Blackstone Secured Lending Fund(BXSL) - 2020 Q1 - Quarterly Report

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS Forward-Looking Statements This report contains forward-looking statements based on current expectations, subject to known and unknown risks, with actual results potentially differing materially due to uncertainties like the COVID-19 pandemic - Forward-looking statements are based on current expectations, estimates, and projections regarding the company, its portfolio, industry, beliefs, and assumptions, involving known and unknown risks and uncertainties[7] - Actual results may differ materially from projections due to risks, uncertainties, and other factors beyond the company's control and difficult to predict, including the COVID-19 pandemic[7] - The company is not obligated to update forward-looking statements unless required by applicable law, and these statements do not qualify for the safe harbor protection under Section 21E of the Securities Exchange Act of 1934[8] PART I - FINANCIAL INFORMATION Item 1. Financial Statements This section presents the company's unaudited consolidated financial statements and notes, detailing financial position and operating results as of March 31, 2020, and December 31, 2019 Consolidated Statements of Assets and Liabilities As of March 31, 2020, total assets increased to $3,782,456 thousand, driven by investments at fair value, while NAV per share decreased from $26.02 to $21.80, reflecting market volatility and portfolio value changes Consolidated Statements of Assets and Liabilities | Metric | March 31, 2020 (thousands of dollars) | December 31, 2019 (thousands of dollars) | |:---|:---|:---| | Assets ||| | Investments at fair value | 3,635,305 | 3,092,440 | | Cash and cash equivalents | 105,999 | 65,495 | | Total Assets | 3,782,456 | 3,190,107 | | Liabilities ||| | Debt | 1,794,120 | 1,454,214 | | Payable for investments purchased | 155,926 | 10,086 | | Total Liabilities | 2,010,995 | 1,516,990 | | Net Assets ||| | Total Net Assets | 1,771,461 | 1,673,117 | | Net Asset Value per share | 21.80 | 26.02 | - As of March 31, 2020, the company's total assets were $3,782,456 thousand, an increase from $3,190,107 thousand as of December 31, 2019[15] - Net Asset Value per share decreased from $26.02 as of December 31, 2019, to $21.80 as of March 31, 2020[15] Consolidated Statements of Operations For the three months ended March 31, 2020, total investment income significantly increased to $80,195 thousand, but a net unrealized depreciation of $358,827 thousand led to a net decrease in net assets from operations of $307,460 thousand, contrasting with a net increase in the prior year Consolidated Statements of Operations | Metric | For the three months ended March 31, 2020 (thousands of dollars) | For the three months ended March 31, 2019 (thousands of dollars) | |:---|:---|:---| | Total investment income | 80,195 | 15,239 | | Net expenses | 29,419 | 8,667 | | Net investment income before excise tax | 50,776 | 6,572 | | Excise tax expense | 104 | — | | Net investment income after excise tax | 50,672 | 6,572 | | Net unrealized appreciation (depreciation) on investments | (358,827) | 5,671 | | Net realized gain (loss) on investments | 695 | 1,726 | | Net increase (decrease) in net assets resulting from operations | (307,460) | 13,969 | | Net investment income per share | 0.67 | 0.46 | | Earnings (loss) per share | (4.05) | 0.98 | - For the three months ended March 31, 2020, total investment income was $80,195 thousand, a significant increase from $15,239 thousand in the prior year period[19] - The company recorded a net unrealized depreciation on investments of $358,827 thousand, resulting in a net decrease in net assets from operations of $307,460 thousand, compared to a net increase of $13,969 thousand in the prior year period[19] Consolidated Statements of Changes in Net Assets For the three months ended March 31, 2020, net assets increased from $1,673,117 thousand to $1,771,461 thousand, primarily due to $440,851 thousand from common stock issuance and $324,046 thousand from subscriptions not yet issued, partially offset by $358,827 thousand in net unrealized depreciation and $37,929 thousand in dividends Consolidated Statements of Changes in Net Assets | Net Asset Change Item | For the three months ended March 31, 2020 (thousands of dollars) | |:---|:---| | Balance as of December 31, 2019 | 1,673,117 | | Issuance of common stock | 440,851 | | Dividend reinvestment | 2,882 | | Net investment income | 50,672 | | Subscriptions not yet issued | 324,046 | | Receivable for subscriptions | (324,046) | | Net realized gain (loss) on investments | 695 | | Net unrealized appreciation (depreciation) on investments | (358,827) | | Dividends from net investment income | (37,929) | | Balance as of March 31, 2020 | 1,771,461 | - As of March 31, 2020, total net assets were $1,771,461 thousand, an increase from $1,673,117 thousand as of December 31, 2019[22] - Common stock issuance contributed $440,851 thousand, and subscriptions not yet issued contributed $324,046 thousand, but net unrealized depreciation on investments of $358,827 thousand and dividends of $37,929 thousand negatively impacted net assets[22] Consolidated Statements of Cash Flows For the three months ended March 31, 2020, operating activities resulted in a cash outflow of $721,844 thousand, primarily for investment purchases, while financing activities generated $762,362 thousand cash inflow from credit facilities and common stock issuance, leading to a net increase of $40,518 thousand in cash and cash equivalents, reaching $105,999 thousand at period-end Consolidated Statements of Cash Flows | Cash Flow Item | For the three months ended March 31, 2020 (thousands of dollars) | For the three months ended March 31, 2019 (thousands of dollars) | |:---|:---|:---| | Net cash used in operating activities | (721,844) | (441,025) | | Net cash provided by financing activities | 762,362 | 455,433 | | Net increase (decrease) in cash and cash equivalents | 40,518 | 14,408 | | Cash and cash equivalents at end of period | 105,999 | 20,636 | - For the three months ended March 31, 2020, net cash used in operating activities was $721,844 thousand, primarily for investment purchases of $1,022,892 thousand[26] - Net cash provided by financing activities was $762,362 thousand, mainly from credit facility borrowings of $581,711 thousand and issuance of common stock of $446,793 thousand[26] Consolidated Schedules of Investments as of March 31, 2020 As of March 31, 2020, the company's investment portfolio primarily comprised first lien debt, accounting for 98.84% of total fair value, with aerospace & defense, distributors, and building products as key industry exposures; total undrawn loan commitments were $380,139 thousand, indicating future funding needs Investment Portfolio Composition | Investment Type | Cost (thousands of dollars) | Fair Value (thousands of dollars) | Percentage of Net Assets (%) | |:---|:---|:---|:---| | First Lien Debt | 3,920,281 | 3,593,104 | 202.83 | | Second Lien Debt | 31,821 | 26,447 | 1.49 | | Equity Investments | 17,942 | 15,754 | 0.89 | | Total Investment Portfolio | 3,970,044 | 3,635,305 | 205.22 | Investment Portfolio by Industry | Industry | Percentage of Total Investments at Fair Value (%) | |:---|:---|\ | Aerospace & Defense | 7.51 | | Air Freight & Logistics | 8.70 | | Building Products | 9.90 | | Distributors | 13.11 | | Commercial Services & Supplies | 9.54 | | Health Care Providers & Services | 4.88 | | Oil, Gas & Consumable Fuels | 3.69 | | Professional Services | 2.12 | | Software | 3.17 | | Specialty Retail | 4.78 | Undrawn Loan Commitments | Undrawn Commitment Type | Undrawn Commitments (thousands of dollars) | |:---|:---|\ | Delayed Draw Term Loans | 380,139 | | Revolving Credit | 758 | | Total Undrawn Commitments | 380,139 | Consolidated Schedules of Investments as of December 31, 2019 As of December 31, 2019, the company's investment portfolio had a fair value of $3,092,440 thousand, with first lien debt accounting for 98.50%; distributors, building products, and commercial services & supplies were key industry exposures, and total undrawn loan commitments were $179,358 thousand Investment Portfolio Composition | Investment Type | Cost (thousands of dollars) | Fair Value (thousands of dollars) | Percentage of Net Assets (%) | |:---|:---|:---|:---| | First Lien Debt | 3,021,498 | 3,046,101 | 182.06 | | Second Lien Debt | 32,782 | 32,419 | 1.93 | | Equity Investments | 13,487 | 13,920 | 0.84 | | Total Investment Portfolio | 3,067,767 | 3,092,440 | 184.83 | Investment Portfolio by Industry | Industry | Percentage of Total Investments at Fair Value (%) | |:---|:---|\ | Air Freight & Logistics | 11.00 | | Building Products | 12.23 | | Chemicals | 3.79 | | Commercial Services & Supplies | 8.55 | | Construction & Engineering | 4.44 | | Distributors | 18.51 | | Diversified Financial Services | 2.51 | | Energy Equipment & Services | 2.60 | | Health Care Providers & Services | 4.75 | | Specialty Retail | 6.07 | Undrawn Loan Commitments | Undrawn Commitment Type | Undrawn Commitments (thousands of dollars) | |:---|:---|\ | Delayed Draw Term Loans | 179,358 | | Total Undrawn Commitments | 179,358 | Notes to Consolidated Financial Statements (Unaudited) These notes provide detailed information on the company's organization, accounting policies, related party transactions, investment portfolio, fair value, borrowings, commitments, net assets, earnings per share, and subsequent events Note 1. Organization The company, a Delaware statutory trust formed on March 26, 2018, operates as an externally managed BDC and RIC, investing in U.S. private middle-market companies to generate current income and long-term capital appreciation - The company was formed on March 26, 2018, and elected to be regulated as a Business Development Company (BDC) and a Regulated Investment Company (RIC) on October 26, 2018[48] - The company's investment objective is to generate current income and long-term capital appreciation primarily by investing in U.S. private middle-market companies through originated loans and other securities, including syndicated loans[49] - The company is externally managed by GSO Asset Management LLC (the “Advisor”) and receives administrative services from GSO Capital Partners LP (the “Administrator”)[50] Note 2. Significant Accounting Policies The company prepares consolidated financial statements under U.S. GAAP and ASC 946, measuring investments at fair value, with valuation involving management judgment and uncertainty from the COVID-19 pandemic, detailing accounting for various financial instruments and income taxes - The company prepares financial statements under U.S. GAAP and ASC 946 (Financial Services – Investment Companies), requiring investments to be measured at fair value[53] - The COVID-19 pandemic has increased valuation uncertainty, potentially causing actual results to differ materially from estimates[59] - The company employs a multi-step valuation process, including preliminary Advisor team valuation, independent valuation firm assessment, and Audit Committee and Board review, to determine the fair value of investments lacking readily available market quotations[68] - The company recognizes all derivative instruments as assets or liabilities at fair value, with changes in fair value reflected in current period earnings[73] - Interest income is recorded on an accrual basis, including amortization of discounts and premiums; PIK (Payment-in-Kind) interest is included in interest income at the contractual rate and added to the loan principal[79][82] - The company has elected to be treated as a RIC for tax purposes, generally not subject to corporate-level federal income tax on ordinary income or capital gains distributed to shareholders[91] Note 3. Agreements and Related Party Transactions The company has investment advisory, administration, and fee support agreements with its Advisor and Administrator, involving management fees, incentive fees, and conditional expense reimbursements - The company has an investment advisory agreement with the Advisor, paying management fees and incentive fees; management fees are calculated at an annualized rate on gross assets (0.75% pre-listing, 1.0% post-listing)[103][105] Investment Advisory Fees | Expense Type | For the three months ended March 31, 2020 (thousands of dollars) | For the three months ended March 31, 2019 (thousands of dollars) | |:---|:---|:---| | Base management fee | 6,537 | 1,492 | | Income-based incentive fee | 8,268 | 1,143 | | Capital gains incentive fee | (4,218) | 475 | - The company has an administration agreement with the Administrator, reimbursing costs, expenses, and allocable overhead; administrative services expenses were $600 thousand for the three months ended March 31, 2020[114][116] - The company has a fee support and conditional reimbursement agreement with the Advisor, allowing the Advisor to pay company expenses and receive reimbursement under specific future conditions; the company reimbursed the Advisor $400 thousand for the three months ended March 31, 2020[119][123] Note 4. Investments As of March 31, 2020, the company's investment portfolio had a total fair value of $3,635,305 thousand, primarily comprising first lien debt (98.84%), with 90.43% concentrated in the U.S. and key industry exposures including distributors, building products, and commercial services & supplies; no loans were on non-accrual status Investment Portfolio by Type | Investment Type | Fair Value as of March 31, 2020 (thousands of dollars) | Percentage of Total Investments at Fair Value (%) | |:---|:---|:---| | First Lien Debt | 3,593,104 | 98.84 | | Second Lien Debt | 26,447 | 0.73 | | Equity Investments | 15,754 | 0.43 | | Total | 3,635,305 | 100.00 | Investment Portfolio by Geographic Region | Geographic Region | Fair Value as of March 31, 2020 (thousands of dollars) | Percentage of Total Investments at Fair Value (%) | |:---|:---|:---| | United States | 3,287,401 | 90.43 | | Canada | 252,597 | 6.95 | | Luxembourg | 95,307 | 2.62 | | Total | 3,635,305 | 100.00 | - As of both March 31, 2020, and December 31, 2019, no loans in the investment portfolio were on non-accrual status[130] Note 5. Fair Value Measurements The company values financial instruments using a three-level fair value hierarchy under ASC 820, with most investments ($2,858,420 thousand) categorized as Level 3, using unobservable inputs; Level 3 fair value significantly decreased in Q1 2020 due to market volatility and widening credit spreads, resulting in $236,069 thousand in net unrealized depreciation - The fair value hierarchy consists of three levels: Level 1 (quoted prices in active markets), Level 2 (observable inputs), and Level 3 (unobservable inputs)[132] Fair Value Hierarchy | Fair Value Level | As of March 31, 2020 (thousands of dollars) | As of December 31, 2019 (thousands of dollars) | |:---|:---|:---| | Level 1 | — | — | | Level 2 | 776,885 | 837,127 | | Level 3 | 2,858,420 | 2,255,313 | | Total | 3,635,305 | 3,092,440 | - As of March 31, 2020, Level 3 financial instruments experienced net unrealized depreciation of $236,069 thousand, primarily due to market volatility and widening credit spreads[143] Level 3 Investments Valuation Techniques and Unobservable Inputs | Investment Type | Fair Value (thousands of dollars) | Valuation Technique | Unobservable Input | Weighted Average | |:---|:---|:---|:---|:---|\ | First Lien Debt | 2,237,546 | Yield Analysis | Discount Rate | 9.32% | | First Lien Debt | 605,120 | Market Quotations | Broker Quotes | 89.06 | | Equity Investments | 15,754 | Market Approach | Performance Multiples | 8.96x | Note 6. Borrowings As of March 31, 2020, the company had four revolving credit facilities with total commitments of $2,275,000 thousand and outstanding principal of $1,794,120 thousand; its asset coverage ratio was 198.7%, meeting the 150% requirement of the 1940 Act; for the three months ended March 31, 2020, the weighted average interest rate was 3.82%, with total interest expense of $16,071 thousand - As of March 31, 2020, the company's asset coverage ratio was 198.7%, meeting the minimum 150% requirement under the Investment Company Act of 1940[153] Borrowing Facilities | Borrowing Facility | Total Committed Principal (thousands of dollars) | Outstanding Principal (thousands of dollars) | Amount Available (thousands of dollars) | |:---|:---|:---|:---|\ | Subscription Facility | 400,000 | 213,270 | 142,903 | | Jackson Hole Facility | 600,000 | 599,190 | — | | Breckenridge Facility | 875,000 | 853,710 | 21,290 | | Big Sky Facility | 400,000 | 127,950 | 45,755 | | Total | 2,275,000 | 1,794,120 | 209,948 | Interest Expense Components | Interest Expense Component | For the three months ended March 31, 2020 (thousands of dollars) | For the three months ended March 31, 2019 (thousands of dollars) | |:---|:---|:---| | Interest expense on borrowings | 15,245 | 4,110 | | Unused fees on financing facilities | 282 | 272 | | Amortization of financing costs | 544 | 290 | | Total interest expense | 16,071 | 4,672 | - For the three months ended March 31, 2020, the weighted average interest rate on all outstanding borrowings was 3.82%, with an average outstanding principal of $1,623.8 million[186] Note 7. Commitments and Contingencies As of March 31, 2020, the company had $185.7 million in undrawn loan commitments and $194.5 million in committed but unfunded investments; it previously participated in two warehouse facilities, with Middle Market Warehouse terminated on September 10, 2019, and Syndicated Warehouse consolidated in December 2018; the full impact of the COVID-19 pandemic on the company's financial condition, operating results, and cash flows remains uncertain - As of March 31, 2020, the company had $185.7 million in undrawn delayed draw term loan and revolving credit commitments[188] - As of March 31, 2020, the company estimated $194.5 million in committed but unfunded investments[189] - The Middle Market Warehouse was terminated on September 10, 2019, and the Syndicated Warehouse was consolidated in December 2018[193][197] - The full impact of the COVID-19 pandemic on the company's financial condition, operating results, and cash flows remains uncertain and may have long-term effects[199] Note 8. Net Assets As of March 31, 2020, the company received total capital commitments of $3,240.5 million, with $1,166.6 million undrawn; in Q1 2020, it issued 16,864,983 common shares, raising $440.9 million, declared and paid $37,929 thousand in dividends, and implemented a Dividend Reinvestment Plan (DRIP) - As of March 31, 2020, the company had received total capital commitments of $3,240.5 million, of which $1,166.6 million remained undrawn[202] Common Stock Issuance | Common Stock Issuance Date | Number of Common Shares Issued | Total Offering Price (millions of dollars) | |:---|:---|:---|\ | January 30, 2020 | 16,864,983 | 440.9 | | Total | 16,864,983 | 440.9 | Dividends Declared and Paid | Dividend Declaration Date | Amount Per Share | Total Amount (thousands of dollars) | |:---|:---|:---|\ | January 29, 2020 | 0.1593 | 10,241 | | February 26, 2020 | 0.3407 | 27,688 | | Total | 0.5000 | 37,929 | - The company has adopted a Dividend Reinvestment Plan (DRIP), allowing shareholders to automatically reinvest cash dividends into additional shares[208] Note 9. Earnings Per Share For the three months ended March 31, 2020, the company experienced a net decrease in net assets from operations of $307,460 thousand with 75,856,683 weighted average shares outstanding, resulting in a loss per share of $4.05, contrasting sharply with earnings per share of $0.98 in the prior year period Earnings Per Share | Metric | For the three months ended March 31, 2020 | For the three months ended March 31, 2019 | |:---|:---|:---| | Net increase (decrease) in net assets resulting from operations | (307,460) thousand dollars | 13,969 thousand dollars | | Weighted average shares outstanding (basic and diluted) | 75,856,683 | 14,275,804 | | Earnings (loss) per share (basic and diluted) | (4.05) dollars | 0.98 dollars | Note 10. Financial Highlights As of March 31, 2020, the company's NAV per share decreased from $26.02 to $21.80, with a total return of -14.32%; net investment income ratio was 11.18%, while the net expense ratio to average net assets was 6.52%; period-end net assets were $1,771,461 thousand, and total capital commitments were $3,240,465 thousand Financial Highlights | Metric | For the three months ended March 31, 2020 | For the three months ended March 31, 2019 | |:---|:---|:---| | Net asset value per share, beginning of period | 26.02 dollars | 24.57 dollars | | Net investment income | 0.67 dollars | 0.46 dollars | | Net unrealized and realized gain (loss) | (4.39) dollars | 0.67 dollars | | Net increase (decrease) in net assets resulting from operations | (3.72) dollars | 1.13 dollars | | Dividends distributed | (0.50) dollars | (0.50) dollars | | Net asset value per share, end of period | 21.80 dollars | 25.20 dollars | | Total return based on NAV | (14.32)% | 4.60% | | Net expense ratio to average net assets | 6.52% | 9.82% | | Net investment income ratio to average net assets | 11.18% | 7.44% | | Net assets, end of period | 1,771,461 thousand dollars | 632,753 thousand dollars | | Total capital commitments, end of period | 3,240,465 thousand dollars | 1,390,990 thousand dollars | Note 11. Subsequent Events Subsequent to the reporting period, the company received $324.0 million in capital in April 2020, declared a $0.0385 per share dividend on April 7, amended the Breckenridge Funding Facility to $1,125.0 million on April 13, and entered into $105.8 million in new capital commitments on April 20 - In April 2020, the company received $324.0 million in capital[214] - On April 7, 2020, the Board of Trustees declared a dividend of $0.0385 per share[214] - On April 13, 2020, the maximum commitment amount for the Breckenridge Funding Facility was increased to $1,125.0 million[214] - On April 20, 2020, the company entered into capital commitment agreements with new investors totaling $105.8 million[215] Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations This section discusses the company's financial condition and operating results for the three months ended March 31, 2020, analyzing investment activities, revenue and expense changes, COVID-19 impact on valuation and liquidity, and capital structure and borrowings; the company faces market volatility and financing constraints but maintains liquidity through capital commitments and credit facilities Overview and Investment Framework As a BDC and RIC, the company aims to generate current income and long-term capital appreciation by primarily investing in secured debt of U.S. middle-market companies, including first lien senior secured and unitranche loans; it commenced lending and investment activities on November 20, 2018, and plans to raise additional equity through private offerings - The company is a Delaware statutory trust, operating as a BDC and RIC, with investment objectives to generate current income and long-term capital appreciation[219][220] - The company typically invests at least 80% of its total assets in secured debt investments, primarily first lien senior secured loans and unitranche loans, targeting companies with annual revenues between $50 million and $2.5 billion[221][223] - The company commenced loan origination and investment activities on November 20, 2018, and plans to raise additional equity through private offerings[222] Key Components of Our Results of Operations The company's operating results are primarily influenced by investment activities, revenue sources, and expense structure; revenue mainly derives from interest income on debt securities, dividends, capital appreciation, and various fees, while expenses include investment advisory fees, administrative service fees, and organizational and offering costs, with some expenses borne or reimbursed by the Advisor or its affiliates Investments The company primarily invests in loans and securities of U.S. middle-market companies, typically targeting those with EBITDA between $25 million and $75 million; investment activity levels are influenced by market capital availability, M&A activity, economic conditions, and competition - The company primarily invests in loans and securities of U.S. middle-market companies, typically targeting those with EBITDA between $25 million and $75 million[223] - Investment activity levels are influenced by factors such as debt and equity availability for middle-market companies, M&A activity, macroeconomic environment, trading prices of loans and other securities, and the competitive landscape[224] Revenues The company's revenue primarily derives from interest income on debt securities (typically floating-rate with 5-8 year terms), dividends, and capital appreciation; additional revenue comes from commitment fees, loan origination fees, structuring fees, due diligence fees, and fees for providing managerial assistance to portfolio companies - Revenue primarily derives from interest income on debt securities (typically floating-rate with 5-8 year terms), dividends, and capital appreciation[225] - Other revenue forms include commitment fees, loan origination fees, structuring fees, due diligence fees, and fees for providing managerial assistance to portfolio companies[226] Expenses The company bears all operating, administrative, and transaction costs, including investment advisory fees (management and incentive fees), administrative service fees (including CCO, CFO, and team compensation and overhead), and other operating expenses; organizational and offering costs are capped, with any excess borne by the Advisor or its affiliates, subject to future reimbursement - The company bears all operating, administrative, and transaction costs, including investment advisory fees (management and incentive fees) and administrative service fees[228] - Organizational and offering costs are capped at 0.10% of total capital commitments, with any excess borne by the Advisor or its affiliates, subject to future reimbursement[229] - The company has a fee support agreement with the Advisor, allowing the Advisor to pay company expenses and receive reimbursement under specific future conditions[232] Portfolio and Investment Activity For the three months ended March 31, 2020, the company made $1,070.6 million in new investments (including $89.8 million in undrawn commitments), primarily first lien debt; period-end total portfolio cost was $3,970.0 million, fair value was $3,635.3 million, portfolio companies increased to 80, and the weighted average yield on debt investments was 8.04% - For the three months ended March 31, 2020, the company made $1,070.6 million in new investments (including $89.8 million in undrawn commitments), of which $1,068.5 million was first lien debt[233] Investment Activity | Investment Activity | For the three months ended March 31, 2020 (thousands of dollars) | For the three months ended March 31, 2019 (thousands of dollars) | |:---|:---|:---| | Total investments, beginning of period | 3,067,767 | 548,753 | | New investments purchased | 1,025,539 | 540,294 | | Investments sold or repaid | (130,149) | (158,469) | | Total investments, end of period | 3,970,044 | 933,070 | | Number of portfolio companies | 80 | 54 | | Weighted average yield on debt and income-producing investments (at cost) | 8.04% | 8.86% | - As of March 31, 2020, the total investment portfolio cost was $3,970.0 million, with a fair value of $3,635.3 million, and first lien debt accounted for 98.84%[236] Results of Operations For the three months ended March 31, 2020, total investment income significantly increased, but net unrealized depreciation led to a $307,460 thousand net decrease in net assets from operations; interest expense, management fees, and income-based incentive fees rose due to increased capital deployment, while capital gains incentive fees turned negative due to cumulative net losses Investment Income For the three months ended March 31, 2020, total investment income increased to $80,195 thousand, primarily driven by increased capital deployment and investment balances; the COVID-19 pandemic may lead to liquidity issues for portfolio companies, impacting future investment income Investment Income by Type | Investment Income Type | For the three months ended March 31, 2020 (thousands of dollars) | For the three months ended March 31, 2019 (thousands of dollars) | |:---|:---|:---| | Interest income | 77,591 | 15,226 | | PIK income | 2,602 | — | | Fee income | 2 | 13 | | Total investment income | 80,195 | 15,239 | - Total investment income increased from $15,239 thousand in the prior year period to $80,195 thousand in the current period, primarily driven by increased capital deployment and investment balances[239] - The COVID-19 pandemic may lead to liquidity issues for portfolio companies, limiting their ability to pay cash interest and potentially resulting in investment losses, thereby reducing future investment income[240] Expenses For the three months ended March 31, 2020, total expenses (including excise tax) increased to $29,123 thousand; interest expense, management fees, and income-based incentive fees significantly rose due to increased capital deployment, while capital gains incentive fees turned negative due to cumulative net losses, reversing previously accrued amounts Expenses by Type | Expense Type | For the three months ended March 31, 2020 (thousands of dollars) | For the three months ended March 31, 2019 (thousands of dollars) | |:---|:---|:---| | Interest expense | 16,071 | 4,672 | | Management fees | 6,537 | 1,492 | | Income-based incentive fees | 8,268 | 1,143 | | Capital gains incentive fees | (4,218) | 475 | | Professional fees | 526 | 233 | | Administrative services expenses | 583 | 426 | | Total expenses (including excise tax) | 29,123 | 9,237 | - The increase in interest expense was due to increased borrowings under credit facilities, with average outstanding debt rising from $353.7 million to $1,623.8 million, partially offset by a decrease in the weighted average interest rate[242] - Management fees and income-based incentive fees increased due to higher asset levels, with period-end assets rising from $1,016.8 million as of March 31, 2019, to $3,782.5 million as of March 31, 2020[243] - Capital gains incentive fees were negative $4.2 million, resulting from net realized and unrealized losses of $358.1 million in the current period, which reversed all previously accrued capital gains incentive fees[244] Income Taxes, Including Excise Taxes The company elects to be treated as a RIC for tax purposes, generally not paying corporate-level federal income tax on income distributed to shareholders; to maintain RIC status, it must distribute at least 90% of its taxable income annually and comply with excise tax distribution requirements, or face a 4% non-deductible federal excise tax; for the three months ended March 31, 2020, the company incurred $0.1 million in federal excise tax - The company elects to be treated as a RIC for tax purposes, generally not subject to corporate-level federal income tax on income distributed to shareholders[246][250] - To maintain RIC qualification, the company must distribute at least 90% of its taxable income annually[250] - The company must comply with excise tax distribution requirements, or face a 4% non-deductible federal excise tax[251] - For the three months ended March 31, 2020, the company incurred $0.1 million in federal excise tax[252] Net Unrealized Gain (Loss) For the three months ended March 31, 2020, the company recorded a net unrealized loss of $358,827 thousand, primarily due to increased market volatility and widening credit spreads from the COVID-19 pandemic, significantly decreasing the fair value of its investment portfolio, including syndicated loans and non-quoted investments; travel & leisure and energy sectors were most affected Net Unrealized Gain (Loss) | Unrealized Gain (Loss) Type | For the three months ended March 31, 2020 (thousands of dollars) | For the three months ended March 31, 2019 (thousands of dollars) | |:---|:---|:---| | Net unrealized gain (loss) on investments | (358,814) | 5,553 | | Net unrealized gain (loss) on forward purchase obligations | — | 118 | | Net unrealized gain (loss) on foreign currency translation of assets and liabilities | (13) | — | | Net unrealized gain (loss) | (358,827) | 5,671 | - Net unrealized losses primarily stemmed from increased market volatility and widening credit spreads due to the COVID-19 pandemic, negatively impacting the fair value of the investment portfolio, including syndicated loans and non-quoted investments[253] - Investments in sectors such as travel & leisure and energy were most affected by market volatility; increased credit risk in the future could lead to further unrealized losses[253] Net Realized Gain (Loss) For the three months ended March 31, 2020, the company realized net gains of $0.7 million, primarily from the full or partial sale of quoted loans; the COVID-19 pandemic may lead to realized losses upon future investment exits Net Realized Gain (Loss) | Realized Gain (Loss) Type | For the three months ended March 31, 2020 (thousands of dollars) | For the three months ended March 31, 2019 (thousands of dollars) | |:---|:---|:---| | Net realized gain (loss) on investments | 699 | 1,726 | | Net realized gain (loss) on foreign currency transactions | (4) | — | | Net realized gain (loss) | 695 | 1,726 | - For the three months ended March 31, 2020, the company realized net gains of $0.7 million, primarily from the full or partial sale of quoted loans[255] - The COVID-19 pandemic may result in full or partial losses on the company's investments, leading to realized losses upon investment exits[256] Financial Condition, Liquidity and Capital Resources The company generates cash from capital commitment drawdowns, credit facilities, and debt investment income, primarily using it for loan originations, operating costs, debt service, and dividend distributions; as of March 31, 2020, it had $106.0 million in cash, $480.9 million in available credit, and $1,166.6 million in undrawn capital commitments, expected to meet near-term needs, though COVID-19 may limit future financing - The company's cash sources include capital commitment drawdowns, credit facilities, and debt investment income; cash is primarily used for loan originations, operating costs, debt service, and dividend distributions[257][259] - As of March 31, 2020, the company's asset coverage ratio was 198.7%, meeting the 150% requirement of the Investment Company Act of 1940[260] - As of March 31, 2020, the company had $106.0 million in cash and cash equivalents, $480.9 million in available capacity under credit facilities, and $1,166.6 million in undrawn capital commitments, expected to meet near-term investment and operating needs[261][262] - Financial market disruptions due to the COVID-19 pandemic may limit the company's ability to obtain new financing and could require additional assets as collateral, impacting future investment capacity and operating results[261] Equity For the three months ended March 31, 2020, the company raised $440.9 million through the issuance of 16,864,983 common shares; on March 25, 2020, a $324.0 million capital call was issued, due April 8, 2020, and remained unreceived as of March 31, 2020 Common Stock Issuance | Common Stock Issuance Date | Number of Common Shares Issued | Total Offering Price (millions of dollars) | |:---|:---|:---|\ | January 30, 2020 | 16,864,983 | 440.9 | | Total | 16,864,983 | 440.9 | - On March 25, 2020, the company issued a $324.0 million capital call, due on April 8, 2020, which was unreceived as of March 31, 2020[264] Distributions and Dividend Reinvestment For the three months ended March 31, 2020, the company declared and paid $37,929 thousand in dividends; it implemented an "opt-out" Dividend Reinvestment Plan (DRIP), allowing non-opting shareholders to automatically reinvest cash dividends into additional shares; in Q1 2020, $2,882 thousand was reinvested through DRIP, issuing 112,302 shares Dividends Declared and Paid | Dividend Declaration Date | Amount Per Share | Total Amount (thousands of dollars) | |:---|:---|:---|\ | January 29, 2020 | 0.1593 | 10,241 | | February 26, 2020 | 0.3407 | 27,688 | | Total | 0.5000 | 37,929 | - The company implemented an "opt-out" Dividend Reinvestment Plan (DRIP), allowing shareholders who do not opt out to automatically reinvest cash dividends into additional shares[269] DRIP Activity | Dividend Reinvestment Date | DRIP Share Value (thousands of dollars) | DRIP Shares Issued | |:---|:---|:---|\ | January 30, 2020 | 2,882 | 112,302 | | Total | 2,882 | 112,302 | Borrowings As of March 31, 2020, the company had four outstanding debt facilities with total committed principal of $2,275,000 thousand and outstanding principal of $1,794,120 thousand; the weighted average interest rate was 3.82%, with average outstanding principal of $1,623.8 million, and all borrowings complied with covenants and requirements Borrowing Facilities | Borrowing Facility | Total Committed Principal (thousands of dollars) | Outstanding Principal (thousands of dollars) | Amount Available (thousands of dollars) | |:---|:---|:---|:---|\ | Subscription Facility | 400,000 | 213,270 | 142,903 | | Jackson Hole Facility | 600,000 | 599,190 | — | | Breckenridge Facility | 875,000 | 853,710 | 21,290 | | Big Sky Facility | 400,000 | 127,950 | 45,755 | | Total | 2,275,000 | 1,794,120 | 209,948 | - For the three months ended March 31, 2020, the weighted average interest rate on all outstanding borrowings was 3.82%, with an average outstanding principal of $1,623.8 million[273] Off-Balance Sheet Arrangements As of March 31, 2020, the company had $185.7 million in undrawn loan commitments and $194.5 million in committed but unfunded investments; it previously participated in two warehouse facilities, Middle Market Warehouse and Syndicated Warehouse, both of which have been terminated or consolidated - As of March 31, 2020, the company had $185.7 million in undrawn delayed draw term loan and revolving credit commitments[273] - As of March 31, 2020, the company estimated $194.5 million in committed but unfunded investments[274] - The company previously participated in two warehouse facilities, Middle Market Warehouse and Syndicated Warehouse, designed to assist in capital deployment, both of which have been terminated or consolidated[275] Other Commitments and Contingencies As of March 31, 2020, management identified no material pending or threatened litigation; the company may occasionally be involved in legal proceedings related to the normal course of its business - As of March 31, 2020, management identified no material pending or threatened litigation[279] Contractual Obligations As of March 31, 2020, the company's total contractual obligations were $1,794,120 thousand, with $213,270 thousand due within one year, $127,950 thousand due in 1-3 years, and $1,452,900 thousand due in 3-5 years Contractual Obligations | Contractual Obligation | Total (thousands of dollars) | Less than 1 year (thousands of dollars) | 1-3 years (thousands of dollars) | 3-5 years (thousands of dollars) | More than 5 years (thousands of dollars) | |:---|:---|:---|:---|:---|:---|\ | Subscription Facility | 213,270 | 213,270 | — | — | — | | Jackson Hole Facility | 599,190 | — | — | 599,190 | — | | Breckenridge Facility | 853,710 | — | — | 853,710 | — | | Big Sky Facility | 127,950 | — | 127,950 | — | — | | Total Contractual Obligations | 1,794,120 | 213,270 | 127,950 | 1,452,900 | — | Related-Party Transactions The company has multiple business relationships with its Advisor and affiliates, including investment advisory, administration, and fee support and conditional reimbursement agreements; it has obtained SEC exemptive relief to co-invest with other funds managed by the Advisor or its affiliates - The company has established business relationships with its Advisor and affiliates, including investment advisory agreements, administration agreements, and fee support and conditional reimbursement agreements[281][284] - The company has obtained SEC exemptive relief to co-invest with other funds managed by the Advisor or its affiliates[281] Recent Developments The COVID-19 pandemic has severely disrupted global economies and financial markets, and is expected to continue to materially adversely impact the company's NAV, financial condition, liquidity, and operating results; the duration and scope of the pandemic remain highly uncertain, posing risks to investment performance, financing ability, and dividend payments - The COVID-19 pandemic has severely disrupted global economies and financial markets, and is expected to continue to materially adversely impact the company's NAV, financial condition, liquidity, operating results, and portfolio companies' businesses[282][283] - The duration and scope of the pandemic remain highly uncertain, potentially posing risks to investment performance, financing ability, and dividend payments[283] Critical Accounting Policies The preparation of the company's financial statements requires management estimates and assumptions, particularly for portfolio valuation; changes in economic and financial market conditions may cause actual results to differ from estimates; the company's critical accounting policies were detailed in its 2019 annual report, with no significant changes this quarter - The preparation of financial statements requires management to make estimates and assumptions, particularly regarding portfolio valuation[286] - Changes in economic and financial market conditions may cause actual results to differ from estimates[286] - The company's critical accounting policies were detailed in its 2019 annual report, with no significant changes this quarter[286] Item 3. Quantitative and Qualitative Disclosures About Market Risk The company faces valuation and interest rate risks, with the COVID-19 pandemic exacerbating financial market volatility and potentially significantly impacting these risks; most investments are illiquid debt and equity securities, relying on management judgment for valuation; interest rate changes may affect net investment income, but most debt investments are floating-rate Valuation Risk The company primarily invests in illiquid debt and equity securities of private companies, with fair value determined by the Board based on input from the Advisor, Audit Committee, and independent valuation firms; valuation involves judgment, and the lack of readily available market prices may cause actual liquidation values to differ materially from reported values; as of March 31, 2020, a 10% change in quoted debt investments could result in $123.6 million in unrealized gains or losses - The company primarily invests in illiquid debt and equity securities of private companies, with fair value determined by the Board based on input from the Advisor, Audit Committee, and independent third-party valuation firms[288] - The lack of readily available market prices means the valuation process involves judgment, and actual liquidation values may differ materially from reported values[288] - As of March 31, 2020, a 10% change in quoted debt investments could result in $123.6 million in unrealized gains or losses[289] Interest Rate Risk The company funds some investments through borrowings, with net investment income affected by the spread between investment and borrowing rates; as of March 31, 2020, 100% of its debt investments were floating-rate at fair value; hypothetical interest rate changes could significantly impact net income, e.g., a 300 basis point increase would boost net income by $67,007 thousand, while a 100 basis point decrease would reduce it by $4,733 thousand - The company's net investment income is affected by the difference between investment interest rates and borrowing interest rates[290] - As of March 31, 2020, 100% of the company's debt investments were floating-rate at fair value[291] Hypothetical Interest Rate Sensitivity | Interest Rate Change | Interest Income (thousands of dollars) | Interest Expense (thousands of dollars) | Net Income (thousands of dollars) | |:---|:---|:---|:---|\ | Increase of 300 basis points | 120,831 | (53,824) | 67,007 | | Increase of 200 basis points | 80,175 | (35,882) | 44,293 | | Increase of 100 basis points | 39,520 | (17,941) | 21,579 | | Decrease of 100 basis points | (22,583) | 17,850 | (4,733) | | Decrease of 200 basis points | (25,332) | 27,087 | 1,755 | Item 4. Controls and Procedures The company's management assessed the effectiveness of disclosure controls and procedures as of March 31, 2020, deeming them effective, with no significant changes in internal controls over financial reporting this quarter Evaluation of Disclosure Controls and Procedures The company's Chief Executive Officer and Chief Financial Officer oversaw and participated in the evaluation of the effectiveness of disclosure controls and procedures as of March 31, 2020, deeming them effective - The company's Chief Executive Officer and Chief Financial Officer evaluated the effectiveness of disclosure controls and procedures as of March 31, 2020, and concluded they were effective[293] Changes in Internal Controls Over Financial Reporting There were no significant changes in the company's internal controls over financial reporting during the quarter ended March 31, 2020 - There were no significant changes in the company's internal controls over financial reporting during the quarter ended March 31, 2020[294] PART II - OTHER INFORMATION Item 1. Legal Proceedings The company currently faces no material legal proceedings or threats thereof; its business is subject to extensive regulation, potentially leading to regulatory actions, but such future proceedings are not expected to materially impact financial condition or operating results - The company currently faces no material legal proceedings, nor has it received any threats of material legal proceedings[296] - The company's business is subject to extensive regulation, which may lead to regulatory proceedings, but such future proceedings are not expected to materially impact its financial condition or operating results[296] Item 1A. Risk Factors This section updates and supplements the risk factors from the company's 2019 annual report, emphasizing the significant adverse impact of the COVID-19 pandemic on its financial condition, liquidity, operating results, and NAV, as well as broader economic and market risks General economic conditions could adversely affect the performance of our investments The global economic growth cycle has matured with signs of slowdown in some regions, and the COVID-19 pandemic has disrupted global travel and supply chains, adversely affecting business activity and multiple industries, potentially leading to economic slowdown, reduced corporate earnings, or deteriorating loan performance, thereby negatively impacting the company's investment performance - The global economic growth cycle has entered a mature phase with signs of slowdown in some regions, and the COVID-19 pandemic has disrupted global travel and supply chains, adversely affecting business activity and multiple industries[298] - The pandemic may lead to economic slowdown, reduced corporate earnings, or deteriorating loan performance, thereby adversely impacting the company's investment performance[298] Force Majeure events may adversely affect our operations The company may be affected by Force Majeure events (e.g., natural disasters, war, pandemics), which could impair its or counterparties' ability to perform obligations, negatively impact global or local economies, and lead to investment losses due to government intervention - The company may be affected by Force Majeure events such as natural disasters, war, or pandemics, which could impair its or its counterparties' ability to perform obligations[299] - Force Majeure events may negatively impact global or local economies, thereby affecting the company, and government intervention could also lead to investment losses[299] The current outbreak of the novel coronavirus, or COVID-19, has caused severe disruptions in the U.S. and global economy and already has had and is expected to continue to have a materially adverse impact on our financial condition and results of operations The COVID-19 pandemic has significantly reduced the company's NAV (from $26.02 to $21.80), potentially hindering portfolio companies' interest payments and limiting the company's financing ability due to financial market disruptions; it may also worsen portfolio company financial conditions, increase market volatility, disrupt operations, complicate valuations, and restrict new capital raising, affecting dividend payments - The COVID-19 pandemic has led to a significant decrease in the company's NAV, with NAV per share at $21.80 as of March 31, 2020, down from $26.02 as of December 31, 2019[303] - Portfolio companies may be unable to pay interest, which would adversely affect the company's net investment income and operating results[304] - Financial market disruptions have limited the company's financing ability, potentially leading to an inability to obtain new financing or worsening financing terms, and may require additional assets as collateral[305] - The pandemic may also lead to deteriorating financial conditions for portfolio companies, increased market volatility, operational disruptions, valuation difficulties, and limited new capital raising, thereby affecting the company's ability to pay dividends[308] The outbreak of epidemics/pandemics could adversely affect the performance of our investments The outbreak of epidemics/pandemics, such as COVID-19, has negatively impacted global economies and business activities, and is expected to continue to adversely affect the company's investment performance; the rapid evolution and uncertainty of the pandemic pose significant risks to the company and its investment performance - The outbreak of epidemics/pandemics, such as COVID-19, has negatively impacted global economies and business activities, and is expected to continue to adversely affect the company's investment performance[310] - The rapid evolution and uncertainty of the pandemic pose significant risks to the company and its investment performance[310] Item 2. Unregistered Sales of Equity Securities and Use of Proceeds This quarter, the company issued shares through private offerings under Section 4(a)(2) and Regulation D of the Securities Act of 1933; specific issuance details are in “Item 1. Financial Statements—Notes to Consolidated Financial Statements—Note 8. Net Assets” - This quarter, the company issued shares through private offerings in reliance on Section 4(a)(2) and Regulation D of the Securities Act of 1933[311] Item 3. Defaults Upon Senior Securities None - None[313] Item 4. Mine Safety Disclosures Not applicable - Not applicable[315] Item 5. Other Information None - None[317] Item 6. Exhibits This section lists exhibits filed with the report, including the Fourth Amendment to the Revolving Credit Agreement for Breckenridge Funding LLC and various certifications by the CEO and CFO under the Sarbanes-Oxley Act - Exhibits include the Fourth Amendment to the Revolving Credit Agreement for Breckenridge Funding LLC, dated April 13, 2020[319] - Exhibits also include certifications by the Chief Executive Officer and Chief Financial Officer under Rules 13a-14(a) and 15d-14(a) of the Securities Exchange Act of 1934 and Sections 302 and 906 of the Sarbanes-Oxley Act[319][321] SIGNATURES Signatures This report was formally signed by Brad Marshall, Chief Executive Officer, and Stephan Kuppenheimer, Chief Financial Officer, of Blackstone / GSO Secured Lending Fund on May 7, 2020 - This report was signed by Chief Executive Officer Brad Marshall and Chief Financial Officer Stephan Kuppenheimer on May 7, 2020[324]