8 million and $0.4 million, respectively, for U.S. federal excise tax and other taxes.

The Company changed its tax year end from March 31st to December 31st.

Dividends to Common Stockholders

Dividends to common stockholders are recorded on the record date. The amount to be paid out as a dividend is determined by the Board and is generally based upon the earnings estimated by the Adviser. Net realized long-term capital gains, if any, would generally be distributed at least annually, although the Company may decide to retain such capital gains.

The Company has adopted a dividend reinvestment plan that provides for reinvestment of any dividends declared in cash on behalf of stockholders, unless a stockholder elects to receive cash. As a result, if the Board authorizes, and it declares, a cash dividend, then the stockholders who have not “opted out” of the dividend reinvestment plan will have their cash dividends automatically reinvested in additional shares of the Company’s common stock, rather than receiving the cash dividend. The Company expects to use newly issued shares to satisfy the dividend reinvestment plan.

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Offsetting Assets and Liabilities

Foreign currency forward contract and interest rate swap receivables or payables pending settlement are offset, and the net amount is included with receivable or payable for foreign currency forward contracts or interest rate swaps in the Consolidated Balance Sheet when, and only when, the Company has the legal right to offset the recognized amounts, and it intends to either settle on a net basis or realize the asset and settle the liability simultaneously.

3. Agreements and Related Party Transactions

Administration Agreement

On March 15, 2011, the Company entered into the Administration Agreement with the Adviser. Under the terms of the Administration Agreement, the Adviser provides administrative services to the Company. These services include providing office space, equipment and office services, maintaining financial records, preparing reports to stockholders and reports filed with the SEC, and managing the payment of expenses and the oversight of the performance of administrative and professional services rendered by others. Certain of these services are reimbursable to the Adviser under the terms of the Administration Agreement. In addition, the Adviser is permitted to delegate its duties under the Administration Agreement to affiliates or third parties and the Company pays or reimburses the Adviser for certain expenses incurred by any such affiliates or third parties for work done on its behalf.

In February 2017, the Board of Directors of the Company and the Adviser entered into an amended and restated administration agreement (the “Administration Agreement”) reflecting certain clarifications to the agreement to provide greater detail regarding the scope of the reimbursable costs and expenses of the Administrator’s services.

In November 2023, the Board renewed the Administration Agreement. Unless earlier terminated as described below, the Administration Agreement will remain in effect until November 2024, and may be extended subject to required approvals. The Administration Agreement may be terminated by either party without penalty on 60 days’ written notice to the other party.

No person who is an officer, director or employee of the Adviser or its affiliates and who serves as a director of the Company receives any compensation from the Company for his or her services as a director. However, the Company reimburses the Adviser (or its affiliates) for the allocable portion of the costs of compensation, benefits, and related administrative expenses of the Company’s officers who provide operational and administrative services to the Company pursuant to the Administration Agreement, their respective staffs and other professionals who provide services to the Company (including, in each case, employees of the Adviser or an affiliate). Such reimbursable amounts include the allocable portion of the compensation paid by the Adviser or its affiliates to the Company’s Chief Financial Officer, Chief Compliance Officer, and other professionals who provide operational and administrative services to the Company pursuant to the Administration Agreement, including individuals who provide “back office” or “middle office” financial, operational, legal and/or compliance services to the Company. The Company reimburses the Adviser (or its affiliates) for the allocable portion of the compensation paid by the Adviser (or its affiliates) to such individuals based on the percentage of time those individuals devote, on an estimated basis, to the business and affairs of the Company and in acting on behalf of the Company. The Company may also reimburse the Adviser or its affiliates for the allocable portion of overhead expenses (including rent, office equipment and utilities) attributable thereto. Directors who are not affiliated with the Adviser receive compensation for their services and reimbursement of expenses incurred to attend meetings.

For the three months ended March 31, 2024 and 2023 the Company incurred expenses of $0.9 million and $0.6 million, respectively, for administrative services payable to the Adviser under the terms of the Administration Agreement, which is included in other general and administrative expenses in the Consolidated Statements of Operations.

Investment Advisory Agreement

On April 15, 2011, the Company entered into the Investment Advisory Agreement with the Adviser. The Investment Advisory Agreement was subsequently amended on December 12, 2011. Under the terms of the Investment Advisory Agreement, the Adviser provides investment advisory services to the Company. The Adviser’s services under the Investment Advisory Agreement are not exclusive, and the Adviser is free to furnish similar or other services to others so long as its services to the Company are not impaired. Under the terms of the Investment Advisory Agreement, the Company will pay the Adviser the Management Fee and may also pay certain Incentive Fees.

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The Management Fee is calculated at an annual rate of 1.5% based on the average value of the Company’s gross assets calculated using the values at the end of the two most recently completed calendar quarters, adjusted for any share issuances or repurchases during the period. The Management Fee is payable quarterly in arrears.

For the three months ended March 31, 2024 and 2023 Management Fees (gross of waivers) were $12.6 million and $10.7 million, respectively.

Any waived Management Fees are not subject to recoupment by the Adviser.

The Adviser intends to waive a portion of the Management Fee payable under the Investment Advisory Agreement by reducing the Management Fee on assets financed using leverage over 200% asset coverage (in other words, over 1.0x debt to equity) (the “Leverage Waiver”). Pursuant to the Leverage Waiver, the Adviser intends to waive the portion of the Management Fee in excess of an annual rate of 1.0% (0.250% per quarter) on the average value of the Company's gross assets as of the end of the two most recently completed calendar quarters that exceeds the product of (i) 200% and (ii) the average value of our net asset value at the end of the two most recently completed calendar quarters. For the three months ended March 31, 2024 and 2023, the Adviser waived Management Fees of $0.4 million and $0.3 million, respectively, pursuant to the Leverage Waiver.

The Incentive Fee consists of two parts, as follows:

1.

The first component, payable at the end of each quarter in arrears, equals 100% of the pre-Incentive Fee net investment income in excess of a 1.5% quarterly “hurdle rate,” the calculation of which is further explained below, until the Adviser has received 17.5% of the total pre-Incentive Fee net investment income for that quarter and, for pre-Incentive Fee net investment income in excess of 1.82% quarterly, 17.5% of all remaining pre-Incentive Fee net investment income for that quarter. The 100% “catch-up” provision for pre-Incentive Fee net investment income in excess of the 1.5% “hurdle rate” is intended to provide the Adviser with an Incentive Fee of 17.5% on all pre-Incentive Fee net investment income when that amount equals 1.82% in a quarter (7.28% annualized), which is the rate at which catch-up is achieved. Once the “hurdle rate” is reached and catch-up is achieved, 17.5% of any pre-Incentive Fee net investment income in excess of 1.82% in any quarter is payable to the Adviser.

Pre-Incentive Fee net investment income means dividends, interest and fee income accrued by the Company during the calendar quarter, minus the Company’s operating expenses for the quarter (including the Management Fee, expenses payable under the Administration Agreement to the Administrator, and any interest expense and dividends paid on any issued and outstanding preferred stock, but excluding the Incentive Fee). Pre-Incentive Fee net investment income includes, in the case of investments with a deferred interest feature (such as original issue discount, debt instruments with pay-in-kind interest and zero coupon securities), accrued income that the Company may not have received in cash. Pre-Incentive Fee net investment income does not include any realized capital gains, realized capital losses or unrealized capital gains or losses.

2.

The second component, payable at the end of each fiscal year in arrears, equaled 15% through March 31, 2014 and, beginning April 1, 2014, equals a weighted percentage of cumulative realized capital gains from the Company’s inception to the end of that fiscal year, less cumulative realized capital losses and unrealized capital losses. This component of the Incentive Fee is referred to as the Capital Gains Fee. Each year, the fee paid for this component of the Incentive Fee is net of the aggregate amount of any previously paid Capital Gains Fee for prior periods. For capital gains that accrue following March 31, 2014, the Incentive Fee rate is 17.5%. The Company accrues, but does not pay, a Capital Gains Fee with respect to unrealized capital gains because a Capital Gains Fee would be owed to the Adviser if the Company were to sell the relevant investment and realize a capital gain. The weighted percentage is intended to ensure that for each fiscal year following the completion of the IPO, the portion of the Company’s realized capital gains that accrued prior to March 31, 2014, is subject to an Incentive Fee rate of 15% and the portion of the Company’s realized capital gains that accrued beginning April 1, 2014 is subject to an Incentive Fee rate of 17.5%. As of March 31, 2020, there are no remaining investments that were made prior to April 1, 2014, and as a result, the Incentive Fee rate of 17.5% is applicable to any future realized capital gains.

For purposes of determining whether pre-Incentive Fee net investment income exceeds the hurdle rate, pre-Incentive Fee net investment income is expressed as a rate of return on the value of the Company’s net assets at the end of the immediately preceding calendar quarter.

Section 205(b)(3) of the Investment Advisers Act of 1940, as amended (the “Advisers Act”), prohibits the Adviser from receiving the payment of fees on unrealized gains until those gains are realized, if ever. There can be no assurance that such unrealized gains will be realized in the future.

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For three months ended March 31, 2024, Incentive Fees were $10.1 million, of which $10.9 million were realized and payable to the Adviser. For the three months ended March 31, 2023, Incentive Fees were $11.2 million, of which $9.5 million were realized and payable to the Adviser. For the three months ended March 31, 2024 and 2023, $(0.8) million and $1.8 million, respectively, of Incentive Fees was accrued related to Capital Gains Fees. As of March 31, 2024, the Capital Gains Fees accrued are not contractually payable to the Adviser.

Any waived Incentive Fees are not subject to recoupment by the Adviser.

Since the Company’s IPO, with the exception of its waiver of Management Fees and certain Incentive Fees attributable to the Company’s ownership of certain investments and the Leverage Waiver, the Adviser has not waived its right to receive any Management Fees or Incentive Fees payable pursuant to the Investment Advisory Agreement.

In November 2023, the Board renewed the Investment Advisory Agreement. Unless earlier terminated as described below, the Investment Advisory Agreement will remain in effect until November 2024, and may be extended subject to required approvals. The Investment Advisory Agreement will automatically terminate in the event of an assignment and may be terminated by either party without penalty on 60 days’ written notice to the other party.

From time to time, the Adviser may pay amounts owed by the Company to third-party providers of goods or services, including the Board, and the Company will subsequently reimburse the Adviser for such amounts paid on its behalf. Amounts payable to the Adviser are settled in the normal course of business without formal payment terms.

4. Investments at Fair Value

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 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 had the power to exercise control over the management or policies of such portfolio company as investments in “controlled” companies. Detailed information with respect to the Company’s non-controlled, non-affiliated; non-controlled, affiliated; and controlled, affiliated investments is contained in the accompanying consolidated financial statements, including the Consolidated Schedules of Investments. The information in the tables below is presented on an aggregate portfolio basis, without regard to whether they are non-controlled, non-affiliated; non-controlled, affiliated; or controlled, affiliated investments.

Investments at fair value consisted of the following at March 31, 2024 and December 31, 2023:

	March 31, 2024
	Amortized Cost (1)		Fair Value		Net Unrealized Gain (Loss)
First-lien debt investments	$	3,080,761	$	3,117,116	$	36,355
Second-lien debt investments		53,691		28,669		(25,022	)
Mezzanine debt investments		39,910		41,460		1,550
Equity and other investments		156,503		162,173		5,670
Structured credit investments		28,787		30,591		1,804
Total Investments	$	3,359,652	$	3,380,009	$	20,357

	December 31, 2023
	Amortized Cost (1)		Fair Value		Net Unrealized Gain (Loss)
First-lien debt investments	$	2,956,079	$	2,996,177	$	40,098
Second-lien debt investments		51,423		35,975		(15,448	)
Mezzanine debt investments		38,022		39,471		1,449
Equity and other investments		152,623		155,600		2,977
Structured credit investments		52,865		55,842		2,977
Total Investments	$	3,251,012	$	3,283,065	$	32,053

(1)

The amortized cost represents the original cost adjusted for the amortization of discounts or premiums, as applicable, on debt investments using the effective interest method.

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The industry composition of investments at fair value at March 31, 2024 and December 31, 2023 is as follows:

	March 31, 2024			December 31, 2023
Automotive		2.5	%		1.3	%
Business Services		17.0	%		18.0	%
Chemicals		0.8	%		0.8	%
Communications		3.3	%		3.3	%
Education		5.1	%		5.3	%
Financial Services		10.5	%		11.1	%
Healthcare		8.7	%		8.9	%
Hotel, Gaming and Leisure		5.2	%		3.7	%
Human Resource Support Services		10.8	%		11.2	%
Insurance		0.1	%		0.1	%
Internet Services		15.1	%		15.1	%
Manufacturing		3.1	%		2.5	%
Marketing Services		0.3	%		0.3	%
Office Products		0.5	%		0.5	%
Oil, Gas and Consumable Fuels		4.4	%		4.7	%
Other		2.1	%		2.9	%
Retail and Consumer Products		8.4	%		8.2	%
Transportation		2.1	%		2.1	%
Total		100.0	%		100.0	%

The geographic composition of investments at fair value at March 31, 2024 and December 31, 2023 is as follows:

	March 31, 2024			December 31, 2023
United States
Midwest		11.5	%		10.7	%
Northeast		25.6	%		25.4	%
South		21.8	%		20.7	%
West		30.8	%		32.0	%
Australia		1.7	%		1.8	%
Canada		3.3	%		4.5	%
Finland (1)		0.0	%		0.0	%
Germany		0.1	%		0.3	%
Luxembourg		0.1	%		0.1	%
Netherlands		0.2	%		0.1	%
Norway		1.7	%		1.5	%
Sweden		0.2	%	—
United Kingdom		3.0	%		2.9	%
Total		100.0	%		100.0	%

(1)

Value sums to less than 0.1%.

5. Derivatives

Interest Rate Swaps

The Company enters into interest rate swap transactions from time to time to hedge fixed rate debt obligations and certain fixed rate debt investments. The Company’s interest rate swaps are all with one counterparty and are centrally cleared through a registered commodities exchange. Refer to the Consolidated Schedule of Investments for additional disclosure regarding these interest rate swaps.

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Cash flows related to the Company's derivatives are included within operating activities on the Consolidated Statements of Cash Flows. The following tables present the amounts paid and received on the Company’s interest rate swap transactions, excluding upfront fees, for the three months ended March 31, 2024 and 2023:

				For the Three Months Ended March 31, 2024
	Maturity Date	Notional Amount		Paid			Received		Net
Interest rate swap	11/1/2024	$	300,000	$	(5,900	)	$	2,906	$	(2,994	)
Interest rate swap	11/1/2024		50,000		(998	)		484		(514	)
Interest rate swap	11/1/2024		2,500		(24	)		49		25
Interest rate swap	8/1/2026		300,000		(5,580	)		1,833		(3,747	)
Interest rate swap	8/14/2028		300,000		(6,257	)		5,213		(1,044	)
Interest rate swap	3/1/2029		350,000		(5,215	)		4,109		(1,106	)
Total		$	1,302,500	$	(23,974	)	$	14,594	$	(9,380	)

				For the Three Months Ended March 31, 2023
	Maturity Date	Notional Amount		Paid			Received		Net
Interest rate swap (1)	1/22/2023	$	—	$	(663	)	$	431	$	(232	)
Interest rate swap	11/1/2024		300,000		(5,231	)		2,906		(2,325	)
Interest rate swap	11/1/2024		50,000		(888	)		484		(404	)
Interest rate swap	11/1/2024		2,500		(24	)		43		19
Interest rate swap	8/1/2026		300,000		(4,920	)		1,854		(3,066	)
Total		$	652,500	$	(11,726	)	$	5,718	$	(6,008	)

(1) As of March 31, 2023, this interest rate swap had either matured or been terminated due to repayment of the underlying investment or security.

For the three months ended March 31, 2024 and 2023, the Company recognized no net unrealized gains or losses and $0.2 million in net unrealized gains, respectively, on interest rate swaps not designated as hedging instruments in the Consolidated Statements of Operations related to the swap transactions. For the three months ended March 31, 2024 and 2023, the Company recognized $10.4 million in unrealized losses and $7.3 million in unrealized gains, respectively, on interest rate swaps designated as hedging instruments in the Consolidated Statements of Operations. For the three months ended March 31, 2024 and 2023, this amount is offset by an increase of $2.2 million and an increase of $3.2 million, respectively, for a change in the carrying value of the 2024 Notes, a decrease of $1.2 million and an increase of $4.1 million, respectively, for a change in carrying value of the 2026 Notes, a decrease of $6.2 million for a change in carrying value of the 2028 Notes and a decrease of $5.2 million for a change in carrying value of the 2029 Notes

As of March 31, 2024, the swap transactions had a fair value of $(42.2) million which is netted against cash collateral on the Company’s Consolidated Balance Sheet. As of December 31, 2023, the swap transactions had a fair value of $(31.8) million which is netted against cash collateral on the Company’s Consolidated Balance Sheet.

The Company is required under the terms of its derivatives agreements to pledge assets as collateral to secure its obligations underlying the derivatives. The amount of collateral required varies over time based on the mark-to-market value, notional amount and remaining term of the derivatives, and may exceed the amount owed by the Company on a mark-to-market basis. Any failure by the Company to fulfill any collateral requirement (e.g., a so-called “margin call”) may result in a default. In the event of a default by a counterparty, the Company would be an unsecured creditor to the extent of any such overcollateralization.

As of March 31, 2024, $29.1 million of cash was pledged as collateral under the Company’s derivative agreements and is included in restricted cash as a component of cash and cash equivalents on the Company’s Consolidated Balance Sheet. As of December 31, 2023, $24.0 million of cash was pledged as collateral under the Company’s derivative agreements and is included in restricted cash as a component of cash and cash equivalents on the Company’s Consolidated Balance Sheet.

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6. Fair Value of Financial Instruments

Investments

The following tables present fair value measurements of investments as of March 31, 2024 and December 31, 2023:

	Fair Value Hierarchy at March 31, 2024
	Level 1		Level 2			Level 3		Total
First-lien debt investments	$	—	$	2,437		$	3,114,679	$	3,117,116
Second-lien debt investments		—		—			28,669		28,669
Mezzanine debt investments		—		1,383			40,077		41,460
Equity and other investments		4,959		9,870			147,344		162,173
Structured credit investments		—		30,591			—		30,591
Total investments at fair value	$	4,959	$	44,281		$	3,330,769	$	3,380,009
Interest rate swaps		—		(42,205	)		—		(42,205	)
Total	$	4,959	$	2,076		$	3,330,769	$	3,337,804

	Fair Value Hierarchy at December 31, 2023
	Level 1		Level 2			Level 3		Total
First-lien debt investments	$	—	$	2,391		$	2,993,786	$	2,996,177
Second-lien debt investments		—		—			35,975		35,975
Mezzanine debt investments		—		606			38,865		39,471
Equity and other investments		5,180		10,089			140,331		155,600
Structured credit investments		—		55,842			—		55,842
Total investments at fair value	$	5,180	$	68,928		$	3,208,957	$	3,283,065
Interest rate swaps		—		(31,840	)		—		(31,840	)
Total	$	5,180	$	37,088		$	3,208,957	$	3,251,225

Transfers between levels, if any, are recognized at the beginning of the quarter in which the transfers occur.

The following table presents the changes in the fair value of investments for which Level 3 inputs were used to determine the fair value as of and for the three months ended March 31, 2024:

	As of and for the Three Months Ended
	March 31, 2024
	First-lien debt investments			Second-lien debt investments			Mezzanine  debt investments		Equity and other investments		Total
Balance, beginning of period	$	2,993,786		$	35,975		$	38,865	$	140,331	$	3,208,957
Purchases or originations		203,438			2,004			—		4,128		209,570
Repayments / redemptions		(87,349	)		—			—		—		(87,349	)
Sales Proceeds		—			—			—		—		—
Paid-in-kind interest		5,731			231			1,067		81		7,110
Net change in unrealized gains (losses)		(3,777	)		(9,574	)		125		2,804		(10,422	)
Net realized gains (losses)		(619	)		—			—		—		(619	)
Net amortization of discount on securities		3,469			33			20		—		3,522
Transfers within Level 3		—			—			—		—		—
Transfers into (out of) Level 3		—			—			—		—		—
Balance, End of Period	$	3,114,679		$	28,669		$	40,077	$	147,344	$	3,330,769

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The following table presents the changes in the fair value of investments for which Level 3 inputs were used to determine the fair value as of and for the three months ended March 31, 2023:

	As of and for the Three Months Ended
	March 31, 2023
	First-lien debt investments			Second-lien debt investments			Mezzanine  debt investments		Equity and other investments			Total
Balance, beginning of period	$	2,495,959		$	40,762		$	10,158	$	147,059		$	2,693,938
Purchases or originations		168,042			4,850			695		1,366			174,953
Repayments / redemptions		(57,338	)		—			—		(5,255	)		(62,593	)
Paid-in-kind interest		3,217			—			83		—			3,300
Net change in unrealized gains (losses)		15,779			(827	)		156		(11,100	)		4,008
Net realized gains (losses)		—			—			—		4,699			4,699
Net amortization of discount on securities		3,190			20			1		—			3,211
Transfers within Level 3		—			—			—		—			—
Transfers into (out of) Level 3		—			—			—		—			—
Balance, End of Period	$	2,628,849		$	44,805		$	11,093	$	136,769		$	2,821,516

The following table presents information with respect to the net change in unrealized gains or losses on investments for which Level 3 inputs were used in determining fair value that are still held by the Company at March 31, 2024 and 2023:

	Net Change in Unrealized			Net Change in Unrealized
	Gains or (Losses)			Gains or (Losses)
	for the Three Months Ended			for the Three Months Ended
	March 31, 2024 on			March 31, 2023 on
	Investments Held at			Investments Held at
	March 31, 2024			March 31, 2023
First-lien debt investments	$	(2,853	)	$	17,347
Second-lien debt investments		(9,574	)		(827	)
Mezzanine debt investments		124			156
Equity and other investments		2,804			(6,559	)
Total	$	(9,499	)	$	10,117

The following table presents the fair value of Level 3 Investments at fair value and the significant unobservable inputs used in the valuations as of March 31, 2024 and December 31, 2023. The tables are not intended to be all-inclusive, but instead capture the significant unobservable inputs relevant to the Company’s determination of fair values.

	March 31, 2024
			Valuation	Unobservable	Range (Weighted	Impact to Valuation from an
	Fair Value		Technique	Input	Average)	Increase to Input
First-lien debt investments	$	3,114,679	Income approach (1)	Discount rate	9.4% — 17.9% (14.0%)	Decrease
Second-lien debt investments		28,669	Income approach (2)	Discount rate	15.3% — 22.0% (17.6%)	Decrease
Mezzanine debt investments		40,077	Income approach (3)	Discount rate	13.7% — 22.5% (14.5%)	Decrease
Equity and other investments		147,344	Market Multiple (4)	Comparable multiple	2.0x — 20.4x (7.4x)	Increase
Total	$	3,330,769

(1)

Includes $114.5 million of debt investments which were valued using an asset valuation waterfall.

(2)

Includes $17.6 million of debt investments which were valued using an asset valuation waterfall.

(3)

Includes $0.1 million of debt investments which were valued using an asset valuation waterfall.

(4)

Includes $4.3 million of equity investments which were valued using an asset valuation waterfall, $0.4 million of equity investments using a Black-Scholes model, and $15.8 million using discounted cash flow analysis.

34

	December 31, 2023
			Valuation	Unobservable	Range (Weighted	Impact to Valuation from an
	Fair Value		Technique	Input	Average)	Increase to Input
First-lien debt investments	$	2,993,786	Income approach (1)	Discount rate	8.7% — 17.9% (14.2%)	Decrease
Second-lien debt investments		35,975	Income approach (2)	Discount rate	15.3% — 21.7% (17.6%)	Decrease
Mezzanine debt investments		38,865	Income approach (3)	Discount rate	14.6% — 22.5% (15.4%)	Decrease
Equity and other investments		140,331	Market Multiple (4)	Comparable multiple	2.0x — 19.2x (6.7x)	Increase
Total	$	3,208,957

(1)

Includes $63.4 million of debt investments which were valued using an asset valuation waterfall.

(2)

Includes $27.2 million of debt investments which were valued using an asset valuation waterfall.

(3)

Includes $0.1 million of debt investments which were valued using an asset valuation waterfall.

(4)

Includes $6.4 million of equity investments which were valued using an asset valuation waterfall, $2.4 million of equity investments using a Black-Scholes model, $15.7 million of equity investments using a discounted cash flow analysis and $6.2 million of equity investments which, due to the proximity of the transactions relative to the measurement dates, we valued using the cost of the investments.

The Company typically determines the fair value of its performing Level 3 debt investments utilizing a yield analysis. In a yield analysis, a price is ascribed for each investment based upon an assessment of current and expected market yields for similar investments and risk profiles. Additional consideration is given to the expected life, portfolio company performance since close, and other terms and risks associated with an investment. Among other factors, a determinant of risk is the amount of leverage used by the portfolio company relative to the total enterprise value of the company, and the rights and remedies of our investment within each portfolio company’s capital structure.

Significant unobservable quantitative inputs typically considered in the fair value measurement of the Company’s Level 3 debt investments primarily include current market yields, including relevant market indices, but may also include quotes from brokers, dealers, and pricing services as indicated by comparable investments. If debt investments are credit impaired, an enterprise value analysis may be used to value such debt investments; however, in addition to the methods outlined above, other methods such as a liquidation or wind-down analysis may be utilized to estimate enterprise value. For the Company’s Level 3 equity investments, multiples of similar companies’ revenues, earnings before income taxes, depreciation and amortization (“EBITDA”) or some combination thereof and comparable market transactions are typically used.

Financial Instruments Not Carried at Fair Value

Debt

The fair value of the Company’s Revolving Credit Facility, which is categorized as Level 3 within the fair value hierarchy, as of March 31, 2024 and December 31, 2023, approximates its carrying value as the outstanding balance is callable at carrying value.

The following table presents the fair value of the Company’s 2024 Notes, 2026 Notes, 2028 Notes and 2029 Notes, as of March 31, 2024 and December 31, 2023.

	March 31, 2024				December 31, 2023
	Outstanding Principal		Fair Value (1)		Outstanding Principal		Fair Value (1)
2024 Notes	$	347,500	$	342,988	$	347,500	$	340,862
2026 Notes		300,000		276,800		300,000		273,410
2028 Notes		300,000		307,730		300,000		309,420
2029 Notes		350,000		347,358		—		—
Total	$	1,297,500	$	1,274,876	$	947,500	$	923,692

(1)

The fair value is based on broker quotes received by the Company and is categorized as Level 2 within the fair value hierarchy.

Other Financial Assets and Liabilities

The carrying amounts of the Company’s assets and liabilities, other than investments at fair value and the 2024 Notes, 2026 Notes, 2028 Notes and 2029 Notes, approximate fair value due to their short maturities or their close proximity of the originations to the measurement date. Under the fair value hierarchy, cash and cash equivalents are classified as Level 1 while the Company’s other assets and liabilities, other than investments at fair value and Revolving Credit Facility, are classified as Level 2.

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7. Debt

Revolving Credit Facility

In August 2012, the Company entered into a senior secured revolving credit agreement with Truist Bank (as a successor by merger to SunTrust Bank), as administrative agent, and J.P. Morgan Chase Bank, N.A., as syndication agent, and certain other lenders (as amended and restated, the “Revolving Credit Facility”).

As of March 31, 2024, aggregate commitments under the facility were $1.685 billion. The facility includes an uncommitted accordion feature that allows us, under certain circumstances, to increase the size of the facility to up to $2.0 billion.

Pursuant to the Fourteenth Amendment, with respect to $1.465 billion in commitments, the revolving period, during which period we, subject to certain conditions, may make borrowings under the facility, was extended to June 11, 2027 and the stated maturity date was extended to June 12, 2028. For the remaining $220.0 million of commitments, (A) with respect to $50.0 million of commitments, the revolving period ends on February 4, 2025 and the stated maturity is February 4, 2026 and (B) with respect to $170.0 million of commitments, the revolving period ends April 24, 2026 and the stated maturity is April 23, 2027.

Pursuant to the Fifteenth Amendment dated April 24, 2024, aggregate commitments increased to $1.7 billion. With respect to $1.505 billion of commitments, the revolving period was extended to April 24, 2028 and the stated maturity was extended to April 24, 2029. For the remaining $195.0 million of commitments, (A) with respect to $25.0 million of commitments, the revolving period ends on February 4, 2025 and the stated maturity is February 4, 2026 and (B) with respect to $170.0 million of commitments, the revolving period ends April 24, 2026 and the stated maturity is April 23, 2027.

The Company may borrow amounts in U.S. dollars or certain other permitted currencies. As of March 31, 2024, the Company had outstanding debt denominated in Australian dollars (AUD) of 64.9 million, British pounds (GBP) of 32.8 million, Canadian dollars (CAD) of 42.9 million, Swedish Krona (SEK) of 78.1 million and Euro (EUR) of 56.3 million on its Revolving Credit Facility, included in the Outstanding Principal amount in the table below. As of December 31, 2023, the Company had outstanding debt denominated in Australian dollars (AUD) of 66.4 million, British pounds (GBP) of 32.3 million, Canadian dollars (CAD) of 96.8 million, and Euro (EUR) of 57.2 million on our Revolving Credit Facility, included in the Outstanding Principal amount in the table below.

The Revolving Credit Facility also provides for the issuance of letters of credit up to an aggregate amount of $75 million. As of March 31, 2024 and December 31, 2023 the Company had $0.1 million and $0.2 million, respectively, of letters of credit issued through the Revolving Credit Facility. The amount available for borrowing under the Revolving Credit Facility is reduced by any letters of credit issued through the Revolving Credit Facility.

Amounts drawn under the Revolving Credit Facility, including amounts drawn in respect of letters of credit, bear interest at either the applicable reference rate plus an applicable credit spread adjustment, plus a margin of either 1.75% or 1.875%, or the base rate plus a margin of either 0.75% or 0.875%, in each case, based on the total amount of the borrowing base relative to the sum of the total commitments (or, if greater, the total exposure) under the Revolving Credit Facility plus certain other designated secured debt. The Company may elect either the applicable reference rate or base rate at the time of drawdown, and loans may be converted from one rate to another at any time, subject to certain conditions. The Company also pays a fee of 0.375% on undrawn amounts and, in respect of each undrawn letter of credit, a fee and interest rate equal to the then applicable margin while the letter of credit is outstanding.

The Revolving Credit Facility is guaranteed by Sixth Street SL SPV, LLC, TC Lending, LLC and Sixth Street SL Holding, LLC. The Revolving Credit Facility is secured by a perfected first-priority security interest in substantially all the portfolio investments held by the Company and each guarantor. Proceeds from borrowings may be used for general corporate purposes, including the funding of portfolio investments.

The Revolving Credit Facility includes customary events of default, as well as customary covenants, including restrictions on certain distributions and financial covenants. In accordance with the terms of the Fourteenth Amendment, the financial covenants require:

•

an asset coverage ratio of no less than 1.5 to 1 on the last day of any fiscal quarter;

•

stockholders’ equity of at least $500 million plus 25% of the net proceeds of the sale of equity interests after January 31, 2020; and

•

a minimum asset coverage ratio of no less than 2 to 1 with respect to (i) the consolidated assets of the Company and the subsidiary guarantors (including certain limitations on the contribution of equity in financing subsidiaries) to (ii) the secured

36

debt of the Company and its subsidiary guarantors plus unsecured senior securities of the Company and its subsidiary guarantors that mature within 90 days of the date of determination (the “Obligor Asset Coverage Ratio”).

Pursuant to the Fifteenth Amendment dated April 24, 2024, the financial covenants were revised to require stockholders’ equity of at least $650 million plus 25% of the net proceeds of the sale of equity interests after April 24, 2024.

The Revolving Credit Facility also contains certain additional concentration limits in connection with the calculation of the borrowing base, based on the Obligor Asset Coverage Ratio.

Net proceeds received from the Company’s common stock issuance in February 2024 and net proceeds received from the issuance of the 2029 Notes were used to pay down borrowings on the Revolving Credit Facility.

As of March 31, 2024 and December 31, 2023, the Company was in compliance with the terms of the Revolving Credit Facility.

2023 Notes

In January 2018, the Company issued $150.0 million aggregate principal amount of unsecured notes that matured on January 22, 2023 (the “2023 Notes”). The principal amount of the 2023 Notes was payable at maturity. The 2023 Notes bore interest at a rate of 4.50% per year, payable semi-annually commencing on July 22, 2018, and were redeemable in whole or in part at the Company’s option at any time at par plus a “make whole” premium. Total proceeds from the issuance of the 2023 Notes, net of underwriting discounts and offering costs, were $146.9 million. The Company used the net proceeds of the 2023 Notes to repay outstanding indebtedness under the Revolving Credit Facility. The 2023 Notes matured on January 22, 2023 and were fully repaid in cash. The swap transaction associated with the issuance of the 2023 Notes also matured on January 22, 2023.

2024 Notes

In November 2019, the Company issued $300.0 million aggregate principal amount of unsecured notes that mature on November 1, 2024 (the “2024 Notes”). The principal amount of the 2024 Notes is payable at maturity. The 2024 Notes bear interest at a rate of 3.875% per year, payable semi-annually commencing on May 1, 2020, and may be redeemed in whole or in part at our option at any time at par plus a “make whole” premium. Total proceeds from the issuance of the 2024 Notes, net of underwriting discounts, offering costs and original issue discount were $292.9 million. The Company used the net proceeds of the 2024 Notes to repay outstanding indebtedness under the Revolving Credit Facility.

On February 5, 2020, the Company issued an additional $50.0 million aggregate principal amount of unsecured notes that mature on November 1, 2024. The additional 2024 Notes are a further issuance of, fungible with, rank equally in right of payment with and have the same terms (other than the issue date and the public offering price) as the initial issuance of 2024 Notes. Total proceeds from the issuance of the additional 2024 Notes, net of underwriting discounts, offering costs and original issue premium were $50.1 million. The Company used the net proceeds of the 2024 Notes to repay outstanding indebtedness under the Revolving Credit Facility.

In connection with the 2024 Notes offering and the reopening of the 2024 Notes, the Company entered into interest rate swaps to align the interest rates of its liabilities with the Company’s investment portfolio, which consists of predominately floating rate loans. The notional amount of the two interest rates swaps is $300.0 million and $50.0 million, respectively, each of which matures on November 1, 2024, matching the maturity date of the 2024 Notes. As a result of the swaps, the Company’s effective interest rate on the 2024 Notes is SOFR plus 2.54% (on a weighted average basis). The interest expense related to the 2024 Notes is offset by proceeds received from the interest rate swaps designated as a hedge. The swap adjusted interest expense is included as a component of interest expense on the Company’s Consolidated Statements of Operations. As of March 31, 2024 and December 31, 2023, the effective hedge interest rate swaps had a fair value of $(8.2) million and $(10.4) million, respectively, which is offset within interest expense by an equal, but opposite, fair value change for the hedged risk on the 2024 Notes.

During the year ended December 31, 2020, the Company repurchased on the open market and extinguished $2.5 million in aggregate principal amount of the 2024 Notes for $2.4 million. In connection with the repurchase of the 2024 Notes, the Company entered into a floating-to-fixed interest rate swap with a notional amount equal to the amount of 2024 Notes repurchased, which had the effect of reducing the notional exposure of the fixed-to-floating interest rate swaps, which were entered into in connection with the issuance of the 2024 Notes, to match the remaining principal amount of the 2024 Notes outstanding. As a result of the swap, the Company’s effective interest rate on the outstanding 2024 Notes is SOFR plus 2.54% (on a weighted average basis).

37

2026 Notes

On February 3, 2021, the Company issued $300.0 million aggregate principal amount of unsecured notes that mature on August 1, 2026 (the “2026 Notes”). The principal amount of the 2026 Notes is payable at maturity. The 2026 Notes bear interest at a rate of 2.50% per year, payable semi-annually commencing on August 1, 2021, and may be redeemed in whole or in part at the Company’s option at any time at par plus a “make whole” premium. Total proceeds from the issuance of the 2026 Notes, net of underwriting discounts, offering costs and original issue discount, were $293.7 million. The Company used the net proceeds of the 2026 Notes to repay outstanding indebtedness under the Revolving Credit Facility.

In connection with the issuance of the 2026 Notes, the Company entered into an interest rate swap to align the interest rates of its liabilities with the Company’s investment portfolio, which consists of predominately floating rate loans. The notional amount of the interest rate swap is $300.0 million, which matures on August 1, 2026, matching the maturity date of the 2026 Notes. As a result of the swap, the Company’s effective interest rate on the 2026 Notes is SOFR plus 2.17%. The interest expense related to the 2026 Notes is offset by proceeds received from the interest rate swaps designated as a hedge. The swap adjusted interest expense is included as a component of interest expense on the Company’s Consolidated Statements of Operations. As of March 31, 2024 and December 31, 2023, the effective hedge interest rate swaps had a fair value of $(27.3) million and $(26.1) million, respectively, which is offset within interest expense by an equal, but opposite, fair value change for the hedged risk on the 2026 Notes.

2028 Notes

On August 14, 2023, the Company issued $300.0 million aggregate principal amount of unsecured notes that mature on August 14, 2028 (the “2028 Notes”). The principal amount of the 2028 Notes is payable at maturity. The 2028 Notes bear interest at a rate of 6.95% per year, payable semi-annually commencing on February 14, 2024, and may be redeemed in whole or in part at the Company’s option at any time at par plus a “make whole” premium. Total proceeds from the issuance of the 2028 Notes, net of underwriting discounts, offering costs and original issue discount, were $293.9 million. The Company used the net proceeds of the 2028 Notes to repay outstanding indebtedness under the Revolving Credit Facility.

In connection with the issuance of the 2028 Notes, the Company entered into an interest rate swap to align the interest rates of its liabilities with the Company’s investment portfolio, which consists of predominately floating rate loans. The notional amount of the interest rate swap is $300.0 million, which matures on August 14, 2028, matching the maturity date of the 2028 Notes. As a result of the swap, the Company’s effective interest rate on the 2028 Notes is SOFR plus 2.99%. The interest expense related to the 2028 Notes is offset by proceeds received from the interest rate swaps designated as a hedge. The swap adjusted interest expense is included as a component of interest expense on the Company’s Consolidated Statements of Operations. As of March 31, 2024 and December 31, 2023, the effective hedge interest rate swaps had a fair value of $(1.5) million and $4.7 million, respectively, which is offset within interest expense by an equal, but opposite, fair value change for the hedged risk on the 2028 Notes.

2029 Notes

On January 8, 2024, the Company issued $350.0 million aggregate principal amount of unsecured notes that mature on March 1, 2029 (the “2029 Notes”). The principal amount of the 2029 Notes is payable at maturity. The 2029 Notes bear interest at a rate of 6.125% per year, payable semi-annually commencing on September 1, 2024, and may be redeemed in whole or in part at the Company’s option at any time at par plus a “make whole” premium. Total proceeds from the issuance of the 2029 Notes, net of underwriting discounts, offering costs and original issue discount, were $341.6 million. The Company used the net proceeds of the 2029 Notes to repay outstanding indebtedness under the Revolving Credit Facility.

In connection with the issuance of the 2029 Notes, the Company entered into an interest rate swap to align the interest rates of its liabilities with the Company’s investment portfolio, which consists of predominately floating rate loans. The notional amount of the interest rate swap is $350.0 million, which matures on March 1, 2029, matching the maturity date of the 2029 Notes. As a result of the swap, the Company’s effective interest rate on the 2029 Notes is SOFR plus 2.44%. As of March 31, 2024, the effective hedge interest rate swaps had a fair value of $(5.2) million which is offset within interest expense by an equal, but opposite, fair value change for the hedged risk on the 2029 Notes.

For the three months ended March 31, 2024 and 2023, the components of interest expense related to the 2024 Notes, 2026 Notes, 2028 Notes and 2029 Notes were as follows:

	For the three months ended
	March 31, 2024		March 31, 2023
Interest expense	$	14,920	$	5,635
Accretion of Original issue Discount		395		192
Amortization of deferred financing costs		857		474
Total Interest Expense	$	16,172	$	6,301

38

Total interest expense in the table above does not include the effect of the interest rate swaps related to the 2024 Notes, 2026 Notes, 2028 Notes and 2029 Notes. During the three months ended March 31, 2024 and 2023, the Company received $14.6 million and $5.7 million, respectively, and paid $24.0 million and $11.7 million, respectively, related to the settlements of its interest rate swaps, excluding upfront fees, related to the 2024 Notes, 2026 Notes, 2028 Notes and 2029 Notes. These net amounts are reflected in interest expense in the Company’s Consolidated Statements of Operations. See Note 5 for further information about the Company’s interest rate swaps.

As March 31, 2024 and December 31, 2023, the components of the carrying value of the 2024 Notes, 2026 Notes, 2028 Notes and 2029 Notes and the stated interest rate were as follows:

	March 31, 2024												December 31, 2023
	2024 Notes			2026 Notes			2028 Notes			2029 Notes			2024 Notes			2026 Notes			2028 Notes
Principal amount of debt	$	347,500		$	300,000		$	300,000		$	350,000		$	347,500		$	300,000		$	300,000
Original issue discount, net of accretion		(235	)		(972	)		(1,598	)		(3,256	)		(335	)		(1,072	)		(1,675	)
Deferred financing costs		(599	)		(1,746	)		(3,778	)		(4,832	)		(852	)		(1,932	)		(3,994	)
Fair value of an effective hedge		(8,190	)		(27,338	)		(1,534	)		(5,143	)		(10,409	)		(26,111	)		4,680
Carrying value of debt	$	338,476		$	269,944		$	293,090		$	336,769		$	335,904		$	270,885		$	299,011
Stated interest rate		3.88	%		2.50	%		6.95	%		6.13	%		3.88	%		2.50	%		6.95	%

The stated interest rate in the table above does not include the effect of the interest rate swaps. As of March 31, 2024, the Company's swap-adjusted interest rate on the 2024 Notes, 2026 Notes, 2028 Notes and 2029 Notes was SOFR plus 2.54% (on a weighted average basis), 2.17%, 2.99% and 2.44%, respectively. As of December 31, 2023, the Company's swap-adjusted interest rate on the 2024 Notes, 2026 Notes and 2028 Notes was SOFR plus 2.54% (on a weighted average basis), 2.17%, and 2.99%, respectively.

As of March 31, 2024, the Company was in compliance with the terms of the indentures governing the 2024 Notes, 2026 Notes 2028 Notes and 2029 Notes. As of December 31, 2023, the Company was in compliance with the terms of the indentures governing the 2024 Notes, 2026 Notes and 2028 Notes.

In accordance with the 1940 Act, with certain limitations, the Company is allowed to borrow amounts such that its asset coverage, as defined in the 1940 Act, is at least 150% after such borrowing. As of March 31, 2024 and December 31, 2023, the Company’s asset coverage was 184.5% and 181.6%, respectively.

Debt obligations consisted of the following as of March 31, 2024 and December 31, 2023:

	March 31, 2024
	Aggregate Principal Amount Committed		Outstanding Principal		Amount Available (1)		Carrying Value (2)(3)
Revolving Credit Facility	$	1,685,000	$	580,371	$	1,104,568	$	566,068
2024 Notes		347,500		347,500		—		338,476
2026 Notes		300,000		300,000		—		269,944
2028 Notes		300,000		300,000		—		293,090
2029 Notes		350,000		350,000		—		336,769
Total Debt	$	2,982,500	$	1,877,871	$	1,104,568	$	1,804,347

(1)

The amount available may be subject to limitations related to the borrowing base under the Revolving Credit Facility, outstanding letters of credit issued and asset coverage requirements.

(2)

The carrying values of the Revolving Credit Facility, 2024 Notes, 2026 Notes, 2028 Notes and 2029 Notes are presented net of the combination of deferred financing costs and original issue discounts totaling $14.3 million, $0.8 million, $2.7 million, $5.4 million and $8.1 million, respectively.

(3)

The carrying values of the 2024 Notes, 2026 Notes, 2028 Notes and 2029 Notes are presented inclusive of an incremental $(8.2) million, $(27.3) million, $(1.5) million and $(5.2) million, respectively, which represents an adjustment in the carrying values of the 2024 Notes, 2026 Notes, 2028 Notes and 2029 Notes, each resulting from a hedge accounting relationship.

39

	December 31, 2023
	Aggregate Principal Amount Committed		Outstanding Principal		Amount Available (1)		Carrying Value (2)(3)
Revolving Credit Facility	$	1,710,000	$	889,659	$	820,160	$	874,507
2024 Notes		347,500		347,500		—		335,904
2026 Notes		300,000		300,000		—		270,885
2028 Notes		300,000		300,000		—		299,011
Total Debt	$	2,657,500	$	1,837,159	$	820,160	$	1,780,307

(1)

The amount available may be subject to limitations related to the borrowing base under the Revolving Credit Facility and asset coverage requirements.

(2)

The carrying values of the Revolving Credit Facility, 2024 Notes, 2026 Notes and 2028 Notes are presented net of the combination of deferred financing costs and original issue discounts totaling $15.2 million, $1.2 million, $3.0 million and $5.7 million, respectively.

(3)

The carrying values of the 2024 Notes, 2026 Notes and 2028 Notes are presented inclusive of an incremental $(10.4) million, $(26.1) million and $4.7 million, respectively, which represents an adjustment in the carrying values of the 2024 Notes, 2026 Notes and 2028 Notes, each resulting from a hedge accounting relationship.

For the three months ended March 31, 2024 and 2023, the components of interest expense were as follows:

	Three Months Ended
	March 31, 2024			March 31, 2023
Interest expense	$	26,552		$	20,405
Commitment fees		1,000			654
Amortization of deferred financing costs		1,705			1,227
Accretion of original issue discount		395			192
Swap settlement		9,380			6,008
Total Interest Expense	$	39,032		$	28,486
Average debt outstanding (in millions)	$	1,883.9		$	1,569.4
Weighted average interest rate		7.6	%		6.7	%

8. Commitments and Contingencies

Portfolio Company Commitments

From time to time, the Company may enter into commitments to fund investments; such commitments are incorporated into the Company’s assessment of its liquidity position. The Company’s senior secured revolving loan commitments are generally available on a borrower’s demand and may remain outstanding until the maturity date of the applicable loan. The Company’s senior secured delayed draw term loan commitments are generally available on a borrower’s demand and, once drawn, generally have the same remaining term as the associated loan agreement. Undrawn senior secured delayed draw term loan commitments generally have a shorter availability period than the term of the associated loan agreement.

40

As of March 31, 2024 and December 31, 2023, the Company had the following commitments to fund investments in current portfolio companies:

	March 31, 2024		December 31, 2023
Alaska Bidco Oy - Delayed Draw & Revolver	$	226	$	231
Alpha Midco, Inc. - Delayed Draw		358		470
American Achievement, Corp. - Revolver		2,403		2,403
Aptean, Inc. - Delayed Draw & Revolver		2,078		—
Arrow Buyer, Inc. - Delayed Draw		5,479		7,644
Artisan Bidco, Inc. - Revolver		5,717		5,716
ASG II, LLC - Delayed Draw		543		3,391
Avalara, Inc. - Revolver		3,864		3,863
Axonify, Inc. - Delayed Draw		2,815		3,506
Azurite Intermediate Holdings, Inc. - Delayed Draw, Revolver & Equity		35,262		—
Babylon Finco Limited - Delayed Draw		287		—
Banyan Software Holdings, LLC - Delayed Draw		24,236		10,036
Bayshore Intermediate #2, L.P. - Revolver		2,076		1,918
BCTO Ace Purchaser, Inc. - Delayed Draw		206		461
BCTO Bluebill Buyer, Inc. - Delayed Draw		4,634		5,110
Bear OpCo, LLC - Delayed Draw		—		1,183
Ben Nevis Midco Limited - Delayed Draw		1,704		—
BlueSnap, Inc. - Revolver		2,500		2,500
BTRS Holdings, Inc. - Delayed Draw & Revolver		3,882		5,563
Cordance Operations, LLC - Delayed Draw & Revolver		2,493		1,956
Coupa Holdings, LLC - Delayed Draw & Revolver		6,809		6,809
Crewline Buyer, Inc. - Revolver & Equity		6,148		6,148
Disco Parent, Inc. - Revolver		455		455
Dye & Durham Corp. - Revolver		2,007		1,236
EDB Parent, LLC - Delayed Draw		9,833		11,492
Edge Bidco B.V. - Delayed Draw & Revolver		1,036		1,060
Elysian Finco Ltd. - Delayed Draw & Revolver		4,117		4,704
Employment Hero Holdings Pty Ltd. - Delayed Draw & Revolver		8,481		8,871
EMS Linq, Inc. - Revolver		5,973		8,784
Erling Lux Bidco SARL - Delayed Draw & Revolver		10,907		3,184
ExtraHop Networks, Inc. - Delayed Draw & Revolver		8,752		9,803
ForeScout Technologies, Inc. - Delayed Draw & Revolver		3,425		3,425
Fullsteam Operations, LLC - Delayed Draw & Revolver		12,430		11,246
Galileo Parent, Inc. - Revolver		5,625		6,779
Heritage Environmental Services, Inc. - Revolver		1,698		—
Hippo XPA Bidco AB - Delayed Draw & Revolver		4,384		—
Hirevue, Inc. - Revolver		5,510		6,887
Hornetsecurity Holding GmbH - Delayed Draw & Revolver		—		2,113
Ibis Intermediate Co. - Delayed Draw		6,338		6,338
IRGSE Holding Corp. - Revolver		3,398		878
Kangaroo Bidco AS - Delayed Draw		4,375		9,418
Kyriba Corp. - Revolver		2,488		2,488
Laramie Energy, LLC - Delayed Draw		7,683		7,683
LeanTaaS Holdings, Inc. - Delayed Draw		35,574		38,034
Lucidworks, Inc. - Delayed Draw		—		833
Marcura Equities LTD - Delayed Draw & Revolver		11,667		11,667
Netwrix Corp. - Delayed Draw & Revolver		3,200		13,056
OutSystems Luxco SARL - Delayed Draw		2,163		2,212
Passport Labs, Inc. - Revolver		2,778		2,778
PDI TA Holdings, Inc. - Delayed Draw & Revolver		7,090		—
Ping Identity Holding Corp. - Revolver		2,273		2,273
PrimeRevenue, Inc. - Revolver		6,250		6,250
Project44, Inc. - Delayed Draw		19,861		19,861
Rapid Data GmbH Unternehmensberatung - Delayed Draw & Revolver		6,114		6,254
ReliaQuest Holdings, LLC - Delayed Draw & Equity		4,424		4,424
SkyLark UK DebtCo Limited - Delayed Draw		7,007		7,071
SL Buyer Corp. - Delayed Draw		12,775		13,175
Tango Management Consulting, LLC - Delayed Draw & Revolver		10,063		11,043
TRP Assets, LLC - Delayed Draw		1,000		1,000
Truck-Lite Co., LLC - Delayed Draw & Revolver		8,597		—
Wrangler TopCo, LLC - Revolver		424		424
Total Portfolio Company Commitments (1)(2)	$	363,895	$	316,107

(1)

Represents the full amount of the Company’s commitments to fund investments on such date. Commitments may be subject to limitations on borrowings set forth in the agreements between the Company and the applicable portfolio company. As a result, portfolio companies may not be eligible to borrow the full commitment amount on such date.

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(2)

The Company’s estimate of the fair value of the current investments in these portfolio companies includes an analysis of the fair value of any unfunded commitments.

Other Commitments and Contingencies

As of March 31, 2024 and December 31, 2023, we did not have any unfunded commitments to fund investments to new borrowers that were not current portfolio companies as of such date.

From time to time, the Company may become a party to certain legal proceedings incidental to the normal course of its business. As of March 31, 2024 and December 31, 2023, management is not aware of any material pending or threatened litigation that would require accounting recognition or financial statement disclosure.

9. Net Assets

On May 15, 2023, the Company issued a total of 4,500,000 shares of common stock at $17.33 per share. Net of underwriting fees and offering costs, the Company received total cash proceeds of $77.6 million. Subsequent to the offering, the Company issued an additional 675,000 shares on June 12, 2023 pursuant to the overallotment option granted to underwriters and received, net of underwriting fees, additional total cash proceeds of $11.7 million.

On March 5, 2024, the Company issued a total of 4,000,000 shares of common stock at $20.52 per share. Net of underwriting fees and offering costs, the Company received total cash proceeds of $81.5 million. Subsequent to the offering, the Company issued an additional 600,000 shares on April 1, 2024 pursuant to the overallotment option granted to underwriters and received, net of underwriting fees, additional total cash proceeds of $12.0 million.

The Company has a dividend reinvestment plan, whereby the Company may buy shares of its common stock in the open market or issue new shares in order to satisfy dividend reinvestment requests. The number of shares to be issued to a stockholder is determined by dividing the total dollar amount of the cash dividend or distribution payable to a stockholder by the market price per share of the Company’s common stock at the close of regular trading on the NYSE on the payment date of a distribution, or if no sale is reported for such day, the average of the reported bid and ask prices. However, if the market price per share on the payment date of a cash dividend or distribution exceeds the most recently computed net asset value per share, the Company will issue shares at the greater of (i) the most recently computed net asset value per share and (ii) 95% of the current market price per share (or such lesser discount to the current market price per share that still exceeded the most recently computed net asset value per share). Shares purchased in open market transactions by the plan administrator will be allocated to a stockholder based on the average purchase price, excluding any brokerage charges or other charges, of all shares of common stock purchased in the open market.

Pursuant to the Company’s dividend reinvestment plan, the following tables summarize the shares issued to stockholders who have not opted out of the Company’s dividend reinvestment plan during the three months ended March 31, 2024 and 2023. All shares issued to stockholders in the tables below are newly issued shares.

	For the three months ended
	March 31, 2024
			Date
Date Declared	Dividend (1)	Record Date	Shares Issued	Shares Issued
February 15, 2024	Supplemental	February 29, 2024	March 20, 2024		36,749
February 15, 2024	Base	March 15, 2024	March 28, 2024		255,308
Total Shares Issued					292,057

	For the three months ended
	March 31, 2023
			Date
Date Declared	Dividend (1)	Record Date	Shares Issued	Shares Issued
February 16, 2023	Supplemental	February 28, 2023	March 20, 2023		61,590
February 16, 2023	Base	March 15, 2023	March 31, 2023		300,988
Total Shares Issued					362,578

(1)

See Note 11 for further information on base, supplemental and special dividends.

On August 4, 2015, the Company's Board authorized the Company to acquire up to $50 million in aggregate of the Company’s common stock from time to time over an initial six month period, and has continued to authorize the refreshment of the $50 million amount authorized under and extension of the stock repurchase program prior to its expiration since that time, most recently as of May 1, 2024. The amount and timing of stock repurchases under the program may vary depending on market conditions, and no assurance can be given that any particular amount of common stock will be repurchased.

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No shares were repurchased during the three months ended March 31, 2024 and 2023.

10. Earnings per share

The following table sets forth the computation of basic and diluted earnings per common share for the three months ended March 31, 2024 and 2023:

	Three Months Ended
	March 31, 2024		March 31, 2023
Increase in net assets resulting from operations	$	47,518	$	52,952
Weighted average shares of common stock outstanding—basic and diluted		89,032,381		81,400,843
Earnings per common share—basic and diluted	$	0.53	$	0.65

11. Dividends

The Company has historically paid a dividend to stockholders on a quarterly basis. The Company has a dividend framework that provides for a quarterly base dividend and a variable supplemental dividend, subject to satisfaction of certain measurement tests and the approval of the Board.

The following tables summarize dividends declared during the three months ended March 31, 2024 and 2023:

	For the three months ended
	March 31, 2024
Date Declared	Dividend	Record Date	Payment Date	Dividend per Share
February 15, 2024	Supplemental	February 29, 2024	March 20, 2024	$	0.08
February 15, 2024	Base	March 15, 2024	March 28, 2024		0.46
Total Dividends Declared				$	0.54

	For the three months ended
	March 31, 2023
Date Declared	Dividend	Record Date	Payment Date	Dividend per Share
February 16, 2023	Supplemental	February 28, 2023	March 20, 2023	$	0.09
February 16, 2023	Base	March 15, 2023	March 31, 2023		0.46
Total Dividends Declared				$	0.55

The dividends declared during the three months ended March 31, 2024 and 2023 were derived from net investment income, determined on a tax basis.

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12. Financial Highlights

The following per share data and ratios have been derived from information provided in the consolidated financial statements. The following are the financial highlights for one share of common stock outstanding during the three months ended March 31, 2024 and 2023.

	For the three months ended
	March 31, 2024			March 31, 2023
Per Share Data (8)
Net asset value, beginning of period	$	17.04		$	16.48
Net investment income (1)		0.59			0.53
Net realized and unrealized gains  (losses) (1)		(0.06	)		0.12
Total from operations		0.53			0.65
Issuance of common stock, net of offering costs (2)		0.14			—
Dividends declared from net investment income (2)		(0.54	)		(0.55	)
Total increase/(decrease) in net assets		0.13			0.10
Net Asset Value, End of Period	$	17.17		$	16.59
Per share market value at end of period	$	21.43		$	18.30
Total return based on market value with reinvestment of dividends (3)		1.87	%		6.11	%
Total return based on market value (4)		1.71	%		5.90	%
Total return based on net asset value (5)		3.93	%		4.00	%
Shares Outstanding, End of Period		92,121,556			81,751,865
Ratios / Supplemental Data (6)(7)
Ratio of net expenses to average net assets		17.00	%		15.89	%
Ratio of net investment income to average net assets		13.61	%		12.73	%
Portfolio turnover		13.86	%		8.81	%
Net assets, end of period	$	1,582,006		$	1,356,005

(1)

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

(2)

The per share data was derived by using the actual shares outstanding at the date of the relevant transactions.

(3)

Total return based on market value with dividends reinvested is calculated as the change in market value per share during the period plus declared dividends per share, assuming reinvestment of dividends, divided by the beginning market value per share.

(4)

Total return based on market value is calculated as the change in market value per share during the period plus declared dividends per share, divided by the beginning market value per share.

(5)

Total return based on net asset value is calculated as the change in net asset value per share during the period plus declared dividends per share, divided by the beginning net asset value per share.

(6)

The ratios reflect an annualized amount.

(7)

The ratio of net expenses to average net assets in the table above reflects the Adviser’s waivers of its right to receive a portion of the Management Fee pursuant to the Leverage Waiver for the three months ended March 31, 2024 and 2023. Excluding the effects of the waivers, the ratio of net expenses to average net assets would have been 17.10% and 15.96%, respectively, for the three months ended March 31, 2024 and 2023.

(8)

Table may not sum due to rounding.

13. Subsequent Events

The Company’s management has evaluated subsequent events through the date of issuance of the consolidated financial statements included herein. There have been no subsequent events, except as already disclosed, that occurred during such period that would require disclosure in this Form 10-Q or would be required to be recognized in the consolidated financial statements as of and for the three months ended March 31, 2024.

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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 the consolidated financial statements and notes thereto appearing elsewhere in this report. This discussion also should be read in conjunction with the “Cautionary Statement Regarding Forward-Looking Statements” set forth on page 3 of this Quarterly Report on Form 10-Q.

Overview

Sixth Street Specialty Lending, Inc. is a Delaware corporation formed on July 21, 2010. The Adviser is our external manager. We have four wholly owned subsidiaries, TC Lending, LLC, a Delaware limited liability company, which holds a California finance lender and broker license, Sixth Street SL SPV, LLC, a Delaware limited liability company Sixth Street SL Holding, LLC, a Delaware limited liability company, and Sixth Street Specialty Lending Sub, LLC, a Cayman Islands limited liability company.

We have elected to be regulated as a BDC under the 1940 Act and as a RIC under the Code. We made our BDC election on April 15, 2011. As a result, we are required to comply with various statutory and regulatory requirements, such as:

•

the requirement to invest at least 70% of our assets in “qualifying assets”;

•

source of income limitations;

•

asset diversification requirements; and

•

the requirement to distribute (or be treated as distributing) in each taxable year at least 90% of our investment company taxable income and tax-exempt interest for that taxable year.

Our shares are listed on the NYSE under the symbol “TSLX.”

Our Investment Framework

We are a specialty finance company focused on lending to middle-market companies. Since we began our investment activities in July 2011, through March 31, 2024, we have originated more than $36.0 billion aggregate principal amount of investments and retained approximately $10.2 billion aggregate principal amount of these investments on our balance sheet prior to any subsequent exits and repayments. We seek to generate current income primarily in U.S.-domiciled middle-market companies through direct originations of senior secured loans and, to a lesser extent, originations of mezzanine and unsecured loans and investments in corporate bonds, equity securities, and other instruments.

By “middle-market companies,” we mean companies that have annual EBITDA, which we believe is a useful proxy for cash flow, of $10 million to $250 million, although we may invest in larger or smaller companies on occasion. As of March 31, 2024, our core portfolio companies, which exclude certain investments that fall outside of our typical borrower profile and represent 96.3% of our total investments based on fair value, had weighted average annual revenue of $275.5 million and weighted average annual EBITDA of $92.5 million.

We invest in first-lien debt, second-lien debt, mezzanine and unsecured debt and equity and other investments. Our first-lien debt may include stand-alone first-lien loans; “last out” first-lien loans, which are loans that have a secondary priority behind super-senior “first out” first-lien loans; “unitranche” loans, which are loans that combine features of first-lien, second-lien and mezzanine debt, generally in a first-lien position; and secured corporate bonds with similar features to these categories of first-lien loans. Our second-lien debt may include secured loans, and, to a lesser extent, secured corporate bonds, with a secondary priority behind first-lien debt.

The debt in which we invest typically is not rated by any rating agency, but if these instruments were rated, they would likely receive a rating of below investment grade (that is, below BBB- or Baa3 as defined by Standard & Poor’s and Moody’s Investors Services, respectively), which is often referred to as “junk.”

The companies in which we invest use our capital to support organic growth, acquisitions, market or product expansion and recapitalizations (including restructurings). As of March 31, 2024, the largest single investment based on fair value represented 2.6% of our total investment portfolio.

As of March 31, 2024, the average investment size in each of our portfolio companies was approximately $27.3 million based on fair value. Portfolio companies includes investments in structured credit investments, which include each series of collateralized loan obligation as a portfolio company investment. When excluding investments in structured credit investments the average investment in our remaining portfolio companies was approximately $33.5 million as of March 31, 2024.

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Through our Adviser, we consider potential investments utilizing a four-tiered investment framework and against our existing portfolio as a whole:

Business and sector selection. We focus on companies with enterprise value between $50 million and $1 billion. When reviewing potential investments, we seek to invest in businesses with high marginal cash flow, recurring revenue streams and where we believe credit quality will improve over time. We look for portfolio companies that we think have a sustainable competitive advantage in growing industries or distressed situations. We also seek companies where our investment will have a low loan-to-value ratio.

We currently do not limit our focus to any specific industry and we may invest in larger or smaller companies on occasion. We classify the industries of our portfolio companies by end-market (such as healthcare, and business services) and not by the products or services (such as software) directed to those end-markets.

As of March 31, 2024, the largest industry represented 17.0% of our total investment portfolio based on fair value.

Investment Structuring. We focus on investing at the top of the capital structure and protecting that position. As of March 31, 2024, approximately 93.1% of our portfolio was invested in secured debt, including 92.3% in first-lien debt investments. We carefully perform diligence and structure investments to include strong investor covenants. As a result, we structure investments with a view to creating opportunities for early intervention in the event of non-performance or stress. In addition, we seek to retain effective voting control in investments over the loans or particular class of securities in which we invest through maintaining affirmative voting positions or negotiating consent rights that allow us to retain a blocking position. We also aim for our loans to mature on a medium term, between two to seven years after origination. For the three months ended March 31, 2024, the weighted average term on new investment commitments in new portfolio companies was 6.4 years.

Deal Dynamics. We focus on, among other deal dynamics, direct origination of investments, where we identify and lead the investment transaction. A substantial majority of our portfolio investments are sourced through our direct or proprietary relationships.

Risk Mitigation. We seek to mitigate non-credit-related risk on our returns in several ways, including call protection provisions to protect future interest income. As of March 31, 2024, we had call protection on 78.1% of our debt investments based on fair value, with weighted average call prices of 106.7% for the first year, 103.3% for the second year and 101.1% for the third year, in each case from the date of the initial investment. As of March 31, 2024, 99.6% of our debt investments based on fair value bore interest at floating rates, with 100% of these subject to interest rate floors, which we believe helps act as a portfolio-wide hedge against inflation.

Relationship with our Adviser and Sixth Street

Our Adviser is a Delaware limited liability company. Our Adviser acts as our investment adviser and administrator and is a registered investment adviser with the SEC under the Advisers Act. Our Adviser sources and manages our portfolio through a dedicated team of investment professionals predominately focused on direct lending, which we refer to as our Investment Team. Our Investment Team is led by our Chairman and Chief Executive Officer and our Adviser’s Co-Chief Investment Officer Joshua Easterly and our Adviser’s Co-Chief Investment Officer Alan Waxman, both of whom have substantial experience in credit origination, underwriting and asset management. Our investment decisions are made by our Investment Review Committee, which includes senior personnel of our Adviser and affiliates of Sixth Street Partners, LLC, or “Sixth Street.”

Sixth Street is a global investment business with over $77 billion of assets under management as of March 31, 2024. Sixth Street’s direct lending platforms include Sixth Street Specialty Lending, Sixth Street Lending Partners, which is aimed at U.S. upper middle-market loan originations, Sixth Street Specialty Lending Europe, which is aimed at European middle-market loan originations. Additional Sixth Street core platforms include Sixth Street TAO, which has the flexibility to invest across all of Sixth Street’s private credit market investments, Sixth Street Opportunities, which focuses on actively managed opportunistic investments across the credit cycle, Sixth Street Credit Market Strategies, which is the firm’s “public-side” credit investment platform focused on investment opportunities in broadly syndicated leveraged loan markets, Sixth Street Growth, which provides financing solutions to growing companies, Sixth Street Fundamental Strategies, which primarily invests in secondary credit, and Sixth Street Agriculture, which invests in niche agricultural opportunities. Sixth Street has a long-term oriented, highly flexible capital base that allows it to invest across industries, geographies, capital structures and asset classes. Sixth Street has extensive experience with highly complex, global public and private investments executed through primary originations, secondary market purchases and restructurings, and has a team of over 600 investment and operating professionals. As of March 31, 2024, sixty-seven (67) of these personnel are dedicated to direct lending, including fifty-three (53) investment professionals.

Our Adviser consults with Sixth Street in connection with a substantial number of our investments. The Sixth Street platform provides us with a breadth of large and scalable investment resources. We believe we benefit from Sixth Street’s market expertise, insights into industry, sector and macroeconomic trends and intensive due diligence capabilities, which help us discern market

46

conditions that vary across industries and credit cycles, identify favorable investment opportunities and manage our portfolio of investments. Sixth Street and its affiliates will refer all middle-market loan origination activities for companies domiciled in the United States to us and conduct those activities through us. The Adviser will determine whether it would be permissible, advisable or otherwise appropriate for us to pursue a particular investment opportunity allocated to us.

On December 16, 2014, we were granted an exemptive order from the SEC that allows us to co-invest, subject to certain conditions and to the extent the size of an investment opportunity exceeds the amount our Adviser has independently determined is appropriate to invest, with certain of our affiliates (including affiliates of Sixth Street) in middle-market loan origination activities for companies domiciled in the United States and certain “follow-on” investments in companies in which we have already co-invested pursuant to the order and remain invested. On January 16, 2020, we filed a further application for co-investment exemptive relief with the SEC to better align our existing co-investment relief with more recent SEC exemptive orders. Subsequent further applications were also made, most recently as June 29, 2022. On August 3, 2022, the SEC granted the new order in response to our application.

We believe our ability to co-invest with Sixth Street affiliates is particularly useful where we identify larger capital commitments than otherwise would be appropriate for us. We expect that with the ability to co-invest with Sixth Street affiliates we will continue to be able to provide “one-stop” financing to a potential portfolio company in these circumstances, which may allow us to capture opportunities where we alone could not commit the full amount of required capital or would have to spend additional time to locate unaffiliated co-investors.

Under the terms of the Investment Advisory Agreement and Administration Agreement, the Adviser’s services are not exclusive, and the Adviser is free to furnish similar or other services to others, so long as its services to us are not impaired. Under the terms of the Investment Advisory Agreement, we will pay the Adviser the base management fee, or the Management Fee, and may also pay certain incentive fees, or the Incentive Fees.

Under the terms of the Administration Agreement, the Adviser also provides administrative services to us. These services include providing office space, equipment and office services, maintaining financial records, preparing reports to stockholders and reports filed with the SEC, and managing the payment of expenses and the oversight of the performance of administrative and professional services rendered by others. Certain of these services are reimbursable to the Adviser under the terms of the Administration Agreement.

Key Components of Our Results of Operations

Investments

We focus primarily on the direct origination of loans to middle-market companies domiciled in the United States.

Our level of investment activity (both the number of investments and the size of each investment) can and does vary substantially from period to period depending on many factors, including the amount of debt and equity capital generally available to middle-market companies, the level of merger and acquisition activity for such companies, the general economic environment and the competitive environment for the types of investments we make.

In addition, as part of our risk strategy on investments, we may reduce certain levels of investments through partial sales or syndication to additional investors.

Revenues

We generate revenues primarily in the form of interest income from the investments we hold. In addition, we may generate income from dividends on direct equity investments, capital gains on the sale of investments and various loan origination and other fees. Our debt investments typically have a term of two to seven years, and, as of March 31, 2024, 99.6% of these investments based on fair value bore interest at a floating rate, with 100% of these subject to interest rate floors. Interest on debt investments is generally payable monthly or quarterly. Some of our investments provide for deferred interest payments or PIK interest. For the three months ended March 31, 2024 and 2023, 6.9% and 3.1%, respectively, of our total investment income was comprised of PIK interest.

Changes in our net investment income are primarily driven by the spread between the payments we receive from our investments in our portfolio companies against our cost of funding, rather than by changes in interest rates. Our investment portfolio primarily consists of floating rate loans, and our credit facilities, 2024 Notes, 2026 Notes, 2028 Notes and 2029 Notes, after taking into account the effect of the interest rate swaps we have entered into in connection with these securities, all bear interest at floating rates. Macro trends in base interest rates like SOFR or other reference rates may affect our net investment income over the long term. However, because we generally originate loans to a limited number of portfolio companies each quarter, and those investments also vary in size, our results in any given period—including the interest rate on investments that were sold or repaid in a period compared to the interest

47

rate of new investments made during that period—often are idiosyncratic, and reflect the characteristics of the particular portfolio companies that we invested in or exited during the period and not necessarily any trends in our business.

In addition to interest income, our net investment income is also driven by prepayment and other fees, which also can vary significantly from quarter to quarter. The level of prepayment fees is generally correlated to the movement in credit spreads and risk premiums, but also will vary based on corporate events that may take place at an individual portfolio company in a given period—e.g., merger and acquisition activity, initial public offerings and restructurings. As noted above, generally a small but varied number of portfolio companies may make prepayments in any quarter, meaning that changes in the amount of prepayment fees received can vary significantly between periods and can vary without regard to underlying credit trends.

Loan origination fees, original issue discount and market discount or premium are capitalized, and we accrete or amortize such amounts as interest income using the effective interest method for term instruments and the straight-line method for revolving or delayed draw instruments. Repayments of our debt investments can reduce interest income from period to period. We record prepayment premiums on loans as interest income when earned. We also may generate revenue in the form of commitment, amendment, structuring, syndication or due diligence fees, fees for providing managerial assistance and consulting fees. The frequency or volume of these items of revenue may fluctuate significantly.

Dividend income on common equity investments is recorded on the record date for private portfolio companies or on the ex-dividend date for publicly traded portfolio companies.

Our portfolio activity also reflects the proceeds of sales of investments. We recognize realized gains or losses on investments based on the difference between the net proceeds from the disposition and the amortized cost basis of the investment without regard to unrealized gains or losses previously recognized. We record current period changes in fair value of investments that are measured at fair value as a component of the net change in unrealized gains (losses) on investments in the Consolidated Statements of Operations.

Expenses

Our primary operating expenses include the payment of fees to our Adviser under the Investment Advisory Agreement, expenses reimbursable under the Administration Agreement and other operating costs described below. Additionally, we pay interest expense on our outstanding debt. We bear all other costs and expenses of our operations, administration and transactions, including those relating to:

•

calculating individual asset values and our net asset value (including the cost and expenses of any independent valuation firms);

•

expenses, including travel expenses, incurred by the Adviser, or members of our Investment Team, or payable to third parties, in respect of due diligence on prospective portfolio companies and, if necessary, in respect of enforcing our rights with respect to investments in existing portfolio companies;

•

the costs of any public offerings of our common stock and other securities, including registration and listing fees;

•

the Management Fee and any Incentive Fee;

•

certain costs and expenses relating to distributions paid on our shares;

•

administration fees payable under our Administration Agreement;

•

costs of preparing financial statements and maintaining books and records and filing reports or other documents with the SEC (or other regulatory bodies) and other reporting and compliance costs, and the compensation of professionals responsible for the preparation of the foregoing, including the allocable portion of the compensation of our Chief Financial Officer, Chief Compliance Officer and other professionals who spend time on those related activities (based on the percentage of time those individuals devote, on an estimated basis, to our business and affairs);

•

debt service and other costs of borrowings or other financing arrangements;

•

the Adviser’s allocable share of costs incurred in providing significant managerial assistance to those portfolio companies that request it;

•

amounts payable to third parties relating to, or associated with, making or holding investments;

•

transfer agent and custodial fees;

•

costs of hedging;

•

commissions and other compensation payable to brokers or dealers;

•

taxes;

48

•

Independent Director fees and expenses;

•

the costs of any reports, proxy statements or other notices to our stockholders (including printing and mailing costs), the costs of any stockholders’ meetings and the compensation of investor relations personnel responsible for the preparation of the foregoing and related matters;

•

our fidelity bond;

•

directors and officers/errors and omissions liability insurance, and any other insurance premiums;

•

indemnification payments;

•

direct costs and expenses of administration, including audit, accounting, consulting and legal costs; and

•

all other expenses reasonably incurred by us in connection with making investments and administering our business.

We expect that during periods of asset growth, our general and administrative expenses will be relatively stable or will decline as a percentage of total assets, and will increase as a percentage of total assets during periods of asset declines.

Leverage

While as a BDC the amount of leverage that we are permitted to use is limited in significant respects, we use leverage to increase our ability to make investments. The amount of leverage we use in any period depends on a variety of factors, including cash available for investing, the cost of financing and general economic and market conditions, however, under the 1940 Act, our total borrowings are limited so that our asset coverage ratio cannot fall below 150% immediately after any borrowing, as defined in the 1940 Act. In any period, our interest expense will depend largely on the extent of our borrowing and we expect interest expense will increase as we increase leverage over time within the limits of the 1940 Act. In addition, we may dedicate assets as collateral to financing facilities from time to time.

Market Trends

We believe trends in the middle-market lending environment, including the limited availability of capital from traditional regulated financial institutions, strong demand for debt capital and specialized lending requirements, are likely to continue to create favorable opportunities for us to invest at attractive risk-adjusted rates.

Subsequent to the global financial crisis, the implementation of regulatory changes such as Basel III requirements, Leverage Lending Guidance, and the Volcker Rule, tightened risk appetites and reduced the capacity of traditional lenders to serve middle-market companies. We believe that these dynamics create a significant opportunity for us to directly originate investments. We also believe that the large amount of uninvested capital held by private equity firms will continue to drive deal activity, which may in turn create additional demand for debt capital.

This market dynamic is further exacerbated by the specialized due diligence and underwriting capabilities, as well as extensive ongoing monitoring, required for middle-market lending. We believe middle-market lending is generally more labor-intensive than lending to larger companies due to smaller investment sizes and the lack of publicly available information on these companies. As a result, the opportunities for dedicated private lenders such as us has continued to expand.

An imbalance between the supply of, and demand for, middle-market debt capital creates attractive pricing dynamics for investors such as BDCs. The negotiated nature of middle-market financings also generally provides for more favorable terms to the lenders, including stronger covenant and reporting packages, better call protection and lender-protective change of control provisions. We believe that BDCs have flexibility to develop loans that reflect each borrower’s distinct situation, provide long-term relationships and a potential source for future capital, which renders BDCs, including us, attractive lenders.

Portfolio and Investment Activity

As of March 31, 2024, our portfolio based on fair value consisted of 92.3% first-lien debt investments, 0.8% second-lien investments, 1.2% mezzanine debt investments, 4.8% equity and other investments and 0.9% structured credit investments. As of December 31, 2023, our portfolio based on fair value consisted of 91.3% first-lien debt investments, 1.1% second-lien debt investments, 1.2% mezzanine debt investments, 4.7% equity and other investments and 1.7% structured credit investments.

As of March 31, 2024 and December 31, 2023, our weighted average total yield of debt and income producing securities at fair value (which includes interest income and amortization of fees and discounts) was 13.8% and 14.1%, respectively, and our weighted

49

average total yield of debt and income-producing securities at amortized cost (which includes interest income and amortization of fees and discounts) was 14.0% and 14.2%, respectively.

As of March 31, 2024 and December 31, 2023, we had investments in 124 portfolio companies (including 24 structured credit investments, which include each series of collateralized loan obligation as a separate portfolio company investment) and 136 portfolio companies (including 42 structured credit investments, which include each series of collateralized loan obligation as a separate portfolio company investment), respectively, with an aggregate fair value of $3,380.0 million and $3,283.1 million, respectively.

For the three months ended March 31, 2024 the principal amount of new investments funded was $162.8 million in nine new portfolio companies and five existing portfolio companies. For this period, we had $108.6 million aggregate principal amount in exits and repayments.

For the three months ended March 31, 2023, the principal amount of new investments funded was $138.9 million in seven new portfolio companies and five existing portfolio companies. For this period, we had $50.8 million aggregate principal amount in exits and repayments.

Our investment activity for the three months ended March 31, 2024 and 2023 is presented below (information presented herein is at par value unless otherwise indicated).

	Three Months Ended
($ in millions)	March 31, 2024			March 31, 2023
New investment commitments:
Gross originations (1)	$	5,128.5		$	1,079.4
Less: Syndications/sell downs (1)		4,864.9			903.3
Total new investment commitments	$	263.6		$	176.1
Principal amount of investments funded:
First-lien	$	154.5		$	130.2
Second-lien		2.1			5.0
Mezzanine		1.1			0.7
Equity and other		4.1			1.4
Structured Credit		1.0			1.6
Total	$	162.8		$	138.9
Principal amount of investments sold or repaid:
First-lien	$	80.4		$	50.3
Second-lien		—			—
Mezzanine		—			—
Equity and other		0.3			0.5
Structured Credit		27.9			—
Total	$	108.6		$	50.8
Number of new investment commitments in    new portfolio companies		9			7
Average new investment commitment amount in    new portfolio companies	$	24.4		$	21.6
Weighted average term for new investment    commitments in new portfolio companies    (in years)		6.4			5.3
Percentage of new debt investment commitments    at floating rates		98.7	%		99.6	%
Weighted average interest rate of new    investment commitments		11.8	%		12.4	%
Weighted average spread over reference rate of new    floating rate investment commitments		6.6	%		7.6	%
Weighted average interest rate on investments    fully sold or paid down		12.9	%		12.6	%

(1)

Includes affiliates of Sixth Street

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As of March 31, 2024 and December 31, 2023, our investments consisted of the following:

	March 31, 2024				December 31, 2023
($ in millions)	Amortized Cost		Fair Value		Amortized Cost		Fair Value
First-lien debt investments	$	3,080.8	$	3,117.1	$	2,956.1	$	2,996.2
Second-lien debt investments		53.7		28.7		51.4		36.0
Mezzanine debt investments		39.9		41.4		38.0		39.5
Equity and other investments		156.5		162.2		152.6		155.6
Structured credit investments		28.8		30.6		52.9		55.8
Total	$	3,359.7	$	3,380.0	$	3,251.0	$	3,283.1

The following tables show the fair value and amortized cost of our performing and non-accrual investments as of March 31, 2024 and December 31, 2023:

	March 31, 2024					December 31, 2023
($ in millions)	Fair Value		Percentage			Fair Value		Percentage
Performing	$	3,341.6		98.9	%	$	3,262.4		99.4	%
Non-accrual (1)		38.4		1.1			20.7		0.6
Total	$	3,380.0		100.0	%	$	3,283.1		100.0	%

	March 31, 2024					December 31, 2023
($ in millions)	Amortized Cost		Percentage			Amortized Cost		Percentage
Performing	$	3,285.5		97.8	%	$	3,222.9		99.1	%
Non-accrual (1)		74.2		2.2			28.1		0.9
Total	$	3,359.7		100.0	%	$	3,251.0		100.0	%

(1)

Loans are generally placed on non-accrual status when principal or interest payments are past due 30 days or more or when management has reasonable doubt that the borrower will pay principal or interest in full. Accrued and unpaid interest is generally reversed when a loan is placed on non-accrual status. Non-accrual loans are restored to accrual status when past due principal and interest has been paid and, in management’s judgment, the borrower is likely to make principal and interest payments in the future. Management may determine to not place a loan on non-accrual status if, notwithstanding any failure to pay, the loan has sufficient collateral value and is in the process of collection. See “–Critical Accounting Estimates”

The weighted average yields and interest rates of our performing debt investments at fair value as of March 31, 2024 and December 31, 2023 were as follows:

	March 31, 2024			December 31, 2023
Weighted average total yield of debt and income    producing securities (1)		13.8	%		14.1	%
Weighted average interest rate of debt and income    producing securities		13.5	%		13.7	%
Weighted average spread over reference rate of all floating    rate investments		8.3	%		8.3	%

(1)

Weighted average total portfolio yield at fair value was 13.1% at March 31, 2024 and 13.4% at December 31, 2023.

The Adviser monitors our portfolio companies on an ongoing basis. The Adviser monitors the financial trends of each portfolio company to determine if it is meeting its business plans and to assess the appropriate course of action for each company. The Adviser has a number of methods of evaluating and monitoring the performance of our investments, which may include the following:

•

assessment of success of the portfolio company in adhering to its business plan and compliance with covenants;

•

periodic and regular contact with portfolio company management and, if appropriate, the financial or strategic sponsor, to discuss financial position, requirements and accomplishments;

•

comparisons to other companies in the industry;

•

attendance at, and participation in, board meetings; and

•

review of monthly and quarterly financial statements and financial projections for portfolio companies.

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As part of the monitoring process, the Adviser regularly assesses the risk profile of each of our investments and, on a quarterly basis, grades each investment on a risk scale of 1 to 5. Risk assessment is not standardized in our industry and our risk assessment may not be comparable to ones used by our competitors. Our assessment is based on the following categories:

•

An investment is rated 1 if, in the opinion of the Adviser, it is performing as agreed and there are no concerns about the portfolio company’s performance or ability to meet covenant requirements. For these investments, the Adviser generally prepares monthly reports on investment performance and intensive quarterly asset reviews.

•

An investment is rated 2 if it is performing as agreed, but, in the opinion of the Adviser, there may be concerns about the company’s operating performance or trends in the industry. For these investments, in addition to monthly reports and quarterly asset reviews, the Adviser also researches any areas of concern with the objective of early intervention with the portfolio company.

•

An investment will be assigned a rating of 3 if it is paying its obligations to us as agreed but a material covenant violation is expected. For these investments, in addition to monthly reports and quarterly asset reviews, the Adviser also adds the investment to its “watch list” and researches any areas of concern with the objective of early intervention with the portfolio company.

•

An investment will be assigned a rating of 4 if a material covenant has been violated, but the company is making its scheduled payments on its obligations to us. For these investments, the Adviser generally prepares a bi-monthly asset review email and generally has monthly meetings with the portfolio company’s senior management. For investments where there have been material defaults, including bankruptcy filings, failures to achieve financial performance requirements or failure to maintain liquidity or loan-to-value requirements, the Adviser often will take immediate action to protect its position. These remedies may include negotiating for additional collateral, modifying investment terms or structure, or payment of amendment and waiver fees.

•

A rating of 5 indicates an investment is in default on its interest and/or principal payments. For these investments, our Adviser reviews the investments on a bi-monthly basis and, where possible, pursues workouts that achieve an early resolution to avoid further deterioration of our investment. The Adviser retains legal counsel and takes actions to preserve our rights, which may include working with the portfolio company to have the default cured, to have the investment restructured or to have the investment repaid through a consensual workout.

The following table shows the distribution of our investments on the 1 to 5 investment performance rating scale at fair value as of March 31, 2024 and December 31, 2023. Investment performance ratings are accurate only as of those dates and may change due to subsequent developments relating to a portfolio company’s business or financial condition, market conditions or developments, and other factors.

	March 31, 2024					December 31, 2023
Investment	Investments at					Investments at
Performance	Fair Value		Percentage of			Fair Value		Percentage of
Rating	($ in millions)		Total Portfolio			($ in millions)		Total Portfolio
1	$	3,070.0		90.8	%	$	2,939.1		89.5	%
2		177.7		5.3			196.6		6.0
3		93.9		2.8			126.7		3.9
4		—		—			—		—
5		38.4		1.1			20.7		0.6
Total	$	3,380.0		100.0	%	$	3,283.1		100.0	%

Results of Operations

Operating results for the three months ended March 31, 2024 and 2023 were as follows:

	For the three months ended
($ in millions)	March 31, 2024			March 31, 2023
Total investment income	$	117.8		$	96.5
Less: Net expenses		64.6			53.2
Net investment income before income taxes		53.2			43.3
Less: Income taxes, including excise taxes		0.8			0.4
Net investment income		52.4			42.9
Net realized gains (losses) (1)		2.1			5.2
Net change in unrealized gains (losses) (1)		(7.0	)		4.8
Net increase (decrease) in net assets resulting from operations	$	47.5		$	52.9

(1)

Includes foreign exchange hedging activity.

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Investment Income

	For the three months ended
($ in millions)	March 31, 2024		March 31, 2023
Interest from investments	$	104.6	$	90.1
Paid-in-kind interest income		8.1		3.0
Dividend income		0.8		0.6
Other income		4.3		2.8
Total investment income	$	117.8	$	96.5

Interest from investments, which includes amortization of upfront fees and prepayment fees, increased from $90.1 million for the three months ended March 31, 2023 to $104.6 million for the three months ended March 31, 2024. The increase in interest from investments was primarily the result of an increase in interest earned due to an increase in reference rates for the period ended March 31, 2024 compared to the same period in 2023 and a larger average portfolio size for the period ended March 31, 2024 compared to the same period in 2023. Paid-in-kind interest income increased from $3.0 million for the three months ended March 31, 2023 to $8.1 million for the three months ended March 31, 2024 due to increased PIK election. Dividend income increased from $0.6 million for the three months ended March 31, 2023 to $0.8 million for the three months ended March 31, 2024 due to increased investments in dividend yielding securities compared to the same period in 2023. Other income increased from $2.8 million for the three months ended March 31, 2023 to $4.3 million for the three months ended March 31, 2024, primarily due to increased miscellaneous fee income during the three months ended March 31, 2024 compared to the same period in 2023.

Expenses

Operating expenses for the three months ended March 31, 2024 and 2023 were as follows:

	Three Months Ended
($ in millions)	March 31, 2024			March 31, 2023
Interest	$	39.0		$	28.5
Management fees (net of waivers)		12.2			10.5
Incentive fees on net investment income		10.9			9.5
Incentive fees on net capital gains		(0.8	)		1.8
Professional fees		1.8			1.7
Directors’ fees		0.2			0.2
Other general and administrative		1.3			1.0
Net Expenses	$	64.6		$	53.2

Interest

Interest expense, including other debt financing expenses, increased from $28.5 million for the three months ended March 31, 2023 to $39.0 million for the three months ended March 31, 2024. This increase was primarily due to an increase in the average interest rate on our debt outstanding and an increase in the average debt outstanding from $1,569.4 million for the three months ended March 31, 2023 to $1,883.9 million for the three months ended March 31, 2024. The average interest rate on our debt outstanding increased from 6.7% for the three months ended March 31, 2023 to 7.6% for the three months ended March 31, 2024.

Management Fees

Management Fees (gross of waivers) increased from $10.7 million for the three months ended March 31, 2023 to $12.6 million for the three months ended March 31, 2024 due to an increase in average assets for the three months ended March 31, 2024 compared to the same period in 2023. Management Fees (net of waivers) increased from $10.5 million for the three months ended March 31, 2023 to $12.2 million for the three months ended March 31, 2024. The Adviser waived Management Fees of $0.4 million for the three months ended March 31, 2024 and $0.3 million for the three months ended March 31, 2023 pursuant to the Leverage Waiver.

Any waived Management Fees are not subject to recoupment by the Adviser.

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Incentive Fees

For the three months ended March 31, 2024 and 2023, Incentive Fees were $10.1 million and $11.3 million, respectively, of which $10.9 million and $9.5 million, respectively, were realized and payable to the Adviser. The increase in Incentive Fees was primarily due to higher net investment income for the three months ended March 31, 2024 compared to the same period in 2023. For the three months ended March 31, 2024 and 2023, $(0.8) million and $1.8 million, respectively, of Incentive Fees were accrued related to Capital Gains Fees. As of March 31, 2024, these accrued Incentive Fees are not contractually payable to the Adviser.

Professional Fees and Other General and Administrative Expenses

Professional fees increased from $1.7 million for the three months ended March 31, 2023 to $1.8 million for the three months ended March 31, 2024. Other general and administrative expenses increased from $1.0 million for the three months ended March 31, 2023 to $1.3 million for the three months ended March 31, 2024.

Income Taxes, Including Excise Taxes

We have 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 as a RIC, we must, among other things, distribute to our stockholders in each taxable year generally at least 90% of our investment company taxable income, as defined by the Code, and net tax-exempt income for that taxable year. To maintain our RIC status, we, among other things, have made and intend to continue to make the requisite distributions to our stockholders, which generally relieve us from corporate-level U.S. federal income taxes.

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

For the three months ended March 31, 2024 and 2023, we recorded a net expense of $0.8 million and $0.4 million, respectively, for U.S. federal excise tax and other taxes.

We changed our tax year end from March 31st to December 31st.

Net Realized and Unrealized Gains and Losses

The following table summarizes our net realized and unrealized gains (losses) for the three and three months ended March 31, 2024 and 2023:

	For the three months ended
($ in millions)	March 31, 2024			March 31, 2023
Net realized gains (losses) on investments	$	2.2		$	4.8
Net realized gains (losses) on foreign currency transactions		(0.6	)		0.2
Net realized gains (losses) on foreign currency investments		(0.6	)		—
Net realized gains (losses) on foreign currency borrowings		1.1			0.2
Net Realized Gains (Losses)	$	2.1		$	5.2
Change in unrealized gains on investments	$	15.4		$	24.0
Change in unrealized (losses) on investments		(27.1	)		(18.4	)
Net Change in Unrealized Gains (Losses) on    Investments	$	(11.7	)	$	5.6
Unrealized gains (losses) on foreign currency borrowings		4.7			(0.7	)
Unrealized gains (losses) on foreign currency cash		0.0			(0.3	)
Unrealized gains (losses) on interest rate swaps		—			0.2
Net Change in Unrealized Gains (Losses) on Foreign    Currency Transactions and Interest Rate Swaps	$	4.7		$	(0.8	)
Net Change in Unrealized Gains (Losses)	$	(7.0	)	$	4.8

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For the three months ended March 31, 2024 and 2023, we had net realized gains on investments of $2.2 million and $4.8 million, respectively. For the three months ended March 31, 2024 and 2023, we had $0.6 net realized losses and net realized gains of $0.2 million, respectively, on foreign currency transactions, primarily as a result of translating foreign currency related to our non-USD denominated investments. For the three months ended March 31, 2024 and 2023, we had net realized losses of $0.6 million and no net gain or loss, respectively, on foreign currency investments. For the three months ended March 31, 2024 and 2023, we had net realized gains of $1.1 million and $0.2 million, respectively, on foreign currency borrowings, primarily as a result of payments on our revolving credit facility.

For the three months ended March 31, 2024, we had $15.4 million in unrealized gains on 75 portfolio company investments, which was offset by $27.1 million in unrealized losses on 69 portfolio company investments. Unrealized gains for the three months ended March 31, 2024 resulted from an increase in fair value, primarily due to positive valuation adjustments, unwind of prior period unrealized losses, and changes in credit spreads. Unrealized losses for the three months ended March 31, 2024 resulted from the reversal of prior period unrealized gains due to realizations, negative credit-related adjustments and changes in credit spreads.

For the three months ended March 31, 2024, we had unrealized gains on foreign currency borrowings of $4.7 million, and for the three months ended March 31, 2023, we had unrealized losses of $0.7 million on foreign currency borrowings, as a result of fluctuations in the AUD, CAD, EUR, SEK and GBP exchange rates. For the three months ended March 31, 2024 and 2023, we had unrealized gains on foreign currency cash of less than $0.1 million and unrealized losses of $0.3 million, respectively. For the three months ended March 31, 2024 and 2023, we had no net unrealized gains on interest rate swaps and net unrealized gains of $0.2 million, respectively, due to fluctuations in interest rates and the periodic settlement of interest rate swaps.

For the three months ended March 31, 2023, we had $24.0 million in unrealized gains on 99 portfolio company investments, which was offset by $18.4 million in unrealized losses on 29 portfolio company investments. Unrealized gains for the three months ended March 31, 2023 resulted from an increase in fair value, primarily due to positive valuation adjustments, unwind of prior period unrealized losses, and changes in credit spreads. Unrealized losses for the three months ended March 31, 2023 resulted from the reversal of prior period unrealized gains due to realizations, negative credit-related adjustments and changes in credit spreads.

Realized Gross Internal Rate of Return

Since we began investing in 2011 through March 31, 2024, weighted by capital invested, our exited investments have generated an average realized gross internal rate of return to us of 17.4% (based on total capital invested of $7.1 billion and total proceeds from these exited investments of $9.1 billion). Ninety-one percent of these exited investments resulted in a realized gross internal rate of return to us of 10% or greater.

Gross IRR, with respect to an investment, is calculated based on the dates that we invested capital and dates we received distributions, regardless of when we made distributions to our stockholders. Initial investments are assumed to occur at time zero, and all cash flows are deemed to occur on the fifteenth of each month in which they occur.

Gross IRR reflects historical results relating to our past performance and is not necessarily indicative of our future results. In addition, gross IRR does not reflect the effect of Management Fees, expenses, Incentive Fees or taxes borne, or to be borne, by us or our stockholders, and would be lower if it did.

Average gross IRR is the average of the gross IRR for each of our exited investments (each calculated as described above), weighted by the total capital invested for each of those investments.

Average gross IRR on our exited investments reflects only invested and realized cash amounts as described above, and does not reflect any unrealized gains or losses in our portfolio.

Internal rate of return, or IRR, is a measure of our discounted cash flows (inflows and outflows). Specifically, IRR is the discount rate at which the net present value of all cash flows is equal to zero. That is, IRR is the discount rate at which the present value of total capital invested in each of our investments is equal to the present value of all realized returns from that investment. Our IRR calculations are unaudited.

Capital invested, with respect to an investment, represents the aggregate cost basis allocable to the realized or unrealized portion of the investment, net of any upfront fees paid at closing for the term loan portion of the investment. Capital invested also includes realized losses on hedging activity, with respect to an investment, which represents any inception-to-date realized losses on foreign currency forward contracts allocable to the investment, if any.

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Realized returns, with respect to an investment, represents the total cash received with respect to each investment, including all amortization payments, interest, dividends, prepayment fees, upfront fees, administrative fees, agent fees, amendment fees, accrued interest, and other fees and proceeds. Realized returns also include realized gains on hedging activity, with respect to an investment, which represents any inception-to-date realized gains on foreign currency forward contracts allocable to the investment, if any.

Interest Rate and Foreign Currency Hedging

We use interest rate swaps to hedge our fixed rate debt and certain fixed rate investments. We have designated certain interest rate swaps to be in a hedge accounting relationship. See Note 2 for additional disclosure regarding our accounting for derivative instruments designated in a hedge accounting relationship. See Note 5 for additional disclosure regarding these derivative instruments and the interest payments paid and received. See Note 7 for additional disclosure regarding the carrying value of our debt.

Our current approach to hedging the foreign currency exposure in our non-U.S. dollar denominated investments is primarily to borrow the par amount in local currency under our Revolving Credit Facility to fund these investments. For the three months ended March 31, 2024 and 2023, we had $4.7 million of unrealized gains and $0.7 million of unrealized losses, respectively, on the translation of our non-U.S. dollar denominated debt into U.S. dollars; such amounts approximate the corresponding unrealized gains and losses on the translation of our non-U.S. dollar denominated investments into U.S. dollars for the three months ended March 31, 2024 and 2023. See Note 2 for additional disclosure regarding our accounting for foreign currency. See Note 7 for additional disclosure regarding the amounts of outstanding debt denominated in each foreign currency at March 31, 2024. See our Consolidated Schedule of Investments for additional disclosure regarding the foreign currency amounts (in both par and fair value) of our non-U.S. dollar denominated investments.

Financial Condition, Liquidity and Capital Resources

Our liquidity and capital resources are derived primarily from proceeds from equity issuances, advances from our credit facilities, and cash flows from operations. The primary uses of our cash and cash equivalents are:

•

investments in portfolio companies and other investments and to comply with certain portfolio diversification requirements;

•

the cost of operations (including paying our Adviser);

•

debt service, repayment, and other financing costs; and

•

cash dividends to the holders of our shares.

We intend to continue to generate cash primarily from cash flows from operations, future borrowings and future offerings of securities. We may from time to time enter into additional debt facilities, increase the size of existing facilities or issue debt securities. Any such incurrence or issuance would be subject to prevailing market conditions, our liquidity requirements, contractual and regulatory restrictions and other factors. In accordance with the 1940 Act, with certain limited exceptions, we are only allowed to incur borrowings, issue debt securities or issue preferred stock if immediately after the borrowing or issuance the ratio of total assets (less total liabilities other than indebtedness) to total indebtedness plus preferred stock, is at least 150%. For more information, see “Key Components of Our Results of Operations — Leverage” above. As of March 31, 2024 and December 31, 2023, our asset coverage ratio was 184.5% and 181.6%, respectively. We carefully consider our unfunded commitments for the purpose of planning our capital resources and ongoing liquidity, including our financial leverage. Further, we maintain sufficient borrowing capacity within the 150% asset coverage limitation under the 1940 Act and the asset coverage limitation under our credit facilities to cover any outstanding unfunded commitments we are required to fund.

Cash and cash equivalents as of March 31, 2024, taken together with cash available under our credit facilities, is expected to be sufficient for our investing activities and to conduct our operations in the near term. As of March 31, 2024, we had approximately $1.1 billion of availability on our Revolving Credit Facility, subject to asset coverage limitations.

As of March 31, 2024, we had $35.9 million in cash and cash equivalents, including $29.1 million of restricted cash. During the three months ended March 31, 2024, cash used in operating activities was $65.5 million, primarily attributable to funding portfolio investments of $211.3 million and other operating activities of $17.1 million, which was offset by repayments and proceeds from investments of $115.4 million and an increase in net assets resulting from operations of $47.5 million. Cash provided by financing activities was $76.2 million during the period due to borrowings of $621.9 million and proceeds from the issuance of common stock $81.5 million, which was offset by paydowns on our debt of $578.9 million, dividends paid to stockholders of $43.3 million and deferred financing costs of $5.0 million.

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Equity

In August 2022, we issued a total of 4,360,125 shares of common stock, or $77.6 million as settlement for the conversion of $79.2 million principal amount of the 2022 Convertible Notes.

In May 2023, we issued a total of 4,500,000 shares of common stock at $17.33 per share. Net of underwriting fees and offering costs, we received total cash proceeds of $77.6 million. Subsequent to the offering, we issued an additional 675,000 shares on June 12, 2023 pursuant to the overallotment option granted to underwriters and received, net of underwriting fees, additional total cash proceeds of $11.7 million.

On March 5, 2024, we issued a total of 4,000,000 shares of common stock at $20.52 per share. Net of underwriting fees and offering costs, we received total cash proceeds of $81.5 million. Subsequent to the offering, the Company issued an additional 600,000 shares on April 1, 2024 pursuant to the overallotment option granted to underwriters and received, net of underwriting fees, additional total cash proceeds of $12.0 million.

During the three months ended March 31, 2024 and 2023, we also issued 292,057 and 362,578 shares of our common stock, respectively, to investors who have not opted out of our dividend reinvestment plan for proceeds of $5.9 million and $6.2 million, respectively.

On August 4, 2015, our Board authorized us to acquire up to $50 million in aggregate of our common stock from time to time over an initial six month period, and has continued to authorize the refreshment of the $50 million amount authorized under and extension of the stock repurchase program prior to its expiration since that time, most recently as of May 1, 2024. The amount and timing of stock repurchases under the program may vary depending on market conditions, and no assurance can be given that any particular amount of common stock will be repurchased.

No shares were repurchased for the three months ended March 31, 2024 and 2023.

Debt

Revolving Credit Facility

In August 2012, we entered into a senior secured revolving credit agreement with Truist Bank (as a successor by merger to SunTrust Bank), as administrative agent, and J.P. Morgan Chase Bank, N.A., as syndication agent, and certain other lenders (as amended and restated, the “Revolving Credit Facility”).

As of March 31, 2024, aggregate commitments under the facility were $1.685 billion. The facility includes an uncommitted accordion feature that allows us, under certain circumstances, to increase the size of the facility to up to $2.0 billion.

Pursuant to the Fourteenth Amendment, with respect to $1.465 billion in commitments, the revolving period, during which period we, subject to certain conditions, may make borrowings under the facility, was extended to June 11, 2027 and the stated maturity date was extended to June 12, 2028. For the remaining $220.0 million of commitments, (A) with respect to $50.0 million of commitments, the revolving period ends on February 4, 2025 and the stated maturity is February 4, 2026 and (B) with respect to $170.0 million of commitments, the revolving period ends April 24, 2026 and the stated maturity is April 23, 2027.

Pursuant to the Fifteenth Amendment dated April 24, 2024, aggregate commitments increased to $1.7 billion. With respect to $1.505 billion of commitments, the revolving period was extended to April 24, 2028 and the stated maturity was extended to April 24, 2029. For the remaining $195.0 million of commitments, (A) with respect to $25.0 million of commitments, the revolving period ends on February 4, 2025 and the stated maturity is February 4, 2026 and (B) with respect to $170.0 million of commitments, the revolving period ends April 24, 2026 and the stated maturity is April 23, 2027.

We may borrow amounts in U.S. dollars or certain other permitted currencies. As of March 31, 2024, we had outstanding debt denominated in Australian dollars (AUD) of 64.9 million, British pounds (GBP) of 32.8 million, Canadian dollars (CAD) of 42.9 million, Swedish Krona (SEK) of 78.1 million and Euro (EUR) of 56.3 million on its Revolving Credit Facility, included in the Outstanding Principal amount in the table below. As of December 31, 2023, we had outstanding debt denominated in Australian dollars (AUD) of 66.4 million, British pounds (GBP) of 32.3 million, Canadian dollars (CAD) of 96.8 million, and Euro (EUR) of 57.2 million on our Revolving Credit Facility, included in the Outstanding Principal amount in the table below.

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The Revolving Credit Facility also provides for the issuance of letters of credit up to an aggregate amount of $75 million. As of March 31, 2024 and December 31, 2023 the Company had $0.1 million and $0.2 million, respectively, letters of credit issued through the Revolving Credit Facility. The amount available for borrowing under the Revolving Credit Facility is reduced by any letters of credit issued through the Revolving Credit Facility.

Amounts drawn under the Revolving Credit Facility, including amounts drawn in respect of letters of credit, bear interest at either the applicable reference rate plus an applicable credit spread adjustment, plus a margin of either 1.75% or 1.875%, or the base rate plus a margin of either 0.75% or 0.875%, in each case, based on the total amount of the borrowing base relative to the sum of the total commitments (or, if greater, the total exposure) under the Revolving Credit Facility plus certain other designated secured debt. We may elect either the applicable reference rate or base rate at the time of drawdown, and loans may be converted from one rate to another at any time, subject to certain conditions. We also pay a fee of 0.375% on undrawn amounts and, in respect of each undrawn letter of credit, a fee and interest rate equal to the then applicable margin while the letter of credit is outstanding.

The Revolving Credit Facility is guaranteed by Sixth Street SL SPV, LLC, TC Lending, LLC and Sixth Street SL Holding, LLC. The Revolving Credit Facility is secured by a perfected first-priority security interest in substantially all the portfolio investments held by us and each guarantor. Proceeds from borrowings may be used for general corporate purposes, including the funding of portfolio investments.

The Revolving Credit Facility includes customary events of default, as well as customary covenants, including restrictions on certain distributions and financial covenants. In accordance with the terms of the Fourteenth Amendment, the financial covenants require:

•

an asset coverage ratio of no less than 1.5 to 1 on the last day of any fiscal quarter;

•

stockholders’ equity of at least $500 million plus 25% of the net proceeds of the sale of equity interests after January 31, 2020; and

•

minimum asset coverage ratio of no less than 2 to 1 with respect to (i) the consolidated assets of the Company and the subsidiary guarantors (including certain limitations on the contribution of equity in financing subsidiaries) to (ii) the secured debt of the Company and its subsidiary guarantors plus unsecured senior securities of the Company and its subsidiary guarantors that mature within 90 days of the date of determination (the “Obligor Asset Coverage Ratio”).

Pursuant to the Fifteenth Amendment dated April 24, 2024, the financial covenants were revised to require stockholders’ equity of at least $650 million plus 25% of the net proceeds of the sale of equity interests after April 24, 2024.

The Revolving Credit Facility also contains certain additional concentration limits in connection with the calculation of the borrowing base, based on the Obligor Asset Coverage Ratio.

Net proceeds received from the Company’s common stock issuance in March 2024 and net proceeds received from the issuance of the 2029 Notes were used to pay down borrowings on the Revolving Credit Facility.

2023 Notes

In January 2018, we issued $150.0 million aggregate principal amount of unsecured notes that matured on January 22, 2023 (the “2023 Notes”). The principal amount of the 2023 Notes was payable at maturity. The 2023 Notes bore interest at a rate of 4.50% per year, payable semi-annually commencing on July 22, 2018, and were redeemable in whole or in part at our option at any time at par plus a “make whole” premium. Total proceeds from the issuance of the 2023 Notes, net of underwriting discounts and offering costs, were $146.9 million. We used the net proceeds of the 2023 Notes to repay outstanding indebtedness under the Revolving Credit Facility. The 2023 Notes matured on January 22, 2023 and were fully repaid in cash. The swap transaction associated with the issuance of the 2023 Notes also matured on January 22, 2023.

2024 Notes

In November 2019, we issued $300.0 million aggregate principal amount of unsecured notes that mature on November 1, 2024 (the “2024 Notes”). The principal amount of the 2024 Notes is payable at maturity. The 2024 Notes bear interest at a rate of 3.875% per year, payable semi-annually commencing on May 1, 2020, and may be redeemed in whole or in part at our option at any time at par plus a “make whole” premium. Total proceeds from the issuance of the 2024 Notes, net of underwriting discounts, offering costs and original issue discount were $292.9 million. We used the net proceeds of the 2024 Notes to repay outstanding indebtedness under the Revolving Credit Facility.

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On February 5, 2020, we issued an additional $50.0 million aggregate principal amount of unsecured notes that mature on November 1, 2024. The additional 2024 Notes are a further issuance of, fungible with, rank equally in right of payment with and have the same terms (other than the issue date and the public offering price) as the initial issuance of 2024 Notes. Total proceeds from the issuance of the additional 2024 Notes, net of underwriting discounts, offering costs and original issue premium were $50.1 million. We used the net proceeds of the 2024 Notes to repay outstanding indebtedness under the Revolving Credit Facility.

In connection with the 2024 Notes offering and reopening of the 2024 Notes, we entered into interest rate swaps to align the interest rates of our liabilities with our investment portfolio, which consists of predominately floating rate loans. The notional amount of the two interest rates swaps is $300.0 million and $50.0 million, respectively, each of which matures on November 1, 2024, matching the maturity date of the 2024 Notes. As a result of the swaps, our effective interest rate on the 2024 Notes is three-month SOFR plus 2.54% (on a weighted average basis). As of March 31, 2024 and December 31, 2023, the effective hedge interest rate swaps had a fair value of $(8.2) million and $(10.4) million, respectively, which is offset within interest expense by an equal, but opposite, fair value change for the hedged risk on the 2024 Notes.

During the year ended December 31, 2020, we repurchased on the open market and extinguished $2.5 million in aggregate principal amount of the 2024 Notes for $2.4 million. These repurchases resulted in a gain on extinguishment of debt of less than $0.1 million. This gain is included in the extinguishment of debt in the accompanying Consolidated Statements of Operations. In connection with the repurchase of the 2024 Notes, we entered into a floating-to-fixed interest rate swap with a notional amount equal to the amount of 2024 Notes repurchased, which had the effect of reducing the notional exposure of the fixed-to-floating interest rate swaps, which were entered into in connection with the issuance of the 2024 Notes, to match the remaining principal amount of the 2024 Notes outstanding. As a result of the swap, our effective interest rate on the outstanding 2024 Notes is SOFR plus 2.54% (on a weighted average basis).

2026 Notes

On February 3, 2021, we issued $300.0 million aggregate principal amount of unsecured notes that mature on August 1, 2026 (the “2026 Notes”). The principal amount of the 2026 Notes is payable at maturity. The 2026 Notes bear interest at a rate of 2.50% per year, payable semi-annually commencing on August 1, 2021, and may be redeemed in whole or in part at our option at any time at par plus a “make whole” premium. Total proceeds from the issuance of the 2026 Notes, net of underwriting discounts, offering costs and original issue discount, were $293.7 million. We used the net proceeds of the 2026 Notes to repay outstanding indebtedness under the Revolving Credit Facility.

In connection with the issuance of the 2026 Notes, we entered into an interest rate swap to align the interest rates of our liabilities with our investment portfolio, which consists of predominately floating rate loans. The notional amount of the interest rate swap is $300.0 million, which matures on August 1, 2026, matching the maturity date of the 2026 Notes. As a result of the swap, our effective interest rate on the 2026 Notes SOFR plus 2.17%. The interest expense related to the 2026 Notes is offset by proceeds received from the interest rate swaps designated as a hedge. The swap adjusted interest expense is included as a component of interest expense on our Consolidated Statements of Operations. As of March 31, 2024 and December 31, 2023, the effective hedge interest rate swaps had a fair value of $(27.3) million and $(26.1) million, respectively, which is offset within interest expense by an equal, but opposite, fair value change for the hedged risk on the 2026 Notes.

2028 Notes

On August 14, 2023, we issued $300.0 million aggregate principal amount of unsecured notes that mature on August 14, 2028 (the “2028 Notes”). The principal amount of the 2028 Notes is payable at maturity. The 2028 Notes bear interest at a rate of 6.95% per year, payable semi-annually commencing on February 14, 2024, and may be redeemed in whole or in part at our option at any time at par plus a “make whole” premium. Total proceeds from the issuance of the 2028 Notes, net of underwriting discounts, offering costs and original issue discount, were $293.9 million. We used the net proceeds of the 2028 Notes to repay outstanding indebtedness under the Revolving Credit Facility.

In connection with the issuance of the 2028 Notes, we entered into an interest rate swap to align the interest rates of our liabilities with our investment portfolio, which consists of predominately floating rate loans. The notional amount of the interest rate swap is $300.0 million, which matures on August 14, 2028, matching the maturity date of the 2028 Notes. As a result of the swap, our effective interest rate on the 2028 Notes is SOFR plus 2.99%. As of March 31, 2024 and December 31, 2023, the effective hedge interest rate swaps had a fair value of $(1.5) million and $4.7 million, respectively, which is offset within interest expense by an equal, but opposite, fair value change for the hedged risk on the 2028 Notes.

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2029 Notes

In January 2024, we issued $350.0 million aggregate principal amount of unsecured notes that mature on March 1, 2029 (the “2029 Notes”). The principal amount of the 2029 Notes is payable at maturity. The 2029 Notes bear interest at a rate of 6.125% per year, payable semi-annually commencing on September 1, 2024, and may be redeemed in whole or in part at our option at any time at par plus a “make whole” premium. Total proceeds from the issuance of the 2029 Notes, net of underwriting discounts, offering costs and original issue discount, were $341.6 million. We used the net proceeds of the 2029 Notes to repay outstanding indebtedness under the Revolving Credit Facility.

In connection with the issuance of the 2029 Notes, we entered into an interest rate swap to align the interest rates of our liabilities with our investment portfolio, which consists of predominately floating rate loans. The notional amount of the interest rate swap is $350.0 million, which matures on March 1, 2029, matching the maturity date of the 2029 Notes. As a result of the swap, our effective interest rate on the 2029 Notes is SOFR plus 2.44%. As of March 31, 2024, the effective hedge interest rate swaps had a fair value of $(5.2) million which is offset within interest expense by an equal, but opposite, fair value change for the hedged risk on the 2029 Notes.

Debt obligations consisted of the following as of March 31, 2024 and December 31, 2023:

	March 31, 2024
	Aggregate Principal		Outstanding		Amount		Carrying
($ in millions)	Amount Committed		Principal		Available (1)		Value (2)(3)
Revolving Credit Facility	$	1,685.0	$	580.4	$	1,104.6	$	566.1
2024 Notes		347.5		347.5	—			338.5
2026 Notes		300.0		300.0	—			269.9
2028 Notes		300.0		300.0	—			293.1
2029 Notes		350.0		350.0	—			336.7
Total Debt	$	2,982.5	$	1,877.9	$	1,104.6	$	1,804.3

(1)

The amount available may be subject to limitations related to the borrowing base under the Revolving Credit Facility, outstanding letters of credit issued and asset coverage requirements.

(2)

The carrying values of the Revolving Credit Facility, 2024 Notes, 2026 Notes, 2028 Notes and 2029 Notes are presented net of the combination of deferred financing costs and original issue discounts totaling $14.3 million, $0.8 million, $2.7 million, $5.4 million and $8.1 million, respectively.

(3)

The carrying values of the 2024 Notes, 2026 Notes, 2028 Notes and 2029 Notes are presented inclusive of an incremental $(8.2) million, $(27.3) million, $(1.5) million and $(5.2) million, respectively, which represents an adjustment in the carrying values of the 2024 Notes, 2026 Notes, 2028 Notes and 2029 Notes, each resulting from a hedge accounting relationship.

	December 31, 2023
	Aggregate Principal		Outstanding		Amount		Carrying
($ in millions)	Amount Committed		Principal		Available (1)		Value (2)(3)
Revolving Credit Facility	$	1,710.0	$	889.7	$	820.2	$	874.5
2024 Notes		347.5		347.5	—			335.9
2026 Notes		300.0		300.0	—			270.9
2028 Notes		300.0		300.0	—			299.0
Total Debt	$	2,657.5	$	1,837.2	$	820.2	$	1,780.3

(1)

The amount available may be subject to limitations related to the borrowing base under the Revolving Credit Facility, outstanding letters of credit issued and asset coverage requirements.

(2)

The carrying values of the Revolving Credit Facility, 2024 Notes, 2026 Notes and 2028 Notes are presented net of deferred financing costs and original issue discounts totaling $15.2 million, $1.2 million, $3.0 million, and $5.7 million, respectively.

(3)

The carrying value of the 2024 Notes, 2026 Notes, and 2028 Notes are presented inclusive of an incremental $(10.4) million $(26.1) million and $4.7 million, respectively, which represents an adjustment in the carrying values of the 2024 Notes, 2026 Notes and 2028 Notes, each resulting from a hedge accounting relationship.

As of March 31, 2024 and December 31, 2023, we were in compliance with the terms of our debt arrangements. We intend to continue to utilize our credit facilities to fund investments and for other general corporate purposes.

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Off-Balance Sheet Arrangements

Portfolio Company Commitments

From time to time, we may enter into commitments to fund investments. We incorporate these commitments into our assessment of our liquidity position. Our senior secured revolving loan commitments are generally available on a borrower's demand and may remain outstanding until the maturity date of the applicable loan. Our senior secured delayed draw term loan commitments are generally available on a borrower’s demand and, once drawn, generally have the same remaining term as the associated loan agreement. Undrawn senior secured delayed draw term loan commitments generally have a shorter availability period than the term of the associated loan agreement. As of March 31, 2024 and December 31, 2023, we had the following commitments to fund investments in current portfolio companies:

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($ in millions)	March 31, 2024		December 31, 2023
Alaska Bidco Oy - Delayed Draw & Revolver	$	0.2	$	0.2
Alpha Midco, Inc. - Delayed Draw		0.4		0.5
American Achievement, Corp. - Revolver		2.4		2.4
Aptean, Inc. - Delayed Draw & Revolver		2.1		—
Arrow Buyer, Inc. - Delayed Draw		5.5		7.6
Artisan Bidco, Inc. - Revolver		5.7		5.7
ASG II, LLC - Delayed Draw		0.5		3.4
Avalara, Inc. - Revolver		3.9		3.9
Axonify, Inc. - Delayed Draw		2.8		3.4
Azurite Intermediate Holdings, Inc. - Delayed Draw, Revolver & Equity		35.3		—
Babylon Finco Limited - Delayed Draw		0.3		—
Banyan Software Holdings, LLC - Delayed Draw		24.2		10.0
Bayshore Intermediate #2, L.P. - Revolver		2.1		1.9
BCTO Ace Purchaser, Inc. - Delayed Draw		0.2		0.5
BCTO Bluebill Buyer, Inc. - Delayed Draw		4.6		5.1
Bear OpCo, LLC - Delayed Draw		—		1.2
Ben Nevis Midco Limited - Delayed Draw		1.7		—
BlueSnap, Inc. - Revolver		2.5		2.5
BTRS Holdings, Inc. - Delayed Draw & Revolver		3.9		5.6
Cordance Operations, LLC - Delayed Draw & Revolver		2.5		2.0
Coupa Holdings, LLC - Delayed Draw & Revolver		6.8		6.8
Crewline Buyer, Inc. - Revolver & Equity		6.1		6.1
Disco Parent, Inc. - Revolver		0.5		0.5
Dye & Durham Corp. - Revolver		2.0		1.2
EDB Parent, LLC - Delayed Draw		9.8		11.4
Edge Bidco B.V. - Delayed Draw & Revolver		1.0		1.1
Elysian Finco Ltd. - Delayed Draw & Revolver		4.1		4.7
Employment Hero Holdings Pty Ltd. - Delayed Draw & Revolver		8.5		8.9
EMS Linq, Inc. - Revolver		6.0		8.8
Erling Lux Bidco SARL - Delayed Draw & Revolver		10.9		3.2
ExtraHop Networks, Inc. - Delayed Draw & Revolver		8.8		9.8
ForeScout Technologies, Inc. - Delayed Draw & Revolver		3.4		3.4
Fullsteam Operations, LLC - Delayed Draw & Revolver		12.4		11.2
Galileo Parent, Inc. - Revolver		5.5		6.8
Heritage Environmental Services, Inc. - Revolver		1.7		—
Hippo XPA Bidco AB - Delayed Draw & Revolver		4.4		—
Hirevue, Inc. - Revolver		5.5		6.9
Hornetsecurity Holding GmbH - Delayed Draw & Revolver		—		2.1
Ibis Intermediate Co. - Delayed Draw		6.3		6.3
IRGSE Holding Corp. - Revolver		3.4		0.9
Kangaroo Bidco AS - Delayed Draw		4.3		9.4
Kyriba Corp. - Revolver		2.5		2.5
Laramie Energy, LLC - Delayed Draw		7.7		7.7
LeanTaaS Holdings, Inc. - Delayed Draw		35.6		38.0
Lucidworks, Inc. - Delayed Draw		—		0.8
Marcura Equities LTD - Delayed Draw & Revolver		11.7		11.7
Netwrix Corp. - Delayed Draw & Revolver		3.2		13.1
OutSystems Luxco SARL - Delayed Draw		2.2		2.2
Passport Labs, Inc. - Revolver		2.8		2.8
PDI TA Holdings, Inc. - Delayed Draw & Revolver		7.1		—
Ping Identity Holding Corp. - Revolver		2.3		2.3
PrimeRevenue, Inc. - Revolver		6.3		6.3
Project44, Inc. - Delayed Draw		19.9		19.9
Rapid Data GmbH Unternehmensberatung - Delayed Draw & Revolver		6.1		6.3
ReliaQuest Holdings, LLC - Delayed Draw & Equity		4.4		4.4
SkyLark UK DebtCo Limited - Delayed Draw		7.0		7.1
SL Buyer Corp. - Delayed Draw		12.8		13.2
Tango Management Consulting, LLC - Delayed Draw & Revolver		10.1		11.0
TRP Assets, LLC - Delayed Draw		1.0		1.0
Truck-Lite Co., LLC - Delayed Draw & Revolver		8.6		—
Wrangler TopCo, LLC - Revolver		0.4		0.4
Total Portfolio Company Commitments (1)(2)	$	363.9	$	316.1

(1)

Represents the full amount of our commitments to fund investments on such date. Commitments may be subject to limitations on borrowings set forth in the agreements between us and the applicable portfolio company. As a result, portfolio companies may not be eligible to borrow the full commitment amount on such date.

(2)

Our estimate of the fair value of the current investments in these portfolio companies includes an analysis of the fair value of any unfunded commitments.

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Other Commitments and Contingencies

As of March 31, 2024 and December 31, 2023, we did not have any unfunded commitments to fund investments to new borrowers that were not current portfolio companies as of such date.

From time to time, we may become a party to certain legal proceedings incidental to the normal course of our business. As of March 31, 2024, management is not aware of any material pending or threatened litigation that would require accounting recognition or financial statement disclosure.

We have certain contracts under which we have material future commitments. Under the Investment Advisory Agreement, our Adviser provides us with investment advisory and management services. For these services, we pay the Management Fee and the Incentive Fee.

Under the Administration Agreement, our Adviser furnishes us with office facilities and equipment, provides us clerical, bookkeeping and record keeping services at such facilities and provides us with other administrative services necessary to conduct our day-to-day operations. We reimburse our Adviser for the allocable portion (subject to the review and approval of our Board) of expenses incurred by it in performing its obligations under the Administration Agreement, the fees and expenses associated with performing compliance functions and our allocable portion of the compensation of our Chief Compliance Officer, Chief Financial Officer and other professionals who spend time on those related activities (based on a percentage of time those individuals devote, on an estimated basis, to our business and affairs). Our Adviser also offers on our behalf significant managerial assistance to those portfolio companies to which we are required to offer to provide such assistance.

Contractual Obligations

A summary of our contractual payment obligations as of March 31, 2024 is as follows:

	Payments Due by Period
			Less than
($ in millions)	Total		1 year		1-3 years		3-5 years		After 5 years
Revolving Credit Facility	$	580.4	$	—	$	—	$	580.4	$	—
2024 Notes		347.5		347.5		—		—		—
2026 Notes		300.0		—		300.0		—		—
2028 Notes		300.0		—		—		300.0		—
2029 Notes		350.0		—		—		350.0		—
Total Contractual Obligations	$	1,877.9	$	347.5	$	300.0	$	1,230.4	$	—

In addition to the contractual payment obligations in the tables above, we also have commitments to fund investments and to pledge assets as collateral under the terms of our derivatives agreements.

Distributions

We have elected and qualified to be treated for U.S. federal income tax purposes as a RIC under subchapter M of the Code. To maintain our RIC status, we must distribute (or be treated as distributing) in each taxable year dividends for tax purposes equal to at least 90 percent of the sum of our:

•

investment company taxable income (which is generally our ordinary income plus the excess of realized net short-term capital gains over realized net long-term capital losses), determined without regard to the deduction for dividends paid, for such taxable year; and

•

net tax-exempt interest income (which is the excess of our gross tax-exempt interest income over certain disallowed deductions) for such taxable year.

As a RIC, we (but not our stockholders) generally will not be subject to U.S. federal income tax on investment company taxable income and net capital gains that we distribute to our stockholders.

We intend to distribute annually all or substantially all of such income. To the extent that we retain our net capital gains or any investment company taxable income, we generally will be subject to corporate-level U.S. federal income tax. We may choose to retain our net capital gains or any investment company taxable income, and pay the U.S. federal excise tax described below.

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Amounts not distributed on a timely basis in accordance with a calendar year distribution requirement are subject to a nondeductible 4% U.S. federal excise tax payable by us. To avoid this tax, we must distribute (or be treated as distributing) during each calendar year an amount at least equal to the sum of:

•

98% of our net ordinary income excluding certain ordinary gains or losses for that calendar year;

•

98.2% of our capital gain net income, adjusted for certain ordinary gains and losses, recognized for the twelve-month period ending on October 31 of that calendar year; and

•

100% of any income or gains recognized, but not distributed, in preceding years.

While we intend to distribute any income and capital gains in the manner necessary to minimize imposition of the 4% U.S. federal excise tax, sufficient amounts of our taxable income and capital gains may not be distributed to avoid entirely the imposition of this tax. In that event, we will be liable for this tax only on the amount by which we do not meet the foregoing distribution requirement.

We intend to pay quarterly dividends to our stockholders out of assets legally available for distribution. All dividends will be paid at the discretion of our Board and will depend on our earnings, financial condition, maintenance of our RIC status, compliance with applicable BDC regulations and such other factors as our Board may deem relevant from time to time.

To the extent our current taxable earnings for a year fall below the total amount of our distributions for that year, a portion of those distributions may be deemed a return of capital to our stockholders for U.S. federal income tax purposes. Thus, the source of a distribution to our stockholders may be the original capital invested by the stockholder rather than our income or gains. Stockholders should read any written disclosure carefully and should not assume that the source of any distribution is our ordinary income or gains.

We have adopted an “opt out” dividend reinvestment plan for our common stockholders. As a result, if we declare a cash dividend or other distribution, each stockholder that has not “opted out” of our dividend reinvestment plan will have their dividends or distributions automatically reinvested in additional shares of our common stock rather than receiving cash dividends. Stockholders who receive distributions in the form of shares of common stock will be subject to the same U.S. federal, state and local tax consequences as if they received cash distributions.

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; and

•

an ongoing agreement with an affiliate of TPG Global, LLC governing, inter alia, the parties’ respective ownership of and rights to use the “Sixth Street” and “TPG” trademarks and certain variations thereof.

Critical Accounting Estimates

Our critical accounting policies and estimates, including those relating to the valuation of our investment portfolio, are described in our Annual Report on Form 10-K for the fiscal year ended December 31, 2023, filed with the SEC on February 15, 2024, and elsewhere in our filings with the SEC. The critical accounting policies and estimates should be read in connection with our risk factors discussed in Part I, “Item 1A. Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended December 31, 2023.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

We are subject to financial market risks, including valuation risk, interest rate risk and currency risk.

Valuation Risk

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

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Interest Rate Risk

Interest rate sensitivity refers to the change in earnings that may result from changes in the level of interest rates. We also fund portions of our investments with borrowings. Our net investment income is affected by the difference between the rate at which we invest and the rate at which we borrow. Accordingly, we cannot assure you that a significant change in market interest rates will not have a material adverse effect on our net investment income.

We regularly measure our exposure to interest rate risk. We assess interest rate risk and manage our interest rate exposure on an ongoing basis by comparing our interest rate-sensitive assets to our interest rate-sensitive liabilities. Based on that review, we determine whether or not any hedging transactions are necessary to mitigate exposure to changes in interest rates.

As of March 31, 2024, 99.6% of our debt investments based on fair value in our portfolio bore interest at floating rates, with 100.0% of these subject to interest rate floors. Our credit facilities also bear interest at floating rates, and in connection with our 2024 Notes, 2026 Notes, 2028 Notes and 2029 Notes, which bear interest at fixed rates, we entered into fixed-to-floating interest rate swaps in order to align the interest rates of our liabilities with our investment portfolio.

Assuming that our Consolidated Balance Sheet as of March 31, 2024 were to remain constant and that we took no actions to alter our existing interest rate sensitivity, the following table shows the annualized impact of hypothetical base rate changes in interest rates (considering interest rate floors for floating rate instruments):

($ in millions)
Basis Point Change	Interest Income			Interest Expense			Net Interest Income
Up 300 basis points	$	94.5		$	56.3		$	38.2
Up 200 basis points	$	63.0		$	37.5		$	25.5
Up 100 basis points	$	31.5		$	18.8		$	12.7
Down 25 basis points	$	(7.9	)	$	(4.7	)	$	(3.2	)
Down 50 basis points	$	(15.8	)	$	(9.4	)	$	(6.4	)

Although we believe that this analysis is indicative of our existing sensitivity to interest rate changes, it does not adjust for changes in the credit market, credit quality, the size and composition of the assets in our portfolio and other business developments that could affect our net income. Accordingly, we cannot assure you that actual results would not differ materially from the analysis above.

We may in the future hedge against interest rate fluctuations by using hedging instruments such as additional interest rate swaps, futures, options and forward contracts. While hedging activities may mitigate our exposure to adverse fluctuations in interest rates, certain hedging transactions that we may enter into in the future, such as interest rate swap agreements, may also limit our ability to participate in the benefits of changes in interest rates with respect to our portfolio investments.

Currency Risk

From time to time, we may make investments that are denominated in a foreign currency. These investments are translated into U.S. dollars at each balance sheet date, exposing us to movements in foreign exchange rates. We may employ hedging techniques to minimize these risks, but we cannot assure you that such strategies will be effective or without risk to us. We may seek to utilize instruments such as, but not limited to, forward contracts to seek to hedge against fluctuations in the relative values of our portfolio positions from changes in currency exchange rates. We also have the ability to borrow in certain foreign currencies under our Revolving Credit Facility. Instead of entering into a foreign exchange forward contract in connection with loans or other investments we have made that are denominated in a foreign currency, we may borrow in that currency to establish a natural hedge against our loan or investment. To the extent the loan or investment is based on a floating rate other than a rate under which we can borrow under our Revolving Credit Facility, we may seek to utilize interest rate derivatives to hedge our exposure to changes in the associated rate.

ITEM 4. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures. As of the end of the period covered by this report, we carried out an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rule 13a-15 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)). Based on that evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that our current disclosure controls and procedures are effective in timely alerting them to material information relating to us that is required to be disclosed by us in the reports we file or submit under the Exchange Act.

Changes in Internal Control over Financial Reporting. There have been no changes in our internal control over financial reporting that occurred during our most recently completed fiscal quarter 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

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 loans to or other contracts with our portfolio companies. We are not currently subject to any material legal proceedings, nor, to our knowledge, is any material legal proceeding threatened against us.

Item 1A. Risk Factors

In addition to the other information set forth in this report, you should carefully consider the risk factors discussed in Part I, “Item 1A. Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended December 31, 2023, which could materially affect our business, financial condition and/or operating results. These risks are not the only risks facing our Company. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially and adversely affect our business, financial condition and/or operating results.

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

None.

Item 3. Defaults Upon Senior Securities

Not applicable.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

Rule 10b5-1 Trading Plans

During the three months ended March 31, 2024, none of our directors or officers (as defined in Rule 16a-1(f) under the Exchange Act) adopted, modified or terminated any Rule 10b5-1 trading arrangement or non-Rule 10b5-1 trading arrangement (as such terms are defined in Item 408 of Regulation S-K).

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Item 6. Exhibits

3.1	Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.2 to Amendment No. 1 to the Company’s Current Report on Form 8-K filed on June 19, 2020)
3.2	Second Amended and Restated Bylaws dated July 10, 2023 (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K/A filed on July 17, 2023)
4.1	Indenture, dated as of January 16, 2024, between Sixth Street Specialty Lending, Inc. and U.S. Bank Trust Company, National Association, as Trustee (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on January 16, 2024)
4.2	First Supplemental Indenture, dated as of January 16, 2024, between Sixth Street Specialty Lending, Inc. and U.S. Bank Trust Company, National Association, as Trustee (incorporated by reference to Exhibit 4.2 to the Company's Current Report on Form 8-K filed on January 16, 2024)
4.3	Form of 6.125% Note Due 2029 (included in Exhibit 4.2 to the Company’s Current Report on Form 8-K filed on January 16, 2024)
10.1	Fifteenth Amendment to Second Amended and Restated Senior Secured Revolving Credit Agreement, dated as of April 24, 2024, among Sixth Street Specialty Lending, Inc., as Borrower, the Lenders party thereto and Truist Bank (as successor by merger to SunTrust Bank), as Administrative Agent
31.1	Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2	Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32	Certification of CEO and CFO Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
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 With Embedded Linkbase Documents
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

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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.

	SIXTH STREET SPECIALTY LENDING, INC.
Date: May 1, 2024	By:	/s/ Joshua Easterly
		Joshua Easterly
		Chief Executive Officer
		(principal executive officer)
Date: May 1, 2024	By:	/s/ Ian Simmonds
		Ian Simmonds
		Chief Financial Officer
		(principal financial officer)

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