Form 8-K - Current report

false 0001736035 0001736035 2024-09-25 2024-09-25

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

Pursuant to Section 13 or 15 (d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): September 25, 2024

 

 

Blackstone Secured Lending Fund

(Exact name of registrant as specified in its charter)

 

 

 

Delaware		814-01299		82-7020632
(State or other jurisdiction of incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)

 

345 Park Avenue, 31st Floor

New York, New York 10154

(Address of principal executive offices, including zip code)

[phone]

(Registrant’s phone number, including area code)

N/A

(Former name or former address, if changed since last report)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

 

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Shares of Beneficial Interest, $0.001 par value per share		BXSL		New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2):

Emerging growth company ☐

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

 

 

 

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Item 1.01.

Entry into a Material Definitive Agreement.

On September 25, 2024, Blackstone Secured Lending Fund (the “Company”) and BGSL Big Sky Funding LLC (“Big Sky Funding”), a wholly-owned subsidiary of the Company, entered into the Third Amendment (the “Third Amendment”) to the Second Amended and Restated Credit Agreement, dated June 29, 2022, by and among Big Sky Funding, as borrower, Bank of America, N.A. (“Bank of America”), as administrative agent, each of the lenders from time to time party thereto, and BofA Securities, Inc., as sole lead arranger and sole book manager. The Third Amendment provides for, among other things, (i) a reduction in the applicable margin for advances, to be effective from and after September 25, 2024, to a range between 1.50% per annum and 1.95% per annum depending on the nature of the collateral securing the advances, subject to a floor of 1.80% per annum; (ii) an extension of the availability period for advances under the facility until March 30, 2027; (iii) an extension of stated maturity of the facility to September 30, 2027; and (iv) the payment of an administrative agent servicing fee and certain other fees as agreed between Big Sky Funding and Bank of America.

The description above is only a summary of the material provisions of the Third Amendment and is qualified in its entirety by reference to the copy of the Third Amendment, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference thereto.

 

Item 2.03.

Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information provided in Item 1.01 of this current report on Form 8-K is incorporated by reference into this Item 2.03.

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Item 9.01.

Financial Statements and Exhibits.

 

(d)

Exhibits.

Exhibit Index

 

10.1		Third Amendment to the Second Amended and Restated Credit Agreement, dated September 25, 2024, by and between BGSL Big Sky Funding LLC, the lender party thereto, and Bank of America, N.A.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

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SIGNATURES

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

 

Date: September 26, 2024				BLACKSTONE SECURED LENDING FUND
				By:		/s/ Oran Ebel
				Name:		Oran Ebel
				Title:		Chief Legal Officer and Secretary

Exhibit 10.1

THIRD AMENDMENT TO THE SECOND AMENDED AND RESTATED CREDIT AGREEMENT

This THIRD AMENDMENT TO THE SECOND AMENDED AND RESTATED CREDIT AGREEMENT (this “Agreement”), dated as of September 25, 2024, is entered into by and between (i) BGSL Big Sky Funding LLC (the “Company”) and (ii) Bank of America, N.A. (the “Bank”) (each a “Party” and, collectively, the “Parties”).

W I T N E S S E T H:

WHEREAS, the Company and the Bank, as a Lender and as Administrative Agent, entered into that certain Second Amended and Restated Credit Agreement, dated as of June 29, 2022, as amended by First Amendment to the Second Amended and Restated Credit Agreement, dated as of March 30, 2023, and Second Amendment to the Second Amended and Restated Credit Agreement, dated as of June 25, 2024 (the “Credit Agreement”), and the Bank constitutes the Required Lenders (as defined in the Credit Agreement) as of the date hereof;

WHEREAS, the Company and the Bank wish to amend the Credit Agreement to reflect the changes set forth herein (the Credit Agreement as amended hereby, the “Amended Credit Agreement”), and capitalized terms used herein without definitions shall have the meanings assigned to such terms in the Amended Credit Agreement;

NOW, THEREFORE, in consideration of the premises and the mutual agreements set forth herein and of other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the Parties hereto covenant and agree as follows:

ARTICLE I

AMENDMENTS TO THE CREDIT AGREEMENT

SECTION 1.1 Definitions.

(a) The definition of Applicable Rate in Section 1.01 of the Credit Agreement is deleted in its entirety and replaced with the following:

“Applicable Rate” means (i) from the Closing Date to, but excluding, the Second Restatement Date, a per annum rate equal to 1.60%, (ii) on and after the Second Restatement Date to, but excluding, September 25, 2024, a per annum rate equal to 1.80%, and (iii) on and after September 25, 2024, a per annum rate equal to the greater of (i) 1.80% and (ii) the sum of (a) the product of (x) the BSL Rate and (y) the BSL Percentage and (b) the product of (x) the Approval Asset Rate and (y) the Approval Asset Percentage; where:

(a) the “BSL Rate” means a per annum rate equal to 1.50%;

(b) the “BSL Percentage” means the quotient of (x) the BSL Average and (y) the Aggregate Average;

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(c) the “BSL Average” means the quotient of (x) the sum of (1) the aggregate Assigned Value of all Collateral Assets that are not Approval Assets as determined in connection with the calculation of the Borrowing Base as of the most recent calendar month-end preceding the beginning of the related Interest Period and (2) the aggregate Assigned Value of all Collateral Assets that are not Approval Assets as determined in connection with the most recently calculated Borrowing Base on or prior to the last day of the related Interest Period and (y) two;

(d) the “Approval Asset Rate” means a per annum rate equal to 1.95%;

(e) the “Approval Asset Percentage” means the quotient of (x) the Approval Asset Average and (y) the Aggregate Average;

(f) the “Approval Asset Average” means the quotient of (x) the sum of (1) the aggregate Assigned Value of all Collateral Assets that are Approval Assets as determined in connection with the calculation of the Borrowing Base as of the most recent calendar month-end preceding the beginning of the related Interest Period and (2) the aggregate Assigned Value of all Collateral Assets that are Approval Assets as determined in connection with the most recently calculated Borrowing Base on or prior to the last day of the related Interest Period and (y) two; and

(g) the “Aggregate Average” means the sum of the (x) the BSL Average and (y) the Approval Asset Average.

(b) The definition of Fee Letter in Section 1.01 of the Credit Agreement is deleted in its entirety and replaced with the following:

“Fee Letter” means, collectively, (i) the amended and restated letter agreement, dated as of the Amendment Date, between the Borrower and the Administrative Agent, (ii) the amendment fee letter agreement, dated as of March 30, 2023, between the Borrower and Bank of America and (iii) the extension fee letter agreement, dated as of September 25, 2024, between the Borrower and Bank of America.

(c) The definition of Maturity Date in Section 1.01 of the Credit Agreement is deleted in its entirety and replaced with the following:

“Maturity Date” means September 30, 2027; provided, however, that if such date is not a Business Day, the Maturity Date shall be the next following Business Day.

(d) The definition of Screen Rate in Section 1.01 of the Credit Agreement is deleted in its entirety.

SECTION 1.2 Definition Relating to Collateral Assets. The definition of Partial PIK Asset in Annex C of the Credit Agreement is deleted in its entirety and replaced with the following:

“Partial PIK Asset” means any Collateral Asset with respect to which (i) the related Collateral Asset Documents require a portion of the interest due thereon to be paid in cash at least semi-annually and do not permit such portion to be deferred or capitalized, (ii) such

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Collateral Asset Documents permit the obligor thereon to defer or capitalize the remaining portion of the interest due thereon and (iii) the interest rate applicable thereto required to be paid in cash is greater than the floating rate benchmark applicable to such Collateral Asset, plus 2.00%.

ARTICLE II

MISCELLANEOUS

SECTION 2.1 Effectiveness of Amendments. Each amendment set forth in this Agreement shall be effective upon the satisfaction or waiver of each of the following conditions precedent:

(a) the Administrative Agent’s receipt of executed counterparts of this Agreement;

(b) unless waived by the Administrative Agent, the Company shall have paid all fees, charges and disbursements of counsel to the Administrative Agent (directly to such counsel if requested by the Administrative Agent) to the extent invoiced prior to or on the date hereof, plus such additional amounts of such fees, charges and disbursements as shall constitute its reasonable estimate of such fees, charges and disbursements incurred or to be incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts between the Company and the Administrative Agent); and

(c) all documentation and other information that the Administrative Agent or such Lender requests in order to comply with its ongoing obligations under applicable “know your customer” and anti-money laundering rules and regulations, including the Act.

SECTION 2.2 Representations and Warranties of the Company. The Company hereby represents and warrants to the Administrative Agent and the Lender that:

(a) the representations and warranties contained in the Credit Agreement (i) to the extent already qualified with respect to “material” matters or “Material Adverse Effect,” are true and correct as of the date hereof in respect of this Agreement, except to the extent that such representations and warranties expressly refer to an earlier date, in which case they are true and correct as of such earlier date and (ii) to the extent not already qualified with respect to “material” matters or “Material Adverse Effect,” are true and correct in all material respects as of the date hereof in respect of this Agreement, except to the extent that such representations and warranties expressly refer to an earlier date, in which case they are true and correct in all material respects as of such earlier date; and

(b) no Default or Event of Default has occurred or is continuing.

SECTION 2.3 Governing Law. THIS AGREEMENT AND ANY CLAIMS, CONTROVERSY, DISPUTE OR CAUSE OF ACTION (WHETHER IN CONTRACT OR TORT OR OTHERWISE) BASED UPON, ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.

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SECTION 2.4 Counterparts. This Agreement may be executed in counterparts (and by different parties hereto in different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. Delivery of an executed counterpart of a signature page of this Agreement by facsimile or other electronic imaging means (e.g. “pdf” or “tiff”) shall be effective as delivery of a manually executed counterpart of this Agreement.

SECTION 2.5 Entire Agreement. The only amendments being made to the Credit Agreement are those that are set forth in this Agreement; no other amendments are being made. This Agreement constitutes the entire agreement among the Parties hereto with respect to the subject matter hereof and supersedes all prior agreements, understandings and negotiations, both written and oral, among the Parties hereto with respect to the subject matter of this Agreement. Neither this Agreement nor any provision hereof is intended to confer upon any Person other than the Parties hereto.

SECTION 2.6 Ratification. Except as expressly amended and waived hereby, the Amended Credit Agreement is in all respects ratified and confirmed and all the terms, conditions and provisions thereof shall remain in full force and effect. This Agreement shall form a part of the Amended Credit Agreement for all purposes and is therefore a Loan Document.

[Remainder of Page Intentionally Blank]

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IN WITNESS WHEREOF, the Parties hereto have duly executed this Agreement as of the day and year first above written.

 

BANK OF AMERICA, N.A., as a Lender under the Credit Agreement
By:		/s/ Ben Holcombe
Name:		Ben Holcombe
Title:		Director
BGSL BIG SKY FUNDING LLC, as Company under the Credit Agreement
By: Blackstone Senior Lending Fund, its sole member
By:		/s/ Oran Ebel
Name:		Oran Ebel
Title:		Chief Legal Officer and Secretary

 

Third Amendment to Second Amended and Restated Credit Agreement

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Acknowledged and Agreed by:
BANK OF AMERICA, N.A., as Administrative Agent under the Credit Agreement
By:		/s/ Ben Holcombe
Name:		Ben Holcombe
Title:		Director

 

Third Amendment to Second Amended and Restated Credit Agreement

Document and Entity Information	Sep. 25, 2024
Cover [Abstract]
Amendment Flag	false
Entity Central Index Key	0001736035
Document Type	8-K
Document Period End Date	Sep. 25, 2024
Entity Registrant Name	Blackstone Secured Lending Fund
Entity Incorporation State Country Code	DE
Entity File Number	814-01299
Entity Tax Identification Number	82-7020632
Entity Address, Address Line One	345 Park Avenue
Entity Address, Address Line Two	31st Floor
Entity Address, City or Town	New York
Entity Address, State or Province	NY
Entity Address, Postal Zip Code	10154
City Area Code	(212)
Local Phone Number	503-2100
Written Communications	false
Soliciting Material	false
Pre Commencement Tender Offer	false
Pre Commencement Issuer Tender Offer	false
Security 12b Title	Common Shares of Beneficial Interest, $0.001 par value per share
Trading Symbol	BXSL
Security Exchange Name	NYSE
Entity Emerging Growth Company	false

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