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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Blackstone Strategic Credit 2027 Term Fund | NYSE:BGB | NYSE | Common Stock |
Price Change | % Change | Share Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|
0.01 | 0.08% | 11.85 | 11.865 | 11.81 | 11.85 | 136,067 | 01:00:00 |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-CSR
CERTIFIED SHAREHOLDER REPORT OF REGISTERED
MANAGEMENT INVESTMENT COMPANIES
Investment Company Act file number: 811-22686
Blackstone Strategic Credit Fund
(exact name of registrant as specified in charter)
345 Park Avenue, 31st Floor
New York, New York 10154
(Address of principal executive offices) (Zip code)
Marisa Beeney
Blackstone Alternative Credit Advisors LP
345 Park Avenue, 31st Floor
New York, New York 10154
(Name and address of agent for service)
Registrant’s telephone number, including area code: (877) 876-1121
Date of fiscal year end: December 31
Date of reporting period: December 31, 2020
Item 1. Report to Stockholders.
(a)
To
Our Shareholders:
In
2020, the global credit markets experienced the worst bout of volatility and market disruption since the 2008 financial crisis.
This disruption was caused by the rapid spread of the novel coronavirus (“COVID-19”) across the globe in the first
quarter against a backdrop of a dramatic slowdown in economic activity resulting from related business shutdowns and travel restrictions.
Global central banks intervened at an unprecendented rate, filling the market’s demand for liquidity that arose in March
2020. At the same time, aggressive fiscal stimulus measures helped ease investors’ and business owners’ fundamental
concerns. The global credit markets rebounded at an impressive rate in the months following March and ended the year with positive
returns. Loan and high yield bond returns achieved full year returns of 3.1% and 7.1%, respectively.
Despite
experiencing economic stress and a stall in new issue supply in March 2020, the US credit markets quickly reopened to issuers
in need of capital. Corporations took advantage of low interest rates to draw down revolving lines of credit and extended existing
debt at more favorable rates. Issuance in the loan and high yield bond markets increased year-over-year compared to 2019; gross
loan issuance totaled $422 billion, an 8% increase, and gross high yield bond issuance totaled $450 billion, a 57% increase.
High
yield bonds enjoyed strong demand from retail investors in 2020 with high yield mutual funds and exchanged-traded funds (“ETFs”)
reporting inflows of $44 billion during the year. In comparison, persistently low interest rates continued to hamper retail investor
demand for loans, and loan mutual funds and ETFs reported outflows of $27 billion in 2020. However, this trend started to reverse
toward the end of 2020 with loan retail funds receiving $0.5 billion in net inflows in December. Collateralized loan obligations
(“CLOs”), a much more significant loan investor, continue to account for over 50% of the loan holder base. US CLO gross issuance totaled $92 billion in
2020, down 22% compared to issuance in 2019 but increasing in momentum toward the end of the year.
Sources:
Bloomberg, Barclays, S&P/LCD
Past
Performance is no guarantee of future results. Index performance is shown for illustrative purposes only. You cannot invest directly
in an index.
The
fundamental backdrop for US loans and high yield bonds continues to strengthen as evidenced by improved quarterly financial results
for US companies. Public issuers in the S&P/LSTA Leveraged Loan Index reported a decrease in leverage from 6.7x to 6.4x in
the third quarter of 2020 while average interest coverage increased from 3.8x to 4.3x, back to pre-COVID-19 levels. Year-over-year
average revenue and EBITDA growth for the twelve months ending September 30, 2020 remained negative but logged a significant improvement
over second quarter results.
The
par-weighted last twelve month (“LTM”) loan default rate ended the year at 4.0%, up 231 basis points in 2020 but down
from a peak of 4.4%. Similarly, high yield bonds ended the year with an LTM default rate of 6.2%, up 353bp in 2020 but down from
the peak of 6.3%. With $130 billion in total defaults, 2020 represents the second-highest annual total on record, trailing only
the $205 billion total for full year 2009. However, default rates were manageable relative to rather dire forecasts made in the
more immediate wake of the COVID-19 disruption and have continued to decline from the peak. JP Morgan expects loan and high yield
default rates to further decrease to 3.5% apiece in 2021 and to 2.0% apiece in 2022.
We
expect stable demand for loans and high yield bonds in 2021. We believe that US loan and high yield bond investors remain well-compensated
for credit risk, especially compared to more traditional fixed income, which currently delivers negative real yields.1
At
Blackstone Credit, we value your continued investment and confidence in us and in our family of funds. Additional information
about our funds is available on our website at www.blackstone-credit.com.
Sincerely,
Blackstone
Liquid Credit Strategies LLC
Blackstone
Senior Floating Rate Term Fund
Fund
Overview
Blackstone
Senior Floating Rate Term Fund (“BSL” or herein, the “Fund”) is a closed-end term fund that trades on
the New York Stock Exchange under the symbol “BSL”. BSL’s primary investment objective is to seek high current
income, with a secondary objective to seek preservation of capital, consistent with its primary goal of high current income. Under
normal market conditions, the Fund invests at least 80% of its Managed Assets in senior, secured floating rate loans (“Senior
Loans”). BSL may also invest in second-lien loans and high yield bonds and employs financial leverage, which may increase
risk to the Fund. The Fund has a limited term, and absent shareholder approval to extend the life of the Fund, the Fund will dissolve
on or about May 31, 2027.
Portfolio
Management Commentary
Fund
Performance
As
of December 31, 2020, BSL outperformed its key benchmark, the S&P/LSTA Leveraged Loan Index (“S&P LLI”), on
a Net Asset Value (“NAV”) per share basis for the one-year, three-year, five-year, ten-year, and since inception periods.
On a share price basis, the Fund outperformed its benchmark for the five-year period and underperformed its benchmark for the
one-year, three-year, ten-year, and since inception periods. The shares of the Fund traded at an average discount to NAV of 9.6%
for the twelve months ended December 31, 2020, compared to its peer group average discount of 11.6% over the same time.1
NAV
Performance Factors
The
Fund’s overperformance relative to the benchmark for the twelve months ended December 31, 2020 was primarily attributable
to credit selection. The Fund’s allocation to bonds also contributed to the Fund’s outperformance, partially offset
by underperformance in CLO securities. By issuer, the largest positive contributors to performance were nThrive aka Precyse, SMS
Systems Maintenance Services, and Alvogen and the most significant detractors were AkzoNobel Specialty Chemicals, Ellie Mae, and
RDV Resources.
Portfolio
Activity and Positioning
During
the period, we continued to dynamically manage the Fund to reduce risk and take advantage of select investment opportunities against
a rapidly evolving macroeconomic backdrop. The Fund’s largest sector overweights were electronics/electric, business equipment
and services, and healthcare; the largest sector underweights included telecom, lodging and casinos, and cable and satellite television.
The Fund reduced its allocation to second-lien loans during the period in favor of first-lien loans and bonds.
As
of December 31, 2020, the Fund held 84.3% of its Managed Assets in Senior Loans, 7.6% in second lien loans, and 8.2% in high yield
bonds. BSL’s investments represented the obligations of 274 companies, with an average position size representing 0.32%
of Managed Assets of the Fund. Electronics/electric, business equipment and services, and healthcare represented the Fund’s
top sector weightings.2
BSL’s
Portfolio Composition*
BSL’s
Moody’s Rating*
Portfolio
holdings and distributions are subject to change and are not recommendations to buy or sell any security.
BSL
Total Return
Blackstone
Long-Short Credit Income Fund
Fund
Overview
Blackstone
Long Short Credit Income Fund (“BGX” or herein, the “Fund”) is a closed-end fund that trades on the New
York Stock Exchange under the symbol “BGX”. BGX’s primary investment objective is to provide current income,
with a secondary objective of capital appreciation. BGX will take long positions in investments which we believe offer the potential
for attractive returns under various economic and interest rate environments. BGX may also take short positions in investments
which we believe will under-perform due to a greater sensitivity to earnings growth of the issuer, default risk or the general
level and direction of interest rates. BGX must hold no less than 70% of its Managed Assets in first- and second-lien secured
loans (“Secured Loans”), but may also invest in unsecured loans and high yield bonds.
Portfolio
Management Commentary
Fund
Performance
As
of December 31, 2020, BGX outperformed a composite weighting of the S&P LLI and the Barclays U.S. High Yield Index (“Barclays
HYI”) (70% loans, 30% high yield bonds) on a NAV per share basis for the one-year, three-year, five-year, and since inception
periods. On a share price basis, the Fund outperformed its benchmark for the five-year period and underperformed its benchmark
for the one-year, three-year, and since inception periods. The shares of the Fund traded at an average discount to NAV of 9.8%
for the twelve months ended December 31, 2020, compared to its peer group average discount of 10.5% over the same time.1
NAV
Performance Factors
The
Fund’s outperformance relative to the benchmark for the twelve months ended December 31, 2020 was primarily attributable
to credit selection, partially offset by underperformance in bonds. By issuer, the largest positive contributors to performance
were Riverbed Technology, SMS Systems Maintenance Services, and Team Health and the most significant detractors were Endo Finance,
CEC Entertainment, and Heartland Dental.
Portfolio
Activity and Positioning
During
the period, we continued to dynamically manage the Fund to reduce risk and take advantage of select investment opportunities against
a rapidly evolving macroeconomic backdrop. The Fund’s largest sector overweights were electronics/electric, business equipment
and services, and healthcare; the largest sector underweights included lodging and casinos, leisure goods/activities/movies, and
cable and satellite television. The Fund reduced its allocation to term loans during the period in favor of high yield bonds.
As
of December 31, 2020, the Fund held 80.4% of its Managed Assets in Secured Loans and 18.5% in high yield bonds. BGX’s investments
represented the obligations of 299 companies, with an average position size representing 0.28% of Managed Assets of the Fund.
Electronics/electric, business equipment and services, and healthcare represented the Fund’s top sector weightings.2
BGX’s
Portfolio Composition*
BGX’s
Moody’s Rating Distribution*
Portfolio
holdings and distributions are subject to change and are not recommendations to buy or sell any security.
BGX
Total Return
Blackstone
Strategic Credit Fund
Fund
Overview
Blackstone
Strategic Credit Fund (“BGB” or herein, the “Fund”) is a closed-end term fund that trades on the New York
Stock Exchange under the symbol “BGB”. BGB’s primary investment objective is to seek high current income, with
a secondary objective to seek preservation of capital, consistent with its primary goal of high current income. BGB invests primarily
in a diversified portfolio of loans and other fixed income instruments of predominantly U.S. corporate issuers, including first-
and second-lien loans (“Senior Secured Loans”) and high yield corporate bonds of varying maturities. BGB must hold
no less than 80% of its Managed Assets in credit investments comprised of corporate fixed income instruments and other investments
(including derivatives) with similar economic characteristics. The Fund has a limited term and will dissolve on or about September
15, 2027, absent shareholder approval to extend such term.
Portfolio
Management Commentary
Fund
Performance
As
of December 31, 2020, BGB outperformed a composite weighting of the S&P LLI and the Barclays HYI (75% loans, 25% high yield
bonds) on a NAV per share basis for the five-year, and since inception periods and underperformed its benchmark for the one-year
and three-year periods. On a share price basis, the Fund outperformed its benchmark for the five-year period and underperformed
for the one-year, three-year, and since inception periods. The shares of the Fund traded at an average discount to NAV of 11.1%
for the twelve months ended December 31, 2020, compared to its peer group average discount of 10.4% over the same time.1
NAV
Performance Factors
The
Fund’s underperformance relative to the benchmark for the twelve months ended December 31, 2020 was primarily attributable
to credit selection within bonds, partially offset by positive credit selection in loans. By issuer, the largest positive contributors
to performance were SMS Systems Maintenance, Riverbed Technology, and Alvogen and the most significant detractors were Mood Media,
PrimeSource Building Products, and Ridgeback Resources.
Portfolio
Activity and Positioning
During
the period, we continued to dynamically manage the Fund to reduce risk and take advantage of select investment opportunities against
a rapidly evolving macroeconomic backdrop. The Fund’s largest sector overweights were electronics/electric, business equipment
and services, and healthcare; the largest sector underweights included lodging and casinos, leisure good/activities/movies, and
cable and satellite telecom. The Fund reduced its allocation to loans during the period in favor of high yield bonds.
As
of December 31, 2020, the Fund held 82.1% of its Managed Assets in Senior Secured Loans and 18.8% in high yield bonds. BGB’s
investments represented the obligations of 297 companies, with an average position size representing 0.28% of Managed Assets of
the Fund. Electronics/electric, business equipment and services, and healthcare represented the Fund’s top sector weightings.2
BGB’s
Portfolio Composition*
BGB’s
Moody’s Rating Distribution*
Portfolio
holdings and distributions are subject to change and are not recommendations to buy or sell any security.
BGB
Total Return
10
Principal
Amount
Principal
Amount
Amounts
above are shown as a percentage of net assets as of December 31, 2020.
Investment
Abbreviations:
LIBOR
- London Interbank Offered Rate
Reference
Rates:
1W
US L - 1 Week LIBOR as of December 31, 2020 was 0.10%
1M
US L - 1 Month LIBOR as of December 31, 2020 was 0.14%
3M
US L - 3 Month LIBOR as of December 31, 2020 was 0.24%
6M
US L - 6 Month LIBOR as of December 31, 2020 was 0.26%
Principal
Amount
Principal
Amount
Principal
Amount
Principal
Amount
Principal
Amount
Principal
Amount
Principal
Amount
Principal
Amount
Principal
Amount
Principal
Amount
Principal
Amount
Principal
Amount
Principal
Amount
Amounts
above are shown as a percentage of net assets as of December 31, 2020.
Investment
Abbreviations:
LIBOR
- London Interbank Offered Rate
Reference
Rates:
1W
US L - 1 Week LIBOR as of December 31, 2020 was 0.10%
1M
US L - 1 Month LIBOR as of December 31, 2020 was 0.14%
3M
US L - 3 Month LIBOR as of December 31, 2020 was 0.24%
6M
US L - 6 Month LIBOR as of December 31, 2020 was 0.26%
Principal
Amount
Principal
Amount
Principal
Amount
Principal
Amount
Principal
Amount
Principal
Amount
Principal
Amount
Principal
Amount
TOTAL FLOATING RATE LOAN INTERESTS
(Cost $820,743,718)
Principal
Amount
Principal
Amount
7.000%,
08/01/2025
Principal
Amount
Amounts
above are shown as a percentage of net assets as of December 31, 2020.
Investment
Abbreviations:
LIBOR
- London Interbank Offered Rate
Reference
Rates:
1W
US L - 1 Week LIBOR as of December 31, 2020 was 0.10%
1M
US L - 1 Month LIBOR as of December 31, 2020 was 0.14%
3M
US L - 3 Month LIBOR as of December 31, 2020 was 0.24%
6M
US L - 6 Month LIBOR as of December 31, 2020 was 0.26%
Senior
Floating Rate
Term
Fund
Long-Short
Credit
Income
Fund
Strategic
Credit
Fund
For
the
Year
Ended
December
31,
2020
(a)
For
the
Year
Ended
December
31,
2019
For
the
Year
Ended
December
31,
2020
(a)
For
the
Year
Ended
December
31,
2019
For
the
Year
Ended
December
31,
2020
(a)
For
the
Year
Ended
December
31,
2019
Senior
Floating Rate
Term
Fund(a)
Long-Short
Credit
Income
Fund(a)
Strategic
Credit
Fund(a)
For
a Share Outstanding Throughout the Periods Indicated
Blackstone
Senior Floating Rate Term Fund (formerly known as Blackstone / GSO Senior Floating Rate Term Fund) (“BSL”), is a diversified,
closed-end management investment company. BSL was organized as a Delaware statutory trust on March 4, 2010. BSL was registered
under the Investment Company Act of 1940, as amended (the “1940 Act”), on March 5, 2010. BSL commenced operations
on May 26, 2010. Prior to that date, BSL had no operations other than matters relating to its organization and the sale and issuance
of 5,236 common shares of beneficial interest in BSL to Blackstone Liquid Credit Strategies LLC (formerly known as GSO / Blackstone
Debt Funds Management LLC) (the “Adviser”) at a price of $19.10 per share. The Adviser serves as BSL’s investment
adviser. BSL’s common shares are listed on the New York Stock Exchange (the “Exchange”) and trade under the
ticker symbol “BSL.”
Absent
shareholder approval to extend the term of BSL, BSL was initially scheduled to dissolve on or about May 31, 2020. Upon dissolution,
BSL will distribute substantially all of its net assets to shareholders, after making appropriate provision for any liabilities.
Pursuant to BSL’s Amended and Restated Agreement and Declaration of Trust, prior to the date of dissolution a majority of
BSL’s Board of Trustees (the “BSL Board”), with the approval of a majority of the shareholders entitled to vote
(as defined in the 1940 Act), may extend the life of BSL by a period of two years or such shorter time as may be determined. The
dissolution date of BSL may be extended an unlimited number of times. On March 31, 2017, BSL announced an extension of BSL’s
reinvestment period. The extension allows BSL to continue to reinvest proceeds generated by maturities, prepayments and sales
of investments until one year prior to BSL’s scheduled dissolution date. On November 17, 2017, BSL’s shareholders
had approved extending the term of BSL by two years by changing BSL’s scheduled dissolution date from May 31, 2020 to May
31, 2022. On November 18, 2019, the BSL Board approved a proposal to amend BSL's charter to allow an extension of up to five years
in length (the “Charter Amendment”). The BSL Board also approved a proposal to extend the term of BSL by five years
by changing BSL's scheduled dissolution date from May 31, 2022 to May 31, 2027 (the “Term Extension”). The Charter
Amendment and the Term Extension were subject to shareholder approval, which was obtained at a special shareholder meeting held
on February 19, 2020.
Blackstone
Long-Short Credit Income Fund (formerly known as Blackstone / GSO Long-Short Credit Income Fund) (“BGX”) is a diversified,
closed-end management investment company. BGX was organized as a Delaware statutory trust on October 22, 2010. BGX was registered
under the 1940 Act on October 26, 2010. BGX commenced operations on January 27, 2011. Prior to that, BGX had no operations other
than matters relating to its organization and the sale and issuance of 5,236 common shares of beneficial interest in BGX to the
Adviser at a price of $19.10 per share. The Adviser serves as the investment adviser for BGX. BGX’s common shares are listed
on the Exchange and trade under the ticker symbol “BGX.”
On
May 22, 2020, the SEC declared effective a registration statement filed under the “shelf” registration process for
BGX. Pursuant to the shelf registration, BGX may offer, from time to time, in one or more offerings, up to $100,000,000 of common
shares. These shares may be offered and sold to or through underwriters, through dealers or agents that BGX designates from time
to time, directly to purchasers, through at-the-market ("ATM") offerings or through a combination of these methods.
On August 19, 2020, BGX launched an ATM offering to sell up to $50,000,000 aggregate amount of its common shares. As of December
31, 2020, BGX has not yet sold any shares pursuant to this shelf registration.
Blackstone
Strategic Credit Fund (formerly known as Blackstone / GSO Strategic Credit Fund) (“BGB” and, collectively with BSL
and BGX, the “Funds”) is a diversified, closed-end management investment company. BGB was organized as a Delaware
statutory trust on March 28, 2012. BGB was registered under the 1940 Act on April 6, 2012. BGB commenced operations on September
26, 2012. Prior to that, BGB had no operations other than matters relating to its organization and the sale and issuance of 5,236
common shares of beneficial interest in BGB to the Adviser at a price of $19.10 per share. The Adviser serves as the investment
adviser for BGB. BGB’s common shares are listed on the Exchange and trade under the ticker symbol “BGB.”
BGB
will dissolve on or about September 15, 2027, absent shareholder approval to extend such term. Upon dissolution, BGB will distribute
substantially all of its net assets to shareholders, after making appropriate provision for any liabilities of BGB. Pursuant to
BGB’s Amended and Restated Agreement and Declaration of Trust, prior to the date of dissolution a majority of BGB’s
Board of Trustees (the “BGB Board”), with the approval of a majority of the outstanding voting securities entitled
to vote (as defined in the 1940 Act), may extend the life of BGB. If approved, the dissolution date of BGB may be extended by
a period of two years or such shorter time as may be determined. The dissolution date of BGB may be extended an unlimited number
of times.
The
Funds were previously classified as non-diversified investment companies for purposes of the 1940 Act. As a result of ongoing
operations, the Funds are now classified as diversified companies; BGX and BSL as of April 1, 2014 and BGB as of September 25,
2015. This means that with respect to 75% of each Fund’s total assets, no more than 5% of such Fund’s total assets
may be invested in any one issuer, excepting cash and cash items, U.S. government securities, and securities of other investment
companies. The Funds may not resume operating in a non-diversified manner without first obtaining shareholder approval in accordance
with the 1940 Act. The name changes of BSL, BGX, and BGB became effective on December 10, 2020 and there are no changes made to
each Fund’s investment objective and strategy.
Investment
Objectives: BSL’s primary investment objective is to seek high current income, with a secondary objective to seek preservation
of capital, consistent with its primary goal of high current income. Under normal market conditions, at least 80% of BSL’s
Managed Assets (defined below) will be invested in senior secured, floating rate loans (“Senior Loans”).
BGX’s
primary investment objective is to provide current income, with a secondary objective of capital appreciation. BGX seeks to achieve
its investment objectives by employing a dynamic long-short strategy in a diversified portfolio of loans and fixed-income instruments
of predominantly U.S. corporate issuers, including first- and second-lien secured loans (“Secured Loans”) and high-yield
corporate debt securities of varying maturities. BGX’s short positions, either directly or through the use of derivatives,
may total up to 30% of such Fund’s net assets.
BGB’s
primary investment objective is to seek high current income, with a secondary objective to seek preservation of capital, consistent
with its primary goal of high current income. BGB will seek to achieve its investment objectives by investing primarily in a diversified
portfolio of loans and other fixed income instruments of predominantly U.S. corporate issuers, including first- and second-lien
secured loans (‘‘Senior Secured Loans’’) and high yield corporate bonds of varying maturities. Under normal
market conditions, at least 80% of BGB’s Managed Assets (defined below) will be invested in credit investments comprised
of corporate fixed income instruments and other investments (including derivatives) with similar economic characteristics.
Senior
Loans, Secured Loans and Senior Secured Loans are referred to collectively as “Loans” throughout the Notes to Financial
Statements.
Basis
of Presentation: The Funds' financial statements are prepared in accordance with accounting principles generally accepted
in the United States of America (“U.S. GAAP”) and are stated in U.S. dollars. Each Fund is considered an Investment
Company under U.S. GAAP and follows the accounting and reporting guidance applicable to investment companies in the Financial
Accounting Standards Board Accounting Standards Codification Topic 946.
The
preparation of financial statements requires management to make certain estimates and assumptions that affect the reported amounts
of assets and liabilities at the date of the financial statement. Actual results could differ from these estimates.
Portfolio
Valuation: Each Fund’s net asset value (“NAV”) is determined daily on each day that the Exchange is open
for business, as of the close of the regular trading session on the Exchange. Each Fund calculates NAV per share by subtracting
liabilities (including accrued expenses or dividends) from the total assets of such Fund (the value of the securities plus cash
or other assets, including interest accrued but not yet received) and dividing the result by the total number of outstanding common
shares of such Fund.
Loans
are primarily valued by using a composite loan price from a nationally recognized loan pricing service. The methodology used by
the Funds’ nationally recognized loan pricing provider for composite loan prices is to value loans at the mean of the bid
and ask prices from one or more brokers or dealers. Collateralized Loan Obligation securities (“CLOs”) are valued
at the price provided by a nationally recognized pricing service. The prices provided by the nationally recognized pricing service
are typically based on the evaluated mid-price of each of the CLOs. Corporate bonds and convertible bonds, other than short-term
investments, are valued at the price provided by a nationally recognized pricing service. The prices provided by the nationally
recognized pricing service are typically based on the mean of bid and ask prices for each corporate bond security. In determining
the value of a particular investment, pricing services may use certain information with respect to transactions in such investments,
quotations from dealers, pricing matrices, market transactions in comparable investments, various relationships observed in the
market between investments and calculated yield measures based on valuation technology commonly employed in the market for such
investments. Equity securities for which market quotations are available are generally valued at the last sale price or official
closing price on the primary market or exchange on which they trade. Futures contracts are ordinarily valued at the last sales
price on the securities or commodities exchange on which they are traded. Written and purchased options are ordinarily valued
at the closing price on the securities or commodities exchange on which they are traded. Short-term debt investments, if any,
having a remaining maturity of 60 days or less when purchased would be valued at cost adjusted for amortization of premiums and
accretion of discounts. Any investments and other assets for which such current market quotations are not readily available are
valued at fair value (“Fair Valued Assets”) as determined in good faith by a committee of the Adviser (“Fair
Valued Asset Committee”) under procedures established by, and under the general supervision and responsibility of, the Funds’
Boards of Trustees (collectively, the “Board”). Such methods may include, but are not limited to, the use of a market
comparable and/or income approach methodologies. A Fair Valued Asset Committee meeting may be called at any time by any member
of the Fair Valued Asset Committee. The pricing of all Fair Valued Assets and determinations thereof shall be reported by the
Fair Valued Asset Committee to the Board at each regularly scheduled quarterly meeting. The Funds have procedures to identify
and investigate potentially stale or missing prices for investments which are valued using a nationally recognized pricing service,
exchange price or broker-dealer quotations. After performing such procedures, any prices which are deemed to be stale are reviewed
by the Fair Valued Asset Committee and an alternative pricing source is determined.
Various
inputs are used to determine the value of the Funds’ investments. Observable inputs are inputs that reflect the assumptions
market participants would use in pricing the asset or liability developed based on market data obtained from sources independent
of the reporting entity. Unobservable inputs are inputs that reflect the reporting entity’s own assumptions about the assumptions
market participants would use in pricing the asset or liability developed based on the best information available in the circumstances.
The three-tier hierarchy of inputs is summarized in the three broad Levels listed below.
Level
1— Unadjusted quoted prices in active markets for identical investments at the measurement date.
Level
2— Significant observable inputs (including quoted prices for similar investments, interest rates, prepayment speeds, credit
risk, etc.).
Level 3— Significant unobservable inputs (including the Funds’ own assumptions in determining the fair
value of investments).
The
categorization of a value determined for investments and other financial instruments is based on the pricing transparency of the
investment and other financial instrument and does not necessarily correspond to the Funds’ perceived risk of investing
in those securities. Investments measured and reported at fair value are classified and disclosed in one of the following levels
within the fair value hierarchy based on the lowest level of input that is significant to the fair value measurement.
Level
2 - Significant
Observable
Inputs
Level
3 - Significant
Unobservable
Inputs
December
31, 2020
Blackstone
Long-Short Credit Income Fund
December
31, 2020
Blackstone
Strategic Credit Fund
December
31, 2020
The
changes of the fair value of investments for which the Funds have used significant unobservable (Level 3) inputs to determine
the fair value are as follows:
December
31, 2020
Securities
Transactions and Investment Income: Securities transactions are recorded on trade date for financial reporting purposes and
amounts payable or receivable for trades not settled at the time of period end are reflected as liabilities and assets, respectively.
Interest Income is recognized on an accrual basis from the date of settlement. Accretion of discount and amortization of premium,
which are included in interest income, are accreted or amortized daily using the accrual basis interest method. Dividend income
is recorded on the ex-dividend date. Realized gains and losses from securities transactions and foreign currency transactions,
if any, are recorded on the basis of identified cost and stated separately in the Statement of Operations.
December
31, 2020
When
the Funds sell a floating rate loan interest, they may pay an agency fee. The Funds earn facility and other fees on floating rate
loan interests, and facility fees are typically amortized to income over the term of the loan. Consent and amendment fees are
also recorded to income as earned. All of these fees are shown on the Statement of Operations under “Facility and other
fees.”
Federal
Income Taxes: It is the policy of the Funds to continue to qualify as regulated investment companies by complying with the
requirements of Subchapter M of the Internal Revenue Code of 1986, as amended. For the year ended December 31, 2020, Management
has analyzed the tax positions taken by the Funds and has concluded that no income tax provisions are required.
Income
and capital gain distributions, if any, are determined in accordance with income tax regulations, which may differ from GAAP.
These differences are primarily due to differing treatments of income and gains on various investment securities held by the Funds,
including differences in the timing of recognition or income, losses, and/or gains, and differing characterization of distributions
made by the Funds as a whole.
As
of, and during, the year ended December 31, 2020, the Funds did not incur a liability arising from any unrecognized tax benefits.
The Funds file U.S. federal, state, and local tax returns as required. The Funds’ tax returns are subject to examination
by the relevant tax authorities until expiration of the applicable statute of limitations, which is generally three years after
the filing of the tax return for federal purposes and four years after the filing of most state and local returns for state and
local purposes. Tax returns for any open years have not required and as such not incorporated any uncertain tax positions that
result in a provision for income taxes.
Distributions
to Shareholders: The Funds make monthly cash distributions of all or a portion of their net investment income to common shareholders.
The Funds will distribute to common shareholders at least annually all or substantially all of their net investment income determined
after the payment of dividends and/or interest, if any, owed with respect to any outstanding preferred shares and/or borrowings.
The Funds intend to pay any capital gain distributions at least annually, if any. The Funds utilize a “dynamic” distribution
strategy that is based on the net investment income earned by the Funds. The Funds declare a set of monthly distributions each
quarter in amounts closely tied to the Funds’ recent average monthly net investment income. As a result, the monthly distribution
amounts for the Funds typically vary when compared quarter over quarter.
Offering
Costs: Offering costs incurred in connection with BGX’s shelf registration statement, through December 31, 2020, are
approximately $407,458. The Statement of Assets and Liabilities reflects the current offering costs of $407,458 as deferred offering
costs. These offering costs will be charged to paid-in-capital upon the issuance of shares. Any remaining deferred offering costs
at the end of the shelf offering period will be charged to expense and costs incurred to keep the shelf registration current are
expensed as incurred.
COVID-19
and Global Economic Market Conditions: The ongoing novel coronavirus (“COVID-19”) pandemic and restrictions on
certain non-essential businesses have caused disruption in the U.S. and global economies. Although an economic recovery is partially
underway, it continues to be gradual, uneven, and characterized by meaningful dispersion across sectors and regions. The estimates
and assumptions underlying the Funds’ financial statements are based on the information available as of December 31, 2020,
including judgments about the financial market and economic conditions which may change over time.
NOTE
3. MANAGEMENT FEES, ADMINISTRATION FEES, AND OTHER AGREEMENTS
Management
Fees: The Adviser, a wholly-owned subsidiary of Blackstone Alternative Credit Advisors LP (formerly known as GSO Capital Partners
LP) (collectively with its affiliates in the credit-focused business of The Blackstone Group Inc., “Blackstone Credit”),
is a registered investment adviser and is responsible for the day-to-day management of, and providing administrative and compliance
oversight services to, the Funds.
For
BSL, the Adviser receives a monthly fee at the annual rate of 0.90% of the average daily value of BSL’s total assets (including
any assets attributable to any leverage used) minus the sum of BSL’s accrued liabilities (other than Fund liabilities incurred
for any leverage) (“BSL Managed Assets”). Effective November 17, 2017, the Adviser agreed to reduce a portion of the
previous management fee (“Reduced Management Fee”), from an annual rate of 1.00% to 0.90% of BSL’s Managed Assets,
in connection with the extension of BSL’s term through May 31, 2022. Due to the approval of the extension of the BSL term
to May 31, 2027, the Reduced Management Fee will continue through BSL’s dissolution date. If BSL’s term is extended
again by shareholders beyond May 31, 2027, the Reduced Management Fee will be assessed at that time. For BGX, the Adviser receives
a monthly fee at the annual rate of 1.20% of the average daily value of BGX’s net assets (total assets of BGX minus liabilities,
including accrued expenses or dividends). For BGB, the Adviser receives a monthly fee at the annual rate of 1.00% of the average
daily value of BGB’s Managed Assets (defined below).
Trustee
Fees: Effective January 1, 2020, the Funds and Blackstone / GSO Floating Rate Enhanced Income Fund (collectively, the “Blackstone
Credit Closed-End Funds”) agreed to pay a retainer fee of $145,000 per annum to each Trustee who is not a director, officer,
employee, or affiliate of Blackstone Credit or ALPS Fund Services, Inc. (“ALPS”). The Chairman of the Audit Committee
and the Chairman of the Nominating and Governance Committee also agreed to receive a retainer fee of $12,000 per annum and the
Lead Independent Trustee agreed to receive a retainer fee of $16,000 per annum from the Blackstone Credit Closed-End Funds.
December
31, 2020
Fund
Accounting and Administration Fees: ALPS serves as administrator to the Funds. Under the administration agreement, ALPS is
responsible for calculating the NAV of the common shares and generally managing the administrative affairs of the Funds. For BSL
and BGB, ALPS receives a monthly fee based on the average daily value of the Funds’ respective Managed Assets, plus out-of-pocket
expenses. For BGX, ALPS receives a monthly fee based on the average daily value of the Fund’s net assets, plus out-of-pocket
expenses. ALPS is not considered an affiliate of the Funds, as defined under the 1940 Act.
Custodian
and Transfer Agent: The Bank of New York Mellon serves as the Funds’ custodian. Computershare Inc. (“Computershare”),
serves as the Funds’ transfer agent. The Bank of New York Mellon and Computershare, are not considered affiliates of the
Funds as defined under the 1940 Act.
NOTE
4. SECURITIES TRANSACTIONS
Investment
transactions for the year ended December 31, 2020, excluding temporary short-term investments, were as follows:
Cost
of Investments
Purchased
Proceeds
from
Investments
Sold
NOTE
5. RELATED PARTY TRANSACTIONS
The
Adviser is a related party. Fee arrangements with related parties are disclosed in Note 3 and amounts incurred are disclosed in
the Statement of Operations.
During
the year ended December 31, 2020, none of the Funds engaged in cross trades with an affiliate pursuant to Rule 17a-7 under the
1940 Act.
Blackstone
Holdings Finance Co. L.L.C (“FINCO”), an affiliate of the investment adviser, pays expenses on behalf of the Funds
from time to time. The Funds reimburse FINCO for such expenses paid on behalf of the Funds. FINCO does not charge any fees for
providing such services. The amounts of $129,885, $78,988 and $262,130 for BSL, BGX, and BGB, respectively, as of the year ended
December 31, 2020 is recorded as other payables and accrued expenses on the Funds’ Statements of Assets and Liabilities.
NOTE
6. SHARE REPURCHASE PROGRAM
In
connection with the approval of the Term Extension by shareholders on February 19, 2020, BSL has implemented a share repurchase
program (the “Share Repurchase Program”) over the remaining life of the Fund. The Fund will repurchase up to 15% of
outstanding shares in the open market under certain circumstances. If shares of BSL trade at an average discount to BSL’s
NAV per share of greater than 10% over any rolling forty (40) business day period, BSL will seek to buy back up to 15% of its
outstanding shares through the open market (the “Repurchase Quantity”), subject to reasonable volume limitations and
a maximum price of 90% of the Fund’s NAV per share. (“Repurchase Price Ceiling”). If the Share Repurchase Program
is triggered but an amount of shares less than the Repurchase Quantity is repurchased subject to the Repurchase Price Ceiling,
the Fund will continue the Share Repurchase Program the next time, if applicable, shares can be repurchased at a price below the
Repurchase Price Ceiling. Such repurchase may continue throughout the remaining life of the Fund, until shares repurchased equal
the Repurchase Quantity.
BSL’s
Share Repurchase Program was triggered on April 22, 2020. For the period from April 23, 2020 to December 31, 2020, BSL repurchased
1,733,187 shares of its common stock on the open market, which represented approximately 11.34% of the shares outstanding at April
22, 2020 at a total cost, inclusive of commissions ($0.02 per share), of $22,708,214 at a per-share weighted average discount
to NAV of 11.00%.
December
31, 2020
NOTE
7. CAPITAL
The
Funds have authorized an unlimited number of $0.001 par value common shares.
Transactions
in shares were as follows:
NOTE
8. LOANS AND OTHER INVESTMENTS
BSL
defines “Senior Loans” as first lien senior secured, floating rate loans that are made to U.S. and, to a limited extent,
non-U.S. corporations, partnerships and other business entities (“Borrowers”), which operate in various industries
and geographical regions. BGX includes first and second lien secured, floating rate loans in its definition of “Secured
Loans.” Under normal market conditions, at least 80% of BSL’s Managed Assets will be invested in Senior Loans and
70% of BGX’s Managed Assets (defined below) will be invested in Secured Loans. BGX defines its managed assets as net assets
plus any borrowings for investment purposes, which includes effective leverage obtained through securities lending, swap contract
arrangements, and short selling or other derivative transactions (“BGX Managed Assets”). BGB defines its managed assets
as net assets plus any borrowings for investment purposes, which includes effective leverage obtained through total return swaps,
securities lending arrangements, credit default swaps or other derivative transactions (“BGB Managed Assets”). Under
normal market conditions, at least 80% of BGB’s Managed Assets will be invested in credit investments comprised of corporate
fixed income instruments and other investments (including derivatives) with similar economic characteristics. At December 31,
2020, 84.30% of BSL’s Managed Assets were held in Senior Loans, 80.42% of BGX’s Managed Assets were held in Secured
Loans, and 100.95% of BGB’s Managed Assets were held in corporate fixed income instruments including Senior Secured Loans.
Senior
secured loans hold a senior position in the capital structure of a business entity, are secured with specific collateral and have
a claim on the assets and/or stock of the Borrower that is senior to that held by unsecured creditors, subordinated debt holders
and stockholders of the Borrower. Loans often require prepayments from Borrowers’ excess cash flows or permit the Borrowers
to repay at their election. The degree to which Borrowers repay, whether as a contractual requirement or at their election, cannot
be predicted with accuracy. As a result, the actual remaining maturity may be substantially less than the stated maturities shown.
However, floating rate loans typically have an expected average life of two to four years. Floating rate loans typically have
rates of interest which are re-determined periodically, either daily, monthly, quarterly or semi-annually by reference to a floating
base lending rate, primarily the London Interbank Offered Rate (“LIBOR”), plus a premium or credit spread.
Changes
in the method of determining LIBOR, or the replacement of LIBOR with an alternative reference rate, may adversely affect the Funds’
credit arrangements and the Funds’ CLO transactions. Instruments in which the Funds invest may pay interest at floating
rates based on LIBOR or may be subject to interest caps or floors based on LIBOR. The Funds and issuers of instruments in which
the Funds invest may also obtain financing at floating rates based on LIBOR. The underlying collateral of CLOs in which the Funds
invest may pay interest at floating rates based on LIBOR. Derivative instruments utilized by the Funds and/or issuers of instruments
in which the Funds may invest may also reference LIBOR.
On
July 27, 2017, the Financial Conduct Authority (“FCA”) announced that it would phase out LIBOR as a benchmark by the
end of 2021. It is unclear whether new methods of calculating LIBOR will be established such that it continues to exist after
2021. The administrator of LIBOR has announced it will consult on its intention to cease the publication of the one week and two
month LIBOR settings immediately following the LIBOR publication on December 31, 2021, and the remaining USD LIBOR settings immediately
following the LIBOR publication on June 30, 2023. The U.S. Federal Reserve System (“FRS”), Office of the Comptroller
of the Currency, and Federal Deposit Insurance Corporation have issued guidance encouraging market participants to adopt alternatives
to LIBOR in new contracts as soon as practicable and no later than December 31, 2021, and the FCA has indicated that market participants
should not rely on LIBOR being available after 2021. As an alternative to LIBOR, for example, the FRS, in conjunction with the
Alternative Reference Rates Committee, a steering committee comprised of large U.S. financial institutions, is considering replacing
U.S.-dollar LIBOR with the Secured Overnight Financing Rate (“SOFR”). Abandonment of or modifications to LIBOR could
have adverse impacts on newly issued financial instruments and the Funds’ existing financial instruments which reference
LIBOR. Abandonment of or modifications to LIBOR could lead to significant short-term and long-term uncertainty and market instability.
If LIBOR ceases to exist, the Funds and their obligors may need to amend or restructure their existing LIBOR-based debt instruments
and any related hedging arrangements that extend beyond December 31, 2021, or June 30, 2023, depending on the applicable LIBOR
tenor and pending the outcome of the LIBOR administrator’s consultation. Uncertainty as to the nature of alternative reference
rates and as to potential changes or other reforms to LIBOR, or any changes announced with respect to such reforms, may result
in a sudden or prolonged increase or decrease in the reported LIBOR rates and the value of LIBOR-based loans and securities, including
those of other issuers the Funds currently own or may in the future own. It remains uncertain how such changes would be implemented
and the effects such changes would have on the Funds, issuers of instruments in which the Funds invest and financial markets generally.
December
31, 2020
The
expected discontinuation of LIBOR could have a significant impact on the Funds’ business. There could be significant operational
challenges for the transition away from LIBOR including, but not limited to, amending loan agreements with borrowers on investments
that may have not been modified with fallback language and adding effective fallback language to new agreements in the event that
LIBOR is discontinued before maturity. Beyond these challenges, the Funds anticipate there may be additional risks to the Funds’
current processes and information systems that will need to be identified and evaluated by the Funds. Due to the uncertainty of
the replacement for LIBOR, the potential effect of any such event on the Funds’ cost of capital and net investment income
cannot yet be determined.
There
is no guarantee that a transition from LIBOR to an alternative will not result in financial market disruptions, significant increases
in benchmark rates, or borrowing costs to borrowers, any of which could have a material adverse effect on the Funds’ business,
result of operations, financial condition, and unit price. In addition, the transition to a successor rate could potentially cause
(i) increased volatility or illiquidity in markets for instruments that currently rely on LIBOR, (ii) a reduction in the value
of certain instruments held by the Funds, or (iii) reduced effectiveness of related Fund transactions, such as hedging. It remains
uncertain how such changes would be implemented and the effects such changes would have on the Funds, issuers of instruments in
which the Funds invest and financial markets generally.
Loans
are subject to the risk of payment defaults of scheduled interest or principal. Such non-payment could result in a reduction of
income, a reduction in the value of the investment and a potential decrease in the NAV of any of the Funds. Risk of loss of income
is generally higher for subordinated unsecured loans or debt, which are not backed by a security interest in any specific collateral.
There can be no assurance that the liquidation of any collateral securing a Loan would satisfy the Borrower’s obligation
to the applicable Fund in the event of non-payment of scheduled interest or principal payments, or that such collateral could
be readily liquidated.
Second
lien loans generally are subject to similar risks as those associated with investments in first lien loans except that such loans
are subordinated in payment and/or lower in lien priority to first lien holders. In the event of default on a second lien loan,
the first priority lien holder has first claim to the underlying collateral of the loan. Second lien loans are subject to the
additional risk that the cash flow of the Borrower and property securing the loan or debt, if any, may be insufficient to meet
scheduled payments after giving effect to the senior obligations of the Borrower. At December 31, 2020, BSL, BGX and BGB had invested
$23,933,118, $27,905,333 and $94,289,802, respectively, in second lien secured loans. Second lien secured loans are considered
Secured Loans for BGX and Senior Secured Loans for BGB, but are not considered Senior Loans for BSL.
Loans
can be rated below investment grade or may also be unrated. As a result, the risks associated with Loans may be similar to the
risks of other below investment grade securities, although they are senior and secured in contrast to other below investment grade
securities, which are often subordinated or unsecured. The Funds typically invest in Loans rated below investment grade, which
are considered speculative because of the credit risk of the Borrowers. Such companies are more likely than investment grade issuers
to default on their payments of interest and principal owed to the Funds, and such defaults could reduce NAV and income distributions.
The amount of public information available with respect to below investment grade loans will generally be less extensive than
that available for registered or exchange-listed securities. In evaluating the creditworthiness of Borrowers, the Adviser will
consider, and may rely in part on, analyses performed by others. The Adviser’s established best execution procedures and
guidelines require trades to be placed for execution only with broker-dealer counterparties approved by the Counterparty Committee
of the Adviser. The factors considered by the Counterparty Committee when selecting and approving brokers and dealers include,
but are not limited to: (i) quality, accuracy, and timeliness of execution, (ii) review of the reputation, financial strength
and stability of the financial institution, (iii) willingness and ability of the counterparty to commit capital, (iv) ongoing
reliability and (v) access to underwritten offerings and secondary markets. The Counterparty Committee regularly reviews each
broker-dealer counterparty based on the foregoing factors.
The
Funds may acquire Loans through assignments or participations. The Funds typically acquire these Loans through assignment, and
if a Fund acquires a Loan through participation, it will seek to elevate a participation interest into an assignment as soon as
practicably possible. The purchaser of an assignment typically succeeds to all the rights and obligations of the assigning institution
and becomes a lender under the credit agreement with respect to the debt obligation. A participation typically results in a contractual
relationship only with the institution participating out the interest, not with the Borrower. Sellers of participations typically
include banks, broker-dealers, other financial institutions and lending institutions. The Adviser has adopted best execution procedures
and guidelines which seek to mitigate credit and counterparty risk in the atypical situation when the Funds must acquire a Loan
through a participation.
December
31, 2020
BSL
and BGX have invested in CLO securities. A CLO is a financing company (generally called a Special Purpose Vehicle (“SPV”)),
created to reapportion the risk and return characteristics of a pool of assets. While the assets underlying a CLO are typically
Secured Loans, the assets may also include (i) unsecured loans, (ii) debt securities that are rated below investment grade, and
(iii) equity securities incidental to investments in Secured Loans. When investing in CLOs, each fund will not invest in equity
tranches, which are the lowest tranche. However, each fund may invest in lower tranches of CLO debt securities, which typically
experience a lower recovery, greater risk of loss or deferral or non-payment of interest than more senior debt tranches of the
CLO. In addition, each fund intends to invest in CLOs consisting primarily of individual Secured Loans of Borrowers and not repackaged
CLO obligations from other high risk pools. The underlying Secured Loans purchased by CLOs are generally performing at the time
of purchase but may become non-performing, distressed or defaulted. CLOs with underlying assets of non-performing, distressed
or defaulted loans are not contemplated to comprise a significant portion of each fund’s investments in CLOs. The key feature
of the CLO structure is the prioritization of the cash flows from a pool of debt securities among the several classes of the CLO.
The SPV is a company founded solely for the purpose of securitizing payment claims arising out of this diversified asset pool.
On this basis, marketable securities are issued by the SPV which, due to the diversification of the underlying risk, generally
represent a lower level of risk than the original assets. The redemption of the securities issued by the SPV typically takes place
on a date earlier than legal maturity from refinancing of the senior debt tranches.
NOTE
9. GENERAL COMMITMENTS AND CONTINGENCIES
As
of December 31, 2020, the Funds had unfunded loan commitments outstanding, which could be extended at the option of the borrower,
as detailed below:
Blackstone
Senior Floating
Rate
Term Fund
Blackstone
Long-Short
Credit
Income Fund
Blackstone
Strategic
Credit
Fund
Unfunded
loan commitments are marked to market on the relevant day of the valuation in accordance with the Funds’ valuation policies.
Any related unrealized appreciation/(depreciation) on unfunded loan commitments is recorded on the Statements of Assets and Liabilities
and the Statements of Operations. For the year ended December 31, 2020, BSL, BGX and BGB recorded a net change in unrealized appreciation
on unfunded loan commitments totaling $(10,373) and $(8,838), and ($30,039), respectively.
NOTE
10. CREDIT DEFAULT SWAPS
BGX
may enter into over-the-counter (“OTC”) and/or centrally cleared credit default swap contracts and may also use credit
default swaps to express a negative credit view on a loan or other investment. If BGX purchases protection under a credit default
swap and no credit event occurs on the reference obligation, BGX will have made a series of periodic payments and recover nothing
of monetary value. However, if a credit event occurs on the reference obligation, BGX (if the buyer of protection) will receive
the full notional value of the reference obligation through a cash payment in exchange for the reference obligation or alternatively,
a cash payment representing the difference between the expected recovery rate and the full notional value.
The
periodic swap payments received or made by BGX are recorded in the Statements of Operations as realized gains or losses, respectively.
Any upfront fees paid are recorded as assets and any upfront fees received are recorded as liabilities and amortized over the
term of the swap. Swaps are marked-to-market daily and changes in value, including the accrual of periodic amounts of interest,
are recorded as unrealized appreciation (depreciation) and shown on BGX’s Statement of Operations. When the swap is terminated,
BGX will record a realized gain or loss equal to the difference between the proceeds from (or cost of) the closing transaction
and BGX’s basis in the contract, if any. Generally, the basis of the contracts is the unamortized premium received or paid.
International
Swaps and Derivatives Association, Inc. Master Agreements (“ISDA Master Agreements”) govern OTC financial derivative
transactions entered into by a Fund and those counterparties. The ISDA Master Agreements maintain provisions for general obligations,
representations, agreements, collateral and events of default or termination. Events of termination include conditions that may
entitle counterparties to elect to terminate early and cause settlement of all outstanding transactions under the applicable ISDA
Master Agreement. Any election to terminate early could be material to the financial statements.
December
31, 2020
Swap
transactions involve, to varying degrees, elements of interest rate, credit and market risk in excess of the amounts recognized
in the Statements of Assets and Liabilities. Such risks involve the possibility that there will be no liquid market for these
agreements, that the counterparty to the agreements may default on its obligation to perform or disagree as to the meaning of
the contractual terms in the agreements, and that there may be unfavorable changes in interest rates and/or market values associated
with these transactions. The Adviser selects only those counterparties that it believes are credit-worthy.
During
the year ended December 31, 2020, BGX did not enter into any credit default swaps.
NOTE
11. LEVERAGE
On
July 27, 2016 BGX and BGB issued 7-year Mandatory Redeemable Preferred Shares (“MRPS”). BGX issued 20,000 MRPS with
a total liquidation value of $20,000,000 and BGB issued 45,000 MRPS with a total liquidation value of $45,000,000, rated “AA”
by Fitch Ratings, with Rating Watch Negative (RWN) designations as of December 31, 2020. BGB and BGX used the proceeds of the
offerings to make additional investments for their portfolios. The final redemption date of the MRPS is July 27, 2023. BGB and
BGX make quarterly dividend payments on the MRPS at an annual dividend rate of 3.61%. Due to the terms of the MRPS, face value
approximates fair value at December 31, 2020. This fair value is based on Level 2 inputs under the three-tier fair valuation hierarchy
(see Note 2).
In
connection with BGB and BGX’s issuance of MRPS, certain costs were incurred by BGB and BGX and have been recorded net against
the outstanding liability. These costs are being amortized over the period beginning July 27, 2016 (day of issuance) through July
27, 2023, the final redemption date. The net deferred financing costs as of December 31, 2020 are shown on BGB’s and BGX’s
Statements of Assets and Liabilities. The amount of expense amortized during the year ended December 31, 2020 is shown on BGB’s
and BGX’s Statements of Operations under amortization of deferred financing costs.
Except
for matters which do not require the vote of holders of MRPS under the 1940 Act and except as otherwise provided in BGB’s
and BGX’s Declarations of Trust, Bylaws, or the applicable Securities Purchase Agreements or as otherwise required by applicable
law, each holder of MRPS shall be entitled to one vote for each MRPS held on each matter submitted to a vote of shareholders of
the Fund, and the holders of outstanding preferred shares and common shares shall vote together as a single class on all matters
submitted to shareholders; provided, however, that the holders of outstanding preferred shares shall be entitled, as a class,
to the exclusion of the holders of shares of all other classes of beneficial interest of the Fund, to elect two Trustees of the
applicable Fund at all times.
Each
Fund has entered into a separate Credit Agreement (each, an “Agreement”) with a bank to borrow money pursuant to a
two-year revolving line of credit (“Leverage Facility”) for BSL, BGX and BGB. BSL entered into an agreement dated
October 8, 2014, as amended on October 7, 2015, October 5, 2016, and October 4, 2017, and as further amended and restated on June
20, 2018 and as further amended and restated on October 4, 2019 and as amended on October 2, 2020, to borrow up to a limit of
$142 million, with $48 million for tranche A loans (“BSL Tranche A Loans”) and $94 million for tranche B loans (“BSL
Tranche B Loans”). BGX entered into an agreement dated July 29, 2014, as amended on January 26, 2015, July 28, 2015, July
26, 2016, July 25, 2017, and February 23, 2018 and as further amended and restated on June 20, 2018, and as further amended and
restated on July 25, 2019 and as amended on July 23, 2020, to borrow up to a limit of $122 million, with $41 million for tranche
A loans (“BGX Tranche A Loans”) and $81 million for tranche B loans (“BGX Tranche B Loans”). BGB entered
into an agreement dated December 21, 2012, as amended at December 20, 2013, December 19, 2014, December 18, 2015, July 26, 2016,
December 16, 2016, December 20, 2017, as amended and restated on June 20, 2018, as amended on December 4, 2018 and as further
amended and restated on January 11, 2019, and as further amended on January 10, 2020 to borrow up to a limit of $415 million,
with $145 million for tranche A loans (“BGB Tranche A Loans” and collectively with BGX Tranche A Loans and BSL Tranche
A Loans, the “Tranche A Loans”) and $270 million for tranche B loans (“BGB Tranche B Loans” and collectively
with BGX Tranche B Loans and BSL Tranche B Loans, the “Tranche B Loans”). Borrowings under each Agreement are secured
by the assets of each Fund.
Interest
on BSL’s, BGB’s and BGX’s Leverage Facilities is charged at a rate of 0.85% above LIBOR with respect to BGB
Tranche A Loans and 0.95% with respect to BSL Tranche A Loans and BGX Tranche A Loans, 1.15% above LIBOR for one (1) month interest
period Tranche B Loans and 1.00% above LIBOR for three (3), six (6) and nine (9) months interest period Tranche B Loans, with
LIBOR measured for the period commencing on the date of the making of such LIBOR Loan (or the last date upon which any other Loan
was converted to, or continued as, such LIBOR Loan) and ending on the numerically corresponding day in the calendar month that
is one (1), three (3), six (6) or nine (9) months thereafter, as the Fund may elect, or such other periods as the lender may agree
in its sole and absolute discretion.
Under
the terms of the applicable Agreement, each Fund must pay a commitment fee on any undrawn amounts. The commitment fee payable
in BSL, BGB and BGX, for each of Tranche A and Tranche B Loans is 0.15% on the undrawn amounts when drawn amounts exceed 75% of
the borrowing limit and 0.25% on the undrawn amounts at any other time. Interest and fees are generally payable quarterly. Each
Fund may elect to extend the applicable Agreement for a further period with the consent of the lending bank. At December 31, 2020,
BSL, BGX, and BGB had borrowings outstanding under their respective Leverage Facility of $100,000,000, $95,900,000 and $309,100,000,
at an interest rate of 1.16%, 1.18% and 1.12%, respectively. Due to the short term nature of each Agreement, face value approximates
fair value at December 31, 2020. This fair value is based on Level 2 inputs under the three-tier fair valuation hierarchy (see
Note 2). For the year ended December 31, 2020, the average borrowings under BSL’s, BGX’s and BGB’s Leverage
Facility and the average interest rates were $104,521,311 and 1.65%, $93,946,175 and 1.67%, and $306,661,475 and 1.62%, respectively.
December
31, 2020
Under
each Agreement and each governing document of the MRPS, each Fund has agreed to certain covenants and additional investment limitations
while the leverage is outstanding. Each Fund agreed to maintain asset coverage of three times over borrowings and BGX and BGB
have agreed to maintain 225% asset coverage over borrowings plus MRPS. Compliance with the investment restrictions and calculations
are performed by the Funds’ custodian, The Bank of New York Mellon.
The
use of borrowings to leverage the common shares of the Funds can create risks. Changes in the value of the Funds’ portfolios,
including securities bought with the proceeds of leverage, are borne entirely by the holders of common shares of the Funds. All
costs and expenses related to any form of leverage used by the Funds are borne entirely by common shareholders. If there is a
net decrease or increase in the value of the Funds’ investment portfolios, the leverage may decrease or increase, as the
case may be, the NAV per common share to a greater extent than if the Funds did not utilize leverage. During periods when BSL
and BGB are using leverage, the fees paid to the Adviser for advisory services and to ALPS for administrative services are higher
than if BSL and BGB did not use leverage because the fees paid are calculated on the basis of BSL and BGB’s Managed Assets,
which include the assets purchased through leverage. As of December 31, 2020, BSL’s, BGX’s, and BGB’s leverage
represented 31.72%, 37.90%, 35.85% of each Fund’s Managed Assets, respectively. The leverage amounts in BGX and BGB include
6.54% and 4.56% of Managed Assets attributable to the MRPS, respectively.
NOTE
12. INCOME TAX
Ordinary
income, which as determined on a tax basis includes net short-term capital gains, if any, are allocated to common stockholders
after the consideration of any payments due on outstanding term preferred shares. To the extent that the amount distributed to
common stockholders exceeds the amount of available ordinary income these distributions may be treated as a return of capital
on a tax basis. Additionally, to the extent that the amount distributed on any outstanding term preferred shares exceeds the amount
of available ordinary income, these distributions may also be treated as a return of capital on a tax basis.
Amounts
paid from net long-term capital gains of the Funds, if any, will be designated as such by the Funds and are determined after the
consideration of any payments due on outstanding preferred shares.
The
Funds may make certain adjustments to the classification of net assets as a result of significant permanent book-to-tax differences,
which include differences in the book and tax basis of certain assets and liabilities, and nondeductible federal taxes or losses,
among other items. These differences may be charged or credited to paid-in capital and distributable earnings as a result. For
the year ended December 31, 2020 permanent differences were as follows:
Increase/(Decrease)
Paid-in
capital
Increase/(Decrease)
Total
Distributable Earnings
The
tax character of distributions paid by the Funds during the fiscal years ended December 31, 2020 and December 31, 2019:
December
31, 2020
Under
the Regulated Investment Company Modernization Act of 2010, net capital losses recognized by the Fund may get carried forward
indefinitely, and retain their character as short-term and/or long-term losses. Any such losses will be deemed to arise on the
first day of the next taxable year. Losses for the year ended December 31, 2020, and as such were deemed to arise on the first
day of the year ended December 31, 2021, were as follows:
At
December 31, 2020, the components of distributable earnings on a tax basis for the Funds were as follows:
Blackstone
Senior Floating
Rate
Term Fund
Blackstone
Long-Short
Credit
Income Fund
Blackstone
Strategic
Credit
Fund
At
December 31, 2020, the amount of net tax unrealized appreciation/(depreciation) and the tax cost of investment securities, including
short-term securities, were as follows:
Blackstone
Senior Floating
Rate
Term Fund
Blackstone
Long-Short
Credit
Income Fund
Blackstone
Strategic
Credit
Fund
Capital
losses arising in the post-October period of the current taxable year may be deferred to the next taxable year, to the extent
that the fund makes an election to do so. Any post-October losses deferred in the current year will be treated as arising on the
first day of the following taxable year. As such, post-October losses deferred for the years ending December 31, 2020 and 2019
will be deemed to arise on the first day of 2020 and 2021, respectively. For the year ended December 31, 2019 there were no post-October
losses deferred by the Funds. The table below shows post- October losses elected to be deferred for the year ended December 31,
2020:
NOTE
13. RECENT ACCOUNTING PRONOUNCEMENT
In
March 2020, the Financial Accounting Standards Board (“FASB”) issued guidance providing optional temporary financial
reporting relief from the effect of certain types of contract modifications due to the planned discontinuation of the LIBOR (London
Interbank Offered Rate) or other interbank-offered based reference rates as of the end of December 2021. Management continues
to evaluate the impact of the guidance and may apply other elections, as applicable, as the expected market transition to alternative
reference rates evolves.
December
31, 2020
NOTE
14. SUBSEQUENT EVENTS
In
preparing these financial statements, the Funds’ management has evaluated events and transactions for potential recognition
or disclosure through the date the financial statements were issued.
Shareholder
Distributions for BSL: On December 9, 2020, a monthly distribution of $0.074 per share was declared to common shareholders, payable
on January 29, 2021 to common shareholders of record on December 31, 2020. On December 9, 2020, a monthly distribution of $0.074
per share was declared to common shareholders, payable February 26, 2021 to common shareholders of record on February 19, 2021.
On December 18, 2020, a special distribution of $0.029 per share was declared to common shareholders, payable on January 29, 2021
to common shareholders of record on December 31, 2020.
Shareholder
Distributions for BGX: On December 9, 2020, a monthly distribution of $0.082 per share was declared to common shareholders, payable
on January 29, 2021 to common shareholders of record on December 31, 2020. On December 9, 2020, a monthly distribution of $0.082
per share was declared to common shareholders, payable February 26, 2021 to common shareholders of record on February 19, 2021.
On December 18, 2020, a special distribution of $0.017 per share was declared to common shareholders, payable on January 29, 2021
to common shareholders of record on December 31, 2020.
Shareholder
Distributions for BGB: On December 9, 2020, a monthly distribution of $0.073 per share was declared to common shareholders, payable
on January 29, 2021 to common shareholders of record on December 31, 2020. On December 9, 2020, a monthly distribution of $0.073
per share was declared to common shareholders, payable February 26, 2021 to common shareholders of record on February 19, 2021.
On December 18, 2020, a special distribution of $0.016 per share was declared to common shareholders, payable on January 29, 2021
to common shareholders of record on December 31, 2020.
MRPS
Long-Term Rating Downgrade (BGB and BGX): As of February 11, 2021, the mandatory redeemable preferred stock (“MRPS”)
of BGB and BGX were rated “AA” by FitchRatings. On February 12, 2021, FitchRatings downgraded the ratings on both
BGB’s MRPS and BGX’s MRPS to “A”. The downgrades were driven by changes to FitchRatings’ rating
criteria for closed-end funds, rather than by any fundamental changes to the Funds’ credit profiles. The dividend rate on
either Fund’s MRPS will increase if the credit rating for the relevant Fund is downgraded below “A” by FitchRatings
or the equivalent rating of other nationally recognized statistical ratings organizations.
To
the shareholders and Board of Trustees of Blackstone Senior Floating Rate Term Fund, Blackstone Long-Short Credit Income Fund
and Blackstone Strategic Credit Fund
Opinion
on the Financial Statements and Financial Highlights
We
have audited the accompanying statements of assets and liabilities of Blackstone Senior Floating Rate Term Fund (formerly, Blackstone
/ GSO Senior Floating Rate Term Fund) , Blackstone Long-Short Credit Income Fund (formerly, Blackstone / GSO Long- Short Credit
Income Fund) and Blackstone Strategic Credit Fund (formerly, Blackstone / GSO Strategic Credit Fund) (the “Funds”),
including the portfolios of investments, as of December 31, 2020, the related statements of operations and cash flows for the
year then ended, the statements of changes in net assets for each of the two years in the period then ended, the financial highlights
for each of the five years in the period then ended, and the related notes. In our opinion, the financial statements and financial
highlights present fairly, in all material respects, the financial position of each of the Funds as of December 31, 2020, and
the results of their operations and their cash flows for the year then ended, the changes in their net assets for each of the
two years in the period then ended, and the financial highlights for each of the five years in the period then ended in conformity
with accounting principles generally accepted in the United States of America.
Basis
for Opinion
These
financial statements and financial highlights are the responsibility of the Funds’ management. Our responsibility is to
express an opinion on the Funds’ financial statements and financial highlights based on our audits. We are a public accounting
firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent
with respect to the Funds in accordance with the U.S. federal securities laws and the applicable rules and regulations of the
Securities and Exchange Commission and the PCAOB.
We
conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit
to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement,
whether due to error or fraud. The Funds are not required to have, nor were we engaged to perform, an audit of their internal
control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial
reporting but not for the purpose of expressing an opinion on the effectiveness of the Funds’ internal control over financial
reporting. Accordingly, we express no such opinion.
Our
audits included performing procedures to assess the risks of material misstatement of the financial statements and financial highlights,
whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a
test basis, evidence regarding the amounts and disclosures in the financial statements and financial highlights. Our audits also
included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall
presentation of the financial statements and financial highlights. Our procedures included confirmation of securities owned as
of December 31, 2020, by correspondence with the custodian, brokers and agent banks; when replies were not received from brokers
or agent banks, we performed other auditing procedures. We believe that our audits provide a reasonable basis for our opinion.
Denver,
Colorado
We
have served as the auditor of one or more investment companies in the Blackstone Credit Funds Complex since 2010.
December
31, 2020 (Unaudited)
Pursuant
to the Funds’ Dividend Reinvestment Plan (the “DRIP”), shareholders whose shares are registered in their own
name may ‘‘opt-in’’ to the plan and elect to reinvest all or a portion of their distributions in common
shares by providing the required enrollment notice to Computershare, the DRIP administrator. Shareholders whose shares are held
in the name of a broker or other nominee may have distributions reinvested only if such a service is provided by the broker or
the nominee or if the broker or the nominee permits participation in the DRIP. Shareholders whose shares are held in the name
of a broker or other nominee should contact the broker or nominee for details. A shareholder may terminate participation in the
DRIP at any time by notifying the DRIP administrator before the record date of the next distribution through the Internet, by
telephone or in writing. All distributions to shareholders who do not participate in the DRIP, or have elected to terminate their
participation in the DRIP, will be paid by check mailed directly to the record holder by or under the direction of the DRIP administrator
when the Board declares a distribution.
When
the Funds declare a distribution, shareholders who are participants in the applicable DRIP receive the equivalent of the amount
of the distribution in common shares. If you participate in the DRIP, the number of common shares of the Funds that you will receive
will be determined as follows:
(1)
If the market price of the common shares plus any brokerage commissions on the payable date (or, if the payable date is not a
New York Stock Exchange trading day, the immediately preceding trading day) for determining shareholders eligible to receive the
relevant distribution (the ‘‘determination date’’) is equal to or exceeds 98% of the NAV per common share,
the Fund will issue new common shares at a price equal to the greater of:
(a)
98% of the NAV per share at the close of trading on the New York Stock Exchange on the determination date or
(b)
95% of the market price per common share on the determination date.
(2)
If 98% of the NAV per common share exceeds the market price of the common shares plus any brokerage commissions on the determination
date, the DRIP administrator will receive the distribution in cash and will buy common shares in the open market, on the New York
Stock Exchange or elsewhere, for your account as soon as practicable commencing on the trading day following the determination
date and terminating no later than the earlier of (a) 30 days after the distribution payment date, or (b) the record date for
the next succeeding distribution to be made to the shareholders; except when necessary to comply with applicable provisions of
the federal securities laws. If during this period: (i) the market price plus any brokerage commissions rises so that it equals
or exceeds 98% of the NAV per common share at the close of trading on the New York Stock Exchange on the determination date before
the DRIP administrator has completed the open market purchases or (ii) the DRIP administrator is unable to invest the full amount
eligible to be reinvested in open market purchases, the DRIP administrator will cease purchasing common shares in the open market
and the Fund will issue the remaining common shares at a price per share equal to the greater of (a) 98% of the NAV per share
at the close of trading on the New York Stock Exchange on the determination date or (b) 95% of the then current market price per
share.
The
DRIP administrator maintains all shareholder accounts in the dividend reinvestment plan and furnishes written confirmations of
all transactions in the account, including information needed by shareholders for personal and tax records. Common shares in the
account of each DRIP participant are held by the DRIP administrator in non-certificated form in the name of the participant, and
each shareholder’s proxy includes shares purchased pursuant to the DRIP.
There
is no charge to participants for reinvesting regular distributions and capital gains distributions. The fees of the DRIP administrator
for handling the reinvestment of regular distributions and capital gains distributions are included in the fee to be paid by us
to our transfer agent. There are no brokerage charges with respect to shares issued directly by us as a result of regular distributions
or capital gains distributions payable either in shares or in cash. However, each participant bears a pro rata share of brokerage
commissions incurred with respect to the DRIP administrator’s open market purchases in connection with the reinvestment
of such distributions. Shareholders that opt-in to the DRIP will add to their investment through dollar cost averaging. Because
all dividends and distributions paid to such shareholder will be automatically reinvested in additional common shares, the average
cost of such shareholder’s common shares will decrease over time. Dollar cost averaging is a technique for lowering the
average cost per share over time if the Fund’s NAV declines. While dollar cost averaging has definite advantages, it cannot
assure profit or protect against loss in declining markets.
The
automatic reinvestment of such dividends or distributions does not relieve participants of any income tax that may be payable
on such dividends or distributions.
You
may obtain additional information by contacting the DRIP administrator at the following address: Computershare, Attn: Sales Dept.,
P.O. Box 358035, Pittsburgh, PA 15252.
December
31, 2020 (Unaudited)
Portfolio
Information. The Funds file their complete schedules of portfolio holdings with the Securities and Exchange Commission (the
“SEC”) for the first and third quarters of each fiscal year as an exhibit on Form N-PORT within 60 days after the
end of the Funds’ fiscal quarter. The Funds’ portfolio holdings information for the third month of each fiscal quarter
on Form N-PORT is available (1) on the Funds’ website located at www.blackstone-credit.com or (2) on the SEC’s website
at http://www.sec.gov. Holdings and allocations shown on any Form N-PORT are as of the date indicated in the filing and may not
be representative of future investments. Holdings and allocations should not be considered research or investment advice and should
not be relied upon in making investment decisions.
Proxy
Information. The policies and procedures used to determine how to vote proxies relating to securities held by the Funds are
available (1) without charge, upon request, by calling 1-877-876-1121, (2) on the Funds’ website located at www.blackstone-credit.com,
and (3) on the SEC’s website at http://www.sec.gov. Information regarding how the Funds voted proxies relating to portfolio
securities during the most recent twelve-month period ended June 30 is available on Form N-PX by August 31 of each year (1) without
charge, upon request, by calling 1-877-876-1121, (2) on the Funds’ website located www.blackstone-credit.com, and (3) on
the SEC’s website at http://www.sec.gov.
Senior
Officer Code of Ethics. The Funds file a copy of their code of ethics that applies to the Funds’ principal executive
officer, principal financial officer or controller, or persons performing similar functions, with the SEC as an exhibit to each
annual report on Form N-CSR. This will be available on the SEC’s website at http://www.sec.gov.
Tax
Information. The portion of distributions paid, or otherwise includable in taxable income, that can be attributed to qualified
interest income for the year ended December 31, 2020 are as follows:
In
early 2021, if applicable, shareholders of record will receive information regarding any distributions paid to them by the Funds
during the calendar year 2020 via Forms 1099 and 1042-S.
December
31, 2020 (Unaudited)
The
following information in this annual report is a summary of certain information about the Funds and changes since BGB’s
and BSL’s annual shareholder reports for the period ended December 31, 2019 and BGX’s prospectus dated May 22, 2020,
as supplemented (with respect to each Fund, the “prior disclosure date”). The information provided may be new or updated
since the prior disclosure date. This information may not reflect all of the changes that have occurred since you purchased shares
of the Funds.
INVESTMENT
OBJECTIVES
BSL
The
Fund’s primary investment objective is to seek high current income, with a secondary objective to seek preservation of capital,
consistent with its primary goal of high current income.
BGX
The
Fund’s primary investment objective is to provide current income, with a secondary objective of capital appreciation.
BGB
The
Fund’s primary investment objective is to seek high current income, with a secondary objective to seek preservation of capital,
consistent with its primary goal of high current income.
There
can be no assurance that the Funds will achieve their investment objectives.
There
have been no changes in the Funds’ investment objectives since the prior disclosure date.
INVESTMENT
STRATEGIES
There
have been no changes in the Funds’ Investment Strategies since the prior disclosure date.
BSL
Under
normal market conditions, at least 80% of the Fund’s Managed Assets will be invested in senior, secured floating rate loans
(“Senior Loans”). This policy is not fundamental and may be changed by the board of trustees of the Fund with at least
60 days’ written notice provided to shareholders. Borrowers take out Senior Loans to refinance existing debt and for acquisitions,
dividends, leveraged buyouts, and general corporate purposes. “Managed Assets” means the total assets of the Fund
(including any assets attributable to any preferred shares that may be outstanding or to money borrowed from banks or financial
institutions or issued notes for investment purposes) minus the sum of the Fund’s accrued liabilities (other than Fund liabilities
incurred for the express purpose of creating leverage).
Senior
Loans typically are of below investment grade quality. Below investment grade quality securities (including Senior Loans) are
those that, at the time of investment, are rated Ba1 or lower by Moody’s Investors Service, Inc. (“Moody’s”)
and BB+ or lower by Standard & Poor’s Corporation Ratings Group (“S&P”) or Fitch Ratings, Inc. (“Fitch”),
or if unrated are determined by the Blackstone Liquid Credit Strategies LLC (the “Adviser”) to be of comparable quality.
Securities of below investment grade quality, commonly referred to as “junk” or “high yield” securities,
are regarded as having predominantly speculative characteristics with respect to an issuer’s capacity to pay interest and
repay principal.
The
Fund may invest up to 20% of its Managed Assets in (i) loan interests that are not secured by any collateral of the Borrower,
(ii) loan interests that have a lower than first lien priority on collateral of the Borrower, (iii) other income producing securities
(including, without limitation, U.S. government debt securities and investment and non-investment grade, subordinated and unsubordinated
corporate debt securities), (iv) warrants and equity securities issued by a Borrower or its affiliates as part of a package of
investments in the Borrower or its affiliates and (v) structured products (including, without limitation, collateralized loan
obligations, credit linked notes and derivatives, including credit derivatives).
The
Fund may invest in debt securities, including Senior Loans, of any credit quality, maturity and duration. The Fund may invest
in U.S. dollar and non-U.S. dollar denominated securities of issuers located anywhere in the world, and of issuers that operate
in any industry. The Fund may also invest in swaps, including single name credit default swaps, single name loan credit default
swaps, total return swaps, interest rate swaps and foreign currency swaps.
The
Fund may invest up to 50% of its Managed Assets in securities that are considered illiquid. “Illiquid securities”
are securities which cannot be sold within seven days in the ordinary course of business at approximately the value used by the
Fund in determining its net asset value.
During
temporary defensive periods or in order to keep the Fund’s cash fully invested, including during the period when the net
proceeds of the offering of common shares are being invested, the Fund may deviate from its investment policies and objectives.
During such periods, the Fund may invest all or a portion of Managed Assets in U.S. government securities, including bills, notes
and bonds differing as to maturity and rates of interest that are either issued or guaranteed by the Treasury or by U.S. government
agencies or instrumentalities; non-U.S. government securities which have received the highest investment grade credit rating,
certificates of deposit issued against funds deposited in a bank or a savings and loan association; commercial paper; bankers’
acceptances; bank time deposits; shares of money market funds; credit linked notes; repurchase agreements with respect to any
of the foregoing; asset-backed securities or any other fixed income securities that the Adviser considers consistent with this
strategy. It is impossible to predict when, or for how long, the Fund will use these alternative strategies. There can be no assurance
that such strategies will be successful.
December
31, 2020 (Unaudited)
Percentage
limitations described in this prospectus are as of the time of investment by the Fund and may be exceeded because of changes in
the market value or investment rating of the Fund’s assets or if a Borrower distributes equity securities as incident to
the purchase or ownership of a Senior Loan, Subordinated Loan (as defined below) or in connection with a reorganization of a Borrower.
Leverage.
The Fund currently utilizes leverage through borrowings, including loans from certain financial institutions and/or the issuance
of debt securities (collectively, “Borrowings”), in an aggregate amount of up to 33 1/3% of its Managed Assets at
the time the leverage is incurred in order to buy additional securities. The Fund may also borrow for temporary, emergency or
other purposes as permitted under the Investment Company Act of 1940, as amended (the “1940 Act”). All costs and expenses
related to any form of leverage used by the Fund will be borne entirely by common shareholders.
BGX
The
Fund seeks to achieve its investment objectives by employing a dynamic long-short strategy in a diversified portfolio of loans
and fixed-income instruments of predominantly U.S. corporate issuers, including first- and second-lien secured loans (“Secured
Loans”) and high yield corporate bonds of varying maturities. The loans and fixed-income instruments that the Fund invests
in long positions in are typically rated below investment grade at the time of purchase. Substantially all of the Fund’s
assets are invested in loans and fixed-income instruments that are below investment grade quality. Below investment grade quality
instruments are those that, at the time of investment, are rated Ba1 or lower by Moody’s and BB+ or lower by S&P or
Fitch, or if unrated are determined by the Adviser to be of comparable quality. Instruments of below investment grade quality,
commonly referred to as “junk” or “high yield” securities, are regarded as having predominantly speculative
characteristics with respect to an issuer’s capacity to pay interest and repay principal.
Under
normal market conditions, the Fund may maintain both long and short positions based predominantly on the Adviser’s fundamental
view on a particular investment. The Fund takes long positions in investments that the Adviser believes offer the potential for
attractive returns under various economic and interest rate environments. The Fund may take short positions in investments that
the Adviser believes will under-perform due to a greater sensitivity to earnings growth of the issuer, default risk or interest
rates. The Fund’s short positions, either directly or through the use of derivatives, may total up to 30% of the Fund’s
net assets. The term “net assets” means total assets of the Fund minus liabilities (including accrued expenses or
dividends).
The
Adviser believes that changing investment environments over time offer attractive investment opportunities with varying degrees
of investment risk in the loan and fixed-income instruments markets. In order to capitalize on attractive investments and effectively
manage potential risk, the Adviser believes that the combination of thorough and continuous credit analysis, diversification,
and the ability to reallocate investments among senior and subordinated debt with both a long and short strategy is critical to
achieving higher risk-adjusted returns relative to other high yield securities.
The
Fund invests at least 70% of its Managed Assets (as defined below) in Secured Loans. Secured Loans are made to U.S. and, to a
limited extent, non-U.S. corporations, partnerships and other business entities (“Borrowers”) that operate in various
industries and geographical regions. Secured Loans pay interest at rates that are determined periodically on the basis of a floating
base lending rate, primarily the London-Interbank Offered Rate (“LIBOR”) plus a premium. “Managed Assets”
means net assets plus any borrowings for investment purposes. For the purpose of the Managed Assets definition, the term “Borrowings”
includes the Fund’s Preferred Shares, the principal amount of any borrowings of money and any effective leverage obtained
through securities lending, swap contract arrangements, short selling or other derivative transactions (whether or not such amounts
are covered with segregated assets).
The
Fund may also invest in (i) unsecured loans, (ii) fixed-income instruments (including, without limitation, U.S. government debt
securities and investment grade and below investment grade, subordinated and unsubordinated corporate debt securities), (iii)
warrants and equity securities issued by a Borrower or issuer or its affiliates as part of a package investment in a Borrower
or issuer or its affiliates, (iv) structured products such as collateralized loan obligations and credit-linked notes and (v)
derivatives, including credit derivatives. The Fund invests at least 80% of its net assets, plus the amount of any borrowings
for investment purposes, in credit investments, including, but not limited to, loans and fixed-income instruments.
Under
normal market conditions, the use of derivatives by the Fund does not exceed 30% of the Fund’s Managed Assets. In addition,
the Fund may invest up to 25% of its total assets in any one counterparty (at any one time). The Fund’s principal investments
in derivative instruments will include investments in credit default swaps, total return swaps, futures transactions, options
and options on futures as well as certain currency and interest rate instruments such as foreign currency forward contracts, currency
exchange transactions on a spot (i.e., cash) basis, put and call options on foreign currencies and interest rate swaps. In a total
return swap, the Fund pays the counterparty a floating short-term interest rate and receives in exchange the total return of underlying
loans or debt securities. The Fund bears the risk of default on the underlying loans or debt securities, based on the notional
amount of the swap. The Fund would typically have to post collateral to cover this potential obligation. An investment by the
Fund in credit default swaps will allow the Fund to obtain economic exposure to certain credits without having a direct exposure
to such credits. As a buyer of credit default swaps, Fund is able to express a negative view on a particular instrument, but they
are not short sales and are not subject to the Fund’s investment limitations with regard to short sales. The Fund may also
enter into futures contracts on securities or currencies. A futures contract is an agreement to buy or sell a security or currency
(or to deliver a final cash settlement price in the case of a contract relating to an index or otherwise not calling for physical
delivery at the end of trading in the contract) for a set price at a future date. As an example, the Fund may purchase or sell
exchange traded U.S. Treasury futures to alter the Fund’s overall duration as well as its exposure to various portions of
the yield curve. In addition, the Fund may purchase “call” and “put” options and options on futures contracts
for hedging or investment purposes and may engage in interest rate swaps to minimize the Fund’s exposure to interest rate
movements.
December
31, 2020 (Unaudited)
The
Fund may enter into repurchase agreements, in which the Fund purchases a security from a bank or broker-dealer and the bank or
broker-dealer agrees to repurchase the security at the Fund’s cost plus interest within a specified time. If the party agreeing
to repurchase should default, the Fund will seek to sell the securities which it holds. This could involve transaction costs or
delays in addition to a loss on the securities if their value should fall below their repurchase price. Repurchase agreements
maturing in more than seven days are considered to be illiquid securities.
The
Fund may enter into reverse repurchase agreements, under which the Fund will effectively pledge its assets as collateral to secure
a short-term loan. Generally, the other party to the agreement makes the loan in an amount equal to a percentage of the market
value of the pledge collateral. At the maturity of the reverse repurchase agreement, the Fund will be required to repay the loan
and correspondingly receive back its collateral. While used as collateral, the assets continue to pay principal and interest,
which are for the benefit of the Fund.
The
Fund may invest up to 10% of its Managed Assets in structured products, consisting of collateralized loan obligations (“CLOs”)
and credit-linked notes.
The
Fund may invest up to 20% of its Managed Assets in instruments that are denominated in non-U.S. currencies. In order to minimize
the impact of currency fluctuations, the Adviser may at times hedge certain or all of the Fund’s investments denominated
in foreign currencies into U.S. dollars. Foreign currency transactions in which the Fund is likely to invest include, foreign
currency forward contracts, currency exchange transactions on a spot (i.e., cash) basis, and put and call options on foreign currencies.
These transactions may be used to hedge against the risk of loss due to changing currency exchange rates.
The
Fund’s short positions, either directly or through the use of derivatives, may total up to 30% of the Fund’s net assets.
A “short sale” is a transaction in which the Fund sells a security that it does not own (and borrows the security
to deliver it to the buyer) in anticipation that the market price of the security will decline. The long and short positions held
by the Fund may vary over time as market opportunities develop.
As
part of its investment strategy, the Fund may sell short positions in investments that the Adviser believes will under-perform,
due to a greater sensitivity to earnings growth of the issuer, default risk and interest rates. The Fund may sell short certain
securities, including, but not limited to, U.S. Treasuries, investment grade and high yield corporate bonds, either for investment
and/or hedging and/or financing purposes. The Adviser expects that most of its short investments will be in U.S. Treasuries and
investment grade bonds. Because these securities have historically low upward volatility, this may serve to reduce the Fund’s
risk of loss from short sales. Short positions in high yield corporate bonds have a fixed coupon and may have a longer duration
and weighted average life than loan investments. The Adviser does not currently anticipate engaging in short sales on loans, but
may do so if an active market for selling loans short develops in the future.
The
Fund may also use credit default swaps to express a negative credit view on a loan or other investment. If the Fund purchases
protection under a credit default swap and no credit event occurs on the reference obligation, the Fund will have made a series
of periodic payments and recover nothing of monetary value. However, if a credit event occurs on the reference obligation, the
Fund (if the buyer of protection) will receive the full notional value of the reference obligation through a cash payment in exchange
for the reference obligation or alternatively, a cash payment representing the difference between the expected recovery rate and
the full notional value.
During
an expanding or normal economic cycle, the strategy of buying U.S. and, to a limited extent, foreign loans and fixed-income instruments
that are rated below investment grade is designed to generate a consistent level of monthly income and capital appreciation. However,
during general economy or market downturns, the “short” strategy of having sold borrowed securities that the Adviser
believes could decline in price, may help lessen the impact of a significant decline in the value of the Fund’s long holdings.
December
31, 2020 (Unaudited)
In
times of unusual or adverse market, economic, regulatory or political conditions, the Fund may not be able, fully or partially,
to implement its short selling strategy. Periods of unusual or adverse market, economic, regulatory or political conditions may
exist for as long as six months and, in some cases, much longer. Regulatory limitations or bans on short selling activities may
prevent the Fund from fully implementing its strategy. To secure the Fund’s obligation to cover its short positions, the
Fund may pledge collateral as security to the broker, which may include securities that it owns. This pledged collateral is segregated
and maintained with the Fund’s custodian.
The
Fund may invest up to 25% of its Managed Assets in securities that, at the time of investment, are illiquid (determined using
the Securities and Exchange Commission’s (“SEC”) standard applicable to registered investment companies, i.e.,
securities that the Fund reasonably expects cannot be sold or disposed of in current market conditions in seven calendar days
or less without the sale or disposition significantly changing the market value of the securities). The Fund may also invest,
without limit, in securities that are unregistered (but are eligible for purchase and sale by certain qualified institutional
buyers) or are held by control persons of the issuer and securities that are subject to contractual restrictions on their resale
(“restricted securities”). However, restricted securities determined by the Adviser to be illiquid are subject to
the limitations set forth above.
Leverage.
The Fund incurs leverage through securities lending arrangements and/or swap contract arrangements. In addition, the Fund
may incur leverage by reinvesting the proceeds from the sale of borrowed securities (“short sales”) in accordance
with the Fund’s investment objectives; however, the Fund may also enter into shorting programs without incurring leverage.
Although certain forms of effective leverage used by the Fund, such as leverage incurred in securities lending, swap contract
arrangements, other derivative transactions or short selling, may not be considered senior securities under the 1940 Act, such
effective leverage will be considered leverage for the Fund’s leverage limits. The Fund’s use of these forms of effective
leverage will not exceed 30% of its net assets (as defined below). The Fund uses borrowings, including loans from certain financial
institutions and the issuance of debt securities (collectively, “Borrowings”), in an aggregate amount of up to 33
1/3% of the Fund’s total assets, less all liabilities and indebtedness not represented by senior securities, immediately
after such Borrowings. Furthermore, the Fund adds leverage to its portfolio through the issuance of preferred shares (“Preferred
Shares,” collectively with the Common Shares, “Shares”) and may in the future continue to use leverage through
such issuances in an aggregate amount of up to 33 1/3% of the Fund’s total assets immediately after such issuance. The Fund’s
total leverage and short sales exposure, either through traditional leverage programs or through securities lending, swap contract
arrangements, other derivative transactions or short selling (including the market value of securities the Fund is obligated to
repay through short sales even in transactions that do not result in leverage), will not exceed 40% of the Fund’s Managed
Assets (67% of the Fund’s net assets (as defined below)). The use of leverage is a speculative technique that involves special
risks and costs associated with the leveraging of the Shares. There can be no assurance that any leveraging strategy the Fund
employs will be successful during any period in which it is employed. As used in this Prospectus, the term “net assets”
means total assets of the Fund minus liabilities (including accrued expenses or dividends).
BGB
Under
normal market conditions, at least 80% of the Fund’s Managed Assets (as defined below) will be invested in credit investments
comprised of corporate fixed income instruments and other investments (including derivatives) with similar economic characteristics.
Investments with similar economic characteristics may be made through derivatives, credit-linked notes, repurchase agreements
and investments in other investment companies. In each case, such investments will be directly tied to a single credit investment
or a pool of credit investments. “Managed Assets” means the Fund’s net assets plus any borrowing for investment
purposes, including effective leverage (as defined below) and traditional leverage (as defined below). The term “net assets”
means total assets of the Fund minus liabilities (including accrued expenses or dividends). “Total assets” means Managed
Assets plus liabilities other than liabilities related to leverage.
The
Adviser currently expects the Fund’s investments will be composed principally of Senior Secured Loans and high yield corporate
bonds. The Fund’s investments may be allocated between these two types of instruments depending on market conditions, such
that the Fund may be primarily invested in Senior Secured Loans or primarily invested in high yield corporate bonds.
In
addition to the Fund’s 80% policy above, under normal market conditions the Fund:
Fixed
Income Instruments. Under normal market conditions, the Adviser expects the Fund’s investments in corporate fixed income
instruments to consist predominantly of Senior Secured Loans and/or high yield bonds; however, the Fund’s investments in
fixed income instruments may also include, to a limited extent, debentures, notes, commercial paper, investment grade bonds, loans
other than Senior Secured Loans and other similar types of debt instruments, as well as derivatives related to or referencing
these types of securities and instruments.
December
31, 2020 (Unaudited)
High
Yield Instruments. The Fund currently intends to invest substantially all of its assets in fixed income instruments that are
of below investment grade quality. Below investment grade quality instruments are those that, at the time of investment, are rated
Ba1 or lower by Moody's Investors Service, Inc. ("Moody's") and BB+ or lower by Standard & Poor's Corporation Ratings
Group ("S&P") or Fitch Ratings, Inc. ("Fitch"), or if unrated, are determined by the Adviser to be of
comparable quality. Instruments of below investment grade quality, commonly referred to as "junk" or "high yield"
instruments, are regarded as having predominantly speculative characteristics with respect to an issuer's capacity to pay interest
and repay principal.
Senior
Secured Loans. The Fund may invest in assignments or participations of Senior Secured Loans made to U.S. and, to a limited
extent, non-U.S. corporations, partnerships and other business entities ("Borrowers") which operate in various industries
and geographical regions. Most Senior Secured Loans pay interest at rates which are determined periodically on the basis of a
floating base lending rate, primarily the London-Interbank Offered Rate ("LIBOR"), plus a premium. Senior Secured Loans
typically have the highest position in a borrower's capital structure and are secured by collateral.
Derivatives.
Under normal market conditions, the use of derivatives by the Fund will not exceed 30% of the Fund's Managed Assets. The Fund
may use derivatives for investment or hedging purposes or as a form of effective leverage. The Fund's principal investments in
derivative instruments may include investments in total return swaps and credit default swaps, but the Fund may also invest in
futures transactions, options and options on futures as well as certain currency and interest rate instruments such as foreign
currency forward contracts, currency exchange transactions on a spot (i.e., cash) basis, put and call options on foreign currencies
and interest rate swaps. The Fund's investments in derivatives will be included under the 80% policy noted above so long as the
underlying asset of such derivatives is one or more corporate fixed income instruments.
In
a total return swap, the Fund pays the counterparty a floating short-term interest rate and receives in exchange the total return
of underlying assets. The Fund bears the risk of default on the underlying assets based on the notional amount of the swap. The
Fund would typically have to post collateral to cover this potential obligation.
An
investment by the Fund in credit default swaps will allow the Fund to obtain economic exposure to certain credits without having
a direct exposure to such credits. As a seller (or long position) of credit default swaps, the Fund is entitled to receive a stream
of periodic payments from the buyer of the swap, but if a credit event occurs in connection with the reference security, group
of securities or index, then the Fund will have to pay the full notional value of the reference obligation or alternatively, a
cash payment representing the difference between the expected recovery rate and the full notional value.
As
described above, the Fund may also invest in types of derivatives other than total return swaps and credit default swaps, but
does not currently expect such other derivatives to be material to its investment strategy. Such other derivative investments
are described in "The Fund's Investments—Other Investment Techniques—Derivatives" in this prospectus and
"Investment Policies and Techniques—Other Portfolio Contents— Derivatives" in the SAI.
Foreign
Instruments. Under normal market conditions, the Fund may invest up to 20% of its Managed Assets in fixed income instruments
issued by foreign corporate or government issuers. Such foreign instruments may be U.S. currency denominated or foreign currency
denominated. The Fund currently has no intention of investing in instruments of emerging markets Borrowers or issuers.
Stressed
or Distressed Instruments. As part of its investments in corporate fixed income instruments, the Fund may invest up to 20%
of its Managed Assets in fixed income instruments of stressed or distressed issuers. Such instruments may be rated in the lower
rating categories (Caa1 or lower by Moody's, or CCC+ or lower by S&P or Fitch) or, if unrated, are considered by the Adviser
to be of comparable quality. Such instruments are subject to very high credit risk. The Fund may not invest in issuers which are
in default at the time of purchase.
Credit-Linked
Notes. The Fund may invest up to 10% of its Managed Assets in credit-linked notes.
Other
Investment Companies. The Fund may invest up to 10% of its Managed Assets in other investment companies, including exchange
traded funds ("ETFs"), in the manner permitted by the 1940 Act.
Illiquid
and Restricted Securities. The Fund may invest up to 20% of its Managed Assets in instruments that, at the time of investment,
are illiquid (determined using the SEC’s standard applicable to registered investment companies, i.e., securities that cannot
be disposed of within seven days in the ordinary course of business at approximately the value at which the Fund has valued the
securities). The Fund may also invest, without limit, in securities that are unregistered (but are eligible for purchase and sale
by certain qualified institutional buyers) or are held by control persons of the issuer and securities that are subject to contractual
restrictions on their resale ("restricted securities"). However, restricted securities determined by the Adviser to
be illiquid are subject to the limitation set forth above.
December
31, 2020 (Unaudited)
Leverage.
The Fund currently incurs leverage as part of its investment strategy. The Fund incurs leverage of up to 33 1/3% of its Managed
Assets by borrowing under a credit facility. Although the Fund has no current intention to do so, it may also issue Preferred
Shares (but will not issue auction rate preferred shares ("ARPS")), debt securities or commercial paper, or enter into
similar transactions to add leverage to its portfolio (collectively, together with borrowing money, "traditional leverage").
Although
it has no current intention to do so, the Fund may also incur leverage through total return swaps, securities lending arrangements,
credit default swaps or other derivative transactions (collectively, "effective leverage"). The Fund's use of effective
leverage will not exceed 25% of its Managed Assets. Although certain forms of effective leverage used by the Fund may not be considered
senior securities under the 1940 Act, such effective leverage will be considered leverage for the Fund's leverage limits.
The
Fund's total leverage, either through traditional leverage or effective leverage, will not exceed 40% of the Fund's Managed Assets.
The use of leverage is a speculative technique that involves special risks and costs. During periods when the Fund is using leverage,
the fees paid to the Adviser will be higher than if the Fund did not use leverage because the fees paid will be calculated on
the basis of the Fund's Managed Assets, which includes the assets obtained through effective leverage and traditional leverage.
RISKS
APPLICABLE TO EACH FUND
Investment
and Market Risk
An
investment in the Fund’s Common Shares is subject to investment risk, including the possible loss of the entire principal
amount invested. An investment in the Fund’s Common Shares represents an indirect investment in the portfolio of floating
rate instruments, other securities and derivative investments owned by the Fund, and the value of these investments may fluctuate,
sometimes rapidly and unpredictably. At any point in time an investment in the Fund’s Common Shares may be worth less than
the original amount invested, even after taking into account distributions paid by the Fund and the ability of common shareholders
to reinvest dividends. The Fund may also use leverage, which would magnify the Fund’s investment, market and certain other
risks.
Below
Investment Grade, or High Yield, Instruments Risk
The
Fund anticipates that it may invest substantially all of its assets in instruments that are rated below investment grade. Below
investment grade instruments are commonly referred to as “junk” or “high yield” instruments and are regarded
as predominantly speculative with respect to the issuer’s capacity to pay interest and repay principal. Lower grade instruments
may be particularly susceptible to economic downturns, which could adversely affect the ability of the issuers of such instruments
to repay principal and pay interest thereon, increase the incidence of default for such instruments and severely disrupt the market
value of such instruments.
Lower
grade instruments, though higher yielding, are characterized by higher risk. They may be subject to certain risks with respect
to the issuing entity and to greater market fluctuations than certain lower yielding, higher rated instruments. The retail secondary
market for lower grade instruments may be less liquid than that for higher rated instruments. Adverse conditions could make it
difficult at times for the Fund to sell certain instruments or could result in lower prices than those used in calculating the
Fund’s NAV. Because of the substantial risks associated with investments in lower grade instruments, investors could lose
money on their investment in Common Shares of the Fund, both in the short-term and the long-term.”
“Covenant-lite”
Obligations Risk (new since the prior disclosure date for BSL and BGB)
The
Fund may invest in, or obtain exposure to, obligations that may be “covenant-lite,” which means such obligations lack
certain financial maintenance covenants. While these loans may still contain other collateral protections, a covenant-lite loan
may carry more risk than a covenant-heavy loan made by the same borrower as it does not require the borrower to provide affirmation
that certain specific financial tests have been satisfied on a routine basis as is required under a covenant-heavy loan agreement.
Should a loan held by the Fund begin to deteriorate in quality, the Fund’s ability to negotiate with the borrower may be
delayed under a covenant-lite loan compared to a loan with full maintenance covenants. This may in turn delay the Fund’s
ability to seek to recover its investment.
Valuation
Risk
Unlike
publicly traded common stock which trades on national exchanges, there is no central place or exchange for most of the Fund’s
investments to trade. The Fund’s investments generally trade on an “over-the-counter” market which may be anywhere
in the world where the buyer and seller can settle on a price. Due to the lack of centralized information and trading, the valuation
of loans or fixed-income instruments may carry more risk than that of common stock. Uncertainties in the conditions of the financial
market, unreliable reference data, lack of transparency and inconsistency of valuation models and processes may lead to inaccurate
asset pricing. In addition, other market participants may value securities differently than the Fund. As a result, the Fund may
be subject to the risk that when an instrument is sold in the market, the amount received by the Fund is less than the value of
such instrument carried on the Fund’s books.
December
31, 2020 (Unaudited)
Swap
Risk
The
Fund may also invest in credit default swaps, total return swaps and interest rate swaps. Such transactions are subject to market
risk, liquidity risk, risk of default by the other party to the transaction, known as “counterparty risk,” and risk
of imperfect correlation between the value of such instruments and the underlying assets and may involve commissions or other
costs. When buying protection under a swap, the risk of loss with respect to swaps generally is limited to the net amount of payments
that the Fund is contractually obligated to make. However, when selling protection under a swap, the risk of loss is often the
notional value of the underlying asset, which can result in a loss substantially greater than the amount invested in the swap
itself. The swap market has grown substantially in recent years with a large number of banks and investment banking firms acting
both as principals and as agents utilizing standardized swap documentation. As a result, the swap market has become relatively
liquid; however, there is no guarantee that the swap market will continue to provide liquidity. If the Adviser is incorrect in
its forecasts of market values, interest rates or currency exchange rates, the investment performance of the Fund would be less
favorable than it would have been if these investment techniques were not used. In a total return swap, the Fund pays the counterparty
a floating short-term interest rate and receives in exchange the total return of underlying loans or debt securities (or pays
an equivalent amount, if the total return is negative). The Fund bears the risk of default on the underlying loans or debt securities,
based on the notional amount of the swap. The Fund would typically have to post collateral to cover potential obligations under
the swap.
Credit
Risk
Credit
risk is the risk that one or more Loans or other instruments in the Fund’s portfolio will decline in price or fail to pay
interest or principal when due because the issuer of the instrument experiences a decline in its financial status. While a senior
position in the capital structure of a Borrower or issuer may provide some protection with respect to the Fund’s investments
in certain Loans, losses may still occur because the market value of Loans is affected by the creditworthiness of Borrowers or
issuers and by general economic and specific industry conditions and the Fund’s other investments will often be subordinate
to other debt in the issuer’s capital structure. To the extent the Fund invests in below investment grade instruments, it
will be exposed to a greater amount of credit risk than a fund which invests in investment grade securities. The prices of lower
grade instruments are more sensitive to negative developments, such as a decline in the issuer’s revenues or a general economic
downturn, than are the prices of higher grade instruments. Instruments of below investment grade quality are predominantly speculative
with respect to the issuer’s capacity to pay interest and repay principal when due and therefore involve a greater risk
of default. In addition, the Fund may enter into credit derivatives which may expose it to additional risk in the event that the
instruments underlying the derivatives default.
Interest
Rate Risk
The
fixed-income instruments that the Fund may invest in are subject to the risk that market values of such securities will decline
as interest rates increase. These changes in interest rates have a more pronounced effect on securities with longer durations.
Typically, the impact of changes in interest rates on the market value of an instrument will be more pronounced for fixed-rate
instruments, such as most corporate bonds, than it will for Loans or other floating rate instruments. Fluctuations in the value
of portfolio securities will not affect interest income on existing portfolio securities but will be reflected in the Fund’s
NAV.
LIBOR
Risk (updated since the prior disclosure date for BGX; new since the prior disclosure date for BSL and BGB)
Changes
in the method of determining LIBOR, or the replacement of LIBOR with an alternative reference rate, may adversely affect the Fund’s
credit arrangements and the Fund’s CLO transactions. Instruments in which the Fund invests may pay interest at floating
rates based on LIBOR or may be subject to interest caps or floors based on LIBOR. The Fund and issuers of instruments in which
the Fund invests may also obtain financing at floating rates based on LIBOR. The underlying collateral of CLOs in which the Fund
invests may pay interest at floating rates based on LIBOR. Derivative instruments utilized by the Fund and/or issuers of instruments
in which the Fund may invest may also reference LIBOR.
On
July 27, 2017, the FCA announced that it would phase out LIBOR as a benchmark by the end of 2021. It is unclear whether new methods
of calculating LIBOR will be established such that it continues to exist after 2021. The administrator of LIBOR has announced
it will consult on its intention to cease the publication of the one week and two month LIBOR settings immediately following the
LIBOR publication on December 31, 2021, and the remaining USD LIBOR settings immediately following the LIBOR publication on June
30, 2023. The FRS, Office of the Comptroller of the Currency, and Federal Deposit Insurance Corporation have issued guidance encouraging
market participants to adopt alternatives to LIBOR in new contracts as soon as practicable and no later than December 31, 2021,
and the FCA has indicated that market participants should not rely on LIBOR being available after 2021. As an alternative to LIBOR,
for example, the FRS, in conjunction with the Alternative Reference Rates Committee, a steering committee comprised of large U.S.
financial institutions, is considering replacing U.S.-dollar LIBOR with SOFR, a new index calculated by short-term repurchase
agreements, backed by Treasury securities. Abandonment of, or modifications to, LIBOR could have adverse impacts on newly issued
financial instruments and the Fund’s existing financial instruments which reference LIBOR. While some instruments may contemplate
a scenario where LIBOR is no longer available by providing for an alternative rate setting methodology, not all instruments may
have such provisions and there is significant uncertainty regarding the effectiveness of any such alternative methodologies. Abandonment
of, or modifications to, LIBOR also could lead to significant short-term and long-term uncertainty and market instability. Uncertainty
as to the nature of alternative reference rates and as to potential changes or other reforms to LIBOR, or any changes announced
with respect to such reforms, may result in a sudden or prolonged increase or decrease in the reported LIBOR rates and the value
of LIBOR-based loans and securities, including those of other issuers the Fund currently owns or may in the future own. It remains
uncertain how such changes would be implemented and the effects such changes would have on us, issuers of instruments in which
the Fund invests and financial markets generally. In addition, from time to time the Fund invests in floating rate loans and investment
securities whose interest rates based on to LIBOR. If LIBOR ceases to exist, the Fund and its underlying obligors may need to
amend or restructure the Fund’s existing LIBOR-based debt instruments and any related hedging arrangements that extend beyond
December 31, 2021, or June 30, 2023, depending on the applicable LIBOR tenor and pending the outcome of the LIBOR administrator’s
consultation. Such amendments and restructurings may be difficult, costly and time consuming.
December
31, 2020 (Unaudited)
The
expected discontinuation of LIBOR could have a significant impact on the Fund’s business. There could be significant operational
challenges for the transition away from LIBOR including, but not limited to, amending loan agreements with borrowers on investments
that may have not been modified with fallback language and adding effective fallback language to new agreements in the event that
LIBOR is discontinued before maturity. Beyond these challenges, the Fund anticipates there may be additional risks to the Fund’s
current processes and information systems that will need to be identified and evaluated by us. Due to the uncertainty of the replacement
for LIBOR, the potential effect of any such event on the Fund’s cost of capital and net investment income cannot yet be
determined. In addition, the cessation of LIBOR could:
There
is no guarantee that a transition from LIBOR to an alternative will not result in financial market disruptions, significant increases
in benchmark rates, or borrowing costs to borrowers, any of which could have a material adverse effect on the Fund’s business,
result of operations, and financial condition. In addition, the transition to a successor rate could potentially cause (i) increased
volatility or illiquidity in markets for instruments that currently rely on LIBOR, (ii) a reduction in the value of certain instruments
held by the Fund, or (iii) reduced effectiveness of related Fund transactions, such as hedging. It remains uncertain how such
changes would be implemented and the effects such changes would have on the Fund, issuers of instruments in which the Fund invests
and financial markets generally.
Force
Majeure Risk (new since the prior disclosure date for BSL and BGB)
The
Fund may be affected by force majeure events (e.g., acts of God, fire, flood, earthquakes, outbreaks of an infectious disease,
pandemic or any other serious public health concern, war, terrorism, nationalization of industry and labor strikes). Force majeure
events could adversely affect the ability of the Fund or a counterparty to perform its obligations. The liability and cost arising
out of a failure to perform obligations as a result of a force majeure event could be considerable and could be borne by the Fund.
Certain force majeure events, such as war or an outbreak of an infectious disease, could have a broader negative impact on the
global or local economy, thereby affecting the Fund. Additionally, a major governmental intervention into industry, including
the nationalization of an industry or the assertion of control, could result in a loss to the Fund if an investment is affected,
and any compensation provided by the relevant government may not be adequate.
Epidemic
and Pandemic Risk (new since the prior disclosure date for BSL and BGB)
The
world has been susceptible to epidemics/pandemics, most recently COVID-19, which has been designated as a pandemic by the World
Health Organization. Any outbreak of COVID-19, SARS, H1N1/09 flu, avian flu, other coronavirus, Ebola or other existing or new
epidemics/pandemics, or the threat thereof, together with any resulting restrictions on travel or quarantines imposed, has had,
and will continue to have, an adverse impact on the economy and business activity globally (including in the countries in which
the Fund invests), and thereby is expected to adversely affect the performance of the Fund’s investments and the Fund’s
ability to fulfill its investment objectives. Furthermore, the rapid development of epidemics/pandemics could preclude prediction
as to their ultimate adverse impact on economic and market conditions, and, as a result, presents material uncertainty and risk
with respect to the Fund and the performance of its investments.
COVID-19
Risk (new since the prior disclosure date for BSL and BGB)
During
the first quarter of 2020, there was a global outbreak of COVID-19, which has spread to over 200 countries and territories, including
the United States, and has spread to every state in the United States. The World Health Organization has designated COVID-19 as
a pandemic, and numerous countries, including the United States, have declared national emergencies with respect to COVID-19.
The global impact of the COVID-19 pandemic has been rapidly evolving, resulting in numerous deaths, and as cases of COVID-19 have
continued to be identified in additional countries, many countries have reacted by instituting (or strongly encouraging) quarantines
and prohibitions/restrictions on travel, closing financial markets and/or restricting trading, closing offices, schools, courts
and other public venues, and limiting operations of non-essential businesses, and other restrictive measures designed to help
slow the spread of COVID-19. Such actions, as well as the general uncertainty surrounding the dangers and impact of COVID-19,
are creating significant disruption in global supply chains and economic activity, increasing rates of unemployment and adversely
impacting many industries. The outbreak could have a continued adverse impact on economic and market conditions and trigger a
period of global economic slowdown.
December
31, 2020 (Unaudited)
The
outbreak of the COVID-19 pandemic has at times had, and is expected to continue to pose a risk of having, a material adverse impact
on the Fund’s NAV and portfolio liquidity among other factors. These impacts will likely continue to some extent as the
outbreak persists and potentially even longer. Although many or all facets of the Fund’s business have been or could be
impacted by COVID-19, the Adviser currently believes the following impacts to be the most material:
The
immediately preceding outcomes are those the Adviser considers to be most material as a result of the pandemic. The Fund has also
experienced, and may experience in the future, other negative impacts to its business as a result of the pandemic that could exacerbate
other risks described in this prospectus, including:
December
31, 2020 (Unaudited)
The
rapid development and fluidity of this situation precludes any prediction as to the ultimate adverse impact of COVID-19 on economic
and market conditions, and, as a result, present material uncertainty and risk with respect to the Fund and the performance of
its investments. The full extent of the impact and effects of COVID-19 on the Fund’s and its investments’ operational
and financial performance will depend on future developments, including, among other factors, the duration and spread of the outbreak,
along with related travel advisories, quarantines and restrictions, development of viable treatment options or availability of
vaccines, the recovery time of the disrupted supply chains and industries, the impact of COVID-19 on overall goods and services,
investor liquidity, consumer confidence and spending levels, the impact of labor market interruptions, the impact of government
interventions, and uncertainty with respect to the duration of the global economic slowdown. COVID-19 and the current financial,
economic and capital markets environment, and future developments in these and other areas present uncertainty and risk with respect
to the Fund’s performance, portfolio liquidity, ability to pay distributions and make share repurchases.
Market
Disruption and Geopolitical Risk (new since the prior disclosure date for BSL and BGB)
The
Fund may be adversely affected by uncertainties such as terrorism, international political developments, and changes in government
policies, taxation, restrictions on foreign investment and currency repatriation, currency fluctuations and other developments
in the laws and regulations of the countries in which it is invested. Likewise, natural and environmental disasters, epidemics
or pandemics, and systemic market dislocations may be highly disruptive to economies and markets. Uncertainties and events around
the world may (i) result in market volatility, (ii) have long-term effects on the U.S. and worldwide financial markets and (iii)
cause further economic uncertainties in the United States and worldwide. The Fund cannot predict the effects of geopolitical events
in the future on the U.S. economy and securities markets.
Lender
Liability Risk
A
number of U.S. judicial decisions have upheld judgments obtained by Borrowers against lending institutions on the basis of various
evolving legal theories, collectively termed “lender liability.” Generally, lender liability is founded on the premise
that a lender has violated a duty (whether implied or contractual) of good faith, commercial reasonableness and fair dealing,
or a similar duty owed to the Borrower or has assumed an excessive degree of control over the Borrower resulting in the creation
of a fiduciary duty owed to the Borrower or its other creditors or shareholders. Because of the nature of its investments, the
Fund may be subject to allegations of lender liability.
In
addition, under common law principles that in some cases form the basis for lender liability claims, if a lender or bondholder
(a) intentionally takes an action that results in the undercapitalization of a Borrower to the detriment of other creditors of
such Borrower, (b) engages in other inequitable conduct to the detriment of such other creditors, (c) engages in fraud with respect
to, or makes misrepresentations to, such other creditors or (d) uses its influence as a stockholder to dominate or control a Borrower
to the detriment of other creditors of such Borrower, a court may elect to subordinate the claim of the offending lender or bondholder
to the claims of the disadvantaged creditor or creditors, a remedy called “equitable subordination.”
Because
affiliates of, or persons related to, the Adviser may hold equity or other interests in obligors of the Fund, the Fund could be
exposed to claims for equitable subordination or lender liability or both based on such equity or other holdings.
December
31, 2020 (Unaudited)
Counterparty
Risk
The
Fund is subject to credit risk with respect to the counterparties to its derivatives contracts (whether a clearing corporation
in the case of exchange- traded instruments or our hedge counterparty in the case of OTC instruments) purchased by the Fund. Counterparty
risk is the risk that the other party in a derivative transaction will not fulfill its contractual obligation. Changes in the
credit quality of the companies that serve as the Fund’s counterparties with respect to their derivative transactions will
affect the value of those instruments. By entering into derivatives, the Fund assumes the risks that theses counterparties could
experience financial or other hardships that could call into question their continued ability to perform their obligations. In
the case of a default by the counterparty, the Fund could become subject to adverse market movements while replacement transactions
are executed. The ability of the Fund to transact business with any one or number of counterparties, the possible lack of a meaningful
and independent evaluation of such counterparties’ financial capabilities, and the absence of a regulated market to facilitate
settlement may increase the potential for losses by the Fund. Furthermore, concentration of derivatives in any particular counterparty
would subject the Fund to an additional degree of risk with respect to defaults by such counterparty.
The
Adviser evaluates and monitors the creditworthiness of counterparties in order to ensure that such counterparties can perform
their obligations under the relevant agreements. If a counterparty becomes bankrupt or otherwise fails to perform its obligations
under a derivative contract due to financial or other difficulties, the Fund may experience significant delays in obtaining any
recovery under the derivative contract in a dissolution, assignment for the benefit of creditors, liquidation, winding-up, bankruptcy
or other analogous proceedings. In addition, in the event of the insolvency of a counterparty to a derivative transaction, the
derivative contract would typically be terminated at its fair market value. If the Fund is owed this fair market value upon the
termination of the derivative contract and its claim is unsecured, the Fund will be treated as a general creditor of such counterparty,
and will not have any claim with respect to the underlying assets. The Fund may obtain only a limited recovery or may obtain no
recovery at all in such circumstances. In addition, regulations that were adopted by prudential regulators in 2019 require certain
bank-regulated counterparties and certain of their affiliates to include in certain financial contracts, including many derivatives
contracts, terms that delay or restrict the rights of counterparties, such as the Fund, to terminate such contracts, foreclose
upon collateral, exercise other default rights or restrict transfers of credit support in the event that such counterparty and/or
its affiliates are subject to certain types of resolution or insolvency proceedings.
Certain
categories of interest rate and credit default swaps are subject to mandatory clearing, and more categories may be subject to
mandatory clearing in the future. The counterparty risk for cleared derivatives is generally lower than for uncleared OTC derivative
transactions because generally a clearing organization becomes substituted for each counterparty to a cleared derivative contract
and, in effect, guarantees the parties’ performance under the contract as each party to a trade looks only to the clearing
house for performance of financial obligations. However, there can be no assurance that a clearing house, or its members, will
satisfy the clearing house’s obligations (including, but not limited to, financial obligations and legal obligations to
segregate margins collected by the clearing house) to the Fund. Counterparty risk with respect to certain exchange-traded and
over-the-counter derivatives may be further complicated by recently enacted U.S. financial reform legislation.
Potential
Conflicts of Interest Risk (updated since the prior disclosure date for BSL and BGB)
The
Adviser will be subject to certain conflicts of interest in its management of the Fund. These conflicts will arise primarily from
the involvement of the Adviser, Blackstone Alternative Credit Advisors LP (“Blackstone Credit”), The Blackstone Group,
Inc. (“Blackstone”) and their affiliates in other activities that may conflict with those of the Fund. The Adviser,
Blackstone Credit, Blackstone and their affiliates engage in a broad spectrum of activities. In the ordinary course of their business
activities, the Adviser, Blackstone Credit, Blackstone and their affiliates may engage in activities where the interests of certain
divisions of the Adviser, Blackstone Credit, Blackstone and their affiliates or the interests of their clients may conflict with
the interests of the Fund or the common shareholders. Other present and future activities of the Adviser, Blackstone Credit, Blackstone
and their affiliates may give rise to additional conflicts of interest, which may have a negative impact on the Fund.
In
addressing these conflicts and regulatory, legal and contractual requirements across its various businesses, Blackstone has implemented
certain policies and procedures (e.g., information walls) that may reduce the positive firm-wide synergies that the Adviser may
have potentially utilized for purposes of finding attractive investments. Additionally, Blackstone may limit a client and/or its
portfolio companies from engaging in agreements with or related to companies in which any fund of Blackstone has or has considered
making an investment or which is otherwise an advisory client of Blackstone and/or from time to time restrict or otherwise limit
the ability of the Fund to make investments in or otherwise engage in businesses or activities competitive with companies or other
clients of Blackstone, either as result of contractual restrictions or otherwise. Finally, Blackstone has in the past entered,
and is likely in the future to enter, into one or more strategic relationships in certain regions or with respect to certain types
of investments that, although possibly intended to provide greater opportunities for the Fund, may require the Fund to share such
opportunities or otherwise limit the amount of an opportunity the Fund can otherwise take.
As
part of its regular business, Blackstone provides a broad range of services other than those provided by the Adviser, including
investment banking, underwriting, capital markets syndication and advisory (including underwriting), placement, financial advisory,
restructuring and advisory, consulting, asset/property management, mortgage servicing, insurance (including title insurance),
monitoring, commitment, syndication, origination, servicing, management consulting and other similar operational and finance matters,
healthcare consulting/brokerage, group purchasing, organizational, operational, loan servicing, financing, divestment and other
services. In addition, Blackstone may provide services in the future beyond those currently provided. The Fund will not receive
a benefit from the fees or profits derived from such services. In such a case, a client of Blackstone would typically require
Blackstone to act exclusively on its behalf. This request may preclude all of Blackstone clients (including the Fund) from participating
in related transactions that would otherwise be suitable. Blackstone will be under no obligation to decline any such engagements
in order to make an investment opportunity available to the Fund. In connection with its other businesses, Blackstone will likely
come into possession of information that limits its ability to engage in potential transactions. The Fund’s activities are
expected to be constrained as a result of the inability of the personnel of Blackstone to use such information. For example, employees
of Blackstone from time to time are prohibited by law or contract from sharing information with members of the Adviser’s
investment team that would be relevant to monitoring the Fund’s portfolio and other investment decisions. Additionally,
there are expected to be circumstances in which one or more of certain individuals associated with Blackstone will be precluded
from providing services related to the Fund’s activities because of certain confidential information available to those
individuals or to other parts of Blackstone (e.g., trading may be restricted). Blackstone has long term relationships with a significant
number of corporations and their senior management. In determining whether to invest in a particular transaction on behalf of
the Fund, the Adviser will consider those relationships, and may decline to participate in a transaction as a result of such relationships.
To the extent permitted by the 1940 Act, the Fund may also co-invest with clients of Blackstone in particular investment opportunities,
and the relationship with such clients could influence the decisions made by the Adviser with respect to such investments. The
Fund may be forced to sell or hold existing investments (possibly at disadvantageous times or under disadvantageous conditions)
as a result of various relationships that Blackstone may have or transactions or investments Blackstone and its affiliates may
make or have made. The inability to transact in any security, derivative or loan held by the Fund could result in significant
losses or lost opportunity costs to the Fund.
December
31, 2020 (Unaudited)
Limitations
on Transactions with Affiliates Risk (new since the prior disclosure date for BSL and BGB)
The
1940 Act limits our ability to enter into certain transactions with certain of our affiliates. As a result of these restrictions,
we may be prohibited from buying or selling any security directly from or to any portfolio company of or private equity fund managed
by Blackstone, Blackstone Credit or any of their respective affiliates. However, the Fund may under certain circumstances purchase
any such portfolio company’s loans or securities in the secondary market, which could create a conflict for the Adviser
between the interests of the Fund and the portfolio company, in that the ability of the Adviser to recommend actions in the best
interest of the Fund might be impaired. The 1940 Act also prohibits certain “joint” transactions with certain of our
affiliates, which could include investments in the same portfolio company (whether at the same or different times). These limitations
may limit the scope of investment opportunities that would otherwise be available to us. Although the Fund has received an exemptive
order from the SEC that permits it, among other things, to co-invest with certain affiliates of the Adviser and certain funds
managed and controlled by the Adviser and its affiliates, it may only do so in accordance with certain terms and conditions that
limit the types of transactions the Fund may engage in.
Dependence
on Key Personnel Risk
The
Adviser is dependent upon the experience and expertise of certain key personnel in providing services with respect to the Fund’s
investments. If the Adviser were to lose the services of these individuals, its ability to service the Fund could be adversely
affected. As with any managed fund, the Adviser may not be successful in selecting the best-performing securities or investment
techniques for the Fund’s portfolio and the Fund’s performance may lag behind that of similar funds. The Adviser has
informed the Fund that the investment professionals associated with the Adviser are actively involved in other investment activities
not concerning the Fund and will not be able to devote all of their time to the Fund’s business and affairs. In addition,
individuals not currently associated with the Adviser may become associated with the Fund and the performance of the Fund may
also depend on the experience and expertise of such individuals.
Prepayment
Risk
During
periods of declining interest rates, Borrowers or issuers may exercise their option to prepay principal earlier than scheduled.
For fixed rate securities, such payments often occur during periods of declining interest rates, forcing the Fund to reinvest
in lower yielding securities, resulting in a possible decline in the Fund’s income and distributions to common shareholders.
This is known as prepayment or “call” risk. Below investment grade instruments frequently have call features that
allow the issuer to redeem the security at dates prior to its stated maturity at a specified price (typically greater than par)
only if certain prescribed conditions are met (“call protection”). An issuer may redeem a below investment grade instrument
if, for example, the issuer can refinance the debt at a lower cost due to declining interest rates or an improvement in the credit
standing of the issuer. Loans and the loans underlying CLOs in which the Fund invests typically do not have call protection after
a certain period from initial issuance. For premium bonds (bonds acquired at prices that exceed their par or principal value)
purchased by the Fund, prepayment risk may be enhanced.
UK
Exit from the EU (updated since the prior disclosure date for BGX; new since the prior disclosure date for BSL and BGB)
The
UK formally left the EU on January 31, 2020 (commonly known as “Brexit”), subject to a transition period that ended
on December 31, 2020. During an 11-month transition period, the United Kingdom, including its businesses and people, abided by
applicable EU rules, honored the United Kingdom’s trade relationships with EU countries, and prepared for the new post-Brexit
rules which took effect on January 1, 2021.
Since
the June 2016 referendum in the UK, global financial markets have experienced significant volatility due to the uncertainty
around Brexit. There will likely continue to be considerable uncertainty as to the longer term economic, legal, political and
social framework to be put in place between the UK and the
EU, in particular as to the arrangements which will apply to its relationships with the EU and with other countries. This
process and/or the uncertainty associated with it may adversely affect the return on investments economically tied to the UK
(and consequently the Fund). This may be due to, among other things: (i) increased uncertainty and volatility in UK, EU and
other financial markets; (ii) fluctuations in asset values; (iii) fluctuations in exchange rates; (iv) increased illiquidity
of investments located, listed or traded within the UK, the EU or elsewhere; (v) changes in the willingness or ability of
financial and other counterparties to enter into transactions, or the price at which and terms on which they are prepared to
transact; and/or (vi) changes in legal and regulatory regimes to which the Fund’s investments are or become
subject.
December
31, 2020 (Unaudited)
Repurchase
Agreements Risk
Subject
to its investment objectives and policies, the Fund may invest in repurchase agreements as a buyer for investment purposes. Repurchase
agreements typically involve the acquisition by the Fund of debt securities from a selling financial institution such as a bank,
savings and loan association or broker-dealer. The agreement provides that the Fund will sell the securities back to the institution
at a fixed time in the future. The Fund does not bear the risk of a decline in the value of the underlying security unless the
seller defaults under its repurchase obligation. In the event of the bankruptcy or other default of a seller of a repurchase agreement,
the Fund could experience both delays in liquidating the underlying securities and losses, including (1) possible decline in the
value of the underlying security during the period in which the Fund seeks to enforce its rights thereto; (2) possible lack of
access to income on the underlying security during this period; and (3) expenses of enforcing its rights. In addition, as described
above, the value of the collateral underlying the repurchase agreement will be at least equal to the repurchase price, including
any accrued interest earned on the repurchase agreement. In the event of a default or bankruptcy by a selling financial institution,
the Fund generally will seek to liquidate such collateral. However, the exercise of the Fund’s right to liquidate such collateral
could involve certain costs or delays and, to the extent that proceeds from any sale upon a default of the obligation to repurchase
were less than the repurchase price, the Fund could suffer a loss.
Reverse
Repurchase Agreements Risk
The
Fund’s use of reverse repurchase agreements involves many of the same risks involved in the Fund’s use of leverage,
as the proceeds from reverse repurchase agreements generally will be invested in additional securities. There is a risk that the
market value of the securities acquired in the reverse repurchase agreement may decline below the price of the securities that
the Fund has sold but remains obligated to repurchase. In addition, there is a risk that the market value of the securities retained
by the Fund may decline. If the buyer of securities under a reverse repurchase agreement were to file for bankruptcy or experiences
insolvency, the Fund may be adversely affected. Also, in entering into reverse repurchase agreements, the Fund would bear the
risk of loss to the extent that the proceeds of the reverse repurchase agreement are less than the value of the underlying securities.
In addition, due to the interest costs associated with reverse repurchase agreements transactions, the Fund’s NAV will decline,
and, in some cases, the Fund may be worse off than if it had not used such instruments.
Investments
in Equity Securities or Warrants Incidental to Investments in Fixed Income Instruments
From
time to time the Fund also may invest in or hold common stock and other equity securities or warrants incidental to the purchase
or ownership of a fixed income instrument or in connection with a reorganization of an issuer. Investments in equity securities
incidental to investments in fixed income instruments entail certain risks in addition to those associated with investments in
fixed income instruments. Because equity is merely the residual value of an issuer after all claims and other interests, it is
inherently more risky than the bonds or loans of the same issuer. The value of the equity securities may be affected more rapidly,
and to a greater extent, by company-specific developments and general market conditions. These risks may increase fluctuations
in the Fund's NAV. The Fund frequently may possess material non-public information about a Borrower or issuer as a result of its
ownership of a fixed income instrument. Because of prohibitions on trading in securities while in possession of material non-public
information, the Fund might be unable to enter into a transaction in a security of an issuer when it would otherwise be advantageous
to do so.
Inflation/Deflation
Risk
Inflation
risk is the risk that the value of certain assets or income from the Fund’s investments will be worth less in the future
as inflation decreases the value of money. As inflation increases, the real value of the Common Shares and Preferred Shares, and
distributions thereon, can decline.
In
addition, during any periods of rising inflation, the dividend rates or borrowing costs associated with the Fund’s use of
leverage would likely increase, which would tend to further reduce returns to common shareholders. Deflation risk is the risk
that prices throughout the economy decline over time—the opposite of inflation. Deflation may have an adverse effect on
the creditworthiness of issuers and may make issuer defaults more likely, which may result in a decline in the value of the Fund’s
portfolio.
U.S.
Government Debt Securities Risk
U.S.
government debt securities generally do not involve the credit risks associated with investments in other types of debt securities,
although, as a result, the yields available from U.S. government debt securities are generally lower than the yields available
from other securities. Like other debt securities, however, the values of U.S. government securities change as interest rates
fluctuate. Fluctuations in the value of portfolio securities will not affect interest income on existing portfolio securities
but will be reflected in the Fund’s NAV. Since the magnitude of these fluctuations will generally be greater at times when
the Fund’s average maturity is longer, under certain market conditions the Fund may, for temporary defensive purposes, accept
lower current income from short-term investments rather than investing in higher yielding long-term securities. In addition, the
recent economic crisis in the United States has negatively impacted government-sponsored entities, which include Federal Home
Loan Banks, Fannie Mae and Freddie Mac. As the real estate market has deteriorated through declining home prices and increasing
foreclosure, government-sponsored entities, which back the majority of U.S mortgages, have experienced extreme volatility and
in some cases a lack of liquidity. In September 2008, Fannie Mae and Freddie Mac were placed under a conservatorship of the U.S.
federal government. Any Fund investments issued by Federal Home Loan Banks and Fannie Mae may ultimately lose value.
December
31, 2020 (Unaudited)
Cyber-Security
Risk and Identity Theft Risks
The
Fund’s operations are highly dependent on the Adviser’s information systems and technology and the Fund relies heavily
on the Adviser’s financial, accounting, communications and other data processing systems. The Adviser’s systems may
fail to operate properly or become disabled as a result of tampering or a breach of its network security systems or otherwise.
In addition, the Adviser’s systems face ongoing cybersecurity threats and attacks. Attacks on the Adviser’s systems
could involve, and in some instances have in the past involved, attempts intended to obtain unauthorized access to its proprietary
information, destroy data or disable, degrade or sabotage its systems, or divert or otherwise steal funds, including through the
introduction of computer viruses, “phishing” attempts and other forms of social engineering. Cyberattacks and other
security threats could originate from a wide variety of external sources, including cyber criminals, nation state hackers, hacktivists
and other outside parties. Cyberattacks and other security threats could also originate from the malicious or accidental acts
of insiders, such as employees of the Adviser.
There
has been an increase in the frequency and sophistication of the cyber and security threats the Adviser faces, with attacks ranging
from those common to businesses to those that are more advanced and persistent, which may target the Adviser because, as an alternative
asset management firm, the Adviser holds a significant amount of confidential and sensitive information about its investors, its
portfolio companies or obligors (as applicable) and potential investments. As a result, the Adviser may face a heightened risk
of a security breach or disruption with respect to this information. There can be no assurance that measures the Adviser takes
to ensure the integrity of its systems will provide protection, especially because cyberattack techniques used change frequently
or are not recognized until successful. If the Adviser’s systems are compromised, do not operate properly or are disabled,
or it fails to provide the appropriate regulatory or other notifications in a timely manner, the Adviser could suffer financial
loss, a disruption of its businesses, liability to its investment funds and fund investors, including the Fund and common shareholders,
regulatory intervention or reputational damage. The costs related to cyber or other security threats or disruptions may not be
fully insured or indemnified by other means.
In
addition, the Fund could also suffer losses in connection with updates to, or the failure to timely update, the Adviser’s
information systems and technology. In addition, the Adviser has become increasingly reliant on third party service providers
for certain aspects of its business, including for the administration of certain funds, as well as for certain information systems
and technology, including cloud-based services. These third party service providers could also face ongoing cyber security threats
and compromises of their systems and as a result, unauthorized individuals could gain, and in some past instances have gained,
access to certain confidential data.
Cybersecurity
has become a top priority for regulators around the world. Many jurisdictions in which the Adviser operates have laws and regulations
relating to data privacy, cybersecurity and protection of personal information, including, as examples, the General Data Protection
Regulation in the EU and that went into effect in May 2018 and the California Consumer Privacy Act that went into effect in January
2020. Some jurisdictions have also enacted laws requiring companies to notify individuals and government agencies of data security
breaches involving certain types of personal data.
Breaches
in security, whether malicious in nature or through inadvertent transmittal or other loss of data, could potentially jeopardize
the Adviser, its employees’ or the Fund’s investors’ or counterparties’ confidential, proprietary and
other information processed and stored in, and transmitted through, the Adviser’s computer systems and networks, or otherwise
cause interruptions or malfunctions in its, its employees’, the Fund’s investors’, the Fund’s counterparties’
or third parties’ business and operations, which could result in significant financial losses, increased costs, liability
to the Fund’s investors and other counterparties, regulatory intervention and reputational damage. Furthermore, if the Adviser
fails to comply with the relevant laws and regulations or fail to provide the appropriate regulatory or other notifications of
breach in a timely matter, it could result in regulatory investigations and penalties, which could lead to negative publicity
and reputational harm, and may cause the Fund’s investors and clients to lose confidence in the effectiveness of its security
measures.
Obligors
of the Fund also rely on data processing systems and the secure processing, storage and transmission of information, including
payment and health information. A disruption or compromise of these systems could have a material adverse effect on the value
of these businesses. The Fund may invest in strategic assets having a national or regional profile or in infrastructure, the nature
of which could expose it to a greater risk of being subject to a terrorist attack or security breach than other assets or businesses.
Such an event may have material adverse consequences on the Fund’s investment or assets of the same type or may require
obligors of the Fund to increase preventative security measures or expand insurance coverage.
Finally,
the Adviser’s and the Fund’s technology, data and intellectual property and the technology, data and intellectual
property of their portfolio companies or obligors (as applicable) are also subject to a heightened risk of theft or compromise
to the extent the Adviser and the Fund’s portfolio companies or obligors (as applicable) engage in operations outside the
United States, in particular in those jurisdictions that do not have comparable levels of protection of proprietary information
and assets such as intellectual property, trademarks, trade secrets, know-how and customer information and records. In addition,
the Adviser and the Fund and their portfolio companies or obligors (as applicable) may be required to compromise protections or
forego rights to technology, data and intellectual property in order to operate in or access markets in a foreign jurisdiction.
Any such direct or indirect compromise of these assets could have a material adverse impact on the Adviser and the Fund and their
portfolio companies or obligors (as applicable).
December
31, 2020 (Unaudited)
Portfolio
Turnover Risk
The
Fund’s annual portfolio turnover rate may vary greatly from year to year, as well as within a given year. However, portfolio
turnover rate is not considered a limiting factor in the execution of investment decisions for the Fund. High portfolio turnover
may result in the realization of net short- term capital gains by the Fund which, when distributed to common shareholders, will
be taxable as ordinary income. A high portfolio turnover may increase the Fund’s current and accumulated earnings and profits,
resulting in a greater portion of the Fund’s distributions being treated as a dividend to the Fund’s common shareholders.
In addition, a higher portfolio turnover rate results in correspondingly greater brokerage commissions and other transactional
expenses that are borne by the Fund.
Government
Intervention in the Financial Markets
The
recent instability in the financial markets has led the U.S. government to take a number of unprecedented actions designed to
support certain financial institutions and segments of the financial markets that have experienced extreme volatility, and in
some cases a lack of liquidity. Federal, state, and other governments, their regulatory agencies or self-regulatory organizations
may take additional actions that affect the regulation of the securities or structured products in which the Fund invests, or
the issuers of such securities or structured products, in ways that are unforeseeable. Borrowers under Secured Loans held by the
Fund may seek protection under the bankruptcy laws. Legislation or regulation may also change the way in which the Fund itself
is regulated. Such legislation or regulation could limit or preclude the Fund’s ability to achieve its investment objectives.
The Adviser will monitor developments and seek to manage the Fund’s portfolio in a manner consistent with achieving the
Fund’s investment objectives, but there can be no assurance that it will be successful in doing so.
FUND
SPECIFIC RISKS
BSL
Derivatives
Risk
Under
normal market conditions, the use of derivatives by the Fund, other than for hedging purposes, will not exceed 20% of the Fund’s
Managed Assets on a mark-to-market basis. The Fund’s use of derivative instruments may be speculative and involves investment
risks and transaction costs to which the Fund would not be subject absent the use of these instruments, and the use of derivatives
generally involves leverage in the sense that the investment exposure created by the derivatives may be significantly greater
than the Fund’s initial investment in the derivatives. In some cases, the use of derivatives may result in losses in excess
of principal or greater than if they had not been used. The ability to successfully use derivative instruments depends on the
ability of the Adviser. The skills needed to employ derivatives strategies are different from those needed to select a portfolio
security and, in connection with such strategies, the Adviser must make predictions with respect to market conditions, liquidity,
currency movements, market values, interest rates and other applicable factors, which may be inaccurate. The use of derivative
instruments may require the Fund to sell or purchase portfolio securities at inopportune times or for prices below or above the
current market values, may limit the amount of appreciation the Fund can realize on an investment or may cause the Fund to hold
a security that it might otherwise want to sell. The Fund may also have to defer closing out certain derivative positions to avoid
adverse tax consequences and there may be situations in which derivative instruments are not elected that result in losses greater
than if such instruments had been used. Amounts paid by the Fund as premiums and cash or other assets held in margin accounts
with respect to the Fund’s derivative instruments would not be available to the Fund for other investment purposes, which
may result in lost opportunities for gain. Changes to the derivatives markets as a result of the continuous promulgation of rules
under the Dodd- Frank Act and other government or international and other government regulation may also have an adverse effect
on the Fund’s ability to make use of derivative transactions. In addition, the use of derivatives is subject to other risks,
each of which may create additional risk of loss, including liquidity risk, interest rate risk, credit risk and management risk
as well as the following risks:
December
31, 2020 (Unaudited)
In
addition, the Adviser may cause the Fund to invest in derivative instruments that are neither presently contemplated nor currently
available, but which may be developed in the future, to the extent such opportunities are both consistent with the Fund’s
investment objectives and legally permissible. Any such investments may expose the Fund to unique and presently indeterminate
risks, the impact of which may not be capable of determination until such instruments are developed and/or the Adviser determines
to make such an investment on behalf of the Fund.
In
October 2020, the SEC adopted a new rule that changes the regulatory framework around the use of derivatives by registered investment
companies, such as the Fund. The new rule, which will go into effect on February 21, 2021 with a compliance date 18 months thereafter,
will require registered investment companies to adopt a written policies and procedures reasonably designed to manage the Fund’s
derivatives risks. In the event that the Fund’s derivatives exposure exceeds 10% of its net assets, the Fund will be required
to adopt a written derivatives risk management program and comply with a value-at-risk based limit on leverage risk. The Board
of Trustees will have an oversight role in ensuring these new requirements are being taken into account and, if required, will
appoint a derivatives risk manager to handle the day-to-day responsibilities of the derivatives risk program.
Senior
Loans Risk
Under
normal market conditions, the Fund will invest at least 80% of its Managed Assets in Senior Loans. This policy is not fundamental
and may be changed by the board of trustees of the Fund with at least 60 days’ written notice provided to shareholders.
Senior Loans hold the most senior position in the capital structure of a business entity, are secured with specific collateral
and have a claim on the assets and/or stock of the Borrower that is senior to that held by unsecured creditors, subordinated debt
holders and stockholders of the Borrower. Senior Loans are usually rated below investment grade or may also be unrated. As a result,
the risks associated with Senior Loans are similar to the risks of below investment grade securities, although Senior Loans are
senior and secured in contrast to other below investment grade securities, which are often subordinated or unsecured. Nevertheless,
if a Borrower under a Senior Loan defaults or goes into bankruptcy, the Fund may recover only a fraction of what is owed on the
Senior Loan or nothing at all. Senior Loans are subject to a number of risks described elsewhere in this Prospectus, including
credit risk, liquidity risk and management risk.
There
is less readily available and reliable information about most Senior Loans than is the case for many other types of securities,
including securities issued in transactions registered under the Securities Act, or registered under the Exchange Act. As a result,
the Adviser will rely primarily on its own evaluation of a Borrower’s credit quality rather than on any available independent
sources. Therefore, the Fund will be particularly dependent on the analytical abilities of the Adviser.
The
Fund will typically invest in Senior Loans rated below investment grade, which are considered speculative because of the credit
risk of their issuers. Such companies are more likely than investment grade issuers to default on their payments of interest and
principal owed to the Fund, and such defaults could reduce the Fund’s net asset value and income distributions. An economic
downturn would generally lead to a higher non-payment rate, and a Senior Loan may lose significant market value before a default
occurs. Moreover, any specific collateral used to secure a Senior Loan may decline in value or become illiquid, which would adversely
affect the Senior Loan’s value.
In
general, the secondary trading market for Senior Loans is not well developed. No active trading market may exist for certain Senior
Loans, which may make it difficult to value them. Illiquidity and adverse market conditions may mean that the Fund may not be
able to sell Senior Loans quickly or at a fair price. To the extent that a secondary market does exist for certain Senior Loans,
the market for them may be subject to irregular trading activity, wide bid/ask spreads and extended trade settlement periods.
Senior
Loans and other variable rate debt instruments are subject to the risk of payment defaults of scheduled interest or principal.
Such payment defaults would result in a reduction of income to the Fund, a reduction in the value of the investment and a potential
decrease in the net asset value of the Fund. Similarly, a sudden and significant increase in market interest rates may increase
the risk for payment defaults and cause a decline in the value of these investments and in the Fund’s net asset value. Other
factors (including, but not limited to, rating downgrades, credit deterioration, a large downward movement in stock prices, a
disparity in supply and demand of certain securities or market conditions that reduce liquidity) can reduce the value of Senior
Loans and other debt obligations, impairing the Fund’s net asset value.
December
31, 2020 (Unaudited)
Although
the Senior Loans in which the Fund will invest will be secured by collateral, there can be no assurance that such collateral could
be readily liquidated or that the liquidation of such collateral would satisfy the Borrower’s obligation in the event of
non-payment of scheduled interest or principal. In the event of the bankruptcy or insolvency of a Borrower, the Fund could experience
delays or limitations with respect to its ability to realize the benefits of the collateral securing a Senior Loan. In the event
of a decline in the value of the already pledged collateral, if the terms of a Senior Loan do not require the Borrower to pledge
additional collateral, the Fund will be exposed to the risk that the value of the collateral will not at all times equal or exceed
the amount of the Borrower’s obligations under the Senior Loans. To the extent that a Senior Loan is collateralized by stock
in the Borrower or its subsidiaries, such stock may lose some or all of its value in the event of the bankruptcy or insolvency
of the Borrower. Those Senior Loans that are under-collateralized involve a greater risk of loss.
Some
Senior Loans are subject to the risk that a court, pursuant to fraudulent conveyance or other similar laws, could subordinate
the Senior Loans to presently existing or future indebtedness of the Borrower or take other action detrimental to lenders, including
the Fund. Such court action could under certain circumstances include invalidation of Senior Loans.
If
legislation or state or federal regulations impose additional requirements or restrictions on the ability of financial institutions
to make loans, the availability of Senior Loans for investment by the Fund may be adversely affected. In addition, such requirements
or restrictions could reduce or eliminate sources of financing for certain Borrowers. This would increase the risk of default.
If legislation or federal or state regulations require financial institutions to increase their capital requirements this may
cause financial institutions to dispose of Senior Loans that are considered highly levered transactions. Such sales could result
in prices that, in the opinion of the Adviser, do not represent fair value. If the Fund attempts to sell a Senior Loan at a time
when a financial institution is engaging in such a sale, the price the Fund could get for the Senior Loan may be adversely affected.
The
Fund may acquire Senior Loans through assignments or participations. The Fund will typically acquire Senior Loans through assignment
and may elevate a participation interest into an assignment as soon as practicably possible. The purchaser of an assignment typically
succeeds to all the rights and obligations of the assigning institution and becomes a lender under the credit agreement with respect
to the debt obligation; however, the purchaser’s rights can be more restricted than those of the assigning institution,
and the Fund may not be able to unilaterally enforce all rights and remedies under the loan and with regard to any associated
collateral. A participation typically results in a contractual relationship only with the institution participating out the interest,
not with the Borrower. Sellers of participations typically include banks, broker-dealers, other financial institutions and lending
institutions. The Adviser has adopted best execution procedures and guidelines to mitigate credit and counterparty risk in the
atypical situation when the Fund must acquire a Senior Loan through a participation. The Adviser has established a risk and valuation
committee that regularly reviews each broker-dealer counterparty for, among other things, its quality and the quality of its execution.
The established procedures and guidelines require trades to be placed for execution only with broker-dealer counterparties approved
by the risk and valuation committee of the Adviser. The factors considered by the committee when selecting and approving brokers
and dealers include, but are not limited to: (i) quality, accuracy, and timeliness of execution, (ii) review of the reputation,
financial strength and stability of the financial institution, (iii) willingness and ability of the counterparty to commit capital,
(iv) ongoing reliability and (v) access to underwritten offerings and secondary markets. In purchasing participations, the Fund
generally will have no right to enforce compliance by the Borrower with the terms of the loan agreement against the Borrower,
and the Fund may not directly benefit from the collateral supporting the debt obligation in which it has purchased the participation.
As a result, the Fund will be exposed to the credit risk of both the Borrower and the institution selling the participation. Further,
in purchasing participations in lending syndicates, the Fund will not be able to conduct the due diligence on the Borrower or
the quality of the Senior Loan with respect to which it is buying a participation that the Fund would otherwise conduct if it
were investing directly in the Senior Loan, which may result in the Fund being exposed to greater credit or fraud risk with respect
to the Borrower or the Senior Loan than the Fund expected when initially purchasing the participation.
The
Fund may obtain exposure to Senior Loans through the use of derivative instruments, which have become increasingly available.
Although the Fund does not have an intention to do so, the Fund may utilize these instruments and similar instruments that may
be available in the future. Derivative transactions involve the risk of loss due to unanticipated adverse changes in securities
prices, interest rates, the inability to close out a position, imperfect correlation between a position and the desired hedge,
tax constraints on closing out positions and portfolio management constraints on securities subject to such transactions. The
potential loss on derivative instruments may be substantial relative to the initial investment therein. The Fund may also be subject
to the risk that the counterparty in a derivative transaction will default on its obligations.
Subordinated
Loans Risk
The
Fund may invest up to 20% of its Managed Assets in Subordinated Loans. Subordinated Loans generally are subject to similar risks
as those associated with investments in Senior Loans except that such loans are subordinated in payment and/or lower in lien priority
to first lien holders. In the event of default on a Subordinated Loan, the first priority lien holder has first claim to the underlying
collateral of the loan. Subordinated Loans are subject to the additional risk that the cash flow of the Borrower and property
securing the loan or debt, if any, may be insufficient to meet scheduled payments after giving effect to the senior unsecured
or senior secured obligations of the Borrower. This risk is generally higher for subordinated unsecured loans or debt, which are
not backed by a security interest in any specific collateral. Subordinated Loans generally have greater price volatility than
Senior Loans and may be less liquid.
December
31, 2020 (Unaudited)
Structured
Products Risk
The
Fund may invest up to 20% of its Managed Assets in structured products, including, without limitation, CLOs, structured notes,
credit linked notes and derivatives, including credit derivatives. Holders of structured products bear risks of the underlying
investments, index or reference obligation and are subject to counterparty risk. The Fund may have the right to receive payments
only from the structured product, and generally does not have direct rights against the issuer or the entity that sold the assets
to be securitized. While certain structured products enable the investor to acquire interests in a pool of securities without
the brokerage and other expenses associated with directly holding the same securities, investors in structured products generally
pay their share of the structured product’s administrative and other expenses. Although it is difficult to predict whether
the prices of indices and securities underlying structured products will rise or fall, these prices (and, therefore, the prices
of structured products) will be influenced by the same types of political and economic events that affect issuers of securities
and capital markets generally. If the issuer of a structured product uses shorter term financing to purchase longer term securities,
the issuer may be forced to sell its securities at below market prices if it experiences difficulty in obtaining short-term financing,
which may adversely affect the value of the structured products owned by the Fund.
Certain
structured products may be thinly traded or have a limited trading market. CLOs are typically privately offered and sold. As a
result, investments in CLOs may be characterized by the Fund as illiquid securities. In addition to the general risks associated
with debt securities discussed herein, CLOs carry additional risks, including, but not limited to: (i) the possibility that distributions
from collateral securities will not be adequate to make interest or other payments; (ii) the quality of the collateral may decline
in value or default; (iii) the possibility that the investments in CLOs are subordinate to other classes or tranches thereof;
and (iv) the complex structure of the security may not be fully understood at the time of investment and may produce disputes
with the issuer or unexpected investment results.
Investments
in structured notes involve risks, including credit risk and market risk. Where the Fund’s investments in structured notes
are based upon the movement of one or more factors, including currency exchange rates, interest rates, referenced bonds and stock
indices, depending on the factor used and the use of multipliers or deflators, changes in interest rates and movement of the factor
may cause significant price fluctuations. Additionally, changes in the reference instrument or security may cause the interest
rate on the structured note to be reduced to zero, and any further changes in the reference instrument may then reduce the principal
amount payable on maturity. Structured notes may be less liquid than other types of securities and more volatile than the reference
instrument or security underlying the note.
CLO
Risk
In
addition to the general risks associated with debt securities and structured products discussed herein, CLOs carry additional
risks, including, but not limited to (i) the possibility that distributions from collateral securities will not be adequate to
make interest or other payments; (ii) the quality of the collateral may decline in value or default; (iii) the possibility that
the investments in CLOs are subordinate to other classes or tranches thereof, (iv) the potential of spread compression in the
underlying loans of the CLO, which could reduce credit enhancement in the CLOs and (v) the complex structure of the security may
not be fully understood at the time of investment and may produce disputes with the issuer or unexpected investment results.
CLO
junior debt securities that the Fund may acquire are subordinated to more senior tranches of CLO debt. CLO junior debt securities
are subject to increased risks of default relative to the holders of superior priority interests in the same securities. In addition,
at the time of issuance, CLO equity securities are under-collateralized in that the liabilities of a CLO at inception exceed its
total assets. Though not exclusively, the Fund will typically be in a first loss or subordinated position with respect to realized
losses on the assets of the CLOs in which it is invested. The Fund may recognize phantom taxable income from its investments in
the subordinated tranches of CLOs.
Between
the closing date and the effective date of a CLO, the CLO collateral manager will generally expect to purchase additional collateral
obligations for the CLO. During this period, the price and availability of these collateral obligations may be adversely affected
by a number of market factors, including price volatility and availability of investments suitable for the CLO, which could hamper
the ability of the collateral manager to acquire a portfolio of collateral obligations that will satisfy specified concentration
limitations and allow the CLO to reach the initial par amount of collateral prior to the effective date. An inability or delay
in reaching the target initial par amount of collateral may adversely affect the timing and amount of interest or principal payments
received by the holders of the CLO debt securities and distributions of the CLO on equity securities and could result in early
redemptions which may cause CLO debt and equity investors to receive less than the face value of their investment.
The
failure by a CLO in which the Fund invests to satisfy financial covenants, including with respect to adequate collateralization
and/or interest coverage tests, could lead to a reduction in the CLO’s payments to the Fund. In the event that a CLO fails
certain tests, holders of CLO senior debt may be entitled to additional payments that would, in turn, reduce the payments the
Fund would otherwise be entitled to receive. Separately, the Fund may incur expenses to the extent necessary to seek recovery
upon default or to negotiate new terms, which may include the waiver of certain financial covenants, with a defaulting CLO or
any other investment the Fund may make. If any of these occur, it could adversely affect the Fund’s operating results and
cash flows.
December
31, 2020 (Unaudited)
The
Fund’s CLO investments are exposed to leveraged credit risk. If certain minimum collateral value ratios and/or interest
coverage ratios are not met by a CLO, primarily due to senior secured loan defaults, then cash flow that otherwise would have
been available to pay distributions to the Fund on its CLO investments may instead be used to redeem any senior notes or to purchase
additional senior secured loans, until the ratios again exceed the minimum required levels or any senior notes are repaid in full.
Liquidity
Risk
The
Fund may invest up to 50% of its Managed Assets in securities that are considered illiquid. “Illiquid securities”
are securities which cannot be sold within seven days in the ordinary course of business at approximately the value used by the
Fund in determining its net asset value. The Fund may not be able to readily dispose of such securities at prices that approximate
those at which the Fund could sell such securities if they were more widely- traded and, as a result of such illiquidity, the
Fund may have to sell other investments or engage in borrowing transactions if necessary to raise cash to meet its obligations.
Limited liquidity can also affect the market price of securities, thereby adversely affecting the Fund’s net asset value
and ability to make dividend distributions.
Some
Senior Loans are not readily marketable and may be subject to restrictions on resale. Senior Loans are not listed on any national
securities exchange and no active trading market may exist for the Senior Loans in which the Fund will invest. Where a secondary
market exists, the market for some Senior Loans may be subject to irregular trading activity, wide bid/ask spreads and extended
trade settlement periods. The Fund has no limitation on the amount of its assets which may be invested in securities that are
not readily marketable or are subject to restrictions on resale.
Leverage
Risk
The
Fund currently anticipates utilizing leverage in an aggregate amount of up to 331/3% of its Managed Assets at the time the leverage
is incurred in order to buy additional securities. The Fund currently anticipates that it will issue preferred shares and/or notes
and it may also borrow funds from banks and other financial institutions. The use of leverage to purchase additional securities
creates an opportunity for increased common share dividends, but also creates risks for the holders of common shares. Leverage
is a speculative technique that exposes the Fund to greater risk and increased costs than if it were not implemented. Increases
and decreases in the value of the Fund’s portfolio will be magnified when the Fund uses leverage. As a result, leverage
may cause greater changes in the Fund’s net asset value which will be borne entirely by the Fund’s common shareholders.
The Fund will also have to pay dividends on its preferred shares or interest on its notes or borrowings, if any, which will increase
expenses and may reduce the Fund’s return. These dividend payments or interest expenses may be greater than the Fund’s
return on the underlying investments. The Fund’s leveraging strategy may not be successful.
The
Fund intends to issue preferred shares and/or notes as a form of leverage. Any such leverage of the Fund would be senior to the
Fund’s common shares, such that holders of preferred shares and/or notes would have priority over the common shareholders
in the distribution of the Fund’s assets, including dividends, distributions of principal proceeds after the reinvestment
period and liquidating distributions. If preferred shares are issued and outstanding, holders of the preferred shares would elect
two trustees of the Fund, and would vote separately as a class on certain matters which may at times give holders of preferred
shares disproportionate influence over the Fund’s affairs. If the preferred shares were limited in their term, redemptions
of such preferred shares would require the Fund to liquidate its investments and would reduce the Fund’s use of leverage,
which could negatively impact common shareholders.
In
addition, the Fund will pay (and the holders of common shares will bear) all costs and expenses relating to the issuance and ongoing
maintenance of any preferred shares and/or notes issued by the Fund, including higher advisory fees. Accordingly, the Fund cannot
assure you that the issuance of preferred shares and/or notes will result in a higher yield or return to the holders of the common
shares.
The
Fund anticipates that any money borrowed from a bank or other financial institution for investment purposes will accrue interest
based on shorter-term interest rates that would be periodically reset. So long as the Fund’s portfolio provides a higher
rate of return, net of expenses, than the interest rate on borrowed money, as reset periodically, the leverage may cause the holders
of common shares to receive a higher current rate of return than if the Fund were not leveraged. If, however, long-term and/or
short-term rates rise, the interest rate on borrowed money could exceed the rate of return on securities held by the Fund, reducing
return to the holders of common shares. Recent developments in the credit markets may adversely affect the ability of the Fund
to borrow for investment purposes and may increase the costs of such borrowings, which would reduce returns to the holders of
common shares.
December
31, 2020 (Unaudited)
There
is no assurance that a leveraging strategy will be successful. Leverage involves risks and special considerations for common shareholders,
including:
If
the Fund issues preferred shares and/or notes or borrows money the Fund will be required to maintain asset coverage in conformity
with the requirements of the 1940 Act.
The
Fund may be subject to certain restrictions on investments imposed by guidelines of one or more rating agencies, which may issue
ratings for the preferred shares and/or notes or short-term debt securities issued by the Fund. These guidelines may impose asset
coverage or portfolio composition requirements that are more stringent than those imposed by the 1940 Act. Certain types of borrowings
by the Fund may result in the Fund being subject to covenants in credit agreements relating to asset coverage and portfolio composition
requirements. These covenants and restrictions may negatively affect the Fund’s ability to achieve its investment objectives.
Foreign
Currency Risk
Because
the Fund may invest in securities denominated or quoted in currencies other than the U.S. dollar, changes in foreign currency
exchange rates may affect the value of securities in the Fund and the unrealized appreciation or depreciation of investments.
Currencies of certain countries may be volatile and therefore may affect the value of securities denominated in such currencies,
which means that the Fund’s net asset value could decline as a result of changes in the exchange rates between foreign currencies
and the U.S. dollar. The Adviser may, but is not required to, elect for the Fund to seek to protect itself from changes in currency
exchange rates through hedging transactions depending on market conditions. The Fund may incur costs in connection with the conversions
between various currencies. In addition, certain countries may impose foreign currency exchange controls or other restrictions
on the repatriation, transferability or convertibility of currency.
BGX
Derivatives
Risk
Under
normal market conditions, the use of derivatives by the Fund does not exceed 30% of the Fund’s Managed Assets. The Fund’s
derivative investments have risks, including: the imperfect correlation between the value of such instruments and the underlying
assets of the Fund, which creates the possibility that the loss on such instruments may be greater than the gain in the value
of the underlying assets in the Fund’s portfolio; the loss of principal; the possible default of the other party to the
transaction; and illiquidity of the derivative investments. If a counterparty becomes bankrupt or otherwise fails to perform its
obligations under a derivative contract due to financial difficulties, the Fund may experience significant delays in obtaining
any recovery under the derivative contract in a bankruptcy or other reorganization proceeding. In addition, in the event of the
insolvency of a counterparty to a derivative transaction, the derivative contract would typically be terminated at its fair market
value. If the Fund is owed this fair market value in the termination of the derivative contract and its claim is unsecured, the
Fund will be treated as a general creditor of such counterparty, and will not have any claim with respect to the underlying security.
Certain of the derivative investments in which the Fund may invest may, in certain circumstances, give rise to a form of financial
leverage, which may magnify the risk of owning such instruments. Furthermore, the ability to successfully use derivative investments
depends on the ability of the Adviser to predict pertinent market movements, which cannot be assured. Thus, the use of derivative
investments to generate income, for hedging, for currency or interest rate management or other purposes may result in losses greater
than if they had not been used, may require the Fund to sell or purchase portfolio securities at inopportune times or for prices
below or above the current market values, may limit the amount of appreciation the Fund can realize on an investment or may cause
the Fund to hold a security that it might otherwise want to sell. In addition, there may be situations in which the Adviser elects
not to use derivative investments that result in losses greater than if they had been used. Amounts paid by the Fund as premiums
and cash or other assets held in margin accounts with respect to the Fund’s derivative investments would not be available
to the Fund for other investment purposes, which may result in lost opportunities for gain. Changes to the derivatives markets
as a result of the Dodd-Frank Act and other government regulation may also have an adverse effect on the Fund’s ability
to make use of derivative transactions.
Summary
of Updated Information Regarding the Funds
December
31, 2020 (Unaudited)
In
October 2020, the SEC adopted a new rule that changes the regulatory framework around the use of derivatives by registered investment
companies, such as the Fund. The new rule, which will go into effect on February 21, 2021 with a compliance date 18 months thereafter,
will require registered investment companies to adopt a written policies and procedures reasonably designed to manage the Fund’s
derivatives risks. In the event that the Fund’s derivatives exposure exceeds 10% of its net assets, the Fund will be required
to adopt a written derivatives risk management program and comply with a value-at-risk based limit on leverage risk. The Board
of Trustees will have an oversight role in ensuring these new requirements are being taken into account and, if required, will
appoint a derivatives risk manager to handle the day-to-day responsibilities of the derivatives risk program.
Secured
Loans Risk
Under
normal market conditions, the Fund invests at least 70% of its Managed Assets in Secured Loans. Secured Loans hold senior positions
in the capital structure of a business entity, are secured with specific collateral, and have a claim on the assets and/or stock
of the Borrower that is senior to that held by unsecured creditors, subordinated debt holders, and stockholders of the Borrower.
The Secured Loans the Fund invests in are usually rated below investment grade or may also be unrated. As a result, the risks
associated with Secured Loans are similar to the risks of below investment grade instruments, although Secured Loans are senior
and secured in contrast to other below investment grade instruments, which are often subordinated or unsecured. Nevertheless,
if a Borrower under a Secured Loan defaults, becomes insolvent or goes into bankruptcy, the Fund may recover only a fraction of
what is owed on the Secured Loan or nothing at all. Secured Loans are subject to a number of risks described elsewhere in this
Prospectus, including credit risk, liquidity risk, below investment grade, or high yield, instruments risk and management risk.
Although
the Secured Loans in which the Fund invests in are secured by collateral, there can be no assurance that the Fund will have first-lien
priority in such collateral or that such collateral could be readily liquidated or that the liquidation of such collateral would
satisfy the Borrower’s obligation in the event of non-payment of scheduled interest or principal. In the event of the bankruptcy
or insolvency of a Borrower, the Fund could experience delays or limitations with respect to its ability to realize the benefits
of the collateral securing a Secured Loan. In the event of a decline in the value of the already pledged collateral, if the terms
of a Secured Loan do not require the Borrower to pledge additional collateral, the Fund will be exposed to the risk that the value
of the collateral will not at all times equal or exceed the amount of the Borrower’s obligations under the Secured Loans.
To the extent that a Secured Loan is collateralized by stock in the Borrower or its subsidiaries, such stock may lose some or
all of its value in the event of the bankruptcy or insolvency of the Borrower. Those Secured Loans that are under-collateralized
involve a greater risk of loss.
In
general, the secondary trading market for Secured Loans is not fully-developed. No active trading market may exist for certain
Secured Loans, which may make it difficult to value them. Illiquidity and adverse market conditions may mean that the Fund may
not be able to sell certain Secured Loans quickly or at a fair price. To the extent that a secondary market does exist for certain
Secured Loans, the market for them may be subject to irregular trading activity, wide bid/ask spreads and extended trade settlement
periods.
Some
Secured Loans are subject to the risk that a court, pursuant to fraudulent conveyance or other similar laws, could subordinate
the Secured Loans to presently existing or future indebtedness of the Borrower or take other action detrimental to lenders, including
the Fund. Such court action could under certain circumstances include invalidation of Secured Loans.
If
legislation or state or federal regulations impose additional requirements or restrictions on the ability of financial institutions
to make loans, the availability of Secured Loans for investment by the Fund may be adversely affected. In addition, such requirements
or restrictions could reduce or eliminate sources of financing for certain Borrowers. This would increase the risk of default.
If
legislation or federal or state regulations require financial institutions to increase their capital requirements this may cause
financial institutions to dispose of Secured Loans that are considered highly levered transactions. Such sales could result in
prices that, in the opinion of the Adviser, do not represent fair value. If the Fund attempts to sell a Secured Loan at a time
when a financial institution is engaging in such a sale, the price the Fund could get for the Secured Loan may be adversely affected.
The
Fund acquires Secured Loans through assignments or participations. The Fund typically acquires Secured Loans through
assignment and may elevate a participation interest into an assignment as soon as practicably possible. The purchaser of an
assignment typically succeeds to all the rights and obligations of the assigning institution and becomes a lender under the
credit agreement with respect to the debt obligation; however, the purchaser’s rights can be more restricted than those
of the assigning institution, and the Fund may not be able to unilaterally enforce all rights and remedies under the loan and
with regard to any associated collateral. A participation typically results in a contractual relationship only with the
institution participating out the interest, not with the Borrower. Sellers of participations typically include banks,
broker-dealers, other financial institutions and lending institutions. The Adviser has adopted best execution procedures and
guidelines to mitigate credit and counterparty risk in the atypical situation when the Fund must acquire a Secured Loan
through a participation. The Adviser has established a counterparty and liquidity committee that regularly reviews each
broker-dealer counterparty for, among other things, its quality and the quality of its execution. The established procedures
and guidelines require trades to be placed for execution only with broker-dealer counterparties approved by the counterparty
and liquidity committee of the Adviser. The factors considered by the committee when selecting and approving brokers and
dealers include, but are not limited to: (i) quality, accuracy, and timeliness of execution, (ii) review of the reputation,
financial strength and stability of the financial institution, (iii) willingness and ability of the counterparty to commit
capital, (iv) ongoing reliability and (v) access to underwritten offerings and secondary markets. In purchasing
participations, the Fund generally has no right to enforce compliance by the Borrower with the terms of the loan agreement
against the Borrower, and the Fund may not directly benefit from the collateral, if any, supporting the debt obligation in
which it has purchased the participation. As a result, the Fund will be exposed to the credit risk of both the Borrower and
the institution selling the participation. Further, in purchasing participations in lending syndicates, the Fund may not be
able to conduct the due diligence on the Borrower or the quality of the Secured Loan with respect to which it is buying a
participation that the Fund would otherwise conduct if it were investing directly in the Secured Loan, which may result in
the Fund being exposed to greater credit or fraud risk with respect to the Borrower or the Secured Loan than the Fund
expected when initially purchasing the participation.
December
31, 2020 (Unaudited)
Fixed-Income
Instruments Risk
The
Fund may invest up to 30% of its Managed Assets in fixed-income instruments, such as U.S. government debt securities and investment
grade and below investment grade, subordinated and unsubordinated corporate debt securities. Fixed-income instruments are subject
to many of the same risks that affect Secured Loans and unsecured loans, however they are often unsecured and typically lower
in the issuer’s capital structure than loans, and thus may be exposed to greater risk of default and lower recoveries in
the event of a default. This risk can be further heightened in the case of below investment grade instruments. Additionally, most
fixed-income instruments are fixed-rate and thus are generally more susceptible than floating rate loans to price volatility related
to changes in prevailing interest rates.
Unsecured
Loans Risk
The
Fund may invest in unsecured loans. Unsecured loans generally are subject to similar risks as those associated with investments
in Secured Loans except that such loans are not secured by collateral. In the event of default on an unsecured loan, the first
priority lien holder has first claim to the underlying collateral of the loan. Unsecured loans are subject to the additional risk
that the cash flow of the Borrower may be insufficient to meet scheduled payments after giving effect to the secured obligations
of the Borrower. Unsecured loans generally have greater price volatility than Secured Loans and may be less liquid.
Short
Selling Risk
The
Fund may engage in short sales for investment and risk management purposes, including when the Adviser believes an investment
will under- perform due to a greater sensitivity to earnings growth of the issuer, default risk or interest rates. The Fund may
also engage in short sales for financing purposes. In times of unusual or adverse market, economic, regulatory or political conditions,
the Fund may not be able, fully or partially, to implement its short selling strategy. Periods of unusual or adverse market, economic,
regulatory or political conditions may exist for as long as six months and, in some cases, much longer.
Short
sales are transactions in which the Fund sells a security or other instrument that it does not own but can borrow in the market.
Short selling allows the Fund to profit from a decline in market price to the extent such decline exceeds the transaction costs
and the costs of borrowing the securities and to obtain a low cost means of financing long investments that the Adviser believes
are attractive. If a security sold short increases in price, the Fund may have to cover its short position at a higher price than
the short sale price, resulting in a loss. The Fund is permitted to have substantial short positions and must borrow those securities
to make delivery to the buyer under the short sale transaction. The Fund may not be able to borrow a security that it needs to
deliver or it may not be able to close out a short position at an acceptable price and may have to sell related long positions
earlier than it had expected. Thus, the Fund may not be able to successfully implement its short sale strategy due to limited
availability of desired securities or for other reasons. Also, there is the risk that the counterparty to a short sale may fail
to honor its contractual terms, causing a loss to the Fund.
Generally,
the Fund will have to pay a fee or premium if it borrows securities and will be obligated to repay the lender of the security
any dividends or interest that accrues on the security during the term of the loan. The amount of any gain from a short sale will
be decreased, and the amount of any loss increased, by the amount of such fee, premium, dividends, interest or expense the Fund
pays in connection with the short sale.
Until
the Fund replaces a borrowed security, it may be required to maintain a segregated account of cash or liquid assets with a broker
or custodian to cover the Fund’s short position. Generally, securities held in a segregated account cannot be sold unless
they are replaced with other liquid assets. The Fund’s ability to access the pledged collateral may also be impaired in
the event the broker becomes bankrupt insolvent or otherwise fails to comply with the terms of the contract. In such instances
the Fund may not be able to substitute or sell the pledged collateral and may experience significant delays in obtaining any recovery
in a bankruptcy or other reorganization proceeding. The Fund may obtain only a limited recovery or may obtain no recovery in these
circumstances. Additionally, the Fund must maintain sufficient liquid assets (less any additional collateral pledged to the broker),
marked-to-market daily, to cover the borrowed securities obligations. This may limit the Fund’s investment flexibility,
as well as its ability to meet other current obligations.
December
31, 2020 (Unaudited)
Because
losses on short sales arise from increases in the value of the security sold short, such losses are theoretically unlimited. By
contrast, a loss on a long position arises from decreases in the value of the security and is limited by the fact that a security’s
value cannot decrease below zero. The Adviser’s use of short sales in combination with long positions in the Fund’s
portfolio in an attempt to improve performance or reduce overall portfolio risk may not be successful and may result in greater
losses or lower positive returns than if the Fund held only long positions. It is possible that the Fund’s long securities
positions will decline in value at the same time that the value of its short securities positions increase, thereby increasing
potential losses to the Fund. In addition, the Fund’s short selling strategies will limit its ability to fully benefit from
increases in the fixed- income markets.
By
investing the proceeds received from selling securities short, the Fund could be deemed to be employing a form of leverage, which
creates special risks. The use of leverage may increase the Fund’s exposure to long securities positions and make any change
in the Fund’s NAV greater than it would be without the use of leverage. This could result in increased volatility of returns.
There is no guarantee that any leveraging strategy the Fund employs will be successful during any period in which it is employed.
Finally, regulations imposed by the SEC or other regulatory bodies relating to short selling may restrict the Fund’s ability
to engage in short selling.
Structured
Products Risk
The
Fund may invest up to 10% of its Managed Assets in structured products, consisting of CLOs and credit-linked notes. Holders of
structured products bear risks of the underlying investments, index or reference obligation and are subject to counterparty risk.
The
Fund may have the right to receive payments only from the structured product, and generally does not have direct rights against
the issuer or the entity that sold the assets to be securitized. While certain structured products enable the investor to acquire
interests in a pool of securities without the brokerage and other expenses associated with directly holding the same securities,
investors in structured products generally pay their share of the structured product’s administrative and other expenses.
Although it is difficult to predict whether the prices of indices and securities underlying structured products will rise or fall,
these prices (and, therefore, the prices of structured products) will be influenced by the same types of political and economic
events that affect issuers of securities and capital markets generally. If the issuer of a structured product uses shorter term
financing to purchase longer term securities, the issuer may be forced to sell its securities at below market prices if it experiences
difficulty in obtaining short-term financing, which may adversely affect the value of the structured products owned by the Fund.
Certain
structured products may be thinly traded or have a limited trading market. CLOs and credit-linked notes are typically privately
offered and sold. As a result, investments in CLOs and credit-linked notes may be characterized by the Fund as illiquid securities.
In addition to the general risks associated with debt securities discussed herein, CLOs carry additional risks, including, but
not limited to: (i) the possibility that distributions from collateral securities will not be adequate to make interest or other
payments; (ii) the quality of the collateral may decline in value or default; (iii) the possibility that the investments in CLOs
are subordinate to other classes or tranches thereof; and (iv) the complex structure of the security may not be fully understood
at the time of investment and may produce disputes with the issuer or unexpected investment results.
Liquidity
Risk
The
Fund may invest up to 25% of its Managed Assets in securities that, at the time of investment, are illiquid (determined using
the SEC’s standard applicable to registered investment companies, i.e., securities that the Fund reasonably expects cannot
be sold or disposed of in current market conditions in seven calendar days or less without the sale or disposition significantly
changing the market value of the securities). The Fund may also invest in restricted securities. Investments in restricted securities
could have the effect of increasing the amount of the Fund’s assets invested in illiquid securities if qualified institutional
buyers are unwilling to purchase these securities.
Illiquid
and restricted securities may be difficult to dispose of at a fair price at the times when the Fund believes it is desirable to
do so. The market price of illiquid and restricted securities generally is more volatile than that of more liquid securities,
which may adversely affect the price that the Fund pays for or recovers upon the sale of such securities. Illiquid and restricted
securities are also more difficult to value, especially in challenging markets. The Adviser’s judgment may play a greater
role in the valuation process. Investment of the Fund’s assets in illiquid and restricted securities may restrict the Fund’s
ability to take advantage of market opportunities. In order to dispose of an unregistered security, the Fund, where it has contractual
rights to do so, may have to cause such security to be registered. A considerable period may elapse between the time the decision
is made to sell the security and the time the security is registered, thereby enabling the Fund to sell it. Contractual restrictions
on the resale of securities vary in length and scope and are generally the result of a negotiation between the issuer and acquiror
of the securities. In either case, the Fund would bear market risks during that period.
Some
loans and fixed-income instruments are not readily marketable and may be subject to restrictions on resale. Loans and fixed-income
instruments may not be listed on any national securities exchange and no active trading market may exist for certain of the loans
and fixed-income instruments in which the Fund will invest. Where a secondary market exists, the market for some loans and fixed-income
instruments may be subject to irregular trading activity, wide bid/ask spreads and extended trade settlement periods.
December
31, 2020 (Unaudited)
Leverage
Risk
The
Fund incurs leverage as part of its investment strategy. All costs and expenses related to any form of leverage used by the Fund
are borne entirely by common shareholders. Certain forms of effective leverage used by the Fund, such as leverage incurred in
securities lending, swap contract arrangements, other derivative transactions or short selling, may not be considered senior securities
under the 1940 Act, but will be considered leverage for the Fund’s leverage limits. The Fund’s use of these forms
of effective leverage will not exceed 30% of its net assets. The Fund uses borrowings. Furthermore, the Fund adds leverage to
its portfolio through the issuance of preferred shares. The Fund’s total use of leverage and short sales exposure, either
through traditional leverage programs or through securities lending, total swap contract arrangements, other derivative transactions
or short selling (including the market value of securities the Fund is obligated to repay through short sales even in transactions
that do not result in leverage), will not exceed 40% of the Fund’s Managed Assets (67% of the Fund’s net assets).
With respect to its short positions in securities and certain of its derivative positions, the Fund may maintain an amount of
cash or liquid securities in a segregated account equal to the face value of those positions.
The
Fund may also offset derivative positions against one another or against other assets to manage the effective market exposure
resulting from derivatives in its portfolio. To the extent that the Fund does not segregate liquid assets or otherwise cover its
obligations under such transactions, such transactions will be treated as borrowings for purposes of the requirement under the
1940 Act that the Fund may not enter into any such transactions if the Fund’s borrowings would thereby exceed 33 1/3% of
its Managed Assets. In addition, to the extent that any offsetting positions do not behave in relation to one another as expected,
the Fund may perform as if it were leveraged. The Fund’s use of leverage could create the opportunity for a higher return
for common shareholders but would also result in special risks for common shareholders and can magnify the effect of any losses.
If the income and gains earned on the securities and investments purchased with leverage proceeds are greater than the cost of
the leverage, the return on the common shares will be greater than if leverage had not been used. Conversely, if the income and
gains from the securities and investments purchased with such proceeds do not cover the cost of leverage, the return on the common
shares will be less than if leverage had not been used. There is no assurance that a leveraging strategy will be successful. Leverage
involves risks and special considerations for common shareholders including:
The
Fund may continue to use leverage if the benefits to the Fund’s shareholders of maintaining the leveraged position are believed
to outweigh any current reduced return.
Foreign
Currency Risk
Because
the Fund may invest up to 20% of its Managed Assets in securities or other instruments denominated or quoted in currencies other
than the U.S. dollar, changes in foreign currency exchange rates may affect the value of instruments held by the Fund and the
unrealized appreciation or depreciation of investments. Currencies of certain countries may be volatile and therefore may affect
the value of instruments denominated in such currencies, which means that the Fund’s NAV could decline as a result of changes
in the exchange rates between foreign currencies and the U.S. dollar. The Adviser may, but is not required to, seek to protect
the Fund from changes in currency exchange rates through hedging transactions depending on market conditions. The Fund may incur
costs in connection with the conversions between various currencies. In addition, certain countries may impose foreign currency
exchange controls or other restrictions on the repatriation, transferability or convertibility of currency.
December
31, 2020 (Unaudited)
BGB
Derivatives
Risk
Under
normal market conditions, the use of derivatives by the Fund will not exceed 30% of the Fund's Managed Assets. The Fund may enter
into derivatives for investment, hedging or leverage purposes. The Fund's derivative investments have risks, including:
Credit-Linked
Notes Risk
The
Fund may invest up to 10% of its Managed Assets in credit-linked notes. Holders of credit-linked notes bear risks of the underlying
investments, index or reference obligation and are subject to counterparty risk.
Credit-linked
notes are structured products used to transfer credit risk. The performance of the notes is linked to the performance of an underlying
reference obligation or reference portfolio ("reference entities"). The notes are usually issued by a special purpose
vehicle ("SPV") that sells credit protection through a credit default swap transaction in return for a premium and an
obligation to pay the transaction sponsor should a reference entity experience a certain credit event or events, such as bankruptcy.
The SPV invests the proceeds from the notes to cover its contingent payment obligation. Revenue from the investments and the money
received as premium are used to pay interest to note holders. The main risk of credit-linked notes is the risk of the reference
entity experiencing a credit event that triggers the contingent payment obligation. Should such an event occur, the SPV would
have to pay the transaction sponsor and payments to the note holders would be subordinated.
The
Fund may have the right to receive payments only from the SPV and generally does not have direct rights against the issuer or
the entity that sold the assets to be securitized. While certain credit-linked notes enable the investor to acquire interests
in a pool of securities without the brokerage and other expenses associated with directly holding the same securities, investors
in credit-linked notes generally pay their share of the SPV's administrative and other expenses. Although it is difficult to predict
whether the prices of indices and securities underlying credit-linked notes will rise or fall, these prices (and, therefore, the
prices of credit-linked notes) will be influenced by the same types of political and economic events that affect issuers of securities
and capital markets generally. If the SPV of a credit-linked note uses shorter term financing to purchase longer term securities,
the SPV may be forced to sell its securities at below market prices if it experiences difficulty in obtaining short-term financing,
which may adversely affect the value of the credit-linked notes owned by the Fund.
Certain
credit-linked notes may be thinly traded or have a limited trading market. Credit-linked notes are typically privately offered
and sold. As a result, investments in credit-linked notes may be characterized by the Fund as illiquid securities.
Counterparty
Risk
If
a counterparty becomes bankrupt or otherwise fails to perform its obligations under a derivative contract due to financial difficulties,
the Fund may experience significant delays in obtaining any recovery under the derivative contract in a bankruptcy or other reorganization
proceeding. In addition, in the event of the insolvency of a counterparty to a derivative transaction, the derivative contract
would typically be terminated at its fair market value. If the Fund is owed this fair market value in the termination of the derivative
contract and its claim is unsecured, the Fund will be treated as a general creditor of such counterparty, and will not have any
claim with respect to the underlying security.
Leverage
Risk
The
derivative investments in which the Fund may invest will give rise to forms of financial leverage, which may magnify the risk
of owning such instruments.
Illiquidity
Risk
Certain
derivative instruments may be difficult or impossible to sell at the time that the Fund would like or at the price that the Fund
believes the derivative is currently worth.
Correlation
Risk
Imperfect
correlation between the value of derivative instruments and the underlying assets of the Fund creates the possibility that the
loss on such instruments may be greater than the gain in the value of the underlying assets in the Fund's portfolio.
Derivative
instruments are also subject to the risk of the loss of principal. Furthermore, the ability to successfully use derivative investments
depends on the ability of the Adviser to predict pertinent market movements, which cannot be assured. Thus, the use of derivative
investments may result in losses greater than if they had not been used, may require the Fund to sell or purchase portfolio securities
at inopportune times or for prices below or above the current market values, may limit the amount of appreciation the Fund can
realize on an investment or may cause the Fund to hold a security that it might otherwise want to sell. In addition, there may
be situations in which the Adviser elects not to use derivative investments that result in losses greater than if they had been
used. Amounts paid by the Fund as premiums and cash or other assets held in margin accounts with respect to the Fund's derivative
investments would not be available to the Fund for other investment purposes, which may result in lost opportunities for gain.
December
31, 2020 (Unaudited)
Implementation
of the provisions of the Dodd-Frank Act will likely impact the use of derivatives by entities, which may include the Fund, and
is intended to improve the existing regulatory framework by closing the regulatory gaps and eliminating the speculative trading
practices that contributed to the 2008 financial market crisis. The legislation is designed to impose stringent regulation on
the over-the-counter derivatives market in an attempt to increase transparency and accountability by, among other things, requiring
many derivative transactions to be cleared and traded on an exchange, expanding entity registration requirements, imposing business
conduct requirements on dealers and requiring banks to move some derivatives trading units to a non-guaranteed affiliate separate
from the deposit-taking bank or divest them altogether. While many provisions of the Dodd-Frank Act must be implemented through
future rulemaking, and any regulatory or legislative activity may not necessarily have a direct, immediate effect upon the Fund,
it is possible that, upon the effectiveness of these rules, they could potentially limit or completely restrict the ability of
the Fund to use these instruments as a part of its investment strategy, increase the costs of using these instruments or make
them less effective. Limits or restrictions applicable to the counterparties with which the Fund engages in derivative transactions
could also prevent the Fund from using these instruments or affect the pricing or other factors relating to these instruments,
or may change availability of certain investments.
In
October 2020, the SEC adopted a new rule that changes the regulatory framework around the use of derivatives by registered investment
companies, such as the Fund. The new rule, which will go into effect on February 21, 2021 with a compliance date 18 months thereafter,
will require registered investment companies to adopt a written policies and procedures reasonably designed to manage the Fund’s
derivatives risks. In the event that the Fund’s derivatives exposure exceeds 10% of its net assets, the Fund will be required
to adopt a written derivatives risk management program and comply with a value-at-risk based limit on leverage risk. The Board
of Trustees will have an oversight role in ensuring these new requirements are being taken into account and, if required, will
appoint a derivatives risk manager to handle the day-to-day responsibilities of the derivatives risk program.
Senior
Secured Loans Risk
As
part of its investments in corporate fixed income instruments, the Fund may invest in fixed, variable and floating rate Senior
Secured Loans arranged through private negotiations between a Borrower and one or more financial institutions. In certain market
conditions, the Fund may predominantly invest in Senior Secured Loans. Senior Secured Loans hold senior positions in the capital
structure of a business entity, are secured with specific collateral and have a claim on the assets and/or stock of the Borrower
that is senior to that held by unsecured creditors, subordinated debt holders and stockholders of the Borrower. The Senior Secured
Loans the Fund will invest in are usually rated below investment grade or may also be unrated. Although Senior Secured Loans are
senior and secured in contrast to other below investment grade instruments, which are often subordinated or unsecured, the risks
associated with Senior Secured Loans are similar to the risks of below investment grade instruments. Additionally, if a Borrower
under a Senior Secured Loan defaults, becomes insolvent or goes into bankruptcy, the Fund may recover only a fraction of what
is owed on the Senior Secured Loan or nothing at all. Senior Secured Loans are subject to a number of risks described elsewhere
in this prospectus, including credit risk, liquidity risk and below investment grade instruments risk.
Although
the Senior Secured Loans in which the Fund will invest will be secured by collateral, there can be no assurance that such collateral
can be readily liquidated or that the liquidation of such collateral would satisfy the Borrower's obligation in the event of non-payment
of scheduled interest or principal.
In
the event of the bankruptcy or insolvency of a Borrower, the Fund could experience delays or limitations with respect to its ability
to realize the benefits of the collateral securing a Senior Secured Loan. In the event of a decline in the value of the already
pledged collateral, if the terms of a Senior Secured Loan do not require the Borrower to pledge additional collateral, the Fund
will be exposed to the risk that the value of the collateral will not at all times equal or exceed the amount of the Borrower's
obligations under the Senior Secured Loan. To the extent that a Senior Secured Loan is collateralized by stock in the Borrower
or its subsidiaries, such stock may lose some or all of its value in the event of the bankruptcy or insolvency of the Borrower.
Senior Secured Loans that are under-collateralized involve a greater risk of loss.
In
general, the secondary trading market for Senior Secured Loans is not fully-developed. No active trading market may exist for
certain Senior Secured Loans, which may make it difficult to value them. Illiquidity and adverse market conditions may mean that
the Fund may not be able to sell certain Senior Secured Loans quickly or at a fair price. To the extent that a secondary market
does exist for certain Senior Secured Loans, the market for them may be subject to irregular trading activity, wide bid/ask spreads
and extended trade settlement periods.
Some
Senior Secured Loans are subject to the risk that a court, pursuant to fraudulent conveyance or other similar laws, could subordinate
the Senior Secured Loans to presently existing or future indebtedness of the Borrower or take other action detrimental to lenders,
including the Fund. Such court action could under certain circumstances include invalidation of Senior Secured Loans.
December
31, 2020 (Unaudited)
If
legislation or state or federal regulations impose additional requirements or restrictions on the ability of financial institutions
to make Senior Secured Loans, the availability of Senior Secured Loans for investment by the Fund may be adversely affected. In
addition, such requirements or restrictions could reduce or eliminate sources of financing for certain Borrowers. This would increase
the risk of default.
If
legislation or federal or state regulations require financial institutions to increase their capital requirements this may cause
financial institutions to dispose of Senior Secured Loans that are considered highly levered transactions. Such sales could result
in prices that, in the opinion of the Adviser, do not represent fair value. If the Fund attempts to sell a Senior Secured Loan
at a time when a financial institution is engaging in such a sale, the price the Fund could get for the Senior Secured Loan may
be adversely affected.
The
Fund will typically acquire Senior Secured Loans through assignments. The purchaser of an assignment typically succeeds to all
the rights and obligations of the assigning institution and becomes a lender under the credit agreement with respect to the debt
obligation; however, the purchaser's rights can be more restricted than those of the assigning institution, and the Fund may not
be able to unilaterally enforce all rights and remedies under the Senior Secured Loan and with regard to any associated collateral.
The
Fund may, but will not typically, invest in a Senior Secured Loan through a participation. A participation typically results in
a contractual relationship only with the institution selling the participation interest, not with the Borrower. Sellers of participations
typically include banks, broker- dealers, other financial institutions and lending institutions. Certain participation agreements
also include the option to convert the participation in the loan to a full assignment of the loan under agreed upon circumstances.
The Adviser has adopted best execution procedures and guidelines to seek to mitigate credit and counterparty risk in the atypical
situation when the Fund must acquire a Senior Secured Loan through a participation. In purchasing participations, the Fund generally
will have no direct right to enforce compliance by the Borrower with the terms of the loan agreement against the Borrower, and
the Fund may not directly benefit from the collateral supporting the debt obligation in which it has purchased the participation.
As a result, the Fund will be exposed to the credit risk of both the Borrower and the institution selling the participation.
Segregation
and Coverage Risks
Certain
portfolio management techniques, such as, among other things, entering into swap agreements, using reverse repurchase agreements,
futures contracts or other derivative transactions, may be considered senior securities under the 1940 Act unless steps are taken
to segregate the Fund's assets or otherwise cover its obligations. To avoid having these instruments considered senior securities,
in some cases the Fund may segregate liquid assets with a value equal (on a daily mark-to-market basis) to its obligations under
these types of leveraged transactions, enter into offsetting transactions or otherwise cover such transactions. In cases where
the Fund does not cover such leveraged transactions, such instruments may be considered senior securities and the Fund's use of
such leveraged transactions will be required to comply with the restrictions on senior securities under the 1940 Act. The Fund
may be unable to use segregated assets for certain other purposes, which could result in the Fund earning a lower return on its
portfolio than it might otherwise earn if it did not have to segregate those assets in respect of or otherwise cover such portfolio
positions. To the extent the Fund's assets are segregated or committed as cover, it could limit the Fund's investment flexibility.
Segregating assets and covering positions will not limit or offset losses on related positions.
Liquidity
Risk
The
Fund may invest up to 20% of its Managed Assets in instruments that, at the time of investment, are illiquid (determined using
the SEC’s standard applicable to registered investment companies, i.e., instruments that cannot be disposed of by the Fund
within seven days in the ordinary course of business at approximately the amount at which the Fund has valued the securities).
The Fund may also invest, without limit, in restricted securities, which could have the effect of increasing the amount of the
Fund’s assets invested in illiquid securities if qualified institutional buyers are unwilling to purchase these securities.
Illiquid
and restricted securities may be difficult to dispose of at a fair price at the times when the Fund believes it is desirable to
do so. The market price of illiquid and restricted securities generally is more volatile than that of more liquid securities,
which may adversely affect the price that the Fund pays for or recovers upon the sale of such securities. Illiquid and restricted
securities are also more difficult to value, especially in challenging markets. The Adviser’s judgment may play a greater
role in the valuation process. Investment of the Fund’s assets in illiquid and restricted securities may restrict the Fund’s
ability to take advantage of market opportunities. In order to dispose of an unregistered security, the Fund, where it has contractual
rights to do so, may have to cause such security to be registered. A considerable period may elapse between the time the decision
is made to sell the security and the time the security is registered, thereby enabling the Fund to sell it. Contractual restrictions
on the resale of securities vary in length and scope and are generally the result of a negotiation between the issuer and acquiror
of the securities. In either case, the Fund would bear market risks during that period.
Leverage
Risk
The
Fund anticipates incurring leverage as part of its investment strategy. All costs and expenses related to any form of leverage
used by the Fund will be borne entirely by the common shareholders. The Fund’s total leverage, either through traditional
leverage or effective leverage, will not exceed 40% of the Fund’s Managed Assets.
The
Fund’s use of leverage could create the opportunity for a higher return for common shareholders but would also result in
special risks for common shareholders and can magnify the effect of any losses. If the income and gains earned on the securities
and investments purchased with leverage proceeds are greater than the cost of the leverage, the return on the common shares will
be greater than if leverage had not been used. Conversely, if the income and gains from the securities and investments purchased
with such proceeds do not cover the cost of leverage, the return on the common shares will be less than if leverage had not been
used. There is no assurance that a leveraging strategy will be successful. Leverage involves risks and special considerations
compared to a comparable portfolio without leverage including:
The
Fund may continue to use leverage if the benefits to the common shareholders of maintaining the leveraged position are believed
to outweigh any current reduced return, but expects to reduce, modify or cease its leverage if it is believed the costs of the
leverage will exceed the return provided from the investments made with the proceeds of the leverage.
Foreign
Currency Risk
Because
the Fund may invest in securities or other instruments denominated or quoted in currencies other than the U.S. dollar, changes
in foreign currency exchange rates may affect the value of instruments held by the Fund and the unrealized appreciation or depreciation
of investments. Currencies of certain countries may be volatile and therefore may affect the value of instruments denominated in
such currencies, which means that NAV could decline as a result of changes in the exchange rates between foreign currencies and
the U.S. dollar. The Fund may incur costs in connection with the conversions between various currencies. In addition, certain
countries may impose foreign currency exchange controls or other restrictions on the repatriation, transferability or convertibility
of currency.
Non-Diversification
Risk
The
Fund is classified as "non-diversified" under the 1940 Act. As a result, it can invest a greater portion of its assets
in obligations of a single issuer than a "diversified" fund. The Fund may therefore be more susceptible than a diversified
fund to being adversely affected by any single corporate, economic, political or regulatory occurrence. The Fund intends to qualify
for the special tax treatment available to "regulated investment companies" under Subchapter M of the Internal Revenue
Code of 1986, as amended (the "Code"), and thus intends to satisfy the diversification requirements of Subchapter M,
including its less stringent diversification requirements that apply to the percentage of the Fund's total assets that are represented
by cash and cash items (including receivables), U.S. government securities, the securities of other regulated investment companies
and certain other securities.
PORTFOLIO
MANAGER INFORMATION
Robert
Post was added as a portfolio manager for the Funds on August 3, 2020.
Robert
Post is a Principal and Portfolio Manager of the US leveraged loan and high yield strategies in Blackstone Credit’s LCS
unit. Prior to joining Blackstone Credit in 2017, Mr. Post was a Junior Portfolio Manager at BlackRock, where his responsibilities
included various leveraged loan and high yield mandates. Previously, Mr. Post was an Analyst at BMO Capital Markets, where he
was involved with the ongoing monitoring and structuring of leveraged finance transactions. Mr. Post began his career at MetLife
Investments as a credit analyst focused on corporate bonds. Mr. Post received a B.A. in Economics with a concentration in Financial
Markets from Colby College.
FUND
ORGANIZATIONAL STRUCTURE
Since
the prior disclosure date, there have been no changes in the Fund’s charter or by-laws that would delay or prevent a change
of control of the Fund.
The
purpose of the following table and example is to help you understand all fees and expenses common shareholders would bear directly
or indirectly. The table below is based on the capital structure of the Funds as of December 31, 2020 (except as noted below).
Example
As
required by the relevant SEC regulations, the following example illustrates the expenses that you would pay on a $1,000 investment
in each Funds' Common Shares assuming (i) total annual expenses of 2.75%, 3.08% and 3.15% for BSL, BGX and BGB, respectively of
net assets attributable to each Funds' Common Shares, (ii) a 5% annual return and (iii) reinvestment of all dividends and distributions
at NAV:
The
example should not be considered a representation of future expenses. Actual expenses may be greater or less than those assumed.
The example assumes that the estimated “Other expenses” set forth in the Annual Expenses table are accurate, and
that all dividends and distributions are reinvested at NAV. Moreover, the Funds’ actual rate of return may be greater or
less than the hypothetical 5% return shown in the example.
The
table below sets forth the senior securities outstanding as of the end of each Funds’ fiscal years or period ended 2011,
2012, 2013, 2014, 2015, 2016, 2017, 2018, 2019 and 2020.
Blackstone
Senior Floating Rate Term Fund
Blackstone
Long-Short Credit Income Fund
Blackstone
Strategic Credit Fund
The
Funds’ Common Shares are listed on the the New York Stock Exchange and trade under the tickers and commenced trading as
shown below.
Our
Common Shares have traded both at a premium and at a discount in relation to the Funds’ NAV per share. We cannot predict
whether our Common Shares will trade at a premium or discount to NAV in the future. Our issuance of additional Common Shares may
have an adverse effect on prices in the secondary market for our Common Shares by increasing the number of Common Shares available,
which may create downward pressure on the market price for our Common Shares.
The
following tables set forth for each of the periods indicated the range of high and low closing sale price of our Common Shares
and the quarter-end sale price, each as reported on the Exchange, the NAV per share of Common Shares and the premium or discount
to NAV per share at which our Common Shares were trading. NAV is generally determined on each business day that the Exchange is
open for business. See “Net Asset Value” for information as to the determination of our NAV.
Blackstone
Senior Floating Rate Term Fund
Blackstone
Long-Short Credit Income Fund
Blackstone
Strategic Credit Fund
This
privacy policy sets forth the Adviser’s policies with respect to nonpublic personal information of individual investors,
shareholders, prospective investors and former investors of investment funds managed by the Adviser. These policies apply to individuals
only and are subject to change.
The
types of personal information we collect and share depend on the product or service you have with us.
A
formal agreement between nonaffiliated financial companies that together market financial products or services to you.
• Our
joint marketing partners include financial services companies.
INVESTOR
DATA PRIVACY NOTICE
1. Why
are you seeing this notice?
Please
read the information below carefully. It explains how and why Personal Data is processed by us.
2. Who
is providing this notice?
Blackstone
is committed to protecting and respecting your privacy. Blackstone is a global financial services firm with offices, operations
and entities globally, including as described at this link: https://www.blackstone.com/privacy#appendixA.
When
you provide us with your Personal Data, each Fund Party that decides how and why Personal Data is processed acts as a "data
controller". In simple terms, this means that the Fund Party makes certain decisions on how to use and protect your Personal
Data – but only to the extent that we have informed you about the use or are otherwise permitted by law.
Where
your Personal Data is processed by an entity controlled by, or under common control with, the Blackstone entity/ies managing a
Fund for its own purposes, this entity will also be a data controller.
3. What
Personal Data do we collect about you?
The
types of Personal Data we collect and share depends on the product or service you have with us and the nature of your investment.
The
Personal Data collected about you will help us to provide you with a better service and facilitate our business relationship.
We
may combine Personal Data that you provide to us with Personal Data that we collect from, or about you from other sources, in
some circumstances. This will include Personal Data collected in an online or offline context.
As
a result of our relationship with you as an investor, in the past 12 months we may have collected Personal Data concerning you
in the following categories:
4. Where
do we obtain your Personal Data?
We
collect, and have collected, Personal Data about you from a number of sources, including from you directly:
5. Why
do we process your Personal Data?
We
may process or disclose your Personal Data for the following reasons:
Monitoring
as described at (3) above
We
monitor communications where the law requires us to do so. We will also monitor where we are required to do so to comply with
our regulatory rules and practices and, where we are permitted to do so, to protect our business and the security of our systems.
6. Who
we share your Personal Data with
Your
Personal Data will be shared with:
In
exceptional circumstances, we will share your Personal Data with:
• competent
regulatory, prosecuting and other governmental agencies or litigation counterparties, in any country or territory; and
For
California residents, in the preceding 12 months, we may have disclosed Personal Data listed in any of the categories in
section 3 above for a business purpose (in particular, as described in this section).
We
have not sold Personal Data in the 12 months preceding the date of this Data Privacy Notice.
7. Do
you have to provide us with this Personal Data?
Where
we collect Personal Data from you, we will indicate if:
•
provision of the Personal Data is necessary for our compliance with a legal obligation; or
• it
is purely voluntary and there are no implications for you if you do not wish to provide us with it.
Unless
otherwise indicated, you should assume that we require the Personal Data for business and/or compliance purposes.
Some
of the Personal Data we request is necessary for us to perform our contract with you and if you do not wish to provide us with
this Personal Data, it will affect our ability to provide our services to you and manage your investment.
8. Sending
your Personal Data internationally
We
will transfer your Personal Data between different countries to affiliates and our group members, Fund management, members of
the Fund's partnership, transaction counterparties, and third party service providers. These countries may not have similarly
strict data protection and privacy laws, and will include those countries in which our affiliates and service providers
operate (for example, transfers from the UK/EEA, Cayman Islands, Australia, Hong Kong, Japan or Singapore to a jurisdiction outside
of such territory).
Where
we transfer Personal Data to other members of our group, our service providers or another third party recipient from one country
to another, we will ensure that our arrangements with them are governed by data transfer agreements or appropriate safeguards,
designed to ensure that your Personal Data is protected as required under applicable data protection law (including, where appropriate,
under an agreement on terms approved for this purpose by the European Commission or by obtaining your consent).
Please
contact us if you would like to know more about these agreements or receive a copy of them. Please see below for our contact details.
9. Consent
– and your right to withdraw it
Except
as may otherwise be required by local law, we do not generally rely on obtaining your consent to process your Personal Data. In
particular, we do not generally rely on obtaining your consent where our processing of your personal data is subject only to the
data protection laws of the UK/EEA (in these circumstances we will usually rely on another legal basis more appropriate in the
circumstances, including those set out in section 5 above). If we do rely on consent for processing of your Personal Data, you
have the right to withdraw this consent at any time. Please contact us or send us an email at PrivacyQueries@Blackstone.com at
any time if you wish to do so.
Where
required by applicable law, we will obtain your consent for the processing of your Personal Data for direct marketing purposes.
If you do receive direct marketing communications from us (for example, by post, email, fax or telephone), you may opt-out by
clicking the link in the relevant communication, completing the forms provided to you (where relevant), or by contacting us (see
13 below).
10.
Retention and deletion of your Personal Data
We
keep your Personal Data for as long as it is required by us for our legitimate business purposes, to perform our contractual obligations,
or where longer, such longer period as is required or permitted by law or regulatory obligations which apply to us. We will generally:
•
retain
Personal Data about you throughout the life cycle of any investment you are involved in; and
•
retain some Personal Data after your
relationship with us ends.
As
a general principle, we do not retain your Personal Data for longer than we need it.
We
will usually delete your Personal Data (at the latest after you) cease to be an investor in any fund and there is no longer any
legal or regulatory requirement, or business purpose, for retaining your Personal Data.
11.
Your rights
You
may, subject to certain limitations, have data protection rights depending on the data protection laws that apply to our processing
of your Personal Data, including the right to:
You
also have the right in some circumstances to request us to "port" your Personal Data in a portable, re-usable format
to other organisations (where this is possible).
California
residents may also request certain information about our disclosure of Personal Data during the prior year, including category
information (as defined above).
We
review and verify requests to protect your Personal Data, and will action data protection requests fairly and in accordance with
applicable data protection laws and principles.
If
you wish to exercise any of these rights, please contact us (details below).
12.
Concerns or queries
We
take your concerns very seriously. We encourage you to bring it to our attention if you have any concerns about our processing
your Personal Data. This Data Privacy Notice was drafted with simplicity and clarity in mind. We are, of course, happy to provide
any further information or explanation needed. Our contact details are below.
Please
also contact us via any of the below methods if you have a disability and require an alternative format of this notice.
If
you want to make a complaint, you can also contact the body regulating data protection in your country, where you live or work,
or the location where the data protection issue arose. In particular:
A
list of the EU data protection authorities and contact details is available by clicking this link: http://ec.europa.eu/newsroom/article29/item-detail.cfm?item_id=612080
13.
Contact us
Please
contact us if you have any questions about this Data Privacy Notice or the Personal Data we hold about you.
Contact
us by email or access our web form by emailing PrivacyQueries@Blackstone.com.
Contact
us in writing using this address:
A
list of country-specific addresses and contacts for locations where we operate is available at https://www.blackstone.com/privacy#appendixA.
14.
Changes to this Data Privacy Notice
We
keep this Data Privacy Notice under regular review. Please check regularly for any updates at our investor portal (www.bxaccess.com).
This
Data Privacy Notice was last updated in July 2020.
The
overall managment of the business and affairs of the Funds, including oversight of the Adviser, is vested in the Board. The Board
is classified into three classes—Class I, Class II and Class III—as nearly equal in number as reasonably possible,
with the Trustees in each class to hold office until their successors are elected and qualified. At each succeeding annual meeting
of shareholders, the successors to the class of Trustees whose terms expire at that meeting shall be elected to hold office for
terms expiring at the later of the annual meeting of shareholders held in the third year following the year of their election
or the election and qualification of their successors. The Funds’ executive officers were appointed by the Board to hold
office until removed or replaced by the Board or until their respective successors are duly elected and qualified.
Below
is a list of the Trustees and officers of the Funds and their present positions and principal occupations during the past five
years. The business address of the Funds, the Adviser, the Trustees and the Funds’ officers is 345 Park Avenue, 31st Floor,
New York, NY 10154, unless specified otherwise below.
Edward
H. D'Alelio Birth Year: 1952
Lead
Independent Trustee and member of Audit and Nominating and Governance Committees
Trustee
Since:
BSL: April 2010
Mr.
D'Alelio was formerly a Managing Director and CIO for Fixed Income at Putnam Investments,
Boston where he retired in 2002. He currently is an Executive in Residence with the School
of Management, Univ. of Mass Boston.
Owl
Rock Capital Corp. business development companies (“BDCs”) (3 portfolios
overseen in Fund Complex)
Michael
F. Holland Birth Year: 1944
Trustee
and member of Audit and Nominating and Governance Committees
Trustee
Since:
BSL: April 2010
Term
Expires:
Mr.
Holland is the Chairman of Holland & Company, a private investment firm he founded
in 1995. He is also President and Founder of the Holland Balanced Fund.
State
Street Master Funds; Reaves Utility Income Fund; The China Fund, Inc. (until 2019); The
Taiwan Fund (until 2017)
Thomas
W. Jasper Birth Year: 1948
Trustee,
Chairman of Audit Committee and member of Nominating and Governance Committee
Trustee
Since:
Term
Expires:
Ciner
Resources LP (master limited partnership)
Gary S. Schpero Birth
Year: 1953
Trustee,
Chairman of Nominating and Governance Committee and member of Audit Committee
Trustee
Since:
BSL: May 2012
Term
Expires:
BSL: 2021
Mr. Schpero is retired.
Prior to January 2000, he was a partner at the law firm of Simpson Thacher & Bartlett LLP where he served as managing
partner of the Investment Management and Investment Company Practice Group.
EQ
Premier VIP Trust; EQ Advisors Trust; 1290 Funds
Trustee
Since:
BSL:
April 2010
Term
Expires:
BSL: 2022
BGX: 2022
Mr.
Smith is a Senior Managing Director of Blackstone Credit and is Head of Blackstone Liquid Credit Strategies LLC. He joined
Blackstone Credit from the Royal Bank of Canada in July 2005 where he was a Managing Partner and Co-head of RBC Capital
Market's Alternative Investments Unit.
Officer
Since:
Officer
Since:
Officer
Since:
Officer
Since:
Officer
Since:
(b) Not applicable.
Table
of Contents
Manager Commentary
2
Fund Summary
3
Portfolio of Investments
9
Statements of Assets and Liabilities
50
Statements
of Operations
51
Statements of Changes in Net Assets
52
Statements of Cash Flows
53
Financial Highlights
54
Notes to Financial Statements
59
Report of Independent Registered Public Accounting
Firm
76
Summary of Dividend Reinvestment Plan
77
Additional Information
78
Summary of Updated Information Regarding the
Funds
79
Summary of Fund Expenses
107
Senior Securities
108
Market and Net Asset Value Information
110
Privacy Procedures
112
Trustees & Officers
122
Blackstone Credit Funds
Manager
Commentary
December
31, 2020 (Unaudited)
Total Year-to-Date Returns
through December 31, 2020
US Loans
(S&P/LSTA Leveraged Loan Index)
3.12%
US
High Yield Bonds (Bloomberg Barclays U.S. High Yield Index)
7.11%
3-month
Treasury Bills (Bloomberg Barclays U.S. Treasury Bellwethers: 3 Month)
0.58%
10-Year
Treasuries (Bloomberg Barclays U.S. Treasury Bellwethers: 10 Year)
7.09%
US
Aggregate Bonds (Bloomberg Barclays U.S. Aggregate Index)
7.51%
US
Investment Grade Bonds (Bloomberg Barclays U.S. Corporate Investment Grade Index)
9.89%
Emerging
Markets (Bloomberg Barclays EM USD Aggregate Index)
6.52%
US
Large Cap Equities (S&P 500® Index)
18.40%
1
Bloomberg
Barclays US Aggregate Bond Index, as of December 31, 2020.
2
www.blackstone-credit.com
Blackstone
Senior Floating Rate Term Fund
Fund
Summary
December
31, 2020 (Unaudited)
1
Average
discounts per Morningstar.
2
Industries
per S&P classifications.
Annual
Report | December 31, 2020
3
Blackstone Senior Floating
Rate Term Fund
Fund Summary
December
31, 2020 (Unaudited)
*
Numbers
may not sum to 100.00% due to rounding. The Fund’s Cash and Other represents net
cash and other assets and liabilities, which includes amounts payable for investments
purchased but not yet settled and amounts receivable for investments sold but not yet
settled. At period end, the amounts payable for investments purchased but not yet settled
exceeded the amount of cash on hand. The Fund uses sales proceeds or funds from its leverage
program to settle amounts payable for investments purchased, but such amounts are not
reflected in the Fund’s net cash.
*
For
more information on Moody's ratings and descriptions refer to www.moodys.com.
Portfolio Characteristics
Average
All-In Rate
5.08%
Current
Dividend Yield^
6.24%
Effective
Duration^^
0.42
yr
Average
Position*
0.32%
Leverage*
31.72%
^
Using
current dividend rate of $0.074/share and market price/share as of 12/31/2020.
^^
Loan
durations are based on the actual remaining time until LIBOR is reset for each individual
loan.
*
As
a percentage of Managed Assets.
Top 10 Issuers*
NFP Corp.
1.3%
National
Intergovernmental Purchasing Alliance Co
1.1%
Project
Alpha Intermediate Holding, Inc.
1.0%
Sedgwick
Claims Management Services, Inc.
1.0%
Global
Medical Response, Inc.
0.9%
Envision
Healthcare Corp.
0.9%
GI Revelation
Acquisition LLC
0.9%
BioClinica
Holding I LP
0.9%
Internet
Brands, Inc.
0.8%
Weld
North Education LLC
0.8%
Top
10 Issuer
9.6%
*
As
a percentage of Managed Assets.
Top 5 Industries*^
Business
Equipment & Services
18.8%
Electronics/Electric
18.0%
Healthcare
13.7%
Building
& Development
5.3%
Industrial
Equipment
3.2%
Top
5 Industries
59.0%
*
As
a percentage of Managed Assets.
^
S&P
Industry Classification Schema.
1
Year
3
Year†
5
Year†
10
Year†
Since
Inception†
NAV*
4.86%**
4.86%
7.84%
5.32%
5.62%
Market Price*
-4.48%
0.30%
7.02%
3.99%
4.08%
S&P
LLI
3.12%
4.01%
5.23%
4.32%
4.67%
†
Annualized.
*
NAV
is equal to the total assets attributable to common shareholders less liabilities divided
by the number of common shares outstanding. Market Price is the price at which a share
can currently be traded in the market. Market Price is based on the close price at 4
p.m. ET and does not represent the returns an investor would receive if shares were traded
at other times. Return assumes distributions are reinvested pursuant to the Fund’s
dividend reinvestment plan. Performance data quoted represents past performance and does
not guarantee future results.
**
Excludes
adjustments in accordance with accounting principles generally accepted in the United
States of America and as such, the net asset value and total return for shareholder transactions
reported to the market at period ended December 31, 2020 may differ from the net asset
value for financial reporting purposes.
4
www.blackstone-credit.com
Blackstone Long-Short Credit
Income Fund
Fund Summary
December
31, 2020 (Unaudited)
1
Average
discounts per Morningstar.
2
Industries
per S&P classifications.
Annual
Report | December 31, 2020
5
Blackstone Long-Short Credit
Income Fund
Fund Summary
December
31, 2020 (Unaudited)
*
Numbers
may not sum to 100.00% due to rounding. The Fund’s Cash and Other represents net
cash and other assets and liabilities, which includes amounts payable for investments
purchased but not yet settled and amounts receivable for investments sold but not yet
settled. At period end, the amounts payable for investments purchased but not yet settled
exceeded the amount of cash on hand. The Fund uses sales proceeds or funds from its leverage
program to settle amounts payable for investments purchased, but such amounts are not
reflected in the Fund’s net cash.
*
For
more information on Moody's ratings and descriptions refer to www.moodys.com.
Portfolio Characteristics
Average
All-In Rate
5.27%
Current
Dividend Yield^
7.33%
Effective
Duration^^
0.70
yr
Average
Position*
0.28%
Leverage*
37.90%
^
Using
current dividend rate of $0.082/share and market price/share as of 12/31/2020.
^^
Loan
durations are based on the actual remaining time until LIBOR is reset for each individual
loan.
*
As
a percentage of Managed Assets.
Top 10 Issuers*
NFP Corp.
1.2%
Carestream
Health, Inc.
1.2%
Quest
Software US Holdings, Inc.
1.1%
Weld
North Education LLC
1.0%
AssuredPartners,
Inc.
1.0%
National
Intergovernmental
0.9%
Purchasing
Alliance Company American Renal Holdings, Inc.
0.9%
Hillman
Group, Inc.
0.9%
Sedgwick
Claims Management Services, Inc.
0.9%
Granite
Acquisition, Inc.
0.9%
Top
10 Issuer
10.0%
*
As
a percentage of Managed Assets.
Top 5 Industries*^
Business
Equipment & Services
17.1%
Electronics/Electric
16.6%
Healthcare
14.3%
Building
& Development
5.5%
Telecommunications
3.9%
Top
5 Industries
57.4%
*
As
a percentage of Managed Assets.
^
S&P
Industry Classification Schema.
1
Year
3
Year†
5
Year†
Since
Inception†
NAV*
4.41%**
5.37%
9.10%
5.96%
Market Price*
-5.62%
4.12%
9.60%
4.34%
70%
S&P LLI / 30% Barclays HYI
4.32%
4.51%
6.13%
4.89%
†
Annualized.
*
NAV
is equal to the total assets attributable to common shareholders less liabilities divided
by the number of common shares outstanding. Market Price is the price at which a share
can currently be traded in the market. Market Price is based on the close price at 4
p.m. ET and does not represent the returns an investor would receive if shares were traded
at other times. Return assumes distributions are reinvested pursuant to the Fund’s
dividend reinvestment plan. Performance data quoted represents past performance and does
not guarantee future results.
**
Excludes
adjustments in accordance with accounting principles generally accepted in the United
States of America and as such, the net asset value and total return for shareholder transactions
reported to the market at period ended December 31, 2020 may differ from the net asset
value for financial reporting purposes.
6
www.blackstone-credit.com
Blackstone Strategic Credit
Fund
Fund Summary
December
31, 2020 (Unaudited)
1
Average
discounts per Morningstar.
2
Industries
per S&P classifications.
Annual
Report | December 31, 2020
7
Blackstone Strategic Credit
Fund
Fund Summary
December
31, 2020 (Unaudited)
*
Numbers
may not sum to 100.00% due to rounding. The Fund’s Cash and Other represents net
cash and other assets and liabilities, which includes amounts payable for investments
purchased but not yet settled and amounts receivable for investments sold but not yet
settled. At period end, the amounts payable for investments purchased but not yet settled
exceeded the amount of cash on hand. The Fund uses sales proceeds or funds from its leverage
program to settle amounts payable for investments purchased, but such amounts are not
reflected in the Fund’s net cash.
*
For
more information on Moody's ratings and descriptions refer to www.moodys.com.
Portfolio Characteristics
Average
All-In Rate
5.28%
Current
Dividend Yield^
7.02%
Effective
Duration^^
0.71
yr
Average
Position*
0.28%
Leverage*
35.85%
^
Using
current dividend rate of $0.073/share and market price/share as of 12/31/2020.
^^
Loan
durations are based on the actual remaining time until LIBOR is reset for each individual
loan.
*
As
a percentage of Managed Assets.
Top 10 Issuers*
Quest
Software US Holdings, Inc.
1.2%
Altice
France SA/France
1.0%
Weld
North Education LLC
1.0%
NFP Corp.
1.0%
National
Intergovernmental Purchasing Alliance Company
1.0%
Gigamon,
Inc.
0.9%
Internet
Brands, Inc.
0.9%
Carestream
Health, Inc.
0.9%
Sedgwick
Claims Management Services, Inc.
0.9%
AssuredPartners,
Inc.
0.9%
Top
10 Issuer
9.7%
*
As
a percentage of Managed Assets.
Top 5 Industries*^
Business
Equipment & Services
18.0%
Electronics/Electrical
18.0%
Health
Care
13.3%
Building
& Development
5.5%
Cable
& Satellite Television
3.7%
Top
5 Industries
58.5%
*
As
a percentage of Managed Assets.
^
S&P
Industry Classification Schema.
1
Year
3
Year†
5
Year†
Since
Inception†
NAV*
1.97%**
3.65%
7.98%
5.07%
Market
Price*
-4.83%
1.77%
7.97%
2.87%
75%
S&P LLI / 25% Barclays HYI
4.12%
4.43%
5.98%
4.60%
†
Annualized.
*
NAV
is equal to the total assets attributable to common shareholders less liabilities divided
by the number of common shares outstanding. Market Price is the price at which a share
can currently be traded in the market. Market Price is based on the close price at 4
p.m. ET and does not represent the returns an investor would receive if shares were traded
at other times. Return assumes distributions are reinvested pursuant to the Fund’s
dividend reinvestment plan. Performance data quoted represents past performance and does
not guarantee future results.
**
Excludes
adjustments in accordance with accounting principles generally accepted in the United
States of America and as such, the net asset value and total return for shareholder transactions
reported to the market at period ended December 31, 2020 may differ from the net asset
value for financial reporting purposes.
8
www.blackstone-credit.com
Blackstone Senior Floating
Rate Term Fund
Portfolio
of Investments
December
31, 2020
Principal
Amount
Value
FLOATING
RATE LOAN INTERESTS(a) - 134.58%
Aerospace
& Defense - 1.62%
Dynasty
Acquisition Co., Inc., First Lien 2020 B-1 Term Loan, 3M US L + 3.50%, 04/06/2026
$
731,704
$
699,184
Dynasty
Acquisition Co., Inc., First Lien 2020 B-2 Term Loan, 3M US L + 3.50%, 04/06/2026
393,318
375,837
Nordam
Group LLC, First Lien Initial Term Loan, 1M US L + 5.50%, 04/09/2026
1,733,600
1,430,220
TransDigm,
Inc., First Lien Tranche F Refinancing Term Loan, 1M US L + 2.25%, 12/09/2025
992,481
975,063
3,480,304
Air
Transport - 1.86%
American
Airlines, Inc., First Lien 2018 Replacement Term Loan, 1M US L + 1.75%, 06/27/2025
664,902
554,196
Atlantic
Aviation FBO, Inc., First Lien B Term Loan, 1M US L + 3.75%, 12/06/2025(b)
498,728
498,727
Global
Medical Response, Inc., First Lien 2018 New Term Loan, 3M US L + 4.25%, 1.00% Floor, 03/14/2025
1,940,000
1,925,450
Global
Medical Response, Inc., First Lien 2020 Refinancing Term Loan, 3M US L + 3.25%, 1.00% Floor, 10/02/2025
1,027,074
1,022,581
4,000,954
Automotive
- 1.24%
Bright
Bidco B.V., First Lien 2018 Refinancing B Term Loan, 3M US L + 3.50%, 1.00% Floor, 06/30/2024
1,732,985
1,005,313
Clarios
Global LP, First Lien Initial Dollar Term Loan, 1M US L + 3.50%, 04/30/2026
1,023,241
1,021,747
Superior
Industries International, Inc., First Lien Replacement Term Loan, 1M US L + 4.00%, 05/22/2024
660,096
650,608
2,677,668
Brokers,
Dealers & Investment Houses - 1.25%
Advisor
Group Holdings, Inc., First Lien Initial B Term Loan, 1M US L + 5.00%, 07/31/2026
1,323,468
1,315,196
Deerfield
Dakota Holding LLC, First Lien Initial Dollar Term Loan, 1M US L + 3.75%, 1.00% Floor, 04/09/2027
613,223
616,770
Newport
Group Holdings II, Inc., First Lien Initial Term Loan, 3M US L + 3.50%, 09/12/2025
756,225
751,499
2,683,465
Building
& Development - 6.46%
C.H.I.
Overhead Doors, Inc., First Lien Third Amendment Initial Term Loan, 1M US L + 3.50%, 1.00% Floor, 07/31/2025
454,458
456,730
CP
Atlas Buyer, Inc., First Lien Initial Tranche B-1 Term Loan, 3M US L + 4.50%, 0.75% Floor, 11/23/2027
718,880
721,306
CP
Atlas Buyer, Inc., First Lien Initial Tranche B-2 Term Loan, 3M US L + 4.50%, 0.75% Floor, 11/23/2027
239,627
240,435
CPG
International LLC, First Lien New Term Loan, 3M US L + 3.75%, 1.00% Floor, 05/05/2024
167,327
167,641
Forterra
Finance LLC, First Lien Replacement Term Loan, 1M US L + 3.00%, 1.00% Floor, 10/25/2023
739,829
741,834
Hillman
Group, Inc., First Lien Initial Term Loan, 1M US L + 4.00%, 05/30/2025
2,573,504
2,568,074
LBM
Acquisition LLC, First Lien Initial Delayed Draw Term Loan, 3M US L + 3.75%, 0.75% Floor, 12/17/2027
251,105
251,419
LBM
Acquisition LLC, First Lien Initial Term Loan, 3M US L + 3.75%, 0.75% Floor, 12/17/2027
1,129,973
1,131,385
MI
Windows and Doors LLC, First Lien Initial Term Loan, 1M US L + 3.75%, 0.75% Floor, 12/18/2027
517,451
519,391
Ply
Gem Midco, Inc., First Lien Initial Term Loan, 1M US L + 3.75%, 04/12/2025
1,351,453
1,351,879
Quickrete
Holdings, Inc., First Lien Initial Term Loan, 1M US L + 2.50%, 02/01/2027
907,111
905,415
SRS
Distribution, Inc., First Lien Initial Term Loan, 1M US L + 3.00%, 05/23/2025
1,643,149
1,620,556
Tutor
Perini Corp., First Lien B Term Loan, 3M US L + 4.75%, 1.00% Floor, 08/18/2027
1,621,951
1,631,075
See
Notes to Financial Statements.
Annual
Report | December 31, 2020
9
Blackstone Senior Floating
Rate Term Fund
Portfolio
of Investments
December
31, 2020
Principal
Amount
Value
Building
& Development (continued)
White
Cap Buyer LLC, First Lien Initial Closing Date Term Loan, 3M US L + 4.00%, 0.50% Floor, 10/19/2027
$
1,596,774
$
1,598,435
13,905,575
Business
Equipment & Services - 26.06%
Access
CIG LLC, First Lien B Term Loan, 3M US L + 3.75%, 02/27/2025
1,034,004
1,025,603
Access
CIG LLC, Second Lien Initial Term Loan, 1M US L + 7.75%, 02/27/2026
483,964
479,729
Adevinta
ASA, First Lien Facility B2 Term Loan, 3M US L + 3.00%, 0.75% Floor, 10/22/2027
331,935
332,714
ALKU
LLC, First Lien B Term Loan, 3M US L + 5.50%, 1.00% Floor, 07/29/2026
1,987,920
1,990,405
Allied
Universal Holdco LLC, First Lien Initial Term Loan, 1M US L + 4.25%, 07/10/2026
1,073,368
1,070,411
APFS
Staffing Holdings, Inc., First Lien Initial Term Loan, 1M US L + 4.75%, 04/15/2026
1,970,000
1,939,229
AqGen
Ascensus, Inc., First Lien Seventh Amendment Replacement Term Loan, 3M US L + 4.00%, 1.00% Floor, 12/03/2026
741,526
744,770
BMC
Acquisition, Inc., First Lien Initial Term Loan, 3M US L + 5.25%, 1.00% Floor, 12/28/2024(b)
848,750
840,262
Cambium
Learning Group, Inc., First Lien Initial Term Loan, 3M US L + 4.50%, 12/18/2025
1,183,196
1,179,055
Cambium
Learning Group, Inc., Second Lien Initial Term Loan, 3M US L + 8.50%, 12/18/2026(b)
364,000
357,630
Camelot
U.S. Acquisition 1 Co., First Lien Amendment No. 2 Incremental Term Loan, 1M US L + 3.00%, 1.00% Floor, 10/30/2026
604,317
605,259
Cast
& Crew Payroll LLC, First Lien Initial Term Loan, 1M US L + 3.75%, 02/09/2026
890,010
871,235
DG
Investment Intermediate Holdings 2, Inc., First Lien Initial Term Loan, 1M US L + 3.00%, 0.75% Floor, 02/03/2025
1,283,497
1,273,069
DG
Investment Intermediate Holdings 2, Inc., Second Lien Initial Term Loan, 1M US L + 6.75%, 0.75% Floor, 02/02/2026(b)
465,517
451,552
Dun
& Bradstreet Corp., First Lien Initial Borrowing Term Loan, 1M US L + 3.75%, 02/06/2026
1,748,857
1,752,984
Epicor
Software Corp., First Lien B (2020) Term Loan, 1M US L + 4.25%, 1.00% Floor, 07/30/2027
1,251,457
1,261,168
Epicor
Software Corp., Second Lien Initial Term Loan, 1M US L + 7.75%, 1.00% Floor, 07/31/2028
822,203
860,489
eResearchTechnology,
Inc., First Lien Initial Term Loan, 1M US L + 4.50%, 1.00% Floor, 02/04/2027
626,850
622,540
Garda
World Security Corp., First Lien Initial Term Loan, 3M US L + 4.75%, 10/30/2026
1,603,786
1,608,196
GI
Revelation Acquisition LLC, First Lien Initial Term Loan, 1M US L + 5.00%, 04/16/2025
1,465,152
1,443,174
GI
Revelation Acquisition LLC, Second Lien Initial Term Loan, 1M US L + 9.00%, 04/16/2026
1,540,000
1,493,800
Globallogic
Holdings, Inc., First Lien 2020 Incremental B-2 Term Loan, 1M US L + 3.75%, 0.75% Floor, 09/14/2027(b)
407,011
406,502
Informatica
LLC, Second Lien Initial Term Loan, 3M US L + 7.13%, 02/25/2025
451,500
460,869
Inmar,
Inc., Second Lien Initial Term Loan, 3M US L + 8.00%, 1.00% Floor, 05/01/2025
1,002,931
744,676
KUEHG
Corp, First Lien B-3 Term Loan, 3M US L + 3.75%, 1.00% Floor, 02/21/2025
912,127
869,599
KUEHG
Corp, Second Lien Tranche B Term Loan, 3M US L + 8.25%, 1.00% Floor, 08/22/2025
1,444,156
1,386,390
LD
Intermediate Holdings, Inc., First Lien Initial Term Loan, 3M US L + 5.88%, 1.00% Floor, 12/09/2022(b)
1,804,210
1,797,444
LegalZoom.com,
Inc., First Lien 2018 Term Loan, 1M US L + 4.50%, 11/21/2024
1,852,714
1,860,820
Minotaur
Acquisition, Inc., First Lien B Term Loan, 1M US L + 5.00%, 03/27/2026
1,343,121
1,321,295
Mitchell
International, Inc., First Lien Initial Term Loan, 1M US L + 3.25%, 11/29/2024
1,830,846
1,803,814
Mitchell
International, Inc., Second Lien Initial Term Loan, 1M US L + 7.25%, 12/01/2025
690,909
670,614
National
Intergovernmental Purchasing Alliance Company, First Lien Initial Term Loan, 3M US L + 3.75%, 05/23/2025
2,001,809
1,986,795
National
Intergovernmental Purchasing Alliance Company, Second Lien Initial Term Loan, 3M US L + 7.50%, 05/22/2026(b)
1,540,000
1,455,300
PriceWaterhouseCoopers,
First Lien Initial Term Loan, 1M US L + 4.50%, 05/01/2025
1,658,734
1,661,496
PriceWaterhouseCoopers,
Second Lien Initial Term Loan, 1M US L + 8.00%, 05/01/2026(b)
440,000
440,000
Project
Boost Purchaser LLC, First Lien Tranche 1 Term Loan, 1M US L + 3.50%, 06/01/2026
861,795
855,064
Revspring,
Inc., First Lien Initial Term Loan, 1M US L + 4.25%, 10/11/2025(b)
1,293,600
1,267,728
See
Notes to Financial Statements.
www.blackstone-credit.com
Blackstone Senior Floating
Rate Term Fund
Portfolio
of Investments
December
31, 2020
Principal
Amount
Value
Business
Equipment & Services (continued)
Sedgwick
Claims Management Services, Inc., First Lien 2019 Term Loan, 1M US L + 4.00%, 09/03/2026
$
1,079,217
$
1,078,343
Sedgwick Claims
Management Services, Inc., First Lien 2020 Term Loan, 1M US L + 4.25%, 1.00% Floor, 09/03/2026
626,850
632,335
Sedgwick Claims
Management Services, Inc., First Lien Initial Term Loan, 1M US L + 3.25%, 12/31/2025
1,430,710
1,410,744
STG-Fairway
Holdings LLC, First Lien Facility Term Loan, 1M US L + 3.25%, 01/31/2027
998,766
985,347
Surf
Holdings S.a r.l., First Lien Dollar Tranche Term Loan, 3M US L + 3.50%, 03/05/2027
338,829
336,372
Surveymonkey,
Inc., First Lien Term Loan, 1W US L + 3.75%, 10/10/2025
2,532,913
2,525,530
ThoughtWorks,
Inc., First Lien Replacement (2020) Term Loan, 3M US L + 3.75%, 1.00% Floor, 10/11/2024
1,908,283
1,903,512
TRC
Companies, Inc., First Lien Initial Term Loan, 1M US L + 3.50%, 1.00% Floor, 06/21/2024
1,880,449
1,861,645
Virtusa
Corp., First Lien Term Loan, 3M US L + 4.25%, 0.75% Floor, 12/09/2027
633,962
631,585
Wash
MultiFamily Acquisition, Inc., First Lien Initial Canadian Term Loan, 1M US L + 3.25%, 1.00% Floor, 05/16/2022
107,624
107,087
Wash
MultiFamily Acquisition, Inc., First Lien Initial US Term Loan, 1M US L + 3.25%, 1.00% Floor, 05/16/2022
784,900
780,980
Weld
North Education LLC, First Lien B Term Loan, 1M US L + 4.25%, 0.75% Floor, 12/15/2027
2,657,168
2,656,065
56,101,225
Cable
& Satellite Television - 2.47%
CSC
Holdings LLC, First Lien October 2018 Incremental Term Loan, 1M US L + 2.25%, 01/15/2026
226,836
224,001
NewCo
I B.V., First Lien Facility AV1 Term Loan, 1M US L + 3.50%, 01/31/2029
583,333
586,031
Numericable
U.S. LLC, First Lien USD TLB-[12] Term Loan, 1M US L + 3.69%, 01/31/2026
500,000
496,563
Numericable
U.S. LLC, First Lien USD TLB-11 Term Loan, 1M US L + 2.75%, 07/31/2025
1,989,691
1,953,220
Radiate
HoldCo LLC, First Lien B Term Loan, 1M US L + 3.50%, 0.75% Floor, 09/25/2026
1,308,713
1,312,593
UPC
Financing Partnership, First Lien Facility AT Term Loan, 1M US L + 2.25%, 04/30/2028
158,785
157,475
UPC
Financing Partnership, First Lien Facility AV Term Loan, 3M US L + 3.50%, 01/31/2029
583,333
586,031
5,315,914
Chemical
& Plastics - 3.10%
Ascend
Performance Materials Operations LLC, First Lien Initial Term Loan, 3M US L + 5.25%, 1.00% Floor, 08/27/2026
1,485,000
1,492,425
Composite
Resins Holding B.V., First Lien Initial Term Loan, 3M US L + 4.25%, 1.00% Floor, 08/01/2025(b)
2,517,038
2,535,916
Gemini
HDPE LLC, First Lien B Term Loan, 3M US L + 3.25%, 0.50% Floor, 12/10/2027
343,750
342,461
PQ
Corp., First Lien Initial Term Loan, 3M US L + 3.00%, 1.00% Floor, 02/07/2027
399,165
401,452
Spectrum
Holdings III Corp., First Lien Closing Date Term Loan, 3M US L + 3.25%, 1.00% Floor, 01/31/2025
402,584
381,750
Vantage
Specialty Chemicals, Inc., First Lien Closing Date Term Loan, 3M US L + 3.50%, 1.00% Floor, 10/28/2024
938,114
894,923
Vantage
Specialty Chemicals, Inc., Second Lien Initial Term Loan, 3M US L + 8.25%, 1.00% Floor, 10/27/2025
725,111
628,490
6,677,417
Conglomerates
- 2.13%
Genuine
Financial Holdings LLC, First Lien Initial Term Loan, 1M US L + 3.75%, 07/11/2025
2,402,461
2,340,898
Output
Services Group, Inc., First Lien B Term Loan, 3M US L + 4.50%, 1.00% Floor, 03/27/2024
594,589
445,942
Sabre
GLBL, Inc., First Lien 2020 Other B Term Loan, 3M US L + 4.00%, 0.75% Floor, 12/17/2027
205,962
206,735
Spring
Education Group, Inc., First Lien Initial Term Loan, 3M US L + 4.25%, 07/30/2025
1,354,193
1,293,254
See
Notes to Financial Statements.
Annual
Report | December 31, 2020
11
Blackstone Senior Floating
Rate Term Fund
Portfolio
of Investments
December
31, 2020
Principal
Amount
Value
Conglomerates
(continued)
VT
Topco, Inc., First Lien Initial Term Loan, 1M US L + 3.50%, 08/01/2025
$
291,567
$
288,287
4,575,116
Containers
& Glass Products - 3.43%
BWay
Holding Company, First Lien Initial Term Loan, 3M US L + 3.25%, 04/03/2024
1,394,673
1,351,089
Charter
NEX US, Inc., First Lien Initial Term Loan, 1M US L + 4.25%, 0.75% Floor, 12/01/2027
1,187,089
1,194,657
Flex
Acquisition Company, Inc., First Lien Incremental B-2018 Term Loan, 3M US L + 3.00%, 06/29/2025
1,280,011
1,267,211
Flex
Acquisition Company, Inc., First Lien Initial Term Loan, 3M US L + 3.00%, 1.00% Floor, 12/29/2023
89,681
89,401
IBC
Capital I, Ltd., First Lien Tranche B-1 Term Loan, 3M US L + 3.75%, 09/11/2023
1,069,750
1,059,052
IBC
Capital, Ltd., Second Lien Tranche B-1 Term Loan, 3M US L + 7.00%, 09/11/2024(b)
620,110
564,300
ProAmpac
PG Borrower LLC, First Lien Initial Term Loan, 3M US L + 3.50%, 1.00% Floor, 11/20/2023(b)
117,136
117,063
Strategic
Materials Holding Corp., Second Lien Initial Term Loan, 3M US L + 7.75%, 1.00% Floor, 10/31/2025(b)
800,000
368,000
Tricorbraun
Holdings, Inc., First Lien Closing Date Term Loan, 1M US L + 3.75%, 1.00% Floor, 11/30/2023
994,836
991,105
Trident
TPI Holdings, Inc., First Lien Tranche B-1 Term Loan, 3M US L + 3.00%, 1.00% Floor, 10/17/2024
374,386
370,436
7,372,314
Diversified
Insurance - 2.54%
AmWINS
Group, Inc., First Lien Term Loan, 1M US L + 2.75%, 1.00% Floor, 01/25/2024
448,467
449,509
Broadstreet
Partners, Inc., First Lien Initial (2020) Term Loan, 1M US L + 3.25%, 01/27/2027
282,546
278,308
CP
VI Bella Midco LLC, Second Lien Initial Term Loan, 1M US L + 6.75%, 12/29/2025
385,714
382,339
NFP
Corp., First Lien Closing Date Term Loan, 1M US L + 3.25%, 02/15/2027
1,792,210
1,757,970
Ryan
Specialty Group LLC, First Lien Initial Term Loan, 1M US L + 3.25%, 0.75% Floor, 09/01/2027
1,004,332
1,004,332
USI,
Inc., First Lien 2019 New Term Loan, 3M US L + 4.00%, 12/02/2026
1,587,970
1,588,303
5,460,761
Drugs
- 1.81%
Albany
Molecular Research, Inc., First Lien 2020 Term Loan, 3M US L + 3.50%, 1.00% Floor, 08/30/2024
408,333
410,377
Albany
Molecular Research, Inc., First Lien Initial Term Loan, 3M US L + 3.25%, 1.00% Floor, 08/30/2024
617,008
620,353
Arbor
Pharmaceuticals LLC, First Lien Initial Term Loan, 6M US L + 5.00%, 1.00% Floor, 07/05/2023
1,427,510
1,384,684
Cambrex
Corp., First Lien Tranche B-1 Dollar Term Loan, 1M US L + 4.50%, 1.00% Floor, 12/04/2026
1,464,125
1,478,766
3,894,180
Ecological
Services & Equipment - 1.16%
EnergySolutions
LLC, First Lien Initial Term Loan, 3M US L + 3.75%, 1.00% Floor, 05/09/2025
2,155,540
2,127,690
Tunnel
Hill Partners LP, First Lien Initial Term Loan, 1M US L + 3.50%, 02/06/2026
401,695
372,572
2,500,262
Electronics/Electric
- 26.00%
Allegro
Microsystems, Inc., First Lien Initial Term Loan, 1M US L + 4.00%, 0.50% Floor, 09/30/2027(b)
47,280
47,280
Applovin
Corp., First Lien Amendment No. 3 New Term Loan, 1M US L + 4.00%, 08/15/2025
762,530
763,011
Boxer
Parent Company, Inc., First Lien Initial Dollar Term Loan, 1M US L + 4.25%, 10/02/2025
2,142,354
2,137,823
Brave
Parent Holdings, Inc., First Lien Initial Term Loan, 1M US L + 4.00%, 04/18/2025
1,381,143
1,375,964
See
Notes to Financial Statements.
12
www.blackstone-credit.com
Blackstone Senior Floating
Rate Term Fund
Portfolio
of Investments
December
31, 2020
Principal
Amount
Value
Electronics/Electric
(continued)
ConvergeOne
Holdings, Corp., First Lien Initial Term Loan, 1M US L + 5.00%, 01/04/2026
$
2,161,500
$
2,048,021
CPI
International, Inc., Second Lien Initial Term Loan, 1M US L + 7.25%, 1.00% Floor, 07/26/2025(b)
313,530
288,448
DCert
Buyer, Inc., First Lien Initial Term Loan, 1M US L + 4.00%, 10/16/2026
1,500,660
1,501,598
Delta
Topco, Inc., First Lien Initial Term Loan, 3M US L + 3.75%, 0.75% Floor, 12/01/2027
427,924
428,549
DiscoverOrg
LLC, First Lien Initial Term Loan, 1M US L + 3.75%, 02/02/2026
1,215,414
1,218,452
ECI
Macola/MAX Holding LLC, First Lien Initial Term Loan, 3M US L + 3.75%, 0.75% Floor, 11/09/2027
1,128,182
1,128,413
Energizer
Holdings, Inc., First Lien 2020 Term Loan, 3M US L + 2.25%, 0.50% Floor, 12/22/2027
200,400
200,776
Energizer
Holdings, Inc., First Lien Incremental Term Loan, 3M US L + 2.50%, 0.50% Floor, 12/16/2027
236,836
237,281
Excelitas
Technologies Corp., First Lien Initial USD Term Loan, 3M US L + 3.50%, 1.00% Floor, 12/02/2024
69,109
68,735
Fiserv
Investment Solutions, Inc., First Lien Initial Term Loan, 3M US L + 4.75%, 02/18/2027
923,513
932,905
Flexera
Software LLC, First Lien Term Loan, 3M US L + 3.25%, 0.75% Floor, 01/26/2028
1,109,187
1,110,574
Gigamon,
Inc., First Lien Initial Term Loan, 3M US L + 4.25%, 1.00% Floor, 12/27/2024
1,880,702
1,867,772
Help/Systems
Holdings, Inc., First Lien Initial Term Loan, 3M US L + 4.75%, 1.00% Floor, 11/19/2026
1,525,932
1,523,391
Hyland
Software, Inc., First Lien 2018 Refinancing Term Loan, 1M US L + 3.50%, 0.75% Floor, 07/01/2024
447,027
448,704
Idera,
Inc., First Lien Initial Term Loan, 6M US L + 4.00%, 1.00% Floor, 06/28/2024
1,716,038
1,716,046
Imperva,
Inc., First Lien Term Loan, 3M US L + 4.00%, 1.00% Floor, 01/12/2026
1,584,824
1,588,786
Imprivata,
Inc., First Lien Initial Term Loan, 1M US L + 3.75%, 0.50% Floor, 12/01/2027
353,933
354,817
Internet
Brands, Inc., First Lien 2020 June New Term Loan, 1M US L + 3.75%, 1.00% Floor, 09/13/2024
2,078,859
2,078,859
Internet
Brands, Inc., First Lien Amendment No. 2 Initial Term Loan, 1M US L + 3.50%, 09/13/2024
602,452
596,015
Ivanti
Software, Inc., First Lien Initial Term Loan, 3M US L + 4.75%, 1.00% Floor, 12/01/2027
2,100,000
2,098,688
LI
Group Holdings, Inc., First Lien Initial Term Loan, 3M US L + 4.25%, 1.00% Floor, 12/20/2026(b)
831,600
826,403
MA
FinanceCo. LLC, First Lien Tranche B-4 Term Loan, 3M US L + 4.25%, 1.00% Floor, 06/05/2025
1,028,741
1,040,315
MACOM
Technology Solutions Holdings, Inc., First Lien Initial Term Loan, 1M US L + 2.25%, 05/17/2024
476,539
466,770
McAfee
LLC, First Lien B USD Term Loan, 1M US L + 3.75%, 09/30/2024
2,095,390
2,098,407
MLN
US HoldCo LLC, First Lien B Term Loan, 1M US L + 4.50%, 11/30/2025
1,480,352
1,349,319
Navico,
Inc., First Lien Initial Term Loan, 1M US L + 4.50%, 1.00% Floor, 03/31/2023
451,077
417,923
Park
Place Technologies LLC, First Lien Closing Date Term Loan, 1M US L + 5.00%, 1.00% Floor, 11/10/2027
1,680,000
1,618,394
Perforce
Software, Inc., First Lien New Term Loan, 1M US L + 3.75%, 07/01/2026
825,800
811,865
Plantronics,
Inc., First Lien Initial B Term Loan, 1M US L + 2.50%, 07/02/2025
487,122
477,721
Project
Alpha Intermediate Holding, Inc., First Lien Term Loan, 3M US L + 3.50%, 1.00% Floor, 04/26/2024
3,290,137
3,268,192
Project
Angel Parent LLC, First Lien Initial Term Loan, 6M US L + 3.75%, 1.00% Floor, 05/30/2025(b)
1,399,021
1,388,528
Project
Leopard Holdings, Inc., First Lien 2018 Repricing Term Loan, 6M US L + 4.50%, 1.00% Floor, 07/07/2023
317,666
316,773
Project
Leopard Holdings, Inc., First Lien 2019 Incremental Term Loan, 3M US L + 4.25%, 1.00% Floor, 07/07/2023
373,707
372,772
Project
Silverback Holdings Corp., First Lien New Term Loan, 3M US L + 3.50%, 1.00% Floor, 08/21/2024
735,845
735,845
Quest
Software US Holdings, Inc., First Lien Initial Term Loan, 3M US L + 4.25%, 05/16/2025
1,124,818
1,109,070
Quest
Software US Holdings, Inc., Second Lien Initial Term Loan, 3M US L + 8.25%, 05/18/2026
1,244,017
1,186,792
See
Notes to Financial Statements.
Annual
Report | December 31, 2020
13
Blackstone Senior Floating
Rate Term Fund
Portfolio
of Investments
December
31, 2020
Principal
Amount
Value
Electronics/Electric
(continued)
Riverbed
Technology, Inc. TL, First Lien Term Loan, 1M US L + 6.00%, 1.00% Floor, 12/30/2025
$
693,796
$
694,375
Rocket
Software, Inc., First Lien Initial Term Loan, 1M US L + 4.25%, 11/28/2025
2,032,442
2,019,312
S2P
Acquisition Borrower, Inc., First Lien Initial Term Loan, 1M US L + 4.00%, 08/14/2026
1,152,083
1,152,083
SonicWall
US Holdings, Inc., Second Lien Initial Term Loan, 3M US L + 7.50%, 05/18/2026
1,760,000
1,578,966
Sophia
LP, First Lien Closing Date Term Loan, 3M US L + 3.75%, 0.75% Floor, 10/07/2027
697,674
701,037
Triton
Solar US Acquisition Co., First Lien Initial Term Loan, 3M US L + 6.00%, 10/29/2024
239,914
217,722
Veritas
US, Inc., First Lien Initial Dollar B-2020 Term Loan, 3M US L + 5.50%, 1.00% Floor, 09/01/2025
1,470,466
1,468,444
Vero
Parent, Inc., First Lien 2018 Refinancing Term Loan, 3M US L + 6.25%, 08/16/2024
870,484
870,158
Vero
Parent, Inc., First Lien 2019 Incremental Term Loan, 3M US L + 6.00%, 1.00% Floor, 08/16/2024
1,656,033
1,658,625
Web.com
Group, Inc., First Lien Initial Term Loan, 1M US L + 3.75%, 10/10/2025
1,999,087
1,974,928
Web.com
Group, Inc., Second Lien Initial Term Loan, 1M US L + 7.75%, 10/09/2026
403,393
387,089
55,968,736
Financial
Intermediaries - 1.86%
ION
Trading Technologies SARL, First Lien 2018 Initial Dollar Term Loan, 3M US L + 4.00%, 1.00% Floor, 11/21/2024
1,613,787
1,613,213
Orion
Advisor Solutions, Inc., First Lien Initial Term Loan, 3M US L + 4.00%, 1.00% Floor, 09/24/2027
935,156
940,183
PI
UK Holdco II, Ltd., First Lien Facility B1 Term Loan, 1M US L + 3.50%, 1.00% Floor, 01/03/2025
1,458,750
1,457,576
4,010,972
Food
Products - 3.14%
Alphabet
Holding Company, Inc., First Lien Initial Term Loan, 1M US L + 3.50%, 09/26/2024
2,042,698
2,028,083
Arterra
Wines Canada, Inc., First Lien Initial Tranche B-1 Term Loan, 3M US L + 3.50%, 0.75% Floor, 11/24/2027
205,435
206,783
Dole
Food Company, Inc., First Lien Tranche B Term Loan, 1M US L + 2.75%, 1.00% Floor, 04/06/2024
789,189
789,627
Snacking
Investments Bidco Pty Limited, First Lien Initial US Term Loan, 1M US L + 4.00%, 1.00% Floor, 12/18/2026(b)
1,189,970
1,191,457
TKC
Holdings, Inc., First Lien Initial Term Loan, 6M US L + 3.75%, 1.00% Floor, 02/01/2023
1,569,631
1,544,125
TKC
Holdings, Inc., Second Lien Initial Term Loan, 6M US L + 8.00%, 1.00% Floor, 02/01/2024
1,105,408
989,340
6,749,415
Food
Service - 3.49%
CEC
Entertainment, Inc., Exit Facility, First Lien Term Loan, 6M US L + 9.25%, 1.00% Floor, 12/30/2025(b)
514,266
634,259
CEC
Entertainment, Inc., Second Lien Term Loan, 6M US L + 6.50%, 1.00% Floor, 12/30/2027(b)
349,414
342,426
Fogo
de Chao, Inc., First Lien 2018 Refinancing Term Loan, 3M US L + 4.25%, 1.00% Floor, 04/07/2025
2,186,402
1,986,215
IRB
Holding Corp., First Lien 2020 Replacement B Term Loan, 3M US L + 2.75%, 1.00% Floor, 02/05/2025
1,145,025
1,137,543
IRB
Holding Corp., First Lien Fourth Amendment Incremental Term Loan, 3M US L + 3.25%, 1.00% Floor, 12/15/2027
843,443
845,948
Quidditch
Acquisition, Inc., First Lien B Term Loan, 3M US L + 7.00%, 1.00% Floor, 03/21/2025
1,942,805
1,834,328
Tacala
Investment Corp., First Lien Initial Term Loan, 1M US L + 3.75%, 0.75% Floor, 02/05/2027
725,673
721,514
7,502,233
See
Notes to Financial Statements.
14
www.blackstone-credit.com
Blackstone Senior Floating
Rate Term Fund
Portfolio
of Investments
December
31, 2020
Principal
Amount
Value
Food/Drug
Retailers - 1.36%
CNT
Holdings I Corp, Second Lien Initial Term Loan, 3M US L + 6.75%, 0.75% Floor, 11/06/2028(b)
$
690,667
$
704,480
EG
Group, Ltd., First Lien Additional Facility Term Loan, 3M US L + 4.00%, 02/07/2025
2,050,215
2,032,030
EG
Group, Ltd., First Lien Facility B Term Loan, 3M US L + 4.00%, 02/07/2025
202,604
200,807
2,937,317
Health
Insurance - 0.68%
MPH
Acquisition Holdings LLC, First Lien Initial Term Loan, 3M US L + 2.75%, 1.00% Floor, 06/07/2023
1,456,174
1,452,198
Healthcare
- 18.76%
Alvogen
Pharma US, Inc., First Lien 2018 Refinancing Term Loan, 6M US L + 4.75%, 1.00% Floor, 04/04/2022
1,771,196
1,736,658
American
Renal Holdings, Inc., First Lien B Term Loan, 1M US L + 5.00%, 06/21/2024
2,044,013
2,043,104
Auris
Luxembourg III SARL, First Lien Facility B2 Term Loan, 1M US L + 3.75%, 02/27/2026
2,332,200
2,259,318
BioClinica
Holding I LP, First Lien Initial Term Loan, 1M US L + 4.25%, 1.00% Floor, 10/20/2023
1,807,538
1,806,417
BioClinica
Holding I LP, Second Lien Initial Term Loan, 1M US L + 8.25%, 1.00% Floor, 10/21/2024
1,052,629
1,052,629
Carestream
Health, Inc., First Lien 2023 Extended Term Loan, 6M US L + 6.75%, 1.00% Floor, 05/08/2023
172,810
170,434
Carestream
Health, Inc., Second Lien 2023 Extended Term Loan, 3M US L + 4.50%, 8.00% PIK, 1.00% Floor, 08/08/2023(b)(c)
2,578,540
1,933,905
CHG
Healthcare Services, Inc., First Lien 2017 New Term Loan, 3M US L + 3.00%, 1.00% Floor, 06/07/2023
1,260,000
1,255,080
Covenant
Surgical Partners, Inc., First Lien Initial Term Loan, 1M US L + 4.00%, 07/01/2026
1,005,314
987,721
CPI
Holdco LLC, First Lien Closing Date Term Loan, 1M US L + 4.25%, 11/04/2026(b)
667,057
668,724
Envision
Healthcare Corp., First Lien Initial Term Loan, 1M US L + 3.75%, 10/10/2025
1,781,781
1,494,255
Femur
Buyer, Inc., First Lien Initial Term Loan, 3M US L + 4.50%, 03/05/2026
727,381
681,920
Genesis
Care Finance Pty, Ltd., First Lien Facility B5 Term Loan, 3M US L + 5.00%, 1.00% Floor, 05/14/2027
2,011,118
2,011,118
Lanai
Holdings II, Inc., First Lien Initial Term Loan, 3M US L + 4.75%, 1.00% Floor, 08/29/2022
348,987
338,082
LifePoint
Health, Inc., First Lien B Term Loan, 1M US L + 3.75%, 11/16/2025
1,934,231
1,932,906
Maravai
Intermediate Holdings LLC, First Lien Initial Term Loan, 3M US L + 4.25%, 1.00% Floor, 10/19/2027(b)
1,347,500
1,362,659
Navicure,
Inc., First Lien Initial Term Loan, 1M US L + 4.00%, 10/22/2026
1,057,228
1,057,234
NMSC
Holdings, Inc., First Lien Initial Term Loan, 3M US L + 5.00%, 1.00% Floor, 04/19/2023
234,909
229,036
nThrive,
Inc., First Lien Additional B-2 Term Loan, 1M US L + 4.50%, 1.00% Floor, 10/20/2022
2,472,537
2,462,486
Onex
TSG Holdings II Corp., First Lien Initial Term Loan, 3M US L + 4.00%, 1.00% Floor, 07/29/2022
1,189,977
1,176,965
Parexel
International Corp., First Lien Initial Term Loan, 1M US L + 2.75%, 09/27/2024
924,941
911,066
Pathway
Vet Alliance LLC, First Lien Initial Delayed Draw Term Loan, 1M US L + 4.00%, 03/31/2027
76,338
76,424
Pathway
Vet Alliance LLC, First Lien Initial Term Loan, 1M US L + 4.00%, 03/31/2027
934,589
935,641
PetVet
Care Centers LLC, First Lien Initial Term Loan, 1M US L + 2.75%, 02/14/2025
740,098
725,992
Phoenix
Guarantor, Inc., First Lien Tranche B-1 Term Loan, 1M US L + 3.25%, 03/05/2026
1,215,961
1,211,151
Phoenix
Guarantor, Inc., First Lien Tranche B-2 Term Loan, 1M US L + 3.75%, 0.50% Floor, 03/05/2026
1,000,000
1,000,830
Pluto
Acquisition I, Inc., First Lien Incremental B Term Loan, 1M US L + 5.00%, 0.50% Floor, 06/22/2026(b)
205,128
205,897
Project
Ruby Ultimate Parent Corp., First Lien New Term Loan, 1M US L + 3.50%, 1.00% Floor, 02/09/2024
789,379
782,472
Sunshine
Luxembourg VII SARL, First Lien Facility B1 Term Loan, 3M US L + 4.00%, 1.00% Floor, 10/01/2026
201,483
202,727
Surgery
Center Holdings, Inc., First Lien Initial Term Loan, 1M US L + 3.25%, 1.00% Floor, 09/03/2024
1,041,923
1,026,586
See
Notes to Financial Statements.
Annual
Report | December 31, 2020
15
Blackstone Senior Floating
Rate Term Fund
Portfolio
of Investments
December
31, 2020
Principal
Amount
Value
Healthcare (continued)
Tecostar Holdings, Inc.,
First Lien 2017 Term Loan, 3M US L + 3.50%, 1.00% Floor, 05/01/2024
$
606,529
$
597,431
U.S. Anesthesia Partners, Inc., First
Lien Initial Term Loan, 3M US L + 3.00%, 1.00% Floor, 06/23/2024
1,102,143
1,080,618
Unified Women's Healthcare
LLC, First Lien Term Loan, 3M US L + 4.50%, 0.75% Floor, 12/18/2027(b)
604,082
602,571
Verscend Holding Corp., First Lien B
Term Loan, 1M US L + 4.50%, 08/27/2025
1,093,803
1,095,444
Viant Medical Holdings, Inc., First
Lien Initial Term Loan, 1M US L + 3.75%, 07/02/2025
406,067
394,731
Vyaire Medical, Inc., First Lien Term
Loan, 3M US L + 4.75%, 1.00% Floor, 04/16/2025
184,222
150,448
YI LLC, First Lien
Initial Term Loan, 1M US L + 4.00%, 1.00% Floor, 11/07/2024(b)
1,377,127
1,301,385
Zest
Acquisition Corp., Second Lien Initial Term Loan, 1M US L + 7.50%, 1.00% Floor, 03/13/2026(b)
1,500,000
1,425,000
40,387,065
Home Furnishings
- 2.04%
AI Aqua Merger Sub,
Inc., First Lien 2017 Incremental Term Loan, 1M US L + 3.25%, 1.00% Floor, 12/13/2023(b)
931,200
926,544
AI Aqua Merger Sub, Inc., First Lien
Tranche B-1 Term Loan, 1M US L + 3.25%, 1.00% Floor, 12/13/2023
1,279,973
1,275,174
APX Group, Inc., First Lien Initial
Term Loan, 3M US L + 5.00%, 12/31/2025
1,233,867
1,229,567
Prime Security
Services Borrower LLC, First Lien 2019 Refinancing B-1 Term Loan, 1M US L + 3.25%, 1.00% Floor, 09/23/2026
957,280
964,608
4,395,893
Industrial Equipment
- 4.52%
Apex Tool Group LLC, First Lien Third
Amendment Term Loan, 1M US L + 5.25%, 1.25% Floor, 08/01/2024
2,058,504
2,040,893
Engineered Machinery Holdings, Inc.,
First Lien Initial Term Loan, 3M US L + 3.00%, 1.00% Floor, 07/19/2024
1,456,940
1,454,667
Justrite Safety Group,
First Lien Delayed Draw Term Loan, 1M US L + 4.50%, 06/28/2026(b)(d)
50,493
47,842
Justrite Safety Group,
First Lien Initial Term Loan, 1M US L + 4.50%, 06/28/2026(b)
934,123
885,081
LTI Holdings, Inc., First Lien Initial
Term Loan, 1M US L + 3.50%, 09/06/2025
1,380,681
1,344,810
LTI Holdings, Inc.,
Second Lien Initial Term Loan, 1M US L + 6.75%, 09/06/2026(b)
468,085
455,213
Tailwind Smith Cooper Intermediate Corp., First Lien Initial
Term Loan, 1M US L + 5.00%, 05/28/2026
387,689
368,838
Titan Acquisition, Ltd., First Lien
Initial Term Loan, 6M US L + 3.00%, 03/28/2025
1,545,858
1,511,695
Vertical Midco
GmbH, First Lien Facility B Term Loan, 6M US L + 4.25%, 07/14/2027
1,608,768
1,623,126
9,732,165
Insurance - 0.65%
Baldwin Risk Partners LLC, First Lien
Initial Term Loan, 1M US L + 4.00%, 0.75% Floor, 10/14/2027
1,102,500
1,103,878
Outcomes Group
Holdings, Inc., Second Lien Initial Term Loan, 3M US L + 7.50%, 10/26/2026
325,444
295,070
1,398,948
Leisure Goods/Activities/Movies
- 2.37%
Alterra Mountain Company, First Lien
Additional Term Loan, 1M US L + 4.50%, 1.00% Floor, 08/01/2026
1,431,371
1,443,895
Amplify Finco Pty,
Ltd., First Lien U.S. Dollar Term Loan, 1M US L + 4.25%, 0.75% Floor, 11/26/2026(b)
1,042,125
969,176
Recess Holdings, Inc., First Lien Initial
Term Loan, 3M US L + 3.75%, 1.00% Floor, 09/30/2024
1,933,837
1,846,814
Travelport Finance SARL, First Lien
Initial (Priority) Term Loan, 3M US L + 8.00, 6.50% PIK, 1.00% Floor, 02/28/2025
312,501
309,082
See
Notes to Financial Statements.
16
www.blackstone-credit.com
Blackstone Senior Floating
Rate Term Fund
Portfolio
of Investments
December
31, 2020
Principal
Amount
Value
Leisure
Goods/Activities/Movies (continued)
Travelport
Finance SARL, First Lien Initial Term Loan, 3M US L + 5.00%, 05/29/2026
$
790,805
$
542,362
5,111,329
Nonferrous
Metals/Minerals - 0.16%
American
Rock Salt Company LLC, First Lien Initial Term Loan, 1M US L + 3.50%, 1.00% Floor, 03/21/2025
339,889
340,611
Oil
& Gas - 1.35%
BCP
Raptor II LLC, First Lien Initial Term Loan, 1M US L + 4.75%, 11/03/2025
376,871
341,257
Lower
Cadence Holdings LLC, First Lien Initial Term Loan, 1M US L + 4.00%, 05/22/2026
605,615
592,936
Lucid
Energy Group II Borrower LLC, First Lien Initial Term Loan, 1M US L + 3.00%, 1.00% Floor, 02/17/2025
789,433
752,839
PGS
ASA, First Lien 2020 Term Loan, 3M US L + 7.50%, 03/19/2024
1,081,827
899,269
RDV
Resources Properties LLC, First Lien Term Loan, 1M US L + 0.50%, 14.00% PIK, 1.00% Floor, 03/29/2024(b)(c)
936,332
327,716
2,914,017
Property
& Casualty Insurance - 0.72%
AssuredPartners,
Inc., First Lien 2020 February Refinancing Term Loan, 1M US L + 3.50%, 02/12/2027
857,952
846,756
AssuredPartners,
Inc., First Lien 2020 June Incremental Term Loan, 1M US L + 4.50%, 1.00% Floor, 02/12/2027
236,847
237,736
ExamWorks
Group, Inc., First Lien B-1 Term Loan, 1M US L + 3.25%, 1.00% Floor, 07/27/2023
457,430
457,622
1,542,114
Publishing
- 2.40%
Champ
Acquisition Corp., First Lien Initial Term Loan, 3M US L + 5.50%, 12/19/2025
1,551,493
1,549,165
Clear
Channel Outdoor Holdings, Inc., First Lien B Term Loan, 3M US L + 3.50%, 08/21/2026
1,152,083
1,112,066
Recorded
Books, Inc., First Lien 2020 New Term Loan, 1M US L + 4.25%, 0.50% Floor, 08/29/2025
1,166,667
1,171,526
Shutterfly,
Inc., First Lien B Term Loan, 3M US L + 6.00%, 1.00% Floor, 09/25/2026
1,345,626
1,342,026
5,174,783
Radio
& Television - 2.37%
E.W.
Scripps Company, First Lien B3 Term Loan, 3M US L + 3.00%, 0.75% Floor, 12/15/2027
287,500
288,263
iHeartCommunications,
Inc., First Lien New Term Loan, 1M US L + 3.00%, 05/01/2026
1,479,265
1,458,311
Terrier
Media Buyer, Inc., First Lien B Term Loan, 1M US L + 4.25%, 12/17/2026
2,054,348
2,061,097
William
Morris Endeavor Entertainment LLC, First Lien B-1 Term Loan, 1M US L + 2.75%, 05/18/2025
1,388,833
1,287,560
5,095,231
Retailers
(except food & drug) - 0.41%
FBB
Holdings III, Inc., First Lien Initial Term Loan, 3M US L + 9.00%, 1.00% Floor, 02/07/2024(b)
182,794
173,654
FBB
Holdings III, Inc., Second Lien Initial Term Loan, 3M US L + 7.00%, 6.00% PIK, 01/31/2025(b)
69,021
53,491
Spencer
Spirit IH LLC, First Lien Initial Term Loan, 1M US L + 6.00%, 06/19/2026
651,704
649,668
Sports
Authority, Inc., First Lien B Term Loan, 3M US L + 6.00%, 1.50% Floor, 11/16/2017(b)(e)
4,090,935
8,182
884,995
Steel
- 0.28%
Graftech
International, Ltd., First Lien Initial Term Loan, 1M US L + 3.50%, 1.00% Floor, 02/12/2025
243,691
244,098
See
Notes to Financial Statements.
Annual
Report | December 31, 2020
17
Blackstone Senior Floating
Rate Term Fund
Portfolio
of Investments
December
31, 2020
Principal
Amount
Value
Steel
(continued)
Phoenix
Services International LLC, First Lien B Term Loan, 1M US L + 3.75%, 1.00% Floor, 03/01/2025
$
354,268
$
351,058
595,156
Surface
Transport - 1.11%
Drive
Chassis Holdco LLC, Second Lien B Term Loan, 3M US L + 8.25%, 04/10/2026
1,059,836
1,057,520
SMB
Shipping Logistics LLC, First Lien Term Loan, 3M US L + 4.00%, 1.00% Floor, 02/02/2024
1,353,496
1,339,623
2,397,143
Telecommunications
- 3.37%
Aventiv
Technologies LLC, First Lien Initial Term Loan, 3M US L + 4.50%, 1.00% Floor, 11/01/2024
165,739
156,003
CCI
Buyer, Inc., First Lien Term Loan, 3M US L + 4.00%, 0.75% Floor, 12/17/2027
1,138,554
1,139,499
Ensono
LP, First Lien Term Loan, 1M US L + 5.25%, 06/27/2025
1,216,607
1,212,045
Greeneden
U.S. Holdings I LLC, First Lien Initial Dollar (2020) Term Loan, 1M US L + 4.00%, 0.75% Floor, 12/01/2027
870,886
874,017
Masergy
Holdings, Inc., First Lien 2017 Replacement Term Loan, 3M US L + 3.25%, 1.00% Floor, 12/15/2023
1,124,684
1,117,655
Masergy
Holdings, Inc., Second Lien Initial Term Loan, 3M US L + 7.50%, 1.00% Floor, 12/16/2024
588,972
584,555
Peak
10 Holding Corp., First Lien Initial Term Loan, 3M US L + 3.50%, 08/01/2024
1,055,455
948,954
Rackspace
Technology Global, Inc., First Lien B Term Loan, 3M US L + 3.00%, 1.00% Floor, 11/03/2023
1,229,281
1,229,435
7,262,163
Utilities
- 2.41%
Brookfield
WEC Holdings, Inc., First Lien Initial (2020) Term Loan, 1M US L + 3.00%, 0.75% Floor, 08/01/2025
1,166,751
1,165,503
Calpine
Corp., First Lien 2020 Term Loan, 1M US L + 2.25%, 12/16/2027
1,081,216
1,075,540
Eastern
Power LLC, First Lien Term Loan, 3M US L + 3.75%, 1.00% Floor, 10/02/2025
351,962
332,629
Granite
Acquisition, Inc., First Lien Initial B Term Loan, 1M US L + 3.75%, 1.00% Floor, 09/19/2022
564,869
567,515
Granite
Acquisition, Inc., Second Lien B Term Loan, 1M US L + 7.25%, 1.00% Floor, 12/19/2022
855,080
854,016
Green
Energy Partners/Stonewall LLC, First Lien B-1 Conversion Advances Term Loan, 3M US L + 5.50%, 1.00% Floor, 11/13/2021
485,000
448,928
Southeast
PowerGen LLC, First Lien B Advance Term Loan, 1M US L + 3.50%, 1.00% Floor, 12/02/2021
802,935
749,941
5,194,072
TOTAL
FLOATING RATE LOAN INTERESTS
(Cost
$293,947,627)
289,691,711
COLLATERALIZED
LOAN OBLIGATION SECURITIES(a) -1.22%
Structured
Finance Obligations - 1.22%
Barings
CLO, Ltd. 2020-II, 3M US L + 7.90%, 10/15/2033(b)(f)
500,000
501,121
HPS
Loan Management 6-2015, Ltd., 3M US L + 5.10%, 02/05/2031(b)(f)
834,000
745,260
Kayne
CLO II, Ltd., 3M US L + 6.10%, 10/15/2031(b)(f)
750,000
737,426
Neuberger
Berman Loan Advisers CLO 27, Ltd., 3M US L + 5.20%, 01/15/2030(b)(f)
667,000
630,035
2,613,842
TOTAL
COLLATERALIZED LOAN OBLIGATION SECURITIES
(Cost
$2,637,213)
2,613,842
See
Notes to Financial Statements.
18
www.blackstone-credit.com
Blackstone Senior Floating
Rate Term Fund
Portfolio
of Investments
December
31, 2020
Value
CORPORATE
BONDS - 11.95%
Aerospace
& Defense - 0.26%
TransDigm,
Inc., 8.000%, 12/15/2025(f)
$
502,000
$
556,010
Brokers,
Dealers & Investment Houses - 0.30%
AG
Issuer LLC, 6.250%, 03/01/2028(f)
630,000
638,662
Building
& Development - 1.05%
Cornerstone
Building Brands, Inc., 6.125%, 01/15/2029(f)
619,000
658,848
Griffon
Corp., 5.750%, 03/01/2028
1,518,000
1,607,850
2,266,698
Business
Equipment & Services - 1.47%
Austin
BidCo, Inc., 7.125%, 12/15/2028(f)
300,000
313,688
Diebold
Nixdorf, Inc., 9.375%, 07/15/2025(f)
660,000
740,437
Iron
Mountain, Inc., 5.250%, 07/15/2030(f)
902,000
975,287
Outfront
Media Capital LLC / Outfront Media Capital Corp., 6.250%, 06/15/2025(f)
1,067,000
1,127,686
3,157,098
Cable
& Satellite Television - 0.57%
CSC
Holdings LLC, 4.625%, 12/01/2030(f)
438,000
457,769
Virgin
Media Finance PLC, 5.000%, 07/15/2030(f)
734,000
762,443
1,220,212
Chemical
& Plastics - 0.72%
FXI
Holdings, Inc.:
7.875%,
11/01/2024(f)
265,000
267,650
12.250%,
11/15/2026(f)
243,000
277,437
WR
Grace & Co.-Conn:
5.625%,
10/01/2024(f)
166,000
179,677
4.875%,
06/15/2027(f)
771,000
818,625
1,543,389
Containers
& Glass Products - 0.25%
Ardagh
Packaging Finance PLC / Ardagh Holdings USA, Inc., 5.250%, 08/15/2027(f)
506,000
531,710
Diversified
Insurance - 2.08%
Alliant
Holdings Intermediate LLC / Alliant Holdings Co.-Issuer, 4.250%, 10/15/2027(f)
1,155,000
1,183,153
HUB
International, Ltd., 7.000%, 05/01/2026(f)
1,008,000
1,055,170
NFP
Corp., 6.875%, 08/15/2028(f)
2,097,000
2,241,546
4,479,869
Electronics/Electric
- 0.39%
Spectrum
Brands, Inc., 5.500%, 07/15/2030(f)
350,000
377,781
Veritas
US, Inc. / Veritas Bermuda, Ltd., 7.500%, 09/01/2025(f)
463,000
475,733
853,514
Food
Products - 0.28%
Dole
Food Co., Inc., 7.250%, 06/15/2025(f)
599,000
613,163
Food
Service - 0.23%
IRB
Holding Corp., 7.000%, 06/15/2025(f)
450,000
492,424
See
Notes to Financial Statements.
Annual
Report | December 31, 2020
19
Blackstone Senior Floating
Rate Term Fund
Portfolio
of Investments
December
31, 2020
Value
Healthcare
- 1.32%
Envision
Healthcare Corp., 8.750%, 10/15/2026(f)
$
2,292,000
$
1,446,389
RP
Escrow Issuer LLC, 5.250%, 12/15/2025(f)
242,000
253,415
Syneos
Health, Inc., 3.625%, 01/15/2029(f)
276,000
277,281
Team
Health Holdings, Inc., 6.375%, 02/01/2025(f)
1,000,000
865,000
2,842,085
Industrial
Equipment - 0.13%
Vertical
Holdco GmbH, 7.625%, 07/15/2028(f)
250,000
272,969
Property
& Casualty Insurance - 0.38%
AssuredPartners,
Inc., 5.625%, 01/15/2029(f)
789,000
824,505
Radio
& Television - 1.15%
Nielsen
Finance LLC / Nielsen Finance Co., 5.625%, 10/01/2028(f)
865,000
941,488
Sinclair
Television Group, Inc.:
5.125%,
02/15/2027(f)
439,000
447,506
5.500%,
03/01/2030(f)
155,000
161,849
4.125%,
12/01/2030(f)
515,000
528,393
Univision
Communications, Inc., 6.625%, 06/01/2027(f)
376,000
404,491
2,483,727
Steel
- 0.57%
GrafTech
Finance, Inc., 4.625%, 12/15/2028(f)
1,208,000
1,226,168
Utilities
- 0.80%
Pike
Corp., 5.500%, 09/01/2028(f)
1,629,000
1,724,704
TOTAL
CORPORATE BONDS
(Cost
$25,466,180)
25,726,907
Shares
COMMON
STOCK - 0.67%
Building
& Development - 0.23%
Dayton
Superior LLC(b)(g)
5,726
486,712
Food
Service - 0.39%
CEC
Brands, LLC - Equity(b)(g)
92,256
849,678
Oil
& Gas - 0.05%
Ascent
Resources - Equity(g)
177,384
112,639
RDV
Resources, Inc.(b)(g)
56,760
–
112,639
TOTAL
COMMON STOCK
(Cost
$2,285,503)
1,449,029
WARRANTS
- 0.00%(h)
Healthcare
- 0.00%
Carestream
Health expires 12/31/2049 at $0.01(b)
52
–
See Notes to Financial
Statements.
20
www.blackstone-credit.com
Blackstone Senior Floating
Rate Term Fund
Portfolio
of Investments
December
31, 2020
Shares
Value
Oil
& Gas - 0.00%(h)
Ascent
Resources Marcellus LLC expires 3/30/2023 at $6.15(b)
45,926
$
574
TOTAL WARRANTS
(Cost $5,013)
574
Total Investments- 148.42%
(Cost $324,341,536)
319,482,063
Liabilities in Excess of Other Assets
- (1.96)%
(4,229,035
)
Leverage Facility
- (46.46)%
(100,000,000
)
Net
Assets - 100.00%
$
215,253,028
(a)
Floating
or variable rate security. The reference rate is described above. The rate in effect
as of December 31, 2020 is based on the reference rate plus the displayed spread as of
the security's last reset date. Where applicable, the reference rate is subject to a
floor rate.
(b)
Level
3 assets valued using significant unobservable inputs as a result of unavailable quoted
prices from an active market or the unavailability of other significant observable inputs.
(c)
Represents
a payment-in-kind (“PIK”) security which may pay interest/dividend in additional
par/shares.
(d)
A
portion of this position was not funded as of December 31, 2020. The Portfolio of Investments
records only the funded portion of each position. As of December 31, 2020, the Fund has
unfunded delayed draw loans in the amount of $268,392. Fair value of these unfunded delayed
draws was $261,432.
(e)
Security
is in default as of period end and is therefore non-income producing.
(f)
Security
exempt from registration under Rule 144A of the Securities Act of 1933. Total market
value of Rule 144A securities amounts to $26,732,899, which represented approximately
12.42% of net assets as of December 31, 2020. Such securities may normally be sold to
qualified institutional buyers in transactions exempt from registration.
(g)
Non-income
producing security.
(h)
Amount
represents less than 0.005% of net assets.
See
Notes to Financial Statements.
Annual
Report | December 31, 2020
21
Blackstone
Long-Short Credit Income Fund
Portfolio
of Investments
December
31, 2020
Value
FLOATING
RATE LOAN INTERESTS(a) - 129.51%
Aerospace
& Defense - 1.12%
Dynasty
Acquisition Co., Inc., First Lien 2020 B-1 Term Loan, 3M US L + 3.50%, 04/06/2026
$
647,968
$
619,169
Dynasty
Acquisition Co., Inc., First Lien 2020 B-2 Term Loan, 3M US L + 3.50%, 04/06/2026
348,307
332,826
Nordam
Group LLC, First Lien Initial Term Loan, 1M US L + 5.50%, 04/09/2026
1,418,400
1,170,180
2,122,175
Air
Transport - 1.69%
American
Airlines, Inc., First Lien 2018 Replacement Term Loan, 1M US L + 1.75%, 06/27/2025
544,011
453,433
Atlantic
Aviation FBO, Inc., First Lien B Term Loan, 1M US L + 3.75%, 12/06/2025(b)
448,855
448,855
Global
Medical Response, Inc., First Lien 2018 New Term Loan, 3M US L + 4.25%, 1.00% Floor, 03/14/2025
1,445,102
1,434,263
Global
Medical Response, Inc., First Lien 2020 Refinancing Term Loan, 3M US L + 3.25%, 1.00% Floor, 10/02/2025
880,349
876,498
3,213,049
Automotive
- 1.12%
Bright
Bidco B.V., First Lien 2018 Refinancing B Term Loan, 3M US L + 3.50%, 1.00% Floor, 06/30/2024
1,421,658
824,711
Clarios
Global LP, First Lien Initial Dollar Term Loan, 1M US L + 3.50%, 04/30/2026
877,064
875,783
Superior
Industries International, Inc., First Lien Replacement Term Loan, 1M US L + 4.00%, 05/22/2024
440,065
433,739
2,134,233
Brokers,
Dealers & Investment Houses - 1.97%
Advisor
Group Holdings, Inc., First Lien Initial B Term Loan, 1M US L + 5.00%, 07/31/2026
1,154,842
1,147,625
Deerfield
Dakota Holding LLC, First Lien Initial Dollar Term Loan, 1M US L + 3.75%, 1.00% Floor, 04/09/2027
1,421,120
1,429,341
Edelman
Financial Center LLC, Second Lien Initial Term Loan, 1M US L + 6.75%, 07/20/2026
553,846
558,000
Newport
Group Holdings II, Inc., First Lien Initial Term Loan, 3M US L + 3.50%, 09/12/2025
618,730
614,862
3,749,828
Building
& Development - 5.58%
C.H.I.
Overhead Doors, Inc., First Lien Third Amendment Initial Term Loan, 1M US L + 3.50%, 1.00% Floor, 07/31/2025
389,535
391,483
CP
Atlas Buyer, Inc., First Lien Initial Tranche B-1 Term Loan, 3M US L + 4.50%, 0.75% Floor, 11/23/2027
616,183
618,262
CP
Atlas Buyer, Inc., First Lien Initial Tranche B-2 Term Loan, 3M US L + 4.50%, 0.75% Floor, 11/23/2027
205,394
206,087
CPG
International LLC, First Lien New Term Loan, 3M US L + 3.75%, 1.00% Floor, 05/05/2024
136,904
137,161
Forterra
Finance LLC, First Lien Replacement Term Loan, 1M US L + 3.00%, 1.00% Floor, 10/25/2023
646,338
648,089
Hillman
Group, Inc., First Lien Initial Term Loan, 1M US L + 4.00%, 05/30/2025
2,634,699
2,629,140
LBM
Acquisition LLC, First Lien Initial Delayed Draw Term Loan, 3M US L + 3.75%, 0.75% Floor, 12/17/2027
237,726
238,024
LBM
Acquisition LLC, First Lien Initial Term Loan, 3M US L + 3.75%, 0.75% Floor, 12/17/2027
1,069,768
1,071,105
MI
Windows and Doors LLC, First Lien Initial Term Loan, 1M US L + 3.75%, 0.75% Floor, 12/18/2027
500,759
502,637
Ply
Gem Midco, Inc., First Lien Initial Term Loan, 1M US L + 3.75%, 04/12/2025
1,105,734
1,106,083
SRS
Distribution, Inc., First Lien Initial Term Loan, 1M US L + 3.00%, 05/23/2025
1,507,487
1,486,759
Tutor
Perini Corp., First Lien B Term Loan, 3M US L + 4.75%, 1.00% Floor, 08/18/2027
190,244
191,314
White
Cap Buyer LLC, First Lien Initial Closing Date Term Loan, 3M US L + 4.00%, 0.50% Floor, 10/19/2027
1,368,664
1,370,087
10,596,231
See
Notes to Financial Statements.
22
www.blackstone-credit.com
Blackstone
Long-Short Credit Income Fund
Portfolio
of Investments
December
31, 2020
Value
Business
Equipment & Services - 25.41%
Access
CIG LLC, First Lien B Term Loan, 3M US L + 3.75%, 02/27/2025
$
852,202
$
845,278
Access
CIG LLC, Second Lien Initial Term Loan, 1M US L + 7.75%, 02/27/2026
410,168
406,579
Adevinta
ASA, First Lien Facility B2 Term Loan, 3M US L + 3.00%, 0.75% Floor, 10/22/2027
284,516
285,183
ALKU
LLC, First Lien B Term Loan, 3M US L + 5.50%, 1.00% Floor, 07/29/2026
1,703,931
1,706,061
Allied
Universal Holdco LLC, First Lien Initial Term Loan, 1M US L + 4.25%, 07/10/2026
920,030
917,495
APFS
Staffing Holdings, Inc., First Lien Initial Term Loan, 1M US L + 4.75%, 04/15/2026
1,611,818
1,586,642
AqGen
Ascensus, Inc., First Lien Seventh Amendment Replacement Term Loan, 3M US L + 4.00%, 1.00% Floor, 12/03/2026
1,164,628
1,169,723
BMC
Acquisition, Inc., First Lien Initial Term Loan, 3M US L + 5.25%, 1.00% Floor, 12/28/2024(b)
636,563
630,197
Cambium
Learning Group, Inc., First Lien Initial Term Loan, 3M US L + 4.50%, 12/18/2025
1,469,584
1,464,440
Cambium
Learning Group, Inc., Second Lien Initial Term Loan, 3M US L + 8.50%, 12/18/2026(b)
312,000
306,540
Camelot
U.S. Acquisition 1 Co., First Lien Amendment No. 2 Incremental Term Loan, 1M US L + 3.00%, 1.00% Floor, 10/30/2026
517,986
518,794
Cast
& Crew Payroll LLC, First Lien Initial Term Loan, 1M US L + 3.75%, 02/09/2026
1,778,566
1,741,047
DG
Investment Intermediate Holdings 2, Inc., First Lien Initial Term Loan, 1M US L + 3.00%, 0.75% Floor, 02/03/2025
1,173,813
1,164,276
DG
Investment Intermediate Holdings 2, Inc., Second Lien Initial Term Loan, 1M US L + 6.75%, 0.75% Floor, 02/02/2026(b)
439,655
426,466
Dun
& Bradstreet Corp., First Lien Initial Borrowing Term Loan, 1M US L + 3.75%, 02/06/2026
1,465,041
1,468,498
Epicor
Software Corp., First Lien B (2020) Term Loan, 1M US L + 4.25%, 1.00% Floor, 07/30/2027
1,320,921
1,331,171
Epicor
Software Corp., Second Lien Initial Term Loan, 1M US L + 7.75%, 1.00% Floor, 07/31/2028
704,746
737,562
eResearchTechnology,
Inc., First Lien Initial Term Loan, 1M US L + 4.50%, 1.00% Floor, 02/04/2027
537,300
533,606
Garda
World Security Corp., First Lien Initial Term Loan, 3M US L + 4.75%, 10/30/2026
1,587,642
1,592,008
GI
Revelation Acquisition LLC, First Lien Initial Term Loan, 1M US L + 5.00%, 04/16/2025
1,139,610
1,122,516
GI
Revelation Acquisition LLC, Second Lien Initial Term Loan, 1M US L + 9.00%, 04/16/2026
1,260,000
1,222,200
Globallogic
Holdings, Inc., First Lien 2020 Incremental B-2 Term Loan, 1M US L + 3.75%, 0.75% Floor, 09/14/2027(b)
348,867
348,431
IG
Investments Holdings LLC, First Lien Refinancing Term Loan, 3M US L + 4.00%, 1.00% Floor, 05/23/2025
227,693
227,579
Informatica
LLC, Second Lien Initial Term Loan, 3M US L + 7.13%, 02/25/2025
387,000
395,030
Inmar,
Inc., Second Lien Initial Term Loan, 3M US L + 8.00%, 1.00% Floor, 05/01/2025
802,345
595,741
KUEHG
Corp, First Lien B-3 Term Loan, 3M US L + 3.75%, 1.00% Floor, 02/21/2025
733,995
699,772
KUEHG
Corp, Second Lien Tranche B Term Loan, 3M US L + 8.25%, 1.00% Floor, 08/22/2025
1,410,922
1,354,485
LD
Intermediate Holdings, Inc., First Lien Initial Term Loan, 3M US L + 5.88%, 1.00% Floor, 12/09/2022(b)
1,778,158
1,771,489
LegalZoom.com,
Inc., First Lien 2018 Term Loan, 1M US L + 4.50%, 11/21/2024
1,515,857
1,522,489
Minotaur
Acquisition, Inc., First Lien B Term Loan, 1M US L + 5.00%, 03/27/2026
1,098,917
1,081,059
Mitchell
International, Inc., First Lien Initial Term Loan, 1M US L + 3.25%, 11/29/2024
1,285,305
1,266,328
Mitchell
International, Inc., Second Lien Initial Term Loan, 1M US L + 7.25%, 12/01/2025
460,606
447,076
National
Intergovernmental Purchasing Alliance Company, First Lien Initial Term Loan, 3M US L + 3.75%, 05/23/2025
1,637,843
1,625,560
National
Intergovernmental Purchasing Alliance Company, Second Lien Initial Term Loan, 3M US L + 7.50%, 05/22/2026(b)
1,260,000
1,190,700
PriceWaterhouseCoopers,
First Lien Initial Term Loan, 1M US L + 4.50%, 05/01/2025
1,421,772
1,424,139
PriceWaterhouseCoopers,
Second Lien Initial Term Loan, 1M US L + 8.00%, 05/01/2026(b)
360,000
360,000
Project
Boost Purchaser LLC, First Lien Tranche 1 Term Loan, 1M US L + 3.50%, 06/01/2026
826,266
819,813
Revspring,
Inc., First Lien Initial Term Loan, 1M US L + 4.25%, 10/11/2025(b)
1,058,400
1,037,232
Sedgwick
Claims Management Services, Inc., First Lien 2019 Term Loan, 1M US L + 4.00%, 09/03/2026
925,043
924,294
See
Notes to Financial Statements.
Annual
Report | December 31, 2020
23
Blackstone
Long-Short Credit Income Fund
Portfolio
of Investments
December
31, 2020
Value
Business
Equipment & Services (continued)
Sedgwick
Claims Management Services, Inc., First Lien 2020 Term Loan, 1M US L + 4.25%, 1.00% Floor, 09/03/2026
$
537,300
$
542,001
Sedgwick
Claims Management Services, Inc., First Lien Initial Term Loan, 1M US L + 3.25%, 12/31/2025
1,170,581
1,154,245
STG-Fairway
Holdings LLC, First Lien Facility Term Loan, 1M US L + 3.25%, 01/31/2027
856,085
844,584
Surf
Holdings S.a r.l., First Lien Dollar Tranche Term Loan, 3M US L + 3.50%, 03/05/2027
290,828
288,719
Surveymonkey,
Inc., First Lien Term Loan, 1W US L + 3.75%, 10/10/2025
1,810,044
1,804,767
TRC
Companies, Inc., First Lien Initial Term Loan, 1M US L + 3.50%, 1.00% Floor, 06/21/2024
1,145,848
1,134,390
Virtusa
Corp., First Lien Term Loan, 3M US L + 4.25%, 0.75% Floor, 12/09/2027
543,396
541,358
Wash
MultiFamily Acquisition, Inc., First Lien Initial Canadian Term Loan, 1M US L + 3.25%, 1.00% Floor, 05/16/2022
92,249
91,789
Wash
MultiFamily Acquisition, Inc., First Lien Initial US Term Loan, 1M US L + 3.25%, 1.00% Floor, 05/16/2022
672,772
669,411
Weld
North Education LLC, First Lien B Term Loan, 1M US L + 4.25%, 0.75% Floor, 12/15/2027
2,913,451
2,912,242
48,251,005
Cable
& Satellite Television - 2.30%
CSC
Holdings LLC, First Lien October 2018 Incremental Term Loan, 1M US L + 2.25%, 01/15/2026
208,348
205,744
NewCo
I B.V., First Lien Facility AV1 Term Loan, 1M US L + 3.50%, 01/31/2029
500,000
502,313
Numericable
U.S. LLC, First Lien USD TLB-[12] Term Loan, 1M US L + 3.69%, 01/31/2026
1,850,000
1,837,281
Radiate
HoldCo LLC, First Lien B Term Loan, 1M US L + 3.50%, 0.75% Floor, 09/25/2026
1,164,611
1,168,064
UPC
Financing Partnership, First Lien Facility AT Term Loan, 1M US L + 2.25%, 04/30/2028
145,844
144,641
UPC
Financing Partnership, First Lien Facility AV Term Loan, 3M US L + 3.50%, 01/31/2029
500,000
502,312
4,360,355
Chemical
& Plastics - 2.84%
Ascend
Performance Materials Operations LLC, First Lien Initial Term Loan, 3M US L + 5.25%, 1.00% Floor, 08/27/2026
987,500
992,438
Composite
Resins Holding B.V., First Lien Initial Term Loan, 3M US L + 4.25%, 1.00% Floor, 08/01/2025(b)
2,059,395
2,074,840
Gemini
HDPE LLC, First Lien B Term Loan, 3M US L + 3.25%, 0.50% Floor, 12/10/2027
312,500
311,328
PQ
Corp., First Lien Initial Term Loan, 3M US L + 3.00%, 1.00% Floor, 02/07/2027
342,141
344,102
Spectrum
Holdings III Corp., First Lien Closing Date Term Loan, 3M US L + 3.25%, 1.00% Floor, 01/31/2025
370,073
350,921
Vantage
Specialty Chemicals, Inc., First Lien Closing Date Term Loan, 3M US L + 3.50%, 1.00% Floor, 10/28/2024
855,730
816,332
Vantage
Specialty Chemicals, Inc., Second Lien Initial Term Loan, 3M US L + 8.25%, 1.00% Floor, 10/27/2025
588,834
510,371
5,400,332
Conglomerates
- 2.07%
Genuine
Financial Holdings LLC, First Lien Initial Term Loan, 1M US L + 3.75%, 07/11/2025
2,089,871
2,036,318
Output
Services Group, Inc., First Lien B Term Loan, 3M US L + 4.50%, 1.00% Floor, 03/27/2024
463,118
347,339
Sabre
GLBL, Inc., First Lien 2020 Other B Term Loan, 3M US L + 4.00%, 0.75% Floor, 12/17/2027
195,122
195,854
Spring
Education Group, Inc., First Lien Initial Term Loan, 3M US L + 4.25%, 07/30/2025
1,148,677
1,096,986
VT
Topco, Inc., First Lien Initial Term Loan, 1M US L + 3.50%, 08/01/2025
249,915
247,103
3,923,600
Containers
& Glass Products - 3.30%
BWay
Holding Company, First Lien Initial Term Loan, 3M US L + 3.25%, 04/03/2024
1,833,046
1,775,763
Charter
NEX US, Inc., First Lien Initial Term Loan, 1M US L + 4.25%, 0.75% Floor, 12/01/2027
1,392,505
1,401,382
See
Notes to Financial Statements.
24
www.blackstone-credit.com
Blackstone
Long-Short Credit Income Fund
Portfolio
of Investments
December
31, 2020
Value
Containers
& Glass Products (continued)
Flex
Acquisition Company, Inc., First Lien Incremental B-2018 Term Loan, 3M US L + 3.00%, 06/29/2025
$
1,047,282
$
1,036,809
Flex
Acquisition Company, Inc., First Lien Initial Term Loan, 3M US L + 3.00%, 1.00% Floor, 12/29/2023
82,371
82,114
IBC
Capital I, Ltd., First Lien Tranche B-1 Term Loan, 3M US L + 3.75%, 09/11/2023
875,250
866,498
IBC
Capital, Ltd., Second Lien Tranche B-1 Term Loan, 3M US L + 7.00%, 09/11/2024(b)
507,363
461,700
ProAmpac
PG Borrower LLC, First Lien Initial Term Loan, 3M US L + 3.50%, 1.00% Floor, 11/20/2023(b)
96,038
95,978
Strategic
Materials Holding Corp., Second Lien Initial Term Loan, 3M US L + 7.75%, 1.00% Floor, 10/31/2025(b)
533,333
245,333
Trident
TPI Holdings, Inc., First Lien Tranche B-1 Term Loan, 3M US L + 3.00%, 1.00% Floor, 10/17/2024
306,316
303,084
6,268,661
Diversified
Insurance - 1.41%
AmWINS
Group, Inc., First Lien Term Loan, 1M US L + 2.75%, 1.00% Floor, 01/25/2024
200,447
200,913
CP
VI Bella Midco LLC, Second Lien Initial Term Loan, 1M US L + 6.75%, 12/29/2025
364,286
361,098
NFP
Corp., First Lien Closing Date Term Loan, 1M US L + 3.25%, 02/15/2027
1,273,673
1,249,339
Ryan
Specialty Group LLC, First Lien Initial Term Loan, 1M US L + 3.25%, 0.75% Floor, 09/01/2027
860,856
860,856
2,672,206
Drugs
- 1.69%
Albany
Molecular Research, Inc., First Lien 2020 Term Loan, 3M US L + 3.50%, 1.00% Floor, 08/30/2024
350,000
351,752
Albany
Molecular Research, Inc., First Lien Initial Term Loan, 3M US L + 3.25%, 1.00% Floor, 08/30/2024
544,055
547,003
Arbor
Pharmaceuticals LLC, First Lien Initial Term Loan, 6M US L + 5.00%, 1.00% Floor, 07/05/2023
1,070,634
1,038,515
Cambrex
Corp., First Lien Tranche B-1 Dollar Term Loan, 1M US L + 4.50%, 1.00% Floor, 12/04/2026
1,254,964
1,267,514
3,204,784
Ecological
Services & Equipment - 1.12%
EnergySolutions
LLC, First Lien Initial Term Loan, 3M US L + 3.75%, 1.00% Floor, 05/09/2025
1,849,107
1,825,217
Tunnel
Hill Partners LP, First Lien Initial Term Loan, 1M US L + 3.50%, 02/06/2026
328,659
304,831
2,130,048
Electronics/Electric
- 25.94%
Allegro
Microsystems, Inc., First Lien Initial Term Loan, 1M US L + 4.00%, 0.50% Floor, 09/30/2027(b)
40,525
40,525
Applovin
Corp., First Lien Amendment No. 3 New Term Loan, 1M US L + 4.00%, 08/15/2025
653,598
654,009
Boxer
Parent Company, Inc., First Lien Initial Dollar Term Loan, 1M US L + 4.25%, 10/02/2025
1,752,835
1,749,128
Brave
Parent Holdings, Inc., First Lien Initial Term Loan, 1M US L + 4.00%, 04/18/2025
1,150,324
1,146,011
ConvergeOne
Holdings, Corp., First Lien Initial Term Loan, 1M US L + 5.00%, 01/04/2026
1,773,000
1,679,918
CPI
International, Inc., Second Lien Initial Term Loan, 1M US L + 7.25%, 1.00% Floor, 07/26/2025(b)
209,020
192,298
DCert
Buyer, Inc., First Lien Initial Term Loan, 1M US L + 4.00%, 10/16/2026
1,286,280
1,287,084
Delta
Topco, Inc., First Lien Initial Term Loan, 3M US L + 3.75%, 0.75% Floor, 12/01/2027
1,916,793
1,919,591
DiscoverOrg
LLC, First Lien Initial Term Loan, 1M US L + 3.75%, 02/02/2026
994,429
996,915
ECI
Macola/MAX Holding LLC, First Lien Initial Term Loan, 3M US L + 3.75%, 0.75% Floor, 11/09/2027
2,048,182
2,048,602
Energizer
Holdings, Inc., First Lien 2020 Term Loan, 3M US L + 2.25%, 0.50% Floor, 12/22/2027
193,935
194,300
See
Notes to Financial Statements.
Annual
Report | December 31, 2020
25
Blackstone
Long-Short Credit Income Fund
Portfolio
of Investments
December
31, 2020
Value
Electronics/Electric
(continued)
Energizer
Holdings, Inc., First Lien Incremental Term Loan, 3M US L + 2.50%, 0.50% Floor, 12/16/2027
$
229,196
$
229,627
Excelitas
Technologies Corp., First Lien Initial USD Term Loan, 3M US L + 3.50%, 1.00% Floor, 12/02/2024
59,237
58,916
Fiserv
Investment Solutions, Inc., First Lien Initial Term Loan, 3M US L + 4.75%, 02/18/2027
812,957
821,225
Flexera
Software LLC, First Lien Term Loan, 3M US L + 3.25%, 0.75% Floor, 01/26/2028
724,623
725,529
Gigamon,
Inc., First Lien Initial Term Loan, 3M US L + 4.25%, 1.00% Floor, 12/27/2024
2,026,746
2,012,812
Help/Systems
Holdings, Inc., First Lien Initial Term Loan, 3M US L + 4.75%, 1.00% Floor, 11/19/2026
1,307,941
1,305,764
Hyland
Software, Inc., First Lien 2018 Refinancing Term Loan, 1M US L + 3.50%, 0.75% Floor, 07/01/2024
383,166
384,603
Hyland
Software, Inc., Second Lien Initial Term Loan, 1M US L + 7.00%, 0.75% Floor, 07/07/2025
531,095
536,847
Idera,
Inc., First Lien Initial Term Loan, 6M US L + 4.00%, 1.00% Floor, 06/28/2024
630,327
630,330
Imperva,
Inc., First Lien Term Loan, 3M US L + 4.00%, 1.00% Floor, 01/12/2026
1,312,368
1,315,649
Imprivata,
Inc., First Lien Initial Term Loan, 1M US L + 3.75%, 0.50% Floor, 12/01/2027
303,371
304,129
Internet
Brands, Inc., First Lien 2020 June New Term Loan, 1M US L + 3.75%, 1.00% Floor, 09/13/2024
935,868
935,868
Internet
Brands, Inc., First Lien Amendment No. 2 Initial Term Loan, 1M US L + 3.50%, 09/13/2024
1,495,105
1,479,130
Ivanti
Software, Inc., First Lien Initial Term Loan, 3M US L + 4.75%, 1.00% Floor, 12/01/2027
1,800,000
1,798,875
LI
Group Holdings, Inc., First Lien Initial Term Loan, 3M US L + 4.25%, 1.00% Floor, 12/20/2026(b)
712,800
708,345
MA
FinanceCo. LLC, First Lien Tranche B-4 Term Loan, 3M US L + 4.25%, 1.00% Floor, 06/05/2025
881,778
891,698
MACOM
Technology Solutions Holdings, Inc., First Lien Initial Term Loan, 1M US L + 2.25%, 05/17/2024
1,325,954
1,298,772
McAfee
LLC, First Lien B USD Term Loan, 1M US L + 3.75%, 09/30/2024
403,668
404,250
MLN
US HoldCo LLC, First Lien B Term Loan, 1M US L + 4.50%, 11/30/2025
1,211,197
1,103,988
Navico,
Inc., First Lien Initial Term Loan, 1M US L + 4.50%, 1.00% Floor, 03/31/2023
386,637
358,219
Park
Place Technologies LLC, First Lien Closing Date Term Loan, 1M US L + 5.00%, 1.00% Floor, 11/10/2027
1,440,000
1,387,195
Perforce
Software, Inc., First Lien New Term Loan, 1M US L + 3.75%, 07/01/2026
633,070
622,387
Plantronics,
Inc., First Lien Initial B Term Loan, 1M US L + 2.50%, 07/02/2025
430,101
421,800
Project
Alpha Intermediate Holding, Inc., 3M US L + 3.50%, 1.00% Floor, 04/26/2024
393,889
391,262
Project
Alpha Intermediate Holding, Inc., First Lien 2019 Incremental Term Loan, 3M US L + 4.25%, 04/26/2024
1,790,909
1,786,432
Project
Angel Parent LLC, First Lien Initial Term Loan, 6M US L + 3.75%, 1.00% Floor, 05/30/2025(b)
1,139,933
1,131,384
Project
Leopard Holdings, Inc., First Lien 2018 Repricing Term Loan, 6M US L + 4.50%, 1.00% Floor, 07/07/2023
537,542
536,031
Project
Leopard Holdings, Inc., First Lien 2019 Incremental Term Loan, 3M US L + 4.25%, 1.00% Floor, 07/07/2023
305,760
304,996
Project
Silverback Holdings Corp., First Lien New Term Loan, 3M US L + 3.50%, 1.00% Floor, 08/21/2024
490,563
490,563
Quest
Software US Holdings, Inc., First Lien Initial Term Loan, 3M US L + 4.25%, 05/16/2025
950,645
937,336
Quest
Software US Holdings, Inc., Second Lien Initial Term Loan, 3M US L + 8.25%, 05/18/2026
2,607,692
2,487,738
Rocket
Software, Inc., First Lien Initial Term Loan, 1M US L + 4.25%, 11/28/2025
1,516,170
1,506,375
S2P
Acquisition Borrower, Inc., First Lien Initial Term Loan, 1M US L + 4.00%, 08/14/2026
987,500
987,500
SonicWall
US Holdings, Inc., Second Lien Initial Term Loan, 3M US L + 7.50%, 05/18/2026
1,440,000
1,291,882
Sophia
LP, First Lien Closing Date Term Loan, 3M US L + 3.75%, 0.75% Floor, 10/07/2027
598,007
600,889
Triton
Solar US Acquisition Co., First Lien Initial Term Loan, 3M US L + 6.00%, 10/29/2024
196,293
178,136
Veritas
US, Inc., First Lien Initial Dollar B-2020 Term Loan, 3M US L + 5.50%, 1.00% Floor, 09/01/2025
882,280
881,067
Vero
Parent, Inc., First Lien 2018 Refinancing Term Loan, 3M US L + 6.25%, 08/16/2024
748,331
748,051
See
Notes to Financial Statements.
26
www.blackstone-credit.com
Blackstone
Long-Short Credit Income Fund
Portfolio
of Investments
December
31, 2020
Value
Electronics/Electric
(continued)
Vero
Parent, Inc., First Lien 2019 Incremental Term Loan, 3M US L + 6.00%, 1.00% Floor, 08/16/2024
$
1,439,670
$
1,441,923
Web.com
Group, Inc., First Lien Initial Term Loan, 1M US L + 3.75%, 10/10/2025
1,635,616
1,615,850
Web.com
Group, Inc., Second Lien Initial Term Loan, 1M US L + 7.75%, 10/09/2026
310,947
298,381
49,260,135
Financial
Intermediaries - 1.39%
ION
Trading Technologies SARL, First Lien 2018 Initial Dollar Term Loan, 3M US L + 4.00%, 1.00% Floor, 11/21/2024
1,383,246
1,382,755
PI
UK Holdco II, Ltd., First Lien Facility B1 Term Loan, 1M US L + 3.50%, 1.00% Floor, 01/03/2025
1,250,357
1,249,350
2,632,105
Food
Products - 2.03%
Alphabet
Holding Company, Inc., First Lien Initial Term Loan, 1M US L + 3.50%, 09/26/2024
1,605,970
1,594,479
Arterra
Wines Canada, Inc., First Lien Initial Tranche B-1 Term Loan, 3M US L + 3.50%, 0.75% Floor, 11/24/2027
176,087
177,243
Froneri
International, Ltd., Second Lien Facility Term Loan, 1M US L + 5.75%, 01/31/2028
100,800
102,060
Snacking
Investments Bidco Pty Limited, First Lien Initial US Term Loan, 1M US L + 4.00%, 1.00% Floor, 12/18/2026(b)
535,726
536,396
TKC
Holdings, Inc., First Lien Initial Term Loan, 6M US L + 3.75%, 1.00% Floor, 02/01/2023
704,598
693,148
TKC
Holdings, Inc., Second Lien Initial Term Loan, 6M US L + 8.00%, 1.00% Floor, 02/01/2024
831,382
744,087
3,847,413
Food
Service - 3.46%
CEC
Entertainment, Inc., Exit Facility, First Lien Term Loan, 6M US L + 9.25%, 1.00% Floor, 12/30/2025(b)
439,944
542,596
CEC
Entertainment, Inc., Second Lien Term Loan, 6M US L + 6.50%, 1.00% Floor, 12/30/2027(b)
298,917
292,939
Fogo
de Chao, Inc., First Lien 2018 Refinancing Term Loan, 3M US L + 4.25%, 1.00% Floor, 04/07/2025
1,072,049
973,892
IRB
Holding Corp., First Lien 2020 Replacement B Term Loan, 3M US L + 2.75%, 1.00% Floor, 02/05/2025
600,000
596,079
IRB
Holding Corp., First Lien Fourth Amendment Incremental Term Loan, 3M US L + 3.25%, 1.00% Floor, 12/15/2027
722,951
725,098
Quidditch
Acquisition, Inc., First Lien B Term Loan, 3M US L + 7.00%, 1.00% Floor, 03/21/2025
1,723,201
1,626,986
Tacala
Investment Corp., First Lien Initial Term Loan, 1M US L + 3.75%, 0.75% Floor, 02/05/2027
622,005
618,441
Tacala
Investment Corp., Second Lien Initial Term Loan, 1M US L + 7.50%, 0.75% Floor, 02/04/2028
1,207,931
1,196,359
6,572,390
Food/Drug
Retailers - 1.05%
CNT
Holdings I Corp, Second Lien Initial Term Loan, 3M US L + 6.75%, 0.75% Floor, 11/06/2028(b)
592,000
603,840
EG
Group, Ltd., First Lien Additional Facility Term Loan, 3M US L + 4.00%, 02/07/2025
1,260,595
1,249,413
EG
Group, Ltd., First Lien Facility B Term Loan, 3M US L + 4.00%, 02/07/2025
135,069
133,872
1,987,125
Health
Insurance - 0.66%
MPH
Acquisition Holdings LLC, First Lien Initial Term Loan, 3M US L + 2.75%, 1.00% Floor, 06/07/2023
1,258,605
1,255,169
See
Notes to Financial Statements.
Annual
Report | December 31, 2020
27
Blackstone
Long-Short Credit Income Fund
Portfolio
of Investments
December
31, 2020
Value
Healthcare
- 19.07%
Alvogen
Pharma US, Inc., First Lien 2018 Refinancing Term Loan, 6M US L + 4.75%, 1.00% Floor, 04/04/2022
$
1,643,916
$
1,611,860
American
Renal Holdings, Inc., First Lien B Term Loan, 1M US L + 5.00%, 06/21/2024
2,705,173
2,703,969
Auris
Luxembourg III SARL, First Lien Facility B2 Term Loan, 1M US L + 3.75%, 02/27/2026
1,786,366
1,730,542
BioClinica
Holding I LP, First Lien Initial Term Loan, 1M US L + 4.25%, 1.00% Floor, 10/20/2023
608,021
607,644
BioClinica
Holding I LP, Second Lien Initial Term Loan, 1M US L + 8.25%, 1.00% Floor, 10/21/2024
789,474
789,474
Carestream
Health, Inc., First Lien 2023 Extended Term Loan, 6M US L + 6.75%, 1.00% Floor, 05/08/2023
132,839
131,013
Carestream
Health, Inc., Second Lien 2023 Extended Term Loan, 3M US L + 4.50%, 8.00% PIK, 1.00% Floor, 08/08/2023(b)(c)
3,533,665
2,650,248
CHG
Healthcare Services, Inc., 3M US L + 3.00%, 1.00% Floor, 06/07/2023
1,080,000
1,075,783
Covenant
Surgical Partners, Inc., First Lien Initial Term Loan, 1M US L + 4.00%, 07/01/2026
856,597
841,606
CPI
Holdco LLC, First Lien Closing Date Term Loan, 1M US L + 4.25%, 11/04/2026(b)
571,763
573,192
Envision
Healthcare Corp., First Lien Initial Term Loan, 1M US L + 3.75%, 10/10/2025
1,457,821
1,222,572
Femur
Buyer, Inc., First Lien Initial Term Loan, 3M US L + 4.50%, 03/05/2026
369,641
346,538
Genesis
Care Finance Pty, Ltd., First Lien Facility B5 Term Loan, 3M US L + 5.00%, 1.00% Floor, 05/14/2027
1,723,816
1,723,816
Lanai
Holdings II, Inc., First Lien Initial Term Loan, 3M US L + 4.75%, 1.00% Floor, 08/29/2022
919,821
891,076
LifePoint
Health, Inc., First Lien B Term Loan, 1M US L + 3.75%, 11/16/2025
1,576,083
1,575,004
Maravai
Intermediate Holdings LLC, First Lien Initial Term Loan, 3M US L + 4.25%, 1.00% Floor, 10/19/2027(b)
1,155,000
1,167,994
Navicure,
Inc., First Lien Initial Term Loan, 1M US L + 4.00%, 10/22/2026
906,196
906,200
NMSC
Holdings, Inc., First Lien Initial Term Loan, 3M US L + 5.00%, 1.00% Floor, 04/19/2023
201,350
196,316
nThrive,
Inc., First Lien Additional B-2 Term Loan, 1M US L + 4.50%, 1.00% Floor, 10/20/2022
321,119
319,813
Onex
TSG Holdings II Corp., First Lien Initial Term Loan, 3M US L + 4.00%, 1.00% Floor, 07/29/2022
2,348,120
2,322,443
Parexel
International Corp., First Lien Initial Term Loan, 1M US L + 2.75%, 09/27/2024
711,729
701,053
Pathway
Vet Alliance LLC, First Lien Initial Delayed Draw Term Loan, 1M US L + 4.00%, 03/31/2027
65,433
65,506
Pathway
Vet Alliance LLC, First Lien Initial Term Loan, 1M US L + 4.00%, 03/31/2027
801,076
801,978
PetVet
Care Centers LLC, First Lien Initial Term Loan, 1M US L + 2.75%, 02/14/2025
431,160
422,942
Phoenix
Guarantor, Inc., First Lien Tranche B-1 Term Loan, 1M US L + 3.25%, 03/05/2026
1,647,469
1,640,954
Pluto
Acquisition I, Inc., First Lien Incremental B Term Loan, 1M US L + 5.00%, 0.50% Floor, 06/22/2026(b)
184,615
185,308
Project
Ruby Ultimate Parent Corp., First Lien New Term Loan, 1M US L + 3.50%, 1.00% Floor, 02/09/2024
640,579
634,974
Sunshine
Luxembourg VII SARL, First Lien Facility B1 Term Loan, 3M US L + 4.00%, 1.00% Floor, 10/01/2026
172,700
173,766
Surgery
Center Holdings, Inc., First Lien Initial Term Loan, 1M US L + 3.25%, 1.00% Floor, 09/03/2024
1,491,531
1,469,575
Tecostar
Holdings, Inc., First Lien 2017 Term Loan, 3M US L + 3.50%, 1.00% Floor, 05/01/2024
535,530
527,497
U.S.
Anesthesia Partners, Inc., First Lien Initial Term Loan, 3M US L + 3.00%, 1.00% Floor, 06/23/2024
1,405,919
1,378,461
Unified
Women's Healthcare LLC, First Lien Term Loan, 3M US L + 4.50%, 0.75% Floor, 12/18/2027(b)
566,327
564,911
Verscend
Holding Corp., First Lien B Term Loan, 1M US L + 4.50%, 08/27/2025
895,420
896,763
Viant
Medical Holdings, Inc., First Lien Initial Term Loan, 1M US L + 3.75%, 07/02/2025
733,125
712,660
Vyaire
Medical, Inc., First Lien Term Loan, 3M US L + 4.75%, 1.00% Floor, 04/16/2025
149,035
121,711
YI
LLC, First Lien Initial Term Loan, 1M US L + 4.00%, 1.00% Floor, 11/07/2024(b)
1,377,127
1,301,385
Zest
Acquisition Corp., Second Lien Initial Term Loan, 1M US L + 7.50%, 1.00% Floor, 03/13/2026(b)
1,285,714
1,221,429
36,207,976
See
Notes to Financial Statements.
28
www.blackstone-credit.com
Blackstone
Long-Short Credit Income Fund
Portfolio
of Investments
December
31, 2020
Value
Home
Furnishings - 1.78%
AI
Aqua Merger Sub, Inc., First Lien 2017 Incremental Term Loan, 1M US L + 3.25%, 1.00% Floor, 12/13/2023(b)
$
620,800
$
617,696
AI
Aqua Merger Sub, Inc., First Lien Tranche B-1 Term Loan, 1M US L + 3.25%, 1.00% Floor, 12/13/2023
1,039,429
1,035,531
APX
Group, Inc., First Lien Initial Term Loan, 3M US L + 5.00%, 12/31/2025
1,181,216
1,177,100
Prime
Security Services Borrower LLC, First Lien 2019 Refinancing B-1 Term Loan, 1M US L + 3.25%, 1.00% Floor, 09/23/2026
541,538
545,683
3,376,010
Industrial
Equipment - 3.62%
Apex
Tool Group LLC, First Lien Third Amendment Term Loan, 1M US L + 5.25%, 1.25% Floor, 08/01/2024
448,852
445,012
Engineered
Machinery Holdings, Inc., First Lien Initial Term Loan, 3M US L + 3.00%, 1.00% Floor, 07/19/2024
1,103,860
1,102,138
Justrite
Safety Group, First Lien Delayed Draw Term Loan, 1M US L + 4.50%, 06/28/2026(b)(d)
43,279
41,007
Justrite
Safety Group, First Lien Initial Term Loan, 1M US L + 4.50%, 06/28/2026(b)
800,677
758,641
LTI
Holdings, Inc., First Lien Initial Term Loan, 1M US L + 3.50%, 09/06/2025
1,230,114
1,198,156
LTI
Holdings, Inc., Second Lien Initial Term Loan, 1M US L + 6.75%, 09/06/2026(b)
382,979
372,447
Tailwind
Smith Cooper Intermediate Corp., First Lien Initial Term Loan, 1M US L + 5.00%, 05/28/2026
317,200
301,776
Titan
Acquisition, Ltd., First Lien Initial Term Loan, 6M US L + 3.00%, 03/28/2025
1,298,437
1,269,741
Vertical
Midco GmbH, First Lien Facility B Term Loan, 6M US L + 4.25%, 07/14/2027
1,378,944
1,391,251
6,880,169
Insurance
- 0.82%
Baldwin
Risk Partners LLC, First Lien Initial Term Loan, 1M US L + 4.00%, 0.75% Floor, 10/14/2027
945,000
946,181
Outcomes
Group Holdings, Inc., First Lien Initial Term Loan, 3M US L + 3.25%, 10/24/2025(b)
384,873
379,100
Outcomes
Group Holdings, Inc., Second Lien Initial Term Loan, 3M US L + 7.50%, 10/26/2026
266,272
241,421
1,566,702
Leisure
Goods/Activities/Movies - 1.95%
Alterra
Mountain Company, First Lien Additional Term Loan, 1M US L + 4.50%, 1.00% Floor, 08/01/2026
1,116,266
1,126,033
Amplify
Finco Pty, Ltd., First Lien U.S. Dollar Term Loan, 1M US L + 4.25%, 0.75% Floor, 11/26/2026(b)
893,250
830,723
Recess
Holdings, Inc., First Lien Initial Term Loan, 3M US L + 3.75%, 1.00% Floor, 09/30/2024
1,107,068
1,057,250
Travelport
Finance SARL, First Lien Initial (Priority) Term Loan, 3M US L + 8.00, 6.50% PIK, 1.00% Floor, 02/28/2025
255,682
252,885
Travelport
Finance SARL, First Lien Initial Term Loan, 3M US L + 5.00%, 05/29/2026
648,660
444,874
3,711,765
Nonferrous
Metals/Minerals - 0.15%
American
Rock Salt Company LLC, First Lien Initial Term Loan, 1M US L + 3.50%, 1.00% Floor, 03/21/2025
285,964
286,572
Oil
& Gas - 1.40%
BCP
Raptor II LLC, First Lien Initial Term Loan, 1M US L + 4.75%, 11/03/2025
324,653
293,973
Lower
Cadence Holdings LLC, First Lien Initial Term Loan, 1M US L + 4.00%, 05/22/2026
494,244
483,897
Lucid
Energy Group II Borrower LLC, First Lien Initial Term Loan, 1M US L + 3.00%, 1.00% Floor, 02/17/2025
1,250,316
1,192,358
PGS
ASA, First Lien 2020 Term Loan, 3M US L + 7.50%, 03/19/2024
699,176
581,190
See
Notes to Financial Statements.
Annual
Report | December 31, 2020
29
Blackstone
Long-Short Credit Income Fund
Portfolio
of Investments
December
31, 2020
Value
Oil
& Gas (continued)
RDV
Resources Properties LLC, First Lien Term Loan, 1M US L + 0.50%, 14.00% PIK, 1.00% Floor, 03/29/2024(b)(c)
$
290,652
$
101,729
2,653,147
Property
& Casualty Insurance - 2.00%
AssuredPartners,
Inc., First Lien 2020 February Refinancing Term Loan, 1M US L + 3.50%, 02/12/2027
1,543,550
1,523,407
AssuredPartners,
Inc., First Lien 2020 June Incremental Term Loan, 1M US L + 4.50%, 1.00% Floor, 02/12/2027
203,011
203,774
Asurion
LLC, Second Lien Replacement B-2 Term Loan, 1M US L + 6.50%, 08/04/2025
1,673,380
1,689,695
ExamWorks
Group, Inc., 1M US L + 3.25%, 1.00% Floor, 07/27/2023
380,488
380,647
3,797,523
Publishing
- 1.80%
Champ
Acquisition Corp., First Lien Initial Term Loan, 3M US L + 5.50%, 12/19/2025
1,269,403
1,267,499
Recorded
Books, Inc., First Lien 2020 New Term Loan, 1M US L + 4.25%, 0.50% Floor, 08/29/2025
1,000,000
1,004,165
Shutterfly,
Inc., First Lien B Term Loan, 3M US L + 6.00%, 1.00% Floor, 09/25/2026
1,153,394
1,150,308
3,421,972
Radio
& Television - 2.31%
E.W.
Scripps Company, First Lien B3 Term Loan, 3M US L + 3.00%, 0.75% Floor, 12/15/2027
275,000
275,730
iHeartCommunications,
Inc., First Lien New Term Loan, 1M US L + 3.00%, 05/01/2026
1,546,096
1,524,195
Terrier
Media Buyer, Inc., First Lien B Term Loan, 1M US L + 4.25%, 12/17/2026
1,760,870
1,766,654
William
Morris Endeavor Entertainment LLC, First Lien B-1 Term Loan, 1M US L + 2.75%, 05/18/2025
890,720
825,769
4,392,348
Retailers
(except food & drug) - 0.39%
FBB
Holdings III, Inc., First Lien Initial Term Loan, 3M US L + 9.00%, 1.00% Floor, 02/07/2024(b)
137,096
130,241
FBB
Holdings III, Inc., Second Lien Initial Term Loan, 3M US L + 7.00%, 6.00% PIK, 01/31/2025(b)
51,766
40,118
Spencer
Spirit IH LLC, First Lien Initial Term Loan, 1M US L + 6.00%, 06/19/2026
558,604
556,858
Sports
Authority, Inc., First Lien B Term Loan, 3M US L + 6.00%, 1.50% Floor, 11/16/2017(b)(e)
3,226,826
6,454
733,671
Steel
- 0.25%
Graftech
International, Ltd., First Lien Initial Term Loan, 1M US L + 3.50%, 1.00% Floor, 02/12/2025
243,691
244,097
Phoenix
Services International LLC, First Lien B Term Loan, 1M US L + 3.75%, 1.00% Floor, 03/01/2025
236,179
234,039
478,136
Surface
Transport - 1.06%
Drive
Chassis Holdco LLC, Second Lien B Term Loan, 3M US L + 8.25%, 04/10/2026
867,138
865,244
SMB
Shipping Logistics LLC, First Lien Term Loan, 3M US L + 4.00%, 1.00% Floor, 02/02/2024
1,161,509
1,149,603
2,014,847
Telecommunications
- 3.90%
Aventiv
Technologies LLC, First Lien Initial Term Loan, 3M US L + 4.50%, 1.00% Floor, 11/01/2024
135,600
127,634
CCI
Buyer, Inc., First Lien Term Loan, 3M US L + 4.00%, 0.75% Floor, 12/17/2027
975,904
976,714
Ensono
LP, First Lien Term Loan, 1M US L + 5.25%, 06/27/2025
995,406
991,673
See
Notes to Financial Statements.
30
www.blackstone-credit.com
Blackstone
Long-Short Credit Income Fund
Portfolio
of Investments
December
31, 2020
Value
Telecommunications
(continued)
Greeneden
U.S. Holdings I LLC, First Lien Initial Dollar (2020) Term Loan, 1M US L + 4.00%, 0.75% Floor, 12/01/2027
$
746,473
$
749,157
Masergy
Holdings, Inc., First Lien 2017 Replacement Term Loan, 3M US L + 3.25%, 1.00% Floor, 12/15/2023
1,051,282
1,044,711
Masergy
Holdings, Inc., Second Lien Initial Term Loan, 3M US L + 7.50%, 1.00% Floor, 12/16/2024
548,872
544,756
Peak
10 Holding Corp., First Lien Initial Term Loan, 3M US L + 3.50%, 08/01/2024
703,636
632,636
Rackspace
Technology Global, Inc., First Lien B Term Loan, 3M US L + 3.00%, 1.00% Floor, 11/03/2023
975,229
975,351
TierPoint
LLC, First Lien Initial Term Loan, 1M US L + 3.75%, 1.00% Floor, 05/06/2024
1,367,789
1,365,080
7,407,712
Utilities
- 2.86%
Brookfield
WEC Holdings, Inc., First Lien Initial (2020) Term Loan, 1M US L + 3.00%, 0.75% Floor, 08/01/2025
1,047,328
1,046,208
Calpine
Corp., First Lien 2020 Term Loan, 1M US L + 2.25%, 12/16/2027
1,037,968
1,032,518
Eastern
Power LLC, First Lien Term Loan, 3M US L + 3.75%, 1.00% Floor, 10/02/2025
301,682
285,110
Granite
Acquisition, Inc., First Lien Initial B Term Loan, 1M US L + 3.75%, 1.00% Floor, 09/19/2022
450,000
452,108
Granite
Acquisition, Inc., Second Lien B Term Loan, 1M US L + 7.25%, 1.00% Floor, 12/19/2022
2,167,888
2,165,189
Green
Energy Partners/Stonewall LLC, First Lien B-1 Conversion Advances Term Loan, 3M US
L
+ 5.50%, 1.00% Floor, 11/13/2021
485,000
448,928
5,430,061
TOTAL
FLOATING RATE LOAN INTERESTS
(Cost
$248,665,252)
245,939,455
COLLATERALIZED
LOAN OBLIGATION SECURITIES(a) -2.69%
Structured
Finance Obligations - 2.69%
Barings
CLO, Ltd. 2020-II, 3M US L + 7.90%, 10/15/2033(b)(f)
500,000
501,121
HPS
Loan Management 6-2015, Ltd., 3M US L + 5.10%, 02/05/2031(b)(f)
833,000
744,366
Kayne
CLO II, Ltd., 3M US L + 6.10%, 10/15/2031(b)(f)
750,000
737,426
Neuberger
Berman Loan Advisers CLO 27, Ltd., 3M US L + 5.20%, 01/15/2030(b)(f)
667,000
630,036
Romark
CLO II, Ltd., 3M US L + 3.35%, 07/25/2031(b)(f)
250,000
241,975
Tiaa
Clo III, Ltd., 3M US L + 5.90%, 01/16/2031(b)(f)
2,500,000
2,262,463
5,117,387
TOTAL
COLLATERALIZED LOAN OBLIGATION SECURITIES
(Cost
$5,374,198)
5,117,387
CORPORATE
BONDS - 29.75%
Aerospace
& Defense - 0.79%
Booz
Allen Hamilton, Inc., 3.875%, 09/01/2028(f)
389,000
401,399
TransDigm,
Inc.:
8.000%,
12/15/2025(f)
380,000
420,884
6.250%,
03/15/2026(f)
631,000
672,807
1,495,090
Automotive
- 0.16%
Dana,
Inc., 5.625%, 06/15/2028
279,000
300,864
See
Notes to Financial Statements.
Annual
Report | December 31, 2020
31
Blackstone
Long-Short Credit Income Fund
Portfolio
of Investments
December
31, 2020
Value
Brokers,
Dealers & Investment Houses - 0.52%
AG
Issuer LLC, 6.250%, 03/01/2028(f)
$
972,000
$
985,365
Building
& Development - 3.13%
Builders
FirstSource, Inc., 6.750%, 06/01/2027(f)
524,000
569,043
Cornerstone
Building Brands, Inc., 6.125%, 01/15/2029(f)
529,000
563,054
Griffon
Corp., 5.750%, 03/01/2028
1,816,000
1,923,489
Installed
Building Products, Inc., 5.750%, 02/01/2028(f)
254,000
271,414
JELD-WEN,
Inc., 6.250%, 05/15/2025(f)
771,000
836,535
Summit
Materials LLC / Summit Materials Finance Corp., 5.250%, 01/15/2029(f)
194,000
203,943
TRI
Pointe Group, Inc., 5.700%, 06/15/2028
284,000
321,346
Tutor
Perini Corp., 6.875%, 05/01/2025(f)
1,264,000
1,249,780
5,938,604
Business
Equipment & Services - 2.12%
Austin
BidCo, Inc., 7.125%, 12/15/2028(f)
258,000
269,771
Diebold
Nixdorf, Inc., 9.375%, 07/15/2025(f)
567,000
636,103
Iron
Mountain, Inc.:
5.000%,
07/15/2028(f)
278,000
295,689
5.250%,
07/15/2030(f)
773,000
835,806
5.625%,
07/15/2032(f)
440,000
485,701
Outfront
Media Capital LLC / Outfront Media Capital Corp., 6.250%, 06/15/2025(f)
1,430,000
1,511,332
4,034,402
Cable
& Satellite Television - 2.92%
Altice
France Holding SA, 6.000%, 02/15/2028(f)
1,140,000
1,156,627
Altice
France SA, 7.375%, 05/01/2026(f)
1,250,000
1,317,187
CSC
Holdings LLC, 4.625%, 12/01/2030(f)
1,064,000
1,112,024
Virgin
Media Finance PLC, 5.000%, 07/15/2030(f)
629,000
653,374
Virgin
Media Secured Finance PLC, 4.500%, 08/15/2030(f)
823,000
860,858
VMed
O2 UK Financing I PLC, 4.250%, 01/31/2031(f)
438,000
448,573
5,548,643
Chemical
& Plastics - 0.70%
FXI
Holdings, Inc.:
7.875%,
11/01/2024(f)
228,000
230,280
12.250%,
11/15/2026(f)
209,000
238,619
WR
Grace & Co.-Conn:
5.625%,
10/01/2024(f)
142,000
153,700
4.875%,
06/15/2027(f)
660,000
700,768
1,323,367
Containers
& Glass Products - 2.00%
Ardagh
Packaging Finance PLC / Ardagh Holdings USA, Inc.:
5.250%,
04/30/2025(f)
554,000
585,215
5.250%,
08/15/2027(f)
1,333,000
1,400,730
Flex
Acquisition Co., Inc., 6.875%, 01/15/2025(f)
575,000
585,062
Trident
TPI Holdings, Inc., 6.625%, 11/01/2025(f)
1,200,000
1,222,374
3,793,381
Diversified
Insurance - 2.53%
Alliant
Holdings Intermediate LLC / Alliant Holdings Co.-Issuer, 4.250%, 10/15/2027(f)
990,000
1,014,131
HUB
International, Ltd., 7.000%, 05/01/2026(f)
1,364,000
1,427,828
See
Notes to Financial Statements.
32
www.blackstone-credit.com
Blackstone
Long-Short Credit Income Fund
Portfolio
of Investments
December
31, 2020
Value
Diversified
Insurance (continued)
NFP
Corp.:
7.000%,
05/15/2025(f)
$
329,000
$
355,114
6.875%,
08/15/2028(f)
1,879,000
2,008,520
4,805,593
Drugs
- 0.69%
Avantor
Funding, Inc., 4.625%, 07/15/2028(f)
595,000
629,956
Bausch
Health Cos., Inc., 6.250%, 02/15/2029(f)
626,000
680,894
1,310,850
Electronics/Electric
- 0.72%
Banff
Merger Sub, Inc., 9.750%, 09/01/2026(f)
484,000
523,310
Boxer
Parent Co., Inc., 7.125%, 10/02/2025(f)
111,000
120,645
Spectrum
Brands, Inc., 5.500%, 07/15/2030(f)
300,000
323,812
Veritas
US, Inc. / Veritas Bermuda, Ltd., 7.500%, 09/01/2025(f)
397,000
407,918
1,375,685
Equipment
Leasing - 0.11%
Picasso
Finance Sub, Inc., 6.125%, 06/15/2025(f)
191,000
204,647
Farming/Agriculture
- 0.14%
Central
Garden & Pet Co., 4.125%, 10/15/2030
252,000
263,183
Food
Products - 0.43%
Dole
Food Co., Inc., 7.250%, 06/15/2025(f)
572,000
585,525
Post
Holdings, Inc., 4.625%, 04/15/2030(f)
228,000
240,132
825,657
Food
Service - 0.38%
IRB
Holding Corp., 7.000%, 06/15/2025(f)
386,000
422,390
TreeHouse
Foods, Inc., 4.000%, 09/01/2028
281,000
291,186
713,576
Healthcare
- 3.95%
Acadia
Healthcare Co., Inc., 5.500%, 07/01/2028(f)
1,268,000
1,364,273
DaVita,
Inc., 4.625%, 06/01/2030(f)
1,400,000
1,484,875
Envision
Healthcare Corp., 8.750%, 10/15/2026(f)
1,875,000
1,183,238
RP
Escrow Issuer LLC, 5.250%, 12/15/2025(f)
232,000
242,943
Syneos
Health, Inc., 3.625%, 01/15/2029(f)
237,000
238,100
Team
Health Holdings, Inc., 6.375%, 02/01/2025(f)
1,500,000
1,297,500
Tenet
Healthcare Corp.:
7.000%, 08/01/2025
400,000
414,210
5.125%,
11/01/2027(f)
1,200,000
1,273,500
7,498,639
Home
Furnishings - 0.31%
Prime
Security Services Borrower LLC / Prime Finance, Inc., 6.250%, 01/15/2028(f)
550,000
591,250
Industrial
Equipment - 0.25%
Vertical
Holdco GmbH, 7.625%, 07/15/2028(f)
215,000
234,753
Vertical
US Newco, Inc., 5.250%, 07/15/2027(f)
233,000
247,417
482,170
See
Notes to Financial Statements.
Annual
Report | December 31, 2020
33
Blackstone
Long-Short Credit Income Fund
Portfolio
of Investments
December
31, 2020
Value
Nonferrous Metals/Minerals
- 0.24%
Minerals
Technologies, Inc., 5.000%, 07/01/2028(f)
$
429,000
$
449,978
Oil & Gas - 0.20%
CSI Compressco LP
/ CSI Compressco Finance, Inc.:
7.500%, 04/01/2025(f)
116,000
110,043
10.000%,
10.75% PIK, 04/01/2026(c)(f)
361,000
278,872
388,915
Property & Casualty
Insurance - 0.79%
AssuredPartners,
Inc., 7.000%, 08/15/2025(f)
1,136,000
1,180,946
GTCR
AP Finance, Inc., 8.000%, 05/15/2027(f)
286,000
311,297
1,492,243
Radio & Television
- 2.22%
Nielsen
Finance LLC / Nielsen Finance Co., 5.625%, 10/01/2028(f)
741,000
806,523
Sinclair Television
Group, Inc.:
5.125%, 02/15/2027(f)
419,000
427,118
5.500%, 03/01/2030(f)
750,000
783,143
4.125%, 12/01/2030(f)
442,000
453,494
Univision
Communications, Inc., 6.625%, 06/01/2027(f)
1,616,000
1,738,452
4,208,730
Steel - 0.62%
GrafTech
Finance, Inc., 4.625%, 12/15/2028(f)
1,163,000
1,180,492
Surface Transport
- 0.49%
XPO
Logistics, Inc., 6.250%, 05/01/2025(f)
860,000
927,093
Telecommunications - 2.40%
CommScope
Technologies LLC, 6.000%, 06/15/2025(f)
1,139,000
1,166,165
Connect
Finco SARL / Connect US Finco LLC, 6.750%, 10/01/2026(f)
1,390,000
1,499,213
Zayo
Group Holdings, Inc., 4.000%, 03/01/2027(f)
1,892,000
1,899,199
4,564,577
Utilities - 0.94%
Calpine
Corp., 4.625%, 02/01/2029(f)
298,000
306,874
Pike
Corp., 5.500%, 09/01/2028(f)
1,397,000
1,479,074
1,785,948
TOTAL CORPORATE BONDS
(Cost $54,517,878)
56,488,942
Shares
COMMON STOCK - 0.64%
Building & Development
- 0.19%
Dayton
Superior LLC(b)(g)
4,295
365,034
Food Service - 0.39%
CEC
Brands, LLC - Equity(b)(g)
78,923
726,881
Oil & Gas - 0.06%
RDV
Resources, Inc.(b)(g)
17,619
–
See
Notes to Financial Statements.
34
www.blackstone-credit.com
Blackstone
Long-Short Credit Income Fund
Portfolio
of Investments
December
31, 2020
Shares
Value
Oil & Gas (continued)
SandRidge
Energy, Inc.(g)
37,842
$
117,310
117,310
TOTAL COMMON STOCK
(Cost $2,662,901)
1,209,225
WARRANTS - 0.00%
Healthcare - 0.00%
Carestream
Health expires 12/31/2049 at $0.01(b)
71
–
TOTAL WARRANTS
(Cost $0)
–
Total Investments- 162.59%
(Cost $311,220,229)
308,755,009
Liabilities in Excess of Other Assets
- (1.49)%
(2,826,927
)
Mandatory Redeemable Preferred Shares
- (10.60)%
(liquidation preference
plus distributions payable on term preferred shares)
(20,127,527
)
Leverage Facility
- (50.50)%
(95,900,000
)
Net
Assets - 100.00%
$
189,900,555
(a)
Floating
or variable rate security. The reference rate is described above. The rate in effect
as of December 31, 2020 is based on the reference rate plus the displayed spread as of
the security's last reset date. Where applicable, the reference rate is subject to a
floor rate.
(b)
Level
3 assets valued using significant unobservable inputs as a result of unavailable quoted
prices from an active market or the unavailability of other significant observable inputs.
(c)
Represents
a payment-in-kind (“PIK”) security which may pay interest/dividend in additional
par/shares.
(d)
A
portion of this position was not funded as of December 31, 2020. The Portfolio of Investments
records only the funded portion of each position. As of December 31, 2020,
the Fund has unfunded delayed draw loans in the amount of $229,020. Fair value of these
unfunded delayed draws was $223,072.
(e)
Security
is in default as of period end and is therefore non-income producing.
(f)
Security
exempt from registration under Rule 144A of the Securities Act of 1933. Total market
value of Rule 144A securities amounts to $58,092,050, which represented approximately
30.59% of net assets as of December 31, 2020. Such securities may normally be sold to
qualified institutional buyers in transactions exempt from registration.
(g)
Non-income
producing security.
See
Notes to Financial Statements.
Annual
Report | December 31, 2020
35
Blackstone
Strategic Credit Fund
Portfolio
of Investments
December
31, 2020
Value
FLOATING
RATE LOAN INTERESTS(a) - 128.10%
Aerospace
& Defense - 1.08%
Dynasty
Acquisition Co., Inc., First Lien 2020 B-1 Term Loan, 3M US L + 3.50%, 04/06/2026
$
2,000,028
$
1,911,136
Dynasty
Acquisition Co., Inc., First Lien 2020 B-2 Term Loan, 3M US L + 3.50%, 04/06/2026
1,075,170
1,027,384
Nordam
Group LLC, First Lien Initial Term Loan, 1M US L + 5.50%, 04/09/2026
4,728,000
3,900,600
6,839,120
Air
Transport - 1.62%
American
Airlines, Inc., First Lien 2018 Replacement Term Loan, 1M US L + 1.75%, 06/27/2025
1,813,369
1,511,443
Atlantic
Aviation FBO, Inc., First Lien B Term Loan, 1M US L + 3.75%, 12/06/2025(b)
1,496,183
1,496,183
Global
Medical Response, Inc., First Lien 2018 New Term Loan, 3M US L + 4.25%, 1.00% Floor, 03/14/2025
4,335,306
4,302,791
Global
Medical Response, Inc., First Lien 2020 Refinancing Term Loan, 3M US L + 3.25%, 1.00% Floor, 10/02/2025
2,983,406
2,970,354
10,280,771
Automotive
- 1.26%
Bright
Bidco B.V., First Lien 2018 Refinancing B Term Loan, 3M US L + 3.50%, 1.00% Floor, 06/30/2024
4,950,305
2,871,697
Clarios
Global LP, First Lien Initial Dollar Term Loan, 1M US L + 3.50%, 04/30/2026
2,972,272
2,967,933
Superior
Industries International, Inc., First Lien Replacement Term Loan, 1M US L + 4.00%, 05/22/2024
2,200,321
2,168,691
8,008,321
Brokers,
Dealers & Investment Houses - 1.96%
Advisor
Group Holdings, Inc., First Lien Initial B Term Loan, 1M US L + 5.00%, 07/31/2026
3,857,987
3,833,874
Deerfield
Dakota Holding LLC, First Lien Initial Dollar Term Loan, 1M US L + 3.75%, 1.00% Floor, 04/09/2027
4,666,766
4,693,764
Edelman
Financial Center LLC, Second Lien Initial Term Loan, 1M US L + 6.75%, 07/20/2026
1,846,154
1,860,000
Newport
Group Holdings II, Inc., First Lien Initial Term Loan, 3M US L + 3.50%, 09/12/2025
2,062,432
2,049,542
12,437,180
Building
& Development - 5.19%
C.H.I.
Overhead Doors, Inc., First Lien Third Amendment Initial Term Loan, 1M US L + 3.50%, 1.00% Floor, 07/31/2025
1,320,092
1,326,692
CP
Atlas Buyer, Inc., First Lien Initial Tranche B-1 Term Loan, 3M US L + 4.50%, 0.75% Floor, 11/23/2027
2,088,174
2,095,222
CP
Atlas Buyer, Inc., First Lien Initial Tranche B-2 Term Loan, 3M US L + 4.50%, 0.75% Floor, 11/23/2027
696,058
698,407
CPG
International LLC, First Lien New Term Loan, 3M US L + 3.75%, 1.00% Floor, 05/05/2024
456,347
457,203
Forterra
Finance LLC, First Lien Replacement Term Loan, 1M US L + 3.00%, 1.00% Floor, 10/25/2023
2,136,535
2,142,325
Hillman
Group, Inc., First Lien Initial Term Loan, 1M US L + 4.00%, 05/30/2025
6,842,280
6,827,842
LBM
Acquisition LLC, First Lien Initial Delayed Draw Term Loan, 3M US L + 3.75%, 0.75% Floor, 12/17/2027
766,694
767,652
LBM
Acquisition LLC, First Lien Initial Term Loan, 3M US L + 3.75%, 0.75% Floor, 12/17/2027
3,450,122
3,454,435
MI
Windows and Doors LLC, First Lien Initial Term Loan, 1M US L + 3.75%, 0.75% Floor, 12/18/2027
1,585,736
1,591,682
Ply
Gem Midco, Inc., First Lien Initial Term Loan, 1M US L + 3.75%, 04/12/2025
3,685,782
3,686,943
SRS
Distribution, Inc., First Lien Initial Term Loan, 1M US L + 3.00%, 05/23/2025
4,605,222
4,541,900
Tutor
Perini Corp., First Lien B Term Loan, 3M US L + 4.75%, 1.00% Floor, 08/18/2027
678,049
681,863
White
Cap Buyer LLC, First Lien Initial Closing Date Term Loan, 3M US L + 4.00%, 0.50% Floor, 10/19/2027
4,638,249
4,643,073
32,915,239
See
Notes to Financial Statements.
36
www.blackstone-credit.com
Blackstone
Strategic Credit Fund
Portfolio
of Investments
December
31, 2020
Principal
Amount
Value
Business
Equipment & Services - 25.92%
Access
CIG LLC, First Lien B Term Loan, 3M US L + 3.75%, 02/27/2025
$
2,848,248
$
2,825,106
Access
CIG LLC, Second Lien Initial Term Loan, 1M US L + 7.75%, 02/27/2026
1,384,578
1,372,463
Adevinta
ASA, First Lien Facility B2 Term Loan, 3M US L + 3.00%, 0.75% Floor, 10/22/2027
964,194
966,455
ALKU
LLC, First Lien B Term Loan, 3M US L + 5.50%, 1.00% Floor, 07/29/2026
5,774,433
5,781,652
Allied
Universal Holdco LLC, First Lien Initial Term Loan, 1M US L + 4.25%, 07/10/2026
3,117,880
3,109,290
APFS
Staffing Holdings, Inc., First Lien Initial Term Loan, 1M US L + 4.75%, 04/15/2026
5,372,727
5,288,805
AqGen
Ascensus, Inc., First Lien Seventh Amendment Replacement Term Loan, 3M US L + 4.00%, 1.00% Floor, 12/03/2026
7,067,022
7,097,940
BMC
Acquisition, Inc., First Lien Initial Term Loan, 3M US L + 5.25%, 1.00% Floor, 12/28/2024(b)
2,758,437
2,730,853
Cambium
Learning Group, Inc., First Lien Initial Term Loan, 3M US L + 4.50%, 12/18/2025
4,950,658
4,933,331
Cambium
Learning Group, Inc., Second Lien Initial Term Loan, 3M US L + 8.50%, 12/18/2026(b)
1,057,333
1,038,830
Camelot
U.S. Acquisition 1 Co., First Lien Amendment No. 2 Incremental Term Loan, 1M US L + 3.00%, 1.00% Floor, 10/30/2026
1,755,396
1,758,134
Cast
& Crew Payroll LLC, First Lien Initial Term Loan, 1M US L + 3.75%, 02/09/2026
4,687,350
4,588,471
DG
Investment Intermediate Holdings 2, Inc., First Lien Initial Term Loan, 1M US L + 3.00%, 0.75% Floor, 02/03/2025
3,822,012
3,790,958
DG
Investment Intermediate Holdings 2, Inc., Second Lien Initial Term Loan, 1M US L + 6.75%, 0.75% Floor, 02/02/2026(b)
1,422,414
1,379,741
Dun
& Bradstreet Corp., First Lien Initial Borrowing Term Loan, 1M US L + 3.75%, 02/06/2026
4,925,218
4,936,841
Epicor
Software Corp., First Lien B (2020) Term Loan, 1M US L + 4.25%, 1.00% Floor, 07/30/2027
1,879,169
1,893,752
Epicor
Software Corp., Second Lien Initial Term Loan, 1M US L + 7.75%, 1.00% Floor, 07/31/2028
2,388,305
2,499,516
eResearchTechnology,
Inc., First Lien Initial Term Loan, 1M US L + 4.50%, 1.00% Floor, 02/04/2027
1,820,850
1,808,332
Garda
World Security Corp., First Lien Initial Term Loan, 3M US L + 4.75%, 10/30/2026
5,298,049
5,312,619
GI
Revelation Acquisition LLC, First Lien Initial Term Loan, 1M US L + 5.00%, 04/16/2025
3,726,757
3,670,855
GI
Revelation Acquisition LLC, Second Lien Initial Term Loan, 1M US L + 9.00%, 04/16/2026
4,200,000
4,074,000
Globallogic
Holdings, Inc., First Lien 2020 Incremental B-2 Term Loan, 1M US L + 3.75%, 0.75% Floor, 09/14/2027(b)
1,182,270
1,180,792
IG
Investments Holdings LLC, First Lien Refinancing Term Loan, 3M US L + 4.00%, 1.00% Floor, 05/23/2025
748,297
747,923
Informatica
LLC, Second Lien Initial Term Loan, 3M US L + 7.13%, 02/25/2025
1,311,500
1,338,714
Inmar,
Inc., Second Lien Initial Term Loan, 3M US L + 8.00%, 1.00% Floor, 05/01/2025
3,209,378
2,382,963
KUEHG
Corp, First Lien B-3 Term Loan, 3M US L + 3.75%, 1.00% Floor, 02/21/2025
2,544,831
2,426,179
KUEHG
Corp, Second Lien Tranche B Term Loan, 3M US L + 8.25%, 1.00% Floor, 08/22/2025
3,954,922
3,796,725
LD
Intermediate Holdings, Inc., First Lien Initial Term Loan, 3M US L + 5.88%, 1.00% Floor, 12/09/2022(b)
5,412,628
5,392,331
LegalZoom.com,
Inc., First Lien 2018 Term Loan, 1M US L + 4.50%, 11/21/2024
5,052,857
5,074,963
Minotaur
Acquisition, Inc., First Lien B Term Loan, 1M US L + 5.00%, 03/27/2026
3,663,056
3,603,531
Mitchell
International, Inc., First Lien Initial Term Loan, 1M US L + 3.25%, 11/29/2024
5,374,002
5,294,655
Mitchell
International, Inc., Second Lien Initial Term Loan, 1M US L + 7.25%, 12/01/2025
2,303,030
2,235,379
National
Intergovernmental Purchasing Alliance Company, First Lien Initial Term Loan, 3M US L + 3.75%, 05/23/2025
5,459,478
5,418,532
National
Intergovernmental Purchasing Alliance Company, Second Lien Initial Term Loan, 3M US L + 7.50%, 05/22/2026(b)
4,200,000
3,969,000
PriceWaterhouseCoopers,
First Lien Initial Term Loan, 1M US L + 4.50%, 05/01/2025
4,818,227
4,826,249
PriceWaterhouseCoopers,
Second Lien Initial Term Loan, 1M US L + 8.00%, 05/01/2026(b)
1,200,000
1,200,000
Project
Boost Purchaser LLC, First Lien Tranche 1 Term Loan, 1M US L + 3.50%, 06/01/2026
2,846,862
2,824,628
Revspring,
Inc., First Lien Initial Term Loan, 1M US L + 4.25%, 10/11/2025(b)
3,528,000
3,457,440
Sedgwick
Claims Management Services, Inc., First Lien 2019 Term Loan, 1M US L + 4.00%, 09/03/2026
3,134,870
3,132,330
See
Notes to Financial Statements.
Annual
Report | December 31, 2020
37
Blackstone
Strategic Credit Fund
Portfolio
of Investments
December
31, 2020
Value
Business
Equipment & Services (continued)
Sedgwick
Claims Management Services, Inc., First Lien 2020 Term Loan, 1M US L + 4.25%, 1.00% Floor, 09/03/2026
$
1,820,850
$
1,836,782
Sedgwick
Claims Management Services, Inc., First Lien Initial Term Loan, 1M US L + 3.25%, 12/31/2025
3,901,935
3,847,484
STG-Fairway
Holdings LLC, First Lien Facility Term Loan, 1M US L + 3.25%, 01/31/2027
2,901,177
2,862,200
Surf
Holdings S.a r.l., First Lien Dollar Tranche Term Loan, 3M US L + 3.50%, 03/05/2027
984,217
977,081
Surveymonkey,
Inc., First Lien Term Loan, 1W US L + 3.75%, 10/10/2025
6,669,444
6,650,002
ThoughtWorks,
Inc., First Lien Replacement (2020) Term Loan, 3M US L + 3.75%, 1.00% Floor, 10/11/2024
4,123,259
4,112,951
TRC
Companies, Inc., First Lien Initial Term Loan, 1M US L + 3.50%, 1.00% Floor, 06/21/2024
772,529
764,803
Virtusa
Corp., First Lien Term Loan, 3M US L + 4.25%, 0.75% Floor, 12/09/2027
1,841,509
1,834,604
Wash
MultiFamily Acquisition, Inc., First Lien Initial Canadian Term Loan, 1M US L + 3.25%, 1.00% Floor, 05/16/2022
312,623
311,062
Wash
MultiFamily Acquisition, Inc., First Lien Initial US Term Loan, 1M US L + 3.25%, 1.00% Floor, 05/16/2022
2,279,949
2,268,560
Weld
North Education LLC, First Lien B Term Loan, 1M US L + 4.25%, 0.75% Floor, 12/15/2027
9,661,350
9,657,341
164,283,148
Cable
& Satellite Television - 2.42%
CSC
Holdings LLC, First Lien October 2018 Incremental Term Loan, 1M US L + 2.25%, 01/15/2026
673,398
664,981
NewCo
I B.V., First Lien Facility AV1 Term Loan, 1M US L + 3.50%, 01/31/2029
1,694,444
1,702,281
Numericable
U.S. LLC, First Lien USD TLB-[12] Term Loan, 1M US L + 3.69%, 01/31/2026
6,950,000
6,902,219
Radiate
HoldCo LLC, First Lien B Term Loan, 1M US L + 3.50%, 0.75% Floor, 09/25/2026
3,913,404
3,925,008
UPC
Financing Partnership, First Lien Facility AT Term Loan, 1M US L + 2.25%, 04/30/2028
471,379
467,490
UPC
Financing Partnership, First Lien Facility AV Term Loan, 3M US L + 3.50%, 01/31/2029
1,694,444
1,702,281
15,364,260
Chemical
& Plastics - 2.86%
Ascend
Performance Materials Operations LLC, First Lien Initial Term Loan, 3M US L + 5.25%, 1.00% Floor, 08/27/2026
3,465,000
3,482,325
Composite
Resins Holding B.V., First Lien Initial Term Loan, 3M US L + 4.25%, 1.00% Floor, 08/01/2025(b)
6,864,649
6,916,134
Gemini
HDPE LLC, First Lien B Term Loan, 3M US L + 3.25%, 0.50% Floor, 12/10/2027
1,062,500
1,058,516
PQ
Corp., First Lien Initial Term Loan, 3M US L + 3.00%, 1.00% Floor, 02/07/2027
1,159,479
1,166,123
Spectrum
Holdings III Corp., First Lien Closing Date Term Loan, 3M US L + 3.25%, 1.00% Floor, 01/31/2025
1,212,593
1,149,841
Vantage
Specialty Chemicals, Inc., First Lien Closing Date Term Loan, 3M US L + 3.50%, 1.00% Floor, 10/28/2024
2,750,153
2,623,536
Vantage
Specialty Chemicals, Inc., Second Lien Initial Term Loan, 3M US L + 8.25%, 1.00% Floor, 10/27/2025
1,995,334
1,729,455
18,125,930
Conglomerates
- 2.10%
Genuine
Financial Holdings LLC, First Lien Initial Term Loan, 1M US L + 3.75%, 07/11/2025
6,577,925
6,409,365
Output
Services Group, Inc., First Lien B Term Loan, 3M US L + 4.50%, 1.00% Floor, 03/27/2024
1,715,060
1,286,295
Sabre
GLBL, Inc., First Lien 2020 Other B Term Loan, 3M US L + 4.00%, 0.75% Floor, 12/17/2027
617,886
620,203
Spring
Education Group, Inc., First Lien Initial Term Loan, 3M US L + 4.25%, 07/30/2025
3,878,668
3,704,128
VT
Topco, Inc., First Lien Initial Term Loan, 1M US L + 3.50%, 08/01/2025
1,312,521
1,297,756
13,317,747
See
Notes to Financial Statements.
38
www.blackstone-credit.com
Blackstone
Strategic Credit Fund
Portfolio
of Investments
December
31, 2020
Value
Containers
& Glass Products - 3.18%
BWay
Holding Company, First Lien Initial Term Loan, 3M US L + 3.25%, 04/03/2024
$
4,093,580
$
3,965,656
Charter
NEX US, Inc., First Lien Initial Term Loan, 1M US L + 4.25%, 0.75% Floor, 12/01/2027
5,073,211
5,105,552
Flex
Acquisition Company, Inc., First Lien Incremental B-2018 Term Loan, 3M US L + 3.00%, 06/29/2025
3,490,939
3,456,030
Flex
Acquisition Company, Inc., First Lien Initial Term Loan, 3M US L + 3.00%, 1.00% Floor, 12/29/2023
266,231
265,399
IBC
Capital I, Ltd., First Lien Tranche B-1 Term Loan, 3M US L + 3.75%, 09/11/2023
2,917,500
2,888,325
IBC
Capital, Ltd., Second Lien Tranche B-1 Term Loan, 3M US L + 7.00%, 09/11/2024(b)
1,691,209
1,539,000
ProAmpac
PG Borrower LLC, First Lien Initial Term Loan, 3M US L + 3.50%, 1.00% Floor, 11/20/2023(b)
343,209
342,995
Strategic
Materials Holding Corp., Second Lien Initial Term Loan, 3M US L + 7.75%, 1.00% Floor, 10/31/2025(b)
2,666,667
1,226,667
Trident
TPI Holdings, Inc., First Lien Tranche B-1 Term Loan, 3M US L + 3.00%, 1.00% Floor, 10/17/2024
1,389,553
1,374,893
20,164,517
Diversified
Insurance - 1.19%
AmWINS
Group, Inc., First Lien Term Loan, 1M US L + 2.75%, 1.00% Floor, 01/25/2024
679,291
680,871
CP
VI Bella Midco LLC, Second Lien Initial Term Loan, 1M US L + 6.75%, 12/29/2025
1,178,571
1,168,259
NFP
Corp., First Lien Closing Date Term Loan, 1M US L + 3.25%, 02/15/2027
2,853,731
2,799,210
Ryan
Specialty Group LLC, First Lien Initial Term Loan, 1M US L + 3.25%, 0.75% Floor, 09/01/2027
2,917,346
2,917,346
7,565,686
Drugs
- 1.52%
Albany
Molecular Research, Inc., First Lien 2020 Term Loan, 3M US L + 3.50%, 1.00% Floor, 08/30/2024
1,186,111
1,192,047
Arbor
Pharmaceuticals LLC, First Lien Initial Term Loan, 6M US L + 5.00%, 1.00% Floor, 07/05/2023
4,282,533
4,154,057
Cambrex
Corp., First Lien Tranche B-1 Dollar Term Loan, 1M US L + 4.50%, 1.00% Floor, 12/04/2026
4,252,935
4,295,464
9,641,568
Ecological
Services & Equipment - 1.04%
EnergySolutions
LLC, First Lien Initial Term Loan, 3M US L + 3.75%, 1.00% Floor, 05/09/2025
5,673,271
5,599,972
Tunnel
Hill Partners LP, First Lien Initial Term Loan, 1M US L + 3.50%, 02/06/2026
1,095,531
1,016,105
6,616,077
Electronics/Electric
- 27.31%
Allegro
Microsystems, Inc., First Lien Initial Term Loan, 1M US L + 4.00%, 0.50% Floor, 09/30/2027(b)
137,336
137,336
Applovin
Corp., First Lien Amendment No. 3 New Term Loan, 1M US L + 4.00%, 08/15/2025
2,214,970
2,216,365
Boxer
Parent Company, Inc., First Lien Initial Dollar Term Loan, 1M US L + 4.25%, 10/02/2025
5,842,785
5,830,427
Brave
Parent Holdings, Inc., First Lien Initial Term Loan, 1M US L + 4.00%, 04/18/2025
3,859,223
3,844,751
ConvergeOne
Holdings, Corp., First Lien Initial Term Loan, 1M US L + 5.00%, 01/04/2026
5,910,000
5,599,725
CPI
International, Inc., Second Lien Initial Term Loan, 1M US L + 7.25%, 1.00% Floor, 07/26/2025(b)
1,045,100
961,492
DCert
Buyer, Inc., First Lien Initial Term Loan, 1M US L + 4.00%, 10/16/2026
4,359,060
4,361,784
Delta
Topco, Inc., First Lien Initial Term Loan, 3M US L + 3.75%, 0.75% Floor, 12/01/2027
6,193,019
6,202,061
DiscoverOrg
LLC, First Lien Initial Term Loan, 1M US L + 3.75%, 02/02/2026
3,314,765
3,323,052
ECI
Macola/MAX Holding LLC, First Lien Initial Term Loan, 3M US L + 3.75%, 0.75% Floor, 11/09/2027
6,820,606
6,822,004
Energizer
Holdings, Inc., First Lien 2020 Term Loan, 3M US L + 2.25%, 0.50% Floor, 12/22/2027
614,128
615,282
See
Notes to Financial Statements.
Annual
Report | December 31, 2020
39
Blackstone
Strategic Credit Fund
Portfolio
of Investments
December
31, 2020
Value
Electronics/Electric
(continued)
Energizer
Holdings, Inc., First Lien Incremental Term Loan, 3M US L + 2.50%, 0.50% Floor, 12/16/2027
$
725,787
$
727,152
Excelitas
Technologies Corp., First Lien Initial USD Term Loan, 3M US L + 3.50%, 1.00% Floor, 12/02/2024
200,746
199,658
Fiserv
Investment Solutions, Inc., First Lien Initial Term Loan, 3M US L + 4.75%, 02/18/2027
2,447,462
2,472,352
Flexera
Software LLC, First Lien Term Loan, 3M US L + 3.25%, 0.75% Floor, 01/26/2028
2,455,668
2,458,738
Gigamon,
Inc., First Lien Initial Term Loan, 3M US L + 4.25%, 1.00% Floor, 12/27/2024
9,263,377
9,199,692
Help/Systems
Holdings, Inc., First Lien Initial Term Loan, 3M US L + 4.75%, 1.00% Floor, 11/19/2026
4,432,468
4,425,088
Hyland
Software, Inc., First Lien 2018 Refinancing Term Loan, 1M US L + 3.50%, 0.75% Floor, 07/01/2024
1,298,508
1,303,378
Hyland
Software, Inc., Second Lien Initial Term Loan, 1M US L + 7.00%, 0.75% Floor, 07/07/2025
1,789,720
1,809,102
Idera,
Inc., First Lien Initial Term Loan, 6M US L + 4.00%, 1.00% Floor, 06/28/2024
2,553,689
2,553,702
Imperva,
Inc., First Lien Term Loan, 3M US L + 4.00%, 1.00% Floor, 01/12/2026
4,393,743
4,404,728
Imprivata,
Inc., First Lien Initial Term Loan, 1M US L + 3.75%, 0.50% Floor, 12/01/2027
1,028,090
1,030,660
Internet
Brands, Inc., First Lien 2020 June New Term Loan, 1M US L + 3.75%, 1.00% Floor, 09/13/2024
5,829,956
5,829,956
Internet
Brands, Inc., First Lien Amendment No. 2 Initial Term Loan, 1M US L + 3.50%, 09/13/2024
3,279,390
3,244,350
Ivanti
Software, Inc., First Lien Initial Term Loan, 3M US L + 4.75%, 1.00% Floor, 12/01/2027
6,100,000
6,096,187
LI
Group Holdings, Inc., First Lien Initial Term Loan, 3M US L + 4.25%, 1.00% Floor, 12/20/2026(b)
2,415,600
2,400,502
MA
FinanceCo. LLC, First Lien Tranche B-4 Term Loan, 3M US L + 4.25%, 1.00% Floor, 06/05/2025
2,988,248
3,021,866
MACOM
Technology Solutions Holdings, Inc., First Lien Initial Term Loan, 1M US L + 2.25%, 05/17/2024
4,419,847
4,329,240
McAfee
LLC, First Lien B USD Term Loan, 1M US L + 3.75%, 09/30/2024
4,239,678
4,245,783
MLN
US HoldCo LLC, First Lien B Term Loan, 1M US L + 4.50%, 11/30/2025
4,037,324
3,679,960
Navico,
Inc., First Lien Initial Term Loan, 1M US L + 4.50%, 1.00% Floor, 03/31/2023
1,310,271
1,213,966
Park
Place Technologies LLC, First Lien Closing Date Term Loan, 1M US L + 5.00%, 1.00% Floor, 11/10/2027
4,880,000
4,701,050
Perforce
Software, Inc., First Lien New Term Loan, 1M US L + 3.75%, 07/01/2026
2,182,544
2,145,714
Plantronics,
Inc., First Lien Initial B Term Loan, 1M US L + 2.50%, 07/02/2025
1,420,637
1,393,219
Project
Alpha Intermediate Holding, Inc., First Lien 2019 Incremental Term Loan, 3M US L + 4.25%, 04/26/2024
3,581,818
3,572,864
Project
Alpha Intermediate Holding, Inc., First Lien Term Loan, 3M US L + 3.50%, 1.00% Floor, 04/26/2024
2,993,342
2,973,377
Project
Angel Parent LLC, First Lien Initial Term Loan, 6M US L + 3.75%, 1.00% Floor, 05/30/2025(b)
3,823,647
3,794,969
Project
Leopard Holdings, Inc., First Lien 2018 Repricing Term Loan, 6M US L + 4.50%, 1.00% Floor, 07/07/2023
2,687,708
2,680,156
Project
Leopard Holdings, Inc., First Lien 2019 Incremental Term Loan, 3M US L + 4.25%, 1.00% Floor, 07/07/2023
1,019,200
1,016,652
Project
Silverback Holdings Corp., First Lien New Term Loan, 3M US L + 3.50%, 1.00% Floor, 08/21/2024
1,962,254
1,962,254
Quest
Software US Holdings, Inc., First Lien Initial Term Loan, 3M US L + 4.25%, 05/16/2025
3,241,710
3,196,326
Quest
Software US Holdings, Inc., Second Lien Initial Term Loan, 3M US L + 8.25%, 05/18/2026
8,885,470
8,476,738
Rocket
Software, Inc., First Lien Initial Term Loan, 1M US L + 4.25%, 11/28/2025
5,077,292
5,044,493
S2P
Acquisition Borrower, Inc., First Lien Initial Term Loan, 1M US L + 4.00%, 08/14/2026
3,346,528
3,346,528
SonicWall
US Holdings, Inc., Second Lien Initial Term Loan, 3M US L + 7.50%, 05/18/2026
4,800,000
4,306,272
Sophia
LP, First Lien Closing Date Term Loan, 3M US L + 3.75%, 0.75% Floor, 10/07/2027
2,026,578
2,036,346
Triton
Solar US Acquisition Co., First Lien Initial Term Loan, 3M US L + 6.00%, 10/29/2024
654,308
593,785
Veritas
US, Inc., First Lien Initial Dollar B-2020 Term Loan, 3M US L + 5.50%, 1.00% Floor, 09/01/2025
3,527,293
3,522,443
See
Notes to Financial Statements.
40
www.blackstone-credit.com
Blackstone
Strategic Credit Fund
Portfolio
of Investments
December
31, 2020
Value
Electronics/Electric
(continued)
Vero
Parent, Inc., First Lien 2018 Refinancing Term Loan, 3M US L + 6.25%, 08/16/2024
$
2,469,788
$
2,468,862
Vero
Parent, Inc., First Lien 2019 Incremental Term Loan, 3M US L + 6.00%, 1.00% Floor, 08/16/2024
4,849,350
4,856,939
Web.com
Group, Inc., First Lien Initial Term Loan, 1M US L + 3.75%, 10/10/2025
5,452,055
5,386,167
Web.com
Group, Inc., Second Lien Initial Term Loan, 1M US L + 7.75%, 10/09/2026
1,048,532
1,006,156
173,041,649
Financial
Intermediaries - 1.52%
ION
Trading Technologies SARL, First Lien 2018 Initial Dollar Term Loan, 3M US L + 4.00%, 1.00% Floor, 11/21/2024
5,395,527
5,393,612
PI
UK Holdco II, Ltd., First Lien Facility B1 Term Loan, 1M US L + 3.50%, 1.00% Floor, 01/03/2025
4,237,321
4,233,910
9,627,522
Food
Products - 2.22%
Alphabet
Holding Company, Inc., First Lien Initial Term Loan, 1M US L + 3.50%, 09/26/2024
5,353,233
5,314,930
Arterra
Wines Canada, Inc., First Lien Initial Tranche B-1 Term Loan, 3M US L + 3.50%, 0.75% Floor, 11/24/2027
596,739
600,657
Froneri
International, Ltd., Second Lien Facility Term Loan, 1M US L + 5.75%, 01/31/2028
341,600
345,870
Snacking
Investments Bidco Pty Limited, First Lien Initial US Term Loan, 1M US L + 4.00%, 1.00% Floor, 12/18/2026(b)
1,815,516
1,817,785
TKC
Holdings, Inc., First Lien Initial Term Loan, 6M US L + 3.75%, 1.00% Floor, 02/01/2023
2,369,268
2,330,768
TKC
Holdings, Inc., Second Lien Initial Term Loan, 6M US L + 8.00%, 1.00% Floor, 02/01/2024
4,051,201
3,625,825
14,035,835
Food
Service - 3.78%
CEC
Entertainment, Inc., Exit Facility, First Lien Term Loan, 6M US L + 9.25%, 1.00% Floor, 12/30/2025(b)
1,447,273
1,784,965
CEC
Entertainment, Inc., Second Lien Term Loan, 6M US L + 6.50%, 1.00% Floor, 12/30/2027(b)
983,340
963,673
Fogo
de Chao, Inc., First Lien 2018 Refinancing Term Loan, 3M US L + 4.25%, 1.00% Floor, 04/07/2025
3,876,567
3,521,628
IRB
Holding Corp., First Lien 2020 Replacement B Term Loan, 3M US L + 2.75%, 1.00% Floor, 02/05/2025
2,000,000
1,986,930
IRB
Holding Corp., First Lien Fourth Amendment Incremental Term Loan, 3M US L + 3.25%, 1.00% Floor, 12/15/2027
2,450,000
2,457,276
K-Mac
Holdings Corp., Second Lien Initial Term Loan, 1M US L + 6.75%, 03/16/2026
1,715,116
1,689,390
NPC
International, Inc., Second Lien Initial Term Loan, 3M US L + 6.50%, 1.00% Floor, 04/18/2025(c)
3,424,278
256,821
Quidditch
Acquisition, Inc., First Lien B Term Loan, 3M US L + 7.00%, 1.00% Floor, 03/21/2025
5,588,586
5,276,547
Tacala
Investment Corp., First Lien Initial Term Loan, 1M US L + 3.75%, 0.75% Floor, 02/05/2027
2,107,906
2,095,828
Tacala
Investment Corp., Second Lien Initial Term Loan, 1M US L + 7.50%, 0.75% Floor, 02/04/2028
3,949,483
3,911,647
23,944,705
Food/Drug
Retailers - 1.07%
CNT
Holdings I Corp, Second Lien Initial Term Loan, 3M US L + 6.75%, 0.75% Floor, 11/06/2028(b)
2,006,222
2,046,346
EG
Group, Ltd., First Lien Additional Facility Term Loan, 3M US L + 4.00%, 02/07/2025
4,067,394
4,031,317
EG
Group, Ltd., First Lien Facility B Term Loan, 3M US L + 4.00%, 02/07/2025
675,347
669,357
6,747,020
See
Notes to Financial Statements.
Annual
Report | December 31, 2020
41
Blackstone
Strategic Credit Fund
Portfolio
of Investments
December
31, 2020
Value
Health
Insurance - 0.67%
MPH
Acquisition Holdings LLC, First Lien Initial Term Loan, 3M US L + 2.75%, 1.00% Floor, 06/07/2023
$
4,234,549
$
4,222,989
Healthcare
- 17.35%
Alvogen
Pharma US, Inc., First Lien 2018 Refinancing Term Loan, 6M US L + 4.75%, 1.00% Floor, 04/04/2022
4,593,823
4,504,244
American
Renal Holdings, Inc., First Lien B Term Loan, 1M US L + 5.00%, 06/21/2024
5,148,514
5,146,223
Auris
Luxembourg III SARL, First Lien Facility B2 Term Loan, 1M US L + 3.75%, 02/27/2026
6,010,283
5,822,462
BioClinica
Holding I LP, First Lien Initial Term Loan, 1M US L + 4.25%, 1.00% Floor, 10/20/2023
2,407,874
2,406,381
BioClinica
Holding I LP, Second Lien Initial Term Loan, 1M US L + 8.25%, 1.00% Floor, 10/21/2024
3,157,898
3,157,898
Carestream
Health, Inc., First Lien 2023 Extended Term Loan, 6M US L + 6.75%, 1.00% Floor, 05/08/2023
416,076
410,355
Carestream
Health, Inc., Second Lien 2023 Extended Term Loan, 3M US L + 4.50%, 8.00% PIK, 1.00% Floor, 08/08/2023(b)(d)
11,266,791
8,450,093
CHG
Healthcare Services, Inc., First Lien 2017 New Term Loan, 3M US L + 3.00%, 1.00% Floor, 06/07/2023
3,660,000
3,645,708
Covenant
Surgical Partners, Inc., First Lien Initial Term Loan, 1M US L + 4.00%, 07/01/2026
2,927,768
2,876,532
CPI
Holdco LLC, First Lien Closing Date Term Loan, 1M US L + 4.25%, 11/04/2026(b)
1,937,641
1,942,485
Envision
Healthcare Corp., First Lien Initial Term Loan, 1M US L + 3.75%, 10/10/2025
4,859,402
4,075,240
Femur
Buyer, Inc., First Lien Initial Term Loan, 3M US L + 4.50%, 03/05/2026
1,234,157
1,157,022
Genesis
Care Finance Pty, Ltd., First Lien Facility B5 Term Loan, 3M US L + 5.00%, 1.00% Floor, 05/14/2027
5,841,820
5,841,820
Lanai
Holdings II, Inc., First Lien Initial Term Loan, 3M US L + 4.75%, 1.00% Floor, 08/29/2022
2,755,381
2,669,275
LifePoint
Health, Inc., First Lien B Term Loan, 1M US L + 3.75%, 11/16/2025
5,419,855
5,416,142
Maravai
Intermediate Holdings LLC, First Lien Initial Term Loan, 3M US L + 4.25%, 1.00% Floor, 10/19/2027(b)
3,914,167
3,958,201
Navicure,
Inc., First Lien Initial Term Loan, 1M US L + 4.00%, 10/22/2026
3,070,996
3,071,012
NMSC
Holdings, Inc., First Lien Initial Term Loan, 3M US L + 5.00%, 1.00% Floor, 04/19/2023
682,353
665,295
nThrive,
Inc., First Lien Additional B-2 Term Loan, 1M US L + 4.50%, 1.00% Floor, 10/20/2022
784,532
781,343
Onex
TSG Holdings II Corp., First Lien Initial Term Loan, 3M US L + 4.00%, 1.00% Floor, 07/29/2022
4,938,161
4,884,162
Parexel
International Corp., First Lien Initial Term Loan, 1M US L + 2.75%, 09/27/2024
2,500,715
2,463,204
Pathway
Vet Alliance LLC, First Lien Initial Delayed Draw Term Loan, 1M US L + 4.00%, 03/31/2027
221,744
221,993
Pathway
Vet Alliance LLC, First Lien Initial Term Loan, 1M US L + 4.00%, 03/31/2027
2,714,759
2,717,813
PetVet
Care Centers LLC, First Lien Initial Term Loan, 1M US L + 2.75%, 02/14/2025
2,015,761
1,977,341
Phoenix
Guarantor, Inc., First Lien Tranche B-1 Term Loan, 1M US L + 3.25%, 03/05/2026
2,862,190
2,850,870
Phoenix
Guarantor, Inc., First Lien Tranche B-2 Term Loan, 1M US L + 3.75%, 0.50% Floor, 03/05/2026
2,700,000
2,702,241
Pluto
Acquisition I, Inc., First Lien Incremental B Term Loan, 1M US L + 5.00%, 0.50% Floor, 06/22/2026(b)
574,359
576,513
Project
Ruby Ultimate Parent Corp., First Lien New Term Loan, 1M US L + 3.50%, 1.00% Floor, 02/09/2024
2,554,955
2,532,599
Sunshine
Luxembourg VII SARL, First Lien Facility B1 Term Loan, 3M US L + 4.00%, 1.00% Floor, 10/01/2026
585,261
588,875
Surgery
Center Holdings, Inc., First Lien Initial Term Loan, 1M US L + 3.25%, 1.00% Floor, 09/03/2024
6,022,672
5,934,019
Tecostar
Holdings, Inc., First Lien 2017 Term Loan, 3M US L + 3.50%, 1.00% Floor, 05/01/2024
1,768,873
1,742,339
U.S.
Anesthesia Partners, Inc., First Lien Initial Term Loan, 3M US L + 3.00%, 1.00% Floor, 06/23/2024
4,769,597
4,676,447
Unified
Women's Healthcare LLC, First Lien Term Loan, 3M US L + 4.50%, 0.75% Floor, 12/18/2027(b)
1,812,245
1,807,714
Vyaire
Medical, Inc., First Lien Term Loan, 3M US L + 4.75%, 1.00% Floor, 04/16/2025
497,850
406,577
See
Notes to Financial Statements.
42
www.blackstone-credit.com
Blackstone
Strategic Credit Fund
Portfolio
of Investments
December
31, 2020
Principal
Amount
Value
Healthcare
(continued)
YI
LLC, First Lien Initial Term Loan, 1M US L + 4.00%, 1.00% Floor, 11/07/2024(b)
$
3,934,648
$
3,718,242
Zest
Acquisition Corp., Second Lien Initial Term Loan, 1M US L + 7.50%, 1.00% Floor, 03/13/2026(b)
4,357,143
4,139,286
109,937,966
Home
Furnishings - 1.79%
AI
Aqua Merger Sub, Inc., First Lien 2017 Incremental Term Loan, 1M US L + 3.25%, 1.00%Floor, 12/13/2023(b)
179,377
178,480
AI
Aqua Merger Sub, Inc., First Lien Fifth Amendment Incremental Term Loan, 3M US L + 4.25%, 1.00% Floor, 12/13/2023(b)
4,455,000
4,471,706
AI
Aqua Merger Sub, Inc., First Lien Tranche B-1 Term Loan, 1M US L + 3.25%, 1.00% Floor, 12/13/2023
664,236
661,745
APX
Group, Inc., First Lien Initial Term Loan, 3M US L + 5.00%, 12/31/2025
3,822,838
3,809,515
Prime
Security Services Borrower LLC, First Lien 2019 Refinancing B-1 Term Loan, 1M US L + 3.25%, 1.00% Floor, 09/23/2026
2,211,278
2,228,206
11,349,652
Industrial
Equipment - 3.72%
Apex
Tool Group LLC, First Lien Third Amendment Term Loan, 1M US L + 5.25%, 1.25% Floor, 08/01/2024
1,477,770
1,465,128
Engineered
Machinery Holdings, Inc., First Lien Initial Term Loan, 3M US L + 3.00%, 1.00%Floor, 07/19/2024
4,326,200
4,319,451
Justrite
Safety Group, First Lien Delayed Draw Term Loan, 1M US L + 4.50%, 06/28/2026(b)(e)
146,669
138,969
Justrite
Safety Group, First Lien Initial Term Loan, 1M US L + 4.50%, 06/28/2026(b)
2,713,404
2,570,950
LTI
Holdings, Inc., First Lien Initial Term Loan, 1M US L + 3.50%, 09/06/2025
3,984,930
3,881,401
LTI
Holdings, Inc., Second Lien Initial Term Loan, 1M US L + 6.75%, 09/06/2026(b)
1,276,596
1,241,489
Tailwind
Smith Cooper Intermediate Corp., First Lien Initial Term Loan, 1M US L + 5.00%, 05/28/2026
1,057,334
1,005,921
Titan
Acquisition, Ltd., First Lien Initial Term Loan, 6M US L + 3.00%, 03/28/2025
4,335,536
4,239,721
Vertical
Midco GmbH, First Lien Facility B Term Loan, 6M US L + 4.25%, 07/14/2027
4,673,088
4,714,795
23,577,825
Insurance
- 0.63%
Baldwin
Risk Partners LLC, First Lien Initial Term Loan, 1M US L + 4.00%, 0.75% Floor, 10/14/2027
3,202,500
3,206,503
Outcomes
Group Holdings, Inc., Second Lien Initial Term Loan, 3M US L + 7.50%, 10/26/2026
887,574
804,737
4,011,240
Leisure
Goods/Activities/Movies - 1.41%
Alterra
Mountain Company, First Lien Additional Term Loan, 1M US L + 4.50%, 1.00% Floor, 08/01/2026
3,760,789
3,793,696
Amplify
Finco Pty, Ltd., First Lien U.S. Dollar Term Loan, 1M US L + 4.25%, 0.75% Floor, 11/26/2026(b)
3,027,125
2,815,226
Travelport
Finance SARL, First Lien Initial (Priority) Term Loan, 3M US L + 8.00, 6.50% PIK, 1.00% Floor, 02/28/2025
852,275
842,951
Travelport
Finance SARL, First Lien Initial Term Loan, 3M US L + 5.00%, 05/29/2026
2,144,201
1,470,568
8,922,441
Nonferrous
Metals/Minerals - 0.16%
American
Rock Salt Company LLC, First Lien Initial Term Loan, 1M US L + 3.50%, 1.00% Floor, 03/21/2025
1,008,228
1,010,370
Oil
& Gas - 1.46%
BCP
Raptor II LLC, First Lien Initial Term Loan, 1M US L + 4.75%, 11/03/2025
1,095,618
992,082
Lower
Cadence Holdings LLC, First Lien Initial Term Loan, 1M US L + 4.00%, 05/22/2026
1,920,197
1,879,997
See
Notes to Financial Statements.
Annual
Report | December 31, 2020
43
Blackstone Strategic Credit
Fund
Portfolio
of Investments
December
31, 2020
Value
Oil
& Gas (continued)
Lucid
Energy Group II Borrower LLC, First Lien Initial Term Loan, 1M US L + 3.00%, 1.00%Floor, 02/17/2025
$
4,375,691
$
4,172,856
PGS
ASA, First Lien 2020 Term Loan, 3M US L + 7.50%, 03/19/2024
2,233,184
1,856,334
RDV
Resources Properties LLC, First Lien Term Loan, 1M US L + 0.50%, 14.00% PIK, 1.00%Floor, 03/29/2024(b)(d)
1,027,744
359,711
9,260,980
Property
& Casualty Insurance - 1.51%
AssuredPartners,
Inc., First Lien 2020 February Refinancing Term Loan, 1M US L + 3.50%,02/12/2027
3,345,206
3,301,551
AssuredPartners,
Inc., First Lien 2020 June Incremental Term Loan, 1M US L + 4.50%, 1.00%Floor, 02/12/2027
687,983
690,566
Asurion
LLC, Second Lien Replacement B-2 Term Loan, 1M US L + 6.50%, 08/04/2025
4,311,174
4,353,208
ExamWorks
Group, Inc., First Lien B-1 Term Loan, 1M US L + 3.25%, 1.00% Floor, 07/27/2023
1,217,561
1,218,073
9,563,398
Publishing
- 1.82%
Champ
Acquisition Corp., First Lien Initial Term Loan, 3M US L + 5.50%, 12/19/2025
4,231,343
4,224,996
Recorded
Books, Inc., First Lien 2020 New Term Loan, 1M US L + 4.25%, 0.50% Floor, 08/29/2025
3,388,889
3,403,004
Shutterfly,
Inc., First Lien B Term Loan, 3M US L + 6.00%, 1.00% Floor, 09/25/2026
3,908,723
3,898,267
11,526,267
Radio
& Television - 2.30%
E.W.
Scripps Company, First Lien B3 Term Loan, 3M US L + 3.00%, 0.75% Floor, 12/15/2027
900,000
902,390
iHeartCommunications,
Inc., First Lien New Term Loan, 1M US L + 3.00%, 05/01/2026
4,987,406
4,916,759
Terrier
Media Buyer, Inc., First Lien B Term Loan, 1M US L + 4.25%, 12/17/2026
5,967,391
5,986,994
William
Morris Endeavor Entertainment LLC, First Lien B-1 Term Loan, 1M US L + 2.75%,05/18/2025
3,018,550
2,798,437
14,604,580
Retailers
(except food & drug) - 0.41%
FBB
Holdings III, Inc., First Lien Initial Term Loan, 3M US L + 9.00%, 1.00% Floor, 02/07/2024(b)
548,383
520,963
FBB
Holdings III, Inc., Second Lien Initial Term Loan, 3M US L + 7.00%, 6.00% PIK, 01/31/2025(b)
207,062
160,473
Spencer
Spirit IH LLC, First Lien Initial Term Loan, 1M US L + 6.00%, 06/19/2026
1,893,046
1,887,131
Sports
Authority, Inc., First Lien B Term Loan, 3M US L + 6.00%, 1.50% Floor, 11/16/2017(b)(c)
2,065,632
4,131
2,572,698
Steel
- 0.31%
Graftech
International, Ltd., First Lien Initial Term Loan, 1M US L + 3.50%, 1.00% Floor, 02/12/2025
785,226
786,537
Phoenix
Services International LLC, First Lien B Term Loan, 1M US L + 3.75%, 1.00% Floor, 03/01/2025
1,180,893
1,170,194
1,956,731
Surface
Transport - 1.24%
Drive
Chassis Holdco LLC, Second Lien B Term Loan, 3M US L + 8.25%, 04/10/2026
2,890,462
2,884,146
SMB
Shipping Logistics LLC, First Lien Term Loan, 3M US L + 4.00%, 1.00% Floor, 02/02/2024
5,021,120
4,969,654
7,853,800
Telecommunications
- 3.27%
Aventiv
Technologies LLC, First Lien Initial Term Loan, 3M US L + 4.50%, 1.00% Floor, 11/01/2024
452,016
425,462
See
Notes to Financial Statements.
44
www.blackstone-credit.com
Blackstone Strategic Credit
Fund
Portfolio
of Investments
December
31, 2020
Value
Telecommunications
(continued)
CCI
Buyer, Inc., First Lien Term Loan, 3M US L + 4.00%, 0.75% Floor, 12/17/2027
$
3,307,229
$
3,309,974
Ensono
LP, First Lien Term Loan, 1M US L + 5.25%, 06/27/2025
3,318,020
3,305,577
Greeneden
U.S. Holdings I LLC, First Lien Initial Dollar (2020) Term Loan, 1M US L + 4.00%,0.75% Floor, 12/01/2027
2,529,716
2,538,810
Masergy
Holdings, Inc., First Lien 2017 Replacement Term Loan, 3M US L + 3.25%, 1.00%Floor, 12/15/2023
2,992,916
2,974,211
Masergy
Holdings, Inc., Second Lien Initial Term Loan, 3M US L + 7.50%, 1.00% Floor, 12/16/2024
1,766,917
1,753,665
Peak
10 Holding Corp., First Lien Initial Term Loan, 3M US L + 3.50%, 08/01/2024
3,518,182
3,163,180
Rackspace
Technology Global, Inc., First Lien B Term Loan, 3M US L + 3.00%, 1.00% Floor, 11/03/2023
3,221,209
3,221,612
20,692,491
Utilities
- 2.81%
Brookfield
WEC Holdings, Inc., First Lien Initial (2020) Term Loan, 1M US L + 3.00%, 0.75%Floor, 08/01/2025
3,400,000
3,396,362
Calpine
Corp., First Lien 2020 Term Loan, 1M US L + 2.25%, 12/16/2027
3,286,898
3,269,642
Eastern
Power LLC, First Lien Term Loan, 3M US L + 3.75%, 1.00% Floor, 10/02/2025
1,022,366
966,207
Granite
Acquisition, Inc., First Lien Initial B Term Loan, 1M US L + 3.75%, 1.00% Floor, 09/19/2022
3,555,286
3,571,942
Granite
Acquisition, Inc., Second Lien B Term Loan, 1M US L + 7.25%, 1.00% Floor, 12/19/2022
5,141,164
5,134,763
Green
Energy Partners/Stonewall LLC, First Lien B-1 Conversion Advances Term Loan, 3M US L + 5.50%, 1.00% Floor, 11/13/2021
1,552,970
1,437,468
17,776,384
811,796,107
CORPORATE
BONDS - 29.25%
Aerospace
& Defense - 0.80%
Booz
Allen Hamilton, Inc., 3.875%, 09/01/2028(f)
1,167,000
1,204,198
TransDigm,
Inc.:
8.000%,
12/15/2025(f)
1,302,000
1,442,082
6.250%,
03/15/2026(f)
2,244,000
2,392,676
5,038,956
Automotive
- 0.16%
Dana,
Inc., 5.625%, 06/15/2028
943,000
1,016,898
Brokers,
Dealers & Investment Houses - 0.53%
AG
Issuer LLC, 6.250%, 03/01/2028(f)
3,297,000
3,342,334
Building
& Development - 3.19%
Builders
FirstSource, Inc., 6.750%, 06/01/2027(f)
1,816,000
1,972,103
Cornerstone
Building Brands, Inc., 6.125%, 01/15/2029(f)
1,794,000
1,909,489
Griffon
Corp., 5.750%, 03/01/2028
6,150,000
6,514,018
Installed
Building Products, Inc., 5.750%, 02/01/2028(f)
900,000
961,704
JELD-WEN,
Inc., 6.250%, 05/15/2025(f)
2,614,000
2,836,190
Summit
Materials LLC / Summit Materials Finance Corp., 5.250%, 01/15/2029(f)
654,000
687,518
TRI
Pointe Group, Inc., 5.700%, 06/15/2028
963,000
1,089,635
Tutor
Perini Corp., 6.875%, 05/01/2025(f)
4,295,000
4,246,681
20,217,338
See
Notes to Financial Statements.
Annual
Report | December 31, 2020
45
Blackstone Strategic Credit
Fund
Portfolio
of Investments
December
31, 2020
Value
Business Equipment
& Services - 2.15%
Austin
BidCo, Inc., 7.125%, 12/15/2028(f)
$
871,000
$
910,739
Diebold
Nixdorf, Inc., 9.375%, 07/15/2025(f)
1,915,000
2,148,391
Iron Mountain,
Inc.:
5.000%, 07/15/2028(f)
943,000
1,003,003
5.250%, 07/15/2030(f)
2,620,000
2,832,875
5.625%, 07/15/2032(f)
1,490,000
1,644,759
Outfront
Media Capital LLC / Outfront Media Capital Corp., 6.250%, 06/15/2025(f)
4,841,000
5,116,332
13,656,099
Cable & Satellite
Television - 3.18%
Altice
France Holding SA, 6.000%, 02/15/2028(f)
4,700,000
4,768,550
Altice
France SA, 7.375%, 05/01/2026(f)
4,650,000
4,899,938
CSC
Holdings LLC, 4.625%, 12/01/2030(f)
3,682,000
3,848,187
Virgin
Media Finance PLC, 5.000%, 07/15/2030(f)
2,131,000
2,213,576
Virgin
Media Secured Finance PLC, 4.500%, 08/15/2030(f)
2,862,000
2,993,652
VMed
O2 UK Financing I PLC, 4.250%, 01/31/2031(f)
1,410,000
1,444,037
20,167,940
Chemical & Plastics
- 0.71%
FXI Holdings,
Inc.:
7.875%, 11/01/2024(f)
772,000
779,720
12.250%, 11/15/2026(f)
707,000
807,192
WR Grace &
Co.-Conn:
5.625%, 10/01/2024(f)
483,000
522,797
4.875%, 06/15/2027(f)
2,239,000
2,377,303
4,487,012
Containers &
Glass Products - 1.80%
Ardagh Packaging
Finance PLC / Ardagh Holdings USA, Inc.:
5.250%, 04/30/2025(f)
1,692,000
1,787,336
5.250%, 08/15/2027(f)
4,519,000
4,748,610
Trident
TPI Holdings, Inc., 6.625%, 11/01/2025(f)
4,800,000
4,889,496
11,425,442
Diversified Insurance
- 2.36%
Alliant
Holdings Intermediate LLC / Alliant Holdings Co.-Issuer, 4.250%, 10/15/2027(f)
3,355,000
3,436,778
HUB
International, Ltd., 7.000%, 05/01/2026(f)
4,628,000
4,844,567
NFP
Corp., 6.875%, 08/15/2028(f)
6,259,000
6,690,433
14,971,778
Drugs - 0.78%
Bausch Health Cos.,
Inc.:
6.250%, 02/15/2029(f)
2,122,000
2,308,078
5.250%, 01/30/2030(f)
2,500,000
2,621,550
4,929,628
Electronics/Electric - 0.73%
Banff
Merger Sub, Inc., 9.750%, 09/01/2026(f)
1,587,000
1,715,896
Boxer
Parent Co., Inc., 7.125%, 10/02/2025(f)
377,000
409,757
Spectrum
Brands, Inc., 5.500%, 07/15/2030(f)
1,017,000
1,097,724
Veritas
US, Inc. / Veritas Bermuda, Ltd., 7.500%, 09/01/2025(f)
1,346,000
1,383,015
4,606,392
See
Notes to Financial Statements.
46
www.blackstone-credit.com
Blackstone Strategic Credit
Fund
Portfolio
of Investments
December
31, 2020
Value
Equipment
Leasing - 0.11%
Picasso
Finance Sub, Inc., 6.125%, 06/15/2025(f)
$
648,000
$
694,300
Farming/Agriculture
- 0.14%
Central
Garden & Pet Co., 4.125%, 10/15/2030
854,000
891,896
Food
Products - 0.43%
Dole
Food Co., Inc., 7.250%, 06/15/2025(f)
1,850,000
1,893,743
Post
Holdings, Inc., 4.625%, 04/15/2030(f)
773,000
814,132
2,707,875
Food
Service - 0.38%
IRB
Holding Corp., 7.000%, 06/15/2025(f)
1,307,000
1,430,218
TreeHouse
Foods, Inc., 4.000%, 09/01/2028
953,000
987,546
2,417,764
Healthcare
- 3.34%
Acadia
Healthcare Co., Inc., 5.500%, 07/01/2028(f)
3,628,000
3,903,456
DaVita,
Inc., 4.625%, 06/01/2030(f)
2,950,000
3,128,844
Envision
Healthcare Corp., 8.750%, 10/15/2026(f)
6,250,000
3,944,125
RP
Escrow Issuer LLC, 5.250%, 12/15/2025(f)
758,000
793,755
Syneos
Health, Inc., 3.625%, 01/15/2029(f)
801,000
804,717
Team
Health Holdings, Inc., 6.375%, 02/01/2025(f)
3,500,000
3,027,500
Tenet Healthcare
Corp.:
1,300,000
1,346,182
5.125%,
11/01/2027(f)
4,000,000
4,245,000
21,193,579
Home
Furnishings - 0.41%
Prime
Security Services Borrower LLC / Prime Finance, Inc., 6.250%, 01/15/2028(f)
2,422,000
2,603,650
Industrial
Equipment - 0.26%
Vertical
Holdco GmbH, 7.625%, 07/15/2028(f)
728,000
794,885
Vertical
US Newco, Inc., 5.250%, 07/15/2027(f)
786,000
834,634
1,629,519
Nonferrous
Metals/Minerals - 0.24%
Minerals
Technologies, Inc., 5.000%, 07/01/2028(f)
1,447,000
1,517,758
Oil
& Gas - 0.10%
CSI Compressco LP
/ CSI Compressco Finance, Inc.: 7.500%, 04/01/2025(f)
186,000
176,448
10.000%,
10.75% PIK, 04/01/2026(d)(f)
578,000
446,505
622,953
Property
& Casualty Insurance - 0.91%
AssuredPartners,
Inc., 7.000%, 08/15/2025(f)
4,545,000
4,724,823
GTCR
AP Finance, Inc., 8.000%, 05/15/2027(f)
955,000
1,039,470
5,764,293
Radio
& Television - 2.25%
Nielsen
Finance LLC / Nielsen Finance Co., 5.625%, 10/01/2028(f)
2,512,000
2,734,124
Sinclair
Television Group, Inc.:
5.125%, 02/15/2027(f)
1,356,000
1,382,273
5.500%, 03/01/2030(f)
2,481,000
2,590,635
4.125%, 12/01/2030(f)
1,497,000
1,535,929
See
Notes to Financial Statements.
Annual
Report | December 31, 2020
47
Blackstone
Strategic Credit Fund
Portfolio
of Investments
December
31, 2020
Value
Radio & Television
(continued)
Univision
Communications, Inc., 6.625%, 06/01/2027(f)
$
5,606,000
$
6,030,795
14,273,756
Steel - 0.60%
GrafTech
Finance, Inc., 4.625%, 12/15/2028(f)
3,720,000
3,775,949
Surface Transport
- 0.48%
XPO
Logistics, Inc., 6.250%, 05/01/2025(f)
2,812,000
3,031,378
Telecommunications - 2.26%
CommScope
Technologies LLC, 6.000%, 06/15/2025(f)
3,861,000
3,953,085
Connect
Finco SARL / Connect US Finco LLC, 6.750%, 10/01/2026(f)
4,714,000
5,084,379
Zayo
Group Holdings, Inc., 4.000%, 03/01/2027(f)
5,296,000
5,316,151
14,353,615
Utilities - 0.95%
Calpine
Corp., 4.625%, 02/01/2029(f)
1,010,000
1,040,078
Pike
Corp., 5.500%, 09/01/2028(f)
4,733,000
5,011,063
6,051,141
TOTAL CORPORATE BONDS
(Cost $178,637,180)
185,389,243
Shares
COMMON STOCK - 1.61%
Building & Development
- 0.21%
Brock
Holdings III Inc.(b)
164,832
–
Dayton
Superior LLC(b)(g)
15,747
1,338,459
1,338,459
Food Service - 0.38%
CEC
Brands, LLC - Equity(b)(g)
259,632
2,391,211
Oil & Gas - 1.02%
Ascent
Resources - Equity(g)
886,921
563,195
RDV
Resources, Inc.(b)(g)
62,301
–
Ridgeback
Resources Inc.(b)(g)
1,201,345
4,577,361
SandRidge
Energy, Inc.(g)
135,154
418,977
Total
Safety Holdings, LLC(g)
2,951
811,525
Utex
Industries Holdings, LLC(b)(g)
3,182
119,325
6,490,383
TOTAL COMMON STOCK
(Cost $26,451,203)
10,220,053
WARRANTS - 0.00%(h)
Healthcare - 0.00%
Carestream
Health expires 12/31/2049 at $0.01(b)
228
–
Leisure Goods/Activities/Movies
- 0.00%
Mood
Media LLC (Series A) expires 6/28/2022 at $1.63(b)
7,983,028
–
Mood
Media LLC (Series B) expires 7/31/2025 at $2.03(b)
7,983,028
–
Mood
Media LLC (Series C) expires 7/31/2025 at $2.33(b)
7,983,028
–
See
Notes to Financial Statements.
48
www.blackstone-credit.com
Blackstone Strategic Credit
Fund
Portfolio
of Investments
December
31, 2020
Shares
Value
Oil
& Gas - 0.00%(h)
Ascent
Resources Marcellus LLC expires 3/30/2023 at $6.15(b)
229,630
$
2,870
Utex
Industries Holdings, LLC expires 12/31/2025 at $114.76(b)
7,955
–
TOTAL
WARRANTS
(Cost
$25,062)
2,870
Total
Investments- 158.96%
(Cost $1,025,857,163)
1,007,408,273
Liabilities
in Excess of Other Assets - (3.04)%
(19,280,215
)
Mandatory
Redeemable Preferred Shares - (7.15)%
(liquidation
preference plus distributions payable on term preferred shares)
(45,286,937
)
Leverage
Facility - (48.77)%
(309,100,000
)
Net
Assets - 100.00%
$
633,741,121
(a)
Floating
or variable rate security. The reference rate is described above. The rate in effect
as of December 31, 2020 is based on the reference rate plus the displayed spread as of
the security's last reset date. Where applicable, the reference rate is subject to a
floor rate.
(b)
Level
3 assets valued using significant unobservable inputs as a result of unavailable quoted
prices from an active market or the unavailability of other significant observable inputs.
(c)
Security
is in default as of period end and is therefore non-income producing.
(d)
Represents
a payment-in-kind (“PIK”) security which may pay interest/dividend in additional
par/shares.
(e)
A
portion of this position was not funded as of December 31, 2020. The Portfolio of Investments
records only the funded portion of each position. As of December 31, 2020, the Fund has
unfunded delayed draw loans in the amount of $781,144. Fair value of these unfunded delayed
draws was $760,902.
(f)
Security
exempt from registration under Rule 144A of the Securities Act of 1933. Total market
value of Rule 144A securities amounts to $173,543,068, which represented approximately
27.38% of net assets as of December 31, 2020. Such securities may normally be sold to qualified
institutional buyers in transactions exempt from registration.
(g)
Non-income
producing security.
(h)
Amount
represents less than 0.005% of net assets.
See
Notes to Financial Statements.
Annual
Report | December 31, 2020
49
Blackstone
Credit Funds
Statements
of Assets and Liabilities
December
31, 2020
(a)
$1,000
liquidation value per share. -, 20,000, and 45,000 shares issued and outstanding, respectively.
See
Notes to Financial Statements.
50
www.blackstone-credit.com
Blackstone
Credit Funds
Statements
of Operations
For
the Year Ended December 31, 2020
(a)
Prior
to December 10, 2020 the Blackstone Senior Floating Rate Term Fund, Blackstone Long-Short
Credit Income Fund, and Blackstone Strategic Credit Fund were known as the Blackstone
/ GSO Senior Floating Rate Term Fund, Blackstone / GSO Long-Short Credit Income Fund,
and Blackstone / GSO Strategic Credit Fund.
See
Notes to Financial Statements.
Annual Report | December
31, 2020
51
Blackstone
Credit Funds
Statements
of Changes in Net Assets
FROM
OPERATIONS:
Net
investment income(b)
$
15,804,036
$
19,947,978
$
14,931,604
$
18,531,849
$
48,110,490
$
60,185,232
Net
realized loss
(28,971,097
)
(2,062,142
)
(24,590,233
)
(592,820
)
(109,694,472
)
(4,373,097
)
Net
change in unrealized appreciation on Investment securities and unfunded commitments
16,052,996
1,158,024
14,722,344
2,157,068
62,920,804
1,638,151
Net
Increase in Net Assets Attributable to Common Shares from Operations
2,885,935
19,043,860
5,063,715
20,096,097
1,336,822
57,450,286
DISTRIBUTIONS
TO COMMON SHAREHOLDERS:
From
distributable earnings
(15,772,221
)
(20,120,070
)
(15,160,538
)
(18,585,586
)
(48,907,498
)
(59,716,278
)
Net
Decrease in Net Assets from Distributions to Common Shareholders
(15,772,221
)
(20,120,070
)
(15,160,538
)
(18,585,586
)
(48,907,498
)
(59,716,278
)
Cost
of shares repurchased
(22,708,214
)
–
–
–
–
–
Net asset value of common shares issued to shareholders from reinvestment of dividends
–
279,180
15,002
72,417
–
–
Net
Increase/(Decrease) from Capital Share Transactions
(22,708,214
)
279,180
15,002
72,417
–
–
Net
Increase/(Decrease) in Net Assets Attributable to Common Shares
(35,594,500
)
(797,030
)
(10,081,821
)
1,582,928
(47,570,676
)
(2,265,992
)
NET
ASSETS ATTRIBUTABLE TO COMMON SHAREHOLDERS:
Beginning
of period
250,847,528
251,644,558
199,982,376
198,399,448
681,311,797
683,577,789
End
of period
$
215,253,028
$
250,847,528
$
189,900,555
$
199,982,376
$
633,741,121
$
681,311,797
(a)
Prior
to December 10, 2020 the Blackstone Senior Floating Rate Term Fund, Blackstone Long-Short
Credit Income Fund, and Blackstone Strategic Credit Fund were known as the Blackstone
/ GSO Senior Floating Rate Term Fund, Blackstone / GSO Long-Short Credit Income Fund,
and Blackstone / GSO Strategic Credit Fund.
(b)
Includes
impact of distributions to preferred shareholders from net investment income. Distributions
on the Fund's mandatory redeemable preferred stock ("MRPS") are treated as
an operating expense under GAAP and are included in the calculation of net investment
income. See Note 11 - Leverage. The Long-Short Credit Income Fund and the Strategic Credit
Fund recorded distributions of $722,000 and $1,624,499, respectively, to holders of MRPS
for the fiscal year ended December 31, 2020. For the fiscal year ended December 31, 2019,
the Long-Short Credit Income Fund and the Strategic Credit Fund recorded distributions
of $727,970 and $1,637,931, respectively, to holders of MRPS. See Note 12 for details
on tax characterization of distributions.
See
Notes to Financial Statements.
52
www.blackstone-credit.com
Blackstone
Credit Funds
Statements
of Cash Flows
For
the Year Ended December 31, 2020
CASH
FLOWS FROM OPERATING ACTIVITIES:
Net increase
in net assets from operations
$
2,885,935
$
5,063,715
$
1,336,822
Adjustments to
reconcile net increase/(decrease) in net assets from operations to net cash provided
by (used in) operating activities:
Purchases
of investment securities
(240,317,470
)
(217,156,816
)
(708,708,899
)
Payment-in-kind
interest
(258,081
)
(290,098
)
(2,092,577
)
Proceeds
from disposition of investment securities
288,686,743
238,128,861
778,085,097
Net
discounts (accreted)/premiums amortized
(1,103,879
)
(908,209
)
(2,482,145
)
Net
realized (gain)/loss on:
Investment
securities
28,971,097
24,590,233
109,694,472
Net
change in unrealized (appreciation)/depreciation on:
Investment
securities and unfunded commitments
(16,052,996
)
(14,722,344
)
(62,920,804
)
Amortization
of deferred financing costs
–
35,985
80,967
(Increase)/Decrease
in assets:
Interest
receivable
330,772
198,325
1,506,057
Prepaid
offering costs
–
(407,458
)
–
Prepaid
expenses and other assets
(2,382
)
(3,876
)
4,620
Increase/(Decrease)
in liabilities:
Interest due on loan
facility
(540,560
)
(288,304
)
(342,665
)
Net
unrealized depreciation on unfunded loan commitments
4,780
4,087
13,898
Accrued
investment advisory fees payable
(43,930
)
(10,642
)
(79,626
)
Accrued
fund accounting and administration expense
15,383
17,122
51,585
Accrued
trustees' fees payable
1,930
3,358
9,974
Other
payables and accrued expenses
84,770
64,522
169,116
Net
Cash Provided by (Used in) Operating Activities
62,662,112
34,318,461
114,325,892
CASH
FLOWS FROM FINANCING ACTIVITIES:
Proceeds from leverage
facility
26,000,000
30,300,000
89,100,000
Payments on leverage
facility
(49,500,000
)
(42,400,000
)
(136,500,000
)
Cost of shares repurchased
(22,340,595
)
–
–
Distributions
paid - common shareholders - net of distributions reinvested
(16,209,575
)
(15,945,643
)
(50,292,094
)
Net
Cash Provided by (Used in) Financing Activities
(62,050,170
)
(28,045,643
)
(97,692,094
)
Net
Increase in Cash
611,942
6,272,818
16,633,798
Cash,
beginning balance
$
8,534,490
$
6,334,315
$
18,187,654
Cash,
ending balance
$
9,146,432
$
12,607,133
$
34,821,452
Supplemental
disclosure of cash flow information:
Cash paid on interest
on leverage facility
$
2,415,841
$
1,998,538
$
5,761,837
Reinvestment of distributions
–
$
15,002
–
(a)
Prior
to December 10, 2020 the Blackstone Senior Floating Rate Term Fund, Blackstone Long-Short
Credit Income Fund, and Blackstone Strategic Credit Fund were known as the Blackstone
/ GSO Senior Floating Rate Term Fund, Blackstone / GSO Long-Short Credit Income Fund,
and Blackstone / GSO Strategic Credit Fund.
See
Notes to Financial Statements.
Annual Report | December 31, 2020
53
Blackstone Senior Floating
Rate Term Fund
Financial
Highlights
For
a Share Outstanding Throughout the Periods Indicated
(a)
Prior
to December 10, 2020, the Blackstone Senior Floating Rate Term Fund was known as the
Blackstone / GSO Senior Floating Rate Term Fund.
(b)
Calculated
using average common shares outstanding.
(c)
Total
investment return is calculated assuming a purchase of common share at the opening on
the first day and a sale at closing on the last day of each period reported. Dividends
and distributions are assumed for purposes of this calculation to be reinvested at prices
obtained under the Fund's dividend reinvestment plan. Total investment returns does not
reflect sales load or brokerage commissions, if any, and are not annualized.
(d)
Average
managed assets represent net assets applicable to common shares plus principal value
of leverage.
(e)
Calculated
by subtracting the Fund's total liabilities (excluding the principal amount of the Leverage
Facility) from the Fund's total assets and dividing by the principal amount of the Leverage
Facility and then multiplying by $1,000.
See
Notes to Financial Statements.
54
www.blackstone-credit.com
Blackstone
Long-Short Credit Income Fund
Financial
Highlights
For
a Share Outstanding Throughout the Periods Indicated
(a)
Prior
to December 10, 2020, the Blackstone Long-Short Credit Income Fund was known as the
Blackstone / GSO Long-Short Credit Income Fund.
(b)
Calculated
using average common shares outstanding.
(c)
Distributions
on the Company's MRPS are treated as an operating expense under GAAP and are included
in the calculation of net investment income. See Note 11 - Leverage.
(d)
Total
investment return is calculated assuming a purchase of common share at the opening on
the first day and a sale at closing on the last day of each period reported. Dividends
and distributions are assumed for purposes of this calculation to be reinvested at prices
obtained under the Fund's dividend reinvestment plan. Total investment returns does not
reflect sales load or brokerage commissions, if any, and are not annualized.
(e)
Average
managed assets represent net assets applicable to common shares plus principal value
of leverage.
See
Notes to Financial Statements.
Annual Report | December
31, 2020
55
Blackstone Long-Short Credit
Income Fund
Financial
Highlights
(f)
Calculated
by subtracting the Fund's total liabilities (excluding the liquidation value of the Mandatory
Redeemable Preferred Shares and the principal amount of the Leverage Facility) from the
Fund's total assets and dividing by the liquidation value of the Mandatory Redeemable
Preferred Shares and the principal amount of the Leverage Facility and then multiplying
by $1,000.
(g)
Calculated
by subtracting the Fund's total liabilities (excluding Mandatory Redeemable Preferred
Shares at liquidation value, including dividends payable on mandatory redeemable preferred
shares, and the principal amount of the Leverage Facility) from the Fund's total assets
and dividing by the principal amount of the Leverage Facility and then multiplying by
$1,000.
See
Notes to Financial Statements.
56
www.blackstone-credit.com
Blackstone Strategic Credit
Fund
Financial
Highlights
For
a Share Outstanding Throughout the Periods Indicated
(a)
Prior
to December 10, 2020, the Blackstone Strategic Credit Fund was known as the and Blackstone
/ GSO Strategic Credit Fund.
(b)
Calculated
using average common shares outstanding.
(c)
Distributions
on the Company's MRPS are treated as an operating expense under GAAP and are included
in the calculation of net investment income. See Note 11 - Leverage.
(d)
Total
investment return is calculated assuming a purchase of common share at the opening on
the first day and a sale at closing on the last day of each period reported. Dividends
and distributions are assumed for purposes of this calculation to be reinvested at prices
obtained under the Fund's dividend reinvestment plan. Total investment returns does not
reflect sales load or brokerage commissions, if any, and are not annualized.
(e)
Average
managed assets represent net assets applicable to common shares plus principal value
of leverage.
See
Notes to Financial Statements.
Annual Report | December
31, 2020
57
Blackstone
Strategic Credit Fund
Financial
Highlights
For a Share Outstanding
Throughout the Periods Indicated
(f)
Calculated
by subtracting the Fund's total liabilities (excluding the liquidation value of the Mandatory
Redeemable Preferred Shares and the principal amount of the Leverage Facility) from the
Fund's total assets and dividing by the liquidation value of the Mandatory Redeemable
Preferred Shares and the principal amount of the Leverage Facility and then multiplying
by $1,000.
(g)
Calculated
by subtracting the Fund's total liabilities (excluding Mandatory Redeemable Preferred
Shares at liquidation value, including dividends payable on mandatory redeemable preferred
shares, and the principal amount of the Leverage Facility) from the Fund's total assets
and dividing by the principal amount of the Leverage Facility and then multiplying by
$1,000.
See
Notes to Financial Statements.
58
www.blackstone-credit.com
Blackstone
Credit Funds
Notes
to Financial Statements
December
31, 2020
NOTE
1. ORGANIZATION
Annual
Report | December 31, 2020
59
Blackstone
Credit Funds
Notes
to Financial Statements
December 31, 2020
NOTE
2. SIGNIFICANT ACCOUNTING POLICIES
60
www.blackstone-credit.com
Blackstone
Credit Funds
Notes
to Financial Statements
December 31, 2020
Annual
Report | December 31, 2020
61
Blackstone
Credit Funds
Notes
to Financial Statements
December 31, 2020
The following tables summarize
valuation of the Funds’ investments under the fair value hierarchy levels as of December 31, 2020:
Blackstone Senior Floating Rate Term
Fund
Investments
in Securities at Value*
Level
1 - Quoted Prices
Total
Floating Rate Loan Interests
Air
Transport
$
–
$
3,502,227
$
498,727
$
4,000,954
Business
Equipment & Services
–
49,084,807
7,016,418
56,101,225
Chemical
& Plastics
–
4,141,501
2,535,916
6,677,417
Containers
& Glass Products
–
6,322,951
1,049,363
7,372,314
Electronics/electric
–
53,418,077
2,550,659
55,968,736
Food
Products
–
5,557,958
1,191,457
6,749,415
Food
Service
–
6,525,548
976,685
7,502,233
Food/Drug
Retailers
–
2,232,837
704,480
2,937,317
Healthcare
–
32,886,924
7,500,141
40,387,065
Home
Furnishings
–
3,469,349
926,544
4,395,893
Industrial
Equipment
–
8,344,029
1,388,136
9,732,165
Leisure
Goods/Activities/Movies
–
4,142,153
969,176
5,111,329
Oil
& Gas
–
2,586,301
327,716
2,914,017
Retailers
(except food & drug)
–
649,668
235,327
884,995
Other
–
78,956,636
–
78,956,636
Collateralized Loan Obligation Securities
Structured
Finance Obligations
–
–
2,613,842
2,613,842
Corporate Bonds
–
25,726,907
–
25,726,907
Common Stock
Building
& Development
–
–
486,712
486,712
Food
Service
–
–
849,678
849,678
Oil
& Gas
–
112,639
–
112,639
Warrants
Healthcare
–
–
–
–
Oil
& Gas
–
–
574
574
Total
$
–
$
287,660,512
$
31,821,551
$
319,482,063
Other
Financial Instruments
Liabilities
Net
Unrealized Depreciation on Unfunded Loan Commitments
–
(1,906
)
$
(2,874
)
$
(4,780
)
Total
$
–
(1,906
)
$
(2,874
)
$
(4,780
)
62
www.blackstone-credit.com
Blackstone
Credit Funds
Notes
to Financial Statements
Investments
in Securities at Value*
Level
1 - Quoted Prices
Level
2 - Significant Observable Inputs
Level
3 - Significant Unobservable Inputs
Total
Floating Rate Loan Interests
Air
Transport
$
–
$
2,764,194
$
448,855
$
3,213,049
Business
Equipment & Services
–
42,179,950
6,071,055
48,251,005
Chemical
& Plastics
–
3,325,492
2,074,840
5,400,332
Containers
& Glass Products
–
5,465,650
803,011
6,268,661
Electronics/electric
–
47,187,583
2,072,552
49,260,135
Food
Products
–
3,311,017
536,396
3,847,413
Food
Service
–
5,736,855
835,535
6,572,390
Food/Drug
Retailers
–
1,383,285
603,840
1,987,125
Healthcare
–
28,543,509
7,664,467
36,207,976
Home
Furnishings
–
2,758,314
617,696
3,376,010
Industrial
Equipment
–
5,708,074
1,172,095
6,880,169
Insurance
–
1,187,602
379,100
1,566,702
Leisure
Goods/Activities/Movies
–
2,881,042
830,723
3,711,765
Oil
& Gas
–
2,551,418
101,729
2,653,147
Retailers
(except food & drug)
–
556,858
176,813
733,671
Other
–
66,009,905
–
66,009,905
Collateralized Loan Obligation Securities
Structured
Finance Obligations
–
–
5,117,387
5,117,387
Corporate Bonds
–
56,488,942
–
56,488,942
Common Stock
Building
& Development
–
–
365,034
365,034
Food
Service
–
–
726,881
726,881
Oil
& Gas
117,310
–
–
117,310
Warrants
Healthcare
–
–
–
–
Total
$
117,310
$
278,039,690
$
30,598,009
$
308,755,009
Other
Financial Instruments
Liabilities
Net
Unrealized Depreciation on Unfunded Loan Commitments
–
(1,624
)
$
(2,463
)
$
(4,087
)
Total
$
–
(1,624
)
$
(2,463
)
$
(4,087
)
Annual Report | December 31, 2020
63
Blackstone Credit Funds
Notes
to Financial Statements
Investments
in Securities at Value*
Level
1 - Quoted Prices
Level
2 - Significant Observable Inputs
Level
3 - Significant Unobservable Inputs
Total
Floating
Rate Loan Interests
Air
Transport
$
–
$
8,784,588
$
1,496,183
$
10,280,771
Business
Equipment & Services
–
143,934,161
20,348,987
164,283,148
Chemical
& Plastics
–
11,209,796
6,916,134
18,125,930
Containers
& Glass Products
–
17,055,855
3,108,662
20,164,517
Electronics/electric
–
165,747,350
7,294,299
173,041,649
Food
Products
–
12,218,050
1,817,785
14,035,835
Food
Service
–
21,196,067
2,748,638
23,944,705
Food/Drug
Retailers
–
4,700,674
2,046,346
6,747,020
Healthcare
–
85,345,432
24,592,534
109,937,966
Home
Furnishings
–
6,699,466
4,650,186
11,349,652
Industrial
Equipment
–
19,626,417
3,951,408
23,577,825
Leisure
Goods/Activities/Movies
–
6,107,215
2,815,226
8,922,441
Oil
& Gas
–
8,901,269
359,711
9,260,980
Retailers
(except food & drug)
–
1,887,131
685,567
2,572,698
Other
–
215,550,970
–
215,550,970
Corporate
Bonds
–
185,389,243
–
185,389,243
Common
Stock
Building
& Development
–
–
1,338,459
1,338,459
Food
Service
–
–
2,391,211
2,391,211
Oil
& Gas
418,977
1,374,720
4,696,686
6,490,383
Warrants
Healthcare
–
–
–
–
Leisure
Goods/Activities/Movies
–
–
–
–
Oil
& Gas
–
–
2,870
2,870
Total
$
418,977
$
915,728,404
$
91,260,892
$
1,007,408,273
Other
Financial Instruments
Liabilities
Net
Unrealized Depreciation on Unfunded Loan
Commitments
–
(5,550
)
$
(8,348
)
$
(13,898
)
Total
$
–
(5,550
)
$
(8,348
)
$
(13,898
)
*
Refer
to each Fund’s Portfolio of Investments for a listing of securities by type.
64
www.blackstone-credit.com
Blackstone Credit Funds
Notes
to Financial Statements
Blackstone
Senior Floating Rate Term Fund
Floating
Rate Loan Interests
Collateralized
Loan Obligation Securities
Common
Stock
Warrants
Unfunded
Loan Commitments
Total
Balance
as of December 31, 2019
$
48,036,709
$
6,043,785
$
515,342
$
1,378
$
(1,819
)
$
54,595,395
Accrued
discount/ premium
93,705
5,499
–
–
–
99,204
Realized
Gain/(Loss)
(1,899,609
)
(1,207,804
)
–
–
–
(3,107,413
)
Change
in Unrealized Appreciation/(Depreciation)
(1,141,581
)
245,819
(408,919
)
(804
)
(1,055
)
(1,306,540
)
Purchases
11,394,523
1,133,338
1,229,967
–
–
13,757,828
Sales
Proceeds
(26,023,741
)
(3,606,795
)
–
–
–
(29,630,536
)
Transfer
into Level 3
9,592,750
–
–
–
–
9,592,750
Transfer
out of Level 3
(12,182,011
)
–
–
–
–
(12,182,011
)
Balance
as of December 31, 2020
$
27,870,745
$
2,613,842
$
1,336,390
$
574
$
(2,874
)
$
31,818,677
Net
change in unrealized appreciation/ (depreciation) included in the Statements of Operations attributable to Level 3 investments
held at December 31, 2020
$
(769,185
)
$
104,848
$
(408,920
)
$
(804
)
$
(1,055
)
$
(1,075,116
)
Blackstone
Long-Short Credit Income Fund
Floating
Rate Loan Interests
Collateralized
Loan Obligation Securities
Common
Stock
Unfunded
Loan Commitments
Total
Balance
as of December 31, 2019
$
38,219,486
$
8,764,282
$
386,507
$
(1,559
)
$
47,368,716
Accrued
discount/ premium
128,426
7,045
–
–
135,471
Realized
Gain/(Loss)
(1,545,533
)
(987,880
)
–
–
(2,533,413
)
Change
in Unrealized
Appreciation/(Depreciation)
(570,318
)
172,007
123,144
(904
)
(276,071
)
Purchases
10,729,842
1,133,338
582,264
–
12,445,444
Sales
Proceeds
(21,885,187
)
(3,971,405
)
–
–
(25,856,592
)
Transfer
into Level 3
8,186,563
–
–
–
8,186,563
Transfer
out of Level 3
(8,874,572
)
–
–
–
(8,874,572
)
Balance
as of December 31, 2020
$
24,388,707
$
5,117,387
$
1,091,915
$
(2,463
)
$
30,595,546
Net
change in unrealized appreciation/ (depreciation) included in the Statements of Operations attributable to Level 3 investments
held at December 31, 2020
$
(358,015
)
$
43,014
$
123,144
$
(904
)
$
(192,761
)
Blackstone
Strategic Credit Fund
Floating
Rate Loan Interests
Corporate
Bonds
Common
Stock
Warrants
Unfunded
Loan Commitments
Total
Balance
as of December 31, 2019
$
133,526,932
$
5,789,915
$
9,734,833
$
6,889
$
(5,283
)
$
149,053,286
Accrued
discount/ premium
420,513
(55,876
)
–
–
–
364,637
Realized
Gain/(Loss)
(5,459,080
)
(7,177,811
)
(415,788
)
–
–
(13,052,679
)
Change
in Unrealized
Appreciation/(Depreciation)
(1,916,498
)
292,501
(2,439,542
)
(4,019
)
(3,065
)
(4,070,623
)
Purchases
35,048,650
1,151,271
2,060,936
–
–
38,260,857
Sales
Proceeds
(75,172,714
)
–
(514,083
)
–
–
(75,686,797
)
Transfer
into Level 3
27,536,603
–
–
–
–
27,536,603
Transfer
out of Level 3
(31,152,740
)
–
–
–
–
(31,152,740
)
Balance
as of December 31, 2020
$
82,831,666
$
–
$
8,426,356
$
2,870
$
(8,348
)
$
91,252,544
Net
change in unrealized appreciation/ (depreciation) included in the Statements of Operations attributable to Level 3 investments
held at December 31, 2020
$
(1,160,506
)
$
–
$
(2,436,260
)
$
(4,019
)
$
(3,065
)
$
(3,603,850
)
Annual Report | December 31, 2020
65
Blackstone Credit Funds
Notes
to Financial Statements
Blackstone
Senior Floating Rate Term Fund
Fair
Value
Valuation
Technique
Unobservable
Input(s)
Value/Rate
(Weighted Average)
Floating Rate Loan Interests
$
27,870,745
Third Party Vendor Pricing
Services
Broker Quotes
N/A
Collateralized Loan Obligation Securities
2,613,842
Third Party Vendor Pricing Services
Broker Quotes
N/A
Common Stock
486,712
Third Party Vendor Pricing Services
Broker Quotes
N/A
849,678
Transaction Value
Cost
N/A
–
Performance Multiple Methodology
EBITDA Multiple(a)
3.00x
Warrants
574
Third Party Vendor Pricing Services
Broker Quotes
N/A
–
Performance Multiple Methodology
EBITDA Multiple(a)
4.50x
Unfunded Loan Commitments
(2,874
)
Third Party Vendor Pricing Services
Broker Quote
N/A
Blackstone
Long-Short Credit Income Fund
Fair
Value
Valuation
Technique
Unobservable
Input(s)
Value/Rate
(Weighted Average)
Floating Rate Loan Interests
$
24,388,707
Third Party Vendor Pricing
Services
Broker Quotes
N/A
Collateralized Loan Obligation Securities
5,117,387
Third Party Vendor Pricing Services
Broker Quotes
N/A
Common Stock
365,034
Third Party Vendor Pricing Services
Broker Quotes
N/A
726,881
Transaction Value
Cost
N/A
–
Performance Multiple Methodology
EBITDA Multiple(a)
3.00x
Warrants
–
Performance Multiple Methodology
EBITDA Multiple(a)
4.50x
Unfunded Loan Commitments
(2,463
)
Third Party Vendor Pricing Services
Broker Quote
N/A
Blackstone
Strategic Credit Fund
Fair
Value
Valuation
Technique
Unobservable
Input(s)
Value/Rate
(Weighted Average)
Floating Rate Loan Interests
$
82,831,666
Third Party Vendor Pricing
Services
Broker Quotes
N/A
Common Stock
1,457,784
Third Party Vendor Pricing Services
Broker Quotes
N/A
2,391,211
Transaction Value
Cost
N/A
–
Performance Multiple Methodology
EBITDA Multiple(a)
7.38x
–
Performance Multiple Methodology
EBITDA Multiple(a)
3.00x
4,577,361
Performance Multiple Methodology
EBITDA Multiple(a)
3.75x
Proved & Probable
PV-10(a)
0.37x
Daily Production
(BOE/D) (a)
$25.50
Proved & Probable
Reserves (MMboe) (a)
5.65x
Warrants
2,870
Third Party Vendor Pricing Services
Broker Quotes
N/A
–
Performance Multiple Methodology
EBITDA Multiple(a)
4.50x
–
Performance Multiple Methodology
EBITDA Multiple(a)
7.00x
–
Performance Multiple Methodology
EBITDA Multiple(a)
7.00x
–
Performance Multiple Methodology
EBITDA Multiple(a)
7.00x
Unfunded Loan Commitments
(8,348
)
Third Party Vendor Pricing Services
Broker Quote
N/A
(a)
A
change to the unobservable input at the reporting date would result in a significant
change to the value of the investment as follows:
Unobservable
Input
Impact
to Value if Input Increases
Impact
to Value if Input Decreases
EBITDA Multiple
Increase
Decrease
Proved & Probable PV-10
Increase
Decrease
Daily Production
Increase
Decrease
Proved & Probable Reserves
Increase
Decrease
Cost
Increase
Decrease
66
www.blackstone-credit.com
Blackstone Credit Funds
Notes
to Financial Statements
Annual Report | December 31, 2020
67
Blackstone Credit Funds
Notes
to Financial Statements
Fund
Blackstone Senior Floating
Rate Term Fund
$
245,632,265
$
286,710,703
Blackstone Long-Short Credit Income
Fund
227,284,618
238,738,291
Blackstone Strategic Credit Fund
742,895,469
777,820,753
68
www.blackstone-credit.com
Blackstone Credit Funds
Notes
to Financial Statements
Blackstone
Senior Floating Rate Term Fund
For
the
Year Ended
December 31, 2020
For
the
Year Ended
December 31, 2019
Common shares outstanding - beginning of period
15,286,182
15,269,106
Common shares issued as reinvestment of dividends
–
17,076
Less Shares Repurchased
(1,733,187
)
–
Common shares outstanding
- end of period
13,552,995
15,286,182
Blackstone
Long-Short Credit Income Fund
For
the
Year Ended
December 31, 2020
For
the
Year Ended
December 31, 2019
Common shares outstanding - beginning of period
12,706,839
12,702,160
Common shares issued as
reinvestment of dividends
958
4,679
Common shares outstanding
- end of period
12,707,797
12,706,839
Blackstone
Strategic Credit Fund
For
the
Year Ended
December 31, 2020
For
the
Year Ended
December 31, 2019
Common shares outstanding - beginning of period
44,664,382
44,664,382
Common shares issued as
reinvestment of dividends
–
–
Common shares outstanding
- end of period
44,664,382
44,664,382
Annual Report | December 31, 2020
69
Blackstone Credit Funds
Notes
to Financial Statements
70
www.blackstone-credit.com
Blackstone Credit Funds
Notes
to Financial Statements
Borrower
Par
Value
Fair
Value
Par
Value
Fair
Value
Par
Value
Fair
Value
Justrite Safety Group, First
Lien Delayed Draw Term Loan
$
64,650
$
61,255
$
55,414
$
52,505
$
187,792
$
177,933
Covenant
Surgical Partners, Inc., First Lien Delayed Draw Term Loan
203,742
200,177
173,606
170,567
593,352
582,969
Total
$
268,392
$
261,432
$
229,020
$
223,072
$
781,144
$
760,902
Annual Report | December 31, 2020
71
Blackstone Credit Funds
Notes
to Financial Statements
72
www.blackstone-credit.com
Blackstone Credit Funds
Notes
to Financial Statements
Fund
Blackstone Senior Floating
Rate Term Fund
$
67,013
$
(67,013
)
Blackstone Long-Short Credit Income
Fund
$
16,762
$
(16,762
)
Blackstone Strategic Credit Fund
$
66,918
$
(66,918
)
2020
Blackstone
Senior Floating
Rate Term Fund
Blackstone
Long-Short
Credit Income Fund
Blackstone
Strategic
Credit Fund
Distributions Paid From:
Ordinary
Income
$
15,772,221
$
15,882,538
(a)
$
50,531,997
(a)
Total
$
15,772,221
$
15,882,538
$
50,531,997
2019
Blackstone
Senior Floating
Rate Term Fund
Blackstone
Long-Short
Credit Income Fund
Blackstone
Strategic
Credit Fund
Distributions Paid From:
Ordinary
Income
$
20,120,070
$
19,313,556
(a)
$
61,354,209
(a)
Total
$
20,120,070
$
19,313,556
$
61,354,209
(a)
Distributions
paid include common shares and mandatory redeemable preferred shares.
Annual Report | December 31, 2020
73
Blackstone Credit Funds
Notes
to Financial Statements
Fund
Short
Term
Long
Term
Blackstone Senior Floating
Rate Term Fund
$
2,161,021
$
39,332,536
Blackstone Long-Short Credit Income
Fund
$
2,379,928
$
38,763,539
Blackstone Strategic Credit Fund
$
7,312,251
$
157,919,336
Undistributed ordinary income
$
–
$
–
$
–
Accumulated capital losses
(43,348,936
)
(43,751,200
)
(185,177,203
)
Unrealized depreciation
(5,221,681
)
(2,837,756
)
(19,851,682
)
Other
Cumulative effect of timing differences
(362,541
)
(403,558
)
(981,132
)
Total
$
(48,933,158
)
$
(46,992,514
)
$
(206,010,017
)
Cost
of investments for income tax purposes
$
324,703,744
$
311,592,765
$
1,027,259,956
Gross appreciation (excess of value
over tax cost)
$
5,421,734
$
6,098,113
$
25,950,912
Gross
depreciation (excess of tax cost over value)
(10,643,415
)
(8,935,869
)
(45,802,595
)
Net
unrealized depreciation
$
(5,221,681
)
$
(2,837,756
)
$
(19,851,683
)
Fund
Capital
Losses
Blackstone Senior Floating
Rate Term Fund
$
1,855,379
Blackstone Long-Short Credit Income
Fund
$
2,607,732
Blackstone Strategic Credit Fund
$
19,945,612
74
www.blackstone-credit.com
Blackstone Credit Funds
Notes
to Financial Statements
Annual Report | December 31, 2020
75
Report
of Independent Registered
Blackstone Credit Funds
Public Accounting
Firm
February 25, 2021
76
www.blackstone-credit.com
Blackstone Credit Funds
Summary
of Dividend Reinvestment Plan
Annual Report | December 31, 2020
77
Blackstone Credit Funds
Additional
Information
Fund
Percentage
Blackstone Senior Floating Rate Term Fund
90.78%
Blackstone Long-Short Credit Income Fund
89.68%
Blackstone Strategic Credit Fund
89.87%
78
www.blackstone-credit.com
Blackstone
Credit Funds
Summary of Updated Information Regarding the Funds
Annual Report | December 31, 2020
79
Blackstone Credit
Funds
Summary
of Updated Information Regarding the Funds
80
www.blackstone-credit.com
Blackstone Credit Funds
Summary of Updated Information Regarding the Funds
Annual Report | December 31, 2020
81
Blackstone Credit Funds
Summary of Updated Information Regarding the Funds
●
may
invest up to 30% of its Managed Assets in derivatives;
●
may
invest up to 20% of its Managed Assets in fixed income instruments of stressed or distressed
issuers;
●
may
invest up to 20% of its Managed Assets in fixed income instruments issued by foreign
corporate or government issuers;
●
may
invest up to 20% of its Managed Assets in instruments that, at the time of investment,
are illiquid;
●
may
invest up to 10% of its Managed Assets in credit-linked notes; and
●
may
invest up to 10% of its Managed Assets in other investment companies in the manner permitted
by the 1940 Act.
82
www.blackstone-credit.com
Blackstone
Credit Funds
Summary
of Updated Information Regarding the Funds
Annual Report
| December 31, 2020
83
Blackstone
Credit Funds
Summary
of Updated Information Regarding the Funds
84
www.blackstone-credit.com
Blackstone
Credit Funds
Summary
of Updated Information Regarding the Funds
Annual Report
| December 31, 2020
85
Blackstone
Credit Funds
Summary
of Updated Information Regarding the Funds
●
Adversely
impact the pricing, liquidity, value of, return on and trading for a broad array of financial
products, including any LIBOR-linked securities, loans and derivatives that may be included
in the Fund’s assets and liabilities;
●
Require
extensive changes to documentation that governs or references LIBOR or LIBOR-based products,
including, for example, pursuant to time-consuming renegotiations of documentation to
modify the terms of investments;
●
Result
in inquiries or other actions from regulators in respect of the Fund’s preparation
and readiness for the replacement of LIBOR with one or more alternative reference rates;
●
Result
in disputes, litigation or other actions with portfolio companies/the Fund's underlying
obligors (as applicable), or other counterparties, regarding the interpretation and enforceability
of provisions in the Fund’s LIBOR-based investments, such as fallback language
or other related provisions, including, in the case of fallbacks to the alternative reference
rates, any economic, legal, operational or other impact resulting from the fundamental
differences between LIBOR and the various alternative reference rates;
●
Require
the transition and/or development of appropriate systems and analytics to effectively
transition the Fund’s risk management processes from LIBOR-based products to those
based on one or more alternative reference rates, which may prove challenging given the
limited history of the proposed alternative reference rates; and
●
Cause
us to incur additional costs in relation to any of the above factors.
86
www.blackstone-credit.com
Blackstone
Credit Funds
Summary
of Updated Information Regarding the Funds
●
The
Fund’s NAV per share had initially decreased as a result of the outbreak, and although
the Fund’s NAV per share has recently increased, the Fund expects the impact of
the outbreak to continue, in some instances materially, which could result in future
decreases in the Fund’s NAV. The decrease in NAV per share was the result of a
deterioration in prices across the Fund’s portfolio investments and across the
global credit markets, including the Fund’s quoted syndicated loan investments
and high yield bond investments. The price of these investments deteriorated as a result
of market conditions triggered by the COVID-19 pandemic, including increased credit risk
for the Fund’s obligors as their businesses were impacted by the outbreak and technical
selling pressure as other market participants began selling assets in an effort to realize
liquidity. It is possible that the value of the Fund’s investments, and therefore
the Fund’s NAV per share, could result in another decrease during the period of
the COVID-19 outbreak and potentially longer. The Fund believes its investments in obligors
in certain industries have been, and will continue to be, most affected by the COVID-19
outbreak. Additionally, the majority of the Fund’s investments have experienced,
and may continue to experience, a wide range of effects from the outbreak, ranging from
insignificant to significant.
●
The
issuers of the Fund’s underlying investments may not be able to make interest payments,
which would adversely impact the Fund’s performance. Many of these businesses are
adversely affected by COVID-19 and are experiencing lost revenue as quarantines and other
social disruption have slowed or stopped purchases of their products or services or have
forced them to limit or suspend operations. Furthermore, although most of the Fund’s
investments are first lien loans and secured by first lien security interests in the
applicable issuer’s assets, if an issuer defaults on its loan there is no guarantee
we will be able to recover the principal amount of the loan.
●
Disruption
in the financial markets caused by the COVID-19 outbreak could restrict the Fund’s
access to financing and such financing may not be on as favorable terms as the Fund could
have obtained prior to the outbreak of the pandemic. Furthermore, because of declining
values of certain of the Fund’s assets, the Fund has sold, and may continue to
sell, assets in order to remain in compliance with the Fund’s leverage tests. This
factor may limit the Fund’s ability to make new investments and adversely impact
the Fund’s performance.
●
significant
mark-downs in the fair value of the Fund’s investments and decreases in NAV per
share;
●
weakening
financial conditions, or the bankruptcy or insolvency of, obligors of the Fund, which
may result in the inability of such obligors to meet debt obligations, delays in collecting
accounts receivable, defaults, or forgiveness or deferral of interest payments from such
obligors;
●
significant
volatility in the markets for syndicated loans, which could cause rapid and large fluctuations
in the values of such investments and adverse effects on the liquidity of any such investments,
and may also require the Fund to repay certain of its financing arrangements or result
in the Fund having insufficient liquid assets to cover its obligations and be required
to treat such obligations as senior securities under the 1940 Act;
●
the
Fund’s investments may require a workout, restructuring, recapitalization or reorganizations
that involve additional investment from the Fund and/or that result in greater risks
and losses to the Fund;
●
deteriorations
in credit and financing market conditions, which may adversely impact the Fund’s
ability to access financing for its investments on favorable terms or at all;
Annual Report
| December 31, 2020
87
Blackstone
Credit Funds
Summary
of Updated Information Regarding the Funds
●
operational
impacts on the Adviser, Distributor, administrator, custodian, transfer agent, and the
Fund’s other third-party service providers, vendors and counterparties, including
independent valuation firms, the Fund’s financial intermediaries, its lenders and
other providers of financing, brokers and other counterparties that we purchase and sell
assets to and from, derivative counterparties, and legal and diligence professionals
that we rely on for acquiring the Fund’s investments;
●
limitations
on the Fund’s ability to ensure business continuity in the event the Adviser’s,
or the Fund’s counsel or other third-party service providers’ respective
continuity of operations plan is not effective or improperly implemented or deployed
during a disruption;
●
the
availability of key personnel of the Adviser, administrator, custodian, transfer agent,
and the Fund’s other service providers as they face changed circumstances and potential
illness during the epidemic/pandemic;
●
difficulty
in valuing the Fund’s assets in light of significant changes in the financial markets,
including difficulty in making market comparisons, and circumstances affecting the Adviser’s,
Administrator’s and the Fund’s service providers’ personnel during
the pandemic;
●
significant
changes to the valuations of pending investments; and
●
limitations
on the Fund’s ability to make distributions or dividends, as applicable, to the
Fund’s common shareholders or preferred shareholders, as applicable, and/or to
comply with the requirements to maintain the Fund’s status as a RIC due to material
adverse impacts on the Fund’s cash flows from operations or liquidity.
88
www.blackstone-credit.com
Blackstone
Credit Funds
Summary
of Updated Information Regarding the Funds
Annual Report
| December 31, 2020
89
Blackstone
Credit Funds
Summary
of Updated Information Regarding the Funds
90
www.blackstone-credit.com
Blackstone
Credit Funds
Summary
of Updated Information Regarding the Funds
Annual Report
| December 31, 2020
91
Blackstone
Credit Funds
Summary
of Updated Information Regarding the Funds
92
www.blackstone-credit.com
Blackstone
Credit Funds
Summary
of Updated Information Regarding the Funds
●
Correlation
Risk. Imperfect correlation between the value of derivative instruments and the underlying
assets of the Fund creates the possibility that the loss on such instruments may be greater
than the gain in the value of the underlying assets in the Fund’s portfolio.
●
Duration
Mismatch Risk. The duration of a derivative instrument may be significantly different
than the duration of the related liability or asset.
●
Valuation
Risk. The prices of derivative instruments, including swaps, futures, forwards and options,
could be highly volatile and such instruments may subject us to significant losses. The
value of such derivatives also depends upon the price of the underlying asset, reference
rate or index, which may also be subject to volatility. In addition, actual or implied
daily limits on price fluctuations and speculative position limits on the exchanges or
over-the-counter markets in which we may conduct our transactions in derivative instruments
may prevent prompt liquidation of positions, subjecting us to the potential of greater
losses. In addition, significant disparities may exist between “bid” and
“asked” prices for derivative instruments that are traded over-the-counter
and not on an exchange.
Annual Report
| December 31, 2020
93
Blackstone
Credit Funds
Summary
of Updated Information Regarding the Funds
●
Liquidity
Risk. Derivative instruments, especially when purchased in large amounts, may not be
liquid in all circumstances, so that in volatile markets we may not be able to close
out a position without incurring a loss.
●
Counterparty
Risk. Derivative instruments also involve exposure to counterparty risk, since contract
performance depends in part on the financial condition of the counterparty.
94
www.blackstone-credit.com
Blackstone
Credit Funds
Summary
of Updated Information Regarding the Funds
Annual Report
| December 31, 2020
95
Blackstone
Credit Funds
Summary
of Updated Information Regarding the Funds
96
www.blackstone-credit.com
Blackstone
Credit Funds
Summary
of Updated Information Regarding the Funds
Annual Report
| December 31, 2020
97
Blackstone
Credit Funds
Summary
of Updated Information Regarding the Funds
●
the
likelihood of greater volatility of net asset value, market price and dividend rate of
the common shares than a comparable portfolio without leverage;
●
the
risk that fluctuations in interest rates on borrowings and short-term debt or in dividend
payments on, principal proceeds distributed to, or redemption of any preferred shares
and/or notes that the Fund has issued will reduce the return to the common shareholders;
●
the
effect of leverage in a declining market, which is likely to cause a greater decline
in the net asset value of the common shares than if the Fund were not leveraged, which
may result in a greater decline in the market price of the common shares;
●
when
the Fund uses financial leverage, the investment advisory and administrative fees payable
to the Adviser and ALPS will be higher than if the Fund did not use leverage, and may
provide a financial incentive to the Adviser to increase the Fund’s use of leverage
and create an inherent conflict of interest; and
●
leverage
may increase expenses, which may reduce total return.
98
www.blackstone-credit.com
Blackstone
Credit Funds
Annual Report
| December 31, 2020
99
Blackstone
Credit Funds
Summary
of Updated Information Regarding the Funds
100
www.blackstone-credit.com
Blackstone
Credit Funds
Summary
of Updated Information Regarding the Funds
Annual Report
| December 31, 2020
101
Blackstone
Credit Funds
Summary
of Updated Information Regarding the Funds
●
the
likelihood of greater volatility of NAV and market price of the common shares than a
comparable portfolio without leverage;
●
the
risk that fluctuations in interest rates on Borrowings and short-term debt or in the
dividend rates on the MPRS that the Fund may pay will reduce the return to the common
shareholders or will result in fluctuations in the dividends paid on the common shares;
●
the
effect of leverage in a declining market, which is likely to cause a greater decline
in the NAV of the common shares than if the Fund were not leveraged, which may result
in a greater decline in the market price of the common shares; and
●
when
the Fund uses certain types of leverage, the investment advisory fee payable to the Adviser
will be higher than if the Fund did not use leverage.
102
www.blackstone-credit.com
Blackstone
Credit Funds
Summary
of Updated Information Regarding the Funds
Annual Report
| December 31, 2020
103
Blackstone
Credit Funds
Summary
of Updated Information Regarding the Funds
104
www.blackstone-credit.com
Blackstone
Credit Funds
Summary
of Updated Information Regarding the Funds
Annual Report
| December 31, 2020
105
Blackstone
Credit Funds
Summary
of Updated Information Regarding the Funds
December
31, 2020 (Unaudited)
●
the
likelihood of greater volatility of NAV, market price and distribution rate of the common
shares;
●
the
risk that fluctuations in interest rates on borrowings and short-term debt or in the
dividend rates on any preferred shares that the Fund may pay will reduce the return to
the common shareholders or will result in fluctuations in the dividends paid on the common
shares;
●
the
effect of leverage in a declining market, which is likely to cause a greater decline
in the NAV of the common shares than if the Fund were not leveraged, which may result
in a greater decline in the market price of the common shares;
●
when
the Fund uses leverage, the investment advisory and administrative fees payable to the
Adviser and ALPS will be higher than if the Fund did not use leverage, and may provide
a financial incentive to the Adviser to increase the Fund’s use of leverage and
create an inherent conflict of interest; and
●
leverage
may increase expenses, which may reduce total return.
106
www.blackstone-credit.com
Blackstone
Credit Funds
Summary
of Fund Expenses
December 31, 2020
(Unaudited)
Senior
Floating Rate Term Fund
Long-Short
Credit Income Fund
Strategic
Credit Fund
ANNUAL EXPENSES
Advisory Fees (1)
1.33%
1.20%
1.58%
Dividends on Preferred Shares (2)
0.00%
0.40%
0.27%
Other expenses (3)
0.57%
0.53%
0.41%
Interest
on Borrowed Funds (4)
0.85%
0.95%
0.89%
TOTAL ANNUAL EXPENSES
2.75%
3.08%
3.15%
(1)
The Adviser receives
a monthly management fee at the annual rate of 0.90% and 1.00% of the average daily managed assets of BSL and BGB, respectively.
The Adviser receives 1.20% of the average daily value of BGX's net assets.
(2)
Assumes the annual
dividend rate for the MRPS is 3.61% as of December 31, 2020 for BGX and BGB and is not increased as a result of any downgrade
in the ratings of the MRPS. If the ratings of the MRPS are downgraded, the Fund’s dividend expense may increase.
(3)
“Other
Expenses” are estimated amounts for the current fiscal year based on the Fund’s fees and expenses for the year
ended December 31, 2020. “Other Expenses” include professional fees and other expenses, including, without limitation,
SEC filing fees, printing fees, administration fees, transfer agency fees, custody fees, trustee fees and insurance costs.
(4)
Interest Payments
on Borrowed Funds is based on estimated amounts for the current fiscal year. The actual amount of interest expense borne by
the Fund will vary over time in accordance with the level of the Fund’s borrowings and market interest rates. Interest
Payments on Borrowed Funds are required to be treated as an expense of the Fund for accounting purposes.
1
Year
3
Years
5
Years
10
Years
Blackstone Senior Floating Rate Term Fund
$28
$85
$145
$308
Blackstone Long-Short Credit Income Fund
$31
$95
$161
$339
Blackstone Strategic Credit Fund
$32
$97
$165
$345
Annual
Report | December 31, 2020
107
Blackstone
Credit Funds
Senior
Securities
December 31, 2020
(Unaudited)
Year
Name
of Loan
Total
Amount Outstanding (in thousands)
Asset
Coverage Per $1,000 of Indebtedness
Involuntary
Liquidating Preference Per Unit(1)
Average
Market Value Per Unit(2)
2011
Preferred Shares
$
48,000
$
2,980
$
1,000
–
2011
Senior Securities
$
96,000
$
3,972
–
–
2012
Preferred Shares
$
48,000
$
3,036
$
1,000
–
2012
Senior Securities
$
96,000
$
4,057
–
–
2013
Preferred Shares
$
48,000
$
3,035
$
1,000
–
2013
Senior Securities
$
96,000
$
4,556
–
–
2014
Revolving Credit Facility
$
133,000
$
3,069
–
–
2015
Revolving Credit Facility
$
119,500
$
3,032
–
–
2016
Revolving Credit Facility
$
131,000
$
3,047
–
–
2017
Revolving Credit Facility
$
132,000
$
3,030
–
–
2018
Revolving Credit Facility
$
124,000
$
3,029
–
–
2019
Revolving Credit Facility
$
123,500
$
3,031
–
–
2020
Revolving Credit Facility
$
100,000
$
3,153
–
–
(1)
The amount to which a holder of each class
of senior security would be entitled upon the involuntary liquidation of the Fund in preference to the holder of any class
of security with a junior ranking.
(2)
Not applicable, as senior securities are
not registered for public trading.
Year
Name
of Loan
Total
Amount Outstanding (in thousands)
Asset
Coverage Per $1,000 of Indebtedness
Involuntary
Liquidating Preference Per Unit(1)
Average
Market Value Per Unit(2)
2011(3)
Revolving Credit Facility
–
–
–
–
2012(3)
Revolving Credit Facility
–
–
–
–
2013(3)
Revolving Credit Facility
–
–
–
–
2014
Revolving Credit Facility
$
73,000
$
4,100
–
–
2015
Revolving Credit Facility
$
96,000
$
3,033
–
–
2016
Revolving Credit Facility
$
93,000
$
3,314
–
–
MRPS (Series A)
$
20,000
$
2,905
$
1,000
–
2017
Revolving Credit Facility
$
112,000
$
3,117
–
–
MRPS (Series A)
$
20,000
$
2,644
$
1,000
–
2018
Revolving Credit Facility
$
107,500
$
3,032
–
–
MRPS (Series A)
$
20,000
$
2,556
$
1,000
–
2019
Revolving Credit Facility
$
108,000
$
3,037
–
–
MRPS (Series A)
$
20,000
$
2,562
$
1,000
–
2020
Revolving Credit Facility
$
95,900
$
3,189
–
–
MRPS (Series A)
$
20,000
$
2,638
$
1,000
–
(1)
The
amount to which a holder of each class of senior security would be entitled upon the
involuntary liquidation of the Fund in preference to the holder of any class of security
with a junior ranking.
(2)
Not
applicable, as senior securities are not registered for public trading.
(3)
At
December 31, 2011, 2012 and 2013, the Fund did not have a revolving credit agreement
or MRPS, but it had securities lending arrangements with cash collateral received valued
as $32,754,074, $52,405,671 and $38,219,410, respectively
108
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Blackstone
Credit Funds
Senior
Securities
December 31, 2020
(Unaudited)
Year
Name
of Loan
Total
Amount Outstanding (in thousands)
Asset
Coverage Per $1,000 of Indebtedness
Involuntary
Liquidating Preference Per Unit(1)
Average
Market Value Per Unit(2)
2012
Revolving Credit Facility
$
125,000
$
7,851
–
–
2013
Revolving Credit Facility
$
390,000
$
3,190
–
–
2014
Revolving Credit Facility
$
389,500
$
3,062
–
–
2015
Revolving Credit Facility
$
331,000
$
3,051
–
–
2016
Revolving Credit Facility
$
377,000
$
2,989
–
–
MRPS (Series A)
$
45,000
$
2,777
$
1,000
–
2017
Revolving Credit Facility
$
375,000
$
3,132
–
–
MRPS (Series A)
$
45,000
$
2,796
$
1,000
–
2018
Revolving Credit Facility
$
361,500
$
3,015
–
–
MRPS (Series A)
$
45,000
$
2,682
$
1,000
–
2019
Revolving Credit Facility
$
356,500
$
3,037
–
–
MRPS (Series A)
$
45,000
$
2,697
$
1,000
–
2020
Revolving Credit Facility
$
309,100
$
3,196
–
–
MRPS (Series A)
$
45,000
$
2,790
$
1,000
–
(1)
The
amount to which a holder of each class of senior security would be entitled upon the
involuntary liquidation of the Fund in preference to the holder of any class of security
with a junior ranking.
(2)
Not
applicable, as senior securities are not registered for public trading.
Annual
Report | December 31, 2020
109
Blackstone
Credit Funds
Market
and Net Asset Value Information
December 31, 2020
(Unaudited)
Fund
Ticker
Trading
Commencement
Blackstone Senior Floating Rate Term Fund
BSL
May 26, 2010
Blackstone Long-Short Credit Income Fund
BGX
January 27, 2011
Blackstone Strategic Credit Fund
BGB
September 26, 2012
Quarterly
Closing Sale Price
Quarter-End
Closing
High
Low
Sale
Price
Net
Asset Value Per Share of Common Shares(1)
Premium/
(Discount) of Quarter-End Sale Price to NAV(2)
Fiscal Year 2019
March 29, 2019
16.94
15.33
16.42
16.82
(2.4)%
June 28, 2019
17.01
16.47
16.88
16.73
0.9%
September 30, 2019
17.58
16.27
16.92
16.53
2.4%
December 31, 2019
16.81
15.72
16.15
16.42
(1.6)%
Fiscal Year 2020
March 31, 2020
16.36
9.43
11.74
12.61
(6.9)%
June 30, 2020
13.29
10.64
12.86
14.47
(11.1)%
September 30, 2020
13.96
12.65
13.76
15.25
(9.8)%
December 31, 2020
14.43
13.15
14.22
15.87
(10.4)%
Quarterly
Closing Sale Price
Quarter-End
Closing
High
Low
Sale
Price
Net
Asset Value Per Share of Common Shares(1)
Premium/
(Discount) of Quarter-End Sale Price to NAV(2)
Fiscal Year 2019
March 29, 2019
15.67
13.99
15.27
16.08
(5.0)%
June 28, 2019
15.79
14.94
15.69
15.98
(1.8)%
September 30, 2019
16.40
15.63
15.78
15.79
(0.1)%
December 31, 2019
15.84
14.94
15.64
15.74
(0.6)%
Fiscal Year 2020
March 31, 2020
16.44
8.61
10.54
11.67
(9.7)%
June 30, 2020
12.25
9.87
12.05
13.61
(11.5)%
September 30, 2020
12.97
11.95
12.86
14.35
(10.4)%
December 31, 2020
13.79
12.41
13.42
14.94
(10.2)%
110
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Credit Funds
Market
and Net Asset Value Information
December 31, 2020
(Unaudited)
Quarterly
Closing Sale Price
Quarter-End
Closing
High
Low
Sale
Price
Net
Asset Value Per Share of Common Shares(1)
Premium/
(Discount) of Quarter-End Sale Price to NAV(2)
Fiscal Year 2019
March 29, 2019
14.79
13.47
14.25
15.69
(9.2)%
June 28, 2019
14.67
14.22
14.67
15.59
(5.9)%
September 30, 2019
15.09
14.26
14.60
15.34
(4.8)%
December 31, 2019
14.59
13.68
14.38
15.26
(5.8)%
Fiscal Year 2020
March 31, 2020
14.92
8.22
10.41
11.45
(9.1)%
June 30, 2020
11.71
9.74
11.42
13.02
(12.3)%
September 30, 2020
12.22
11.16
12.22
13.69
(10.7)%
December 31, 2020
12.75
11.68
12.48
14.19
(12.1)%
(1)
NAV per share
is determined as of close of business on the last day of the relevant quarter and therefore may not reflect the NAV per share
on the date of the high and low closing sales prices, which may or may not fall on the last day of the quarter.
(2)
Calculated as
of the quarter-end by dividing quarter-end closing sales price by the quarter-end NAV, minus 1.
Annual
Report | December 31, 2020
111
Blackstone
Credit Funds
Privacy
Procedures
December
31, 2020 (Unaudited)
Rev
August 2020
FACTS
WHAT DOES
BLACKSTONE DO WITH YOUR PERSONAL INFORMATION?
Why?
Financial
companies choose how they share your personal information. Federal law gives consumers the right to limit some but not all
sharing. Federal law also requires us to tell you how we collect, share, and protect your personal information. Please read
this notice carefully to understand what we do.
What?
This
information can include:
• Social
Security number and income
• Assets
and investment experience
• Risk
tolerance and transaction history
How?
All financial companies need to
share customers' personal information to run their everyday business. In the section below, we list the reasons financial
companies can share their customers' personal information; the reasons Blackstone Registered Funds (as defined below) choose
to share; and whether you can limit this sharing. (as defined below) choose to share; and whether you can limit this
sharing.
Reasons
we can share your personal information
Does
Blackstone share?
Can
you limit this sharing?
For
our everyday business purposes – such as to process your transactions, maintain your account(s), respond to court
orders and legal investigations, or report to credit bureaus
Yes
No
For
our marketing purposes – to offer our products and services to you
Yes
No
For
joint marketing with other financial companies
Yes
No
For
our affiliates’ everyday business purposes – information about your transactions and experiences
Yes
No
For
our affiliates’ everyday business purposes – information about your creditworthiness
Yes
Yes
For
our affiliates to market to you
Yes
Yes
For
nonaffiliates to market to you
No
We
don't share
To limit our
sharing
• Email
a copy of the Mail-in Form below identifying any/all you want to limit at PrivacyQueries@Blackstone.com, and/or mail to the
address indicated below.
Please note:
If you are a new customer, we can begin
sharing your information 30 days from the date we sent this notice. When you are no longer our customer, we continue
to share your information as described in this notice.
However, you can contact us at any time to limit
our sharing.
Questions?
Email
us at PrivacyQueries@Blackstone.com or go to www.blackstone.com/privacy.
112
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Privacy
Procedures
December
31, 2020 (Unaudited)
Mail-in
Form
Mark
any/all you want to limit:
[ ] Do
not share information about my creditworthiness with your affiliates for their everyday business purposes.
[ ] Do
not allow your affiliates to use my personal information to market to me.
Name
Address
Address
City, State, Zip
Mail to:
Attention:
Data Policy and Strategy Officer, Legal & Compliance
The Blackstone Group
345 Park Avenue
New York
NY 10154
Who
We Are
Who is providing this notice?
Blackstone Registered Funds include Blackstone
Real Estate Income Fund, Blackstone Real Estate Income Fund II, Blackstone Real Estate Income Master Fund, Blackstone Real
Estate Income Trust, Inc., Blackstone Alternative Investment Funds, on behalf of its series Blackstone Alternative Multi-Strategy
Fund, Blackstone Diversified Multi-Strategy Fund, a sub-fund of Blackstone Alternative Investment Funds plc, Blackstone Private
Credit Fund and the Blackstone Credit Funds, consisting of Blackstone Senior Floating Rate Term Fund, Blackstone Long-Short
Credit Income Fund, Blackstone Strategic Credit Fund, Blackstone / GSO Floating Rate Enhanced Income Fund and Blackstone Secured
Lending Fund
What
We Do
How does Blackstone protect my personal information?
To protect your personal information from unauthorized
access and use, we use security measures that comply with federal law. These measures include computer safeguards and secured
files and buildings.
How does Blackstone collect my
We collect your personal information, for example,
when you
personal information?
• open
an account or give us your income information
• provide
employment information or give us your contact information
• tell
us about your investment or retirement portfolio
We also collect your personal information from
others, such as credit bureaus, affiliates, or other companies.
Why can’t I limit all sharing?
Federal law gives you the right to limit only
• sharing
for affiliates’ everyday business purposes — information about your creditworthiness
• affiliates
from using your information to market to you
• sharing
for nonaffiliates to market to you
State laws and individual companies may give
you additional rights to limit sharing.
What happens when I limit sharing for an account I hold jointly
with someone else?
Your choices will apply to everyone on your
account — unless you tell us otherwise.
Annual
Report | December 31, 2020
113
Blackstone Credit Funds
Privacy
Procedures
December
31, 2020 (Unaudited)
Definitions
Affiliates
Companies related by common ownership or control.
They can be financial and nonfinancial companies.
• Our
affiliates include companies with a Blackstone name, financial companies such as Blackstone Alternative
Credit Advisors LP, Strategic Partners Fund Solutions, and our affiliates listed in Appendix A to our Online
Privacy Notice at www.blackstone.com/privacy.
Nonaffiliates
Companies not related by common ownership or
control. They can be financial and nonfinancial companies.
• Blackstone
does not share with nonaffiliates so they can market to you.
Joint marketing
Other
Important Information
•
You
may need to provide Personal Data to us as part of your investment into a fund or other
investment vehicle (as applicable, the Fund) managed or advised by investment
advisers that are subsidiaries of The Blackstone Group Inc. or its affiliates (and, where
applicable, the general partner of the relevant Fund) (collectively, Blackstone).
•
We
want you to understand how and why we use, store and otherwise process your Personal
Data when you deal with us or our relevant affiliates (including under applicable data
protection laws). If this notice (the Data Privacy Notice) has been made
available to you, you may have certain rights with respect to your Personal Data under
applicable data protection laws (including as described in this Data Privacy Notice).
•
"Personal
Data" has the meaning given to it under data protection laws that apply to our
processing of your personal information, and includes any information that relates to,
describes, identifies or can be used, directly or indirectly, to identify an individual
(such as name, address, date of birth, personal identification numbers, sensitive personal
information, and economic information).
•
We
ask that investors promptly provide the information contained in this Data Privacy Notice
to any individuals whose Personal Data they provide to the Fund or its affiliates in
connection with 'know your client'/anti-money laundering requests or otherwise.
•
For
transparency, the Blackstone entities on whose behalf this privacy statement is made
are: (i) the Fund; and (ii) where applicable, the Blackstone general partner and/or investment
adviser of the relevant Fund, in each case, with which you contract, transact or otherwise
share Personal Data with (together, the Fund Parties).
•
Where
we use the terms "we", "us" and "our"
in this Data Privacy Notice, we are referring to the Fund and the Fund Parties.
•
Please
consult your subscription documents, private placement memorandum or other offering documentation
provided to you by or on behalf of the Fund Parties which will further specify the entities
and contact details of the Fund Parties relevant to our relationship with you.
•
We
welcome investors and their representatives to contact us if they have any queries with
respect to the Fund Parties (in particular, which Fund Parties are relevant to their
relationship with Blackstone). If you have any queries, our contact details are below.
114
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Privacy
Procedures
December
31, 2020 (Unaudited)
•
Identifiers
(e.g., real name, alias, postal address, email address, social security or driver's license
number, government ID, signature, telephone number, education, employment, employment
history, financial information, including tax-related information/codes and bank account
details, information used for monitoring and background checks to comply with laws and
regulations, including 'know your client', anti-money laundering, and sanctions checks,
online registration details, and other contact information);
•
Sensitive/protected
characteristic information (e.g., age/date of birth, nationality, citizenship, country
of residence, gender, and other information used to comply with laws and regulations);
•
Commercial
information (e.g., assets, income, transaction and investment history, accounts at other
institutions, financial positions/returns, information concerning source of funds and
any applicable restrictions on your investment such as political exposure or sanctions);
•
Internet
or other network activity (e.g., browsing or search history, information regarding interaction
with an internet website, application, or advertisement, online identifiers such as cookies);
•
Sensory
and surveillance data (e.g., recordings of telephone calls where permitted or required
by law, video (surveillance) recordings, closed-circuit television (CCTV) images and
recordings, and other records of your interactions with us or our service providers,
including electronic communications);
•
Professional
or employment-related information (e.g., current or past job history); and
•
Inferences
drawn from other personal information (e.g., profiles reflecting preferences and trends,
based on information such as assets, investment experience, risk tolerance, investment
activity, and transaction history).
WHAT
HOW
1
Personal Data
that you give us
• from
the forms and any associated documentation that you complete when subscribing for an investment, shares, interests, and/or
opening an account with us. This can include information about your name, address, date of birth, passport details or other
national identifier, driving license, your national insurance or social security number and income, employment information,
and details about your investment or retirement portfolio(s), and financial-related data (such as returns and financial positions)
• when
you provide it to us in correspondence and conversations, including electronic communications such as email and telephone
calls
• when
you make transactions with respect to the Fund
• when
you interact with our online platforms and websites (such as bxaccess.com)
• when
you purchase securities from us and/or tell us where to send money
• from cookies, web beacons, and similar interactions when
you or your devices access our sites
• when
we need to identify you and/or complete necessary security checks, where you visit one of our buildings or attend meetings.
This can include form of ID, and your image for CCTV purposes.
Annual
Report | December 31, 2020
115
Blackstone Credit Funds
Privacy Procedures
December
31, 2020 (Unaudited)
2
Personal Data
we obtain from others
• publicly
available and accessible directories and sources
• bankruptcy
registers
• tax
authorities, including those that are based outside the territory in which you are located or domiciled, including the Cayman
Islands, the United Kingdom (UK) and the European Economic Area (EEA), if you are subject to tax in another
jurisdiction
• governmental
and competent regulatory authorities to whom we have regulatory obligations
• credit
agencies
• fraud
prevention and detection agencies and organisations
• transaction
counterparties
WHY
HOW
1
Contract
It
is necessary to perform our contract with you to:
•
administer, manage and set up your investor account(s) to allow you to purchase your holding (of shares or interests) in our
funds
• meet
the resulting contractual obligations we have to you
•
facilitate the continuation or termination of the contractual relationship between you and the Fund
• facilitate
the transfer of funds, and administering and facilitating any other transaction, between you and the Fund
2
Compliance
with law
It
is necessary for compliance with an applicable legal or regulatory obligation to which we are subject, in order
to:
• undertake
our client and investor due diligence, and on-boarding checks
• carry
out verification, 'know your client', terrorist financing, sanctions, and anti-money laundering checks
• verify
the identity and addresses of our investors (and, if applicable, their beneficial owners)
• comply
with requests from regulatory, governmental, tax and law enforcement authorities
• for
surveillance and investigation purposes
• carry
out audit checks
• maintain
statutory registers
• prevent
and detect fraud
• comply
with sanctions requirements
116
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Blackstone Credit Funds
Privacy
Procedures
December
31, 2020 (Unaudited)
3
Legitimate
interests
For
our legitimate interests or those of a third party (such as a transaction counterparty or lender) to:
•
manage and administer your holding in any Funds in which you are invested, and any related accounts on an ongoing
basis
• assess
and process any applications or requests made by you
• open,
maintain or close accounts in connection with your investment in, or withdrawal from, the Fund scheme
• send
updates, information and notices or otherwise correspond with you in connection with your investment in the Fund scheme
•
address or investigate any complaints, claims, proceedings or disputes
•
provide you with, and inform you about, our investment products and services
•
monitor and improve our relationships with investors
•
comply with applicable regulatory obligations, including anti-money laundering, sanctions and 'know your client'
checks
• assist
our transaction counterparties to comply with their regulatory and legal obligations (including anti-money laundering, 'know
your client' and sanctions checks)
•
manage our risk and operations
•
comply with our accounting and tax reporting requirements
•
comply with our audit requirements
• assist
with internal compliance with our policies and processes
•
ensure appropriate group management and governance
•
keep our internal records
•
prepare reports on incidents/accidents
•
protect our business against fraud, breach of confidence, theft of proprietary materials, and other financial or business
crimes (to the extent that this is not required of us by law)
•
analyse and manage commercial risks
•
seek professional advice, including legal advice
•
enable any actual or proposed assignee or transferee, participant or sub-participant of the partnership's or Fund vehicles'
rights or obligations to evaluate proposed transactions
•
facilitate business asset transactions involving the Fund partnership or Fund-related vehicles
•
monitor communications to/from us using our systems
•
protect the security and integrity of our information technology systems
•
protect the security and safety of our buildings and locations where we operate
•
operate, run and schedule online meetings, webinars and conferences (for example, using Zoom and other online meeting
platforms)
•
manage our financing arrangements with our financiers and financing transaction counterparties, including payment providers,
intermediaries, correspondent and agent banks
We only
rely on these interests where we have considered that, on balance, the legitimate interests are not overridden by your interests,
fundamental rights or freedoms.
Annual
Report | December 31, 2020
117
Blackstone Credit Funds
Privacy
Procedures
December
31, 2020 (Unaudited)
• other organisations and agencies – where we are required to do so by law.
118
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Blackstone Credit Funds
Privacy
Procedures
December
31, 2020 (Unaudited)
Annual
Report | December 31, 2020
119
Blackstone Credit Funds
Privacy
Procedures
December
31, 2020 (Unaudited)
•
access
your Personal Data, and some related information, including the purpose for processing
the Personal Data, the categories of recipients of that Personal Data to the extent that
it has been transferred internationally, and, where the Personal Data has not been collected
directly from you, the source (the category information)
•
restrict
the use of your Personal Data in certain circumstances
•
have
incomplete or inaccurate Personal Data corrected
•
ask
us to stop processing your Personal Data
•
require
us to delete your Personal Data in some limited circumstances
Country
Supervisory
Authority
Cayman Islands
Cayman
Islands Ombudsman (available at: https://ombudsman.ky)
European Union
United
Kingdom
Information
Commissioner's Office (available at: https://ico.org.uk/global/contact-us/)
120
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Blackstone
Credit Funds
Privacy
Procedures
December
31, 2020 (Unaudited)
Address
For
EU/UK related queries:
40 Berkeley Square, London, W1J 5AL, United Kingdom
All other queries:
345 Park Avenue, New York, NY 10154
Annual
Report | December 31, 2020
121
Blackstone
Credit Funds
Trustees
& Officers
December 31, 2020
(Unaudited)
NON-INTERESTED
TRUSTEES
Name,
Address and
Year of Birth(1)
Position(s)
Held
with the Funds
Term
of Office and Length of Time Served
Principal
Occupation(s)
During the Past Five Years
Number
of Portfolios in Fund Complex(2) Overseen by Trustee
Other
Directorships
Held by the Trustee During the Past Five Years
BGX: November 2010
BGB: May 2012
Term Expires:
BSL: 2023
BGX: 2023
BGB: 2023
7
BGX: November 2010
BGB: May 2012
BSL: 2022
BGX: 2022
BGB: 2022
7
BSL: April 2010
BGX: November 2010
BGB: May 2012
BSL: 2021
BGX: 2021
BGB: 2021
Mr. Jasper
is the Managing Partner of Manursing Partners LLC, a consulting firm.
7
BGX: May 2012
BGB: May 2012
BGX: 2021
BGB: 2021
4
122
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Blackstone
Credit Funds
Trustees
& Officers
December 31, 2020
(Unaudited)
INTERESTED
TRUSTEE(3)
Name,
Address and
Year of Birth(1)
Position(s)
Held
with the Funds
Term
of Office and Length of Time Served
Principal
Occupation(s) During the Past Five Years
Number
of Portfolios in Fund Complex(2) Overseen by Trustee
Other
Directorships Held by the Trustee During the Past Five Years
Daniel H. Smith, Jr. Birth Year: 1963
Trustee, Chairman of the Board, President, Chief
Executive Officer
BGX: November 2010
BGB: May 2012
BGB: 2022
6
None
OFFICERS
Name,
Address and
Year of Birth(1)
Position(s)
Held
with the Funds
Term
of Office and Length of Time Served
Principal
Occupation During the Past Five Years
Daniel
H. Smith, Jr.
Birth Year: 1963
Trustee,
Chairman of the Board,
President,
Chief Executive Officer
BSL:
April 2010
BGX: November 2010
BGB:
May 2012
Term of Office:
Indefinite
Mr.
Smith is a Senior Managing Director of Blackstone Credit and is Head of Blackstone Liquid Credit Strategies LLC. Mr. Smith
joined Blackstone Credit from the Royal Bank of Canada in July 2005 where he was a Managing Partner and Co-head of RBC Capital
Market's Alternative Investments Unit.
Robert
W. Busch
Birth Year: 1982
Chief
Financial Officer and Treasurer
BSL:
March 2019
BGX: March 2019
BGB:
March 2019
Term of Office:
Indefinite
Mr.
Busch is a Senior Vice President of Blackstone Credit. Before joining Blackstone Credit, Mr. Busch worked previously at Fifth
Street Asset Management from 2012 to 2018, where he was Senior Vice President of Finance and served as Controller of the firm’s
two publicly traded BDCs and publicly traded alternative asset manager. Prior to that, Mr. Busch worked at Deloitte &
Touche LLP, a global public accounting firm.
Robert
Zable
Birth Year: 1972
Executive
Vice President and Assistant Secretary
BSL:
September 2015
BGX: September 2015
BGB: September 2015
Term of Office:
Indefinite
Mr.
Zable is a Senior Managing Director of Blackstone Credit. Before joining Blackstone Credit, Mr. Zable was a Vice President
at FriedbergMilstein LLC, where he was responsible for credit opportunity investments and
junior capital origination and execution. Prior to that, Mr. Zable was a Principal with Abacus
Advisors Group, a
restructuring and distressed investment firm. Mr. Zable began his
career at JP Morgan Securities Inc., where he focused on leveraged finance in New York and London.
Annual
Report | December 31, 2020
123
Blackstone
Credit Funds
Trustees
& Officers
December
31, 2020 (Unaudited)
OFFICERS
(continued)
Name,
Address and
Year of Birth(1)
Position(s)
Held
with the Funds
Term
of Office and Length of Time Served
Principal
Occupation During the Past Five Years
Marisa
Beeney
Birth Year: 1970
Chief
Compliance Officer, Chief Legal Officer and Secretary
BSL:
April 2010
BGX: November 2010
BGB:
May 2012
Term of Office:
Indefinite
Ms.
Beeney is a Senior Managing Director and General Counsel of Blackstone Credit. Before joining Blackstone Credit, she was with
the finance group of DLA Piper. Ms. Beeney began her career at Latham & Watkins LLP working primarily on project finance
and development transactions, as well as other structured credit products.
Jane
Lee
Birth Year: 1972
Public
Relations Officer
BSL:
November 2010
BGX: November 2010
BGB:
May 2012
Term of Office:
Indefinite
Ms.
Lee is a Senior Managing Director of Blackstone Credit and Head of Blackstone Credit’s capital formation efforts. Ms.
Lee joined Blackstone Credit from Royal Bank of Canada in July 2005, where she was most recently a partner in the Debt Investments
Group and was responsible for origination of new CLO transactions and investor relations.
(1)
The address of each Trustee/Nominee and Officer,
unless otherwise noted, is Blackstone Alternative Credit Advisors LP, 345 Park Avenue, 31st Floor, New York, NY 10154.
(2)
The “Fund Complex” consists
of the Blackstone Credit Closed-End Funds, Blackstone Secured Lending Fund, Blackstone Private Credit Fund, the “Blackstone
Real Estate Funds” (Blackstone Real Estate Income Fund, Blackstone Real Estate Income Fund II and Blackstone Real
Estate Income Master Fund) and Blackstone Alternative Multi-Strategy Fund. BDCs are included in the list of funds in the “Fund
Complex.”
(3)
"Interested person" of the Funds
as defined in Section 2(a)(19) of the 1940 Act. Mr. Smith is an interested person due to his employment with the Adviser.
124
www.blackstone-credit.com
Item 2. Code of Ethics.
(a) | The registrant, as of the end of the period covered by the report, has adopted a code of ethics that applies to the registrant’s principal executive officer, principal financial officer, principal accounting officer or controller or any persons performing similar functions on behalf of the registrant. |
(b) | Not applicable. |
(c) | During the period covered by this report, no amendments were made to the provisions of the code of ethics adopted in Item 2(a) above. |
(d) | During the period covered by this report, no implicit or explicit waivers to the provision of the code of ethics adopted in Item 2(a) above were granted. |
(e) | Not applicable. |
(f) | The registrant’s Code of Ethics is attached as Exhibit 13.A.1 hereto. |
Item 3. Audit Committee Financial Expert.
The registrant’s Board of Trustees (the “Board”) has determined that the registrant has at least one audit committee financial expert serving on its audit committee. The Board has designated Thomas W. Jasper as the registrant’s “audit committee financial expert.” Mr. Jasper is “independent” as defined in paragraph (a)(2) of Item 3 to Form N-CSR.
Item 4. Principal Accountant Fees and Services.
(a) | Audit Fees: The aggregate fees billed for professional services rendered by the principal accountant for the audit of the registrant's annual financial statements or services that are normally provided by the accountant in connection with statutory and regulatory filings or engagements for the fiscal years ended December 31, 2020 and December 31, 2019 were $87,900 and $87,900, respectively. |
(b) | Audit-Related Fees: The aggregate fees billed for the fiscal years ended December 31, 2020 and December 31, 2019 for assurance and related services by the principal accountant that are reasonably related to the performance of the audit of the registrant's financial statements and are not reported under paragraph (a) of this Item were $0 and $0, respectively. |
(c) | Tax Fees: The aggregate fees billed for the fiscal years ended December 31, 2020 and December 31, 2019 for professional services rendered by the principal accountant for tax compliance, tax advice, and tax planning were $10,931 and $10,931, respectively. |
(d) | All Other Fees: The aggregate fees billed for the fiscal years ended December 31, 2020 and December 31, 2019 for products and services provided by the principal accountant, other than the services reported in paragraphs (a) through (c) of this Item were $0 and $0, respectively. |
(e)(1) | Audit Committee Pre-Approval Policies and Procedures: All services to be performed by the registrant's principal auditors must be pre-approved by the registrant's audit committee. |
(e)(2) | There were no non-audit services approved or required to be approved by the registrant’s audit committee pursuant to (c)(7)(i)(C) of Rule 2-01 of Regulation S-X. |
(f) | Not applicable. |
(g) | The aggregate non-audit fees billed by the registrant’s accountant for services rendered to the registrant, and rendered to the registrant’s investment adviser, and any entity controlling, controlled by, or under common control with the adviser that provides ongoing services to the registrant for the fiscal years ended December 31, 2020 and December 31, 2019 were $10,931 and $10,931, respectively. |
(h) | Not applicable. |
Item 5. Audit Committee of Listed Registrant.
The registrant has a separately designated standing audit committee established in accordance with Section 3(a)(58)(A) of the Exchange Act and is comprised of the following members:
Thomas W. Jasper, Chairman
Edward H. D'Alelio
Michael Holland
Gary S. Schpero
Item 6. Investments.
(a) | Schedule of Investments in securities of unaffiliated issuers as of the close of the reporting period is included as part of the Report to Stockholders filed under Item 1 of this Form N-CSR. |
(b) | Not applicable. |
Item 7. Disclosure of Proxy Voting Policies and Procedures for Closed-End Management Investment Companies.
Attached, as Exhibit 99.7, is a copy of the registrant’s policies and procedures.
Item 8. Portfolio Managers of Closed-End Management Investment Companies.
(a)(1) As of: March 5, 2021
The lead portfolio manager for the registrant (also referred to as the “Fund”) is Robert Zable, who is primarily responsible for the day-to-day management of the Fund and is a member of the U.S. Syndicated Credit Investment Committee (the “Investment Committee”) of Blackstone Liquid Credit Strategies, LLC (the “Adviser”). Gordon McKemie and Robert Post are also portfolio managers for the Fund and sit on the Investment Committee. The Investment Committee approves core investments made by the Fund, but is not primarily responsible for the Fund’s day-to-day management.
Portfolio Managers Name | Title | Length of Service | Business Experience During Past 5 Years |
Robert Zable | Portfolio Manager | Since September 2015 | Mr. Zable is a Senior Managing Director of Blackstone and Senior Portfolio Manager of the U.S. CLOs and closed-end funds in Blackstone Credit’s (defined below) Liquid Credit Strategies (“LCS”) unit. Mr. Zable serves as a member of Blackstone Credit’s LCS Management Committee and sits on LCS’s U.S. Syndicated Credit Investment Committee, Global Structured Credit Investment Committee, Asset Allocation Committee, and CLO Origination Committee. Before joining Blackstone Credit in 2007, Mr. Zable was a Vice President at FriedbergMilstein LLC, where he was responsible for credit opportunity investments and junior capital origination and execution. Prior to that, Mr. Zable was a Principal with Abacus Advisors Group, a boutique restructuring and distressed investment firm. Mr. Zable began his career at JP Morgan Securities Inc., where he focused on leveraged finance in New York and London. Mr. Zable received a B.S. from Cornell University and an M.B.A in Finance from The Wharton School at the University of Pennsylvania. |
Gordon McKemie | Portfolio Manager | Since April 2015 | Mr. McKemie is a Managing Director of Blackstone and a Portfolio Manager of the U.S. closed-end and ETFs in Blackstone Credit’s LCS unit. Mr. McKemie sits on LCS’s U.S. Syndicated Credit Investment Committee. Prior to joining Blackstone Credit in 2012, Mr. McKemie was an Associate in Leveraged Finance at Citigroup and an Assistant Vice President in high yield research at Barclays Capital. He began his career at Lehman Brothers. Mr. McKemie received a B.B.A. with a concentration in Finance from the Goizueta Business School at Emory University and is a CFA Charterholder. |
Robert Post | Portfolio Manager | Since August 2020 | Mr. Post is a Principal of Blackstone and a Portfolio Manager of the U.S. CLOs and closed-end funds in Blackstone Credit’s LCS unit. Mr. Post sits on LCS’s U.S. Syndicated Credit Investment Committee. Prior to joining Blackstone Credit in 2017, Mr. Post was a Junior Portfolio Manager at BlackRock, where his responsibilities included various leveraged loan and high yield mandates. Previously, Mr. Post was an Analyst at BMO Capital Markets, where he was involved with the ongoing monitoring and structuring of leveraged finance transactions. Mr. Post began his career at MetLife Investments as a credit analyst focused on corporate bonds. Mr. Post received a B.A. in Economics with a concentration in Financial Markets from Colby College. |
(a)(2) As of December 31, 2020, the Portfolio Managers listed above are also responsible for the day-to-day management of the following:
Advisory Fee Based on Performance | |||||
Type of Accounts | Number of Accounts |
Total Assets
($mm) |
Number of Accounts |
Total Assets
($mm) |
Material Conflicts
if Any |
Robert Zable | See below(1) | ||||
Registered Investment Companies | 4 | 2,053 | 0 | 0 | |
Other Pooled Accounts | 40 | $22,213 | 40 | $22,213 | |
Other Accounts | 1 | 251 | 0 | 0 | |
Gordon McKemie | See below(1) | ||||
Registered Investment Companies | 5 | 4,276 | 0 | 0 | |
Other Pooled Accounts | 0 | 0 | 0 | 0 | |
Other Accounts | 0 | 0 | 0 | 0 | |
Robert Post | See below(1) | ||||
Registered Investment Companies | 4 | 2,053 | 0 | 0 | |
Other Pooled Accounts | 40 | 22,213 | 40 | 22,213 | |
Other Accounts | 1 | 251 | 0 | 0 |
* | Including the registrant. |
(1) Potential Conflicts of Interest The purchase of common shares of beneficial interest (“Common Shares”) in the Fund involves a number of significant risks that should be considered before making any investment. The Fund and holders of Common Shares of the Fund (“common shareholders”) will be subject to a number of actual and potential conflicts of interest involving the Firm (defined below). In addition, as a consequence of The Blackstone Group Inc. (collectively with its affiliates as the context requires, “Blackstone” and together with Blackstone Credit, the credit-focused business of Blackstone the “Firm”) and Blackstone’s status as a public company, the officers, directors, members, managers and employees of Blackstone Credit will take into account certain additional considerations and other factors in connection with the management of the business and affairs of the Fund that would not necessarily be taken into account if Blackstone were not a public company. The following discussion enumerates certain, but not all, potential conflicts of interest that should be carefully evaluated before making an investment in the Fund, but is not intended to be an exclusive list of all such conflicts. The Firm and its personnel may in the future engage in further activities that may result in additional conflicts of interest not addressed below. Any references to the Firm, Blackstone Credit, Blackstone or Blackstone Liquid Credit Strategies LLC (formerly, GSO / Blackstone Debt Funds Management LLC) (the “Adviser”) in this section will be deemed to include their respective affiliates, partners, members, shareholders, officers, directors and employees, except that portfolio companies of managed clients shall only be included to the extent the context shall require and references to Blackstone Credit affiliates shall only be to affiliates operating as a part of Blackstone’s credit focused business group.
For purposes of this discussion and ease of reference, the following terms shall have the meanings as set forth below:
“Other Blackstone Credit Clients” means, collectively, the investment funds, client accounts (including managed accounts) and proprietary accounts and/or other similar arrangements (including such arrangements in which the Fund or one or more Other Blackstone Credit Clients own interests) that Blackstone Credit may establish, advise or sub-advise from time to time and to which Blackstone Credit provides investment management or sub-advisory services (other than the Fund and any such funds and accounts in which the Fund has an interest), in each case including any alternative investment vehicles and additional capital vehicles relating thereto and any vehicles established by Blackstone Credit to exercise its side-by-side or other general partner investment rights as set forth in their respective governing documents; provided, that for the avoidance of doubt, “Other Blackstone Credit Clients” shall not include Blackstone Credit in its role as principal of any account, including any accounts for which Blackstone Credit or an affiliate thereof acts as an advisor.
“Blackstone Clients” means, collectively, the investment funds, client accounts (including managed accounts) and proprietary accounts and/or other similar arrangements (including such arrangements in which the Fund or one or more Blackstone Clients own interests) that Blackstone may establish, advise or sub-advise from time to time and to which Blackstone provides investment management or sub-advisory services (other than the Fund, any such funds and accounts in which the Fund has an interest and Other Blackstone Credit Clients), in each case including any alternative investment vehicles and additional capital vehicles relating thereto and any vehicles established by Blackstone to exercise its side-by-side or other general partner investment rights as set forth in their respective governing documents; provided that, for the avoidance of doubt, “Blackstone Clients” shall not include Blackstone in its role as principal of any account, including any accounts for which Blackstone or an affiliate thereof acts as an advisor.
“Other Clients” means, collectively, Other Blackstone Credit Clients and Blackstone Clients.
The Firm’s Policies and Procedures. The Firm has implemented policies and procedures to address conflicts that arise as a result of its various activities, as well as regulatory and other legal considerations. Because the Firm has many different asset management and advisory businesses, including private equity, a credit business, a hedge fund business, a capital markets group, a life sciences business and a real estate advisory business, it is subject to a number of actual and potential conflicts of interest, greater regulatory oversight and more legal and contractual restrictions than that to which it would otherwise be subject if it had just one line of business. In addressing these conflicts and regulatory, legal and contractual requirements across its various businesses and to protect against the inappropriate sharing and/or use of information between the Fund and the other business units at the Firm, the Firm has implemented certain policies and procedures (e.g., information wall policy) regarding the sharing of information that may reduce the positive synergies that the Fund expects to utilize for purposes of identifying and managing attractive investments. For example, the Firm will from time to time come into possession of material non-public information with respect to companies in which Other Clients may be considering making an investment or companies that are clients of the Firm. As a consequence, that information, which could be of benefit to the Fund, might become restricted to those other respective businesses and otherwise be unavailable to the Fund. It is also possible that the Fund could be restricted from trading despite the fact that the Fund did not receive such information. There can be no assurance, however, that any such policies and/or procedures will be effective in accomplishing their stated purpose and/or that they will not otherwise adversely affect the ability of the Fund to effectively achieve its investment objective by unduly limiting the investment flexibility of the Fund and/or the flow of otherwise appropriate information between the Adviser and other business units at the Firm. Personnel of the Firm may be unable, for example, to assist with the activities of the Fund as a result of these walls. There can be no assurance that additional restrictions will not be imposed that would further limit the ability of the Firm to share information internally. In addition, to the extent that the Firm is in possession of material non-public information or is otherwise restricted from trading in certain securities, the Fund and the Adviser may also be deemed to be in possession of such information or otherwise restricted. Additionally, the terms of confidentiality or other agreements with or related to companies in which any Other Client has or has considered making an investment or which is otherwise a client of the Firm will from time to time restrict or otherwise limit the ability of the Fund and/or its obligors and their affiliates to make investments in or otherwise engage in businesses or activities competitive with such companies. The Firm may enter into one or more strategic relationships in certain regions or with respect to certain types of investments that, although intended to provide greater opportunities for the Fund, may require the Fund to share such opportunities or otherwise limit the amount of an opportunity the Fund can otherwise take.
Broad and Wide-Ranging Activities. The Firm engages in a broad spectrum of activities. In the ordinary course of its business activities, the Firm will engage in activities where the interests of certain divisions of the Firm or the interests of its clients will conflict with the interests of the common shareholders in the Fund. Other present and future activities of the Firm will give rise to additional conflicts of interest. In the event that a conflict of interest arises, the Adviser will attempt to resolve such conflict in a fair and equitable manner, subject to the limitations of the Investment Company Act of 1940, as amended (the “1940 Act”) and the Board’s oversight. Common shareholders should be aware that conflicts will not necessarily be resolved in favor of the Fund’s interests. Investors should be aware that conflicts will not necessarily be resolved in favor of the Fund’s interests. In addition, the Adviser may in certain situations choose to obtain the consent of the Board with respect to any specific conflict of interest, including with respect to the approvals required under the 1940 Act and the Investment Advisers Act of 1940, as amended (the “Advisers Act”). The Fund may enter into joint transactions or cross-trades with clients or affiliates of the Adviser to the extent permitted by the 1940 Act, the Advisers Act and any applicable co-investment order from the Securities and Exchange Commission (the “SEC”). Subject to the limitations of the 1940 Act, the Fund 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 funds managed by Blackstone Credit.
Allocation of Personnel. The Adviser and its members, officers and employees will devote as much of their time to the activities of the Fund as they deem necessary to conduct its business affairs in an appropriate manner. By the terms of the investment advisory agreement, the Firm is not restricted from forming additional investment funds, from entering into other investment advisory relationships or from engaging in other business activities, even though such activities may be in competition with the Fund and/or may involve substantial time and resources of the Adviser. Firm personnel, including members of the investment committee, will work on other projects, serve on other committees (including boards of directors) and source potential investments for and otherwise assist the investment programs of Other Clients and their portfolio companies, including other investment programs to be developed in the future. These activities could be viewed as creating a conflict of interest in that the time and effort of the members of the Adviser and its officers and employees will not be devoted exclusively to the business of the Fund, but will be allocated between the business of the Fund and the management of the monies of such Other Clients of the Adviser. Time spent on these other initiatives diverts attention from the activities of the Fund, which could negatively impact the common shareholders. Furthermore, Blackstone Credit and Blackstone Credit personnel derive financial benefit from these other activities, including fees and performance-based compensation. Firm personnel outside of Blackstone Credit may share in the fees and performance-based compensation from the Fund; similarly, Blackstone Credit personnel may share in the fees and performance-based compensation generated by Other Clients. These and other factors create conflicts of interest in the allocation of time by Firm personnel. Blackstone Credit’s determination of the amount of time necessary to conduct the Fund’s activities will be conclusive.
Outside Activities of Principals and Other Personnel and their Related Parties. Certain of the principals and employees of the Adviser will, in certain circumstances, be subject to a variety of conflicts of interest relating to their responsibilities to the Fund, Other Clients and their respective portfolio companies, and their outside personal or business activities, including as members of investment or advisory committees or boards of directors of or advisors to investment funds, corporations, foundations or other organizations. Such positions create a conflict if such other entities have interests that are adverse to those of the Fund, including if such other entities compete with the Fund for investment opportunities or other resources. The other managed accounts and/or investment funds in which such individuals may become involved may have investment objectives that overlap with the Fund. Although such principals and employees will seek to limit any such conflicts in a manner that is in accordance with their fiduciary duties to the Fund, there can be no assurance that conflicts of interest between the interests of the Fund and Other Clients will be resolved favorably for the Fund. Furthermore, certain principals and employees of the Adviser may have a greater financial interest in the performance of such other funds or accounts than the performance of the Fund. Such involvement may create conflicts of interest in making investments on behalf of the Fund and such other funds and accounts. Also, Blackstone personnel, Firm employees, including employees of the Adviser, are generally permitted to invest in alternative investment funds, private equity funds, real estate funds, hedge funds and other investment vehicles, as well as engage in other personal trading activities relating to companies, assets, securities or instruments (subject to the Firm’s Code of Ethics requirements), some of which will involve conflicts of interests. Such personal securities transactions will, in certain circumstances, relate to securities or instruments which can be expected to also be held or acquired by Other Clients, the Fund, or otherwise relate to the obligors in which the Fund has or acquires a different principal investment (including, for example, with respect to seniority). There can be no assurance that conflicts of interest arising out of such activities will be resolved in favor of the Fund. Common shareholders will not receive any benefit from any such investments, and the financial incentives of Firm personnel in such other investments could be greater than their financial incentives in relation to the Fund.
Additionally, certain employees and other professionals of the Firm may have family members or relatives employed by advisers and service providers (or their affiliates) or otherwise actively involved in industries and sectors in which the Fund invests, or have business, financial, personal or other relationships with companies in such industries and sectors (including the advisors and service providers described above) or other industries, which gives rise to potential or actual conflicts of interest. For example, such family members or relatives might be employees, officers, directors or owners of companies or assets that are actual or potential investments of the Fund or other counterparties of the Fund and its obligors and/or assets, or service providers of the Fund. Moreover, in certain instances, the Fund or its obligors can be expected to issue loans to or acquire securities from, or otherwise transact with, companies that are owned by such family members or relatives or in respect of which such family members or relatives have other involvement. These relationships also may influence Blackstone, the Adviser and/or Blackstone Credit in deciding whether to select or recommend certain service providers to perform services for the Fund or obligors (the cost of which will generally be borne directly or indirectly by the Fund or such obligors, as applicable). Notwithstanding the foregoing, investment transactions relating to the Fund that require the use of a service provider will generally be allocated to service providers on the basis of best execution, the evaluation of which includes, among other considerations, such service provider’s provision of certain investment-related services and research that the Adviser believes to be of benefit to the Fund. To the extent that the Firm determines appropriate, conflict mitigation strategies can be expected to be put in place with respect to a particular circumstance, such as internal information barriers or recusal, disclosure or other steps determined appropriate by the Firm.
Secondments and Internships. Certain personnel of the Firm and its affiliates, including consultants, will, in certain circumstances, be seconded to one or more portfolio companies, vendors, service providers and vendors or common shareholders or other investors of the Fund and Other Clients to provide finance, accounting, operation support, data management and other similar services, including the sourcing of investments for the Fund or other parties. The salaries, benefits, overhead and other similar expenses for such personnel during the secondment could be borne by the Firm and its affiliates or the organization for which the personnel are working or both. In addition, personnel of portfolio companies, vendors and service providers (including law firms and accounting firms) and common shareholders or other investors of the Fund and Other Clients will, in certain circumstances, be seconded to, serve internships at or otherwise provide consulting services to, the Firm, the Fund and its obligors, and Other Clients and its portfolio companies. While often the Fund, Other Clients and their obligors or portfolio companies (as applicable) are the beneficiaries of these types of arrangements, the Firm is from time to time a beneficiary of these arrangements as well, including in circumstances where the vendor or service provider also provides services to the Fund, Other Clients, their obligors or portfolio companies (as applicable) or the Firm in the ordinary course. The Firm, the Fund, Other Clients or their obligors or portfolio companies (as applicable) could receive benefits from these arrangements at no cost, or alternatively could pay all or a portion of the fees, compensation or other expenses in respect of these arrangements. The management fee will not be reduced as a result of these arrangements or any fees, expense reimbursements or other costs related thereto and the Fund may not receive any benefit as a result of these arrangements. The personnel described above may provide services in respect of multiple matters, including in respect of matters related to the Firm, the Fund, Other Clients, portfolio companies, each of their respective affiliates and related parties, and the Firm will endeavor in good faith to allocate the costs of these arrangements, if any, to the Firm, the Fund, Other Clients, portfolio companies and other parties based on time spent by the personnel or another methodology the Firm deems appropriate in a particular circumstance.
Other Benefits. Blackstone Credit and its personnel will receive certain intangible and/or other benefits, rebates and/or discounts and/or perquisites arising or resulting from their activities on behalf of the Fund, the value of which will not reduce the management fee or incentive fees or otherwise be shared with the Fund, investors and/or portfolio companies. For example, airline travel or hotel stays incurred as Fund expenses, as set forth in the investment advisory agreement (“Fund Expenses”), may result in “miles” or “points” or credit in loyalty/status programs, and such benefits and/or amounts will, whether or not de minimis or difficult to value, inure exclusively to Blackstone Credit and/or such personnel (and not the Fund and/or portfolio companies) even though the cost of the underlying service is borne by the Fund and/or portfolio companies. Blackstone Credit, its personnel, and other related persons also receive discounts on products and services provided by portfolio companies and/or customers or suppliers of such portfolio companies. Such other benefits or fees may give rise to conflicts of interest in connection with the Fund’s investment activities, and while the Adviser and Blackstone Credit will seek to resolve any such conflicts in a fair and equitable manner, there is no assurance that any such conflicts will be resolved in favor of the Fund. (See also “—Obligor/Portfolio Company Service Providers and Vendors” and “—Obligor/Portfolio Company Relationships Generally” below.)
Senior Advisors, Industry Experts and Operating Partners. Blackstone Credit may engage and retain strategic advisers, consultants, senior advisors, executive advisers, industry experts, operating partners, deal sourcers, consultants and other similar professionals (which may include former employees of Blackstone and/or Blackstone Credit, as well as current employees of Blackstone’s and/or Blackstone Credit’s portfolio companies) (“Senior and Other Advisors”) who are not employees or affiliates of Blackstone Credit and who will, from time to time, receive payments from, or allocations of a profits interest with respect to, portfolio companies (as well as from Blackstone Credit or the Fund). In particular, in some cases, consultants, including those with a “Senior Advisor” title, have been and will be engaged with the responsibility to source and recommend transactions to Blackstone Credit or to undertake a build-up strategy to acquire and develop assets and businesses in a particular sector or involving a particular strategy, potentially on a full-time and/or exclusive basis and notwithstanding any overlap with the responsibilities of Blackstone Credit under the investment advisory agreement, the compensation to such consultants may be borne fully by the Fund and/or portfolio companies (with no reduction to the management fee payable by the Fund) and not Blackstone Credit. In such circumstances, such payments from, or allocations of a profits interest with respect to, portfolio companies and/or the Fund may, subject to applicable law, be treated as Fund Expenses and will not, even if they have the effect of reducing any retainers or minimum amounts otherwise payable by Blackstone Credit, be deemed paid to or received by Blackstone Credit, and such amounts will not reduce the management fees or incentive fees payable.
To the extent permitted by applicable law and/or any applicable SEC-granted exemptive or no-action relief, these Senior and Other Advisors often have the right or may be offered the ability to (i) co-invest alongside the Fund, including in the specific investments in which they are involved (and for which they may be entitled to receive performance-related incentive fees, which will reduce the Fund’s returns), (ii) otherwise participate in equity plans for management of any such portfolio company or (iii) invest directly in the Fund or in a vehicle controlled by the Fund subject to reduced or waived management fees and/or incentive fees, including after the termination of their engagement by or other status with the Firm. Such co-investment and/or participation generally will result in the Fund being allocated a smaller share of the applicable investment. Such co-investment and/or participation may vary by transaction and such participation may, depending on its structure, reduce the Fund’s returns. Additionally, and notwithstanding the foregoing, these Senior and Other Advisors, as well as other Blackstone Clients, may be (or have the preferred right to be) investors in Blackstone Credit’s portfolio companies (which, in some cases, may involve agreements to pay performance fees or allocate profits interests to such persons in connection with the Fund’s investment therein, which will reduce the Fund’s returns) and/or Other Clients. Such Senior and Other Advisors, as well as other Blackstone Clients, may also, subject to applicable law, have rights to co-invest with the Fund on a side-by-side basis, which rights are generally offered on a no-fee/no-carried interest basis and generally result in the Fund being allocated a smaller share of an investment than would otherwise be the case in the absence of such side-by-side participation.
The time, dedication and scope of work of, and the nature of the relationship with each of the Senior and Other Advisors vary considerably. In certain cases, they may advise the Adviser on transactions, provide the Adviser and/or Blackstone Credit with industry-specific insights and feedback on investment themes, assist in transaction due diligence or make introductions to and provide reference checks on management teams. In other cases, they take on more extensive roles (and may be exclusive service providers to Blackstone Credit) and serve as executives or directors on the boards of portfolio companies or contribute to the identification and origination of new investment opportunities. The Fund may rely on these Senior and Other Advisors to recommend Blackstone Credit as a preferred investment partner, identify investments, source opportunities, and otherwise carry out its investment program, but there is no assurance that these advisers will continue to be involved with the Fund for any length of time. In certain instances, Blackstone Credit has formal arrangements with these Senior and Other Advisors (which may or may not be terminable upon notice by any party), and in other cases the relationships are more informal. They are either compensated (including pursuant to retainers and expense reimbursement, and, in any event, pursuant to negotiated arrangements) by Blackstone Credit, the Fund, and/or portfolio companies or otherwise uncompensated unless and until an engagement with a portfolio company develops. In certain cases, they have certain attributes of Blackstone Credit “employees” (e.g., they can be expected to have dedicated offices at Blackstone Credit, receive administrative support from Blackstone Credit personnel, participate in general meetings and events for Blackstone Credit personnel, work on Blackstone Credit matters as their primary or sole business activity, service Blackstone Credit exclusively, have Blackstone Credit-related e-mail addresses and/or business cards and participate in certain benefit arrangements typically reserved for Blackstone Credit employees, etc.) even though they are not considered Blackstone Credit employees, affiliates or personnel for purposes of the investment advisory agreement between the Fund and Blackstone Credit. Some Senior and Other Advisors may provide services only for the Fund and its obligors, while others may have other clients. Senior and Other Advisors could have conflicts of interest between their services for the Fund and its obligors, on the one hand, and themselves or other clients, on the other hand, and Blackstone Credit is limited in its ability to monitor and mitigate these conflicts. Blackstone Credit expects, where applicable, to allocate the costs of such Senior and Other Advisors to the Fund and/or applicable portfolio companies, and to the extent any such costs are allocated to the Fund, they would be treated as Fund Expenses. Payments or allocations to Senior and Other Advisors will not be reduced by the management fee, and can be expected to increase the overall costs and expenses borne indirectly by investors in the Fund. There can be no assurance that any of the Senior and Other Advisors, to the extent engaged, will continue to serve in such roles and/or continue their arrangements with Blackstone Credit, the Fund and/or any portfolio companies for the duration of the relevant investments.
In addition, the Fund will, in certain circumstances, enter into an arrangement with one or more individuals (who may be former personnel of the Firm or current or former personnel of portfolio companies of the Fund or Other Clients, may have experience or capability in sourcing or managing investments, and may form a management team) to undertake a build-up strategy to acquire and develop assets and businesses in a particular sector or involving a particular strategy. The services provided by such individuals or relevant portfolio company, as the case may be, could include the following with respect to investments: origination or sourcing, due diligence, evaluation, negotiation, servicing, development, management (including turnaround) and disposition. The individuals or relevant portfolio company could be compensated with a salary and equity incentive plan, including a portion of profits derived from the Fund or a portfolio company or asset of the Fund, or other long-term incentive plans. Compensation could also be based on assets under management, a waterfall similar to a carried interest, respectively, or other similar metric. The Fund could initially bear the cost of overhead (including rent, utilities, benefits, salary or retainers for the individuals or their affiliated entities) and the sourcing, diligence and analysis of investments, as well as the compensation for the individuals and entity undertaking the build-up strategy. Such expenses could be borne directly by the Fund as Fund Expenses (or broken deal expenses, if applicable) or indirectly through expenditures by a portfolio company. None of the fees, costs or expenses described above will reduce the management fee.
In addition, the Adviser will, in certain circumstances, engage third parties as Senior and Other Advisors (or in another similar capacity) in order to advise it with respect to existing investments, specific investment opportunities, and economic and industry trends. Such Senior and Other Advisors may receive reimbursement of reasonable related expenses by portfolio companies or the Fund and may have the opportunity to invest in a portion of the equity and/or debt available to the Fund for investment that would otherwise be taken by the Adviser and its affiliates. If such Senior and Other Advisors generate investment opportunities on the Fund’s behalf, such Senior and Other Advisors may receive special additional fees or allocations comparable to those received by a third party in an arm’s length transaction and such additional fees or allocations would be borne fully by the Fund and/or portfolio companies (with no reduction to the management fee payable by the Fund) and not Blackstone Credit.
Multiple Firm Business Lines. The Firm has multiple business lines, including the Blackstone Capital Markets Group, which, subject to applicable law, Blackstone, Blackstone Credit, the Fund, Other Clients, portfolio companies of the Fund and Other Clients and third parties will, in certain circumstances, engage for debt and equity financings and to provide other investment banking, brokerage, investment advisory or other services. As a result of these activities, the Firm is subject to a number of actual and potential conflicts of interest, greater regulatory oversight and more legal and contractual restrictions than if it had one line of business. For example, the Firm may come into possession of information that limits the Fund’s ability to engage in potential transactions. Similarly, other Firm businesses and their personnel may be prohibited by law or contract from sharing information with Blackstone Credit that would be relevant to monitoring the Fund’s investments and other activities. Additionally, Blackstone, Blackstone Credit or Other Clients can be expected to enter into covenants that restrict or otherwise limit the ability of the Fund or its obligors and their affiliates to make investments in, or otherwise engage in, certain businesses or activities. For example, Other Clients could have granted exclusivity to a joint venture partner that limits the Fund and Other Clients from owning assets within a certain distance of any of the joint venture’s assets, or Blackstone, Blackstone Credit or an Other Client could have entered into a non-compete in connection with a sale or other transaction. These types of restrictions may negatively impact the ability of the Fund to implement its investment program. (See also “—Other Blackstone and Blackstone Credit Clients; Allocation of Investment Opportunities”). Finally, Blackstone and Blackstone Credit personnel who are members of the investment team or investment committee may be excluded from participating in certain investment decisions due to conflicts involving other Firm businesses or for other reasons, including other business activities in which case the Fund will not benefit from their experience. The common shareholders will not receive a benefit from any fees earned by the Firm or their personnel from these other businesses.
Blackstone is under no obligation to decline any engagements or investments in order to make an investment opportunity available to the Fund. The Firm has long-term relationships with a significant number of corporations and their senior management. In determining whether to invest in a particular transaction on behalf of the Fund, the Adviser will consider those relationships and may decline to participate in a transaction as a result of one or more of such relationships (e.g., investments in a competitor of a client or other person with whom Blackstone has a relationship). The Fund may be forced to sell or hold existing investments as a result of investment banking relationships or other relationships that the Firm may have or transactions or investments the Firm may make or have made. (See “—Other Blackstone and Blackstone Credit Clients; Allocation of Investment Opportunities” and “—Obligor/Portfolio Company Relationships Generally.”) Subject to the 1940 Act and any applicable co-investment order issued by the SEC, the Fund may also co-invest with clients of the Firm in particular investment opportunities, and the relationship with such clients could influence the decisions made by the Adviser with respect to such investments. There can be no assurance that all potentially suitable investment opportunities that come to the attention of the Firm will be made available to the Fund.
Finally, Blackstone and other Blackstone Clients could acquire shares in the Fund in the secondary market. Blackstone and other Blackstone Clients would generally have greater information than counterparties in such transactions, and the existence of such business could produce conflicts, including in the valuation of the Fund’s Investments.
Minority Investments in Asset Management Firms. Blackstone and other Blackstone Clients, including Blackstone Strategic Capital Holdings (“BSCH”) and its related parties, regularly make minority investments in alternative asset management firms that are not affiliated with Blackstone, the Fund, other Blackstone Clients and their respective portfolio companies, and which may from time to time engage in similar investment transactions, including with respect to purchase and sale of investments, with these asset management firms and their sponsored funds and portfolio companies. Typically, the Blackstone related party with an interest in the asset management firm would be entitled to receive a share of carried interest/performance based incentive compensation and net fee income or revenue share generated by the various products, vehicles, funds and accounts managed by that third party asset management firm that are included in the transaction or activities of the third party asset management firm, or a subset of such activities such as transactions with a Blackstone related party. In addition, while such minority investments are generally structured so that Blackstone does not “control” such third party asset management firms, Blackstone may nonetheless be afforded certain governance rights in relation to such investments (typically in the nature of “protective” rights, negative control rights or anti-dilution arrangements, as well as certain reporting and consultation rights) that afford Blackstone the ability to influence the firm. Although Blackstone and other Blackstone Clients, including BSCH, do not intend to control such third party asset management firms, there can be no assurance that all third parties will similarly conclude that such investments are non-control investments or that, due to the provisions of the governing documents of such third party asset management firms or the interpretation of applicable law or regulations, investments by Blackstone and other Blackstone Clients, including BSCH, will not be deemed to have control elements for certain contractual, regulatory or other purposes. While such third party asset managers may not be affiliated with the Fund within the meaning of the 1940 Act, Blackstone may, under certain circumstances, be in a position to influence the management and operations of such asset managers and the existence of its economic/revenue sharing interest therein may give rise to conflicts of interest. Participation rights in a third party asset management firm (or other similar business), negotiated governance arrangements and/or the interpretation of applicable law or regulations could expose the investments of the Fund to claims by third parties in connection with such investments (as indirect owners of such asset management firms or similar businesses) that may have an adverse financial or reputational impact on the performance of the Fund. The Fund, its affiliates and their respective obligors and portfolio companies may from time to time engage in transactions with, and buy and sell investments from, any such third party asset managers and their sponsored funds, and such transactions and other commercial arrangements between such third party asset managers and the Fund and its obligors are not subject to approval by the Board. There can be no assurance that the terms of these transactions between parties related to Blackstone, on the one hand, and the Fund and its obligors, on the other hand, will be at arm’s length or that Blackstone will not receive a benefit from such transactions, which can be expected to incentivize Blackstone to cause these transactions to occur. These conflicts related to investments in and arrangements with other asset management firms, will not necessarily be resolved in favor of the Fund.
Data. The Firm receives or obtains various kinds of data and information from the Fund, Other Clients and their obligors or portfolio companies (as applicable), including data and information relating to business operations, trends, budgets, customers and other metrics, some of which is sometimes referred to as “big data.” The Firm may be better able to anticipate macroeconomic and other trends, and otherwise develop investment themes, as a result of its access to (and rights regarding) this data and information from the Fund, Other Clients and their obligors or portfolio companies (as applicable). The Firm has entered and will continue to enter into information sharing and use arrangements with the Fund, Other Clients and their obligors or portfolio companies (as applicable), related parties and service providers, which will give the Firm access to (and rights regarding) data that it would not otherwise obtain in the ordinary course. Although the Firm believes that these activities improve the Firm’s investment management activities on behalf of the Fund and Other Clients, information obtained from the Fund and its obligors also provides material benefits to Blackstone, Blackstone Credit or Other Clients without compensation or other benefit accruing to the Fund or common shareholders. For example, information from a portfolio company in which the Fund holds an interest can be expected to enable the Firm to better understand a particular industry and execute trading and investment strategies in reliance on that understanding for Blackstone, Blackstone Credit and Other Clients that do not own an interest in the portfolio company, without compensation or benefit to the Fund or its obligors.
Furthermore, except for contractual obligations to third parties to maintain confidentiality of certain information, and regulatory limitations on the use of material nonpublic information, the Firm is generally free to use data and information from the Fund’s activities to assist in the pursuit of the Firm’s various other activities, including to trade for the benefit of the Firm and/or an Other Client. Any confidentiality obligations in the operative documents do not limit the Firm’s ability to do so. For example, the Firm’s ability to trade in securities of an issuer relating to a specific industry may, subject to applicable law, be enhanced by information of a portfolio company in the same or related industry. Such trading is expected to provide a material benefit to the Firm without compensation or other benefit to the Fund or common shareholders.
The sharing and use of “big data” and other information presents potential conflicts of interest and the common shareholders acknowledge and agree that any benefits received by the Firm or its personnel (including fees, costs and expenses) will not reduce the management fees or incentive fees payable to the Adviser or otherwise be shared with the Fund or common shareholders. As a result, the Adviser has an incentive to pursue investments that have data and information that can be utilized in a manner that benefits the Firm or Other Clients.
Data Management Services. Blackstone or an affiliate of Blackstone formed in the future will provide data management services to portfolio companies and will provide such services directly to the Fund and Other Clients (collectively, “Data Holders”). Such services may include assistance with obtaining, analyzing, curating, processing, packaging, organizing, mapping, holding, transforming, enhancing, marketing and selling such data (among other related data management and consulting services) for monetization through licensing or sale arrangements with third parties and, subject to applicable law and the limitations in the investment advisory agreement and any other applicable contractual limitations, with the Fund, Other Clients, portfolio companies and other Blackstone affiliates and associated entities (including funds in which Blackstone and Other Clients make investments, and portfolio companies thereof). Where Blackstone believes appropriate, data from one Data Holder may be pooled with data from other Data Holders. Any revenues arising from such pooled data sets would be allocated between applicable Data Holders on a fair and reasonable basis as determined by Blackstone Credit in its sole discretion, with Blackstone Credit able to make corrective allocations should it determine subsequently that such corrections were necessary or advisable. Blackstone is expected to receive compensation for such data management services, which may include a percentage of the revenues generated through any licensing or sale arrangements with respect to the relevant data, and which compensation is also expected to include fees, royalties and cost and expense reimbursement (including start-up costs and allocable overhead associated with personnel working on relevant matters (including salaries, benefits and other similar expenses)), and will not offset the management fee or otherwise shared with the Fund or common shareholders; provided, that any such expenses or related costs shall not be greater than what would be paid to an unaffiliated third party for substantially similar services. Additionally, Blackstone is expected to determine to share the products from such Data Management Services within Blackstone or its affiliates (including Other Clients or their portfolio companies) at no charge and, in such cases, the Data Holders would not receive any financial or other benefit from having provided such data to Blackstone. The potential receipt of such compensation by Blackstone could create incentives for the Firm to cause the Fund to invest in portfolio companies with a significant amount of data that it might not otherwise have invested in or on terms less favorable than it otherwise would have sought to obtain.
Blackstone and Blackstone Credit Strategic Relationships. Blackstone and Blackstone Credit have entered, and it can be expected that Blackstone and Blackstone Credit in the future will enter, into strategic relationships with investors (and/or one or more of their affiliates) that involve an overall relationship with Blackstone or Blackstone Credit that could incorporate one or more strategies in addition to the Fund’s strategy (“Strategic Relationships”), with terms and conditions applicable solely to such investor and its investment in multiple Blackstone or Blackstone Credit strategies that would not apply to any other investor’s investment in the Fund. A Strategic Relationship often involves an investor agreeing to make a capital commitment to multiple Blackstone or Blackstone Credit funds, one of which may include the Fund. Common shareholders will not receive a copy of any agreement memorializing such a Strategic Relationship program (even if in the form of a side letter) and will be unable to elect in the “most-favored-nations” election process any rights or benefits afforded through a Strategic Relationship. Specific examples of such additional rights and benefits include, among others, specialized reporting, discounts or reductions on and/or reimbursements or rebates of management fees or carried interest, secondment of personnel from the investor to Blackstone or Blackstone Credit (or vice versa), rights to participate in the investment review and evaluation process, as well as priority rights or targeted amounts for co-investments alongside Blackstone Credit or Blackstone vehicles (including, without limitation, preferential or favorable allocation of co-investment and preferential terms and conditions related to co-investment or other participation in Blackstone or Blackstone Credit funds (including in respect of any carried interest and/or management fees to be charged with respect thereto, as well as any additional discounts, reductions, reimbursements or rebates with respect thereto or other penalties that may result if certain target co-investment allocations or other conditions under such arrangements are not achieved)). The co-investment that is part of a Strategic Relationship may include co-investment in investments made by the Fund. Blackstone, including its personnel (including Blackstone Credit personnel), may receive compensation from Strategic Relationships and be incentivized to allocate investment opportunities away from the Fund to or source investment opportunities for Strategic Relationships. Strategic Relationships may therefore result in fewer co-investment opportunities (or reduced or no allocations) being made available to common shareholders, subject to the 1940 Act.
Buying and Selling Investments or Assets from Certain Related Parties. The Fund and its obligors may purchase investments or assets from or sell investments or assets to common shareholders, other obligors of the Fund, portfolio companies of Other Clients or their respective related parties. Purchases and sales of investments or assets between the Fund or its obligors, on the one hand, and common shareholders, other obligors of the Fund, portfolio companies of Other Clients or their respective related parties, on the other hand, are not, unless required by applicable law, subject to the approval of the Board or any common shareholder. These transactions involve conflicts of interest, as the Firm may receive fees and other benefits, directly or indirectly, from or otherwise have interests in both parties to the transaction, including different financial incentives Blackstone may have with respect to the parties to the transaction. For example, there can be no assurance that any investment or asset sold by the Fund to a common shareholder, other obligors of the Fund, portfolio company of Other Clients or any of their respective related parties will not be valued or allocated a sale price that is lower than might otherwise have been the case if such asset were sold to a third party rather than to a common shareholder, portfolio company of Other Clients or any of their respective related parties. The Firm will not be required to solicit third party bids or obtain a third party valuation prior to causing the Fund or any of its obligors to purchase or sell any asset or investment from or to a common shareholder, other obligors of the Fund, portfolio company of Other Clients or any of their respective related parties as provided above.
Other Firm Businesses, Activities and Relationships. As part of its regular business, Blackstone provides a broad range of investment banking, advisory and other services. In addition, from time to time, the Firm will provide services in the future beyond those currently provided. Common shareholders will not receive any benefit from any fees relating to such services.
In the regular course of its capital markets, investment banking, real estate advisory and other businesses, Blackstone represents potential purchasers, sellers and other involved parties, including corporations, financial buyers, management, shareholders and institutions, with respect to transactions that could give rise to other transactions that are suitable for the Fund. In such a case, a Blackstone advisory client would typically require Blackstone to act exclusively on its behalf. Such advisory client requests may preclude all Blackstone-affiliated clients, including the Fund, from participating in related transactions that would otherwise be suitable. Blackstone will be under no obligation to decline any such engagements in order to make an investment opportunity available to the Fund. In connection with its capital markets, investment banking, advisory, real estate and other businesses, Blackstone comes into possession of information that limits its ability to engage in potential transactions. The Fund’s activities are expected to be constrained as a result of the inability of Blackstone personnel to use such information. For example, employees of Blackstone from time to time are prohibited by law or contract from sharing information with members of the Fund’s investment team. Additionally, there are expected to be circumstances in which one or more individuals associated with Blackstone affiliates (including clients) will be precluded from providing services related to the Fund’s activities because of certain confidential information available to those individuals or to other parts of Blackstone (e.g., trading may be restricted). Where Blackstone affiliates are engaged to find buyers or financing sources for potential sellers of assets, the seller may permit the Fund to act as a participant in such transactions (as a buyer or financing partner), which would raise certain conflicts of interest inherent in such a situation (including as to the negotiation of the purchase price).
The Fund may invest in securities of the same issuers as Other Clients, other investment vehicles, accounts and clients of the Firm and the Adviser. To the extent that the Fund holds interests that are different (or more senior or junior) than those held by such Other Clients, Blackstone Credit may be presented with decisions involving circumstances where the interests of such Other Clients are in conflict with those of the Fund. Furthermore, it is possible the Fund’s interest may be subordinated or otherwise adversely affected by virtue of such Other Clients’ involvement and actions relating to its investment.
In addition, the 1940 Act may limit the Fund’s ability to undertake certain transactions with its affiliates that are registered under the 1940 Act or regulated as business development companies under the 1940 Act. As a result of these restrictions, the Fund may be prohibited from executing “joint” transactions with such affiliates, which could include investments in the same portfolio company (whether at the same or different times). These limitations may limit the scope of investment opportunities that would otherwise be available to the Fund.
Blackstone Credit has received an exemptive order that permits certain funds, among other things, to co-invest with certain other persons, including certain affiliates of Blackstone Credit, and certain funds managed and controlled by Blackstone Credit and its affiliates subject to certain terms and conditions. In addition, other present and future activities of the Firm and its affiliates (including Blackstone Credit and the Adviser) will from time to time give rise to additional conflicts of interest relating to the Firm and its investment activities. In the event that any such conflict of interest arises, the Adviser will attempt to resolve such conflicts in a fair and equitable manner. Investors should be aware that, subject to applicable law, conflicts will not necessarily be resolved in favor of the Fund’s interests.
Transactions with Clients of Blackstone Insurance Solutions. Blackstone Insurance Solutions (“BIS”) is a business unit of Blackstone that is comprised of two affiliated registered investment advisers. BIS provides investment advisory services to insurers (including insurance companies that are owned, directly or indirectly, by Blackstone or Other Clients, in whole or in part). Actual or potential conflicts of interest may arise with respect to the relationship of the Fund and its obligors with the funds, vehicles or accounts BIS advises or sub-advises, including accounts where an insurer participates in investments directly and there is no separate vehicle controlled by Blackstone (collectively, “BIS Clients”). BIS Clients have invested and are expected to continue investing in Other Clients and the Fund. BIS Clients may have investment objectives that overlap with those of the Fund or its obligors, and such BIS Clients may invest, as permitted by applicable law and the Fund’s exemptive relief, alongside the Fund or such obligors in certain investments, which will reduce the investment opportunities otherwise available to the Fund or such obligors. BIS Clients will also participate in transactions related to the Fund and/or its obligors (e.g., as originators, co-originators, counterparties or otherwise). Other transactions in which BIS Clients will participate include, without limitation, investments in debt or other securities issued by portfolio companies or other forms of financing to portfolio companies (including special purpose vehicles established by the Fund or such portfolio companies). When investing alongside the Fund or its obligors or in other transactions related to the Fund or its obligors, BIS Clients may or may not invest or divest at the same time or on the same terms as the Fund or the applicable obligors. BIS Clients may also from time to time acquire investments and obligors directly or indirectly from the Fund, including one or more royalty streams, which may be securitized with other royalty streams, as permitted by applicable law and the Fund’s exemptive relief. In circumstances where Blackstone Credit determines in good faith that the conflict of interest is mitigated in whole or in part through various measures that Blackstone, Blackstone Credit or the Adviser implements, the Adviser may determine to proceed with the applicable transaction (subject to oversight by the Board and the applicable law to which the Fund is subject). In order to seek to mitigate any potential conflicts of interest with respect to such transactions (or other transactions involving BIS Clients), Blackstone may, in its discretion, involve independent members of the board of a portfolio company or a third-party stakeholder in the transaction to negotiate price and terms on behalf of the BIS Clients or otherwise cause the BIS Clients to “follow the vote” thereof, and/or cause an independent client representative or other third party to approve the investment or otherwise represent the interests of one or more of the parties to the transaction. In addition, Blackstone or the Adviser may limit the percentage interest of the BIS Clients participating in such transaction, or obtain appropriate price quotes or other benchmarks, or, alternatively, a third-party price opinion or other document to support the reasonableness of the price and terms of the transaction. BIS will also from time to time require the applicable BIS Clients participating in a transaction to consent thereto (including in circumstances where the Adviser does not seek the consent of the Board). There can be no assurance that any such measures or other measures that may be implemented by Blackstone will be effective at mitigating any actual or potential conflicts of interest.
Allocation of Portfolios. The Firm will, in certain circumstances, have an opportunity to acquire a portfolio or pool of assets, securities and instruments that it determines should be divided and allocated among the Fund and Other Clients. Such allocations generally would be based on the Firm’s assessment of the expected returns and risk profile of each of the assets. For example, some of the assets in a pool may have a return profile appropriate for the Fund, while others may have a return profile not appropriate for the Fund but appropriate for Other Clients. Also, a pool may contain both debt and equity instruments that the Firm determines should be allocated to different funds. In all of these situations, the combined purchase price paid to a seller would be allocated among the multiple assets, securities and instruments in the pool and therefore, subject to applicable law and the conditions of the Fund’s co-investment relief, among the Fund and Other Clients acquiring any of the assets, securities and instruments. Similarly, there will likely be circumstances in which the Fund and Other Clients will sell assets in a single or related transactions to a buyer. In some cases, a counterparty will require an allocation of value in the purchase or sale contract, though the Firm could determine such allocation of value is not accurate and should not be relied upon. The Firm will generally rely upon internal analysis to determine the ultimate allocation of value, though it could also obtain third party valuation reports. Regardless of the methodology for allocating value, the Firm will have conflicting duties to the Fund and Other Clients when they buy or sell assets together in a portfolio, including as a result of different financial incentives the Firm has with respect to different vehicles, most clearly when the fees and compensation, including performance-based compensation, earned from the different vehicles differ. There can be no assurance that an investment will not be valued or allocated a purchase price that is higher or lower than it might otherwise have been allocated if such investment were acquired or sold independently rather than as a component of a portfolio shared with Other Clients.
Other Affiliate Transactions and Investments in Different Levels of Capital Structure. From time to time, the Fund and the Other Clients can be expected to make investments at different levels of an issuer’s capital structure or otherwise in different classes of an issuer’s securities or loans, subject to the limitations of the 1940 Act. Such investments may inherently give rise to conflicts of interest or perceived conflicts of interest between or among the various classes of securities or loans that may be held by such entities. To the extent the Fund holds securities or loans that are different (including with respect to their relative seniority) than those held by an Other Client, the Adviser and its affiliates may be presented with decisions when the interests of the funds are in conflict. For example, conflicts could arise where the Fund lends funds to a portfolio company while an Other Client invests in equity securities of such portfolio company. In this circumstance, for example, if such portfolio company were to go into bankruptcy, become insolvent or otherwise be unable to meet its payment obligations or comply with its debt covenants, conflicts of interest could arise between the holders of different types of securities or loans as to what actions the portfolio company should take. In addition, purchases or sales of securities or loans for the account of the Fund (particularly marketable securities) will be bunched or aggregated with orders for Other Clients, including other funds. It is frequently not possible to receive the same price or execution on the entire volume of securities sold, and the various prices will, in certain circumstances, be averaged, which may be disadvantageous to the Fund. Further conflicts could arise after the Fund and Other Clients have made their respective initial investments. For example, if additional financing is necessary as a result of financial or other difficulties, it may not be in the best interests of the Fund to provide such additional financing. If the Other Clients were to lose their respective investments as a result of such difficulties, the ability of the Adviser to recommend actions in the best interests of the Fund might be impaired. Any applicable co-investment order issued by the SEC may restrict the Fund’s ability to participate in follow-on financings. Blackstone Credit may in its discretion take steps to reduce the potential for adversity between the Fund and the Other Clients, including causing the Fund and/or such Other Clients to take certain actions that, in the absence of such conflict, it would not take. Such conflicts will be more difficult if the Fund and Other Clients hold significant or controlling interests in competing or different tranches of a portfolio company’s capital structure. In addition, there may be circumstances where Blackstone Credit agrees to implement certain procedures to ameliorate conflicts of interest that may involve a forbearance of rights relating to the Fund or Other Clients, such as where Blackstone Credit may cause the Fund or Other Clients to decline to exercise certain control- and/or foreclosure-related rights with respect to a portfolio company.
Further, the Fund is prohibited under the 1940 Act from participating in certain transactions with certain of its affiliates (including portfolio companies of Other Clients) without the prior approval of a majority of the independent members of the Board and, in some cases, the SEC. Any person that owns, directly or indirectly, 5% or more of the outstanding voting securities of the Fund will be an affiliate of the Fund for purposes of the 1940 Act and generally the Fund will be prohibited from buying or selling any securities from or to such affiliate, absent the prior approval of the Board. However, the Fund may under certain circumstances purchase any such affiliate's loans or securities in the secondary market, which could create a conflict for the Adviser between the Fund’s interests and the interests of such affiliate, in that the ability of the Adviser to recommend actions in the Fund’s best interest may be limited. The 1940 Act also prohibits certain “joint” transactions with certain affiliates, which could include investments in the same portfolio company (whether at the same or closely related times), without prior approval of the Board and, in some cases, the SEC.
In addition, conflicts may arise in determining the amount of an investment, if any, to be allocated among potential investors and the respective terms thereof. There can be no assurance that any conflict will be resolved in favor of the Fund, and, subject to applicable law, a decision by Blackstone Credit to take any particular action could have the effect of benefiting an Other Client (and, incidentally, may also have the effect of benefiting Blackstone Credit) and therefore may not have been in the best interests of, and may be adverse to, the Fund. There can be no assurance that the return on the Fund’s investment will be equivalent to or better than the returns obtained by the Other Clients participating in the transaction. The common shareholders will not receive any benefit from fees paid to any affiliate of the Adviser from a portfolio company in which an Other Client also has an interest to the extent permitted by the 1940 Act.
Related Financing Counterparties. The Fund can be expected to invest in companies or other entities in which Other Clients make an investment in a different part of the capital structure (and vice versa) subject to the requirements of the 1940 Act and the Fund’s co-investment order. The Adviser requests in the ordinary course proposals from lenders and other sources to provide financing to the Fund and its obligors. Blackstone Credit takes into account various facts and circumstances it deems relevant in selecting financing sources, including whether a potential lender has expressed an interest in evaluating debt financing opportunities, whether a potential lender has a history of participating in debt financing opportunities generally and with the Firm in particular, the size of the potential lender’s loan amount, the timing of the relevant cash requirement, the availability of other sources of financing, the creditworthiness of the lender, whether the potential lender has demonstrated a long-term or continuing commitment to the success of Blackstone, Blackstone Credit and their funds, and such other factors that Blackstone and Blackstone Credit deem relevant under the circumstances. The cost of debt alone is not determinative.
The Firm could have incentives to cause the Fund and its obligors to accept less favorable financing terms from a common shareholder, Other Clients, their portfolio companies, Blackstone, and other parties with material relationships with the Firm than it would from a third party. If the Fund or a portfolio company occupies a more senior position in the capital structure than a common shareholder, Other Client, their portfolio companies and other parties with material relationships with Blackstone, Blackstone could have an incentive to cause the Fund or portfolio company to offer more favorable financing terms to such parties. In the case of a related party financing between the Fund or its obligors, on the one hand, and Blackstone or Other Clients’ portfolio companies, on the other hand, to the extent permitted by the 1940 Act, the Adviser could, but is not obligated to, rely on a third party agent to confirm the terms offered by the counterparty are consistent with market terms, or the Adviser could instead rely on its own internal analysis, which the Adviser believes is often superior to third party analysis given the Firm’s scale in the market. If however any of the Firm, the Fund, an Other Client or any of their obligors or portfolio companies (as applicable) delegates to a third party, such as another member of a financing syndicate or a joint venture partner, the negotiation of the terms of the financing, the transaction will be assumed to be conducted on an arms-length basis, even though the participation of the Firm related vehicle impacts the market terms. For example, in the case of a loan extended to the Fund or a portfolio company by a financing syndicate in which an Other Client has agreed to participate on terms negotiated by a third party participant in the syndicate, it may have been necessary to offer better terms to the financing provider to fully subscribe the syndicate if the Other Client had not participated. It is also possible that the frequent participation of Other Clients in such syndicates could dampen interest among other potential financing providers, thereby lowering demand to participate in the syndicate and increasing the financing costs to the Fund. The Adviser does not believe either of these effects is significant, but no assurance can be given to common shareholders that these effects will not be significant in any circumstance. Unless required by applicable law, the Adviser will not seek any consent or approvals from common shareholders or the Board in the case of any of these conflicts.
The Firm could cause actions adverse to the Fund to be taken for the benefit of Other Clients that have made an investment more senior in the capital structure of a portfolio company than the Fund (e.g., provide financing to a portfolio company, the equity of which is owned by the Fund) and, vice versa, actions will, in certain circumstances, be taken for the benefit of the Fund and its obligors that are adverse to Other Clients. The Firm could seek to implement procedures to mitigate conflicts of interest in these situations such as (i) a forbearance of rights, including some or all non-economic rights, by the Fund or relevant Other Client (or their respective obligors or portfolio companies, as the case may be) by, for example, agreeing to follow the vote of a third party in the same tranche of the capital structure, or otherwise deciding to recuse itself with respect to decisions on defaults, foreclosures, workouts, restructurings and other similar matters, (ii) causing the Fund or relevant Other Client (or their respective obligors or portfolio companies, as the case may be) to hold only a non-controlling interest in any such portfolio company, (iii) retaining a third party loan servicer, administrative agent or other agent to make decisions on behalf of the Fund or relevant Other Client (or their respective obligors or portfolio companies, as the case may be), or (iv) create groups of personnel within the Firm separated by information barriers (which can be expected to be temporary and limited purpose in nature), each of which would advise one of the clients that has a conflicting position with other clients. As an example, to the extent an Other Client holds an interest in a loan or security that is different (including with respect to relative seniority) than those held by the Fund or its obligors, the Firm may decline to exercise, or delegate to a third party, certain control, foreclosure and other similar governance rights of the Other Client. In these cases, the Firm would generally act on behalf of one of its clients, though the other client would generally retain certain control rights, such as the right to consent to certain actions taken by the trustee or administrative or other agent of the investment, including a release, waiver, forgiveness or reduction of any claim for principal or interest; extension of maturity date or due date of any payment of any principal or interest; release or substitution of any material collateral; release, waiver, termination or modification of any material provision of any guaranty or indemnity; subordination of any lien; and release, waiver or permission with respect to any covenants.
In connection with negotiating loans and bank financings in respect of Blackstone Credit-sponsored transactions, Blackstone Credit will generally obtain the right to participate (for its own account or an Other Client) in a portion of the financings with respect to such Blackstone Credit-sponsored transactions on the same terms negotiated by third parties with the Firm or other terms the Adviser determines to be consistent with the market. Although the Firm could rely on third parties to verify market terms, the Firm may nonetheless have influence on such third parties. No assurance can be given that negotiating with a third party, or verification of market terms by a third party, will ensure that the Fund and its obligors receive market terms.
In addition, it is anticipated that in a bankruptcy proceeding the Fund’s interests will likely be subordinated or otherwise adverse to the interests of Other Clients with ownership positions that are more senior to those of the Fund. For example, an Other Client that has provided debt financing to an investment of the Fund may take actions for its benefit, particularly if the Fund’s Investment is in financial distress, which adversely impact the value of the Fund’s subordinated interests.
Although Other Clients can be expected to provide financing to the Fund and its obligors subject to the requirements of the 1940 Act, there can be no assurance that any Other Client will indeed provide any such financing with respect to any particular Investment. Participation by Other Clients in some but not all financings of the Fund and its obligors may adversely impact the ability of the Fund and its obligors to obtain financing from third parties when Other Clients do not participate, as it may serve as a negative signal to market participants.
Any financing provided by a common shareholder or an affiliate to the Fund or a portfolio company is not a capital contribution to the Fund.
Conflicting Fiduciary Duties to Debt Funds. Other Clients include funds and accounts that make investments in senior secured loans, distressed debt, subordinated debt, high-yield securities, commercial mortgage-backed securities and other debt instruments. As discussed above, it is expected that these Other Clients or investors therein will be offered the opportunity, subject to applicable law, to provide financing with respect to investments made by the Fund and its obligors. The Firm owes a fiduciary duty to these Other Clients as well as to the Fund and will encounter conflicts in the exercise of these duties. For example, if an Other Client purchases high-yield securities or other debt instruments of a portfolio company of the Fund, or otherwise occupies a senior (or other different) position in the capital structure of an investment relative to the Fund, the Firm will encounter conflicts in providing advice to the Fund and to these Other Clients with regard to appropriate terms of such high-yield securities or other instruments, the enforcement of covenants, the terms of recapitalizations and the resolution of workouts or bankruptcies, among other matters. More commonly, the Fund could hold an investment that is senior in the capital structure, such as a debt instrument, to an Other Client. Although measures described above in “Related Financing Counterparties” above can mitigate these conflicts, they cannot completely eliminate them.
Similarly, certain Other Clients can be expected to invest in securities of publicly traded companies that are actual or potential investments of the Fund or its obligors. The trading activities of those vehicles may differ from or be inconsistent with activities that are undertaken for the account of the Fund or its obligors in any such securities or related securities. In addition, the Fund may not pursue an investment in a portfolio company otherwise within the investment strategy of the Fund as a result of such trading activities by Other Clients.
Other Blackstone and Blackstone Credit Clients; Allocation of Investment Opportunities. Certain inherent conflicts of interest arise from the fact that the Adviser, Blackstone Credit and Blackstone provide investment management, advisory and sub-advisory services to the Fund and Other Clients.
The respective investment programs of the Fund and the Other Clients may or may not be substantially similar. Blackstone Credit and/or Blackstone may give advice to, and recommend securities for, Other Clients that may differ from advice given to, or securities recommended or bought for, the Fund, even though their investment objectives may be the same as or similar to those of the Fund. While Blackstone Credit will seek to manage potential conflicts of interest in a fair and equitable manner, the portfolio strategies employed by Blackstone Credit and Blackstone in managing their respective Other Clients are likely to conflict from time to time with the transactions and strategies employed by the Adviser in managing the Fund and may affect the prices and availability of the securities and instruments in which the Fund invests. Conversely, participation in specific investment opportunities may be appropriate, at times, for both the Fund and Other Clients. In any event, it is the policy of Blackstone Credit to allocate investment opportunities and sale opportunities on a basis deemed by Blackstone Credit, in its sole discretion, to be fair and equitable over time.
Allocation Methodology Considerations
Blackstone Credit will share any investment and sale opportunities with such Other Clients and the Fund in accordance with the Advisers Act, and Firm-wide allocation policies, which generally provide for sharing pro rata based on targeted acquisition size or targeted sale size.
Notwithstanding the foregoing, Blackstone Credit may also consider the following factors in making any allocation determinations, and such factors may result in a different allocation of investment and/or sale opportunities: (i) the risk-return and target return profile of the proposed investment relative to the Fund’s and the Other Clients’ current risk profiles; (ii) the Fund’s and/or the Other Clients’ investment guidelines, restrictions, terms and objectives, including whether such objectives are considered solely in light of the specific investment under consideration or in the context of the respective portfolios’ overall holdings; (iii) the need to re-size risk in the Fund’s or the Other Clients’ portfolios (including the potential for the proposed investment to create an industry, sector or issuer imbalance in the Fund’s and Other Clients’ portfolios, as applicable) and taking into account any existing non-pro rata investment positions in the portfolio of the Fund and Other Clients; (iv) liquidity considerations of the Fund and the Other Clients, including during a ramp-up or wind-down of one or more of the Fund or such Other Clients, proximity to the end of the Fund’s or Other Clients’ specified term or investment period, any redemption/withdrawal requests, anticipated future contributions and available cash; (v) legal, tax, accounting, political, national security and other consequences; (vi) regulatory or contractual restrictions or consequences (including, without limitation, requirements under the 1940 Act and any related rules, orders, guidance or other authority applicable to the Fund or Other Blackstone Credit Clients); (vii) avoiding a de minimis or odd lot allocation; (viii) availability and degree of leverage and any requirements or other terms of any existing leverage facilities; (ix) the Fund’s or Other Clients’ investment focus on a classification attributable to an investment or issuer of an investment, including, without limitation, investment strategy, geography, industry or business sector; (x) the nature and extent of involvement in the transaction on the part of the respective teams of investment professionals dedicated to the Fund or such Other Clients; (xi) the management of any actual or potential conflict of interest; (xii) with respect to investments that are made available to Blackstone Credit by counterparties pursuant to negotiated trading platforms (e.g., ISDA contracts), the absence of such relationships which may not be available to the Fund and all Other Clients; (xiii) available capital of the Fund and the Other Clients, (xiv) primary and permitted investment strategies, guidelines, liquidity positions and requirements, and objectives of the Fund and the Other Clients, including, without limitation, with respect to Other Clients that expect to invest in or alongside other funds or across asset classes based on expected return (such as certain managed accounts with similar investment strategies and objectives), (xv) sourcing of the investment, (xvi) the specific nature (including size, type, amount, liquidity, holding period, anticipated maturity and minimum investment criteria) of the investment, (xvii) expected investment return, (xviii) expected cash characteristics (such as cash-on-cash yield, distribution rates or volatility of cash flows), (xix) capital expenditure required as part of the investment, (xx) portfolio diversification and concentration concerns (including, but not limited to, whether a particular fund already has its desired exposure to the investment, sector, industry, geographic region or markets in question), (xxi) relation to existing investments in a fund, if applicable (e.g., “follow on” to existing investment, joint venture or other partner to existing investment, or same security as existing investment), and (xxii) any other considerations deemed relevant by Blackstone Credit in good faith.
Blackstone Credit shall not have any obligation to present any investment opportunity (or portion of any investment opportunity) to the Fund if Blackstone Credit determines in good faith that such opportunity (or portion thereof) should not be presented to the Fund for any one or a combination of the reasons specified above, or if Blackstone Credit is otherwise restricted from presenting such investment opportunity to the Fund.
In addition, Blackstone Credit has received an exemptive order from the SEC that permits certain existing and future funds regulated under the 1940 Act (each, a “Regulated Fund”) that are Other Blackstone Credit Clients, among other things, to co-invest with certain other persons, including certain affiliates of Blackstone Credit, and certain funds managed and controlled by Blackstone Credit and its affiliates, including the Fund and Other Blackstone Credit Clients, subject to certain terms and conditions. For so long as any privately negotiated investment opportunity falls within certain established investment criteria of one or more Regulated Funds, such investment opportunity shall also be offered to such Regulated Fund(s). In the event that the aggregate targeted investment sizes of the Fund, such Other Blackstone Credit Clients and such Regulated Fund(s) that are allocated an investment opportunity exceed the amount of such investment opportunity, allocation of such investment opportunity to each of the Fund and, such Other Blackstone Credit Clients and Regulated Fund(s) will be reduced proportionately based on their respective “available capital” as defined in the exemptive order, which may result in allocation to the Fund in an amount less than what it would otherwise have been if such Regulated Fund(s) did not participate in such investment opportunity. The exemptive order also restricts the ability of the Fund (or any such Other Blackstone Credit fund) from investing in any privately negotiated investment opportunity alongside a Regulated Fund except at the same time and on same terms, as described in the exemptive order. As a result, the Fund may be unable to make investments in different parts of the capital structure of the same issuer in which a Regulated Fund has invested or seeks to invest, and Regulated Funds may be unable to make investments in different parts of the capital structure of the same issuer in which the Fund has invested or seeks to invest. The rules promulgated by the SEC under the 1940 Act, as well as any related guidance from the SEC and/or the terms of the exemptive order itself, are subject to change, and Blackstone Credit could undertake to amend the exemptive order (subject to SEC approval), obtain additional exemptive relief, or otherwise be subject to other requirements in respect of co-investments involving the Fund, any Other Blackstone Credit Client and any Regulated Funds, any of which may impact the amount of any allocation made available to Regulated Funds and thereby affect (and potentially decrease) the allocation made to the Fund.
Moreover, with respect to Blackstone Credit’s ability to allocate investment opportunities, including where such opportunities are within the common objectives and guidelines of the Fund and one or more Other Clients (which allocations are to be made on a basis that Blackstone Credit believes in good faith to be fair and reasonable), Blackstone Credit and Blackstone have established general guidelines and policies, which it may update from time to time, for determining how such allocations are to be made, which, among other things, set forth principles regarding what constitutes “debt” or “debt-like” investments, criteria for defining “control-oriented equity” or “infrastructure” investments, guidance regarding allocation for certain types of investments (e.g., distressed energy) and other matters. In addition, certain Other Clients may receive certain priority or other allocation rights with respect to certain investments, subject to various conditions set forth in such Other Clients’ respective governing agreements. The application of those guidelines and conditions may result in the Fund or Other Clients not participating (and/or not participating to the same extent) in certain investment opportunities in which they would have otherwise participated had the related allocations been determined without regard to such guidelines and conditions and based only on the circumstances of those particular investments. Additionally, investment opportunities sourced by Blackstone Credit will be allocated in accordance with Blackstone’s and Blackstone Credit’s allocation policies, which may provide that investment opportunities will be allocated in whole or in part to other business units of the Firm on a basis that Blackstone and Blackstone Credit believe in good faith to be fair and reasonable, based on various factors, including the involvement of the respective teams from Blackstone Credit and such other business units. It should also be noted that investment opportunities sourced by business units of the Firm other than Blackstone Credit will be allocated in accordance with such business units’ allocation policies, which will result in such investment opportunities being allocated, in whole or in part, away from Blackstone Credit, the Fund and Other Blackstone Credit Clients.
When Blackstone Credit determines not to pursue some or all of an investment opportunity for the Fund that would otherwise be within the Fund’s objectives and strategies, and Blackstone or Blackstone Credit provides the opportunity or offers the opportunity to Other Clients, Blackstone or Blackstone Credit, including their personnel (including Blackstone Credit personnel), can be expected to receive compensation from the Other Clients, whether or not in respect of a particular investment, including an allocation of carried interest or referral fees, and any such compensation could be greater than amounts paid by the Fund to Blackstone Credit. As a result, Blackstone Credit (including Blackstone Credit personnel who receive such compensation) could be incentivized to allocate investment opportunities away from the Fund to or source investment opportunities for Other Clients. In addition, in some cases Blackstone or Blackstone Credit can be expected to earn greater fees when Other Clients participate alongside or instead of the Fund in an Investment.
Blackstone Credit makes good faith determinations for allocation decisions based on expectations that will, in certain circumstances, prove inaccurate. Information unavailable to Blackstone Credit, or circumstances not foreseen by Blackstone Credit at the time of allocation, may cause an investment opportunity to yield a different return than expected. Conversely, an investment that Blackstone Credit expects to be consistent with the Fund’s objectives will, in certain circumstances, fail to achieve them.
The Adviser may, but will be under no obligation to, provide co-investment opportunities relating to investments made by the Fund to common shareholders, Other Clients, and investors of such Other Clients, subject to the Fund’s exemptive relief and the 1940 Act. Such co-investment opportunities may be offered to such parties in the Adviser’s discretion, subject to the Fund’s exemptive relief. From time to time, Blackstone Credit may form one or more funds or accounts to co-invest in transactions with the Fund (or transactions alongside any of the Fund and one or more Other Clients). Furthermore, for the avoidance of doubt, to the extent that the Fund has received its target amount in respect of an investment opportunity, any remaining portion of such investment opportunity initially allocated to the Fund may be allocated to Other Clients or to co-investors in Blackstone Credit’s discretion pursuant to the Fund’s exemptive relief.
Orders may be combined for the Fund and all other participating Other Clients, and if any order is not filled at the same price, they may be allocated on an average price basis. Similarly, if an order on behalf of more than one account cannot be fully executed under prevailing market conditions, securities may be allocated among the different accounts on a basis that Blackstone Credit or its affiliates consider equitable.
There may be circumstances, including in the case where there is a seller who is seeking to dispose of a pool or combination of assets, properties, securities or instruments, where the Fund and Other Clients participate, subject to applicable law, in a single or related transactions with a particular seller where certain of such assets, properties, securities or instruments are specifically allocated (in whole or in part) to any of the Fund and such Other Clients. The allocation of such specific items generally would be based on the Adviser’s determination of, among other things, the expected returns for such items, and in any such case the combined purchase price paid to a seller would be allocated among the multiple assets, properties, securities or instruments based on a determination by the seller, by a third-party valuation firm and/or by the Adviser and its affiliates. Additionally, it can be expected that the Firm will, from time to time, enter into arrangements or strategic relationships with third parties, including other asset managers, financial firms or other businesses or companies, that, among other things, provide for referral, sourcing or sharing of investment opportunities. Blackstone or Blackstone Credit may, in certain circumstances, pay management fees and performance-based compensation in connection with such arrangements. Blackstone or Blackstone Credit may also provide for or receive reimbursement of certain expenses incurred or received in connection with these arrangements, including diligence expenses and general overhead, administrative, deal sourcing and related corporate expenses. The amount of such reimbursements may relate to allocations of co-investment opportunities and increase if certain co-investment allocations are not made. While it is possible that the Fund will, along with the Firm itself, benefit from the existence of those arrangements and/or relationships, it is also possible that investment opportunities that would otherwise be presented to or made by the Fund would instead be referred (in whole or in part) to such third party, or, as indicated above, to other third parties, either as a contractual obligation or otherwise, resulting in fewer opportunities (or reduced allocations) being made available to the Fund and/or common shareholders. This means that co-investment opportunities that are sourced by the Fund may be allocated to investors that are not common shareholders. For example, a firm with which the Firm has entered into a strategic relationship may be afforded with “first-call” rights on a particular category of investment opportunities, although there is not expected to be substantial overlap in the investment strategies and/or objectives between the Fund and any such firm.
Certain Investments Inside the Fund’s Strategy that are not Pursued by the Fund. Under certain circumstances, Blackstone or Blackstone Credit can be expected to determine not to pursue some or all of an investment opportunity within the Fund’s strategy, including without limitation, as a result of business, reputational or other reasons applicable to the Fund, Other Clients, their respective obligors or portfolio companies or Blackstone. In addition, Blackstone Credit will, in certain circumstances, determine that the Fund should not pursue some or all of an investment opportunity, including, by way of example and without limitation, because the Fund has already invested sufficient capital in the investment, sector, industry, geographic region or markets in question, as determined by Blackstone Credit in its sole discretion, or the investment is not appropriate for the Fund for other reasons as determined by Blackstone Credit in its sole discretion. In any such case Blackstone or Blackstone Credit could, thereafter, offer such opportunity to other parties, including Other Clients or portfolio companies or limited partners or common shareholders of the Fund or Other Clients, joint venture partners, related parties or third parties. Any such Other Clients may be advised by a different Blackstone or Blackstone Credit business group with a different investment committee, which could determine an investment opportunity to be more attractive than Blackstone Credit believes to be the case. In any event, there can be no assurance that Blackstone Credit’s assessment will prove correct or that the performance of any investments actually pursued by the Fund will be comparable to any investment opportunities that are not pursued by the Fund. Blackstone and Blackstone Credit, including their personnel, may receive compensation from any such party that makes the investment, including an allocation of carried interest or referral fees, and any such compensation could be greater than amounts paid by the Fund to Blackstone Credit. In some cases, Blackstone or Blackstone Credit earns greater fees when Other Clients participate alongside or instead of the Fund in an Investment.
Cross Transactions. Situations may arise where certain assets held by the Fund may be transferred to Other Clients and vice versa. Such transactions will be conducted in accordance with, and subject to, the Adviser’s contractual obligations to the Fund and applicable law, including the 1940 Act.
Fund Co-Investment Opportunities. As a registered investment company under the 1940 Act, the Fund is subject to certain limitations relating to co-investments and joint transactions with affiliates, which likely will in certain circumstances limit the Fund’s ability to make investments or enter into other transactions alongside the Other Clients. There can be no assurance that such regulatory restrictions will not adversely affect the Fund’s ability to capitalize on attractive investment opportunities. However, subject to the 1940 Act and any applicable co-investment order issued by the SEC, the Fund may co-invest with Other Clients (including co-investment or other vehicles in which the Firm or its personnel invest and that co-invest with such Other Clients) in investments that are suitable for the Fund and one or more of such Other Clients. Even if the Fund and any such Other Clients and/or co-investment or other vehicles invest in the same securities, conflicts of interest may still arise.
The Fund has received an exemptive order from the SEC that permits it, among other things, to co-invest with certain other persons, including certain affiliates of the Adviser and certain funds managed and controlled by the Adviser and its affiliates, subject to certain terms and conditions. Such order may restrict the Fund’s ability to enter into follow-on investments or other transactions. Pursuant to such order, the Fund may co-invest in a negotiated deal with certain affiliates of the Adviser or certain funds managed and controlled by the Adviser and its affiliates, subject to certain terms and conditions. The Fund may also receive an allocation in such a deal alongside affiliates pursuant to other mechanisms to the extent permitted by the 1940 Act.
Investments in Portfolio Companies Alongside Other Clients. From time to time, the Fund will co-invest with Other Clients (including co-investment or other vehicles in which the Firm or its personnel invest and that co-invest with such Other Clients) in investments that are suitable for both the Fund and such Other Clients, as permitted by applicable law and/or any applicable SEC-granted order. Even if the Fund and any such Other Clients invest in the same securities or loans, conflicts of interest may still arise. For example, it is possible that as a result of legal, tax, regulatory, accounting or other considerations, the terms of such investment (and divestment thereof) (including with respect to price and timing) for the Fund and such other funds and vehicles may not be the same. Additionally, the Fund and such Other Clients and/or vehicles will generally have different investment periods and/or investment objectives (including return profiles) and Blackstone Credit, as a result, may have conflicting goals with respect to the price and timing of disposition opportunities. Such Other Clients may also have certain governance rights for legal, regulatory or other reasons that the Fund will not have. As such, subject to applicable law and any applicable order issued by the SEC, the Fund and/or such Other Clients may dispose of any such shared investment at different times and on different terms.
Debt Financings in connection with Acquisitions and Dispositions. The Fund may from time to time provide financing as part of a third party purchaser’s bid for, or acquisition of, a portfolio entity or the underlying assets thereof owned by one or more Other Clients. This generally would include the circumstance where the Fund is making commitments to provide financing at or prior to the time such third party purchaser commits to purchase such investments or assets from one or more Other Clients. The Fund may also make investments and provide debt financing with respect to obligors in which Other Clients and/or affiliates hold or propose to acquire an interest, including when such investments or debt financing would result in the repayment of an Other Client’s existing investment. While the terms and conditions of any such arrangements will generally be at arm’s length and negotiated on a case by case basis, the involvement of the Fund and/or such Other Clients or affiliates may affect the terms of such transactions or arrangements and/or may otherwise influence the applicable management company’s decisions with respect to the management of the Fund and/or such Other Clients or the relevant portfolio company, which may give rise to potential or actual conflicts of interest and which could adversely impact the Fund.
Firm Involvement in Financing of Third Party Dispositions by the Fund. The Fund may from time to time dispose of all or a portion of an investment by way of accepting a third-party purchaser’s bid where the Firm or one or more Other Clients is providing financing as part of such bid or acquisition of the investment or underlying assets thereof. This generally would include the circumstance where the Firm or one or more Other Clients is making commitments to provide financing at or prior to the time such third-party purchaser commits to purchase such investments or assets from the Fund. Such involvement of the Firm or one or more Other Clients as such a provider of debt financing in connection with the potential acquisition of portfolio investments by third parties from the Fund may give rise to potential or actual conflicts of interest.
Material, Non-Public Information. Blackstone Credit will come into possession of confidential information with respect to an Issuer. Blackstone Credit may be restricted from buying, originating or selling securities, loans of, or derivatives with respect to, the issuer on behalf of the Fund until such time as the information becomes public or is no longer deemed material such that it would preclude the Fund from participating in an investment. Disclosure of such information to the Adviser’s personnel responsible for the affairs of the Fund will be on a need-to-know basis only, and the Fund may not be free to act for the Fund upon any such information. Therefore, the Fund may not have access to confidential information in the possession of Blackstone Credit that might be relevant to an investment decision to be made for the Fund. In addition, Blackstone Credit, in an effort to avoid buying or selling restrictions on behalf of the Fund or Other Blackstone Credit Clients, may choose to forego an opportunity to receive (or elect not to receive) information that other market participants or counterparties, including those with the same positions in the issuer as the Fund, are eligible to receive or have received, even if possession of such information would otherwise be advantageous to the Fund.
In addition, affiliates of Blackstone Credit within Blackstone may come into possession of confidential information with respect to an issuer. Blackstone Credit may be restricted from buying, originating or selling securities, loans of, or derivatives with respect to, the issuer on behalf of the Fund if the Firm deemed such restriction appropriate. Disclosure of such information to the Adviser’s personnel responsible for the affairs of the Fund will be on a need-to-know basis only, and the Fund may not be free to act upon any such information. Therefore, the Fund may not have access to confidential information in the possession of the Firm that might be relevant to an investment decision to be made by the Fund. Accordingly, the Fund may not be able to initiate a transaction that it otherwise might have initiated and may not be able to sell an investment that it otherwise might have sold.
Break-up and other Similar Fees. Break-up or topping fees with respect to the Fund’s investments can be paid to Blackstone Credit. Alternatively, the Fund could receive the break-up or topping fees directly. Break-up or topping fees paid to Blackstone Credit or the Fund in connection with a transaction could be allocated, or not, to Other Clients or co-investment vehicles that invest (or are expected to invest) alongside the Fund, as determined by Blackstone Credit to be appropriate in the circumstances. Generally, Blackstone Credit would not allocate break-up or topping fees with respect to a potential investment to the Fund, an Other Client or co-investment vehicle unless such person would also share in broken deal expenses related to the potential investment. In the case of fees for services as a director of a portfolio company, the management fee will not be reduced to the extent any Firm personnel continues to serve as a director after the Fund has exited (or is in the process of exiting) the applicable portfolio company and/or following the termination of such employee’s employment with the Firm. For the avoidance of doubt, although the financial advisory and restructuring business of Blackstone has been spun out, to the extent any investment banking fees, consulting (including management consulting) fees, syndication fees, capital markets syndication and advisory fees (including underwriting fees), origination fees, servicing fees, healthcare consulting / brokerage fees, fees relating to group purchasing, financial advisory fees and similar fees for arranging acquisitions and other major financial restructurings, loan servicing and/or other types of insurance fees, operations fees, financing fees, fees for asset services, title insurance fees, data management and services fees or payments and other similar fees and annual retainers (whether in cash or in kind) are received by Blackstone, such fees will not be required to be shared with the Fund or the common shareholders and will not reduce the management fee payable by the Fund.
Broken Deal Expenses. Any expenses that may be incurred by the Fund for actual investments as described herein may also be incurred by the Fund with respect to broken deals (i.e., investments that are not consummated). Blackstone Credit is not required to and in most circumstances will not seek reimbursement of broken deal expenses (i.e., expenses incurred in pursuit of an investment that is not consummated) from third parties, including counterparties to the potential transaction or potential co-investors. Examples of such broken deal expenses include, but are not limited to, reverse termination fees, extraordinary expenses such as litigation costs and judgments, travel and entertainment expenses incurred, costs of negotiating co-investment documentation, and legal, accounting, tax and other due diligence and pursuit costs and expenses. Any such broken deal expenses could, in the sole discretion of Blackstone Credit, be allocated solely to the Fund and not to Other Clients or co-investment vehicles that could have made the investment, even when the Other Client or co-investment vehicle commonly invests alongside the Fund in its investments or the Firm or Other Clients in their investments. In such cases, the Fund’s shares of expenses would increase. In the event broken deal expenses are allocated to an Other Client or a co-investment vehicle, Blackstone Credit will, in certain circumstances, advance such fees and expenses without charging interest until paid by the Other Client or co-investment vehicle, as applicable.
Other Firm Business Activities. The Firm, Other Clients, their obligors/portfolio companies, and personnel and related parties of the foregoing will receive fees and compensation, including performance-based and other incentive fees, for products and services provided to the Fund and its obligors, such as fees for asset and property management; investment management, underwriting, syndication or refinancing of a loan or investment; loan servicing; special servicing; administrative services; advisory services on purchase or sale of an asset or company; advisory services; investment banking and capital markets services; placement agent services; fund administration; internal legal and tax planning services; information technology products and services; insurance procurement; brokerage solutions and risk management services; data extraction and management products and services; and other products and services (including but not limited to restructuring, consulting, monitoring, commitment, syndication, origination, organization and financing, and divestment services). Such parties will also provide products and services for fees to the Firm, Other Clients and their obligors/portfolio companies, and their personnel and related parties, as applicable, as well as third parties. Through its Innovations group, Blackstone incubates businesses that can be expected to provide goods and services to the Fund (subject to the requirements of the 1940 Act and applicable guidance) and Other Clients and their obligors/portfolio companies, as well as other Firm-related parties and third parties. By contracting for a product or service from a business related to the Firm, the Fund and its obligors would provide not only current income to the business and its stakeholders, but could also create significant enterprise value in them, which would not be shared with the Fund or common shareholders and could benefit the Firm directly and indirectly. Also, the Firm, Other Clients and their obligors/portfolio companies, and their personnel and related parties may receive compensation or other benefits, such as through additional ownership interests or otherwise, directly related to the consumption of products and services by the Fund and its obligors. The Fund and its obligors will incur expense in negotiating for any such fees and services, which will be treated as Fund Expenses. In addition, the Firm may receive fees associated with capital invested by co-investors relating to investments in which the Fund participates or otherwise, in connection with a joint venture in which the Fund participates (subject to the 1940 Act) or otherwise with respect to assets or other interests retained by a seller or other commercial counterparty with respect to which the Firm performs services. Finally, the Firm and its personnel and related parties may also receive compensation in connection with referrals and related activities of such business incubated by the Blackstone Innovations group.
Blackstone Credit, Other Clients and their portfolio companies, and their affiliates, personnel and related parties could continue to receive fees, including performance-based or incentive fees, for the services described in the preceding paragraphs with respect to investments sold by the Fund or a portfolio company to a third party buyer after the sale is consummated. Such post-disposition involvement will give rise to potential or actual conflicts of interest, particularly in the sale process. Moreover, Blackstone Credit, Other Clients and their portfolio companies, and their affiliates, personnel and related parties may acquire a stake in the relevant asset as part of the overall service relationship, at the time of the sale or thereafter.
Blackstone Credit does not have any obligation to ensure that fees for products and services contracted by the Fund or its obligors are at market rates unless the counterparty is considered an affiliate of the Firm and given the breadth of the Firm’s investments and activities Blackstone Credit may not be aware of every commercial arrangement between the Fund and its obligors, on the one hand, and the Firm, Other Clients and their obligors/portfolio companies, and personnel and related parties of the foregoing, on the other hand.
Except as set forth above, the Fund and common shareholders will not receive the benefit (e.g., through a reduction to the management fee or otherwise) of any fees or other compensation or benefit received by Blackstone Credit, its affiliates or their personnel and related parties. (See also “—Service Providers, Vendors and Other Counterparties Generally” and “—Other Firm Business Activities.”)
Securities and Lending Activities. Blackstone, its affiliates and their related parties and personnel will from time to time participate in underwriting or lending syndicates with respect to current or potential portfolio companies, or may otherwise act as arrangers of financing, including with respect to the public offering and/or private placement of debt or equity securities issued by, or loan proceeds borrowed by the Fund and its obligors, or otherwise in arranging financing (including loans) for such obligors or advise on such transactions. Such underwritings or engagements may be on a firm commitment basis or may be on an uncommitted “best efforts” basis, and the underwriting or financing parties are under no duty to provide any commitment unless specifically set forth in the relevant contract. Blackstone can be expected to also provide placement or other similar services to purchasers or sellers of securities, including loans or instruments issued by portfolio companies. There may also be circumstances in which the Fund commits to purchase any portion of such issuance from the portfolio company that a Blackstone broker-dealer intends to syndicate to third parties. As a result thereof, subject to the limitations of the 1940 Act, Blackstone may receive commissions or other compensation, thereby creating a potential conflict of interest. This could include, by way of example, fees and/or commissions for equity syndications to co-investment vehicles. In certain cases, subject to the limitations of the 1940 Act, a Blackstone broker-dealer will from time to time act as the managing underwriter or a member of the underwriting syndicate or broker for the Fund or its obligors, or as dealer, broker or advisor to a counterparty to the Fund or a portfolio company and purchase securities from or sell securities to the Fund, Other Clients or obligors/portfolio companies of the Fund or Other Clients or advise on such transactions. Blackstone will also from time to time, on behalf of the Fund or other parties to a transaction involving the Fund or its obligors, effect transactions, including transactions in the secondary markets that result in commissions or other compensation paid to Blackstone by the Fund or its obligors or the counterparty to the transaction, thereby creating a potential conflict of interest. This could include, by way of example, fees and/or commissions for equity syndications to co-investment vehicles. Subject to applicable law, Blackstone will from time to time receive underwriting fees, discounts, placement commissions, loan modification or restructuring fees, servicing fees, capital markets advisory fees, lending arrangement fees, asset/property management fees, insurance (including title insurance) fees and consulting fees, monitoring fees, commitment fees, syndication fees, origination fees, organizational fees, operational fees, loan servicing fees, and financing and divestment fees (or, in each case, rebates in lieu of any such fees, whether in the form of purchase price discounts or otherwise, even in cases where Blackstone, an Other Client or its portfolio companies are purchasing debt) or other compensation with respect to the foregoing activities, which are not required to be shared with the Fund. In addition, the management fee with respect to the Fund generally will not be reduced by such amounts. Therefore, Blackstone will from time to time have a potential conflict of interest regarding the Fund and the other parties to those transactions to the extent it receives commissions, discounts or other compensation from such other parties. The Board, in its sole discretion, will approve any transactions, subject to the limitations of the 1940 Act, in which a Blackstone broker-dealer acts as an underwriter, as broker for the Fund, or as dealer, broker or advisor, on the other side of a transaction with the Fund only where the Board believes that such transactions are appropriate for the Fund and, by investing in Common Shares, a common shareholder consents to all such transactions, along with the other transactions involving conflicts of interest described herein, to the fullest extent permitted by law.
When Blackstone serves as underwriter with respect to securities of the Fund or its obligors, the Fund and such obligors could from time to time be subject to a “lock-up” period following the offering under applicable regulations during which time the Fund or portfolio company would be unable to sell any securities subject to the “lock-up.” This may prejudice the ability of the Fund and its obligors to dispose of such securities at an opportune time. In addition, Blackstone Capital Markets may serve as underwriter in connection with the sale of securities by the Fund or its obligors. Conflicts may arise because such engagement would result in Blackstone Capital Markets receiving selling commissions or other compensation in connection with such sale. (See also “—Obligor/Portfolio Company Relationships Generally” below.)
PJT Partners Inc. On October 1, 2015, Blackstone spun off its financial and strategic advisory services, restructuring and reorganization advisory services, and its Park Hill fund placement businesses and combined these businesses with PJT Partners Inc. (“PJT”), an independent financial advisory firm founded by Paul J. Taubman. While the combined business operates independently from Blackstone and is not an affiliate thereof, it is expected that there will be substantial overlapping ownership between Blackstone and PJT for a considerable period of time going forward. Therefore, conflicts of interest will arise in connection with transactions between or involving the Fund and its obligors, on the one hand, and PJT, on the other. The pre-existing relationship between Blackstone and its former personnel involved in financial and strategic advisory services at PJT, the overlapping ownership and co-investment and other continuing arrangements between PJT and Blackstone may influence Blackstone Credit to select or recommend PJT to perform services for the Fund or its obligors, the cost of which will generally be borne directly or indirectly by the Fund. Given that PJT is no longer an affiliate of Blackstone, Blackstone Credit and its affiliates will be free to cause the Fund and portfolio companies to transact with PJT generally without restriction under the applicable governing documents, notwithstanding the relationship between Blackstone and PJT.
Obligor/Portfolio Company Relationships Generally. The Fund’s obligors are expected to be counterparties to or participants in agreements, transactions or other arrangements with portfolio companies of Other Clients or other Blackstone affiliates for the provision of goods and services, purchase and sale of assets and other matters. Although the Firm may determine that such agreements, transactions or other arrangements are consistent with the requirements of such Other Clients’ offering and/or governing agreements, such agreements, transactions or other arrangements may not have otherwise been entered into but for the affiliation with Blackstone Credit and/or Blackstone. These agreements, transactions or other agreements involve fees, commissions, servicing payments and/or discounts to Blackstone Credit, any Blackstone affiliate (including personnel) or a portfolio company, none of which reduce the management fee payable by the Fund). For example, the Firm may cause, or offer the opportunity to, portfolio companies to enter into agreements regarding group procurement (such as the group purchasing organization), benefits management, purchase of title and/or other insurance policies (which may be pooled across portfolio companies and discounted due to scale) and other operational, administrative or management related matters from a third party or a Firm affiliate, and other similar operational initiatives that may result in commissions or similar payments, including related to a portion of the savings achieved by the portfolio company. Such agreements, transactions or other arrangements may be entered into without the consent or direct involvement of the Fund and/or such Other Client or the consent of the Board and/or the common shareholders of the Fund or such Other Client (including, without limitation, in the case of minority and/or non-controlling investments by the Fund in such portfolio companies or the sale of assets from one portfolio company to another) and/or such Other Client. In any such case, the Fund may not be involved in the negotiation process, and there can be no assurance that the terms of any such agreement, transaction or other arrangement will be as favorable to the Fund as otherwise would be the case if the counterparty were not related to the Firm.
In addition, it is possible that certain portfolio companies of Other Clients or companies in which Other Clients have an interest will compete with the Fund for one or more investment opportunities and/or engage in activities that may have adverse consequences on the Fund and/or its obligors. As an example of the latter, the laws and regulations of certain jurisdictions (e.g., bankruptcy, environmental, consumer protection and/or labor laws) may not recognize the segregation of assets and liabilities as between separate entities and may permit recourse against the assets of not just the entity that has incurred the liabilities, but also the other entities that are under common control with, or part of the same economic group as, such entity. In such circumstances, the assets of the Fund and/or its obligors may be used to satisfy the obligations or liabilities of one or more Other Clients, their portfolio companies and/or affiliates.
In addition, Blackstone and affiliates of Blackstone may also establish other investment products, vehicles and platforms focusing on specific asset classes or industry sectors that fall within the Fund’s investment strategy, which may compete with the Fund for investment opportunities (it being understood that such arrangements may give rise to conflicts of interest that may not necessarily be resolved in favor of the Fund).
Certain portfolio companies may have established or invested in, or may in the future establish or invest in, vehicles that are managed exclusively by the portfolio company (and not the Fund or the Firm or any of its affiliates) and that invest in asset classes or industry sectors (such as cyber security) that fall within the Fund’s investment strategy. Such vehicles, which may not be considered affiliates of the Firm and would not be subject to the Firm’s policies and procedures, may compete with the Fund for investment opportunities. Portfolio companies and affiliates of the Firm may also establish other investment products, vehicles and platforms focusing on specific asset classes or industry sectors (such as reinsurance) that may compete with the Fund for investment opportunities (it being understood that such arrangements may give rise to conflicts of interest that may not necessarily be resolved in favor of the Fund). In addition, the Fund may hold non-controlling interests in certain portfolio companies and, as a result, such portfolio companies could engage in activities outside of the Fund’s control that may have adverse consequences on the Fund and/or its other obligors.
In addition, the Firm has also entered into an investment management arrangement whereby it provides investment management services to Fidelity & Guaranty Life Insurance Company (a portfolio company of certain Other Clients), which will involve investments across a variety of asset classes (including investments that may otherwise be appropriate for the Fund), and in the future the Firm will likely enter into similar arrangements with other portfolio companies or other insurance companies. Such arrangements may reduce the allocations of investments to the Fund, and the Firm may be incentivized to allocate investments away from the Fund to the counterparties to such investment management arrangements or other vehicles/accounts to the extent the economic arrangements related thereto are more favorable to the Firm relative to the terms of the Fund.
Further, obligors with respect to which the Fund may elect members of the board of directors may, as a result, subject the Fund and/or such directors to fiduciary obligations to make decisions that they believe to be in the best interests of any such portfolio company. Although in most cases the interests of the Fund and any such portfolio company will be aligned, this may not always be the case. This may create conflicts of interest between the relevant director’s obligations to any such portfolio company and its stakeholders, on the one hand, and the interests of the Fund, on the other hand. Although Blackstone Credit will generally seek to minimize the impact of any such conflicts, there can be no assurance they will be resolved favorably for the Fund.
Obligor/Portfolio Company Service Providers and Vendors. Subject to applicable law, the Fund, Other Clients, obligors/portfolio companies of each of the foregoing and Blackstone Credit can be expected to engage obligors/portfolio companies of the Fund and Other Clients to provide some or all of the following services: (a) corporate support services (including, without limitation, accounts payable, accounting/audit (including valuation support services), account management, insurance, procurement, placement, brokerage, consulting, cash management, corporate secretarial services, domiciliation, data management, directorship services, finance/budget, human resources, information technology/systems support, internal compliance, know-your-client reviews and refreshes, judicial processes, legal, operational coordination (i.e., coordination with JV partners, property managers), risk management, reporting, tax, tax analysis and compliance (e.g., CIT and VAT compliance), transfer pricing and internal risk control, treasury and valuation services); (b) loan services (including, without limitation, monitoring, restructuring and work-out of performing, sub-performing and nonperforming loans, administrative services, and cash management); (c) management services (i.e., management by a portfolio company, Blackstone affiliate or third party (e.g., a third-party manager) of operational services); (d) operational services (i.e., general management of day to day operations); (e) risk management (tax and treasury); (f) insurance procurement, placement, brokerage and consulting services; and (g) other services. Similarly, Blackstone Credit, Other Clients and their portfolio companies can be expected to engage obligors of the Fund to provide some or all of these services. Some of the services performed by portfolio company service providers could also be performed by Blackstone Credit from time to time and vice versa. Fees paid by the Fund or its obligors to the other portfolio company service providers do not reduce the management fee payable by the Fund and are not otherwise shared with the Fund.
Obligors/portfolio companies of the Fund and Other Clients some of which can be expected to provide services to the Fund and its obligors include, without limitation, the following, and may include additional obligors that may be formed or acquired in the future:
BTIG. BTIG, LLC (“BTIG”) is a global financial services firm in which certain Blackstone entities own a strategic minority investment. BTIG provides institutional trading, investment banking, research and related brokerage services and may provide goods and services for the Fund or its obligors.
Optiv. Optiv Security, Inc. is a portfolio company held by certain Blackstone private equity funds that provides a full slate of information security services and solutions and may provide goods and services for the Fund and its obligors.
PSAV. PSAV, Inc. is a portfolio company held by certain Blackstone private equity funds that provides outsourced audiovisual services and event production and may provide goods and services for the Fund and its obligors.
Refinitiv. On October 1, 2018, a consortium led by Blackstone announced that private equity funds managed by Blackstone had completed an acquisition of Thomson Reuters’ Financial & Risk business (“Refinitiv”). Refinitiv operates a pricing service that provides valuation services and provides goods and services for the Fund and its obligors.
Blackstone through one or more of its funds has closed a minority investment in Kryalos, an operating partner in certain investments made by Other Clients, and expects that Kryalos will perform services for the Fund and Other Clients and receive compensation as described below.
The Fund and its obligors will compensate one or more of these service providers and vendors owned by the Fund or Other Clients, including through incentive based compensation payable to their management teams and other related parties. The incentive based compensation paid with respect to a portfolio company or asset of the Fund or Other Clients will vary from the incentive based compensation paid with respect to other portfolio companies and assets of the Fund and Other Clients; as a result the management team or other related parties can be expected to have greater incentives with respect to certain assets and portfolio companies relative to others, and the performance of certain assets and portfolio companies may provide incentives to retain management that also service other assets and portfolio companies. Some of these service providers and vendors owned or controlled by the Fund or Other Clients will charge the Fund and its obligors for goods and services at rates generally consistent with those available in the market for similar goods and services. The discussion regarding the determination of market rates under “Firm Affiliated Service Providers” herein applies equally in respect of the fees and expenses of the portfolio company service providers, if charged at rates generally consistent with those available in the market. Other service providers and vendors owned and/or controlled by the Fund or Other Clients pass through expenses on a cost reimbursement, no-profit or break-even basis, in which case the service provider allocates costs and expenses directly associated with work performed for the benefit of the Fund and its obligors to them, along with any related tax costs and an allocation of the service provider’s overhead, including any of the following: salaries, wages, benefits and travel expenses; marketing and advertising fees and expenses; legal, accounting and other professional fees and disbursements; office space and equipment; insurance premiums; technology expenditures, including hardware and software costs; costs to engage recruitment firms to hire employees; diligence expenses; one-time costs, including costs related to building-out and winding-down a portfolio company; taxes; and other operating and capital expenditures. Any of the foregoing costs, although allocated in a particular period, will, in certain circumstances, relate to activities occurring outside the period, and therefore the Fund could pay more than its pro rata portion of fees for services. The allocation of overhead among the entities and assets to which services are provided can be expected to be based on any of a number of different methodologies, including, without limitation, “cost” basis as described above, “time-allocation” basis, “per unit” basis, “per square footage” basis or “fixed percentage” basis. There can be no assurance that a different manner of allocation would result in the Fund and its obligors bearing less or more costs and expenses. Blackstone Credit will not always perform or obtain benchmarking analysis or third-party verification of expenses with respect to services provided on a cost reimbursement, no profit or break even basis. There can be no assurances that amounts charged by portfolio company service providers that are not controlled by the Fund or Other Clients will be consistent with market rates or that any benchmarking, verification or other analysis will be performed with respect to such charges. If benchmarking is performed, the related expenses will be borne by the Fund, Other Clients and their respective obligors/portfolio companies and will not reduce the management fee. A portfolio company service provider will, in certain circumstances, subcontract certain of its responsibilities to other portfolio companies. In such circumstances, the relevant subcontractor could invoice the portfolio company for fees (or in the case of a cost reimbursement arrangement, for allocable costs and expenses) in respect of the services provided by the subcontractor. The portfolio company, if charging on a cost reimbursement, no-profit or break-even basis, would in turn allocate those costs and expenses as it allocates other fees and expenses as described above. Similarly, Other Clients, their portfolio companies and Blackstone Credit can be expected to engage portfolio companies of the Fund to provide services, and these portfolio companies will generally charge for services in the same manner described above, but the Fund and its obligors generally will not be reimbursed for any costs (such as start-up costs) relating to such portfolio companies incurred prior to such engagement. Some of the services performed by these service providers could also be performed by Blackstone Credit from time to time and vice versa. Fees paid by the Fund or its obligors to these service providers do not the offset or reduce the management fee payable to the Adviser.
Service Providers, Vendors and Other Counterparties Generally. Certain third party advisors and other service providers and vendors to the Fund and its obligors (including accountants, administrators, lenders, bankers, brokers, attorneys, consultants, title agents and investment or commercial banking firms) are owned by the Firm, the Fund or Other Clients or provide goods or services to, or have other business, personal, financial or other relationships with, the Firm, the Other Clients and their respective portfolio companies and affiliates and personnel. Such advisors and service providers referred to above may be investors in the Fund, affiliates of the Adviser, sources of financing and investment opportunities or co-investors or commercial counterparties or entities in which the Firm and/or Other Clients have an investment, and payments by the Fund and/or such entities may indirectly benefit the Firm, the Other Clients (including co-investment vehicles) and their respective portfolio companies or any affiliates or personnel. Also, advisors, lenders, investors, commercial counterparties, vendors and service providers (including any of their affiliates or personnel) to the Fund and its obligors could have other commercial or personal relationships with the Firm, Other Clients and their respective portfolio companies, or any affiliates, personnel or family members of personnel of the foregoing. Although the Firm selects service providers and vendors it believes are most appropriate in the circumstances based on its knowledge of such service providers and vendors (which knowledge is generally greater in the case of service providers and vendors that have other relationships to the Firm), the relationship of service providers and vendors to the Firm as described above will influence the Firm in deciding whether to select, recommend or form such an advisor or service provider to perform services for the Fund, subject to applicable law, or a portfolio company, the cost of which will generally be borne directly or indirectly by the Fund and can be expected to incentivize the Firm to engage such service provider over a third party, utilize the services of such service providers and vendors more frequently than would be the case absent the conflict, or to pay such service providers and vendors higher fees or commissions than would be the case absent the conflict. The incentive could be created by current income and/or the generation of enterprise value in a service provider or vendor; the Firm can be expected to also have an incentive to invest in or create service providers and vendors to realize on these opportunities.
The Firm has a practice of not entering into any arrangements with advisors, vendors or service providers that provide lower rates or discounts to the Firm itself compared to those it enters into on behalf of the Fund and its obligors for the same services. However, legal fees for unconsummated transactions are often charged at a discounted rate, such that if the Fund and its obligors consummate a higher percentage of transactions with a particular law firm than the Firm, the Fund, Other Clients and their obligors/portfolio companies, shareholders could indirectly pay a higher net effective rate for the services of that law firm than the Firm, the Fund or Other Clients or their obligors/portfolio companies. Also, advisors, vendors and service providers often charge different rates or have different arrangements for different types of services. For example, advisors, vendors and service providers often charge fees based on the complexity of the matter as well as the expertise and time required to handle it. Therefore, to the extent the types of services used by the Fund and its obligors are different from those used by the Firm, Other Clients and their portfolio companies, and their affiliates and personnel, the Fund and its obligors can be expected to pay different amounts or rates than those paid by such other persons. Similarly, the Firm, the Fund, the Other Clients and their obligors/portfolio companies and affiliates can be expected to enter into agreements or other arrangements with vendors and other similar counterparties (whether such counterparties are affiliated or unaffiliated with the Firm) from time to time whereby such counterparty will, in certain circumstances, charge lower rates (or no fee) or provide discounts or rebates for such counterparty’s products or services depending on the volume of transactions in the aggregate or other factors.
Subject to applicable law, the Fund, Other Clients and their obligors/portfolio companies are expected to enter into joint ventures with third parties to which the service providers and vendors described above will, in certain circumstances, provide services. In some of these cases, the third party joint venture partner may negotiate to not pay its pro rata share of fees, costs and expenses to be allocated as described above, in which case the Fund, Other Clients and their obligors/portfolio companies that also use the services of the portfolio company service provider will, directly or indirectly, pay the difference, or the portfolio company service provider will bear a loss equal to the difference.
The Firm may, from time to time, encourage service providers to funds and investments to use, at market rates and/or on arm’s length terms, the Firm-affiliated service providers in connection with the business of the Fund, obligors/portfolio companies, and unaffiliated entities. This practice provides an indirect benefit to the Firm in the form of added business for the Firm-affiliated service providers.
Certain obligors/portfolio companies that provide services to the Fund, Other Clients and/or obligors/portfolio companies or assets of the Fund and/or Other Clients may be transferred between and among the Fund and/or Other Clients (where the Fund may be a seller or a buyer in any such transfer) for minimal or no consideration (based on a third party valuation confirming the same). Such transfers may give rise to actual or potential conflicts of interest for Blackstone Credit.
Firm Affiliated Service Providers. Certain of the Fund’s, the Firm’s and/or obligor/portfolio companies’ advisers and other service providers, or their affiliates (including accountants, administrators, lenders, bankers, brokers, attorneys, consultants, and investment or commercial banking firms) also provide goods or services to, or have business, personal, financial or other relationships with, the Firm, its affiliates and portfolio companies. Such advisers and service providers (or their affiliates) may be investors in the Fund, affiliates of the Firm, sources of investment opportunities, co-investors, commercial counterparties and/or portfolio companies in which the Firm and/or the Fund has an investment. Accordingly, payments to such entities may indirectly benefit the Fund and/or its affiliates, including the Firm and Other Clients. No fees charged by these service providers and vendors will reduce the management fees payable to the Adviser. Furthermore, the Firm, the Other Clients and their portfolio companies and their affiliates and related parties will use the services of these Firm affiliates, including at different rates. Although the Firm believes the services provided by its affiliates are equal or better than those of third parties, the Firm directly benefits from the engagement of these affiliates, and there is therefore an inherent conflict of interest such as those described above.
Because the Firm has many different businesses, including the Blackstone Capital Markets Group, which Blackstone investment teams and portfolio companies may engage to provide underwriting and capital market advisory services, it is subject to a number of actual and potential conflicts of interest, greater regulatory oversight and more legal and contractual restrictions than that to which it would be subject if it had just one line of business. To the extent Blackstone determines appropriate, conflict mitigation strategies may be put in place with respect to a particular circumstance, such as internal information barriers or recusal, disclosure or other steps determined appropriate by the Adviser. Service providers affiliated with the Firm, which are generally expected to receive competitive market rate fees (as determined by the Adviser or its affiliates) with respect to certain Investments, include:
· BPM. Blackstone Property Management is a Blackstone affiliate that may provide property management, leasing oversight, corporate services (including accounting and reporting), development and construction management, and transaction support services to any of the Fund’s investment properties primarily located in the United Kingdom and continental Europe.
Equity Healthcare. Equity Healthcare LLC (“Equity Healthcare”) is a Blackstone affiliate that negotiates with providers of standard administrative services for health benefit plans and other related services for cost discounts, quality of service monitoring, data services and clinical consulting. Because of the combined purchasing power of its client participants, which include unaffiliated third parties, Equity Healthcare is able to negotiate pricing terms that are believed to be more favorable than those that the portfolio companies could obtain for themselves on an individual basis. The fees received by Equity Healthcare in connection with services provided to investments will not reduce the management fee payable by the Fund.
· LNLS. Lexington National Land Services (“LNLS”) is a Blackstone affiliate that (i) acts as a title agent in facilitating and issuing title insurance, (ii) provides title support services for title insurance underwriters and (iii) acts as escrow agent in connection with investments by Other Clients and their portfolio companies, affiliates and related parties, and third parties. In exchange for such services LNLS earns fees which would have otherwise been paid to third parties. If LNLS is involved in a transaction in which the Fund participates, Blackstone will benchmark the relevant costs to the extent market data is available except when LNLS is providing such services in a state where the insurance premium or escrow fee, as applicable, is regulated by the state or when LNLS is part of a syndicate of title insurance companies where the insurance premium is negotiated by other title insurance underwriters or their agents.
· Refinitiv. See “—Obligor/Portfolio Company Service Providers and Vendors.”
Certain Blackstone-affiliated service providers and their respective personnel will receive a management promote, an incentive fee and other performance-based compensation in respect of investments, sales or other transaction volume. Furthermore, Blackstone-affiliated service providers may charge costs and expenses based on allocable overhead associated with personnel working on relevant matters (including salaries, benefits and other similar expenses).
In connection with such relationships, Blackstone Credit and, if required by applicable law, the Board, will make determinations of competitive market rates based on its consideration of a number of factors, which are generally expected to include Blackstone Credit’s experience with non-affiliated service providers, benchmarking data and other methodologies determined by Blackstone Credit to be appropriate under the circumstances (i.e., rates that fall within a range that Blackstone Credit has determined is reflective of rates in the applicable market and certain similar markets, though not necessarily equal to or lower than the median rate of comparable firms). In respect of benchmarking, while Blackstone Credit often obtains benchmarking data regarding the rates charged or quoted by third parties for services similar to those provided by Blackstone Credit affiliates in the applicable market or certain similar markets, relevant comparisons may not be available for a number of reasons, including, without limitation, as a result of a lack of a substantial market of providers or users of such services or the confidential or bespoke nature of such services (e.g., different assets may receive different services). In addition, benchmarking data is based on general market and broad industry overviews, rather than determined on an asset by asset basis. As a result, benchmarking data does not take into account specific characteristics of individual assets then invested in by the Fund (such as location or size), or the particular characteristics of services provided. For these reasons, such market comparisons may not result in precise market terms for comparable services. Expenses to obtain benchmarking data will be borne by the Fund, Other Clients and their respective obligors/portfolio companies and will not reduce the management fee. Finally, in certain circumstances Blackstone Credit can be expected to determine that third party benchmarking is unnecessary, either because the price for a particular good or service is mandated by law (e.g., title insurance in rate regulated states) or because Blackstone Credit has access to adequate market data to make the determination without reference to third party benchmarking. For example, certain portfolio companies may enter into an employer health program arrangement or similar arrangements with Equity Healthcare, a Blackstone affiliate that negotiates with providers of standard administrative services and insurance carriers for health benefit plans and other related services for cost discounts, quality of service monitoring, data services and clinical consulting. Because of the combined purchasing power of its client participants, Equity Healthcare is able to negotiate pricing terms from providers that are believed to be more favorable than the companies could obtain for themselves on an individual basis. The payments made to Blackstone in connection with Equity Healthcare, group purchasing, insurance and benefits management will not reduce the management fee payable to the Adviser.
Advisers and service providers, or their affiliates, often charge different rates, including below-market or no fee, or have different arrangements for different types of services. With respect to service providers, for example, the fee for a given type of work may vary depending on the complexity of the matter as well as the expertise required and demands placed on the service provider. Therefore, to the extent the types of services used by the Fund and/or portfolio companies differ from those used by the Firm and its affiliates (including personnel), Blackstone Credit and/or Blackstone or their respective affiliates (including personnel) may pay different amounts or rates than those paid by the Fund and/or portfolio companies. However, Blackstone Credit and its affiliates have a longstanding practice of not entering into any arrangements with advisers or service providers that could provide for lower rates or discounts than those available to the Fund, Other Clients and/or portfolio companies for the same services. Furthermore, advisers and service providers may provide services exclusively to the Firm and its affiliates, including the Fund, Other Clients and their obligors/portfolio companies, although such advisers and service providers would not be considered employees of Blackstone or Blackstone Credit. Similarly, Blackstone, Blackstone Credit, each of their respective affiliates, the Fund, the Other Clients and/or their obligors/portfolio companies, may enter into agreements or other arrangements with vendors and other similar counterparties (whether such counterparties are affiliated or unaffiliated with the Firm) from time to time whereby such counterparty may charge lower rates (or no fee) and/or provide discounts or rebates for such counterparty’s products and/or services depending on certain factors, including volume of transactions entered into with such counterparty by the Firm, its affiliates, the Fund, the Other Clients and their obligors/portfolio companies in the aggregate.
In addition, investment banks or other financial institutions, as well as Blackstone employees, may also be investors in the Fund. These institutions and employees are a potential source of information and ideas that could benefit the Fund. Blackstone has procedures in place reasonably designed to prevent the inappropriate use of such information by the Fund.
Transactions with Portfolio Companies. The Firm and obligors/portfolio companies of the Fund and Other Clients operate in multiple industries and provide products and services to or otherwise contract with the Fund and its obligors, among others. In the alternative, the Firm may form a joint venture with such a company to implement such referral arrangement. For example, such arrangements may include the establishment of a joint venture or other business arrangement between the Firm, on the one hand, and a portfolio company of the Fund, portfolio company of an Other Client or third party, on the other hand, pursuant to which the joint venture or business provides services (including, without limitation, corporate support services, loan management services, management services, operational services, ongoing account services (e.g., interacting and coordinating with banks generally and with regard to their know your client requirements), risk management services, data management services, consulting services, brokerage services, insurance procurement, placement, brokerage and consulting services, and other services) to obligors of the Fund (and portfolio companies of Other Clients) that are referred to the joint venture or business by the Firm. The Firm, the Fund and Other Clients and their respective obligors/portfolio companies and personnel and related parties of the foregoing can be expected to make referrals or introductions to obligors/portfolio companies of the Fund or Other Clients in an effort, in part, to increase the customer base of such companies or businesses (and therefore the value of the investment held by the Fund or Other Client, which would also benefit the Firm financially through its participation in such joint venture or business) or because such referrals or introductions will, in certain circumstances, result in financial benefits, such as cash payments, additional equity ownership, participation in revenue share and/or milestones benefitting the referring or introducing party that are tied or related to participation by the obligors/portfolio companies of the Fund and/or of Other Clients, accruing to the party making the introduction. Such joint venture or business could use data obtained from such portfolio entities (see “Data” herein). The Fund and shareholders will not share in any fees, economics, equity or other benefits accruing to the Firm, Other Clients and their portfolio companies as a result of the introduction of the Fund and its obligors. Moreover, payments made to the Firm in connection with such arrangements will not reduce the management fee payable to the Adviser. There may, however, be instances in which the applicable arrangements provide that the Fund or its obligors share in some or all of any resulting financial incentives (including, in some cases, cash payments, additional equity ownership, participation in revenue share and/or milestones) based on structures and allocation methodologies determined in the sole discretion of the Firm. Conversely, where the Fund or one of its obligors is the referring or introducing party, rather than receiving all of the financial incentives (including, in some cases, cash payments, additional equity ownership, participation in revenue share and/or milestones) for similar types of referrals and/or introductions, such financial incentives (including, in some cases, equity ownership) may be similarly shared with the participating Other Clients or their respective portfolio companies.
The Firm may also enter into commercial relationships with third party companies, including those in which the Fund considered making an investment (but ultimately chose not to pursue). For example, the Firm may enter into an introducer engagement with such company, pursuant to which the Firm introduces the company to unaffiliated third parties (which may include current and former portfolio companies and portfolio companies of Other Clients and/or their respective employees) in exchange for a fee from, or equity interest in, such company. Even though the Firm may benefit financially from this commercial relationship, the Firm will be under no obligation to reimburse the Fund for Broken Deal Expenses incurred in connection with its consideration of the prospective investment and such arrangements will not be subject to the management fee payable to the Adviser and otherwise described herein.
Additionally, the Firm or an affiliate thereof will from time to time hold equity or other investments in companies or businesses that provide services to or otherwise contract with portfolio companies. Blackstone and Blackstone Credit have in the past entered (and can be expected in the future to enter) into relationships with companies in the information technology, corporate services and related industries whereby Blackstone acquires an equity or similar interest in such company. In connection with such relationships, Blackstone and/or Blackstone Credit may also make referrals and/or introductions to portfolio companies (which may result in financial incentives (including additional equity ownership) and/or milestones benefitting Blackstone and/or Blackstone Credit that are tied or related to participation by portfolio companies). Such joint venture or business could use data obtained from obligors of the Fund and/or portfolio companies of Other Clients. (See “—Data.”) These arrangements may be entered into without the consent or direct involvement of the Fund. The Fund and the common shareholders will not share in any fees or economics accruing to Blackstone and/or Blackstone Credit as a result of these relationships and/or participation by portfolio companies.
With respect to transactions or agreements with portfolio companies (including, for the avoidance of doubt, long-term incentive plans), at times if officers unrelated to the Firm have not yet been appointed to represent a portfolio company, the Firm may negotiate and execute agreements between the Firm and/or the Fund on the one hand, and the portfolio company or its affiliates, on the other hand, without arm’s length representation of the portfolio company, which could entail a conflict of interest in relation to efforts to enter into terms that are arm’s length. Among the measures the Firm can be expected to use to mitigate such conflicts are to involve outside counsel to review and advise on such agreements and provide insights into commercially reasonable terms, or establish separate groups with information barriers within the Firm to advise on each side of the negotiation.
Related Party Leasing. Subject to applicable law, the Fund and its obligors will, in certain circumstances, lease property to or from Blackstone, Other Clients and their portfolio companies and affiliates and other related parties. The leases are generally expected to, but may not always, be at market rates. Blackstone may confirm market rates by reference to other leases it is aware of in the market, which Blackstone expects to be generally indicative of the market given the scale of Blackstone’s real estate business. Blackstone can be expected to nonetheless have conflicts of interest in making these determinations. There can be no assurance that the Fund and its obligors will lease to or from any such related parties on terms as favorable to the Fund and its obligors as would apply if the counterparties were unrelated.
Cross-Guarantees and Cross-Collateralization. While Blackstone Credit generally seeks to use reasonable efforts to avoid cross-guarantees and other similar arrangements, a counterparty, lender or other participant in any transaction to be pursued by the Fund (other than alternative investment vehicles) and/or the Other Clients may require or prefer facing only one fund entity or group of entities, which may result in any of the Fund, such Other Clients, the portfolio companies, such Other Clients’ portfolio companies and/or other vehicles being jointly and severally liable for such applicable obligation (subject to any limitations set forth in the applicable partnership agreements or other governing documents thereof), which in each case may result in the Fund, such Other Clients, such portfolio companies, and/or vehicles entering into a back-to-back or other similar reimbursement agreement, subject to applicable law. In such situation, better financing terms may be available through a cross-collateralized arrangement, but it is not expected that any of the Fund or such Other Clients or vehicles would be compensated (or provide compensation to the other) for being primarily liable vis-à-vis such third party counterparty. Also, it is expected that cross-collateralization will generally occur at portfolio companies rather than the Fund for obligations that are not recourse to the Fund except in limited circumstances such as “bad boy” events. Any cross-collateralization arrangements with Other Clients could result in the Fund losing its interests in otherwise performing investments due to poorly performing or non-performing investments of Other Clients in the collateral pool or such persons otherwise defaulting on their obligations under the terms of such arrangements.
Similarly, a lender could require that it face only one portfolio company of the Fund and Other Clients, even though multiple obligors of the Fund and Other Clients benefit from the lending, which will typically result in (i) the portfolio company facing the lender being solely liable with respect to the entire obligation, and therefore being required to contribute amounts in respect of the shortfall attributable to other portfolio companies, and (ii) obligors of the Fund and Other Clients being jointly and severally liable for the full amount of the obligation, liable on a cross-collateralized basis or liable for an equity cushion (which cushion amount may vary depending upon the type of financing or refinancing (e.g., cushions for refinancings may be smaller)). The obligor/portfolio companies of the Fund and Other Clients benefiting from a financing may enter into a back-to-back or other similar reimbursement agreements to ensure no obligor/portfolio company bears more than its pro rata portion of the debt and related obligations. It is not expected that the obligors/portfolio companies would be compensated (or provide compensation to other portfolio companies) for being primarily liable, or jointly liable, for other portfolio companies pro rata share of any financing.
Joint Venture Partners. The Fund will from time to time enter into one or more joint venture arrangements with third party joint venture partners. Investments made with joint venture partners will often involve performance-based compensation and other fees payable to such joint venture partners, as determined by the Adviser in its sole discretion. The joint venture partners could provide services similar to those provided by the Adviser to the Fund. Yet, no compensation or fees paid to the joint venture partners would reduce the management fees payable by the Fund. Additional conflicts would arise if a joint venture partner is related to the Firm in any way, such as a limited partner investor in, lender to, a shareholder of, or a service provider to the Firm, the Fund, Other Clients, or their respective obligors/portfolio companies, or any affiliate, personnel, officer or agent of any of the foregoing.
Group Procurement; Discounts. The Fund (subject to applicable law) and certain portfolio companies will enter into agreements regarding group procurement (including, but not limited to, CoreTrust, an independent group purchasing organization), benefits management, purchase of title and/or other insurance policies (which can be expected to include brokerage and/or placement thereof, and will from time to time be pooled across portfolio companies and discounted due to scale, including through sharing of deductibles and other forms of shared risk retention) from a third party or an affiliate of Blackstone Credit and/or Blackstone, and other operational, administrative or management related initiatives. The Firm will allocate the cost of these various services and products purchased on a group basis among the Fund, Other Clients and their obligors/portfolio companies. Some of these arrangements result in commissions, discounts, rebates or similar payments to Blackstone Credit and/or Blackstone or their affiliates (including personnel), or Other Clients and their portfolio companies, including as a result of transactions entered into by the Fund and its obligors and/or related to a portion of the savings achieved by the obligors. Such commissions or payment will not reduce the management fee. The Firm can be expected to also receive consulting, usage or other fees from the parties to these group procurement arrangements. To the extent that a portfolio company of an Other Client is providing such a service, such portfolio company and such Other Client will benefit. Further, the benefits received by a particular portfolio company providing the service may be greater than those received by the Fund and its obligors receiving the service. Conflicts exist in the allocation of the costs and benefits of these arrangements, and common shareholders rely on the Adviser to handle them in its sole discretion.
Diverse Shareholder Group. The common shareholders are expected to be based in a wide variety of jurisdictions and take a wide variety of forms. The common shareholders may have conflicting investment, tax and other interests with respect to their investments in the Fund and with respect to the interests of investors in other investment vehicles managed or advised by the Adviser and Blackstone Credit that may participate in the same investments as the Fund. The conflicting interests of individual common shareholders with respect to other common shareholders and relative to investors in other investment vehicles would generally relate to or arise from, among other things, the nature of investments made by the Fund and such other partnerships, the structuring or the acquisition of investments and the timing of disposition of investments. As a consequence, conflicts of interest will, in certain circumstances, arise in connection with the decisions made by the Adviser or Blackstone Credit, including with respect to the nature or structuring of investments that can be expected to be more beneficial for one investor than for another investor, especially with respect to investors’ individual tax situations. In addition, the Fund can be expected to make investments that will, in certain circumstances, have a negative impact on related investments made by shareholders in separate transactions. In selecting and structuring investments appropriate for the Fund, the Adviser or Blackstone Credit will consider the investment and tax objectives of the Fund and the common shareholders (and those of investors in other investment vehicles managed or advised by the Adviser or Blackstone Credit) as a whole, not the investment, tax or other objectives of any common shareholder individually.
In addition, certain common shareholders also can be expected to be investors in Other Clients, including supplemental capital vehicles and co-investment vehicles that may invest alongside the Fund in one or more investments, consistent with applicable law and/or any applicable SEC-granted order. common shareholders also may include affiliates of the Firm, such as Other Clients, affiliates of obligors/portfolio companies of the Fund or Other Clients, charities, foundations or other entities or programs associated with Firm personnel and/or current or former Firm employees, the Firm’s senior advisors and/or operating partners and any affiliates, funds or persons can be expected to also invest in the Fund through the vehicles established in connection with the Firm’s side-by-side co-investment rights, subject to applicable law, in each case, without being subject to management fees, and common shareholders will not be afforded the benefits of such arrangements. Some of the foregoing Firm related parties are sponsors of feeder vehicles that could invest in the Fund as common shareholders. The Firm related sponsors of feeder vehicles generally charge their investors additional fees, including performance based fees, which could provide the Firm current income and increase the value of its ownership position in them. The Firm will therefore have incentives to refer potential investors to these feeder vehicles. All of these Firm related shareholders will have equivalent rights to vote and withhold consents as nonrelated shareholders. Nonetheless, the Firm may have the ability to influence, directly or indirectly, these Firm related shareholders.
It is also possible that the Fund or its obligors will, in certain circumstances, be a counterparty (such counterparties dealt with on an arm’s-length basis) or participant in agreements, transactions or other arrangements with a common shareholder or an affiliate of a common shareholder (which may occur in connection with such shareholder or its affiliates making an investment in the Fund or Other Clients), including with respect to one or more investments (or types of investments). Such transactions may include agreements to pay performance fees to operating partners, a management team and other related persons in connection with the Fund’s investment therein, which will reduce the Fund’s returns. Such common shareholders described in the previous sentences can be expected to therefore have different information about the Firm and the Fund than common shareholders not similarly positioned. In addition, conflicts of interest will, in certain circumstances, arise in dealing with any such common shareholders, and the Adviser and its affiliates may be motivated to enter into agreements, transactions or arrangements with shareholders or their affiliates in order to secure capital commitments from investors in Other Clients and may otherwise be motivated by factors other than the interests of the Fund. Similar information disparity may occur as a result of common shareholders monitoring their investments in vehicles such as the Fund differently. For example, certain common shareholders can be expected to periodically request from the Adviser information regarding the Fund, its investments and/or obligors that is not otherwise set forth in (or has yet to be set forth) in the reporting and other information required to be delivered to all common shareholders. In such circumstances, the Adviser may provide such information to such common shareholders, subject to applicable law and regulations. Unless required by applicable law, the Adviser will not be obligated to affirmatively provide such information to all common shareholders (although the Adviser will generally provide the same information upon request and treat common shareholders equally in that regard). As a result, certain common shareholders may have more information about the Fund than other common shareholders, and, unless required by applicable law, the Adviser will have no duty to ensure all common shareholders seek, obtain or process the same information regarding the Fund, its investments and/or obligors. Therefore, certain common shareholders can be expected to be able to take actions on the basis of such information which, in the absence of such information, other common shareholders do not take. Furthermore, at certain times the Firm will, in certain circumstances, be restricted from disclosing to the common shareholders material non-public information regarding any assets in which the Fund invests, particularly those investments in which an Other Client or portfolio company that is publicly registered co-invests with the Fund. In addition, investment banks or other financial institutions, as well as Firm personnel, can be expected to also be common shareholders. These institutions and personnel are a potential source of information and ideas that could benefit the Fund, and can be expected to receive information about the Fund and its obligors in their capacity as a service provider or vendor to the Fund and its obligors.
Possible Future Activities. The Firm and its affiliates may expand the range of services that it provides over time. Except as provided herein, the Firm and its affiliates will not be restricted in the scope of its business or in the performance of any such services (whether now offered or undertaken in the future) even if such activities could give rise to conflicts of interest, and whether or not such conflicts are described herein. The Firm and its affiliates have, and will continue to develop, relationships with a significant number of companies, financial sponsors and their senior managers, including relationships with clients who may hold or may have held investments similar to those intended to be made by the Fund. These clients may themselves represent appropriate investment opportunities for the Fund or may compete with the Fund for investment opportunities.
Restrictions Arising under the Securities Laws. The Firm’s activities and the activities of Other Clients (including the holding of securities positions or having one of its employees on the board of directors of a portfolio company) could result in securities law restrictions on transactions in securities held by the Fund, affect the prices of such securities or the ability of such entities to purchase, retain or dispose of such investments, or otherwise create conflicts of interest, any of which could have an adverse impact on the performance of the Fund and thus the return to the common shareholders.
The 1940 Act may limit the Fund’s ability to undertake certain transactions with or alongside its affiliates that are registered under the 1940 Act. As a result of these restrictions, the Fund may be prohibited from executing “joint” transactions with the Fund’s 1940 Act registered affiliates, which could include investments in the same portfolio company (whether at the same or different times) or buying investments from, or selling them to, Other Clients. These limitations may limit the scope of investment opportunities that would otherwise be available to the Fund.
The Fund has received an exemptive order from the SEC that permits us, among other things, to co-invest with certain other persons, including certain affiliates of the Adviser and certain funds managed and controlled by the Adviser and its affiliates, subject to certain terms and conditions.
Shareholders’ Outside Activities. A common shareholder shall be entitled to and can be expected to have business interests and engage in activities in addition to those relating to the Fund, including business interests and activities in direct competition with the Fund and its obligors, and may engage in transactions with, and provide services to, the Fund or its obligors (which may include providing leverage or other financing to the Fund or its obligors as determined by the Adviser in its sole discretion). None of the Fund, any common shareholder or any other person shall have any rights by virtue of the Fund’s operative documents in any business ventures of any common shareholder. The common shareholder, and in certain cases the Adviser, will have conflicting loyalties in these situations.
Insurance. The Fund will purchase, and/or bear premiums, fees, costs and expenses (including any expenses or fees of insurance brokers) for insurance to insure the Fund and the Board against liability in connection with the activities of the Fund. This includes a portion of any premiums, fees, costs and expenses for one or more “umbrella,” group or other insurance policies maintained by the Firm that cover the Fund and one or more of the Other Clients, the Adviser, Blackstone Credit and/or Blackstone (including their respective directors, officers, employees, agents, representatives, independent client representative (if any), representatives, and other indemnified parties). The Adviser will make judgments about the allocation of premiums, fees, costs and expenses for such “umbrella,” group or other insurance policies among the Fund, one or more Other Clients, the Adviser, Blackstone Credit and/or Blackstone on a fair and reasonable basis, subject to approval by the Board.
Additional Potential Conflicts of Interest. The officers, directors, members, managers, employees and personnel of the Adviser can be expected to trade in securities and make personal investments for their own accounts, subject to restrictions and reporting requirements as may be required by law or the Firm’s policies, or otherwise determined from time to time by the Adviser. In addition, certain Other Clients may be subject to the 1940 Act or other regulations that, due to the role of the Firm, could restrict the ability of the Fund to buy investments from, to sell investments to or to invest in the same securities as, such Other Clients. Such regulations may have the effect of limiting the investment opportunities available to the Fund. Such personal securities transactions and investments will, in certain circumstances, result in conflicts of interest, including to the extent they relate to (i) a company in which the Fund holds or acquires an investment (either directly through a privately negotiated investment or indirectly through the purchase of securities or other traded instruments related thereto) and (ii) entities that have interests which are adverse to those of the Fund or pursue similar investment opportunities as the Fund. In addition, as a consequence of Blackstone’s status as a public company, the officers, directors, members, managers and personnel of the Adviser can be expected to take into account certain considerations and other factors in connection with the management of the business and affairs of the Fund and its affiliates that would not necessarily be taken into account if Blackstone were not a public company. The directors of Blackstone have fiduciary duties to shareholders of the public company that may conflict with their duties to the Fund. Finally, although the Firm believes its positive reputation in the marketplace provides benefit to the Fund and Other Clients, the Adviser could decline to undertake investment activity or transact with a counterparty on behalf of the Fund for reputational reasons, and this decision could result in the Fund foregoing a profit or suffering a loss.
(a)(3) Portfolio Manager Compensation as of December 31, 2020
The Adviser’s financial arrangements with its portfolio managers, its competitive compensation and its career path emphasis at all levels reflect the value senior management places on key resources. Compensation may include a variety of components and may vary from year to year based on a number of factors. The principal components of compensation include a base salary and a discretionary bonus.
Base Compensation. Generally, portfolio managers receive base compensation and employee benefits based on their individual seniority and/or their position with the firm.
Discretionary Compensation. In addition to base compensation, portfolio managers may receive discretionary compensation. Discretionary compensation is based on individual seniority, contributions to the Adviser and performance of the client assets that the portfolio manager has primary responsibility for. The discretionary compensation is not based on a precise formula, benchmark or other metric. These compensation guidelines are structured to closely align the interests of employees with those of the Adviser and its clients.
(a)(4) Dollar Range of Securities Owned as of December 31, 2020.
Portfolio Managers | Dollar Range of the Registrant’s Securities Owned by the Portfolio Managers |
Robert Zable | $50,001 - $100,000 |
Gordon McKemie | $10,001 - $50,000 |
Robert Post | None |
(1) | Dollar ranges are as follows: None; $1-$10,000; $10,001-$50,000; $50,001-$100,000; $100,001-$500,000; $500,001_$1,000,000 or over $1,000,000. |
Item 9. Purchases of Equity Securities by Closed-End Management Investment Company and Affiliated Purchasers.
None
Item 10. Submission of Matters to a Vote of Security Holders.
There have been no material changes to the procedures by which shareholders may recommend nominees to the registrant’s Board of Trustees, where those changes were implemented after the registrant last provided disclosure in response to the requirements of Item 407(c)(2)(iv) of Regulation S-K, or this Item.
Item 11. Controls and Procedures.
(a) | The registrant’s principal executive officer and principal financial officer have concluded that the registrant’s disclosure controls and procedures (as defined in Rule 30a-3(c) under the 1940 Act are effective as of a date within 90 days of the filing date of this Report, based on the evaluation of these controls and procedures required by Rule 30a-3(b) under the 1940 Act and Rules 13a-15(b) or 15d-15(b) under the Securities Exchange Act of 1934, as amended.. |
(b) | There was no change in the registrant's internal control over financial reporting (as defined in Rule 30a-3(d) under the 1940 Act) that occurred during the period covered by this report that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting. |
Item 12. Disclosure of Securities Lending Activities for Closed-End Management Investment Companies.
Not applicable.
Item 13. Exhibits.
(a)(3) Not applicable.
(a)(4) Not applicable.
(c) The Proxy Voting Policies and Procedures are attached hereto as Exhibit 99. 7.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Blackstone Strategic Credit Fund
By: | /s/ Daniel H. Smith, Jr. | |
Daniel H. Smith, Jr. (Principal Executive Officer) | ||
Chief Executive Officer and President | ||
Date: | March 5, 2021 | |
By: | /s/ Robert W. Busch | |
Robert W. Busch (Principal Financial Officer) | ||
Treasurer and Chief Financial Officer | ||
Date: | March 5, 2021 |
Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.
Blackstone Strategic Credit Fund
By: | /s/ Daniel H. Smith, Jr. | |
Daniel H. Smith, Jr. (Principal Executive Officer) | ||
Chief Executive Officer and President | ||
Date: | March 5, 2021 | |
By: | /s/ Robert W. Busch | |
Robert W. Busch (Principal Financial Officer) | ||
Treasurer and Chief Financial Officer | ||
Date: | March 5, 2021 |
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