Filing Overview
Company: Blackstone / GSO Secured Lending Fund. Filing: Form 8-K filed December 18, 2018, reporting events occurring December 12, 2018. The filing covers material agreements, a dividend reinvestment plan, and changes in financial officers.
Material Agreements and Corporate Actions
- Expense Support Agreement: The Company entered into an expense support and conditional reimbursement agreement with GSO Asset Management LLC, its investment adviser. The adviser may pay certain Company expenses, excluding interest expense, in cash or through offsets against amounts owed by the Company.
- Conditional reimbursement: If available operating funds exceed cumulative shareholder distributions for a quarter, the Company may be required to reimburse the adviser for eligible expense payments made during the prior three years. Reimbursement is generally limited to the lesser of excess operating funds or unreimbursed eligible expense payments. The adviser may waive reimbursement for a quarter.
- Dividend reinvestment plan: The Board adopted an amended and restated plan. Shareholders who do not elect cash dividends will receive additional shares. Before an exchange listing, shares will generally be issued based on the distribution amount divided by the most recent available fiscal quarter-end NAV per share, unless the Board determines otherwise.
Management Changes
- Dohyun (Doris) Lee-Silvestri resigned as Chief Financial Officer and Treasurer effective December 12, 2018.
- Stephan Kuppenheimer was appointed Chief Financial Officer and principal financial officer.
- Robert Busch was appointed Chief Accounting Officer, Treasurer, and principal accounting officer.
Financial Metrics and Outlook
The filing does not provide revenue, profit, cash flow, margin, debt, liquidity, NAV, distribution, or other operating performance figures. It also does not provide formal financial guidance or an earnings outlook.
Risks, Contingencies, and Unusual Items
- Adviser-paid expenses may create future reimbursement obligations for the Company, subject to quarterly limitations and a three-year lookback period.
- The expense support arrangement does not cover interest expense.
- Dividend reinvestment may result in share issuance based on NAV rather than cash distributions, affecting shareholder ownership and share count.
- The filing reports a transition in the Company’s senior financial reporting personnel.
Investor Verification Checklist
- Review Exhibit 10.1 for the precise eligible expenses, reimbursement limits, and repayment conditions.
- Review Exhibit 10.2 for the detailed dividend reinvestment mechanics and applicable NAV determination date.
- Verify whether any expense payments, reimbursement obligations, or share issuances occurred after the effective date.
- Assess the experience and transition arrangements for the newly appointed principal financial and accounting officers.