Blackstone Private Credit Fund 424B3 Prospectus supplement

Filed pursuant to Rule 424(b)(3)
File No. 333-264472 and 333-259276

BLACKSTONE PRIVATE CREDIT FUND

SUPPLEMENT NO. 2 DATED AUGUST 19, 2022

TO THE PROSPECTUS DATED APRIL 25, 2022

This prospectus supplement (“Supplement”) is part of and should be read in conjunction with the prospectus of Blackstone Private Credit Fund (“we,” “our” or the “Fund”), dated April 25, 2022 (as supplemented to date, the “Prospectus”). Unless otherwise defined herein, capitalized terms used in this Supplement shall have the same meanings as in the Prospectus.

The purposes of this Supplement are:

• to update the Prospectus; and

• to include our Quarterly Report on Form 10-Q for the quarter ended June 30, 2022.

Updates to Prospectus

The following replaces the paragraph under “California” in the “Suitability Standards” section of the Prospectus and all similar disclosure in the Prospectus, including the suitability standards for California residents in “Appendix A: Form of Subscription Agreement”:

California residents may not invest more than 10% of their liquid net worth in us and must have either (a) a liquid net worth of $70,000 and annual gross income of $70,000 or (b) a liquid net worth of $300,000.

The following is added to the end of the paragraph under “Iowa” in the “Suitability Standards” section of the Prospectus, to the end of the suitability standards for Iowa residents in “Appendix A: Form of Subscription Agreement” and all similar disclosure in the Prospectus:

Investors who are accredited investors as defined in Regulation D under the Securities Act of 1933, as amended, are not subject to the foregoing concentration limit.

The following replaces the ninth paragraph of the “What potential strengths does the Adviser offer?” section of the Prospectus Summary and the thirteenth paragraph under the “Investment Objectives and Strategies – Blackstone Credit Strengths” section of the Prospectus and all similar disclosure in the Prospectus:

Strong Investment Track Record. Blackstone Credit’s track record in private debt lending and investing in below investment grade credit dates back to the inception of Blackstone Credit. Since 2005 through June 30, 2022, Blackstone Credit has invested approximately $140 billion in capital in privately originated transactions. Specifically within the U.S. Direct Lending Strategy, Blackstone Credit has invested approximately $76 billion in privately originated or privately negotiated first lien / unitranche transactions. Corresponding to this U.S. Direct Lending track record, Blackstone Credit has an annualized default rate of 0.32% and an annualized loss rate of

0.11% compared to the Credit Suisse Leverage Loan Index’s default and loss rate of 1.46% and 0.62%, respectively, over the same time period.¹

The following replaces the second and third sentences under “May I reinvest my cash distributions in additional shares?” in the Prospectus Summary and amends and restates all similar disclosure in the Prospectus, including the second paragraph of the “Distribution Reinvestment Plan” section of the Prospectus and items related to the Distribution Reinvestment Plan in “Appendix A: Form of Subscription Agreement”:

We have adopted a distribution reinvestment plan whereby shareholders (other than Alabama, Arkansas, Idaho, Kansas, Kentucky, Maine, Maryland, Massachusetts, Nebraska, New Jersey, North Carolina, Ohio, Oklahoma, Oregon, Vermont and Washington investors and clients of certain participating brokers that do not permit automatic enrollment in our distribution reinvestment plan) will have their cash distributions automatically reinvested in additional Common Shares unless they elect to receive their distributions in cash. Alabama, Arkansas, Idaho, Kansas, Kentucky, Maine, Maryland, Massachusetts, Nebraska, New Jersey, North Carolina, Ohio, Oklahoma, Oregon, Vermont and Washington investors and clients of certain participating brokers that do not permit automatic enrollment in our distribution reinvestment plan will automatically receive their distributions in cash unless they elect to have their cash distributions reinvested in additional Common Shares.

The following replaces the fourth paragraph of the “Share Repurchase Program” section of the Prospectus and all similar disclosure in the Prospectus:

We may, from time to time, waive the Early Repurchase Deduction in the following circumstances (subject to the conditions described below):

• repurchases resulting from death, qualifying disability or divorce;

• in the event that a shareholder’s shares are repurchased because the shareholder has failed to maintain the $500 minimum account balance;

• due to trade or operational error; and

• repurchases of shares submitted by discretionary model portfolio management programs (and similar arrangements) as approved by the Fund.

¹  Blackstone Credit U.S. Direct Lending platform default is defined as a payment default or bankruptcy event. Represents default rate and loss of principal net of interest received resulting from default for all transactions in the U.S. Direct Lending track record from December 2006 to June 2022. This information is presented for all U.S. Direct Lending transactions across the Blackstone Credit platform. These numbers include the FS BDCs as described and defined below through March 31, 2018. Blackstone Credit default rate is calculated based on defaults in each calendar year period (“YTD”), while Credit Suisse default rate is calculated based on defaults in the last twelve months (“LTM”) due to availability of data. Therefore, Blackstone Credit and Credit Suisse will cover different periods except when Blackstone Credit presents a full calendar year. Credit Suisse’s default and loss rates are intended to be representative of the broader leveraged loan market which is different from Blackstone Credit’s portfolio as follows. First, the composition, volatility and risk profile of the Credit Suisse Leverage Loan Index presented is likely to be materially different from that of the Fund. Second, the Credit Suisse Leverage Loan Index employs different investment guidelines and criteria than the Fund and does not employ leverage. Loss of principal net of interest received resulting from default calculation includes investments in BDCs that were sub-advised by Blackstone Credit (the “FS BDCs”) on a non-discretionary basis until April 9, 2018. Investments sourced by Blackstone Credit for the FS BDCs did, in certain cases, experience defaults and losses after Blackstone Credit was no longer sub-adviser and such defaults and losses are not included in the rates provided. Past performance is not necessarily indicative of future results, and there can be no assurance that Blackstone Credit will achieve comparable results or that any entity or account managed or advised by Blackstone Credit will be able to implement its investment strategy or achieve its investment objectives.

In addition, the Fund’s Common Shares are sold to certain feeder vehicles primarily created to hold the Fund’s Common Shares that in turn offer interests in such feeder vehicles to non-U.S. persons. For such feeder vehicles and similar arrangements in certain markets, the Fund may not apply the Early Repurchase Deduction to the feeder vehicles or underlying investors, often because of administrative or systems limitations.

The following replaces the second paragraph of the “Determination of Net Asset Value” section of the Prospectus and all similar disclosure in the Prospectus:

We conduct the valuation of our investments, upon which our NAV is based, at all times consistent with GAAP and the 1940 Act. We value our investments in accordance with ASC 820 and Rule 2a-5 under the 1940 Act, which defines fair value as the value of a portfolio investment for which market quotations are not readily available. A market quotation is “readily available” only when it is a quoted price (unadjusted) in active markets for identical instruments that a fund can access at the measurement date, provided that such a quotation is not considered to be readily available if it is not reliable. ASC 820 prioritizes the use of observable market prices derived from such prices over entity-specific inputs. Due to the inherent uncertainties of valuation, certain estimated fair values may differ significantly from the values that would have been realized had a readily available market quotation for these investments existed, and these differences could be material.

The following replaces the last sentence of the seventh paragraph of the “Determination of Net Asset Value” section of the Prospectus and all similar disclosure in the Prospectus:

When an external event such as a purchase transaction, public offering or subsequent equity or debt sale occurs, the Board of Trustees, with the assistance of the Adviser, the Audit Committee and independent valuation firms, will consider whether the pricing indicated by the external event corroborates its valuation.

The following amends and restates “Appendix B: Supplemental Performance Information of the Adviser” in the Prospectus:

APPENDIX B: SUPPLEMENTAL PERFORMANCE INFORMATION OF THE ADVISER

The Fund is a recently organized, non-diversified, closed-end management investment company with limited operating history that has elected to be regulated as a BDC under the 1940 Act. The performance information presented below is for the Fund and all funds and accounts currently or previously advised or sub-advised by the Adviser or its affiliates that have investment strategies (including with respect to leverage) that are substantially similar to the investment strategies of the Fund (“Similar Accounts”). Performance information is presented for funds and accounts that invest primarily in secured debt investments with a focus on originated transactions, including first and/or second lien senior secured loans and unitranche loans and, to a lesser extent, in subordinated and junior loans and other debt or equity instruments.

This supplemental performance information is provided to illustrate the past performance of the Adviser and its affiliates, in managing funds and accounts with investment strategies that are substantially similar to the investment strategies of the Fund.

The performance of the Similar Accounts presented below is not the performance record of the Fund and should not be considered a substitute for the Fund’s own performance. Past returns are not indicative of future performance.

Certain of the Similar Accounts are not subject to investment limitations, leverage restrictions, diversification requirements and other restrictions imposed on business development companies by the 1940 Act and RICs under the Code. If these accounts were operated as business development companies and/or RICs their returns might have been lower. The fees and expenses of the Fund may be higher than those of certain of the Similar Accounts. Had the Similar Accounts’ performance reflected the anticipated fees and expenses of the Fund, their

performance may have been lower. In addition, although the Similar Accounts have substantially similar investment strategies to the investment strategies of the Fund, the Fund will not always make the same investments as any Similar Accounts, and, therefore, the investment performance of the Fund will differ from the investment performance of the Similar Accounts. For certain of the Similar Accounts, affiliates of the Adviser act or acted as a non-discretionary investment adviser or sub-adviser. Thus, while these affiliates of the Adviser propose or proposed investment opportunities to the advisers or investors of such accounts for investment, such advisers or investors have or had investment discretion to approve or reject such investment recommendations.

The following table sets forth the historical “net” and “gross” annualized total returns of the Similar Accounts for periods ending June 30, 2022.

Fund and Similar Accounts*

	1 year	3 year	5 year	10 year	Since Inception (January 2009)
Net	5.6%	8.5%	7.7%	8.4%	10.7%
Gross	9.0%	11.9%	11.9%	13.9%	17.3%

* Performance presented for the Similar Accounts excludes the three-month period ended June 30, 2018, during which the Adviser and its affiliates did not advise or sub-advise any Similar Accounts, except for certain sub-advised funds for which the resignation of the Adviser’s affiliates had already been announced but did not become effective until April 9, 2018.

Returns for periods over one year are annualized. The Similar Accounts include unitized and non-unitized funds with returns for unitized funds calculated on a total return basis and returns for separately managed accounts and non-unitized funds calculated on an internal rate of return basis. Annualized returns for the Similar Accounts are calculated by geometrically linking weighted fund quarterly returns. The historical performance presented above does not reflect the impact of any sales load, transaction or other fees, distribution fees or servicing fees.

“Net” returns are presented after management fees, distribution fees, organizational expenses, fund expenses, and performance-based compensation but before any taxes or tax withholding incurred by investors. “Gross” returns are returns presented before management fees, organizational expenses, fund expenses, performance-based compensation and taxes and tax withholding incurred by investors, which in the aggregate are expected to be substantial.

Quarterly Report on Form 10-Q for the Quarter Ended June 30, 2022

On August 12, 2022, we filed our Quarterly Report on Form 10-Q for the quarter ended June 30, 2022 with the Securities and Exchange Commission. The report (without exhibits) is attached to this Supplement.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

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

For the quarterly period ended June 30, 2022

OR

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

For the transition period from                      to                      

Commission File Number 814-01358

Blackstone Private Credit Fund

(Exact name of Registrant as specified in its Charter)

Delaware	84-7071531
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
345 Park Avenue, 31st Floor New York, New York	10154
(Address of principal executive offices)	(Zip Code)

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

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

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
None	None	None

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

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

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

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☐
Emerging growth company	☐

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

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

The number of shares of Registrant’s Common Stock, $0.01 par value per share, outstanding as of August 12, 2022 was 591,163,860, 252,246,023 and 38,832,085 of Class I, Class S and Class D common shares, respectively. Common shares outstanding exclude August 1, 2022 subscriptions since the issuance price is not yet finalized at this time.

Table of Contents

		Page
PART I	FINANCIAL INFORMATION
Item 1.	Financial Statements
	Consolidated Statements of Assets and Liabilities as of June 30, 2022 and December 31, 2021 (Unaudited)		3
	Consolidated Statement of Operations for the three months ended June 30, 2022 and 2021 (Unaudited)		4
	Consolidated Statement of Changes in Net Assets for the three months ended June 30, 2022 and 2021 (Unaudited)		5
	Consolidated Statement of Cash Flows for six months ended June 30, 2022 and 2021 (Unaudited)		6
	Consolidated Schedule of Investments as of June 30, 2022 and December 31, 2021 (Unaudited)		7
	Notes to Consolidated Financial Statements (Unaudited)		75
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations		155
Item 3.	Quantitative and Qualitative Disclosures About Market Risk		176
Item 4.	Controls and Procedures		177
PART II	OTHER INFORMATION
Item 1.	Legal Proceedings		178
Item 1A.	Risk Factors		178
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds		178
Item 3.	Defaults Upon Senior Securities		178
Item 4.	Mine Safety Disclosures		178
Item 5.	Other Information		178
Item 6.	Exhibits		179
Signatures

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

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

• our future operating results;

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

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

• our ability to raise sufficient capital to execute our investment strategy;

• general economic, logistical and political trends and other external factors, including the current novel coronavirus (“COVID-19”) pandemic, related COVID-19 variants, inflation and recent supply chain and labor market disruptions;

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

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

• our current and expected financing arrangements and investments;

• changes in the general interest rate environment;

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

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

• our contractual arrangements and relationships with third parties;

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

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

• our use of financial leverage;

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

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

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

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

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

1

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

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

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

2

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements.

Blackstone Private Credit Fund

Consolidated Statements of Assets and Liabilities

(in thousands, except share and per share amounts)

(Unaudited)

	June 30, 2022			December 31, 2021
ASSETS
Investments at fair value
Non-controlled/non-affiliated investments (cost of $46,155,408 and $30,483,619 at June 30, 2022 and December 31, 2021, respectively)	$	45,273,003		$	30,579,870
Non-controlled/affiliated investments (cost of $719 and $583 at June 30, 2022 and December 31, 2021, respectively)		1,797			1,614
Controlled/affiliated investments (cost of $984,900 and $213,821 at June 30, 2022 and December 31, 2021, respectively)		951,146			214,209
Total investments at fair value (cost of $47,141,027 and $30,698,023 at June 30, 2022 and December 31, 2021, respectively)		46,225,946			30,795,693
Cash and cash equivalents (restricted cash of $138,810 and $2,500 at June 30, 2022 and December 31, 2021, respectively)		1,644,386			617,986
Interest receivable from non-controlled/non-affiliated investments		412,441			194,493
Deferred financing costs		95,256			76,357
Deferred offering costs		4,381			2,471
Receivable for investments sold		733,335			663,594
Subscription receivable		3,517			826
Unrealized appreciation on foreign currency forward contracts (Note 5)		—			1,505
Other assets		3,853			789
Total assets	$	49,123,115		$	32,353,714
LIABILITIES
Debt (net of unamortized debt issuance costs of $94,091 and $61,526 at June 30, 2022 and December 31, 2021, respectively)	$	25,378,087		$	18,239,934
Payable for investments purchased		1,949,274			997,408
Management fees payable (Note 3)		64,941			35,038
Income based incentive fees payable (Note 3)		62,964			36,004
Capital gains incentive fees payable (Note 3)		—			15,058
Interest payable		147,634			50,294
Due to affiliates		17,408			9,348
Distribution payable (Note 8)		144,580			100,155
Payable for share repurchases (Note 8)		284,910			12,205
Unrealized depreciation on foreign currency forward contracts		583			—
Accrued expenses and other liabilities		102,022			3,450
Total liabilities		28,152,403			19,498,894
Commitments and contingencies (Note 7)
NET ASSETS
Common shares, $0.01 par value (845,602,205 and 495,831,116 shares issued and outstanding at June 30, 2022 and December 31, 2021, respectively)		8,456			4,958
Additional paid in capital		21,766,326			12,734,425
Distributable earnings (loss)		(804,070	)		115,437
Total net assets		20,970,712			12,854,820
Total liabilities and net assets	$	49,123,115		$	32,353,714
NET ASSET VALUE PER SHARE
Class I Shares:
Net assets	$	14,048,171		$	8,985,674
Common shares outstanding ($0.01 par value, unlimited shares authorized)		566,461,843			346,591,556
Net asset value per share	$	24.80		$	25.93
Class S Shares:
Net assets	$	6,014,726		$	3,433,213
Common shares outstanding ($0.01 par value, unlimited shares authorized)		242,530,420			132,425,100
Net asset value per share	$	24.80		$	25.93
Class D Shares:
Net assets	$	907,815		$	435,933
Common shares outstanding ($0.01 par value, unlimited shares authorized)		36,609,942			16,814,460
Net asset value per share	$	24.80		$	25.93

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

3

Blackstone Private Credit Fund

Consolidated Statement of Operations

(in thousands, except share and per share amounts)

(Unaudited)

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

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

4

Blackstone Private Credit Fund

Consolidated Statement of Changes in Net Assets

(in thousands)

(Unaudited)

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

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

5

Blackstone Private Credit Fund

Consolidated Statement of Cash Flows

(in thousands)

(Unaudited)

	Six Months Ended June 30,
	2022			2021
Cash flows from operating activities:
Net increase (decrease) in net assets resulting from operations	$	(191,964	)	$	192,336
Adjustments to reconcile net increase (decrease) in net assets resulting from operations to net cash provided by (used in) operating activities:
Net unrealized (appreciation) depreciation on investments		949,007			(68,531	)
Net change in unrealized gain/loss on foreign currency forward contracts		1,669			—
Net realized (gain) loss on investments		15,903			(777	)
Net realized (gain) loss on forward purchase obligation		—			(3,709	)
Net realized (gain) loss on derivative		—			(2,334	)
Payment-in-kind interest capitalized		(62,785	)		—
Net accretion of discount and amortization of premium		(56,991	)		(6,155	)
Amortization of deferred financing costs		10,778			2,268
Amortization of debt issuance costs and original issue discount on notes		8,866			2
Amortization of offering costs		2,142			1,609
Payment in connection with purchase of Syndicated Warehouse, net of cash received		—			(44,521	)
Payment in connection with Purchase Agreement transaction, net of cash received		—			(697,431	)
Purchases of investments		(17,826,021	)		(10,637,605	)
Proceeds from sale of investments and principal repayments		1,486,289			723,427
Changes in operating assets and liabilities:
Interest receivable		(217,947	)		(37,620	)
Receivable for investments		(69,741	)		(255,469	)
Other assets		(5,060	)		(84	)
Payable for investments purchased		951,867			2,169,374
Management fee payable		29,902		��	—
Income based incentive fee payable		26,959			—
Capital gains incentive fee payable		(15,058	)		9,319
Due to affiliates		8,060			4,236
Interest payable		97,339			6,654
Accrued expenses and other liabilities		(13,317	)		5,204
Net cash provided by (used in) operating activities		(14,870,103	)		(8,639,807	)
Cash flows from financing activities:
Borrowings on debt		11,805,978			7,048,495
Repayments on debt		(4,482,363	)		(2,689,814	)
Deferred financing costs paid		(36,082	)		(27,540	)
Debt issuance costs paid		(6,362	)		(227	)
Deferred offering costs paid		(4,666	)		(3,113	)
Proceeds from issuance of common shares		9,056,410			4,843,446
Repurchased shares, net of early repurchase deduction paid		(66,723	)		—
Dividends paid in cash		(369,689	)		(35,899	)
Net cash provided by (used in) financing activities		15,896,503			9,135,348
Net increase (decrease) in cash and cash equivalents		1,026,400			495,541
Effect of foreign exchange rate changes on cash and cash equivalents		—			(26	)
Cash and cash equivalents, beginning of period		617,986			52
Cash and cash equivalents, end of period	$	1,644,386		$	495,567
Supplemental information and non-cash activities:
Interest paid during the period	$	181,128		$	11,837
Distribution payable	$	144,580		$	54,770
Reinvestment of dividends during the period	$	313,267		$	29,966
Accrued but unpaid debt financing and debt issuance costs	$	2,004		$	5,254
Accrued but unpaid offering costs	$	6		$	289
Share repurchases accrued but not yet paid	$	282,505		$	1,233
Non-cash assets acquired/liabilities assumed:
Syndicated Warehouse (Note 7):
Investments	$	—		$	300,464
Debt	$	—		$	(134,000	)
Other assets/liabilities, net	$	—		$	(118,411	)
Twin Peaks (Note 11):
Investments	$	—		$	1,023,188
Debt	$	—		$	(337,648	)
Other assets/liabilities, net	$	—		$	35,473

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

6

Blackstone Private Credit Fund

Consolidated Schedule of Investments

June 30, 2022

(in thousands)

(Unaudited)

Investments (1)	Reference Rate and Spread			Interest Rate (2)(14)			Maturity Date		Par Amount/ Units		Cost (3)		Fair Value		Percentage of Net Assets
Investments—non-controlled/non-affiliated
First Lien Debt
Aerospace & Defense
Amentum Government Services Holdings, LLC (9)		L + 3.75	%		5.42	%		1/29/2027	$	7,972	$	7,857	$	7,613		0.04	%
Amentum Government Services Holdings, LLC (9)		SOFR + 4.00	%		5.60	%		2/15/2029		19,306		19,219		18,437		0.09
Atlas CC Acquisition Corp. (7)(10)		L + 4.25	%		5.82	%		5/25/2028		59,095		56,947		51,337		0.24
Corfin Holdings, Inc. (4)(11)		L + 5.75	%		8.00	%		2/5/2026		30,735		30,726		30,658		0.15
Corfin Holdings, Inc. (4)(11)		L + 5.75	%		7.32	%		2/5/2026		1,702		1,676		1,698		0.01
Linquest Corp. (4)(5)(7)(10)		L + 5.75	%		6.50	%		7/28/2028		156,319		153,217		152,354		0.73
Loar Group, Inc. (4)(7)(11)		L + 7.25	%		8.92	%		10/2/2023		29,271		27,520		27,271		0.13
MAG DS Corp. (11)		L + 5.50	%		7.75	%		4/1/2027		10,614		10,464		9,765		0.05
Maverick Acquisition, Inc. (4)(5)(7)(11)		L + 6.00	%		8.25	%		6/1/2027		48,959		47,936		46,953		0.22
Peraton Corp. (10)		L + 3.75	%		5.42	%		2/1/2028		80,489		80,284		75,803		0.36
Vertex Aerospace Services Corp. (10)		L + 4.00	%		5.67	%		10/27/2028		40,284		40,193		38,345		0.18
West Star Aviation Acquisition, LLC (4)(7)(10)		L + 6.00	%		6.75	%		3/1/2028		4,091		3,991		3,991		0.02
												480,031		464,226		2.21
Air Freight & Logistics
AGI-CFI Holdings, Inc. (4)(10)		L + 5.50	%		6.75	%		6/11/2027		269,950		265,239		267,251		1.27
Livingston International, Inc. (4)(6)(10)		L + 5.50	%		7.75	%		4/30/2027		105,148		104,447		104,096		0.50
Mode Purchaser, Inc. (4)(11)		SOFR + 6.25	%		7.25	%		12/9/2026		34,213		33,356		34,213		0.16
Mode Purchaser, Inc. (4)(11)		SOFR + 6.25	%		7.25	%		2/5/2029		170,029		166,824		170,029		0.81
R1 Holdings, LLC (4)(7)(11)		L + 6.00	%		7.00	%		1/2/2026		38,608		38,570		38,608		0.18
Redwood Services Group, LLC (4)(7)(10)		SOFR + 6.00	%		6.75	%		6/15/2029		36,851		36,032		36,395		0.17

7

Blackstone Private Credit Fund

Consolidated Schedule of Investments

June 30, 2022

(in thousands)

(Unaudited)

Investments (1)	Reference Rate and Spread			Interest Rate (2)(14)			Maturity Date		Par Amount/ Units		Cost (3)		Fair Value		Percentage of Net Assets
First Lien Debt (continued)
Air Freight & Logistics (continued)
RWL Holdings, LLC (4)(7)(10)		SOFR + 5.75	%		7.95	%		12/31/2028		218,288		213,726		215,524		1.03
SEKO Global Logistics Network, LLC (4)(5)(11)		E + 5.00	%		6.00	%		12/30/2026	€	35,393		40,465		37,093		0.18
SEKO Global Logistics Network, LLC (4)(5)(7)(11)		L + 5.00	%		6.67	%		12/30/2026		104,864		103,750		104,718		0.50
The Kenan Advantage Group, Inc. (10)		L + 3.75	%		5.38	%		3/12/2026		42,639		42,440		40,187		0.19
Wwex Uni Topco Holdings, LLC (10)		L + 4.00	%		6.25	%		7/26/2028		17,605		17,520		16,085		0.08
												1,062,367		1,064,199		5.07
Airlines
Air Canada (6)(10)		L + 3.50	%		4.25	%		8/11/2028		16,819		16,684		15,515		0.07
American Airlines, Inc. (6)(10)		L + 4.75	%		5.81	%		3/11/2028		7,314		7,254		6,996		0.03
United Airlines, Inc. (6)(10)		L + 3.75	%		5.39	%		4/21/2028		26,509		26,547		24,753		0.12
												50,485		47,265		0.23
Auto Components
Clarios Global LP (6)(8)		L + 3.25	%		4.92	%		4/30/2026		19,806		19,658		18,543		0.09
GC EOS Buyer, Inc. (8)		L + 4.50	%		6.17	%		8/1/2025		11,941		11,950		11,884		0.06
Metis Buyer, Inc. (5)(7)(10)		SOFR + 4.00	%		5.63	%		5/4/2028		57,750		56,397		52,629		0.25
Wheel Pros, Inc. (10)		L + 4.50	%		6.10	%		4/23/2028		25,776		25,782		21,468		0.10
												113,786		104,524		0.50
Beverages
Arterra Wines Canada, Inc. (6)(10)		L + 3.50	%		5.75	%		11/24/2027		7,917		7,903		7,429		0.04
Naked Juice, LLC (9)		SOFR + 3.25	%		5.40	%		1/24/2029		25,108		25,002		23,452		0.11
Triton Water Holdings, Inc. (9)		L + 3.50	%		5.75	%		3/31/2028		61,202		60,054		54,405		0.26
												92,958		85,286		0.41
Building Products
Cornerstone Building Brands, Inc. (6)(9)		L + 3.25	%		4.57	%		4/12/2028		7,410		7,385		6,182		0.03
CP Atlas Buyer, Inc. (9)		L + 3.75	%		5.42	%		11/23/2027		54,371		54,034		47,975		0.23
Engineered Stone Group Holdings III Ltd. (4)(6)(7)(10)		E + 5.75	%		7.25	%		4/23/2028	€	58,583		57,902		57,641		0.27
Fencing Supply Group Acquisition, LLC (4)(5)(7)(11)		L + 6.00	%		7.00	%		2/26/2027		108,447		106,963		108,447		0.52
Great Day Improvements, LLC (4)(10)		L + 6.25	%		8.50	%		12/29/2027		182,831		179,482		180,089		0.86
Griffon Corporation (6)(9)		P + 2.75	%		4.36	%		1/24/2029		1,265		1,262		1,212		0.01

8

Blackstone Private Credit Fund

Consolidated Schedule of Investments

June 30, 2022

(in thousands)

(Unaudited)

Investments (1)	Reference Rate and Spread			Interest Rate (2)(14)			Maturity Date		Par Amount/ Units		Cost (3)		Fair Value		Percentage of Net Assets
First Lien Debt (continued)
Building Products (continued)
Illuminate Merger Sub Corp. (9)		L + 3.50	%		6.38	%		6/30/2028		30,853		30,560		27,131		0.13
Jacuzzi Brands, LLC (4)(10)		SOFR + 6.00	%		8.05	%		2/25/2025		258,938		256,034		258,938		1.23
Kodiak BP, LLC (10)		L + 3.25	%		5.50	%		2/25/2028		49,052		48,682		43,135		0.21
L&S Mechanical Acquisition, LLC (4)(5)(7)(10)		L + 5.75	%		8.00	%		9/1/2027		114,219		112,251		109,650		0.52
Lindstrom, LLC (4)(11)		L + 6.25	%		7.31	%		4/7/2025		33,869		33,568		33,869		0.16
Mi Windows and Doors, LLC (9)		SOFR + 3.50	%		5.13	%		12/18/2027		11,772		11,797		11,075		0.05
New Arclin US Holding Corp. (6)(7)(9)		L + 3.75	%		5.42	%		10/2/2028		21,366		21,309		19,553		0.09
Tamko Building Product, LLC (8)		L + 3.00	%		5.25	%		6/1/2026		6,977		6,862		6,558		0.03
The Chamberlain Group, Inc. (9)		L + 3.50	%		5.17	%		11/3/2028		48,335		47,953		43,824		0.21
Windows Acquisition Holdings, Inc. (4)(5)(11)		L + 6.50	%		8.75	%		12/29/2026		60,700		59,784		60,700		0.29
												1,035,827		1,015,980		4.84
Capital Markets
Advisor Group Holdings, Inc. (8)		L + 4.50	%		6.17	%		7/31/2026		42,147		42,068		40,201		0.19
AllSpring Buyer, LLC (6)(9)		L + 3.25	%		5.56	%		11/1/2028		2,993		3,008		2,885		0.01
Resolute Investment Managers, Inc. (4)(11)		L + 4.25	%		6.50	%		4/30/2024		12,090		12,128		11,304		0.05
Situs-AMC Holdings Corporation (4)(11)		SOFR + 5.75	%		8.00	%		12/22/2027		109,725		108,723		108,628		0.52
Superannuation And Investments US, LLC (6)(9)		L + 3.75	%		5.42	%		9/23/2028		21,310		21,211		20,524		0.10
The Edelman Financial Engines Center, LLC (10)		L + 3.50	%		5.17	%		3/15/2028		53,159		52,858		49,338		0.24
												239,997		232,881		1.11
Chemicals
Ascend Performance Materials Operations, LLC (10)		L + 4.75	%		7.00	%		8/27/2026		4,937		5,001		4,826		0.02
DCG Acquisition Corp. (4)(8)		L + 4.50	%		6.17	%		9/30/2026		4,975		4,986		4,676		0.02
Dominion Colour Corporation (4)(6)(11)		L + 7.25 (incl. 2.00 PIK	%  %  )		8.93	%		4/6/2024		35,696		34,918		32,840		0.16
Geon Performance Solutions, LLC (10)		L + 4.50	%		6.17	%		8/9/2028		7,352		7,302		6,984		0.03
Hexion Holdings Corp. (9)		SOFR + 4.50	%		5.92	%		3/15/2029		5,340		5,212		4,809		0.02
Hyperion Materials & Technologies, Inc. (9)		L + 4.50	%		6.07	%		8/28/2028		25,165		25,079		23,907		0.11
LSF11 Skyscraper Holdco S.à r.l, LLC (4)(6)(10)		L + 3.50	%		5.75	%		9/29/2027		19,801		19,717		19,108		0.09
NIC Acquisition Corp. (10)		L + 3.75	%		6.00	%		12/29/2027		11,199		11,215		9,874		0.05

9

Blackstone Private Credit Fund

Consolidated Schedule of Investments

June 30, 2022

(in thousands)

(Unaudited)

Investments (1)	Reference Rate and Spread			Interest Rate (2)(14)			Maturity Date		Par Amount/ Units		Cost (3)		Fair Value		Percentage of Net Assets
First Lien Debt (continued)
Chemicals (continued)
Olympus Water US Holding Corp. (9)		L + 3.75	%		6.06	%		9/21/2028		13,789		13,775		12,884		0.06
Oxea Corporation (6)(8)		L + 3.25	%		4.38	%		10/14/2024		6		6		6		0.00
Polymer Additives, Inc. (8)		L + 6.00	%		7.24	%		7/31/2025		30,263		28,455		29,166		0.14
WR Grace Holdings, LLC (6)(9)		L + 3.75	%		6.06	%		9/22/2028		9,950		9,968		9,470		0.05
												165,635		158,551		0.76
Commercial Services & Supplies
Access CIG, LLC (8)		L + 3.75	%		5.32	%		2/27/2025		40,825		40,691		38,671		0.18
Allied Universal Holdco, LLC (9)		L + 3.75	%		5.42	%		5/12/2028		72,561		72,276		66,666		0.32
Anticimex, Inc. (4)(6)(9)		L + 4.00	%		5.60	%		11/16/2028		2,790		2,800		2,658		0.01
Anticimex, Inc. (6)(9)		L + 3.50	%		5.10	%		11/16/2028		40,340		40,108		38,256		0.18
APX Group, Inc. (6)(9)		L + 3.50	%		5.01	%		7/10/2028		47,670		47,333		45,148		0.22
Atlas Luxco 4 SARL (8)		4.63	%		4.63	%		6/1/2028		2,000		1,722		1,655		0.01
Bazaarvoice, Inc. (4)(7)(8)		L + 5.75	%		7.71	%		5/7/2028		370,305		370,305		370,305		1.77
Belfor Holdings, Inc. (8)		L + 3.75	%		5.42	%		4/6/2026		4,924		4,941		4,776		0.02
DG Investment Intermediate Holdings 2, Inc. (4)(7)(10)		SOFR + 3.75	%		5.78	%		3/17/2028		23,585		23,304		22,487		0.11
DG Investment Intermediate Holdings 2, Inc. (9)		SOFR + 3.75	%		5.42	%		3/17/2028		46,413		46,436		43,498		0.21
Divisions Holding Corp. (4)(10)		L + 4.75	%		6.42	%		5/29/2028		23,916		23,712		22,541		0.11
EAB Global, Inc. (9)		L + 3.50	%		4.74	%		6/28/2028		26,014		25,811		24,544		0.12
eResearchTechnology, Inc. (11)		L + 4.50	%		6.17	%		2/4/2027		36,429		36,394		33,750		0.16
Foundational Education Group, Inc. (9)		SOFR + 3.75	%		6.07	%		8/31/2028		9,097		9,017		8,733		0.04
Garda World Security Corp. (6)(8)		L + 4.25	%		5.90	%		10/30/2026		53,980		53,812		50,040		0.24
Genuine Financial Holdings, LLC (8)		L + 3.75	%		5.42	%		7/11/2025		26,809		26,741		25,575		0.12
GFL Environmental, Inc. (9)		L + 3.00	%		4.24	%		5/30/2025		4,987		4,957		4,875		0.02
International SOS The Americas LP (4)(6)(9)		L + 3.75	%		6.06	%		8/5/2028		2,320		2,299		2,221		0.01
Java Buyer, Inc. (4)(7)(10)		L + 5.75	%		7.58	%		12/15/2027		158,344		155,019		154,461		0.74
JSS Holdings, Inc. (4)(10)		L + 6.00	%		6.75	%		12/17/2027		46,272		45,720		46,272		0.22
JSS Holdings, Inc. (4)(10)		L + 6.00	%		6.75	%		12/17/2028		241,849		238,483		241,849		1.15
Knowledge Pro Buyer, Inc. (4)(7)(10)		L + 5.75	%		7.44	%		12/10/2027		44,885		43,770		43,656		0.21
KPSKY Acquisition, Inc. (4)(7)(10)		L + 5.50	%		6.46	%		10/19/2028		204,808		201,073		200,686		0.96
MaxGen Energy Services Corporation (4)(11)		L + 5.00	%		6.00	%		6/2/2027		83,392		81,610		81,308		0.39

10

Blackstone Private Credit Fund

Consolidated Schedule of Investments

June 30, 2022

(in thousands)

(Unaudited)

Investments (1)	Reference Rate and Spread			Interest Rate (2)(14)			Maturity Date		Par Amount/ Units		Cost (3)		Fair Value		Percentage of Net Assets
First Lien Debt (continued)
Commercial Services & Supplies (continued)
Onex Baltimore Buyer, Inc. (4)(7)(10)		L + 5.75	%		6.80	%		12/1/2027		242,838		237,598		237,138		1.13
PECF USS Intermediate Holding III Corp. (9)		L + 4.25	%		5.92	%		12/15/2028		30,701		30,714		27,816		0.13
Polyphase Elevator Holding Co. (4)(7)(11)		L + 5.50	%		7.75	%		12/21/2027		36,004		35,439		34,446		0.16
Recycle & Resource US, LLC (4)(6)(9)		L + 3.50	%		5.75	%		7/8/2028		5,193		5,159		4,895		0.02
Revspring, Inc. (8)		L + 4.00	%		5.67	%		10/11/2025		15,380		15,277		14,765		0.07
Spin Holdco Inc. (10)		L + 4.00	%		5.61	%		3/1/2028		22,040		21,956		20,354		0.10
The Action Environmental Group, Inc. (4)(5)(12)		L + 6.00	%		7.25	%		1/16/2026		10,079		9,870		9,889		0.05
The Action Environmental Group, Inc. (4)(5)(11)		L + 6.00	%		7.27	%		1/16/2026		14,660		14,233		14,477		0.07
TRC Companies, Inc. (9)		L + 3.75	%		6.00	%		12/8/2028		45,664		45,383		43,114		0.21
USIC Holdings, Inc. (10)		L + 3.50	%		5.17	%		5/12/2028		24,813		24,707		23,178		0.11
Vaco Holdings, LLC (10)		SOFR + 5.00	%		7.20	%		1/20/2029		21,375		21,275		20,627		0.10
Veregy Consolidated, Inc. (11)		L + 6.00	%		7.24	%		11/2/2027		20,480		20,524		19,559		0.09
												2,080,467		2,044,887		9.75
Construction & Engineering
Aegion Corporation (10)		L + 4.75	%		6.27	%		5/17/2028		23,760		23,700		21,799		0.10
ASP Endeavor Acquisition, LLC (4)(5)(9)		L + 6.50	%		7.87	%		5/3/2027		35,640		35,065		33,769		0.16
Brookfield WEC Holdings, Inc. (9)		SOFR + 3.75	%		5.75	%		8/1/2025		34,957		33,735		33,512		0.16
COP Home Services TopCo IV, Inc. (4)(5)(7)(11)		L + 5.00	%		6.67	%		12/31/2027		125,987		123,098		123,379		0.59
Peak Utility Services Group, Inc. (4)(7)(11)		L + 5.00	%		6.50	%		2/26/2028		23,562		23,341		23,408		0.11
Pike Electric Corp. (8)		L + 3.00	%		4.67	%		1/21/2028		3,000		2,906		2,861		0.01
Refficiency Holdings, LLC (7)(10)		L + 3.75	%		5.42	%		12/31/2027		29,252		29,040		27,226		0.13
Thermostat Purchaser III, Inc. (4)(7)(10)		L + 4.50	%		6.07	%		8/24/2028		42,556		41,361		39,757		0.19
Tutor Perini Corp. (6)(11)		L + 4.75	%		5.75	%		8/13/2027		2,948		2,975		2,774		0.01
												315,221		308,485		1.47
Construction Materials
White Cap Buyer, LLC (9)		SOFR + 3.75	%		5.28	%		10/19/2027		53,642		53,385		49,586		0.24
Containers & Packaging
Ascend Buyer, LLC (4)(7)(10)		L + 5.75	%		8.00	%		9/30/2028		76,961		75,469		76,124		0.36
Berlin Packaging, LLC (9)		L + 3.75	%		6.01	%		3/11/2028		42,673		42,541		39,828		0.19
Bway Holding Corporation (8)		L + 3.25	%		4.31	%		4/3/2024		10,358		10,159		9,773		0.05
Charter NEX US, Inc. (10)		L + 3.75	%		5.42	%		12/1/2027		46,755		46,808		44,155		0.21

11

Blackstone Private Credit Fund

Consolidated Schedule of Investments

June 30, 2022

(in thousands)

(Unaudited)

Investments (1)	Reference Rate and Spread			Interest Rate (2)(14)			Maturity Date		Par Amount/ Units		Cost (3)		Fair Value		Percentage of Net Assets
First Lien Debt (continued)
Containers & Packaging (continued)
Graham Packaging Co, Inc. (10)		L + 3.00	%		4.67	%		8/4/2027		18,855		18,712		17,735		0.08
IBC Capital US, LLC (6)(8)		L + 3.75	%		5.78	%		9/11/2023		18,417		18,391		16,675		0.08
LABL, Inc. (9)		L + 5.00	%		6.67	%		10/29/2028		7,107		7,008		6,601		0.03
MAR Bidco Sarl (6)(9)		L + 4.05	%		6.30	%		7/6/2028		3,918		3,900		3,644		0.02
Novolex, Inc. (9)		SOFR + 4.25	%		5.88	%		4/13/2029		106,808		104,188		100,133		0.48
Pretium PKG Holdings, Inc. (9)		L + 4.00	%		5.12	%		8/27/2028		23,769		23,379		21,526		0.10
ProAmpac PG Borrower, LLC (10)		L + 3.75	%		5.26	%		11/3/2025		45,220		45,204		42,009		0.20
Ring Container Technologies Group, LLC (9)		L + 3.75	%		4.27	%		8/12/2028		16,436		16,361		15,655		0.07
TricorBraun Holdings, Inc. (9)		L + 3.25	%		4.92	%		3/3/2028		43,276		42,781		40,405		0.19
Trident TPI Holdings, Inc. (11)		L + 3.25	%		5.50	%		7/29/2028		18,802		18,777		18,179		0.09
Trident TPI Holdings, Inc. (7)(9)		L + 4.00	%		6.25	%		9/15/2028		34,292		33,921		32,190		0.15
												507,599		484,632		2.31
Distributors
BP Purchaser, LLC (4)(10)		L + 5.50	%		7.19	%		12/10/2028		34,713		34,074		34,019		0.16
Bution Holdco 2, Inc. (4)(11)		L + 6.25	%		7.92	%		10/17/2025		5,875		5,791		5,875		0.03
Dana Kepner Company, LLC (4)(10)		SOFR + 6.00	%		8.09	%		12/29/2027		67,012		65,678		66,677		0.32
Dana Kepner Company, LLC (4)(11)		L + 6.25	%		8.31	%		12/29/2026		14,775		14,552		14,701		0.07
Genuine Cable Group, LLC (4)(7)(10)		L + 5.75	%		6.87	%		11/2/2026		26,249		25,667		25,964		0.12
Marcone Yellowstone Buyer, Inc. (4)(5)(7)(10)		L + 5.50	%		7.75	%		12/23/2028		90,217		88,425		88,363		0.42
NDC Acquisition Corp. (4)(7)(11)		L + 5.75	%		8.00	%		3/9/2027		22,219		21,668		21,962		0.10
Tailwind Colony Holding Corporation (4)(7)(11)		SOFR + 6.25	%		7.46	%		11/13/2024		68,260		66,993		67,138		0.32
Unified Door & Hardware Group, LLC (4)(11)		L + 5.75	%		6.75	%		6/30/2025		53,345		52,598		52,544		0.25
												375,445		377,244		1.80
Diversified Consumer Services
Ascend Learning, LLC (9)		L + 3.50	%		5.17	%		12/11/2028		34,153		33,592		31,634		0.15
Cambium Learning Group, Inc. (4)(7)(10)		L + 5.50	%		6.56	%		7/20/2028		963,271		954,920		963,271		4.59
Colibri Group, LLC (10)		SOFR + 5.00	%		5.95	%		3/12/2029		20,772		20,612		20,149		0.10
Dreambox Learning Holding, LLC (4)(5)(10)		L + 6.25	%		7.00	%		12/1/2027		135,213		132,744		132,509		0.63
EM Bidco Limited (6)(7)(9)		L + 4.25	%		4.75	%		4/12/2029		3,657		3,639		3,455		0.02

12

Blackstone Private Credit Fund

Consolidated Schedule of Investments

June 30, 2022

(in thousands)

(Unaudited)

Investments (1)	Reference Rate and Spread			Interest Rate (2)(14)			Maturity Date		Par Amount/ Units		Cost (3)		Fair Value		Percentage of Net Assets
First Lien Debt (continued)
Diversified Consumer Services (continued)
Go Car Wash Management Corp. (4)(7)(11)		L + 5.75	%		7.38	%		12/31/2026		89,736		86,808		87,493		0.42
KUEHG Corp. (11)		L + 3.75	%		6.00	%		2/21/2025		54,045		53,335		50,494		0.24
Learning Care Group (11)		L + 3.25	%		4.92	%		3/13/2025		43,649		42,931		40,539		0.19
Loyalty Ventures, Inc. (9)		L + 4.50	%		6.17	%		11/3/2027		7,902		7,752		6,296		0.03
Pre-Paid Legal Services, Inc. (9)		L + 3.75	%		5.42	%		12/15/2028		60,383		59,841		56,514		0.27
Prime Security Service Borrower, LLC (10)		L + 2.75	%		3.81	%		9/23/2026		17,787		17,513		16,650		0.08
Rinchem Company, LLC (4)(9)		SOFR + 4.50	%		6.65	%		2/2/2029		4,045		4,026		3,807		0.02
SSH Group Holdings, Inc. (8)		L + 4.25	%		6.50	%		7/30/2025		4,974		4,893		4,661		0.02
The ADT Security Corp. (8)		4.13	%		4.13	%		8/1/2029		2,000		1,692		1,629		0.01
TruGreen Limited Partnership (10)		L + 4.00	%		5.67	%		11/2/2027		5,925		5,957		5,653		0.03
University Support Services, LLC (9)		L + 3.25	%		4.92	%		2/10/2029		37,012		36,770		34,976		0.17
Weld North Education, LLC (9)		L + 3.75	%		5.42	%		12/21/2027		42,064		41,905		40,101		0.19
												1,508,930		1,499,831		7.15
Diversified Financial Services
Barbri Holdings, Inc. (4)(10)		L + 5.75	%		7.42	%		4/30/2028		120,251		118,200		119,048		0.57
Barbri Holdings, Inc. (4)(7)(10)		L + 5.75	%		7.42	%		4/28/2028		45,694		44,856		45,237		0.22
Comet Acquisition, Inc. (4)(9)		SOFR + 4.25	%		6.12	%		10/24/2025		15,909		15,677		15,352		0.07
Lereta, LLC (10)		L + 5.25	%		6.92	%		7/27/2028		31,292		31,020		28,515		0.14
Mitchell International, Inc. (9)		L + 3.75	%		5.35	%		10/15/2028		67,809		67,240		61,961		0.30
Polaris Newco, LLC (9)		L + 4.00	%		5.67	%		6/2/2028		47,413		46,827		43,950		0.21
Sedgwick Claims Management Services, Inc. (6)(11)		L + 4.25	%		5.92	%		9/3/2026		2,425		2,446		2,347		0.01
Sedgwick Claims Management Services, Inc. (6)(8)		L + 3.75	%		5.42	%		12/31/2025		56,951		56,293		53,922		0.26
SelectQuote, Inc. (4)(7)(10)		L + 5.00	%		6.67	%		11/5/2024		276,511		275,564		249,675		1.19
												658,122		620,008		2.96
Diversified Telecommunication Services
Numericable US, LLC (5)(6)(8)		5.13	%		5.13	%		7/15/2029		3,000		2,491	��	2,274		0.01
Numericable US, LLC (6)(8)		L + 4.00	%		5.41	%		8/14/2026		51,478		51,355		47,110		0.22
Numericable US, LLC (6)(8)		L + 3.69	%		4.73	%		1/31/2026		4,987		4,930		4,544		0.02
Point Broadband Acquisition, LLC (4)(7)(11)		L + 6.00	%		7.00	%		10/1/2028		161,190		156,775		156,248		0.75
Zacapa, LLC (6)(9)		SOFR + 4.25	%		6.30	%		3/22/2029		11,100		10,977		10,397		0.05

13

Blackstone Private Credit Fund

Consolidated Schedule of Investments

June 30, 2022

(in thousands)

(Unaudited)

Investments (1)	Reference Rate and Spread			Interest Rate (2)(14)			Maturity Date		Par Amount/ Units		Cost (3)		Fair Value		Percentage of Net Assets
First Lien Debt (continued)
Diversified Telecommunication Services (continued)
Zayo Group Holdings, Inc. (8)		L + 3.00	%		4.67	%		3/9/2027		1,333		1,262		1,234		0.01
Zayo Group Holdings, Inc. (9)		SOFR + 4.25	%		5.78	%		3/9/2027		15,975		15,579		14,973		0.07
												243,370		236,781		1.13
Electric Utilities
Qualus Power Services Corp. (4)(7)(11)		L + 5.50	%		6.71	%		3/26/2027		48,704		47,654		48,104		0.23
Electrical Equipment
Emergency Power Holdings, LLC (4)(5)(7)(11)		L + 5.50	%		6.50	%		8/17/2028		194,025		190,136		189,583		0.90
Madison IAQ, LLC (9)		L + 3.25	%		4.52	%		6/16/2028		54,908		54,183		50,161		0.24
Relay Purchaser, LLC (4)(5)(7)(10)		L + 6.00	%		8.25	%		8/30/2028		199,000		195,257		196,227		0.94
Shoals Holdings, LLC (4)(11)		SOFR + 3.25	%		4.47	%		11/25/2026		11,320		11,107		11,433		0.05
												450,683		447,404		2.13
Electronic Equipment, Instruments & Components
Albireo Energy, LLC (4)(5)(7)(11)		L + 6.00	%		8.13	%		12/23/2026		35,317		34,744		33,794		0.16
CPI International, Inc. (11)		L + 3.50	%		4.74	%		7/26/2024		18,882		18,890		18,733		0.09
Infinite Bidco, LLC (9)		L + 3.25	%		5.50	%		2/24/2028		42,137		41,933		39,187		0.19
Ingram Micro, Inc. (9)		L + 3.50	%		5.75	%		3/31/2028		21,870		21,788		20,749		0.10
LTI Holdings, Inc. (8)		L + 3.50	%		5.17	%		9/6/2025		4,974		4,960		4,642		0.02
Presidio, Inc. (8)		L + 3.50	%		5.17	%		1/22/2027		7,959		7,972		7,565		0.04
												130,288		124,669		0.59
Energy Equipment & Services
Abaco Energy Technologies, LLC (4)(13)		L + 7.00 (incl. 1.00 PIK	%  %  )		8.50	%		10/4/2024		10,111		9,636		10,111		0.05
EnergySolutions, LLC (11)		L + 3.75	%		6.00	%		5/9/2025		6,201		6,200		5,801		0.03
Tetra Technologies, Inc. (4)(6)(11)		L + 6.25	%		7.92	%		9/10/2025		22,793		21,947		22,793		0.11
												37,782		38,704		0.18
Entertainment
CE Intermediate I, LLC (4)(9)		L + 4.00	%		5.40	%		11/10/2028		7,758		7,688		7,332		0.03
Herschend Entertainment Co, LLC (9)		L + 3.75	%		5.44	%		8/27/2028		5,279		5,233		5,048		0.02
Recorded Books, Inc. (8)		L + 4.00	%		6.00	%		8/29/2025		38,615		38,587		36,756		0.18
												51,507		49,136		0.23
Food Products
CHG PPC Parent, LLC (4)(9)		L + 3.00	%		4.69	%		11/16/2028		10,314		10,294		9,772		0.05

14

Blackstone Private Credit Fund

Consolidated Schedule of Investments

June 30, 2022

(in thousands)

(Unaudited)

Investments (1)	Reference Rate and Spread			Interest Rate (2)(14)			Maturity Date		Par Amount/ Units		Cost (3)		Fair Value		Percentage of Net Assets
First Lien Debt (continued)
Food Products (continued)
Quantum Bidco, Ltd. (6)(8)		S + 6.00	%		7.63	%		2/5/2028	£	18,500		24,546		18,763		0.09
Snacking Investments US, LLC (6)(11)		L + 4.00	%		5.06	%		12/18/2026		4,957		4,987		4,709		0.02
												39,826		33,245		0.16
Health Care Equipment & Supplies
Advancing Eyecare Center, Inc. (4)(7)(9)		SOFR + 5.75	%		7.44	%		6/13/2029		25,000		24,315		24,400		0.12
Auris Luxembourg III Sarl (6)(8)		L + 3.75	%		5.58	%		2/27/2026		36,892		36,293		33,480		0.16
CPI Buyer, LLC (4)(7)(10)		L + 5.50	%		7.07	%		11/1/2028		270,851		264,837		263,481		1.26
GCX Corporation Buyer, LLC (4)(5)(7)(10)		L + 5.50	%		6.78	%		9/13/2027		196,515		192,434		191,910		0.92
Mozart Borrower LP (9)		L + 3.25	%		4.92	%		9/20/2028		45,890		44,567		42,699		0.20
Resonetics, LLC (10)		L + 4.00	%		5.24	%		4/28/2028		88,308		87,870		84,114		0.40
Sunshine Luxembourg VII S.à r.l, LLC (6)(10)		L + 3.75	%		6.00	%		10/2/2026	£	57,281		56,822		53,209		0.25
TecoStar Holdings, Inc. (11)		L + 3.50	%		4.50	%		5/1/2024		32,892		31,894		28,698		0.14
												739,031		721,990		3.44
Health Care Providers & Services
ACI Group Holdings, Inc. (4)(5)(7)(10)		L + 5.50	%		7.75	%		8/2/2028		210,189		205,595		208,371		0.99
ADCS Clinics Intermediate Holdings, LLC (4)(7)(11)		L + 6.25	%		8.22	%		5/7/2027		45,502		44,630		44,881		0.21
ADMI Corp. (9)		L + 3.50	%		5.17	%		12/23/2027		49,370		49,080		45,379		0.22
AHP Health Partners, Inc. (9)		L + 3.50	%		5.17	%		8/4/2028		11,666		11,609		11,046		0.05
Amerivet Partners Management, Inc. (4)(5)(7)(10)		SOFR +  5.50	%		7.70	%		2/25/2028		97,650		94,947		94,782		0.45
AMGH Holding Corp. (11)		L + 4.25	%		5.92	%		3/14/2025		16,676		16,693		15,559		0.07
Canadian Hospital Specialties Ltd. (4)(5)(6)(7)(11)		C + 4.50	%		7.16	%		4/14/2028	C$	44,218		34,369		34,252		0.16
Caramel Bidco Limited (4)(5)(6)(7)(8)		S + 6.00	%		6.44	%		2/24/2029	£	60,000		77,680		68,136		0.32
CCBlue Bidco, Inc. (4)(7)(10)		L +  6.25 (incl. 2.75 PIK	%  %  )		7.00	%		12/21/2028		470,463		461,038		460,136		2.19
CHG Healthcare Services, Inc. (9)		L + 3.25	%		4.75	%		9/29/2028		32,825		32,701		31,134		0.15

15

Blackstone Private Credit Fund

Consolidated Schedule of Investments

June 30, 2022

(in thousands)

(Unaudited)

Investments (1)	Reference Rate and Spread			Interest Rate (2)(14)			Maturity Date		Par Amount/ Units		Cost (3)		Fair Value		Percentage of Net Assets
First Lien Debt (continued)
Health Care Providers & Services (continued)
Covenant Surgical Partners, Inc. (8)		L + 4.00	%		5.67	%		7/1/2026		2,963		2,924		2,792		0.01
Cross Country Healthcare, Inc. (4)(10)		L + 5.75	%		7.39	%		6/8/2027		80,880		79,483		80,880		0.39
DCA Investment Holdings, LLC (4)(7)(10)		SOFR + 6.25	%		7.00	%		4/3/2028		41,324		40,816		40,923		0.20
DCA Investment Holdings, LLC (4)(7)(11)		SOFR + 6.00	%		7.00	%		4/3/2028		4,389		4,332		4,328		0.02
Electron Bidco, Inc. (9)		L + 3.00	%		4.67	%		11/1/2028		22,943		22,839		21,548		0.10
Epoch Acquisition, Inc. (4)(11)		L + 6.00	%		7.67	%		10/4/2024		29,269		29,269		29,269		0.14
Global Medical Response, Inc. (11)		L + 4.25	%		5.25	%		10/2/2025		34,466		34,542		32,150		0.15
Gordian Medical, Inc. (10)		L + 6.25	%		8.50	%		3/29/2027		52,053		50,613		45,286		0.22
Heartland Dental, LLC (8)		L + 4.00	%		5.64	%		4/30/2025		47,856		47,645		44,913		0.21
ICS US Holdings, Inc. (4)(6)(9)		L + 5.25	%		5.75	%		6/8/2028		35,000		33,311		34,475		0.16
Jayhawk Buyer, LLC (4)(7)(11)		L + 5.00	%		7.25	%		10/15/2026		176,874		174,064		174,513		0.83
Jayhawk Buyer, LLC (4)(11)		L + 5.00	%		6.01	%		10/15/2026		39,689		38,997		39,292		0.19
Legacy LifePoint Health, LLC (8)		4.38	%		4.38	%		2/15/2027		3,000		2,730		2,574		0.01
LifePoint Health, Inc. (8)		L + 3.75	%		5.42	%		11/16/2025		47,379		47,021		44,340		0.21
Medical Knowledge Group, LLC (4)(7)(10)		L + 5.75	%		6.55	%		2/1/2029		164,529		160,791		161,238		0.77
Midwest Physician Administrative Services, LLC (10)		L + 3.25	%		5.50	%		3/5/2028		19,280		19,203		17,737		0.08
National Mentor Holdings, Inc. (10)		L + 3.75	%		6.01	%		2/18/2028		11,814		11,801		10,300		0.05
Navigator Acquiror, Inc. (4)(7)(9)		L + 5.75	%		6.79	%		7/16/2027		393,910		390,781		393,910		1.88
NMSC Holdings, Inc. (10)		SOFR + 5.25	%		6.15	%		2/23/2029		10,249		10,149		9,510		0.05
Odyssey Holding Company, LLC (4)(11)		L + 5.75	%		6.75	%		11/16/2025		63,649		63,278		63,331		0.30
Onex TSG Intermediate Corp. (6)(10)		L + 4.75	%		6.42	%		2/28/2028		23,140		22,973		21,636		0.10
Pathway Vet Alliance, LLC (8)		L + 3.75	%		6.00	%		3/31/2027		30,879		30,650		28,756		0.14
Pediatric Associates Holding Co., LLC (7)(9)		L + 3.25	%		5.08	%		12/29/2028		9,722		9,547		9,071		0.04
PetVet Care Centers, LLC (10)		L + 3.50	%		5.17	%		2/14/2025		54,685		54,651		51,722		0.25
Phoenix Guarantor, Inc. (6)(8)		L + 3.50	%		5.14	%		3/5/2026		27,019		26,882		25,400		0.12

16

Blackstone Private Credit Fund

Consolidated Schedule of Investments

June 30, 2022

(in thousands)

(Unaudited)

Investments (1)	Reference Rate and Spread			Interest Rate (2)(14)			Maturity Date		Par Amount/ Units		Cost (3)		Fair Value		Percentage of Net Assets
First Lien Debt (continued)
Health Care Providers & Services (continued)
Plasma Buyer, LLC (4)(7)(10)		SOFR + 5.75	%		6.50	%		5/12/2029		91,722		89,373		89,361		0.43
PSKW Intermediate, LLC (4)(11)		L + 6.25	%		7.92	%		3/9/2026		21,994		21,994		21,994		0.10
Radnet, Inc. (6)(10)		P + 3.00	%		4.62	%		4/22/2028		4,887		4,867		4,657		0.02
Reverb Buyer, Inc. (7)(9)		L + 3.50	%		6.38	%		11/1/2028		42,512		42,189		39,487		0.19
Smile Doctors, LLC (4)(7)(10)		L + 5.75	%		7.71	%		12/1/2028		484,920		473,564		472,989		2.26
Snoopy Bidco, Inc. (4)(7)(10)		L + 6.00	%		7.60	%		6/1/2028		560,342		547,357		556,121		2.65
SpecialtyCare, Inc. (4)(5)(7)(11)		L + 5.75	%		6.75	%		6/18/2028		68,930		66,969		67,703		0.32
Stepping Stones Healthcare Services, LLC (4)(7)(10)		L + 5.75	%		6.76	%		1/2/2029		132,231		128,950		128,683		0.61
Surgery Centers Holdings, Inc. (6)(10)		L + 3.75	%		4.95	%		8/31/2026		66,536		65,845		62,190		0.30
The Fertility Partners, Inc. (4)(5)(6)(10)		L + 5.75	%		7.42	%		3/16/2028		39,000		38,258		38,220		0.18
The Fertility Partners, Inc. (4)(5)(6)(7)(10)		C + 5.75	%		7.92	%		3/16/2029	C$	122,590		90,161		88,724		0.42
The Fertility Partners, Inc. (4)(5)(6)(7)(10)		L + 5.75	%		6.95	%		3/16/2029		24,132		23,899		23,891		0.11
The GI Alliance Management, LLC (4)(11)		L + 6.25	%		7.43	%		11/4/2024		76,696		75,470		76,696		0.37
The GI Alliance Management, LLC (4)(7)(11)		L + 6.25	%		7.80	%		8/5/2028		217,785		216,801		217,624		1.04
TTF Holdings, LLC (4)(10)		L + 4.25	%		5.94	%		3/24/2028		5,944		5,907		5,721		0.03
U.S. Anesthesia Partners, Inc. (9)		L + 4.25	%		5.31	%		9/22/2028		38,823		38,706		36,319		0.17
Unified Physician Management, LLC (4)(7)(9)		SOFR + 5.50	%		7.03	%		6/18/2029		844,174		844,174		844,174		4.03
US Acute Care Solutions (5)(6)(8)		6.38	%		6.38	%		3/1/2026		2,885		2,924		2,588		0.01
US Oral Surgery Management Holdco, LLC (4)(7)(10)		L + 5.50	%		6.96	%		11/18/2027		131,930		128,887		130,582		0.62
Veonet GmbH (4)(6)(8)		S + 5.75	%		5.75	%		3/14/2029	£	170,000		218,377		194,121		0.93
WHCG Purchaser III, Inc. (4)(5)(7)(10)		L + 5.75	%		8.00	%		6/22/2028		104,620		102,469		103,254		0.49
WP CityMD Bidco, LLC (9)		L + 3.25	%		5.50	%		11/18/2028		27,935		27,740		26,381		0.13
												5,692,510		5,635,051		26.87
Health Care Technology
athenahealth, Inc. (7)(9)		SOFR + 3.50	%		5.01	%		2/15/2029		39,048		38,512		35,566		0.17
Caerus US 1, Inc. (4)(6)(7)(10)		SOFR + 5.50	%		7.25	%		5/25/2029		392,476		383,344		382,620		1.82

17

Blackstone Private Credit Fund

Consolidated Schedule of Investments

June 30, 2022

(in thousands)

(Unaudited)

Investments (1)	Reference Rate and Spread			Interest Rate (2)(14)			Maturity Date		Par Amount/ Units		Cost (3)		Fair Value		Percentage of Net Assets
First Lien Debt (continued)
Health Care Technology (continued)
Edifecs, Inc. (4)(10)		L + 5.50	%		7.75	%		9/21/2026		122,882		120,741		121,039		0.58
Edifecs, Inc. (4)(11)		L + 7.50	%		9.75	%		9/21/2026		29,510		29,397		30,395		0.14
Ensemble RCM, LLC (4)(9)		L + 5.00	%		6.24	%		8/3/2026		90,000		88,288		88,200		0.42
GI Ranger Intermediate, LLC (4)(7)(10)		SOFR + 6.00	%		7.55	%		10/29/2028		136,121		133,312		134,303		0.64
Imprivata, Inc. (9)		SOFR + 4.25	%		5.43	%		12/1/2027		6,960		6,880		6,736		0.03
Netsmart Technologies, Inc. (10)		L + 4.00	%		5.67	%		10/1/2027		24,747		24,842		23,634		0.11
NMC Crimson Holdings, Inc. (4)(7)(10)		L + 6.00	%		6.97	%		3/1/2028		71,173		69,064		69,991		0.33
Project Ruby Ultimate Parent Corp. (10)		L + 3.25	%		4.92	%		3/3/2028		8,504		8,468		7,997		0.04
RPBLS Midco, LLC (4)(7)(10)		SOFR + 5.75	%		6.50	%		4/1/2028		132,500		129,624		129,499		0.62
Verscend Holding Corp. (8)		L + 4.00	%		5.67	%		8/27/2025		34,751		34,804		33,361		0.16
Waystar Technologies, Inc. (8)		L + 4.00	%		5.67	%		10/22/2026		30,067		30,140		28,602		0.14
												1,097,415		1,091,944		5.21
Hotels, Restaurants & Leisure
Alterra Mountain Company (9)		L + 3.50	%		5.17	%		8/17/2028		27,362		27,385		26,097		0.12
CEC Entertainment, Inc. (5)(8)		6.75	%		6.75	%		5/1/2026		79,800		79,782		70,392		0.34
Century Casinos, Inc. (6)(10)		SOFR + 6.00	%		7.15	%		4/2/2029		43,950		43,096		42,522		0.20
Fertitta Entertainment, LLC (9)		SOFR + 4.00	%		5.53	%		1/27/2029		38,070		37,812		35,215		0.17
Flynn Restaurant Group LP (9)		L + 4.25	%		5.92	%		12/1/2028		18,669		18,522		17,460		0.08
Golden Nugget, Inc. (8)		4.63	%		4.63	%		1/15/2029		2,000		1,767		1,711		0.01
GVC Holdings Gibraltar, Ltd. (6)(9)		L + 2.25	%		3.74	%		3/16/2027		4,987		4,877		4,802		0.02
IRB Holding Corp. (10)		SOFR + 3.00	%		4.24	%		12/15/2027		49,501		49,451		46,593		0.22
IRB Holding Corp. (11)		SOFR + 2.75	%		4.42	%		2/5/2025		11,595		11,590		11,023		0.05
Mic Glen, LLC (9)		L + 3.50	%		5.17	%		7/21/2028		31,204		31,050		29,123		0.14
Penn National Gaming, Inc. (6)(9)		SOFR + 2.75	%		4.38	%		5/3/2029		6,761		6,728		6,503		0.03
Scientific Games Holdings LP (9)		SOFR + 3.50	%		4.18	%		4/4/2029		26,700		26,407		24,910		0.12
Tacala Investment Corp. (10)		L + 3.50	%		5.17	%		2/5/2027		53,242		53,222		49,944		0.24
Twin River Worldwide Holdings, Inc. (6)(9)		L + 3.25	%		4.37	%		10/2/2028		32,747		32,278		30,501		0.15
Whatabrands, LLC (9)		L + 3.25	%		4.92	%		8/3/2028		14,925		14,850		14,032		0.07
												438,817		410,827		1.96

18

Blackstone Private Credit Fund

Consolidated Schedule of Investments

June 30, 2022

(in thousands)

(Unaudited)

Investments (1)	Reference Rate and Spread			Interest Rate (2)(14)			Maturity Date		Par Amount/ Units		Cost (3)		Fair Value		Percentage of Net Assets
First Lien Debt (continued)
Household Durables
AI Aqua Merger Sub, Inc. (6)(7)(9)		SOFR + 4.00	%		4.50	%		7/31/2028		63,149		62,269		56,962		0.27
Fluidra SA (6)(9)		SOFR + 2.00	%		3.63	%		1/29/2029		1,467		1,464		1,428		0.01
Hunter Douglas, Inc. (6)(9)		SOFR + 3.50	%		4.84	%		2/26/2029		16,147		16,059		13,959		0.07
Instant Brands Holdings, Inc. (10)		L + 5.00	%		7.08	%		4/12/2028		78,233		77,263		62,717		0.30
												157,054		135,066		0.64
Independent Power and Renewable Electricity Producers
Calpine Corp (8)		3.75	%		3.75	%		3/1/2031		4,000		3,346		3,262		0.02
Industrial Conglomerates
Bettcher Industries, Inc. (9)		SOFR + 4.00	%		5.53	%		12/13/2028		11,288		11,183		10,723		0.05
CEP V Investment 11 Sarl (4)(6)(7)(8)		S + 5.75	%		5.75	%		2/11/2028		Fr. 97,449		97,689		104,066		0.50
Engineered Machinery Holdings, Inc. (10)		L + 3.75	%		6.00	%		5/19/2028		32,375		32,358		30,493		0.15
Excelitas Technologies Corp. (4)(11)		L + 3.50	%		5.75	%		12/2/2024		22,670		22,691		21,763		0.10
FCG Acquisitions, Inc. (9)		L + 3.75	%		6.00	%		3/16/2028		45,890		45,723		43,307		0.21
SPX Flow, Inc. (9)		SOFR + 4.50	%		6.13	%		4/5/2029		54,658		52,337		51,078		0.24
Vertical US Newco, Inc. (6)(9)		L + 3.50	%		4.02	%		7/30/2027		45,535		45,409		42,774		0.20
Victory Buyer, LLC (9)		L + 3.75	%		5.81	%		11/19/2028		22,978		22,880		21,313		0.10
												330,268		325,518		1.55
Insurance
Acrisure, LLC (8)		L + 3.50	%		5.17	%		2/15/2027		6,962		6,754		6,412		0.03
Acrisure, LLC (9)		L + 3.75	%		5.42	%		2/15/2027		22,076		21,835		20,724		0.10
Acrisure, LLC (9)		L + 4.25	%		5.92	%		2/15/2027		19,750		19,702		18,697		0.09
Alera Group, Inc. (4)(7)(10)		L + 5.50	%		7.17	%		9/30/2028		81,425		80,558		80,515		0.38
Alliant Holdings Intermediate, LLC (8)		L + 3.25	%		4.92	%		5/9/2025		27,943		27,575		26,400		0.13
Alliant Holdings Intermediate, LLC (9)		L + 3.50	%		5.01	%		11/6/2027		37,006		36,983		34,536		0.16
AssuredPartners, Inc. (9)		SOFR + 3.50	%		5.03	%		2/12/2027		66,364		65,780		62,286		0.30
Baldwin Risk Partners, LLC (6)(9)		L + 3.50	%		4.69	%		10/14/2027		33,806		33,671		32,242		0.15
Benefytt Technologies, Inc. (4)(7)(10)		L + 6.00	%		8.00	%		8/12/2027		94,028		92,156		77,371		0.37
BroadStreet Partners, Inc. (8)		L + 3.00	%		4.67	%		1/27/2027		21,833		21,695		20,592		0.10
CFC Underwriting, Ltd. (4)(6)(8)		SOFR + 5.50	%		5.80	%		11/30/2028		138,161		134,374		134,503		0.64
Foundation Risk Partners Corp. (4)(7)(10)		L + 5.50	%		7.75	%		10/29/2028		117,274		115,343		115,235		0.55

19

Blackstone Private Credit Fund

Consolidated Schedule of Investments

June 30, 2022

(in thousands)

(Unaudited)

Investments (1)	Reference Rate and Spread			Interest Rate (2)(14)			Maturity Date		Par Amount/ Units		Cost (3)		Fair Value		Percentage of Net Assets
First Lien Debt (continued)
Insurance (continued)
Galway Borrower, LLC (4)(5)(7)(10)		L + 5.25	%		6.26	%		9/24/2028		245,417		240,918		239,895		1.14
High Street Buyer, Inc. (4)(5)(7)(10)		L + 6.00	%		7.67	%		4/14/2028		105,710		103,125		103,999		0.50
Howden Group Holdings Limited (6)(10)		L + 3.25	%		4.94	%		11/12/2027		46,925		46,733		44,416		0.21
HUB International Limited (10)		L + 3.25	%		4.35	%		4/25/2025		43,375		43,353		41,253		0.20
HUB International Limited (8)		L + 3.00	%		4.21	%		4/25/2025		19,897		19,569		18,890		0.09
Integrity Marketing Acquisition, LLC (4)(5)(10)		L + 5.50	%		7.58	%		8/27/2025		43,969		43,462		43,364		0.21
Integrity Marketing Acquisition, LLC (4)(5)(7)(11)		L + 5.75	%		7.83	%		8/27/2025		106,319		104,048		104,601		0.50
Jones Deslauriers Insurance Management, Inc. (5)(6)(10)		C + 4.25	%		6.45	%		3/28/2028	C$	96,914		76,178		70,369		0.34
NFP Corp. (8)		L + 3.25	%		4.92	%		2/15/2027		41,543		41,071		38,511		0.18
PGIS Intermediate Holdings, LLC (4)(5)(7)(10)		L + 5.50	%		7.50	%		10/14/2028		75,914		74,391		74,269		0.35
RSC Acquisition, Inc. (4)(5)(6)(7)(10)		L + 5.50	%		7.70	%		10/30/2026		36,126		34,955		34,378		0.16
SG Acquisition, Inc. (4)(9)		L + 5.00	%		7.25	%		1/27/2027		142,772		142,283		142,772		0.68
Tennessee Bidco Limited (4)(5)(6)(7)(8)		S + 7.00	%		8.47	%		8/3/2028	£	97,320		123,732		114,461		0.55
Tennessee Bidco Limited (4)(5)(6)(8)		L + 7.00	%		7.53	%		8/3/2028		197,072		192,282		198,058		0.94
												1,942,525		1,898,748		9.05
Interactive Media & Services
Ancestry.com Operations, Inc (9)		L + 3.25	%		4.92	%		12/6/2027		9,279		9,224		8,490		0.04
Bungie, Inc. (4)(11)		L + 6.25	%		7.82	%		8/28/2024		2,500		2,500		2,525		0.01
Cengage Learning, Inc. (11)		L + 4.75	%		5.75	%		7/14/2026		18,858		18,699		17,066		0.08
MH Sub I, LLC (11)		L + 3.75	%		5.42	%		9/13/2024		72,857		72,611		68,798		0.33
Project Boost Purchaser, LLC (8)		L + 3.50	%		5.17	%		6/1/2026		8,446		8,436		7,873		0.04
Project Boost Purchaser, LLC (9)		L + 3.50	%		5.17	%		5/2/2029		25,388		25,192		23,643		0.11
Red Planet Borrower, LLC (9)		L + 3.75	%		5.42	%		10/2/2028		41,377		41,045		36,645		0.17
SurveyMonkey, Inc. (4)(6)(8)		L + 3.75	%		5.42	%		10/10/2025		5,992		5,988		5,812		0.03
UFC Holdings, LLC (10)		L + 2.75	%		3.50	%		4/29/2026		9,973		9,717		9,320		0.04
Warner Music Group Corp (6)(8)		3.00	%		3.00	%		2/15/2031		3,000		2,513		2,332		0.01
William Morris Endeavor Entertainment, LLC (8)		L + 2.75	%		4.42	%		5/18/2025		5,997		5,792		5,664		0.03
												201,716		188,167		0.90

20

Blackstone Private Credit Fund

Consolidated Schedule of Investments

June 30, 2022

(in thousands)

(Unaudited)

Investments (1)	Reference Rate and Spread			Interest Rate (2)(14)			Maturity Date		Par Amount/ Units		Cost (3)		Fair Value		Percentage of Net Assets
First Lien Debt (continued)
Internet & Direct Marketing Retail
Donuts, Inc. (4)(11)		SOFR + 6.00	%		7.45	%		12/29/2026		237,304		235,569		237,304		1.13
Donuts, Inc. (4)(7)(11)		SOFR + 6.00	%		7.45	%		12/29/2027		277,606		277,606		277,606		1.32
Hoya Midco, LLC (6)(9)		SOFR + 3.25	%		3.69	%		2/3/2029		9,975		9,926		9,701		0.05
Prodege International Holdings, LLC (4)(7)(10)		L + 5.75	%		7.58	%		12/15/2027		545,007		534,865		533,497		2.54
Shutterfly, LLC (10)		SOFR + 5.00	%		7.25	%		9/25/2026		158,295		156,871		128,694		0.61
Wireless Vision, LLC (4)(11)		L + 5.50	%		7.75	%		12/30/2025		20,896		20,896		20,896		0.10
												1,235,732		1,207,698		5.76
IT Services
Ahead DB Holdings, LLC (5)(10)		L + 3.75	%		6.01	%		10/18/2027		2,583		2,595		2,437		0.01
AI Altius Bidco, Inc. (4)(5)(7)(10)		L + 5.50	%		8.28	%		12/13/2028		144,577		141,583		141,338		0.67
AI Altius Bidco, Inc. (4)(5)(8)		9.75 PIK	%		9.75	%		12/21/2029		22,256		21,668		21,588		0.10
BCP V Everise Acquisition, LLC (4)(10)		SOFR + 6.50	%		7.25	%		5/3/2027		75,000		73,183		73,125		0.35
ConvergeOne Holdings, Inc. (8)		L + 5.00	%		6.67	%		1/4/2026		31,601		30,895		27,177		0.13
Dcert Buyer, Inc. (8)		L + 4.00	%		5.67	%		10/16/2026		33,088		33,132		31,717		0.15
Endurance International Group Holdings, Inc. (10)		L + 3.50	%		4.62	%		2/10/2028		48,939		48,479		44,127		0.21
Ensono Holdings, LLC (10)		L + 4.00	%		5.67	%		5/19/2028		45,827		45,693		42,626		0.20
Infostretch Corporation (4)(7)(10)		SOFR + 5.75	%		6.55	%		4/1/2028		183,000		179,492		178,938		0.85
Inovalon Holdings, Inc. (4)(7)(10)		L + 6.25	%		7.22	%		11/24/2028		946,958		924,525		936,244		4.46
Park Place Technologies, LLC (11)		L + 5.00	%		6.63	%		11/10/2027		42,148		41,336		40,638		0.19
Rackspace Technology Global (10)		L + 2.75	%		3.50	%		2/15/2028		5,000		4,787		4,572		0.02
Razor Holdco, LLC (4)(10)		L + 5.75	%		6.81	%		10/25/2027		190,244		186,872		186,439		0.89
Red River Technology, LLC (4)(7)(11)		L + 6.00	%		7.67	%		5/26/2027		150,066		147,920		141,812		0.68
Sabre GLBL, Inc. (6)(9)		L + 3.50	%		5.17	%		12/17/2027		48,513		48,041		45,537		0.22
TierPoint, LLC (10)		L + 3.75	%		5.42	%		5/6/2026		19,663		19,568		18,434		0.09
Turing Holdco, Inc. (4)(5)(6)(7)(8)		E + 6.00	%		6.00	%		8/3/2028	€	22,569		25,793		24,720		0.12
Turing Holdco, Inc. (4)(5)(6)(8)		L + 6.00	%		7.04	%		8/3/2028		12,655		12,316		12,466		0.06
Virtusa Corp. (10)		L + 3.75	%		5.42	%		2/11/2028		46,317		46,096		43,922		0.21
												2,033,974		2,017,857		9.62

21

Blackstone Private Credit Fund

Consolidated Schedule of Investments

June 30, 2022

(in thousands)

(Unaudited)

Investments (1)	Reference Rate and Spread			Interest Rate (2)(14)			Maturity Date		Par Amount/ Units		Cost (3)		Fair Value		Percentage of Net Assets
First Lien Debt (continued)
Leisure Products
Lew’s Intermediate Holdings, LLC (4)(10)		SOFR + 5.00	%		6.40	%		1/26/2028		31,045		30,823		29,337		0.14
Lucky Bucks, LLC (10)		L + 5.50	%		6.25	%		7/21/2027		56,537		55,565		52,014		0.25
Motion Finco, LLC (6)(8)		L + 3.25	%		5.50	%		11/12/2026		22,384		21,676		20,742		0.10
Recess Holdings, Inc. (11)		L + 3.75	%		4.99	%		9/30/2024		19,325		19,306		18,624		0.09
												127,370		120,718		0.58
Life Sciences Tools & Services
Cambrex Corp. (10)		SOFR + 3.50	%		4.53	%		12/4/2026		26,691		26,646		25,390		0.12
Curia Global, Inc. (10)		L + 3.75	%		4.99	%		8/30/2026		45,156		45,158		42,748		0.20
LSCS Holdings, Inc. (9)		L + 4.50	%		6.73	%		12/16/2028		18,163		18,075		17,346		0.08
Maravai Intermediate Holdings, LLC (4)(6)(9)		SOFR + 3.00	%		3.85	%		10/19/2027		1,973		1,993		1,880		0.01
Packaging Coordinators Midco, Inc. (10)		L + 3.75	%		6.00	%		11/30/2027		13,675		13,643		12,965		0.06
												105,516		100,328		0.48
Machinery
Apex Tool Group, LLC (9)		L + 5.25	%		6.53	%		2/8/2029		14,831		14,765		13,106		0.06
ASP Blade Holdings, Inc. (9)		L + 4.00	%		5.67	%		10/13/2028		4,976		4,954		4,396		0.02
MHE Intermediate Holdings, LLC (4)(5)(7)(11)		L + 5.75	%		7.04	%		7/21/2027		10,768		10,564		10,532		0.05
Phoenix Services Merger Sub, LLC (11)		L + 3.75	%		5.42	%		3/1/2025		5,907		5,890		4,490		0.02
Pro Mach Group, Inc. (7)(11)		L + 4.00	%		5.67	%		8/31/2028		26,315		26,242		24,827		0.12
Titan Acquisition Ltd. (6)(8)		L + 3.00	%		5.88	%		3/28/2025		23,184		22,599		21,334		0.10
												85,014		78,685		0.38
Marine
Armada Parent, Inc. (4)(7)(10)		L + 5.75	%		6.99	%		10/29/2027		224,338		219,673		219,086		1.04
Media
Altice Financing S.A. (5)(6)(8)		5.75	%		5.75	%		8/15/2029		3,994		3,537		3,217		0.02
Clear Channel Outdoor Holdings, Inc. (6)(8)		L + 3.50	%		4.74	%		8/21/2026		33,867		33,005		29,270		0.14
Digital Media Solutions, LLC (6)(10)		L + 5.00	%		7.25	%		5/24/2026		29,668		29,087		27,146		0.13
iHeartCommunications, Inc. (6)(8)		4.75	%		4.75	%		1/15/2028		2,000		1,737		1,651		0.01
McGraw-Hill Education, Inc. (9)		L + 4.75	%		5.55	%		7/28/2028		28,646		28,391		26,020		0.12
Radiate Holdco, LLC (10)		L + 3.25	%		4.92	%		9/25/2026		50,714		50,576		47,282		0.23
Radiate Holdco, LLC (8)		4.50	%		4.50	%		9/15/2026		3,000		2,726		2,591		0.01
Terrier Media Buyer, Inc. (8)		L + 3.50	%		5.17	%		12/17/2026		4,676		4,677		4,322		0.02

22

Blackstone Private Credit Fund

Consolidated Schedule of Investments

June 30, 2022

(in thousands)

(Unaudited)

Investments (1)	Reference Rate and Spread			Interest Rate (2)(14)			Maturity Date		Par Amount/ Units		Cost (3)		Fair Value		Percentage of Net Assets
First Lien Debt (continued)
Media (continued)
Univision Communications, Inc. (10)		L + 3.25	%		4.92	%		3/15/2026		36,535		36,282		34,586		0.16
Univision Communications, Inc. (11)		L + 2.75	%		4.42	%		3/15/2024		1,213		1,218		1,196		0.01
Univision Communications, Inc. (8)		4.50	%		4.50	%		5/1/2029		3,000		2,661		2,520		0.01
Univision Communications, Inc. (9)		SOFR + 4.25	%		4.75	%		6/8/2029		1,364		1,323		1,303		0.01
Virgin Media (6)(8)		4.25	%		4.25	%		1/31/2031		2,000		1,658		1,613		0.01
VZ Secured Financing BV (6)(8)		5.00	%		5.00	%		1/15/2032		1,650		1,399		1,373		0.01
												198,277		184,090		0.88
Metals & Mining
American Rock Salt Company, LLC (10)		L + 4.00	%		5.67	%		6/4/2028		30,709		30,689		27,869		0.13
SCIH Salt Holdings, Inc. (10)		L + 4.00	%		4.75	%		3/16/2027		45,392		45,114		40,682		0.19
												75,802		68,551		0.33
Oil, Gas & Consumable Fuels
CQP Holdco, LP (9)		L + 3.75	%		6.00	%		6/5/2028		33,332		33,308		31,415		0.15
Eagle Midstream Canada Finance, Inc. (4)(6)(13)		L + 6.25	%		7.82	%		11/26/2024		36,013		35,664		36,013		0.17
Freeport LNG Investments, LLLP (9)		L + 3.50	%		4.56	%		12/21/2028		55,901		55,697		48,633		0.23
Lucid Energy Group II Borrower, LLC (10)		L + 4.25	%		5.87	%		11/24/2028		12,414		12,295		12,288		0.06
												136,964		128,350		0.61
Paper & Forest Products
Profile Products, LLC (4)(7)(10)		L + 5.50	%		6.91	%		11/12/2027		119,431		116,836		116,530		0.56
Personal Products
Sunshine Cadence Holdco, LLC (10)		L + 3.75	%		6.00	%		3/23/2027		39,797		36,728		36,216		0.17
Pharmaceuticals
ANI Pharmaceuticals, Inc. (6)(10)		L + 6.00	%		7.67	%		4/27/2028		38,486		37,812		36,995		0.18
Jazz Pharmaceuticals, Inc. (6)(9)		L + 3.50	%		5.17	%		4/21/2028		6,955		6,932		6,653		0.03
Padagis, LLC (6)(9)		L + 4.75	%		5.72	%		7/6/2028		29,371		29,328		27,095		0.13
Rhea Parent, Inc. (4)(5)(10)		SOFR + 5.75	%		6.50	%		2/18/2029		206,500		202,585		202,370		0.97
Sharp Midco, LLC (4)(9)		L + 4.00	%		6.25	%		12/14/2028		5,309		5,297		4,991		0.02
												281,953		278,103		1.33
Professional Services
ALKU, LLC (4)(10)		L + 5.25	%		7.45	%		3/1/2028		163,412		162,073		163,003		0.78
ALKU, LLC (4)(10)		SOFR + 5.00	%		5.75	%		3/1/2028		79,003		78,168		78,213		0.37
APFS Staffing Holdings, Inc. (9)		SOFR + 4.00	%		5.53	%		12/29/2028		7,285		7,267		7,012		0.03

23

Blackstone Private Credit Fund

Consolidated Schedule of Investments

June 30, 2022

(in thousands)

(Unaudited)

Investments (1)	Reference Rate and Spread			Interest Rate (2)(14)			Maturity Date		Par Amount/ Units		Cost (3)		Fair Value		Percentage of Net Assets
First Lien Debt (continued)
Professional Services (continued)
Aqgen Island Holdings, Inc. (9)		L + 3.50	%		5.81	%		8/2/2028		68,733		68,388		64,265		0.31
Armor Holdco, Inc. (6)(9)		L + 4.50	%		6.75	%		12/11/2028		3,618		3,585		3,446		0.02
BMC Acquisition, Inc. (11)		L + 5.25	%		7.08	%		12/28/2024		4,717		4,706		4,493		0.02
BPPH2 Limited (4)(5)(6)(8)		S + 6.87	%		7.81	%		3/2/2028	£	40,700		55,087		49,803		0.24
Camelot US Acquisition, LLC (6)(11)		L + 3.00	%		4.67	%		10/30/2026		37,305		37,033		35,269		0.17
Cast & Crew Payroll, LLC (8)		L + 3.50	%		5.17	%		2/9/2026		19,436		19,450		18,506		0.09
Cast & Crew Payroll, LLC (9)		SOFR + 3.75	%		5.28	%		12/29/2028		13,982		13,945		13,317		0.06
CFGI Holdings, LLC (4)(7)(10)		P + 5.25	%		6.67	%		11/1/2027		145,199		142,057		143,846		0.69
Chronicle Bidco, Inc. (4)(7)(10)		L + 6.00	%		7.44	%		11/14/2025		2,958		2,460		1,957		0.01
Claims Automation Intermediate 2, LLC (4)(7)(10)		L + 4.75	%		5.63	%		12/16/2027		45,833		44,375		44,231		0.21
Clearview Buyer, Inc. (4)(5)(7)(10)		L + 5.25	%		6.26	%		8/26/2027		151,250		148,224		147,733		0.70
CoreLogic, Inc. (9)		L + 3.50	%		5.19	%		6/2/2028		41,346		41,059		34,648		0.17
Deerfield Dakota Holding, LLC (11)		SOFR + 3.75	%		5.28	%		4/9/2027		101,924		101,399		95,714		0.46
Eliassen Group, LLC (4)(7)(10)		SOFR + 5.75	%		7.80	%		4/14/2028		63,981		63,325		62,804		0.30
Emerald US, Inc. (6)(8)		L + 3.50	%		5.17	%		7/12/2028		3,919		3,915		3,756		0.02
Galaxy US Opco, Inc. (6)(9)		SOFR + 4.75	%		6.28	%		4/29/2029		12,326		12,024		11,601		0.06
Guidehouse, Inc. (4)(5)(10)		L + 5.50	%		7.17	%		10/16/2028		1,199,794		1,189,011		1,187,796		5.66
HIG Orca Acquisition Holdings, Inc. (4)(5)(7)(11)		L + 6.00	%		7.10	%		8/17/2027		101,292		99,519		100,583		0.48
IG Investments Holdings, LLC (4)(5)(7)(10)		L + 6.00	%		8.25	%		9/22/2028		600,062		588,959		596,899		2.85
Inmar, Inc. (11)		L + 4.00	%		5.67	%		5/1/2024		44,327		44,068		41,806		0.20
Kaufman Hall & Associates, LLC (4)(7)(10)		L + 5.25	%		6.92	%		12/14/2028		78,000		76,378		76,632		0.37
Kwor Acquisition, Inc. (4)(7)(10)		L + 5.25	%		6.26	%		12/22/2028		95,351		93,817		94,178		0.45
Legacy Intermediate, LLC (4)(5)(7)(10)		SOFR + 5.75	%		7.24	%		2/25/2028		93,600		91,334		91,196		0.43
Material Holdings, LLC (4)(5)(7)(10)		L + 5.75	%		8.00	%		8/19/2027		248,699		244,268		243,521		1.16
Minotaur Acquisition, Inc. (8)		SOFR + 4.75	%		6.38	%		3/27/2026		301,240		292,529		285,927		1.36

24

Blackstone Private Credit Fund

Consolidated Schedule of Investments

June 30, 2022

(in thousands)

(Unaudited)

Investments (1)	Reference Rate and Spread			Interest Rate (2)(14)			Maturity Date		Par Amount/ Units		Cost (3)		Fair Value		Percentage of Net Assets
First Lien Debt (continued)
Professional Services (continued)
National Intergovernmental Purchasing Alliance Co. (8)		L + 3.50	%		5.75	%		5/23/2025		19,938		19,864		19,016		0.09
Polyconcept Investments B.V. (10)		SOFR + 5.50	%		6.25	%		5/18/2029		45,000		44,111		42,610		0.20
Sherlock Buyer Corp. (4)(7)(10)		L + 5.75	%		6.74	%		12/8/2028		34,465		33,648		33,575		0.16
The Dun & Bradstreet Corporation (8)		L + 3.25	%		4.87	%		2/6/2026		6,795		6,623		6,430		0.03
Thevelia US, LLC (5)(6)(9)		L + 4.00	%		4.50	%		2/9/2029		34,639		34,293		32,388		0.15
Trans Union, LLC (8)		L + 1.75	%		3.42	%		11/16/2026		1,795		1,722		1,699		0.01
Trans Union, LLC (9)		L + 2.25	%		3.92	%		12/1/2028		7,030		7,014		6,720		0.03
Trinity Air Consultants Holdings Corp. (4)(7)(10)		L + 5.25	%		7.08	%		6/29/2027		162,320		159,237		160,368		0.76
Trinity Partners Holdings, LLC (4)(7)(10)		L + 5.75	%		8.00	%		12/21/2028		367,021		359,224		358,591		1.71
Victors CCC Buyer, LLC (4)(6)(7)(10)		SOFR + 5.75	%		7.75	%		6/1/2029		150,651		146,860		146,816		0.70
VT Topco, Inc. (7)(10)		L + 3.75	%		5.97	%		8/1/2025		977		976		920		0.00
VT Topco, Inc. (10)		L + 3.75	%		5.42	%		8/1/2025		26,593		26,502		25,895		0.12
West Monroe Partners, LLC (4)(7)(10)		L + 5.50	%		6.75	%		11/8/2028		747,734		733,072		732,779		3.49
												5,301,568		5,269,960		25.13
Real Estate Management & Development
Cumming Group, Inc. (4)(7)(11)		L + 5.75	%		6.76	%		5/26/2027		160,991		158,191		158,905		0.76
McCarthy & Stone PLC (4)(5)(6)(8)		7.00	%		7.00	%		12/16/2025	£	20,000		28,018		23,056		0.11
Progress Residential PM Holdings, LLC (4)(7)(10)		L + 6.25	%		7.31	%		2/16/2028		70,324		68,883		70,324		0.34
												255,092		252,285		1.20
Road & Rail
Gruden Acquisition, Inc. (4)(5)(7)(11)		L + 5.25	%		6.26	%		7/1/2028		82,671		80,705		81,453		0.39
Software
2U, Inc. (6)(10)		L + 5.75	%		8.00	%		11/30/2024		75,784		74,916		73,069		0.35
Anaplan, Inc. (4)(6)(7)(10)		SOFR + 6.50	%		8.01	%		6/21/2029		596,043		583,109		583,058		2.78
Apex Group Treasury, LLC (6)(9)		L + 3.75	%		6.00	%		7/27/2028		28,292		28,286		26,877		0.13
Apttus Corp. (10)		L + 4.25	%		5.62	%		4/27/2028		15,394		15,369		14,470		0.07
Armstrong Bidco Limited (4)(6)(7)(8)		S + 5.75	%		5.75	%		6/28/2029	£	314,735		373,882		373,847		1.78
AxiomSL Group, Inc. (4)(7)(11)		L + 6.00	%		7.67	%		12/3/2027		78,616		77,135		76,929		0.37

25

Blackstone Private Credit Fund

Consolidated Schedule of Investments

June 30, 2022

(in thousands)

(Unaudited)

Investments (1)	Reference Rate and Spread			Interest Rate (2)(14)			Maturity Date		Par Amount/ Units		Cost (3)		Fair Value		Percentage of Net Assets
First Lien Debt (continued)
Software (continued)
Barracuda Networks, Inc. (9)		L + 4.50	%		5.00	%		5/17/2029		100,000		97,000		96,125		0.46
Boxer Parent Company, Inc. (8)		L + 3.75	%		5.42	%		10/2/2025		64,086		63,872		59,867		0.29
Brave Parent Holdings, Inc. (8)		L + 4.00	%		5.67	%		4/18/2025		10,829		10,861		10,439		0.05
Byjus Alpha, Inc. (6)(10)		L + 5.50	%		7.01	%		11/5/2026		93,701		91,139		80,114		0.38
CDK Global, Inc. (9)		L + 4.75	%		5.25	%		6/8/2029		16,805		16,301		15,931		0.08
Cloudera, Inc. (9)		L + 3.75	%		5.42	%		8/9/2028		60,988		59,955		56,312		0.27
Community Brands ParentCo, LLC (4)(5)(7)(10)		SOFR + 5.75	%		7.38	%		2/24/2028		91,645		89,698		89,578		0.43
Confine Visual Bidco (4)(6)(7)(10)		SOFR + 5.75	%		7.19	%		2/23/2029		252,786		244,666		244,369		1.17
Connatix Buyer, Inc. (4)(5)(7)(10)		L + 5.50	%		6.91	%		7/14/2027		112,587		110,149		111,938		0.53
ConnectWise, LLC (9)		L + 3.50	%		5.75	%		9/29/2028		32,338		32,215		29,696		0.14
Cornerstone OnDemand, Inc. (9)		L + 3.75	%		5.42	%		10/16/2028		29,761		29,655		26,711		0.13
Delta Topco, Inc. (10)		L + 3.75	%		5.84	%		12/1/2027		35,242		35,203		32,005		0.15
Diligent Corporation (4)(11)		L + 5.75	%		8.63	%		8/4/2025		89,000		88,113		88,333		0.42
Discovery Education, Inc. (4)(7)(10)		SOFR + 5.75	%		7.90	%		4/9/2029		473,333		463,165		462,816		2.21
DTI Holdco, Inc. (7)(10)		SOFR + 4.75	%		6.28	%		4/26/2029		52,800		51,345		48,823		0.23
ECI Macola Max Holding, LLC (6)(10)		L + 3.75	%		6.00	%		11/9/2027		29,859		29,916		28,236		0.13
EP Purchaser, LLC (9)		L + 3.50	%		5.75	%		11/6/2028		19,781		19,700		18,875		0.09
Epicor Software Corp. (10)		L + 3.25	%		4.92	%		7/30/2027		43,844		43,736		41,502		0.20
Episerver, Inc. (4)(5)(7)(11)		L + 5.25	%		7.50	%		4/9/2026		18,000		17,745		17,728		0.08
Episerver, Inc. (4)(11)		L + 5.25	%		7.50	%		4/9/2026		7,228		7,066		7,010		0.03
Experity, Inc. (4)(5)(7)(10)		L + 5.75	%		6.50	%		2/24/2028		135,829		133,163		132,844		0.63
Flexera Software, LLC (10)		L + 3.75	%		5.37	%		3/3/2028		28,177		28,103		26,775		0.13
GI Consilio Parent, LLC (9)		L + 4.00	%		5.67	%		4/30/2028		47,712		46,766		43,126		0.21
Gigamon Inc. (4)(7)(10)		SOFR + 5.75	%		6.78	%		3/11/2029		443,055		434,338		423,130		2.02
GovernmentJobs.com, Inc. (4)(7)(10)		L + 5.50	%		7.17	%		12/1/2028		145,617		142,152		141,684		0.68
GraphPAD Software, LLC (4)(7)(11)		L + 5.50	%		7.17	%		4/27/2027		35,668		35,185		35,183		0.17
Greeneden U.S. Holdings II, LLC (10)		L + 4.00	%		5.67	%		12/1/2027		41,521		41,641		39,819		0.19
HS Purchaser, LLC (10)		L + 4.00	%		5.63	%		11/19/2026		52,705		52,669		49,556		0.24
Hyland Software, Inc. (10)		L + 3.50	%		5.17	%		7/1/2024		30,157		30,173		29,182		0.14
Idera, Inc. (10)		L + 3.75	%		4.82	%		3/2/2028		58,165		58,015		53,821		0.26
Imperva, Inc. (11)		L + 4.00	%		5.40	%		1/12/2026		19,247		19,322		17,380		0.08
ION Trading Finance Ltd. (6)(8)		L + 4.75	%		7.00	%		4/3/2028		28,167		28,192		26,064		0.12
Ivanti Software, Inc. (10)		L + 4.25	%		5.85	%		12/1/2027		43,427		43,117		37,494		0.18

26

Blackstone Private Credit Fund

Consolidated Schedule of Investments

June 30, 2022

(in thousands)

(Unaudited)

Investments (1)	Reference Rate and Spread			Interest Rate (2)(14)			Maturity Date		Par Amount/ Units		Cost (3)		Fair Value		Percentage of Net Assets
First Lien Debt (continued)
Software (continued)
Kaseya, Inc. (4)(7)(10)		SOFR + 5.75	%		8.29	%		6/25/2029		733,231		716,996		717,147		3.42
LD Lower Holdings, Inc. (4)(7)(11)		L + 6.50	%		8.75	%		2/8/2026		118,377		116,626		118,377		0.56
Lightbox Intermediate, LP (4)(8)		L + 5.00	%		7.25	%		5/9/2026		38,000		37,069		37,050		0.18
MA FinanceCom, LLC (6)(11)		L + 4.25	%		5.92	%		6/5/2025		4,513		4,562		4,141		0.02
Magnesium BorrowerCo, Inc. (4)(6)(10)		S + 5.75	%		6.94	%		5/18/2029		103,411		126,369		123,151		0.59
Magnesium BorrowerCo, Inc. (4)(6)(7)(10)		SOFR + 5.75	%		7.36	%		5/18/2029	£	970,174		946,544		946,140		4.51
Mandolin Technology Intermediate Holdings, Inc. (4)(5)(7)(9)		L + 3.75	%		4.99	%		7/6/2028		80,338		79,233		79,062		0.38
Medallia, Inc. (4)(10)		L + 6.75 PIK	%		8.42	%		10/29/2028		768,229		754,317		752,865		3.59
Mitnick Purchaser, Inc. (9)		SOFR + 4.75	%		5.82	%		5/2/2029		16,333		16,253		15,558		0.07
Mitratech Holdings, Inc. (4)(5)(10)		L + 3.75	%		4.99	%		5/18/2028		16,915		16,844		15,942		0.08
Monk Holding Co. (4)(7)(10)		L + 5.75	%		7.75	%		12/1/2027		92,037		89,508		89,307		0.43
MRI Software, LLC (4)(5)(7)(11)		L + 5.50	%		7.75	%		2/10/2026		20,948		20,842		20,033		0.10
Neogames Connect SARL (4)(6)(8)		E + 6.25	%		6.25	%		5/30/2028		100,400		101,542		102,067		0.49
Nintex Topco Limited (4)(6)(10)		L + 5.75	%		6.50	%		11/13/2028	€	686,605		674,091		666,007		3.18
NortonLifeLock, Inc. (6)(9)		SOFR + 2.00	%		2.50	%		1/27/2029		31,714		31,556		30,152		0.14
Onex AP Merger Sub, LLC (4)(7)(10)		SOFR + 5.75	%		6.83	%		4/4/2028		21,739		21,259		21,239		0.10
Paya Holdings III, LLC (4)(5)(6)(7)(10)		L + 3.25	%		4.92	%		6/16/2028		9,429		9,281		8,811		0.04
Perforce Software, Inc. (8)		L + 3.75	%		5.42	%		7/1/2026		38,644		38,424		35,736		0.17
Project Alpha Intermediate Holding, Inc. (8)		L + 4.00	%		5.67	%		4/26/2024		48,534		48,599		46,821		0.22
Project Boost Purchaser, LLC (4)(7)(10)		SOFR + 5.75	%		6.90	%		5/2/2029		44,412		43,879		43,866		0.21
Project Leopard Holdings, Inc. (11)		L + 4.50	%		6.17	%		7/7/2024		25,657		25,701		25,544		0.12
Project Leopard Holdings, Inc. (9)		L + 5.25	%		5.75	%		6/16/2028		150,000		141,336		138,750		0.66
Proofpoint, Inc. (5)(9)		L + 3.25	%		4.82	%		8/31/2028		12,947		12,727		12,067		0.06
Quest Software US Holdings, Inc. (6)(9)		SOFR + 4.25	%		5.42	%		2/1/2029		27,951		27,705		24,955		0.12
RealPage, Inc. (9)		L + 3.00	%		4.67	%		4/24/2028		36,882		36,619		34,193		0.16

27

Blackstone Private Credit Fund

Consolidated Schedule of Investments

June 30, 2022

(in thousands)

(Unaudited)

Investments (1)	Reference Rate and Spread			Interest Rate (2)(14)			Maturity Date		Par Amount/ Units		Cost (3)		Fair Value		Percentage of Net Assets
First Lien Debt (continued)
Software (continued)
Relativity ODA, LLC (4)(7)(11)		L + 8.15 PIK	%		9.15	%		5/12/2027		45,717		44,767		44,958		0.21
Rocket Software, Inc. (9)		L + 4.25	%		5.92	%		11/28/2025		59,568		59,317		55,520		0.26
S2P Acquisition Borrower, Inc. (6)(8)		L + 3.75	%		5.42	%		8/14/2026		20,385		20,416		19,509		0.09
Sophia, LP (9)		L + 3.25	%		5.50	%		10/7/2027		26,915		26,676		25,182		0.12
Sovos Compliance, LLC (7)(9)		L + 4.50	%		6.17	%		7/29/2028		36,120		36,112		34,122		0.16
Spitfire Parent, Inc. (4)(5)(11)		E + 5.50	%		6.50	%		3/11/2027	€	19,305		22,960		19,981		0.10
Spitfire Parent, Inc. (4)(7)(11)		L + 5.50	%		7.00	%		3/11/2027		106,051		104,213		104,852		0.50
SS&C Technologies, Inc. (6)(9)		SOFR + 2.25	%		3.88	%		3/22/2029		1,321		1,288		1,263		0.01
Stamps.com, Inc. (4)(10)		L + 5.75	%		6.87	%		10/5/2028		858,560		843,171		849,975		4.05
Stamps.com, Inc. (4)(10)		L + 5.75	%		6.87	%		10/5/2028		10,123		9,937		10,022		0.05
Surf Holdings, LLC (6)(8)		SOFR + 3.50	%		5.42	%		3/5/2027		43,778		43,648		41,260		0.20
Sybil Software, LLC (6)(8)		L + 1.75	%		4.00	%		3/22/2028		6,218		6,179		6,099		0.03
Symphony Technology Group (5)(6)(10)		L + 4.75	%		5.98	%		7/27/2028		70,015		69,397		63,139		0.30
Symphony Technology Group (6)(9)		L + 4.00	%		5.15	%		3/1/2029		33,936		33,637		30,995		0.15
Tegra118 Wealth Solutions, Inc. (8)		L + 4.00	%		5.46	%		2/18/2027		3,945		3,962		3,752		0.02
The NPD Group L.P. (4)(7)(10)		L + 6.00	%		7.57	%		11/9/2028		692,999		677,646		685,544		3.27
The Ultimate Software Group, Inc. (9)		L + 3.25	%		4.21	%		5/4/2026		57,555		57,128		54,091		0.26
Triple Lift, Inc. (4)(7)(10)		SOFR + 5.75	%		6.58	%		5/6/2028		121,748		119,502		120,354		0.57
Veritas US, Inc. (6)(11)		L + 5.00	%		7.25	%		9/1/2025		20,503		20,577		16,932		0.08
Virgin Pulse, Inc. (10)		L + 4.00	%		5.67	%		4/6/2028		42,234		41,885		36,268		0.17
Vision Solutions, Inc. (10)		L + 4.00	%		5.18	%		3/4/2028		48,509		48,378		44,094		0.21
												10,275,708		10,147,605		48.39
Specialty Retail
CustomInk, LLC (4)(11)		L + 6.18	%		7.18	%		5/3/2026		36,866		36,306		36,405		0.17
EG America, LLC (6)(9)		L + 4.25	%		6.50	%		3/10/2026		22,922		22,751		21,776		0.10
EG Dutch Finco BV (6)(8)		L + 4.00	%		6.25	%		2/7/2025		35,415		35,172		33,379		0.16
Petco Health & Wellness Co, Inc. (10)		L + 3.25	%		5.50	%		2/24/2028		4,882		4,872		4,614		0.02
PetSmart, Inc. (5)(10)		L + 3.75	%		4.50	%		2/11/2028		3,270		3,244		3,088		0.01
Runner Buyer, Inc. (10)		L + 5.50	%		7.07	%		10/20/2028		77,800		76,310		60,879		0.29
												178,655		160,140		0.76
Technology Hardware, Storage & Peripherals
Lytx, Inc. (4)(11)		L + 6.75	%		8.42	%		2/28/2026		46,128		46,207		44,629		0.21

28

Blackstone Private Credit Fund

Consolidated Schedule of Investments

June 30, 2022

(in thousands)

(Unaudited)

Investments (1)	Reference Rate and Spread			Interest Rate (2)(14)			Maturity Date		Par Amount/ Units		Cost (3)		Fair Value		Percentage of Net Assets
First Lien Debt (continued)
Textiles, Apparel & Luxury Goods
Mad Engine Global, LLC (11)		L + 7.00	%		9.88	%		6/30/2027		26,494		25,930		24,904		0.12
S&S Holdings, LLC (9)		L + 5.00	%		6.74	%		3/4/2028		6,462		6,340		6,079		0.03
												32,270		30,984		0.15
Trading Companies & Distributors
Foundation Building Materials, Inc. (9)		L + 3.25	%		4.49	%		2/3/2028		34,403		33,893		30,275		0.14
Icebox Holdco III, Inc. (7)(9)		L + 3.75	%		6.00	%		12/22/2028		20,043		19,852		18,651		0.09
LBM Acquisition, LLC (10)		L + 3.75	%		5.42	%		12/17/2027		55,677		55,329		45,908		0.22
Park River Holdings, Inc. (10)		L + 3.25	%		4.22	%		12/28/2027		69,407		68,296		57,261		0.27
Porcelain Acquisition Corp. (4)(7)(11)		L + 5.75	%		8.00	%		4/30/2027		83,374		80,896		82,377		0.39
Specialty Building Products Holdings, LLC (9)		L + 3.75	%		5.35	%		10/15/2028		30,250		30,183		26,847		0.13
SRS Distribution, Inc. (8)		4.63	%		4.63	%		7/1/2028		500		450		438		0.00
SRS Distribution, Inc. (9)		SOFR + 3.50	%		4.02	%		6/4/2028		67,006		66,664		62,002		0.30
The Cook & Boardman Group, LLC (11)		SOFR + 5.75	%		6.97	%		10/17/2025		78,935		76,850		75,777		0.36
												432,415		399,536		1.91
Transportation Infrastructure
AIT Worldwide Logistics Holdings, Inc. (10)		L + 4.75	%		5.72	%		3/31/2028		51,695		50,986		47,086		0.22
Capstone Logistics, LLC (4)(11)		L + 4.75	%		6.42	%		11/12/2027		22,345		22,412		22,178		0.11
Enstructure LLC (4)(7)(11)		SOFR + 5.75	%		7.35	%		5/25/2029		79,972		77,744		77,961		0.37
First Student Bidco, Inc. (9)		L + 3.00	%		5.23	%		7/21/2028		13,720		13,632		12,288		0.06
Frontline Road Safety, LLC (4)(7)(10)		L + 5.75	%		6.68	%		5/3/2027		171,618		168,726		165,182		0.79
Helix TS, LLC (4)(7)(10)		L + 5.75	%		7.42	%		8/4/2027		119,031		116,982		116,723		0.56
Italian Motorway Holdings S.à.r.l (4)(6)(8)		E + 5.25	%		5.25	%		4/28/2029	€	236,429		242,297		237,258		1.13
Liquid Tech Solutions Holdings, LLC (4)(10)		L + 4.75	%		7.00	%		3/19/2028		19,239		19,158		18,662		0.09
Roadsafe Holdings, Inc. (4)(7)(11)		L + 5.75	%		7.76	%		10/19/2027		118,770		116,417		116,806		0.56
Safety Borrower Holdings LP (4)(5)(7)(11)		L + 5.25	%		7.50	%		9/1/2027		38,404		38,016		37,953		0.18

29

Blackstone Private Credit Fund

Consolidated Schedule of Investments

June 30, 2022

(in thousands)

(Unaudited)

Investments (1)	Reference Rate and Spread			Interest Rate (2)(14)			Maturity Date		Par Amount/ Units		Cost (3)		Fair Value		Percentage of Net Assets
First Lien Debt (continued)
Transportation Infrastructure (continued)
Sam Holding Co, Inc. (4)(7)(11)		L + 5.50	%		6.63	%		9/24/2027		165,268		161,856		162,882		0.78
TRP Infrastructure Services, LLC (4)(7)(11)		L + 5.50	%		7.17	%		7/9/2027		73,329		71,991		69,714		0.33
												1,100,217		1,084,693		5.17
Wireless Telecommunication Services
CCI Buyer, Inc. (10)		SOFR + 4.00	%		6.05	%		12/17/2027		59,740		59,338		54,662		0.26
Total First Lien Debt											$	42,760,066	$	42,028,355		200.41	%
Second Lien Debt
Aerospace & Defense
Atlas CC Acquisition Corp. (4)(5)(10)		L + 7.63	%		9.20	%		5/25/2029	$	44,520	$	43,944	$	43,630		0.21	%
Peraton Corp. (10)		L + 7.75	%		9.00	%		2/26/2029		53,508		52,844		50,030		0.24
												96,788		93,659		0.45
Air Freight & Logistics
The Kenan Advantage Group, Inc. (4)(10)		L + 7.25	%		8.92	%		9/1/2027		33,015		32,438		30,209		0.14
Wwex Uni Topco Holdings, LLC (10)		L + 7.00	%		9.25	%		7/26/2029		33,000		32,574		29,948		0.14
												65,011		60,156		0.29
Capital Markets
The Edelman Financial Engines Center, LLC (8)		L + 6.75	%		8.42	%		7/20/2026		14,000		13,891		12,898		0.06
Chemicals
Hexion Holdings Corp. (4)(9)		SOFR + 7.44	%		8.87	%		3/2/2030		65,000		63,274		57,525		0.27
NIC Acquisition Corp. (10)		L + 7.75	%		10.00	%		12/29/2028		31,500		31,111		28,114		0.13
Pearls Netherlands Bidco (4)(6)(9)		SOFR + 7.25	%		7.92	%		2/25/2030		42,453		41,334		41,285		0.20
												135,719		126,924		0.61
Commercial Services & Supplies
DG Investment Intermediate Holdings 2, Inc. (4)(10)		L + 6.75	%		8.42	%		3/18/2029		29,464		29,340		28,580		0.14
USIC Holdings, Inc. (5)(10)		L + 6.50	%		8.17	%		5/7/2029		8,594		8,541		8,186		0.04
												37,880		36,766		0.18
Construction & Engineering
COP Home Services TopCo IV, Inc. (4)(5)(11)		L + 8.75	%		10.42	%		12/31/2028		43,277		42,552		42,628		0.20
Thermostat Purchaser III, Inc. (4)(7)(10)		L + 7.25	%		8.82	%		8/24/2029		32,725		32,248		32,192		0.15
												74,799		74,820		0.36

30

Blackstone Private Credit Fund

Consolidated Schedule of Investments

June 30, 2022

(in thousands)

(Unaudited)

Investments (1)	Reference Rate and Spread			Interest Rate (2)(14)			Maturity Date		Par Amount/ Units		Cost (3)		Fair Value		Percentage of Net Assets
Second Lien Debt (continued)
Diversified Consumer Services
Pre-Paid Legal Services, Inc. (9)		L + 7.00	%		8.67	%		12/7/2029		25,000		24,765		24,000		0.11
Health Care Equipment & Supplies
Confluent Medical Technologies, Inc. (4)(5)(9)		SOFR + 6.50	%		7.03	%		2/16/2030		52,500		51,499		51,188		0.24
Health Care Providers & Services
Canadian Hospital Specialties Ltd. (4)(5)(6)(8)		8.50	%		8.50	%		4/15/2029	C$	15,800		12,445		11,956		0.06
CD&R Artemis UK Bidco Ltd. (4)(6)(7)(9)		L + 7.25	%		9.50	%		8/19/2029		25,000		21,908		22,189		0.11
CD&R Artemis UK Bidco Ltd. (4)(6)(8)		S + 7.25	%		9.13	%		8/19/2029	£	65,340		87,302		77,442		0.37
Jayhawk Buyer, LLC (4)(11)		L + 8.75	%		9.99	%		10/15/2027		29,372		28,885		29,151		0.14
												150,541		140,739		0.67
Health Care Technology
Imprivata, Inc. (4)(9)		SOFR + 6.25	%		7.78	%		12/1/2028		44,118		43,692		44,338		0.21
Hotels, Restaurants & Leisure
Mic Glen, LLC (9)		L + 6.75	%		8.42	%		7/30/2029		19,000		18,945		18,193		0.09
Industrial Conglomerates
Victory Buyer, LLC (4)(9)		L + 7.00	%		9.06	%		11/1/2029		62,524		61,933		61,273		0.29
Insurance
Jones Deslauriers Insurance Management, Inc. (5)(6)(9)		C + 7.50	%		9.31	%		3/26/2029	C$	32,694		25,468		23,797		0.11
IT Services
Dcert Buyer, Inc. (8)		L + 7.00	%		8.67	%		2/16/2029		60,975		61,175		57,011		0.27
Inovalon Holdings, Inc. (4)(5)(10)		L + 10.50 PIK	%		12.13	%		11/24/2033		87,378		85,023		87,378		0.42
												146,198		144,390		0.69
Life Sciences Tools & Services
Curia Global, Inc. (4)(10)		L + 6.50	%		7.25	%		8/31/2029		83,824		82,321		81,518		0.39
LSCS Holdings, Inc. (4)(9)		L + 8.00	%		10.25	%		11/30/2029		40,000		39,439		37,800		0.18
Phoenix Newco, Inc. (4)(6)(9)		L + 6.50	%		8.17	%		11/15/2029		90,000		88,286		85,950		0.41
												210,046		205,268		0.98
Media
Houghton Mifflin, LLC (4)(7)(9)		SOFR + 8.50	%		10.03	%		4/8/2030		80,500		78,535		74,190		0.35
Pharmaceuticals
Sharp Midco, LLC (4)(5)(9)		L + 7.25	%		9.50	%		12/31/2029		31,500		30,762		30,476		0.15

31

Blackstone Private Credit Fund

Consolidated Schedule of Investments

June 30, 2022

(in thousands)

(Unaudited)

Investments (1)	Reference Rate and Spread			Interest Rate (2)(14)			Maturity Date		Par Amount/ Units		Cost (3)		Fair Value		Percentage of Net Assets
Second Lien Debt (continued)
Professional Services
Aqgen Island Holdings, Inc. (5)(9)		L + 6.50	%		7.50	%		8/2/2029		34,508		34,177		32,352		0.15
Celestial Saturn Parent, Inc. (4)(9)		L + 6.50	%		8.19	%		6/4/2029		134,488		133,278		98,849		0.47
Deerfield Dakota Holding, LLC (10)		L + 6.75	%		8.42	%		4/7/2028		29,650		29,562		29,032		0.14
Thevelia US, LLC (4)(6)(9)		SOFR + 6.90	%		8.79	%		6/17/2030		182,046		176,611		176,585		0.84
VT Topco, Inc. (4)(10)		L + 6.75	%		8.42	%		7/31/2026		35,500		35,353		33,548		0.16
												408,981		370,365		1.77
Software
Apex Group Treasury, LLC (4)(6)(9)		L + 6.75	%		9.00	%		7/27/2029		66,000		64,902		66,990		0.32
Cloudera, Inc. (9)		L + 6.00	%		7.67	%		8/9/2029		66,697		66,193		58,693		0.28
HS Purchaser, LLC (10)		SOFR + 6.75	%		7.56	%		11/19/2027		71,000		71,118		68,160		0.33
Idera, Inc. (4)(10)		L + 6.75	%		7.82	%		3/2/2029		30,331		30,236		28,966		0.14
Mandolin Technology Intermediate Holdings, Inc. (4)(5)(9)		L + 6.50	%		7.74	%		7/6/2029		31,950		31,557		31,471		0.15
Mitratech Holdings, Inc. (4)(10)		L + 6.75	%		7.99	%		4/28/2029		18,000		17,934		17,280		0.08
Proofpoint, Inc. (5)(9)		L + 6.25	%		7.82	%		6/8/2029		101,121		100,767		97,413		0.46
Symphony Technology Group (6)(10)		L + 8.25	%		9.48	%		5/3/2029		91,647		90,478		84,238		0.40
Virgin Pulse, Inc. (10)		L + 7.25	%		8.92	%		3/30/2029		27,000		26,829		23,288		0.11
Vision Solutions, Inc. (5)(10)		L + 7.25	%		8.43	%		3/4/2029		126,381		125,603		112,847		0.54
												625,615		589,346		2.81
Trading Companies & Distributors
Icebox Holdco III, Inc. (4)(9)		L + 6.75	%		9.00	%		12/16/2029		22,500		22,288		21,488		0.10
Transportation Infrastructure
Drive Chassis Holdco, LLC (8)		L + 6.75	%		7.74	%		4/10/2026		131,767		130,387		130,120		0.62
Total Second Lien Debt											$	2,453,742	$	2,334,394		11.13	%
Structured Finance Obligations
522 Funding CLO 2020-6, Ltd. (4)(5)(6)(8)		L + 6.50	%		7.68	%		10/23/2034	$	3,000	$	3,000	$	2,608		0.01	%
AIMCO CLO Series 2015-A (5)(6)(8)		L + 6.60	%		7.64	%		10/17/2034		7,450		7,450		6,714		0.03
Allegro CLO Ltd. (4)(5)(6)(8)		L + 7.00	%		8.06	%		1/19/2033		3,895		3,857		3,620		0.02

32

Blackstone Private Credit Fund

Consolidated Schedule of Investments

June 30, 2022

(in thousands)

(Unaudited)

Investments (1)	Reference Rate and Spread			Interest Rate (2)(14)			Maturity Date		Par Amount/ Units		Cost (3)		Fair Value		Percentage of Net Assets
Structured Finance Obligations (continued)
Apidos CLO XXXIII (4)(5)(6)(8)		L + 5.95	%		7.62	%		7/20/2034		8,500		8,500		7,361		0.04
Apidos CLO XXXIII (5)(6)(8)		L + 6.35	%		8.60	%		10/24/2034		5,000		4,953		4,415		0.02
Ares LXI CLO, Ltd. (4)(5)(6)(8)		L + 6.50	%		8.75	%		1/25/2034		9,000		9,000		8,039		0.04
Ares LXI CLO, Ltd. (4)(5)(6)(8)		L + 6.25	%		8.50	%		10/20/2034		7,750		7,750		6,825		0.03
Ares LXI CLO, Ltd. (5)(6)(8)		L + 6.75	%		9.46	%		10/28/2034		7,000		6,934		6,107		0.03
Balboa Bay Loan Funding 2021-2, Ltd. (4)(5)(6)(8)		L + 6.60	%		8.20	%		1/20/2035		7,000		6,933		6,262		0.03
Barings CLO, Ltd. (4)(6)(8)		L + 6.25	%		7.71	%		7/15/2034		6,000		6,000		5,147		0.02
Barings CLO, Ltd. (4)(5)(6)(8)		L + 6.65	%		7.71	%		1/18/2035		7,200		7,200		6,339		0.03
Benefit Street Partners CLO XXI (4)(6)(8)		L + 6.75	%		8.44	%		7/15/2034		6,500		6,500		5,922		0.03
Benefit Street Partners CLO XXII (4)(5)(6)(8)		L + 6.70	%		8.44	%		10/15/2034		3,000		2,970		2,721		0.01
BlueMountain CLO XXIX Ltd (4)(6)(8)		L + 6.86	%		8.04	%		7/25/2034		2,750		2,684		2,522		0.01
Broad River Ltd 2020-1 (4)(6)(8)		L + 6.50	%		7.56	%		7/20/2034		7,000		6,945		6,262		0.03
Carlyle US CLO 2020-1, Ltd. (4)(5)(6)(8)		L + 6.25	%		7.31	%		7/20/2034		7,000		7,000		6,200		0.03
Carval CLO V-C, LTD. (4)(5)(6)(8)		L + 6.75	%		9.26	%		10/15/2034		8,000		7,923		7,285		0.03
Carval CLO VI-C Ltd. (4)(6)(8)		L + 7.33	%		8.73	%		4/21/2034		8,750		8,663		8,068		0.04
CIFC Funding 2019-III, Ltd. (4)(5)(6)(8)		L + 6.80	%		8.35	%		10/16/2034		8,000		8,000		7,342		0.04
CIFC Funding 2022-V, Ltd. (4)(6)(8)		L + 7.55	%		7.55	%		7/16/2033		10,000		9,900		9,900		0.05
Dryden 95 CLO, Ltd. (4)(5)(6)(8)		L + 6.15	%		7.84	%		8/20/2034		8,000		8,000		6,805		0.03
Eaton Vance CLO 2019-1 Ltd (4)(5)(6)(8)		L + 6.50	%		7.54	%		4/15/2031		3,750		3,754		3,436		0.02
Elmwood CLO 16, Ltd. (4)(5)(6)(8)		L + 7.22	%		8.72	%		4/20/2034		6,000		5,940		5,509		0.03
Elmwood CLO III, Ltd. (4)(6)(8)		L + 6.50	%		7.54	%		10/20/2034		3,500		3,500		3,132		0.01
Elmwood CLO VI, Ltd. (5)(6)(8)		L + 6.50	%		7.54	%		10/20/2034		4,000		4,000		3,579		0.02
Flatiron RR CLO 22, LLC (5)(6)(8)		L + 6.20	%		7.56	%		10/15/2034		5,000		5,000		4,579		0.02
Fort Washington CLO 2021-2, Ltd. (4)(5)(6)(8)		L + 6.61	%		8.44	%		10/20/2034		12,000		11,887		10,791		0.05
Galaxy 30 CLO, Ltd. (4)(5)(6)(8)		L + 5.95	%		8.01	%		10/25/2031		4,000		3,946		3,629		0.02
Galaxy XXV CLO, Ltd. (4)(5)(6)(8)		L + 7.00	%		7.00	%		4/15/2035		3,000		2,971		2,725		0.01
Goldentree Loan Management US Clo 8 Ltd. (4)(6)(8)		L + 6.15	%		7.78	%		10/20/2034		6,200		6,200		5,426		0.03
Goldentree Loan Management US Clo 12 Ltd. (4)(5)(6)(8)		L + 7.25	%		7.25	%		4/20/2034		6,500		6,439		6,022		0.03
Gulf Stream Meridian 5, Ltd. (4)(5)(6)(8)		L + 6.33	%		7.37	%		7/15/2034		3,500		3,488		3,125		0.01

33

Blackstone Private Credit Fund

Consolidated Schedule of Investments

June 30, 2022

(in thousands)

(Unaudited)

Investments (1)	Reference Rate and Spread			Interest Rate (2)(14)			Maturity Date		Par Amount/ Units		Cost (3)		Fair Value		Percentage of Net Assets
Structured Finance Obligations (continued)
Gulf Stream Meridian 7, Ltd. (4)(5)(6)(8)		L + 6.90	%		6.90	%		7/15/2035		5,000		4,951		4,490		0.02
Gulf Stream Meridian IIIA, Ltd. (4)(6)(8)		L + 6.75	%		7.79	%		4/15/2034		1,000		957		918		0.00
Halseypoint Clo 5, Ltd. (4)(5)(6)(8)		L + 6.95	%		7.16	%		1/30/2035		9,500		9,318		8,566		0.04
HPS Loan Management 15-2019 Ltd (4)(5)(6)(8)		L + 6.80	%		7.70	%		1/22/2035		4,000		3,961		3,627		0.02
Jamestown CLO XIV, Ltd. (5)(6)(8)		L + 7.20	%		8.26	%		10/20/2034		10,000		9,810		8,828		0.04
Kayne CLO III, Ltd. (4)(5)(6)(8)		L + 6.50	%		7.54	%		4/15/2032		5,000		5,009		4,463		0.02
Magnetite XXXII Ltd (4)(5)(6)(8)		L + 6.90	%		6.90	%		4/15/2035		5,000		5,000		4,567		0.02
Morgan Stanley Eaton Vance Clo 2021-1, Ltd. (5)(6)(8)		L + 6.75	%		8.08	%		10/20/2034		6,500		6,500		5,922		0.03
Neuberger Berman Loan Advisers CLO 38, Ltd. (5)(6)(8)		L + 6.25	%		7.31	%		10/20/2035		11,000		11,000		9,403		0.04
OCP CLO 2021-22, Ltd. (4)(5)(6)(8)		L + 6.50	%		6.75	%		10/20/2034		4,250		4,065		3,673		0.02
OCP CLO 2021-22, Ltd. (4)(5)(6)(8)		L + 6.60	%		8.21	%		12/2/2034		9,000		8,883		7,787		0.04
Octagon 55, Ltd (4)(6)(8)		L + 6.50	%		7.56	%		7/20/2034		11,000		10,873		9,868		0.05
Octagon 66, Ltd (4)(6)(8)		L + 7.80	%		7.80	%		8/16/2033		10,000		9,900		9,900		0.05
Octagon Investment Partners 41, Ltd. (5)(6)(8)		L + 7.13	%		8.17	%		10/15/2033		5,000		4,977		4,371		0.02
Palmer Square CLO 2015-1, Ltd. (4)(6)(8)		L + 6.50	%		8.00	%		5/21/2034		2,000		1,906		1,755		0.01
Palmer Square CLO 2019-1, Ltd. (4)(5)(6)(8)		L + 6.50	%		7.91	%		11/14/2034		14,500		14,500		13,011		0.06
Park Avenue Institutional Advisers CLO Ltd 2022-1 (4)(5)(6)(8)		L + 7.30	%		7.92	%		4/20/2035		6,000		5,824		5,569		0.03
Post CLO 2022-1, Ltd. (4)(6)(8)		L + 6.45	%		8.14	%		10/15/2034		6,000		6,000		5,377		0.03
Post CLO 2021-1, Ltd. (4)(5)(6)(8)		L + 6.80	%		6.80	%		4/20/2035		5,000		4,976		4,494		0.02
PPM CLO 2, Ltd. (4)(5)(6)(8)		L + 6.55	%		7.61	%		4/16/2032		5,000		5,008		4,562		0.02
PPM CLO 6, Ltd. (5)(6)(8)		L + 6.50	%		7.56	%		10/18/2034		8,775		8,775		7,742		0.04
PPM CLO, Ltd. (5)(6)(8)		L + 6.50	%		7.71	%		10/18/2034		4,800		4,800		4,235		0.02
Rad CLO 14, Ltd. (4)(5)(6)(8)		L + 6.50	%		7.51	%		1/15/2035		6,750		6,750		5,856		0.03
Rockford Tower CLO 2021-3, Ltd. (5)(6)(8)		L + 6.72	%		7.94	%		10/20/2034		4,000		3,943		3,524		0.02
RR 19, Ltd. (5)(6)(8)		L + 6.50	%		7.83	%		10/15/2035		3,000		3,000		2,703		0.01
RR 20, Ltd. (4)(6)(8)		L + 7.25	%		7.25	%		7/15/2037		4,000		3,960		3,717		0.02
Signal Peak 7, Ltd. (4)(6)(8)		L + 6.89	%		8.18	%		4/30/2032		3,875		3,842		3,597		0.02
Sound Point CLO XXVII, Ltd. (4)(5)(6)(8)		L + 6.56	%		7.74	%		10/25/2034		6,900		6,769		5,900		0.03

34

Blackstone Private Credit Fund

Consolidated Schedule of Investments

June 30, 2022

(in thousands)

(Unaudited)

Investments (1)	Reference Rate and Spread			Interest Rate (2)(14)			Maturity Date		Par Amount/ Units		Cost (3)		Fair Value		Percentage of Net Assets
Structured Finance Obligations (continued)
Symphony CLO 34-PS, Ltd. (4)(6)(8)		L + 7.56	%		7.56	%		7/24/2034		7,000		6,929		6,929		0.03
Trestles Clo IV, Ltd. (4)(5)(6)(8)		L + 6.25	%		7.67	%		7/21/2034		8,000		8,000		7,068		0.03
Vibrant CLO XIII, Ltd. (4)(5)(6)(8)		L + 7.06	%		8.10	%		7/15/2034		6,250		6,192		5,578		0.03
Vibrant CLO XII, Ltd. (4)(6)(8)		L + 7.11	%		9.36	%		1/30/2034		2,875		2,850		2,593		0.01
Voya CLO 2019-4, Ltd. (4)(5)(6)(8)		L + 6.70	%		7.74	%		1/15/2035		8,250		8,092		7,104		0.03
Voya CLO 2020-2, Ltd. (4)(5)(6)(8)		L + 6.40	%		7.46	%		7/19/2034		5,000		4,904		4,418		0.02
Total Structured Finance Obligations											$	409,511	$	370,531		1.77	%
Unsecured Debt
Health Care Technology
Minerva Merger Sub, Inc. (5)(8)		6.50	%		6.50	%		2/15/2030	$	7,146	$	7,146	$	5,964		0.03	%
IT Services
Endurance International Group Holdings, Inc. (5)(8)		6.00	%		6.00	%		2/15/2029		6,272		6,076		4,536		0.02
Software
Condor Merger Sub, Inc. (8)		7.38	%		7.38	%		2/15/2030		14,286		14,286		11,654		0.06
Total Unsecured Debt											$	27,508	$	22,153		0.11	%
Equity
Aerospace & Defense
Loar Acquisition 13, LLC - Common Units (4)										2,890,586	$	4,336	$	5,492		0.03	%
Micross Topco, Inc. (4)										116		125		116		0.00
												4,461		5,608		0.03
Air Freight & Logistics
AGI Group Holdings LP - A2 Units (4)										1,674		1,674		1,802		0.01
Mode Holdings, L.P. - Class A-2 Common Units (4)										1,076,923		1,077		1,788		0.01
												2,751		3,590		0.02
Distributors
Box Co-Invest Blocker, LLC (4)										3,308,320		3,308		3,454		0.02
Diversified Consumer Services
Cambium Holdings, LLC - Senior Preferred Interests (4)										29,194,330		28,735		34,912		0.17
Deneb Ultimate Topco, LLC - Class A Units (4)										4,060		4,060		4,060		0.02
												32,795		38,972		0.19

35

Blackstone Private Credit Fund

Consolidated Schedule of Investments

June 30, 2022

(in thousands)

(Unaudited)

Investments (1)	Reference Rate and Spread	Interest Rate (2)(14)	Maturity Date	Par Amount/ Units		Cost (3)		Fair Value		Percentage of Net Assets
Equity (continued)
Diversified Telecommunication Services
Point Broadband Holdings, LLC - Class A Units (4)					15,636		13,261		12,616		0.06
Point Broadband Holdings, LLC - Class B Units (4)					833,140		2,375		1,925		0.01
							15,636		14,540		0.07
Health Care Equipment & Supplies
GCX Corporation Group Holdings, L.P. - Class A-2 Units (4)					4,500		4,500		3,038		0.01
Health Care Providers & Services
AVE Holdings I Corp. (4)					12,237,213		11,870		12,023		0.06
CD&R Artemis Holdco 2 Limited - Preferred Shares (4)(6)					33,000,000		43,662		42,423		0.20
CD&R Ulysses Equity Holdings, L.P. - Common Shares (4)(6)					6,000,000		6,090		5,460		0.03
Jayhawk Holdings, LP - A-1 Common Units (4)					12,472		2,220		3,552		0.02
Jayhawk Holdings, LP - A-2 Common Units (4)					6,716		1,195		1,913		0.01
Maia Aggregator, L.P. - Class A Units (4)					19,700,000		19,700		18,912		0.09
NC Eve, L.P. - LP Interest (4)(6)					2,500,000		3,398		3,046		0.01
							88,135		87,329		0.42
Health Care Technology
Caerus Midco 2 S.À. R.L - Vehicle Units (4)(6)					4,941,452		4,941		4,941		0.02
IT Services
NC Ocala Co-Invest Beta, L.P. - LP Interest (4)					25,687,196		25,687		25,687		0.12
Professional Services
Guidehouse Holding Corp. - Preferred Equity (4)					54,010		52,935		56,845		0.27
OHCP V TC COI, LP. - LP Interest (4)					6,500,000		6,500		6,500		0.03
Tricor Horizon, LP (4)(6)					14,151,361		14,151		14,151		0.07
Victors CCC Topco, LP (4)					9,600,000		9,600		9,600		0.05
							83,186		87,097		0.42
Software
Connatix Parent, LLC - Class L Common Units (4)					126,136		1,388		1,770		0.01
Expedition Holdco, LLC (4)					810,810		810		665		—
Knockout Intermediated Holdings I, Inc. (4)					49,020		47,795		47,795		0.23
Lobos Parent, Inc. - Series A Preferred Shares (4)					45,090		43,963		45,767		0.22

36

Blackstone Private Credit Fund

Consolidated Schedule of Investments

June 30, 2022

(in thousands)

(Unaudited)

Investments (1)	Reference Rate and Spread	Interest Rate (2)(14)	Maturity Date	Par Amount/ Units		Cost (3)		Fair Value		Percentage of Net Assets
Equity (continued)
Software (continued)
Mandolin Technology Holdings, Inc. - Series A Preferred Shares (4)					31,950,000		30,992		32,589		0.16
Mimecast Limited (4)(6)(7)					73,213,759		73,214		71,339		0.34
							198,160		199,923		0.95
Transportation Infrastructure
Atlas Intermediate Holding LLC - Preferred Interest (4)					34,238,400		33,725		36,122		0.17
Frontline Road Safety Investments, LLC - Class A Common Units (4)					58,590		6,178		6,152		0.03
Ncp Helix Holdings, LLC. - Preferred Shares (4)					1,485,282		1,116		1,116		0.01
							41,019		43,389		0.21
Total Equity Investments						$	504,581	$	517,569		2.47	%
Total Investments—non-controlled/non-affiliated						$	46,957,986	$	46,041,480		219.55	%
Investments—non-controlled/affiliated
Equity
Distributors
GSO DL Co-Invest EIS LP (EIS Acquisition Holdings, LP) - Class A Common Units (4)(6)(14)						$	719	$	1,797		0.01	%
Total Equity						$	719	$	1,797		0.01	%
Total Investments—non-controlled/affiliated						$	719	$	1,797		0.01	%
Investments—controlled/affiliated
Equity
Diversified Financial Services
Specialty Lending Company LLC - LLC Interest (4)(5)(6)						$	180,900	$	180,900		0.86	%
Specialty Retail
GSO DL CoInvest CI LP (CustomInk, LLC) - Series A Preferred Units (4)(6)(14)							1,421		1,767		0.01
Total Equity						$	182,321	$	182,667		0.87	%
Total Investments—controlled/affiliated						$	182,321	$	182,667		0.87	%

37

Blackstone Private Credit Fund

Consolidated Schedule of Investments

June 30, 2022

(in thousands)

(Unaudited)

Investments (1)	Reference Rate and Spread	Interest Rate (2)(14)	Maturity Date	Par Amount/ Units	Cost (3)		Fair Value		Percentage of Net Assets
Investment in Joint Venture
BCRED Emerald JV (6)					$	802,579	$	768,479		3.66	%
Investment in Joint Venture Total					$	802,579	$	768,479		3.66	%
Total Investment Portfolio					$	47,141,027	$	46,225,946		220.43	%
Cash and Cash Equivalents
State Street Institutional U.S. Government Money Market Fund					$	140,579	$	140,579		0.67	%
Other Cash and Cash Equivalents						1,503,807		1,503,807		7.17
Total Portfolio Investments, Cash and Cash Equivalents					$	48,785,413	$	47,870,332		228.27	%

(1) Unless otherwise indicated, issuers of debt and equity investments held by the Company (which such term “Company” shall include the Company’s consolidated subsidiaries for purposes of this Consolidated Schedule of Investments) are denominated in dollars. All debt investments are income producing unless otherwise indicated. All equity investments are non-income producing unless otherwise noted. Certain portfolio company investments are subject to contractual restrictions on sales. The total par amount is presented for debt investments and the number of shares or units owned is presented for equity investments. Each of the Company’s investments is pledged as collateral, under one or more of its credit facilities unless otherwise indicated.

(2) Variable rate loans to the portfolio companies bear interest at a rate that is determined by reference to either LIBOR (“L”), Canadian Dollar Offered Rate (“CDOR” or “C”), Sterling Overnight Interbank Average Rate (“SONIA” or “S”), Euro Interbank Offer Rate (“Euribor” or “E”), Secured Overnight Financing Rate (“SOFR”), or an alternate base rate (commonly based on the Federal Funds Rate (“F”) or the U.S. Prime Rate (“P”), which generally resets periodically. For each loan, the Company has indicated the reference rate used and provided the spread and the interest rate in effect as of June 30, 2022. Variable rate loans typically include an interest reference rate floor feature. As of June 30, 2022, 91.9% of the portfolio at fair value had a base rate floor above zero. For each such loan, the Company has provided the interest rate in effect on the date presented.

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

(4) These investments were valued using unobservable inputs and are considered Level 3 investments. Fair value was determined in good faith by or under the direction of the Board of Trustees (the “Board”) (see Note 2 and Note 5), pursuant to the Company’s valuation policy.

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

38

Blackstone Private Credit Fund

Consolidated Schedule of Investments

June 30, 2022

(in thousands)

(Unaudited)

(6) The investment is not a qualifying asset under Section 55(a) of the Investment Company Act of 1940, as amended (together with the rules and regulations promulgated thereunder, the “1940 Act”). The Company may not acquire any non-qualifying asset unless, at the time of acquisition, qualifying assets represent at least 70% of the Company’s total assets. As of June 30, 2022, non-qualifying assets represented 17.1% of total assets as calculated in accordance with regulatory requirements.

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

Investments—non-controlled/non-affiliated	Commitment Type	Commitment Expiration Date		Unfunded Commitment		Fair Value
First and Second Lien Debt
ACI Group Holdings, Inc.	Delayed Draw Term Loan		8/2/2023	$	65,909	$	—
ACI Group Holdings, Inc.	Revolver		8/2/2027		21,482		(107	)
ADCS Clinics Intermediate Holdings, LLC	Revolver		5/7/2027		3,902		(78	)
ADCS Clinics Intermediate Holdings, LLC	Delayed Draw Term Loan		5/7/2023		10,867		—
Advancing Eyecare Center, Inc.	Delayed Draw Term Loan		6/13/2029		5,000		—
AI Altius Bidco, Inc.	Delayed Draw Term Loan		12/21/2023		34,698		(347	)
AI Aqua Merger Sub, Inc.	Delayed Draw Term Loan		7/30/2028		7,593		—
Albireo Energy, LLC	Delayed Draw Term Loan		12/23/2026		11,026		—
Alera Group, Inc.	Delayed Draw Term Loan		10/2/2028		29,389		—
Alera Group, Inc.	Delayed Draw Term Loan		9/30/2028		536		—
Amerivet Partners Management, Inc.	Revolver		2/25/2028		11,511		(230	)
Amerivet Partners Management, Inc.	Delayed Draw Term Loan		2/25/2024		68,476		(685	)
Anaplan, Inc.	Revolver		6/21/2028		53,206		(1,064	)
Armada Parent, Inc.	Delayed Draw Term Loan		10/29/2023		22,500		(225	)
Armada Parent, Inc.	Revolver		10/29/2027		27,000		—
Armstrong Bidco Limited	Delayed Draw Term Loan		6/28/2029		200,065		(8	)
Ascend Buyer, LLC	Revolver		9/30/2027		6,725		—
athenahealth, Inc.	Delayed Draw Term Loan		2/15/2029		6,618		—
Atlas CC Acquisition Corp.	Revolver		5/26/2026		18,518		—
Atlas CC Acquisition Corp.	Delayed Draw Term Loan		5/26/2026		14,403		—
AxiomSL Group, Inc.	Delayed Draw Term Loan		12/3/2027		5,478		(55	)
AxiomSL Group, Inc.	Revolver		12/3/2025		5,983		(60	)
Barbri Holdings, Inc.	Delayed Draw Term Loan		4/28/2023		22,662		—
Bazaarvoice, Inc.	Delayed Draw Term Loan		11/7/2022		57,432		—
Bazaarvoice, Inc.	Revolver		5/7/2026		42,994		—
Benefytt Technologies, Inc.	Delayed Draw Term Loan		8/12/2023		26,865		—
Caerus US 1, Inc.	Delayed Draw Term Loan		5/25/2029		59,019		—
Caerus US 1, Inc.	Revolver		5/25/2029		41,313		(826	)

39

Blackstone Private Credit Fund

Consolidated Schedule of Investments

June 30, 2022

(in thousands)

(Unaudited)

Investments—non-controlled/non-affiliated	Commitment Type	Commitment Expiration Date		Unfunded Commitment		Fair Value
Cambium Learning Group, Inc.	Revolver		7/20/2028		101,715		—
Canadian Hospital Specialties Ltd.	Delayed Draw Term Loan		4/14/2023		6,398		—
Canadian Hospital Specialties Ltd.	Revolver		4/14/2027		3,896		—
Caramel Bidco Limited	Delayed Draw Term Loan		2/24/2024		26,770		—
CCBlue Bidco, Inc.	Delayed Draw Term Loan		12/21/2023		91,739		(917	)
CD&R Artemis UK Bidco Ltd.	Revolver		8/19/2026		25,000		—
CEP V Investment 11 Sarl	Delayed Draw Term Loan		2/11/2028		52,130		—
CFC Underwriting, Ltd.	Delayed Draw Term Loan		11/30/2028		16,304		—
CFGI Holdings, LLC	Delayed Draw Term Loan		11/2/2027		22,800		(228	)
CFGI Holdings, LLC	Revolver		11/2/2027		19,950		(399	)
Chronicle Bidco, Inc.	Delayed Draw Term Loan		11/14/2025		42,780		(765	)
Chronicle Bidco, Inc.	Revolver		11/14/2025		4,331		(87	)
Claims Automation Intermediate 2, LLC	Delayed Draw Term Loan		12/16/2027		68,521		(685	)
Clearview Buyer, Inc.	Revolver		2/26/2027		8,085		(162	)
Clearview Buyer, Inc.	Delayed Draw Term Loan		8/26/2024		33,015		—
Community Brands ParentCo, LLC	Delayed Draw Term Loan		2/24/2028		10,809		(108	)
Community Brands ParentCo, LLC	Revolver		2/24/2028		6,330		(127	)
Confine Visual Bidco	Delayed Draw Term Loan		2/23/2029		55,557		(833	)
Connatix Buyer, Inc.	Revolver		7/14/2027		16,294		—
Connatix Buyer, Inc.	Delayed Draw Term Loan		7/14/2023		32,700		(327	)
COP Home Services TopCo IV, Inc.	Revolver		12/31/2025		9,580		—
CPI Buyer, LLC	Delayed Draw Term Loan		5/1/2023		78,721		—
CPI Buyer, LLC	Revolver		11/1/2026		23,143		—
Cumming Group, Inc.	Delayed Draw Term Loan		5/26/2027		25,392		(254	)
Cumming Group, Inc.	Revolver		5/26/2027		22,178		—
DCA Investment Holdings, LLC	Delayed Draw Term Loan		3/12/2027		4,381		—
DG Investment Intermediate Holdings 2, Inc.	Delayed Draw Term Loan		3/31/2028		3,865		—
Discovery Education, Inc.	Delayed Draw Term Loan		4/9/2029		120,227		—
Discovery Education, Inc.	Revolver		4/9/2029		52,540		(1,051	)
Donuts, Inc.	Delayed Draw Term Loan		5/14/2023		128,295		—
DTI Holdco, Inc.	Revolver		4/26/2027		7,200		—
Eliassen Group, LLC	Delayed Draw Term Loan		4/14/2028		14,541		(218	)
EM Bidco Limited	Delayed Draw Term Loan		4/12/2029		1,688		—
Emergency Power Holdings, LLC	Delayed Draw Term Loan		8/17/2023		56,100		—
Engineered Stone Group Holdings III Ltd.	Delayed Draw Term Loan		11/22/2023		54,432		—
Enstructure LLC	Delayed Draw Term Loan		5/25/2029		18,743		—
Episerver, Inc.	Delayed Draw Term Loan		4/9/2026		10,185		(127	)
Episerver, Inc.	Revolver		4/9/2026		3,833		(48	)
Experity, Inc.	Revolver		7/22/2027		13,452		(269	)
Fencing Supply Group Acquisition, LLC	Delayed Draw Term Loan		8/2/2022		27,125		—
Foundation Risk Partners Corp.	Revolver		10/29/2027		9,529		(143	)

40

Blackstone Private Credit Fund

Consolidated Schedule of Investments

June 30, 2022

(in thousands)

(Unaudited)

Investments—non-controlled/non-affiliated	Commitment Type	Commitment Expiration Date		Unfunded Commitment		Fair Value
Foundation Risk Partners Corp.	Delayed Draw Term Loan		10/29/2028		23,239		—
Frontline Road Safety, LLC - A	Delayed Draw Term Loan		5/3/2027		5,129		—
Frontline Road Safety, LLC - B	Delayed Draw Term Loan		4/30/2027		39,526		—
Galway Borrower, LLC	Revolver		9/30/2027		19,017		(380	)
Galway Borrower, LLC	Delayed Draw Term Loan		9/30/2023		25,060		—
GCX Corporation Buyer, LLC	Delayed Draw Term Loan		9/13/2023		67,500		(675	)
Genuine Cable Group, LLC	Delayed Draw Term Loan		4/1/2023		2,246		—
GI Ranger Intermediate, LLC	Revolver		10/29/2027		9,720		—
GI Ranger Intermediate, LLC	Delayed Draw Term Loan		10/30/2028		36,000		(360	)
Gigamon Inc.	Revolver		3/11/2028		25,774		—
Go Car Wash Management Corp.	Delayed Draw Term Loan		8/31/2023		5,204		—
Go Car Wash Management Corp.	Delayed Draw Term Loan		12/31/2026		100,000		(1,125	)
GovernmentJobs.com, Inc.	Revolver		11/30/2027		19,764		(395	)
GovernmentJobs.com, Inc.	Delayed Draw Term Loan		11/30/2023		62,600		—
GraphPAD Software, LLC	Revolver		4/27/2027		2,832		—
GraphPAD Software, LLC	Delayed Draw Term Loan		4/27/2027		8,571		(86	)
Gruden Acquisition, Inc.	Delayed Draw Term Loan		7/1/2023		6,930		—
Gruden Acquisition, Inc.	Revolver		7/1/2026		7,875		—
Helix TS, LLC	Delayed Draw Term Loan		8/3/2023		38,209		—
HIG Orca Acquisition Holdings, Inc.	Revolver		8/17/2027		3,239		—
HIG Orca Acquisition Holdings, Inc.	Delayed Draw Term Loan		8/17/2023		18,629		(186	)
High Street Buyer, Inc.	Revolver		4/16/2027		4,186		(84	)
High Street Buyer, Inc.	Delayed Draw Term Loan		2/2/2024		76,315		—
Houghton Mifflin, LLC	Revolver		4/7/2027		18,750		—
Icebox Holdco III, Inc.	Delayed Draw Term Loan		12/22/2028		4,157		(239	)
IG Investments Holdings, LLC	Revolver		9/22/2027		32,500		—
Infostretch Corporation	Revolver		4/1/2028		20,103		(402	)
Inovalon Holdings, Inc.	Delayed Draw Term Loan		6/24/2024		99,544		(1,244	)
Integrity Marketing Acquisition, LLC	Delayed Draw Term Loan		8/27/2025		98,095		(981	)
Integrity Marketing Acquisition, LLC	Delayed Draw Term Loan		7/9/2023		6,321		—
Java Buyer, Inc.	Delayed Draw Term Loan		12/15/2023		71,642		—
Jayhawk Buyer, LLC	Delayed Draw Term Loan		10/15/2026		59,184		—
Kaseya, Inc.	Delayed Draw Term Loan		6/25/2029		44,474		(445	)
Kaseya, Inc.	Revolver		6/25/2029		48,746		(975	)
Kaufman Hall & Associates, LLC	Delayed Draw Term Loan		12/14/2023		19,840		(198	)
Knowledge Pro Buyer, Inc.	Revolver		12/10/2027		7,327		—
Knowledge Pro Buyer, Inc.	Delayed Draw Term Loan		12/10/2023		18,452		(185	)
KPSKY Acquisition, Inc.	Delayed Draw Term Loan		10/19/2023		1,283		—
Kwor Acquisition, Inc.	Delayed Draw Term Loan		12/22/2028		5,137		—
Kwor Acquisition, Inc.	Revolver		12/22/2027		9,512		—
L&S Mechanical Acquisition, LLC	Delayed Draw Term Loan		9/1/2022		36,794		—
LD Lower Holdings, Inc.	Delayed Draw Term Loan		2/8/2023		19,979		—
Legacy Intermediate, LLC	Revolver		2/25/2028		17,242		(172	)
Legacy Intermediate, LLC	Delayed Draw Term Loan		2/25/2023		36,000		(360	)

41

Blackstone Private Credit Fund

Consolidated Schedule of Investments

June 30, 2022

(in thousands)

(Unaudited)

Investments—non-controlled/non-affiliated	Commitment Type	Commitment Expiration Date		Unfunded Commitment		Fair Value
Linquest Corp.	Delayed Draw Term Loan		1/27/2023		44,775		(448	)
Loar Group, Inc.	Delayed Draw Term Loan		4/1/2024		100,000		—
Magnesium BorrowerCo, Inc.	Delayed Draw Term Loan		5/18/2029		99,913		(2,206	)
Mandolin Technology Intermediate Holdings, Inc.	Revolver		7/30/2026		8,370		—
Marcone Yellowstone Buyer, Inc.	Delayed Draw Term Loan		6/23/2028		19,765		—
Material Holdings, LLC	Revolver		8/17/2027		10,174		—
Material Holdings, LLC	Delayed Draw Term Loan		8/19/2023		31,793		—
Maverick Acquisition, Inc.	Delayed Draw Term Loan		6/1/2023		16,185		(103	)
Medical Knowledge Group, LLC	Revolver		2/1/2029		34,020		—
Metis Buyer, Inc.	Revolver		5/4/2026		9,000		—
MHE Intermediate Holdings, LLC	Revolver		7/21/2027		804		—
MHE Intermediate Holdings, LLC	Delayed Draw Term Loan		7/21/2027		831		—
Monk Holding Co.	Delayed Draw Term Loan		12/1/2023		42,074		(558	)
MRI Software, LLC	Delayed Draw Term Loan		2/10/2026		15,887		(303	)
MRI Software, LLC	Revolver		2/10/2026		673		—
MRI Software, LLC	Revolver		5/14/2026		6,300		(709	)
Navigator Acquiror, Inc.	Delayed Draw Term Loan		7/16/2023		107,230		—
NDC Acquisition Corp.	Revolver		3/9/2027		3,425		—
New Arclin US Holding Corp.	Delayed Draw Term Loan		9/22/2028		3,135		—
NMC Crimson Holdings, Inc.	Delayed Draw Term Loan		3/1/2023		31,400		(471	)
Onex AP Merger Sub, LLC	Revolver		4/4/2028		3,261		(65	)
Onex Baltimore Buyer, Inc.	Delayed Draw Term Loan		12/1/2023		84,378		—
Paya Holdings III, LLC	Revolver		6/16/2028		3,375		—
Peak Utility Services Group, Inc.	Delayed Draw Term Loan		3/2/2028		7,200		—
Pediatric Associates Holding Co., LLC	Delayed Draw Term Loan		12/28/2028		686		—
PGIS Intermediate Holdings, LLC	Revolver		10/16/2028		6,274		(63	)
PGIS Intermediate Holdings, LLC	Delayed Draw Term Loan		10/16/2028		12,547		—
Plasma Buyer, LLC	Revolver		5/12/2028		14,467		(289	)
Plasma Buyer, LLC	Delayed Draw Term Loan		5/12/2029		23,780		(238	)
Point Broadband Acquisition, LLC	Delayed Draw Term Loan		10/1/2023		73,003		(913	)
Polyphase Elevator Holding Co.	Delayed Draw Term Loan		6/23/2027		3,352		—
Polyphase Elevator Holding Co.	Revolver		6/23/2027		2,400		—
Polyphase Elevator Holding Co.	Delayed Draw Term Loan		12/21/2027		58,112		—
Porcelain Acquisition Corp.	Delayed Draw Term Loan		4/1/2027		21,722		—
Pro Mach Group, Inc.	Delayed Draw Term Loan		8/31/2028		1,216		—
Prodege International Holdings, LLC	Delayed Draw Term Loan		12/15/2022		87,711		—
Profile Products, LLC	Delayed Draw Term Loan		11/12/2027		25,460		—
Profile Products, LLC	Revolver		11/12/2027		12,887		—
Progress Residential PM Holdings, LLC	Delayed Draw Term Loan		3/17/2023		16,623		—
Project Boost Purchaser, LLC	Revolver		5/2/2028		5,543		(55	)
Project Boost Purchaser, LLC	Delayed Draw Term Loan		5/2/2029		9,189		(46	)
Qualus Power Services Corp.	Delayed Draw Term Loan		3/26/2023		9,016		—
R1 Holdings, LLC	Delayed Draw Term Loan		1/2/2026		5,686		—

42

Blackstone Private Credit Fund

Consolidated Schedule of Investments

June 30, 2022

(in thousands)

(Unaudited)

Investments—non-controlled/non-affiliated	Commitment Type	Commitment Expiration Date		Unfunded Commitment		Fair Value
Red River Technology, LLC	Delayed Draw Term Loan		5/26/2023		47,832		—
Redwood Services Group, LLC	Delayed Draw Term Loan		6/15/2029		8,766		—
Refficiency Holdings, LLC	Delayed Draw Term Loan		12/16/2027		5,243		—
Relativity ODA, LLC	Revolver		5/12/2027		4,937		(74	)
Relay Purchaser, LLC	Revolver		8/30/2026		28,571		(286	)
Reverb Buyer, Inc.	Delayed Draw Term Loan		11/1/2028		8,117		—
Roadsafe Holdings, Inc.	Delayed Draw Term Loan		7/31/2023		77,680		—
RPBLS Midco, LLC	Delayed Draw Term Loan		4/1/2028		35,074		(351	)
RSC Acquisition, Inc.	Delayed Draw Term Loan		10/30/2026		88,750		(750	)
RWL Holdings, LLC	Delayed Draw Term Loan		12/1/2027		58,064		(581	)
Safety Borrower Holdings LP	Revolver		9/1/2027		2,517		—
Safety Borrower Holdings LP	Delayed Draw Term Loan		9/1/2022		8,390		—
Sam Holding Co, Inc.	Delayed Draw Term Loan		9/24/2023		31,600		—
Sam Holding Co, Inc.	Revolver		3/24/2027		24,000		(480	)
SEKO Global Logistics Network, LLC	Revolver		12/30/2026		7,744		—
SEKO Global Logistics Network, LLC	Delayed Draw Term Loan		12/30/2022		9,712		—
SelectQuote, Inc.	Delayed Draw Term Loan		11/5/2024		58,933		—
Sherlock Buyer Corp.	Delayed Draw Term Loan		12/1/2028		11,177		(112	)
Sherlock Buyer Corp.	Revolver		12/8/2027		4,445		(89	)
Smile Doctors, LLC	Revolver		12/23/2027		43,227		—
Smile Doctors, LLC	Delayed Draw Term Loan		12/23/2028		150,022		—
Snoopy Bidco, Inc.	Delayed Draw Term Loan		6/1/2023		114,658		—
SpecialtyCare, Inc.	Revolver		6/18/2026		5,935		—
SpecialtyCare, Inc.	Delayed Draw Term Loan		6/18/2023		7,139		(178	)
Spitfire Parent, Inc.	Delayed Draw Term Loan		9/4/2022		13,833		—
Stepping Stones Healthcare Services, LLC	Delayed Draw Term Loan		12/30/2023		45,312		(453	)
Stepping Stones Healthcare Services, LLC	Revolver		12/30/2026		22,501		—
Tailwind Colony Holding Corporation	Delayed Draw Term Loan		12/10/2022		6,519		—
Tennessee Bidco Limited	Delayed Draw Term Loan		8/3/2028		74,991		—
Tennessee Bidco Limited	Delayed Draw Term Loan		6/22/2024		342,095		—
The Fertility Partners, Inc.	Revolver		9/16/2027		8,055		(705	)
The Fertility Partners, Inc.	Delayed Draw Term Loan		3/16/2028		16,410		—
The GI Alliance Management, LLC	Delayed Draw Term Loan		11/4/2024		32,132		—
The NPD Group L.P.	Revolver		12/1/2027		52,471		—
Thermostat Purchaser III, Inc.	Delayed Draw Term Loan		8/31/2028		7,481		—
Thermostat Purchaser III, Inc. (2nd Lien)	Delayed Draw Term Loan		8/31/2023		5,600		—
Thermostat Purchaser III, Inc.	Revolver		8/31/2026		7,875		—
Trident TPI Holdings, Inc.	Delayed Draw Term Loan		9/15/2028		1,333		—
Trinity Air Consultants Holdings Corp.	Delayed Draw Term Loan		6/29/2023		20,128		—
Trinity Air Consultants Holdings Corp.	Revolver		6/29/2027		12,780		—
Trinity Partners Holdings, LLC	Delayed Draw Term Loan		12/21/2023		109,037		(1,090	)
Triple Lift, Inc.	Revolver		5/6/2028		8,815		—

43

Blackstone Private Credit Fund

Consolidated Schedule of Investments

June 30, 2022

(in thousands)

(Unaudited)

Investments—non-controlled/non-affiliated	Commitment Type	Commitment Expiration Date		Unfunded Commitment		Fair Value
TRP Infrastructure Services, LLC	Delayed Draw Term Loan		1/9/2023		13,187		(132	)
Turing Holdco, Inc.	Delayed Draw Term Loan		8/3/2028		6,263		—
Unified Physician Management, LLC	Delayed Draw Term Loan		6/18/2029		54,346		—
Unified Physician Management, LLC	Revolver		6/18/2029		101,845		—
US Oral Surgery Management Holdco, LLC	Delayed Draw Term Loan		11/18/2023		49,353		—
US Oral Surgery Management Holdco, LLC	Revolver		11/18/2027		12,932		(194	)
Victors CCC Buyer, LLC	Delayed Draw Term Loan		6/1/2029		31,095		—
Victors CCC Buyer, LLC	Revolver		6/1/2029		25,554		—
VT Topco, Inc.	Delayed Draw Term Loan		8/1/2025		794		—
West Monroe Partners, LLC	Delayed Draw Term Loan		11/9/2023		188,572		—
West Monroe Partners, LLC	Revolver		11/9/2027		56,571		—
West Star Aviation Acquisition, LLC	Delayed Draw Term Loan		3/1/2028		909		—
WHCG Purchaser III, Inc.	Revolver		6/22/2026		12,486		(125	)
WHCG Purchaser III, Inc.	Delayed Draw Term Loan		6/22/2023		19,482		—
Specialty Lending Company LLC	LLC Interest				102,600		—
Total Unfunded Commitments				$	6,873,623	$	(30,992	)

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

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

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

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

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

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

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

(15) Under the 1940 Act, the Company is deemed to “control” a portfolio company if the Company owns more than 25% of its outstanding voting securities and/or held the power to exercise control over the management or policies of the portfolio company. Under the 1940 Act, the Company is deemed an “affiliated person” of a portfolio company if the Company owns 5% or more of the portfolio company’s outstanding voting securities. As of June 30, 2022, the Company’s controlled/affiliated and non-controlled/affiliated investments were as follows:

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

44

Blackstone Private Credit Fund

Consolidated Schedule of Investments

June 30, 2022

(in thousands)

(Unaudited)

ADDITIONAL INFORMATION

Foreign currency forward contracts

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

Interest Rate Swaps

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

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

45

Blackstone Private Credit Fund

Consolidated Schedule of Investments

December 31, 2021

(in thousands)

(Unaudited)

Investments (1)	Reference Rate and Spread			Interest Rate (2)			Maturity Date		Par Amount/ Units		Cost (3)		Fair Value		Percentage of Net Assets
Investments—non-controlled/non-affiliated
First Lien Debt
Aerospace & Defense
Corfin Holdings, Inc. (4)(7)(11)		L + 6.00	%		7.00	%		12/27/2027	$	6,619	$	6,579	$	6,500		0.05	%
Linquest Corp. (4)(7)(10)		L + 5.75	%		6.50	%		7/28/2028		157,106		153,737		153,516		1.19
Loar Group, Inc. (4)(11)		L + 7.25	%		8.25	%		10/2/2023		29,422		29,422		29,422		0.23
MAG DS Corp. (11)		L + 5.50	%		6.50	%		4/1/2027		10,849		10,680		9,981		0.08
Peraton Corp. (10)		L + 3.75	%		4.50	%		2/1/2028		72,389		72,163		72,543		0.56
Vertex Aerospace Services Corp. (10)		L + 4.00	%		4.75	%		10/27/2028		22,385		22,293		22,379		0.17
												294,874		294,342		2.28
Air Freight & Logistics
AGI-CFI Holdings, Inc. (4)(10)		L + 5.50	%		6.25	%		6/11/2027		271,064		265,859		268,354		2.09
Livingston International, Inc. (4)(6)(10)		L + 5.50	%		6.25	%		4/30/2027		105,679		104,902		104,622		0.81
Mode Purchaser, Inc. (4)(11)		L + 6.25	%		7.25	%		12/9/2026		34,388		33,430		34,388		0.27
R1 Holdings, LLC (4)(7)(11)		L + 6.00	%		7.00	%		1/2/2026		38,742		38,698		38,742		0.30
RWL Holdings, LLC (4)(7)(10)		SOFR  +  5.75	%		6.50	%		12/31/2028		218,835		213,914		213,878		1.66
SEKO Global Logistics Network, LLC (4)(11)		E + 5.00	%		6.00	%		12/30/2026	€	35,393		40,412		40,295		0.31
SEKO Global Logistics Network, LLC (4)(7)(11)		L + 5.00	%		6.00	%		12/30/2026		103,543		102,300		103,315		0.80
The Kenan Advantage Group, Inc. (10)		L + 3.75	%		4.50	%		3/12/2026		19,039		19,034		19,013		0.15
Wwex Uni Topco Holdings, LLC (10)		L + 4.25	%		5.00	%		7/26/2028		12,681		12,562		12,731		0.10
												831,112		835,338		6.49
Airlines
Air Canada (6)(10)		L + 3.50	%		4.25	%		8/11/2028		7,819		7,745		7,823		0.06
American Airlines, Inc. (6)(10)		L + 4.75	%		5.50	%		3/11/2028		7,314		7,248		7,591		0.06
United Airlines, Inc. (6)(10)		L + 3.75	%		4.50	%		4/21/2028		16,631		16,629		16,728		0.13
												31,622		32,143		0.25
Auto Components
Clarios Global LP (6)(8)		L + 3.25	%		3.35	%		4/30/2026		6,806		6,809		6,780		0.05
Metis Buyer, Inc. (4)(5)(7)(8) - Revolving Term Loan		L + 3.75	%		3.85	%		5/4/2028		4,275		4,099		4,221		0.03

46

Blackstone Private Credit Fund

Consolidated Schedule of Investments

December 31, 2021

(in thousands)

(Unaudited)

Investments (1)	Reference Rate and Spread			Interest Rate (2)			Maturity Date		Par Amount/ Units		Cost (3)		Fair Value		Percentage of Net Assets
First Lien Debt (continued)
Auto Components (continued)
Metis Buyer, Inc. (10)		L + 4.00	%		4.75	%		5/4/2028		49,750		48,510		49,859		0.39
Wheel Pros, Inc. (10)		L + 4.50	%		5.25	%		4/23/2028		25,906		25,912		25,901		0.20
												85,330		86,761		0.67
Beverages
Arterra Wines Canada, Inc. (6)(10)		L + 3.50	%		4.25	%		11/24/2027		4,957		4,984		4,970		0.04
Triton Water Holdings, Inc. (9)		L + 3.50	%		4.00	%		3/18/2028		26,637		26,601		26,387		0.21
												31,585		31,357		0.25
Building Products
Cornerstone Building Brands, Inc. (6)(9)		L + 3.25	%		3.75	%		4/12/2028		2,947		2,934		2,946		0.02
CP Atlas Buyer, Inc. (9)		L + 3.75	%		4.25	%		11/23/2027		31,556		31,560		31,461		0.24
Empire Today, LLC (10)		L + 5.00	%		5.75	%		3/8/2028		69,572		68,419		68,485		0.53
Fencing Supply Group Acquisition, LLC (4)(7)(11)		L + 6.00	%		7.00	%		2/26/2027		78,944		77,860		78,550		0.61
Great Day Improvements, LLC (4)(7)(9)		L + 6.25	%		6.75	%		12/29/2027		245,000		239,342		239,335		1.86
Illuminate Merger Sub Corp. (9)		L + 3.50	%		4.00	%		6/30/2028		8,000		7,944		7,949		0.06
Jacuzzi Brands, LLC (4)(11)		L + 6.50	%		7.50	%		2/25/2025		52,938		52,414		52,938		0.41
Kodiak BP, LLC (10)		L + 3.25	%		4.00	%		2/25/2028		10,389		10,369		10,330		0.08
L&S Mechanical Acquisition, LLC (4)(7)(10)		L + 5.75	%		6.50	%		9/1/2027		114,795		112,627		112,499		0.88
Latham Pool Products, Inc. (8)		L + 6.00	%		6.10	%		6/18/2025		105,696		105,247		106,269		0.83
Lindstrom, LLC (4)(11)		L + 6.25	%		7.25	%		4/7/2025		27,963		27,739		27,963		0.22
Mi Windows and Doors, LLC (10)		L + 3.75	%		4.50	%		12/18/2027		24,288		24,404		24,425		0.19
Symphony Technology Group (10)		L + 5.00	%		5.75	%		5/3/2028		63,186		62,591		63,117		0.49
Windows Acquisition Holdings, Inc. (4)(11)		L + 6.50	%		7.50	%		12/29/2026		62,366		61,321		62,366		0.49
												884,772		888,631		6.91
Capital Markets
Advisor Group Holdings, Inc. (8)		L + 4.50	%		4.60	%		7/31/2026		17,347		17,392		17,418		0.14
Situs-AMC Holdings Corporation (4)(10)		L + 5.75	%		6.50	%		12/22/2027		110,000		108,905		108,900		0.85
Superannuation And Investments US, LLC (6)(9)		L + 3.75	%		4.25	%		9/23/2028		14,364		14,244		14,391		0.11
The Edelman Financial Engines Center, LLC (10)		L + 3.50	%		4.25	%		3/15/2028		19,880		19,814		19,894		0.15
												160,355		160,602		1.25
Chemicals
Dominion Colour Corporation (4)(6)(7)(11)		L  +  8.25 (incl. 2.00% PIK)	%		9.25	%		4/6/2024		35,687		34,449		35,062		0.27

47

Blackstone Private Credit Fund

Consolidated Schedule of Investments

December 31, 2021

(in thousands)

(Unaudited)

Investments (1)	Reference Rate and Spread			Interest Rate (2)			Maturity Date		Par Amount/ Units		Cost (3)		Fair Value		Percentage of Net Assets
First Lien Debt (continued)
Chemicals (continued)
Geon Performance Solutions, LLC (10)		L + 4.75	%		5.50	%		8/9/2028		7,389		7,336		7,463		0.06
Hyperion Materials & Technologies, Inc. (9)		L + 4.50	%		5.00	%		8/28/2028		25,252		25,160		25,326		0.20
LSF11 Skyscraper Holdco S.à r.l, LLC (6)(10)		L + 3.50	%		4.25	%		9/29/2027		19,850		19,758		19,863		0.15
New Arclin US Holding Corp. (6)(7)(9)		L + 3.75	%		4.25	%		9/21/2028		20,208		20,115		20,209		0.16
NIC Acquisition Corp. (10)		L + 3.75	%		4.50	%		12/29/2027		13,837		13,824		13,698		0.11
Olympus Water US Holding Corp. (9)		L + 3.75	%		4.25	%		9/21/2028		10,625		10,598		10,605		0.08
Polymer Additives, Inc. (8)		L + 6.00	%		6.13	%		7/31/2025		30,420		28,311		29,675		0.23
												159,550		161,901		1.26
Commercial Services & Supplies
Access CIG, LLC (8)		L + 3.75	%		3.84	%		2/27/2025		16,040		16,025		15,961		0.12
Allied Universal Holdco, LLC (9)		L + 3.75	%		4.25	%		5/12/2028		33,952		33,913		33,884		0.26
Bazaarvoice, Inc. (4)(7)(8)		L + 5.75	%		5.85	%		5/7/2028		372,166		372,166		372,166		2.90
DG Investment Intermediate Holdings 2, Inc. (10)		L + 3.50	%		4.25	%		3/17/2028		29,592		29,647		29,620		0.23
Divisions Holding Corp. (10)		L + 4.75	%		5.50	%		5/29/2028		24,036		23,815		24,126		0.19
EAB Global, Inc. (9)		L + 3.50	%		4.00	%		6/28/2028		8,000		7,956		7,967		0.06
ECP Gopher Holdings L.P. (11)		L + 3.25	%		4.25	%		3/6/2025		3,958		3,973		3,721		0.03
Foundational Education Group, Inc. (4)(9)		L + 4.25	%		4.75	%		8/31/2028		9,143		9,056		9,166		0.07
Garda World Security Corp. (6)(8)		L + 4.25	%		4.36	%		10/30/2026		29,435		29,511		29,432		0.23
Genuine Financial Holdings, LLC (8)		L + 3.75	%		3.85	%		7/11/2025		6,938		6,850		6,924		0.05
International SOS The Americas LP (6)(9)		L + 3.75	%		4.25	%		8/5/2028		2,331		2,309		2,337		0.02
Java Buyer, Inc. (4)(7)(10)		L + 5.75	%		6.50	%		12/15/2027		136,278		132,073		132,067		1.03
JSS Holdings, Inc. (4)(10)		L + 6.00	%		6.75	%		12/17/2028		243,525		239,876		241,699		1.88
JSS Holdings, Inc. (4)(11)		L + 6.25	%		7.25	%		12/17/2028		46,505		45,900		46,157		0.36
Knowledge Pro Buyer, Inc. (4)(7)(10)		L + 5.75	%		6.50	%		12/10/2027		45,655		44,433		44,421		0.35
KPSKY Acquisition, Inc. (4)(7)(10)		L + 5.50	%		6.25	%		10/19/2028		197,224		193,290		193,280		1.50
MaxGen Energy Services Corporation (4)(11)		L + 4.75	%		5.75	%		6/2/2027		59,700		58,353		58,208		0.45
Onex Baltimore Buyer, Inc. (4)(7)(10)		L + 5.75	%		6.50	%		12/1/2027		260,796		255,309		255,275		1.99
PECF USS Intermediate Holding III Corp. (9)		L + 4.25	%		4.75	%		12/15/2028		20,842		20,811		20,891		0.16
Recycle & Resource US, LLC (6)(9)		L + 3.50	%		4.00	%		7/8/2028		5,219		5,182		5,213		0.04

48

Blackstone Private Credit Fund

Consolidated Schedule of Investments

December 31, 2021

(in thousands)

(Unaudited)

Investments (1)	Reference Rate and Spread			Interest Rate (2)			Maturity Date		Par Amount/ Units		Cost (3)		Fair Value		Percentage of Net Assets
First Lien Debt (continued)
Commercial Services & Supplies (continued)
Revspring, Inc. (8)		L + 4.25	%		4.47	%		10/11/2025		15,443		15,323		15,501		0.12
Spin Holdco Inc. (10)		L + 4.00	%		4.75	%		3/1/2028		25,434		25,326		25,547		0.20
The Action Environmental Group, Inc. (4)(7)(12)		L + 6.00	%		7.25	%		1/16/2026		16,289		15,748		15,668		0.12
TRC Companies, Inc. (9)		L + 3.75	%		4.25	%		6/21/2024		18,778		18,679		18,711		0.15
TruGreen Limited Partnership (10)		L + 4.00	%		4.75	%		11/2/2027		5,955		5,990		5,969		0.05
USIC Holdings, Inc. (10)		L + 3.50	%		4.25	%		5/12/2028		24,938		24,822		24,938		0.19
Veregy Consolidated, Inc. (11)		L + 6.00	%		7.00	%		11/2/2027		20,584		20,632		20,636		0.16
												1,656,969		1,659,483		12.91
Construction & Engineering
Aegion Corporation (10)		L + 4.75	%		5.50	%		5/17/2028		23,879		23,814		24,018		0.19
ASP Endeavor Acquisition, LLC (4)(9)		L + 6.50	%		7.00	%		5/3/2027		35,820		35,183		35,462		0.28
COP Home Services TopCo IV, Inc. (4)(7)(11)		L + 5.00	%		6.00	%		12/31/2027		128,886		125,700		127,513		0.99
Peak Utility Services Group, Inc. (4)(7)(11)		L + 5.00	%		6.00	%		2/26/2028		23,622		23,380		23,467		0.18
Thermostat Purchaser III, Inc. (4)(7)(10)		L + 4.50	%		5.25	%		8/24/2028		42,519		41,196		42,498		0.33
Tutor Perini Corp. (6)(11)		L + 4.75	%		5.75	%		8/13/2027		2,963		2,992		2,974		0.02
												252,266		255,933		1.99
Construction Materials
White Cap Buyer, LLC (9)		L + 4.00	%		4.50	%		10/19/2027		23,827		23,913		23,878		0.19
Containers & Packaging
Ascend Buyer, LLC (4)(7)(10)		L + 5.75	%		6.50	%		9/30/2028		77,601		75,982		75,920		0.59
Berlin Packaging, LLC (9)		L + 3.75	%		4.25	%		3/11/2028		8,544		8,480		8,545		0.07
Charter NEX US, Inc. (10)		L + 3.75	%		4.50	%		12/1/2027		21,359		21,428		21,431		0.17
Flex Acquisition Co., Inc. (9)		L + 3.50	%		4.00	%		2/23/2028		8,191		8,173		8,185		0.06
Flex Acquisition Co., Inc. (8)		L + 3.00	%		3.13	%		6/29/2025		9,475		9,462		9,404		0.07
Graham Packaging Co, Inc. (10)		L + 3.00	%		3.75	%		8/4/2027		4,963		4,972		4,956		0.04
IBC Capital US, LLC (6)(8)		L + 3.75	%		3.97	%		9/11/2023		18,513		18,477		18,393		0.14
LABL, Inc. (9)		L + 5.00	%		5.50	%		10/29/2028		7,143		7,037		7,144		0.06
MAR Bidco Sarl (6)(9)		L + 4.25	%		4.75	%		4/20/2028		3,806		3,788		3,813		0.03
Pretium PKG Holdings, Inc. (9)		L + 4.00	%		4.50	%		8/27/2028		18,889		18,439		18,878		0.15
ProAmpac PG Borrower, LLC (10)		L + 3.75	%		4.50	%		11/3/2025		30,050		30,103		30,121		0.23
TricorBraun Holdings, Inc. (9)		L + 3.25	%		3.75	%		3/3/2028		13,067		13,011		12,991		0.10
Trident TPI Holdings, Inc. (7)(11)		L + 3.25	%		4.25	%		10/17/2024		13,886		13,875		13,907		0.11
Trident TPI Holdings, Inc. (9)		L + 4.00	%		4.50	%		7/29/2028		7,433		7,426		7,440		0.06
												240,652		241,124		1.88
Distributors
BP Purchaser, LLC (4)(10)		L + 5.50	%		6.25	%		12/10/2028		34,800		34,110		34,104		0.27
Bution Holdco 2, Inc. (4)(11)		L + 6.25	%		7.25	%		10/17/2025		5,925		5,827		5,880		0.05

49

Blackstone Private Credit Fund

Consolidated Schedule of Investments

December 31, 2021

(in thousands)

(Unaudited)

Investments (1)	Reference Rate and Spread			Interest Rate (2)			Maturity Date		Par Amount/ Units		Cost (3)		Fair Value		Percentage of Net Assets
First Lien Debt (continued)
Distributors (continued)
Dana Kepner Company, LLC (4)(11)		L + 6.25	%		7.25	%		12/29/2026		14,850		14,601		14,887		0.12
Genuine Cable Group, LLC (4)(6)(7)(10)		L + 5.75	%		6.50	%		11/2/2026		22,695		22,079		22,239		0.17
Marcone Yellowstone Buyer, Inc. (7)(10)		L + 5.50	%		6.25	%		12/23/2028		83,636		81,696		81,696		0.64
NDC Acquisition Corp. (4)(11)		L + 5.75	%		6.75	%		3/9/2027		22,331		21,801		22,108		0.17
NDC Acquisition Corp. (4)(5)(7)(11) - Revolving Term Loan		L + 5.75	%		6.75	%		3/9/2027		214		133		180		0.00
Tailwind Colony Holding Corporation (4)(7)(11)		L + 7.50	%		8.50	%		11/13/2024		56,508		55,192		55,378		0.43
Tailwind Colony Holding Corporation (4)(11)		L + 6.25	%		7.25	%		11/13/2024		11,961		11,740		11,591		0.09
Unified Door & Hardware Group, LLC (4)(11)		L + 6.25	%		7.25	%		6/30/2025		53,486		52,614		53,218		0.41
												299,793		301,281		2.35
Diversified Consumer Services
Cambium Learning Group, Inc. (4)(7)(10)		L + 5.50	%		6.25	%		7/20/2028		968,124		959,067		968,124		7.53
Dreambox Learning Holding LLC (4)(10)		L + 6.25	%		7.00	%		12/1/2027		135,213		132,360		132,509		1.03
eResearchTechnology, Inc. (11)		L + 4.50	%		5.50	%		2/4/2027		28,103		28,220		28,234		0.22
Go Car Wash Management Corp. (4)(7)(11)		L + 5.75	%		6.75	%		12/31/2026		44,291		42,789		42,744		0.33
KUEHG Corp. (11)		L + 3.75	%		4.75	%		2/21/2025		22,830		22,577		22,417		0.17
LAH Borrower, LL (4)(6)(10)		L + 5.75	%		6.50	%		10/12/2027		9,250		9,071		9,215		0.07
Learning Care Group (11)		L + 3.25	%		4.25	%		3/13/2025		19,838		19,548		19,491		0.15
Loyalty Ventures, Inc. (9)		L + 4.50	%		5.00	%		11/3/2027		9,375		9,189		9,355		0.07
Pre-Paid Legal Services, Inc. (9)		L + 3.75	%		4.25	%		5/1/2025		23,239		23,007		23,133		0.18
Weld North Education, LLC (9)		L + 3.75	%		4.25	%		12/21/2027		24,271		24,271		24,307		0.19
												1,270,100		1,279,529		9.94
Diversified Financial Services
Barbri Holdings, Inc. (4)(7)(10)		L + 5.75	%		6.50	%		4/30/2028		166,707		163,558		165,040		1.28
Lereta, LLC (10)		L + 5.25	%		6.00	%		7/27/2028		34,635		34,309		34,664		0.27
Mitchell International, Inc. (9)		L + 3.75	%		4.25	%		10/15/2028		38,979		38,694		38,809		0.30
Sedgwick Claims Management Services, Inc. (6)(11)		L + 4.25	%		5.25	%		9/3/2026		2,450		2,474		2,457		0.02
Sedgwick Claims Management Services, Inc. (6)(8)		L + 3.25	%		3.35	%		12/31/2025		7,961		7,937		7,909		0.06
SelectQuote, Inc. (4)(7)(10)		L + 5.00	%		5.75	%		11/5/2024		277,963		275,701		277,079		2.16
												522,673		525,958		4.09
Diversified Telecommunication Services
Numericable US, LLC (6)(8)		L + 3.69	%		3.81	%		1/31/2026		5,050		5,056		5,016		0.04
Numericable US, LLC (6)(8)		L + 4.00	%		4.12	%		8/14/2026		23,829		23,851		23,745		0.18

50

Blackstone Private Credit Fund

Consolidated Schedule of Investments

December 31, 2021

(in thousands)

(Unaudited)

Investments (1)	Reference Rate and Spread			Interest Rate (2)			Maturity Date		Par Amount/ Units		Cost (3)		Fair Value		Percentage of Net Assets
First Lien Debt (continued)
Diversified Telecommunication Services (continued)
Point Broadband Acquisition, LLC (4)(7)(11)		L + 6.00	%		7.00	%		10/1/2028		162,000		157,216		157,037		1.22
												186,123		185,798		1.44
Electric Utilities
Qualus Power Services Corp. (4)(7)(11)		L + 5.50	%		6.50	%		3/26/2027		48,950		47,785		48,332		0.38
Electrical Equipment
Emergency Power Holdings, LLC (4)(7)(11)		L + 5.50	%		6.50	%		8/17/2028		195,000		190,778		190,539		1.48
Madison IAQ, LLC (9)		L + 3.25	%		3.75	%		6/16/2028		6,989		6,956		6,992		0.05
Radwell International, LLC (4)(6)(7)(10)		L + 5.50	%		6.25	%		7/13/2027		348,034		346,642		346,861		2.70
Relay Purchaser, LLC (4)(7)(10)		L + 6.00	%		6.75	%		8/30/2028		200,000		195,928		197,214		1.53
Shoals Holdings, LLC (4)(11)		L + 3.25	%		4.25	%		11/25/2026		11,377		11,140		11,434		0.09
												751,443		753,040		5.85
Electronic Equipment, Instruments & Components
Albireo Energy, LLC (4)(7)(11)		L + 6.00	%		7.00	%		12/23/2026		35,496		34,857		34,858		0.27
ConvergeOne Holdings, Inc. (7)(8)		L + 5.00	%		5.10	%		1/4/2026		31,765		28,772		29,603		0.23
CPI International, Inc. (11)		L + 3.25	%		4.25	%		7/26/2024		8,977		8,991		8,980		0.07
Infinite Bidco, LLC (9)		L + 3.75	%		4.25	%		2/24/2028		21,831		21,806		21,797		0.17
Ingram Micro, Inc. (9)		L + 3.50	%		4.00	%		3/31/2028		3,980		3,942		3,986		0.03
												98,369		99,224		0.77
Energy Equipment & Services
Abaco Energy Technologies, LLC (4)(11)		L  +  7.50 (incl. 1.00 PIK)	%  %		8.50	%		10/4/2024		10,668		10,058		10,482		0.08
EnergySolutions, LLC (11)		L + 3.75	%		4.75	%		5/9/2025		11,270		11,255		11,270		0.09
Tetra Technologies, Inc. (4)(6)(11)		L + 6.25	%		7.25	%		9/10/2025		22,793		21,815		22,793		0.18
												43,128		44,544		0.35
Entertainment
CE Intermediate I, LLC (4)(9)		L + 4.00	%		4.50	%		11/10/2028		7,778		7,701		7,729		0.06
Herschend Entertainment Co, LLC (9)		L + 3.75	%		4.25	%		8/27/2028		5,306		5,255		5,306		0.04
Recorded Books, Inc. (8)		L + 4.00	%		4.10	%		8/29/2025		15,615		15,631		15,623		0.12
												28,588		28,658		0.22

51

Blackstone Private Credit Fund

Consolidated Schedule of Investments

December 31, 2021

(in thousands)

(Unaudited)

Investments (1)	Reference Rate and Spread			Interest Rate (2)			Maturity Date		Par Amount/ Units		Cost (3)		Fair Value		Percentage of Net Assets
First Lien Debt (continued)
Food Products
CHG PPC Parent, LLC (9)		L + 3.00	%		3.50	%		11/16/2028		7,339		7,303		7,326		0.06
Quantum Bidco, Ltd. (6)(8)		S + 6.00	%		6.11	%		2/5/2028	£	18,500		24,474		24,712		0.19
Snacking Investments US, LLC (6)(11)		L + 4.00	%		5.00	%		12/18/2026		4,975		5,005		4,984		0.04
												36,782		37,022		0.29
Health Care Equipment & Supplies
CPI Holdco, LLC (4)(7)(10)		L + 5.50	%		6.25	%		11/1/2028		265,496		258,989		258,905		2.01
GCX Corporation Buyer, LLC (4)(7)(10)		L + 5.50	%		6.25	%		9/13/2027		197,505		193,079		192,880		1.50
Mozart Borrower LP (9)		L + 3.25	%		3.75	%		9/20/2028		30,000		29,171		30,027		0.23
Resonetics, LLC (10)		L + 4.00	%		4.75	%		4/28/2028		18,666		18,616		18,689		0.15
Sunshine Luxembourg VII S.à r.l, LLC (6)(10)		L + 3.75	%		4.50	%		10/2/2026		18,726		18,778		18,821		0.15
TecoStar Holdings, Inc. (11)		L + 3.50	%		4.50	%		5/1/2024		20,799		20,703		19,852		0.15
												539,336		539,175		4.19
Health Care Providers & Services
ACI Group Holdings, Inc. (4)(7)(10)		L + 5.50	%		6.25	%		8/2/2028		202,967		198,052		199,981		1.56
ADCS Clinics Intermediate Holdings, LLC (4)(7)(11)		L + 6.25	%		7.25	%		5/7/2027		43,521		42,636		42,961		0.33
ADMI Corp. (9)		L + 3.50	%		4.00	%		12/23/2027		15,586		15,514		15,582		0.12
AHP Health Partners, Inc. (9)		L + 3.50	%		4.00	%		8/4/2028		4,725		4,703		4,732		0.04
AMGH Holding Corp. (11)		L + 4.25	%		5.25	%		3/14/2025		11,762		11,768		11,735		0.09
Canadian Hospital Specialties Ltd. (4)(6)(7)(11)		L + 4.25	%		5.25	%		4/14/2028	C$	41,781		32,404		32,351		0.25
CCBlue Bidco, Inc. (4)(7)(10)		L + 6.25	%		7.00	%		12/21/2028		464,809		454,639		454,595		3.54
CHG Healthcare Services, Inc. (9)		L + 3.50	%		4.00	%		9/29/2028		8,978		8,938		8,990		0.07
Covenant Surgical Partners, Inc. (8)		L + 4.00	%		4.10	%		7/1/2026		2,975		2,931		2,946		0.02
Cross Country Healthcare, Inc. (4)(10)		L + 5.75	%		6.50	%		6/8/2027		113,594		111,423		112,458		0.87
DCA Investment Holdings, LLC (4)(7)(10)		L + 6.25	%		7.00	%		3/12/2027		36,706		36,191		36,297		0.28
Epoch Acquisition, Inc. (4)(11)		L + 6.75	%		7.75	%		10/4/2024		29,421		29,421		29,421		0.23
GC EOS Buyer, Inc. (8)		L + 4.50	%		4.60	%		8/1/2025		2,003		1,993		2,003		0.02
Global Medical Response, Inc. (11)		L + 4.25	%		5.25	%		10/2/2025		21,619		21,698		21,560		0.17
Gordian Medical, Inc. (10)		L + 6.25	%		7.00	%		3/29/2027		66,833		64,778		66,554		0.52
Heartland Dental, LLC (8)		L + 4.00	%		4.10	%		4/30/2025		15,057		14,999		15,054		0.12
ICS US Holdings, Inc. (6)(9)		L + 5.25	%		5.75	%		6/8/2028		35,000		33,250		33,250		0.26
Jayhawk Buyer, LLC (4)(11)		L + 5.00	%		6.00	%		10/15/2026		204,293		200,666		202,250		1.57

52

Blackstone Private Credit Fund

Consolidated Schedule of Investments

December 31, 2021

(in thousands)

(Unaudited)

Investments (1)	Reference Rate and Spread			Interest Rate (2)			Maturity Date		Par Amount/ Units		Cost (3)		Fair Value		Percentage of Net Assets
First Lien Debt (continued)
Health Care Providers & Services (continued)
LifePoint Health, Inc. (8)		L + 3.75	%		3.85	%		11/16/2025		10,000		10,018		10,005		0.08
Midwest Physician Administrative Services, LLC (10)		L + 3.25	%		4.00	%		3/5/2028		6,377		6,350		6,348		0.05
National Mentor Holdings, Inc. (7)(10)		L + 3.75	%		4.50	%		2/18/2028		11,320		11,038		10,943		0.09
Navigator Acquiror, Inc. (4)(7)(9)		L + 5.75	%		6.25	%		7/16/2027		375,002		371,541		373,127		2.90
Odyssey Holding Company, LLC (4)(11)		L + 5.75	%		6.75	%		11/16/2025		68,328		67,902		68,328		0.53
Onex TSG Intermediate Corp. (6)(10)		L + 4.75	%		5.50	%		2/28/2028		15,257		15,044		15,273		0.12
Padagis, LLC (6)(9)		L + 4.75	%		5.25	%		6/30/2028		10,371		10,296		10,338		0.08
Pathway Vet Alliance, LLC (8)		L + 3.75	%		3.85	%		3/31/2027		1,985		1,983		1,981		0.02
PetVet Care Centers, LLC (10)		L + 3.50	%		4.25	%		2/14/2025		31,505		31,530		31,540		0.25
Phoenix Guarantor, Inc. (8)		L + 3.25	%		3.35	%		3/5/2026		4,754		4,759		4,730		0.04
Phoenix Guarantor, Inc. (8)		L + 3.50	%		3.60	%		3/5/2026		8,086		8,086		8,064		0.06
Pluto Acquisition I, Inc. (8)		L + 4.00	%		4.18	%		6/22/2026		398		398		397		0.00
PSKW Intermediate, LLC (4)(11)		L + 6.25	%		7.25	%		3/9/2026		22,106		22,106		22,106		0.17
Radnet, Inc. (6)(10)		L + 3.00	%		3.75	%		4/22/2028		4,912		4,890		4,918		0.04
Reverb Buyer, Inc. (7)(9)		L + 3.50	%		4.00	%		11/1/2028		8,592		8,546		8,594		0.07
Smile Doctors, LLC (4)(7)(10)		L + 5.75	%		6.50	%		12/23/2028		398,136		388,413		388,500		3.02
Snoopy Bidco, Inc. (4)(7)(10)		L + 6.00	%		6.75	%		6/1/2028		396,000		383,095		388,125		3.02
Stepping Stones Healthcare Services, LLC (4)(7)(10)		L + 5.75	%		6.50	%		1/2/2029		132,563		129,011		129,008		1.00
Surgery Centers Holdings, Inc. (6)(10)		L + 3.75	%		4.50	%		8/31/2026		24,744		24,721		24,767		0.19
The GI Alliance Management, LLC (4)(7)(11)		L + 6.25	%		7.25	%		11/4/2024		211,618		208,856		209,542		1.63
TTF Holdings, LLC (4)(10)		L + 4.25	%		5.00	%		3/24/2028		6,551		6,507		6,567		0.05
Unified Women’s Healthcare, LLC (10)		L + 4.25	%		5.00	%		12/16/2027		20,334		20,333		20,382		0.16
U.S. Anesthesia Partners, Inc. (9)		L + 4.25	%		4.75	%		9/22/2028		29,018		28,878		28,984		0.23
US Oral Surgery Management Holdco, LLC (4)(7)(10)		L + 5.50	%		6.25	%		11/18/2027		131,930		128,607		128,952		1.00
WHCG Purchaser III, Inc. (4)(7)(10)		L + 5.75	%		6.50	%		6/22/2028		86,559		84,384		84,226		0.66
WP CityMD Bidco, LLC (9)		L + 3.25	%		3.75	%		11/18/2028		15,000		14,981		15,012		0.12
												3,278,275		3,293,479		25.64
Health Care Technology
athenahealth, Inc. (8)		L + 4.25	%		4.40	%		2/11/2026		19,188		19,298		19,215		0.15
Edifecs, Inc. (4)(10)		L + 5.50	%		6.25	%		9/21/2026		123,323		120,934		120,856		0.94
Edifecs, Inc. (4)(11)		L + 7.00	%		8.00	%		9/21/2026		29,660		29,533		30,549		0.24
FH MD Buyer, Inc. (10)		L + 5.00	%		5.75	%		6/16/2028		47,381		46,937		47,144		0.37

53

Blackstone Private Credit Fund

Consolidated Schedule of Investments

December 31, 2021

(in thousands)

(Unaudited)

Investments (1)	Reference Rate and Spread			Interest Rate (2)			Maturity Date		Par Amount/ Units		Cost (3)		Fair Value		Percentage of Net Assets
First Lien Debt (continued)
Health Care Technology (continued)
GI Ranger Intermediate, LLC (4)(7)(10)		L + 6.00	%		6.75	%		10/29/2028		117,720		115,039		114,970		0.89
Netsmart Technologies, Inc. (10)		L + 4.00	%		4.75	%		10/1/2027		24,813		24,916		24,900		0.19
NMC Crimson Holdings, Inc. (4)(7)(10)		L + 6.00	%		6.75	%		3/1/2028		71,173		68,879		69,279		0.54
Project Ruby Ultimate Parent Corp. (10)		L + 3.25	%		4.00	%		3/3/2028		8,547		8,507		8,549		0.07
Therapy Brands Holdings, LLC (4)(5)(7)(10)		L + 4.00	%		4.75	%		5/12/2028		6,357		6,328		6,357		0.05
Verscend Holding Corp. (8)		L + 4.00	%		4.10	%		8/27/2025		20,423		20,486		20,443		0.16
Waystar Technologies, Inc. (8)		L + 4.00	%		4.10	%		10/22/2026		23,226		23,299		23,236		0.18
												484,157		485,498		3.78
Hotels, Restaurants & Leisure
CEC Entertainment, Inc. (5)(8)		6.75	%		6.75	%		5/1/2026		79,800		79,780		78,287		0.61
Flynn Restaurant Group LP (9)		L + 4.25	%		4.75	%		12/1/2028		17,789		17,641		17,609		0.14
IRB Holding Corp. (11)		L + 3.25	%		4.25	%		12/15/2027		34,705		34,778		34,753		0.27
Tacala Investment Corp. (10)		L + 3.50	%		4.25	%		2/5/2027		35,473		35,557		35,454		0.28
												167,756		166,104		1.30
Household Durables
AI Aqua Merger Sub, Inc. (6)(7)(9)		L + 4.00	%		4.50	%		6/16/2028		16,024		15,984		16,097		0.13
Instant Brands Holdings, Inc. (10)		L + 5.00	%		5.75	%		4/12/2028		81,813		80,711		76,904		0.60
												96,694		93,000		0.73
Industrial Conglomerates
Bettcher Industries, Inc. (4)(11)		SOFR  +  4.00	%		4.12	%		12/13/2028		11,316		11,203		11,316		0.09
Engineered Machinery Holdings, Inc. (10)		L + 3.75	%		4.50	%		5/19/2028		15,525		15,510		15,510		0.12
Excelitas Technologies Corp. (11)		L + 3.50	%		4.50	%		12/2/2024		22,788		22,813		22,902		0.18
FCG Acquisitions, Inc. (9)		L + 3.75	%		4.25	%		3/16/2028		23,578		23,590		23,549		0.18
Madison Safety & Flow LLC (8)		L + 3.75	%		4.25	%		12/14/2028		5,195		5,169		5,201		0.04
Vertical US Newco, Inc. (6)(9)		L + 3.50	%		4.00	%		7/30/2027		15,650		15,731		15,681		0.12
												94,015		94,160		0.73

54

Blackstone Private Credit Fund

Consolidated Schedule of Investments

December 31, 2021

(in thousands)

(Unaudited)

Investments (1)	Reference Rate and Spread			Interest Rate (2)			Maturity Date		Par Amount/ Units		Cost (3)		Fair Value		Percentage of Net Assets
First Lien Debt (continued)
Insurance
Acrisure, LLC (8)		L + 3.50	%		3.72	%		2/15/2027		1,985		1,970		1,966		0.02
Acrisure, LLC (9)		L + 3.75	%		4.25	%		2/15/2027		12,180		12,078		12,180		0.09
Acrisure, LLC (9)		L + 4.25	%		4.75	%		2/15/2027		6,849		6,799		6,858		0.05
Alera Group, Inc. (4)(7)(10)		L + 5.50	%		6.25	%		9/30/2028		70,556		69,671		69,642		0.54
Alliant Holdings Intermediate, LLC (8)		L + 3.25	%		3.35	%		5/9/2025		8,017		8,008		7,947		0.06
Alliant Holdings Intermediate, LLC (9)		L + 3.50	%		4.00	%		10/8/2027		13,351		13,335		13,354		0.10
AssuredPartners, Inc. (9)		L + 3.50	%		4.00	%		2/12/2027		30,484		30,255		30,479		0.24
Baldwin Risk Partners, LLC (6)(9)		L + 3.50	%		4.00	%		10/14/2027		10,448		10,398		10,409		0.08
Benefytt Technologies, Inc. (4)(7)(10)		L + 6.00	%		6.75	%		8/12/2027		94,500		92,464		92,341		0.72
BroadStreet Partners, Inc. (8)		L + 3.00	%		3.10	%		1/27/2027		7,919		7,917		7,831		0.06
Foundation Risk Partners Corp. (4)(7)(10)		L + 5.75	%		6.50	%		10/29/2028		97,144		95,523		95,418		0.74
Galway Borrower, LLC (4)(7)(10)		L + 5.25	%		6.00	%		9/24/2028		238,194		233,541		233,365		1.82
High Street Buyer, Inc. (4)(7)(10)		L + 6.00	%		6.75	%		4/14/2028		92,587		90,757		90,519		0.70
Howden Group Holdings Limited (6)(10)		L + 3.25	%		4.00	%		11/12/2027		14,040		14,011		14,001		0.11
HUB International Limited (10)		L + 3.25	%		4.00	%		4/25/2025		12,595		12,576		12,610		0.10
HUB International Limited (8)		L + 2.75	%		2.87	%		4/25/2025		2,969		2,970		2,939		0.02
Integrity Marketing Acquisition, LLC (4)(7)(10)		L + 5.50	%		6.25	%		8/27/2025		36,854		35,775		36,165		0.28
Integrity Marketing Acquisition, LLC (4)(11)		L + 5.75	%		6.75	%		8/27/2025		39,758		39,280		39,659		0.31
Jones Deslauriers Insurance Management, Inc. (6)(7)(10)		C + 4.25	%		5.00	%		3/28/2028	C$	81,932		63,941		64,639		0.50
NFP Corp. (8)		L + 3.25	%		3.35	%		2/15/2027		9,525		9,506		9,388		0.07
PGIS Intermediate Holdings, LLC (4)(7)(10)		L + 5.50	%		6.25	%		10/14/2028		64,080		62,478		62,505		0.49
RSC Acquisition, Inc. (4)(5)(6)(7)(10)		L + 5.50	%		6.25	%		10/30/2026		24,096		23,610		24,034		0.19
SG Acquisition, Inc. (4)(9)		L + 5.00	%		5.50	%		1/27/2027		100,946		100,383		100,694		0.78
Tennessee Bidco Limited (4)(5)(6)(7)(8)		S + 7.00	%		7.05	%		8/3/2028	£	77,545		102,899		101,517		0.79
Tennessee Bidco Limited (4)(6)(8)		L + 7.00	%		7.15	%		8/3/2028		194,958		189,838		189,110		1.47
												1,329,987		1,329,568		10.33
Interactive Media & Services
Bungie, Inc. (4)(11)		L + 6.25	%		7.25	%		8/28/2024		2,500		2,500		2,500		0.02
Cengage Learning, Inc. (11)		L + 4.75	%		5.75	%		6/29/2026		18,953		18,758		19,028		0.15

55

Blackstone Private Credit Fund

Consolidated Schedule of Investments

December 31, 2021

(in thousands)

(Unaudited)

Investments (1)	Reference Rate and Spread			Interest Rate (2)			Maturity Date		Par Amount/ Units		Cost (3)		Fair Value		Percentage of Net Assets
First Lien Debt (continued)
Interactive Media & Services (continued)
MH Sub I, LLC (11)		L + 3.75	%		4.75	%		9/13/2024		34,088		34,142		34,201		0.27
Project Boost Purchaser, LLC (8)		L + 3.50	%		3.60	%		6/1/2026		990		990		990		0.01
Project Boost Purchaser, LLC (9)		L + 3.50	%		4.00	%		6/1/2026		10,468		10,442		10,481		0.08
SurveyMonkey, Inc. (6)(8)		L + 3.75	%		3.86	%		10/10/2025		6,829		6,823		6,804		0.05
												73,656		74,005		0.58
Internet & Direct Marketing Retail
Donuts, Inc. (4)(11)		L + 6.00	%		7.00	%		12/29/2026		113,838		111,902		113,268		0.88
Prodege International Holdings, LLC (4)(7)(10)		L + 5.75	%		6.50	%		12/15/2027		491,000		479,825		479,737		3.73
Shutterfly, LLC (4)(10)		L + 5.00	%		5.75	%		9/25/2026		160,969		159,357		159,761		1.24
Wireless Vision, LLC (4)(11)		L + 5.50	%		6.50	%		12/30/2025		22,715		22,715		22,715		0.18
												773,799		775,483		6.03
IT Services
Ahead DB Holdings, LLC (5)(10)		L + 3.75	%		4.50	%		10/18/2027		2,596		2,609		2,603		0.02
AI Altius Bidco, Inc. (4)(5)(6)(7)(10)		L + 5.50	%		6.25	%		12/1/2028		144,577		141,353		141,338		1.10
AI Altius Bidco, Inc. (4)(6)(7)(8)		9.75	%		9.75	%		12/1/2028		21,205		20,571		20,568		0.16
Dcert Buyer, Inc. (8)		L + 4.00	%		4.10	%		10/16/2026		13,244		13,263		13,236		0.10
Endurance International Group Holdings, Inc. (10)		L + 3.50	%		4.25	%		2/10/2028		31,555		31,393		31,333		0.24
Ensono Holdings, LLC (10)		L + 4.00	%		4.75	%		5/19/2028		41,033		40,949		41,054		0.32
Inovalon Holdings, Inc. (4)(7)(10)		L + 5.75	%		6.50	%		11/24/2028		931,793		907,468		907,254		7.06
Park Place Technologies, LLC (4)(11)		L + 5.00	%		6.00	%		11/10/2027		40,362		39,483		40,370		0.31
Razor Holdco, LLC (4)(10)		L + 5.75	%		6.50	%		10/25/2027		191,200		187,495		187,376		1.46
Red River Technology, LLC (4)(7)(11)		L + 6.00	%		7.00	%		5/26/2027		150,822		148,448		145,920		1.14
Sabre GLBL, Inc. (6)(9)		L + 3.50	%		4.00	%		12/17/2027		12,227		12,197		12,089		0.09
TierPoint, LLC (10)		L + 3.75	%		4.50	%		5/6/2026		19,767		19,658		19,800		0.15
Turing Holdco, Inc. (4)(6)(7)(8)		L + 6.00	%		6.13	%		8/3/2028		28,975		30,407		30,009		0.23
Virtusa Corp. (10)		L + 3.75	%		4.50	%		2/11/2028		19,367		19,370		19,452		0.15
												1,614,663		1,612,403		12.53
Leisure Products
Alterra Mountain Company (9)		L + 3.50	%		4.00	%		8/17/2028		4,988		5,003		4,988		0.04
Lew’s Intermediate Holdings, LLC (4)(10)		L + 5.00	%		5.75	%		1/26/2028		26,202		25,972		26,136		0.20
Lucky Bucks, LLC (6)(10)		L + 5.50	%		6.25	%		7/21/2027		58,000		56,906		57,130		0.44
Recess Holdings, Inc. (11)		L + 3.75	%		4.75	%		9/30/2024		19,824		19,800		19,768		0.15
												107,681		108,022		0.83
Life Sciences Tools & Services
Cambrex Corp. (10)		L + 3.50	%		4.25	%		12/4/2026		15,136		15,199		15,169		0.12
Curia Global, Inc. (10)		L + 3.75	%		4.50	%		8/30/2026		32,868		32,900		32,950		0.26
LSCS Holdings, Inc. (9)		L + 4.50	%		5.00	%		12/16/2028		15,748		15,664		15,772		0.12
Maravai Intermediate Holdings, LLC (6)(11)		L + 3.75	%		4.75	%		10/19/2027		1,978		2,000		1,989		0.02

56

Blackstone Private Credit Fund

Consolidated Schedule of Investments

December 31, 2021

(in thousands)

(Unaudited)

Investments (1)	Reference Rate and Spread			Interest Rate (2)			Maturity Date		Par Amount/ Units		Cost (3)		Fair Value		Percentage of Net Assets
First Lien Debt (continued)
Life Sciences Tools & Services (continued)
Packaging Coordinators Midco, Inc. (10)		L + 3.75	%		4.50	%		11/30/2027		10,694		10,683		10,707		0.08
												76,446		76,588		0.60
Machinery
Apex Tool Group, LLC (12)		L + 5.50	%		6.75	%		8/1/2024		70,120		70,206		68,987		0.54
ASP Blade Holdings, Inc. (9)		L + 4.00	%		4.50	%		10/13/2028		5,000		4,973		5,006		0.04
MHE Intermediate Holdings, LLC (4)(5)(7)(11)		L + 5.75	%		6.75	%		7/21/2027		9,912		9,709		9,700		0.08
Phoenix Services Merger Sub, LLC (11)		L + 3.75	%		4.75	%		3/1/2025		5,938		5,917		5,907		0.05
Pro Mach Group, Inc. (7)(11)		L + 4.00	%		5.00	%		8/31/2028		16,527		16,505		16,614		0.13
												107,311		106,214		0.84
Marine
Armada Parent, Inc. (4)(7)(10)		L + 5.75	%		6.50	%		10/29/2027		227,250		222,139		221,985		1.73
Media
Altice Financing S.A. (5)(6)(8)		5.75	%		5.75	%		8/15/2029		994		1,004		986		0.01
Digital Media Solutions, LLC (6)(10)		L + 5.00	%		5.75	%		5/24/2026		32,818		32,093		32,633		0.25
McGraw-Hill Education, Inc. (9)		L + 4.75	%		5.25	%		7/28/2028		28,790		28,514		28,704		0.22
Radiate Holdco, LLC (10)		L + 3.25	%		4.00	%		9/25/2026		27,000		26,934		26,944		0.21
Terrier Media Buyer, Inc. (8)		L + 3.50	%		3.60	%		12/17/2026		4,697		4,697		4,681		0.04
Univision Communications, Inc. (10)		L + 3.25	%		4.00	%		3/15/2026		14,860		14,838		14,912		0.12
												108,079		108,860		0.85
Metals & Mining
American Rock Salt Company, LLC (10)		L + 4.00	%		4.75	%		6/4/2028		20,895		20,877		20,869		0.16
SCIH Salt Holdings, Inc. (10)		L + 4.00	%		4.75	%		3/16/2027		29,854		29,802		29,612		0.23
												50,679		50,481		0.39
Oil, Gas & Consumable Fuels
Eagle Midstream Canada Finance, Inc. (4)(6)(13)		L + 6.25	%		7.75	%		11/26/2024		36,013		35,593		36,013		0.28
Freeport LNG Investments, LLLP (9)		L + 3.50	%		4.00	%		12/21/2028		4,230		4,190		4,195		0.03
Lucid Energy Group II Borrower, LLC (6)(10)		L + 4.25	%		5.00	%		11/24/2028		14,988		14,839		14,830		0.12
												54,622		55,038		0.43
Paper & Forest Products
Profile Products, LLC (4)(7)(10)		L + 5.50	%		6.25	%		11/12/2027		115,420		112,583		112,517		0.88
Pharmaceuticals
ANI Pharmaceuticals, Inc. (6)(10)		L + 6.00	%		6.75	%		4/27/2028		38,680		37,831		38,857		0.30
Jazz Pharmaceuticals, Inc. (6)(9)		L + 3.50	%		4.00	%		4/21/2028		5,985		5,957		6,015		0.05
Sharp Midco, LLC (4)(9)		L + 4.00	%		4.50	%		12/14/2028		5,323		5,309		5,329		0.04
												49,097		50,201		0.39

57

Blackstone Private Credit Fund

Consolidated Schedule of Investments

December 31, 2021

(in thousands)

(Unaudited)

Investments (1)	Reference Rate and Spread			Interest Rate (2)			Maturity Date		Par Amount/ Units		Cost (3)		Fair Value		Percentage of Net Assets
First Lien Debt (continued)
Professional Services
ALKU, LLC (4)(10)		L + 5.25	%		6.00	%		3/1/2028		164,239		162,776		163,418		1.27
Aqgen Island Holdings, Inc. (9)		L + 3.50	%		4.00	%		5/20/2028		34,000		33,854		33,915		0.26
Armor Holdco, Inc. (6)(9)		L + 4.50	%		5.00	%		12/11/2028		3,636		3,600		3,653		0.03
Ascend Performance Materials Operations, LLC (10)		L + 4.75	%		5.50	%		8/27/2026		4,962		5,034		4,998		0.04
BMC Acquisition, Inc. (11)		L + 5.25	%		6.25	%		12/28/2024		4,717		4,704		4,699		0.04
BPPH2 Limited (4)(6)(8)		S + 6.75	%		6.92	%		3/2/2028		40,700		54,988		55,653		0.43
Camelot US Acquisition, LLC (5)(6)(11)		L + 3.00	%		4.00	%		10/30/2026		4,950		4,967		4,953		0.04
Cast & Crew Payroll, LLC (8)		L + 3.50	%		3.60	%		2/9/2026		1,985		1,965		1,987		0.02
Cast & Crew Payroll, LLC (9)		L + 3.75	%		4.25	%		12/9/2028		5,000		4,988		5,009		0.04
CFGI Holdings, LLC (4)(6)(7)(10)		L + 5.25	%		6.00	%		11/1/2027		145,825		142,379		142,282		1.11
Claims Automation Intermediate 2, LLC (4)(7)(10)		L + 4.75	%		5.50	%		12/16/2027		45,833		43,702		43,686		0.34
Clearview Buyer, Inc. (4)(7)(10)		L + 5.25	%		6.00	%		8/26/2027		156,053		152,720		152,520		1.19
Deerfield Dakota Holding, LLC (11)		L + 3.75	%		4.75	%		4/9/2027		21,998		22,078		22,051		0.17
Emerald US, Inc. (6)(8)		L + 3.25	%		3.47	%		7/12/2028		3,929		3,925		3,912		0.03
Guidehouse LLP (4)(7)(10)		L + 5.50	%		6.25	%		10/16/2028		1,210,823		1,199,067		1,198,715		9.33
HIG Orca Acquisition Holdings, Inc. (4)(7)(11)		L + 6.00	%		7.00	%		8/17/2027		100,569		98,500		98,282		0.76
IG Investments Holdings, LLC (4)(7)(10)		L + 6.00	%		6.75	%		9/22/2028		596,565		584,680		592,797		4.61
Inmar, Inc. (11)		L + 4.00	%		5.00	%		5/1/2024		16,004		15,992		16,012		0.12
Kaufman Hall & Associates, LLC (4)(7)(10)		L + 5.50	%		6.25	%		12/14/2028		78,000		76,254		76,242		0.59
Kwor Acquisition, Inc. (4)(7)(10)		L + 5.25	%		6.00	%		12/22/2028		89,024		87,530		87,524		0.68
Material Holdings, LLC (4)(7)(10)		L + 5.75	%		6.50	%		8/19/2027		246,741		241,860		241,539		1.88
Minotaur Acquisition, Inc. (8)		L + 4.75	%		4.85	%		3/27/2026		18,566		18,560		18,496		0.14
National Intergovernmental Purchasing Alliance Co. (8)		L + 3.50	%		3.72	%		5/23/2025		5,032		5,010		5,009		0.04
Sherlock Buyer Corp. (4)(7)(8)		L + 5.75	%		5.75	%		12/8/2028		34,551		33,668		33,660		0.26
Trans Union, LLC (9)		L + 2.25	%		2.75	%		12/1/2028		8,119		8,098		8,108		0.06
Trinity Air Consultants Holdings Corp. (4)(7)(10)		L + 5.25	%		6.00	%		6/29/2027		147,943		144,779		144,486		1.12
Trinity Partners Holdings, LLC (4)(7)(10)		L + 5.75	%		6.50	%		12/21/2028		367,966		359,553		359,517		2.80
VT Topco, Inc. (7)(10)		L + 3.75	%		4.50	%		8/1/2025		14,552		14,469		14,556		0.11
West Monroe Partners, LLC (4)(7)(10)		L + 5.50	%		6.25	%		11/8/2028		735,429		721,023		720,229		5.60
												4,250,725		4,257,909		33.11

58

Blackstone Private Credit Fund

Consolidated Schedule of Investments

December 31, 2021

(in thousands)

(Unaudited)

Investments (1)	Reference Rate and Spread			Interest Rate (2)			Maturity Date		Par Amount/ Units		Cost (3)		Fair Value		Percentage of Net Assets
First Lien Debt (continued)
Real Estate Management & Development
Cumming Group, Inc. (4)(7)(11)		L + 5.75	%		6.75	%		5/26/2027		135,721		132,398		135,243		1.05
McCarthy & Stone PLC (5)(6)(8)		7.00	%		7.00	%		12/16/2025	£	20,000		28,004		26,936		0.21
Progress Residential PM Holdings, LLC (4)(7)(10)		L + 6.25	%		7.00	%		2/16/2028		70,324		68,756		71,027		0.55
												229,158		233,206		1.81
Road & Rail
Gruden Acquisition, Inc. (4)(7)(11)		L + 5.25	%		6.25	%		7/1/2028		78,593		76,447		76,286		0.59
Software
2U, Inc. (6)(10)		L + 5.75	%		6.50	%		11/30/2024		76,224		75,188		76,033		0.59
Apex Group Treasury, LLC (6)(9)		L + 3.75	%		4.25	%		7/27/2028		18,393		18,341		18,387		0.14
Apttus Corp. (10)		L + 4.25	%		5.00	%		4/27/2028		13,467		13,475		13,517		0.11
AxiomSL Group, Inc. (4)(7)(11)		L + 6.00	%		7.00	%		12/3/2027		79,013		77,385		77,203		0.60
Belfor Holdings, Inc. (4)(8)		L + 3.75	%		3.85	%		4/6/2026		4,962		4,980		4,974		0.04
Boxer Parent Company, Inc. (8)		L + 3.75	%		3.97	%		10/2/2025		11,997		11,996		11,937		0.09
Brave Parent Holdings, Inc. (8)		L + 4.00	%		4.10	%		4/18/2025		2,977		2,978		2,976		0.02
Byjus Alpha, Inc. (6)(10)		L + 5.50	%		6.25	%		11/5/2026		50,000		49,229		50,729		0.39
Cloudera, Inc. (9)		L + 3.75	%		4.25	%		8/9/2028		23,556		23,328		23,523		0.18
Connatix Buyer, Inc. (4)(7)(10)		L + 5.50	%		6.25	%		7/14/2027		113,154		110,466		110,238		0.86
CoreLogic, Inc. (9)		L + 3.50	%		4.00	%		6/2/2028		14,529		14,480		14,536		0.11
Cornerstone OnDemand, Inc. (9)		L + 3.75	%		4.25	%		10/16/2028		9,836		9,788		9,820		0.08
Delta Topco, Inc. (10)		L + 3.75	%		4.50	%		12/1/2027		22,388		22,475		22,440		0.17
Diligent Corporation (4)(11)		L + 5.75	%		6.75	%		8/4/2025		89,325		88,292		88,655		0.69
ECI Macola Max Holding, LLC (6)(10)		L + 3.75	%		4.50	%		11/9/2027		30,011		30,072		30,063		0.23
EP Purchaser, LLC (9)		L + 3.50	%		4.00	%		11/6/2028		6,947		6,918		6,959		0.05
Epicor Software Corp. (10)		L + 3.25	%		4.00	%		7/30/2027		9,037		9,060		9,041		0.07
Episerver, Inc. (4)(7)(11)		L + 5.50	%		6.50	%		4/9/2026		25,356		24,884		24,765		0.19
Experity, Inc. (4)(7)(10)		L + 5.50	%		6.25	%		7/22/2027		76,743		75,165		75,038		0.58
Flexera Software, LLC (10)		L + 3.75	%		4.50	%		1/26/2028		16,393		16,426		16,425		0.13
GI Consilio Parent, LLC (7)(9)		L + 4.00	%		4.50	%		4/30/2028		19,192		18,478		19,016		0.15
Gigamon Inc. (10)		L + 3.75	%		4.50	%		12/27/2024		22,565		22,603		22,610		0.18
GovernmentJobs.com, Inc. (4)(6)(7)(10)		L + 5.50	%		6.25	%		12/1/2028		145,966		142,065		142,025		1.10
GraphPAD Software, LLC (4)(7)(11)		L + 5.50	%		6.50	%		4/27/2027		35,804		35,270		35,318		0.27
Greeneden U.S. Holdings II, LLC (10)		L + 4.00	%		4.75	%		12/1/2027		34,775		34,908		34,938		0.27
HS Purchaser, LLC (10)		L + 4.00	%		4.75	%		11/19/2026		30,955		30,988		30,909		0.24
Hyland Software, Inc. (10)		L + 3.50	%		4.25	%		7/1/2024		23,314		23,362		23,431		0.18
Idera, Inc. (10)		L + 3.75	%		4.50	%		2/4/2028		41,607		41,506		41,626		0.32

59

Blackstone Private Credit Fund

Consolidated Schedule of Investments

December 31, 2021

(in thousands)

(Unaudited)

Investments (1)	Reference Rate and Spread			Interest Rate (2)			Maturity Date		Par Amount/ Units		Cost (3)		Fair Value		Percentage of Net Assets
First Lien Debt (continued)
Software (continued)
Imperva, Inc. (11)		L + 4.00	%		5.00	%		1/12/2026		19,317		19,404		19,316		0.15
Imprivata, Inc. (9)		L + 3.50	%		4.00	%		12/1/2027		3,980		3,992		3,982		0.03
ION Trading Finance Ltd. (6)(8)		L + 4.75	%		4.97	%		3/26/2028		18,310		18,305		18,381		0.14
Ivanti Software, Inc. (10)		L + 4.00	%		4.75	%		12/1/2027		3,993		3,985		3,979		0.03
Ivanti Software, Inc. (11)		L + 4.75	%		5.75	%		12/1/2027		14,357		14,328		14,397		0.11
LD Lower Holdings, Inc. (4)(7)(11)		L + 6.50	%		7.50	%		2/8/2026		118,976		116,974		117,786		0.92
MA FinanceCom, LLC (6)(11)		L + 4.25	%		5.25	%		6/5/2025		4,936		4,999		5,013		0.04
Mandolin Technology Intermediate Holdings, Inc. (4)(7)(9)		L + 3.75	%		4.25	%		7/6/2028		78,300		77,094		77,018		0.60
Maverick Acquisition, Inc. (4)(5)(7)(11)		L + 6.00	%		7.00	%		6/1/2027		49,180		48,049		48,526		0.38
Maverick Acquisition, Inc. (5)(10)		L + 3.75	%		4.50	%		4/28/2028		17,000		16,922		17,032		0.13
Medallia, Inc. (4)(6)(10)		L +  6.75 PIK	%		7.50	%		10/29/2028		677,068		663,808		663,527		5.16
Mic Glen, LLC (9)		L + 3.50	%		4.00	%		7/21/2028		4,011		3,991		3,990		0.03
Mobileum, Inc. (4)(11)		L + 4.75	%		5.75	%		8/12/2024		48,574		48,059		48,387		0.38
Monk Holding Co. (4)(7)(10)		L + 5.75	%		6.50	%		12/1/2027		92,268		89,502		89,533		0.70
MRI Software, LLC (7)(11)		L + 5.50	%		6.50	%		2/10/2026		13,261		13,185		13,244		0.10
Nintex Topco Limited (4)(6)(10)		L + 5.75	%		6.50	%		11/13/2028		655,025		642,181		641,925		4.99
Paya Holdings III, LLC (4)(5)(6)(7)(10)		L + 3.25	%		4.00	%		6/16/2028		9,476		9,314		9,433		0.07
Perforce Software, Inc. (8)		L + 3.75	%		3.85	%		7/1/2026		11,681		11,674		11,608		0.09
Project Alpha Intermediate Holding, Inc. (8)		L + 4.00	%		4.11	%		4/26/2024		23,781		23,846		23,848		0.19
Project Leopard Holdings, Inc. (11)		L + 4.75	%		5.75	%		7/7/2024		25,787		25,843		25,851		0.20
Quest Software US Holdings, Inc. (6)(8)		L + 4.25	%		4.38	%		5/16/2025		26,966		26,950		26,976		0.21
Relativity ODA, LLC (4)(7)(11)		L + 7.50 PIK	%		8.50	%		5/12/2027		44,197		43,150		43,460		0.34
Rocket Software, Inc. (8)		L + 4.25	%		4.35	%		11/28/2025		14,840		14,864		14,780		0.11
Rocket Software, Inc. (9)		L + 4.25	%		4.75	%		11/28/2025		8,292		8,106		8,293		0.06
S2P Acquisition Borrower, Inc. (6)(8)		L + 4.00	%		4.10	%		8/14/2026		2,970		2,979		2,971		0.02
Sovos Compliance, LLC (6)(7)(9)		L + 4.50	%		5.00	%		7/29/2028		12,567		12,537		12,623		0.10
SpecialtyCare, Inc. (4)(7)(11)		L + 5.75	%		6.75	%		6/18/2028		69,276		67,114		67,858		0.53
Spitfire Parent, Inc. (4)(7)(11)		L + 5.50	%		6.50	%		3/11/2027		106,399		104,361		105,197		0.82
Spitfire Parent, Inc. (4)(11)		L + 5.50	%		6.50	%		3/11/2027	€	19,403		23,040		21,844		0.17
Stamps.com, Inc. (4)(10)		L + 5.75	%		6.50	%		10/5/2028		860,712		844,090		843,498		6.56
Stamps.com, Inc. (4)(10)		L + 5.75	%		6.50	%		10/5/2028		10,123		9,922		9,921		0.08
Surf Holdings, LLC (6)(8)		L + 3.50	%		3.69	%		3/5/2027		6,445		6,449		6,404		0.05

60

Blackstone Private Credit Fund

Consolidated Schedule of Investments

December 31, 2021

(in thousands)

(Unaudited)

Investments (1)	Reference Rate and Spread			Interest Rate (2)			Maturity Date		Par Amount/ Units		Cost (3)		Fair Value		Percentage of Net Assets
First Lien Debt (continued)
Software (continued)
Tegra118 Wealth Solutions, Inc. (8)		L + 4.00	%		4.16	%		2/18/2027		3,960		3,986		3,967		0.03
The NPD Group L.P. (4)(6)(7)(10)		L + 6.00	%		6.75	%		12/1/2028		694,734		678,130		677,922		5.27
The Ultimate Software Group, Inc. (9)		L + 3.25	%		3.75	%		5/4/2026		26,777		26,777		26,682		0.21
Triple Lift, Inc. (4)(7)(10)		L + 5.75	%		6.50	%		5/6/2028		90,545		88,645		89,354		0.70
University Support Services, LLC (9)		L + 3.25	%		3.75	%		7/17/2025		10,000		9,950		9,972		0.08
Veritas US, Inc. (6)(11)		L + 5.00	%		6.00	%		9/1/2025		21,534		21,699		21,561		0.17
Virgin Pulse, Inc. (10)		L + 4.00	%		4.75	%		4/6/2028		42,447		42,066		41,987		0.33
Vision Solutions, Inc. (10)		L + 4.00	%		4.75	%		3/4/2028		36,178		36,013		36,178		0.28
												4,960,390		4,965,354		38.59
Specialty Retail
CustomInk, LLC (4)(11)		L + 6.21	%		7.21	%		5/3/2026		36,866		36,233		36,405		0.28
EG America, LLC (6)(9)		L + 4.25	%		4.75	%		3/10/2026		14,993		14,919		15,115		0.12
Petco Health & Wellness Co, Inc. (10)		L + 3.25	%		4.00	%		2/24/2028		4,899		4,887		4,899		0.04
PetSmart, Inc. (5)(10)		L + 3.75	%		4.50	%		2/11/2028		3,287		3,258		3,296		0.03
Runner Buyer, Inc. (10)		L + 5.50	%		6.25	%		10/20/2028		80,000		78,419		79,200		0.62
												137,715		138,916		1.09
Technology Hardware, Storage & Peripherals
Deliver Buyer, Inc. (8)		L + 5.00	%		5.13	%		5/1/2024		14,955		14,918		15,001		0.12
Lytx, Inc. (4)(11)		L + 6.75	%		7.75	%		2/28/2026		46,363		46,453		46,132		0.36
												61,370		61,133		0.48
Textiles, Apparel & Luxury Goods
Mad Engine Global, LLC (11)		L + 7.00	%		8.00	%		6/30/2027		26,831		26,204		26,429		0.21
S&S Holdings, LLC (9)		L + 5.00	%		5.50	%		3/4/2028		6,507		6,335		6,517		0.05
												32,540		32,946		0.26
Trading Companies & Distributors
Foundation Building Materials, Inc. (9)		L + 3.25	%		3.75	%		2/3/2028		4,975		4,956		4,947		0.04
LBM Acquisition, LLC (10)		L + 3.75	%		4.50	%		12/17/2027		34,953		34,839		34,694		0.27
Park River Holdings, Inc. (10)		L + 3.25	%		4.00	%		12/28/2027		35,482		34,625		35,205		0.27
Porcelain Acquisition Corp. (4)(7)(11)		L + 6.00	%		7.00	%		4/30/2027		71,334		68,594		68,732		0.53
Specialty Building Products Holdings, LLC (6)(9)		L + 3.75	%		4.25	%		10/15/2028		10,263		10,213		10,254		0.08
SRS Distribution, Inc. (9)		L + 3.75	%		4.25	%		6/4/2028		28,159		28,044		28,137		0.22
The Cook & Boardman Group, LLC (11)		L + 5.75	%		6.75	%		10/17/2025		68,817		67,235		67,131		0.52
												248,506		249,099		1.93

61

Blackstone Private Credit Fund

Consolidated Schedule of Investments

December 31, 2021

(in thousands)

(Unaudited)

Investments (1)	Reference Rate and Spread			Interest Rate (2)			Maturity Date		Par Amount/ Units		Cost (3)		Fair Value		Percentage of Net Assets
First Lien Debt (continued)
Transportation Infrastructure
AIT Worldwide Logistics Holdings, Inc. (10)		L + 4.75	%		5.50	%		3/31/2028		48,956		48,202		49,018		0.38
Atlas CC Acquisition Corp. (7)(10)		L + 4.25	%		5.00	%		4/28/2028		47,568		45,497		47,581		0.37
Capstone Logistics, LLC (7)(11)		L + 4.75	%		5.75	%		11/12/2027		22,459		22,524		22,511		0.18
First Student Bidco, Inc. (6)(9)		L + 3.00	%		3.50	%		7/21/2028		5,000		4,976		4,985		0.04
Frontline Road Safety, LLC (4)(7)(10)		L + 5.75	%		6.50	%		5/3/2027		136,605		134,176		131,482		1.02
Helix TS, LLC (4)(7)(10)		L + 5.75	%		6.50	%		8/4/2027		108,579		106,542		106,407		0.83
Liquid Tech Solutions Holdings, LLC (4)(10)		L + 4.75	%		5.50	%		3/19/2028		19,288		19,200		19,288		0.15
Roadsafe Holdings, Inc. (4)(7)(11)		L + 5.75	%		6.75	%		10/19/2027		90,519		88,772		89,465		0.70
Safety Borrower Holdings LP (4)(7)(11)		L + 5.75	%		6.75	%		9/1/2027		37,754		37,326		37,301		0.29
Sam Holding Co, Inc. (4)(7)(11)		L + 5.50	%		6.50	%		9/24/2027		153,220		149,468		149,290		1.16
Spireon, Inc. (4)(11)		L + 6.50	%		7.50	%		10/4/2024		42,624		42,624		42,624		0.33
TRP Infrastructure Services, LLC (4)(7)(11)		L + 5.50	%		6.50	%		7/9/2027		73,699		72,223		72,094		0.56
												771,529		772,045		6.01
Wireless Telecommunication Services
CCI Buyer, Inc. (10)		L + 3.75	%		4.50	%		12/17/2027		28,831		28,965		28,898		0.22
Total First Lien Debt											$	28,076,107	$	28,143,451		218.93	%
Second Lien Debt
Aerospace & Defense
Peraton Corp. (10)		L + 7.75	%		8.50	%		2/26/2029	$	50,000	$	49,310	$	50,813		0.40	%
Air Freight & Logistics
The Kenan Advantage Group, Inc. (4)(10)		L + 7.25	%		8.00	%		9/1/2027		33,015		32,355		32,974		0.26
Wwex Uni Topco Holdings, LLC (10)		L + 7.00	%		7.75	%		7/26/2029		33,000		32,544		33,144		0.26
												64,898		66,118		0.52
Chemicals
NIC Acquisition Corp. (10)		L + 7.75	%		8.50	%		12/29/2028		31,500		31,081		31,106		0.24
Commercial Services & Supplies
DG Investment Intermediate Holdings 2, Inc. (10)		L + 6.75	%		7.50	%		3/18/2029		29,464		29,331		29,538		0.23
USIC Holdings, Inc. (5)(10)		L + 6.50	%		7.25	%		5/7/2029		6,042		5,984		6,104		0.05
												35,314		35,641		0.28

62

Blackstone Private Credit Fund

Consolidated Schedule of Investments

December 31, 2021

(in thousands)

(Unaudited)

Investments (1)	Reference Rate and Spread			Interest Rate (2)			Maturity Date		Par Amount/ Units		Cost (3)		Fair Value		Percentage of Net Assets
Second Lien Debt (continued)
Construction & Engineering
COP Home Services TopCo IV, Inc. (4)(11)		L + 8.75	%		9.75	%		12/31/2028		43,277		42,496		43,277		0.34
Thermostat Purchaser III, Inc. (4)(7)(10)		L + 7.25	%		8.00	%		8/24/2029		32,725		32,215		32,438		0.25
												74,711		75,714		0.59
Diversified Consumer Services
Pre-Paid Legal Services, Inc. (9)		L + 7.00	%		7.50	%		12/7/2029		25,000		24,750		24,985		0.19
Health Care Providers & Services
Canadian Hospital Specialties Ltd. (4)(6)(8)		8.50	%		8.50	%		4/15/2029	C$	15,800		12,408		12,468		0.10
CD&R Artemis UK Bidco Ltd. (4)(6)(8)		S + 7.50	%		7.50	%		8/19/2029	£	80,340		101,796		100,908		0.78
Jayhawk Buyer, LLC (4)(11)		L + 8.75	%		9.75	%		10/15/2027		29,372		28,840		29,005		0.23
												143,044		142,381		1.11
Industrial Conglomerates
Victory Buyer, LLC (4)(9)		L + 7.00	%		7.50	%		11/1/2029		71,576		70,905		70,860		0.55
Insurance
Jones Deslauriers Insurance Management, Inc. (6)(7)(9)		C + 7.50	%		8.00	%		3/26/2029	C$	30,259		23,498		24,296		0.19
IT Services
Dcert Buyer, Inc. (8)		L + 7.00	%		7.10	%		2/16/2029		44,277		44,381		44,462		0.35
Inovalon Holdings, Inc. (4)(5)(10)		L + 10.50 PIK	%		11.25	%		11/24/2033		82,638		80,180		80,159		0.62
												124,562		124,621		0.97
Life Sciences Tools & Services
Curia Global, Inc. (4)(10)		L + 6.50	%		7.25	%		8/31/2029		83,824		82,217		82,147		0.64
LSCS Holdings, Inc. (9)		L + 8.00	%		8.50	%		11/30/2029		40,000		39,401		39,900		0.31
Phoenix Newco, Inc. (4)(9)		L + 6.50	%		7.00	%		11/15/2029		90,000		88,171		88,200		0.69
												209,789		210,247		1.64
Pharmaceuticals
Sharp Midco, LLC (4)(5)(9)		L + 7.25	%		7.75	%		12/31/2029		31,500		30,713		30,713		0.24
Professional Services
Aqgen Island Holdings, Inc. (5)(9)		L + 6.50	%		7.00	%		5/4/2029		28,238		27,969		28,388		0.22
Deerfield Dakota Holding, LLC (10)		L + 6.75	%		7.50	%		4/7/2028		19,650		19,561		20,080		0.16
VT Topco, Inc. (4)(10)		L + 6.75	%		7.50	%		7/31/2026		25,000		24,827		25,125		0.20
												72,358		73,593		0.58

63

Blackstone Private Credit Fund

Consolidated Schedule of Investments

December 31, 2021

(in thousands)

(Unaudited)

Investments (1)	Reference Rate and Spread			Interest Rate (2)			Maturity Date			Par Amount/ Units		Cost (3)		Fair Value		Percentage of Net Assets
Second Lien Debt (continued)
Software
Apex Group Treasury, LLC (4)(6)(9)		L + 6.75	%		7.25	%		7/27/2029			20,000		19,809		20,300		0.16
Celestial Saturn Parent, Inc. (9)		L + 6.50	%		7.00	%		4/13/2029			113,488		112,432		114,837		0.89
Cloudera, Inc. (9)		L + 6.00	%		6.50	%		8/9/2029			58,000		57,714		58,145		0.45
HS Purchaser, LLC (10)		L + 6.75	%		7.50	%		11/19/2027			71,000		71,128		71,030		0.55
Idera, Inc. (4)(10)		L + 6.75	%		7.50	%		2/4/2029			30,331		30,229		30,407		0.24
Mandolin Technology Intermediate Holdings, Inc. (4)(9)		L + 6.50	%		7.00	%		7/6/2029			31,950		31,529		31,471		0.24
Maverick Acquisition, Inc. (4)(10)		L + 6.75	%		7.50	%		4/28/2029			17,000		16,922		17,085		0.13
Mic Glen, LLC (9)		L + 6.75	%		7.25	%		6/22/2029			19,000		18,941		19,079		0.15
Proofpoint, Inc. (5)(9)		L + 6.25	%		6.75	%		6/8/2029			95,000		94,541		96,306		0.75
Quest Software US Holdings, Inc. (5)(6)(8)		L + 8.25	%		8.38	%		5/18/2026			11,098		11,103		11,113		0.09
Symphony Technology Group (10)		L + 8.25	%		9.00	%		5/3/2029			81,667		80,397		81,335		0.63
Virgin Pulse, Inc. (4)(10)		L + 7.25	%		8.00	%		3/30/2029			29,000		28,835		28,746		0.22
Vision Solutions, Inc. (5)(10)		L + 7.25	%		8.00	%		3/4/2029			107,950		107,130		108,119		0.84
													680,709		687,973		5.34
Trading Companies & Distributors
Icebox Holdco III, Inc. (9)		L + 6.75	%		7.25	%		12/16/2029			22,500		22,275		22,599		0.18
Transportation Infrastructure
Atlas CC Acquisition Corp. (4)(5)(10)		L + 7.63	%		8.38	%		5/25/2029			44,520		43,903		43,852		0.34
Drive Chassis Holdco, LLC (8)		L + 6.75	%		6.87	%		4/10/2026			97,751		97,837		98,362		0.77
													141,740		142,214		1.11
Total Second Lien Debt												$	1,799,656	$	1,813,872		14.11	%
Structured Finance Obligations
522 Funding CLO 2020-6, Ltd. (4)(5)(6)(8)		L + 6.50	%		6.50	%		10/23/2034		$	3,000	$	3,000	$	2,971		0.02	%
AIMCO CLO Series 2015-A (5)(6)(8)		L + 6.60	%		6.72	%		10/17/2034			7,450		7,450		7,441		0.06
Apidos CLO XXXIII (5)(6)(8)		L + 6.35	%		6.57	%		10/24/2034	��		5,000		4,951		4,972		0.04
Apidos CLO XXXVI, LLC (4)(5)(6)(8)		L + 5.95	%		6.14	%		7/20/2034			8,500		8,500		8,424		0.07
Ares LXI CLO, Ltd. (4)(5)(6)(8)		L + 6.25	%		6.47	%		10/20/2034			7,750		7,750		7,749		0.06
Ares LXII CLO, Ltd. (4)(5)(6)(8)		L + 6.50	%		6.50	%		1/25/2034			9,000		9,000		8,998		0.07

64

Blackstone Private Credit Fund

Consolidated Schedule of Investments

December 31, 2021

(in thousands)

(Unaudited)

Investments (1)	Reference Rate and Spread			Interest Rate (2)			Maturity Date		Par Amount/ Units		Cost (3)		Fair Value		Percentage of Net Assets
Structured Finance Obligations (continued)
Ares XXVII CLO, Ltd. (5)(6)(8)		L + 6.75	%		6.88	%		10/20/2034		7,000		6,931		6,964		0.05
Balboa Bay Loan Funding 2021-2, Ltd. (4)(5)(6)(8)		L + 6.60	%		6.77	%		1/20/2035		7,000		6,930		6,965		0.05
Barings CLO, Ltd. (4)(5)(6)(8)		L + 6.25	%		6.41	%		7/15/2034		6,000		6,000		5,999		0.05
Barings CLO, Ltd. (4)(5)(6)(8)		L + 6.65	%		6.65	%		1/18/2035		7,200		7,200		7,200		0.06
Benefit Street Partners CLO XXI (4)(5)(6)(8)		L + 6.75	%		6.92	%		7/15/2034		9,500		9,469		9,411		0.07
Carlyle US CLO 2020-1, Ltd. (4)(5)(6)(8)		L + 6.25	%		6.38	%		7/20/2034		7,000		7,000		6,859		0.05
Carval CLO V-C, LTD. (4)(5)(6)(8)		L + 6.75	%		6.75	%		10/15/2034		8,000		7,920		7,920		0.06
CIFC Funding 2019-III, Ltd. (4)(5)(6)(8)		L + 6.80	%		6.98	%		10/16/2034		8,000		8,000		7,991		0.06
Dryden 95 CLO, Ltd. (4)(5)(6)(8)		L + 6.15	%		6.35	%		8/20/2034		8,000		8,000		7,955		0.06
Elmwood CLO III, Ltd. (4)(5)(6)(8)		L + 6.50	%		6.62	%		10/20/2034		3,500		3,500		3,481		0.03
Elmwood CLO VI, Ltd. (5)(6)(8)		L + 6.50	%		6.62	%		10/20/2034		4,000		4,000		3,978		0.03
Flatiron RR CLO 22, LLC (5)(6)(8)		L + 6.20	%		6.34	%		10/15/2034		5,000		5,000		4,957		0.04
Fort Washington CLO 2021-2, Ltd. (4)(5)(6)(8)		L + 6.61	%		6.81	%		10/20/2034		12,000		11,883		11,808		0.09
Galaxy XXV CLO, Ltd. (4)(5)(6)(8)		L + 5.95	%		6.16	%		10/25/2031		4,000		3,943		3,966		0.03
Goldentree Loan Management US Clo 8 Ltd. (4)(5)(6)(8)		L + 6.15	%		6.32	%		10/20/2034		6,200		6,200		6,122		0.05
Gulf Stream Meridian 5, Ltd. (4)(5)(6)(8)		L + 6.33	%		6.45	%		7/15/2034		3,500		3,487		3,475		0.03
Halseypoint Clo 5, Ltd. (4)(5)(6)(8)		L + 6.95	%		6.95	%		1/30/2035		9,500		9,310		9,310		0.07
Jamestown CLO XIV, Ltd. (5)(6)(8)		L + 7.20	%		7.33	%		10/20/2034		10,000		9,802		9,851		0.08
Kayne CLO III, Ltd. (4)(5)(6)(8)		L + 6.50	%		6.62	%		4/15/2032		5,000		5,009		4,998		0.04
Morgan Stanley Eaton Vance Clo 2021-1, Ltd. (5)(6)(8)		L + 6.75	%		6.90	%		10/20/2034		6,500		6,500		6,493		0.05
Neuberger Berman Loan Advisers CLO 38, Ltd. (5)(6)(8)		L + 6.25	%		6.38	%		10/20/2035		11,000		11,000		10,906		0.08
OCP CLO 2021-22, Ltd. (4)(5)(6)(8)		L + 6.60	%		6.77	%		12/2/2034		7,500		7,500		7,500		0.06
Octagon Investment Partners 41, Ltd. (5)(6)(8)		L + 7.13	%		7.25	%		10/15/2033		5,000		4,976		4,988		0.04
Palmer Square CLO 2019-1, Ltd. (4)(5)(6)(8)		L + 6.50	%		6.50	%		11/14/2034		12,000		12,000		12,000		0.09

65

Blackstone Private Credit Fund

Consolidated Schedule of Investments

December 31, 2021

(in thousands)

(Unaudited)

Investments (1)	Reference Rate and Spread			Interest Rate (2)			Maturity Date		Par Amount/ Units		Cost (3)		Fair Value		Percentage of Net Assets
Structured Finance Obligations (continued)
Post CLO 2021-1, Ltd. (4)(5)(6)(8)		L + 6.45	%		6.65	%		10/15/2034		6,000		6,000		6,000		0.05
PPM CLO 2, Ltd. (4)(5)(6)(8)		L + 6.55	%		6.67	%		4/16/2032		5,000		5,008		4,976		0.04
PPM CLO 4, Ltd. (5)(6)(8)		L + 6.50	%		6.62	%		10/18/2034		8,775		8,775		8,753		0.07
PPM CLO 5, Ltd. (5)(6)(8)		L + 6.50	%		6.63	%		10/18/2034		4,800		4,800		4,788		0.04
Rad CLO 14, Ltd. (4)(5)(6)(8)		L + 6.50	%		6.50	%		1/15/2035		6,750		6,750		6,750		0.05
Rockford Tower CLO 2021-3, Ltd. (5)(6)(8)		L + 6.72	%		6.85	%		10/20/2034		4,000		3,941		3,942		0.03
RR 19, Ltd. (5)(6)(8)		L + 6.50	%		6.65	%		10/15/2035		3,000		3,000		2,985		0.02
Sound Point CLO XXVII, Ltd. (4)(5)(6)(8)		L + 6.56	%		6.69	%		10/25/2034		6,900		6,764		6,672		0.05
Trestles Clo IV, Ltd. (4)(5)(6)(8)		L + 6.25	%		6.40	%		7/21/2034		8,000		8,000		8,000		0.06
Vibrant CLO XII, Ltd. (4)(5)(6)(8)		L + 7.11	%		7.33	%		1/20/2034		2,875		2,849		2,847		0.02
Vibrant CLO XIII, Ltd. (4)(5)(6)(8)		L + 7.06	%		7.23	%		7/15/2034		6,250		6,190		6,202		0.05
Voya CLO 2019-4, Ltd. (4)(5)(6)(8)		L + 6.71	%		6.71	%		1/15/2035		8,250		8,085		8,085		0.06
Voya CLO 2020-2, Ltd. (4)(5)(6)(8)		L + 6.40	%		6.52	%		7/19/2034		5,000		4,901		4,959		0.04
Total Structured Finance Obligations											$	287,275	$	286,610		2.23	%
Unsecured Debt
IT Services
Endurance International Group Holdings, Inc. (5)(8)		6.00	%		6.00	%		2/15/2029	$	6,272	$	6,061	$	5,842		0.05	%
Total Unsecured Debt											$	6,061	$	5,842		0.05	%
Equity
Aerospace & Defense
Corfin Holdco, Inc. - Common Stock (4)										52,143	$	125	$	233		0.00	%
Loar Acquisition 13, LLC - Common Units (4)										2,890,586		4,336		4,885		0.04
												4,461		5,118		0.04
Air Freight & Logistics
AGI Group Holdings LP - A2 Units (4)										1,674		1,674		1,802		0.01
Mode Holdings, L.P. - Class A-2 Common Units (4)										1,076,923		1,077		1,938		0.02
												2,751		3,741		0.03
Distributors
Box Co-Invest Blocker, LLC (4)										3,308,320		3,308		3,308		0.03

66

Blackstone Private Credit Fund

Consolidated Schedule of Investments

December 31, 2021

(in thousands)

(Unaudited)

Investments (1)	Reference Rate and Spread	Interest Rate (2)	Maturity Date	Par Amount/ Units		Cost (3)		Fair Value		Percentage of Net Assets
Equity (continued)
Diversified Consumer Services
Cambium Holdings, LLC - Senior Preferred Interests (4)					29,194,330		28,735		33,787		0.26
Deneb Ultimate Topco, LLC - Class A Units (4)					4,060		4,060		4,060		0.03
							32,795		37,846		0.29
Diversified Telecommunication Services
Point Broadband Holdings, LLC - Class A Units (4)					12,870		10,915		10,915		0.08
Point Broadband Holdings, LLC - Class B Units (4)					685,760		1,955		1,954		0.02
							12,870		12,869		0.10
Health Care Equipment & Supplies
GCX Corporation Group Holdings, L.P. - Class A-2 Units (4)					4,500		4,500		4,500		0.04
Health Care Providers & Services
CD&R Artemis Holdco 2 Limited - Preferred Shares (4)(6)					33,000,000		43,662		44,916		0.35
CD&R Ulysses Equity Holdings, L.P. - Common Shares (4)(6)					6,000,000		6,090		6,120		0.05
Jayhawk Holdings, LP - A-1 Common Units (4)					12,472		2,220		3,279		0.03
Jayhawk Holdings, LP - A-2 Common Units (4)					6,716		1,195		1,766		0.01
							53,167		56,080		0.44
IT Services
NC Ocala Co-Invest Beta, L.P. - LP Interest (4)					25,687,196		25,687		25,687		0.20
Professional Services
Guidehouse Holding Corp. - Preferred Equity (4)					54,010		52,935		55,230		0.43
OHCP V TC COI, LP. - LP Interest (4)					6,500,000		6,500		6,500		0.05
							59,435		61,730		0.48
Software
Connatix Parent, LLC - Class L Common Units (4)					126,136		1,388		1,388		0.01
Lobos Parent, Inc. - Series A Preferred Shares (4)(6)					45,090		43,963		44,327		0.34
Mandolin Technology Holdings, Inc. - Series A Preferred Shares (4)					31,950,000		30,992		32,417		0.25
							76,342		78,131		0.60

67

Blackstone Private Credit Fund

Consolidated Schedule of Investments

December 31, 2021

(in thousands)

(Unaudited)

Investments (1)	Reference Rate and Spread	Interest Rate (2)	Maturity Date	Par Amount/ Units		Cost (3)		Fair Value		Percentage of Net Assets
Equity (continued)
Transportation Infrastructure
Atlas Intermediate Holding LLC - Preferred Interest (4)					34,238		33,725		35,950		0.28
Frontline Road Safety Investments, LLC - Class A Common Units (4)					41,304		4,363		3,942		0.03
Ncp Helix Holdings, LLC. - Preferred Shares (4)					1,485,282		1,116		1,192		0.01
							39,204		41,084		0.32
Total Equity Investments						$	314,520	$	330,095		2.57	%
Total Investments—non-controlled/non-affiliated						$	30,483,619	$	30,579,871		237.89	%
Investments—non-controlled/affiliated
Equity
Distributors
GSO DL Co-Invest EIS LP (EIS Acquisition Holdings, LP) - Class A Common Units (4)(14)						$	583	$	1,614		0.01	%
Total Equity						$	583	$	1,614		0.01	%
Total Investments—non-controlled/affiliated						$	583	$	1,614		0.01	%
Investments—controlled/affiliated
Equity
Diversified Financial Services
Specialty Lending Company LLC - LLC Interest (4)(5)(6)						$	212,400	$	212,400		1.65	%
Specialty Retail
GSO DL CoInvest CI LP (CustomInk, LLC) - Series A Preferred Units (4)(14)							1,421		1,809		0.01
Total Equity						$	213,821	$	214,209		1.66	%
Total Investments—controlled/affiliated						$	213,821	$	214,209		1.66	%
Total Investment Portfolio						$	30,698,023	$	30,795,693		239.57	%
Cash and Cash Equivalents
Other Cash and Cash Equivalents						$	617,986	$	617,986		4.81	%
Total Portfolio Investments, Cash and Cash Equivalents						$	31,316,009	$	31,413,679		244.38	%

68

Blackstone Private Credit Fund

Consolidated Schedule of Investments

December 31, 2021

(in thousands)

(Unaudited)

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

(2) Variable rate loans to the portfolio companies bear interest at a rate that is determined by reference to either L, CDOR or C, SONIA or S, Euribor or E, SOFR, or an alternate base rate (commonly based on the F or the P), which generally resets periodically. For each loan, the Company has indicated the reference rate used and provided the spread and the interest rate in effect as of December 31, 2021. Variable rate loans typically include an interest reference rate floor feature. As of December 31, 2021, 92.8% of the debt portfolio at fair value had an interest rate floor above zero.

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

(4) These investments were valued using unobservable inputs and are considered Level 3 investments. Fair value was determined in good faith by or under the direction of the Board (see Note 2 and Note 5), pursuant to the Company’s valuation policy.

(5) These debt investments are not pledged as collateral under any of the Company’s credit facilities. For other debt investments that are pledged to the Company’s credit facilities, a single investment may be divided into parts that are individually pledged as collateral to separate credit facilities. Any other debt investments listed above are pledged to financing facilities or CLOs and are not available to satisfy the creditors of the Company.

(6) The investment is not a qualifying asset under Section 55(a) of the 1940 Act. The Company may not acquire any non-qualifying asset unless, at the time of acquisition, qualifying assets represent at least 70% of the Company’s total assets. As of December 31, 2021, non-qualifying assets represented 18.9% of total assets as calculated in accordance with regulatory requirements.

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

Investments—non-controlled/non-affiliated	Commitment Type		Commitment Expiration Date		Unfunded Commitment		Fair Value
First and Second Lien Debt
ACI Group Holdings, Inc.		Delayed Draw Term Loan		8/2/2023	$	74,169	$	—
ACI Group Holdings, Inc.		Revolver		8/2/2027		21,482		(215	)
ADCS Clinics Intermediate Holdings, LLC		Delayed Draw Term Loan		5/7/2023		4,642		—
ADCS Clinics Intermediate Holdings, LLC		Revolver		5/7/2027		3,902		(78	)
AI Altius Bidco, Inc.		Delayed Draw Term Loan		12/21/2023		34,698		(347	)
AI Aqua Merger Sub, Inc.		Delayed Draw Term Loan		12/13/2023		2,003		—
Albireo Energy, LLC		Delayed Draw Term Loan		6/23/2022		11,026		—
Alera Group, Inc.		Delayed Draw Term Loan		9/30/2028		41,129		—

69

Blackstone Private Credit Fund

Consolidated Schedule of Investments

December 31, 2021

(in thousands)

(Unaudited)

Investments—non-controlled/non-affiliated	Commitment Type		Commitment Expiration Date		Unfunded Commitment		Fair Value
First and Second Lien Debt (continued)
Armada Parent, Inc.		Delayed Draw Term Loan		10/29/2023		22,500		(225	)
Armada Parent, Inc.		Revolver		10/29/2027		24,750		—
Ascend Buyer, LLC		Revolver		9/30/2027		6,467		—
Atlas CC Acquisition Corp.		Delayed Draw Term Loan		5/26/2026		14,403		—
Atlas CC Acquisition Corp.		Revolver		5/26/2026		18,518		—
AxiomSL Group, Inc.		Delayed Draw Term Loan		12/3/2027		5,478		(110	)
AxiomSL Group, Inc.		Revolver		12/3/2025		5,983		(120	)
Barbri , Inc.		Delayed Draw Term Loan		4/28/2023		22,662		—
Bazaarvoice, Inc.		Delayed Draw Term Loan		11/7/2022		57,432		—
Bazaarvoice, Inc.		Revolver		5/7/2026		42,994		—
Benefytt Technologies, Inc.		Delayed Draw Term Loan		8/12/2023		26,865		(269	)
Cambium Learning Group, Inc.		Revolver		7/20/2028		101,715		—
Canadian Hospital Specialties Ltd.		Delayed Draw Term Loan		4/14/2023		8,795		(166	)
Canadian Hospital Specialties Ltd.		Revolver		4/14/2027		3,581		—
Capstone Logistics, LLC		Delayed Draw Term Loan		11/12/2027		1,350		—
CCBlue Bidco, Inc.		Delayed Draw Term Loan		12/21/2023		91,739		(917	)
CFGI Holdings, LLC		Delayed Draw Term Loan		11/2/2027		22,800		(228	)
CFGI Holdings, LLC		Revolver		11/2/2027		19,950		(399	)
Claims Automation Intermediate 2, LLC		Delayed Draw Term Loan		12/16/2027		68,521		(685	)
Claims Automation Intermediate 2, LLC		Revolver		12/16/2027		27,271		(545	)
Clearview Buyer, Inc.		Delayed Draw Term Loan		8/26/2024		33,015		—
Clearview Buyer, Inc.		Revolver		2/26/2027		4,043		—
Connatix Buyer, Inc.		Delayed Draw Term Loan		7/14/2023		32,700		(327	)
Connatix Buyer, Inc.		Revolver		7/14/2027		16,294		—
COP Home Services TopCo IV, Inc.		Revolver		12/31/2025		7,664		—
Corfin Holdings, Inc.		Delayed Draw Term Loan		3/27/2022		40,892		—
CPI Holdco, LLC		Delayed Draw Term Loan		5/1/2023		78,721		—
CPI Holdco, LLC		Revolver		11/1/2026		28,928		(579	)
Cumming Group, Inc.		Delayed Draw Term Loan		5/26/2027		51,930		(478	)
Cumming Group, Inc.		Revolver		5/26/2027		21,499		—
DCA Investment Holdings, LLC		Delayed Draw Term Loan		3/12/2023		5,850		—
Dominion Colour Corporation		Delayed Draw Term Loan		5/6/2027		7,649		—
Emergency Power Holdings, LLC		Delayed Draw Term Loan		8/17/2023		56,100		—
Engineered Stone Group Holdings III Ltd.		Delayed Draw Term Loan		11/22/2023		114,384		—
Episerver, Inc.		Delayed Draw Term Loan		4/9/2026		10,185		(153	)
Episerver, Inc.		Revolver		4/9/2026		3,833		(57	)
Experity, Inc.		Revolver		7/22/2027		8,532		(171	)
Fencing Supply Group Acquisition, LLC		Delayed Draw Term Loan		2/26/2023		57,125		—
Foundation Risk Partners Corp.		Delayed Draw Term Loan		10/29/2023		8,430		—
Foundation Risk Partners Corp.		Revolver		10/29/2027		9,529		(143	)
Frontline Road Safety, LLC - A		Delayed Draw Term Loan		5/3/2027		5,129		—
Frontline Road Safety, LLC - B		Delayed Draw Term Loan		5/3/2022		39,526		—

70

Blackstone Private Credit Fund

Consolidated Schedule of Investments

December 31, 2021

(in thousands)

(Unaudited)

Investments—non-controlled/non-affiliated	Commitment Type		Commitment Expiration Date		Unfunded Commitment		Fair Value
First and Second Lien Debt (continued)
Galway Borrower, LLC		Delayed Draw Term Loan		9/30/2023		3,958		—
Galway Borrower, LLC		Revolver		9/30/2027		2,113		(42	)
GCX Corporation Buyer, LLC		Delayed Draw Term Loan		9/13/2023		67,500		—
Genuine Cable Group, LLC		Delayed Draw Term Loan		5/1/2023		5,911		—
GI Consilio Parent, LLC		Revolver		5/14/2026		6,300		—
GI Ranger Intermediate, LLC		Delayed Draw Term Loan		10/29/2023		18,000		(180	)
GI Ranger Intermediate, LLC		Revolver		10/29/2027		10,800		(216	)
Go Car Wash Management Corp.		Delayed Draw Term Loan		8/31/2023		50,861		—
GovernmentJobs.com, Inc.		Delayed Draw Term Loan		11/30/2023		62,600		—
GovernmentJobs.com, Inc.		Revolver		11/30/2027		19,764		(395	)
GraphPAD Software, LLC		Delayed Draw Term Loan		4/27/2027		8,571		(86	)
GraphPAD Software, LLC		Revolver		4/27/2027		2,832		—
Great Day Improvements, LLC		Revolver		12/28/2027		38,271		(765	)
Gruden Acquisition, Inc.		Delayed Draw Term Loan		7/1/2023		10,283		—
Gruden Acquisition, Inc.		Revolver		7/1/2026		9,000		(225	)
Guidehouse LLP		Revolver		10/15/2027		95,825		—
Helix TS, LLC		Delayed Draw Term Loan		8/3/2023		49,261		—
HIG Orca Acquisition Holdings, Inc.		Delayed Draw Term Loan		8/17/2023		18,629		(186	)
HIG Orca Acquisition Holdings, Inc.		Revolver		8/17/2027		4,442		—
High Street Buyer, Inc.		Delayed Draw Term Loan		4/16/2028		6,636		—
High Street Buyer, Inc.		Revolver		4/16/2027		4,186		(84	)
IG Investments Holdings, LLC		Revolver		9/22/2027		22,414		—
Inovalon Holdings, Inc		Delayed Draw Term Loan		6/24/2024		99,544		(1,244	)
Integrity Marketing Acquisition, LLC		Delayed Draw Term Loan		8/27/2025		7,318		—
Integrity Marketing Acquisition, LLC		Delayed Draw Term Loan		7/9/2023		73,250		(549	)
Java Buyer, Inc.		Delayed Draw Term Loan		12/15/2023		94,266		(943	)
Java Buyer, Inc.		Revolver		12/15/2027		27,134		(543	)
Jones Deslauriers Insurance Management, Inc.		Delayed Draw Term Loan		3/28/2022		12,385		—
Jones Deslauriers Insurance Management, Inc. (2nd Lien)		Delayed Draw Term Loan		3/28/2022		1,943		—
Kaufman Hall & Associates, LLC		Delayed Draw Term Loan		12/14/2023		19,840		(198	)
Knowledge Pro Buyer, Inc.		Delayed Draw Term Loan		12/10/2023		18,452		(185	)
Knowledge Pro Buyer, Inc.		Revolver		12/10/2027		6,824		—
KPSKY Acquisition, Inc.		Delayed Draw Term Loan		10/19/2023		10,688		—
Kwor Acquisition, Inc.		Revolver		12/22/2027		10,976		—
L&S Mechanical Acquisition, LLC		Delayed Draw Term Loan		9/1/2022		36,794		—
LD Lower Holdings, Inc.		Delayed Draw Term Loan		2/8/2023		19,979		—
Linquest Corp.		Delayed Draw Term Loan		1/27/2023		44,775		(448	)
Mandolin Technology Intermediate Holdings, Inc.		Revolver		7/30/2026		10,800		(108	)
Marcone Yellowstone Buyer, Inc.		Delayed Draw Term Loan		6/23/2028		26,764		—
Material Holdings, LLC		Delayed Draw Term Loan		8/19/2023		31,793		—

71

Blackstone Private Credit Fund

Consolidated Schedule of Investments

December 31, 2021

(in thousands)

(Unaudited)

Investments—non-controlled/non-affiliated	Commitment Type		Commitment Expiration Date		Unfunded Commitment		Fair Value
First and Second Lien Debt (continued)
Material Holdings, LLC		Revolver		8/17/2027		13,353		—
Maverick Acquisition, Inc.		Delayed Draw Term Loan		6/1/2023		16,185		—
Metis Buyer, Inc.		Revolver		5/4/2026		4,725		—
MHE Intermediate Holdings, LLC		Delayed Draw Term Loan		7/21/2023		509		—
MHE Intermediate Holdings, LLC		Revolver		7/21/2027		804		(16	)
Mobileum, Inc.		Delayed Draw Term Loan		8/12/2024		26,377		—
Monk Holding Co.		Delayed Draw Term Loan		12/1/2023		42,074		—
MRI Software, LLC		Delayed Draw Term Loan		2/10/2026		8,316		—
MRI Software, LLC		Revolver		2/10/2026		673		—
National Mentor Holdings, Inc.		Delayed Draw Term Loan		2/18/2028		777		—
Navigator Acquiror, Inc.		Delayed Draw Term Loan		7/16/2023		122,548		—
NDC Acquisition Corp.		Revolver		3/9/2027		3,211		—
New Arclin US Holding Corp.		Delayed Draw Term Loan		3/30/2023		2,950		—
NMC Crimson Holdings, Inc.		Delayed Draw Term Loan		3/1/2023		31,400		(471	)
Onex Baltimore Buyer, Inc.		Delayed Draw Term Loan		12/1/2023		30,494		—
Paya Holdings III, LLC		Revolver		6/16/2028		3,375		—
Peak Utility Services Group, Inc.		Delayed Draw Term Loan		12/6/2028		7,200		—
PGIS Intermediate Holdings, LLC		Delayed Draw Term Loan		10/16/2028		24,646		(246	)
PGIS Intermediate Holdings, LLC		Revolver		10/16/2028		6,274		(47	)
Point Broadband Acquisition, LLC		Delayed Draw Term Loan		10/1/2023		73,003		(913	)
Porcelain Acquisition Corp.		Delayed Draw Term Loan		4/30/2022		33,940		(997	)
Pro Mach Group, Inc.		Delayed Draw Term Loan		8/31/2028		2,079		—
Prodege International Holdings, LLC		Delayed Draw Term Loan		12/15/2022		144,262		(1,443	)
Profile Products, LLC		Delayed Draw Term Loan		11/12/2027		25,460		—
Profile Products, LLC		Revolver		11/12/2027		16,973		(339	)
Progress Residential PM Holdings, LLC		Delayed Draw Term Loan		2/16/2022		16,623		—
Qualus Power Services Corp.		Delayed Draw Term Loan		3/26/2023		9,016		—
R1 Holdings, LLC		Delayed Draw Term Loan		4/19/2022		5,686		—
Radwell International, LLC		Delayed Draw Term Loan		7/13/2023		29,219		—
Radwell International, LLC		Revolver		7/13/2027		34,375		—
Red River Technology, LLC		Delayed Draw Term Loan		5/26/2023		47,832		—
Relativity ODA, LLC		Revolver		5/12/2027		4,937		(74	)
Relay Purchaser, LLC		Revolver		8/30/2026		28,571		(286	)
Reverb Buyer, Inc.		Delayed Draw Term Loan		11/1/2028		1,637		—
Roadsafe Holdings, Inc.		Delayed Draw Term Loan		10/19/2022		14,867		—
RSC Acquisition, Inc.		Delayed Draw Term Loan		10/30/2026		25,904		—
RWL Holdings, LLC		Delayed Draw Term Loan		12/1/2027		58,064		(581	)
Safety Borrower Holdings LP		Delayed Draw Term Loan		9/1/2022		8,390		—
Safety Borrower Holdings LP		Revolver		9/1/2027		3,356		(34	)
Sam Holding Co, Inc.		Delayed Draw Term Loan		9/24/2023		44,400		—
Sam Holding Co, Inc.		Revolver		3/24/2027		24,000		(480	)
SEKO Global Logistics Network, LLC		Delayed Draw Term Loan		12/30/2022		15,200		(228	)
SEKO Global Logistics Network, LLC		Revolver		12/30/2026		4,080		—

72

Blackstone Private Credit Fund

Consolidated Schedule of Investments

December 31, 2021

(in thousands)

(Unaudited)

Investments—non-controlled/non-affiliated	Commitment Type		Commitment Expiration Date		Unfunded Commitment		Fair Value
First and Second Lien Debt (continued)
SelectQuote, Inc.		Delayed Draw Term Loan		11/5/2024		58,933		—
Sherlock Buyer Corp.		Delayed Draw Term Loan		12/1/2028		11,177		(112	)
Sherlock Buyer Corp.		Revolver		12/8/2027		4,445		—
Smile Doctors, LLC		Delayed Draw Term Loan		12/21/2023		68,380		—
Smile Doctors, LLC		Revolver		12/21/2027		49,461		—
Snoopy Bidco, Inc.		Delayed Draw Term Loan		6/1/2023		129,000		—
Sovos Compliance, LLC		Delayed Draw Term Loan		8/11/2028		2,170		—
SpecialtyCare, Inc.		Delayed Draw Term Loan		6/18/2023		7,139		(18	)
SpecialtyCare, Inc.		Revolver		6/18/2026		5,935		—
Spitfire Parent, Inc.		Delayed Draw Term Loan		9/4/2022		13,833		—
Stepping Stones Healthcare Services, LLC		Delayed Draw Term Loan		12/30/2023		45,312		(453	)
Stepping Stones Healthcare Services, LLC		Revolver		12/30/2026		22,501		(450	)
Tailwind Colony Holding Corporation		Delayed Draw Term Loan		2/10/2022		6,519		—
Tennessee Bidco Limited		Delayed Draw Term Loan		8/3/2028		102,901		—
The Action Environmental Group, Inc		Delayed Draw Term Loan		1/16/2026		8,518		—
The GI Alliance Management, LLC		Delayed Draw Term Loan		2/5/2023		65,222		—
The NPD Group L.P.		Revolver		12/1/2027		52,471		(487	)
Therapy Brands Holdings, LLC		Delayed Draw Term Loan		5/18/2028		1,627		—
Thermostat Purchaser III, Inc.		Delayed Draw Term Loan		8/31/2028		7,481		—
Thermostat Purchaser III, Inc.		Revolver		8/31/2026		8,125		—
Thermostat Purchaser III, Inc. (2nd Lien)		Delayed Draw Term Loan		8/31/2023		5,600		—
Trident TPI Holdings, Inc.		Delayed Draw Term Loan		9/15/2028		597		—
Trinity Air Consultants Holdings Corp.		Delayed Draw Term Loan		6/29/2023		44,729		—
Trinity Air Consultants Holdings Corp.		Revolver		6/29/2027		2,556		—
Trinity Partners Holdings, LLC		Delayed Draw Term Loan		12/21/2023		109,037		(1,090	)
Triple Lift, Inc.		Revolver		5/6/2028		14,295		(286	)
TRP Infrastructure Services, LLC		Delayed Draw Term Loan		1/9/2023		13,187		(132	)
Turing Holdco, Inc.		Delayed Draw Term Loan		8/3/2028		13,977		—
US Oral Surgery Management Holdco, LLC		Delayed Draw Term Loan		1/7/2022		49,353		—
US Oral Surgery Management Holdco, LLC		Revolver		11/18/2027		12,932		(259	)
West Monroe Partners, LLC		Delayed Draw Term Loan		11/9/2023		188,572		—
West Monroe Partners, LLC		Revolver		11/9/2027		70,714		—
VT Topco, Inc.		Delayed Draw Term Loan		8/1/2025		2,553		—
WHCG Purchaser III, Inc.		Delayed Draw Term Loan		6/22/2023		37,932		—

73

Blackstone Private Credit Fund

Consolidated Schedule of Investments

December 31, 2021

(in thousands)

(Unaudited)

Investments—non-controlled/non-affiliated	Commitment Type		Commitment Expiration Date		Unfunded Commitment		Fair Value
First and Second Lien Debt (continued)
WHCG Purchaser III, Inc.		Revolver		6/22/2026		12,486		(250	)
Specialty Lending Company LLC		LLC Interest				102,600		—
Total Unfunded Commitments					$	4,870,500	$	(22,301	)

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

(9) The interest rate floor on these investments as of December 31, 2021 was 0.50%.

(10) The interest rate floor on these investments as of December 31, 2021 was 0.75%.

(11) The interest rate floor on these investments as of December 31, 2021 was 1.00%.

(12) The interest rate floor on these investments as of December 31, 2021 was 1.25%.

(13) The interest rate floor on these investments as of December 31, 2021 was 1.50%.

(14) Under the 1940 Act, the Company is deemed to “control” a portfolio company if the Company owns more than 25% of its outstanding voting securities and/or held the power to exercise control over the management or policies of the portfolio company. Under the 1940 Act, the Company is deemed an “affiliated person” of a portfolio company if the Company owns 5% or more of the portfolio company’s outstanding voting securities. As of December 31, 2021, the Company’s controlled/affiliated and non-controlled/affiliated investments were as follows:

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

ADDITIONAL INFORMATION

Foreign currency forward contracts

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

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

74

Blackstone Private Credit Fund

Notes to Consolidated Financial Statements

(Unaudited)

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

Note 1. Organization

Blackstone Private Credit Fund (together with its consolidated subsidiaries “BCRED” or the “Company”), is a Delaware statutory trust formed on February 11, 2020. The Company was formed to invest primarily in originated loans and other securities, including broadly syndicated loans, of private U.S. companies. The Company is a non-diversified, closed-end management investment company that has elected to be regulated as a business development company (“BDC”) under the Investment Company Act of 1940, as amended (the “1940 Act”). The Company is externally managed by Blackstone Credit BDC Advisors LLC (the “Adviser”). The Adviser is an affiliate of Blackstone Alternative Credit Advisors LP (the “Administrator” and, collectively with its affiliates in the credit-focused business of Blackstone Inc. (“Blackstone”), “Blackstone Credit,” which, for the avoidance of doubt, excludes Harvest Fund Advisers LLC and Blackstone Insurance Solutions). The Company has elected to be treated for U.S. federal income tax purposes, and intends to qualify annually thereafter, as a regulated investment company (“RIC”) as defined under Subchapter M of the Internal Revenue Code of 1986, as amended (the “Code”).

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

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

The Company accepted purchase orders and held investors’ funds in an interest-bearing escrow account until the Company received purchase orders for at least $100.0 million, excluding shares purchased by the Adviser, its affiliates and trustees and officers, in any combination of purchases of Class S shares, Class D shares and Class I shares, and the Company’s Board of Trustees (the “Board”) authorized the release of funds in the escrow account. As of January 7, 2021, the Company had satisfied the minimum offering requirement and commenced its operations after the Company’s Board had authorized the release of proceeds from escrow. As of

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such date, the Company issued and sold 32,560,141 shares (consisting of 2,750,840 Class S shares, and 29,809,301 Class I shares at an offering price of $25.00 per share; no Class D shares were issued or sold as of such date), and the escrow agent released net proceeds of approximately $814.0 million to the Company as payment for such shares.

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

Note 2. Significant Accounting Policies

Basis of Presentation

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

The interim consolidated financial statements have been prepared in accordance with U.S. GAAP for interim financial information and pursuant to the requirements for reporting on Form 10-Q and Article 6 and Article 10 of Regulation S-X. Accordingly, certain disclosures accompanying the annual consolidated financial statements prepared in accordance with U.S. GAAP are omitted. In the opinion of management, all adjustments considered necessary for the fair presentation of financial statements for the interim period presented, have been included. The current period’s results of operations will not necessarily be indicative of results that ultimately may be achieved for the fiscal year ending December 31, 2022.

All intercompany balances and transactions have been eliminated.

Use of Estimates

The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements. Such amounts could differ from those estimates and such differences could be material. Assumptions and estimates regarding the valuation of investments involve a higher degree of judgment and complexity and these assumptions and estimates may be significant to the consolidated financial statements. Actual results may ultimately differ from those estimates.

Consolidation

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

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

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Cash and Cash Equivalents and Restricted Cash

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

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

Investments

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

The Company is required to report its investments for which current market values are not readily available at fair value. The Company values its investments in accordance with ASC 820, Fair Value Measurements (“ASC 820”), which defines fair value as the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the applicable measurement date. ASC 820 prioritizes the use of observable market prices derived from such prices over entity-specific inputs. Due to the inherent uncertainties of valuation, certain estimated fair values may differ significantly from the values that would have been realized had a ready market for these investments existed, and these differences could be material. See “– Note 5. Fair Value Measurements.”

Where available, fair value is based on observable market prices or parameters or derived from such prices or parameters. The Company utilizes mid-market pricing (i.e., mid-point of average bid and ask prices) to value these investments. These market quotations are obtained from independent pricing services, if available, and otherwise from at least two principal market makers or primary market dealers. To assess the continuing appropriateness of pricing sources and methodologies, the Adviser regularly performs price verification procedures and issues challenges, as necessary, to independent pricing services or brokers, and any differences are reviewed in accordance with the valuation procedures. The Adviser does not adjust the prices unless it has a reason to believe market quotations are not reflective of the fair value of an investment. Examples of events that would cause market quotations to not reflect fair value could include cases when a security trades infrequently or not at all, causing a quoted purchase or sale price to become stale, or in the event of a “fire sale” by a distressed seller. All price overrides require approval from the Board.

Where prices or inputs are not available or, in the judgment of the Board, not reliable, valuation techniques based on the facts and circumstances of the particular investment will be utilized. Securities that are not publicly traded or for which market prices are not readily available are valued at fair value as determined in good faith by the Board, based on, among other things, the input of the Adviser, the Audit Committee of the Board (the “Audit Committee”) and independent valuation firms engaged on the recommendation of the Adviser and at the direction of the Board. These valuation approaches involve some level of management estimation and judgment, the degree of which is dependent on the price transparency for the investments or market and the investments’ complexity.

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With respect to the quarterly valuation of investments, the Company’s Board undertake a multi-step valuation process each quarter in connection with determining the fair value of our investments for which reliable market quotations are not readily available as of the last calendar day of each quarter, which includes, among other procedures, the following:

• The valuation process begins with each investment being preliminarily valued by the Adviser’s valuation team in conjunction with the Adviser’s investment professionals responsible for each portfolio investment;

• In addition, independent valuation firms engaged by the Board prepare quarter-end valuations of such investments except de minimis investments, as determined by the Adviser. The independent valuation firms provide a final range of values on such investments to the Board and the Adviser. The independent valuation firms also provide analyses to support their valuation methodology and calculations;

• The Adviser’s Valuation Committee reviews each valuation recommendation to confirm they have been calculated in accordance with the valuation policy and compares such valuations to the independent valuation firms’ valuation ranges to ensure the Adviser’s valuations are reasonable;

• The Adviser’s Valuation Committee makes valuation recommendations to the Audit Committee;

• The Audit Committee reviews the valuation recommendations made by the Adviser’s Valuation Committee, including the independent valuation firms’ quarterly valuations, and once approved, recommends them for approval by the Board; and

• The Board reviews the valuation recommendations of the Audit Committee and determines the fair value of each investment in the portfolio in good faith based on the input of the Audit Committee, the Adviser’s Valuation Committee and, where applicable, the independent valuation firms and other external service providers.

When the Company determines its NAV as of the last day of a month that is not also the last day of a calendar quarter, the Company intends to update the value of securities with reliable market quotations to the most recent market quotation. For securities without reliable market quotations, pursuant to a process approved by the Board, the Adviser’s valuation team will generally value such assets at the most recent quarterly valuation unless the Adviser determines that a significant observable change has occurred since the most recent quarter end with respect to the investment (which determination may be as a result of a material event at a portfolio company, material change in market spreads, secondary market transaction in the securities of an investment or otherwise). If the Adviser determines such a change has occurred with respect to one or more investments, the Adviser will determine whether to update the value for each relevant investment using a range of values from an independent valuation firm, where applicable, in accordance with the Company’s valuation policy, pursuant to a process approved by the Board. Additionally, the Adviser may otherwise determine to update the most recent quarter end valuation of an investment without reliable market quotations that the Adviser considers to be material to the Company using a range of values from an independent valuation firm. Month-end NAV determinations are ratified subsequently by the Board at its next regularly scheduled meeting.

As part of the valuation process, the Board will take into account relevant factors in determining the fair value of our investments for which reliable market quotations are not readily available, many of which are loans, including and in combination, as relevant, of: (i) the estimated enterprise value of a portfolio company, (ii) the nature and realizable value of any collateral, (iii) the portfolio company’s ability to make payments based on its earnings and cash flow, (iv) the markets in which the portfolio company does business, (v) a comparison of the portfolio company’s securities to any similar publicly traded securities, and (vi) overall changes in the interest rate environment and the credit markets that may affect the price at which similar investments may be made in the future. When an external event such as a purchase transaction, public offering or subsequent equity or debt sale occurs, the Board or its delegates will consider whether the pricing indicated by the external event corroborates its valuation.

The Board has and will continue to engage independent valuation firms to provide assistance regarding the determination of the fair value of the Company’s portfolio securities for which market quotations are not readily

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available or are readily available but deemed not reflective of the fair value of the investment each quarter, and the Board may reasonably rely on that assistance. However, the Board is responsible for the ultimate valuation of the portfolio investments at fair value as determined in good faith pursuant to the Company’s valuation policy and a consistently applied valuation process.

Receivables/Payables From Investments Sold/Purchased

Receivables/payables from investments sold/purchased consist of amounts receivable to or payable by the Company for transactions that have not settled at the reporting date. As of June 30, 2022 and December 31, 2021, the Company had $733.3 million and $663.6 million, respectively, of receivables for investments sold. As of June 30, 2022 and December 31, 2021, the Company had $1,949.3 million and $997.4 million, respectively, of payables for investments purchased.

Derivative Instruments

The Company recognizes all derivative instruments as assets or liabilities at fair value in its consolidated financial statements.

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

From time to time, the Company may enter into forward currency contracts which is an obligation between two parties to purchase or sell a specific currency for an agreed-upon price at a future date. The Company utilizes forward currency contracts to economically hedge the currency exposure associated with certain foreign-denominated debt issued by the Company. The use of forward currency contracts does not eliminate fluctuations in the price of the underlying debt the Company has, but establishes a rate of exchange in advance. Fluctuations in the value of these contracts are measured by the difference in the exchange rates on the contract date and reporting date and are recorded as unrealized appreciation (depreciation). Realized gains (losses) and unrealized appreciation (depreciation) on the contracts are included in the Consolidated Statements of Operations.

Additionally, the Company uses interest rate swaps to mitigate interest rate risk associated with the Company’s fixed rate liabilities. The Company designated certain interest rate swaps as the hedging instrument in a qualifying fair value hedge accounting relationship, and therefore the change in fair value of the hedging instrument and hedged item are recorded in interest expense and recognized as components of interest expense in the Consolidated Statements of Operations. Depending on the nature of the balance at period end, the fair value of the interest rate swap is either included as a derivative asset or derivative liability on the Company’s Consolidated Statements of Assets and Liabilities. The change in fair value of the interest rate swap is offset by a change in the carrying value of the fixed rate debt. Changes in fair value of interest rate swaps entered into by the Company not designated as hedging instruments, are presented through current period gains or losses.

The fair value of the Company’s derivatives are recorded on the Consolidated Statements of Assets and Liabilities by counterparty on a net basis, not taking into account collateral posted which is recorded separately, if subject to an enforceable master netting agreement.

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Forward Purchase Agreement

The Company was party to a forward purchase agreement (the “Facility Agreement”, defined in Note 7) whereby it is obligated to purchase certain assets that were acquired by the Financing Provider, subject to certain contingencies.

Forward purchase agreements are recognized at fair value through current period gains or losses on the date on which the contract is entered into and are subsequently re-measured at fair value. All forward purchase agreements are carried as assets when fair value is positive and as liabilities when fair value is negative. A forward purchase agreement is derecognized when the obligation specified in the contract is discharged, canceled or expired.

Foreign Currency Transactions

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

The Company includes net changes in fair values on investments held resulting from foreign exchange rate fluctuations in translation of assets and liabilities in foreign currencies on the Consolidated Statements of Operations, if any. Foreign security and currency translations may involve certain considerations and risks not typically associated with investing in U.S. companies and U.S. government securities. These risks include, but are not limited to, currency fluctuations and revaluations and future adverse political, social and economic developments, which could cause investments in foreign markets to be less liquid and prices more volatile than those of comparable U.S. companies or U.S. government securities.

Revenue Recognition

Interest Income

Interest income is recorded on an accrual basis and includes the accretion of discounts and amortizations of premiums. Discounts from and premiums to par value on debt investments purchased are accreted/amortized into interest income over the life of the respective security using the effective interest method. The amortized cost of debt investments represents the original cost, including loan origination fees and upfront fees received that are deemed to be an adjustment to yield, adjusted for the accretion of discounts and amortization of premiums, if any. Upon prepayment of a loan or debt security, any prepayment premiums, unamortized upfront loan origination fees and unamortized discounts are recorded as interest income in the current period. For the three and six months ended June 30, 2022, the Company recorded $1.4 million and $1.4 million, respectively, in non-recurring interest income (e.g. prepayment premiums, accelerated accretion of upfront loan origination fees and unamortized discounts). For the three and six months ended June 30, 2021, the Company recorded $0.2 million and $1.1 million, respectively, in non-recurring interest income (e.g. prepayment premiums, accelerated accretion of upfront loan origination fees and unamortized discounts).

PIK Income

The Company has loans in its portfolio that contain payment-in-kind (“PIK”) provisions. PIK represents interest that is accrued and recorded as interest income at the contractual rates, increases the loan principal on the respective capitalization dates, and is generally due at maturity. Such income is included in interest income in the Consolidated Statements of Operations. If at any point the Company believes PIK is not expected to be realized, the investment generating PIK will be placed on non-accrual status. When a PIK investment is placed on non-accrual status, the accrued, uncapitalized interest is generally reversed through interest income. To maintain the

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Company’s status as a RIC, this non-cash source of income must be paid out to shareholders in the form of dividends, even though the Company has not yet collected cash. For the three and six months ended June 30, 2022, the Company recorded PIK income of $31.4 million and $52.8 million, respectively. For the three and six months ended June 30, 2021, the Company recorded PIK income of $0.6 million and $0.7 million, respectively.

Dividend Income

Dividend income on preferred equity securities is recorded on the accrual basis to the extent that such amounts are payable by the portfolio company and are expected to be collected. Dividend income on common equity securities is recorded on the record date for private portfolio companies or on the ex-dividend date for publicly-traded portfolio companies. For the three and six months ended June 30, 2022, the Company recorded dividend income of $24.3 million and $45.1 million, respectively. For the three and six months ended June 30, 2021, the Company recorded no dividend income.

Fee Income

The Company may receive various fees in the ordinary course of business such as structuring, consent, waiver, amendment, syndication and other miscellaneous fees as well as fees for managerial assistance rendered by the Company to the portfolio companies. Such fees are recognized as income when earned or the services are rendered. For the three and six months ended June 30, 2022, the Company recorded fee income of $13.4 million and $14.1 million, respectively. For the three and six months ended June 30, 2021, the Company recorded fee income of $8.1 million and $8.2 million, respectively.

Non-Accrual Income

Loans are generally placed on non-accrual status when there is reasonable doubt whether principal or interest will be collected in full. Accrued interest is generally reversed when a loan is placed on non-accrual status. Additionally, any original issue discount and market discount are no longer accreted to interest income as of the date the loan is placed on non-accrual status. Interest payments received on non-accrual loans may be recognized as income or applied to principal depending upon management’s judgment regarding collectability. Non-accrual loans are restored to accrual status when past due principal and interest is paid current and, in management’s judgment, are likely to remain current. Management may make exceptions to this treatment and determine to not place a loan on non-accrual status if the loan has sufficient collateral value and is in the process of collection. As of June 30, 2022 and December 31, 2021, no loans in the portfolio were on non-accrual status.

Organization and Offering Expenses

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

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

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

Deferred Financing Costs and Debt Issuance Costs

Deferred financing and debt issuance costs represent fees and other direct incremental costs incurred in connection with the Company’s borrowings. These expenses are deferred and amortized into interest expense

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over the life of the related debt instrument. Deferred financing costs related to revolving credit facilities are presented separately as an asset on the Company’s Statements of Assets and Liabilities. Debt issuance costs related to any issuance of installment debt or notes are presented net against the outstanding debt balance of the related security.

Income Taxes

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

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

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

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

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

Allocation of Income, Expenses, Gains and Losses

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

Distributions

To the extent that the Company has taxable income available, the Company intends to make monthly distributions to its shareholders. Distributions to shareholders are recorded on the record date. All distributions will be paid at the discretion of the Board and will depend on the Company’s earnings, financial condition,

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maintenance of our tax treatment as a RIC, compliance with applicable BDC regulations and such other factors as the Board may deem relevant from time to time. Although the gross distribution per share is generally equivalent for each share class, the net distribution for each share class is reduced for any class specific expenses, including distribution and shareholder servicing fees, if any.

Recent Accounting Pronouncements

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

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

Investment Advisory Agreement

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

The Investment Advisory Agreement is effective for an initial two-year term and will remain in effect from year-to-year thereafter if approved annually by a majority of the Board or by the holders of a majority of the Company’s outstanding voting securities and, in each case, a majority of the independent trustees. The Company may terminate the Investment Advisory Agreement, without payment of any penalty, upon 60 days’ written notice. The Investment Advisory Agreement will automatically terminate in the event of its assignment within the meaning of the 1940 Act and related SEC guidance and interpretations. On May 2, 2022, the Investment Advisory Agreement was renewed and continued for an additional one-year period ending on May 31, 2023.

The Company pays the Adviser a fee for its services under the Investment Advisory Agreement consisting of two components: a management fee and an incentive fee. The cost of both the management fee and the incentive fee will ultimately be borne by the shareholders. Substantial additional fees and expenses may also be charged by the Administrator to the Company, which is an affiliate of the Adviser. The Adviser agreed to waive the management fee and incentive fee based on income through July 7, 2021.

Base Management Fee

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

For the three and six months ended June 30, 2022, base management fees were $64.9 million and $115.6 million, respectively. For the three and six months ended June 30, 2021, base management fees representing

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$12.6 million and $17.0 million, respectively, were fully waived. As of June 30, 2022 and December 31, 2021, $64.9 million and $35.0 million, respectively, was payable to the Adviser relating to management fees.

Incentive Fees

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

(i) Income based incentive fee

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

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

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

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

• 12.5% of the dollar amount of Pre-Incentive Fee Net Investment Income Returns, if any, that exceed a rate of return of 1.43% (5.72% annualized).

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

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(ii) Capital gains incentive fee

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

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

Administration Agreement

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

Unless earlier terminated as described below, the Administration Agreement is effective for an initial two-year term and will remain in effect from year-to-year thereafter if approved annually by a majority of the Board or by the holders of a majority of the Company’s outstanding voting securities and, in each case, a majority of the independent trustees. The Company may terminate the Administration Agreement, without payment of any penalty, upon 60 days’ written notice. The Investment Advisory Agreement will automatically terminate in the event of its assignment within the meaning of the 1940 Act and related SEC guidance and interpretations. On May 2, 2022, the Administration Agreement was renewed and continued for an additional one-year period ending on May 31, 2023.

For the three and six months ended June 30, 2022, the Company incurred $1.0 million and $2.2 million, respectively, in expenses under the Administration Agreement, which were recorded in “administrative service

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

Sub-Administration Agreement

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

Intermediary Manager Agreement

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

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

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

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

Distribution and Servicing Plan

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

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

The shareholder servicing and/or distribution fees is paid monthly in arrears, calculated using the NAV of the applicable class as of the beginning of the first calendar day of the month and subject to FINRA and other limitations on underwriting compensation.

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

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

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

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

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Expense Support and Conditional Reimbursement Agreement

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

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

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

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

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

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

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

Controlled/Affiliated Portfolio Companies

Under the 1940 Act, the Company is required to separately identify non-controlled investments where it owns 5% or more of a portfolio company’s outstanding voting securities and/or has the power to exercise control over the management or policies of such portfolio company as investments in “affiliated” companies. In addition, under the 1940 Act, the Company is required to separately identify investments where it owns more than 25% of a portfolio company’s outstanding voting securities and/or has the power to exercise control over the

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management or policies of such portfolio company as investments in “controlled” companies. Under the 1940 Act, “non-affiliated investments” are defined as investments that are neither controlled investments nor affiliated investments. Detailed information with respect to the Company’s non-controlled, non-affiliated; non-controlled, affiliated; and controlled affiliated investments is contained in the accompanying consolidated financial statements, including the Consolidated Schedule of Investments.

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

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

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

Note 4. Investments

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

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

(1) Includes equity investment in SLC.

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

	June 30, 2022			December 31, 2021
Aerospace & Defense		1.22	%		1.14	%
Air Freight & Logistics		2.44			2.94
Airlines		0.10			0.10
Auto Components		0.23			0.28
Beverages		0.18			0.10
Building Products		2.20			2.89
Capital Markets		0.53			0.52
Chemicals		0.62			0.63
Commercial Services & Supplies		4.50			5.50
Construction Materials		0.11			0.08

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	June 30, 2022			December 31, 2021
Construction & Engineering		0.83			1.08
Containers & Packaging		1.05			0.78
Distributors		0.83			0.99
Diversified Consumer Services		3.38			4.36
Diversified Financial Services (1)		2.53			3.33
Diversified Telecommunication Services		0.54			0.65
Electrical Equipment		0.97			2.45
Electronic Equipment, Instruments & Components		0.27			0.32
Electric Utilities		0.10			0.16
Energy Equipment & Services		0.08			0.14
Entertainment		0.11			0.09
Food Products		0.07			0.12
Health Care Equipment & Supplies		1.68			1.77
Health Care Providers & Services		12.68			11.34
Health Care Technology		2.48			1.58
Hotels, Restaurants & Leisure		0.93			0.54
Household Durables		0.29			0.30
Independent Power and Renewable Electricity Producers		0.01			—
Industrial Conglomerates		0.84			0.54
Insurance		4.16			4.40
Interactive Media & Services		0.41			0.24
Internet & Direct Marketing Retail		2.61			2.52
IT Services		4.74			5.74
Investment in Joint Venture		1.66			—
Leisure Products		0.26			0.35
Life Sciences Tools & Services		0.66			0.93
Machinery		0.17			0.34
Marine		0.47			0.72
Media		0.56			0.35
Metals & Mining		0.15			0.16
Oil, Gas & Consumable Fuels		0.28			0.18
Paper & Forest Products		0.25			0.37
Personal Products		0.08			—
Pharmaceuticals		0.67			0.25
Professional Services		12.39			14.27
Real Estate Management & Development		0.55			0.76
Road & Rail		0.18			0.25
Software		23.68			18.61
Specialty Retail		0.35			0.46
Technology Hardware, Storage & Peripherals		0.10			0.20
Textiles, Apparel & Luxury Goods		0.07			0.11
Trading Companies & Distributors		0.91			0.88
Transportation Infrastructure		2.72			3.10
Wireless Telecommunication Services		0.12			0.09
Total		100.00	%		100.00	%

(1) Includes equity investment in SLC.

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

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

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

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

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

Note 5. Fair Value Measurements and Derivative Instruments

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

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

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

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

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

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

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

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

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

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

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

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instruments and syndicated loans, as inputs in determining the appropriate market yield, as applicable. The fair value of loans with call protection is generally capped at par plus applicable prepayment premium in effect at the measurement date.

Investments

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

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

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

(1) Includes equity investment in SLC.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Derivatives

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

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

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

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

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

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Financial Instruments Not Carried at Fair Value

Debt

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

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

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

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

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

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

Financial Instruments Not Carried at Fair Value

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

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

Note 6. Borrowings

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

SPV Financing Facilities

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

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

In connection with the SPV Financing Facilities, the applicable SPV has made certain customary representations and warranties and is required to comply with various covenants, reporting requirements and other customary requirements for similar facilities. Each SPV Financing Facility contains customary events of

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default for similar financing transactions, including if a change of control of the applicable SPV occurs. Upon the occurrence and during the continuation of an event of default, the lenders under the applicable SPV Financing Facility may declare the outstanding advances and all other obligations under the applicable SPV Financing Facility immediately due and payable. The occurrence of an event of default (as described above) triggers a requirement that the applicable SPV obtain the consent of the lenders under the applicable SPV Financing Facility prior to entering into any sale or disposition with respect to portfolio investments.

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

Bard Peak Funding Facility

On March 15, 2021, Bard Peak Funding, a wholly-owned subsidiary of the Company, entered into a senior secured revolving credit facility (the “Bard Peak Funding Facility”) with BNP Paribas (“BNPP”). BNPP serves as administrative agent, Wells Fargo Bank, National Association, serves as collateral agent, and the Company serves as servicer under the Bard Peak Funding Facility.

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

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

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

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

Castle Peak Funding Facility

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

Advances used to finance the purchase or origination of broadly syndicated loans under the Castle Peak Funding Facility initially bear interest at a per annum rate equal to the three-month LIBOR, plus the applicable

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

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

Maroon Peak Funding Facility

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

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

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

Summit Peak Funding Facility

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

Advances used to finance the purchase or origination of broadly syndicated loans under the Summit Peak Funding Facility initially bear interest at a blended per annum rate adjusted monthly based on the proportion of the broadly syndicated loans in the portfolio to the proportion of middle market loans in the portfolio, with the rate attributable to broadly syndicated loans equal to the three-month LIBOR plus the applicable margin of

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1.50% per annum, and the rate attributable to middle market loans equal to LIBOR plus the applicable margin of 2.15% per annum, and with such blended rate subject to a floor of LIBOR plus 2.00% per annum. Effective September 3, 2021, Summit Peak Funding will pay a commitment fee of 0.25% per annum if the unused facility amount is greater than 25% based on the average daily unused amount of the financing commitments, and effective January 3, 2022, such fee shall increase to 0.40% per annum, terminating on March 1, 2024, in addition to certain other fees as agreed between Summit Peak Funding and SG.

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

Denali Peak Funding Facility

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

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

The initial principal amount of the Denali Peak Funding Facility was $200 million, which was fully drawn. Effective September 30, 2021, October 20, 2021 and March 9, 2022, the maximum commitment amount of the Denali Peak Funding Facility was $600 million, $675 million and $750 million, respectively. Proceeds from borrowings under the Denali Peak Funding Facility may be used to fund portfolio investments by Denali Peak Funding and to make advances under revolving loans where Denali Peak Funding is a lender. Effective September 30, 2021, the period during which Denali Peak Funding may make borrowings under the Denali Peak Funding Facility expires on September 30, 2024, and the Denali Peak Funding Facility will mature and all amounts outstanding under the credit facility must be repaid by September 30, 2026.

Bushnell Peak Funding Facility

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

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

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Minimum Utilization Amount accrue a fee at a rate of 1.35% per annum. In addition, Bushnell Peak Funding will pay an unused fee of 0.50% per annum on the daily unused amount of the financing commitments in excess of the Minimum Utilization Amount, commencing one month after the closing date of the Bushnell Peak Credit Facility.

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

Granite Peak Funding Facility

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

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

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

Middle Peak Funding Facility

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

Advances under the Middle Peak Funding Facility initially bear interest at a per annum rate equal to, in the case of dollar advances, three-month LIBOR, and in the case of foreign currency advances, the applicable benchmark in effect for such currency, plus an applicable margin. The applicable margin will initially be 1.60% per annum for advances used to finance the purchase or origination of broadly syndicated loans, and 2.00% per annum for advances used to finance the purchase or origination of middle market loans. Effective

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December 30, 2021, the applicable margin for all advances will be 2.00% per annum, and will increase to 2.10% per annum effective on June 30, 2024. Effective October 30, 2021, Middle Peak Funding pays a commitment fee of 0.35% per annum if the unused facility amount is greater than 10% based on the average daily unused amount of the financing commitments, terminating on June 30, 2024. Effective October 30, 2021, Middle Peak Funding pays interest on an interest-only loan in the notional amount of the aggregate commitments under the Middle Peak Funding Facility, in an amount of 0.15% per annum if the unused facility amount is greater than 10% based on the average daily unused amount of the financing commitments, terminating on June 30, 2024, in addition to certain other fees as agreed between Middle Peak Funding and MS.

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

Bison Peak Funding Facility

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

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

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

Blanca Peak Funding Facility

On August 16, 2021, BCRED Blanca Peak Funding LLC, a wholly-owned subsidiary of the Company (“Blanca Peak Funding”), entered into a senior secured revolving credit facility (the “Blanca Peak Funding Facility”)

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with Barclays. Barclays serves as administrative agent, Wilmington Trust, National Association, serves as collateral administrator, collateral agent and securities intermediary and the Company serves as servicer under the Blanca Peak Funding Facility.

Advances under the Blanca Peak Funding Facility initially bear interest at a per annum rate equal to, at Blanca Peak Funding’s option, (x) in the case of dollar advances, LIBOR, and in the case of foreign currency advances, the applicable benchmark in effect for such currency or (y) the applicable base rate in effect for such currency, plus an applicable margin adjusted at three-month intervals based on the proportions of the broadly syndicated obligations and other investments in the portfolio, with the applicable margin attributable to broadly syndicated obligations equal to 1.50% per annum and the applicable margin attributable to other portfolio investments equal to 2.00% per annum. Effective December 16, 2021, Blanca Peak Funding is required to utilize a minimum of 75% of the financing commitments, subject to adjustment as set forth in the Blanca Peak Funding Facility. Unused amounts below such minimum utilization amount accrue interest at a rate equal to the applicable margin described above. In addition, effective on December 16, 2021, Blanca Peak Funding will pay an unused fee on the daily unused amount of the financing commitments in excess of such minimum utilization amount, which amount shall initially be 0.50% per annum and shall decrease to 0.25% per annum from and after May 17, 2022, in addition to certain other fees as agreed between Blanca Peak Funding and Barclays. The unused fee shall be 0.0% for any date Blanca Peak Funding is utilizing more than 90% of the financing commitments.

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

Windom Peak Funding Facility

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

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

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

In addition, Windom Peak Funding will be required to pay fees on the amount of any unused commitment during the reinvestment period of the Windom Peak Funding Facility. The unused commitment fee will equal the weighted daily average of such Unused Facility Amount on each day during the applicable accrual period multiplied by 0.25% during the first six months of the Windom Peak Funding Facility, by 0.50% during the

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second six months of the Windom Peak Funding Facility and by a blended rate equal to 0.50% on any Unused Facility Amount up to 40% of the maximum facility amount and 1.50% on any Unused Facility Amount exceeding 40% of the maximum facility amount from the 12 month anniversary of the Windom Peak Funding Facility until the end of the reinvestment period. All amounts outstanding under the Windom Peak Funding Facility must be repaid by September 2, 2026.

Monarch Peak Funding Facility

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

Advances used to finance the purchase or origination of broadly syndicated loans under the Monarch Peak Funding Facility initially bear interest at a per annum rate equal to one-month LIBOR, plus the applicable margin of 1.50% per annum. Advances used to finance the purchase or origination of middle market loans under the Monarch Peak Funding Facility initially bear interest at a per annum rate equal to one-month LIBOR plus the applicable margin of 1.65% per annum. Commencing on the later of April 3, 2022 and the date that is five months after the most recent closing date of a permitted collateralized loan obligation transaction, Monarch Peak Funding will pay an unused commitment fee of 0.50% per annum on the daily unused commitments under the Monarch Peak Funding Facility, which fee shall decrease to 0.35% per annum from and after the later of September 3, 2022 and the date that is ten months after the most recent closing date of any such permitted collateralize loan obligation transaction, in addition to certain other fees as agreed between Monarch Peak Funding and MUFG. The unused commitment fee will be payable only when more than 10% of the total commitments under the Monarch Peak Funding Facility are unused, and will terminate when Monarch Peak Funding is no longer permitted to make borrowings under the Monarch Peak Funding Facility.

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

Borah Peak Funding Facility

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

Advances under the Borah Peak Funding Facility bear interest initially at a per annum rate equal to: (i) in the case of term SOFR loans, a rate per annum equal to the term SOFR rate for such day plus 1.35%, and (ii) in the case of base rate loans, 1.35% plus the higher of (a) the federal funds rate plus ¹⁄₂ of 1%, (b) the prime rate in effect for such day, (c) term SOFR plus 1.00%, and (d) 1.00%. Effective January 4, 2023, Borah Peak Funding is required to utilize a minimum percentage of the financing commitments, which amount increases in three-month intervals from 20% on such effective date to 80% from and after October 4, 2022 and thereafter. Unused amounts below such minimum utilization amount accrue a fee at a rate of 1.35% per annum. In addition, effective on January 4, 2023, Borah Peak Funding pays an unused fee on the daily unused amount of the financing commitments in excess of such minimum utilization amount, which amount shall initially be 0.25% per annum, in addition to certain other fees as agreed between Borah Peak Funding and Bank of America.

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

Revolving Credit Facility

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

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

The Revolving Credit Facility provides for borrowings in U.S. dollars and certain agreed upon foreign currencies in an initial aggregate amount of up to $1,425 million. Effective September 7, 2021, November 5, 2021, November 16, 2021 and May 6, 2022, the maximum commitment amount of the Revolving Credit Facility was $1,500 million, $3,000 million, $3,250 million and $5,150 million, respectively. Borrowings under the Revolving Credit Facility are subject to compliance with a borrowing base. The Revolving Credit Facility provides for the issuance of letters of credit on behalf of the Company in an aggregate face amount not to exceed $100 million. Proceeds from the borrowings under the Revolving Credit Facility may be used for general corporate purposes of the Company and its subsidiaries. The period during which the Company may make borrowings on the Revolving Credit Facility expires on May 6, 2026, and the Revolving Credit Facility will mature and all amounts outstanding under the credit facility must be repaid by May 6, 2027, pursuant to an amortization schedule.

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

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

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

The Revolving Credit Facility contains customary events of default for similar financing transactions. Upon the occurrence and during the continuation of an event of default, Citi may terminate the commitments and declare the outstanding advances and all other obligations under the Revolving Credit Facility immediately due and payable.

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

Unsecured Bonds

Private Placement Bonds

June 2024 Notes

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

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

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

June 2026 Notes

On August 17, 2021, the Company entered into the first supplement (the “First Supplement”) to the 2021 Note Purchase Agreement, governing the issuance of $400.0 million in aggregate principal amount of its 3.27% Series B Senior Notes (the “June 2026 Notes”) to qualified institutional investors in a private placement. The

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June 2026 Notes were issued on June 21, 2021 and will mature on June 21, 2026 unless redeemed, purchased or prepaid prior to such date by the Company or its affiliates in accordance with their terms. Interest on the June 2026 Notes will be due semiannually on February 17 and August 17. In addition, the Company is obligated to offer to repay the June 2026 Notes at par if certain change in control events occur. The June 2026 Notes are general unsecured obligations of the Company that rank pari passu with all outstanding and future unsecured unsubordinated indebtedness issued by the Company. In addition, in the event of a Below Investment Grade Event, the June 2026 Notes will bear interest at a fixed rate of 4.27% per year from the date of the occurrence of the Below Investment Grade Event to and until the date on which the Below Investment Grade Event is no longer continuing.

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

May 2027 Notes

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

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

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

Rule 144A Notes

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

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

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

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

September 2024 Notes

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

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

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

December 2026 Notes

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

The December 2026 Notes will mature on December 15, 2026 and may be redeemed in whole or in part at the Company’s option at any time or from time to time at the redemption prices set forth in the December 2026 Notes Indenture. The December 2026 Notes bear interest at a rate of 2.625% per year payable semi-annually on June 15 and December 15 of each year, commencing on June 15, 2022. The December 2026 Notes are general unsecured obligations of the Company that rank senior in right of payment to all of the Company’s existing and future indebtedness that is expressly subordinated in right of payment to the December 2026 Notes, rank pari passu with all existing and future unsecured unsubordinated indebtedness issued by the Company, rank effectively junior to any of the Company’s secured indebtedness (including unsecured indebtedness that the Company secures) to the extent of the value of the assets securing such indebtedness, and rank structurally junior to all existing and future indebtedness (including trade payables) incurred by the Company’s subsidiaries, financing vehicles or similar facilities.

On October 13, 2021, the Company issued $350 million aggregate principal amount of 2.625% Notes due 2026 (“December 2026 Notes Upsize”) under the Company’s Base Indenture and December 2026 Notes Indenture. The December 2026 Notes Upsize were issued as “Additional Notes” under the December 2026 Notes Indenture and have identical terms to the Company’s $900.0 million September 2026 Notes that were issued on

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September 15, 2021, other than the issue date and the issue price. The December 2026 Notes Upsize will be treated as a single class of notes with the December 2026 Notes for all purposes under the Indenture.

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

November 2026 Eurobonds

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

The November 2026 Eurobonds will mature on November 30, 2026 and may be redeemed in whole or in part at the Company’s option at any time or from time to time at the redemption prices set forth in the November 2026 Eurobonds Indenture. The November 2026 Eurobonds bear interest at a rate of 1.750% per year payable annually on November 30 of each year, commencing on November 30, 2021. The November 2026 Eurobonds are general unsecured obligations of the Company that rank senior in right of payment to all of the Company’s existing and future indebtedness that is expressly subordinated in right of payment to the November 2026 Eurobonds, rank pari passu with all existing and future unsecured unsubordinated indebtedness issued by the Company, rank effectively junior to any of the Company’s secured indebtedness (including unsecured indebtedness that the Company secures) to the extent of the value of the assets securing such indebtedness, and rank structurally junior to all existing and future indebtedness (including trade payables) incurred by the Company’s subsidiaries, financing vehicles or similar facilities.

November 2024 Notes

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

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

In connection with the November 2024 Notes, the Company entered into an interest rate swap to more closely align the interest rates of the Company’s liabilities with the investment portfolio, which consists of predominately floating rate loans. Under the interest rate swap agreement, the Company receives a fixed interest

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rate of 2.350% and pays a floating interest rate of SOFR + 0.66% on a notional amount of $500 million. The Company designated the interest rate swap as the hedging instrument in a qualifying hedge accounting relationship.

March 2027 Notes

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

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

January 2025 Notes

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

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

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

January 2029 Notes

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

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

March 2025 Notes

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

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

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

April 2026 UK Bonds

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

The April 2026 Notes will mature on April 14, 2026 and may be redeemed in whole or in part at the Company’s option at any time or from time to time at the redemption prices set forth in the Indenture. The April 2026 Notes bear interest at a rate of 4.875% per year payable annually on April 14 of each year, commencing April 14, 2023. The April 2026 Notes are general unsecured obligations of the Company that rank senior in right of payment to all of the Company’s existing and future indebtedness that is expressly subordinated in right of payment to the April 2026 Notes, rank pari passu with all existing and future unsecured unsubordinated indebtedness issued by the Company, rank effectively junior to any of the Company’s secured indebtedness

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(including unsecured indebtedness that the Company later secures) to the extent of the value of the assets securing such indebtedness, and rank structurally junior to all existing and future indebtedness (including trade payables) incurred by the Company’s subsidiaries, financing vehicles or similar facilities.

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

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

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

Debt Securitizations

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

2021-1 BSL Debt Securitization

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

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

Description	Type	June 30, 2022
		Principal Outstanding		Interest Rate		Credit Rating
Class A Notes	Senior Secured Floating Rate	$	499,800		L+1.25%		Aaa
Class B Notes	Senior Secured Floating Rate		38,760		L+1.80%		Aa2
Class C Notes	Mezzanine Secured Deferrable Floating Rate		59,160		L+2.15%		A2
Class D Notes	Mezzanine Secured Deferrable Floating Rate		65,280		L+3.35%		Baa3
Class E Notes (1)	Junior Secured Deferrable Floating Rate		—		L+7.00%		Ba3
Total Secured Notes			663,000
Subordinated Notes (2)			156,500		None		Not rated
Total 2021-1 BSL Notes		$	819,500

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

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

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

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

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

2021-2 Debt Securitization

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

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participation interests therein. The Company holds the subordinated notes of BCRED BSL CLO 2 Issuer representing a residual economic interest in BCRED BSL CLO 2 Issuer.

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

Description	Type	June 30, 2022
		Principal Outstanding		Interest Rate		Credit Rating
Class A-L Loans	Senior Secured Floating Rate	$	218,000		L+1.22%		Aaa
Class A Notes	Senior Secured Floating Rate		149,500		L+1.22%		Aaa
Class B Notes	Senior Secured Floating Rate		38,100		L+1.75%		Aa2
Class C Notes	Mezzanine Secured Deferrable Floating Rate		48,000		L+2.05%		A
Class D Notes	Mezzanine Secured Deferrable Floating Rate		52,200		L+3.15%		BBB-
Total Secured Notes			505,800
Subordinated Notes (1)			97,850		None		Not rated
Total 2021-2 Notes		$	603,650

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

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

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

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

2021-1 MML Debt Securitization

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

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(the “MML 2021-1 Issuer”), a wholly-owned and consolidated (for tax and accounting purposes) subsidiary of the Company, and are primarily secured by a diversified portfolio of middle market loans and participation interests therein.

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

Description	Type	June 30, 2022
		Principal Outstanding		Interest Rate		Credit Rating
Class A Loans	Senior Secured Floating Rate	$	50,000		L+1.48%		Aaa
Class A Notes	Senior Secured Floating Rate		480,000		L+1.48%		Aaa
Class B Notes	Senior Secured Floating Rate		80,000		L+1.90%		Aa2
Class C Notes	Mezzanine Secured Deferrable Floating Rate		80,000		L+2.60%		A2
Total Secured Notes			690,000
Subordinated Notes (1)			311,000		None		Not rated
Total MML 2021-1 Notes		$	1,001,000

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

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

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

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

2022-1 MML Debt Securitization

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

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

		June 30, 2022
Description	Type	Principal Outstanding		Interest Rate		Credit Rating
Class A-1 Notes	Senior Secured Floating Rate	$	525,000		SOFR+1.65%		Aaa
Class A-2 Notes	Senior Secured Fixed		80,000		3.41%		Aaa
Class B Notes	Senior Secured Floating Rate		66,000		SOFR+2.00%		Aa2
Class C Notes	Mezzanine Secured Deferrable Floating Rate		88,000		SOFR+2.75%		A2
Total Secured Notes			759,000
Subordinated Notes (1)			331,360		None		Not rated
Total MML 2022-1 Notes		$	1,090,360

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

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

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

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

2022-1 BSL Debt Securitization

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

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

		June 30, 2022
Description	Type	Principal Outstanding		Interest Rate		Credit Rating
Class A-1A Notes	Senior Secured Floating Rate	$	292,000		SOFR+1.58%		Aaa (sf)
Class A-1B Notes	Senior Secured Fixed Rate		50,000		4.34%		Aaa (sf)
Class A-2 Notes	Senior Secured Floating Rate		12,000		SOFR+2.00%		AAA (sf)
Class B-1 Notes	Senior Secured Floating Rate		40,000		SOFR+2.35%		AA (sf)
Class B-2 Notes	Senior Secured Fixed Rate		26,000		4.98%		AA (sf)
Class C Notes (1)	Secured Deferrable Floating Rate		51,000		SOFR+2.60%		A (sf)
Class D Notes (1)	Mezzanine Secured Deferrable Floating Rate		39,000		SOFR+3.69%		BBB- (sf)
Class E Notes (1)	Junior Secured Deferrable Floating Rate		21,000		SOFR+7.33%		BB- (sf)
Total Secured Notes			531,000
Subordinated Notes (1)			58,750		None		Not rated
Total 2022-1 BSL Notes		$	589,750

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

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

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

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

Short-Term Borrowings

Master Repurchase Agreements

On June 15, 2021 and June 16, 2021, the Company entered into Master Repurchase Agreements (the “Repurchase Agreements”) with certain banks to provide short-term borrowings which the Company utilizes from time-to-time to manage its working capital needs. As part of the Repurchase Agreements, the Company can sell a security to the lender for cash with an agreement to buy it back in the future at a pre-determined price. The

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Company’s ability to draw down borrowings under the agreement is subject to 1940 Act leverage limitations and dependent on the Company pledging eligible assets to the banks as collateral. No commitment fees were paid in connection with execution of these agreements. Certain of the Company’s investments serve as collateral for the Company’s obligations under the Repurchase Agreements and the carrying value of pledged investments was $451.2 million as of June 30, 2022.

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

Other Short-Term Borrowings

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

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

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

The Company’s outstanding debt obligations were as follows:

	June 30, 2022
	Aggregate Principal Committed		Outstanding Principal		Carrying Value		Unused Portion (1)		Amount Available (2)
Bard Peak Funding Facility	$	1,650,000	$	1,547,400	$	1,547,400	$	102,600	$	102,600
Castle Peak Funding Facility (3)		1,600,000		1,356,455		1,356,455		243,545		243,521
Maroon Peak Funding Facility		800,000		800,000		800,000		—		—
Summit Peak Funding Facility (4)		2,300,000		1,808,793		1,808,793		491,207		33,223
Denali Peak Funding Facility		750,000		749,800		749,800		200		200
Bushnell Peak Funding Facility		600,000		593,800		593,800		6,200		6,200
Granite Peak Funding Facility		750,000		301,400		301,400		448,600		181,574
Middle Peak Funding Facility		800,000		713,950		713,950		86,050		86,050
Bison Peak Funding Facility		1,500,000		1,349,400		1,349,400		150,600		150,600
Blanca Peak Funding Facility		1,000,000		1,000,000		1,000,000		—		—
Windom Peak Funding Facility (5)		2,000,000		1,816,641		1,816,641		183,359		181,931
Monarch Peak Funding Facility		2,000,000		973,400		973,400		1,026,600		48,490
Borah Peak Funding Facility		400,000		349,000		349,000		51,000		51,000
2022-1 BSL WH		400,000		91,000		91,000		309,000		309,000
Revolving Credit Facility (6)		5,150,000		1,324,731		1,324,731		3,825,269		3,825,269
June 2024 Notes (7)(10)		435,000		435,000		421,027		—		—
June 2026 Notes (7)		400,000		400,000		397,279		—		—
September 2024 Notes (7)(10)		365,000		365,000		352,254		—		—

120

	June 30, 2022
	Aggregate Principal Committed		Outstanding Principal		Carrying Value		Unused Portion (1)		Amount Available (2)
December 2026 Notes (7)(10)		1,250,000		1,250,000		1,204,396		—		—
November 2026 Eurobonds (7)(8)		580,475		580,475		517,533		—		—
November 2024 Notes (7)(10)		500,000		500,000		482,076		—		—
March 2027 Notes (7)		1,000,000		1,000,000		988,040		—		—
January 2025 Notes (7)(10)		500,000		500,000		480,646		—		—
January 2029 Notes (7)		650,000		650,000		638,361		—		—
March 2025 Notes (7)(10)		900,000		900,000		876,324		—		—
May 2027 Notes (7)(10)		625,000		625,000		621,436		—		—
April 2026 UK Bonds (7)(8)(10)		326,925		326,925		296,439		—		—
2021-1 BSL Debt (9)		663,000		663,000		661,953		—		—
2022-1 BSL Debt (9)		420,000		420,000		418,670		—		—
2021-2 Debt (9)		505,800		505,800		504,189		—		—
MML 2021-1 Debt (9)		690,000		690,000		685,860		—		—
MML 2022-1 Debt (9)		759,000		759,000		753,652		—		—
Short-Term Borrowings		302,182		302,182		302,182		—		—
Total	$	32,572,382	$	25,648,152	$	25,378,087	$	6,924,230	$	5,219,658

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

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

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

121

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

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

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

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

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

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

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

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

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

122

The components of interest expense were as follows:

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

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

Note 7. Commitments and Contingencies

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

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

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

123

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

Warehousing Transactions

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

Facility Agreement

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

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

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

124

Syndicated Warehouse

On November 3, 2020, the Company entered into a purchase and sale agreement (the “PSA”) with Sente Master Fund, L.P. and Vibrant Ambar Fund, Ltd. (together, the “Sellers”). Under the PSA, if the Company has raised at least $200 million of equity capital by April 15, 2021, then the Company or its designee must arrange one or more transactions sufficient to repay all outstanding amounts under the Syndicated Warehouse with commitments of up to $255 million of Maple Park CLO, Ltd. (“Maple Park”), an entity expected to hold primarily broadly syndicated loans with a target portfolio size of $300 million that is managed by an affiliate of the Company, and to redeem in full the subordinated notes (the “Subordinated Notes”) issued by Maple Park. The Company satisfied the condition described above on January 7, 2021.

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

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

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

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

125

Note 8. Net Assets

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

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

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

	June 30, 2022
	Shares			Amount
CLASS I
Subscriptions		221,712,300		$	5,719,346
Share transfers between classes		1,533,335			39,479
Distributions reinvested		8,503,028			218,785
Share repurchases		(11,878,376	)		(296,104	)
Early repurchase deduction		—			2,644
Net increase (decrease)		219,870,287		$	5,684,150
CLASS S
Subscriptions		108,794,581		$	2,805,719
Share transfers between classes		(176,884	)		(4,520	)
Distributions reinvested		3,153,054			81,177
Share repurchases		(1,665,431	)		(41,963	)
Early repurchase deduction		—			405
Net increase (decrease)		110,105,320		$	2,840,818

126

	June 30, 2022
	Shares			Amount
CLASS D
Subscriptions		20,725,977		$	534,032
Share transfers between classes		(1,356,451	)		(34,959	)
Distributions reinvested		517,379			13,305
Share repurchases		(91,424	)		(2,276	)
Early repurchase deduction		—			67
Net increase (decrease)		19,795,481		$	510,169
Total net increase (decrease)		349,771,088		$	9,035,137

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

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

127

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

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

Net Asset Value per Share and Offering Price

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

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

128

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

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

Distributions

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

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

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

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

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

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

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

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

(1) Represents a special distribution.

Distribution Reinvestment Plan

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

Character of Distributions

The Company may fund its cash distributions to shareholders from any source of funds available to the Company, including but not limited to offering proceeds, net investment income from operations, capital gains

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proceeds from the sale of assets, dividends or other distributions paid to it on account of preferred and common equity investments in portfolio companies and expense support from the Adviser, which is subject to recoupment.

Through June 30, 2022, a portion of the Company’s distributions resulted from expense support from the Adviser, and future distributions may result from expense support from the Adviser, each of which is subject to repayment by the Company within three years from the date of payment. The purpose of this arrangement avoids distributions being characterized as a return of capital for U.S. federal income tax purposes. Shareholders should understand that any such distribution is not based solely on the Company’s investment performance, and can only be sustained if the Company achieves positive investment performance in future periods and/or the Adviser continues to provide expense support. Shareholders should also understand that the Company’s future repayments of expense support will reduce the distributions that they would otherwise receive. There can be no assurance that the Company will achieve the performance necessary to sustain these distributions, or be able to pay distributions at all.

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

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

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

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

Share Repurchase Program

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

Under the share repurchase plan, to the extent the Company offers to repurchase shares in any particular quarter, it is expected to repurchase shares pursuant to tender offers using a purchase price equal to the NAV per share as of the last calendar day of the applicable quarter, except that shares that were issued on or after

131

October 1, 2021, will be repurchased at 98% of such NAV (an “Early Repurchase Deduction”). The one-year holding period is measured as of the subscription closing date immediately following the prospective repurchase date. The Early Repurchase Deduction may be waived in the case of repurchase requests arising from the death, divorce or qualified disability of the holder. The Early Repurchase Deduction will be retained by the Company for the benefit of remaining shareholders.

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

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

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

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

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

(2) All repurchase requests were satisfied in full.

(3) Amounts shown net of Early Repurchase Deduction

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

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

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

132

Note 9. Financial Highlights

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

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

133

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

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

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

(2) For the six months ended June 30, 2022, the amount shown does not correspond with the aggregate amount for the period as it includes a $(0.01), $(0.01) and $(0.00) impact, on Class I, Class S and Class D, respectively, from the effect of the timing of capital transactions. For the six months ended June 30, 2021, the amount shown does not correspond with the aggregate amount for the period as it includes a $0.05, $0.04 and $0.03 impact, on Class I, Class S and Class D, respectively, from the effect of the timing of capital transactions.

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

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

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

134

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

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

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

Note 10. Joint Venture

BCRED Emerald JV

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

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

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

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

(1) Based on fair market value

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

135

BCRED Emerald JV LP

Consolidated Schedule of Investments

June 30, 2022

(in thousands)

(Unaudited)

Investments (1)	Reference Rate and Spread			Interest Rate (2)			Maturity Date		Par Amount/ Units		Cost (3)		Fair Value		Percentage of Net Assets
Investments—non-controlled/non-affiliated
First Lien
Aerospace & Defense
Amentum Government Services Holdings, LLC (9)		L + 3.75	%		5.42	%		1/29/2027	$	2,992	$	2,885	$	2,858		0.28	%
Atlas CC Acquisition Corp. (7)(10)		L + 4.25	%		5.82	%		5/25/2028		9,995		9,604		9,264		0.90
Loar Group, Inc. (4)(11)		L + 7.25	%		8.92	%		10/2/2023		28,194		28,194		28,194		2.75
Vertex Aerospace Services Corp. (10)		L + 4.00	%		5.67	%		10/27/2028		2,993		3,007		2,849		0.28
												43,690		43,164		4.21
Air Freight & Logistics
AGI-CFI Holdings, Inc. (4)(10)		L + 5.50	%		6.75	%		6/11/2027		24,624		24,398		24,378		2.38
Mode Purchaser, Inc. (4)(11)		SOFR + 6.25	%		7.25	%		12/9/2026		39,131		39,131		39,131		3.82
RWL Holdings, LLC (4)(7)(10)		SOFR + 5.75	%		7.95	%		12/31/2028		21,795		21,339		21,526		2.10
												84,869		85,035		8.30
Airlines
Air Canada (6)(10)		L + 3.50	%		4.25	%		8/11/2028		4,000		3,962		3,690		0.36
American Airlines, Inc. (6)(10)		L + 4.75	%		5.81	%		3/11/2028		3,815		3,950		3,649		0.36
KKR Apple Bidco, LLC (11)		L + 2.75	%		4.42	%		9/23/2028		5,995		5,812		5,677		0.55
												13,724		13,016		1.27
Auto Components
Clarios Global LP (6)(8)		L + 3.25	%		4.92	%		4/30/2026		3,000		2,858		2,809		0.27
GC EOS Buyer, Inc. (8)		L + 4.50	%		6.17	%		8/1/2025		1,990		1,999		1,980		0.19
Wheel Pros, Inc. (10)		L + 4.50	%		6.10	%		4/23/2028		2,487		2,496		2,072		0.20
												7,353		6,861		0.66
Beverages
Triton Water Holdings, Inc. (9)		L + 3.50	%		5.75	%		3/18/2028		5,980		5,830		5,316		0.52
Building Products
Cornerstone Building Brands, Inc. (6)(9)		L + 3.25	%		4.57	%		4/12/2028		1,492		1,464		1,245		0.12
CP Atlas Buyer, Inc. (9)		L + 3.75	%		5.42	%		11/23/2027		3,980		3,991		3,513		0.34
Express Wash Concepts, LLC (4)(11)		SOFR + 4.50	%		5.50	%		4/30/2027		10,500		10,403		10,150		0.99
Fencing Supply Group Acquisition, LLC (4)(5)(11)		L + 6.00	%		7.00	%		2/26/2027		19,766		19,676		19,766		1.93
Griffon Corporation (6)(9)		P + 2.75	%		4.36	%		1/24/2029		2,500		2,429		2,395		0.23

136

BCRED Emerald JV LP

Consolidated Schedule of Investments

June 30, 2022

(in thousands)

(Unaudited)

Investments (1)	Reference Rate and Spread			Interest Rate (2)			Maturity Date		Par Amount/ Units		Cost (3)		Fair Value		Percentage of Net Assets
First Lien Debt (continued)
Building Products (continued)
iHeartCommunications, Inc. (11)		L + 3.00	%		4.67	%		5/1/2026		3,000		2,873		2,795		0.27
Illuminate Merger Sub Corp. (9)		L + 3.50	%		6.38	%		6/30/2028		2,985		2,982		2,625		0.26
Kodiak BP, LLC (10)		L + 3.25	%		5.50	%		2/25/2028		4,975		4,914		4,375		0.43
Latham Pool Products, Inc. (7)(11)		SOFR + 3.75	%		5.23	%		2/18/2029		29,925		28,906		27,995		2.73
Lindstrom, LLC (4)(11)		L + 6.25	%		7.31	%		4/7/2025		27,850		27,850		27,850		2.72
New Arclin US Holding Corp. (6)(7)(9)		L + 3.75	%		5.42	%		10/2/2028		2,605		2,619		2,384		0.23
Tamko Building Product, LLC (8)		L + 3.00	%		5.25	%		6/1/2026		3,000		2,895		2,820		0.28
The Chamberlain Group, Inc. (9)		L + 3.50	%		5.17	%		11/3/2028		4,988		4,925		4,522		0.44
Windows Acquisition Holdings, Inc. (4)(5)(11)		L + 6.50	%		8.75	%		12/29/2026		10,668		10,668		10,668		1.04
												126,596		123,102		12.01
Capital Markets
Advisor Group Holdings, Inc. (8)		L + 4.50	%		6.17	%		7/31/2026		9,130		8,796		8,708		0.85
AllSpring Buyer, LLC (6)(9)		L + 3.25	%		5.56	%		11/1/2028		1,995		2,005		1,923		0.19
Resolute Investment Managers, Inc. (4)(11)		L + 4.25	%		6.50	%		4/30/2024		2,978		2,984		2,784		0.27
Superannuation And Investments US, LLC (6)(9)		L + 3.75	%		5.42	%		9/23/2028		1,990		2,002		1,917		0.19
The Edelman Financial Engines Center, LLC (10)		L + 3.50	%		5.17	%		3/15/2028		8,745		8,434		8,117		0.79
												24,220		23,449		2.29
Chemicals
Ascend Performance Materials Operations, LLC (10)		L + 4.75	%		7.00	%		8/27/2026		1,662		1,670		1,625		0.16
DCG Acquisition Corp. (4)(8)		L + 4.50	%		6.17	%		9/30/2026		2,985		2,985		2,806		0.27
Dominion Colour Corporation (4)(6)(11)		L + 7.25 (incl. 2.00 PIK	%  %  )		8.93	%		4/6/2024		10,970		10,819		10,092		0.98
Messer GMBH (9)		L + 3.25	%		4.92	%		3/2/2026		3,500		3,428		3,355		0.33
Olympus Water US Holding Corp. (9)		L + 3.75	%		6.06	%		9/21/2028		1,995		2,006		1,864		0.18
Polymer Additives, Inc. (8)		L + 6.00	%		7.24	%		7/31/2025		30,263		29,616		29,166		2.85
Starfruit Finco BV (10)		L + 5.75	%		6.87	%		10/1/2025		2,000		1,908		1,897		0.19
												52,431		50,805		4.96

137

BCRED Emerald JV LP

Consolidated Schedule of Investments

June 30, 2022

(in thousands)

(Unaudited)

Investments (1)	Reference Rate and Spread			Interest Rate (2)			Maturity Date		Par Amount/ Units		Cost (3)		Fair Value		Percentage of Net Assets
First Lien Debt (continued)
Commercial Services & Supplies
Access CIG, LLC (8)		L + 3.75	%		5.32	%		2/27/2025		3,979		3,983		3,769		0.37
Allied Universal Holdco, LLC (9)		L + 3.75	%		5.42	%		5/12/2028		8,975		8,720		8,246		0.80
Anticimex, Inc. (4)(6)(9)		L + 4.00	%		5.60	%		11/16/2028		2,993		3,019		2,850		0.28
Anticimex, Inc. (6)(9)		L + 3.50	%		5.10	%		11/16/2028		3,500		3,339		3,319		0.32
Bazaarvoice, Inc. (4)(7)(8)		L + 5.75	%		7.71	%		5/7/2028		19,718		19,718		19,718		1.92
Belfor Holdings, Inc. (8)		L + 3.75	%		5.42	%		4/6/2026		4,000		3,980		3,880		0.38
DG Investment Intermediate Holdings 2, Inc. (9)		L + 3.75	%		5.42	%		3/17/2028		2,985		2,999		2,797		0.27
EAB Global, Inc. (9)		L + 3.50	%		4.74	%		6/28/2028		4,985		4,891		4,703		0.46
eResearchTechnology, Inc. (11)		L + 4.50	%		6.17	%		2/4/2027		9,249		8,980		8,569		0.84
First Advantage Holdings, LLC (11)		L + 2.75	%		4.42	%		1/31/2027		4,000		3,917		3,848		0.38
Foundational Education Group, Inc. (9)		SOFR + 3.75	%		6.07	%		8/31/2028		4,000		3,878		3,840		0.37
Garda World Security Corp. (6)(8)		L + 4.25	%		5.90	%		10/30/2026		9,000		8,769		8,325		0.81
Genuine Financial Holdings, LLC (8)		L + 3.75	%		5.42	%		7/11/2025		3,925		3,885		3,744		0.37
International SOS The Americas LP (4)(6)(9)		L + 3.75	%		6.06	%		8/5/2028		1,990		1,997		1,905		0.19
Java Buyer, Inc. (4)(7)(10)		L + 5.75	%		7.58	%		12/15/2027		10,998		10,771		10,740		1.05
JSS Holdings, Inc. (4)(10)		L + 6.00	%		6.75	%		12/17/2028		37,017		36,761		37,017		3.61
Knowledge Pro Buyer, Inc. (4)(7)(10)		L + 5.75	%		7.44	%		12/10/2027		19,262		18,841		18,806		1.84
PECF USS Intermediate Holding III Corp. (9)		L + 4.25	%		5.92	%		12/15/2028		2,985		3,002		2,705		0.26
Recycle & Resource US, LLC (4)(6)(9)		L + 3.50	%		5.75	%		7/8/2028		2,985		2,999		2,813		0.27
Restaurant Technologies, Inc. (11)		SOFR + 4.25	%		6.30	%		3/17/2029		20,000		19,517		19,233		1.88
Revspring, Inc. (8)		L + 4.00	%		5.67	%		10/11/2025		2,992		2,996		2,873		0.28
The Action Environmental Group, Inc. (4)(11)		L + 6.00	%		7.27	%		1/16/2026		19,570		19,135		19,325		1.89
The Action Environmental Group, Inc. (4)(5)(12)		L + 6.00	%		7.25	%		1/16/2026		2,072		2,026		2,046		0.20
TRC Companies, Inc. (9)		L + 3.75	%		6.00	%		12/8/2028		3,990		4,001		3,767		0.37
												202,123		198,840		19.41
Construction & Engineering
Atlas Intermediate III, LLC (4)(11)		L + 7.50	%		8.74	%		2/25/2028		24,313		24,224		24,112		2.35
Brookfield WEC Holdings, Inc. (9)		L + 2.75	%		4.42	%		8/1/2025		9,970		9,562		9,453		0.92

138

BCRED Emerald JV LP

Consolidated Schedule of Investments

June 30, 2022

(in thousands)

(Unaudited)

Investments (1)	Reference Rate and Spread			Interest Rate (2)			Maturity Date		Par Amount/ Units		Cost (3)		Fair Value		Percentage of Net Assets
First Lien Debt (continued)
Construction & Engineering (continued)
Pike Electric Corp. (8)		L + 3.00	%		4.67	%		1/21/2028		6,000		5,821		5,721		0.56
Refficiency Holdings, LLC (7)(10)		L + 3.75	%		5.42	%		12/31/2027		3,801		3,754		3,538		0.35
												43,362		42,824		4.18
Construction Materials
Quikrete Holdings, Inc. (11)		L + 3.00	%		4.67	%		6/11/2028		6,000		5,823		5,675		0.55
White Cap Buyer, LLC (9)		SOFR + 3.75	%		5.28	%		10/19/2027		5,206		5,016		4,813		0.47
												10,839		10,487		1.02
Containers & Packaging
Berlin Packaging, LLC (9)		L + 3.75	%		6.01	%		3/11/2028		8,961		8,743		8,363		0.82
Bway Holding Corporation (8)		L + 3.25	%		4.31	%		4/3/2024		1,995		1,971		1,882		0.18
Charter NEX US, Inc. (10)		L + 3.75	%		5.42	%		12/1/2027		6,500		6,235		6,138		0.60
Graham Packaging Co, Inc. (10)		L + 3.00	%		4.67	%		8/4/2027		4,477		4,424		4,211		0.41
Novolex, Inc. (9)		SOFR + 4.25	%		5.88	%		4/13/2029		9,000		8,677		8,438		0.82
ProAmpac PG Borrower, LLC (10)		L + 3.75	%		5.26	%		11/3/2025		2,992		3,003		2,780		0.27
Ring Container Technologies Group, LLC (9)		L + 3.75	%		4.27	%		8/12/2028		3,000		2,884		2,858		0.28
TricorBraun Holdings, Inc. (9)		L + 3.25	%		4.92	%		3/3/2028		7,337		7,028		6,850		0.67
Trident TPI Holdings, Inc. (11)		L + 3.25	%		5.50	%		7/29/2028		3,021		3,020		2,921		0.29
Trident TPI Holdings, Inc. (9)		L + 4.00	%		6.25	%		9/15/2028		5,898		5,645		5,544		0.54
												51,631		49,986		4.88
Distributors
BP Purchaser, LLC (4)(10)		L + 5.50	%		7.19	%		12/10/2028		24,314		23,859		23,828		2.33
Bution Holdco 2, Inc. (4)(11)		L + 6.25	%		7.92	%		10/17/2025		23,499		23,344		23,499		2.29
Dana Kepner Company, LLC (4)(11)		L + 6.25	%		8.31	%		12/29/2026		15,790		15,826		15,711		1.53
Genuine Cable Group, LLC (4)(7)(10)		L + 5.75	%		8.00	%		11/2/2026		29,766		29,262		29,443		2.87
Tailwind Colony Holding Corporation (4)(7)(11)		SOFR + 6.25	%		7.46	%		11/13/2024		31,570		31,038		31,093		3.03
Unified Door & Hardware Group, LLC (4)(11)		L + 5.75	%		6.75	%		6/30/2025		39,817		39,700		39,220		3.83
												163,029		162,794		15.88
Diversified Consumer Services
Ascend Buyer, LLC (9)		L + 3.50	%		5.17	%		12/11/2028		8,185		7,887		7,581		0.74
Cambium Learning Group, Inc. (4)(7)(10)		L + 5.50	%		6.56	%		7/20/2028		35,146		35,146		35,146		3.43
Colibri Group, LLC (10)		SOFR + 5.00	%		5.95	%		3/12/2029		3,990		3,952		3,870		0.38

139

BCRED Emerald JV LP

Consolidated Schedule of Investments

June 30, 2022

(in thousands)

(Unaudited)

Investments (1)	Reference Rate and Spread				Interest Rate (2)			Maturity Date		Par Amount/ Units		Cost (3)		Fair Value		Percentage of Net Assets
First Lien Debt (continued)
Diversified Consumer Services (continued)
Dreambox Learning Holding, LLC (4)(5)(10)		L + 6.25	%			7.00	%		12/1/2027		34,200		33,568		33,516		3.27
EM Bidco Limited (6)(9)		L + 4.25	%			4.75	%		4/12/2029		3,421		3,404		3,232		0.32
KUEHG Corp. (11)		L + 3.75	%			6.00	%		2/21/2025		6,986		6,810		6,527		0.64
Learning Care Group (11)		L + 3.25	%			4.92	%		3/13/2025		7,994		7,717		7,424		0.72
Pre-Paid Legal Services, Inc. (9)		L + 3.75	%			5.42	%		12/15/2028		7,990		7,819		7,478		0.73
Prime Security Service Borrower, LLC (10)		L + 2.75	%			3.81	%		9/23/2026		5,000		4,849		4,680		0.46
Renaissance Learning, Inc. (11)		L + 4.50	%			5.58	%		3/30/2029		4,000		3,938		3,833		0.37
Rinchem Company, LLC (4)(9)		SOFR + 4.50	%			6.65	%		2/2/2029		4,000		3,981		3,765		0.37
University Support Services, LLC (9)		L + 3.25	%			4.92	%		2/10/2029		7,163		6,994		6,769		0.66
Weld North Education, LLC (9)		L + 3.75	%			5.42	%		12/21/2027		1,992		1,973		1,899		0.19
													128,037		125,722		12.28
Diversified Financial Services
Barbri Holdings, Inc. (4)(7)(10)		L + 5.75	%			7.42	%		4/30/2028		17,519		17,351		17,344		1.69
Mitchell International, Inc. (9)		L + 3.75	%			5.35	%		10/15/2028		8,489		8,209		7,757		0.76
Polaris Newco, LLC (9)		L + 4.00	%			5.67	%		6/2/2028		6,987		6,666		6,477		0.63
Sedgwick Claims Management Services, Inc. (6)(8)		L + 3.25	%			4.92	%		12/31/2025		7,496		7,334		7,060		0.69
													39,561		38,637		3.77
Diversified Telecommunication Services
Zacapa, LLC (6)(9)		SOFR + 4.25	%			6.30	%		3/22/2029		5,990		5,891		5,610		0.55
Zayo Group Holdings, Inc. (9)		SOFR + 4.25	%			5.78	%		3/9/2027		6,988		6,750		6,549		0.64
													12,640		12,160		1.19
Electric Utilities
Qualus Power Services Corp. (4)(7)(11)		L + 5.50	%			6.71	%		3/26/2027		10,822		10,700		10,685		1.04
Electrical Equipment
Madison IAQ, LLC (9)		L + 3.25	%			4.52	%		6/16/2028		4,239		4,104		3,873		0.38
Electronic Equipment, Instruments & Components
Albireo Energy, LLC (4)(5)(7)(11)		L + 6.00	%			8.13	%		12/23/2026		14,880		14,635		14,238		1.39
CPI International, Inc. (11)		L + 3.50	%			4.74	%		7/26/2024		1,990		1,995		1,974		0.19
Infinite Bidco, LLC (9)		L + 3.25	%			5.50	%		2/24/2028		2,985		2,999		2,776		0.27
Ingram Micro, Inc. (9)		L + 3.50	%	��		5.75	%		3/31/2028		2,985		2,998		2,832		0.28
													22,627		21,821		2.13

140

BCRED Emerald JV LP

Consolidated Schedule of Investments

June 30, 2022

(in thousands)

(Unaudited)

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

141

BCRED Emerald JV LP

Consolidated Schedule of Investments

June 30, 2022

(in thousands)

(Unaudited)

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

142

BCRED Emerald JV LP

Consolidated Schedule of Investments

June 30, 2022

(in thousands)

(Unaudited)

Investments (1)	Reference Rate and Spread			Interest Rate (2)			Maturity Date		Par Amount/ Units		Cost (3)		Fair Value		Percentage of Net Assets
First Lien Debt (continued)
Health Care Technology (continued)
Waystar Technologies, Inc. (8)		L + 4.00	%		5.67	%		10/22/2026		5,990		5,781		5,698		0.56
												42,724		42,555		4.16
Hotels, Restaurants & Leisure
Alterra Mountain Company (9)		L + 3.50	%		5.17	%		8/17/2028		6,990		6,764		6,667		0.65
Fertitta Entertainment, LLC (9)		SOFR + 4.00	%		5.53	%		1/27/2029		6,990		6,680		6,466		0.63
GVC Holdings Gibraltar, Ltd. (6)(9)		L + 2.25	%		3.74	%		3/16/2027		2,992		2,926		2,881		0.28
IRB Holding Corp. (10)		SOFR + 3.00	%		4.24	%		12/15/2027		2,397		2,398		2,257		0.22
IRB Holding Corp. (11)		SOFR + 2.75	%		4.42	%		2/5/2025		1,995		1,997		1,896		0.19
Scientific Games Holdings LP (9)		SOFR + 3.50	%		4.18	%		4/4/2029		2,000		1,895		1,857		0.18
Tacala Investment Corp. (10)		L + 3.50	%		5.17	%		2/5/2027		2,992		3,003		2,807		0.27
Twin River Worldwide Holdings, Inc. (6)(9)		L + 3.25	%		4.37	%		10/2/2028		8,416		8,124		7,838		0.76
Whatabrands, LLC (9)		L + 3.25	%		4.92	%		8/3/2028		8,819		8,506		8,292		0.81
												42,293		40,960		3.99
Household Durables
AI Aqua Merger Sub, Inc. (6)(7)(9)		L + 4.00	%		4.50	%		7/31/2028		7,333		7,001		6,538		0.64
Fluidra SA (6)(9)		SOFR + 2.00	%		3.63	%		1/29/2029		3,980		3,970		3,873		0.38
Hunter Douglas, Inc. (6)(9)		SOFR + 3.50	%		4.84	%		2/26/2029		4,000		3,981		3,458		0.34
												14,952		13,870		1.36
Industrial Conglomerates
Engineered Machinery Holdings, Inc. (10)		L + 3.75	%		6.00	%		5/19/2028		4,000		3,845		3,768		0.37
FCG Acquisitions, Inc. (9)		L + 3.75	%		6.00	%		3/16/2028		8,985		8,729		8,480		0.83
SPX Flow, Inc. (9)		SOFR + 4.50	%		6.13	%		4/5/2029		2,000		1,920		1,869		0.18
Vertical US Newco, Inc. (6)(9)		L + 3.50	%		4.02	%		7/30/2027		4,091		4,054		3,843		0.38
Victory Buyer, LLC (9)		L + 3.75	%		5.81	%		11/19/2028		2,993		3,010		2,776		0.27
												21,558		20,734		2.03
Insurance
Alliant Holdings Intermediate, LLC (8)		L + 3.25	%		4.92	%		5/9/2025		1,990		1,976		1,878		0.18
Alliant Holdings Intermediate, LLC (9)		L + 3.50	%		5.01	%		11/6/2027		2,985		3,001		2,786		0.27
AssuredPartners, Inc. (9)		SOFR + 3.50	%		5.03	%		2/12/2027		8,490		8,252		7,938		0.77
Baldwin Risk Partners, LLC (6)(9)		L + 3.50	%		4.69	%		10/14/2027		6,982		6,881		6,659		0.65
BroadStreet Partners, Inc. (8)		L + 3.00	%		4.67	%		1/27/2027		7,980		7,729		7,526		0.73

143

BCRED Emerald JV LP

Consolidated Schedule of Investments

June 30, 2022

(in thousands)

(Unaudited)

Investments (1)	Reference Rate and Spread			Interest Rate (2)			Maturity Date		Par Amount/ Units		Cost (3)		Fair Value		Percentage of Net Assets
First Lien Debt (continued)
Insurance (continued)
Howden Group Holdings Limited (6)(10)		L + 3.25	%		4.94	%		11/12/2027		4,492		4,493		4,252		0.42
HUB International Limited (10)		L + 3.25	%		4.35	%		4/25/2025		2,992		3,010		2,846		0.28
HUB International Limited (8)		L + 3.00	%		4.21	%		4/25/2025		5,474		5,242		5,196		0.51
NFP Corp. (8)		L + 3.25	%		4.92	%		2/15/2027		9,328		9,024		8,647		0.84
SG Acquisition, Inc. (4)(9)		L + 5.00	%		7.25	%		1/27/2027		33,651		33,574		33,651		3.28
USI, Inc. (11)		L + 3.00	%		5.25	%		5/16/2024		3,500		3,456		3,363		0.33
												86,639		84,743		8.26
Interactive Media & Services
Ancestry.com Operations, Inc (9)		L + 3.25	%		4.92	%		12/6/2027		2,970		2,974		2,717		0.27
AppLovin Corp. (11)		L + 3.25	%		5.50	%		8/15/2025		3,990		3,937		3,827		0.37
Cengage Learning, Inc. (11)		L + 4.75	%		5.75	%		6/29/2026		1,492		1,505		1,351		0.13
MH Sub I, LLC (11)		L + 3.75	%		5.42	%		9/13/2024		2,985		3,003		2,818		0.28
MH Sub I, LLC (8)		L + 3.75	%		5.42	%		9/13/2024		4,988		4,798		4,711		0.46
Project Boost Purchaser, LLC (8)		L + 3.50	%		5.17	%		6/1/2026		4,985		4,881		4,646		0.45
Red Planet Borrower, LLC (9)		L + 3.75	%		5.42	%		10/2/2028		4,980		4,962		4,410		0.43
SurveyMonkey, Inc. (4)(6)(8)		L + 3.75	%		5.42	%		10/10/2025		571		570		554		0.05
William Morris Endeavor Entertainment, LLC (8)		L + 2.75	%		4.42	%		5/18/2025		5,990		5,762		5,657		0.55
												32,392		30,692		2.99
Internet & Direct Marketing Retail
Donuts, Inc. (4)(11)		SOFR + 6.00	%		7.45	%		12/29/2026		28,591		28,461		28,591		2.79
Prodege International Holdings, LLC (4)(7)(10)		L + 5.75	%		7.58	%		12/15/2027		20,653		20,253		20,230		1.97
												48,714		48,820		4.76
IT Services
Dcert Buyer, Inc. (8)		L + 4.00	%		5.67	%		10/16/2026		9,997		9,628		9,583		0.94
Endurance International Group Holdings, Inc. (10)		L + 3.50	%		4.62	%		2/10/2028		4,492		4,387		4,051		0.40
Ensono Holdings, LLC (10)		L + 4.00	%		5.67	%		5/19/2028		2,762		2,724		2,569		0.25
Rackspace Technology Global (10)		L + 2.75	%		3.50	%		2/15/2028		2,000		1,880		1,829		0.18
Razor Holdco, LLC (4)(10)		L + 5.75	%		6.81	%		10/25/2027		25,870		25,393		25,353		2.47
Sabre Global, Inc. (6)(9)		L + 3.50	%		5.17	%		12/17/2027		5,000		4,738		4,691		0.46
Turing Midco, LLC (11)		L + 2.75	%		4.42	%		3/23/2028		3,500		3,453		3,371		0.33
Virtusa Corp. (10)		SOFR + 3.75	%		5.38	%		2/11/2028		3,990		3,952		3,784		0.37
												56,153		55,230		5.40

144

BCRED Emerald JV LP

Consolidated Schedule of Investments

June 30, 2022

(in thousands)

(Unaudited)

Investments (1)	Reference Rate and Spread			Interest Rate (2)			Maturity Date		Par Amount/ Units		Cost (3)		Fair Value		Percentage of Net Assets
First Lien Debt (continued)
Leisure Products
Motion Finco, LLC (6)(8)		L + 3.25	%		5.50	%		11/12/2026		8,500		8,096		7,877		0.77
Recess Holdings, Inc. (11)		L + 3.75	%		4.99	%		9/30/2024		2,195		2,193		2,116		0.21
												10,288		9,992		0.98
Life Sciences Tools & Services
Cambrex Corp. (10)		SOFR + 3.50	%		4.53	%		12/4/2026		3,947		3,926		3,755		0.37
Curia Global, Inc. (10)		L + 3.75	%		4.99	%		8/30/2026		4,240		4,184		4,014		0.39
												8,110		7,769		0.76
Machinery
Phoenix Services Merger Sub, LLC (11)		L + 3.75	%		5.42	%		3/1/2025		1,991		1,979		1,513		0.15
Pro Mach Group, Inc. (7)(11)		L + 4.00	%		5.67	%		8/31/2028		3,934		3,859		3,716		0.36
												5,838		5,229		0.51
Media
Clear Channel Outdoor Holdings, Inc. (6)(8)		L + 3.50	%		4.74	%		8/21/2026		1,990		1,960		1,720		0.17
Radiate Holdco, LLC (10)		L + 3.25	%		4.92	%		9/25/2026		3,980		3,987		3,711		0.36
Univision Communications, Inc. (10)		L + 3.25	%		4.92	%		3/15/2026		3,980		3,977		3,768		0.37
Univision Communications, Inc. (11)		L + 2.75	%		4.42	%		3/15/2024		809		810		798		0.08
UPC Financing Partnership (11)		L + 3.00	%		4.32	%		1/31/2029		3,500		3,428		3,337		0.33
Virgin Media Bristol, LLC (11)		L + 3.25	%		4.57	%		1/31/2029		3,500		3,457		3,363		0.33
												17,618		16,695		1.64
Metals & Mining
SCIH Salt Holdings, Inc. (10)		L + 4.00	%		4.75	%		3/16/2027		3,976		3,931		3,563		0.35
Oil, Gas & Consumable Fuels
CQP Holdco, LP (9)		L + 3.75	%		6.00	%		6/5/2028		7,970		7,917		7,512		0.73
Eagle Midstream Canada Finance, Inc. (4)(6)(13)		L + 6.25	%		7.82	%		11/26/2024		40,000		40,000		40,000		3.90
Freeport LNG Investments, LLLP (9)		L + 3.50	%		4.56	%		12/21/2028		4,957		4,918		4,312		0.42
												52,835		51,824		5.05
Pharmaceuticals
Embecta Corp. (11)		SOFR + 3.00	%		5.05	%		1/27/2029		457		454		433		0.04
Jazz Pharmaceuticals, Inc. (6)(9)		L + 3.50	%		5.17	%		4/21/2028		3,980		3,982		3,807		0.37
												4,436		4,240		0.41
Professional Services
ALKU, LLC (4)(10)		L + 5.25	%		7.45	%		3/1/2028		19,750		19,658		19,701		1.92
Aqgen Island Holdings, Inc. (9)		L + 3.50	%		5.81	%		8/2/2028		7,998		7,686		7,478		0.73

145

BCRED Emerald JV LP

Consolidated Schedule of Investments

June 30, 2022

(in thousands)

(Unaudited)

Investments (1)	Reference Rate and Spread			Interest Rate (2)			Maturity Date		Par Amount/ Units		Cost (3)		Fair Value		Percentage of Net Assets
First Lien Debt (continued)
Professional Services (continued)
Armor Holdco, Inc. (6)(9)		L + 4.50	%		6.75	%		12/11/2028		4,237		4,152		4,036		0.39
Camelot US Acquisition, LLC (6)(11)		L + 3.00	%		4.67	%		10/30/2026		3,985		3,889		3,767		0.37
Cast & Crew Payroll, LLC (9)		SOFR + 3.75	%		5.28	%		12/29/2028		4,975		4,973		4,739		0.46
Deerfield Dakota Holding, LLC (11)		SOFR + 3.75	%		5.28	%		4/9/2027		9,980		9,756		9,372		0.91
Galaxy US Opco, Inc. (6)(9)		SOFR + 4.75	%		6.28	%		4/29/2029		5,000		4,878		4,706		0.46
National Intergovernmental Purchasing Alliance Co. (8)		L + 3.50	%		5.75	%		5/23/2025		4,977		4,933		4,746		0.46
The Dun & Bradstreet Corporation (8)		L + 3.25	%		4.87	%		2/6/2026		8,279		7,980		7,834		0.76
Trans Union, LLC (9)		L + 2.25	%		3.92	%		12/1/2028		2,605		2,617		2,490		0.24
Trinity Partners Holdings, LLC (4)(7)(10)		L + 5.75	%		8.00	%		12/21/2028		9,292		9,095		9,081		0.89
VT Topco, Inc. (4)(7)(10)		L + 3.75	%		5.97	%		8/1/2025		145		143		136		0.01
VT Topco, Inc. (7)(10)		L + 3.75	%		5.42	%		8/1/2025		3,933		3,907		3,830		0.37
West Monroe Partners, LLC (4)(7)(10)		L + 5.50	%		6.75	%		11/8/2028		30,057		29,506		29,455		2.87
												113,172		111,371		10.84
Real Estate Management & Development
Cumming Group, Inc. (4)(7)(11)		L + 5.75	%		6.76	%		5/26/2027		13,798		13,781		13,622		1.33
Progress Residential PM Holdings, LLC (4)(7)(10)		L + 6.25	%		7.31	%		2/16/2028		18,138		18,306		18,138		1.77
												32,088		31,761		3.10
Software
Apex Group Treasury, LLC (6)(9)		L + 3.75	%		6.00	%		7/27/2028		1,100		1,084		1,045		0.10
Applied Systems, Inc. (8)		P + 4.75	%		6.75	%		9/19/2024		4,000		3,939		3,849		0.38
Boxer Parent Company, Inc. (8)		L + 3.75	%		5.42	%		10/2/2025		8,977		8,692		8,386		0.82
Brave Parent Holdings, Inc. (8)		L + 4.00	%		5.67	%		4/18/2025		1,000		1,001		964		0.09
Brown Group Holdings, LLC (11)		L + 2.50	%		4.17	%		6/7/2028		5,995		5,714		5,701		0.56
Cloudera, Inc. (9)		L + 3.75	%		5.42	%		10/8/2028		8,243		7,950		7,611		0.74
ConnectWise, LLC (9)		L + 3.50	%		5.75	%		9/29/2028		4,478		4,485		4,112		0.40
Delta Topco, Inc. (10)		L + 3.75	%		5.84	%		12/1/2027		3,990		3,956		3,623		0.35
ECI Macola Max Holding, LLC (6)(10)		L + 3.75	%		6.00	%		11/9/2027		7,000		6,746		6,619		0.65
EP Purchaser, LLC (9)		L + 3.50	%		5.75	%		11/6/2028		3,494		3,486		3,334		0.33
Epicor Software Corp. (10)		L + 3.25	%		4.92	%		7/30/2027		9,980		9,703		9,447		0.92
Flexera Software, LLC (10)		L + 3.75	%		5.37	%		3/3/2028		5,974		5,832		5,677		0.55

146

BCRED Emerald JV LP

Consolidated Schedule of Investments

June 30, 2022

(in thousands)

(Unaudited)

Investments (1)	Reference Rate and Spread			Interest Rate (2)			Maturity Date		Par Amount/ Units		Cost (3)		Fair Value		Percentage of Net Assets
First Lien Debt (continued)
Software (continued)
GI Consilio Parent, LLC (7)(9)		L + 4.00	%		5.67	%		4/30/2028		6,194		6,067		5,691		0.56
GovernmentJobs.com, Inc. (4)(7)(10)		L + 5.50	%		7.17	%		12/1/2028		23,541		22,998		22,939		2.24
Greeneden U.S. Holdings II, LLC (10)		L + 4.00	%		5.67	%		12/1/2027		4,477		4,479		4,294		0.42
HS Purchaser, LLC (10)		L + 4.00	%		5.63	%		11/19/2026		3,982		3,949		3,744		0.37
Hyland Software, Inc. (10)		L + 3.50	%		5.17	%		7/1/2024		3,982		3,954		3,853		0.38
Idera, Inc. (10)		L + 3.75	%		4.82	%		3/2/2028		2,985		2,995		2,762		0.27
Informatica, LLC (11)		L + 2.75	%		4.44	%		10/27/2028		1,600		1,580		1,523		0.15
ION Trading Finance Ltd. (6)(8)		L + 4.75	%		7.00	%		4/3/2028		5,855		5,550		5,417		0.53
Ivanti Software, Inc. (10)		L + 4.00	%		5.61	%		12/1/2027		1,990		1,979		1,706		0.17
LD Lower Holdings, Inc. (4)(7)(11)		L + 6.50	%		8.75	%		2/8/2026		15,059		14,925		15,059		1.47
Medallia, Inc. (4)(7)(10)		L + 6.75 PIK	%		8.42	%		10/29/2028		41,075		40,346		40,254		3.93
Mitnick Purchaser, Inc. (9)		SOFR + 4.75	%		5.82	%		5/2/2029		5,000		4,976		4,763		0.46
Monk Holding Co. (4)(7)(10)		L + 5.75	%		7.75	%		12/1/2027		29,626		28,882		28,821		2.81
Nintex Topco Limited (4)(6)(10)		L + 5.75	%		6.50	%		11/13/2028		30,000		29,440		29,100		2.84
NortonLifeLock, Inc. (6)(9)		SOFR + 2.00	%		2.50	%		1/27/2029		4,000		3,980		3,803		0.37
Perforce Software, Inc. (8)		L + 3.75	%		5.42	%		7/1/2026		3,356		3,346		3,104		0.30
Project Alpha Intermediate Holding, Inc. (8)		L + 4.00	%		5.67	%		4/26/2024		2,985		2,978		2,879		0.28
Proofpoint, Inc. (5)(9)		L + 3.25	%		4.82	%		8/31/2028		8,963		8,594		8,353		0.82
Quest Software, Inc. (6)(9)		SOFR + 4.25	%		5.42	%		2/1/2029		4,000		3,962		3,571		0.35
RealPage, Inc. (9)		L + 3.00	%		4.67	%		4/24/2028		7,992		7,751		7,410		0.72
Relativity ODA, LLC (4)(7)(11)		L + 8.15	%		9.15	%		5/12/2027		5,841		5,755		5,745		0.56
Rocket Software, Inc. (9)		L + 4.25	%		5.92	%		11/28/2025		5,469		5,295		5,095		0.50
S2P Acquisition Borrower, Inc. (6)(8)		L + 3.75	%		5.42	%		8/14/2026		2,985		2,997		2,856		0.28
Solarwinds Holdings, Inc. (11)		L + 2.75	%		4.42	%		2/5/2024		3,500		3,441		3,360		0.33
Sophia, LP (9)		L + 3.25	%		5.50	%		10/7/2027		9,990		9,588		9,347		0.91
Sovos Compliance, LLC (7)(9)		L + 4.50	%		6.17	%		7/29/2028		3,985		3,983		3,765		0.37
SS&C Technologies, Inc. (6)(9)		SOFR + 2.25	%		3.88	%		3/22/2029		4,568		4,456		4,366		0.43
Stamps.com, Inc. (4)(10)		L + 5.75	%		6.87	%		10/5/2028		30,000		29,440		29,700		2.90
Stamps.com, Inc. (4)(10)		L + 5.75	%		6.87	%		10/5/2028		29,925		29,367		29,626		2.89
Surf Holdings, LLC (6)(8)		SOFR + 3.50	%		5.42	%		3/5/2027		4,992		4,915		4,705		0.46
Symphony Technology Group (5)(6)(10)		L + 4.75	%		5.98	%		7/27/2028		1,995		2,000		1,799		0.18

147

BCRED Emerald JV LP

Consolidated Schedule of Investments

June 30, 2022

(in thousands)

(Unaudited)

Investments (1)	Reference Rate and Spread			Interest Rate (2)			Maturity Date		Par Amount/ Units		Cost (3)		Fair Value		Percentage of Net Assets
First Lien Debt (continued)
Software (continued)
Symphony Technology Group (6)(9)		L + 4.00	%		5.15	%		3/1/2029		4,000		3,981		3,653		0.36
The Ultimate Software Group, Inc. (9)		L + 3.25	%		4.21	%		5/4/2026		9,233		8,949		8,675		0.85
Triple Lift, Inc. (4)(7)(10)		SOFR + 5.75	%		6.58	%		5/6/2028		15,671		15,494		15,480		1.51
Veritas US, Inc. (6)(11)		L + 5.00	%		7.25	%		9/1/2025		3,696		3,696		3,052		0.30
Vision Solutions, Inc. (10)		L + 4.00	%		5.18	%		3/4/2028		5,056		5,061		4,596		0.45
VS Buyer, LLC (11)		L + 3.00	%		4.67	%		2/28/2027		3,081		3,035		2,908		0.28
												406,769		398,141		38.89
Specialty Retail
CustomInk, LLC (4)(11)		L + 6.18	%		7.18	%		5/3/2026		36,866		36,454		36,405		3.55
EG Dutch Finco BV (6)(8)		L + 4.00	%		6.25	%		2/7/2025		4,000		3,849		3,770		0.37
												40,303		40,175		3.92
Technology Hardware, Storage & Peripherals
Lytx, Inc. (4)(11)		L + 6.75	%		8.42	%		2/28/2026		29,397		29,266		28,441		2.78
Trading Companies & Distributors
Core and Main, LP (11)		L + 2.50	%		4.32	%		7/27/2028		4,000		3,910		3,822		0.37
Foundation Building Materials, Inc. (9)		L + 3.25	%		4.49	%		2/3/2028		6,985		6,722		6,147		0.60
Icebox Holdco III, Inc. (9)		L + 3.75	%		6.00	%		12/22/2028		4,951		4,885		4,607		0.45
LBM Acquisition, LLC (10)		L + 3.75	%		5.42	%		12/17/2027		3,980		3,977		3,282		0.32
Park River Holdings, Inc. (10)		L + 3.25	%		4.22	%		12/28/2027		3,114		3,103		2,569		0.25
Porcelain Acquisition Corp. (4)(7)(11)		L + 5.75	%		8.00	%		4/30/2027		8,825		8,611		8,763		0.86
Specialty Building Products Holdings, LLC (9)		L + 3.75	%		5.35	%		10/15/2028		1,995		2,007		1,771		0.17
SRS Distribution, Inc. (9)		SOFR + 3.50	%		4.02	%		6/4/2028		9,980		9,742		9,238		0.90
The Cook & Boardman Group, LLC (11)		SOFR + 5.75	%		6.97	%		10/17/2025		3,886		3,802		3,730		0.36
												46,759		43,927		4.28
Transportation Infrastructure
First Student Bidco, Inc. (9)		L + 3.00	%		5.23	%		7/21/2028		3,987		3,976		3,571		0.35
Froneri International PLC (11)		L + 2.25	%		3.92	%		1/29/2027		1,933		1,861		1,784		0.17
Frontline Road Safety, LLC (4)(7)(10)		L + 5.75	%		6.68	%		5/3/2027		13,326		12,868		12,826		1.25
Roadsafe Holdings, Inc. (4)(11)		L + 5.75	%		7.76	%		10/19/2027		18,950		18,760		18,760		1.83
												37,466		36,941		3.60

148

BCRED Emerald JV LP

Consolidated Schedule of Investments

June 30, 2022

(in thousands)

(Unaudited)

Investments (1)	Reference Rate and Spread			Interest Rate (2)			Maturity Date		Par Amount/ Units		Cost (3)		Fair Value		Percentage of Net Assets
First Lien Debt (continued)
Wireless Telecommunication Services
CCI Buyer, Inc. (10)		SOFR + 4.00	%		6.05	%		12/17/2027		9,505		9,222		8,697		0.85
Total First Lien Debt											$	2,715,577	$	2,663,851		259.96	%
Second Lien Debt
Health Care Providers & Services
Jayhawk Buyer, LLC (4)(11)		L + 8.75	%		9.99	%		10/15/2027	$	1,877	$	1,855	$	1,863		0.18	%
Industrial Conglomerates
Victory Buyer, LLC (4)(9)		L + 7.00	%		9.06	%		11/1/2029		28,857		28,585		28,280		2.76
Total Second Lien Debt											$	30,440	$	30,143		2.94	%
Warrant
Software
Mermaid EquityCo L.P. - Class B Units (4)									$	495	$	831	$	900		0.09	%
Total Warrant											$	831	$	900		0.09	%
Equity
Aerospace & Defense
Loar Acquisition 13, LLC - Common Units (4)										2,547,048	$	4,305	$	4,839		0.47	%
Air Freight & Logistics
AGI Group Holdings LP - A2 Units (4)										194		208		208		0.02
Mode Holdings, L.P. - Class A-2 Common Units (4)										1,230,769		2,215		2,043		0.20
												2,424		2,251		0.22
Distributors
Box Co-Invest Blocker, LLC (4)										780,000		780		814		0.08
Diversified Consumer Services
Cambium Holdings, LLC - Senior Preferred Interests (4)										974,662		1,131		1,170		0.11
Deneb Ultimate Topco, LLC - Class A Units (4)										728		728		728		0.07
												1,859		1,898		0.18
Health Care Providers & Services
Jayhawk Holdings, LP - A-1 Common Units (4)										797		210		227		0.02
Jayhawk Holdings, LP - A-2 Common Units (4)										429		113		122		0.01
												322		349		0.03

149

BCRED Emerald JV LP

Consolidated Schedule of Investments

June 30, 2022

(in thousands)

(Unaudited)

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

(1) All debt investments are income producing unless otherwise indicated. All equity investments are non-income producing unless otherwise noted. Certain portfolio company investments are subject to contractual

150

BCRED Emerald JV LP

Consolidated Schedule of Investments

June 30, 2022

(in thousands)

(Unaudited)

restrictions on sales. The total par amount is presented for debt investments and the number of shares or units owned is presented for equity investments. Each of the Company’s investments is pledged as collateral, under one or more of its credit facilities unless otherwise indicated.

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

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

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

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

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

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

Investments—non-controlled/ non-affiliated	Commitment Type		Commitment Expiration Date		Unfunded Commitment		Fair Value
First Lien Debt
ADCS Clinics Intermediate Holdings, LLC		Revolver		5/7/2027	$	781	$	(16	)
ADCS Clinics Intermediate Holdings, LLC		Delayed Draw Term Loan		5/7/2023		489		—
AI Aqua Merger Sub, Inc.		Delayed Draw Term Loan		7/30/2028		1,667		—
Albireo Energy, LLC		Delayed Draw Term Loan		12/23/2026		4,646		—
Atlas Intermediate III, LLC		Delayed Draw Term Loan		2/25/2028		915		—
Barbri Holdings, Inc.		Delayed Draw Term Loan		4/28/2023		2,198		—
Bazaarvoice, Inc.		Delayed Draw Term Loan		11/7/2022		2,831		—
Bazaarvoice, Inc.		Revolver		5/7/2026		2,123		—
Monk Holding Co.		Delayed Draw Term Loan		8/12/2023		7,996		(106	)
Cambium Learning Group, Inc.		Revolver		7/20/2028		3,249		—
CCBlue Bidco, Inc.		Delayed Draw Term Loan		12/21/2023		3,841		(38	)
CPI Buyer, LLC		Delayed Draw Term Loan		5/1/2023		8,058		—
CPI Buyer, LLC		Revolver		11/1/2026		2,379		—
CSHC Buyerco, LLC		Delayed Draw Term Loan		9/8/2026		3,511		—
Cumming Group, Inc.		Delayed Draw Term Loan		5/26/2027		2,022		(20	)
Cumming Group, Inc.		Revolver		5/26/2027		1,779		—
DCA Investment Holdings, LLC		Delayed Draw Term Loan		3/12/2023		335		—
Icebox Holdco III, Inc.		Delayed Draw Term Loan		12/22/2028		1,027		(59	)
EM Bidco Limited		Delayed Draw Term Loan		4/12/2029		1,579		—

151

BCRED Emerald JV LP

Consolidated Schedule of Investments

June 30, 2022

(in thousands)

(Unaudited)

Investments—non-controlled/ non-affiliated	Commitment Type		Commitment Expiration Date		Unfunded Commitment		Fair Value
First Lien Debt (continued)
Express Wash Concepts, LLC		Delayed Draw Term Loan		4/30/2027		24,500		(245	)
Forefront Management Holdings, LLC		Delayed Draw Term Loan		3/23/2029		994		—
Frontline Road Safety, LLC		Delayed Draw Term Loan		5/3/2027		484		—
Frontline Road Safety, LLC		Delayed Draw Term Loan		4/30/2027		3,720		—
Genuine Cable Group, LLC		Delayed Draw Term Loan		4/1/2023		2,547		—
GovernmentJobs.com, Inc.		Revolver		11/30/2027		2,566		(51	)
GovernmentJobs.com, Inc.		Delayed Draw Term Loan		11/30/2023		8,018		(80	)
Java Buyer, Inc.		Delayed Draw Term Loan		12/15/2023		3,888		—
Knowledge Pro Buyer, Inc.		Revolver		12/10/2023		1,582		—
Knowledge Pro Buyer, Inc.		Delayed Draw Term Loan		12/10/2027		3,878		(39	)
Latham Pool Products, Inc.		Delayed Draw Term Loan		2/18/2029		11,250		(783	)
LD Lower Holdings, Inc.		Delayed Draw Term Loan		2/8/2023		2,542		—
Reverb Buyer, Inc.		Delayed Draw Term Loan		11/1/2028		640		(38	)
Navigator Acquiror, Inc.		Delayed Draw Term Loan		7/16/2023		4,317		—
New Arclin US Holding Corp.		Delayed Draw Term Loan		9/22/2028		382		(28	)
Pediatric Associates Holding Co., LLC		Delayed Draw Term Loan		12/28/2028		263		—
Porcelain Acquisition Corp.		Delayed Draw Term Loan		4/1/2027		2,115		—
Pro Mach Group, Inc.		Delayed Draw Term Loan		8/31/2028		95		—
Prodege International Holdings, LLC		Delayed Draw Term Loan		12/15/2022		2,737		—
Progress Residential PM Holdings, LLC		Delayed Draw Term Loan		3/17/2023		3,721		—
Qualus Power Services Corp.		Delayed Draw Term Loan		3/26/2023		2,004		—
Refficiency Holdings, LLC		Delayed Draw Term Loan		12/16/2027		683		—
Relativity ODA, LLC		Revolver		5/12/2027		538		(8	)
RWL Holdings, LLC		Delayed Draw Term Loan		12/1/2027		5,185		(52	)
Smile Doctors, LLC		Revolver		12/23/2027		3,932		—
Stepping Stones Healthcare Services, LLC		Delayed Draw Term Loan		12/30/2023		3,625		(36	)
Stepping Stones Healthcare Services, LLC		Revolver		12/30/2026		1,813		(36	)
Tailwind Colony Holding Corporation		Delayed Draw Term Loan		12/10/2022		176		—
Trident TPI Holdings, Inc.		Delayed Draw Term Loan		9/15/2028		93		—
Trinity Partners Holdings, LLC		Delayed Draw Term Loan		12/21/2023		2,518		(25	)
Triple Lift, Inc.		Revolver		5/6/2028		1,321		—
US Oral Surgery Management Holdco, LLC		Delayed Draw Term Loan		11/18/2023		7,269		—
US Oral Surgery Management Holdco, LLC		Revolver		11/18/2027		1,915		(29	)
VT Topco, Inc.		Delayed Draw Term Loan		8/1/2025		117		—
West Monroe Partners, LLC		Delayed Draw Term Loan		11/9/2023		7,580		—
West Monroe Partners, LLC		Revolver		11/9/2027		2,274		—
WHCG Purchaser III, Inc.		Revolver		6/22/2026		741		(7	)
WHCG Purchaser III, Inc.		Delayed Draw Term Loan		6/22/2023		1,154		—
Total Unfunded Commitments					$	174,602	$	(1,696	)

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

152

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

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

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

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

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

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

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

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

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

153

	For the Three Months Ended June 30, 2022			For the Six Months Ended June 30, 2022
Total net realized and change in unrealized gain (loss) on investments		(49,020	)		(51,291	)
Net increase (decrease) in net assets resulting from operations	$	(22,160	)	$	(3,529	)

Note 11. Twin Peaks Acquisition

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

Pursuant to the Purchase Agreement, the Company purchased 100% of the limited liability company interests in Twin Peaks, which directly holds Assets and two wholly-owned financing subsidiaries (the “Financing Subsidiaries”), each of which directly holds Assets. Each of the Financing Subsidiaries (Denali Peak Funding and Siris Peak Funding) are now indirectly wholly-owned by the Company and have entered into credit facilities that have been assumed by the Company pursuant to the Purchase Agreement.

The following table summarizes the assets and liabilities of Twin Peaks as of the acquisition date:

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

154

Note 12. Subsequent Events

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

July Subscriptions and Dividend Declarations

The Company received approximately $0.9 billion of net proceeds relating to the issuance of Class I shares, Class S shares, and Class D shares for subscriptions effective July 1, 2022.

On July 20, 2022, the Company’s Board declared distributions of $0.1740 per Class I share, $0.1564 per Class S share, and $0.1688 per Class D share, which is payable on August 29, 2022 to shareholders of record as of July 31, 2022.

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

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

Naomi Peak Funding Facility

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

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

The initial maximum commitment amount of the Naomi Peak Funding Facility is $400 million, of which $250 million was funded as a term loan after the closing date and of which $150 million consists of a revolving credit commitment. Proceeds from borrowings under the Naomi Peak Funding Facility may be used to fund portfolio investments by Naomi Peak Funding and to make advances under revolving loans or delayed draw term loans where Naomi Peak Funding is a lender. The period during which Naomi Peak Funding may make borrowings under the Naomi Peak Funding Facility expires on July 18, 2024, and the Naomi Peak Funding Facility will mature and all amounts outstanding under the credit facility must be repaid by July 18, 2031.

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

The information contained in this section should be read in conjunction with “Item 1. Financial Statements.” This discussion contains forward-looking statements, which relate to future events our future performance or financial condition and involves numerous risks and uncertainties, including, but not limited to, those set forth in “Risk Factors” in Part I, Item 1A of our annual report on Form 10-K for the year ended December 31, 2021 as updated by the Company’s periodic filings with the Securities and Exchange Commission.

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Overview and Investment Framework

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

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

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

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

Key Components of Our Results of Operations

Investments

We focus primarily on loans and securities, including syndicated loans, of private U.S. companies. Our level of investment activity (both the number of investments and the size of each investment) can and will vary substantially from period to period depending on many factors, including the amount of debt and equity capital available to private companies, the level of merger and acquisition activity for such companies, the general economic environment, trading prices of loans and other securities and the competitive environment for the types of investments we make.

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Revenues

We generate revenue in the form of interest income on debt investments, capital gains, and dividend income from our equity investments in our portfolio companies. Our senior and subordinated debt investments are expected to bear interest at a fixed or floating rate. Interest on debt securities is generally payable quarterly or semiannually. In some cases, some of our investments may provide for deferred interest payments or PIK interest. The principal amount of the debt securities and any accrued but unpaid PIK interest generally will become due at the maturity date. In addition, we may generate revenue in the form of commitment and other fees in connection with transactions. Original issue discounts and market discounts or premiums will be capitalized, and we will accrete or amortize such amounts as interest income. We will record prepayment premiums on loans and debt securities as interest income. Dividend income, if any, will be recognized on an accrual basis to the extent that we expect to collect such amounts. In addition, we generate revenue in the form of commitment, loan origination, structuring or diligence fees, fees for providing managerial assistance to our portfolio companies, and possibly consulting fees.

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

Expenses

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

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

Expense Support and Conditional Reimbursement Agreement

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

Portfolio and Investment Activity

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

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

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

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

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

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

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

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

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As of June 30, 2022, our portfolio companies had a weighted average annual EBITDA of $167 million. These calculations include all private debt investments for which fair value is determined by the Board in conjunction with a third-party valuation firm and excludes quoted assets. Amounts are weighted based on fair market value of each respective investment. Amounts were derived from the most recently available portfolio company financial statements, have not been independently by us, and may reflect a normalized or adjusted amount. Accordingly, we make no representation or warranty in respect of this information.

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

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

(1) Includes equity investment in SLC.

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

BCRED Emerald JV

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

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

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

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Results of Operations

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

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

Net increase (decrease) in net assets resulting from operations can vary from period to period as a result of various factors, including acquisitions, the level of new investment commitments, the recognition of realized gains and losses and changes in unrealized appreciation and depreciation on the investment portfolio. Additionally, as we commenced operations on January 7, 2021, many of the period over period changes resulted from our deployment of capital and increased balance of our investments. As a result, comparisons may not be meaningful.

Investment Income

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

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

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

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

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

Expenses

Expenses were as follows (dollar amounts in thousands):

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

Interest Expense

Total interest expense (including unused fees and other debt financing expenses), increased to $158.2 million for the three months ended June 30, 2022 from $17.3 million for the same period in the prior year primarily driven by increased borrowings under our credit facilities, unsecured notes and debt securitizations. The average principal debt outstanding increased to $21,268.1 million for the three months ended June 30, 2022 from $2,814.1 million for the same period in the prior year in addition to an increase in our weighted average interest rate to 2.86% for the three months ended June 30, 2022 from 2.21% for the same period in the prior year.

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

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Management Fees

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

Income Based Incentive Fees

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

Capital Gains Incentive Fees

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

Other Expenses

Organization costs and offering costs include expenses incurred in our initial formation and our continuous offering. Professional fees include legal, rating agencies, audit, tax, valuation, technology and other professional fees incurred related to the management of us. Administrative service expenses represent expense reimbursements paid to the Administrator for our allocable portion of overhead and other expenses incurred by the Administrator in performing its obligations under the administration agreement, including our allocable portion of the cost of certain of our executive officers, their respective staff and other non-investment professionals that perform duties for us. Other general and administrative expenses include insurance, filing, research, our sub-administrator, subscriptions and other costs.

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

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

Income Taxes, Including Excise Taxes

We elected to be treated as a RIC under Subchapter M of the Code, and we operate in a manner so as to continue to qualify for the tax treatment applicable to RICs. To qualify for tax treatment as a RIC, we must,

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among other things, distribute to our shareholders in each taxable year generally at least 90% of the sum of our investment company taxable income, as defined by the Code (without regard to the deduction for dividends paid), and net tax-exempt income for that taxable year. To maintain our tax treatment as a RIC, we, among other things, intend to make the requisite distributions to our shareholders, which generally relieve us from corporate-level U.S. federal income taxes.

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

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

Net Unrealized Gain (Loss)

Net unrealized gain (loss) was comprised of the following (dollar amounts in thousands):

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

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

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

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Net Realized Gain (Loss)

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

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

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

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

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

Interest Rate Swaps

We use interest rate swaps to mitigate interest rate risk associated with the Company’s fixed rate liabilities. We have designated certain interest rate swaps to be in a hedge accounting relationship. See “Item 1. Consolidated Financial Statements—Notes to Consolidated Financial Statements—Note 2. Significant Accounting Policies” for additional disclosure regarding our accounting for derivative instruments designated in a hedge accounting relationship. See our schedule of investments for additional disclosure regarding these derivative instruments. See “Item 1. Consolidated Financial Statements—Notes to Consolidated Financial Statements—Note 6. Borrowings” for additional disclosure regarding the carrying value of our debt.

Financial Condition, Liquidity and Capital Resources

We generate cash primarily from the net proceeds of our continuous offering of common shares, proceeds from net borrowings on our credit facilities and income earned on our debt investments. The primary uses of our cash and cash equivalents are for (i) originating and purchasing debt investments, (ii) funding the costs of our operations (including fees paid to our Adviser and expense reimbursements paid to our Administrator), (iii) debt service, repayment and other financing costs of our borrowings, (iv) funding repurchases under our Share Repurchase Program and (v) cash distributions to the holders of our shares.

As of June 30, 2022 and December 31, 2021, we had thirteen and twelve asset based leverage facilities, one and one revolving credit facility, twelve and seven unsecured note issuances, five and three debt securitizations and short term borrowings related to repurchase obligations outstanding, respectively. We have and will continue

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

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

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

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

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

165

Equity

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

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

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

	June 30, 2022
	Shares			Amount
CLASS I
Subscriptions		221,712,300		$	5,719,346
Share transfers between classes		1,533,335			39,479
Distributions reinvested		8,503,028			218,785
Share repurchases		(11,878,376	)		(296,104	)
Early repurchase deduction		—			2,644
Net increase (decrease)		219,870,287		$	5,684,150
CLASS S
Subscriptions		108,794,581		$	2,805,719
Share transfers between classes		(176,884	)		(4,520	)
Distributions reinvested		3,153,054			81,177
Share repurchases		(1,665,431	)		(41,963	)
Early repurchase deduction		—			405
Net increase (decrease)		110,105,320		$	2,840,818

166

	June 30, 2022
	Shares			Amount
CLASS D
Subscriptions		20,725,977		$	534,032
Share transfers between classes		(1,356,451	)		(34,959	)
Distributions reinvested		517,379			13,305
Share repurchases		(91,424	)		(2,276	)
Early repurchase deduction		—			67
Net increase (decrease)		19,795,481		$	510,169
Total net increase (decrease)		349,771,088		$	9,035,137

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

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

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

	Shares			Amount
CLASS I
Subscriptions		144,470,591		$	3,669,228
Share transfers between classes		106,389			2,745
Distributions reinvested		959,838			24,563
Share repurchases		(48,738	)		(1,258	)
Early repurchase deduction		—			19
Net increase (decrease)		145,488,080		$	3,695,297

167

	Shares			Amount
CLASS S
Subscriptions		42,866,403		$	1,093,871
Distributions reinvested		208,295			5,341
Share repurchases		—			—
Early repurchase deduction fees		—			6
Net increase (decrease)		43,074,698		$	1,099,218
CLASS D
Subscriptions		3,125,266		$	80,347
Transfers		(106,389	)		(2,745	)
Distributions reinvested		2,411			62
Share repurchases		—			—
Early repurchase deduction fees		—			—
Net increase (decrease)		3,021,288		$	77,664
Total net increase (decrease)		191,584,066		$	4,872,179

Distributions and Dividend Reinvestment

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

					Class I
Declaration Date	Record Date		Payment Date		Distribution Per Share		Distribution Amount
January 26, 2022		January 31, 2022		February 24, 2022	$	0.1740	$	66,686
February 23, 2022		February 28, 2022		March 25, 2022		0.1740		75,042
March 23, 2022		March 31, 2022		April 28, 2022		0.1740		82,959
April 23, 2022		April 30, 2022		May 27, 2022		0.1740		89,838
May 23, 2022		May 31, 2022		June 29, 2022		0.1740		96,450
June 23, 2022		June 30, 2022		July 27, 2022		0.1740		100,372
					$	1.0440	$	511,347
					Class S
Declaration Date	Record Date		Payment Date		Distribution Per Share		Distribution Amount
January 26, 2022		January 31, 2022		February 24, 2022	$	0.1556	$	23,816
February 23, 2022		February 28, 2022		March 25, 2022		0.1556		26,598
March 23, 2022		March 31, 2022		April 28, 2022		0.1557		29,834
April 23, 2022		April 30, 2022		May 27, 2022		0.1557		32,985
May 23, 2022		May 31, 2022		June 29, 2022		0.1558		35,893
June 23, 2022		June 30, 2022		July 27, 2022		0.1561		38,018
					$	0.9345	$	187,144
					Class D
Declaration Date	Record Date		Payment Date		Distribution Per Share		Distribution Amount
January 26, 2022		January 31, 2022		February 24, 2022	$	0.1686	$	3,469
February 23, 2022		February 28, 2022		March 25, 2022		0.1686		3,961
March 23, 2022		March 31, 2022		April 28, 2022		0.1686		4,551
April 23, 2022		April 30, 2022		May 27, 2022		0.1686		5,126
May 23, 2022		May 31, 2022		June 29, 2022		0.1686		5,699
June 23, 2022		June 30, 2022		July 27, 2022		0.1687		6,190
					$	1.0117	$	28,996

168

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

					Class I
Declaration Date	Record Date		Payment Date		Distribution Per Share		Distribution Amount
January 29, 2021		January 31, 2021		February 24, 2021	$	0.1151	$	3,431
February 24, 2021		February 28, 2021		March 29, 2021		0.1427		7,206
March 30, 2021		March 31, 2021		April 28, 2021		0.1458		10,483
April 23, 2021		April 30, 2021		May 26, 2021		0.1510		15,074
May 25, 2021		May 31, 2021		June 28, 2021		0.1563		19,336
June 29, 2021		June 30, 2021		July 28, 2021		0.1667		24,261
June 29, 2021		June 30, 2021		July 28, 2021		0.1233		17,944	(1)
					$	1.0009	$	97,735
					Class S
Declaration Date	Record Date		Payment Date		Distribution Per Share		Distribution Amount
January 29, 2021		January 31, 2021		February 24, 2021	$	0.1008	$	277
February 24, 2021		February 28, 2021		March 29, 2021		0.1250		827
March 30, 2021		March 31, 2021		April 28, 2021		0.1281		1,426
April 23, 2021		April 30, 2021		May 26, 2021		0.1329		2,994
May 25, 2021		May 31, 2021		June 28, 2021		0.1382		4,607
June 29, 2021		June 30, 2021		July 28, 2021		0.1484		6,391
June 29, 2021		June 30, 2021		July 28, 2021		0.1233		5,311	(1)
					$	0.8967	$	21,833
					Class D
Declaration Date	Record Date		Payment Date		Distribution Per Share		Distribution Amount
May 25, 2021		May 31, 2021		June 28, 2021	$	0.1510	$	205
June 29, 2021		June 30, 2021		July 28, 2021		0.1613		487
June 29, 2021		June 30, 2021		July 28, 2021		0.1233		373	(1)
					$	0.4356	$	1,065

(1) Represents a special distribution.

With respect to distributions, we have adopted an “opt out” dividend reinvestment plan for shareholders. As a result, in the event of a declared cash distribution or other distribution, each shareholder that has not “opted out” of the dividend reinvestment plan will have their dividends or distributions automatically reinvested in additional shares rather than receiving cash distributions. Shareholders who receive distributions in the form of shares will be subject to the same U.S. federal, state and local tax consequences as if they received cash distributions.

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

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

169

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

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

Share Repurchase Program

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

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

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

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

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

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

170

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

(2) All repurchase requests were satisfied in full.

(3) Amounts shown net of Early Repurchase Deduction

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

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

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

Borrowings

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

	June 30, 2022
	Aggregate Principal Committed		Outstanding Principal		Carrying Value		Unused Portion (1)		Amount Available (2)
Bard Peak Funding Facility	$	1,650,000	$	1,547,400	$	1,547,400	$	102,600	$	102,600
Castle Peak Funding Facility (3)		1,600,000		1,356,455		1,356,455		243,545		243,521
Maroon Peak Funding Facility		800,000		800,000		800,000		—		—
Summit Peak Funding Facility (4)		2,300,000		1,808,793		1,808,793		491,207		33,223
Denali Peak Funding Facility		750,000		749,800		749,800		200		200
Bushnell Peak Funding Facility		600,000		593,800		593,800		6,200		6,200
Granite Peak Funding Facility		750,000		301,400		301,400		448,600		181,574
Middle Peak Funding Facility		800,000		713,950		713,950		86,050		86,050
Bison Peak Funding Facility		1,500,000		1,349,400		1,349,400		150,600		150,600
Blanca Peak Funding Facility		1,000,000		1,000,000		1,000,000		—		—
Windom Peak Funding Facility (5)		2,000,000		1,816,641		1,816,641		183,359		181,931
Monarch Peak Funding Facility		2,000,000		973,400		973,400		1,026,600		48,490
Borah Peak Funding Facility		400,000		349,000		349,000		51,000		51,000
2022-1 BSL WH		400,000		91,000		91,000		309,000		309,000
Revolving Credit Facility (6)		5,150,000		1,324,731		1,324,731		3,825,269		3,825,269
June 2024 Notes (7)(10)		435,000		435,000		421,027		—		—
June 2026 Notes (7)		400,000		400,000		397,279		—		—
September 2024 Notes (7)(10)		365,000		365,000		352,254		—		—
December 2026 Notes (7)(10)		1,250,000		1,250,000		1,204,396		—		—
November 2026 Eurobonds (7)(8)		580,475		580,475		517,533		—		—
November 2024 Notes (7)(10)		500,000		500,000		482,076		—		—
March 2027 Notes (7)		1,000,000		1,000,000		988,040		—		—
January 2025 Notes (7)(10)		500,000		500,000		480,646		—		—
January 2029 Notes (7)		650,000		650,000		638,361		—		—
March 2025 Notes (7)		900,000		900,000		876,324		—		—
May 2027 Notes (7)		625,000		625,000		621,436		—		—
April 2026 UK Bonds (7)(8)		326,925		326,925		296,439		—		—

171

	June 30, 2022
	Aggregate Principal Committed		Outstanding Principal		Carrying Value		Unused Portion (1)		Amount Available (2)
2021-1 BSL Debt (9)		663,000		663,000		661,953		—		—
2022-1 BSL Debt (9)		420,000		420,000		418,670		—		—
2021-2 Debt (9)		505,800		505,800		504,189		—		—
MML 2021-1 Debt (9)		690,000		690,000		685,860		—		—
MML 2022-1 Debt (9)		759,000		759,000		753,652		—		—
Short-Term Borrowings		302,182		302,182		302,182		—		—
Total	$	32,572,382	$	25,648,152	$	25,378,087	$	6,924,230	$	5,219,658

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

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

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

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

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

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

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

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

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

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

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

For additional information on our debt obligations see “Item 1. Consolidated Financial Statements—Notes to Consolidated Financial Statements—Note 6. Borrowings.”

Off-Balance Sheet Arrangements

Portfolio Company Commitments

Our investment portfolio contains and is expected to continue to contain debt investments which are in the form of lines of credit or delayed draw commitments, which require us to provide funding when requested by portfolio companies in accordance with underlying loan agreements. As of June 30, 2022 and December 31, 2021, we had unfunded delayed draw term loans and revolvers with an aggregate principal amount of $6,873.6 million and $4,870.5 million, respectively.

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

Twin Peaks Acquisition

Pursuant to a Securities Purchase Agreement, dated March 5, 2021 (the “Purchase Agreement”), by and among us, Twin Peaks Parent LLC, a Delaware limited liability company not affiliated with the Company (the “Seller”), BCRED Twin Peaks LLC (“Twin Peaks”), Teacher Retirement System of Texas, an investor in

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Seller, and the Adviser, we acquired Twin Peaks which includes a portfolio of assets from Seller consisting of loans to 41 borrowers (including delayed draw term loans), five equity investments, cash and other assets (collectively, the “Assets”) for an aggregate purchase price of $721.0 million. For additional information see “Item 1. Financial Statements—Notes to Financial Statements—Note 11. Twin Peaks Acquisition.”

Related-Party Transactions

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

• the Investment Advisory Agreement;

• the Administration Agreement;

• Intermediary Manager Agreement;

• Expense Support and Conditional Reimbursement Agreement; and

• Twin Peaks Acquisition

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

Performance

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

(1) YTD return is through June 30, 2022 and assumes distributions are reinvested pursuant to the Company’s dividend reinvestment plan. Amounts are not annualized.

Recent Developments

Covid-19

As the novel coronavirus, or COVID-19, pandemic has evolved from its emergence in early 2020, so has its global impact. Many countries have at times re-instituted, or strongly encouraged, varying levels of quarantines and restrictions on travel and in some cases have at times limited operations of certain businesses and taken other restrictive measures designed to help slow the spread of COVID-19 and its variants. Governments and businesses have also instituted vaccine mandates and testing requirements for employees. While vaccine availability and uptake has increased, the longer-term macro-economic effects on global supply chains, inflation, labor shortages and wage increases continue to impact many industries, including the collateral underlying certain of our loans. Moreover, with the potential for new strains of COVID-19 or outbreaks of other infectious diseases, governments and businesses may re-impose aggressive measures to help slow the spread of infectious diseases in the future. For this reason, among others, as the COVID-19 pandemic continues, the potential global impacts are uncertain and difficult to assess.

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Macroeconomic Environment

The U.S. Federal Reserve’s recent actions to increase interest rates in order to control inflation have created further uncertainty for the economy and for our borrowers. Although our business model is such that rising interest rates will, all else being equal, correlate to increases in our net income, increases in interest rates may adversely affect our existing borrowers. It is difficult to predict the full impact of recent changes and any future changes in interest rates or inflation.

Reference Rate Reform

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

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

At this time, it is not possible to predict how markets will respond to SOFR, SONIA, or other alternative reference rates as the transition away from USD LIBOR and GBP LIBOR proceeds. Despite the LIBOR transition in other markets, benchmark rate methodologies in Europe, Australia, Canada, Switzerland, and Denmark have been reformed and rates such as EURIBOR, STIBOR, BBSY, CDOR, SARON, and CIBOR may persist as International Organization of Securities Commissions, or IOSCO, compliant reference rates moving forward. However, multi-rate environments may persist in these markets as regulators and working groups have suggested market participants adopt alternative reference rates.

Critical Accounting Estimates

The preparation of the consolidated financial statements requires us to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses. Changes in the economic environment, financial markets, and any other parameters used in determining such estimates could cause actual results to differ. Our critical accounting estimates, including those relating to the valuation of our investment portfolio, are described in our Annual Report on Form 10-K for the year ended December 31, 2021, filed with the SEC on March 9, 2022, and elsewhere in our filings with the SEC. There have been no material changes in our critical accounting policies and practices.

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Item 3. Quantitative and Qualitative Disclosures About Market Risk.

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

Valuation Risk

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

Interest Rate Risk

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

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

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

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

We may in the 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.

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Inflation and Supply Chain Risk

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

Item 4. Controls and Procedures.

(a) Evaluation of Disclosure Controls and Procedures

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

(b) Changes in Internal Controls Over Financial Reporting

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

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PART II—OTHER INFORMATION

Item 1. Legal Proceedings.

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

Item 1A. Risk Factors.

In addition to the other information set forth in this report, you should carefully consider the risk factors disclosed under Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2021.

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

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

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

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

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

(2) Amounts not inclusive of Early Repurchase Deduction.

Item 3. Defaults Upon Senior Securities.

None.

Item 4. Mine Safety Disclosures.

Not applicable.

Item 5. Other Information.

None.

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Item 6. Exhibits.

Exhibit Number	Description of Exhibits
4.1	Indenture, dated as of September 15, 2021, by and between the Company and U.S. Bank National Association, as trustee (incorporated by reference to Exhibit 4.1 of the Company’s Current Report on Form 8-K, filed on September 15, 2021).
4.2	Form of 4.875% Notes due 2026 (incorporated by reference to Exhibit 4.3 to the Company’s Current Report on Form 8-K filed on April 20, 2022).
10.1	Note Purchase Agreement, dated May 3, 2022, by and among the Company and the Purchasers party thereto (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on May 3, 2022).
10.2	Amendment and Restatement Agreement dated as of May 6, 2022 to the Senior Secured Credit Agreement dated as of May 18, 2021, by and among the Company, each of the Lenders from time to time party thereto and Citibank, N.A., as administrative agent (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on May 12, 2022).
10.3	Amended and Restated Senior Secured Credit Agreement, dated May 6, 2022, by and among the Company, each of the Lenders from time to time party thereto and Citibank, N.A., as administrative agent (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on May 12, 2022).
31.1	Certification of Principal Executive Officer Pursuant to Rule 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*
31.2	Certification of Principal Financial Officer Pursuant to Rule 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*
32.1	Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.*
32.2	Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.*

* Filed herewith.

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SIGNATURES

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

	Blackstone Private Credit Fund
August 12, 2022		/s/ Brad Marshall
		Brad Marshall
		Chief Executive Officer
August 12, 2022		/s/ Stephan Kuppenheimer
		Stephan Kuppenheimer
		Chief Financial Officer

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