Business Context and Reporting Period
Blackstone / GSO Secured Lending Fund filed a Form 8-K dated September 11, 2019, reporting an unregistered sale of equity securities under Item 3.02. The filing does not provide operating results for a financial reporting period.
Transaction and Key Financial Metrics
- The Fund delivered capital drawdown notices for approximately 14,651,830 common shares.
- The aggregate offering price was approximately $377.3 million, implying an approximate price of $25.75 per share.
- The sale was expected to close on or about September 25, 2019; the filing does not confirm the actual closing date.
- No revenue, profit, cash flow, margin, debt, liquidity, or asset-quality metrics are provided.
Material Changes Versus the Prior Comparable Period
The filing text does not provide a prior-period comparison. The reported material change is the planned capital drawdown and issuance of approximately $377.3 million of common equity.
Outlook, Commentary, Risks, and Unusual Items
- Investors are required to fund drawdowns to purchase shares up to their respective capital commitments on an as-needed basis.
- The Fund generally must provide at least 10 business days’ prior notice, unless a shorter period is agreed in the applicable subscription agreement.
- The issuance is intended to qualify for an exemption from Securities Act registration under Section 4(a)(2) and Regulation D.
- The Fund stated that it relied in part on investor representations that each investor was an accredited investor, did not engage in general solicitation or advertising, and did not offer the securities to the public.
- The principal execution risk identified in the filing is that the expected transaction closing had not yet occurred as of the report date.
Investor Verification Items
- Verify whether the approximately $377.3 million offering closed on or around September 25, 2019.
- Confirm the final number of shares issued and the final proceeds received.
- Review the applicable subscription agreements for investor commitments, funding conditions, and any agreed shorter notice periods.
- Assess the effect of the equity issuance on the Fund’s capital base, leverage, liquidity, and net asset value per share after closing.