0001504234
false
N-2
N-CSR
Blackstone Long-Short Credit Income Fund
0001504234
2022-12-31
2022-12-31
0001504234
BX:PreferredSharesMember
2022-12-31
2022-12-31
0001504234
BX:CommonSharesMember
2022-12-31
2022-12-31
0001504234
BX:RevolvingCreditFacilityMember
2012-01-01
2012-12-31
0001504234
BX:RevolvingCreditFacilityMember
2013-01-01
2013-12-31
0001504234
BX:RevolvingCreditFacilityMember
2014-01-01
2014-12-31
0001504234
BX:RevolvingCreditFacilityMember
2015-01-01
2015-12-31
0001504234
BX:RevolvingCreditFacilityMember
2016-01-01
2016-12-31
0001504234
BX:MRPSSeriesAMember
2016-01-01
2016-12-31
0001504234
BX:RevolvingCreditFacilityMember
2017-01-01
2017-12-31
0001504234
BX:MRPSSeriesAMember
2017-01-01
2017-12-31
0001504234
BX:RevolvingCreditFacilityMember
2018-01-01
2018-12-31
0001504234
BX:MRPSSeriesAMember
2018-01-01
2018-12-31
0001504234
BX:RevolvingCreditFacilityMember
2019-01-01
2019-12-31
0001504234
BX:MRPSSeriesAMember
2019-01-01
2019-12-31
0001504234
BX:RevolvingCreditFacilityMember
2020-01-01
2020-12-31
0001504234
BX:MRPSSeriesAMember
2020-01-01
2020-12-31
0001504234
BX:RevolvingCreditFacilityMember
2021-01-01
2021-12-31
0001504234
BX:MRPSSeriesAMember
2021-01-01
2021-12-31
0001504234
BX:RevolvingCreditFacilityMember
2022-01-01
2022-12-31
0001504234
BX:MRPSSeriesAMember
2022-01-01
2022-12-31
0001504234
BX:InvestmentAndMarketRiskMember
2022-12-31
2022-12-31
0001504234
BX:BelowInvestmentGradeOrHighYieldInstrumentsRiskMember
2022-12-31
2022-12-31
0001504234
BX:CovenantLiteObligationsRiskMember
2022-12-31
2022-12-31
0001504234
BX:ValuationRiskMember
2022-12-31
2022-12-31
0001504234
BX:SwapRiskMember
2022-12-31
2022-12-31
0001504234
BX:CreditRiskMember
2022-12-31
2022-12-31
0001504234
BX:InterestRateRiskMember
2022-12-31
2022-12-31
0001504234
BX:SystematicStrategiesRelatedToBondInvestmentsRiskMember
2022-12-31
2022-12-31
0001504234
BX:LIBORRiskMember
2022-12-31
2022-12-31
0001504234
BX:ForceMajeureRiskMember
2022-12-31
2022-12-31
0001504234
BX:EpidemicAndPandemicRiskMember
2022-12-31
2022-12-31
0001504234
BX:COVID19RiskMember
2022-12-31
2022-12-31
0001504234
BX:MarketDisruptionAndGeopoliticalRiskMember
2022-12-31
2022-12-31
0001504234
BX:LenderLiabilityRiskMember
2022-12-31
2022-12-31
0001504234
BX:CounterpartyRiskMember
2022-12-31
2022-12-31
0001504234
BX:PotentialConflictsOfInterestRiskMember
2022-12-31
2022-12-31
0001504234
BX:LimitationsOnTransactionsWithAffiliatesRiskMember
2022-12-31
2022-12-31
0001504234
BX:DependenceOnKeyPersonnelRiskMember
2022-12-31
2022-12-31
0001504234
BX:PrepaymentRiskMember
2022-12-31
2022-12-31
0001504234
BX:UKExitFromTheEUMember
2022-12-31
2022-12-31
0001504234
BX:RepurchaseAgreementsRiskMember
2022-12-31
2022-12-31
0001504234
BX:ReverseRepurchaseAgreementsRiskMember
2022-12-31
2022-12-31
0001504234
BX:InvestmentsInEquitySecuritiesOrWarrantsIncidentalToInvestmentsInFixedIncomeInstrumentsMember
2022-12-31
2022-12-31
0001504234
BX:InflationDeflationRiskMember
2022-12-31
2022-12-31
0001504234
BX:USGovernmentDebtSecuritiesRiskMember
2022-12-31
2022-12-31
0001504234
BX:CyberSecurityRiskAndIdentityTheftRisksMember
2022-12-31
2022-12-31
0001504234
BX:PortfolioTurnoverRiskMember
2022-12-31
2022-12-31
0001504234
BX:GovernmentInterventionIntheFinancialMarketsMember
2022-12-31
2022-12-31
0001504234
BX:InflationAndSupplyChainRiskMember
2022-12-31
2022-12-31
0001504234
BX:DerivativesRiskMember
2022-12-31
2022-12-31
0001504234
BX:SecuredLoansRiskMember
2022-12-31
2022-12-31
0001504234
BX:FixedIncomeInstrumentsRiskMember
2022-12-31
2022-12-31
0001504234
BX:UnsecuredLoansRiskMember
2022-12-31
2022-12-31
0001504234
BX:ShortSellingRiskMember
2022-12-31
2022-12-31
0001504234
BX:StructuredProductsRiskMember
2022-12-31
2022-12-31
0001504234
BX:LiquidityRiskMember
2022-12-31
2022-12-31
0001504234
BX:LeverageRiskMember
2022-12-31
2022-12-31
0001504234
BX:ForeignCurrencyRiskMember
2022-12-31
2022-12-31
0001504234
BX:CommonSharesMember
2019-01-01
2019-03-29
0001504234
BX:CommonSharesMember
2019-03-30
2019-06-28
0001504234
BX:CommonSharesMember
2019-06-29
2019-09-30
0001504234
BX:CommonSharesMember
2019-10-01
2019-12-31
0001504234
BX:CommonSharesMember
2020-01-01
2020-03-31
0001504234
BX:CommonSharesMember
2020-04-01
2020-06-30
0001504234
BX:CommonSharesMember
2020-07-01
2020-09-30
0001504234
BX:CommonSharesMember
2020-10-01
2020-12-31
0001504234
BX:CommonSharesMember
2021-01-01
2021-03-31
0001504234
BX:CommonSharesMember
2021-04-01
2021-06-30
0001504234
BX:CommonSharesMember
2021-07-01
2021-09-30
0001504234
BX:CommonSharesMember
2021-10-01
2021-12-31
0001504234
BX:CommonSharesMember
2022-01-01
2022-03-31
0001504234
BX:CommonSharesMember
2022-04-01
2022-06-30
0001504234
BX:CommonSharesMember
2022-07-01
2022-09-30
0001504234
BX:CommonSharesMember
2022-10-01
2022-12-30
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
xbrli:pure
Item
1. Report to Stockholders.

Table
of Contents
Manager
Commentary |
2 |
Fund
Summary |
4 |
Portfolio
of Investments |
13 |
Statements
of Assets and Liabilities |
68 |
Statements
of Operations |
69 |
Statements
of Changes in Net Assets |
70 |
Statements
of Cash Flows |
71 |
Financial
Highlights |
72 |
Notes
to Financial Statements |
81 |
Report
of Independent Registered Public Accounting Firm |
97 |
Summary
of Dividend Reinvestment Plan |
98 |
Additional
Information |
99 |
Summary
of Updated Information Regarding the Funds |
101 |
Summary
of Fund Expenses |
128 |
Senior
Securities |
129 |
Market
and Net Asset Value Information |
131 |
Privacy
Procedures |
134 |
Trustees & Officers |
145 |
Blackstone
Credit Funds |
Manager
Commentary |
December
31, 2022 (Unaudited)
To
Our Shareholders:
Volatility
charcterized global credit markets in 2022 amid multiple macro headwinds after a year of record growth and broad recovery from
the COVID-19 pandemic. Performance suffered as central banks embarked on one of the most coordinated tightening cycles globally
and as recession concerns mounted. Historically, loans have outperformed both fixed rate and equities during periods in which
the U.S. Federal Reserve increased interest rates, and this past year was no different. Duration and fixed rate assets were hardest
hit by rising interest rates, while floating rate loans significantly outperformed the broader debt and equity markets, with a
rally over the final quarter pushing loan returns almost back to positive territory.i
Prices
across both loans and high-yield tumbled through the first half of the year following the invasion of Ukraine and continued to
decline through the summer as risk-off sentiment escalated. Loan and high-yield prices hit their annual lows in the summer and
then rallied by year end, albeit with some volatility along the way. Average loans prices lost roughly 6 points to end the year
at $92.44,ii while high-yield average prices experienced an even sharper decline, dropping over 7 points to $86.22
by year end.iii
The
risk-off sentiment led to a bifurcation of performance between higher and lower quality assets in 2022. BB loans returned 2.99%
and CCC loans returned -12.00%,iv while the overall U.S. loan index returned -0.60%.v
The
volatility roiled primary markets, leading to a steep decline in issuance across credit markets. Institutional loan issuance totalled
$225 billion in 2022, a 63% drop from the historic peak of $615 billion set in 2021. High-yield bonds slumped further, and this
year’s issuance of $102 billion is the market’s lowest annual volume since 2008.vi
12-Month Total Returns as of December 31, 2022 |
US Loans (Morningstar LSTA US Leveraged Loan Index) |
-0.60% |
US High Yield Bonds (Bloomberg High Yield US High Yield Index) |
-11.19% |
3-month Treasury Bills (Bloomberg U.S. Treasury Bellwethers: 3 Month) |
1.51% |
10-year Treasuries (Bloomberg U.S. Treasury Bellwethers: 10 Year) |
-16.33% |
US Aggregate Bonds (Bloomberg U.S. Aggregate Index) |
-13.01% |
US Investment Grade Bonds (Bloomberg U.S. Corporate Investment Grade Index) |
-15.76% |
Emerging Markets (Bloomberg EM USD Aggregate Index) |
-15.26% |
US
Large Cap Equities (S&P 500® Index) |
-19.44% |
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.
On
the demand side, the year started with loan inflows as investors continued to rotate into retail funds at the prospect of rising
rates. However, macro volatility ended the positive streak with outflows experienced every month starting with May, turning the
$22 billion of inflows through the end of April to full year outflows of -$13 billionvii. High-yield funds notched
two strong months of inflows in October and November, but had a tough yearoverall with nearly $50 billion exiting these funds
over the course of the year.viii
Despite
low asset supply and a challenged arbitrage as liability spreads widened with the weakness of the primary markets, the CLO market
had a relatively strong year of supply with $129 billion of CLOs pricing in 2022.ix That compares with the CLO market’s
2021 record high of $187 billion. The loan market selloff created a ”pull-to-par“ price arbitrage opportunity, helping
managers to offset the high cost of liabilities to potentially bolster equity returns. Solid performance followed as well, and
CLO debt tranches outperformed U.S. loans and high-yield for the year, returning +0.21%.x This positive performance
was carried by the +1.05% return for CLO AAAs, while returns for all other rated CLO debt tranches were negative for the 2022
period.xi
Fundamental
concerns increased as the year progressed, as attention moved to slowing growth and recession. Downgrades increased, but U.S.
loan and high-yield default rates remained near their historical lows, both finishing the year under 1%.xii However,
this is expected to rise in 2023 as companies become more vulnerable to higher interest expenses and cost pressures due to slower
growth and tightening financial conditions.xiii Unlike the early days of the COVID-19 pandemic, when downgrades spiked
and then returned to normal relatively quickly, the weaker economic outlook means we don’t expect a near-term reversal in
rising downgrades and defaults.xiv
A
technical rally has encompassed credit markets in the first month of 2023, and we believe technicals will remain a key driver
of performance at least over the near term. Primary loan and high yield supply is expected to remain subdued, with the focus on
managing the maturity wall. Demand from CLOs, which represent 61% of the loan buyer base,xv is forecasted to stay subdued,
at least during the first half of 2023.xvi We believe a slower pace of CLO issuances due to tight arbitrage and limited
loan supply has allowed liability spreads to tighten. Retail demand is expected to return as the macro backdrop stabilizes.
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
2 |
www.blackstone-credit.com |
Blackstone
Credit Funds |
Manager
Commentary |
December
31, 2022 (Unaudited)
All
figures are approximate and as of December 31, 2022, unless otherwise indicated. The words “we”, “us”,
and “our” refer to BSL, BGX and BGB, unless the context requires otherwise. In all other instances, including with
respect to current and forward-looking views and opinions of the market and BSL, BGX and BGB 's portfolio and performance positioning,
these terms refer to BSL's, BGX's and BGB's adviser, Blackstone Liquid Credit Strategies LLC.
Certain
information contained in this communication constitutes “forward-looking statements” within the meaning of the federal
securities laws and the Private Securities Litigation Reform Act of 1995. These forward-looking statements can be identified by
the use of forward-looking terminology, such as “outlook,” “indicator,” “believes,” “expects,”
“potential,” “continues,” “may,” “can,” “will,” “should,”
“seeks,” “approximately,” “predicts,” “intends,” “plans,” “estimates,”
“anticipates”, “confident,” “conviction,” “identified” or the negative versions
of these words or other comparable words thereof. These may include BSL's, BGX's and BGB's financial estimates and their underlying
assumptions, statements about plans, objectives and expectations with respect to future operations, statements regarding future
performance, statements regarding economic and market trends and statements regarding identified but not yet closed investments.
Such forward-looking statements are inherently uncertain and there are or may be important factors that could cause actual outcomes
or results to differ materially from those indicated in such statements. BSL, BGX and BGB believe these factors include but are
not limited to those described under the section entitled “Risk Factors” in their prospectuses and annual reports
for the most recent fiscal year, and any such updated factors included in their periodic filings with the Securities and Exchange
Commission (the “SEC”), which are accessible on the SEC's website at www.sec.gov.
These factors should not be construed as exhaustive and should be read in conjunction with the other cautionary statements that
are included in this document (or BSL's, BGX's and BGB's prospectus and other filings). Except as otherwise required by federal
securities laws, BSL, BGX and BGB undertake no obligation to publicly update or revise any forward-looking statements, whether
as a result of new information, future developments or otherwise.
| i | Morningstar
LSTA US Leveraged Loans Index, December 31, 2022. |
| ii | Morningstar
LSTA US Leveraged Loans Index, December 31, 2022. |
| iii | Bloomberg
US High Yield Bond Index, December 31, 2022. |
| iv | Morningstar
LSTA US Leveraged Loans Index, December 31, 2022. |
| v | Morningstar
LSTA US Leveraged Loans Index, December 31, 2022. |
| vi | LCD,
December 30, 2022. |
| vii | JPMorgan,
Lipper, December 30, 2022 |
| viii | LCD,
December 30, 2022. |
| ix | LCD,
December 30, 2022. |
| x | JP
Morgan CLOIE Index, December 31, 2023. |
| xi | JP
Morgan CLOIE, January 3, 2023. |
| xii | JP
Morgan Default Monitor, January 3, 2023. |
| xiii | JP
Morgan, U.S. High Yield & Leveraged Loan Credit Outlook, December 2022. |
| xiv | LCD
Quick Take: Loan downgrades outpace upgrades by most in two years, November 28, 2022. |
| xv | JP
Morgan Research, November 30, 2022. |
| xvi | Barclays
Research, Global CLOs, Light at the end of the 1H, December 1, 2022 |
Annual Report | December 31, 2022 |
3 |
Blackstone Senior Floating Rate Term Fund |
Fund Summary |
December
31, 2022 (Unaudited)
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, 2022, BSL outperformed its benchmark, the Morningstar LSTA US Leveraged Loan Index (“Morningstar LLI”),
on a Net Asset Value (“NAV”) per share basis for the ten-year and since inception periods and underperformed its benchmark
for the one-year, three-year, and five-year periods. On a share price basis, the Fund underperformed its benchmark for the one-year,
three-year, five-year, ten-year, and since inception periods. The shares of the Fund traded at an average discount to NAV of 7.3%
for the 12 months ended December 31, 2022, compared to its peer group average discount of 8.1% over the same period.
NAV
Performance Factors
The
Fund’s underperformance relative to the benchmark for the twelve months ended December 31, 2022 was primarily attributable
to leverage and credit selection. By issuer, the largest positive contributors to performance were Quidditch Acquisition, Vantage
Specialty Chemicals, and National Intergovernmental Purchasing Alliance, and the most significant detractors were Carestream Health,
Genesiscare USA, and AMC Entertainment.
Portfolio
Activity and Positioning
During
the period, we continued to dynamically manage the Fund to reduce risk into a strengthening market. The Fund’s largest sector
overweights were Computers & Peripherals; Diversified Financial Services; and Healthcare Providers & Services. The largest
sector underweights were Software; Hotels, Restaurants & Leisure; and IT Services. The Fund reduced its allocation to high
yield bonds during the period in favor of CLO securities.
4 |
www.blackstone-credit.com |
Blackstone Senior Floating Rate Term Fund |
Fund Summary |
December
31, 2022 (Unaudited)
Performance
Summary
Performance
quoted represents past performance, which may be higher or lower than current performance. Past performance is not indicative
of future results. The returns shown do not reflect taxes that an investor would pay on Fund distributions or on the sale of Fund
shares. To obtain the most recent month-end performance, visit www.blackstone-credit.com.
Value
of a $10,000 Investment

BSL
Total Return (as of December 31, 2022)
|
1
Year |
3
Year† |
5
Year† |
10
Year† |
Since
Inception† |
NAV* |
-8.07%** |
1.57% |
2.87% |
3.95% |
4.70% |
Market
Price* |
-22.89% |
-1.84% |
-0.02% |
2.19% |
3.34% |
Morningstar
LSTA US Leveraged Loan Index |
-0.60% |
2.54% |
3.31% |
3.67% |
4.28% |
| * | 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 as of December 31, 2022 may differ from the net asset
value for financial reporting purposes. |
Annual Report | December 31, 2022 |
5 |
Blackstone Senior Floating Rate Term Fund |
Fund Summary |
December
31, 2022 (Unaudited)
BSL’s
Portfolio Composition*
| * | 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. |
BSL’s
Moody’s Rating*
| * | For
more information on Moody's ratings and descriptions refer to https://ratings.moodys.io/ratings. |
Portfolio
Characteristics
Average
All-In Rate |
7.97% |
Current
Dividend Yield^ |
9.65% |
Effective
Duration^^ |
0.34
yr |
Average
Position* |
0.23% |
Leverage* |
31.80% |
| ^ | Using
current dividend rate of $0.100/share and market price/share as of 12/31/2022. |
| ^^ | Loan
durations are based on the actual remaining time until the underlying base rate is reset
for each individual loan. |
| * | As
a percentage of Managed Assets. |
Top
10 Issuers*
WP CityMD Bidco LLC |
1.2% |
Level 3 Financing Inc |
1.0% |
Park River Holdings, Inc. |
1.0% |
Mitchell International, Inc. |
1.0% |
PetVet Care Centers LLC |
1.0% |
Telenet Financing Usd Llc |
0.9% |
Ziggo Financing Partners |
0.9% |
Vantage Specialty Chemicals, Inc. |
0.9% |
Froneri International, Ltd. |
0.9% |
Chariot
Buyer Llc |
0.9% |
Top
10 Issuer |
9.7% |
| * | As
a percentage of Managed Assets. |
Portfolio
holdings and distributions are subject to change and are not recommendations to buy or sell any security.
Top
5 Industries*^
Software |
9.0% |
Health
Care Providers & Services |
8.9% |
Diversified
Financial Services |
7.8% |
Professional
Services |
5.6% |
Media |
5.5% |
Top
5 Industries |
36.8% |
| * | As
a percentage of Managed Assets. |
| ^ | GICS Industry Classification Schema. |
6 |
www.blackstone-credit.com |
Blackstone Long-Short Credit Income Fund |
Fund Summary |
December
31, 2022 (Unaudited)
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, 2022, BGX outperformed a composite weighting of the Morningstar LLI and the Bloomberg U.S. High Yield Index (“Bloomberg
HYI”) (70% loans, 30% high yield bonds) on a NAV per share basis for the ten-year and since inception periods and underperformed
its benchmark for the one-year, three-year, and five-year periods. On a share price basis, the Fund underperformed its benchmark
for the one-year, three-year, five-year, ten-year, and since inception periods. The shares of the Fund traded at an average discount
to NAV of 10.8% for the 12 months ended December 31, 2022, compared to its peer group average discount of 8.9% over the same period.
NAV
Performance Factors
The
Fund’s underperformance relative to the benchmark for the twelve months ended December 31, 2022 was primarily attributable
to leverage and credit selection within loans. By issuer, the largest positive contributors to performance were Quidditch Acquisition,
Vantage Specialty Chemicals, and PBF Finance, and the most significant detractors were Carestream Health, AMC Entertainment, and
Genesiscare USA.
Portfolio
Activity and Positioning
During
the period, we continued to dynamically manage the Fund to reduce risk into a strengthening market. The Fund’s largest sector
overweights were Diversified Financial Services; Computers & Peripherals; and Commercial Services & Supplies. The largest
sector underweights were Media; Hotels, Restaurants & Leisure; and Diversified Telecommunication Services. The Fund increased
its allocation to high yield bonds and CLO securities during the period, while reducing its exposure to broadly syndicated loans.
Annual Report | December 31, 2022 |
7 |
Blackstone Long-Short Credit Income Fund |
Fund Summary |
December
31, 2022 (Unaudited)
Performance
Summary
Performance
quoted represents past performance, which may be higher or lower than current performance. Past performance is not indicative
of future results. The returns shown do not reflect taxes that an investor would pay on Fund distributions or on the sale of Fund
shares. To obtain the most recent month-end performance, visit www.blackstone-credit.com.
Value
of a $10,000 Investment

BGX
Total Return (as of December 31, 2022)
|
1
Year |
3
Year† |
5
Year† |
10
Year† |
Since
Inception† |
NAV* |
-11.19%** |
0.43% |
2.57% |
4.31% |
4.67% |
Market
Price* |
-20.58% |
-4.15% |
1.04% |
2.91% |
3.00% |
70%
Morningstar LSTA US LLI / 30% Bloomberg U.S. HYI |
-3.81% |
1.83% |
3.03% |
3.80% |
4.17% |
| * | 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 as of December 31, 2022 may differ from the net asset
value for financial reporting purposes. |
8 |
www.blackstone-credit.com |
Blackstone Long-Short Credit Income Fund |
Fund Summary |
December 31, 2022 (Unaudited)
BGX’s
Portfolio Composition*
| * | 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. |
BGX’s
Moody’s Rating Distribution*

| * | For
more information on Moody's ratings and descriptions refer to https://ratings.moodys.io/ratings. |
Portfolio
Characteristics
Average
All-In Rate |
7.67% |
Current
Dividend Yield^ |
10.52% |
Effective
Duration^^ |
1.05
yr |
Average
Position* |
0.23% |
Leverage* |
39.16% |
| ^ | Using
current dividend rate of $0.095/share and market price/share as of 12/31/2022. |
| ^^ | Loan
durations are based on the actual remaining time until the underlying base rate is reset
for each individual loan. |
| * | As
a percentage of Managed Assets. |
Top
10 Issuers*
Mitchell
International, Inc. |
1.2% |
WP
CityMD Bidco LLC |
1.1% |
Level
3 Financing Inc |
1.0% |
Park
River Holdings, Inc. |
1.0% |
Telenet
Financing Usd Llc |
0.9% |
Virgin
Media Bristol Llc |
0.9% |
Froneri
International, Ltd. |
0.9% |
UPC
Financing Partnership |
0.8% |
Vantage
Specialty Chemicals, Inc. |
0.8% |
Chariot
Buyer Llc |
0.8% |
Top
10 Issuer |
9.4% |
| * | As
a percentage of Managed Assets. |
Portfolio
holdings and distributions are subject to change and are not recommendations to buy or sell any security.
Top
5 Industries*^
Diversified
Financial Services |
8.7% |
Software |
8.2% |
Health
Care Providers & Services |
7.3% |
Media |
5.4% |
Hotels,
Restaurants & Leisure |
4.9% |
Top
5 Industries |
34.5% |
| * | As
a percentage of Managed Assets. |
| ^ | GICS
Industry Classification Schema. |
Annual Report | December 31, 2022 |
9 |
Blackstone Strategic Credit Fund |
Fund Summary |
December
31, 2022 (Unaudited)
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, 2022, BGB underperformed a composite weighting of the Morningstar LLI and the Bloomberg HYI (75% loans, 25% high
yield bonds) on a 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 underperformed its benchmark for the one-year, three-year, five-year, ten-year and since inception periods.
The shares of the Fund traded at an average discount to NAV of 10.2% for the 12 months ended December 31, 2022, compared to its
peer group average discount of 9.0% over the same period.
NAV
Performance Factors
The
Fund’s underperformance relative to the benchmark for the twelve months ended December 31, 2022 was primarily attributable
to leverage and credit selection in loans. By issuer, the largest positive contributors to performance were Ridgeback Resources,
PBF Finance, and Quidditch Acquisition, and the most significant detractors were Carestream Health, AMC Entertainment, and Genesiscare
USA.
Portfolio
Activity and Positioning
During
the period, we continued to dynamically manage the Fund to reduce risk into a strengthening market. The Fund’s largest sector
overweights were Computers & Peripherals; Commercial Services & Supplies; and Healthcare Providers & Services. The
largest sector underweights were Media; Hotels, Restaurants & Leisure; and Diversified Telecommunication Services. The Fund
increased its allocation to high yield bonds during the period, while reducing its exposure to broadly syndicated loans.
10 |
www.blackstone-credit.com |
Blackstone Strategic Credit Fund |
Fund Summary |
December
31, 2022 (Unaudited)
Performance
Summary
Performance
quoted represents past performance, which may be higher or lower than current performance. Past performance is not indicative
of future results. The returns shown do not reflect taxes that an investor would pay on Fund distributions or on the sale of Fund
shares. To obtain the most recent month-end performance, visit www.blackstone-credit.com.
Value
of a $10,000 Investment

BGB
Total Return (as of December 31, 2022)
|
1
Year |
3
Year† |
5
Year† |
10
Year† |
Since
Inception† |
NAV* |
-10.60%** |
-0.31% |
1.59% |
3.69% |
3.77% |
Market
Price* |
-16.13% |
-2.71% |
0.39% |
2.67% |
1.98% |
75%
Morningstar LSTA US LLI /25% Bloomberg U.S. HYI |
-3.28% |
1.95% |
3.08% |
3.78% |
3.87% |
| * | 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 as of December 31, 2022 may differ from the net asset
value for financial reporting purposes. |
Annual Report | December 31, 2022 |
11 |
Blackstone Strategic Credit Fund |
Fund Summary |
December
31, 2022 (Unaudited)
BGB’s
Portfolio Composition*
| * | 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. |
BGB’s
Moody’s Rating Distribution*

| * | For
more information on Moody's ratings and descriptions refer to https://ratings.moodys.io/ratings. |
Portfolio
Characteristics
Average
All-In Rate |
7.53% |
Current
Dividend Yield^ |
9.64% |
Effective
Duration^^ |
1.07
yr |
Average
Position* |
0.22% |
Leverage* |
36.78% |
| ^ | Using current dividend rate of $0.085/share and market price/share as of 12/31/2022. |
| ^^ | Loan durations are based on the actual remaining time until the underlying base rate is reset for each individual loan. |
| * | As
a percentage of Managed Assets. |
Top
10 Issuers*
WP
CityMD Bidco LLC |
1.1% |
Level
3 Financing Inc |
1.0% |
Park
River Holdings, Inc. |
1.0% |
Mitchell
International, Inc. |
1.0% |
PetVet
Care Centers LLC |
0.9% |
Froneri
International, Ltd. |
0.9% |
Telenet
Financing Usd Llc |
0.9% |
Peraton
Corp. |
0.8% |
UPC
Financing Partnership |
0.8% |
Ziggo
Financing Partners |
0.8% |
Top
10 Issuer |
9.2% |
| * | As
a percentage of Managed Assets. |
Portfolio
holdings and distributions are subject to change and are not recommendations to buy or sell any security.
Top
5 Industries*^
Software |
9.4% |
Health
Care Providers & Services |
8.1% |
Media |
5.8% |
Professional
Services |
5.2% |
Hotels,
Restaurants & Leisure |
4.8% |
Top
5 Industries |
33.3% |
| * | As
a percentage of Managed Assets. |
| ^ | GICS
Industry Classification Schema. |
12 |
www.blackstone-credit.com |
Blackstone
Senior Floating Rate Term Fund |
Portfolio
of Investments |
December
31, 2022
| |
Principal
Amount | | |
Value | |
FLOATING RATE LOAN INTERESTS(a) - 129.37% | |
| | | |
| | |
Aerospace & Defense - 4.92% | |
| | | |
| | |
Amentum Government Services Holdings LLC, First Lien Term Loan, 6M US L + 4.00%, 02/15/2029 | |
$ | 971,648 | | |
$ | 949,179 | |
Atlas CC Acquisition Corp., First Lien B Term Loan, 3M US L + 4.25%, 0.75% Floor, 05/25/2028 | |
| 2,012,539 | | |
| 1,704,188 | |
Atlas CC Acquisition Corp., First Lien C Term Loan, 3M US L + 4.25%, 0.75% Floor, 05/25/2028 | |
| 409,330 | | |
| 346,615 | |
Nordam Group LLC, First Lien Initial Term Loan, 1M US L + 5.50%, 04/09/2026 | |
| 1,693,999 | | |
| 1,334,024 | |
Peraton Corp., First Lien B Term Loan, 1M US L + 3.75%, 0.75% Floor, 02/01/2028 | |
| 2,312,274 | | |
| 2,262,178 | |
TransDigm, Inc., First Lien Tranche F Refinancing Term Loan, 3M US L + 2.25%, 12/09/2025 | |
| 1,775,518 | | |
| 1,757,319 | |
Vertex Aerospace Corp., First Lien Term Loan, 1M US L + 3.50%, 12/06/2028 | |
| 610,769 | | |
| 600,942 | |
| |
| | | |
| 8,954,445 | |
| |
| | | |
| | |
Air Freight & Logistics - 1.72% | |
| | | |
| | |
WWEX UNI TopCo Holdings LLC, First Lien Initial Term Loan, 3M US L + 4.00%, 0.75% Floor, 07/26/2028 | |
| 1,671,727 | | |
| 1,535,323 | |
XPO Logistics Inc, First Lien Refinancing Term Loan, First Lien Term Loan, 1M US L + 1.75%, 02/24/2025 | |
| 1,600,000 | | |
| 1,594,872 | |
| |
| | | |
| 3,130,195 | |
| |
| | | |
| | |
Airlines - 2.41% | |
| | | |
| | |
Air Canada, First Lien B Term Loan, 3M US L + 3.50%, 0.75% Floor, 08/11/2028 | |
| 900,000 | | |
| 892,265 | |
American Airlines, Inc., First Lien 2018 Replacement Term Loan, 1M US L + 1.75%, 06/27/2025 | |
| 782,743 | | |
| 754,494 | |
American Airlines, Inc., First Lien 2020 Term Loan, 3M US L + 1.75%, 01/29/2027 | |
| 395,440 | | |
| 376,374 | |
Brown Group Holding LLC, First Lien Term Loan, 1M US L + 2.50%, 0.50% Floor, 06/07/2028 | |
| 1,047,160 | | |
| 1,029,856 | |
KKR Apple Bidco LLC, Second Lien Initial Term Loan, 1M US L + 5.75%, 0.50% Floor, 09/21/2029 | |
| 173,714 | | |
| 168,503 | |
United AirLines, Inc., First Lien Class B Term Loan, 3M US L + 3.75%, 0.75% Floor, 04/21/2028 | |
| 1,181,201 | | |
| 1,169,637 | |
| |
| | | |
| 4,391,129 | |
| |
| | | |
| | |
Auto Components - 1.22% | |
| | | |
| | |
Burgess Point Purchaser Corp., First Lien Term Loan, 3M US L + 5.25%, 07/25/2029 | |
| 1,472,000 | | |
| 1,343,200 | |
Wheel Pros, Inc., First Lien Initial Term Loan, 3M US L + 4.50%, 0.75% Floor, 05/11/2028 | |
| 1,284,297 | | |
| 877,984 | |
| |
| | | |
| 2,221,184 | |
| |
| | | |
| | |
Beverages - 1.16% | |
| | | |
| | |
Triton Water Holdings, Inc., First Lien Initial Term Loan, 3M US L + 3.50%, 0.50% Floor, 03/31/2028 | |
| 2,267,978 | | |
| 2,116,874 | |
| |
| | | |
| | |
Biotechnology - 0.75% | |
| | | |
| | |
Grifols Worldwide Operations, TLB, First Lien Term Loan, 3M US L + 2.00%, 11/08/2027 | |
| 1,400,861 | | |
| 1,357,673 | |
| |
| | | |
| | |
Building Products - 3.17% | |
| | | |
| | |
Arc Falcon I, Inc., First Lien Initial Term Loan, 1M US L + 3.75%, 09/30/2028 | |
| 56,672 | | |
| 50,056 | |
Chariot Buyer LLC, First Lien Term Loan: | |
| | | |
| | |
1M US L + 3.25%, 0.50% Floor, 11/03/2028 | |
| 1,058,945 | | |
| 1,000,703 | |
3M US L + 7.51%, 0.50% Floor, 10/31/2029 | |
| 1,310,605 | | |
| 1,306,509 | |
CP Atlas Buyer, Inc., First Lien B Term Loan, 1M US L + 3.50%, 0.50% Floor, 11/23/2027 | |
| 1,687,460 | | |
| 1,484,307 | |
Kodiak Building Partners Inc. TLB, First Lien Term Loan, 3M US L + 3.25%, 0.75% Floor, 02/25/2028 | |
| 2,050,044 | | |
| 1,929,604 | |
| |
| | | |
| 5,771,179 | |
See
Notes to Financial Statements.
Annual
Report | December 31, 2022 |
|
13 |
Blackstone
Senior Floating Rate Term Fund |
Portfolio
of Investments |
December
31, 2022
| |
Principal Amount | | |
Value | |
Capital Markets - 0.56% | |
| | | |
| | |
Focus Financial Partners LLC, First Lien Term Loan, 3M US L + 2.50%, 0.50% Floor, 06/30/2028 | |
$ | 1,047,342 | | |
$ | 1,029,668 | |
| |
| | | |
| | |
Chemicals - 3.69% | |
| | | |
| | |
CPC Acquisition Corp., First Lien Initial Term Loan, 3M US L + 3.75%, 0.75% Floor, 12/29/2027 | |
| 808,904 | | |
| 591,309 | |
Eco Services Operations Corp., First Lien Term Loan, 3M US L + 2.50%, 0.50% Floor, 06/09/2028 | |
| 1,000,000 | | |
| 986,875 | |
Geon Performance Solutions LLC, First Lien Term Loan, 3M US L + 4.50%, 0.75% Floor, 08/18/2028 | |
| 1,150,930 | | |
| 1,122,156 | |
Hyperion Materials & Technologies, Inc., First Lien Initial Term Loan, 3M US L + 4.50%, 0.50% Floor, 08/30/2028 | |
| 748,291 | | |
| 728,652 | |
Messer Industries Llc Tl, First Lien Term Loan, 3M US L + 2.50%, 03/02/2026 | |
| 911,113 | | |
| 904,708 | |
Vantage Specialty Chemicals, Inc., First Lien Closing Date Term Loan, 3M US L + 3.50%, 1.00% Floor, 10/28/2024 | |
| 1,114,156 | | |
| 1,090,620 | |
Vantage Specialty Chemicals, Inc., First Lien Term Loan, 3M US L + 3.50%, 10/28/2024 | |
| 635,200 | | |
| 621,781 | |
Vantage Specialty Chemicals, Inc., Second Lien Initial Term Loan, 3M US L + 8.25%, 1.00% Floor, 10/27/2025 | |
| 725,111 | | |
| 673,900 | |
| |
| | | |
| 6,720,001 | |
| |
| | | |
| | |
Commercial Services & Supplies - 4.63% | |
| | | |
| | |
Access CIG LLC, Second Lien Initial Term Loan, 1M
US L + 7.75%, 02/27/2026(b) | |
| 1,074,290 | | |
| 956,118 | |
Covanta 11/21 TLB, First Lien Term Loan, 3M US L + 2.50%, 11/30/2028 | |
| 1,589,107 | | |
| 1,579,747 | |
Covanta 11/21 TLC, First Lien Term Loan, 3M US L + 2.50%, 11/30/2028 | |
| 119,934 | | |
| 119,227 | |
DG Investment Intermediate Holdings 2, Inc., Second Lien Initial Term Loan, 1M US L + 6.75%, 0.75% Floor, 03/30/2029 | |
| 601,071 | | |
| 533,950 | |
EAB Global, Inc., First Lien Term Loan, 3M US L + 3.50%, 0.50% Floor, 08/16/2028 | |
| 599 | | |
| 577 | |
Foundational Education Group, Inc., First Lien Term
Loan, 3M US L + 3.75%, 08/31/2028(b) | |
| 1,463 | | |
| 1,317 | |
Garda World Security Corp., First Lien B-2 Term Loan, 3M US L + 4.25%, 10/30/2026 | |
| 1,101,356 | | |
| 1,074,372 | |
Output Services Group, Inc. TLA 1L, First Lien Term
Loan, 3M US SOFR + 5.25%, 1.50% PIK, 06/29/2026(c) | |
| 589,048 | | |
| 401,289 | |
Revspring, Inc., First Lien Initial Term Loan, 3M US L + 4.00%, 10/11/2025 | |
| 1,267,200 | | |
| 1,226,016 | |
TRC Companies, First Lien Term Loan, 1M US L + 3.75%, 12/08/2028 | |
| 575,051 | | |
| 551,474 | |
TRC Companies, Second Lien Term Loan, 1M US L +
6.75%, 12/07/2029(b) | |
| 713,846 | | |
| 663,877 | |
United Site Cov-Lite, First Lien Term Loan, 1M US L + 4.25%, 12/15/2028 | |
| 1,084,931 | | |
| 908,706 | |
Vaco Holdings, LLC, First Lien Term Loan, 3M US L + 5.00%, 01/21/2029 | |
| 339,429 | | |
| 328,538 | |
Wand NewCo 3, Inc., First Lien Tranche B-1 Term Loan, 1M US L + 3.00%, 02/05/2026 | |
| 90,469 | | |
| 86,026 | |
| |
| | | |
| 8,431,234 | |
| |
| | | |
| | |
Communications Equipment - 0.17% | |
| | | |
| | |
MLN US HoldCo LLC, First Lien B Term Loan, 3M US L + 4.50%, 11/30/2025 | |
| 854,492 | | |
| 301,208 | |
| |
| | | |
| | |
Construction & Engineering - 2.69% | |
| | | |
| | |
Aegion Corp., First Lien Initial Term Loan, 1M US L + 4.75%, 0.75% Floor, 05/17/2028 | |
| 1,437,977 | | |
| 1,347,499 | |
APi Group DE, Inc., First Lien Term Loan, 1M US L + 2.75%, 01/03/2029 | |
| 997,465 | | |
| 990,857 | |
Brookfield WEC Holdings, Inc., First Lien Initial (2021) Term Loan, 1M US L + 2.75%, 0.50% Floor, 08/01/2025 | |
| 1,076,180 | | |
| 1,062,674 | |
Tutor Perini Corp., First Lien B Term Loan, 1M US L + 4.75%, 1.00% Floor, 08/18/2027 | |
| 1,585,457 | | |
| 1,496,275 | |
| |
| | | |
| 4,897,305 | |
See
Notes to Financial Statements.
14 |
www.blackstone-credit.com |
Blackstone
Senior Floating Rate Term Fund |
Portfolio
of Investments |
December
31, 2022
| |
Principal Amount | | |
Value | |
Construction Materials - 0.83% | |
| | | |
| | |
White Cap Buyer LLC, First Lien Initial Closing Date Term Loan, 1M US L + 3.75%, 0.50% Floor, 10/19/2027 | |
$ | 1,564,988 | | |
$ | 1,516,083 | |
| |
| | | |
| | |
Containers & Packaging - 1.64% | |
| | | |
| | |
Berry Global, Inc., First Lien Term Loan, 1M US L + 1.75%, 07/01/2026 | |
| 271,003 | | |
| 269,341 | |
LABL, Inc., First Lien Term Loan, 1M US L + 5.00%, 10/29/2028 | |
| 567,143 | | |
| 539,849 | |
Reynolds Consumer Products LLC, First Lien Initial Term Loan, 3M US L + 1.75%, 02/04/2027 | |
| 1,695,022 | | |
| 1,684,030 | |
Strategic Materials Holding Corp., Second Lien Initial Term Loan, 3M US L + 7.75%, 1.00% Floor, 10/31/2025 | |
| 800,000 | | |
| 260,000 | |
Tekni-Plex, Inc., First Lien Delayed Draw Tem Term Loan, 3M US L + 4.00%, 0.50% Floor, 09/15/2028 | |
| 29,419 | | |
| 28,321 | |
Tekni-Plex, Inc., First Lien Tranche B-3 Initial Term Loan, 3M US L + 4.00%, 0.50% Floor, 09/15/2028 | |
| 206,509 | | |
| 198,802 | |
| |
| | | |
| 2,980,343 | |
| |
| | | |
| | |
Distributors - 1.03% | |
| | | |
| | |
LBM Acquisition LLC, First Lien Initial Term Loan, 3M US L + 3.75%, 0.75% Floor, 12/17/2027 | |
| 2,160,629 | | |
| 1,882,793 | |
| |
| | | |
| | |
Diversified Consumer Services - 5.62% | |
| | | |
| | |
Element Materials Technology Group Holdings DTL, First Lien Term Loan, 3M US L + 4.25%, 06/22/2029 | |
| 571,298 | | |
| 559,635 | |
Element Materials Technology Group Holdings TL, First Lien Term Loan, 3M US L + 4.25%, 06/22/2029 | |
| 1,237,812 | | |
| 1,212,542 | |
Learning Care Group No. 2, Inc., First Lien Initial Term Loan, 3M US L + 3.25%, 1.00% Floor, 03/13/2025 | |
| 769,022 | | |
| 717,402 | |
Loyalty Ventures, Inc., First Lien Term Loan, 3M US L + 4.50%, 11/03/2027 | |
| 490,359 | | |
| 205,032 | |
McKissock Investment Holdings, LLC, First Lien Term Loan, 3M US L + 5.00%, 03/12/2029 | |
| 231,783 | | |
| 216,935 | |
Pre Paid Legal Services, Inc., First Lien Term Loan, 1M US L + 3.75%, 12/15/2028 | |
| 1,476,169 | | |
| 1,422,924 | |
Prime Security Services Borrower LLC, First Lien 2021 Refinancing B-1 Term Loan, 3M US L + 2.75%, 0.75% Floor, 09/23/2026 | |
| 1,400,000 | | |
| 1,389,500 | |
Rinchem Company, Inc., First Lien Term Loan, 3M
US L + 4.50%, 03/02/2029(b) | |
| 512,309 | | |
| 485,413 | |
St. George's University Scholastic Services LLC, First Lien Term Loan B Term Loan, 1M US L + 3.25%, 0.50% Floor, 02/10/2029 | |
| 1,331,951 | | |
| 1,298,652 | |
TruGreen LP, First Lien Term Loan, 1M US L + 4.00%, 0.75% Floor, 11/02/2027 | |
| 1,346,565 | | |
| 1,199,291 | |
Weld North Education LLC, First Lien Term Loan, 1M US L + 3.75%, 0.50% Floor, 12/21/2027 | |
| 1,565,424 | | |
| 1,537,638 | |
| |
| | | |
| 10,244,964 | |
| |
| | | |
| | |
Diversified Financial Services - 3.86% | |
| | | |
| | |
Apex Group Treasury, Ltd., First Lien USD Term Loan, 3M US L + 3.75%, 0.50% Floor, 07/27/2028 | |
| 752,904 | | |
| 720,906 | |
Lereta, LLC, First Lien Term Loan, 1M US L + 5.25%, 07/30/2028 | |
| 487,205 | | |
| 428,740 | |
Mitchell International, Inc., First Lien Term Loan, 3M US L + 3.75%, 10/15/2028 | |
| 2,511,032 | | |
| 2,321,412 | |
Mitchell International, Inc., Second Lien Term Loan, 3M US L + 6.50%, 10/15/2029 | |
| 412,371 | | |
| 344,588 | |
Outcomes Group Holdings, Inc., Second Lien Initial
Term Loan, 3M US L + 7.50%, 10/26/2026(b) | |
| 162,722 | | |
| 156,213 | |
Polaris Newco LLC, First Lien Dollar Term Loan, 3M US L + 4.00%, 0.50% Floor, 06/02/2028 | |
| 1,732,194 | | |
| 1,584,957 | |
Sedgwick Claims Management Services, Inc., First Lien 2020 Term Loan, 1M US L + 4.25%, 1.00% Floor, 09/03/2026 | |
| 1,575 | | |
| 1,559 | |
The Citco Group Limited, TLB, First Lien Term Loan, 3M US SOFR + 3.50%, 04/27/2028 | |
| 1,475,177 | | |
| 1,467,801 | |
| |
| | | |
| 7,026,176 | |
| |
| | | |
| | |
Diversified Telecommunication Services - 4.19% | |
| | | |
| | |
Level 3 Financing, Inc., First Lien Term Loan, 1M US L + 1.75%, 03/01/2027 | |
| 2,919,606 | | |
| 2,805,172 | |
Telenet Financing USD LLC, First Lien Term Loan, 1M US L + 2.00%, 04/30/2028 | |
| 2,492,903 | | |
| 2,432,450 | |
Telesat Canada, First Lien B-5 Term Loan, 3M US L + 2.75%, 12/07/2026 | |
| 1,254,928 | | |
| 592,057 | |
See
Notes to Financial Statements.
Annual
Report | December 31, 2022 |
15 |
Blackstone
Senior Floating Rate Term Fund |
Portfolio
of Investments |
December
31, 2022
| |
Principal Amount | | |
Value | |
Diversified Telecommunication Services (continued) | |
| | | |
| | |
Zacapa S.A.R.L., First Lien Term Loan, 3M US L + 4.25%, 03/22/2029 | |
$ | 1,871,419 | | |
$ | 1,803,383 | |
| |
| | | |
| 7,633,062 | |
Electric Utilities - 0.54% | |
| | | |
| | |
MIRION TECHNOLOGIES, INC., TLB, First Lien Term Loan, 3M US L + 2.75%, 10/20/2028 | |
| 997,481 | | |
| 981,452 | |
| |
| | | |
| | |
Electrical Equipment - 0.00%(d) | |
| | | |
| | |
Madison IAQ LLC, First Lien Initial Term Loan, 3M US L + 3.25%, 0.50% Floor, 06/21/2028 | |
| 3,863 | | |
| 3,604 | |
| |
| | | |
| | |
Electronic Equipment, Instruments & Components - 1.32% | |
| | | |
| | |
Ingram Micro, Inc., First Lien Initial Term Loan, 3M US L + 3.50%, 0.50% Floor, 06/30/2028 | |
| 1,648,222 | | |
| 1,627,619 | |
LTI Holdings, Inc., First Lien Initial Term Loan, 1M US L + 3.50%, 09/06/2025 | |
| 3,525 | | |
| 3,383 | |
LTI Holdings, Inc., First Lien Term Loan, 3M US L + 4.50%, 07/24/2026 | |
| 419,474 | | |
| 402,695 | |
LTI Holdings, Inc., Second Lien Initial Term Loan, 1M US L + 6.75%, 09/06/2026 | |
| 468,085 | | |
| 374,468 | |
| |
| | | |
| 2,408,165 | |
Energy Equipment & Services - 0.39% | |
| | | |
| | |
EnergySolutions LLC, First Lien Initial Term Loan, 3M US L + 3.75%, 1.00% Floor, 05/09/2025 | |
| 755,413 | | |
| 705,839 | |
| |
| | | |
| | |
Entertainment - 2.55% | |
| | | |
| | |
AMC Entertainment Holdings, Inc., First Lien B-1 Term Loan, 1M US L + 3.00%, 04/22/2026 | |
| 2,364,339 | | |
| 1,292,750 | |
Amplify Finco Pty, Ltd., First Lien U.S. Dollar Term Loan, 3M US L + 4.25%, 0.75% Floor, 11/26/2026 | |
| 1,374,872 | | |
| 1,325,611 | |
CE Intermediate I LLC, First Lien Term Loan, 3M
US L + 4.00%, 0.50% Floor, 11/10/2028(b) | |
| 864,552 | | |
| 825,647 | |
Crown Finance US, Inc., First Lien Initial Dollar
Tranche Term Loan, 3M US L + 4.50%, 1.00% Floor, 02/28/2025(e) | |
| 1,435,625 | | |
| 271,319 | |
Crown Finance US, Inc., First Lien Second Amendment
Dollar Tranche Term Loan, 3M US L + 2.75%, 09/30/2026(e) | |
| 226,131 | | |
| 41,867 | |
NASCAR HOLDINGS, INC. TLB, First Lien Term Loan, 3M US L + 2.75%, 10/19/2026 | |
| 897,784 | | |
| 896,872 | |
| |
| | | |
| 4,654,066 | |
Food Products - 1.93% | |
| | | |
| | |
Froneri International, Ltd., First Lien Facility B2 Term Loan, 1M US L + 2.25%, 01/29/2027 | |
| 2,444,110 | | |
| 2,383,350 | |
Snacking Investments BidCo Pty, Ltd., First Lien Initial US Term Loan, 1M US L + 4.00%, 1.00% Floor, 12/18/2026 | |
| 1,165,991 | | |
| 1,139,756 | |
| |
| | | |
| 3,523,106 | |
Health Care Equipment & Supplies - 4.29% | |
| | | |
| | |
Auris Luxembourg III SARL, First Lien Facility B2 Term Loan, 6M US L + 3.75%, 02/27/2026 | |
| 2,284,732 | | |
| 2,050,547 | |
Carestream Health, Inc. TL 1L, First Lien Term Loan,
3M US L + 7.50%, 09/30/2027(b) | |
| 155,679 | | |
| 119,094 | |
Femur Buyer, Inc., First Lien Initial Term Loan, 3M US L + 4.50%, 03/05/2026 | |
| 576,079 | | |
| 497,228 | |
Tecostar Holdings, Inc., First Lien 2017 Term Loan, 3M US L + 3.50%, 1.00% Floor, 05/01/2024 | |
| 2,016,492 | | |
| 1,695,659 | |
Viant Medical Holdings, Inc., First Lien Initial Term Loan, 1M US L + 3.75%, 07/02/2025 | |
| 833,310 | | |
| 738,696 | |
YI LLC, First Lien Initial Term Loan, 1M US L + 4.00%, 1.00% Floor, 11/07/2024 | |
| 1,348,592 | | |
| 1,304,763 | |
Zest Acquisition Corp., Second Lien Initial Term Loan, 1M US L + 7.00%, 1.00% Floor, 03/13/2026 | |
| 1,500,000 | | |
| 1,417,500 | |
| |
| | | |
| 7,823,487 | |
Health Care Providers & Services - 12.79% | |
| | | |
| | |
Covenant Surgical Partners, Inc., First Lien Delayed Draw Term Loan, 3M US L + 4.00%, 07/01/2026 | |
| 269,360 | | |
| 228,283 | |
Covenant Surgical Partners, Inc., First Lien Initial Term Loan, 3M US L + 4.00%, 07/01/2026 | |
| 1,302,967 | | |
| 1,104,265 | |
DaVita, Inc., First Lien B Term Loan, 1M US L + 1.75%, 08/12/2026 | |
| 975,574 | | |
| 952,653 | |
See
Notes to Financial Statements.
16 |
www.blackstone-credit.com |
Blackstone
Senior Floating Rate Term Fund |
Portfolio
of Investments |
December
31, 2022
| |
Principal Amount | | |
Value | |
Health Care Providers & Services (continued) | |
| | | |
| | |
Envision Healthcare Corp., First Lien Term Loan: | |
| | | |
| | |
3M US L + 4.25%, 03/31/2027 | |
$ | 1,447,962 | | |
$ | 506,787 | |
3M US L + 7.88%, 03/31/2027 | |
| 223,385 | | |
| 200,069 | |
Genesis Care Finance Pty, Ltd., First Lien Facility
B5 Term Loan, 3M US L + 5.00%, 1.00% Floor, 05/14/2027 | |
| 1,970,592 | | |
| 720,498 | |
Global Medical Response, Inc., First Lien 2018 New Term Loan, 1M US L + 4.25%, 1.00% Floor, 03/14/2025 | |
| 2,330,990 | | |
| 1,665,690 | |
Heartland Dental Care, Inc., First Lien Term Loan,
1M US L + 5.00%, 04/30/2025(b) | |
| 967,361 | | |
| 914,156 | |
Heartland Dental LLC, First Lien 2021 Incremental Term Loan, 1M US L + 4.00%, 04/30/2025 | |
| 1,093,827 | | |
| 1,019,173 | |
Iaa Spinco Inc. Tlb, First Lien Term Loan, 3M US L + 3.25%, 12/22/2028 | |
| 3,096,548 | | |
| 3,094,009 | |
LifePoint Health, Inc., First Lien B Term Loan, 3M US L + 3.75%, 11/16/2025 | |
| 1,392,207 | | |
| 1,315,810 | |
Loire UK Midco 3, Ltd., First Lien Facility B2 Term Loan, 1M US L + 3.50%, 0.75% Floor, 04/21/2027 | |
| 937,231 | | |
| 880,997 | |
Medical Solutions LLC, First Lien Term Loan, 1M US L + 3.50%, 11/01/2028 | |
| 142,319 | | |
| 133,705 | |
NAPA Management Services Corp., First Lien Term Loan, 3M US L + 5.25%, 0.75% Floor, 02/23/2029 | |
| 925,783 | | |
| 762,327 | |
National Mentor Holdings, Inc., TL, First Lien Term Loan, 3M US L + 3.75%, 02/18/2028 | |
| 2,230,213 | | |
| 1,571,062 | |
National Mentor Holdings, Inc., TLC, First Lien Term Loan, 3M US L + 3.75%, 02/18/2028 | |
| 63,269 | | |
| 44,569 | |
Onex TSG Intermediate Corp., First Lien Initial Term Loan, 3M US L + 4.75%, 0.75% Floor, 02/28/2028 | |
| 1,395,363 | | |
| 1,249,875 | |
Pathway Vet Alliance LLC, First Lien 2021 Replacement Term Loan, 1M US L + 3.75%, 03/31/2027 | |
| 1,523,008 | | |
| 1,276,783 | |
Pediatric Associates Holding Co. LLC, First Lien Term Loan: | |
| | | |
| | |
1M US L + 3.25%, 0.50% Floor, 12/29/2028 | |
| 26,806 | | |
| 25,522 | |
3M US L + 1.88%, 12/29/2028(f) | |
| 2,036 | | |
| 1,938 | |
PetVet Care Centers LLC, First Lien 2021 Replacement Term Loan, 1M US L + 3.50%, 0.75% Floor, 02/14/2025 | |
| 1,602,273 | | |
| 1,510,783 | |
PetVet Care Centers LLC, Second Lien Initial Term Loan, 1M US L + 6.25%, 02/13/2026 | |
| 1,120,000 | | |
| 1,034,600 | |
Phoenix Guarantor, Inc., First Lien Tranche B-3 Term Loan, 1M US L + 3.50%, 03/05/2026 | |
| 1,287,714 | | |
| 1,214,836 | |
Radiology Partners, Inc., First Lien Term Loan, 1M US L + 4.25%, 07/09/2025 | |
| 913,380 | | |
| 770,952 | |
Team Health Holdings, Inc., First Lien Initial Term Loan, 1M US L + 2.75%, 1.00% Floor, 02/06/2024 | |
| 1,284,983 | | |
| 1,105,085 | |
| |
| | | |
| 23,304,427 | |
Health Care Technology - 2.27% | |
| | | |
| | |
AthenaHealth Group, Inc., First Lien Term Loan, 1M US L + 5.80%, 02/15/2029 | |
| 1,714,853 | | |
| 1,552,559 | |
Project Ruby Ultimate Parent Corp., First Lien Closing Date Term Loan, 1M US L + 3.25%, 0.75% Floor, 03/10/2028 | |
| 739,724 | | |
| 701,085 | |
Verscend Holding Corp., First Lien B-1 Term Loan, 1M US L + 4.00%, 08/27/2025 | |
| 1,892,413 | | |
| 1,884,134 | |
| |
| | | |
| 4,137,778 | |
Hotels, Restaurants & Leisure - 4.07% | |
| | | |
| | |
1011778 B.C. Unlimited Liability Company, First Lien B-4 Term Loan, 1M US L + 1.75%, 11/19/2026 | |
| 1,346,530 | | |
| 1,325,968 | |
Aramark Services, Inc., First Lien Term Loan, 1M US L + 2.50%, 04/06/2028 | |
| 1,690,790 | | |
| 1,673,248 | |
Bally's Corp., First Lien Term Loan, 1M US L + 3.25%, 0.50% Floor, 10/01/2028 | |
| 1,385,936 | | |
| 1,286,149 | |
Delta 2 (Lux) Sarl, TLB, First Lien Term Loan, 1M US SOFR + 3.25%, 01/15/2030 | |
| 288,485 | | |
| 288,701 | |
Flutter Financing B.V., First Lien Term Loan, 3M US L + 3.25%, 0.50% Floor, 09/16/2028 | |
| 1,241,150 | | |
| 1,237,532 | |
MIC Glen LLC, First Lien Initial Term Loan, 1M US L + 3.50%, 0.50% Floor, 07/21/2028 | |
| 1,607 | | |
| 1,533 | |
Travel Leaders Group LLC, First Lien 2018 Refinancing Term Loan, 1M US L + 4.00%, 01/25/2024 | |
| 868,328 | | |
| 798,319 | |
Whatabrands LLC, First Lien Initial B Term Loan, 1M US L + 3.25%, 0.50% Floor, 08/03/2028 | |
| 820,507 | | |
| 794,866 | |
| |
| | | |
| 7,406,316 | |
See
Notes to Financial Statements.
Annual
Report | December 31, 2022 |
17 |
Blackstone
Senior Floating Rate Term Fund |
Portfolio
of Investments |
December
31, 2022
| |
Principal Amount | | |
Value | |
Household Durables - 0.48% | |
| | | |
| | |
Hunter Douglas Inc., First Lien Term Loan, 3M US L + 3.50%, 02/26/2029 | |
$ | 985,155 | | |
$ | 871,774 | |
| |
| | | |
| | |
Independent Power and Renewable Electricity Producers - 0.81% | |
| | | |
| | |
Calpine Corp., First Lien Term Loan, 1M US L + 2.00%, 04/05/2026 | |
| 1,346,512 | | |
| 1,331,788 | |
Eastern Power LLC, First Lien Term Loan, 3M US L + 3.75%, 1.00% Floor, 10/02/2025 | |
| 156,027 | | |
| 139,633 | |
| |
| | | |
| 1,471,421 | |
Industrial Conglomerates - 4.03% | |
| | | |
| | |
Bettcher Industries, Inc., First Lien Term Loan, 3M US L + 4.00%, 12/14/2028 | |
| 840,688 | | |
| 792,348 | |
Engineered Machinery Holdings, Inc., First Lien
Term Loan, 3M US L + 3.75%, 0.75% Floor, 05/19/2028 | |
| 1,585,985 | | |
| 1,538,159 | |
Justrite Safety Group, First Lien Delayed Draw Term Loan, 1M US L + 4.50%, 06/28/2026 | |
| 74,853 | | |
| 67,508 | |
Justrite Safety Group, First Lien Initial Term Loan, 1M US L + 4.50%, 06/28/2026 | |
| 1,384,648 | | |
| 1,248,780 | |
Redwood Star Merger Sub, Inc., First Lien Term Loan, 1M US L + 4.50%, 04/05/2029 | |
| 846,666 | | |
| 792,995 | |
Tailwind Smith Cooper Intermediate Corp., First Lien Initial Term Loan, 3M US L + 5.00%, 05/28/2026 | |
| 1,481,595 | | |
| 1,347,325 | |
TK Elevator Midco GmbH, First Lien Facility B1 Term Loan, 6M US L + 3.50%, 0.50% Floor, 07/30/2027 | |
| 1,618,789 | | |
| 1,561,759 | |
| |
| | | |
| 7,348,874 | |
Insurance - 1.88% | |
| | | |
| | |
AmWINS Group, Inc., First Lien Term Loan, 1M US L + 2.25%, 0.75% Floor, 02/19/2028 | |
| 1,755,581 | | |
| 1,726,641 | |
NFP Corp., First Lien Closing Date Term Loan, 1M US L + 3.25%, 02/15/2027 | |
| 1,767,356 | | |
| 1,694,770 | |
| |
| | | |
| 3,421,411 | |
Interactive Media & Services - 1.85% | |
| | | |
| | |
Adevinta ASA, First Lien Facility B2 Term Loan, 3M US L + 2.75%, 0.75% Floor, 06/26/2028 | |
| 498,734 | | |
| 494,495 | |
Cengage Learning, Inc., First Lien Term Loan B Term Loan, 3M US L + 4.75%, 07/14/2026 | |
| 742,577 | | |
| 669,596 | |
MH Sub I LLC, Second Lien 2021 Replacement Term Loan, 3M US L + 6.25%, 02/23/2029 | |
| 705,038 | | |
| 631,449 | |
Momentive, Inc., First Lien Term Loan, 1M US L + 3.75%, 10/10/2025 | |
| 1,624,056 | | |
| 1,575,335 | |
| |
| | | |
| 3,370,875 | |
IT Services - 3.28% | |
| | | |
| | |
DCert Buyer, Inc., First Lien Initial Term Loan, 3M US L + 4.00%, 10/16/2026 | |
| 302 | | |
| 292 | |
DCert Buyer, Inc., Second Lien First Amendment Refinancing Term Loan, 3M US L + 7.00%, 02/19/2029 | |
| 1,581,655 | | |
| 1,450,377 | |
Endurance International Group Holdings, Inc., First Lien Initial Term Loan, 1M US L + 3.50%, 0.75% Floor, 02/10/2028 | |
| 2,368,605 | | |
| 2,137,666 | |
Ensono LP, First Lien Initial Term Loan, 1M US L + 3.75%, 05/26/2028 | |
| 176 | | |
| 159 | |
FleetCor Technologies Operating Co. LLC, First Lien Term Loan, 1M US L + 1.75%, 04/28/2028 | |
| 1,196,965 | | |
| 1,186,492 | |
Park Place Technologies LLC, First Lien Closing Date Term Loan, 1M US L + 5.00%, 1.00% Floor, 11/10/2027 | |
| 890,154 | | |
| 841,752 | |
Sabre GLBL, Inc., First Lien 2021 Other B-1 Term Loan, 1M US L + 3.50%, 0.50% Floor, 12/17/2027 | |
| 150,498 | | |
| 137,518 | |
Sabre GLBL, Inc., First Lien 2021 Other B-2 Term Loan, 1M US L + 3.50%, 0.50% Floor, 12/17/2027 | |
| 239,796 | | |
| 219,113 | |
Virtusa Corp., First Lien Term Loan: | |
| | | |
| | |
1M US L + 3.75%, 0.75% Floor, 02/11/2028 | |
| 1,585 | | |
| 1,534 | |
1M US L + 3.75%, 02/15/2029 | |
| 1,584 | | |
| 1,533 | |
| |
| | | |
| 5,976,436 | |
Leisure Products - 1.04% | |
| | | |
| | |
Motion Finco LLC, First Lien Facility B1 (USD) Loan Term Loan, 3M US L + 3.25%, 11/12/2026 | |
| 381 | | |
| 365 | |
See
Notes to Financial Statements.
18 |
www.blackstone-credit.com |
Blackstone Senior Floating Rate Term Fund |
Portfolio of Investments |
December
31, 2022
| |
Principal
Amount | | |
Value | |
Leisure Products (continued) | |
| | | |
| | |
Motion Finco LLC, First Lien Facility B2 (USD) Loan Term Loan, 3M US L + 3.25%, 11/12/2026 | |
$ | 20 | | |
$ | 20 | |
Recess Holdings, Inc., First Lien Initial Term Loan, 3M US L + 3.75%, 1.00% Floor, 09/30/2024 | |
| 1,898,858 | | |
| 1,891,746 | |
| |
| | | |
| 1,892,131 | |
| |
| | | |
| | |
Life Sciences Tools & Services - 2.41% | |
| | | |
| | |
Catalent Pharma Solutions, Inc., First Lien Term Loan, 1M US L + 2.00%, 0.50% Floor, 02/22/2028 | |
| 1,000,000 | | |
| 986,410 | |
Curia Global, Inc., First Lien 2021 Term Loan, 3M US L + 3.75%, 0.75% Floor, 08/30/2026 | |
| 2,635,346 | | |
| 2,183,226 | |
Maravai Intermediate Holdings LLC, First Lien Term Loan, 1M US L + 3.25%, 0.50% Floor, 10/19/2027 | |
| 498,741 | | |
| 490,324 | |
Parexel International Corporation, First Lien Term Loan, 1M US L + 3.25%, 0.50% Floor, 11/15/2028 | |
| 747,418 | | |
| 721,467 | |
| |
| | | |
| 4,381,427 | |
| |
| | | |
| | |
Machinery - 0.97% | |
| | | |
| | |
PRO MACH Group, Inc., First Lien Closing Date Initial Term Loan, 1M US L + 4.00%, 1.00% Floor, 08/31/2028 | |
| 1,725,882 | | |
| 1,682,519 | |
Titan Acquisition, Ltd., First Lien Initial Term Loan, 3M US L + 3.00%, 03/28/2025 | |
| 99,738 | | |
| 93,435 | |
| |
| | | |
| 1,775,954 | |
| |
| | | |
| | |
Media - 7.89% | |
| | | |
| | |
Champ Acquisition Corp., First Lien Initial Term Loan, 3M US L + 5.50%, 12/19/2025 | |
| 1,364,151 | | |
| 1,353,920 | |
Charter Communications Operating LLC, First Lien Term Loan, 1M US L + 1.75%, 02/01/2027 | |
| 1,047,294 | | |
| 1,024,253 | |
Clear Channel Outdoor Holdings, Inc., First Lien B Term Loan, 3M US L + 3.50%, 08/21/2026 | |
| 1,574,146 | | |
| 1,437,393 | |
Cogeco Communications USA II LP, First Lien Term Loan, 1M US L + 2.00%, 01/03/2025 | |
| 1,443,932 | | |
| 1,427,890 | |
Radiate Holdco, LLC,, First Lien Term Loan, 1M US L + 3.25%, 09/25/2026 | |
| 1,296,725 | | |
| 1,059,334 | |
Univision Communications, Inc., First Lien Term Loan: | |
| | | |
| | |
1M US L + 3.25%, 0.75% Floor, 03/24/2026 | |
| 1,117,859 | | |
| 1,102,488 | |
3M US L + 4.25%, 06/24/2029 | |
| 217,091 | | |
| 215,029 | |
UPC Financing Partnership, First Lien Facility AT Term Loan, 1M US L + 2.25%, 04/30/2028 | |
| 2,182,983 | | |
| 2,135,230 | |
Virgin Media Bristol LLC, First Lien Term Loan: | |
| | | |
| | |
1M US L + 2.50%, 01/31/2028 | |
| 1,694,655 | | |
| 1,669,387 | |
1M US L + 3.25%, 01/31/2029 | |
| 550,000 | | |
| 546,013 | |
Ziggo Financing Partnership, First Lien I Facility Term Loan, 1M US L + 2.50%, 04/30/2028 | |
| 2,450,861 | | |
| 2,395,533 | |
| |
| | | |
| 14,366,470 | |
| |
| | | |
| | |
Mortgage Real Estate Investment Trusts (REITs) - 0.32% | |
| | | |
| | |
Blackstone Mortgage Trust, Inc., First Lien Term Loan: | |
| | | |
| | |
1M US L + 2.25%, 04/23/2026 | |
| 299,227 | | |
| 292,681 | |
1M US L + 2.75%, 0.50% Floor, 04/23/2026 | |
| 299,239 | | |
| 294,002 | |
| |
| | | |
| 586,683 | |
| |
| | | |
| | |
Multiline Retail - 0.92% | |
| | | |
| | |
Pilot Travel Centers LLC, First Lien Term Loan, 1M US L + 2.00%, 08/04/2028 | |
| 1,700,000 | | |
| 1,683,637 | |
| |
| | | |
| | |
Oil, Gas & Consumable Fuels - 0.95% | |
| | | |
| | |
Buckeye Partners LP, First Lien Term Loan, 1M US L + 2.25%, 11/01/2026 | |
| 758,066 | | |
| 754,791 | |
Freeport LNG, First Lien Term Loan, 3M US L + 3.50%, 12/21/2028 | |
| 1,020,441 | | |
| 972,679 | |
| |
| | | |
| 1,727,470 | |
| |
| | | |
| | |
Pharmaceuticals - 0.51% | |
| | | |
| | |
Bausch Health Companies Inc., First Lien Term Loan, 3M US L + 5.25%, 02/01/2027 | |
| 4,352 | | |
| 3,326 | |
Padagis LLC, First Lien Initial Term Loan, 3M US L + 4.75%, 0.50% Floor, 07/06/2028 | |
| 1,040,524 | | |
| 927,804 | |
| |
| | | |
| 931,130 | |
See
Notes to Financial Statements.
Annual Report | December 31, 2022 |
19 |
Blackstone Senior Floating Rate Term Fund |
Portfolio of Investments |
December
31, 2022
| |
Principal
Amount | | |
Value | |
Professional Services - 8.11% | |
| | | |
| | |
AG Group Holdings, Inc., First Lien Term Loan, 3M US L + 4.25%, 12/29/2028(b) | |
$ | 556,380 | | |
$ | 532,733 | |
AlixPartners, LLP, First Lien USD B Term Loan, 1M US L + 2.75%, 0.50% Floor, 02/04/2028 | |
| 797,970 | | |
| 792,627 | |
AqGen Island Holdings, Inc., First Lien Term Loan, 3M US L + 6.50%, 08/02/2029 | |
| 1,865,513 | | |
| 1,638,536 | |
CoreLogic, Inc., First Lien Initial Term Loan, 1M US L + 3.50%, 0.50% Floor, 06/02/2028 | |
| 1,844,878 | | |
| 1,545,666 | |
CoreLogic, Inc., Second Lien Initial Term Loan, 1M US L + 6.50%, 0.50% Floor, 06/04/2029 | |
| 567,442 | | |
| 406,288 | |
Deerfield Dakota Holding LLC, Second Lien 2021 Replacement Term Loan, 1M US L + 6.75%, 0.75% Floor, 04/07/2028 | |
| 304,000 | | |
| 290,700 | |
Dun & Bradstreet Corp., First Lien Initial Borrowing Term Loan, 1M US L + 3.25%, 02/06/2026 | |
| 1,340,463 | | |
| 1,330,530 | |
Equiniti Group PLC, First Lien Term Loan, 6M US L + 4.75%, 12/11/2028 | |
| 346,473 | | |
| 344,307 | |
Galaxy US Opco Inc. TL, First Lien Term Loan, 1M US L + 4.75%, 04/29/2029 | |
| 659,368 | | |
| 598,377 | |
Inmar, Inc., First Lien Initial Term Loan, 1M US L + 4.00%, 1.00% Floor, 05/01/2024 | |
| 595,276 | | |
| 543,338 | |
Inmar, Inc., Second Lien Initial Term Loan, 1M US L + 8.00%, 1.00% Floor, 05/01/2025(b) | |
| 1,002,931 | | |
| 937,740 | |
Minotaur Acquisition, Inc., First Lien B Term Loan, 1M US L + 4.75%, 03/27/2026 | |
| 1,315,780 | | |
| 1,261,504 | |
National Intergovernmental Purchasing Alliance Company, Second Lien Initial Term Loan, 3M US L + 7.50%, 05/26/2026(b) | |
| 1,500,094 | | |
| 1,485,093 | |
Trans Union LLC, First Lien Term Loan, 1M US L + 1.75%, 11/16/2026 | |
| 1,797,949 | | |
| 1,775,637 | |
TransUnion 11/21 B6 TLB, First Lien Term Loan, 1M US L + 2.25%, 12/01/2028 | |
| 368,955 | | |
| 365,957 | |
VT Topco, Inc., First Lien 2021 Delayed Draw Term Loan, 1M US L + 3.75%, 0.75% Floor, 08/01/2025(f) | |
| 33,796 | | |
| 32,852 | |
VT Topco, Inc., First Lien 2021 Term Loan, 1M US L + 3.75%, 0.75% Floor, 08/01/2025 | |
| 922,932 | | |
| 897,169 | |
| |
| | | |
| 14,779,054 | |
| |
| | | |
| | |
Road & Rail - 0.72% | |
| | | |
| | |
Avis Budget Car Rental LLC, First Lien Term Loan, 1M US L + 1.75%, 08/06/2027 | |
| 1,347,686 | | |
| 1,309,924 | |
| |
| | | |
| | |
Semiconductors & Semiconductor Equipment - 0.41% | |
| | | |
| | |
Coherent Corp., First Lien Term Loan, 3M US L + 2.75%, 0.50% Floor, 07/02/2029 | |
| 748,091 | | |
| 742,106 | |
| |
| | | |
| | |
Software - 13.02% | |
| | | |
| | |
Apttus Corp., First Lien Initial Term Loan, 3M US L + 4.25%, 0.75% Floor, 05/08/2028 | |
| 579,855 | | |
| 545,064 | |
CDK Global, Inc., First Lien Term Loan, 3M US SOFR + 4.50%, 07/06/2029 | |
| 1,705,529 | | |
| 1,693,027 | |
Connectwise, LLC, First Lien Term Loan, 1M US L + 3.50%, 0.50% Floor, 09/29/2028 | |
| 1,628,185 | | |
| 1,550,846 | |
Cornerstone OnDemand, Inc., First Lien Initial Term Loan, 1M US L + 3.75%, 0.50% Floor, 10/16/2028 | |
| 1,798,077 | | |
| 1,613,774 | |
DTI Holdco, Inc. TL, First Lien Term Loan, 3M US L + 4.75%, 04/26/2029 | |
| 759,219 | | |
| 701,329 | |
Epicor Software Corp., Second Lien Initial Term Loan, 1M US L + 7.75%, 1.00% Floor, 07/31/2028 | |
| 822,203 | | |
| 813,570 | |
Fiserv Investment Solutions, Inc., First Lien Initial Term Loan, 1M US L + 4.00%, 02/18/2027 | |
| 904,944 | | |
| 861,398 | |
Greeneden U.S. Holdings I LLC, First Lien Initial Dollar (2020) Term Loan, 1M US L + 4.00%, 0.75% Floor, 12/01/2027 | |
| 1,346,895 | | |
| 1,296,110 | |
Help/Systems Holdings, Inc., First Lien Seventh Amendment Refinancing Term Loan, 1M US L + 4.00%, 0.75% Floor, 11/19/2026 | |
| 2,079,818 | | |
| 1,880,676 | |
Hyland Software, Inc., Second Lien 2021 Refinancing Term Loan, 1M US L + 6.25%, 0.75% Floor, 07/07/2025 | |
| 765,110 | | |
| 727,620 | |
Idera, Inc., First Lien B-1 Term Loan, 3M US L + 3.75%, 0.75% Floor, 03/02/2028 | |
| 1,056,054 | | |
| 998,631 | |
Imperva, Inc., First Lien Term Loan, 3M US L + 4.00%, 1.00% Floor, 01/12/2026 | |
| 1,552,645 | | |
| 1,276,274 | |
ION Trading Finance, Ltd., First Lien Initial Dollar (2021) Term Loan, 3M US L + 4.75%, 04/01/2028 | |
| 421,462 | | |
| 400,840 | |
Ivanti Software, Inc., First Lien First Amendment Term Loan, 3M US L + 4.00%, 0.75% Floor, 12/01/2027 | |
| 250,373 | | |
| 198,265 | |
Ivanti Software, Inc., First Lien Term Loan, 3M US L + 4.25%, 12/01/2027 | |
| 1,970,973 | | |
| 1,569,594 | |
Ivanti Software, Inc., Second Lien Term Loan, 3M US L + 7.25%, 12/01/2028 | |
| 537,313 | | |
| 314,328 | |
LI Group Holdings, Inc., First Lien 2021 Term Loan, 1M US L + 3.75%, 0.75% Floor, 03/11/2028(b) | |
| 724,416 | | |
| 711,739 | |
Magenta Buyer LLC, First Lien Initial Term Loan, 3M US L + 4.75%, 0.75% Floor, 07/27/2028 | |
| 1,702,902 | | |
| 1,466,097 | |
See Notes
to Financial Statements.
20 |
www.blackstone-credit.com |
Blackstone Senior Floating Rate Term Fund |
Portfolio of Investments |
December
31, 2022
| |
Principal Amount | | |
Value | |
Software (continued) | |
| | | |
| | |
Mitnick Corporate Purchaser Inc., First Lien Term Loan, 3M US L + 4.75%, 05/02/2029 | |
$ | 404,917 | | |
$ | 380,371 | |
Perforce Software, Inc., First Lien New Term Loan, 1M US L + 3.75%, 07/01/2026 | |
| 325,261 | | |
| 303,966 | |
Quest Borrower Ltd., First Lien Term Loan, 3M US L + 4.25%, 02/01/2029 | |
| 1,401,366 | | |
| 1,087,376 | |
Rocket Software, Inc., First Lien Initial Term Loan, 1M US L + 4.25%, 11/28/2025 | |
| 2,717 | | |
| 2,619 | |
Skopima Merger Sub Inc., First Lien Initial Term Loan, 1M US L + 4.00%, 05/12/2028 | |
| 816,502 | | |
| 774,510 | |
SS&C Technologies, Inc., First Lien Term Loan: | |
| | | |
| | |
1M US L + 2.25%, 0.50% Floor, 03/22/2029 | |
| 199,460 | | |
| 196,281 | |
1M US L + 2.25%, 0.50% Floor, 03/22/2029 | |
| 300,540 | | |
| 295,751 | |
Veritas US, Inc., First Lien Dollar B-2021 Term Loan, 3M US L + 5.00%, 1.00% Floor, 09/01/2025 | |
| 369,112 | | |
| 262,267 | |
Vision Solutions, Inc., First Lien Term Loan, 3M US L + 4.00%, 0.75% Floor, 04/24/2028 | |
| 2,154,686 | | |
| 1,790,005 | |
| |
| | | |
| 23,712,328 | |
| |
| | | |
| | |
Specialty Retail - 0.90% | |
| | | |
| | |
EG Group, Ltd., First Lien Additional Facility Term Loan: | |
| | | |
| | |
3M US L + 4.00%, 02/07/2025 | |
| 1,315,170 | | |
| 1,245,308 | |
3M US L + 4.25%, 0.50% Floor, 03/31/2026 | |
| 221,084 | | |
| 207,681 | |
EG Group, Ltd., First Lien Facility B Term Loan, 3M US L + 4.00%, 02/07/2025 | |
| 198,438 | | |
| 187,897 | |
| |
| | | |
| 1,640,886 | |
| |
| | | |
| | |
Technology Hardware, Storage & Peripherals - 0.68% | |
| | | |
| | |
Project Castle, Inc., First Lien Term Loan, 3M US L + 5.50%, 06/01/2029 | |
| 1,520,000 | | |
| 1,236,900 | |
| |
| | | |
| | |
Textiles, Apparel & Luxury Goods - 0.47% | |
| | | |
| | |
S&S Holdings LLC, First Lien Initial Term Loan, 1M US L + 5.00%, 0.50% Floor, 03/11/2028 | |
| 934,927 | | |
| 854,683 | |
| |
| | | |
| | |
Trading Companies & Distributors - 2.40% | |
| | | |
| | |
Foundation Building Materials, Inc., First Lien Initial Term Loan, 3M US L + 3.25%, 0.50% Floor, 01/31/2028 | |
| 1,795,741 | | |
| 1,704,608 | |
Park River Holdings, Inc., First Lien Initial Term Loan, 3M US L + 3.25%, 0.75% Floor, 12/28/2027 | |
| 3,043,616 | | |
| 2,674,578 | |
| |
| | | |
| 4,379,186 | |
| |
| | | |
| | |
Wireless Telecommunication Services - 0.89% | |
| | | |
| | |
CCI Buyer, Inc., First Lien Initial Term Loan, 3M US L + 4.00%, 0.75% Floor, 12/17/2027 | |
| 1,692,170 | | |
| 1,621,099 | |
| |
| | | |
| | |
TOTAL FLOATING RATE LOAN INTERESTS | |
| | | |
| | |
(Cost $253,431,451) | |
| | | |
| 235,635,615 | |
| |
| | | |
| | |
COLLATERALIZED LOAN OBLIGATION SECURITIES - 7.48%(a) | |
| | | |
| | |
Diversified Financial Services - 7.48% | |
| | | |
| | |
522 Funding CLO 2021-7, Ltd., 3M US L + 6.22%, 04/23/2034(b)(g) | |
| 500,000 | | |
| 433,365 | |
Allegro CLO XII, Ltd., 3M US L + 7.10%, 01/21/2032(b)(g) | |
| 1,000,000 | | |
| 919,368 | |
AMMC CLO 24, Ltd., 3M US L + 3.40%, 01/20/2035(b)(g) | |
| 800,000 | | |
| 740,540 | |
Apidos CLO XXXV, 3M US L + 2.65%, 04/20/2034(b)(g) | |
| 800,000 | | |
| 726,068 | |
Eaton Vance CLO 2013-1, Ltd., 3M US L + 6.80%, 01/15/2034(b)(g) | |
| 500,000 | | |
| 443,528 | |
Elmwood CLO 16, Ltd., 3M US SOFR + 7.22%, 04/20/2034(b)(g) | |
| 500,000 | | |
| 462,375 | |
Galaxy 30 Clo, Ltd., 3M US SOFR + 6.95%, 04/15/2035(b)(g) | |
| 1,000,000 | | |
| 896,878 | |
Galaxy XXVII CLO, Ltd., 3M US L + 5.78%, 05/16/2031(b)(g) | |
| 625,000 | | |
| 534,446 | |
HPS Loan Management CLO 6-2015, Ltd., 3M US L + 5.10%, 02/05/2031(b)(g) | |
| 834,000 | | |
| 699,160 | |
Magnetite XXXII, Ltd., 3M US SOFR + 6.90%, 04/15/2035(b)(g) | |
| 1,000,000 | | |
| 906,774 | |
Neuberger Berman CLO XVII, Ltd., 3M US L + 7.20%, 04/22/2029(b)(g) | |
| 500,000 | | |
| 461,759 | |
Octagon Investment Partners 43, Ltd., 3M US L + 6.60%, 10/25/2032(b)(g) | |
| 500,000 | | |
| 454,386 | |
Park Avenue Institutional Advisers CLO, Ltd. 2022-1, 3M US SOFR + 7.29%, 04/20/2035(b)(g) | |
| 1,000,000 | | |
| 892,933 | |
PPM CLO 3, Ltd., 3M US L + 6.61%, 04/17/2034(b)(g) | |
| 500,000 | | |
| 413,812 | |
See
Notes to Financial Statements.
Annual Report | December 31, 2022 |
21 |
Blackstone Senior Floating Rate Term Fund |
Portfolio of Investments |
December
31, 2022
| |
Principal
Amount | | |
Value | |
Diversified Financial Services (continued) | |
| | | |
| | |
Rad CLO 2, Ltd., 3M US L + 6.00%, 10/15/2031(b)(g) | |
$ | 750,000 | | |
$ | 638,125 | |
Rad CLO 5, Ltd., 3M US L + 6.70%, 07/24/2032(b)(g) | |
| 500,000 | | |
| 440,468 | |
Romark CLO IV, Ltd., 3M US L + 6.95%, 07/10/2034(b)(g) | |
| 1,000,000 | | |
| 862,518 | |
Signal Peak CLO 10, Ltd., 3M US L + 3.20%, 01/24/2035(b)(g) | |
| 1,500,000 | | |
| 1,364,691 | |
Sound Point CLO XXXII, Ltd., 3M US L + 6.70%, 10/25/2034(b)(g) | |
| 1,000,000 | | |
| 896,915 | |
Wellfleet CLO 2020-1, Ltd., 3M US L + 7.24%, 04/15/2033(b)(g) | |
| 500,000 | | |
| 441,064 | |
| |
| | | |
| 13,629,173 | |
| |
| | | |
| | |
TOTAL COLLATERALIZED LOAN OBLIGATION SECURITIES | |
| | | |
| | |
(Cost $14,906,785) | |
| | | |
| 13,629,173 | |
| |
| | | |
| | |
CORPORATE BONDS - 7.55% | |
| | | |
| | |
Aerospace & Defense - 0.31% | |
| | | |
| | |
Bombardier, Inc.: | |
| | | |
| | |
7.125%, 06/15/2026(g) | |
| 50,000 | | |
| 48,602 | |
7.875%, 04/15/2027(g) | |
| 75,000 | | |
| 72,903 | |
6.000%, 02/15/2028(g) | |
| 90,000 | | |
| 83,334 | |
Howmet Aerospace, Inc., 5.950%, 02/01/2037 | |
| 80,000 | | |
| 77,794 | |
TransDigm, Inc.: | |
| | | |
| | |
4.625%, 01/15/2029 | |
| 160,000 | | |
| 140,964 | |
4.875%, 05/01/2029 | |
| 110,000 | | |
| 96,088 | |
Triumph Group, Inc., 7.750%, 08/15/2025 | |
| 45,000 | | |
| 38,348 | |
| |
| | | |
| 558,033 | |
| |
| | | |
| | |
Air Freight & Logistics - 0.02% | |
| | | |
| | |
Cargo Aircraft Management, Inc., 4.750%, 02/01/2028(g) | |
| 45,000 | | |
| 40,912 | |
| |
| | | |
| | |
Airlines - 0.01% | |
| | | |
| | |
American Airlines Group, Inc., 3.750%, 03/01/2025(g) | |
| 15,000 | | |
| 12,729 | |
| |
| | | |
| | |
Auto Components - 0.06% | |
| | | |
| | |
American Axle & Manufacturing, Inc., 6.500%, 04/01/2027 | |
| 39,000 | | |
| 35,239 | |
Dana, Inc., 5.625%, 06/15/2028 | |
| 60,000 | | |
| 54,688 | |
Patrick Industries, Inc., 4.750%, 05/01/2029(g) | |
| 20,000 | | |
| 16,626 | |
| |
| | | |
| 106,553 | |
| |
| | | |
| | |
Automobiles - 0.03% | |
| | | |
| | |
Ford Motor Co.: | |
| | | |
| | |
9.625%, 04/22/2030 | |
| 25,000 | | |
| 28,325 | |
5.291%, 12/08/2046 | |
| 28,000 | | |
| 21,402 | |
| |
| | | |
| 49,727 | |
| |
| | | |
| | |
Banks - 0.11% | |
| | | |
| | |
Intesa Sanpaolo SpA, 5.710%, 01/15/2026(g) | |
| 200,000 | | |
| 192,419 | |
| |
| | | |
| | |
Beverages - 0.04% | |
| | | |
| | |
Primo Water Holdings, Inc., 4.375%, 04/30/2029(g) | |
| 80,000 | | |
| 69,182 | |
| |
| | | |
| | |
Building Products - 0.08% | |
| | | |
| | |
Builders FirstSource, Inc., 4.250%, 02/01/2032(g) | |
| 20,000 | | |
| 16,250 | |
Griffon Corp., 5.750%, 03/01/2028 | |
| 85,000 | | |
| 77,907 | |
PGT Innovations, Inc., 4.375%, 10/01/2029(g) | |
| 70,000 | | |
| 58,696 | |
| |
| | | |
| 152,853 | |
See
Notes to Financial Statements.
22 |
www.blackstone-credit.com |
Blackstone Senior Floating Rate Term Fund |
Portfolio of Investments |
December
31, 2022
| |
Principal
Amount | | |
Value | |
Capital Markets - 0.08% | |
| | | |
| | |
LPL Holdings, Inc., 4.375%, 05/15/2031(g) | |
$ | 25,000 | | |
$ | 21,290 | |
MSCI, Inc.: | |
| | | |
| | |
3.625%, 09/01/2030(g) | |
| 10,000 | | |
| 8,330 | |
3.875%, 02/15/2031(g) | |
| 150,000 | | |
| 124,980 | |
| |
| | | |
| 154,600 | |
| |
| | | |
| | |
Chemicals - 0.23% | |
| | | |
| | |
Ashland LLC, 3.375%, 09/01/2031(g) | |
| 100,000 | | |
| 80,057 | |
Chemours Co., 4.625%, 11/15/2029(g) | |
| 80,000 | | |
| 65,504 | |
CVR Partners LP / CVR Nitrogen Finance Corp., 6.125%, 06/15/2028(g) | |
| 20,000 | | |
| 17,968 | |
Ingevity Corp., 3.875%, 11/01/2028(g) | |
| 60,000 | | |
| 51,699 | |
Nufarm Australia, Ltd. / Nufarm Americas, Inc., 5.000%, 01/27/2030(g) | |
| 60,000 | | |
| 52,070 | |
Rayonier AM Products, Inc., 7.625%, 01/15/2026(g) | |
| 125,000 | | |
| 120,690 | |
Valvoline, Inc., 3.625%, 06/15/2031(g) | |
| 40,000 | | |
| 32,873 | |
| |
| | | |
| 420,861 | |
| |
| | | |
| | |
Commercial Services & Supplies - 0.01% | |
| | | |
| | |
Stericycle, Inc., 3.875%, 01/15/2029(g) | |
| 20,000 | | |
| 17,476 | |
| |
| | | |
| | |
Communications Equipment - 0.13% | |
| | | |
| | |
CommScope, Inc., 8.250%, 03/01/2027(g) | |
| 86,000 | | |
| 66,786 | |
Nokia Oyj, 6.625%, 05/15/2039 | |
| 30,000 | | |
| 28,528 | |
Viasat, Inc., 6.500%, 07/15/2028(g) | |
| 151,000 | | |
| 113,529 | |
Viavi Solutions, Inc., 3.750%, 10/01/2029(g) | |
| 30,000 | | |
| 25,263 | |
| |
| | | |
| 234,106 | |
| |
| | | |
| | |
Construction & Engineering - 0.05% | |
| | | |
| | |
Brundage-Bone Concrete Pumping Holdings, Inc., 6.000%, 02/01/2026(g) | |
| 62,000 | | |
| 56,599 | |
Tutor Perini Corp., 6.875%, 05/01/2025(g) | |
| 50,000 | | |
| 43,829 | |
| |
| | | |
| 100,428 | |
| |
| | | |
| | |
Consumer Finance - 0.22% | |
| | | |
| | |
FirstCash, Inc.: | |
| | | |
| | |
4.625%, 09/01/2028(g) | |
| 115,000 | | |
| 101,150 | |
5.625%, 01/01/2030(g) | |
| 50,000 | | |
| 44,568 | |
Navient Corp., 5.625%, 08/01/2033 | |
| 160,000 | | |
| 114,270 | |
OneMain Finance Corp.: | |
| | | |
| | |
6.625%, 01/15/2028 | |
| 16,000 | | |
| 14,761 | |
3.875%, 09/15/2028 | |
| 50,000 | | |
| 39,826 | |
PRA Group, Inc., 5.000%, 10/01/2029(g) | |
| 104,000 | | |
| 85,953 | |
| |
| | | |
| 400,528 | |
| |
| | | |
| | |
Containers & Packaging - 0.14% | |
| | | |
| | |
OI European Group BV, 4.750%, 02/15/2030(g) | |
| 145,000 | | |
| 127,186 | |
Owens-Brockway Glass Container, Inc., 6.625%, 05/13/2027(g) | |
| 60,000 | | |
| 58,305 | |
Sealed Air Corp., 6.875%, 07/15/2033(g) | |
| 70,000 | | |
| 69,492 | |
| |
| | | |
| 254,983 | |
| |
| | | |
| | |
Diversified Consumer Services - 0.16% | |
| | | |
| | |
Adtalem Global Education, Inc., 5.500%, 03/01/2028(g) | |
| 25,000 | | |
| 22,718 | |
Prime Security Services Borrower LLC / Prime Finance, Inc., 6.250%, 01/15/2028(g) | |
| 80,000 | | |
| 72,978 | |
See
Notes to Financial Statements.
Annual Report | December 31, 2022 |
23 |
Blackstone Senior Floating Rate Term Fund |
Portfolio of Investments |
December
31, 2022
| |
Principal
Amount | | |
Value | |
Diversified Consumer Services (continued) | |
| | | |
| | |
Service Corp. International: | |
| | | |
| | |
3.375%, 08/15/2030 | |
$ | 20,000 | | |
$ | 16,291 | |
4.000%, 05/15/2031 | |
| 220,000 | | |
| 185,607 | |
| |
| | | |
| 297,594 | |
| |
| | | |
| | |
Diversified Telecommunication Services - 0.09% | |
| | | |
| | |
Frontier Communications Holdings LLC: | |
| | | |
| | |
6.750%, 05/01/2029(g) | |
| 150,000 | | |
| 124,294 | |
6.000%, 01/15/2030(g) | |
| 15,000 | | |
| 11,803 | |
Hughes Satellite Systems Corp., 6.625%, 08/01/2026 | |
| 40,000 | | |
| 37,380 | |
| |
| | | |
| 173,477 | |
| |
| | | |
| | |
Electric Utilities - 0.06% | |
| | | |
| | |
PG&E Corp.: | |
| | | |
| | |
5.000%, 07/01/2028 | |
| 60,000 | | |
| 54,868 | |
5.250%, 07/01/2030 | |
| 60,000 | | |
| 54,692 | |
| |
| | | |
| 109,560 | |
| |
| | | |
| | |
Electronic Equipment, Instruments & Components - 0.04% | |
| | | |
| | |
TTM Technologies, Inc., 4.000%, 03/01/2029(g) | |
| 80,000 | | |
| 68,719 | |
| |
| | | |
| | |
Energy Equipment & Services - 0.31% | |
| | | |
| | |
Enerflex, Ltd., 9.000%, 10/15/2027(g) | |
| 40,000 | | |
| 39,943 | |
Nabors Industries, Ltd.: | |
| | | |
| | |
7.250%, 01/15/2026(g) | |
| 60,000 | | |
| 56,639 | |
7.500%, 01/15/2028(g) | |
| 70,000 | | |
| 64,153 | |
Patterson-UTI Energy, Inc., 5.150%, 11/15/2029 | |
| 90,000 | | |
| 80,853 | |
Precision Drilling Corp., 6.875%, 01/15/2029(g) | |
| 120,000 | | |
| 111,877 | |
Transocean, Inc.: | |
| | | |
| | |
7.500%, 01/15/2026(g) | |
| 160,000 | | |
| 134,947 | |
8.000%, 02/01/2027(g) | |
| 100,000 | | |
| 81,822 | |
| |
| | | |
| 570,234 | |
| |
| | | |
| | |
Equity Real Estate Investment Trusts (REITs) - 0.25% | |
| | | |
| | |
Iron Mountain, Inc.: | |
| | | |
| | |
4.875%, 09/15/2029(g) | |
| 90,000 | | |
| 78,649 | |
5.625%, 07/15/2032(g) | |
| 170,000 | | |
| 147,627 | |
Service Properties Trust: | |
| | | |
| | |
5.250%, 02/15/2026 | |
| 65,000 | | |
| 54,394 | |
4.750%, 10/01/2026 | |
| 115,000 | | |
| 90,681 | |
4.950%, 02/15/2027 | |
| 75,000 | | |
| 59,188 | |
3.950%, 01/15/2028 | |
| 30,000 | | |
| 21,347 | |
| |
| | | |
| 451,886 | |
| |
| | | |
| | |
Food Products - 0.25% | |
| | | |
| | |
Lamb Weston Holdings, Inc.: | |
| | | |
| | |
4.875%, 05/15/2028(g) | |
| 155,000 | | |
| 147,137 | |
4.125%, 01/31/2030(g) | |
| 60,000 | | |
| 53,073 | |
4.375%, 01/31/2032(g) | |
| 20,000 | | |
| 17,503 | |
Post Holdings, Inc.: | |
| | | |
| | |
5.625%, 01/15/2028(g) | |
| 140,000 | | |
| 131,993 | |
4.625%, 04/15/2030(g) | |
| 15,000 | | |
| 12,972 | |
4.500%, 09/15/2031(g) | |
| 110,000 | | |
| 92,676 | |
| |
| | | |
| 455,354 | |
See
Notes to Financial Statements.
24 |
www.blackstone-credit.com |
Blackstone Senior Floating Rate Term Fund |
Portfolio of Investments |
December
31, 2022
| |
Principal
Amount | | |
Value | |
Gas Utilities - 0.06% | |
| | | |
| | |
AmeriGas Partners LP / AmeriGas Finance Corp., 5.500%, 05/20/2025 | |
$ | 60,000 | | |
$ | 57,743 | |
Superior Plus LP / Superior General Partner, Inc., 4.500%, 03/15/2029(g) | |
| 55,000 | | |
| 47,104 | |
| |
| | | |
| 104,847 | |
| |
| | | |
| | |
Health Care Equipment & Supplies - 0.03% | |
| | | |
| | |
Hologic, Inc., 3.250%, 02/15/2029(g) | |
| 60,000 | | |
| 51,620 | |
| |
| | | |
| | |
Health Care Providers & Services - 0.21% | |
| | | |
| | |
Acadia Healthcare Co., Inc.: | |
| | | |
| | |
5.500%, 07/01/2028(g) | |
| 70,000 | | |
| 66,507 | |
5.000%, 04/15/2029(g) | |
| 30,000 | | |
| 27,639 | |
AdaptHealth LLC, 4.625%, 08/01/2029(g) | |
| 100,000 | | |
| 83,855 | |
CHS/Community Health Systems, Inc.: | |
| | | |
| | |
8.000%, 03/15/2026(g) | |
| 35,000 | | |
| 31,937 | |
8.000%, 12/15/2027(g) | |
| 40,000 | | |
| 36,268 | |
DaVita, Inc., 4.625%, 06/01/2030(g) | |
| 36,000 | | |
| 29,036 | |
Encompass Health Corp.: | |
| | | |
| | |
4.750%, 02/01/2030 | |
| 40,000 | | |
| 35,190 | |
4.625%, 04/01/2031 | |
| 80,000 | | |
| 68,890 | |
| |
| | | |
| 379,322 | |
| |
| | | |
| | |
Hotels, Restaurants & Leisure - 0.93% | |
| | | |
| | |
1011778 BC ULC / New Red Finance, Inc.: | |
| | | |
| | |
4.375%, 01/15/2028(g) | |
| 140,000 | | |
| 125,561 | |
4.000%, 10/15/2030(g) | |
| 150,000 | | |
| 121,784 | |
Carnival Corp., 7.625%, 03/01/2026(g) | |
| 75,000 | | |
| 59,577 | |
CDI Escrow Issuer, Inc., 5.750%, 04/01/2030(g) | |
| 100,000 | | |
| 89,818 | |
Churchill Downs, Inc., 4.750%, 01/15/2028(g) | |
| 130,000 | | |
| 116,535 | |
Full House Resorts, Inc., 8.250%, 02/15/2028(g) | |
| 10,000 | | |
| 8,866 | |
Hilton Domestic Operating Co., Inc., 4.875%, 01/15/2030 | |
| 220,000 | | |
| 199,736 | |
Las Vegas Sands Corp., 3.900%, 08/08/2029 | |
| 150,000 | | |
| 126,666 | |
Life Time, Inc., 8.000%, 04/15/2026(g) | |
| 70,000 | | |
| 63,088 | |
Marriott Ownership Resorts, Inc., 4.750%, 01/15/2028 | |
| 60,000 | | |
| 52,340 | |
NCL Corp., Ltd., 5.875%, 03/15/2026(g) | |
| 200,000 | | |
| 157,440 | |
Papa John's International, Inc., 3.875%, 09/15/2029(g) | |
| 10,000 | | |
| 8,363 | |
Royal Caribbean Cruises, Ltd.: | |
| | | |
| | |
4.250%, 07/01/2026(g) | |
| 35,000 | | |
| 28,336 | |
5.500%, 08/31/2026(g) | |
| 40,000 | | |
| 33,700 | |
11.625%, 08/15/2027(g) | |
| 172,000 | | |
| 173,025 | |
Station Casinos LLC, 4.500%, 02/15/2028(g) | |
| 70,000 | | |
| 60,965 | |
Wynn Las Vegas LLC / Wynn Las Vegas Capital Corp.: | |
| | | |
| | |
5.500%, 03/01/2025(g) | |
| 20,000 | | |
| 19,028 | |
5.250%, 05/15/2027(g) | |
| 15,000 | | |
| 13,561 | |
Wynn Resorts Finance LLC / Wynn Resorts Capital Corp., 5.125%, 10/01/2029(g) | |
| 135,000 | | |
| 115,933 | |
Yum! Brands, Inc., 4.750%, 01/15/2030(g) | |
| 140,000 | | |
| 128,685 | |
| |
| | | |
| 1,703,007 | |
| |
| | | |
| | |
Household Durables - 0.25% | |
| | | |
| | |
Beazer Homes USA, Inc., 7.250%, 10/15/2029 | |
| 45,000 | | |
| 40,100 | |
M/I Homes, Inc., 4.950%, 02/01/2028 | |
| 60,000 | | |
| 53,402 | |
Meritage Homes Corp., 3.875%, 04/15/2029(g) | |
| 95,000 | | |
| 80,703 | |
Taylor Morrison Communities, Inc.: | |
| | | |
| | |
5.750%, 01/15/2028(g) | |
| 60,000 | | |
| 56,285 | |
5.125%, 08/01/2030(g) | |
| 15,000 | | |
| 13,020 | |
See
Notes to Financial Statements.
Annual Report | December 31, 2022 |
25 |
Blackstone Senior Floating Rate Term Fund |
Portfolio of Investments |
December
31, 2022
| |
Principal Amount | | |
Value | |
Household Durables (continued) | |
| | | |
| | |
Tempur Sealy International, Inc.: | |
| | | |
| | |
4.000%, 04/15/2029(g) | |
$ | 105,000 | | |
$ | 88,368 | |
3.875%, 10/15/2031(g) | |
| 40,000 | | |
| 31,459 | |
TopBuild Corp., 3.625%, 03/15/2029(g) | |
| 30,000 | | |
| 24,636 | |
Tri Pointe Homes, Inc., 5.700%, 06/15/2028 | |
| 80,000 | | |
| 72,598 | |
| |
| | | |
| 460,571 | |
| |
| | | |
| | |
Household Products - 0.08% | |
| | | |
| | |
Central Garden & Pet Co., 4.125%, 10/15/2030 | |
| 80,000 | | |
| 65,841 | |
Energizer Holdings, Inc., 4.750%, 06/15/2028(g) | |
| 100,000 | | |
| 86,820 | |
| |
| | | |
| 152,661 | |
| |
| | | |
| | |
Independent Power and Renewable Electricity Producers - 0.08% | |
| | | |
| | |
DPL, Inc.: | |
| | | |
| | |
4.125%, 07/01/2025 | |
| 70,000 | | |
| 65,885 | |
4.350%, 04/15/2029 | |
| 30,000 | | |
| 26,958 | |
Vistra Operations Co. LLC, 4.375%, 05/01/2029(g) | |
| 55,000 | | |
| 47,500 | |
| |
| | | |
| 140,343 | |
| |
| | | |
| | |
Industrial Conglomerates - 0.15% | |
| | | |
| | |
Icahn Enterprises LP / Icahn Enterprises Finance Corp.: | |
| | | |
| | |
4.750%, 09/15/2024 | |
| 50,000 | | |
| 48,052 | |
5.250%, 05/15/2027 | |
| 230,000 | | |
| 211,094 | |
4.375%, 02/01/2029 | |
| 25,000 | | |
| 21,178 | |
| |
| | | |
| 280,324 | |
| |
| | | |
| | |
Interactive Media & Services - 0.08% | |
| | | |
| | |
Cinemark USA, Inc., 5.875%, 03/15/2026(g) | |
| 70,000 | | |
| 58,394 | |
Ziff Davis, Inc., 4.625%, 10/15/2030(g) | |
| 65,000 | | |
| 55,117 | |
ZipRecruiter, Inc., 5.000%, 01/15/2030(g) | |
| 30,000 | | |
| 24,772 | |
| |
| | | |
| 138,283 | |
| |
| | | |
| | |
IT Services - 0.10% | |
| | | |
| | |
Gartner, Inc., 3.625%, 06/15/2029(g) | |
| 140,000 | | |
| 123,189 | |
Science Applications International Corp., 4.875%, 04/01/2028(g) | |
| 60,000 | | |
| 55,596 | |
| |
| | | |
| 178,785 | |
| |
| | | |
| | |
Leisure Products - 0.03% | |
| | | |
| | |
Vista Outdoor, Inc., 4.500%, 03/15/2029(g) | |
| 65,000 | | |
| 47,810 | |
| |
| | | |
| | |
Machinery - 0.14% | |
| | | |
| | |
Allison Transmission, Inc.: | |
| | | |
| | |
5.875%, 06/01/2029(g) | |
| 68,000 | | |
| 63,979 | |
3.750%, 01/30/2031(g) | |
| 170,000 | | |
| 140,038 | |
Wabash National Corp., 4.500%, 10/15/2028(g) | |
| 60,000 | | |
| 51,170 | |
| |
| | | |
| 255,187 | |
| |
| | | |
| | |
Media - 0.13% | |
| | | |
| | |
DISH DBS Corp., 7.750%, 07/01/2026 | |
| 20,000 | | |
| 16,169 | |
Sirius XM Radio, Inc., 3.875%, 09/01/2031(g) | |
| 275,000 | | |
| 215,076 | |
| |
| | | |
| 231,245 | |
| |
| | | |
| | |
Metals & Mining - 0.58% | |
| | | |
| | |
ATI, Inc., 5.125%, 10/01/2031 | |
| 90,000 | | |
| 79,690 | |
Carpenter Technology Corp., 7.625%, 03/15/2030 | |
| 72,000 | | |
| 72,276 | |
See Notes
to Financial Statements.
26 |
www.blackstone-credit.com |
Blackstone Senior Floating Rate Term Fund |
Portfolio of Investments |
December
31, 2022
| |
Principal Amount | | |
Value | |
Metals & Mining (continued) | |
| | | |
| | |
Commercial Metals Co.: | |
| | | |
| | |
3.875%, 02/15/2031 | |
$ | 95,000 | | |
$ | 80,011 | |
4.375%, 03/15/2032 | |
| 41,000 | | |
| 35,726 | |
Compass Minerals International, Inc., 6.750%, 12/01/2027(g) | |
| 100,000 | | |
| 96,155 | |
Eldorado Gold Corp., 6.250%, 09/01/2029(g) | |
| 80,000 | | |
| 70,091 | |
FMG Resources August 2006 Pty, Ltd.: | |
| | | |
| | |
4.375%, 04/01/2031(g) | |
| 35,000 | | |
| 29,176 | |
6.125%, 04/15/2032(g) | |
| 129,000 | | |
| 120,492 | |
Hudbay Minerals, Inc., 6.125%, 04/01/2029(g) | |
| 20,000 | | |
| 18,144 | |
Kaiser Aluminum Corp., 4.500%, 06/01/2031(g) | |
| 40,000 | | |
| 32,202 | |
Mineral Resources, Ltd.: | |
| | | |
| | |
8.000%, 11/01/2027(g) | |
| 30,000 | | |
| 30,717 | |
8.500%, 05/01/2030(g) | |
| 250,000 | | |
| 253,749 | |
New Gold, Inc., 7.500%, 07/15/2027(g) | |
| 30,000 | | |
| 26,374 | |
SunCoke Energy, Inc., 4.875%, 06/30/2029(g) | |
| 75,000 | | |
| 64,477 | |
Taseko Mines, Ltd., 7.000%, 02/15/2026(g) | |
| 65,000 | | |
| 57,238 | |
| |
| | | |
| 1,066,518 | |
| |
| | | |
| | |
Mortgage Real Estate Investment Trusts (REITs) - 0.14% | |
| | | |
| | |
Apollo Commercial Real Estate Finance, Inc., 4.625%, 06/15/2029(g) | |
| 60,000 | | |
| 48,101 | |
Starwood Property Trust, Inc., 4.375%, 01/15/2027(g) | |
| 230,000 | | |
| 201,594 | |
| |
| | | |
| 249,695 | |
| |
| | | |
| | |
Multiline Retail - 0.05% | |
| | | |
| | |
Macy's Retail Holdings LLC: | |
| | | |
| | |
5.875%, 04/01/2029(g) | |
| 20,000 | | |
| 17,737 | |
5.875%, 03/15/2030(g) | |
| 60,000 | | |
| 52,152 | |
6.125%, 03/15/2032(g) | |
| 15,000 | | |
| 12,630 | |
4.500%, 12/15/2034 | |
| 10,000 | | |
| 6,978 | |
| |
| | | |
| 89,497 | |
| |
| | | |
| | |
Oil, Gas & Consumable Fuels - 0.71% | |
| | | |
| | |
Antero Midstream Partners LP / Antero Midstream Finance Corp.: | |
| | | |
| | |
5.750%, 03/01/2027(g) | |
| 50,000 | | |
| 47,354 | |
5.375%, 06/15/2029(g) | |
| 22,000 | | |
| 20,143 | |
Apache Corp., 5.350%, 07/01/2049 | |
| 50,000 | | |
| 40,484 | |
Calumet Specialty Products Partners LP / Calumet Finance Corp., 8.125%, 01/15/2027(g) | |
| 72,000 | | |
| 67,410 | |
Crestwood Midstream Partners LP / Crestwood Midstream Finance Corp., 6.000%, 02/01/2029(g) | 60,000 | | |
| 55,137 | |
Delek Logistics Partners LP / Delek Logistics Finance Corp., 7.125%, 06/01/2028(g) | |
| 70,000 | | |
| 63,232 | |
EnLink Midstream Partners LP: | |
| | | |
| | |
5.050%, 04/01/2045 | |
| 130,000 | | |
| 98,748 | |
5.450%, 06/01/2047 | |
| 25,000 | | |
| 20,126 | |
Enviva Partners LP / Enviva Partners Finance Corp., 6.500%, 01/15/2026(g) | |
| 100,000 | | |
| 94,342 | |
EQM Midstream Partners LP, 6.500%, 07/15/2048 | |
| 55,000 | | |
| 41,326 | |
Global Partners LP / GLP Finance Corp., 7.000%, 08/01/2027 | |
| 70,000 | | |
| 66,584 | |
Hess Midstream Operations LP, 4.250%, 02/15/2030(g) | |
| 20,000 | | |
| 17,125 | |
Holly Energy Partners LP / Holly Energy Finance Corp., 5.000%, 02/01/2028(g) | |
| 70,000 | | |
| 63,856 | |
Northern Oil and Gas, Inc., 8.125%, 03/01/2028(g) | |
| 100,000 | | |
| 96,144 | |
NuStar Logistics LP: | |
| | | |
| | |
5.625%, 04/28/2027 | |
| 70,000 | | |
| 65,574 | |
6.375%, 10/01/2030 | |
| 15,000 | | |
| 13,897 | |
See
Notes to Financial Statements.
Annual Report | December 31, 2022 |
27 |
Blackstone Senior Floating Rate Term Fund |
Portfolio of Investments |
December
31, 2022
| |
Principal Amount | | |
Value | |
Oil, Gas & Consumable Fuels (continued) | |
| | | |
| | |
Occidental Petroleum Corp.: | |
| | | |
| | |
8.875%, 07/15/2030 | |
$ | 66,000 | | |
$ | 74,625 | |
7.875%, 09/15/2031 | |
| 25,000 | | |
| 27,645 | |
4.625%, 06/15/2045 | |
| 10,000 | | |
| 8,095 | |
Parkland Corp./Alberta, 4.625%, 05/01/2030(g) | |
| 10,000 | | |
| 8,289 | |
PBF Holding Co. LLC / PBF Finance Corp., 6.000%, 02/15/2028 | |
| 38,000 | | |
| 33,962 | |
Summit Midstream Holdings LLC / Summit Midstream Finance Corp., 8.500%, 10/15/2026(g) | |
| 70,000 | | |
| 66,769 | |
Sunoco LP / Sunoco Finance Corp., 4.500%, 05/15/2029 | |
| 200,000 | | |
| 175,229 | |
Western Midstream Operating LP, 5.500%, 08/15/2048 | |
| 30,000 | | |
| 24,990 | |
| |
| | | |
| 1,291,086 | |
| |
| | | |
| | |
Paper & Forest Products - 0.05% | |
| | | |
| | |
Mercer International, Inc., 5.125%, 02/01/2029 | |
| 111,000 | | |
| 92,960 | |
| |
| | | |
| | |
Personal Products - 0.08% | |
| | | |
| | |
Edgewell Personal Care Co., 5.500%, 06/01/2028(g) | |
| 150,000 | | |
| 140,550 | |
| |
| | | |
| | |
Professional Services - 0.08% | |
| | | |
| | |
Booz Allen Hamilton, Inc., 3.875%, 09/01/2028(g) | |
| 120,000 | | |
| 106,528 | |
KBR, Inc., 4.750%, 09/30/2028(f) | |
| 30,000 | | |
| 26,684 | |
TriNet Group, Inc., 3.500%, 03/01/2029(g) | |
| 20,000 | | |
| 16,470 | |
| |
| | | |
| 149,682 | |
| |
| | | |
| | |
Real Estate Management & Development - 0.04% | |
| | | |
| | |
Howard Hughes Corp.: | |
| | | |
| | |
4.125%, 02/01/2029(g) | |
| 80,000 | | |
| 67,116 | |
4.375%, 02/01/2031(g) | |
| 14,000 | | |
| 11,347 | |
| |
| | | |
| 78,463 | |
| |
| | | |
| | |
Road & Rail - 0.02% | |
| | | |
| | |
Avis Budget Car Rental LLC / Avis Budget Finance, Inc.: | |
| | | |
| | |
4.750%, 04/01/2028(g) | |
| 14,000 | | |
| 11,814 | |
5.375%, 03/01/2029(g) | |
| 40,000 | | |
| 34,269 | |
| |
| | | |
| 46,083 | |
| |
| | | |
| | |
Software - 0.20% | |
| | | |
| | |
Consensus Cloud Solutions, Inc., 6.500%, 10/15/2028(g) | |
| 105,000 | | |
| 96,712 | |
Fair Isaac Corp., 4.000%, 06/15/2028(g) | |
| 180,000 | | |
| 163,670 | |
Open Text Corp., 3.875%, 02/15/2028(g) | |
| 130,000 | | |
| 111,780 | |
| |
| | | |
| 372,162 | |
| |
| | | |
| | |
Specialty Retail - 0.27% | |
| | | |
| | |
Asbury Automotive Group, Inc., 5.000%, 02/15/2032(g) | |
| 80,000 | | |
| 65,920 | |
Bath & Body Works, Inc.: | |
| | | |
| | |
6.875%, 11/01/2035 | |
| 20,000 | | |
| 17,814 | |
6.750%, 07/01/2036 | |
| 75,000 | | |
| 66,053 | |
Gap, Inc., 3.625%, 10/01/2029(g) | |
| 95,000 | | |
| 67,139 | |
Group 1 Automotive, Inc., 4.000%, 08/15/2028(g) | |
| 80,000 | | |
| 67,849 | |
Murphy Oil USA, Inc., 3.750%, 02/15/2031(g) | |
| 155,000 | | |
| 127,847 | |
Sonic Automotive, Inc., 4.875%, 11/15/2031(g) | |
| 95,000 | | |
| 74,814 | |
| |
| | | |
| 487,436 | |
| |
| | | |
| | |
Technology Hardware, Storage & Peripherals - 0.08% | |
| | | |
| | |
Pitney Bowes, Inc., 6.875%, 03/15/2027(g) | |
| 30,000 | | |
| 25,689 | |
See
Notes to Financial Statements.
28 |
www.blackstone-credit.com |
Blackstone Senior Floating Rate Term Fund |
Portfolio of Investments |
December
31, 2022
| |
Principal Amount | | |
Value | |
Technology Hardware, Storage & Peripherals (continued) | |
| | | |
| | |
Xerox Holdings Corp., 5.500%, 08/15/2028(g) | |
$ | 145,000 | | |
$ | 116,276 | |
| |
| | | |
| 141,965 | |
| |
| | | |
| | |
Textiles, Apparel & Luxury Goods - 0.02% | |
| | | |
| | |
Crocs, Inc., 4.250%, 03/15/2029(g) | |
| 40,000 | | |
| 33,935 | |
| |
| | | |
| | |
Thrifts & Mortgage Finance - 0.27% | |
| | | |
| | |
MGIC Investment Corp., 5.250%, 08/15/2028 | |
| 50,000 | | |
| 46,188 | |
Nationstar Mortgage Holdings, Inc.: | |
| | | |
| | |
6.000%, 01/15/2027(g) | |
| 70,000 | | |
| 62,761 | |
5.500%, 08/15/2028(g) | |
| 150,000 | | |
| 122,555 | |
5.750%, 11/15/2031(g) | |
| 45,000 | | |
| 35,046 | |
PennyMac Financial Services, Inc.: | |
| | | |
| | |
5.375%, 10/15/2025(g) | |
| 99,000 | | |
| 89,395 | |
4.250%, 02/15/2029(g) | |
| 135,000 | | |
| 105,486 | |
PHH Mortgage Corp., 7.875%, 03/15/2026(g) | |
| 30,000 | | |
| 26,687 | |
| |
| | | |
| 488,118 | |
| |
| | | |
| | |
Wireless Telecommunication Services - 0.01% | |
| | | |
| | |
Sprint LLC, 7.625%, 03/01/2026 | |
| 10,000 | | |
| 10,545 | |
| |
| | | |
| | |
TOTAL CORPORATE BONDS | |
| | | |
| | |
(Cost $14,286,653) | |
| | | |
| 13,754,914 | |
| |
| | | |
| | |
SOVEREIGN DEBT OBLIGATIONS - 0.04% | |
| | | |
| | |
Diversified Financial Services - 0.04% | |
| | | |
| | |
United States Treasury Bill 1.300%, 02/02/2023 | |
| 70,000 | | |
| 69,778 | |
| |
| | | |
| | |
TOTAL SOVEREIGN DEBT OBLIGATIONS | |
| | | |
| | |
(Cost $69,823) | |
| | | |
| 69,778 | |
| |
| Shares | | |
| Value | |
COMMON STOCK - 0.46% | |
| | | |
| | |
Health Care Equipment & Supplies - 0.46% | |
| | | |
| | |
Carestream Health Holdings Inc(h) | |
| 55,510 | | |
| 832,650 | |
| |
| | | |
| | |
TOTAL COMMON STOCK | |
| | | |
| | |
(Cost $1,051,359) | |
| | | |
| 832,650 | |
| |
| | | |
| | |
Total Investments- 144.90% | |
| | | |
| | |
(Cost $283,746,071) | |
| | | |
| 263,922,130 | |
| |
| | | |
| | |
Other Assets in Excess of Liabilities - 1.77% | |
| | | |
| 3,217,652 | |
| |
| | | |
| | |
Leverage Facility - (46.67)% | |
| | | |
| (85,000,000 | ) |
| |
| | | |
| | |
Net Assets - 100.00% | |
| | | |
$ | 182,139,782 | |
Amounts
above are shown as a percentage of net assets as of December 31, 2022.
Investment
Abbreviations:
LIBOR
- London Interbank Offered Rate
SOFR
- Secured Overnight Financing Rate
See
Notes to Financial Statements.
Annual Report | December 31, 2022 |
29 |
Blackstone Senior Floating Rate Term Fund |
Portfolio of Investments |
December
31, 2022
Reference
Rates:
1M
US L - 1 Month LIBOR as of December 31, 2022 was 4.39 %
3M US L - 3 Month LIBOR as of December 31, 2022 was 4.77%
6M US L - 6
Month LIBOR as of December 31, 2022 was 5.14%
1M
US SOFR - 1 Month SOFR as of December 31, 2022 was 4.06%
3M
US SOFR - 3 Month SOFR as of December 31, 2022 was 3.62%
| (a) | Floating
or variable rate security. The reference rate is described above. The rate in effect
as of December 31, 2022 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) | Amount
represents less than 0.005% of net assets. |
| (e) | Security
is in default as of period end and is therefore non-income producing. |
| (f) | A
portion of this position was not funded as of December 31, 2022. The Portfolio of Investments
records only the funded portion of each position. As of December 31, 2022, the Fund has
unfunded delayed draw loans in the amount of $329,505. Fair value of these unfunded delayed
draws was $300,074. |
| (g) | Security
exempt from registration under Rule 144A of the Securities Act of 1933. Total market
value of Rule 144A securities amounts to $23,599,278, which represented approximately
12.96% of net assets as of December 31, 2022. Such securities may normally be sold to
qualified institutional buyers in transactions exempt from registration. |
| (h) | Non-income
producing security. |
See
Notes to Financial Statements.
30 |
www.blackstone-credit.com |
Blackstone
Long-Short Credit Income Fund |
Portfolio
of Investments |
December 31, 2022
| |
Principal Amount | | |
Value | |
FLOATING
RATE LOAN INTERESTS(a) - 121.49% | |
| | | |
| | |
Aerospace
& Defense - 4.04% | |
| | | |
| | |
Amentum
Government Services Holdings LLC, First Lien Term Loan, 6M US L + 4.00%, 02/15/2029 | |
$ | 861,107 | | |
$ | 841,194 | |
Atlas
CC Acquisition Corp., First Lien B Term Loan, 3M US L + 4.25%, 0.75% Floor, 05/25/2028 | |
| 1,955,586 | | |
| 1,655,961 | |
Atlas
CC Acquisition Corp., First Lien C Term Loan, 3M US L + 4.25%, 0.75% Floor, 05/25/2028 | |
| 397,745 | | |
| 336,804 | |
Nordam
Group LLC, First Lien Initial Term Loan, 1M US L + 5.50%, 04/09/2026 | |
| 1,386,000 | | |
| 1,091,475 | |
Peraton
Corp., First Lien B Term Loan, 1M US L + 3.75%, 0.75% Floor, 02/01/2028 | |
| 1,017,928 | | |
| 995,875 | |
TransDigm,
Inc., First Lien Tranche F Refinancing Term Loan, 3M US L + 2.25%, 12/09/2025 | |
| 1,000,000 | | |
| 989,750 | |
Vertex
Aerospace Corp., First Lien Term Loan, 1M US L + 3.50%, 12/06/2028 | |
| 542,058 | | |
| 533,336 | |
| |
| | | |
| 6,444,395 | |
| |
| | | |
| | |
Air
Freight & Logistics - 0.57% | |
| | | |
| | |
WWEX
UNI TopCo Holdings LLC, First Lien Initial Term Loan, 3M US L + 4.00%, 0.75% Floor, 07/26/2028 | |
| 989,878 | | |
| 909,109 | |
| |
| | | |
| | |
Airlines
- 2.86% | |
| | | |
| | |
Air
Canada, First Lien B Term Loan, 3M US L + 3.50%, 0.75% Floor, 08/11/2028 | |
| 900,000 | | |
| 892,264 | |
American
Airlines, Inc., First Lien 2018 Replacement Term Loan, 1M US L + 1.75%, 06/27/2025 | |
| 675,528 | | |
| 651,148 | |
American
Airlines, Inc., First Lien 2020 Term Loan, 3M US L + 1.75%, 01/29/2027 | |
| 738,372 | | |
| 702,772 | |
Brown
Group Holding LLC, First Lien Term Loan, 1M US L + 2.50%, 0.50% Floor, 06/07/2028 | |
| 1,050,000 | | |
| 1,032,649 | |
KKR
Apple Bidco LLC, Second Lien Initial Term Loan, 1M US L + 5.75%, 0.50% Floor, 09/21/2029 | |
| 153,086 | | |
| 148,493 | |
United
AirLines, Inc., First Lien Class B Term Loan, 3M US L + 3.75%, 0.75% Floor, 04/21/2028 | |
| 1,142,600 | | |
| 1,131,414 | |
| |
| | | |
| 4,558,740 | |
| |
| | | |
| | |
Auto
Components - 1.26% | |
| | | |
| | |
Burgess
Point Purchaser Corp., First Lien Term Loan, 3M US L + 5.25%, 07/25/2029 | |
| 1,297,200 | | |
| 1,183,695 | |
Wheel
Pros, Inc., First Lien Initial Term Loan, 3M US L + 4.50%, 0.75% Floor, 05/11/2028 | |
| 1,205,079 | | |
| 823,828 | |
| |
| | | |
| 2,007,523 | |
| |
| | | |
| | |
Beverages
- 1.00% | |
| | | |
| | |
Triton
Water Holdings, Inc., First Lien Initial Term Loan, 3M US L + 3.50%, 0.50% Floor, 03/31/2028 | |
| 1,715,061 | | |
| 1,600,795 | |
| |
| | | |
| | |
Biotechnology
- 0.91% | |
| | | |
| | |
Grifols
Worldwide Operations, TLB, First Lien Term Loan, 3M US L + 2.00%, 11/08/2027 | |
| 1,501,088 | | |
| 1,454,810 | |
| |
| | | |
| | |
Building
Products - 4.10% | |
| | | |
| | |
Arc
Falcon I, Inc., First Lien Initial Term Loan, 1M US L + 3.75%, 09/30/2028 | |
| 49,905 | | |
| 44,079 | |
Chariot
Buyer LLC, First Lien Term Loan: | |
| | | |
| | |
1M
US L + 3.25%, 0.50% Floor, 11/03/2028 | |
| 1,029,816 | | |
| 973,176 | |
3M
US L + 7.51%, 0.50% Floor, 10/31/2029 | |
| 1,156,495 | | |
| 1,152,881 | |
Cornerstone
Building Brands, Inc., First Lien Tranche B Term Loan, 1M US L + 3.25%, 0.50% Floor, 04/12/2028 | |
| 1,083,577 | | |
| 977,349 | |
CP
Atlas Buyer, Inc., First Lien B Term Loan, 1M US L + 3.50%, 0.50% Floor, 11/23/2027 | |
| 1,588,198 | | |
| 1,396,995 | |
Kodiak
Building Partners Inc. TLB, First Lien Term Loan, 3M US L + 3.25%, 0.75% Floor, 02/25/2028 | |
| 2,124,810 | | |
| 1,999,977 | |
| |
| | | |
| 6,544,457 | |
See Notes to Financial Statements.
Annual Report | December 31, 2022
|
31
|
Blackstone
Long-Short Credit Income Fund |
Portfolio
of Investments |
December 31, 2022
| |
Principal Amount | | |
Value | |
Capital
Markets - 0.96% | |
| | | |
| | |
Edelman
Financial Center LLC, Second Lien Initial Term Loan, 1M US L + 6.75%, 07/20/2026 | |
$ | 553,846 | | |
$ | 500,785 | |
Focus
Financial Partners LLC, First Lien Term Loan, 3M US L + 2.50%, 0.50% Floor, 06/30/2028 | |
| 1,050,000 | | |
| 1,032,281 | |
| |
| | | |
| 1,533,066 | |
| |
| | | |
| | |
Chemicals
- 3.96% | |
| | | |
| | |
CPC
Acquisition Corp., First Lien Initial Term Loan, 3M US L + 3.75%, 0.75% Floor, 12/29/2027 | |
| 773,064 | | |
| 565,110 | |
Eco
Services Operations Corp., First Lien Term Loan, 3M US L + 2.50%, 0.50% Floor, 06/09/2028 | |
| 1,000,000 | | |
| 986,875 | |
Geon
Performance Solutions LLC, First Lien Term Loan, 3M US L + 4.50%, 0.75% Floor, 08/18/2028 | |
| 346,235 | | |
| 337,579 | |
Hyperion
Materials & Technologies, Inc., First Lien Initial Term Loan, 3M US L + 4.50%, 0.50% Floor, 08/30/2028 | |
| 665,792 | | |
| 648,319 | |
Messer
Industries Llc Tl, First Lien Term Loan, 3M US L + 2.50%, 03/02/2026 | |
| 911,113 | | |
| 904,708 | |
Nouryon
USA LLC, First Lien Initial Dollar Term Loan, 3M US L + 2.75%, 10/01/2025 | |
| 748,712 | | |
| 739,914 | |
Vantage
Specialty Chemicals, Inc., First Lien Closing Date Term Loan, 3M US L + 3.50%, 1.00% Floor, 10/28/2024 | |
| 1,060,573 | | |
| 1,038,168 | |
Vantage
Specialty Chemicals, Inc., First Lien Term Loan, 3M US L + 3.50%, 10/28/2024 | |
| 555,800 | | |
| 544,059 | |
Vantage
Specialty Chemicals, Inc., Second Lien Initial Term Loan, 3M US L + 8.25%, 1.00% Floor, 10/27/2025 | |
| 588,834 | | |
| 547,247 | |
| |
| | | |
| 6,311,979 | |
| |
| | | |
| | |
Commercial
Services & Supplies - 5.12% | |
| | | |
| | |
Access
CIG LLC, Second Lien Initial Term Loan, 1M US L + 7.75%, 02/27/2026(b) | |
| 940,445 | | |
| 836,996 | |
Allied
Universal Holdco LLC, First Lien Initial U.S. Dollar Term Loan, 1M US L + 3.75%, 0.50% Floor, 05/12/2028 | |
| 613,443 | | |
| 584,001 | |
Covanta
11/21 TLB, First Lien Term Loan, 3M US L + 2.50%, 11/30/2028 | |
| 1,532,458 | | |
| 1,523,432 | |
Covanta
11/21 TLC, First Lien Term Loan, 3M US L + 2.50%, 11/30/2028 | |
| 115,368 | | |
| 114,688 | |
DG
Investment Intermediate Holdings 2, Inc., Second Lien Initial Term Loan, 1M US L + 6.75%, 0.75% Floor, 03/30/2029 | |
| 581,429 | | |
| 516,500 | |
Garda
World Security Corp., First Lien B-2 Term Loan, 3M US L + 4.25%, 10/30/2026 | |
| 1,015,521 | | |
| 990,641 | |
Output
Services Group, Inc. TLA 1L, First Lien Term Loan, 3M US SOFR + 5.25%, 1.50% PIK, 06/29/2026(c) | |
| 458,802 | | |
| 312,559 | |
Revspring,
Inc., First Lien Initial Term Loan, 3M US L + 4.00%, 10/11/2025 | |
| 1,036,800 | | |
| 1,003,104 | |
TRC
Companies, First Lien Term Loan, 1M US L + 3.75%, 12/08/2028 | |
| 540,738 | | |
| 518,568 | |
TRC
Companies, Second Lien Term Loan, 1M US L + 6.75%, 12/07/2029(b) | |
| 633,538 | | |
| 589,191 | |
United
Site Cov-Lite, First Lien Term Loan, 1M US L + 4.25%, 12/15/2028 | |
| 957,791 | | |
| 802,217 | |
Vaco
Holdings, LLC, First Lien Term Loan, 3M US L + 5.00%, 01/21/2029 | |
| 301,243 | | |
| 291,578 | |
Wand
NewCo 3, Inc., First Lien Tranche B-1 Term Loan, 1M US L + 3.00%, 02/05/2026 | |
| 90,469 | | |
| 86,026 | |
| |
| | | |
| 8,169,501 | |
| |
| | | |
| | |
Communications
Equipment - 0.16% | |
| | | |
| | |
MLN
US HoldCo LLC, First Lien B Term Loan, 3M US L + 4.50%, 11/30/2025 | |
| 699,130 | | |
| 246,443 | |
| |
| | | |
| | |
Construction
& Engineering - 1.35% | |
| | | |
| | |
Aegion
Corp., First Lien Initial Term Loan, 1M US L + 4.75%, 0.75% Floor, 05/17/2028 | |
| 1,403,633 | | |
| 1,315,316 | |
Brookfield
WEC Holdings, Inc., First Lien Initial (2021) Term Loan, 1M US L + 2.75%, 0.50% Floor, 08/01/2025 | |
| 677,020 | | |
| 668,524 | |
Tutor
Perini Corp., First Lien B Term Loan, 1M US L + 4.75%, 1.00% Floor, 08/18/2027 | |
| 185,963 | | |
| 175,503 | |
| |
| | | |
| 2,159,343 | |
See Notes to Financial Statements.
32
|
www.blackstone-credit.com
|
Blackstone
Long-Short Credit Income Fund |
Portfolio
of Investments |
December 31, 2022
| |
Principal Amount | | |
Value | |
Construction
Materials - 0.82% | |
| | | |
| | |
White
Cap Buyer LLC, First Lien Initial Closing Date Term Loan, 1M US L + 3.75%, 0.50% Floor, 10/19/2027 | |
$ | 1,341,419 | | |
$ | 1,299,499 | |
| |
| | | |
| | |
Containers
& Packaging - 0.60% | |
| | | |
| | |
Berry
Global, Inc., First Lien Term Loan, 1M US L + 1.75%, 07/01/2026 | |
| 261,149 | | |
| 259,547 | |
LABL,
Inc., First Lien Term Loan, 1M US L + 5.00%, 10/29/2028 | |
| 503,339 | | |
| 479,116 | |
Strategic
Materials Holding Corp., Second Lien Initial Term Loan, 3M US L + 7.75%, 1.00% Floor, 10/31/2025 | |
| 533,333 | | |
| 173,333 | |
Tekni-Plex,
Inc., First Lien Delayed Draw Tem Term Loan, 3M US L + 4.00%, 0.50% Floor, 09/15/2028 | |
| 4,767 | | |
| 4,589 | |
Tekni-Plex,
Inc., First Lien Tranche B-3 Initial Term Loan, 3M US L + 4.00%, 0.50% Floor, 09/15/2028 | |
| 33,463 | | |
| 32,214 | |
| |
| | | |
| 948,799 | |
| |
| | | |
| | |
Distributors
- 1.13% | |
| | | |
| | |
LBM
Acquisition LLC, First Lien Initial Term Loan, 3M US L + 3.75%, 0.75% Floor, 12/17/2027 | |
| 2,067,169 | | |
| 1,801,352 | |
| |
| | | |
| | |
Diversified
Consumer Services - 4.53% | |
| | | |
| | |
Element
Materials Technology Group Holdings DTL, First Lien Term Loan, 3M US L + 4.25%, 06/22/2029 | |
| 72,901 | | |
| 71,413 | |
Element
Materials Technology Group Holdings TL, First Lien Term Loan, 3M US L + 4.25%, 06/22/2029 | |
| 157,952 | | |
| 154,728 | |
Learning
Care Group No. 2, Inc., 3M US L + 3.25%, 1.00% Floor, 03/13/2025 | |
| 1,011,572 | | |
| 943,671 | |
Loyalty
Ventures, Inc., First Lien Term Loan, 3M US L + 4.50%, 11/03/2027 | |
| 442,973 | | |
| 185,218 | |
McKissock
Investment Holdings, LLC, First Lien Term Loan, 3M US L + 5.00%, 03/12/2029 | |
| 136,315 | | |
| 127,582 | |
Pre
Paid Legal Services, Inc., First Lien Term Loan, 1M US L + 3.75%, 12/15/2028 | |
| 1,299,336 | | |
| 1,252,469 | |
Prime
Security Services Borrower LLC, First Lien 2021 Refinancing B-1 Term Loan, 3M US L + 2.75%, 0.75% Floor, 09/23/2026 | |
| 1,400,000 | | |
| 1,389,500 | |
Rinchem
Company, Inc., First Lien Term Loan, 3M US L + 4.50%, 03/02/2029(b) | |
| 452,273 | | |
| 428,528 | |
St.
George's University Scholastic Services LLC, First Lien Term Loan B Term Loan, 1M US L + 3.25%, 0.50% Floor, 02/10/2029 | |
| 381,642 | | |
| 372,101 | |
TruGreen
LP, First Lien Term Loan, 1M US L + 4.00%, 0.75% Floor, 11/02/2027 | |
| 1,300,000 | | |
| 1,157,819 | |
Weld
North Education LLC, First Lien Term Loan, 1M US L + 3.75%, 0.50% Floor, 12/21/2027 | |
| 1,169,135 | | |
| 1,148,383 | |
| |
| | | |
| 7,231,412 | |
| |
| | | |
| | |
Diversified
Financial Services - 4.62% | |
| | | |
| | |
Apex
Group Treasury, Ltd., First Lien USD Term Loan, 3M US L + 3.75%, 0.50% Floor, 07/27/2028 | |
| 563,828 | | |
| 539,865 | |
Lereta,
LLC, First Lien Term Loan, 1M US L + 5.25%, 07/30/2028 | |
| 432,394 | | |
| 380,507 | |
Mitchell
International, Inc., First Lien Term Loan, 3M US L + 3.75%, 10/15/2028 | |
| 3,055,564 | | |
| 2,824,823 | |
Mitchell
International, Inc., Second Lien Term Loan, 3M US L + 6.50%, 10/15/2029 | |
| 365,979 | | |
| 305,821 | |
Outcomes
Group Holdings, Inc., Second Lien Initial Term Loan, 3M US L + 7.50%, 10/26/2026(b) | |
| 133,136 | | |
| 127,811 | |
Polaris
Newco LLC, First Lien Dollar Term Loan, 3M US L + 4.00%, 0.50% Floor, 06/02/2028 | |
| 2,070,100 | | |
| 1,894,142 | |
The
Citco Group Limited, TLB, First Lien Term Loan, 3M US SOFR + 3.50%, 04/27/2028 | |
| 1,300,000 | | |
| 1,293,500 | |
| |
| | | |
| 7,366,469 | |
| |
| | | |
| | |
Diversified
Telecommunication Services - 3.81% | |
| | | |
| | |
Level
3 Financing, Inc., First Lien Term Loan, 1M US L + 1.75%, 03/01/2027 | |
| 2,764,531 | | |
| 2,656,175 | |
Telenet
Financing USD LLC, First Lien Term Loan, 1M US L + 2.00%, 04/30/2028 | |
| 2,353,616 | | |
| 2,296,541 | |
Telesat
Canada, First Lien B-5 Term Loan, 3M US L + 2.75%, 12/07/2026 | |
| 1,193,514 | | |
| 563,082 | |
Zacapa
S.A.R.L., First Lien Term Loan, 3M US L + 4.25%, 03/22/2029 | |
| 588,794 | | |
| 567,389 | |
| |
| | | |
| 6,083,187 | |
See Notes to Financial Statements.
Annual Report | December 31, 2022
|
33
|
Blackstone
Long-Short Credit Income Fund |
Portfolio
of Investments |
December 31, 2022
| |
Principal Amount | | |
Value | |
Electric
Utilities - 0.62% | |
| | | |
| | |
MIRION
TECHNOLOGIES, INC., TLB, First Lien Term Loan, 3M US L + 2.75%, 10/20/2028 | |
$ | 1,000,000 | | |
$ | 983,930 | |
| |
| | | |
| | |
Electronic
Equipment, Instruments & Components - 1.69% | |
| | | |
| | |
Ingram
Micro, Inc., First Lien Initial Term Loan, 3M US L + 3.50%, 0.50% Floor, 06/30/2028 | |
| 900,000 | | |
| 888,750 | |
LTI
Holdings, Inc., First Lien Initial Term Loan, 1M US L + 3.50%, 09/06/2025 | |
| 1,203,678 | | |
| 1,155,151 | |
LTI
Holdings, Inc., First Lien Term Loan, 3M US L + 4.50%, 07/24/2026 | |
| 367,039 | | |
| 352,358 | |
LTI
Holdings, Inc., Second Lien Initial Term Loan, 1M US L + 6.75%, 09/06/2026 | |
| 382,979 | | |
| 306,383 | |
| |
| | | |
| 2,702,642 | |
| |
| | | |
| | |
Energy
Equipment & Services - 0.38% | |
| | | |
| | |
EnergySolutions
LLC, First Lien Initial Term Loan, 3M US L + 3.75%, 1.00% Floor, 05/09/2025 | |
| 648,023 | | |
| 605,496 | |
| |
| | | |
| | |
Entertainment
- 2.18% | |
| | | |
| | |
AMC
Entertainment Holdings, Inc., First Lien B-1 Term Loan, 1M US L + 3.00%, 04/22/2026 | |
| 2,390,070 | | |
| 1,306,819 | |
Amplify
Finco Pty, Ltd., First Lien U.S. Dollar Term Loan, 3M US L + 4.25%, 0.75% Floor, 11/26/2026 | |
| 1,178,462 | | |
| 1,136,238 | |
CE
Intermediate I LLC, First Lien Term Loan, 3M US L + 4.00%, 0.50% Floor, 11/10/2028(b) | |
| 764,202 | | |
| 729,813 | |
Crown
Finance US, Inc., First Lien Initial Dollar Tranche Term Loan, 3M US L + 4.50%, 1.00% Floor, 02/28/2025(d) | |
| 1,389,110 | | |
| 262,528 | |
Crown
Finance US, Inc., First Lien Second Amendment Dollar Tranche Term Loan, 3M US L + 2.75%, 09/30/2026(d) | |
| 219,619 | | |
| 40,661 | |
| |
| | | |
| 3,476,059 | |
| |
| | | |
| | |
Food
Products - 1.73% | |
| | | |
| | |
Froneri
International, Ltd., First Lien Facility B2 Term Loan, 1M US L + 2.25%, 01/29/2027 | |
| 2,307,137 | | |
| 2,249,782 | |
Snacking
Investments BidCo Pty, Ltd., First Lien Initial US Term Loan, 1M US L + 4.00%, 1.00% Floor, 12/18/2026 | |
| 524,930 | | |
| 513,119 | |
| |
| | | |
| 2,762,901 | |
| |
| | | |
| | |
Health
Care Equipment & Supplies - 4.22% | |
| | | |
| | |
Auris
Luxembourg III SARL, First Lien Facility B2 Term Loan, 6M US L + 3.75%, 02/27/2026 | |
| 1,750,008 | | |
| 1,570,632 | |
Carestream
Health, Inc. TL 1L, First Lien Term Loan, 3M US L + 7.50%, 09/30/2027(b) | |
| 119,671 | | |
| 91,548 | |
Femur
Buyer, Inc., First Lien Initial Term Loan, 3M US L + 4.50%, 03/05/2026 | |
| 292,752 | | |
| 252,682 | |
Tecostar
Holdings, Inc., First Lien 2017 Term Loan, 3M US L + 3.50%, 1.00% Floor, 05/01/2024 | |
| 1,606,768 | | |
| 1,351,123 | |
Viant
Medical Holdings, Inc., First Lien Initial Term Loan, 1M US L + 3.75%, 07/02/2025 | |
| 1,074,751 | | |
| 952,724 | |
YI
LLC, First Lien Initial Term Loan, 1M US L + 4.00%, 1.00% Floor, 11/07/2024 | |
| 1,348,592 | | |
| 1,304,763 | |
Zest
Acquisition Corp., Second Lien Initial Term Loan, 1M US L + 7.00%, 1.00% Floor, 03/13/2026 | |
| 1,285,714 | | |
| 1,215,000 | |
| |
| | | |
| 6,738,472 | |
| |
| | | |
| | |
Health
Care Providers & Services - 11.15% | |
| | | |
| | |
Covenant
Surgical Partners, Inc., First Lien Delayed Draw Term Loan, 3M US L + 4.00%, 07/01/2026 | |
| 237,230 | | |
| 201,052 | |
Covenant
Surgical Partners, Inc., First Lien Initial Term Loan, 3M US L + 4.00%, 07/01/2026 | |
| 1,147,548 | | |
| 972,547 | |
DaVita,
Inc., First Lien B Term Loan, 1M US L + 1.75%, 08/12/2026 | |
| 1,041,362 | | |
| 1,016,895 | |
Envision
Healthcare Corp., First Lien Term Loan: | |
| | | |
| | |
3M
US L + 4.25%, 03/31/2027 | |
| 1,184,696 | | |
| 414,644 | |
3M
US L + 7.88%, 03/31/2027 | |
| 182,770 | | |
| 163,693 | |
Genesis
Care Finance Pty, Ltd., First Lien Facility B5 Term Loan, 3M US L + 5.00%, 1.00% Floor, 05/14/2027 | |
| 1,689,079 | | |
| 617,569 | |
Global
Medical Response, Inc., First Lien 2018 New Term Loan, 1M US L + 4.25%, 1.00% Floor, 03/14/2025 | |
| 1,792,391 | | |
| 1,280,816 | |
Global
Medical Response, Inc., First Lien 2020 Refinancing Term Loan, 1M US L + 4.25%, 1.00% Floor, 10/02/2025 | |
| 225,742 | | |
| 159,573 | |
See Notes to Financial Statements.
34
|
www.blackstone-credit.com
|
Blackstone
Long-Short Credit Income Fund |
Portfolio
of Investments |
December 31, 2022
| |
Principal Amount | | |
Value | |
Health
Care Providers & Services (continued) | |
| | | |
| | |
Heartland
Dental Care, Inc., First Lien Term Loan, 1M US L + 5.00%, 04/30/2025(b) | |
$ | 855,078 | | |
$ | 808,049 | |
Heartland
Dental LLC, First Lien 2021 Incremental Term Loan, 1M US L + 4.00%, 04/30/2025 | |
| 1,058,081 | | |
| 985,867 | |
Iaa
Spinco Inc. Tlb, First Lien Term Loan, 3M US L + 3.25%, 12/22/2028 | |
| 2,985,957 | | |
| 2,983,508 | |
LifePoint
Health, Inc., First Lien B Term Loan, 3M US L + 3.75%, 11/16/2025 | |
| 1,351,799 | | |
| 1,277,619 | |
Loire
UK Midco 3, Ltd., First Lien Facility B2 Term Loan, 1M US L + 3.50%, 0.75% Floor, 04/21/2027 | |
| 903,025 | | |
| 848,844 | |
Medical
Solutions LLC, First Lien Term Loan, 1M US L + 3.50%, 11/01/2028 | |
| 32,402 | | |
| 30,441 | |
NAPA
Management Services Corp., First Lien Term Loan, 3M US L + 5.25%, 0.75% Floor, 02/23/2029 | |
| 817,283 | | |
| 672,984 | |
National
Mentor Holdings, Inc., TL, First Lien Term Loan, 3M US L + 3.75%, 02/18/2028 | |
| 2,113,464 | | |
| 1,488,819 | |
National
Mentor Holdings, Inc., TLC, First Lien Term Loan, 3M US L + 3.75%, 02/18/2028 | |
| 59,805 | | |
| 42,129 | |
Onex
TSG Intermediate Corp., First Lien Initial Term Loan, 3M US L + 4.75%, 0.75% Floor, 02/28/2028 | |
| 1,349,762 | | |
| 1,209,029 | |
Pathway
Vet Alliance LLC, First Lien 2021 Replacement Term Loan, 1M US L + 3.75%, 03/31/2027 | |
| 846,611 | | |
| 709,739 | |
Pediatric
Associates Holding Co. LLC, First Lien Term Loan: | |
| | | |
| | |
1M
US L + 3.25%, 0.50% Floor, 12/29/2028 | |
| 3,130 | | |
| 2,980 | |
3M
US L + 1.88%, 12/29/2028(e) | |
| 239 | | |
| 227 | |
PetVet
Care Centers LLC, 1M US L + 6.25%, 02/13/2026 | |
| 987,000 | | |
| 911,741 | |
Radiology
Partners, Inc., First Lien Term Loan, 1M US L + 4.25%, 07/09/2025 | |
| 877,722 | | |
| 740,854 | |
Team Health Holdings, Inc., First Lien Initial Term Loan, 1M US L + 2.75%, 1.00% Floor, 02/06/2024 | |
| 289,280 | | |
| 248,781 | |
| |
| | | |
| 17,788,400 | |
| |
| | | |
| | |
Health
Care Technology - 2.35% | |
| | | |
| | |
AthenaHealth
Group, Inc., First Lien Term Loan, 1M US L + 5.80%, 02/15/2029 | |
| 1,568,271 | | |
| 1,419,850 | |
Project
Ruby Ultimate Parent Corp., First Lien Closing Date Term Loan, 1M US L + 3.25%, 0.75% Floor, 03/10/2028 | |
| 715,550 | | |
| 678,173 | |
Verscend
Holding Corp., First Lien B-1 Term Loan, 1M US L + 4.00%, 08/27/2025 | |
| 1,664,783 | | |
| 1,657,500 | |
| |
| | | |
| 3,755,523 | |
| |
| | | |
| | |
Hotels,
Restaurants & Leisure - 4.45% | |
| | | |
| | |
1011778
B.C. Unlimited Liability Company, First Lien B-4 Term Loan, 1M US L + 1.75%, 11/19/2026 | |
| 1,400,000 | | |
| 1,378,622 | |
Aramark
Intermediate HoldCo Corp., First Lien U.S. B-4 Term Loan, 1M US L + 1.75%, 01/15/2027 | |
| 750,000 | | |
| 739,594 | |
Aramark
Services, Inc., First Lien Term Loan, 1M US L + 2.50%, 04/06/2028 | |
| 864,684 | | |
| 855,712 | |
Bally's
Corp., First Lien Term Loan, 1M US L + 3.25%, 0.50% Floor, 10/01/2028 | |
| 1,438,496 | | |
| 1,334,924 | |
Delta
2 (Lux) Sarl, TLB, First Lien Term Loan, 1M US SOFR + 3.25%, 01/15/2030 | |
| 254,227 | | |
| 254,418 | |
Flutter
Financing B.V., First Lien Term Loan, 3M US L + 3.25%, 0.50% Floor, 09/16/2028 | |
| 652,604 | | |
| 650,702 | |
Tacala
Investment Corp., Second Lien Initial Term Loan, 1M US L + 7.50%, 0.75% Floor, 02/04/2028 | |
| 1,207,931 | | |
| 1,100,878 | |
Travel
Leaders Group LLC, First Lien 2018 Refinancing Term Loan, 1M US L + 4.00%, 01/25/2024 | |
| 850,149 | | |
| 781,606 | |
| |
| | | |
| 7,096,456 | |
| |
| | | |
| | |
Independent
Power and Renewable Electricity Producers - 0.94% | |
| | | |
| | |
Calpine
Corp., First Lien Term Loan, 1M US L + 2.00%, 04/05/2026 | |
| 1,396,382 | | |
| 1,381,113 | |
Eastern
Power LLC, First Lien Term Loan, 3M US L + 3.75%, 1.00% Floor, 10/02/2025 | |
| 139,911 | | |
| 125,210 | |
| |
| | | |
| 1,506,323 | |
| |
| | | |
| | |
Industrial
Conglomerates - 2.66% | |
| | | |
| | |
Bettcher
Industries, Inc., First Lien Term Loan, 3M US L + 4.00%, 12/14/2028 | |
| 743,108 | | |
| 700,379 | |
Engineered
Machinery Holdings, Inc., First Lien Term Loan, 3M US L + 3.75%, 0.75% Floor, 05/19/2028 | |
| 526,455 | | |
| 510,580 | |
See Notes to Financial Statements.
Annual Report | December 31, 2022
|
35
|
Blackstone
Long-Short Credit Income Fund |
Portfolio
of Investments |
December
31, 2022
| |
Principal Amount | | |
Value | |
Industrial Conglomerates (continued) | |
| | | |
| | |
Justrite Safety Group, First Lien Delayed Draw Term Loan, 1M US L + 4.50%, 06/28/2026 | |
$ | 65,247 | | |
$ | 58,845 | |
Justrite Safety Group, First Lien Initial Term Loan, 1M US L + 4.50%, 06/28/2026 | |
| 1,206,963 | | |
| 1,088,529 | |
Redwood Star Merger Sub, Inc., First Lien Term Loan, 1M US L + 4.50%, 04/05/2029 | |
| 689,903 | | |
| 646,170 | |
Tailwind Smith Cooper Intermediate Corp., First Lien Initial Term Loan, 3M US L + 5.00%, 05/28/2026 | |
| 1,366,566 | | |
| 1,242,721 | |
| |
| | | |
| 4,247,224 | |
| |
| | | |
| | |
Insurance - 1.65% | |
| | | |
| | |
Acrisure LLC, First Lien 2021-1 Additional Term Loan, 1M US L + 3.75%, 02/15/2027 | |
| 295,211 | | |
| 281,188 | |
AmWINS Group, Inc., First Lien Term Loan, 1M US L + 2.25%, 0.75% Floor, 02/19/2028 | |
| 1,765,275 | | |
| 1,736,174 | |
NFP Corp., First Lien Closing Date Term Loan, 1M US L + 3.25%, 02/15/2027 | |
| 643,384 | | |
| 616,960 | |
| |
| | | |
| 2,634,322 | |
| |
| | | |
| | |
Interactive Media & Services - 2.05% | |
| | | |
| | |
Adevinta ASA, First Lien Facility B2 Term Loan, 3M US L + 2.75%, 0.75% Floor, 06/26/2028 | |
| 500,000 | | |
| 495,750 | |
Cengage Learning, Inc., First Lien Term Loan B Term Loan, 3M US L + 4.75%, 07/14/2026 | |
| 721,757 | | |
| 650,822 | |
MH Sub I LLC, Second Lien 2021 Replacement Term Loan, 3M US L + 6.25%, 02/23/2029 | |
| 675,113 | | |
| 604,648 | |
Momentive, Inc., First Lien Term Loan, 1M US L + 3.75%, 10/10/2025 | |
| 1,558,602 | | |
| 1,511,844 | |
| |
| | | |
| 3,263,064 | |
| |
| | | |
| | |
IT Services - 2.43% | |
| | | |
| | |
DCert Buyer, Inc., Second Lien First Amendment Refinancing Term Loan, 3M US L + 7.00%, 02/19/2029 | |
| 1,525,691 | | |
| 1,399,058 | |
Endurance International Group Holdings, Inc., First Lien Initial Term Loan, 1M US L + 3.50%, 0.75% Floor, 02/10/2028 | |
| 1,570,626 | | |
| 1,417,490 | |
Park Place Technologies LLC, First Lien Closing Date Term Loan, 1M US L + 5.00%, 1.00% Floor, 11/10/2027 | |
| 753,538 | | |
| 712,564 | |
Sabre GLBL, Inc., First Lien 2021 Other B-1 Term Loan, 1M US L + 3.50%, 0.50% Floor, 12/17/2027 | |
| 145,106 | | |
| 132,591 | |
Sabre GLBL, Inc., First Lien 2021 Other B-2 Term Loan, 1M US L + 3.50%, 0.50% Floor, 12/17/2027 | |
| 231,288 | | |
| 211,339 | |
| |
| | | |
| 3,873,042 | |
| |
| | | |
| | |
Leisure Products - 0.43% | |
| | | |
| | |
Recess Holdings, Inc., First Lien Initial Term Loan, 3M US L + 3.75%, 1.00% Floor, 09/30/2024 | |
| 685,292 | | |
| 682,725 | |
| |
| | | |
| | |
Life Sciences Tools & Services - 2.16% | |
| | | |
| | |
Catalent Pharma Solutions, Inc., First Lien Term Loan, 1M US L + 2.00%, 0.50% Floor, 02/22/2028 | |
| 1,000,000 | | |
| 986,410 | |
Curia Global, Inc., First Lien 2021 Term Loan, 3M US L + 3.75%, 0.75% Floor, 08/30/2026 | |
| 2,378,576 | | |
| 1,970,507 | |
Maravai Intermediate Holdings LLC, First Lien Term Loan, 1M US L + 3.25%, 0.50% Floor, 10/19/2027 | |
| 500,000 | | |
| 491,563 | |
| |
| | | |
| 3,448,480 | |
| |
| | | |
| | |
Machinery - 1.65% | |
| | | |
| | |
PRO MACH Group, Inc., First Lien Closing Date Initial Term Loan, 1M US L + 4.00%, 1.00% Floor, 08/31/2028 | |
| 1,746,480 | | |
| 1,702,600 | |
Titan Acquisition, Ltd., First Lien Initial Term Loan, 3M US L + 3.00%, 03/28/2025 | |
| 997,382 | | |
| 934,343 | |
| |
| | | |
| 2,636,943 | |
| |
| | | |
| | |
Media - 8.40% | |
| | | |
| | |
Champ Acquisition Corp., First Lien Initial Term Loan, 3M US L + 5.50%, 12/19/2025 | |
| 1,116,124 | | |
| 1,107,753 | |
Charter Communications Operating LLC, First Lien Term Loan, 1M US L + 1.75%, 02/01/2027 | |
| 1,047,294 | | |
| 1,024,253 | |
Clear Channel Outdoor Holdings, Inc., First Lien B Term Loan, 3M US L + 3.50%, 08/21/2026 | |
| 1,088,747 | | |
| 994,162 | |
Cogeco Communications USA II LP, First Lien Term Loan, 1M US L + 2.00%, 01/03/2025 | |
| 1,386,706 | | |
| 1,371,300 | |
See
Notes to Financial Statements.
36 |
www.blackstone-credit.com |
Blackstone
Long-Short Credit Income Fund |
Portfolio
of Investments |
December
31, 2022
| |
Principal Amount | | |
Value | |
Media (continued) | |
| | | |
| | |
Radiate Holdco, LLC,, First Lien Term Loan, 1M US L + 3.25%, 09/25/2026 | |
$ | 1,196,977 | | |
$ | 977,847 | |
Univision Communications, Inc., First Lien Term Loan: | |
| | | |
| | |
1M US L + 3.25%, 0.75% Floor, 03/24/2026 | |
| 1,593,242 | | |
| 1,571,334 | |
3M US L + 4.25%, 06/24/2029 | |
| 191,311 | | |
| 189,494 | |
UPC Financing Partnership, First Lien Facility AT Term Loan, 1M US L + 2.25%, 04/30/2028 | |
| 2,190,005 | | |
| 2,142,099 | |
Virgin Media Bristol LLC, First Lien Term Loan: | |
| | | |
| | |
1M US L + 2.50%, 01/31/2028 | |
| 1,743,300 | | |
| 1,717,307 | |
1M US L + 3.25%, 01/31/2029 | |
| 550,000 | | |
| 546,013 | |
Ziggo Financing Partnership, First Lien I Facility Term Loan, 1M US L + 2.50%, 04/30/2028 | |
| 1,795,328 | | |
| 1,754,798 | |
| |
| | | |
| 13,396,360 | |
| |
| | | |
| | |
Mortgage Real Estate Investment Trusts (REITs) - 0.37% | |
| | | |
| | |
Blackstone Mortgage Trust, Inc., First Lien Term Loan: | |
| | | |
| | |
1M US L + 2.25%, 04/23/2026 | |
| 299,227 | | |
| 292,681 | |
1M US L + 2.75%, 0.50% Floor, 04/23/2026 | |
| 300,000 | | |
| 294,750 | |
| |
| | | |
| 587,431 | |
| |
| | | |
| | |
Oil, Gas & Consumable Fuels - 1.33% | |
| | | |
| | |
Buckeye Partners LP, First Lien Term Loan, 1M US L + 2.25%, 11/01/2026 | |
| 770,000 | | |
| 766,673 | |
Freeport LNG, First Lien Term Loan, 3M US L + 3.50%, 12/21/2028 | |
| 1,423,962 | | |
| 1,357,314 | |
| |
| | | |
| 2,123,987 | |
| |
| | | |
| | |
Pharmaceuticals - 1.01% | |
| | | |
| | |
Elanco Animal Health, Inc., First Lien B Term Loan, 1M US L + 1.75%, 08/01/2027 | |
| 738,452 | | |
| 710,642 | |
Padagis LLC, First Lien Initial Term Loan, 3M US L + 4.75%, 0.50% Floor, 07/06/2028 | |
| 1,005,096 | | |
| 896,214 | |
| |
| | | |
| 1,606,856 | |
| |
| | | |
| | |
Professional Services - 7.32% | |
| | | |
| | |
AG Group Holdings, Inc., First Lien Term Loan, 3M
US L + 4.25%, 12/29/2028(b) | |
| 489,730 | | |
| 468,916 | |
AlixPartners, LLP, First Lien USD B Term Loan, 1M US L + 2.75%, 0.50% Floor, 02/04/2028 | |
| 800,000 | | |
| 794,644 | |
AqGen Island Holdings, Inc., First Lien Term Loan, 3M US L + 6.50%, 08/02/2029 | |
| 1,747,855 | | |
| 1,535,193 | |
CoreLogic, Inc., First Lien Initial Term Loan, 1M US L + 3.50%, 0.50% Floor, 06/02/2028 | |
| 1,753,752 | | |
| 1,469,320 | |
CoreLogic, Inc., Second Lien Initial Term Loan, 1M US L + 6.50%, 0.50% Floor, 06/04/2029 | |
| 553,488 | | |
| 396,298 | |
Deerfield Dakota Holding LLC, Second Lien 2021 Replacement Term Loan, 1M US L + 6.75%, 0.75% Floor, 04/07/2028 | |
| 296,000 | | |
| 283,050 | |
Dun & Bradstreet Corp., First Lien Initial Borrowing Term Loan, 1M US L + 3.25%, 02/06/2026 | |
| 1,077,190 | | |
| 1,069,208 | |
Galaxy US Opco Inc. TL, First Lien Term Loan, 1M US L + 4.75%, 04/29/2029 | |
| 633,627 | | |
| 575,016 | |
Inmar, Inc., Second Lien Initial Term Loan, 1M US
L + 8.00%, 1.00% Floor, 05/01/2025(b) | |
| 802,345 | | |
| 750,192 | |
Minotaur Acquisition, Inc., First Lien B Term Loan, 1M US L + 4.75%, 03/27/2026 | |
| 1,076,547 | | |
| 1,032,140 | |
National Intergovernmental Purchasing Alliance Company, Second Lien Initial Term Loan, | |
| | | |
| | |
3M US L + 7.50%, 05/26/2026(b) | |
| 1,227,171 | | |
| 1,214,899 | |
Trans Union LLC, First Lien Term Loan, 1M US L + 1.75%, 11/16/2026 | |
| 1,697,070 | | |
| 1,676,010 | |
TransUnion 11/21 B6 TLB, First Lien Term Loan, 1M US L + 2.25%, 12/01/2028 | |
| 368,955 | | |
| 365,957 | |
VT Topco, Inc., First Lien 2021 Term Loan, 1M US L + 3.75%, 0.75% Floor, 08/01/2025 | |
| 46,054 | | |
| 44,768 | |
| |
| | | |
| 11,675,611 | |
| |
| | | |
| | |
Road & Rail - 0.82% | |
| | | |
| | |
Avis Budget Car Rental LLC, First Lien Term Loan, 1M US L + 1.75%, 08/06/2027 | |
| 1,348,843 | | |
| 1,311,049 | |
| |
| | | |
| | |
Semiconductors & Semiconductor Equipment - 0.48% | |
| | | |
| | |
Coherent Corp., First Lien Term Loan, 3M US L + 2.75%, 0.50% Floor, 07/02/2029 | |
| 770,000 | | |
| 763,840 | |
| |
| | | |
| | |
Software - 12.59% | |
| | | |
| | |
Apttus Corp., First Lien Initial Term Loan, 3M US L + 4.25%, 0.75% Floor, 05/08/2028 | |
| 563,598 | | |
| 529,782 | |
See
Notes to Financial Statements.
Annual
Report | December 31, 2022 |
37 |
Blackstone
Long-Short Credit Income Fund |
Portfolio
of Investments |
December
31, 2022
| |
Principal Amount | | |
Value | |
Software (continued) | |
| | | |
| | |
CDK Global, Inc., First Lien Term Loan, 3M US SOFR + 4.50%, 07/06/2029 | |
$ | 1,550,414 | | |
$ | 1,539,050 | |
Connectwise, LLC, First Lien Term Loan, 1M US L + 3.50%, 0.50% Floor, 09/29/2028 | |
| 445,287 | | |
| 424,136 | |
Cornerstone OnDemand, Inc., First Lien Initial Term Loan, 1M US L + 3.75%, 0.50% Floor, 10/16/2028 | |
| 1,684,757 | | |
| 1,512,070 | |
DTI Holdco, Inc. TL, First Lien Term Loan, 3M US L + 4.75%, 04/26/2029 | |
| 729,579 | | |
| 673,949 | |
Epicor Software Corp., Second Lien Initial Term Loan, 1M US L + 7.75%, 1.00% Floor, 07/31/2028 | |
| 704,746 | | |
| 697,346 | |
Fiserv Investment Solutions, Inc., First Lien Initial Term Loan, 1M US L + 4.00%, 02/18/2027 | |
| 796,611 | | |
| 758,278 | |
Greeneden U.S. Holdings I LLC, First Lien Initial Dollar (2020) Term Loan, 1M US L + 4.00%, 0.75% Floor, 12/01/2027 | |
| 477,312 | | |
| 459,315 | |
Help/Systems Holdings, Inc., First Lien Seventh Amendment Refinancing Term Loan, 1M US L + 4.00%, 0.75% Floor, 11/19/2026 | |
| 1,849,938 | | |
| 1,672,807 | |
Hyland Software, Inc., Second Lien 2021 Refinancing Term Loan, 1M US L + 6.25%, 0.75% Floor, 07/07/2025 | |
| 1,394,543 | | |
| 1,326,210 | |
Idera, Inc., First Lien B-1 Term Loan, 3M US L + 3.75%, 0.75% Floor, 03/02/2028 | |
| 630,787 | | |
| 596,488 | |
Imperva, Inc., First Lien Term Loan, 3M US L + 4.00%, 1.00% Floor, 01/12/2026 | |
| 1,289,052 | | |
| 1,059,601 | |
ION Trading Finance, Ltd., First Lien Initial Dollar (2021) Term Loan, 3M US L + 4.75%, 04/01/2028 | |
| 275,960 | | |
| 262,457 | |
Ivanti Software, Inc., First Lien First Amendment Term Loan, 3M US L + 4.00%, 0.75% Floor, 12/01/2027 | |
| 243,784 | | |
| 193,048 | |
Ivanti Software, Inc., First Lien Term Loan, 3M US L + 4.25%, 12/01/2027 | |
| 1,689,405 | | |
| 1,345,366 | |
Ivanti Software, Inc., Second Lien Term Loan, 3M US L + 7.25%, 12/01/2028 | |
| 476,866 | | |
| 278,966 | |
LI Group Holdings, Inc., First Lien 2021 Term Loan,
1M US L + 3.75%, 0.75% Floor, 03/11/2028(b) | |
| 707,168 | | |
| 694,792 | |
Magenta Buyer LLC, First Lien Initial Term Loan, 3M US L + 4.75%, 0.75% Floor, 07/27/2028 | |
| 1,571,846 | | |
| 1,353,265 | |
Mitnick Corporate Purchaser Inc., First Lien Term Loan, 3M US L + 4.75%, 05/02/2029 | |
| 389,109 | | |
| 365,521 | |
Perforce Software, Inc., First Lien New Term Loan, 1M US L + 3.75%, 07/01/2026 | |
| 249,350 | | |
| 233,025 | |
Quest Borrower Ltd., First Lien Term Loan, 3M US L + 4.25%, 02/01/2029 | |
| 1,234,954 | | |
| 958,250 | |
Skopima Merger Sub Inc., First Lien Initial Term Loan, 1M US L + 4.00%, 05/12/2028 | |
| 750,499 | | |
| 711,901 | |
SS&C Technologies, Inc., First Lien Term Loan: | |
| | | |
| | |
1M US L + 2.25%, 0.50% Floor, 03/22/2029 | |
| 199,460 | | |
| 196,281 | |
1M US L + 2.25%, 0.50% Floor, 03/22/2029 | |
| 300,540 | | |
| 295,751 | |
Veritas US, Inc., First Lien Dollar B-2021 Term Loan, 3M US L + 5.00%, 1.00% Floor, 09/01/2025 | |
| 349,356 | | |
| 248,229 | |
Vision Solutions, Inc., First Lien Term Loan, 3M US L + 4.00%, 0.75% Floor, 04/24/2028 | |
| 2,050,284 | | |
| 1,703,273 | |
| |
| | | |
| 20,089,157 | |
| |
| | | |
| | |
Specialty Retail - 0.55% | |
| | | |
| | |
EG Group, Ltd., First Lien Additional Facility Term Loan: | |
| | | |
| | |
3M US L + 4.00%, 02/07/2025 | |
| 589,620 | | |
| 558,300 | |
3M US L + 4.25%, 0.50% Floor, 03/31/2026 | |
| 213,875 | | |
| 200,908 | |
EG Group, Ltd., First Lien Facility B Term Loan, 3M US L + 4.00%, 02/07/2025 | |
| 132,292 | | |
| 125,265 | |
| |
| | | |
| 884,473 | |
| |
| | | |
| | |
Technology Hardware, Storage & Peripherals - 0.68% | |
| | | |
| | |
Project Castle, Inc., First Lien Term Loan, 3M US L + 5.50%, 06/01/2029 | |
| 1,339,500 | | |
| 1,090,018 | |
| |
| | | |
| | |
Textiles, Apparel & Luxury Goods - 0.51% | |
| | | |
| | |
S&S Holdings LLC, First Lien Initial Term Loan, 1M US L + 5.00%, 0.50% Floor, 03/11/2028 | |
| 895,463 | | |
| 818,606 | |
| |
| | | |
| | |
Trading Companies & Distributors - 2.00% | |
| | | |
| | |
Foundation Building Materials, Inc., First Lien Initial Term Loan, 3M US L + 3.25%, 0.50% Floor, 01/31/2028 | |
| 656,284 | | |
| 622,977 | |
See
Notes to Financial Statements.
38 |
www.blackstone-credit.com |
Blackstone
Long-Short Credit Income Fund |
Portfolio
of Investments |
December
31, 2022
| |
Principal Amount | | |
Value | |
Trading Companies & Distributors (continued) | |
| | | |
| | |
Park River Holdings, Inc., First Lien Initial Term Loan, 3M US L + 3.25%, 0.75% Floor, 12/28/2027 | |
$ | 2,914,208 | | |
$ | 2,560,860 | |
| |
| | | |
| 3,183,837 | |
| |
| | | |
| | |
Wireless Telecommunication Services - 0.89% | |
| | | |
| | |
CCI Buyer, Inc., First Lien Initial Term Loan, 3M US L + 4.00%, 0.75% Floor, 12/17/2027 | |
| 1,475,939 | | |
| 1,413,950 | |
| |
| | | |
| | |
TOTAL FLOATING RATE LOAN INTERESTS | |
| | | |
| | |
(Cost $209,113,677) | |
| | | |
| 193,818,056 | |
| |
| | | |
| | |
COLLATERALIZED LOAN OBLIGATION SECURITIES - 9.65%(a) | |
| | | |
| | |
Diversified Financial Services - 9.65% | |
| | | |
| | |
522 Funding CLO 2021-7, Ltd., 3M US L + 6.22%, 04/23/2034(b)(f) | |
| 500,000 | | |
| 433,365 | |
AMMC CLO 24, Ltd., 3M US L + 3.40%, 01/20/2035(b)(f) | |
| 900,000 | | |
| 833,107 | |
Apidos CLO XXXV, 3M US L + 2.65%, 04/20/2034(b)(f) | |
| 700,000 | | |
| 635,310 | |
Eaton Vance CLO 2013-1, Ltd., 3M US L + 6.80%, 01/15/2034(b)(f) | |
| 500,000 | | |
| 443,528 | |
Elmwood CLO 16, Ltd., 3M US SOFR + 7.22%, 04/20/2034(b)(f) | |
| 750,000 | | |
| 693,562 | |
Galaxy 30 Clo, Ltd., 3M US SOFR + 6.95%, 04/15/2035(b)(f) | |
| 1,000,000 | | |
| 896,878 | |
Galaxy XXVII CLO, Ltd., 3M US L + 5.78%, 05/16/2031(b)(f) | |
| 625,000 | | |
| 534,446 | |
HPS Loan Management CLO 6-2015, Ltd., 3M US L + 5.10%, 02/05/2031(b)(f) | |
| 833,000 | | |
| 698,322 | |
Jamestown CLO XIV, Ltd., 3M US L + 7.20%, 10/20/2034(b)(f) | |
| 1,000,000 | | |
| 885,482 | |
Magnetite XXXII, Ltd., 3M US SOFR + 6.90%, 04/15/2035(b)(f) | |
| 1,000,000 | | |
| 906,774 | |
OCP CLO 2020-18, Ltd., 3M US L + 6.43%, 07/20/2032(b)(f) | |
| 1,000,000 | | |
| 883,300 | |
Octagon Investment Partners 43, Ltd., 3M US L + 6.60%, 10/25/2032(b)(f) | |
| 500,000 | | |
| 454,386 | |
Parallel 2021-2, Ltd., 3M US L + 7.20%, 10/20/2034(b)(f) | |
| 500,000 | | |
| 435,000 | |
Park Avenue Institutional Advisers CLO, Ltd. 2022-1, 3M US SOFR + 7.29%, 04/20/2035(b)(f) | |
| 1,000,000 | | |
| 892,933 | |
PPM CLO 3, Ltd., 3M US L + 6.61%, 04/17/2034(b)(f) | |
| 500,000 | | |
| 413,812 | |
Rad CLO 2, Ltd., 3M US L + 6.00%, 10/15/2031(b)(f) | |
| 750,000 | | |
| 638,125 | |
Rad CLO 5, Ltd., 3M US L + 6.70%, 07/24/2032(b)(f) | |
| 250,000 | | |
| 220,234 | |
Romark CLO II, Ltd., 3M US L + 3.35%, 07/25/2031(b)(f) | |
| 250,000 | | |
| 229,646 | |
Romark CLO IV, Ltd., 3M US L + 6.95%, 07/10/2034(b)(f) | |
| 1,000,000 | | |
| 862,518 | |
Signal Peak CLO 10, Ltd., 3M US L + 3.20%, 01/24/2035(b)(f) | |
| 1,250,000 | | |
| 1,137,243 | |
Tiaa Clo III, Ltd., 3M US L + 5.90%, 01/16/2031(b)(f) | |
| 2,500,000 | | |
| 2,053,680 | |
Wellfleet CLO 2020-1, Ltd., 3M US L + 7.24%, 04/15/2033(b)(f) | |
| 250,000 | | |
| 220,532 | |
| |
| | | |
| 15,402,183 | |
| |
| | | |
| | |
TOTAL COLLATERALIZED LOAN OBLIGATION SECURITIES | |
| | | |
| | |
(Cost $17,079,588) | |
| | | |
| 15,402,183 | |
| |
| | | |
| | |
CORPORATE BONDS - 31.80% | |
| | | |
| | |
Aerospace & Defense - 1.36% | |
| | | |
| | |
Bombardier, Inc.: | |
| | | |
| | |
7.125%, 06/15/2026(f) | |
| 180,000 | | |
| 174,966 | |
7.875%, 04/15/2027(f) | |
| 556,000 | | |
| 540,452 | |
6.000%, 02/15/2028(f) | |
| 140,000 | | |
| 129,632 | |
Howmet Aerospace, Inc.: | |
| | | |
| | |
3.000%, 01/15/2029 | |
| 80,000 | | |
| 68,116 | |
5.950%, 02/01/2037 | |
| 256,000 | | |
| 248,941 | |
TransDigm, Inc.: | |
| | | |
| | |
4.625%, 01/15/2029 | |
| 600,000 | | |
| 528,615 | |
4.875%, 05/01/2029 | |
| 400,000 | | |
| 349,410 | |
Triumph Group, Inc., 7.750%, 08/15/2025 | |
| 150,000 | | |
| 127,825 | |
| |
| | | |
| 2,167,957 | |
See
Notes to Financial Statements.
Annual
Report | December 31, 2022 |
39 |
Blackstone
Long-Short Credit Income Fund |
Portfolio
of Investments |
December
31, 2022
| |
Principal Amount | | |
Value | |
Air Freight & Logistics - 0.09% | |
| | | |
| | |
Cargo Aircraft Management, Inc., 4.750%, 02/01/2028(f) | |
$ | 160,000 | | |
$ | 145,466 | |
| |
| | | |
| | |
Airlines - 0.05% | |
| | | |
| | |
American Airlines Group, Inc., 3.750%, 03/01/2025(f) | |
| 90,000 | | |
| 76,372 | |
| |
| | | |
| | |
Auto Components - 0.12% | |
| | | |
| | |
American Axle & Manufacturing, Inc., 6.500%, 04/01/2027 | |
| 135,000 | | |
| 121,981 | |
Patrick Industries, Inc., 4.750%, 05/01/2029(f) | |
| 90,000 | | |
| 74,817 | |
| |
| | | |
| 196,798 | |
| |
| | | |
| | |
Automobiles - 0.16% | |
| | | |
| | |
Ford Motor Co., 9.625%, 04/22/2030 | |
| 80,000 | | |
| 90,640 | |
Ford Motor Credit Co. LLC, 3.625%, 06/17/2031 | |
| 200,000 | | |
| 157,372 | |
| |
| | | |
| 248,012 | |
| |
| | | |
| | |
Banks - 0.48% | |
| | | |
| | |
Intesa Sanpaolo SpA, 5.710%, 01/15/2026(f) | |
| 800,000 | | |
| 769,675 | |
| |
| | | |
| | |
Beverages - 0.16% | |
| | | |
| | |
Primo Water Holdings, Inc., 4.375%, 04/30/2029(f) | |
| 290,000 | | |
| 250,784 | |
| |
| | | |
| | |
Building Products - 0.40% | |
| | | |
| | |
Builders FirstSource, Inc., 6.375%, 06/15/2032(f) | |
| 170,000 | | |
| 159,901 | |
Griffon Corp., 5.750%, 03/01/2028 | |
| 320,000 | | |
| 293,296 | |
PGT Innovations, Inc., 4.375%, 10/01/2029(f) | |
| 230,000 | | |
| 192,859 | |
| |
| | | |
| 646,056 | |
| |
| | | |
| | |
Capital Markets - 0.36% | |
| | | |
| | |
LPL Holdings, Inc., 4.375%, 05/15/2031(f) | |
| 120,000 | | |
| 102,192 | |
MSCI, Inc.: | |
| | | |
| | |
3.625%, 09/01/2030(f) | |
| 210,000 | | |
| 174,935 | |
3.875%, 02/15/2031(f) | |
| 360,000 | | |
| 299,952 | |
| |
| | | |
| 577,079 | |
| |
| | | |
| | |
Chemicals - 1.16% | |
| | | |
| | |
Ashland LLC, 3.375%, 09/01/2031(f) | |
| 450,000 | | |
| 360,257 | |
Chemours Co., 4.625%, 11/15/2029(f) | |
| 270,000 | | |
| 221,076 | |
CVR Partners LP / CVR Nitrogen Finance Corp., 6.125%, 06/15/2028(f) | |
| 110,000 | | |
| 98,825 | |
HB Fuller Co., 4.250%, 10/15/2028 | |
| 110,000 | | |
| 97,726 | |
Ingevity Corp., 3.875%, 11/01/2028(f) | |
| 220,000 | | |
| 189,561 | |
Minerals Technologies, Inc., 5.000%, 07/01/2028(f) | |
| 179,000 | | |
| 159,734 | |
Nufarm Australia, Ltd. / Nufarm Americas, Inc., 5.000%, 01/27/2030(f) | |
| 210,000 | | |
| 182,246 | |
Rayonier AM Products, Inc., 7.625%, 01/15/2026(f) | |
| 425,000 | | |
| 410,346 | |
Valvoline, Inc., 3.625%, 06/15/2031(f) | |
| 150,000 | | |
| 123,274 | |
| |
| | | |
| 1,843,045 | |
| |
| | | |
| | |
Commercial Services & Supplies - 0.04% | |
| | | |
| | |
Stericycle, Inc., 3.875%, 01/15/2029(f) | |
| 80,000 | | |
| 69,905 | |
| |
| | | |
| | |
Communications Equipment - 0.59% | |
| | | |
| | |
CommScope, Inc., 8.250%, 03/01/2027(f) | |
| 315,000 | | |
| 244,623 | |
Nokia Oyj, 6.625%, 05/15/2039 | |
| 100,000 | | |
| 95,093 | |
Viasat, Inc., 6.500%, 07/15/2028(f) | |
| 545,000 | | |
| 409,757 | |
See
Notes to Financial Statements.
40 |
www.blackstone-credit.com |
Blackstone
Long-Short Credit Income Fund |
Portfolio
of Investments |
December
31, 2022
| |
Principal
Amount | | |
Value | |
Communications Equipment (continued) | |
| | | |
| | |
Viavi Solutions, Inc., 3.750%, 10/01/2029(f) | |
$ | 220,000 | | |
$ | 185,262 | |
| |
| | | |
| 934,735 | |
| |
| | | |
| | |
Construction & Engineering - 0.23% | |
| | | |
| | |
Brundage-Bone Concrete Pumping Holdings, Inc., 6.000%, 02/01/2026(f) | |
| 222,000 | | |
| 202,663 | |
Tutor Perini Corp., 6.875%, 05/01/2025(f) | |
| 190,000 | | |
| 166,549 | |
| |
| | | |
| 369,212 | |
| |
| | | |
| | |
Consumer Finance - 1.19% | |
| | | |
| | |
Enova International, Inc., 8.500%, 09/15/2025(f) | |
| 150,000 | | |
| 139,309 | |
FirstCash, Inc., 4.625%, 09/01/2028(f) | |
| 600,000 | | |
| 527,736 | |
Navient Corp.: | |
| | | |
| | |
6.750%, 06/25/2025 | |
| 200,000 | | |
| 192,332 | |
6.750%, 06/15/2026 | |
| 80,000 | | |
| 75,963 | |
5.000%, 03/15/2027 | |
| 210,000 | | |
| 184,204 | |
4.875%, 03/15/2028 | |
| 240,000 | | |
| 197,721 | |
5.625%, 08/01/2033 | |
| 169,000 | | |
| 120,697 | |
OneMain Finance Corp., 3.875%, 09/15/2028 | |
| 190,000 | | |
| 151,339 | |
PRA Group, Inc., 5.000%, 10/01/2029(f) | |
| 380,000 | | |
| 314,059 | |
| |
| | | |
| 1,903,360 | |
| |
| | | |
| | |
Containers & Packaging - 0.66% | |
| | | |
| | |
OI European Group BV, 4.750%, 02/15/2030(f) | |
| 578,000 | | |
| 506,990 | |
Sealed Air Corp., 6.875%, 07/15/2033(f) | |
| 340,000 | | |
| 337,533 | |
TriMas Corp., 4.125%, 04/15/2029(f) | |
| 230,000 | | |
| 201,160 | |
| |
| | | |
| 1,045,683 | |
| |
| | | |
| | |
Diversified Consumer Services - 0.62% | |
| | | |
| | |
Adtalem Global Education, Inc., 5.500%, 03/01/2028(f) | |
| 90,000 | | |
| 81,785 | |
Prime Security Services Borrower LLC / Prime Finance, Inc., 6.250%, 01/15/2028(f) | |
| 275,000 | | |
| 250,861 | |
Service Corp. International: | |
| | | |
| | |
3.375%, 08/15/2030 | |
| 290,000 | | |
| 236,216 | |
4.000%, 05/15/2031 | |
| 490,000 | | |
| 413,398 | |
| |
| | | |
| 982,260 | |
| |
| | | |
| | |
Diversified Telecommunication Services - 0.46% | |
| | | |
| | |
Frontier Communications Holdings LLC: | |
| | | |
| | |
6.750%, 05/01/2029(f) | |
| 420,000 | | |
| 348,025 | |
5.875%, 11/01/2029 | |
| 30,000 | | |
| 23,249 | |
6.000%, 01/15/2030(f) | |
| 140,000 | | |
| 110,162 | |
Hughes Satellite Systems Corp., 6.625%, 08/01/2026 | |
| 170,000 | | |
| 158,863 | |
SBA Communications Corp., 3.125%, 02/01/2029 | |
| 116,000 | | |
| 96,657 | |
| |
| | | |
| 736,956 | |
| |
| | | |
| | |
Electric Utilities - 0.15% | |
| | | |
| | |
PG&E Corp., 5.000%, 07/01/2028 | |
| 270,000 | | |
| 246,906 | |
| |
| | | |
| | |
Electronic Equipment, Instruments & Components - 0.19% | |
| | | |
| | |
Sensata Technologies BV, 4.000%, 04/15/2029(f) | |
| 100,000 | | |
| 86,385 | |
TTM Technologies, Inc., 4.000%, 03/01/2029(f) | |
| 250,000 | | |
| 214,748 | |
| |
| | | |
| 301,133 | |
| |
| | | |
| | |
Energy Equipment & Services - 1.29% | |
| | | |
| | |
Enerflex, Ltd., 9.000%, 10/15/2027(f) | |
| 150,000 | | |
| 149,786 | |
Nabors Industries, Ltd., 7.500%, 01/15/2028(f) | |
| 400,000 | | |
| 366,590 | |
See
Notes to Financial Statements.
Annual
Report | December 31, 2022 |
41 |
Blackstone
Long-Short Credit Income Fund |
Portfolio
of Investments |
December
31, 2022
| |
Principal Amount | | |
Value | |
Energy Equipment & Services (continued) | |
| | | |
| | |
Patterson-UTI Energy, Inc., 5.150%, 11/15/2029 | |
$ | 340,000 | | |
$ | 305,446 | |
Petrofac, Ltd., 9.750%, 11/15/2026(f) | |
| 146,000 | | |
| 82,697 | |
Precision Drilling Corp., 6.875%, 01/15/2029(f) | |
| 420,000 | | |
| 391,569 | |
Transocean, Inc.: | |
| | | |
| | |
7.500%, 01/15/2026(f) | |
| 485,000 | | |
| 409,058 | |
8.000%, 02/01/2027(f) | |
| 435,000 | | |
| 355,926 | |
| |
| | | |
| 2,061,072 | |
| |
| | | |
| | |
Equity Real Estate Investment Trusts (REITs) - 0.98% | |
| | | |
| | |
Iron Mountain, Inc.: | |
| | | |
| | |
4.875%, 09/15/2029(f) | |
| 160,000 | | |
| 139,821 | |
4.500%, 02/15/2031(f) | |
| 90,000 | | |
| 74,178 | |
5.625%, 07/15/2032(f) | |
| 530,000 | | |
| 460,247 | |
Service Properties Trust: | |
| | | |
| | |
5.250%, 02/15/2026 | |
| 130,000 | | |
| 108,788 | |
4.750%, 10/01/2026 | |
| 595,000 | | |
| 469,175 | |
4.950%, 02/15/2027 | |
| 325,000 | | |
| 256,484 | |
3.950%, 01/15/2028 | |
| 74,000 | | |
| 52,656 | |
| |
| | | |
| 1,561,349 | |
| |
| | | |
| | |
Food Products - 1.11% | |
| | | |
| | |
Lamb Weston Holdings, Inc.: | |
| | | |
| | |
4.875%, 05/15/2028(f) | |
| 465,000 | | |
| 441,410 | |
4.125%, 01/31/2030(f) | |
| 425,000 | | |
| 375,934 | |
Post Holdings, Inc.: | |
| | | |
| | |
5.625%, 01/15/2028(f) | |
| 685,000 | | |
| 645,821 | |
5.500%, 12/15/2029(f) | |
| 80,000 | | |
| 72,560 | |
4.500%, 09/15/2031(f) | |
| 270,000 | | |
| 227,477 | |
| |
| | | |
| 1,763,202 | |
| |
| | | |
| | |
Gas Utilities - 0.11% | |
| | | |
| | |
Superior Plus LP / Superior General Partner, Inc., 4.500%, 03/15/2029(f) | |
| 205,000 | | |
| 175,571 | |
| |
| | | |
| | |
Health Care Equipment & Supplies - 0.15% | |
| | | |
| | |
Hologic, Inc., 3.250%, 02/15/2029(f) | |
| 280,000 | | |
| 240,891 | |
| |
| | | |
| | |
Health Care Providers & Services - 0.92% | |
| | | |
| | |
Acadia Healthcare Co., Inc.: | |
| | | |
| | |
5.500%, 07/01/2028(f) | |
| 85,000 | | |
| 80,759 | |
5.000%, 04/15/2029(f) | |
| 230,000 | | |
| 211,900 | |
AdaptHealth LLC: | |
| | | |
| | |
4.625%, 08/01/2029(f) | |
| 125,000 | | |
| 104,819 | |
5.125%, 03/01/2030(f) | |
| 140,000 | | |
| 119,362 | |
CHS/Community Health Systems, Inc.: | |
| | | |
| | |
8.000%, 03/15/2026(f) | |
| 130,000 | | |
| 118,625 | |
8.000%, 12/15/2027(f) | |
| 150,000 | | |
| 136,004 | |
DaVita, Inc., 4.625%, 06/01/2030(f) | |
| 127,000 | | |
| 102,431 | |
Encompass Health Corp.: | |
| | | |
| | |
4.500%, 02/01/2028 | |
| 180,000 | | |
| 163,791 | |
4.750%, 02/01/2030 | |
| 325,000 | | |
| 285,918 | |
ModivCare, Inc., 5.875%, 11/15/2025(f) | |
| 160,000 | | |
| 150,498 | |
| |
| | | |
| 1,474,107 | |
See
Notes to Financial Statements.
42 |
www.blackstone-credit.com |
Blackstone
Long-Short Credit Income Fund |
Portfolio
of Investments |
December 31, 2022
| |
Principal Amount | | |
Value | |
Hotels, Restaurants & Leisure - 3.67% | |
| | | |
| | |
1011778 BC ULC / New Red Finance, Inc.: | |
| | | |
| | |
4.375%, 01/15/2028(f) | |
$ | 330,000 | | |
$ | 295,966 | |
3.500%, 02/15/2029(f) | |
| 350,000 | | |
| 300,672 | |
4.000%, 10/15/2030(f) | |
| 430,000 | | |
| 349,115 | |
Bloomin' Brands, Inc. / OSI Restaurant Partners LLC, 5.125%, 04/15/2029(f) | |
| 90,000 | | |
| 75,816 | |
Carnival Corp., 7.625%, 03/01/2026(f) | |
| 270,000 | | |
| 214,478 | |
CDI Escrow Issuer, Inc., 5.750%, 04/01/2030(f) | |
| 90,000 | | |
| 80,836 | |
Churchill Downs, Inc., 4.750%, 01/15/2028(f) | |
| 850,000 | | |
| 761,957 | |
Full House Resorts, Inc., 8.250%, 02/15/2028(f) | |
| 60,000 | | |
| 53,194 | |
Hilton Domestic Operating Co., Inc.: | |
| | | |
| | |
3.750%, 05/01/2029(f) | |
| 320,000 | | |
| 277,229 | |
4.875%, 01/15/2030 | |
| 220,000 | | |
| 199,736 | |
4.000%, 05/01/2031(f) | |
| 80,000 | | |
| 67,095 | |
Las Vegas Sands Corp., 3.900%, 08/08/2029 | |
| 530,000 | | |
| 447,552 | |
Life Time, Inc., 8.000%, 04/15/2026(f) | |
| 260,000 | | |
| 234,325 | |
Marriott Ownership Resorts, Inc., 4.750%, 01/15/2028 | |
| 150,000 | | |
| 130,850 | |
NCL Corp., Ltd., 5.875%, 03/15/2026(f) | |
| 655,000 | | |
| 515,616 | |
Papa John's International, Inc., 3.875%, 09/15/2029(f) | |
| 50,000 | | |
| 41,814 | |
Royal Caribbean Cruises, Ltd.: | |
| | | |
| | |
4.250%, 07/01/2026(f) | |
| 125,000 | | |
| 101,200 | |
5.500%, 08/31/2026(f) | |
| 25,000 | | |
| 21,062 | |
11.625%, 08/15/2027(f) | |
| 560,000 | | |
| 563,338 | |
7.500%, 10/15/2027 | |
| 140,000 | | |
| 119,359 | |
Station Casinos LLC, 4.500%, 02/15/2028(f) | |
| 30,000 | | |
| 26,128 | |
Wynn Las Vegas LLC / Wynn Las Vegas Capital Corp., 5.250%, 05/15/2027(f) | |
| 60,000 | | |
| 54,243 | |
Wynn Resorts Finance LLC / Wynn Resorts Capital Corp., 5.125%, 10/01/2029(f) | |
| 525,000 | | |
| 450,852 | |
Yum! Brands, Inc.: | |
| | | |
| | |
4.750%, 01/15/2030(f) | |
| 330,000 | | |
| 303,329 | |
3.625%, 03/15/2031 | |
| 90,000 | | |
| 75,655 | |
4.625%, 01/31/2032 | |
| 100,000 | | |
| 88,585 | |
| |
| | | |
| 5,850,002 | |
| |
| | | |
| | |
Household Durables - 1.11% | |
| | | |
| | |
Beazer Homes USA, Inc., 7.250%, 10/15/2029 | |
| 150,000 | | |
| 133,668 | |
Installed Building Products, Inc., 5.750%, 02/01/2028(f) | |
| 150,000 | | |
| 135,109 | |
LGI Homes, Inc., 4.000%, 07/15/2029(f) | |
| 150,000 | | |
| 116,089 | |
M/I Homes, Inc.: | |
| | | |
| | |
4.950%, 02/01/2028 | |
| 200,000 | | |
| 178,008 | |
3.950%, 02/15/2030 | |
| 30,000 | | |
| 24,261 | |
Meritage Homes Corp., 3.875%, 04/15/2029(f) | |
| 340,000 | | |
| 288,830 | |
Taylor Morrison Communities, Inc.: | |
| | | |
| | |
5.750%, 01/15/2028(f) | |
| 50,000 | | |
| 46,904 | |
5.125%, 08/01/2030(f) | |
| 130,000 | | |
| 112,841 | |
Tempur Sealy International, Inc.: | |
| | | |
| | |
4.000%, 04/15/2029(f) | |
| 350,000 | | |
| 294,562 | |
3.875%, 10/15/2031(f) | |
| 150,000 | | |
| 117,970 | |
TopBuild Corp., 3.625%, 03/15/2029(f) | |
| 101,000 | | |
| 82,942 | |
Tri Pointe Homes, Inc., 5.700%, 06/15/2028 | |
| 270,000 | | |
| 245,017 | |
| |
| | | |
| 1,776,201 | |
| |
| | | |
| | |
Household Products - 0.40% | |
| | | |
| | |
Central Garden & Pet Co.: | |
| | | |
| | |
4.125%, 10/15/2030 | |
| 150,000 | | |
| 123,451 | |
4.125%, 04/30/2031(f) | |
| 180,000 | | |
| 149,238 | |
See
Notes to Financial Statements.
Annual
Report | December 31, 2022 |
43 |
Blackstone
Long-Short Credit Income Fund |
Portfolio
of Investments |
December
31, 2022
| |
Principal
Amount | | |
Value | |
Household Products (continued) | |
| | | |
| | |
Energizer Holdings, Inc.: | |
| | | |
| | |
6.500%, 12/31/2027(f) | |
$ | 200,000 | | |
$ | 190,588 | |
4.750%, 06/15/2028(f) | |
| 200,000 | | |
| 173,641 | |
| |
| | | |
| 636,918 | |
| |
| | | |
| | |
Independent Power and Renewable Electricity Producers - 0.15% | |
| | | |
| | |
DPL, Inc., 4.350%, 04/15/2029 | |
| 21,000 | | |
| 18,871 | |
Vistra Operations Co. LLC, 4.375%, 05/01/2029(f) | |
| 255,000 | | |
| 220,226 | |
| |
| | | |
| 239,097 | |
| |
| | | |
| | |
Industrial Conglomerates - 0.46% | |
| | | |
| | |
Icahn Enterprises LP / Icahn Enterprises Finance Corp.: | |
| | | |
| | |
5.250%, 05/15/2027 | |
| 340,000 | | |
| 312,052 | |
4.375%, 02/01/2029 | |
| 490,000 | | |
| 415,077 | |
| |
| | | |
| 727,129 | |
| |
| | | |
| | |
Interactive Media & Services - 0.30% | |
| | | |
| | |
Cinemark USA, Inc., 5.875%, 03/15/2026(f) | |
| 250,000 | | |
| 208,552 | |
Ziff Davis, Inc., 4.625%, 10/15/2030(f) | |
| 220,000 | | |
| 186,550 | |
ZipRecruiter, Inc., 5.000%, 01/15/2030(f) | |
| 110,000 | | |
| 90,829 | |
| |
| | | |
| 485,931 | |
| |
| | | |
| | |
IT Services - 0.38% | |
| | | |
| | |
Gartner, Inc., 3.625%, 06/15/2029(f) | |
| 500,000 | | |
| 439,962 | |
Science Applications International Corp., 4.875%, 04/01/2028(f) | |
| 180,000 | | |
| 166,787 | |
| |
| | | |
| 606,749 | |
| |
| | | |
| | |
Leisure Products - 0.11% | |
| | | |
| | |
Vista Outdoor, Inc., 4.500%, 03/15/2029(f) | |
| 230,000 | | |
| 169,174 | |
| |
| | | |
| | |
Machinery - 0.53% | |
| | | |
| | |
Allison Transmission, Inc.: | |
| | | |
| | |
5.875%, 06/01/2029(f) | |
| 141,000 | | |
| 132,663 | |
3.750%, 01/30/2031(f) | |
| 620,000 | | |
| 510,725 | |
Wabash National Corp., 4.500%, 10/15/2028(f) | |
| 240,000 | | |
| 204,681 | |
| |
| | | |
| 848,069 | |
| |
| | | |
| | |
Media - 0.52% | |
| | | |
| | |
DISH DBS Corp., 7.750%, 07/01/2026 | |
| 80,000 | | |
| 64,676 | |
Sirius XM Radio, Inc.: | |
| | | |
| | |
4.000%, 07/15/2028(f) | |
| 340,000 | | |
| 296,555 | |
3.875%, 09/01/2031(f) | |
| 590,000 | | |
| 461,435 | |
| |
| | | |
| 822,666 | |
| |
| | | |
| | |
Metals & Mining - 2.38% | |
| | | |
| | |
ATI, Inc.: | |
| | | |
| | |
4.875%, 10/01/2029 | |
| 250,000 | | |
| 221,251 | |
5.125%, 10/01/2031 | |
| 380,000 | | |
| 336,471 | |
Carpenter Technology Corp., 6.375%, 07/15/2028 | |
| 300,000 | | |
| 285,839 | |
Commercial Metals Co.: | |
| | | |
| | |
3.875%, 02/15/2031 | |
| 290,000 | | |
| 244,244 | |
4.375%, 03/15/2032 | |
| 190,000 | | |
| 165,561 | |
Eldorado Gold Corp., 6.250%, 09/01/2029(f) | |
| 295,000 | | |
| 258,459 | |
See
Notes to Financial Statements.
44 |
www.blackstone-credit.com |
Blackstone
Long-Short Credit Income Fund |
Portfolio
of Investments |
December
31, 2022
| |
Principal
Amount | | |
Value | |
Metals & Mining (continued) | |
| | | |
| | |
FMG Resources August 2006 Pty, Ltd.: | |
| | | |
| | |
5.875%, 04/15/2030(f) | |
$ | 126,000 | | |
$ | 117,554 | |
4.375%, 04/01/2031(f) | |
| 110,000 | | |
| 91,697 | |
6.125%, 04/15/2032(f) | |
| 376,000 | | |
| 351,201 | |
Hudbay Minerals, Inc., 6.125%, 04/01/2029(f) | |
| 80,000 | | |
| 72,575 | |
Kaiser Aluminum Corp., 4.500%, 06/01/2031(f) | |
| 100,000 | | |
| 80,505 | |
Mineral Resources, Ltd.: | |
| | | |
| | |
8.000%, 11/01/2027(f) | |
| 126,000 | | |
| 129,013 | |
8.500%, 05/01/2030(f) | |
| 890,000 | | |
| 903,345 | |
New Gold, Inc., 7.500%, 07/15/2027(f) | |
| 100,000 | | |
| 87,913 | |
SunCoke Energy, Inc., 4.875%, 06/30/2029(f) | |
| 280,000 | | |
| 240,713 | |
Taseko Mines, Ltd., 7.000%, 02/15/2026(f) | |
| 240,000 | | |
| 211,341 | |
| |
| | | |
| 3,797,682 | |
| |
| | | |
| | |
Mortgage Real Estate Investment Trusts (REITs) - 0.80% | |
| | | |
| | |
Apollo Commercial Real Estate Finance, Inc., 4.625%, 06/15/2029(f) | |
| 235,000 | | |
| 188,397 | |
Rithm Capital Corp., 6.250%, 10/15/2025(f) | |
| 330,000 | | |
| 296,630 | |
Starwood Property Trust, Inc., 4.375%, 01/15/2027(f) | |
| 900,000 | | |
| 788,846 | |
| |
| | | |
| 1,273,873 | |
| |
| | | |
| | |
Multiline Retail - 0.20% | |
| | | |
| | |
Macy's Retail Holdings LLC: | |
| | | |
| | |
5.875%, 04/01/2029(f) | |
| 70,000 | | |
| 62,081 | |
5.875%, 03/15/2030(f) | |
| 210,000 | | |
| 182,532 | |
6.125%, 03/15/2032(f) | |
| 50,000 | | |
| 42,100 | |
4.500%, 12/15/2034 | |
| 40,000 | | |
| 27,911 | |
| |
| | | |
| 314,624 | |
| |
| | | |
| | |
Oil, Gas & Consumable Fuels - 3.27% | |
| | | |
| | |
Antero Midstream Partners LP / Antero Midstream Finance Corp., 5.375%, 06/15/2029(f) | |
| 190,000 | | |
| 173,962 | |
Apache Corp., 5.350%, 07/01/2049 | |
| 185,000 | | |
| 149,789 | |
Berry Petroleum Co. LLC, 7.000%, 02/15/2026(f) | |
| 200,000 | | |
| 184,003 | |
Calumet Specialty Products Partners LP / Calumet Finance Corp., 8.125%, 01/15/2027(f) | |
| 260,000 | | |
| 243,425 | |
Crestwood Midstream Partners LP / Crestwood Midstream Finance Corp., 6.000%, 02/01/2029(f) | |
| 210,000 | | |
| 192,981 | |
CVR Energy, Inc., 5.750%, 02/15/2028(f) | |
| 380,000 | | |
| 331,390 | |
Delek Logistics Partners LP / Delek Logistics Finance Corp., 7.125%, 06/01/2028(f) | |
| 220,000 | | |
| 198,730 | |
Energean PLC, 6.500%, 04/30/2027(f) | |
| 200,000 | | |
| 186,349 | |
EnLink Midstream Partners LP: | |
| | | |
| | |
5.050%, 04/01/2045 | |
| 250,000 | | |
| 189,901 | |
5.450%, 06/01/2047 | |
| 285,000 | | |
| 229,432 | |
Enviva Partners LP / Enviva Partners Finance Corp., 6.500%, 01/15/2026(f) | |
| 450,000 | | |
| 424,539 | |
EQM Midstream Partners LP, 6.500%, 07/15/2048 | |
| 210,000 | | |
| 157,789 | |
Global Partners LP / GLP Finance Corp., 7.000%, 08/01/2027 | |
| 255,000 | | |
| 242,558 | |
Hess Midstream Operations LP: | |
| | | |
| | |
5.125%, 06/15/2028(f) | |
| 60,000 | | |
| 55,588 | |
4.250%, 02/15/2030(f) | |
| 50,000 | | |
| 42,814 | |
Holly Energy Partners LP / Holly Energy Finance Corp., 5.000%, 02/01/2028(f) | |
| 260,000 | | |
| 237,179 | |
Northern Oil and Gas, Inc., 8.125%, 03/01/2028(f) | |
| 330,000 | | |
| 317,276 | |
NuStar Logistics LP: | |
| | | |
| | |
5.625%, 04/28/2027 | |
| 250,000 | | |
| 234,195 | |
6.375%, 10/01/2030 | |
| 60,000 | | |
| 55,586 | |
See
Notes to Financial Statements.
Annual
Report | December 31, 2022 |
45 |
Blackstone
Long-Short Credit Income Fund |
Portfolio
of Investments |
December
31, 2022
| |
Principal
Amount | | |
Value | |
Oil, Gas & Consumable Fuels (continued) | |
| | | |
| | |
Occidental Petroleum Corp.: | |
| | | |
| | |
8.875%, 07/15/2030 | |
$ | 180,000 | | |
$ | 203,523 | |
4.625%, 06/15/2045 | |
| 10,000 | | |
| 8,095 | |
6.600%, 03/15/2046 | |
| 140,000 | | |
| 144,375 | |
Parkland Corp./Alberta, 4.625%, 05/01/2030(f) | |
| 20,000 | | |
| 16,579 | |
PBF Holding Co. LLC / PBF Finance Corp., 6.000%, 02/15/2028 | |
| 265,000 | | |
| 236,837 | |
Summit Midstream Holdings LLC / Summit Midstream Finance Corp., 8.500%, 10/15/2026(f) | |
| 260,000 | | |
| 247,998 | |
Sunoco LP / Sunoco Finance Corp., 4.500%, 05/15/2029 | |
| 310,000 | | |
| 271,605 | |
Vermilion Energy, Inc., 6.875%, 05/01/2030(f) | |
| 178,000 | | |
| 162,676 | |
Western Midstream Operating LP, 5.500%, 08/15/2048 | |
| 90,000 | | |
| 74,969 | |
| |
| | | |
| 5,214,143 | |
| |
| | | |
| | |
Paper & Forest Products - 0.39% | |
| | | |
| | |
Clearwater Paper Corp., 4.750%, 08/15/2028(f) | |
| 150,000 | | |
| 132,470 | |
Louisiana-Pacific Corp., 3.625%, 03/15/2029(f) | |
| 150,000 | | |
| 130,206 | |
Mercer International, Inc., 5.125%, 02/01/2029 | |
| 420,000 | | |
| 351,742 | |
| |
| | | |
| 614,418 | |
| |
| | | |
| | |
Personal Products - 0.22% | |
| | | |
| | |
Edgewell Personal Care Co., 5.500%, 06/01/2028(f) | |
| 380,000 | | |
| 356,060 | |
| |
| | | |
| | |
Professional Services - 0.30% | |
| | | |
| | |
Booz Allen Hamilton, Inc., 3.875%, 09/01/2028(f) | |
| 450,000 | | |
| 399,480 | |
TriNet Group, Inc., 3.500%, 03/01/2029(f) | |
| 100,000 | | |
| 82,350 | |
| |
| | | |
| 481,830 | |
| |
| | | |
| | |
Real Estate Management & Development - 0.18% | |
| | | |
| | |
Howard Hughes Corp.: | |
| | | |
| | |
5.375%, 08/01/2028(f) | |
| 40,000 | | |
| 36,100 | |
4.125%, 02/01/2029(f) | |
| 240,000 | | |
| 201,347 | |
4.375%, 02/01/2031(f) | |
| 63,000 | | |
| 51,062 | |
| |
| | | |
| 288,509 | |
| |
| | | |
| | |
Road & Rail - 0.10% | |
| | | |
| | |
Avis Budget Car Rental LLC / Avis Budget Finance, Inc., 5.375%, 03/01/2029(f) | |
| 180,000 | | |
| 154,213 | |
| |
| | | |
| | |
Software - 0.84% | |
| | | |
| | |
Consensus Cloud Solutions, Inc.: | |
| | | |
| | |
6.000%, 10/15/2026(f) | |
| 60,000 | | |
| 56,370 | |
6.500%, 10/15/2028(f) | |
| 345,000 | | |
| 317,769 | |
Fair Isaac Corp., 4.000%, 06/15/2028(f) | |
| 700,000 | | |
| 636,493 | |
Open Text Corp., 3.875%, 02/15/2028(f) | |
| 390,000 | | |
| 335,342 | |
| |
| | | |
| 1,345,974 | |
| |
| | | |
| | |
Specialty Retail - 1.08% | |
| | | |
| | |
Asbury Automotive Group, Inc.: | |
| | | |
| | |
4.750%, 03/01/2030 | |
| 150,000 | | |
| 125,655 | |
5.000%, 02/15/2032(f) | |
| 175,000 | | |
| 144,200 | |
Bath & Body Works, Inc.: | |
| | | |
| | |
6.875%, 11/01/2035 | |
| 60,000 | | |
| 53,442 | |
6.750%, 07/01/2036 | |
| 283,000 | | |
| 249,238 | |
Foot Locker, Inc., 4.000%, 10/01/2029(f) | |
| 100,000 | | |
| 78,050 | |
Gap, Inc., 3.625%, 10/01/2029(f) | |
| 345,000 | | |
| 243,822 | |
Group 1 Automotive, Inc., 4.000%, 08/15/2028(f) | |
| 320,000 | | |
| 271,395 | |
Murphy Oil USA, Inc., 3.750%, 02/15/2031(f) | |
| 460,000 | | |
| 379,417 | |
See
Notes to Financial Statements.
46 |
www.blackstone-credit.com |
Blackstone
Long-Short Credit Income Fund |
Portfolio
of Investments |
December
31, 2022
| |
Principal
Amount | | |
Value | |
Specialty Retail (continued) | |
| | | |
| | |
Sonic Automotive, Inc., 4.875%, 11/15/2031(f) | |
$ | 220,000 | | |
$ | 173,253 | |
| |
| | | |
| 1,718,472 | |
| |
| | | |
| | |
Technology Hardware, Storage & Peripherals - 0.32% | |
| | | |
| | |
Pitney Bowes, Inc., 6.875%, 03/15/2027(f) | |
| 120,000 | | |
| 102,757 | |
Xerox Holdings Corp., 5.500%, 08/15/2028(f) | |
| 515,000 | | |
| 412,980 | |
| |
| | | |
| 515,737 | |
| |
| | | |
| | |
Textiles, Apparel & Luxury Goods - 0.07% | |
| | | |
| | |
Crocs, Inc., 4.250%, 03/15/2029(f) | |
| 140,000 | | |
| 118,773 | |
| |
| | | |
| | |
Thrifts & Mortgage Finance - 0.99% | |
| | | |
| | |
MGIC Investment Corp., 5.250%, 08/15/2028 | |
| 360,000 | | |
| 332,556 | |
Nationstar Mortgage Holdings, Inc.: | |
| | | |
| | |
5.125%, 12/15/2030(f) | |
| 639,000 | | |
| 494,383 | |
5.750%, 11/15/2031(f) | |
| 100,000 | | |
| 77,880 | |
PennyMac Financial Services, Inc.: | |
| | | |
| | |
5.375%, 10/15/2025(f) | |
| 192,000 | | |
| 173,371 | |
4.250%, 02/15/2029(f) | |
| 350,000 | | |
| 273,483 | |
5.750%, 09/15/2031(f) | |
| 170,000 | | |
| 135,062 | |
PHH Mortgage Corp., 7.875%, 03/15/2026(f) | |
| 110,000 | | |
| 97,854 | |
| |
| | | |
| 1,584,589 | |
| |
| | | |
| | |
TOTAL CORPORATE BONDS | |
| | | |
| | |
(Cost $53,284,431) | |
| | | |
| 50,728,419 | |
| |
Shares | | |
Value | |
COMMON STOCK - 0.72% | |
| | | |
| | |
Health Care Equipment & Supplies - 0.72% | |
| | | |
| | |
Carestream Health
Holdings Inc(g) | |
| 76,071 | | |
| 1,141,065 | |
| |
| | | |
| | |
TOTAL COMMON STOCK | |
| | | |
| | |
(Cost $1,440,785) | |
| | | |
| 1,141,065 | |
| |
| | | |
| | |
Total Investments- 163.66% | |
| | | |
| | |
(Cost $280,918,481) | |
| | | |
| 261,089,723 | |
| |
| | | |
| | |
Other Assets in Excess of Liabilities - 0.86% | |
| | | |
| 1,365,843 | |
| |
| | | |
| | |
Mandatory Redeemable Preferred Shares - (12.62)% | |
| | | |
| | |
(liquidation preference plus distributions payable on term preferred shares) | |
| | | |
| (20,124,814 | ) |
| |
| | | |
| | |
Leverage Facility - (51.90)% | |
| | | |
| (82,800,000 | ) |
| |
| | | |
| | |
Net Assets - 100.00% | |
| | | |
$ | 159,530,752 | |
Amounts
above are shown as a percentage of net assets as of December 31, 2022.
Investment
Abbreviations:
LIBOR
- London Interbank Offered Rate
SOFR
- Secured Overnight Financing Rate
See
Notes to Financial Statements.
Annual
Report | December 31, 2022 |
47 |
Blackstone
Long-Short Credit Income Fund |
Portfolio
of Investments |
December
31, 2022
Reference
Rates:
1M
US L - 1 Month LIBOR as of December 31, 2022 was 4.39%
3M
US L - 3 Month LIBOR as of December 31, 2022 was 4.77%
6M
US L - 6 Month LIBOR as of December 31, 2022 was 5.14%
1M
US SOFR- 1 Month SOFR as of December 31, 2022 was 4.06%
3M
US SOFR - 3 Month SOFR as of December 31, 2022 was 3.62%
| (a) | Floating
or variable rate security. The reference rate is described above. The rate in effect
as of December 31, 2022 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) | Security
is in default as of period end and is therefore non-income producing. |
| (e) | A
portion of this position was not funded as of December 31, 2022. The Portfolio of Investments
records only the funded portion of each position. As of December 31, 2022, the Fund has
unfunded delayed draw loans in the amount of $277,866. Fair value of these unfunded delayed
draws was $251,635. |
| (f) | Security
exempt from registration under Rule 144A of the Securities Act of 1933. Total market
value of Rule 144A securities amounts to $53,042,402, which represented approximately
33.25% of net assets as of December 31, 2022. 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.
48 |
www.blackstone-credit.com |
Blackstone
Strategic Credit Fund |
Portfolio
of Investments |
| |
Principal
Amount | | |
Value | |
FLOATING RATE LOAN INTERESTS(a) - 122.55% | |
| | | |
| | |
Aerospace & Defense - 4.72% | |
| | | |
| | |
Amentum Government Services Holdings LLC, First Lien Term Loan, 6M US L + 4.00%, 02/15/2029 | |
$ | 2,870,357 | | |
$ | 2,803,980 | |
Atlas CC Acquisition Corp., First Lien B Term Loan, 3M US L + 4.25%, 0.75% Floor, 05/25/2028 | |
| 6,389,877 | | |
| 5,410,852 | |
Atlas CC Acquisition Corp., First Lien C Term Loan, 3M US L + 4.25%, 0.75% Floor, 05/25/2028 | |
| 1,299,636 | | |
| 1,100,512 | |
Nordam Group LLC, First Lien Initial Term Loan, 1M US L + 5.50%, 04/09/2026 | |
| 4,620,000 | | |
| 3,638,250 | |
Peraton Corp., First Lien B Term Loan, 1M US L + 3.75%, 0.75% Floor, 02/01/2028 | |
| 7,297,097 | | |
| 7,139,006 | |
TransDigm Inc., TLH, First Lien Term Loan, 3M US L + 2.25%, 02/22/2027 | |
| 293,580 | | |
| 292,939 | |
TransDigm, Inc., First Lien Tranche F Refinancing Term Loan, 3M US L + 2.25%, 12/09/2025 | |
| 3,341,388 | | |
| 3,307,139 | |
Vertex Aerospace Corp., First Lien Term Loan, 1M US L + 3.50%, 12/06/2028 | |
| 1,786,500 | | |
| 1,757,755 | |
| |
| | | |
| 25,450,433 | |
| |
| | | |
| | |
Air Freight & Logistics - 0.56% | |
| | | |
| | |
WWEX UNI TopCo Holdings LLC, First Lien Initial Term Loan, 3M US L + 4.00%, 0.75% Floor, 07/26/2028 | |
| 3,260,355 | | |
| 2,994,326 | |
| |
| | | |
| | |
Airlines - 2.85% | |
| | | |
| | |
Air Canada, First Lien B Term Loan, 3M US L + 3.50%, 0.75% Floor, 08/11/2028 | |
| 4,000,000 | | |
| 3,965,620 | |
American Airlines, Inc., First Lien 2018 Replacement Term Loan, 1M US L + 1.75%, 06/27/2025 | |
| 2,233,474 | | |
| 2,152,867 | |
American Airlines, Inc., First Lien 2020 Term Loan, 3M US L + 1.75%, 01/29/2027 | |
| 1,775,008 | | |
| 1,689,426 | |
Brown Group Holding LLC, First Lien Term Loan, 1M US L + 2.50%, 0.50% Floor, 06/07/2028 | |
| 3,440,669 | | |
| 3,383,812 | |
KKR Apple Bidco LLC, Second Lien Initial Term Loan, 1M US L + 5.75%, 0.50% Floor, 09/21/2029 | |
| 510,286 | | |
| 494,977 | |
United AirLines, Inc., First Lien Class B Term Loan, 3M US L + 3.75%, 0.75% Floor, 04/21/2028 | |
| 3,705,730 | | |
| 3,669,451 | |
| |
| | | |
| 15,356,153 | |
| |
| | | |
| | |
Auto Components - 1.24% | |
| | | |
| | |
Burgess Point Purchaser Corp., First Lien Term Loan, 3M US L + 5.25%, 07/25/2029 | |
| 4,324,000 | | |
| 3,945,650 | |
Wheel Pros, Inc., First Lien Initial Term Loan, 3M US L + 4.50%, 0.75% Floor, 05/11/2028 | |
| 3,981,041 | | |
| 2,721,559 | |
| |
| | | |
| 6,667,209 | |
| |
| | | |
| | |
Beverages - 1.22% | |
| | | |
| | |
Triton Water Holdings, Inc., First Lien Initial Term Loan, 3M US L + 3.50%, 0.50% Floor, 03/31/2028 | |
| 7,047,287 | | |
| 6,577,761 | |
| |
| | | |
| | |
Biotechnology - 0.75% | |
| | | |
| | |
Grifols Worldwide Operations, TLB, First Lien Term Loan, 3M US L + 2.00%, 11/08/2027 | |
| 4,188,961 | | |
| 4,059,815 | |
| |
| | | |
| | |
Building Products - 3.68% | |
| | | |
| | |
Arc Falcon I, Inc., First Lien Initial Term Loan, 1M US L + 3.75%, 09/30/2028 | |
| 165,614 | | |
| 146,279 | |
Chariot Buyer LLC, First Lien Term Loan: | |
| | | |
| | |
1M US L + 3.25%, 0.50% Floor, 11/03/2028 | |
| 3,316,280 | | |
| 3,133,884 | |
3M US L + 7.51%, 0.50% Floor, 10/31/2029 | |
| 3,846,853 | | |
| 3,834,832 | |
Cornerstone Building Brands, Inc., First Lien Tranche B Term Loan, 1M US L + 3.25%, 0.50% Floor, 04/12/2028 | |
| 2,072,213 | | |
| 1,869,064 | |
CP Atlas Buyer, Inc., First Lien B Term Loan, 1M US L + 3.50%, 0.50% Floor, 11/23/2027 | |
| 4,963,118 | | |
| 4,365,608 | |
Kodiak Building Partners Inc. TLB, First Lien Term Loan, 3M US L + 3.25%, 0.75% Floor, 02/25/2028 | |
| 6,905,040 | | |
| 6,499,369 | |
| |
| | | |
| 19,849,036 | |
See
Notes to Financial Statements. |
|
Annual
Report | December 31, 2022 |
49 |
Blackstone
Strategic Credit Fund |
Portfolio
of Investments |
| |
Principal
Amount | | |
Value | |
Capital Markets - 0.94% | |
| | |
| |
Edelman Financial Center LLC, Second Lien Initial Term Loan, 1M US L + 6.75%, 07/20/2026 | |
$ | 1,846,154 | | |
$ | 1,669,283 | |
Focus Financial Partners LLC, First Lien Term Loan, 3M US L + 2.50%, 0.50% Floor, 06/30/2028 | |
| 3,441,266 | | |
| 3,383,194 | |
| |
| | | |
| 5,052,477 | |
| |
| | | |
| | |
Chemicals - 4.02% | |
| | | |
| | |
CPC Acquisition Corp., First Lien Initial Term Loan, 3M US L + 3.75%, 0.75% Floor, 12/29/2027 | |
| 2,525,271 | | |
| 1,845,974 | |
Eco Services Operations Corp., First Lien Term Loan, 3M US L + 2.50%, 0.50% Floor, 06/09/2028 | |
| 3,250,000 | | |
| 3,207,344 | |
Geon Performance Solutions LLC, First Lien Term Loan, 3M US L + 4.50%, 0.75% Floor, 08/18/2028 | |
| 3,059,953 | | |
| 2,983,454 | |
Hyperion Materials & Technologies, Inc., First Lien Initial Term Loan, 3M US L + 4.50%, 0.50% Floor, 08/30/2028 | |
| 2,197,232 | | |
| 2,139,565 | |
Messer Industries Llc Tl, First Lien Term Loan, 3M US L + 2.50%, 03/02/2026 | |
| 3,052,227 | | |
| 3,030,770 | |
Nouryon USA LLC, First Lien Initial Dollar Term Loan, 3M US L + 2.75%, 10/01/2025 | |
| 1,497,424 | | |
| 1,479,829 | |
Vantage Specialty Chemicals, Inc., First Lien Closing Date Term Loan, 3M US L + 3.50%, 1.00% Floor, 10/28/2024 | |
| 3,351,204 | | |
| 3,280,410 | |
Vantage Specialty Chemicals, Inc., First Lien Term Loan, 3M US L + 3.50%, 10/28/2024 | |
| 1,865,900 | | |
| 1,826,483 | |
Vantage Specialty Chemicals, Inc., Second Lien Initial Term Loan, 3M US L + 8.25%, 1.00% Floor, 10/27/2025 | |
| 1,995,334 | | |
| 1,854,413 | |
| |
| | | |
| 21,648,242 | |
| |
| | | |
| | |
Commercial Services & Supplies - 5.72% | |
| | | |
| | |
Access CIG LLC, Second Lien Initial Term Loan, 1M US L + 7.75%, 02/27/2026(b) | |
| 3,143,115 | | |
| 2,797,372 | |
Allied Universal Holdco LLC, First Lien Initial U.S. Dollar Term Loan, 1M US L + 3.75%, 0.50% Floor, 05/12/2028 | |
| 6,062,642 | | |
| 5,771,666 | |
Covanta 11/21 TLB, First Lien Term Loan, 3M US L + 2.50%, 11/30/2028 | |
| 4,831,853 | | |
| 4,803,393 | |
Covanta 11/21 TLC, First Lien Term Loan, 3M US L + 2.50%, 11/30/2028 | |
| 364,672 | | |
| 362,524 | |
DG Investment Intermediate Holdings 2, Inc., Second Lien Initial Term Loan, 1M US L + 6.75%, 0.75% Floor, 03/30/2029 | |
| 1,885,714 | | |
| 1,675,137 | |
Garda World Security Corp., First Lien B-2 Term Loan, 3M US L + 4.25%, 10/30/2026 | |
| 3,500,936 | | |
| 3,415,163 | |
Output Services Group, Inc. TLA 1L, First Lien Term Loan, 3M US SOFR + 5.25%, 1.50% PIK, 06/29/2026(c) | |
| 1,699,078 | | |
| 1,157,497 | |
Revspring, Inc., First Lien Initial Term Loan, 3M US L + 4.00%, 10/11/2025 | |
| 3,456,000 | | |
| 3,343,680 | |
TRC Companies, First Lien Term Loan, 1M US L + 3.75%, 12/08/2028 | |
| 1,702,530 | | |
| 1,632,726 | |
TRC Companies, Second Lien Term Loan, 1M US L + 6.75%, 12/07/2029(b) | |
| 2,088,000 | | |
| 1,941,840 | |
United Site Cov-Lite, First Lien Term Loan, 1M US L + 4.25%, 12/15/2028 | |
| 3,178,510 | | |
| 2,662,225 | |
Vaco Holdings, LLC, First Lien Term Loan, 3M US L + 5.00%, 01/21/2029 | |
| 992,829 | | |
| 960,974 | |
Wand NewCo 3, Inc., First Lien Tranche B-1 Term Loan, 1M US L + 3.00%, 02/05/2026 | |
| 284,330 | | |
| 270,366 | |
| |
| | | |
| 30,794,563 | |
| |
| | | |
| | |
Communications Equipment - 0.15% | |
| | | |
| | |
MLN US HoldCo LLC, First Lien B Term Loan, 3M US L + 4.50%, 11/30/2025 | |
| 2,330,432 | | |
| 821,477 | |
| |
| | | |
| | |
Construction & Engineering - 1.31% | |
| | | |
| | |
Aegion Corp., First Lien Initial Term Loan, 1M US L + 4.75%, 0.75% Floor, 05/17/2028 | |
| 4,555,051 | | |
| 4,268,447 | |
Brookfield WEC Holdings, Inc., First Lien Initial (2021) Term Loan, 1M US L + 2.75%, 0.50% Floor, 08/01/2025 | |
| 2,188,331 | | |
| 2,160,867 | |
Tutor Perini Corp., First Lien B Term Loan, 1M US L + 4.75%, 1.00% Floor, 08/18/2027 | |
| 662,793 | | |
| 625,511 | |
| |
| | | |
| 7,054,825 | |
See
Notes to Financial Statements. |
|
50 |
www.blackstone-credit.com |
Blackstone
Strategic Credit Fund |
Portfolio
of Investments |
| |
Principal
Amount | | |
Value | |
Construction Materials - 0.82% | |
| | |
| |
White Cap Buyer LLC, First Lien Initial Closing Date Term Loan, 1M US L + 3.75%, 0.50% Floor, 10/19/2027 | |
$ | 4,545,919 | | |
$ | 4,403,859 | |
| |
| | | |
| | |
Containers & Packaging - 0.64% | |
| | | |
| | |
Berry Global, Inc., First Lien Term Loan, 1M US L + 1.75%, 07/01/2026 | |
| 867,211 | | |
| 861,890 | |
LABL, Inc., First Lien Term Loan, 1M US L + 5.00%, 10/29/2028 | |
| 1,658,893 | | |
| 1,579,059 | |
Strategic Materials Holding Corp., Second Lien Initial Term Loan, 3M US L + 7.75%, 1.00% Floor, 10/31/2025 | |
| 2,666,667 | | |
| 866,667 | |
Tekni-Plex, Inc., First Lien Delayed Draw Tem Term Loan, 3M US L + 4.00%, 0.50% Floor, 09/15/2028 | |
| 15,890 | | |
| 15,297 | |
Tekni-Plex, Inc., First Lien Tranche B-3 Initial Term Loan, 3M US L + 4.00%, 0.50% Floor, 09/15/2028 | |
| 111,542 | | |
| 107,379 | |
| |
| | | |
| 3,430,292 | |
| |
| | | |
| | |
Distributors - 1.08% | |
| | | |
| | |
LBM Acquisition LLC, First Lien Initial Term Loan, 3M US L + 3.75%, 0.75% Floor, 12/17/2027 | |
| 6,671,258 | | |
| 5,813,400 | |
| |
| | | |
| | |
Diversified Consumer Services - 5.20% | |
| | | |
| | |
Element Materials Technology Group Holdings DTL, First Lien Term Loan, 3M US L + 4.25%, 06/22/2029 | |
| 242,430 | | |
| 237,481 | |
Element Materials Technology Group Holdings TL, First Lien Term Loan, 3M US L + 4.25%, 06/22/2029 | |
| 525,265 | | |
| 514,542 | |
Learning Care Group No. 2, Inc., First Lien Initial Term Loan, 3M US L + 3.25%, 1.00% Floor, 03/13/2025 | |
| 3,283,113 | | |
| 3,062,734 | |
Loyalty Ventures, Inc., First Lien Term Loan, 3M US L + 4.50%, 11/03/2027 | |
| 1,435,323 | | |
| 600,144 | |
McKissock Investment Holdings, LLC, First Lien Term Loan, 3M US L + 5.00%, 03/12/2029 | |
| 2,916,233 | | |
| 2,729,419 | |
Pre Paid Legal Services, Inc., First Lien Term Loan, 1M US L + 3.75%, 12/15/2028 | |
| 4,336,246 | | |
| 4,179,838 | |
Prime Security Services Borrower LLC, First Lien 2021 Refinancing B-1 Term Loan, 3M US L + 2.75%, 0.75% Floor, 09/23/2026 | |
| 4,650,000 | | |
| 4,615,125 | |
Rinchem Company, Inc., First Lien Term Loan, 3M US L + 4.50%, 03/02/2029(b) | |
| 1,504,907 | | |
| 1,425,900 | |
St. George's University Scholastic Services LLC, First Lien Term Loan B Term Loan, 1M US L + 3.25%, 0.50% Floor, 02/10/2029 | |
| 1,233,613 | | |
| 1,202,772 | |
TruGreen LP, First Lien Term Loan, 1M US L + 4.00%, 0.75% Floor, 11/02/2027 | |
| 4,289,059 | | |
| 3,819,964 | |
Weld North Education LLC, First Lien Term Loan, 1M US L + 3.75%, 0.50% Floor, 12/21/2027 | |
| 5,710,545 | | |
| 5,609,183 | |
| |
| | | |
| 27,997,102 | |
| |
| | | |
| | |
Diversified Financial Services - 3.93% | |
| | | |
| | |
Apex Group Treasury, Ltd., First Lien USD Term Loan, 3M US L + 3.75%, 0.50% Floor, 07/27/2028 | |
| 1,950,575 | | |
| 1,867,675 | |
Lereta, LLC, First Lien Term Loan, 1M US L + 5.25%, 07/30/2028 | |
| 1,425,074 | | |
| 1,254,065 | |
Mitchell International, Inc., First Lien Term Loan, 3M US L + 3.75%, 10/15/2028 | |
| 7,835,719 | | |
| 7,244,005 | |
Mitchell International, Inc., Second Lien Term Loan, 3M US L + 6.50%, 10/15/2029 | |
| 1,206,186 | | |
| 1,007,919 | |
Outcomes Group Holdings, Inc., Second Lien Initial Term Loan, 3M US L + 7.50%, 10/26/2026(b) | |
| 443,787 | | |
| 426,036 | |
Polaris Newco LLC, First Lien Dollar Term Loan, 3M US L + 4.00%, 0.50% Floor, 06/02/2028 | |
| 5,550,510 | | |
| 5,078,716 | |
The Citco Group Limited, TLB, First Lien Term Loan, 3M US SOFR + 3.50%, 04/27/2028 | |
| 4,333,333 | | |
| 4,311,667 | |
| |
| | | |
| 21,190,083 | |
| |
| | | |
| | |
Diversified Telecommunication Services - 4.09% | |
| | | |
| | |
Level 3 Financing, Inc., First Lien Term Loan, 1M US L + 1.75%, 03/01/2027 | |
| 9,011,382 | | |
| 8,658,181 | |
Telenet Financing USD LLC, First Lien Term Loan, 1M US L + 2.00%, 04/30/2028 | |
| 7,532,292 | | |
| 7,349,634 | |
Telesat Canada, First Lien B-5 Term Loan, 3M US L + 2.75%, 12/07/2026 | |
| 3,881,421 | | |
| 1,831,196 | |
Zacapa S.A.R.L., First Lien Term Loan, 3M US L + 4.25%, 03/22/2029 | |
| 4,382,505 | | |
| 4,223,180 | |
| |
| | | |
| 22,062,191 | |
See
Notes to Financial Statements. |
|
Annual
Report | December 31, 2022 |
51 |
Blackstone
Strategic Credit Fund |
Portfolio
of Investments |
| |
Principal
Amount | | |
Value | |
Electric Utilities - 0.59% | |
| | |
| |
MIRION TECHNOLOGIES, INC., TLB, First Lien Term Loan, 3M US L + 2.75%, 10/20/2028 | |
$ | 3,241,814 | | |
$ | 3,189,718 | |
| |
| | | |
| | |
Electrical Equipment - 0.00% | |
| | | |
| | |
Madison IAQ LLC, First Lien Initial Term Loan, 3M US L + 3.25%, 0.50% Floor, 06/21/2028 | |
| 12,190 | | |
| 11,372 | |
| |
| | | |
| | |
Electronic Equipment, Instruments & Components - 1.83% | |
| | | |
| | |
Ingram Micro, Inc., First Lien Initial Term Loan, 3M US L + 3.50%, 0.50% Floor, 06/30/2028 | |
| 3,989,873 | | |
| 3,940,000 | |
LTI Holdings, Inc., First Lien Initial Term Loan, 1M US L + 3.50%, 09/06/2025 | |
| 3,893,439 | | |
| 3,736,475 | |
LTI Holdings, Inc., First Lien Term Loan, 3M US L + 4.50%, 07/24/2026 | |
| 1,232,204 | | |
| 1,182,916 | |
LTI Holdings, Inc., Second Lien Initial Term Loan, 1M US L + 6.75%, 09/06/2026 | |
| 1,276,596 | | |
| 1,021,276 | |
| |
| | | |
| 9,880,667 | |
| |
| | | |
| | |
Energy Equipment & Services - 0.35% | |
| | | |
| | |
EnergySolutions LLC, First Lien Initial Term Loan, 3M US L + 3.75%, 1.00% Floor, 05/09/2025 | |
| 1,988,208 | | |
| 1,857,732 | |
| |
| | | |
| | |
Entertainment - 2.09% | |
| | | |
| | |
AMC Entertainment Holdings, Inc., First Lien B-1 Term Loan, 1M US L + 3.00%, 04/22/2026 | |
| 7,325,130 | | |
| 4,005,161 | |
Amplify Finco Pty, Ltd., First Lien U.S. Dollar Term Loan, 3M US L + 4.25%, 0.75% Floor, 11/26/2026 | |
| 3,993,677 | | |
| 3,850,584 | |
CE Intermediate I LLC, First Lien Term Loan, 3M US L + 4.00%, 0.50% Floor, 11/10/2028(b) | |
| 2,531,902 | | |
| 2,417,966 | |
Crown Finance US, Inc., First Lien Initial Dollar Tranche Term Loan, 3M US L + 4.50%, 1.00% Floor, 02/28/2025(d) | |
| 4,529,328 | | |
| 855,998 | |
Crown Finance US, Inc., First Lien Second Amendment Dollar Tranche Term Loan, 3M US L + 2.75%, 09/30/2026(d) | |
| 714,037 | | |
| 132,200 | |
| |
| | | |
| 11,261,909 | |
| |
| | | |
| | |
Food Products - 1.70% | |
| | | |
| | |
Froneri International, Ltd., First Lien Facility B2 Term Loan, 1M US L + 2.25%, 01/29/2027 | |
| 7,627,182 | | |
| 7,437,570 | |
Snacking Investments BidCo Pty, Ltd., First Lien Initial US Term Loan, 1M US L + 4.00%, 1.00% Floor, 12/18/2026 | |
| 1,778,931 | | |
| 1,738,905 | |
| |
| | | |
| 9,176,475 | |
| |
| | | |
| | |
Health Care Equipment & Supplies - 3.66% | |
| | | |
| | |
Auris Luxembourg III SARL, First Lien Facility B2 Term Loan, 6M US L + 3.75%, 02/27/2026 | |
| 5,887,955 | | |
| 5,284,440 | |
Carestream Health, Inc. TL 1L, First Lien Term Loan, 3M US L + 7.50%, 09/30/2027(b) | |
| 374,830 | | |
| 286,745 | |
Femur Buyer, Inc., First Lien Initial Term Loan, 3M US L + 4.50%, 03/05/2026 | |
| 977,441 | | |
| 843,653 | |
Tecostar Holdings, Inc., First Lien 2017 Term Loan, 3M US L + 3.50%, 1.00% Floor, 05/01/2024 | |
| 5,250,266 | | |
| 4,414,923 | |
Viant Medical Holdings, Inc., First Lien Initial Term Loan, 1M US L + 3.75%, 07/02/2025 | |
| 1,164,146 | | |
| 1,031,969 | |
YI LLC, First Lien Initial Term Loan, 1M US L + 4.00%, 1.00% Floor, 11/07/2024 | |
| 3,853,121 | | |
| 3,727,895 | |
Zest Acquisition Corp., Second Lien Initial Term Loan, 1M US L + 7.00%, 1.00% Floor, 03/13/2026 | |
| 4,357,143 | | |
| 4,117,500 | |
| |
| | | |
| 19,707,125 | |
Health Care Providers & Services - 11.89% | |
| | | |
| | |
Covenant Surgical Partners, Inc., First Lien Delayed Draw Term Loan, 3M US L + 4.00%, 07/01/2026 | |
| 800,935 | | |
| 678,792 | |
Covenant Surgical Partners, Inc., First Lien Initial Term Loan, 3M US L + 4.00%, 07/01/2026 | |
| 3,874,406 | | |
| 3,283,559 | |
DaVita, Inc., First Lien B Term Loan, 1M US L + 1.75%, 08/12/2026 | |
| 3,329,412 | | |
| 3,251,187 | |
Envision Healthcare Corp., First Lien Term Loan: | |
| | | |
| | |
3M US L + 4.25%, 03/31/2027 | |
| 3,948,986 | | |
| 1,382,145 | |
3M US L + 7.88%, 03/31/2027 | |
| 609,233 | | |
| 545,644 | |
Genesis Care Finance Pty, Ltd., First Lien Facility B5 Term Loan, 3M US L + 5.00%, 1.00% Floor, 05/14/2027 | |
| 5,724,101 | | |
| 2,092,874 | |
See
Notes to Financial Statements. |
|
52 |
www.blackstone-credit.com |
Blackstone
Strategic Credit Fund |
Portfolio
of Investments |
| |
Principal
Amount | | |
Value | |
Health Care Providers & Services (continued) | |
| | | |
| | |
Global Medical Response, Inc., First Lien 2018 New Term Loan, 1M US L + 4.25%, 1.00% Floor, 03/14/2025 | |
$ | 5,511,784 | | |
$ | 3,938,638 | |
Global Medical Response, Inc., First Lien 2020 Refinancing Term Loan, 1M US L + 4.25%, 1.00% Floor, 10/02/2025 | |
| 914,738 | | |
| 646,610 | |
Heartland Dental Care, Inc., First Lien Term Loan, 1M US L + 5.00%, 04/30/2025(b) | |
| 2,832,986 | | |
| 2,677,172 | |
Heartland Dental LLC, First Lien 2021 Incremental Term Loan, 1M US L + 4.00%, 04/30/2025 | |
| 3,431,613 | | |
| 3,197,405 | |
Iaa Spinco Inc. Tlb, First Lien Term Loan, 3M US L + 3.25%, 12/22/2028 | |
| 9,621,417 | | |
| 9,613,527 | |
LifePoint Health, Inc., First Lien B Term Loan, 3M US L + 3.75%, 11/16/2025 | |
| 4,328,127 | | |
| 4,090,621 | |
Loire UK Midco 3, Ltd., First Lien Facility B2 Term Loan, 1M US L + 3.50%, 0.75% Floor, 04/21/2027 | |
| 2,948,514 | | |
| 2,771,603 | |
Medical Solutions LLC, First Lien Term Loan, 1M US L + 3.50%, 11/01/2028 | |
| 106,547 | | |
| 100,099 | |
NAPA Management Services Corp., First Lien Term Loan, 3M US L + 5.25%, 0.75% Floor, 02/23/2029 | |
| 2,712,223 | | |
| 2,233,353 | |
National Mentor Holdings, Inc., TL, First Lien Term Loan, 3M US L + 3.75%, 02/18/2028 | |
| 6,877,337 | | |
| 4,844,705 | |
National Mentor Holdings, Inc., TLC, First Lien Term Loan, 3M US L + 3.75%, 02/18/2028 | |
| 195,103 | | |
| 137,439 | |
Onex TSG Intermediate Corp., First Lien Initial Term Loan, 3M US L + 4.75%, 0.75% Floor, 02/28/2028 | |
| 4,404,968 | | |
| 3,945,684 | |
Pathway Vet Alliance LLC, First Lien 2021 Replacement Term Loan, 1M US L + 3.75%, 03/31/2027 | |
| 4,469,952 | | |
| 3,747,295 | |
Pediatric Associates Holding Co. LLC, First Lien Term Loan: | |
| | | |
| | |
1M US L + 3.25%, 0.50% Floor, 12/29/2028 | |
| 10,316 | | |
| 9,822 | |
3M US L + 1.88%, 12/29/2028(e) | |
| 784 | | |
| 746 | |
PetVet Care Centers LLC, First Lien 2021 Replacement Term Loan, 1M US L + 3.50%, 0.75% Floor, 02/14/2025 | |
| 4,887,984 | | |
| 4,608,880 | |
PetVet Care Centers LLC, Second Lien Initial Term Loan, 1M US L + 6.25%, 02/13/2026 | |
| 3,290,000 | | |
| 3,039,138 | |
Radiology Partners, Inc., First Lien Term Loan, 1M US L + 4.25%, 07/09/2025 | |
| 2,849,358 | | |
| 2,405,043 | |
Team Health Holdings, Inc., First Lien Initial Term Loan, 1M US L + 2.75%, 1.00% Floor, 02/06/2024 | |
| 942,287 | | |
| 810,367 | |
| |
| | | |
| 64,052,348 | |
| |
| | | |
| | |
Health Care Technology - 1.76% | |
| | | |
| | |
AthenaHealth Group, Inc., First Lien Term Loan, 1M US L + 5.80%, 02/15/2029 | |
| 5,180,048 | | |
| 4,689,808 | |
Project Ruby Ultimate Parent Corp., First Lien Closing Date Term Loan, 1M US L + 3.25%, 0.75% Floor, 03/10/2028 | |
| 2,337,625 | | |
| 2,215,519 | |
Verscend Holding Corp., First Lien B-1 Term Loan, 1M US L + 4.00%, 08/27/2025 | |
| 2,583,445 | | |
| 2,572,142 | |
| |
| | | |
| 9,477,469 | |
| |
| | | |
| | |
Hotels, Restaurants & Leisure - 3.35% | |
| | | |
| | |
Aramark Intermediate HoldCo Corp., First Lien U.S. B-4 Term Loan, 1M US L + 1.75%, 01/15/2027 | |
| 1,500,000 | | |
| 1,479,187 | |
Aramark Services, Inc., First Lien Term Loan, 1M US L + 2.50%, 04/06/2028 | |
| 3,129,148 | | |
| 3,096,683 | |
Bally's Corp., First Lien Term Loan, 1M US L + 3.25%, 0.50% Floor, 10/01/2028 | |
| 4,651,179 | | |
| 4,316,294 | |
Delta 2 (Lux) Sarl, TLB, First Lien Term Loan, 1M US SOFR + 3.25%, 01/15/2030 | |
| 847,424 | | |
| 848,060 | |
Flutter Financing B.V., First Lien Term Loan, 3M US L + 3.25%, 0.50% Floor, 09/16/2028 | |
| 2,175,348 | | |
| 2,169,007 | |
Tacala Investment Corp., Second Lien Initial Term Loan, 1M US L + 7.50%, 0.75% Floor, 02/04/2028 | |
| 3,949,483 | | |
| 3,599,460 | |
Travel Leaders Group LLC, First Lien 2018 Refinancing Term Loan, 1M US L + 4.00%, 01/25/2024 | |
| 2,749,720 | | |
| 2,528,024 | |
| |
| | | |
| 18,036,715 | |
| |
| | | |
| | |
Independent Power and Renewable Electricity Producers - 1.08% | |
| | | |
| | |
Calpine Corp., First Lien Term Loan, 1M US L + 2.00%, 04/05/2026 | |
| 5,485,788 | | |
| 5,425,801 | |
See
Notes to Financial Statements. |
|
Annual
Report | December 31, 2022 |
53 |
Blackstone
Strategic Credit Fund |
Portfolio
of Investments |
| |
Principal
Amount | | |
Value | |
Independent Power and Renewable Electricity Producers (continued) | |
| | | |
| | |
Eastern Power LLC, First Lien Term Loan, 3M US L + 3.75%, 1.00% Floor, 10/02/2025 | |
$ | 453,221 | | |
$ | 405,601 | |
| |
| | | |
| 5,831,402 | |
Industrial Conglomerates - 2.64% | |
| | | |
| | |
Bettcher Industries, Inc., First Lien Term Loan, 3M US L + 4.00%, 12/14/2028 | |
| 2,462,014 | | |
| 2,320,448 | |
Engineered Machinery Holdings, Inc., First Lien Term Loan, 3M US L + 3.75%, 0.75% Floor, 05/19/2028 | |
| 1,750,711 | | |
| 1,697,918 | |
Justrite Safety Group, First Lien Delayed Draw Term Loan, 1M US L + 4.50%, 06/28/2026 | |
| 222,385 | | |
| 200,564 | |
Justrite Safety Group, First Lien Initial Term Loan, 1M US L + 4.50%, 06/28/2026 | |
| 4,113,737 | | |
| 3,710,076 | |
Redwood Star Merger Sub, Inc., First Lien Term Loan, 1M US L + 4.50%, 04/05/2029 | |
| 2,382,837 | | |
| 2,231,789 | |
Tailwind Smith Cooper Intermediate Corp., First Lien Initial Term Loan, 3M US L + 5.00%, 05/28/2026 | |
| 4,496,465 | | |
| 4,088,973 | |
| |
| | | |
| 14,249,768 | |
| |
| | | |
| | |
Insurance - 1.17% | |
| | | |
| | |
Acrisure LLC, First Lien 2021-1 Additional Term Loan, 1M US L + 3.75%, 02/15/2027 | |
| 972,947 | | |
| 926,732 | |
AmWINS Group, Inc., First Lien Term Loan, 1M US L + 2.25%, 0.75% Floor, 02/19/2028 | |
| 3,450,000 | | |
| 3,393,127 | |
NFP Corp., First Lien Closing Date Term Loan, 1M US L + 3.25%, 02/15/2027 | |
| 2,078,626 | | |
| 1,993,257 | |
| |
| | | |
| 6,313,116 | |
| |
| | | |
| | |
Interactive Media & Services - 2.08% | |
| | | |
| | |
Adevinta ASA, First Lien Facility B2 Term Loan, 3M US L + 2.75%, 0.75% Floor, 06/26/2028 | |
| 1,595,949 | | |
| 1,582,384 | |
Cengage Learning, Inc., First Lien Term Loan B Term Loan, 3M US L + 4.75%, 07/14/2026 | |
| 2,331,829 | | |
| 2,102,657 | |
MH Sub I LLC, Second Lien 2021 Replacement Term Loan, 3M US L + 6.25%, 02/23/2029 | |
| 2,180,856 | | |
| 1,953,229 | |
Momentive, Inc., First Lien Term Loan, 1M US L + 3.75%, 10/10/2025 | |
| 5,757,648 | | |
| 5,584,919 | |
| |
| | | |
| 11,223,189 | |
| |
| | | |
| | |
IT Services - 2.75% | |
| | | |
| | |
DCert Buyer, Inc., Second Lien First Amendment Refinancing Term Loan, 3M US L + 7.00%, 02/19/2029 | |
| 4,963,456 | | |
| 4,551,489 | |
Endurance International Group Holdings, Inc., First Lien Initial Term Loan, 1M US L + 3.50%, 0.75% Floor, 02/10/2028 | |
| 5,055,096 | | |
| 4,562,224 | |
Park Place Technologies LLC, First Lien Closing Date Term Loan, 1M US L + 5.00%, 1.00% Floor, 11/10/2027 | |
| 2,554,180 | | |
| 2,415,297 | |
Sabre GLBL, Inc., First Lien 2021 Other B-1 Term Loan, 1M US L + 3.50%, 0.50% Floor, 12/17/2027 | |
| 1,389,264 | | |
| 1,269,440 | |
Sabre GLBL, Inc., First Lien 2021 Other B-2 Term Loan, 1M US L + 3.50%, 0.50% Floor, 12/17/2027 | |
| 2,213,594 | | |
| 2,022,671 | |
| |
| | | |
| 14,821,121 | |
| |
| | | |
| | |
Leisure Products - 0.67% | |
| | | |
| | |
Recess Holdings, Inc., First Lien Initial Term Loan, 3M US L + 3.75%, 1.00% Floor, 09/30/2024 | |
| 3,602,474 | | |
| 3,588,983 | |
| |
| | | |
| | |
Life Sciences Tools & Services - 1.94% | |
| | | |
| | |
Catalent Pharma Solutions, Inc., First Lien Term Loan, 1M US L + 2.00%, 0.50% Floor, 02/22/2028 | |
| 4,000,000 | | |
| 3,945,640 | |
Curia Global, Inc., First Lien 2021 Term Loan, 3M US L + 3.75%, 0.75% Floor, 08/30/2026 | |
| 6,096,551 | | |
| 5,050,626 | |
Maravai Intermediate Holdings LLC, First Lien Term Loan, 1M US L + 3.25%, 0.50% Floor, 10/19/2027 | |
| 1,496,222 | | |
| 1,470,973 | |
| |
| | | |
| 10,467,239 | |
| |
| | | |
| | |
Machinery - 1.39% | |
| | | |
| | |
PRO MACH Group, Inc., First Lien Closing Date Initial Term Loan, 1M US L + 4.00%, 1.00% Floor, 08/31/2028 | |
| 5,740,927 | | |
| 5,596,687 | |
See
Notes to Financial Statements. |
|
54 |
www.blackstone-credit.com |
Blackstone
Strategic Credit Fund |
Portfolio
of Investments |
| |
Principal
Amount | | |
Value | |
Machinery (continued) | |
| | |
| |
Titan Acquisition, Ltd., First Lien Initial Term Loan, 3M US L + 3.00%, 03/28/2025 | |
$ | 1,994,764 | | |
$ | 1,868,685 | |
| |
| | | |
| 7,465,372 | |
| |
| | | |
| | |
Media - 8.32% | |
| | | |
| | |
Champ Acquisition Corp., First Lien Initial Term Loan, 3M US L + 5.50%, 12/19/2025 | |
| 3,720,223 | | |
| 3,692,322 | |
Charter Communications Operating LLC, First Lien Term Loan, 1M US L + 1.75%, 02/01/2027 | |
| 3,441,108 | | |
| 3,365,404 | |
Clear Channel Outdoor Holdings, Inc., First Lien B Term Loan, 3M US L + 3.50%, 08/21/2026 | |
| 3,612,660 | | |
| 3,298,810 | |
Cogeco Communications USA II LP, First Lien Term Loan, 1M US L + 2.00%, 01/03/2025 | |
| 4,503,477 | | |
| 4,453,444 | |
Radiate Holdco, LLC,, First Lien Term Loan, 1M US L + 3.25%, 09/25/2026 | |
| 3,989,924 | | |
| 3,259,489 | |
Univision Communications, Inc., First Lien Term Loan: | |
| | | |
| | |
1M US L + 3.25%, 0.75% Floor, 03/24/2026 | |
| 5,301,542 | | |
| 5,228,646 | |
3M US L + 4.25%, 06/24/2029 | |
| 637,705 | | |
| 631,647 | |
UPC Financing Partnership, First Lien Facility AT Term Loan, 1M US L + 2.25%, 04/30/2028 | |
| 7,294,177 | | |
| 7,134,616 | |
Virgin Media Bristol LLC, First Lien Term Loan: | |
| | | |
| | |
1M US L + 2.50%, 01/31/2028 | |
| 5,347,933 | | |
| 5,268,195 | |
1M US L + 3.25%, 01/31/2029 | |
| 1,500,000 | | |
| 1,489,125 | |
Ziggo Financing Partnership, First Lien I Facility Term Loan, 1M US L + 2.50%, 04/30/2028 | |
| 7,180,820 | | |
| 7,018,712 | |
| |
| | | |
| 44,840,410 | |
| |
| | | |
| | |
Mortgage Real Estate Investment Trusts (REITs) - 0.35% | |
| | | |
| | |
Blackstone Mortgage Trust, Inc., First Lien Term Loan: | |
| | | |
| | |
1M US L + 2.25%, 04/23/2026 | |
| 957,526 | | |
| 936,580 | |
1M US L + 2.75%, 0.50% Floor, 04/23/2026 | |
| 957,563 | | |
| 940,806 | |
| |
| | | |
| 1,877,386 | |
| |
| | | |
| | |
Oil, Gas & Consumable Fuels - 1.20% | |
| | | |
| | |
Buckeye Partners LP, First Lien Term Loan, 1M US L + 2.25%, 11/01/2026 | |
| 3,491,094 | | |
| 3,476,013 | |
Freeport LNG, First Lien Term Loan, 3M US L + 3.50%, 12/21/2028 | |
| 3,163,867 | | |
| 3,015,782 | |
| |
| | | |
| 6,491,795 | |
| |
| | | |
| | |
Pharmaceuticals - 0.80% | |
| | | |
| | |
Elanco Animal Health, Inc., First Lien B Term Loan, 1M US L + 1.75%, 08/01/2027 | |
| 1,476,904 | | |
| 1,421,284 | |
Padagis LLC, First Lien Initial Term Loan, 3M US L + 4.75%, 0.50% Floor, 07/06/2028 | |
| 3,261,635 | | |
| 2,908,302 | |
| |
| | | |
| 4,329,586 | |
| |
| | | |
| | |
Professional Services - 7.91% | |
| | | |
| | |
AG Group Holdings, Inc., First Lien Term Loan, 3M US L + 4.25%, 12/29/2028(b) | |
| 1,634,365 | | |
| 1,564,905 | |
AlixPartners, LLP, First Lien USD B Term Loan, 1M US L + 2.75%, 0.50% Floor, 02/04/2028 | |
| 2,593,401 | | |
| 2,576,038 | |
AqGen Island Holdings, Inc., First Lien Term Loan, 3M US L + 6.50%, 08/02/2029 | |
| 5,708,001 | | |
| 5,013,508 | |
CoreLogic, Inc., First Lien Initial Term Loan, 1M US L + 3.50%, 0.50% Floor, 06/02/2028 | |
| 5,714,175 | | |
| 4,787,421 | |
CoreLogic, Inc., Second Lien Initial Term Loan, 1M US L + 6.50%, 0.50% Floor, 06/04/2029 | |
| 1,786,047 | | |
| 1,278,809 | |
Corporation Service Company, First Lien Term Loan, 3M US L + 3.25%, 11/02/2029 | |
| 1,781,727 | | |
| 1,766,137 | |
Deerfield Dakota Holding LLC, Second Lien 2021 Replacement Term Loan, 1M US L + 6.75%, 0.75% Floor, 04/07/2028 | |
| 960,000 | | |
| 918,000 | |
Dun & Bradstreet Corp., First Lien Initial Borrowing Term Loan, 1M US L + 3.25%, 02/06/2026 | |
| 4,367,737 | | |
| 4,335,372 | |
Equiniti Group PLC, First Lien Term Loan, 6M US L + 4.75%, 12/11/2028 | |
| 1,011,600 | | |
| 1,005,277 | |
Galaxy US Opco Inc. TL, First Lien Term Loan, 1M US L + 4.75%, 04/29/2029 | |
| 2,056,949 | | |
| 1,866,682 | |
Inmar, Inc., Second Lien Initial Term Loan, 1M US L + 8.00%, 1.00% Floor, 05/01/2025(b) | |
| 3,209,378 | | |
| 3,000,768 | |
Minotaur Acquisition, Inc., First Lien B Term Loan, 1M US L + 4.75%, 03/27/2026 | |
| 3,588,490 | | |
| 3,440,465 | |
National Intergovernmental Purchasing Alliance Company, Second Lien Initial Term Loan, 3M US L + 7.50%, 05/26/2026(b) | |
| 4,091,148 | | |
| 4,050,237 | |
Trans Union LLC, First Lien Term Loan, 1M US L + 1.75%, 11/16/2026 | |
| 5,733,153 | | |
| 5,662,005 | |
TransUnion 11/21 B6 TLB, First Lien Term Loan, 1M US L + 2.25%, 12/01/2028 | |
| 1,245,223 | | |
| 1,235,105 | |
See
Notes to Financial Statements. |
|
Annual
Report | December 31, 2022 |
55 |
Blackstone
Strategic Credit Fund |
Portfolio
of Investments |
| |
Principal
Amount | | |
Value | |
Professional Services (continued) | |
| | | |
| | |
VT Topco, Inc., First Lien 2021 Term Loan, 1M US L + 3.75%, 0.75% Floor, 08/01/2025 | |
$ | 151,330 | | |
$ | 147,105 | |
| |
| | | |
| 42,647,834 | |
| |
| | | |
| | |
Road & Rail - 0.78% | |
| | | |
| | |
Avis Budget Car Rental LLC, First Lien Term Loan, 1M US L + 1.75%, 08/06/2027 | |
| 4,338,817 | | |
| 4,217,244 | |
| |
| | | |
| | |
Semiconductors & Semiconductor Equipment - 0.73% | |
| | | |
| | |
Coherent Corp., First Lien Term Loan, 3M US L + 2.75%, 0.50% Floor, 07/02/2029 | |
| 3,989,818 | | |
| 3,957,900 | |
| |
| | | |
| | |
Software - 14.07% | |
| | | |
| | |
Apttus Corp., First Lien Initial Term Loan, 3M US L + 4.25%, 0.75% Floor, 05/08/2028 | |
| 1,820,854 | | |
| 1,711,602 | |
CDK Global, Inc., First Lien Term Loan, 3M US SOFR + 4.50%, 07/06/2029 | |
| 5,118,107 | | |
| 5,080,591 | |
Cloudera, Inc., First Lien Term Loan, 1M US L + 3.75%, 0.50% Floor, 10/08/2028 | |
| 4,805,968 | | |
| 4,546,902 | |
Connectwise, LLC, First Lien Term Loan, 1M US L + 3.50%, 0.50% Floor, 09/29/2028 | |
| 1,484,289 | | |
| 1,413,786 | |
Cornerstone OnDemand, Inc., First Lien Initial Term Loan, 1M US L + 3.75%, 0.50% Floor, 10/16/2028 | |
| 5,510,203 | | |
| 4,945,407 | |
DTI Holdco, Inc. TL, First Lien Term Loan, 3M US L + 4.75%, 04/26/2029 | |
| 2,368,441 | | |
| 2,187,848 | |
Epicor Software Corp., Second Lien Initial Term Loan, 1M US L + 7.75%, 1.00% Floor, 07/31/2028 | |
| 2,388,305 | | |
| 2,363,228 | |
Fiserv Investment Solutions, Inc., First Lien Initial Term Loan, 1M US L + 4.00%, 02/18/2027 | |
| 2,398,251 | | |
| 2,282,847 | |
Greeneden U.S. Holdings I LLC, First Lien Initial Dollar (2020) Term Loan, 1M US L + 4.00%, 0.75% Floor, 12/01/2027 | |
| 4,008,320 | | |
| 3,857,187 | |
Help/Systems Holdings, Inc., First Lien Seventh Amendment Refinancing Term Loan, 1M US L + 4.00%, 0.75% Floor, 11/19/2026 | |
| 6,178,321 | | |
| 5,586,747 | |
Hyland Software, Inc., Second Lien 2021 Refinancing Term Loan, 1M US L + 6.25%, 0.75% Floor, 07/07/2025 | |
| 4,574,717 | | |
| 4,350,555 | |
Idera, Inc., First Lien B-1 Term Loan, 3M US L + 3.75%, 0.75% Floor, 03/02/2028 | |
| 4,032,701 | | |
| 3,813,423 | |
Imperva, Inc., First Lien Term Loan, 3M US L + 4.00%, 1.00% Floor, 01/12/2026 | |
| 4,304,530 | | |
| 3,538,324 | |
ION Trading Finance, Ltd., First Lien Initial Dollar (2021) Term Loan, 3M US L + 4.75%, 04/01/2028 | |
| 900,555 | | |
| 856,491 | |
Ivanti Software, Inc., First Lien First Amendment Term Loan, 3M US L + 4.00%, 0.75% Floor, 12/01/2027 | |
| 797,240 | | |
| 631,318 | |
Ivanti Software, Inc., First Lien Term Loan, 3M US L + 4.25%, 12/01/2027 | |
| 5,725,206 | | |
| 4,559,296 | |
Ivanti Software, Inc., Second Lien Term Loan, 3M US L + 7.25%, 12/01/2028 | |
| 1,571,642 | | |
| 919,410 | |
LI Group Holdings, Inc., First Lien 2021 Term Loan, 1M US L + 3.75%, 0.75% Floor, 03/11/2028(b) | |
| 2,276,736 | | |
| 2,236,893 | |
Magenta Buyer LLC, First Lien Initial Term Loan, 3M US L + 4.75%, 0.75% Floor, 07/27/2028 | |
| 5,167,437 | | |
| 4,448,853 | |
Mitnick Corporate Purchaser Inc., First Lien Term Loan, 3M US L + 4.75%, 05/02/2029 | |
| 1,263,168 | | |
| 1,186,595 | |
Perforce Software, Inc., First Lien New Term Loan, 1M US L + 3.75%, 07/01/2026 | |
| 859,646 | | |
| 803,365 | |
Quest Borrower Ltd., First Lien Term Loan, 3M US L + 4.25%, 02/01/2029 | |
| 4,116,512 | | |
| 3,194,166 | |
Skopima Merger Sub Inc., First Lien Initial Term Loan, 1M US L + 4.00%, 05/12/2028 | |
| 3,534,402 | | |
| 3,352,628 | |
SS&C Technologies, Inc., First Lien Term Loan: | |
| | | |
| | |
1M US L + 2.25%, 0.50% Floor, 03/22/2029 | |
| 638,271 | | |
| 628,101 | |
1M US L + 2.25%, 0.50% Floor, 03/22/2029 | |
| 961,729 | | |
| 946,403 | |
Veritas US, Inc., First Lien Dollar B-2021 Term Loan, 3M US L + 5.00%, 1.00% Floor, 09/01/2025 | |
| 1,160,777 | | |
| 824,773 | |
Vision Solutions, Inc., First Lien Term Loan, 3M US L + 4.00%, 0.75% Floor, 04/24/2028 | |
| 6,675,854 | | |
| 5,545,966 | |
| |
| | | |
| 75,812,705 | |
| |
| | | |
| | |
Specialty Retail - 0.56% | |
| | | |
| | |
EG Group, Ltd., First Lien Additional Facility Term Loan: | |
| | | |
| | |
3M US L + 4.00%, 02/07/2025 | |
| 1,849,856 | | |
| 1,751,592 | |
3M US L + 4.25%, 0.50% Floor, 03/31/2026 | |
| 692,089 | | |
| 650,131 | |
See
Notes to Financial Statements. |
|
56 |
www.blackstone-credit.com |
Blackstone
Strategic Credit Fund |
Portfolio
of Investments |
| |
Principal
Amount | | |
Value | |
Specialty Retail (continued) | |
| | |
| |
EG Group, Ltd., First Lien Facility B Term Loan, 3M US L + 4.00%, 02/07/2025 | |
$ | 661,458 | | |
$ | 626,322 | |
| |
| | | |
| 3,028,045 | |
| |
| | | |
| | |
Technology Hardware, Storage & Peripherals - 0.67% | |
| | | |
| | |
Project Castle, Inc., First Lien Term Loan, 3M US L + 5.50%, 06/01/2029 | |
| 4,453,838 | | |
| 3,624,310 | |
| |
| | | |
| | |
Textiles, Apparel & Luxury Goods - 0.50% | |
| | | |
| | |
S&S Holdings LLC, First Lien Initial Term Loan, 1M US L + 5.00%, 0.50% Floor, 03/11/2028 | |
| 2,917,727 | | |
| 2,667,299 | |
| |
| | | |
| | |
Trading Companies & Distributors - 1.93% | |
| | | |
| | |
Foundation Building Materials, Inc., First Lien Initial Term Loan, 3M US L + 3.25%, 0.50% Floor, 01/31/2028 | |
| 2,178,243 | | |
| 2,067,697 | |
Park River Holdings, Inc., First Lien Initial Term Loan, 3M US L + 3.25%, 0.75% Floor, 12/28/2027 | |
| 9,472,386 | | |
| 8,323,859 | |
| |
| | | |
| 10,391,556 | |
| |
| | | |
| | |
Wireless Telecommunication Services - 0.86% | |
| | | |
| | |
CCI Buyer, Inc., First Lien Initial Term Loan, 3M US L + 4.00%, 0.75% Floor, 12/17/2027 | |
| 4,857,121 | | |
| 4,653,122 | |
| |
| | | |
| | |
TOTAL FLOATING RATE LOAN INTERESTS | |
| | | |
| | |
(Cost $712,259,080) | |
| | | |
| 660,374,156 | |
| |
| | | |
| | |
CORPORATE BONDS - 33.30% | |
| | | |
| | |
Aerospace & Defense - 1.26% | |
| | | |
| | |
Bombardier, Inc.: | |
| | | |
| | |
7.125%, 06/15/2026(f) | |
| 600,000 | | |
| 583,221 | |
7.875%, 04/15/2027(f) | |
| 2,244,000 | | |
| 2,181,248 | |
6.000%, 02/15/2028(f) | |
| 420,000 | | |
| 388,895 | |
Howmet Aerospace, Inc.: | |
| | | |
| | |
6.875%, 05/01/2025 | |
| 41,000 | | |
| 42,140 | |
3.000%, 01/15/2029 | |
| 600,000 | | |
| 510,867 | |
5.950%, 02/01/2037 | |
| 774,000 | | |
| 752,659 | |
TransDigm, Inc.: | |
| | | |
| | |
4.625%, 01/15/2029 | |
| 1,100,000 | | |
| 969,127 | |
4.875%, 05/01/2029 | |
| 1,150,000 | | |
| 1,004,554 | |
Triumph Group, Inc., 7.750%, 08/15/2025 | |
| 400,000 | | |
| 340,868 | |
| |
| | | |
| 6,773,579 | |
| |
| | | |
| | |
Air Freight & Logistics - 0.08% | |
| | | |
| | |
Cargo Aircraft Management, Inc., 4.750%, 02/01/2028(f) | |
| 450,000 | | |
| 409,122 | |
| |
| | | |
| | |
Airlines - 0.04% | |
| | | |
| | |
American Airlines Group, Inc., 3.750%, 03/01/2025(f) | |
| 275,000 | | |
| 233,359 | |
| |
| | | |
| | |
Auto Components - 0.13% | |
| | | |
| | |
American Axle & Manufacturing, Inc., 6.500%, 04/01/2027 | |
| 508,000 | | |
| 459,010 | |
Patrick Industries, Inc., 4.750%, 05/01/2029(f) | |
| 320,000 | | |
| 266,016 | |
| |
| | | |
| 725,026 | |
| |
| | | |
| | |
Automobiles - 0.16% | |
| | | |
| | |
Ford Motor Co., 7.400%, 11/01/2046 | |
| 100,000 | | |
| 97,678 | |
Ford Motor Credit Co. LLC, 3.625%, 06/17/2031 | |
| 950,000 | | |
| 747,515 | |
| |
| | | |
| 845,193 | |
See
Notes to Financial Statements. |
|
Annual
Report | December 31, 2022 |
57 |
Blackstone
Strategic Credit Fund |
Portfolio
of Investments |
| |
Principal
Amount | | |
Value | |
Banks - 0.49% | |
| | |
| |
Intesa Sanpaolo SpA, 5.710%, 01/15/2026(f) | |
$ | 2,740,000 | | |
$ | 2,636,138 | |
| |
| | | |
| | |
Beverages - 0.18% | |
| | | |
| | |
Primo Water Holdings, Inc., 4.375%, 04/30/2029(f) | |
| 1,100,000 | | |
| 951,249 | |
| |
| | | |
| | |
Building Products - 0.44% | |
| | | |
| | |
Builders FirstSource, Inc.: | |
| | | |
| | |
4.250%, 02/01/2032(f) | |
| 200,000 | | |
| 162,497 | |
6.375%, 06/15/2032(f) | |
| 400,000 | | |
| 376,238 | |
Griffon Corp., 5.750%, 03/01/2028 | |
| 1,250,000 | | |
| 1,145,687 | |
PGT Innovations, Inc., 4.375%, 10/01/2029(f) | |
| 830,000 | | |
| 695,970 | |
| |
| | | |
| 2,380,392 | |
| |
| | | |
| | |
Capital Markets - 0.36% | |
| | | |
| | |
LPL Holdings, Inc., 4.375%, 05/15/2031(f) | |
| 250,000 | | |
| 212,898 | |
MSCI, Inc.: | |
| | | |
| | |
3.625%, 09/01/2030(f) | |
| 670,000 | | |
| 558,127 | |
3.875%, 02/15/2031(f) | |
| 1,400,000 | | |
| 1,166,480 | |
| |
| | | |
| 1,937,505 | |
| |
| | | |
| | |
Chemicals - 1.07% | |
| | | |
| | |
Ashland LLC, 3.375%, 09/01/2031(f) | |
| 1,430,000 | | |
| 1,144,816 | |
Chemours Co., 4.625%, 11/15/2029(f) | |
| 195,000 | | |
| 159,666 | |
CVR Partners LP / CVR Nitrogen Finance Corp., 6.125%, 06/15/2028(f) | |
| 370,000 | | |
| 332,411 | |
HB Fuller Co., 4.250%, 10/15/2028 | |
| 210,000 | | |
| 186,567 | |
Ingevity Corp., 3.875%, 11/01/2028(f) | |
| 780,000 | | |
| 672,079 | |
Minerals Technologies, Inc., 5.000%, 07/01/2028(f) | |
| 737,000 | | |
| 657,677 | |
Nufarm Australia, Ltd. / Nufarm Americas, Inc., 5.000%, 01/27/2030(f) | |
| 760,000 | | |
| 659,558 | |
Rayonier AM Products, Inc., 7.625%, 01/15/2026(f) | |
| 1,550,000 | | |
| 1,496,556 | |
Valvoline, Inc., 3.625%, 06/15/2031(f) | |
| 550,000 | | |
| 452,007 | |
| |
| | | |
| 5,761,337 | |
| |
| | | |
| | |
Commercial Services & Supplies - 0.05% | |
| | | |
| | |
Stericycle, Inc., 3.875%, 01/15/2029(f) | |
| 300,000 | | |
| 262,145 | |
| |
| | | |
| | |
Communications Equipment - 0.63% | |
| | | |
| | |
CommScope, Inc., 8.250%, 03/01/2027(f) | |
| 1,140,000 | | |
| 885,301 | |
Nokia Oyj, 6.625%, 05/15/2039 | |
| 320,000 | | |
| 304,300 | |
Viasat, Inc., 6.500%, 07/15/2028(f) | |
| 1,974,000 | | |
| 1,484,147 | |
Viavi Solutions, Inc., 3.750%, 10/01/2029(f) | |
| 870,000 | | |
| 732,627 | |
| |
| | | |
| 3,406,375 | |
| |
| | | |
| | |
Construction & Engineering - 0.24% | |
| | | |
| | |
Brundage-Bone Concrete Pumping Holdings, Inc., 6.000%, 02/01/2026(f) | |
| 779,000 | | |
| 711,146 | |
Tutor Perini Corp., 6.875%, 05/01/2025(f) | |
| 650,000 | | |
| 569,775 | |
| |
| | | |
| 1,280,921 | |
| |
| | | |
| | |
Consumer Finance - 1.09% | |
| | | |
| | |
Enova International, Inc., 8.500%, 09/15/2025(f) | |
| 500,000 | | |
| 464,364 | |
FirstCash, Inc.: | |
| | | |
| | |
4.625%, 09/01/2028(f) | |
| 2,045,000 | | |
| 1,798,702 | |
5.625%, 01/01/2030(f) | |
| 250,000 | | |
| 222,841 | |
See
Notes to Financial Statements. |
|
58 |
www.blackstone-credit.com |
Blackstone
Strategic Credit Fund |
Portfolio
of Investments |
December 31, 2022
| |
Principal Amount | | |
Value | |
Consumer Finance (continued) | |
| | | |
| | |
Navient Corp.: | |
| | | |
| | |
5.000%, 03/15/2027 | |
$ | 200,000 | | |
$ | 175,433 | |
4.875%, 03/15/2028 | |
| 950,000 | | |
| 782,645 | |
5.625%, 08/01/2033 | |
| 1,143,000 | | |
| 816,314 | |
OneMain Finance Corp.: | |
| | | |
| | |
6.625%, 01/15/2028 | |
| 250,000 | | |
| 230,645 | |
3.875%, 09/15/2028 | |
| 350,000 | | |
| 278,782 | |
PRA Group, Inc., 5.000%, 10/01/2029(f) | |
| 1,363,000 | | |
| 1,126,479 | |
| |
| | | |
| 5,896,205 | |
Containers & Packaging - 0.72% | |
| | | |
| | |
OI European Group BV, 4.750%, 02/15/2030(f) | |
| 1,900,000 | | |
| 1,666,576 | |
Owens-Brockway Glass Container, Inc., 6.625%, 05/13/2027(f) | |
| 280,000 | | |
| 272,092 | |
Sealed Air Corp., 6.875%, 07/15/2033(f) | |
| 1,320,000 | | |
| 1,310,420 | |
TriMas Corp., 4.125%, 04/15/2029(f) | |
| 730,000 | | |
| 638,465 | |
| |
| | | |
| 3,887,553 | |
Diversified Consumer Services - 0.65% | |
| | | |
| | |
Adtalem Global Education, Inc., 5.500%, 03/01/2028(f) | |
| 350,000 | | |
| 318,052 | |
Prime
Security Services Borrower LLC / Prime Finance, Inc., 6.250%, 01/15/2028(f) | |
| 1,005,000 | | |
| 916,781 | |
Service Corp. International: | |
| | | |
| | |
3.375%, 08/15/2030 | |
| 1,170,000 | | |
| 953,008 | |
4.000%, 05/15/2031 | |
| 1,580,000 | | |
| 1,333,000 | |
| |
| | | |
| 3,520,841 | |
Diversified Telecommunication Services - 0.65% | |
| | | |
| | |
Cogent Communications Group, Inc., 3.500%, 05/01/2026(f) | |
| 570,000 | | |
| 518,522 | |
Frontier Communications Holdings LLC: | |
| | | |
| | |
6.750%, 05/01/2029(f) | |
| 1,590,000 | | |
| 1,317,522 | |
5.875%, 11/01/2029 | |
| 150,000 | | |
| 116,246 | |
6.000%, 01/15/2030(f) | |
| 400,000 | | |
| 314,749 | |
Hughes Satellite Systems Corp., 6.625%, 08/01/2026 | |
| 590,000 | | |
| 551,349 | |
SBA Communications Corp., 3.125%, 02/01/2029 | |
| 818,000 | | |
| 681,595 | |
| |
| | | |
| 3,499,983 | |
Electric Utilities - 0.15% | |
| | | |
| | |
PG&E Corp., 5.000%, 07/01/2028 | |
| 900,000 | | |
| 823,021 | |
| |
| | | |
| | |
Electronic Equipment, Instruments & Components - 0.20% | |
| | | |
| | |
Sensata Technologies, Inc., 4.375%, 02/15/2030(f) | |
| 400,000 | | |
| 348,912 | |
TTM Technologies, Inc., 4.000%, 03/01/2029(f) | |
| 820,000 | | |
| 704,372 | |
| |
| | | |
| 1,053,284 | |
Energy Equipment & Services - 1.41% | |
| | | |
| | |
Enerflex, Ltd., 9.000%, 10/15/2027(f) | |
| 500,000 | | |
| 499,285 | |
Nabors Industries, Ltd., 7.500%, 01/15/2028(f) | |
| 1,497,000 | | |
| 1,371,965 | |
Patterson-UTI Energy, Inc., 5.150%, 11/15/2029 | |
| 1,070,000 | | |
| 961,255 | |
Petrofac, Ltd., 9.750%, 11/15/2026(f) | |
| 717,000 | | |
| 406,123 | |
Precision Drilling Corp., 6.875%, 01/15/2029(f) | |
| 1,660,000 | | |
| 1,547,629 | |
Transocean, Inc.: | |
| | | |
| | |
7.500%, 01/15/2026(f) | |
| 1,980,000 | | |
| 1,669,972 | |
8.000%, 02/01/2027(f) | |
| 1,370,000 | | |
| 1,120,961 | |
| |
| | | |
| 7,577,190 | |
See Notes to Financial Statements.
Annual Report
| December 31, 2022 |
59 |
Blackstone Strategic Credit
Fund |
Portfolio
of Investments |
December 31, 2022
| |
Principal Amount | | |
Value | |
Equity Real Estate Investment Trusts (REITs) - 1.05% | |
| | | |
| | |
Iron Mountain, Inc.: | |
| | | |
| | |
4.875%, 09/15/2029(f) | |
$ | 400,000 | | |
$ | 349,552 | |
5.250%, 07/15/2030(f) | |
| 1,190,000 | | |
| 1,036,793 | |
4.500%, 02/15/2031(f) | |
| 770,000 | | |
| 634,630 | |
5.625%, 07/15/2032(f) | |
| 500,000 | | |
| 434,196 | |
Service Properties Trust: | |
| | | |
| | |
5.250%, 02/15/2026 | |
| 840,000 | | |
| 702,938 | |
4.750%, 10/01/2026 | |
| 1,800,000 | | |
| 1,419,354 | |
4.950%, 02/15/2027 | |
| 605,000 | | |
| 477,454 | |
3.950%, 01/15/2028 | |
| 849,000 | | |
| 604,124 | |
| |
| | | |
| 5,659,041 | |
Food & Staples Retailing - 0.09% | |
| | | |
| | |
Ingles Markets, Inc., 4.000%, 06/15/2031(f) | |
| 600,000 | | |
| 505,389 | |
| |
| | | |
| | |
Food Products - 1.01% | |
| | | |
| | |
Lamb Weston Holdings, Inc.: | |
| | | |
| | |
4.875%, 05/15/2028(f) | |
| 1,000,000 | | |
| 949,270 | |
4.125%, 01/31/2030(f) | |
| 1,200,000 | | |
| 1,061,460 | |
4.375%, 01/31/2032(f) | |
| 550,000 | | |
| 481,330 | |
Post Holdings, Inc.: | |
| | | |
| | |
5.625%, 01/15/2028(f) | |
| 1,500,000 | | |
| 1,414,208 | |
5.500%, 12/15/2029(f) | |
| 200,000 | | |
| 181,400 | |
4.625%, 04/15/2030(f) | |
| 500,000 | | |
| 432,412 | |
4.500%, 09/15/2031(f) | |
| 1,110,000 | | |
| 935,181 | |
| |
| | | |
| 5,455,261 | |
Gas Utilities - 0.20% | |
| | | |
| | |
AmeriGas Partners LP / AmeriGas Finance Corp., 5.750%, 05/20/2027 | |
| 469,000 | | |
| 436,600 | |
Superior Plus LP / Superior General Partner, Inc., 4.500%, 03/15/2029(f) | |
| 740,000 | | |
| 633,769 | |
| |
| | | |
| 1,070,369 | |
Health Care Equipment & Supplies - 0.16% | |
| | | |
| | |
Hologic, Inc., 3.250%, 02/15/2029(f) | |
| 1,000,000 | | |
| 860,326 | |
| |
| | | |
| | |
Health Care Providers & Services - 0.95% | |
| | | |
| | |
Acadia Healthcare Co., Inc.: | |
| | | |
| | |
5.500%, 07/01/2028(f) | |
| 650,000 | | |
| 617,565 | |
5.000%, 04/15/2029(f) | |
| 680,000 | | |
| 626,487 | |
AdaptHealth LLC: | |
| | | |
| | |
4.625%, 08/01/2029(f) | |
| 520,000 | | |
| 436,046 | |
5.125%, 03/01/2030(f) | |
| 320,000 | | |
| 272,829 | |
CHS/Community Health Systems, Inc.: | |
| | | |
| | |
8.000%, 03/15/2026(f) | |
| 500,000 | | |
| 456,250 | |
8.000%, 12/15/2027(f) | |
| 500,000 | | |
| 453,347 | |
DaVita, Inc., 4.625%, 06/01/2030(f) | |
| 598,000 | | |
| 482,312 | |
Encompass Health Corp.: | |
| | | |
| | |
4.500%, 02/01/2028 | |
| 400,000 | | |
| 363,980 | |
4.750%, 02/01/2030 | |
| 1,240,000 | | |
| 1,090,886 | |
ModivCare, Inc., 5.875%, 11/15/2025(f) | |
| 360,000 | | |
| 338,622 | |
| |
| | | |
| 5,138,324 | |
See
Notes to Financial Statements.
60 |
www.blackstone
credit.com |
Blackstone Strategic Credit
Fund |
Portfolio
of Investments |
December 31, 2022
| |
Principal Amount | | |
Value | |
Hotels, Restaurants & Leisure - 4.19% | |
| | | |
| | |
1011778 BC ULC / New Red Finance, Inc.: | |
| | | |
| | |
3.875%, 01/15/2028(f) | |
$ | 348,000 | | |
$ | 312,069 | |
4.375%, 01/15/2028(f) | |
| 1,370,000 | | |
| 1,228,707 | |
3.500%, 02/15/2029(f) | |
| 670,000 | | |
| 575,573 | |
4.000%, 10/15/2030(f) | |
| 1,750,000 | | |
| 1,420,816 | |
Bloomin' Brands, Inc. / OSI Restaurant Partners LLC, 5.125%, 04/15/2029(f) | |
| 375,000 | | |
| 315,900 | |
Carnival Corp., 7.625%, 03/01/2026(f) | |
| 1,045,000 | | |
| 830,111 | |
CDI Escrow Issuer, Inc., 5.750%, 04/01/2030(f) | |
| 700,000 | | |
| 628,729 | |
Churchill Downs, Inc., 4.750%, 01/15/2028(f) | |
| 2,510,000 | | |
| 2,250,014 | |
Full House Resorts, Inc., 8.250%, 02/15/2028(f) | |
| 200,000 | | |
| 177,312 | |
Hilton Domestic Operating Co., Inc.: | |
| | | |
| | |
3.750%, 05/01/2029(f) | |
| 1,200,000 | | |
| 1,039,608 | |
4.000%, 05/01/2031(f) | |
| 400,000 | | |
| 335,476 | |
3.625%, 02/15/2032(f) | |
| 400,000 | | |
| 321,032 | |
Las Vegas Sands Corp., 3.900%, 08/08/2029 | |
| 1,830,000 | | |
| 1,545,320 | |
Life Time, Inc., 8.000%, 04/15/2026(f) | |
| 900,000 | | |
| 811,125 | |
Marriott Ownership Resorts, Inc., 4.750%, 01/15/2028 | |
| 610,000 | | |
| 532,122 | |
NCL Corp., Ltd.: | |
| | | |
| | |
5.875%, 03/15/2026(f) | |
| 2,250,000 | | |
| 1,771,200 | |
7.750%, 02/15/2029(f) | |
| 256,000 | | |
| 192,983 | |
Papa John's International, Inc., 3.875%, 09/15/2029(f) | |
| 150,000 | | |
| 125,441 | |
Royal Caribbean Cruises, Ltd.: | |
| | | |
| | |
4.250%, 07/01/2026(f) | |
| 750,000 | | |
| 607,198 | |
5.500%, 08/31/2026(f) | |
| 220,000 | | |
| 185,350 | |
11.625%, 08/15/2027(f) | |
| 2,010,000 | | |
| 2,021,980 | |
7.500%, 10/15/2027 | |
| 250,000 | | |
| 213,141 | |
Station Casinos LLC, 4.500%, 02/15/2028(f) | |
| 90,000 | | |
| 78,384 | |
Wynn Las Vegas LLC / Wynn Las Vegas Capital Corp.: | |
| | | |
| | |
5.500%, 03/01/2025(f) | |
| 397,000 | | |
| 377,708 | |
5.250%, 05/15/2027(f) | |
| 250,000 | | |
| 226,013 | |
Wynn Resorts Finance LLC / Wynn Resorts Capital Corp.: | |
| | | |
| | |
7.750%, 04/15/2025(f) | |
| 240,000 | | |
| 239,049 | |
5.125%, 10/01/2029(f) | |
| 1,720,000 | | |
| 1,477,076 | |
Yum! Brands, Inc.: | |
| | | |
| | |
4.750%, 01/15/2030(f) | |
| 1,240,000 | | |
| 1,139,783 | |
3.625%, 03/15/2031 | |
| 1,110,000 | | |
| 933,077 | |
4.625%, 01/31/2032 | |
| 550,000 | | |
| 487,219 | |
5.375%, 04/01/2032 | |
| 200,000 | | |
| 185,520 | |
| |
| | | |
| 22,585,036 | |
Household Durables - 1.21% | |
| | | |
| | |
Beazer Homes USA, Inc., 7.250%, 10/15/2029 | |
| 540,000 | | |
| 481,204 | |
Installed Building Products, Inc., 5.750%, 02/01/2028(f) | |
| 450,000 | | |
| 405,326 | |
LGI Homes, Inc., 4.000%, 07/15/2029(f) | |
| 510,000 | | |
| 394,702 | |
M/I Homes, Inc.: | |
| | | |
| | |
4.950%, 02/01/2028 | |
| 450,000 | | |
| 400,518 | |
3.950%, 02/15/2030 | |
| 320,000 | | |
| 258,788 | |
Meritage Homes Corp., 3.875%, 04/15/2029(f) | |
| 1,230,000 | | |
| 1,044,885 | |
Taylor Morrison Communities, Inc.: | |
| | | |
| | |
5.750%, 01/15/2028(f) | |
| 600,000 | | |
| 562,844 | |
5.125%, 08/01/2030(f) | |
| 260,000 | | |
| 225,682 | |
Tempur Sealy International, Inc.: | |
| | | |
| | |
4.000%, 04/15/2029(f) | |
| 1,290,000 | | |
| 1,085,671 | |
3.875%, 10/15/2031(f) | |
| 530,000 | | |
| 416,829 | |
TopBuild Corp., 3.625%, 03/15/2029(f) | |
| 397,000 | | |
| 326,018 | |
See Notes to Financial Statements.
Annual Report
| December 31, 2022 |
61 |
Blackstone Strategic Credit
Fund |
Portfolio
of Investments |
December 31, 2022
| |
Principal
Amount | | |
Value | |
Household Durables (continued) | |
| | | |
| | |
Tri Pointe Homes, Inc., 5.700%, 06/15/2028 | |
$ | 1,030,000 | | |
$ | 934,696 | |
| |
| | | |
| 6,537,163 | |
Household Products - 0.40% | |
| | | |
| | |
Central Garden & Pet Co.: | |
| | | |
| | |
4.125%, 10/15/2030 | |
| 500,000 | | |
| 411,504 | |
4.125%, 04/30/2031(f) | |
| 550,000 | | |
| 456,005 | |
Energizer Holdings, Inc.: | |
| | | |
| | |
6.500%, 12/31/2027(f) | |
| 700,000 | | |
| 667,058 | |
4.750%, 06/15/2028(f) | |
| 700,000 | | |
| 607,742 | |
| |
| | | |
| 2,142,309 | |
Independent Power and Renewable Electricity Producers - 0.34% | |
| | | |
| | |
DPL, Inc.: | |
| | | |
| | |
4.125%, 07/01/2025 | |
| 975,000 | | |
| 917,689 | |
4.350%, 04/15/2029 | |
| 271,000 | | |
| 243,520 | |
Vistra Operations Co. LLC, 4.375%, 05/01/2029(f) | |
| 750,000 | | |
| 647,724 | |
| |
| | | |
| 1,808,933 | |
Industrial Conglomerates - 0.47% | |
| | | |
| | |
Icahn Enterprises LP / Icahn Enterprises Finance Corp.: | |
| | | |
| | |
5.250%, 05/15/2027 | |
| 890,000 | | |
| 816,842 | |
4.375%, 02/01/2029 | |
| 2,000,000 | | |
| 1,694,190 | |
| |
| | | |
| 2,511,032 | |
Interactive Media & Services - 0.30% | |
| | | |
| | |
Cinemark USA, Inc., 5.875%, 03/15/2026(f) | |
| 850,000 | | |
| 709,076 | |
Ziff Davis, Inc., 4.625%, 10/15/2030(f) | |
| 850,000 | | |
| 720,762 | |
ZipRecruiter, Inc., 5.000%, 01/15/2030(f) | |
| 250,000 | | |
| 206,430 | |
| |
| | | |
| 1,636,268 | |
IT Services - 0.36% | |
| | | |
| | |
Gartner, Inc.: | |
| | | |
| | |
3.625%, 06/15/2029(f) | |
| 1,149,000 | | |
| 1,011,034 | |
3.750%, 10/01/2030(f) | |
| 290,000 | | |
| 250,415 | |
Science Applications International Corp., 4.875%, 04/01/2028(f) | |
| 750,000 | | |
| 694,945 | |
| |
| | | |
| 1,956,394 | |
Leisure Products - 0.12% | |
| | | |
| | |
Vista Outdoor, Inc., 4.500%, 03/15/2029(f) | |
| 850,000 | | |
| 625,209 | |
| |
| | | |
| | |
Machinery - 0.59% | |
| | | |
| | |
Allison Transmission, Inc.: | |
| | | |
| | |
4.750%, 10/01/2027(f) | |
| 567,000 | | |
| 526,776 | |
5.875%, 06/01/2029(f) | |
| 300,000 | | |
| 282,263 | |
3.750%, 01/30/2031(f) | |
| 1,570,000 | | |
| 1,293,288 | |
ATS Corp., 4.125%, 12/15/2028(f) | |
| 400,000 | | |
| 345,576 | |
Wabash National Corp., 4.500%, 10/15/2028(f) | |
| 870,000 | | |
| 741,967 | |
| |
| | | |
| 3,189,870 | |
Media - 0.80% | |
| | | |
| | |
DISH DBS Corp., 7.750%, 07/01/2026 | |
| 550,000 | | |
| 444,647 | |
Lamar Media Corp., 4.000%, 02/15/2030 | |
| 263,000 | | |
| 230,329 | |
See
Notes to Financial Statements.
62 |
www.blackstone-credit.com |
Blackstone
Strategic Credit Fund |
Portfolio
of Investments |
December 31, 2022
| |
Principal Amount | | |
Value | |
Media (continued) | |
| | | |
| | |
Sirius XM Radio, Inc.: | |
| | | |
| | |
5.000%, 08/01/2027(f) | |
$ | 290,000 | | |
$ | 268,703 | |
4.000%, 07/15/2028(f) | |
| 3,050,000 | | |
| 2,660,271 | |
3.875%, 09/01/2031(f) | |
| 900,000 | | |
| 703,885 | |
| |
| | | |
| 4,307,835 | |
Metals & Mining - 2.34% | |
| | | |
| | |
ATI, Inc., 4.875%, 10/01/2029 | |
| 1,130,000 | | |
| 1,000,056 | |
Carpenter Technology Corp., 6.375%, 07/15/2028 | |
| 1,310,000 | | |
| 1,248,161 | |
Commercial Metals Co.: | |
| | | |
| | |
3.875%, 02/15/2031 | |
| 1,170,000 | | |
| 985,400 | |
4.375%, 03/15/2032 | |
| 350,000 | | |
| 304,980 | |
Eldorado Gold Corp., 6.250%, 09/01/2029(f) | |
| 1,040,000 | | |
| 911,177 | |
FMG Resources August 2006 Pty, Ltd.: | |
| | | |
| | |
5.875%, 04/15/2030(f) | |
| 412,000 | | |
| 384,385 | |
4.375%, 04/01/2031(f) | |
| 380,000 | | |
| 316,771 | |
6.125%, 04/15/2032(f) | |
| 1,417,000 | | |
| 1,323,542 | |
Hudbay Minerals, Inc., 6.125%, 04/01/2029(f) | |
| 290,000 | | |
| 263,084 | |
Kaiser Aluminum Corp., 4.500%, 06/01/2031(f) | |
| 350,000 | | |
| 281,767 | |
Mineral Resources, Ltd.: | |
| | | |
| | |
8.000%, 11/01/2027(f) | |
| 810,000 | | |
| 829,367 | |
8.500%, 05/01/2030(f) | |
| 2,770,000 | | |
| 2,811,536 | |
New Gold, Inc., 7.500%, 07/15/2027(f) | |
| 290,000 | | |
| 254,949 | |
SunCoke Energy, Inc., 4.875%, 06/30/2029(f) | |
| 1,050,000 | | |
| 902,672 | |
Taseko Mines, Ltd., 7.000%, 02/15/2026(f) | |
| 870,000 | | |
| 766,113 | |
| |
| | | |
| 12,583,960 | |
Mortgage Real Estate Investment Trusts (REITs) - 0.73% | |
| | | |
| | |
Apollo Commercial Real Estate Finance, Inc., 4.625%, 06/15/2029(f) | |
| 850,000 | | |
| 681,437 | |
Rithm Capital Corp., 6.250%, 10/15/2025(f) | |
| 1,050,000 | | |
| 943,824 | |
Starwood Property Trust, Inc.: | |
| | | |
| | |
3.625%, 07/15/2026(f) | |
| 1,600,000 | | |
| 1,401,992 | |
4.375%, 01/15/2027(f) | |
| 1,020,000 | | |
| 894,025 | |
| |
| | | |
| 3,921,278 | |
Multiline Retail - 0.21% | |
| | | |
| | |
Macy's Retail Holdings LLC: | |
| | | |
| | |
5.875%, 04/01/2029(f) | |
| 250,000 | | |
| 221,718 | |
5.875%, 03/15/2030(f) | |
| 730,000 | | |
| 634,516 | |
6.125%, 03/15/2032(f) | |
| 200,000 | | |
| 168,400 | |
4.500%, 12/15/2034 | |
| 150,000 | | |
| 104,666 | |
| |
| | | |
| 1,129,300 | |
Oil, Gas & Consumable Fuels - 3.26% | |
| | | |
| | |
Antero Midstream Partners LP / Antero Midstream Finance Corp.: | |
| | | |
| | |
5.750%, 03/01/2027(f) | |
| 150,000 | | |
| 142,062 | |
5.375%, 06/15/2029(f) | |
| 580,000 | | |
| 531,042 | |
Apache Corp., 5.350%, 07/01/2049 | |
| 580,000 | | |
| 469,609 | |
Berry Petroleum Co. LLC, 7.000%, 02/15/2026(f) | |
| 700,000 | | |
| 644,011 | |
Calumet Specialty Products Partners LP / Calumet Finance Corp., 8.125%, 01/15/2027(f) | |
| 940,000 | | |
| 880,075 | |
Crestwood
Midstream Partners LP / Crestwood Midstream Finance Corp., 6.000%, 02/01/2029(f) | |
| 770,000 | | |
| 707,596 | |
CVR Energy, Inc., 5.750%, 02/15/2028(f) | |
| 1,330,000 | | |
| 1,159,866 | |
Delek Logistics Partners LP / Delek Logistics Finance Corp., 7.125%, 06/01/2028(f) | |
| 880,000 | | |
| 794,922 | |
Energean PLC, 6.500%, 04/30/2027(f) | |
| 629,000 | | |
| 586,066 | |
See
Notes to Financial Statements.
Annual Report | December
31, 2022 |
63 |
Blackstone Strategic Credit
Fund |
Portfolio of Investments |
December 31, 2022
| |
Principal
Amount | | |
Value | |
Oil,
Gas & Consumable Fuels (continued) | |
| | | |
| | |
EnLink
Midstream Partners LP: | |
| | | |
| | |
5.600%,
04/01/2044 | |
$ | 800,000 | | |
$ | 663,569 | |
5.450%, 06/01/2047 | |
| 960,000 | | |
| 772,824 | |
Enviva
Partners LP / Enviva Partners Finance Corp., 6.500%, 01/15/2026(f) | |
| 1,400,000 | | |
| 1,320,788 | |
EQM
Midstream Partners LP, 6.500%, 07/15/2048 | |
| 770,000 | | |
| 578,559 | |
Global
Partners LP / GLP Finance Corp., 6.875%, 01/15/2029 | |
| 1,000,000 | | |
| 917,370 | |
Hess
Midstream Operations LP: | |
| | | |
| | |
5.125%, 06/15/2028(f) | |
| 239,000 | | |
| 221,426 | |
4.250%, 02/15/2030(f) | |
| 200,000 | | |
| 171,254 | |
Holly
Energy Partners LP / Holly Energy Finance Corp., 5.000%, 02/01/2028(f) | |
| 640,000 | | |
| 583,825 | |
Northern
Oil and Gas, Inc., 8.125%, 03/01/2028(f) | |
| 1,200,000 | | |
| 1,153,733 | |
NuStar
Logistics LP: | |
| | | |
| | |
5.625%, 04/28/2027 | |
| 750,000 | | |
| 702,583 | |
6.375%, 10/01/2030 | |
| 330,000 | | |
| 305,725 | |
Occidental
Petroleum Corp., 6.600%, 03/15/2046 | |
| 690,000 | | |
| 711,559 | |
Parkland
Corp./Alberta, 4.625%, 05/01/2030(f) | |
| 70,000 | | |
| 58,026 | |
PBF
Holding Co. LLC / PBF Finance Corp., 6.000%, 02/15/2028 | |
| 790,000 | | |
| 706,043 | |
Summit
Midstream Holdings LLC / Summit Midstream Finance Corp., 8.500%, 10/15/2026(f) | |
| 850,000 | | |
| 810,764 | |
Sunoco
LP / Sunoco Finance Corp., 4.500%, 05/15/2029 | |
| 1,810,000 | | |
| 1,585,822 | |
Vermilion
Energy, Inc., 6.875%, 05/01/2030(f) | |
| 312,000 | | |
| 285,141 | |
Western
Midstream Operating LP, 5.500%, 08/15/2048 | |
| 150,000 | | |
| 124,948 | |
| |
| | | |
| 17,589,208 | |
Paper
& Forest Products - 0.42% | |
| | | |
| | |
Clearwater
Paper Corp., 4.750%, 08/15/2028(f) | |
| 400,000 | | |
| 353,254 | |
Louisiana-Pacific
Corp., 3.625%, 03/15/2029(f) | |
| 670,000 | | |
| 581,588 | |
Mercer
International, Inc., 5.125%, 02/01/2029 | |
| 1,568,000 | | |
| 1,313,169 | |
| |
| | | |
| 2,248,011 | |
| |
| | | |
| | |
Personal
Products - 0.07% | |
| | | |
| | |
Edgewell
Personal Care Co., 4.125%, 04/01/2029(f) | |
| 460,000 | | |
| 392,805 | |
| |
| | | |
| | |
Professional
Services - 0.35% | |
| | | |
| | |
Booz
Allen Hamilton, Inc.: | |
| | | |
| | |
3.875%, 09/01/2028(f) | |
| 900,000 | | |
| 798,959 | |
4.000%, 07/01/2029(f) | |
| 500,000 | | |
| 440,795 | |
KBR,
Inc., 4.750%, 09/30/2028(f) | |
| 480,000 | | |
| 426,937 | |
TriNet
Group, Inc., 3.500%, 03/01/2029(f) | |
| 300,000 | | |
| 247,050 | |
| |
| | | |
| 1,913,741 | |
Real
Estate Management & Development - 0.17% | |
| | | |
| | |
Howard
Hughes Corp.: | |
| | | |
| | |
5.375%, 08/01/2028(f) | |
| 170,000 | | |
| 153,425 | |
4.125%, 02/01/2029(f) | |
| 200,000 | | |
| 167,789 | |
4.375%,
02/01/2031(f) | |
| 739,000 | | |
| 598,970 | |
| |
| | | |
| 920,184 | |
Road
& Rail - 0.11% | |
| | | |
| | |
Avis
Budget Car Rental LLC / Avis Budget Finance, Inc.: | |
| | | |
| | |
4.750%, 04/01/2028(f) | |
| 176,000 | | |
| 148,516 | |
5.375%,
03/01/2029(f) | |
| 500,000 | | |
| 428,369 | |
| |
| | | |
| 576,885 | |
See
Notes to Financial Statements.
64 |
|
www.blackstone-credit.com |
Blackstone
Strategic Credit Fund |
Portfolio
of Investments |
| |
Principal
Amount | | |
Value | |
Software - 0.75% | |
| | |
| |
Consensus Cloud Solutions, Inc.: | |
| | | |
| | |
6.000%, 10/15/2026(f) | |
$ | 600,000 | | |
$ | 563,703 | |
6.500%, 10/15/2028(f) | |
| 1,050,000 | | |
| 967,122 | |
Fair Isaac Corp., 4.000%, 06/15/2028(f) | |
| 2,170,000 | | |
| 1,973,129 | |
Open Text Corp., 3.875%, 02/15/2028(f) | |
| 600,000 | | |
| 515,910 | |
| |
| | | |
| 4,019,864 | |
Specialty Retail - 1.08% | |
| | | |
| | |
Asbury Automotive Group, Inc.: | |
| | | |
| | |
4.750%, 03/01/2030 | |
| 450,000 | | |
| 376,963 | |
5.000%, 02/15/2032(f) | |
| 595,000 | | |
| 490,280 | |
Bath & Body Works, Inc.: | |
| | | |
| | |
6.875%, 11/01/2035 | |
| 400,000 | | |
| 356,280 | |
6.750%, 07/01/2036 | |
| 820,000 | | |
| 722,174 | |
Foot Locker, Inc., 4.000%, 10/01/2029(f) | |
| 200,000 | | |
| 156,100 | |
Gap, Inc., 3.625%, 10/01/2029(f) | |
| 1,220,000 | | |
| 862,210 | |
Group 1 Automotive, Inc., 4.000%, 08/15/2028(f) | |
| 1,150,000 | | |
| 975,327 | |
Murphy Oil USA, Inc.: | |
| | | |
| | |
4.750%, 09/15/2029 | |
| 380,000 | | |
| 348,386 | |
3.750%, 02/15/2031(f) | |
| 1,190,000 | | |
| 981,535 | |
Sonic Automotive, Inc., 4.875%, 11/15/2031(f) | |
| 730,000 | | |
| 574,886 | |
| |
| | | |
| 5,844,141 | |
Technology Hardware, Storage & Peripherals - 0.36% | |
| | | |
| | |
Pitney Bowes, Inc., 6.875%, 03/15/2027(f) | |
| 440,000 | | |
| 376,776 | |
Xerox Holdings Corp., 5.500%, 08/15/2028(f) | |
| 1,920,000 | | |
| 1,539,652 | |
| |
| | | |
| 1,916,428 | |
Textiles, Apparel & Luxury Goods - 0.08% | |
| | | |
| | |
Crocs, Inc., 4.250%, 03/15/2029(f) | |
| 510,000 | | |
| 432,671 | |
| |
| | | |
| | |
Thrifts & Mortgage Finance - 1.10% | |
| | | |
| | |
MGIC Investment Corp., 5.250%, 08/15/2028 | |
| 1,190,000 | | |
| 1,099,280 | |
Nationstar Mortgage Holdings, Inc.: | |
| | | |
| | |
6.000%, 01/15/2027(f) | |
| 900,000 | | |
| 806,922 | |
5.500%, 08/15/2028(f) | |
| 200,000 | | |
| 163,407 | |
5.125%, 12/15/2030(f) | |
| 1,232,000 | | |
| 953,177 | |
5.750%, 11/15/2031(f) | |
| 820,000 | | |
| 638,616 | |
PennyMac Financial Services, Inc.: | |
| | | |
| | |
5.375%, 10/15/2025(f) | |
| 1,300,000 | | |
| 1,173,867 | |
4.250%, 02/15/2029(f) | |
| 300,000 | | |
| 234,414 | |
5.750%, 09/15/2031(f) | |
| 700,000 | | |
| 556,139 | |
PHH Mortgage Corp., 7.875%, 03/15/2026(f) | |
| 350,000 | | |
| 311,355 | |
| |
| | | |
| 5,937,177 | |
Wireless Telecommunication Services - 0.03% | |
| | | |
| | |
Sprint LLC, 7.625%, 03/01/2026 | |
| 150,000 | | |
| 158,176 | |
| |
| | | |
| | |
TOTAL CORPORATE BONDS | |
| | | |
| | |
(Cost $189,838,529) | |
| | | |
| 179,433,006 | |
| |
| Shares | | |
| Value | |
COMMON STOCK - 1.86% | |
| | | |
| | |
Energy Equipment & Services - 0.04%(g) | |
| 164,832 | | |
| – | |
Brock Holdings III Inc.(b) | |
| | | |
| | |
See
Notes to Financial Statements.
Annual Report | December
31, 2022 |
65 |
Blackstone
Strategic Credit Fund |
Portfolio
of Investments |
| |
Shares | | |
Value | |
Energy Equipment & Services (continued) | |
| | |
| |
Utex Industries Holdings, LLC(b)(h) | |
| 3,182 | | |
$ | 217,967 | |
| |
| | | |
| 217,967 | |
Health Care Equipment & Supplies - 0.68% | |
| | | |
| | |
Carestream Health Holdings Inc(h) | |
| 242,545 | | |
| 3,638,175 | |
| |
| | | |
| | |
Oil, Gas & Consumable Fuels - 1.14% | |
| | | |
| | |
Ridgeback Resources Inc.(b)(h) | |
| 1,201,345 | | |
| 5,039,616 | |
Total
Safety Holdings, LLC(b)(h) | |
| 2,951 | | |
| 1,106,625 | |
| |
| | | |
| 6,146,241 | |
| |
| | | |
| | |
TOTAL COMMON STOCK | |
| | | |
| | |
(Cost $17,867,520) | |
| | | |
| 10,002,383 | |
| |
| | | |
| | |
WARRANTS - 0.00% | |
| | | |
| | |
Energy Equipment & Services - 0.00%(g) | |
| | | |
| | |
Utex Industries Holdings, LLC expires 12/31/2049 at $114.76 | |
| 7,955 | | |
| 3,182 | |
| |
| | | |
| | |
TOTAL WARRANTS | |
| | | |
| | |
(Cost $0) | |
| | | |
| 3,182 | |
| |
| | | |
| | |
Total Investments- 157.71% | |
| | | |
| | |
(Cost $919,965,129) | |
| | | |
| 849,812,727 | |
| |
| | | |
| | |
Other Assets in Excess of Liabilities - 0.60% | |
| | | |
| 3,227,794 | |
| |
| | | |
| | |
Mandatory Redeemable Preferred Shares - (8.41)% | |
| | | |
| | |
(liquidation preference plus distributions payable on term preferred shares) | |
| | | |
| (45,280,831 | ) |
| |
| | | |
| | |
Leverage Facility - (49.90)% | |
| | | |
| (268,900,000 | ) |
| |
| | | |
| | |
Net Assets - 100.00% | |
| | | |
$ | 538,859,690 | |
Amounts
above are shown as a percentage of net assets as of December 31, 2022.
Investment
Abbreviations:
LIBOR
- London Interbank Offered Rate
PIK - Payment in-kind
Reference
Rates:
1M
US L - 1 Month LIBOR as of December 31, 2022 was 4.39%
3M US L - 3 Month LIBOR as of December 31, 2022 was 4.77%
6M US L - 6 Month
LIBOR as of December 31, 2022 was 5.14%
1M US SOFR- 1 Month SOFR as of December 31, 2022 was 4.06%
3M US SOFR - 3 Month SOFR as
of December 31, 2022 was 3.62%
| (a) | Floating
or variable rate security. The reference rate is described above. The rate in effect as of December 31, 2022 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) | Security
is in default as of period end and is therefore non-income producing. |
| (e) | A
portion of this position was not funded as of December 31, 2022. The Portfolio of Investments records only the funded portion
of each position. As of December 31, 2022, the Fund has unfunded delayed draw loans in the amount of $918,407. Fair value of these
unfunded delayed draws was $831,709. |
See
Notes to Financial Statements.
66 | www.blackstone-credit.com |
Blackstone
Strategic Credit Fund |
Portfolio
of Investments |
December
31, 2022
| (f) | Security
exempt from registration under Rule 144A of the Securities Act of 1933. Total market value of Rule 144A securities amounts to
$133,786,777, which represented approximately 24.83% of net assets as of December 31, 2022. Such securities may normally be sold
to qualified institutional buyers in transactions exempt from registration. |
| (g) | Amount
represents less than 0.005% of net assets. |
| (h) | Non-income
producing security. |
See
Notes to Financial Statements.
Annual Report | December
31, 2022 |
67 |
Blackstone
Credit Funds |
Statements
of Assets and Liabilities |
December
31, 2022
| |
Senior Floating Rate Term Fund | | |
Long-Short Credit Income Fund | | |
Strategic Credit Fund | |
ASSETS: | |
| | | |
| | | |
| | |
Investments, at fair value (Cost $283,746,071, $280,918,481 and $919,965,129, respectively) | |
$ | 263,922,130 | | |
$ | 261,089,723 | | |
$ | 849,812,727 | |
Cash | |
| 24,147,662 | | |
| 16,127,709 | | |
| 49,914,966 | |
Foreign Currency, at value (Cost –, – and 659,364, respectively) | |
| – | | |
| – | | |
| 658,617 | |
Receivable for investment securities sold | |
| 25,682,613 | | |
| 19,789,936 | | |
| 64,995,565 | |
Interest receivable | |
| 1,802,973 | | |
| 2,400,751 | | |
| 6,726,145 | |
Net unrealized appreciation on unfunded loan commitments | |
| – | | |
| – | | |
| 288,049 | |
Prepaid offering cost | |
| 288,840 | | |
| 445,077 | | |
| – | |
Prepaid expenses and other assets | |
| 10,401 | | |
| 4,568 | | |
| 86,859 | |
Total Assets | |
| 315,854,619 | | |
| 299,857,764 | | |
| 972,482,928 | |
| |
| | | |
| | | |
| | |
LIABILITIES: | |
| | | |
| | | |
| | |
Payable for investment securities purchased | |
| 46,888,532 | | |
| 36,080,509 | | |
| 116,481,606 | |
Leverage facility | |
| 85,000,000 | | |
| 82,800,000 | | |
| 268,900,000 | |
Interest due on leverage facility | |
| 779,158 | | |
| 541,828 | | |
| 937,126 | |
Net unrealized depreciation on unfunded loan commitments | |
| 37,918 | | |
| 19,718 | | |
| – | |
Accrued investment advisory fee payable | |
| 346,071 | | |
| 163,968 | | |
| 735,879 | |
Accrued fund accounting and administration fees payable | |
| 171,030 | | |
| 143,872 | | |
| 369,921 | |
Accrued trustees' fees payable | |
| 31,129 | | |
| 21,882 | | |
| 73,619 | |
Other payables and accrued expenses | |
| 460,999 | | |
| 450,773 | | |
| 890,049 | |
Mandatory redeemable preferred shares (net of deferred financing costs of: –, $(20,352) and $(45,793), respectively)(a) | |
| – | | |
| 19,979,648 | | |
| 44,954,207 | |
Distributions payable on mandatory redeemable preferred shares | |
| – | | |
| 124,814 | | |
| 280,831 | |
Total Liabilities | |
| 133,714,837 | | |
| 140,327,012 | | |
| 433,623,238 | |
Net Assets Attributable to Common Shareholders | |
$ | 182,139,782 | | |
$ | 159,530,752 | | |
$ | 538,859,690 | |
| |
| | | |
| | | |
| | |
COMPOSITION OF NET ASSETS ATTRIBUTABLE TO COMMON SHARES: | |
| | | |
| | | |
| | |
Par value ($0.001 per share, applicable to 13,008,542, 12,708,275 and 44,664,382 shares issued and outstanding) | |
$ | 13,009 | | |
$ | 12,708 | | |
$ | 44,664 | |
Paid-in capital in excess of par value | |
| 257,240,387 | | |
| 236,843,518 | | |
| 839,706,479 | |
Total distributable earnings | |
| (75,113,614 | ) | |
| (77,325,474 | ) | |
| (300,891,453 | ) |
Net Assets Attributable to Common Shareholders | |
$ | 182,139,782 | | |
$ | 159,530,752 | | |
$ | 538,859,690 | |
| |
| | | |
| | | |
| | |
Net Asset Value per Common Share | |
$ | 14.00 | | |
$ | 12.55 | | |
$ | 12.06 | |
(a) | $1,000
liquidation value per share. -, 20,000, and 45,000 shares issued and outstanding, respectively. |
See
Notes to Financial Statements.
68 | www.blackstone-credit.com |
Blackstone
Credit Funds |
Statements
of Operations |
For
the Year Ended December 31, 2022
| |
Senior Floating Rate Term Fund | | |
Long-Short Credit Income Fund | | |
Strategic Credit Fund | |
INVESTMENT INCOME: | |
| | | |
| | | |
| | |
Interest | |
$ | 20,379,107 | | |
$ | 19,843,695 | | |
$ | 63,092,689 | |
Facility and other fees | |
| 68,467 | | |
| 57,268 | | |
| 198,723 | |
Total Investment Income | |
| 20,447,574 | | |
| 19,900,963 | | |
| 63,291,412 | |
| |
| | | |
| | | |
| | |
EXPENSES: | |
| | | |
| | | |
| | |
Investment advisory fee | |
| 2,670,322 | | |
| 2,103,785 | | |
| 9,336,825 | |
Fund accounting and administration fees | |
| 335,719 | | |
| 295,774 | | |
| 1,009,626 | |
Insurance expense | |
| 85,800 | | |
| 83,362 | | |
| 133,995 | |
Legal and audit fees | |
| 320,049 | | |
| 358,305 | | |
| 578,040 | |
Custodian fees | |
| 84,887 | | |
| 59,236 | | |
| 187,103 | |
Offering costs | |
| – | | |
| 44,076 | | |
| – | |
Trustees' fees and expenses | |
| 114,622 | | |
| 99,847 | | |
| 334,610 | |
Printing expense | |
| 39,049 | | |
| 26,398 | | |
| 61,021 | |
Transfer agent fees | |
| 22,558 | | |
| 33,239 | | |
| 33,226 | |
Interest on leverage facility | |
| 2,700,689 | | |
| 2,501,761 | | |
| 8,134,264 | |
Amortization of deferred financing costs | |
| – | | |
| 35,887 | | |
| 80,745 | |
Other expenses | |
| 41,841 | | |
| 77,768 | | |
| 109,912 | |
Distributions to mandatory redeemable preferred shares | |
| – | | |
| 722,000 | | |
| 1,624,500 | |
Total Expenses | |
| 6,415,536 | | |
| 6,441,438 | | |
| 21,623,867 | |
Net Investment Income | |
| 14,032,038 | | |
| 13,459,525 | | |
| 41,667,545 | |
| |
| | | |
| | | |
| | |
NET REALIZED AND UNREALIZED GAIN/(LOSS) ON INVESTMENTS: | |
| | | |
| | | |
| | |
Net realized gain/(loss) on: | |
| | | |
| | | |
| | |
Investment securities and unfunded loan commitments | |
| (13,597,726 | ) | |
| (15,868,811 | ) | |
| (49,641,964 | ) |
Foreign currency transactions | |
| – | | |
| – | | |
| (19,382 | ) |
Net realized loss: | |
| (13,597,726 | ) | |
| (15,868,811 | ) | |
| (49,661,346 | ) |
Net change in unrealized appreciation/(depreciation) on: | |
| | | |
| | | |
| | |
Investment securities and unfunded loan commitments | |
| (19,572,848 | ) | |
| (20,193,964 | ) | |
| (63,447,192 | ) |
Translation of assets and liabilities in foreign currency transactions | |
| – | | |
| – | | |
| (747 | ) |
Net change in unrealized appreciation/(depreciation) on investments | |
| (19,572,848 | ) | |
| (20,193,964 | ) | |
| (63,447,939 | ) |
Net Realized and Unrealized Loss on Investments | |
| (33,170,574 | ) | |
| (36,062,775 | ) | |
| (113,109,285 | ) |
| |
| | | |
| | | |
| | |
Net Decrease in Net Assets Attributable to Common Shares from Operations | |
$ | (19,138,536 | ) | |
$ | (22,603,250 | ) | |
$ | (71,441,740 | ) |
See
Notes to Financial Statements.
Annual Report | December
31, 2022 |
69 |
Blackstone
Credit Funds |
Statements
of Changes in Net Assets |
| |
Senior Floating Rate Term Fund | | |
Long-Short Credit Income Fund | | |
Strategic Credit Fund | |
| |
For the Year Ended December 31, 2022 | | |
For the Year Ended December 31, 2021 | | |
For the Year Ended December 31, 2022 | | |
For the Year Ended December 31, 2021 | | |
For the Year Ended December 31, 2022 | | |
For the Year Ended December 31, 2021 | |
FROM OPERATIONS: | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Net investment income(a) | |
$ | 14,032,038 | | |
$ | 13,813,221 | | |
$ | 13,459,525 | | |
$ | 13,497,245 | | |
$ | 41,667,545 | | |
$ | 41,471,880 | |
Net realized gain/(loss) | |
| (13,597,726 | ) | |
| (636,485 | ) | |
| (15,868,811 | ) | |
| 234,539 | | |
| (49,661,346 | ) | |
| (1,950,794 | ) |
Net change in
unrealized appreciation/(depreciation) on Investment securities and unfunded loan commitments | |
| (19,572,848 | ) | |
| 4,608,802 | | |
| (20,193,964 | ) | |
| 2,830,426 | | |
| (63,447,939 | ) | |
| 11,718,069 | |
Net Increase/(Decrease) in Net Assets Attributable to Common Shares from Operations | |
| (19,138,536 | ) | |
| 17,785,538 | | |
| (22,603,250 | ) | |
| 16,562,210 | | |
| (71,441,740 | ) | |
| 51,239,155 | |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
DISTRIBUTIONS TO COMMON SHAREHOLDERS: | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
From distributable earnings | |
| (11,464,793 | ) | |
| (13,362,661 | ) | |
| (11,234,115 | ) | |
| (13,101,880 | ) | |
| (34,748,889 | ) | |
| (39,929,957 | ) |
Net Decrease in Net Assets from Distributions to Common Shareholders | |
| (11,464,793 | ) | |
| (13,362,661 | ) | |
| (11,234,115 | ) | |
| (13,101,880 | ) | |
| (34,748,889 | ) | |
| (39,929,957 | ) |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Proceeds from sale of common shares (net of offering costs) | |
| 32,583 | | |
| – | | |
| – | | |
| – | | |
| – | | |
| – | |
Cost of shares repurchased | |
| (6,727,909 | ) | |
| (451,155 | ) | |
| – | | |
| – | | |
| – | | |
| – | |
Net asset value of common shares issued to shareholders from reinvestment of dividends | |
| 51,564 | | |
| 162,123 | | |
| – | | |
| 7,232 | | |
| – | | |
| – | |
Net Increase/(Decrease) from Capital Share Transactions | |
| (6,643,762 | ) | |
| (289,032 | ) | |
| – | | |
| 7,232 | | |
| – | | |
| – | |
Net Increase/(Decrease) in Net Assets Attributable to Common Shares | |
| (37,247,091 | ) | |
| 4,133,845 | | |
| (33,837,365 | ) | |
| 3,467,562 | | |
| (106,190,629 | ) | |
| 11,309,198 | |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
NET ASSETS ATTRIBUTABLE TO COMMON SHAREHOLDERS: | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Beginning of period | |
| 219,386,873 | | |
| 215,253,028 | | |
| 193,368,117 | | |
| 189,900,555 | | |
| 645,050,319 | | |
| 633,741,121 | |
End of period | |
$ | 182,139,782 | | |
$ | 219,386,873 | | |
$ | 159,530,752 | | |
$ | 193,368,117 | | |
$ | 538,859,690 | | |
$ | 645,050,319 | |
(a) | 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 $1,624,500, respectively, to holders of MRPS
for the fiscal year ended December 31, 2022. For the fiscal year ended December 31, 2021,
the Long-Short Credit Income Fund and the Strategic Credit Fund recorded distributions
of $722,000 and $1,624,500, respectively, to holders of MRPS. See Note 12 for details
on tax characterization of distributions. |
See
Notes to Financial Statements.
70 | www.blackstone-credit.com |
Blackstone
Credit Funds |
Statements
of Cash Flows |
For
the Year Ended December 31, 2022
| |
Senior Floating Rate Term Fund | | |
Long-Short Credit Income Fund | | |
Strategic Credit Fund | |
CASH FLOWS FROM OPERATING ACTIVITIES: | |
| | | |
| | | |
| | |
Net decrease in net assets from operations | |
$ | (19,138,536 | ) | |
$ | (22,603,250 | ) | |
$ | (71,441,740 | ) |
Adjustments to reconcile net decrease in net assets from operations to net cash provided by/(used in) operating activities: | |
| | | |
| | | |
| | |
Purchases of investment securities | |
| (201,598,981 | ) | |
| (257,186,646 | ) | |
| (709,960,726 | ) |
Payment-in-kind interest | |
| (264,520 | ) | |
| (350,885 | ) | |
| (1,119,353 | ) |
Proceeds from disposition of investment securities | |
| 249,842,643 | | |
| 289,251,141 | | |
| 812,156,800 | |
Net discounts (accreted)/premiums amortized | |
| (1,053,113 | ) | |
| (1,160,536 | ) | |
| (3,478,809 | ) |
Net realized (gain)/loss on: | |
| | | |
| | | |
| | |
Investment securities and unfunded loan commitments | |
| 13,597,726 | | |
| 15,868,811 | | |
| 49,641,964 | |
Net change in unrealized (appreciation)/depreciation on: | |
| | | |
| | | |
| | |
Investment securities and unfunded loan commitments | |
| 19,572,848 | | |
| 20,193,964 | | |
| 63,447,192 | |
Net purchase of cash equivalents | |
| (68,993 | ) | |
| – | | |
| 2,394 | |
Amortization of deferred financing costs | |
| – | | |
| 35,887 | | |
| 80,745 | |
(Increase)/Decrease in assets: | |
| | | |
| | | |
| | |
Interest receivable | |
| (418,333 | ) | |
| (912,994 | ) | |
| (2,231,912 | ) |
Net unrealized appreciation on unfunded loan commitments | |
| – | | |
| – | | |
| (288,049 | ) |
Prepaid offering costs | |
| (288,840 | ) | |
| (21,859 | ) | |
| – | |
Receivable for dividend reinvest | |
| 23,504 | | |
| – | | |
| – | |
Prepaid expenses and other assets | |
| 27,935 | | |
| 33,622 | | |
| (45,649 | ) |
Increase/(Decrease) in liabilities: | |
| | | |
| | | |
| | |
Distributions payable on mandatory redeemable preferred shares | |
| – | | |
| (2,713 | ) | |
| (6,106 | ) |
Interest due on loan facility | |
| 624,016 | | |
| 471,171 | | |
| 685,110 | |
Payable to Adviser for offering costs | |
| – | | |
| (68,282 | ) | |
| – | |
Net unrealized depreciation on unfunded loan commitments | |
| 35,723 | | |
| 17,765 | | |
| (6,212 | ) |
Accrued investment advisory fees payable | |
| 97,821 | | |
| (34,618 | ) | |
| (120,395 | ) |
Accrued fund accounting and administration expense | |
| 11,167 | | |
| (18,054 | ) | |
| (195,146 | ) |
Accrued trustees' fees payable | |
| 3,808 | | |
| (2,186 | ) | |
| (6,524 | ) |
Other payables and accrued expenses | |
| 118,795 | | |
| 151,093 | | |
| 287,694 | |
Net Cash Provided by/(Used in) Operating Activities | |
| 61,124,670 | | |
| 43,661,431 | | |
| 137,401,278 | |
| |
| | | |
| | | |
| | |
CASH FLOWS FROM FINANCING ACTIVITIES: | |
| | | |
| | | |
| | |
Proceeds from leverage facility | |
| 8,000,000 | | |
| 24,900,000 | | |
| 90,700,000 | |
Payments on leverage facility | |
| (28,500,000 | ) | |
| (41,000,000 | ) | |
| (145,600,000 | ) |
Cost of shares repurchased | |
| (6,727,909 | ) | |
| – | | |
| – | |
Proceeds from sale of common shares (net of offering costs) | |
| 32,583 | | |
| – | | |
| – | |
Distributions paid - common shareholders - net of distributions reinvested | |
| (13,591,478 | ) | |
| (12,962,440 | ) | |
| (39,661,971 | ) |
Net Cash Used in Financing Activities | |
| (40,786,804 | ) | |
| (29,062,440 | ) | |
| (94,561,971 | ) |
| |
| | | |
| | | |
| | |
Effect of exchange rates on cash | |
| – | | |
| – | | |
| (747 | ) |
| |
| | | |
| | | |
| | |
Net Increase in Cash | |
| 20,337,866 | | |
| 14,598,991 | | |
| 42,838,560 | |
Cash, beginning balance | |
$ | 3,809,796 | | |
$ | 1,528,718 | | |
$ | 7,735,023 | |
Cash, ending balance | |
$ | 24,147,662 | | |
$ | 16,127,709 | | |
$ | 50,573,583 | |
| |
| | | |
| | | |
| | |
Supplemental disclosure of cash flow information: | |
| | | |
| | | |
| | |
Interest paid on leverage facility during the year | |
$ | 2,076,673 | | |
$ | 2,030,590 | | |
$ | 7,449,154 | |
| |
| | | |
| | | |
| | |
Non cash reinvestment on distributions | |
$ | 51,564 | | |
| – | | |
| – | |
See
Notes to Financial Statements.
Annual Report | December
31, 2022 |
71 |
Blackstone Senior Floating
Rate Term Fund |
Financial
Highlights |
For
a Share Outstanding Throughout the Periods Indicated
| |
For the Year Ended December 31,
2022 | | |
For the Year Ended December 31,
2021 | | |
For the Year Ended December 31,
2020 (a) | | |
For the Year Ended December 31,
2019 | |
PER COMMON SHARE OPERATING PERFORMANCE: | |
| | |
| | |
| | |
| |
Net asset value - beginning of period | |
$ | 16.21 | | |
$ | 15.88 | | |
$ | 16.41 | | |
$ | 16.48 | |
INCOME/(LOSS) FROM INVESTMENT OPERATIONS: | |
| | | |
| | | |
| | | |
| | |
Net investment income(b) | |
| 1.04 | | |
| 1.02 | | |
| 1.08 | | |
| 1.31 | |
Net realized and unrealized gain/(loss) on investments, foreign currency transactions and unfunded loan commitments | |
| (2.39 | ) | |
| 0.30 | | |
| (0.72 | ) | |
| (0.06 | ) |
Total Income/(Loss) from Investment Operations | |
| (1.35 | ) | |
| 1.32 | | |
| 0.36 | | |
| 1.25 | |
| |
| | | |
| | | |
| | | |
| | |
DISTRIBUTIONS TO COMMON SHAREHOLDERS: | |
| | | |
| | | |
| | | |
| | |
From net investment income | |
| (0.86 | ) | |
| (0.99 | ) | |
| (1.09 | ) | |
| (1.32 | ) |
Total Distributions to Common Shareholders | |
| (0.86 | ) | |
| (0.99 | ) | |
| (1.09 | ) | |
| (1.32 | ) |
| |
| | | |
| | | |
| | | |
| | |
CAPITAL SHARE TRANSACTIONS: | |
| | | |
| | | |
| | | |
| | |
Accretion to net asset value resulting from share repurchases | |
| – | | |
| – | | |
| 0.20 | | |
| – | |
Total Capital Share Transactions | |
| – | | |
| – | | |
| 0.20 | | |
| – | |
Net asset value per common share - end of period | |
$ | 14.00 | | |
$ | 16.21 | | |
$ | 15.88 | | |
$ | 16.41 | |
Market price per common share - end of period | |
$ | 12.43 | | |
$ | 17.17 | | |
$ | 14.22 | | |
$ | 16.15 | |
| |
| | | |
| | | |
| | | |
| | |
Total Investment Return - Net Asset Value(c) | |
| (8.01 | %) | |
| 8.57 | % | |
| 4.98 | % | |
| 7.92 | % |
Total Investment Return - Market Price(c) | |
| (22.89 | %) | |
| 28.43 | % | |
| (4.48 | %) | |
| 14.17 | % |
| |
| | | |
| | | |
| | | |
| | |
RATIOS AND SUPPLEMENTAL DATA: | |
| | | |
| | | |
| | | |
| | |
Net assets attributable to common shares, end of period (000s) | |
$ | 182,140 | | |
$ | 219,387 | | |
$ | 215,253 | | |
$ | 250,848 | |
Ratio of expenses to average net assets attributable to common shares | |
| 3.18 | % | |
| 2.36 | % | |
| 2.75 | % | |
| 3.54 | % |
Ratio of expenses to average managed assets(d) | |
| 2.16 | % | |
| 1.60 | % | |
| 1.87 | % | |
| 2.37 | % |
Ratio of net investment income to average net assets attributable to common shares | |
| 6.95 | % | |
| 6.23 | % | |
| 7.19 | % | |
| 7.82 | % |
Portfolio turnover rate | |
| 75 | % | |
| 97 | % | |
| 76 | % | |
| 40 | % |
| |
| | | |
| | | |
| | | |
| | |
LEVERAGE FACILITY: | |
| | | |
| | | |
| | | |
| | |
Aggregate principal amount, end of period (000s) | |
$ | 85,000 | | |
$ | 105,500 | | |
$ | 100,000 | | |
$ | 123,500 | |
Average borrowings outstanding during the period (000s) | |
$ | 94,819 | | |
$ | 105,974 | | |
$ | 104,521 | | |
$ | 125,408 | |
Asset coverage, end of period per $1,000(e) | |
$ | 3,143 | | |
$ | 3,079 | | |
$ | 3,153 | | |
$ | 3,031 | |
See
Notes to Financial Statements.
72 |
www.blackstone-credit.com |
Blackstone Senior Floating
Rate Term Fund |
Financial
Highlights |
For
a Share Outstanding Throughout the Periods Indicated
| |
For the Year Ended December 31,
2018 | | |
For the Year Ended December 31,
2017 | | |
For the Year Ended December 31,
2016 | | |
For the Year Ended December 31,
2015 | |
PER COMMON SHARE OPERATING PERFORMANCE: | |
| | |
| | |
| | |
| |
Net asset value - beginning of period | |
$ | 17.57 | | |
$ | 17.61 | | |
$ | 15.96 | | |
$ | 18.08 | |
INCOME/(LOSS) FROM INVESTMENT OPERATIONS: | |
| | | |
| | | |
| | | |
| | |
Net investment income(b) | |
| 1.32 | | |
| 1.26 | | |
| 1.24 | | |
| 1.22 | |
Net realized and unrealized gain/(loss) on investments, foreign currency transactions and unfunded loan commitments | |
| (1.00 | ) | |
| (0.14 | ) | |
| 1.57 | | |
| (2.17 | ) |
Total Income/(Loss) from Investment Operations | |
| 0.32 | | |
| 1.12 | | |
| 2.81 | | |
| (0.95 | ) |
| |
| | | |
| | | |
| | | |
| | |
DISTRIBUTIONS TO COMMON SHAREHOLDERS: | |
| | | |
| | | |
| | | |
| | |
From net investment income | |
| (1.41 | ) | |
| (1.16 | ) | |
| (1.16 | ) | |
| (1.17 | ) |
Total Distributions to Common Shareholders | |
| (1.41 | ) | |
| (1.16 | ) | |
| (1.16 | ) | |
| (1.17 | ) |
| |
| | | |
| | | |
| | | |
| | |
CAPITAL SHARE TRANSACTIONS: | |
| | | |
| | | |
| | | |
| | |
Accretion to net asset value resulting from share repurchases | |
| – | | |
| – | | |
| – | | |
| – | |
Total Capital Share Transactions | |
| – | | |
| – | | |
| – | | |
| – | |
Net asset value per common share - end of period | |
$ | 16.48 | | |
$ | 17.57 | | |
$ | 17.61 | | |
$ | 15.96 | |
Market price per common share - end of period | |
$ | 15.33 | | |
$ | 18.00 | | |
$ | 18.08 | | |
$ | 14.85 | |
| |
| | | |
| | | |
| | | |
| | |
Total Investment Return - Net Asset Value(c) | |
| 1.88 | % | |
| 6.67 | % | |
| 18.44 | % | |
| (5.19 | %) |
Total Investment Return - Market Price(c) | |
| (7.49 | %) | |
| 6.44 | % | |
| 30.70 | % | |
| (4.72 | %) |
| |
| | | |
| | | |
| | | |
| | |
RATIOS AND SUPPLEMENTAL DATA: | |
| | | |
| | | |
| | | |
| | |
Net assets attributable to common shares, end of period (000s) | |
$ | 251,645 | | |
$ | 267,903 | | |
$ | 268,153 | | |
$ | 242,874 | |
Ratio of expenses to average net assets attributable to common shares | |
| 3.35 | % | |
| 3.01 | % | |
| 2.59 | % | |
| 2.48 | % |
Ratio of expenses to average managed assets(d) | |
| 2.25 | % | |
| 2.02 | % | |
| 1.74 | % | |
| 1.67 | % |
Ratio of net investment income to average net assets attributable to common shares | |
| 7.49 | % | |
| 7.11 | % | |
| 7.48 | % | |
| 6.84 | % |
Portfolio turnover rate | |
| 88 | % | |
| 135 | % | |
| 99 | % | |
| 65 | % |
| |
| | | |
| | | |
| | | |
| | |
LEVERAGE FACILITY: | |
| | | |
| | | |
| | | |
| | |
Aggregate principal amount, end of period (000s) | |
$ | 124,000 | | |
$ | 132,000 | | |
$ | 131,000 | | |
$ | 119,500 | |
Average borrowings outstanding during the period (000s) | |
$ | 132,067 | | |
$ | 132,323 | | |
$ | 122,782 | | |
$ | 132,372 | |
Asset coverage, end of period per $1,000(e) | |
$ | 3,029 | | |
$ | 3,030 | | |
$ | 3,047 | | |
$ | 3,032 | |
See
Notes to Financial Statements.
Annual Report | December
31, 2022 |
73 |
Blackstone
Senior Floating Rate Term Fund |
Financial
Highlights |
For
a Share Outstanding Throughout the Periods Indicated
| |
For the Year Ended December 31,
2014 | | |
For the Year Ended December 31,
2013 | |
PER COMMON SHARE OPERATING PERFORMANCE: | |
| | |
| |
Net asset value - beginning of period | |
$ | 19.27 | | |
$ | 19.31 | |
INCOME/(LOSS) FROM INVESTMENT OPERATIONS: | |
| | | |
| | |
Net investment income(b) | |
| 0.92 | | |
| 1.17 | |
Net realized and unrealized gain/(loss) on investments, foreign currency transactions and unfunded loan commitments | |
| (0.84 | ) | |
| 0.08 | |
DISTRIBUTIONS TO PREFERRED SHAREHOLDERS: | |
| | | |
| | |
From net investment income(b) | |
| (0.06 | ) | |
| (0.08 | ) |
From net realized gains | |
| – | | |
| – | |
Total Income from Investment Operations | |
| 0.02 | | |
| 1.17 | |
| |
| | | |
| | |
DISTRIBUTIONS TO COMMON SHAREHOLDERS: | |
| | | |
| | |
From net investment income | |
| (0.86 | ) | |
| (1.06 | ) |
From net realized gains | |
| (0.08 | ) | |
| (0.15 | ) |
From tax return of capital | |
| (0.27 | ) | |
| – | |
Total Distributions to Common Shareholders | |
| (1.21 | ) | |
| (1.21 | ) |
| |
| | | |
| | |
Net asset value per common share - end of period | |
$ | 18.08 | | |
$ | 19.27 | |
Market price per common share - end of period | |
$ | 16.74 | | |
$ | 18.85 | |
| |
| | | |
| | |
Total Investment Return - Net Asset Value(c) | |
| 0.38 | % | |
| 6.27 | % |
Total Investment Return - Market Price(c) | |
| (4.99 | %) | |
| (1.26 | %) |
| |
| | | |
| | |
RATIOS AND SUPPLEMENTAL DATA: | |
| | | |
| | |
Net assets attributable to common shares, end of period (000s) | |
$ | 275,201 | | |
$ | 293,242 | |
Ratio of expenses to average net assets attributable to common shares | |
| 3.02 | %(f) | |
| 2.73 | %(f) |
Ratio of expenses to average managed assets(d) | |
| 2.02 | %(f) | |
| 1.83 | %(f) |
Ratio of net investment income to average net assets attributable to common shares | |
| 4.88 | %(f) | |
| 6.02 | %(f) |
Portfolio turnover rate | |
| 66 | % | |
| 85 | % |
| |
| | | |
| | |
TERM PREFERRED SHARES: | |
| | | |
| | |
Liquidation value, end of period, including dividends payable on Term Preferred Shares (000s) | |
$ | N/A | (g) | |
$ | 48,100 | |
Total shares outstanding (000s) | |
| – | | |
| 48 | |
Asset coverage per share | |
$ | N/A | (g) | |
$ | 3,035 | (h) |
Liquidation preference per share | |
$ | N/A | (g) | |
$ | 1,000 | |
| |
| | | |
| | |
SENIOR SECURED NOTES: | |
| | | |
| | |
Aggregate principal amount, end of period (000s) | |
$ | – | (i) | |
$ | 96,000 | |
Average borrowings outstanding during the period (000s) | |
$ | 96,000 | (i) | |
$ | 96,000 | |
Asset coverage, end of period per $1,000 | |
| N/A | (i) | |
$ | 4,556 | (j) |
| |
| | | |
| | |
LEVERAGE FACILITY: | |
| | | |
| | |
Aggregate principal amount, end of period (000s) | |
$ | 133,000 | | |
$ | N/A | |
Average borrowings outstanding during the period (000s) | |
$ | 137,412 | (k) | |
$ | N/A | |
Asset coverage, end of period per $1,000(e) | |
$ | 3,069 | | |
$ | N/A | |
| (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. |
See
Notes to Financial Statements.
74 |
www.blackstone-credit.com |
Blackstone
Senior Floating Rate Term Fund |
Financial
Highlights |
For
a Share Outstanding Throughout the Periods Indicated
| (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. |
| (f) | Ratios
do not reflect dividend payments to preferred shareholders. |
| (g) | On
October 8, 2014, BSL redeemed 100% of the term preferred shares at 100% of their liquidation
preference. |
| (h) | Calculated
by subtracting the Fund's total liabilities (excluding Term Preferred Shares and Senior
Secured Notes) from the Fund's total assets and dividing by the sum of the Term Preferred
Shares and the Senior Secured Notes and then multiplying by $1,000. |
| (i) | On
October 8, 2014, BSL redeemed 100% of the senior secured notes at 100% of their principal
amount and entered into a new 364-day revolving credit facility. Average borrowings are
shown for the period January 1, 2014 through the redemption date. |
| (j) | Calculated
by subtracting the Fund's total liabilities (excluding Term Preferred Shares and Senior
Secured Notes) from the Fund's total assets and dividing by the principal amount of Senior
Secured Notes and then multiplying by $1,000. |
| (k) | Since
first borrowing was made on October 8, 2014. |
See
Notes to Financial Statements.
Annual Report | December
31, 2022 |
75 |
Blackstone
Long-Short Credit Income Fund |
Financial
Highlights |
For
a Share Outstanding Throughout the Periods Indicated
| |
For the Year Ended December 31,
2022 | | |
For the Year Ended December 31,
2021 | | |
For the Year Ended December 31,
2020 (a) | | |
For the Year Ended December 31,
2019 | |
PER COMMON SHARE OPERATING PERFORMANCE: |
Net asset value - beginning of period | |
$ | 15.22 | | |
$ | 14.94 | | |
$ | 15.74 | | |
$ | 15.62 | |
INCOME/(LOSS) FROM INVESTMENT OPERATIONS: | |
| | | |
| | | |
| | | |
| | |
Net investment income(b)(c) | |
| 1.06 | | |
| 1.06 | | |
| 1.18 | | |
| 1.46 | |
Net realized and unrealized gain/(loss) on investments, foreign currency transactions and unfunded loan commitments | |
| (2.85 | ) | |
| 0.25 | | |
| (0.79 | ) | |
| 0.12 | |
Total Income/(Loss) from Investment Operations | |
| (1.79 | ) | |
| 1.31 | | |
| 0.39 | | |
| 1.58 | |
| |
| | | |
| | | |
| | | |
| | |
DISTRIBUTIONS TO COMMON SHAREHOLDERS: |
From net investment income | |
| (0.88 | ) | |
| (1.03 | ) | |
| (1.19 | ) | |
| (1.46 | ) |
Total Distributions to Common Shareholders | |
| (0.88 | ) | |
| (1.03 | ) | |
| (1.19 | ) | |
| (1.46 | ) |
| |
| | | |
| | | |
| | | |
| | |
Net asset value per common share - end of period | |
$ | 12.55 | | |
$ | 15.22 | | |
$ | 14.94 | | |
$ | 15.74 | |
Market price per common share - end of period | |
$ | 10.84 | | |
$ | 14.70 | | |
$ | 13.42 | | |
$ | 15.64 | |
| |
| | | |
| | | |
| | | |
| | |
Total Investment Return - Net Asset Value(d) | |
| (11.19 | %) | |
| 9.26 | % | |
| 4.41 | % | |
| 10.73 | % |
Total Investment Return - Market Price(d) | |
| (20.58 | %) | |
| 17.48 | % | |
| (5.62 | %) | |
| 25.08 | % |
| |
| | | |
| | | |
| | | |
| | |
RATIOS AND SUPPLEMENTAL DATA: | |
| | | |
| | | |
| | | |
| | |
Net assets attributable to common shares, end of period (000s) | |
$ | 159,531 | | |
$ | 193,368 | | |
$ | 189,901 | | |
$ | 199,982 | |
Ratio of expenses to average net assets attributable to common shares | |
| 3.67 | % | |
| 2.69 | % | |
| 3.08 | % | |
| 3.85 | % |
Ratio of expenses to average managed assets(e) | |
| 2.24 | % | |
| 1.67 | % | |
| 1.89 | % | |
| 2.36 | % |
Ratio of net investment income to average net assets attributable to common shares | |
| 7.68 | % | |
| 6.89 | % | |
| 8.28 | % | |
| 9.15 | % |
Portfolio turnover rate | |
| 94 | % | |
| 90 | % | |
| 77 | % | |
| 40 | % |
| |
| | | |
| | | |
| | | |
| | |
MANDATORY REDEEMABLE PREFERRED SHARES: | |
| | | |
| | | |
| | | |
| | |
Liquidation value, end of period, including dividends payable on Mandatory
Redeemable Preferred Shares (000s) | |
$ | 20,125 | | |
$ | 20,128 | | |
$ | 20,128 | | |
$ | 20,128 | |
Total shares outstanding (000s) | |
| 20 | | |
| 20 | | |
| 20 | | |
| 20 | |
Asset coverage, end of period per $1,000(f) | |
$ | 2,550 | | |
$ | 2,626 | | |
$ | 2,638 | | |
$ | 2,562 | |
Liquidation preference per share | |
$ | 1,000 | | |
$ | 1,000 | | |
$ | 1,000 | | |
$ | 1,000 | |
| |
| | | |
| | | |
| | | |
| | |
LEVERAGE FACILITY: | |
| | | |
| | | |
| | | |
| | |
Aggregate principal amount, end of period (000s) | |
$ | 82,800 | | |
$ | 98,900 | | |
$ | 95,900 | | |
$ | 108,000 | |
Average borrowings outstanding during the period (000s) | |
$ | 92,127 | | |
$ | 100,347 | | |
$ | 93,946 | | |
$ | 109,385 | |
Asset coverage, end of period per $1,000(g) | |
$ | 3,170 | | |
$ | 3,157 | | |
$ | 3,189 | | |
$ | 3,037 | |
See
Notes to Financial Statements.
76 | www.blackstone-credit.com |
Blackstone
Long-Short Credit Income Fund |
Financial
Highlights |
For
a Share Outstanding Throughout the Periods Indicated
| |
For the Year Ended December 31,
2018 | | |
For the Year Ended December 31,
2017 | | |
For the Year Ended December 31,
2016 | | |
For the Year Ended December 31,
2015 | |
PER COMMON SHARE OPERATING PERFORMANCE: |
Net asset value - beginning of period | |
$ | 17.09 | | |
$ | 16.94 | | |
$ | 15.37 | | |
$ | 17.82 | |
INCOME/(LOSS) FROM INVESTMENT OPERATIONS: |
Net investment income(b)(c) | |
| 1.46 | | |
| 1.34 | | |
| 1.40 | | |
| 1.48 | |
Net realized and unrealized gain/(loss) on investments, foreign currency transactions and unfunded loan commitments | |
| (1.32 | ) | |
| 0.05 | | |
| 1.60 | | |
| (2.66 | ) |
Total Income/(Loss) from Investment Operations | |
| 0.14 | | |
| 1.39 | | |
| 3.00 | | |
| (1.18 | ) |
| |
| | | |
| | | |
| | | |
| | |
DISTRIBUTIONS TO COMMON SHAREHOLDERS: |
From net investment income | |
| (1.61 | ) | |
| (1.24 | ) | |
| (1.43 | ) | |
| (1.27 | ) |
Total Distributions to Common Shareholders | |
| (1.61 | ) | |
| (1.24 | ) | |
| (1.43 | ) | |
| (1.27 | ) |
| |
| | | |
| | | |
| | | |
| | |
Net asset value per common share - end of period | |
$ | 15.62 | | |
$ | 17.09 | | |
$ | 16.94 | | |
$ | 15.37 | |
Market price per common share - end of period | |
$ | 13.74 | | |
$ | 15.92 | | |
$ | 15.92 | | |
$ | 13.48 | |
| |
| | | |
| | | |
| | | |
| | |
Total Investment Return - Net Asset Value(d) | |
| 1.25 | % | |
| 8.85 | % | |
| 21.21 | % | |
| (6.04 | %) |
Total Investment Return - Market Price(d) | |
| (4.40 | %) | |
| 7.90 | % | |
| 29.89 | % | |
| (5.44 | %) |
| |
| | | |
| | | |
| | | |
| | |
RATIOS AND SUPPLEMENTAL DATA: |
Net assets attributable to common shares, end of period (000s) | |
$ | 198,399 | | |
$ | 217,067 | | |
$ | 215,236 | | |
$ | 195,204 | |
Ratio of expenses to average net assets attributable to common shares | |
| 3.73 | % | |
| 3.03 | % | |
| 2.58 | % | |
| 2.07 | % |
Ratio of expenses to average managed assets(e) | |
| 2.31 | % | |
| 1.93 | % | |
| 1.73 | % | |
| 1.43 | % |
Ratio of net investment income to average net assets attributable to common shares | |
| 8.52 | % | |
| 7.82 | % | |
| 8.67 | % | |
| 8.45 | % |
Portfolio turnover rate | |
| 75 | % | |
| 126 | % | |
| 103 | % | |
| 72 | % |
| |
| | | |
| | | |
| | | |
| | |
MANDATORY REDEEMABLE PREFERRED SHARES: |
Liquidation value, end of period, including dividends payable on Mandatory
Redeemable Preferred Shares (000s) | |
$ | 20,122 | | |
$ | 20,121 | | |
$ | 20,125 | | |
$ | N/A | |
Total shares outstanding (000s) | |
| 20 | | |
| 20 | | |
| 20 | | |
| – | |
Asset coverage, end of period per $1,000(f) | |
$ | 2,556 | | |
$ | 2,644 | | |
$ | 2,905 | | |
$ | N/A | |
Liquidation preference per share | |
$ | 1,000 | | |
$ | 1,000 | | |
$ | 1,000 | | |
$ | N/A | |
| |
| | | |
| | | |
| | | |
| | |
LEVERAGE FACILITY: |
Aggregate principal amount, end of period (000s) | |
$ | 107,500 | | |
$ | 112,000 | | |
$ | 93,000 | | |
$ | 96,000 | |
Average borrowings outstanding during the period (000s) | |
$ | 115,392 | | |
$ | 105,633 | | |
$ | 93,684 | | |
$ | 100,261 | |
Asset coverage, end of period per $1,000(g) | |
$ | 3,032 | | |
$ | 3,117 | | |
$ | 3,314 | | |
$ | 3,033 | |
See
Notes to Financial Statements.
Annual Report | December
31, 2022 |
77 |
Blackstone
Long-Short Credit Income Fund |
Financial
Highlights |
For a Share Outstanding Throughout the Periods Indicated
| |
For the Year Ended December 31, 2014 | | |
For the Year Ended December 31, 2013 | |
PER COMMON SHARE OPERATING PERFORMANCE: |
Net asset value - beginning of period | |
$ | 19.11 | | |
$ | 18.97 | |
INCOME/(LOSS) FROM INVESTMENT OPERATIONS: |
Net investment income(b)(c) | |
| 0.94 | | |
| 1.13 | |
Net realized and unrealized gain/(loss) on investments, foreign currency transactions and unfunded loan commitments | |
| (1.03 | ) | |
| 0.36 | |
Total Income/(Loss) from Investment Operations | |
| (0.09 | ) | |
| 1.49 | |
| |
| | | |
| | |
DISTRIBUTIONS TO COMMON SHAREHOLDERS: |
From net investment income | |
| (0.96 | ) | |
| (1.23 | ) |
From net realized gains | |
| (0.06 | ) | |
| (0.12 | ) |
From tax return of capital | |
| (0.18 | ) | |
| – | |
Total Distributions to Common Shareholders | |
| (1.20 | ) | |
| (1.35 | ) |
| |
| | | |
| | |
Net asset value per common share - end of period | |
$ | 17.82 | | |
$ | 19.11 | |
Market price per common share - end of period | |
$ | 15.53 | | |
$ | 17.87 | |
| |
| | | |
| | |
Total Investment Return - Net Asset Value(d) | |
| (0.06 | %) | |
| 8.34 | % |
Total Investment Return - Market Price(d) | |
| (6.86 | %) | |
| 2.50 | % |
| |
| | | |
| | |
RATIOS AND SUPPLEMENTAL DATA: |
Net assets attributable to common shares, end of period (000s) | |
$ | 226,316 | | |
$ | 242,699 | |
Ratio of expenses to average net assets attributable to common shares | |
| 1.85 | % | |
| 1.83 | % |
Ratio of expenses to average managed assets(e) | |
| 1.66 | % | |
| N/A | |
Ratio of net investment income to average net assets attributable to common shares | |
| 4.99 | % | |
| 5.94 | % |
Portfolio turnover rate | |
| 66 | % | |
| 80 | % |
| |
| | | |
| | |
LEVERAGE FACILITY: |
Aggregate principal amount, end of period (000s) | |
$ | 73,000 | | |
$ | N/A | |
Average borrowings outstanding during the period (000s) | |
$ | 66,827 | (h) | |
$ | N/A | |
Asset coverage, end of period per $1,000(g) | |
$ | 4,100 | | |
$ | N/A | |
(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. |
(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. |
(h) | Since
first borrowing was made on July 29, 2014. |
See
Notes to Financial Statements.
78 | www.blackstone-credit.com |
Blackstone
Strategic Credit Fund |
Financial
Highlights |
For
a Share Outstanding Throughout the Periods Indicated
| |
For the Year Ended December 31,
2022 | | |
For the Year Ended December 31,
2021 | | |
For
the Year Ended December 31,
2020 (a) | | |
For the Year Ended December 31,
2019 | | |
For the Year Ended December 31,
2018 | |
PER COMMON SHARE OPERATING PERFORMANCE: |
Net asset value - beginning of period | |
$ | 14.44 | | |
$ | 14.19 | | |
$ | 15.25 | | |
$ | 15.30 | | |
$ | 16.89 | |
INCOME/(LOSS) FROM INVESTMENT OPERATIONS: |
Net investment income(b)(c) | |
| 0.93 | | |
| 0.93 | | |
| 1.08 | | |
| 1.35 | | |
| 1.38 | |
Net realized and unrealized gain/(loss) on investments, foreign currency transactions and unfunded loan commitments | |
| (2.53 | ) | |
| 0.21 | | |
| (1.04 | ) | |
| (0.06 | ) | |
| (1.46 | ) |
Total Income/(Loss) from Investment Operations | |
| (1.60 | ) | |
| 1.14 | | |
| 0.04 | | |
| 1.29 | | |
| (0.08 | ) |
| |
| | | |
| | | |
| | | |
| | | |
| | |
DISTRIBUTIONS TO COMMON SHAREHOLDERS: |
From net investment income | |
| (0.78 | ) | |
| (0.89 | ) | |
| (1.10 | ) | |
| (1.34 | ) | |
| (1.51 | ) |
Total Distributions to Common Shareholders | |
| (0.78 | ) | |
| (0.89 | ) | |
| (1.10 | ) | |
| (1.34 | ) | |
| (1.51 | ) |
| |
| | | |
| | | |
| | | |
| | | |
| | |
Net asset value per common share - end of period | |
$ | 12.06 | | |
$ | 14.44 | | |
$ | 14.19 | | |
$ | 15.25 | | |
$ | 15.30 | |
Market price per common share - end of period | |
$ | 10.58 | | |
$ | 13.49 | | |
$ | 12.48 | | |
$ | 14.38 | | |
$ | 13.47 | |
| |
| | | |
| | | |
| | | |
| | | |
| | |
Total Investment Return - Net Asset Value(d) | |
| (10.68 | %) | |
| 8.60 | % | |
| 2.03 | % | |
| 9.29 | % | |
| (0.02 | %) |
Total Investment Return - Market Price(d) | |
| (16.13 | %) | |
| 15.36 | % | |
| (4.83 | %) | |
| 17.05 | % | |
| (5.37 | %) |
| |
| | | |
| | | |
| | | |
| | | |
| | |
RATIOS AND SUPPLEMENTAL DATA: |
Net assets attributable to common shares, end of period (000s) | |
$ | 538,860 | | |
$ | 645,050 | | |
$ | 633,741 | | |
$ | 681,312 | | |
$ | 683,578 | |
Ratio of expenses to average net assets attributable to common shares | |
| 3.67 | % | |
| 2.78 | % | |
| 3.15 | % | |
| 3.97 | % | |
| 3.72 | % |
Ratio of expenses to average managed assets(e) | |
| 2.32 | % | |
| 1.77 | % | |
| 2.00 | % | |
| 2.50 | % | |
| 2.36 | % |
Ratio of net investment income to average net assets attributable to common shares | |
| 7.08 | % | |
| 6.36 | % | |
| 7.90 | % | |
| 8.68 | % | |
| 8.20 | % |
Portfolio turnover rate | |
| 81 | % | |
| 101 | % | |
| 77 | % | |
| 40 | % | |
| 76 | % |
| |
| | | |
| | | |
| | | |
| | | |
| | |
MANDATORY REDEEMABLE PREFERRED SHARES: |
Liquidation value, end of period, including dividends payable on Mandatory Redeemable Preferred Shares (000s) | |
$ | 45,281 | | |
$ | 45,287 | | |
$ | 45,287 | | |
$ | 45,287 | | |
$ | 45,274 | |
Total shares outstanding (000s) | |
| 45 | | |
| 45 | | |
| 45 | | |
| 45 | | |
| 45 | |
Asset coverage, end of period per $1,000(f) | |
$ | 2,715 | | |
$ | 2,749 | | |
$ | 2,790 | | |
$ | 2,697 | | |
$ | 2,682 | |
Liquidation preference per share | |
$ | 1,000 | | |
$ | 1,000 | | |
$ | 1,000 | | |
$ | 1,000 | | |
$ | 1,000 | |
| |
| | | |
| | | |
| | | |
| | | |
| | |
LEVERAGE FACILITY: |
Aggregate principal amount, end of period (000s) | |
$ | 268,900 | | |
$ | 323,800 | | |
$ | 309,100 | | |
$ | 356,500 | | |
$ | 361,500 | |
Average borrowings outstanding during the period (000s) | |
$ | 300,105 | | |
$ | 325,709 | | |
$ | 306,661 | | |
$ | 363,945 | | |
$ | 387,479 | |
Asset coverage, end of period per $1,000(g) | |
$ | 3,172 | | |
$ | 3,131 | | |
$ | 3,196 | | |
$ | 3,037 | | |
$ | 3,015 | |
(a) | Prior
to December 10, 2020 the Blackstone Strategic Credit Fund was known as the 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. |
See
Notes to Financial Statements.
Annual Report | December
31, 2022 |
79 |
Blackstone
Strategic Credit Fund |
Financial
Highlights |
For
a Share Outstanding Throughout the Periods Indicated
(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. |
(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.
80 | www.blackstone-credit.com |
Blackstone
Credit Funds |
Notes
to Financial Statements |
December
31, 2022
NOTE
1. ORGANIZATION
Blackstone
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 (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
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.
On
January 26, 2022, the Securities and Exchange Commission (the "SEC") declared effective a registration statement filed
under the “shelf” registration process for BSL. Pursuant to the shelf registration, BSL 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 BSL designates from time to time, directly to purchasers, through at-the-market ("ATM")
offerings or through a combination of these methods. On February 1, 2022, BSL launched an ATM offering to sell up to $50,000,000
aggregate amount of its common shares. During the year ended December 31, 2022, BSL sold 2,004 common shares totaling $32,583,
net of offering costs of $87, pursuant to this shelf registration.
Blackstone
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. On July 30,
2021, the SEC declared effective an updated shelf registration statement and BGX filed an updated prospectus supplement with respect
to the ATM offering on August 19, 2021. As of December 31, 2022, BGX has not yet sold any shares pursuant to this shelf registration.
Blackstone
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.
Annual Report | December
31, 2022 |
81 |
Blackstone
Credit Funds |
Notes
to Financial Statements |
December
31, 2022
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.
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 in Note 3) 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 in Note 3) 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.
NOTE
2. SIGNIFICANT ACCOUNTING POLICIES
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.
On
December 3, 2020, the SEC adopted a new rule under the 1940 Act regarding fair value determinations that permits a fund’s
board to delegate such determinations to the fund’s adviser, subject to certain conditions (“Rule 2a-5”). Rule
2a-5 became effective as of March 8, 2021, and the mandatory
compliance date was September 8, 2022. In accordance with Rule 2a-5, the Board has designated the Adviser as the valuation designee
to perform fair value determinations related to each Fund’s investments, subject to the Board’s oversight and periodic
reporting requirements.
82 | www.blackstone-credit.com |
Blackstone Credit Funds |
Notes
to Financial Statements |
December
31, 2022
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 Adviser as valuation designee 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.
The
following tables summarize valuation of the Funds’ investments under the fair value hierarchy levels as of December 31,
2022:
Blackstone
Senior Floating Rate Term Fund
Investments in Securities at Value* | |
Level 1 - Quoted Prices | | |
Level 2 - Significant Observable Inputs | | |
Level 3 - Significant Unobservable Inputs | | |
Total | |
Floating Rate Loan Interests | |
| | | |
| | | |
| | | |
| | |
Commercial Services & Supplies | |
$ | – | | |
$ | 6,809,922 | | |
$ | 1,621,312 | | |
$ | 8,431,234 | |
Diversified Consumer Services | |
| – | | |
| 9,759,551 | | |
| 485,413 | | |
| 10,244,964 | |
Diversified Financial Services | |
| – | | |
| 6,869,963 | | |
| 156,213 | | |
| 7,026,176 | |
Entertainment | |
| – | | |
| 3,828,419 | | |
| 825,647 | | |
| 4,654,066 | |
Health Care Equipment & Supplies | |
| – | | |
| 7,704,393 | | |
| 119,094 | | |
| 7,823,487 | |
Health Care Providers & Services | |
| – | | |
| 22,390,271 | | |
| 914,156 | | |
| 23,304,427 | |
Professional Services | |
| – | | |
| 11,823,488 | | |
| 2,955,566 | | |
| 14,779,054 | |
Software | |
| – | | |
| 23,000,589 | | |
| 711,739 | | |
| 23,712,328 | |
Other | |
| – | | |
| 135,659,879 | | |
| – | | |
| 135,659,879 | |
Collateralized Loan Obligation Securities Diversified Financial Services | |
| – | | |
| – | | |
| 13,629,173 | | |
| 13,629,173 | |
Corporate Bonds | |
| – | | |
| 13,754,914 | | |
| – | | |
| 13,754,914 | |
Common Stock | |
| – | | |
| 832,650 | | |
| – | | |
| 832,650 | |
Sovereign Debt Obligations | |
| – | | |
| 69,778 | | |
| – | | |
| 69,778 | |
Total | |
$ | – | | |
$ | 242,503,817 | | |
$ | 21,418,313 | | |
$ | 263,922,130 | |
| |
| | | |
| | | |
| | | |
| | |
Other Financial Instruments | |
| | | |
| | | |
| | | |
| | |
Liabilities | |
| | | |
| | | |
| | | |
| | |
Net Unrealized Depreciation on Unfunded Loan Commitments | |
| – | | |
| (37,918 | ) | |
| – | | |
| (37,918 | ) |
Total | |
| – | | |
| (37,918 | ) | |
| – | | |
| (37,918 | ) |
Annual Report | December
31, 2022 |
83 |
Blackstone Credit Funds |
Notes
to Financial Statements |
December 31, 2022
Blackstone
Long-Short Credit Income Fund
Investments in Securities at Value* | |
Level 1 - Quoted Prices | | |
Level 2 - Significant Observable Inputs | | |
Level 3 - Significant Unobservable Inputs | | |
Total | |
Floating Rate Loan Interests | |
| | | |
| | | |
| | | |
| | |
Commercial Services & Supplies | |
$ | – | | |
$ | 6,743,314 | | |
$ | 1,426,187 | | |
$ | 8,169,501 | |
Diversified Consumer Services | |
| – | | |
| 6,802,884 | | |
| 428,528 | | |
| 7,231,412 | |
Diversified Financial Services | |
| – | | |
| 7,238,658 | | |
| 127,811 | | |
| 7,366,469 | |
Entertainment | |
| – | | |
| 2,746,246 | | |
| 729,813 | | |
| 3,476,059 | |
Health Care Equipment & Supplies | |
| – | | |
| 6,646,924 | | |
| 91,548 | | |
| 6,738,472 | |
Health Care Providers & Services | |
| – | | |
| 16,980,351 | | |
| 808,049 | | |
| 17,788,400 | |
Professional Services | |
| – | | |
| 9,241,604 | | |
| 2,434,007 | | |
| 11,675,611 | |
Software | |
| – | | |
| 19,394,365 | | |
| 694,792 | | |
| 20,089,157 | |
Other | |
| – | | |
| 111,282,975 | | |
| – | | |
| 111,282,975 | |
Collateralized Loan Obligation Securities Diversified Financial Services | |
| – | | |
| – | | |
| 15,402,183 | | |
| 15,402,183 | |
Corporate Bonds | |
| – | | |
| 50,728,419 | | |
| – | | |
| 50,728,419 | |
Common Stock | |
| – | | |
| 1,141,065 | | |
| – | | |
| 1,141,065 | |
Total | |
$ | – | | |
$ | 238,946,805 | | |
$ | 22,142,918 | | |
$ | 261,089,723 | |
| |
| | | |
| | | |
| | | |
| | |
Other Financial Instruments | |
| | | |
| | | |
| | | |
| | |
Liabilities | |
| | | |
| | | |
| | | |
| | |
Net Unrealized Depreciation on Unfunded Loan Commitments | |
| – | | |
| (19,718 | ) | |
| – | | |
| (19,718 | ) |
Total | |
| – | | |
| (19,718 | ) | |
| – | | |
| (19,718 | ) |
Blackstone
Strategic Credit Fund
Investments in Securities at Value* | |
Level 1 - Quoted Prices | | |
Level 2 - Significant Observable Inputs | | |
Level 3 - Significant Unobservable Inputs | | |
Total | |
Floating Rate Loan Interests | |
| | | |
| | | |
| | | |
| | |
Commercial Services & Supplies | |
$ | – | | |
$ | 26,055,351 | | |
$ | 4,739,212 | | |
$ | 30,794,563 | |
Diversified Consumer Services | |
| – | | |
| 26,571,202 | | |
| 1,425,900 | | |
| 27,997,102 | |
Diversified Financial Services | |
| – | | |
| 20,764,047 | | |
| 426,036 | | |
| 21,190,083 | |
Entertainment | |
| – | | |
| 8,843,943 | | |
| 2,417,966 | | |
| 11,261,909 | |
Health Care Equipment & Supplies | |
| – | | |
| 19,420,380 | | |
| 286,745 | | |
| 19,707,125 | |
Health Care Providers & Services | |
| – | | |
| 61,375,176 | | |
| 2,677,172 | | |
| 64,052,348 | |
Professional Services | |
| – | | |
| 34,031,924 | | |
| 8,615,910 | | |
| 42,647,834 | |
Software | |
| – | | |
| 73,575,812 | | |
| 2,236,893 | | |
| 75,812,705 | |
Other | |
| – | | |
| 366,910,487 | | |
| – | | |
| 366,910,487 | |
Corporate Bonds | |
| – | | |
| 179,433,006 | | |
| – | | |
| 179,433,006 | |
Common Stock | |
| | | |
| | | |
| | | |
| | |
Energy Equipment & Services | |
| – | | |
| – | | |
| 217,967 | | |
| 217,967 | |
Oil, Gas & Consumable Fuels | |
| – | | |
| – | | |
| 6,146,241 | | |
| 6,146,241 | |
Other | |
| – | | |
| 3,638,175 | | |
| – | | |
| 3,638,175 | |
Warrants | |
| – | | |
| 3,182 | | |
| – | | |
| 3,182 | |
Total | |
$ | – | | |
$ | 820,622,685 | | |
$ | 29,190,042 | | |
$ | 849,812,727 | |
| |
| | | |
| | | |
| | | |
| | |
Other Financial Instruments | |
| | | |
| | | |
| | | |
| | |
Assets | |
| | | |
| | | |
| | | |
| | |
Net Unrealized Appreciation on Unfunded Loan Commitments | |
| – | | |
| 288,049 | | |
| – | | |
| 288,049 | |
Total | |
| – | | |
| 288,049 | | |
| – | | |
| 288,049 | |
* | Refer
to each Fund's Portfolio of Investments for a listing of securities by type. |
84 | www.blackstone-credit.com |
Blackstone Credit Funds |
Notes
to Financial Statements |
December
31, 2022
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:
Blackstone Senior Floating Rate Term Fund | |
Floating Rate Loan Interests | | |
Collateralized Loan Obligation Securities | | |
Warrants | | |
Unfunded Loan Commitments | | |
Total | |
Balance as of December 31, 2021 | |
$ | 6,737,603 | | |
$ | 6,265,917 | | |
$ | 144,751 | | |
$ | (1,298 | ) | |
$ | 13,146,973 | |
Accrued discount/ premium | |
| 20,862 | | |
| 8,608 | | |
| – | | |
| – | | |
| 29,470 | |
Realized Gain/(Loss) | |
| (31,347 | ) | |
| (10,005 | ) | |
| – | | |
| – | | |
| (41,352 | ) |
Change in Unrealized Appreciation/(Depreciation) | |
| (477,479 | ) | |
| (1,155,004 | ) | |
| (144,751 | ) | |
| 1,298 | | |
| (1,775,936 | ) |
Purchases(1) | |
| 2,831,648 | | |
| 9,176,650 | | |
| – | | |
| – | | |
| 12,008,298 | |
Sales Proceeds(2) | |
| (2,349,198 | ) | |
| (656,993 | ) | |
| – | | |
| – | | |
| (3,006,191 | ) |
Transfer into Level 3 | |
| 3,425,687 | | |
| – | | |
| – | | |
| – | | |
| 3,425,687 | |
Transfer out of Level 3 | |
| (2,368,636 | ) | |
| – | | |
| – | | |
| – | | |
| (2,368,636 | ) |
Balance as of December 31, 2022 | |
$ | 7,789,140 | | |
$ | 13,629,173 | | |
$ | – | | |
$ | – | | |
$ | 21,418,313 | |
Net change in unrealized appreciation/(depreciation) included in the Statements of Operations attributable to Level 3 investments held at December 31, 2022 | |
$ | (400,462 | ) | |
$ | (1,170,930 | ) | |
$ | – | | |
$ | – | | |
$ | (1,571,392 | ) |
Blackstone Long-Short Credit Income Fund | |
Floating Rate Loan Interests | | |
Collateralized Loan Obligation Securities | | |
Warrants | | |
Unfunded Loan Commitments | | |
Total | |
Balance as of December 31, 2021 | |
$ | 5,650,482 | | |
$ | 8,895,174 | | |
$ | 198,367 | | |
$ | (1,136 | ) | |
$ | 14,742,887 | |
Accrued discount/ premium | |
| 17,654 | | |
| 11,248 | | |
| – | | |
| – | | |
| 28,902 | |
Realized Gain/(Loss) | |
| (27,717 | ) | |
| (10,005 | ) | |
| – | | |
| – | | |
| (37,722 | ) |
Change in Unrealized Appreciation/(Depreciation) | |
| (375,405 | ) | |
| (1,498,563 | ) | |
| (198,367 | ) | |
| 1,136 | | |
| (2,071,199 | ) |
Purchases(1) | |
| 2,488,374 | | |
| 8,661,325 | | |
| – | | |
| – | | |
| 11,149,699 | |
Sales Proceeds(2) | |
| (1,990,549 | ) | |
| (656,996 | ) | |
| – | | |
| – | | |
| (2,647,545 | ) |
Transfer into Level 3 | |
| 2,998,982 | | |
| – | | |
| – | | |
| – | | |
| 2,998,982 | |
Transfer out of Level 3 | |
| (2,021,086 | ) | |
| – | | |
| – | | |
| – | | |
| (2,021,086 | ) |
Balance as of December 31, 2022 | |
$ | 6,740,735 | | |
$ | 15,402,183 | | |
$ | – | | |
$ | – | | |
$ | 22,142,918 | |
Net change in unrealized appreciation/(depreciation) included in the Statements of Operations attributable to Level 3 investments held at December 31, 2022 | |
$ | (337,414 | ) | |
$ | (1,514,491 | ) | |
$ | – | | |
$ | – | | |
$ | (1,851,905 | ) |
Blackstone Strategic Credit Fund | |
Floating Rate Loan Interests | | |
Common Stock | | |
Warrants | | |
Unfunded Loan Commitments | | |
Total | |
Balance as of December 31, 2021 | |
$ | 18,906,289 | | |
$ | 4,773,980 | | |
$ | 632,478 | | |
$ | (3,813 | ) | |
$ | 24,308,934 | |
Accrued discount/ premium | |
| 60,490 | | |
| – | | |
| – | | |
| – | | |
| 60,490 | |
Realized Gain/(Loss) | |
| (69,257 | ) | |
| – | | |
| – | | |
| – | | |
| (69,257 | ) |
Change in Unrealized Appreciation/(Depreciation) | |
| (1,447,013 | ) | |
| 1,143,944 | | |
| (632,478 | ) | |
| 3,813 | | |
| (1,592,075 | ) |
Purchases(1) | |
| 8,307,650 | | |
| – | | |
| – | | |
| – | | |
| 8,307,650 | |
Sales Proceeds(2) | |
| (6,237,479 | ) | |
| – | | |
| – | | |
| – | | |
| (6,237,479 | ) |
Return of Capital | |
| – | | |
| (660,341 | ) | |
| – | | |
| – | | |
| (660,341 | ) |
Transfer into Level 3 | |
| 10,402,909 | | |
| 1,106,625 | | |
| – | | |
| – | | |
| 11,509,534 | |
Transfer out of Level 3 | |
| (7,097,755 | ) | |
| – | | |
| – | | |
| – | | |
| (7,097,755 | ) |
Balance as of December 31, 2022 | |
$ | 22,825,834 | | |
$ | 6,364,208 | | |
$ | – | | |
$ | – | | |
$ | 29,190,042 | |
Net change in unrealized appreciation/(depreciation) included in the Statements of Operations attributable to Level 3 investments held at December 31, 2022 | |
$ | (1,153,987 | ) | |
$ | 483,603 | | |
$ | – | | |
$ | – | | |
$ | (670,384 | ) |
(1) | Purchases
include all purchases of securities and securities received in corporate actions. |
(2) | Sales
Proceeds include all sales of securities, maturities, paydowns and securities tendered
in corporate actions. |
Annual Report | December
31, 2022 |
85 |
Blackstone Credit Funds |
Notes
to Financial Statements |
December 31, 2022
Blackstone Senior Floating Rate Term Fund |
|
Fair
Value |
|
Valuation Technique |
|
Unobservable
Input(s) |
|
Value/Rate
(Weighted Average) |
Floating Rate Loan Interests |
|
$ |
7,789,140 |
|
Third
Party Vendor Pricing Services |
|
Broker
Quotes |
|
N/A |
Collateralized Loan Obligation Securities |
|
|
13,629,173 |
|
Third Party Vendor
Pricing Services |
|
Broker Quotes |
|
N/A |
Blackstone Long-Short Credit Income Fund |
|
Fair
Value |
|
Valuation Technique |
|
Unobservable
Input(s) |
|
Value/Rate
(Weighted Average) |
Floating Rate Loan Interests |
|
$ |
6,740,735 |
|
Third Party Vendor
Pricing Services |
|
Broker Quotes |
|
N/A |
Collateralized Loan Obligation Securities |
|
|
15,402,183 |
|
Third Party Vendor
Pricing Services |
|
Broker Quotes |
|
N/A |
Blackstone Strategic Credit Fund |
|
Fair
Value |
|
Valuation Technique |
|
Unobservable
Input(s) |
|
Value/Rate
(Weighted Average) |
Floating Rate Loan Interests |
|
$ |
22,825,834 |
|
Third Party Vendor
Pricing Services |
|
Broker Quotes |
|
N/A |
Common Stock |
|
|
– |
|
Performance Multiple
Methodology |
|
EBITDA Multiple(a) |
|
7.38x |
|
|
|
217,967 |
|
Third Party Vendor
Pricing Services |
|
Broker Quotes |
|
N/A |
|
|
|
5,039,616 |
|
Discounted Cash Flows |
|
Discount Rate(a) |
|
10% |
|
|
|
1,106,625 |
|
Third Party Vendor
Pricing Services |
|
Broker Quotes |
|
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 |
Discount Rate |
Decrease |
Increase |
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.
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.
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, 2022, Management
has analyzed the tax positions taken by the Funds and has concluded that no income tax provisions are required.
Income
distributions 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, 2022, 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. A distribution may be treated as paid by December 31
of any calendar year if such a distribution is declared by the Fund in October, November or December with a record date in such
a month and is paid by the Fund prior to January 31 of the following calendar year. Such distributions may be taxable
to shareholders in the calendar year in which the distributions are declared, rather than taxable to shareholders in the calendar
year in which the distributions are paid.
86 | www.blackstone-credit.com |
Blackstone Credit Funds |
Notes
to Financial Statements |
December
31, 2022
Offering
Costs: Offering costs incurred in connection with BGX's shelf registration statement, through December 31, 2022, are approximately
$557,435. The Statement of Assets and Liabilities reflects the current offering costs of $445,077 as deferred offering costs,
of which $379,142 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.
Offering
costs incurred in connection with BSL’s shelf registration statement, through December 31, 2022, are approximately $288,840.
The Statement of Assets and Liabilities reflects the current offering costs of $288,840 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.
The
estimates and assumptions underlying the Funds' financial statements are based on the information available as of December 31,
2022. The estimates and assumptions include judgments about financial market and economic conditions which have changed, and may
continue to 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 (collectively with its affiliates
in the credit-focused business of Blackstone 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 total assets (including any assets attributable to any leverage used) minus the sum of BGB's accrued
liabilities (other than Fund liabilities incurred for any leverage) ("BGB Managed Assets").
Trustee
Fees: Effective January 1, 2022, the Funds and Blackstone Floating Rate Enhanced Income Fund (the “Blackstone Credit
Closed-End Funds”) agreed to pay a retainer fee of $155,000 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.
The
Board implemented a Trustee Emeritus program (the “Program”) in November 2021. A Trustee Emeritus appointed under
the Program will receive compensation equal to 10% of his or her retainer for serving as a Trustee as of the date on which the
Board appoints such person as Trustee Emeritus. The term of service of a Trustee Emeritus expires twelve months from the date
of the Trustee’s retirement from the Board.
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.
Annual Report | December
31, 2022 |
87 |
Blackstone Credit Funds |
Notes
to Financial Statements |
NOTE
4. SECURITIES TRANSACTIONS
Investment
transactions for the year ended December 31, 2022, excluding temporary short-term investments, were as follows:
Fund | |
Cost of Investments Purchased | | |
Proceeds from Investments Sold | |
Blackstone Senior Floating Rate Term Fund | |
$ | 224,452,828 | | |
$ | 253,843,448 | |
Blackstone Long-Short Credit Income Fund | |
| 270,425,971 | | |
| 291,796,953 | |
Blackstone Strategic Credit Fund | |
| 752,304,286 | | |
| 812,097,890 | |
NOTE
5. RELATED PARTY TRANSACTIONS
The
Adviser is a related party of the Funds. 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, 2022, 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 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 $94,635, $107,714, and $146,655 for BSL, BGX, and BGB, respectively, as of the year ended December 31,
2022 is recorded as other payables and accrued expenses on the Funds' Statements of Assets and Liabilities.
Blackstone
Securities Partners L.P. (“BSP”), an affiliate of BSL and of the Adviser, serves as the Distributor for BSL’s
ATM offering of common shares of beneficial interest (“BSL Common Shares”) under a distribution agreement with BSL
(the “Distribution Agreement”). Pursuant to the Distribution Agreement, BSL compensates BSP with respect to the sale
of BSL Common Shares in the ATM offering at a commission rate of 1.00% of the gross proceeds of the sale of BSL Common Shares.
Additionally, BSP entered into a sub-placement agent agreement with UBS Securities LLC (the “Sub- Placement Agent”)
and of the commission rate of 1.00%, BSP will compensate the Sub-Placement Agent at a rate of 0.80% of the gross proceeds of the
sale of BSL's Common Shares sold through the Sub-Placement Agent. During the year ended December 31, 2022, BSP rebated 0.20% of
the gross proceeds of the sale of BSL Common Shares back to BSL totaling $66.
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 (the "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.
For
the year ended December 31, 2022, BSL repurchased 527,643 shares of its common stock on the open market at a total cost, inclusive
of commissions ($0.02 per share), of $6,727,909 at a per-share weighted average discount to NAV of 10.14%. 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 at, 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%. For the period April 23, 2020 to December 31, 2021, BSL repurchased 1,765,284 shares of its common stock on the open market,
which represented approximately 11.55% of the shares outstanding at April 22, 2020. For the period from April 23, 2020 to December
31, 2022, BSL repurchased 2,292,927 shares of its common stock on the open market, which represented approximately 15.00% of the
shares outstanding at April 22, 2020. As of December 14, 2022, 100% of the total shares authorized for repurchase under BSL’s
Share Repurchase Program have been repurchased.
88 | www.blackstone-credit.com |
Blackstone Credit Funds |
Notes to Financial Statements |
December
31, 2022
NOTE
7. CAPITAL
The
Funds have authorized an unlimited number of $0.001 par value common shares.
Transactions
in shares were as follows:
Blackstone Senior Floating Rate Term Fund | |
For the Year Ended December 31, 2022 | | |
For the Year Ended December 31, 2021 | |
Common shares outstanding - beginning of period | |
| 13,530,940 | | |
| 13,552,995 | |
Common shares issued in connection with initial public offering | |
| 2,004 | | |
| – | |
Common shares issued as reinvestment of dividends | |
| 3,241 | | |
| 10,042 | |
Less Shares Repurchased | |
| (527,643 | ) | |
| (32,097 | ) |
Common shares outstanding - end of period | |
| 13,008,542 | | |
| 13,530,940 | |
Blackstone Long-Short Credit Income Fund | |
For the Year Ended December 31,
2022 | | |
For the Year
Ended December 31, 2021 | |
Common shares outstanding - beginning of period | |
| 12,708,275 | | |
| 12,707,797 | |
Common shares issued as reinvestment of dividends | |
| – | | |
| 478 | |
Common shares outstanding - end of period | |
| 12,708,275 | | |
| 12,708,275 | |
Blackstone Strategic Credit Fund | |
For the Year Ended December 31,
2022 | | |
For the Year
Ended December 31, 2021 | |
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 | |
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 (defined below) will be invested in Senior
Loans and 70% of BGX’s Managed Assets (defined below) will be invested in Secured Loans. BSL defines "Managed Assets"
as total assets (including any assets attributable to any leverage used) minus the sum of BSL's accrued liabilities (other than
liabilities related to the principal amount of leverage). BGX defines its managed assets as total assets (including any assets
attributable to any leverage used) minus the sum of BGX’s accrued liabilities (other than liabilities related to the principal
amount of leverage). BGB defines “Managed Assets” as total assets (including "effective leverage” (meaning
leverage incurred through total return swaps, securities lending arrangements, credit default swaps or other derivative transactions)
and “traditional leverage” (meaning borrowing money or issuing preferred shares (but will not issue auction rate preferred
shares), debt securities or commercial paper, or enter into similar transactions)). 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, 2022, 83.11% of BSL’s Managed Assets were
held in Senior Loans, 73.88% of BGX's Managed Assets were held in Secured Loans, and 98.53% 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”) and the Secured Overnight Financing Rate (“SOFR”) (subject to the LIBOR
transition as described below and in Principal Risks—LIBOR Risk”), 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.
Annual Report | December 31, 2022 |
89 |
Blackstone Credit Funds |
Notes to Financial Statements |
December
31, 2022
The
United Kingdom’s Financial Conduct Authority announced a phase out of the LIBOR. Although many LIBOR rates ceased to be
published or no longer are representative of the underlying market they seek to measure after December 31, 2021, a selection of
widely used USD LIBOR rates will continue to be published through June 2023 in order to assist with the transition. On July 29,
2021, the U.S. Federal Reserve System (“FRS”), in conjunction with the Alternative Reference Rates Committee (“ARRC”),
a steering committee comprised of large U.S. financial institutions, formally recommended replacing U.S.-dollar LIBOR with the
Secured Overnight Financing Rate (“SOFR”), a new index calculated by short-term repurchase agreements, backed by Treasury
securities. Given the inherent differences between LIBOR and SOFR, or any other alternative benchmark rate that may be established,
there remains uncertainty regarding the future utilization of LIBOR and the nature of any replacement rate. In many cases, the
nominated replacements, as well as other potential replacements, are not complete or ready to implement and require margin adjustments.
There is currently no final consensus as to which benchmark rate(s) (along with any adjustment and/or permutation thereof) will
replace all or any LIBOR tenors after the discontinuation thereof and there can be no assurance that any such replacement benchmark
rate(s) will attain market acceptance. Before LIBOR ceases to exist, we and our portfolio companies may need to amend or restructure
our existing LIBOR-based debt instruments and any related hedging arrangements that extend beyond June 30, 2023, depending on
the applicable LIBOR tenor. Such amendments and restructurings may be difficult, costly and time consuming. In addition, from
time to time we invest in floating rate loans and investment securities whose interest rates are indexed to LIBOR. 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 we or our 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 us, issuers of instruments
in which we invest and financial markets generally.
The
expected discontinuation of LIBOR could have a significant impact on our 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, we anticipate there may be additional risks to our 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 our cost of capital and net investment income cannot yet be determined. In addition,
the cessation of LIBOR could:
| • | 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 our 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 our 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, or other counterparties,
regarding the interpretation and enforceability of provisions in our 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 our 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. |
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 our 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 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.
90 |
www.blackstone-credit.com |
Blackstone Credit Funds |
Notes to Financial Statements |
December
31, 2022
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, 2022, BSL, BGX and BGB had invested
$13,640,882, $13,319,105, and $47,896,743, 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.
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.
Annual Report | December 31, 2022 |
91 |
Blackstone Credit Funds |
Notes to Financial Statements |
December
31, 2022
NOTE
9. GENERAL COMMITMENTS AND CONTINGENCIES
As
of December 31, 2022, 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 |
|
Borrower |
|
|
Par Value |
|
|
|
Fair Value |
|
|
|
Par Value |
|
|
|
Fair Value |
|
|
|
Par Value |
|
|
|
Fair Value |
|
Arc Falcon I, Inc., First
Lien Initial Term Loan |
|
$ |
8,336 |
|
|
$ |
7,363 |
|
|
$ |
7,359 |
|
|
$ |
6,500 |
|
|
$ |
24,421 |
|
|
$ |
21,570 |
|
AthenaHealth Group, Inc., First Lien Term Loan |
|
|
291,525 |
|
|
|
263,935 |
|
|
|
266,996 |
|
|
|
241,728 |
|
|
|
882,379 |
|
|
|
798,871 |
|
VT Topco, Inc., First Lien 2021 Delayed Draw
Term Loan |
|
|
27,598 |
|
|
|
26,828 |
|
|
|
3,272 |
|
|
|
3,180 |
|
|
|
10,820 |
|
|
|
10,518 |
|
Pediatric Associates Holding Co. LLC, First
Lien Term Loan |
|
|
2,046 |
|
|
|
1,948 |
|
|
|
239 |
|
|
|
227 |
|
|
|
787 |
|
|
|
750 |
|
Total |
|
$ |
329,505 |
|
|
$ |
300,074 |
|
|
$ |
277,866 |
|
|
$ |
251,635 |
|
|
$ |
918,407 |
|
|
$ |
831,709 |
|
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, 2022, BSL, BGX and BGB recorded a net increase in unrealized
depreciation on unfunded loan commitments totaling $20,620, $17,765, and $59,269, 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.
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, 2022, 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. As of February
11, 2021, the mandatory redeemable preferred stock (“MRPS”) of BGB and BGX were rated “AA” by Fitch Ratings.
On February 12, 2021, Fitch Ratings downgraded the ratings on both BGB’s MRPS and BGX’s MRPS to “A”. The
downgrades were driven by changes to Fitch Ratings’ rating criteria for closed-end funds, rather than by any fundamental
changes to the Funds’ credit profiles. The dividend rate on the Funds’ MRPS will increase if the credit rating for
the relevant Fund is downgraded below “A” by Fitch Ratings or the equivalent rating of other nationally recognized
statistical ratings organizations. 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, 2022. This fair value is based on Level 2 inputs under the three-tier fair valuation hierarchy (see
Note 2).
92 |
www.blackstone-credit.com |
Blackstone Credit Funds |
Notes to Financial Statements |
December
31, 2022
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, 2022 are shown on BGB’s and BGX’s
Statements of Assets and Liabilities. The amount of expense amortized during the year ended December 31, 2022 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, October 1, 2021, November 29,
2021 and September 30, 2022 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, January 8, 2018 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, July 26, 2021, November 29, 2021, and July 21, 2022, 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 on 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, as further amended on January 10, 2020, January 8, 2021, September 30, 2021, December
31, 2021 and December 30, 2022 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 Leverage Facility is charged at a rate of 0.90% above adjusted term SOFR with respect to BSL Tranche A Loans, 1.20% above
adjusted term SOFR for one (1) month interest period BSL Tranche B Loans and 1.05% above adjusted term SOFR for three (3) month
interest period BSL Tranche B Loans, with adjusted term SOFR measured for the period commencing on the date of the making of such
Loan at adjusted term SOFR (or the last date upon which any other Loan was converted to, or continued as, such Loan at adjusted
term SOFR) and ending on the numerically corresponding day in the calendar month that is one (1), or three (3) months thereafter,
as the Fund may elect, or such other periods as the lender may agree in its sole and absolute discretion.
Interest
on BGB’s Leverage Facility is charged at a rate of 1.00% above adjusted term SOFR with respect to BGB Tranche A Loans, 1.30%
above adjusted term SOFR for one (1) month interest period BGB Tranche B Loans and 1.20% above adjusted term SOFR for three (3)
month interest period BGB Tranche B Loans, with adjusted term SOFR measured for the period commencing on the date of the making
of such Loan at adjusted term SOFR (or the last date upon which any other Loan was converted to, or continued as, such Loan at
adjusted term SOFR) and ending on the numerically corresponding day in the calendar month that is one (1) or three (3) months
thereafter, as the Fund may elect, or such other periods as the lender may agree in its sole and absolute discretion.
Interest
on BGX's Leverage Facility is charged at a rate of 0.85% above adjusted term SOFR with respect to BGX Tranche A Loans, 1.15% above
adjusted term SOFR for one (1) month interest period BGX Tranche B Loans and 1.00% above adjusted term SOFR for three (3) month
interest period BGX Tranche B Loans, with adjusted term SOFR measured for the period commencing on the date of the making of such
Loan at adjusted term SOFR (or the last date upon which any other Loan was converted to, or continued as, such Loan to at adjusted
term SOFR) and ending on the numerically corresponding day in the calendar month that is one (1) or three (3) 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 at the end of
the respective interest period. Each Fund may elect to extend the applicable Agreement for a further period with the consent of
the lending bank. At December 31, 2022, BSL, BGX, and BGB had borrowings outstanding under their respective Leverage Facility
of $85,000,000, $82,800,000, and $268,900,000, at an interest rate of 5.07%, 5.21%, and 5.21%,
respectively. Due to the short term nature of each Agreement, face value approximates fair value at December 31, 2022. 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, 2022,
the average borrowings under BSL’s, BGX’s and BGB’s Leverage Facility and the weighted average interest rates
were $94,819,178 and 2.69%, $92,127,123 and 2.60%, and $300,105,479 and 2.58%, respectively. During the year ended December 31,
2022, BSL, BGX and BGB incurred $119,043, $75,289, and $297,728, respectively, for commitment fees on undrawn amounts, which is
included under Interest on leverage facility on the Statements of Operations.
Annual Report | December 31, 2022 |
93 |
Blackstone Credit Funds |
Notes to Financial Statements |
December
31, 2022
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, 2022, BSL’s, BGX’s, and BGB’s leverage
represented 31.80%, 39.16%, and 36.78% of each Fund’s Managed Assets, respectively. The leverage amounts in BGX and BGB
include 7.62% and 5.27% 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, is 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 non-deductible 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, 2022 permanent differences were as follows:
Fund | |
Increase/(Decrease) Paid-in capital | | |
Increase/(Decrease) Total Distributable Earnings | |
Blackstone Senior Floating Rate Term Fund | |
$ | – | | |
$ | – | |
Blackstone Long-Short Credit Income Fund | |
$ | (44,076 | ) | |
$ | 44,076 | |
Blackstone Strategic Credit Fund | |
$ | – | | |
$ | – | |
94 |
www.blackstone-credit.com |
Blackstone Credit Funds |
Notes to Financial Statements |
December
31, 2022
The
tax character of distributions paid by the Funds during the fiscal years ended December 31, 2022 and December 31, 2021 were as
follows:
2022 | |
Blackstone Senior Floating Rate Term Fund | | |
Blackstone Long-Short Credit Income Fund | | |
Blackstone Strategic Credit Fund | |
Distributions Paid From: | |
| | | |
| | | |
| | |
Ordinary Income | |
$ | 11,464,793 | | |
$ | 11,956,115 | (a) | |
$ | 36,373,389 | (a) |
Total | |
$ | 11,464,793 | | |
$ | 11,956,115 | | |
$ | 36,373,389 | |
2021 | |
Blackstone Senior Floating Rate Term Fund | | |
Blackstone Long-Short Credit Income Fund | | |
Blackstone Strategic Credit Fund | |
Distributions Paid From: | |
| | | |
| | | |
| | |
Ordinary Income | |
$ | 13,362,661 | | |
$ | 13,823,880 | (a) | |
$ | 41,554,457 | (a) |
Total | |
$ | 13,362,661 | | |
$ | 13,823,880 | | |
$ | 41,554,457 | |
| (a) | Distributions
paid include common shares and mandatory redeemable preferred shares. |
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, 2022, and as such are deemed to arise on the first
day of the year ended December 31, 2023, were as follows:
Fund | |
Short Term | | |
Long Term | |
Blackstone Senior Floating Rate Term Fund | |
$ | 3,936,526 | | |
$ | 52,520,668 | |
Blackstone Long-Short Credit Income Fund | |
$ | 6,453,719 | | |
$ | 52,091,964 | |
Blackstone Strategic Credit Fund | |
$ | 19,870,187 | | |
$ | 214,249,232 | |
| |
| | | |
| | |
At
December 31, 2022, 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 | |
Undistributed ordinary income | |
$ | 1,209,512 | | |
$ | 1,050,776 | | |
$ | 3,559,839 | |
Accumulated capital losses | |
| (56,457,194 | ) | |
| (58,545,682 | ) | |
| (234,119,419 | ) |
Unrealized appreciation/(depreciation) | |
| (19,865,932 | ) | |
| (19,830,568 | ) | |
| (70,331,873 | ) |
Other Cumulative effect of timing differences | |
| – | | |
| – | | |
| – | |
Total | |
$ | (75,113,614 | ) | |
$ | (77,325,474 | ) | |
$ | (300,891,453 | ) |
At
December 31, 2022, 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 | |
Cost of investments for income tax purposes | |
$ | 283,788,062 | | |
$ | 280,920,289 | | |
$ | 920,143,851 | |
Gross appreciation (excess of value over tax cost) | |
$ | 948,049 | | |
$ | 1,241,225 | | |
$ | 3,282,997 | |
Gross depreciation (excess of tax cost over value) | |
| (20,813,981 | ) | |
| (21,071,793 | ) | |
| (73,614,123 | ) |
Net depreciation of foreign currency and derivatives | |
| – | | |
| – | | |
| (747 | ) |
Net unrealized depreciation | |
$ | (19,865,932 | ) | |
$ | (19,830,568 | ) | |
$ | (70,331,873 | ) |
Annual Report | December 31, 2022 |
95 |
Blackstone Credit Funds |
Notes to Financial Statements |
December
31, 2022
NOTE
13. RECENT ACCOUNTING PRONOUNCEMENT
In
March 2020, the FASB issued ASU No. 2020-04, “Reference Rate Reform (Topic 848),” which provides optional expedients
and exceptions for applying GAAP to contracts, hedging relationships, and other transactions affected by reference rate reform
if certain criteria are met. The amendments apply only to contracts, hedging relationships, and other transactions that reference
London Interbank Offered Rate (“LIBOR”) or another reference rate expected to be discontinued because of reference
rate reform. In January 2021, the FASB issued ASU No. 2021-01, Reference Rate Reform (Topic 848), which expanded the scope of
Topic 848 to include derivative instruments impacted by discounting transition. ASU 2020-04 and ASU 2021-01 are effective for
all entities through December 31, 2022. The expedients and exceptions provided by the amendments do not apply to contract modifications
and hedging relationships entered into or evaluated after December 31, 2022, except for hedging transactions as of December 31,
2022, that an entity has elected certain optional expedients for and that are retained through the end of the hedging relationship.
Management is currently evaluating the impact of the adoption of ASU 2020-04 and 2021-01.
In
June 2022, FASB issued Accounting Standards Update No. 2022-03, "Fair Value Measurement of Equity Securities Subject to Contractual
Sale Restrictions" ("ASU 2022-03"). ASU 2022-03 clarifies the guidance in ASC 820, related to the measurement of
the fair value of an equity security subject to contractual sale restrictions, where it eliminates the ability to apply a discount
to the fair value of these securities, and introduces disclosure requirements related to such equity securities. The guidance
is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2023, and allows for
early adoption. Management is currently evaluating the impact of applying this update.
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 12, 2022, a monthly distribution of $0.100 per share was declared to common shareholders, payable
on January 31, 2023 to common shareholders of record on January 24, 2023. On December 12, 2022, a monthly distribution of $0.100
per share was declared to common shareholders, payable February 28, 2023 to common shareholders of record on February 21, 2023.
Shareholder
Distributions for BGX: On December 12, 2022, a monthly distribution of $0.095 per share was declared to common shareholders, payable
on January 31, 2023 to common shareholders of record on January 24, 2023. On December 12, 2022, a monthly distribution of $0.095
per share was declared to common shareholders, payable February 28, 2023 to common shareholders of record on February 21, 2023.
Shareholder
Distributions for BGB: On December 12, 2022, a monthly distribution of $0.085 per share was declared to common shareholders, payable
on January 31, 2023 to common shareholders of record on January 24, 2023. On December 12, 2022, a monthly distribution of $0.085
per share was declared to common shareholders, payable February 28, 2023 to common shareholders of record on February 21, 2023.
96 |
www.blackstone-credit.com |
|
Report
of Independent Registered |
Blackstone Credit Funds |
Public
Accounting Firm |
To
the shareholders and the 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, Blackstone Long-Short
Credit Income Fund, and Blackstone Strategic Credit Fund (the "Funds"), including the portfolios of investments, as
of December 31, 2022, 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 ten years in the period
then ended for Blackstone Senior Floating Rate Term Fund and Blackstone Long-Short Credit Income Fund and five years for Blackstone
Strategic Credit Fund, and the related notes. In our opinion, the financial statements and financial highlights present fairly,
in all material respects, the financial position of the Funds as of December 31, 2022, 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 ten years in the period then ended for Blackstone Senior Floating Rate Term Fund
and Blackstone Long-Short Credit Income Fund and five years for Blackstone Strategic Credit Fund 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 its 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, 2022, 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.
DELOITTE
& TOUCHE LLP
Denver,
Colorado
February
24, 2023
We
have served as the auditor of one or more investment companies in the Blackstone Credit Funds Complex since 2010.
Annual Report | December 31, 2022 |
97 |
Blackstone Credit Funds |
Summary of Dividend Reinvestment Plan |
December
31, 2022 (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.
98 |
www.blackstone-credit.com |
Blackstone Credit Funds |
Additional Information |
December
31, 2022 (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.
Delaware
Statutory Trust Act - Control Share Acquisitions.
The
Funds are organized as Delaware statutory trusts and thus are subject to the control share acquisition statute contained in Subchapter
III of the Delaware Statutory Trust Act (the “DSTA Control Share Statute”). The DSTA Control Share Statute applies
to any closed-end investment company organized as a Delaware statutory trust and listed on a national securities exchange, such
as the Funds. The DSTA Control Share Statute became automatically applicable to the Funds on August 1, 2022.
The
DSTA Control Share Statute defines “control beneficial interests” (referred to as “control shares” herein)
by reference to a series of voting power thresholds and provides that a holder of control shares acquired in a control share acquisition
has no voting rights under the Delaware Statutory Trust Act (“DSTA”) or the Fund’s governing documents with
respect to the control shares acquired in the control share acquisition, except to the extent approved by the Fund’s shareholders
by the affirmative vote of two-thirds of all the votes entitled to be cast on the matter, excluding all interested shares (generally,
shares held by the acquiring person and their associates and shares held by Fund insiders).
The
DSTA Control Share Statute provides for a series of voting power thresholds above which shares are considered control shares.
Whether one of these thresholds of voting power is met is determined by aggregating the holdings of the acquiring person as well
as those of his, her or its “associates.” These thresholds are:
(1) 10% or more, but less than 15% of all voting power;
(2) 15% or more, but less than 20% of all voting power;
(3) 20% or more, but less than 25% of all voting power;
(4) 30% or more, but less than a majority of all voting power; or
(5) a majority or more of all voting power.
Under
the DSTA Control Share Statute, once a threshold is reached, an acquirer has no voting rights with respect to shares in excess
of that threshold (i.e., the “control shares”) until approved by a vote of shareholders, as described above, or otherwise
exempted by the Fund’s Board of Trustees. The DSTA Control Share Statute contains a statutory process for an acquiring person
to request a shareholder meeting for the purpose of considering the voting rights to be accorded control shares. An acquiring
person must repeat this process at each threshold level.
Under
the DSTA Control Share Statute, an acquiring person’s “associates” are broadly defined to include, among others,
relatives of the acquiring person, anyone in a control relationship with the acquiring person, any investment fund or other collective
investment vehicle that has the same investment adviser as the acquiring person, any investment adviser of an acquiring person
that is an investment fund or other collective investment vehicle and any other person acting or intending to act jointly or in
concert with the acquiring person.
Voting
power under the DSTA Control Share Statute is the power (whether such power is direct or indirect or through any contract, arrangement,
understanding, relationship or otherwise) to directly or indirectly exercise or direct the exercise of the voting power of shares
of a Fund in the election of
such Fund’s Trustees (either generally or with respect to any subset, series or class of trustees, including any Trustees
elected solely by a particular series or class of shares, such as the preferred shares).
Annual Report | December 31, 2022 |
99 |
Blackstone Credit Funds |
Additional Information |
December
31, 2022 (Unaudited)
Any
control shares of the Funds acquired before August 1, 2022 are not subject to the DSTA Control Share Statute; however, any further
acquisitions on or after August 1, 2022 are considered control shares subject to the DSTA Control Share Statute.
The
DSTA Control Share Statute requires shareholders to disclose to the Funds any control share acquisition within 10 days of such
acquisition, and also permits the Funds to require a shareholder or an associate of such person to disclose the number of shares
owned or with respect to which such person or an associate thereof can directly or indirectly exercise voting power. Further,
the DSTA Control Share Statute requires a shareholder or an associate of such person to provide to a Fund within 10 days of receiving
a request therefor from such Fund any information that the Fund’s Trustees reasonably believe is necessary or desirable
to determine whether a control share acquisition has occurred.
The
DSTA Control Share Statute permits each Fund’s Board of Trustees, through a provision in each Fund’s governing documents
or by Board action alone, to eliminate the application of the DSTA Control Share Statute to the acquisition of control shares
in the Funds specifically, generally, or generally by types, as to specifically identified or unidentified existing or future
beneficial owners or their affiliates or associates or as to any series or classes of shares. The DSTA Control Share Statute does
not provide that the Funds can generally “opt out” of the application of the DSTA Control Share Statute; rather, specific
acquisitions or classes of acquisitions may be exempted by each Fund’s Board of Trustees, either in advance or retroactively,
but other aspects of the DSTA Control Share Statute, which are summarized above, would continue to apply. The DSTA Control Share
Statute further provides that the Board of Trustees is under no obligation to grant any such exemptions.
The
foregoing is only a summary of the material terms of the DSTA Control Share Statute. Shareholders should consult their own counsel
with respect to the application of the DSTA Control Share Statute to any particular circumstance.
Tax
Information.
The
portion of distributions paid, or otherwise includable in taxable income, that can be characterized as an interest-related dividend
for the year ended December 31, 2022 are as follows:
Fund |
Percentage |
Blackstone Senior Floating Rate
Term Fund |
90.01% |
Blackstone Long-Short Credit Income
Fund |
90.72% |
Blackstone Strategic Credit Fund |
88.94% |
In
early 2023, if applicable, shareholders of record will receive information regarding any distributions paid to them by the Funds
during the calendar year 2022 via Forms 1099 and 1042-S.
100 |
www.blackstone-credit.com |
Blackstone
Credit Funds |
Summary
of Updated Information
Regarding the Funds |
December
31, 2022 (Unaudited)
The
following information in this annual report is a summary of certain information about the Funds and changes since BGX’s
and BGB’s annual shareholder reports for the period ended December 31, 2021 and BSL’s prospectus dated January 26,
2022, 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.
Annual Report
| December 31, 2022 |
101 |
Blackstone
Credit Funds |
Summary
of Updated Information
Regarding the Funds |
December
31, 2022 (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”) or SOFR when LIBOR is discontinued, 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.
102 |
www.blackstone-credit.com |
Blackstone
Credit Funds |
Summary
of Updated Information
Regarding the Funds |
December
31, 2022 (Unaudited)
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.
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.
Annual Report
| December 31, 2022 |
103 |
Blackstone
Credit Funds |
Summary
of Updated Information
Regarding the Funds |
December
31, 2022 (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:
| ● | 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. |
104 |
www.blackstone-credit.com |
Blackstone
Credit Funds |
Summary
of Updated Information
Regarding the Funds |
December
31, 2022 (Unaudited)
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.
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") or SOFR when LIBOR is discontinued,
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.
Annual Report
| December 31, 2022 |
105 |
Blackstone
Credit Funds |
Summary
of Updated Information
Regarding the Funds |
December
31, 2022 (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.
Concentration
Limits. For purposes of compliance with the Fund’s concentration limits, the Fund transitioned to using the Global Industry
Classification Standard (GICS) and Bloomberg Industry Classification Standard (BICS), two widely-used industry classification
standards, instead of the SEC’s Standard Industrial Classification system, which is outdated and no longer the industry
classification standard.
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 (updated since the prior disclosure date for the Funds)
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. It is likely that a prolonged or deepening economic downturn 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.
Below
investment grade instruments, though generally 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
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.
106 |
www.blackstone-credit.com |
Blackstone
Credit Funds |
Summary
of Updated Information
Regarding the Funds |
December
31, 2022 (Unaudited)
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.
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.
Systematic
Strategies Related to Bond Investments Risk
With
respect to the bond portion of the Fund’s portfolio, to the extent to which the proprietary model used by the Adviser (the
"Model") or comparable methods or strategies are employed, certain of the Adviser’s securities analysis methods
will rely on the assumption that the companies whose securities are purchased or sold, the rating agencies that review these securities,
and other publicly available sources of information about these securities, are providing accurate and unbiased data. While the
Adviser is alert to indications that data may be incorrect, there is always a risk that the Adviser’s analysis may be compromised
by inaccurate or misleading information.
The
Model the Adviser intends to utilize to manage the Fund’s bond investments could lead to unsatisfactory investments. The
Adviser might not be able to effectively implement the Model, and there can be no guarantee that the Fund will achieve the desired
results.
Certain
aspects of the Adviser’s investment process with respect to the Model are dependent on complex proprietary software, which
requires constant development and refinement. The Adviser has implemented procedures designed to appropriately control the development
and implementation of the Model. However, analytical, coding and implementation errors present substantial risks to complex models
and quantitative investment management strategies. The Adviser cannot guarantee that its internal controls will be effective in
all circumstances.
Annual Report
| December 31, 2022 |
107 |
Blackstone
Credit Funds |
Summary
of Updated Information
Regarding the Funds |
December
31, 2022 (Unaudited)
The
Fund could be negatively affected by undetected software defects or fundamental issues with the Adviser’s method of interpreting
and acting upon the Model’s output. The Adviser’s implementation of its investment strategy with respect to the Fund’s
bond portfolio utilizing the Model will rely on the analytical and mathematical foundation of the Model and the incorporation
of the Model’s outputs into a complex computational environment. Any such strategy is also dependent on the quality of the
market data utilized by the Model, changes in credit market conditions, creation and maintenance of the Model’s software
and the successful incorporation of the Model’s output into the construction of the Fund’s bond portfolio. There is
always a possibility of human error in the creation, maintenance and use of the Model.
Moreover,
the Adviser’s portfolio managers exercise discretion in the utilization of the Model, and the investment results of the
relevant portion(s) of the Fund’s investments are dependent on the ability of portfolio managers to correctly understand
and implement or disregard the Model’s signals. There can be no assurance that utilizing the Model will yield better results
than any other investment method.
LIBOR
Risk (updated since the prior disclosure date for the Funds)
The
United Kingdom’s Financial Conduct Authority announced a phase out of the LIBOR in 2017. Although many LIBOR rates ceased
to be published or no longer are representative of the underlying market they seek to measure after December 31, 2021, a selection
of widely used U.S. dollar LIBOR rates will continue to be published through June 2023 in order to assist with the transition.
Further, on March 15, 2022, the Consolidated Appropriations Act of 2022, which includes the Adjustable Interest Rate (LIBOR) Act,
was signed into law in the United States. This legislation establishes a uniform benchmark replacement process for financial contracts
that mature after June 30, 2023 that do not contain clearly defined or practicable fallback provisions. The FRS, in conjunction
with the ARRC, a steering committee comprised of large U.S. financial institutions, has begun publishing SOFR, which is their
preferred alternative rate for U.S. dollar LIBOR, and which is a new index calculated by short-term repurchase agreements, backed
by Treasury securities. Proposals for alternative reference rates for other currencies have also been announced or have already
begun publication. Markets are in the process of developing in response to these new rates. Although financial regulators and
industry working groups have suggested alternative reference rates, such as the European Interbank Offer Rate, the Sterling Overnight
Interbank Average Rate and SOFR, there has been no global consensus as to an alternative rate and the process for amending existing
contracts or instruments to transition away from LIBOR remains incomplete. Given the inherent differences between LIBOR and SOFR,
or any other alternative benchmark rate that may be established, there remains uncertainty regarding the future utilization of
LIBOR and the nature of any replacement rate. In many cases, the nominated replacements, as well as other potential replacements,
are not complete or ready to implement and require margin adjustments. There is currently no final consensus as to which benchmark
rate(s) (along with any adjustment and/or permutation thereof) will replace all or any LIBOR tenors (i.e., the maturity period)
after the discontinuation thereof and there can be no assurance that any such replacement benchmark rate(s) will attain market
acceptance. Before LIBOR ceases to exist, the Fund and its underlying obligors may need to amend or restructure existing LIBOR-based
debt instruments and any related hedging arrangements that extend beyond June 30, 2023, depending on the applicable LIBOR tenor.
Such amendments and restructurings may be difficult, costly and time consuming. In addition, from time to time the Fund invests
in floating rate loans and investment securities whose interest rates are indexed to LIBOR. 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 the Fund, issuers of instruments in which the Fund invests and financial
markets generally.
The
expected discontinuation of LIBOR could have a significant impact on our 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, we anticipate there may be additional risks to our 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 our cost of capital and net investment income cannot yet be determined. In addition,
the cessation of LIBOR could:
| ● | 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 our 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 our preparation and readiness
for the replacement of LIBOR with one or more alternative reference rates; |
108 |
www.blackstone-credit.com |
Blackstone
Credit Funds |
Summary
of Updated Information
Regarding the Funds |
December
31, 2022 (Unaudited)
| ● | Result
in disputes, litigation or other actions with portfolio companies, or other counterparties,
regarding the interpretation and enforceability of provisions in our 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 our 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. |
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 our business, result
of operations, financial condition, and Common Share 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 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
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
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 (deleted since the prior disclosure date for the Funds)
Market
Disruption and Geopolitical Risk (updated since the prior disclosure date for the Funds)
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. See “—Epidemic and
Pandemic Risk” above. 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.
Additionally,
certain of the Funds’ investments may operate in, or have dealings with, countries subject to sanctions or embargos imposed
by the U.S. government, foreign governments, or the United Nations or other international organizations. For example, the ongoing
conflict due to Russia’s invasion of Ukraine and the rapidly evolving measures in response could be expected to have a negative
impact on the economy and business activity globally (including in the countries in which the Funds invest). The severity and
duration of the conflict and its impact on global economic and market conditions are impossible to predict, and as a result, present
material uncertainty and risk with respect to the Funds and their investments and operations, and the ability of the Funds to
achieve their investment objectives. Sanctions could also result in Russia taking counter measures or retaliatory actions which
could adversely impact the Funds' business or the business of the Funds' investments, including, but not limited to, cyberattacks
targeting private companies, individuals or other infrastructure upon which the Funds' business and the business of the Funds'
portfolio companies or obligors rely.
Annual Report
| December 31, 2022 |
109 |
Blackstone
Credit Funds |
Summary
of Updated Information
Regarding the Funds |
December
31, 2022 (Unaudited)
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.
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
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”), Blackstone 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.
110 | www.blackstone-credit.com |
Blackstone
Credit Funds |
Summary
of Updated Information
Regarding the Funds |
December
31, 2022 (Unaudited)
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.
Limitations
on Transactions with Affiliates Risk
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.
Annual Report
| December 31, 2022 |
111 |
Blackstone
Credit Funds |
Summary
of Updated Information
Regarding the Funds |
December
31, 2022 (Unaudited)
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
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.
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.
| 112 | www.blackstone-credit.com |
Blackstone
Credit Funds |
Summary
of Updated Information
Regarding the Funds |
December
31, 2022 (Unaudited)
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.
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.
Annual Report
| December 31, 2022 |
113 |
Blackstone
Credit Funds |
Summary
of Updated Information
Regarding the Funds |
December
31, 2022 (Unaudited)
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).
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.
Inflation
and Supply Chain Risk (updated since the prior disclosure date for the Funds)
Economic
activity has continued to accelerate across sectors and regions. Nevertheless, due to global supply chain issues, a rise in energy
prices and strong consumer demand as economies continue to reopen, inflation has increased in the U.S. and globally. Inflation
is likely to continue in the near to medium-term, particularly in the U.S., with the possibility that monetary policy may continue
to tighten in response. There can be no assurance that inflation will not become a serious problem in the future and have an adverse
impact on the Fund’s returns.
FUND
SPECIFIC RISKS
BSL
Derivatives
Risk (updated since the Fund’s prior disclosure date)
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:
| 114 | www.blackstone-credit.com |
Blackstone
Credit Funds |
Summary
of Updated Information
Regarding the Funds |
December
31, 2022 (Unaudited)
| ● | 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. |
| ● | 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. |
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.
Rule
18f-4 requires 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 has 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 management 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.
Annual Report
| December 31, 2022 |
115 |
Blackstone
Credit Funds |
Summary
of Updated Information
Regarding the Funds |
December
31, 2022 (Unaudited)
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 of 1933, as amended, or registered under the Securities
Exchange Act of 1934, as amended (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.
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.
| 116 | www.blackstone-credit.com |
Blackstone
Credit Funds |
Summary
of Updated Information
Regarding the Funds |
December
31, 2022 (Unaudited)
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.
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.
Annual Report
| December 31, 2022 |
117 |
Blackstone
Credit Funds |
Summary
of Updated Information
Regarding the Funds |
December
31, 2022 (Unaudited)
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.
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.
| 118 | www.blackstone-credit.com |
Blackstone
Credit Funds |
Summary
of Updated Information
Regarding the Funds |
December
31, 2022 (Unaudited)
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.
There
is no assurance that a leveraging strategy will be successful. Leverage involves risks and special considerations for common shareholders,
including:
| ● | 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. |
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.
Annual Report
| December 31, 2022 |
119 |
Blackstone
Credit Funds |
Summary
of Updated Information
Regarding the Funds |
December
31, 2022 (Unaudited)
BGX
Derivatives
Risk (updated since the Fund’s prior disclosure date)
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.
Rule
18f-4 requires 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 has 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 management 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.
| 120 | www.blackstone-credit.com |
Blackstone
Credit Funds |
Summary
of Updated Information
Regarding the Funds |
December
31, 2022 (Unaudited)
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.
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.
Annual Report
| December 31, 2022 |
121 |
Blackstone
Credit Funds |
Summary
of Updated Information
Regarding the Funds |
December
31, 2022 (Unaudited)
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.
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.
122 | www.blackstone-credit.com |
Blackstone
Credit Funds |
Summary
of Updated Information
Regarding the Funds |
December
31, 2022 (Unaudited)
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.
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
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. |
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.
Annual Report
| December 31, 2022 |
123 |
Blackstone
Credit Funds |
Summary
of Updated Information
Regarding the Funds |
December
31, 2022 (Unaudited)
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.
BGB
Derivatives
Risk (updated since the Fund’s prior disclosure date)
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.
124 | www.blackstone-credit.com |
Blackstone
Credit Funds |
Summary
of Updated Information
Regarding the Funds |
December
31, 2022 (Unaudited)
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.
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.
Rule
18f-4 requires 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 has 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 management 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.
Annual Report
| December 31, 2022 |
125 |
Blackstone
Credit Funds |
Summary
of Updated Information
Regarding the Funds |
December
31, 2022 (Unaudited)
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.
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 (deleted since the prior disclosure date for the Funds)
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.
126 | www.blackstone-credit.com |
Blackstone
Credit Funds |
Summary
of Updated Information
Regarding the Funds |
December
31, 2022 (Unaudited)
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
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. |
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
Since
the prior disclosure date, there have been no changes in the persons primarily responsible for the day-to-day management of the
Funds’ portfolios.
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.
Annual Report
| December 31, 2022 |
127 |
Blackstone Credit Funds |
Summary of Fund Expenses |
December
31, 2022 (Unaudited)
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, 2022 (except as noted below).
|
Senior
Floating Rate Term Fund |
Long-Short
Credit Income Fund |
Strategic
Credit Fund |
ANNUAL
EXPENSES |
|
|
|
Advisory
Fees (1) |
1.32% |
1.20% |
1.59% |
Dividends
on Preferred Shares (2) |
0.00% |
0.41% |
0.27% |
Other
expenses (3) |
0.52% |
0.63% |
0.43% |
Interest
on Borrowed Funds (4) |
2.14% |
2.45% |
2.38% |
TOTAL
ANNUAL EXPENSES |
3.98% |
4.69% |
4.67% |
| (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, 2022 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, 2022. “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. |
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 3.98%, 4.69%, and 4.67% 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:
|
1
Year |
3
Years |
5
Years |
10
Years |
Blackstone
Senior Floating Rate Term Fund |
$40 |
$121 |
$204 |
$419 |
Blackstone
Long-Short Credit Income Fund |
$47 |
$141 |
$236 |
$476 |
Blackstone
Strategic Credit Fund |
$47 |
$141 |
$235 |
$475 |
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.
128 | www.blackstone-credit.com |
Blackstone Credit Funds |
Senior Securities |
December
31, 2022 (Unaudited)
The
table below sets forth the senior securities outstanding as of the end of each Funds’ fiscal years or period ended 2012,
2013, 2014, 2015, 2016, 2017, 2018, 2019, 2020, 2021 and 2022.
Blackstone
Senior Floating Rate Term Fund
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 | | |
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 | | |
| – | | |
| – | |
2021 | | |
Revolving Credit Facility | |
$ | 105,500 | | |
$ | 3,079 | | |
| – | | |
| – | |
2022 | | |
Revolving Credit Facility | |
$ | 85,000 | | |
$ | 3,143 | | |
| – | | |
| – | |
| (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. |
Blackstone
Long-Short Credit Income Fund
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(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 | | |
| – | |
2021 | | |
Revolving Credit Facility | |
$ | 98,900 | | |
$ | 3,157 | | |
| – | | |
| – | |
| | |
MRPS (Series A) | |
$ | 20,000 | | |
$ | 2,626 | | |
$ | 1,000 | | |
| – | |
2022 |
|
|
Revolving Credit Facility | |
$ | 82,800 | | |
$ | 3,171 | | |
| – | | |
| – | |
| | |
MRPS (Series A) | |
$ | 20,000 | | |
$ | 2,552 | | |
$ | 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, 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 $52,405,671
and $38,219,410, respectively |
Annual
Report | December 31, 2022 |
129 |
Blackstone Credit Funds |
Senior Securities |
December
31, 2022 (Unaudited)
Blackstone
Strategic Credit Fund
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 | | |
| – | |
2021 | | |
Revolving Credit Facility | |
$ | 323,800 | | |
$ | 3,131 | | |
| – | | |
| – | |
| | |
MRPS (Series A) | |
$ | 45,000 | | |
$ | 2,749 | | |
$ | 1,000 | | |
| – | |
2022 | | |
Revolving Credit Facility | |
$ | 268,900 | | |
$ | 3,174 | | |
| – | | |
| – | |
| | |
MRPS (Series A) | |
$ | 45,000 | | |
$ | 2,717 | | |
$ | 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. |
130 | www.blackstone-credit.com |
Blackstone Credit Funds |
Market and Net Asset Value Information |
December
31, 2022 (Unaudited)
The
Funds’ Common Shares are listed on the New York Stock Exchange and trade under the tickers and commenced trading as shown
below.
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 |
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
|
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)% |
Fiscal
Year 2021 |
|
|
|
|
|
|
|
|
|
March
31, 2021 |
15.67 |
|
14.12 |
|
15.56 |
|
16.28 |
|
(4.4)% |
June
30, 2021 |
16.93 |
|
15.40 |
|
16.35 |
|
16.52 |
|
(1.0)% |
September
30, 2021 |
16.68 |
|
15.83 |
|
16.42 |
|
16.53 |
|
(0.7)% |
December
31, 2021 |
17.53 |
|
16.15 |
|
17.01 |
|
16.22 |
|
4.9% |
Fiscal
Year 2022 |
|
|
|
|
|
|
|
|
|
March
31, 2022 |
17.12 |
|
14.22 |
|
15.28 |
|
15.87 |
|
(3.7)% |
June
30, 2022 |
15.82 |
|
13.13 |
|
13.30 |
|
14.32 |
|
(7.1)% |
September
30, 2022 |
14.13 |
|
12.50 |
|
12.56 |
|
13.97 |
|
(10.1)% |
December
30, 2022 |
13.02 |
|
12.24 |
|
12.43 |
|
14.00 |
|
(11.2)% |
Annual
Report | December 31, 2022 |
131 |
Blackstone
Credit Funds |
Market
and Net Asset Value Information |
December
31, 2022 (Unaudited)
Blackstone
Long-Short Credit Income Fund
|
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)% |
Fiscal
Year 2021 |
|
|
|
|
|
|
|
|
|
March
31, 2021 |
14.26 |
|
13.36 |
|
14.14 |
|
15.31 |
|
(7.6)% |
June
30, 2021 |
15.18 |
|
14.07 |
|
15.12 |
|
15.53 |
|
(2.6)% |
September
30, 2021 |
15.39 |
|
14.39 |
|
15.17 |
|
15.52 |
|
(2.3)% |
December
31, 2021 |
15.59 |
|
14.32 |
|
14.76 |
|
15.22 |
|
(4.9)% |
Fiscal
Year 2022 |
|
|
|
|
|
|
|
|
|
March
31, 2022 |
15.00 |
|
13.05 |
|
13.44 |
|
14.81 |
|
(9.2)% |
June
30, 2022 |
13.74 |
|
11.36 |
|
11.50 |
|
13.04 |
|
(11.8)% |
September
30, 2022 |
12.84 |
|
10.81 |
|
10.90 |
|
12.52 |
|
(12.9)% |
December
30, 2022 |
11.49 |
|
10.58 |
|
10.84 |
|
12.55 |
|
(13.6)% |
132 | www.blackstone-credit.com |
Blackstone
Credit Funds |
Market
and Net Asset Value Information |
December
31, 2022 (Unaudited)
Blackstone
Strategic Credit Fund
|
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)% |
Fiscal
Year 2021 |
|
|
|
|
|
|
|
|
|
March
31, 2021 |
13.40 |
|
12.36 |
|
13.33 |
|
14.52 |
|
(8.2)% |
June
30, 2021 |
13.95 |
|
13.27 |
|
13.93 |
|
14.72 |
|
(5.4)% |
September
30, 2021 |
14.10 |
|
13.55 |
|
13.85 |
|
14.70 |
|
(5.8)% |
December
31, 2021 |
13.94 |
|
13.84 |
|
13.62 |
|
14.45 |
|
(5.7)% |
Fiscal
Year 2022 |
|
|
|
|
|
|
|
|
|
March
31, 2022 |
13.79 |
|
12.52 |
|
13.05 |
|
14.08 |
|
(7.3)% |
June
30, 2022 |
13.32 |
|
10.88 |
|
11.17 |
|
12.50 |
|
(10.6)% |
September
30, 2022 |
12.21 |
|
10.53 |
|
10.63 |
|
12.03 |
|
(11.6)% |
December
30, 2022 |
11.09 |
|
10.27 |
|
10.58 |
|
12.08 |
|
(12.4)% |
| (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. |
UNRESOLVED
STAFF COMMENTS
Each
Fund believes that there are no material unresolved written comments, received 180 days or more before December 31, 2022, from
the Staff of the SEC regarding any of its periodic or current reports under the Exchange Act or the 1940 Act, or its registration
statement.
Annual
Report | December 31, 2022 |
133 |
Blackstone Credit Funds
|
Privacy Procedures |
December
31, 2022 (Unaudited)
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.
FACTS |
WHAT
DO BLACKSTONE REGISTERED FUNDS 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? |
The types of personal information we collect and share depend on the product or service you have with us. 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. |
Reasons
we can share your personal information |
Do
Blackstone
Registered
Funds 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 |
No |
We
don't share |
For
our affiliates' everyday business purposes – information about your transactions and experiences |
No |
We
don't share |
For
our affiliates' everyday business purposes – information about your creditworthiness |
No |
We
don't share |
For
our affiliates to market to you |
No |
We
don't share |
For
nonaffiliates to market to you |
No |
We
don't share |
134 | www.blackstone-credit.com |
Blackstone
Credit Funds |
Privacy Procedures |
December
31, 2022 (Unaudited)
Questions? |
Email
us at GLB.privacy@blackstone.com |
Who We Are |
Who is providing this notice? |
Blackstone Registered Funds include 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 Floating Rate Enhanced Income Fund, Blackstone Senior Floating Rate Term Fund, Blackstone Long-Short Credit Income
Fund, Blackstone Strategic Credit Fund, Blackstone Secured Lending Fund, Blackstone Real Estate Income Fund, Blackstone Real
Estate Income Fund II, and Blackstone Real Estate Income Master Fund. |
What We Do |
How
do Blackstone Registered Funds 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
do Blackstone Registered Funds collect my personal information? |
We
collect your personal information, for example, when you:
● 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. See below for more on your rights under
state law.
|
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. |
Definitions |
Affiliates |
Companies
related by common ownership or control. They can be financial and nonfinancial companies.
● Our
affiliates include companies with a Blackstone name and financial companies such as Blackstone Credit and Strategic Partners
Fund Solutions.
|
Nonaffiliates |
Companies
not related by common ownership or control. They can be financial and nonfinancial companies.
● Blackstone
Registered Funds do not share with nonaffiliates so they can market to you.
|
Joint
marketing |
A
formal agreement between nonaffiliated financial companies that together market financial
products or services to you.
● Our
joint marketing partners include financial services companies.
|
Annual
Report | December 31, 2022 |
135 |
Blackstone
Credit Funds |
Privacy Procedures |
December
31, 2022 (Unaudited)
Other
Important Information |
California
Residents — In accordance with California law, we will not share information we collect about California residents with
nonaffiliates except as permitted by law, such as with the consent of the customer or to service the customer’s accounts.
We will also limit the sharing of information about you with our affiliates to the extent required by applicable California law.
Vermont
Residents — In accordance with Vermont law, we will not share information we collect about Vermont residents with nonaffiliates
except as permitted by law, such as with the consent of the customer or to service the customer’s accounts. We will not
share creditworthiness information about Vermont residents among Blackstone Registered Funds’ affiliates except with the
authorization or consent of the Vermont resident.
If
you have any questions or comments about this Privacy Notice, or if you would like us to update information we have about you
or your preferences, please email us at PrivacyQueries@Blackstone.com or access our web form www.blackstone.com/privacy.
You
also may write to:
Blackstone
Inc.
Attn:
Legal & Compliance
345
Park Avenue
New
York, NY 10154
136 | www.blackstone-credit.com |
Blackstone
Credit Funds |
Privacy Procedures |
December
31, 2022 (Unaudited)
INVESTOR
DATA PRIVACY NOTICE
Why
are you seeing this notice?
| ● | 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 or management companies that are subsidiaries of Blackstone 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. |
Please
read the information below carefully. It explains how and why Personal Data is processed by us.
Who is providing this notice?
Blackstone
is committed to protecting and respecting your privacy. Blackstone is a global financial services firm with offices, branches,
operations and entities globally, including as described at this link: https://www.blackstone.com/privacy#appendixA
| ● | 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, manager and/or investment adviser of the relevant Fund, in each case, with which you contract,
transact or otherwise share Personal Data (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, please see the ‘Contact
Us’ section. |
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.
What
Personal Data do we collect about you?
The
types of Personal Data that 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 you, 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:
| ● | Identifiers
(e.g., real name, alias, postal address, email address, social security or driver’s licence 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); |
Annual
Report | December 31, 2022 |
137 |
Blackstone
Credit Funds |
Privacy Procedures |
December
31, 2022 (Unaudited)
| ● | 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). |
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:
WHAT |
HOW |
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.
|
Personal
Data we obtain from others |
We
obtain Personal Data from:
● 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 / organizations
● Transaction counterparties
|
138 | www.blackstone-credit.com |
Blackstone
Credit Funds |
Privacy Procedures |
December
31, 2022 (Unaudited)
Why
do we process your Personal Data?
We
may process or disclose your Personal Data for the following reasons:
WHY |
HOW |
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 |
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
● Carry out surveillance and investigations
● Carry out audit checks
● Maintain statutory registers
● Prevent and detect fraud
● Comply with sanctions requirements |
Annual
Report | December 31, 2022 |
139 |
Blackstone
Credit Funds |
Privacy Procedures |
December
31, 2022 (Unaudited)
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 prudential and 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’, terrorist financing, 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)
● Analyze 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, and correspondent/agent banks
● Monitor the operation of Fund distribution platforms, where these are operated by third parties or service providers
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.
|
Monitoring
as described in ‘Legitimate Interests’ 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
regulatory rules and practices and, where we are permitted to do so, to protect our business and the security of our systems.
140 | www.blackstone-credit.com |
Blackstone Credit Funds
|
Privacy Procedures |
December
31, 2022 (Unaudited)
Who
we share your Personal Data With
Your
Personal Data will be shared with:
Who |
Why |
Fund
Associates |
We
share your Personal Data with our associates, related parties and members of our group.
This is:
● To manage our relationship with you
● For the legitimate interests of a third party in carrying out anti-money laundering, ‘know your client’, and
other compliance checks required of them under applicable laws and regulations
● For the purposes set out in this Data Privacy Notice
|
Fund
Managers, Depositories, Administrators, Custodians, Distributors, Investment Advisers
|
● Delivering the services you require
● Managing your investment
● Supporting and administering investment-related activities
● Complying with applicable investment, anti-money laundering and other laws and regulations
|
Tax
Authorities |
● To comply with applicable laws and regulations
● Where required or requested by tax authorities in the territory in which you are located or domiciled (in particular,
Cayman Island or UK/EEA tax authorities) who, in turn, may share your Personal Data with foreign tax authorities
● Where required or requested by foreign tax authorities, including outside of the territory in which you are located or
domiciled (including outside the Cayman Islands or UK/EEA)
|
Service
Providers |
● Delivering and facilitating the services needed to support our business relationship
with you (including cloud services)
● Supporting and administering investment-related activities
● Where disclosure to the service provider is considered necessary to support Blackstone with the purposes described in
section 5 of this Data Privacy Notice
|
Financing
Counterparties, Lenders, Correspondent and Agent Banks |
● Assisting these transaction counterparties with regulatory checks, such as ‘know
your client’, and anti-money laundering procedures
● Sourcing credit for Fund-related entities in the course of our transactions and fund life cycles
|
Our
Lawyers, Auditors and other Professional Advisers |
● Providing you with investment-related services
● To comply with applicable legal and regulatory requirements
● Supporting Blackstone with the purposes described in section 5 of this Data Privacy Notice
|
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 |
| ● | Other
organizations and agencies – where we are required to do so by law. |
For
California residents, in the preceding 12 months, we may have disclosed Personal Data listed in any of the categories in "What
Personal Data do we collect about you?" 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.
Annual
Report | December 31, 2022 |
141 |
Blackstone
Credit Funds |
Privacy Procedures |
December
31, 2022 (Unaudited)
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 that 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.
Sending
your Personal Data Internationally
We
may transfer your Personal Data between different countries to recipients in countries other than the country in which the information
was originally collected (including to our affiliates and group members, members of the Fund’s partnership, transaction
counterparties, and third-party service providers). Where you are based in the UK, the EU, or another country which imposes data
transfer restrictions outside of its territory, this includes transfers outside of the UK and the European Economic Area (“EEA”)
or that geographical area, to those countries in which our affiliates, group members, service providers and business partners
operate. Those countries may not have the same data protection laws as the country in which you initially provided the information.
Where
we transfer Personal Data outside of the UK, the EEA, or other territories subject to data transfer restrictions to other members
of our group, our service providers or another third party recipient, 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 the ‘Contact Us’
section for details.
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 “Why do we process your Personal Data?” 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
the ‘Contact Us’ section for details.
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 / regulatory requirement, or business purpose, for retaining your Personal Data.
142 | www.blackstone-credit.com |
Blackstone
Credit Funds |
Privacy Procedures |
December
31, 2022 (Unaudited)
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:
| ● | 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 |
You
also have the right in some circumstances to request us to “port” your Personal Data in a portable, re-usable format
to other organizations (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 see the ‘Contact Us’ section for details.
Concerns
or Queries
We
take your concerns very seriously. We encourage you to bring to our attention any concerns you have about our processing of 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. Please see the ‘Contact Us’ section for details.
Please
also contact us via any of the contact methods listed below if you have a disability and require an alternative format of this
Data Privacy 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:
Country |
Supervisory
Authority |
Cayman
Islands |
Cayman
Islands Ombudsman (available at: https://ombudsman.ky) |
European
Union |
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 |
United
Kingdom |
Information
Commissioner’s Office (available at: https://ico.org.uk/global/contact-us/) |
Annual
Report | December 31, 2022 |
143 |
Blackstone Credit Funds
|
Privacy Procedures |
December
31, 2022 (Unaudited)
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:
Address |
For
EU/UK related queries:
40
Berkeley Square, London, W1J 5AL, United Kingdom
All
other queries:
345
Park Avenue, New York, NY 10154 |
A
list of country-specific addresses and contacts for locations where we operate is available at https://www.blackstone.com/privacy#appendixA.
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).
144 | www.blackstone-credit.com |
Blackstone
Credit Funds |
Trustees
& Officers |
December
31, 2022 (Unaudited)
The
overall management 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.
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 |
Edward H. D'Alelio
Birth Year: 1952 |
Lead Independent Trustee and member of Audit
and Nominating and Governance Committees |
Trustee Since:
BSL: April 2010
BGX: November
2010
BGB: May 2012
Term Expires:
BSL: 2023
BGX: 2023
BGB: 2023 |
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. |
4 |
Owl Rock Capital Corp. business development
companies (“BDCs”) (7 portfolios overseen in Fund Complex) |
Thomas W. Jasper
Birth Year: 1948 |
Trustee, Chairman of Audit Committee and member
of Nominating and Governance Committee |
Trustee Since:
BSL: April 2010
BGX: November
2010
BGB: May 2012
Term Expires:
BSL: 2024
BGX: 2024
BGB: 2024 |
Mr. Jasper is the Managing Partner of Manursing
Partners LLC, a consulting firm. |
4 |
Sisecam Resources LP (formerly, 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
BGX: May 2012
BGB:
May 2012
Term Expires:
BSL: 2024
BGX: 2024
BGB: 2024 |
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. |
4 |
EQ Premier VIP Trust; EQ Advisors Trust; 1290
Funds |
Jane M. Siebels
Birth Year: 1960 |
Trustee, Member of Audit and Nominating and
Governance Committees |
Trustee Since:
BSL: November 2021
BGX: November
2021
BGB: November 2021
Term Expires:
BSL: 2023
BGX: 2023
BGB: 2023 |
Ms. Siebels was formerly a Consultant at Per4M
and advises a small global equity hedge fund. Prior to 2019, she was CEO and CIO of Amber Asset Management, f/k/a Green Cay
Asset Management. |
4 |
Scotia Bank (Bahamas); Scotia Bank International
(Bahamas); Scotia Trust (Bahamas); First Trust Bank (Bahamas); Global Innovation Fund; JackPotJoy (Bahamas) (until 2021);
Amber Asset Management (until 2019); Green Cay Asset Management (until 2017) |
Annual Report | December
31, 2022 |
145 |
Blackstone Credit Funds |
Trustees
& Officers |
December
31, 2022 (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 |
Trustee Since:
BSL: April 2010
BGX: November
2010
BGB: May 2012
Term Expires:
BSL: 2025
BGX: 2022
BGB: 2022 |
Mr. Smith is a Senior Managing Director of Blackstone
Credit and is Chairman of Liquid Credit Strategies. 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. |
4 |
None |
TRUSTEE
EMERITUS
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 |
Michael F. Holland(4)
Birth Year:
1944 |
Trustee Emeritus |
Trustee From:
BSL: April 2010 – May 2022
BGX: November 2010 – May 2022
BGB: May 2012 – May 2022
Trustee Emeritus Since:
BSL: May 2022
BGX: May 2022
BGB:
May 2022
Trustee Emeritus
Term Expires:
BSL: May 2023
BGX: May 2023
BGB: May 2023 |
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. |
N/A |
State Street Master Funds; Reaves Utility Income
Fund; The China Fund, Inc. (until 2019); The Taiwan Fund (until 2017) |
146 |
www.blackstone-credit.com |
Blackstone Credit Funds |
Trustees
& Officers |
|
December
31, 2022 (Unaudited)
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 |
Officer Since:
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 Chairman of Liquid Credit Strategies. 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. |
Gregory Roppa
Birth Year: 1976 |
Chief Financial Officer and Treasurer |
Officer Since:
BSL: March 2022
BGX: March 2022
BGB: March 2022
Term of Office: Indefinite |
Mr. Roppa is a Managing Director in the Global
Fund Finance group of Blackstone, where he focuses on the accounting and financial reporting for certain entities within Blackstone
Credit, Real Estate, and Insurance businesses. Before joining Blackstone in 2019, Mr. Roppa was the Director of Operations
and Fund Accounting for Clinton Group Inc., an alternative asset management firm. Prior to that Mr. Roppa began his career
in the financial services audit practice at Arthur Andersen LLP. Mr. Roppa received a B.S. in Accounting from Binghamton University,
where he graduated cum laude. He is a Certified Public Accountant. |
Robert Zable
Birth Year: 1972 |
Executive Vice President and Assistant Secretary |
Officer Since:
BSL: September 2015
BGX: September
2015
BGB: September 2015
Term of Office: Indefinite |
Mr. Zable is a Senior Managing Director and
as of 2023 is the Global Head of Liquid Credit Strategies. Mr. Zable is also Senior Portfolio Manager of the U.S. CLOs and
closed-end funds within Blackstone Credit’s Liquid Credit Strategies business. 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 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. |
Marisa Beeney
Birth Year: 1970 |
Chief Legal Officer and Secretary |
Officer Since:
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. |
William Renahan
Birth Year: 1969 |
Chief Compliance Officer |
Officer Since:
BSL: September 2022
BGX: September
2022
BGB: September 2022
Term of Office: Indefinite |
Mr. Renahan is a Managing Director in the Legal
and Compliance group of Blackstone. Before joining Blackstone in 2022, he was a Senior Managing Director and Chief Compliance
Officer at Duff & Phelps Investment Management. Mr. Renahan previously served for approximately 13 years at Legg Mason
and predecessor firms as a Managing Director and Senior Counsel. He was also previously an associate in the New York office
of the law firm Battle Fowler LLP (which subsequently merged into Paul Hastings LLP). Mr. Renahan has been an active member
of the Investment Company Institute ("ICI") and served as Chairman of the ICI’s Closed-End Fund Committee
from 2014-2018. |
Valerie Naratil
Birth Year: 1988 |
Public Relations Officer |
Officer Since:
BSL: February 2021
BGX: February
2021
BGB: February 2021
Term of Office: Indefinite |
Ms. Naratil is a Principal of Blackstone Credit
and part of the Institutional Client Solutions team for Blackstone Credit’s Liquid Credit Strategies business. Before
joining Blackstone Credit in 2014, Ms. Naratil worked at UBS Investment Bank, advising corporate clients across the Healthcare
industry. |
Annual
Report | December 31, 2022 |
147 |
Blackstone Credit Funds |
Trustees
& Officers |
December
31, 2022 (Unaudited)
(1) | The
address of each Trustee/Nominee, Trustee Emeritus 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, and Blackstone Alternative
Multi-Strategy Fund. |
(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. |
(4) | Mr.
Holland became a Trustee Emeritus of the Funds effective May 25, 2022. |
148 | www.blackstone-credit.com |

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 proxy voting policies and procedures.
Item
8. Portfolio Managers of Closed-End Management Investment Companies.
(a)(1)
As of: December 31, 2022
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 and the Global Head of Liquid Credit Strategies ("LCS"). He is also 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.
Prior to joining Blackstone Credit, then known as GSO
Capital Partners, 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. 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 and a Portfolio Manager of the closed-end and exchange-traded
funds in Blackstone Credit’s Liquid Credit Strategies (“LCS”) unit.
He sits on LCS’s U.S. Syndicated Credit Investment Committee.
Prior
to joining Blackstone Credit, then known as GSO Capital Partners, in 2012 Mr. McKemie was an Associate in Leveraged Finance
at CitiFirm 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 Managing Director and Head of U.S. CLO portfolio management for Blackstone Credit’s Liquid Credit Strategies (“LCS”)
unit. He sits on LCS's U.S. Syndicated Credit Investment Committee.
Prior to joining Blackstone Credit, then known as GSO
Capital Partners, 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, 2022, 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 |
1,754 |
0 |
0 |
|
Other Pooled Accounts |
58 |
87,551 |
58 |
87,551 |
|
Other
Accounts |
1 |
28 |
0 |
0 |
|
|
|
|
|
|
|
Gordon
McKemie |
|
|
|
|
See below(1) |
Registered Investment
Companies |
6 |
7,829 |
0 |
0 |
|
Other Pooled Accounts |
0 |
0 |
0 |
0 |
|
Other
Accounts |
0 |
0 |
0 |
0 |
|
|
|
|
|
|
|
Robert
Post |
|
|
|
|
See below(1) |
Registered Investment
Companies |
4 |
1,754 |
0 |
0 |
|
Other Pooled Accounts |
57 |
29,017 |
57 |
29,017 |
|
Other
Accounts |
1 |
28 |
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 Blackstone Inc. (collectively with its affiliates as the context requires, “Blackstone” and together
with Blackstone Credit, the “Firm”) holding a controlling interest in Blackstone Alternative Credit Advisors LP (collectively
with its affiliates in the credit-focused business of Blackstone, “Blackstone Credit”) 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 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., implemented by the Firm
to mitigate potential conflicts of interest and address certain regulatory requirements and contractual restrictions, such as
the Firm’s information wall policy) regarding the sharing of information that may from time to time 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. The information, which could be of benefit to the Fund, is likely to be 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 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. Certain members of the
Adviser’s investment team are also members of Other Clients’ investment teams and will continue to serve in those
roles (which could be their primary responsibility) and as a result, not all of their business time will be devoted to Blackstone
or the Fund. Certain non-investment professionals are not dedicated solely to the Fund and are permitted to perform work for Other
Clients which is expected to detract from the time such persons devote to the Fund. 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’s and the Adviser’s 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 may 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 business activities, 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 such 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) and to incentivize Blackstone to engage such service provider
over a third party. The fees for services provided by such service providers may or may not be at the same rate charged by other
third parties and the Firm undertakes no obligations to select service providers who may have lower rates. The Firm undertakes
no minimum amount of benchmarking. To the extent the Firm does engage in benchmarking, it cannot be assured that such benchmarking
will be accurate, comparable, or relate specifically to the assets or services to which such rates or terms relate. Whether or
not the Firm has a relationship or receives financial or other benefit from recommending a particular service provider, there
can be no assurance that no other service provider is more qualified to provide the applicable services or could provide such
services at lesser cost. 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, including through joint ventures, investment platforms, other entities or similar arrangements, 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. Senior and Other Advisors’ benefits described in this paragraph will,
in certain circumstances, continue after termination of status as a Senior and Other Advisor.
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 Blackstone on transactions, provide Blackstone 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) 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 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 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, 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 “employees”
(e.g., they can be expected to have dedicated offices at Blackstone, receive administrative support from Blackstone personnel,
participate in general meetings and events for Blackstone personnel, work on Blackstone matters as their primary or sole business
activity, service Blackstone exclusively, have Blackstone-related e-mail addresses and/or business cards and participate in certain
benefit arrangements typically reserved for Blackstone employees, etc.) even though they are not considered Blackstone employees,
affiliates or personnel for purposes of the investment advisory agreement between the Fund and Blackstone. 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 is limited in its ability to monitor and mitigate these conflicts. Blackstone 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, the Fund and/or any portfolio companies
for the duration of the relevant investments.
As
an example of the foregoing, in certain investments through joint ventures, investment platforms, other entities or similar arrangements,
the Fund will from time to time 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.
Also,
Blackstone will represent creditors or debtors in proceedings under Chapter 11 of the U.S. Bankruptcy Code or prior to such filings
and will serve as advisor to creditor and equity committees. This involvement, for which Blackstone will from time to time be
compensated, could limit or preclude the flexibility that the Fund would otherwise have to buy or sell certain assets, and may
require that the Fund dispose of an investment at an inopportune time.
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. Such conflicts related to investments in
and arrangements with other asset management firms will not necessarily be resolved in favor of the Fund. Shareholders will not
be entitled to receive notice or disclosure of the terms or occurrence of either the investments in alternative asset management
firms or transactions therewith and will not receive any benefit from such transactions. These conflicts related to investments
in and arrangements with other asset management firms, will not necessarily be resolved in favor of the Fund.
Blackstone
Policies and Procedures; Information Walls. Blackstone 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. Specified policies and procedures,
such as Blackstone’s information wall policy, implemented by Blackstone to mitigate potential conflicts of interest and
address certain regulatory requirements and contractual restrictions, will reduce the synergies and collaboration across Blackstone’s
various businesses that the Fund expects to draw on for purposes of identifying, pursuing and managing attractive investment opportunities.
Because Blackstone has many different asset management and advisory businesses, including private equity, growth 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 Blackstone, Blackstone has implemented certain policies
and procedures (e.g., Blackstone’s information wall policy) regarding the sharing of information that have the potential
to reduce the positive synergies and collaborations that the Fund could otherwise expect to utilize for purposes of identifying
and managing attractive investments. For example, Blackstone 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 Blackstone. 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. 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 Blackstone Credit and other business units at Blackstone. For example, in some
instances, personnel of Blackstone would be unable 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 Blackstone to share
information internally. In addition, due to these restrictions, in some instances, the Fund would not be able to initiate a transaction
that it otherwise might have initiated and would not be able to arrange for the sale and liquidation of all or any portion of
an investment that it otherwise might have sold.
In
addition, to the extent that Blackstone is in possession of material non-public information or is otherwise restricted from trading
in certain securities, the Fund would 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 Blackstone fund has or has considered
making an investment or which is otherwise a client of Blackstone 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. Blackstone reserves the right to 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, require the Fund
to share such opportunities or otherwise limit the amount of an opportunity the Fund can otherwise take.
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 may 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. Further, data is expected to be aggregated across the Fund, Other Clients
and their respective obligors/portfolio companies and, in connection therewith, Blackstone would serve as the repository for such
data, including with ownership and use rights therein.
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 can be 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 may provide data management services
to portfolio companies and may also 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 may 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 (which will afford such investor
special rights and benefits) that could incorporate one or more strategies (including, but not limited to, a different sector
and/or geographical focus) 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 or investment in (as applicable) 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 funds (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 comprises 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
or Blackstone Credit implements, Blackstone Credit or 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. Equity holders and debt holders have different (and often competing) motives,
incentives, liquidity goals and other interests with respect to a portfolio company. 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 both
normal course ongoing matters (such as consent rights with respect to loan modifications in intercreditor agreements) and also
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. The efficacy of following
the vote of third-party creditors will be limited in circumstances where the Fund or Other Client acquires all or substantially
all of a relevant instrument, tranche or class of securities.
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.
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 Blackstone Credit 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.
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. For example, in a bankruptcy proceeding, in circumstances where the Fund holds an equity investment in a portfolio
company, the holders of such portfolio company’s debt instruments (which may include one or more Other Clients) may take
actions for their benefit (particularly in circumstances where such portfolio company faces financial difficulties or distress)
that subordinate or adversely impact the value of the Fund’s investment in such portfolio company. 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. In addition, certain investment opportunities that fall within the Fund’s
investment objectives or strategy may be allocated in whole or in part (a) to Blackstone or Blackstone Credit itself, such as
strategic investments made by Blackstone or Blackstone Credit itself (whether in financial institutions or otherwise), or (b)
to Other Clients, such as Other Clients that have investment objectives or guidelines similar to or overlapping, in whole or in
part, with the Fund to some extent, or pursue similar returns as the Fund but have a different investment strategy or objective.
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 (which determinations
shall be on a basis that Blackstone Credit believes in good faith to be fair and reasonable), 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, objectives, parameters, limitations and other contractual
provisions, 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), (xxii) timing expected to be necessary to execute an investment, (xxiii) whether Blackstone Credit
believes that allocating investment opportunities to an investor will help establish, recognize, strengthen and/or cultivate relationships
that may provide indirectly longer-term benefits (including strategic, sourcing or similar benefits) to the Fund, Other Clients
and/or Blackstone and (xxiv) 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, 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,
will, in certain circumstances, 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 may 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 and in accordance with the practices set out in “Other Conflicts”
herein.
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, political, national security 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, printing expenses 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 development 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;
treasury and valuation 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. Further, such parties could provide products and services for fees to the Fund, Other
Clients and their obligors/portfolio companies in circumstances where third-party service providers are concurrently providing
similar services to the Fund, Other Clients and their obligors/portfolio companies. Through its Innovations group, Blackstone
incubates (or otherwise invests in) businesses that are expected to be introduced to, and therefore frequently 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 origination activities, referrals and other
related activities of such business incubated by the Blackstone Innovations group, and unconsummated transactions.
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, financings 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 also be expected to provide, either alone
or alongside third parties performing similar services, placement, financial advisory or other similar services to purchasers
or sellers of securities (including in connection with primary offerings, secondary transactions and/or transactions involving
special purpose acquisition companies), 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 fees, advisory fees (including 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.
Sales
of loans or securities for the account of the Fund and its portfolio companies will from time to time be bunched or aggregated
with orders for other accounts of the Firm including Other Clients. It could be impossible, as determined by Blackstone Credit
in its sole discretion, to receive the same price or execution on the entire volume of securities sold, and the various prices
will, in certain circumstances, therefore be averaged which may be disadvantageous to the Fund.
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.)
Blackstone
and Blackstone Credit employees are generally permitted to invest in alternative investment funds, real estate funds, hedge funds
or other investment vehicles, including potential competitors of the Fund. The Fund will not receive any benefit from any such
investments.
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. In addition, one or more investment vehicles controlled by Blackstone may be established
to facilitate participation in Blackstone’s side-by-side investment program by employees and/or partners of 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). 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.
Blackstone
has also entered into certain investment management arrangements whereby it provides investment management services for compensation
to insurance companies including (i) FGL Holdings which was formerly known as Fidelity & Guaranty Life Insurance Company and
was acquired by Fidelity National Financial Inc., and certain of its affiliates (“FGL”), (ii) Everlake Life Insurance
Company and certain of its affiliates (“ALIC”) and (iii) the insurance companies comprising American International
Group Inc.’s life and retirement business (“AIG L&R”). As of the date of this report, ALIC is a portfolio
entity of Other Blackstone Clients which involve investments across a variety of asset classes (including investments that may
otherwise be appropriate for the Fund) and Blackstone has acquired a 9.9% equity interest in the parent company of AIG L&R.
As a result, in addition to the compensation Blackstone receives for providing investment management services to insurance companies
in which Blackstone or an Other Blackstone Client owns an interest, in certain instances Blackstone receives additional compensation
in its capacity as an indirect owner of such insurance companies and/or Other Blackstone Clients. In the future Blackstone will
likely enter into similar arrangements with other portfolio companies of the Fund, Other Blackstone Clients or other insurance
companies. Such arrangements may reduce the allocations of investments to the Fund, and Blackstone 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 Blackstone 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,
accounts receivable, 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, environmental due diligence support (e.g., review of property condition reports), operational coordination
(i.e., coordination with JV partners, property managers), risk management, reporting, such as tax reporting, debt reporting or
other), tax and treasury, 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. Portfolio company service providers described in this section
are generally owned and controlled by one or more Other Clients. In certain instances, a similar company could be owned and controlled
by Blackstone directly.
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”). On January 29, 2021, Refinitiv
was sold to London Stock Exchange Group (“LSEG”), with Blackstone private equity funds receiving a minority stake
in LSEG. Refinitiv operates a pricing service that provides valuation services and provides goods and services for the Fund and
its obligors.
Kryalos.
Blackstone through one or more Other Clients has made a minority investment in Kryalos Investments S.r.l. (“Kryalos”),
an operating partner in certain real estate investments made by Other Clients. Kryalos may perform services for the Fund and its
portfolio companies.
Peridot
Financial Services (“Peridot”) and Global Supply Chain Finance (“GSCF”). Blackstone through one or
more of its funds has made majority investments into Peridot and GSCF, which provide supply chain financing and accounts receivable
services globally.
RE
Tech Advisors (“RE Tech”). Blackstone through one or more of its funds has made a majority investment in RE Tech,
an energy audit/consulting firm that identifies and implements energy efficiency programs, calculates return on investment and
tracks performance post-completion. RE Tech is expected to perform services for the Fund, its obligors/portfolio companies and
Other Clients.
Therma
Holdings. Therma Holdings LLC is a portfolio company held by certain Blackstone private equity funds that provides carbon
reduction and energy management services and may provide goods and services for the Fund and its obligors/portfolio companies.
Revantage.
Revantage is a portfolio entity of certain Blackstone Clients that provides corporate support services, including, without limitation,
accounting, legal, tax, treasury, information technology and human resources.
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 (including, without limitation, rent and refurbishment costs and 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; costs
that are of a limited duration or non-recurring (such as start-up or technology build-up costs, one-time technology and systems
implementation costs, employee on-boarding and severance payments, and IPO-readiness and other infrastructure costs); taxes; and
other operating and capital expenditures. Any of the foregoing costs, (including in prior periods, such as where any such costs
are amortized over an extended period), although allocated in a particular period, will, in certain circumstances, relate to activities
occurring outside the period, and further will, in certain circumstances, be of a general and administrative nature that is not
specifically related to particular services, 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, and the particular
methodology used to allocate such overhead among the entities and assets to which services are provided are expected to vary depending
on the types of services provided and the applicable asset class involved and could, in certain circumstances, change from one
period to another. 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. In certain instances, particularly where such service providers and vendors are located in Europe
or Asia, such service providers and vendors will charge the Fund and its portfolio companies for goods and services at cost plus
a percentage of cost for transfer pricing or other tax, legal, regulatory, accounting or other reasons. The Firm is not expected
to 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, resulting in higher fees and expenses being borne by the Fund, 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.
Blackstone has an incentive to use third party services providers who do so as a result of the indirect benefit to Blackstone
and additional business for the related service providers and vendors. Fees paid by the Fund or its portfolio companies to or
value created in these service providers and vendors do not offset or reduce Fund Fees payable by the Shareholders and are not
otherwise shared with the Fund. In the case of brokers, Blackstone has a best execution policy that it updates from time to time
to comply with regulatory requirements in applicable jurisdictions.
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. (See also “Group Procurement; Discounts”
herein.)
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, generally at market rates and/or on
arm’s length terms, the Firm-affiliated (and/or on the basis of best execution, if applicable), 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. In addition to the service providers (including
obligor/portfolio company service providers) and vendors described above, the Fund and its obligors/portfolio companies will engage
in transactions with one or more businesses that are owned or controlled by the Firm directly, not through one of its funds, including
the businesses described below. These businesses will, in certain circumstances, also enter into transactions with other counterparties
of the Fund and its obligors/portfolio companies, as well as service providers and vendors. The Firm could benefit from these
transactions and activities through current income and creation of enterprise value in these businesses. 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:
| ● | Aquicore.
Aquicore is a cloud-based platform that tracks, analyzes and predicts key metrics in
real estate, focused on the reduction of energy consumption. Blackstone holds a minority
investment in Aquicore. |
| ● | 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. |
| ● | Refinitiv.
See “—Obligor/Portfolio Company Service Providers and Vendors.” |
In
addition, Blackstone has acquired a 9.9% equity interest in the parent company of American International Group Inc.’s life
and retirement business. As a result, in addition to the compensation Blackstone receives for providing investment management
services to insurance companies in which Blackstone or an Other Blackstone Client owns an interest, in certain instances Blackstone
receives additional compensation in its capacity as an indirect owner of such insurance companies and/or Other Blackstone Clients.
Such arrangements may reduce the allocations of investments to the Fund, and Blackstone 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 Blackstone relative to the terms of the Fund.
The
Fund could participate alongside the Firm in the acquisition of a service provider. The Firm is expected to establish a valuation
methodology in relation to any such sale or acquisition by the Fund of a service provider. In addition, before entering into any
such transaction with respect to any such service provider, it is anticipated that the Firm will obtain any consents that may
be required under the Advisers Act or other applicable laws or regulations.
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. Further, it could be difficult to identify comparable third-party service providers
that provide services of a similar scope and scale as the Firm-affiliated service providers that are the subject of the benchmarking
analysis. 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 in Blackstone Credit’s view no comparable service provider offering such
good or service exists 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 additional equity ownership 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 the common 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, additional equity ownership 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 and with regard to other decisions related to such assets and investments. Blackstone can be expected to, but
may not always, nonetheless have conflicts of interest in making these determinations, and with regard to other decisions related
to such assets and investments. 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 also be expected to also receive consulting 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, and investor personnel may have incentives
or conflicts with respect to their investments in the Fund or Other Clients, including matters Blackstone Credit is not aware
of, such as interests in Blackstone. 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, financing,
tax profile and 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 the common 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 could 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 common 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
common 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) 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.
Technological
and Scientific Innovations. Recent technological and scientific innovations have disrupted numerous established industries
and those with incumbent power in them. As technological and scientific innovation continues to advance rapidly, it could impact
one or more of the Fund’s strategies. Moreover, given the pace of innovation in recent years, the impact on a particular
Investment may not have been foreseeable at the time the Fund made such investment and may adversely impact the Fund and/or its
obligors/portfolio companies. Furthermore, Blackstone Credit could base investment decisions on views about the direction or degree
of innovation that prove inaccurate and lead to losses.
Additional
Potential Conflicts of Interest. The officers, directors, members, managers, employees and personnel of the Adviser
can be expected to trade in securities 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, 2022.
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, 2022.
Portfolio
Managers |
Dollar
Range of the Registrant’s Securities Owned by the Portfolio Managers(1) |
Robert
Zable |
None |
Gordon
McKemie
|
None
|
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.