BLACKSTONE SECURED LENDING FUND The information contained in this section should be read in conjunction with "Item 1. Financial Statements." This discussion contains forward-looking statements, which relate to future events our future performance or financial condition and involves numerous risks and uncertainties, including, but not limited to, those set forth in "Risk Factors" in Part I, Item 1A of our annual report on Form 10-K for the year endedDecember 31, 2021 and Part II, Item 1A of and elsewhere in this Form 10-Q.
Overview and Investment Framework
We are aDelaware statutory trust structured as a non-diversified, closed-end management investment company that has elected to be regulated as a BDC under the 1940 Act. In addition, forU.S. federal income tax purposes, we elected to be treated as a RIC under the Code. We are managed by our Adviser. The Administrator will provide the administrative services necessary for us to operate.
Our investment objectives are to generate current income and, to a lesser extent, long-term capital appreciation.
Under normal market conditions, we generally invest at least 80% of our total assets (net assets plus borrowings for investment purposes) in secured debt investments and our portfolio is composed primarily of first lien senior secured and unitranche loans. To a lesser extent, we have and may continue to also invest in second lien, third lien, unsecured or subordinated loans and other debt and equity securities. We do not currently focus on investments in issuers that are distressed or in need of rescue financing. We commenced our loan origination and investment activities contemporaneously with the Initial Drawdown onNovember 20, 2018 . The proceeds from the Initial Drawdown and availability under our credit facilities provided us with the necessary seed capital to commence operations. See "-Financial Condition, Liquidity and Capital Resources-Borrowings." OnOctober 28, 2021 , the Company priced its IPO, issuing 9,180,000 of its common shares of beneficial interest at a public offering price of$26.15 per share. Net of underwriting fees, the Company received net cash proceeds, before offering expenses, of$230.6 million . OnNovember 4, 2021 , the underwriters exercised their option to purchase an additional 1,377,000 shares of common shares, which resulted in net cash proceeds, before offering expenses, of$33.8 million . The Company's common shares began trading on the NYSE under the symbol "BXSL" onOctober 28, 2021 .
Key Components of Our Results of Operations
Investments
We focus primarily on loans and securities, including syndicated loans, of
private
Our level of investment activity (both the number of investments and the size of each investment) can and will vary substantially from period to period depending on many factors, including the amount of debt and equity capital available to middle market companies, the level of merger and acquisition activity for such companies, the general economic environment, trading prices of loans and other securities and the competitive environment for the types of investments we make.
Revenues
We generate revenues in the form of interest income from the debt securities we hold and dividends. Our debt investments typically have a term of five to eight years and bear interest at floating rates on the basis of a benchmark such as LIBOR. In some instances, we receive payments on our debt investments based on scheduled amortization of the outstanding balances. In addition, we may receive repayments of some of our debt investments prior to their scheduled maturity date. The frequency or volume of these repayments fluctuates significantly from period to period. Our portfolio activity also reflects the proceeds of sales of securities. In some cases, our investments may provide for deferred interest payments or PIK interest. The principal amount of loans and any accrued but unpaid interest generally become due at the maturity date.
In addition, we generate revenue from various fees in the ordinary course of business such as in the form of structuring, consent, waiver, amendment, syndication and other miscellaneous fees as well as fees for managerial assistance rendered by us.
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Expenses
Except as specifically provided below, all investment professionals and staff of the Adviser, when and to the extent engaged in providing investment advisory services to us, and the base compensation, bonus and benefits, and the routine overhead expenses, of such personnel allocable to such services, will be provided and paid for by the Adviser. We bear all other costs and expenses of our operations, administration and transactions, including, but not limited to (a) investment advisory fees, including management fees and incentive fees, to the Adviser, pursuant to the Investment Advisory Agreement; (b) our allocable portion of compensation, overhead (including rent, office equipment and utilities) and other expenses incurred by the Administrator in performing its administrative obligations under the Administration Agreement, including but not limited to: (i) our chief compliance officer, chief financial officer and their respective staffs; (ii) investor relations, legal, operations and other non-investment professionals at the Administrator that perform duties for us; and (iii) any internal audit group personnel ofBlackstone or any of its affiliates; and (c) all other expenses of our operations, administrations and transactions. From time to time, the Adviser, the Administrator or their affiliates may pay third-party providers of goods or services. We will reimburse the Adviser, Administrator or such affiliates thereof for any such amounts paid on our behalf. From time to time, the Adviser or the Administrator may defer or waive fees and/or rights to be reimbursed for expenses. In this regard, the Administrator has waived the right to be reimbursed for rent and related occupancy costs. However, the Administrator may seek reimbursement for such costs in future periods. All of the foregoing expenses will ultimately be borne by our shareholders. Costs and expenses of the Administrator and the Adviser that are eligible for reimbursement by us will be reasonably allocated on the basis of time spent, assets under management, usage rates, proportionate holdings, a combination thereof or other reasonable methods determined by the Administrator in accordance with policies adopted by the Board. OnDecember 12, 2018 , we entered into an Expense Support Agreement with the Adviser. The Expense Support Agreement provides that, at such times as the Adviser determines, the Adviser may pay certain Expense Payments on behalf of us, provided that no portion of the payment will be used to pay any of our interest expense. Such Expense Payment must be made in any combination of cash or other immediately available funds no later than forty-five days after a written commitment from the Adviser to pay such expense, and/or by an offset against amounts due from us to the Adviser or its affiliates. Following any calendar quarter in which Available Operating Funds (as defined in the Expense Support Agreement) exceed Excess Operating Funds, we shall pay Reimbursement Payments to the Adviser until such time as all Expense Payments made by the Adviser to us within three years prior to the last business day of such calendar quarter have been reimbursed. The amount of the Reimbursement Payment for any calendar quarter shall equal the lesser of (i) the Excess Operating Funds in such quarter and (ii) the aggregate amount of all Expense Payments made by the Adviser to us within three years prior to the last business day of such calendar quarter that have not been previously reimbursed by us to the Adviser. The Expense Support Agreement provides additional restrictions on the amount of each Reimbursement Payment for any calendar quarter. The Adviser may waive its right to receive all or a portion of any Reimbursement Payment in any particular calendar quarter, so that such Reimbursement Payment may be reimbursable in a future calendar quarter. As ofMarch 31, 2022 there were no unreimbursed Expense Payments remaining.
Portfolio and Investment Activity
For the three months endedMarch 31, 2022 , we acquired$334.2 million aggregate principal amount of investments (including$52.8 million of unfunded commitments),$310.0 million of which was first lien debt,$14.0 million of which was unsecured debt,$7.3 million of which was equity and$3.0 million of which was second lien debt. For the three months endedMarch 31, 2021 , we acquired$1,220.4 million aggregate principal amount of investments (including$231.2 million of unfunded commitments),$1,136.3 million of which was first lien debt,$20.9 million of which was unsecured debt,$31.9 million of which was equity and$31.3 million of which was second lien debt. 61
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Our investment activity is presented below (information presented herein is at amortized cost unless otherwise indicated) (dollar amounts in thousands):
As of and for the three months ended
March 31,
2022 2021
Investments:
Total investments, beginning of period $ 9,745,126 $ 5,575,482
New investments purchased 277,733 1,097,111
Payment-in-kind interest capitalized 10,690 1,883
Net accretion of discount on investments 10,590 21,143
Net realized gain (loss) on investments 5,382 4,634
Investments sold or repaid (133,142) (637,037)
Total investments, end of period $ 9,916,379 $ 6,063,216
Amount of investments funded at principal:
First lien debt investments $ 257,183 $ 1,070,714
Second lien debt investments 2,976 28,995
Unsecured debt 14,023 20,942
Equity investments 7,264 31,870
Total $ 281,446 $ 1,152,521
Proceeds from investments sold or repaid:
First lien debt investments $ (108,920) $ (590,883)
Second lien debt investments - (32,998)
Unsecured debt (13,535) (13,156)
Equity investments (10,687) -
Total $ (133,142) $ (637,037)
Number of portfolio companies 152 89
Weighted average yield of new investment commitments 7.00 % 7.28 %
Weighted average yield on investments fully sold or paid down 6.77 % 7.41 %
Weighted average yield on debt and income producing investments, at cost(1)
7.26 % 7.65 %
Weighted average yield on debt and income producing investments, at fair value(1)
7.22 % 7.60 %
Average loan to value (LTV)(3) 44.3 % 44.2 %
Percentage of debt investments bearing a floating rate 99.9 % 99.9 %
Percentage of debt investments bearing a fixed rate 0.1 % 0.1 %
(1)Computed as (a) the annual stated interest rate or yield plus the annual
accretion of discounts or less the annual amortization of premiums, as
applicable, on accruing debt included in such securities, divided by (b) total
debt investments (at fair value or cost, as applicable) included in such
securities. Actual yields earned over the life of each investment could differ
materially from the yields presented above.
(2)As of March 31, 2022 and 2021, the weighted average total portfolio yield at
cost was 7.17% and 7.57%, respectively. The weighted average total portfolio
yield at fair value was 7.09% and 7.52%, respectively.
(3)Includes all private debt investments for which fair value is determined by
our Board in conjunction with a third-party valuation firm and excludes quoted
assets. Average loan-to-value represents the net ratio of loan-to-value for each
portfolio company, weighted based on the fair value of total applicable private
debt investments. Loan-to-value is calculated as the current total net debt
through each respective loan tranche divided by the estimated enterprise value
of the portfolio company as of the most recent quarter end.
As of March 31, 2022 , our portfolio companies had a weighted average annual
revenue of $472 million and weighted average annual EBITDA of $128 million .
These calculations include all private debt investments for which fair value is
determined by the Board in conjunction with a third-party valuation firm and
excludes quoted assets. Amounts are weighted based on fair market value of each
respective investment. Amounts were derived from the most recently available
portfolio company financial statements, have not been independently by us, and
may reflect a normalized or adjusted amount. Accordingly, we make no
representation or warranty in respect of this information.
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Our investments consisted of the following (dollar amounts in thousands):
March 31, 2022 December 31, 2021
% of Total % of Total
Investments at Investments at
Cost Fair Value Fair Value Cost Fair Value Fair Value
First lien debt $ 9,729,069 $ 9,783,698 97.60 % $ 9,563,051 $ 9,621,939 97.63 %
Second lien debt 65,184 65,638 0.65 62,445 63,175 0.64
Equity investments 122,126 175,146 1.75 119,630 170,265 1.73
Total $ 9,916,379 $ 10,024,482 100.00 % $ 9,745,126 $ 9,855,379 100.00 %
As of
As ofMarch 31, 2022 andDecember 31, 2021 , on a fair value basis, approximately 99.9% and 99.9%, respectively, of our performing debt investments bore interest at a floating rate and approximately 0.1% and 0.1%, respectively, of our performing debt investments bore interest at a fixed rate.
Results of Operations
The following table represents the operating results (dollar amounts in thousands):
Three Months Ended
2022 2021
Total investment income $ 185,597 $ 130,710
Net expenses 81,508 55,073
Net investment income before excise tax 104,089 75,637
Excise tax expense 1,386 (282)
Net investment income after excise tax 102,703 75,919
Net unrealized appreciation (depreciation) (1,412) 32,052
Net realized gain (loss) 5,949 3,796
Net increase (decrease) in net assets resulting from operations $
107,240
Net increase (decrease) in net assets resulting from operations can vary from period to period as a result of various factors, including acquisitions, the level of new investment commitments, the recognition of realized gains and losses and changes in unrealized appreciation and depreciation on the investment portfolio. As a result, comparisons may not be meaningful.
Investment Income
Investment income was as follows (dollar amounts in thousands):
Three Months Ended March 31,
2022 2021
Interest income $ 170,989 $ 127,950
Payment-in-kind interest income 8,686 1,917
Dividend income 5,908 -
Fee income 14 843
Total investment income $ 185,597 $ 130,710
Total investment income increased to $185.6 million for the three months ended
March 31, 2022 from $130.7 million for the same period in the prior year
primarily driven by our deployment of capital and the increased balance of our
investments partially offset by lower weighted average yield on our investments
and lower prepayment related income. The size of our investment portfolio at
fair value increased to $10,024.5 million at March 31, 2022 from $6,105.4
million at March 31, 2021 . Additionally, for the three months ended March 31,
2022 , we accrued $1.0 million of non-recurring income (e.g. prepayment premiums
and accelerated accretion of upfront loan origination fees and unamortized
discounts) as compared to $18.4 million
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for the same period in the prior year. For the three months endedMarch 31, 2022 and 2021, payment-in-kind income represented 4.7% and 1.5% of investment income, respectively. We expect that investment income will vary based on a variety of factors including the pace of our originations and repayments. As the impact of COVID-19 persists, it could cause operational and/or liquidity issues at our portfolio companies which could restrict their ability to make cash interest payments. Additionally, we may experience full or partial losses on our investments which may ultimately reduce our investment income in future periods. Expenses
Expenses were as follows (dollar amounts in thousands):
Three Months Ended March 31,
2022 2021
Interest expense $ 40,301 $ 21,146
Management fees 25,636 11,677
Income based incentive fee 21,284 14,347
Capital gains incentive fee 681 5,377
Professional fees 707 586
Board of Trustees' fees 181 131
Administrative service expenses 840 492
Other general and administrative 1,327 1,317
Excise tax expense 1,386 (282)
Total expenses (including excise tax expense) 92,343 54,791
Management fees waived (6,409) -
Incentive fees waived (3,040) -
Net expenses (including excise tax expense) $ 82,894 $ 54,791
Interest Expense
Total interest expense (including unused fees and other debt financing
expenses), increased to $40.3 million for the three months ended March 31, 2022
from $21.1 million for the same period in the prior year primarily driven by
increased borrowings under our credit facilities and our unsecured bond
issuances. The average principal debt outstanding increased to $5,622.0 million
for the three months ended March 31, 2022 from $2,680.7 million for the same
period in the prior year, partially offset by a decrease in our weighted average
interest rate to 2.79% for the three months ended March 31, 2022 from 3.05% for
the same period in the prior year.
Management Fees
Management fees increased to$25.6 million for the three months endedMarch 31, 2022 from$11.7 million for the same period in the prior year primarily due to an increase in gross assets. The Adviser voluntarily waived management fees following the IPO such that the management fee will remain at 0.75% for a period of two years following the IPO (versus the contractual rate of 1.00%), which resulted in waivers of$6.4 million and$0.0 million for the three months endedMarch 31, 2022 and 2021, respectively. Our total gross assets increased to$10,331.0 million atMarch 31, 2022 from$6,504.4 million atMarch 31, 2021 .
Income Based Incentive Fees
Income based incentive fees increased to$21.3 million for the three months endedMarch 31, 2022 from$14.3 million for the same period in the prior year primarily due to our deployment of capital. The Adviser voluntarily waived incentive fees following the IPO such that the fee will remain at 15.0% for a period of two years following the IPO (versus the contractual rate of 17.5%), which resulted in waivers of$3.0 million and$0.0 million for the three months endedMarch 31, 2022 and 2021, respectively. Pre-incentive fee net investment income increased to$121.6 million for the three months endedMarch 31, 2022 from$95.6 million for the same period in the prior year. 64
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Capital Gains Based Incentive Fees
We accrued capital gains incentive fees of$0.7 million for the three months endedMarch 31, 2022 compared to$5.4 million for the same period in the prior year, primarily due to lower net realized and unrealized gains for the three months endedMarch 31, 2022 than for the same period in the prior year. The accrual for any capital gains incentive fee underU.S. GAAP in a given period may result in an additional expense if such cumulative amount is greater than in the prior period or a reduction of previously recorded expense if such cumulative amount is less in the prior period. If such cumulative amount is negative, then there is no accrual.
Other Expenses
Professional fees include legal, rating agencies, audit, tax, valuation, technology and other professional fees incurred related to the management of us. Administrative service fees represent fees paid to the Administrator for our allocable portion of overhead and other expenses incurred by the Administrator in performing its obligations under the administration agreement, including our allocable portion of the cost of certain of our executive officers, their respective staff and other non-investment professionals that perform duties for us. Prior to the IPO, offering costs included costs associated with our private offering. Other general and administrative expenses include insurance, filing, research, our sub-administrator, subscriptions and other costs.
Total other expenses increased to
The Adviser may elect to make Expense Payments on our behalf, subject to future Reimbursement Payments pursuant to the Expense Support Agreement described above in "-Key Components of Our Results of Operations-Expenses."
Income Taxes, Including Excise Taxes
We elected to be treated as a RIC under Subchapter M of the Code, and we intend to operate in a manner so as to continue to qualify for the tax treatment applicable to RICs. To qualify for tax treatment as a RIC, we must, among other things, distribute to our shareholders in each taxable year generally at least 90% of the sum of our investment company taxable income, as defined by the Code (without regard to the deduction for dividends paid), and net tax-exempt income for that taxable year. To maintain our tax treatment as a RIC, we, among other things, intend to make the requisite distributions to our shareholders, which generally relieve us from corporate-levelU.S. federal income taxes. Depending on the level of taxable income earned in a tax year, we may carry forward taxable income (including net capital gains, if any) in excess of current year dividend distributions from the current tax year into the next tax year and pay a nondeductible 4%U.S. federal excise tax on such taxable income, as required. To the extent that we determine that our estimated current year annual taxable income will be in excess of estimated current year dividend distributions from such income, we will accrue excise tax on estimated excess taxable income.
For the three months ended
Net Unrealized Gain (Loss)
Net unrealized gain (loss) was comprised of the following (dollar amounts in
thousands):
Three Months Ended March 31,
2022 2021
Net unrealized gain (loss) on investments $
(2,147)
735 (714) Net unrealized gain (loss)$ (1,412) $ 32,052 For the three months endedMarch 31, 2022 , the net unrealized loss was primarily driven by an decrease in the fair value of our debt investments during the period. The fair value of our debt investments as a percentage of principal decreased by 0.1% as compared to a 0.3% increase in fair value of our debt investments for the same period in prior year. The unrealized gains during the three months endedMarch 31, 2021 were partially driven by a continued recovery from the COVID-19 65 -------------------------------------------------------------------------------- Table of Contents pandemic as credit spreads tightened and the private and syndicated leverage loan markets have significantly rebounded from theMarch 2020 lows.
Net Realized Gain (Loss)
The realized gains and losses on fully exited and partially exited investments comprised of the following (dollar amounts in thousands):
Three
Months Ended
2022 2021
Net realized gain (loss) on investments $
5,382
567 (838) Net realized gain (loss)$ 5,949 $ 3,796 For the three months endedMarch 31, 2022 and 2021, we generated realized gains of$6.2 million and$5.0 million , respectively, partially offset by realized losses of$0.8 million and$0.4 million respectively, primarily from full or partial sales of our debt investments.
Financial Condition, Liquidity and Capital Resources
Our liquidity and capital resources are generated primarily from cash flows from interest, dividends and fees earned from our investments and principal repayments, our credit facilities, debt securitization transactions, and other secured and unsecured debt. We may also generate cash flow from operations, future borrowings and future offerings of securities including public and/or private issuances of debt and/or equity securities through both registered offerings and private offerings. The primary uses of our cash and cash equivalents are for (i) originating loans and purchasing senior secured debt investments, (ii) funding the costs of our operations (including fees paid to our Adviser and expense reimbursements paid to our Administrator), (iii) debt service, repayment and other financing costs of our borrowings and (iv) cash distributions to the holders of our shares. As of bothMarch 31, 2022 andDecember 31, 2021 , we had four revolving credit facilities outstanding and we had five issuances of unsecured bonds outstanding. We may from time to time enter into additional credit facilities, increase the size of our existing credit facilities or issue further debt securities. Any such incurrence or issuance would be subject to prevailing market conditions, our liquidity requirements, contractual and regulatory restrictions and other factors. In accordance with the 1940 Act, with certain limited exceptions, we are only allowed to incur borrowings, issue debt securities or issue preferred stock, if immediately after the borrowing or issuance, the ratio of total assets (less total liabilities other than indebtedness) to total indebtedness plus preferred stock, is at least 150%. As ofMarch 31, 2022 andDecember 31, 2021 , we had an aggregate amount of$5,680.5 million and$5,544.3 million of senior securities outstanding and our asset coverage ratio was 178.1% and 180.2%, respectively. We seek to carefully consider our unfunded commitments for the purpose of planning our ongoing financial leverage. Further, we maintain sufficient borrowing capacity within the 150% asset coverage limitation to cover any outstanding unfunded commitments we are required to fund. Cash and cash equivalents as ofMarch 31, 2022 , taken together with our$569.5 million of available capacity under our credit facilities (subject to borrowing base availability) is expected to be sufficient for our investing activities and to conduct our operations in the near term. Additionally, we held$264.3 million of Level 2 debt investments as ofMarch 31, 2022 , which could provide additional liquidity if necessary. A continued disruption in the financial markets caused by the COVID-19 outbreak or any other negative economic development could restrict our access to financing in the future. We may not be able to find new financing for future investments or liquidity needs and, even if we are able to obtain such financing, such financing may not be on as favorable terms as we have recently obtained. These factors may limit our ability to make new investments and adversely impact our results of operations. As ofMarch 31, 2022 , we had$140.9 million in cash and cash equivalents. During the three months endedMarch 31, 2022 , cash used in operating activities was$19.2 million , primarily as a result of funding portfolio investments of$277.7 million ; partially offset by proceeds from sale of investments of$133.1 million . Cash provided by financing activities was$57.2 million during the period, which was primarily as a result of net borrowings on our credit facilities and our unsecured debt issuances of$136.9 million ; partially offset by dividends paid in cash of$78.2 million . As ofMarch 31, 2021 , we had$291.7 million in cash and cash equivalents. During the three months endedMarch 31, 2021 , cash used in operating activities was$299.3 million , primarily as a result of funding portfolio investments of$1,097.1 million ; partially offset by proceeds from sale of investments of$637.0 million and an increase in payables for investments 66
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purchased of$63.7 million . Cash provided by financing activities was$373.3 million during the period, which was primarily as a result of net borrowings on our credit facilities and our unsecured debt issuances of$445.9 million ; partially offset by dividends paid in cash of$75.5 million .
Equity
OnOctober 28, 2021 , the Company priced its IPO, issuing 9,180,000 of its common shares of beneficial interest at a public offering price of$26.15 per share. Net of underwriting fees, the Company received net cash proceeds, before offering expenses, of$230.6 million . OnNovember 4, 2021 , the underwriters exercised their option to purchase an additional 1,377,000 shares of common shares, which resulted in net cash proceeds, before offering expenses, of$33.8 million . The Company's common shares began trading on the NYSE under the symbol "BXSL" onOctober 28, 2021 . In connection with the listing of the Company's common shares on the NYSE, the Board decided to eliminate any outstanding fractional common shares (the "Fractional Shares"), as permitted byDelaware law by rounding down the number of Fractional Shares held by each of our shareholders to the nearest whole share and paying each shareholder cash for such Fractional Shares.
Distributions and Dividend Reinvestment
The following table summarizes our distributions declared and payable for the three months endedMarch 31, 2022 (dollar amounts in thousands, except share amounts): Date Declared Record Date Payment Date Per Share Amount Total Amount October 18, 2021 January 18, 2022 May 13, 2022 $ 0.1000$ 16,927 (1) October 18, 2021 March 16, 2022 May 13, 2022 0.1500 25,454 (1) February 23, 2022 March 31, 2022 May 13, 2022 0.5300 89,937 Total distributions $ 0.7800$ 132,318
(1)Represents a special distribution.
OnOctober 18, 2021 , the Board also declared the following special distributions: Record Date Payment Date Per Share Amount May 16, 2022 August 12, 2022 $ 0.20 July 18, 2022 November 14, 2022 0.20 Total distributions $ 0.40 The following table summarizes our distributions declared and payable for the three months endedMarch 31, 2021 (dollar amounts in thousands, except share amounts): Date Declared Record Date Payment Date Per Share Amount Total Amount February 24, 2021 March 31, 2021 May 14, 2021 $ 0.5000$ 65,052 Total distributions $ 0.5000$ 65,052 With respect to distributions, we have adopted an "opt out" dividend reinvestment plan for shareholders. As a result, in the event of a declared cash distribution or other distribution, each shareholder that has not "opted out" of the dividend reinvestment plan will have their dividends or distributions automatically reinvested in additional shares rather than receiving cash distributions. Shareholders who receive distributions in the form of shares will be subject to the sameU.S. federal, state and local tax consequences as if they received cash distributions. Refer to Note 8 to the consolidated financial statements for more information on our dividend reinvestment program. 67
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The following table summarizes the amounts received and shares issued to
shareholders who have not opted out of our dividend reinvestment plan during the
three months ended
Payment Date DRIP Shares Value DRIP Shares Issued
January 30, 2022 $ 11,469 417,379
Total distributions $ 11,469 417,379
The following table summarizes the amounts received and shares issued to
shareholders who have not opted out of our dividend reinvestment plan during the
three months ended
Payment Date DRIP Shares Value DRIP Shares Issued
January 29, 2021 $ 11,179 443,639
Total distributions $ 11,179 443,639
Share Repurchase Plan
On October 18, 2021 , the Board approved a share repurchase plan (the "Company
10b5-1 Plan") to acquire up to approximately $262 million (representing the net
proceeds from the IPO) in the aggregate of the Company's common shares at prices
below net asset value per share over a specified period, in accordance with the
guidelines specified in Rule 10b-18 and Rule 10b5-1 of the Exchange Act. The
Company put the 10b5-1 Plan in place because it believes that, in the current
market conditions, if its common shares are trading below its then-current net
asset value per share, it is in the best interest of the Company's shareholders
for the Company to reinvest in its portfolio. For the three months ended March
31, 2022 , the Company did not repurchase any of its shares under the Share
Repurchase Plan.
Borrowings
Our outstanding debt obligations were as follows (dollar amounts in thousands):
March 31, 2022
Aggregate
Principal Outstanding Carrying Unused Amount
Committed Principal Value Portion (1) Available (2)
Jackson Hole Funding
Facility(3) $ 400,000 $ 360,367 $
360,367
590,780 590,780 234,220 234,220
Big Sky Funding Facility 500,000 499,606 499,606 394 394
Revolving Credit Facility(4) 1,325,000 1,029,780 1,029,780 295,220 295,220
2023 Notes(5) 400,000 400,000 397,233 - -
2026 Notes(5) 800,000 800,000 793,203 - -
New 2026 Notes(5) 700,000 700,000 692,105 - -
2027 Notes(5) 650,000 650,000 636,561 - -
2028 Notes(5) 650,000 650,000 637,787 - -
Total $ 6,250,000 $ 5,680,533 $ 5,637,422 $ 569,467 $ 569,467
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December 31, 2021
Aggregate
Principal Outstanding Carrying Unused Amount
Committed Principal Value Portion (1) Available (2)
Jackson Hole Funding
Facility(3) $ 400,000 $ 361,007 $
361,007
568,680 568,680 256,320 256,320
Big Sky Funding Facility 500,000 499,606 499,606 394 394
Revolving Credit Facility(4) 1,325,000 915,035 915,035 409,965 271,585
2023 Notes(5) 400,000 400,000 396,702 - -
2026 Notes(5) 800,000 800,000 792,757 - -
New 2026 Notes(5) 700,000 700,000 691,662 - -
2027 Notes(5) 650,000 650,000 635,860 - -
2028 Notes(5) 650,000 650,000 637,324 - -
Total $ 6,250,000 $ 5,544,328 $ 5,498,633 $ 705,672 $ 567,292
(1)The unused portion is the amount upon which commitment fees, if any, are
based.
(2)The amount available reflects any limitations related to each respective
credit facility's borrowing base.
(3)Under the Jackson Hole Funding Facility, the Company may borrow in U.S.
dollars or certain other permitted currencies. As of March 31, 2022 , the Company
had borrowings denominated in Euros (EUR) of 23.2 million. As of December 31,
2021 , the Company had borrowings denominated in Euros (EUR) of 23.3 million.
(4)Under the Revolving Credit Facility, the Company may borrow in U.S. dollars
or certain other permitted currencies. As of March 31, 2022 , the Company had
borrowings denominated in Canadian Dollars (CAD), Euros (EUR) and British Pounds
(GBP) of 270.0 million, 19.6 million and 51.8 million, respectively. As of
December 31, 2021 , the Company had borrowings denominated in Canadian Dollars
(CAD), Euros (EUR) and British Pounds (GBP) of 256.3 million, 18.6 million and
49.8 million, respectively.
(5)The carrying value of the Company's 2023 Notes, 2026 Notes, New 2026 Notes,
2027 Notes and 2028 Notes is presented net of unamortized debt issuance costs of
$2.8 million , $6.8 million , $7.9 million , $13.4 million and $12.2 million ,
respectively, as of March 31, 2022 . The carrying value of the Company's 2023
Notes, 2026 Notes, New 2026 Notes, 2027 Notes and 2028 Notes is presented net of
unamortized debt issuance costs of $3.3 million , $7.2 million , $8.3 million ,
$14.1 million and $12.7 million , respectively, as of December 31, 2021 .
For additional information on our debt obligations see "Item 1. Consolidated Financial Statements-Notes to Consolidated Financial Statements-Note 6. Borrowings."
Off-Balance Sheet Arrangements
Portfolio Company Commitments
Our investment portfolio contains and is expected to continue to contain debt investments which are in the form of lines of credit or delayed draw commitments, which require us to provide funding when requested by portfolio companies in accordance with underlying loan agreements. As ofMarch 31, 2022 andDecember 31, 2021 , we had unfunded delayed draw term loans and revolvers with an aggregate principal amount of$1,258.4 million and$1,407.3 million , respectively.
Other Commitments and Contingencies
From time to time, we may become a party to certain legal proceedings incidental to the normal course of its business. AtMarch 31, 2022 , management is not aware of any pending or threatened litigation.
Related-Party Transactions
We have entered into a number of business relationships with affiliated or related parties, including the following:
•the Investment Advisory Agreement;
•the Administration Agreement; and
•Expense Support and Conditional Reimbursement Agreement.
In addition to the aforementioned agreements, we, our Adviser and certain of our Adviser's affiliates have been granted exemptive relief by theSEC to co-invest with other funds managed by our Adviser or its affiliates in a manner consistent with our investment objectives, positions, policies, strategies and restrictions as well as regulatory requirements and 69
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other pertinent factors. See "Item 1. Consolidated Financial Statements-Notes to Consolidated Financial Statements-Note 3. Agreements and Related Party Transactions."
COVID-19 Update
The impact of the COVID-19 pandemic has rapidly evolved around the globe, causing disruption in theU.S. and global economies. Although the global economy continued reopening in early 2022 and robust economic activity has supported a continued recovery, certain geographies, most notablyChina , have experienced setbacks. The uncertainty surrounding the COVID-19 pandemic, including uncertainty regarding new variants of COVID-19 that have emerged and other factors have and may continue to contribute to significant volatility in the global markets. While vaccine availability and uptake has increased, the longer-term macro-economic effects on global supply chains, inflation, labor shortages and wage increases continue to impact many industries, including the collateral underlying certain of our loans. 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 our performance, financial condition, results of operations and ability to pay distributions.
Critical Accounting Estimates
The preparation of the consolidated financial statements requires us to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses. Changes in the economic environment, financial markets, and any other parameters used in determining such estimates could cause actual results to differ. Our critical accounting estimates, including those relating to the valuation of our investment portfolio, are described in our Annual Report on Form 10-K for the year endedDecember 31, 2021 , filed with theSEC onFebruary 28, 2022 , and elsewhere in our filings with theSEC . There have been no material changes in our critical accounting policies and practices.
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