Business Context and Reporting Period
Blackstone / GSO Secured Lending Fund filed a Form 8-K on December 6, 2018, reporting an event occurring on November 29, 2018. The filing concerns an unregistered issuance of common shares to existing investors through capital drawdowns.
Key Financial and Capital Markets Information
- Approximately 3,901,097 common shares were subject to the capital drawdown notices.
- Aggregate offering price: approximately $97.5 million.
- The sale was expected to close on or about December 13, 2018.
- The issuance was made pursuant to investor subscription agreements and was exempt from Securities Act registration under Section 4(a)(2) and Regulation D.
The filing does not provide revenue, profit, cash flow, margin, debt, liquidity, net asset value, or portfolio performance figures.
Material Changes and Management Commentary
Investors are required to fund drawdowns up to their respective capital commitments on an as-needed basis, generally with at least 10 business days’ prior notice or a shorter period if agreed in the applicable subscription agreement. The filing does not describe changes versus a prior comparable period or provide management commentary on operating performance.
Outlook, Risks, and Unusual Items
- The transaction remained subject to closing, which was expected on or around December 13, 2018.
- The offering was not publicly marketed; the Fund stated that it did not engage in general solicitation or advertising.
- The Fund relied in part on investor representations that the investors were accredited investors under Regulation D.
- Actual proceeds could depend on the completion of the expected issuance and investors’ funding of their drawdown obligations.
Investor Verification Items
- Verify the final closing date and the number of shares actually issued.
- Confirm the cash proceeds received and any effect on the Fund’s capital base, leverage, and liquidity.
- Review the applicable subscription agreements for drawdown timing, funding obligations, and investor commitment limits.
- Confirm the transaction’s compliance with the Section 4(a)(2) and Regulation D exemption requirements.