Blackstone Secured Lending Fund (BXSL) risk factors, 2026 10-K

Other

1. 01Price declines in the medium and large-sized U.S. corporate debt market may adversely affect the fair value of our portfolio, reducing our NAV through increased net unrealized depreciation31% rewritten
2. 02We may face increasing competition for investment opportunities, which could delay deployment of our capital, reduce returns and result in losses
3. 03We may have difficulty sourcing investment opportunities
4. 04We face risks associated with the deployment of our capital
5. 05As required by the 1940 Act, a significant portion of our investment portfolio is and will be recorded at fair value as determined in good faith and, as a result, there is and will be uncertainty as to the value of our portfolio investments
6. 06There is a risk that investors in our Common Shares may not receive distributions or that our distributions may decrease over timenew
7. 07We have not established any limit on the amount of funds we may use from available sources, such as borrowings, if any, or proceeds from securities offerings, to fund distributions (which may reduce the amount of capital we ultimately invest in assets)
8. 08As a public reporting company, we are subject to regulations not applicable to private companies, such as provisions of the Sarbanes-Oxley Act. Efforts to comply with such regulations will involve significant expenditures, and non-compliance with such regulations may adversely affect us
9. 09Changes in laws or regulations governing our operations may adversely affect our business or cause us to alter our business strategy42% rewritten
10. 10Trade negotiations and related government actions may create regulatory uncertainty for our portfolio companies and our investment strategies and adversely affect the profitability of our portfolio companies79% rewritten
11. 11Financial regulatory changes in the United States could adversely affect our business54% rewritten
12. 12Conversely, potential deregulation of the banking industry in the United States, including a rollback of existing regulatory requirements, could adversely affect the private credit industry and, consequently, our investment strategy, portfolio performance and overall returnsnew
13. 13We, the Advisers and their affiliates are subject to regulatory oversight, which could negatively impact our operations, cash flow or financial condition, impose additional costs on us or otherwise adversely affect our business
14. 14The impact of financial reform legislation on us is uncertain
15. 15We may experience fluctuations in our quarterly results
16. 16Transactions denominated in foreign currencies subject us to foreign currency risks
17. 17General economic conditions could adversely affect the performance of our investments and operations75% rewritten
18. 18operating results, financial condition, results of operations and cash flows and the fair values of our debt and equity investmentsnew
19. 19Inflation and supply chain risks have had and may continue to have an adverse impact on our financial condition and results of operations
20. 20We may be impacted by general global economic and market conditions43% rewritten
21. 21Economic and trade sanctions laws in the United States and other jurisdictions may prohibit the Company and the Company’s professionals from transacting with or in certain countries and with certain individuals and companiesnew
22. 22It may be difficult to bring suit or foreclosure in non-U.S. countries
23. 23MiFID II obligations could have an adverse effect on the ability of Blackstone Credit & Insurance and its MiFID-authorized EEA affiliates to obtain and research in connection with the provision of an investment service
24. 24Any unrealized losses we experience on our portfolio may be an indication of future realized losses, which could reduce our income available for distribution
25. 25Terrorist attacks, acts of war or natural disasters may adversely affect our operations24% rewritten
26. 26Force majeure events may adversely affect our operations27% rewritten
27. 27Cybersecurity and data protection risks could result in the loss of data, interruptions in our business, and damage to our reputation, and subject us to regulatory actions, increased costs and financial losses, each of which could have a material adverse effect on our business and results of operations61% rewritten
28. 28We may not be able to obtain and maintain all required state licenses
29. 29Compliance with the SEC’s Regulation Best Interest by participating broker-dealers may negatively impact our ability to raise capital in a public offering, which could harm our ability to achieve our investment objectives
30. 30As a Delaware statutory trust, we are subject to the control share acquisition statute contained in the Delaware Statutory Trust Act
31. 31(6) a majority or more of all voting power
32. 32Any control shares of the Company 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 Statute38% rewritten
33. 33Our Declaration of Trust includes exclusive forum and jury trial waiver provisions that could limit a shareholder’s ability to bring a claim or, if such provisions are deemed inapplicable or unenforceable by a court, may cause the Company to incur additional costs associated with such action
34. 34Our Board may change our operating policies and strategies without prior notice or shareholder approval, the effects of which may be adverse to our results of operations and financial condition
35. 35Our Board may amend our Declaration of Trust without prior shareholder approval
36. 36Certain provisions of our Declaration of Trust could deter takeover attempts and have an adverse impact on the value of our Common Shares
37. 37Our investments in senior secured loans, senior secured bonds, subordinated debt and equity of private U.S. companies, including middle market companies, may be risky and, subject to compliance with our 80% policy, there is no limit on the amount of any such investments in which we may invest54% rewritten
38. 38The cost of servicing external debt will also generally be adversely affected by rising international interest rates, as many external debt obligations bear interest at rates which are adjusted based upon international interest ratesnew
39. 39The Company also may originate loans or acquire loans by participating in the initial issuance of the loan as part of a syndicate of banks and financial institutions, or receive its interest in a loan directly from the borrower65% rewritten
40. 40Early repayments of our investments may have a material adverse effect on our investment objectives. In addition, depending on fluctuations of the equity markets and other factors, warrants and other equity investments may become worthless
41. 41The credit rating of a high-yield security does not necessarily address its market value risk. Ratings and market value may change from time to time, positively or negatively, to reflect new developments regarding the issuer
42. 42We may be exposed to risks associated with investments in underlying investment companies or BDCsnew
43. 43The Company’s investment strategy with respect to certain investments may be based upon the premise that loans, debt instruments or participation interests related thereto that are otherwise performing may from time to time be available for purchase by the Company at “discounted” rates or at “undervalued” pricesnew
44. 44Companies in certain markets are not generally subject to uniform accounting, auditing and financial reporting standards, practices and disclosure requirements comparable to those applicable to U.S. companiesnew
45. 45We are exposed to risks associated with changes in interest rates
46. 46Our portfolio companies may incur debt that ranks equally with, or senior to, our investments in such companies
47. 47There may be circumstances where our debt investments could be subordinated to claims of other creditors or we could be subject to lender liability claims
48. 48We generally do not control our portfolio companies
49. 49We are subject to risks related to sustainability matters
50. 50We and our investment adviser could be the target of litigation or regulatory investigations
51. 51Second priority liens on collateral securing debt investments that we make to our portfolio companies may be subject to control by senior creditors with first priority liens. If there is a default, the value of the collateral may not be sufficient to repay in full both the first priority creditors and us
52. 52Economic recessions or downturns or restrictions on trade could impair our portfolio companies and adversely affect our operating results
53. 53Our investments in CLOs may be riskier than a direct investment in the debt or other securities of the underlying companies
54. 54A covenant breach or other default by our portfolio companies may adversely affect our operating results
55. 55Our portfolio companies may be highly leveraged
56. 56Our portfolio may be concentrated in a limited number of industries, which may subject us to a risk of significant loss if there is a downturn in a particular industry in which a number of our investments are concentrated
57. 57We may be subject to risks associated with our investments in the software industry45% rewritten
58. 58We may be subject to risks associated with our investments in the professional services industrynew
59. 59Our investments in the healthcare providers and services industry face considerable uncertainties26% rewritten
60. 60Investing in large private U.S. borrowers may limit the Company’s ability to achieve high growth rates during times of economic expansion
61. 61We are subject to risks associated with investing in portfolio companies that derive a significant portion of their revenue from government contracts
62. 62Investing in private companies involves a number of significant risks, any one of which could have a material adverse effect on our operating results
63. 63We may not realize gains from our equity investments
64. 64An investment strategy focused primarily on privately-held companies presents certain challenges, including, but not limited to, the lack of available information about these companies
65. 65Our investments in securities or assets of publicly-traded companies are subject to the risks inherent in investing in public securities
66. 66A lack of liquidity in certain of our investments may adversely affect our business
67. 67We may not have the funds or ability to make additional investments in our portfolio companies or to fund our unfunded debt commitments
68. 68Our investments may include original issue discount and payment-in-kind instruments
69. 69We may enter into a TRS agreement that exposes us to certain risks, including market risk, liquidity risk and other risks similar to those associated with the use of leverage
70. 70We may enter into repurchase agreements or reverse repurchase agreements
71. 71We may enter into securities lending agreements
72. 72We may from time to time enter into credit default swaps or other derivative transactions which expose us to certain risks, including credit risk, market risk, liquidity risk and other risks similar to those associated with the use of leverage36% rewritten
73. 73We may acquire various financial instruments for purposes of “hedging” or reducing our risks, which may be costly and ineffective and could reduce our cash available for distribution to our shareholders
74. 74Price movements of forwards, futures, derivative contracts and other financial instruments in which the Company’s assets may be invested can be highly volatilenew
75. 75Prepayments of our debt investments by our portfolio companies could adversely impact our results of operations and reduce our return on equity
76. 76Technological or other innovations and industry disruptions may negatively impact us and our portfolio companies
77. 77We and our portfolio companies may experience risk related to the use of artificial intelligencenew
78. 78We may make investments related to data centers, which exposes us to related risksnew
79. 79We may invest through various joint ventures
80. 80We are subject to risks associated with investing alongside other third parties
81. 81We may syndicate co-investment opportunities, which may be costly
82. 82We may use a wide range of investment techniques that could expose us to a diverse range of risks21% rewritten
83. 83The Advisers and their affiliates, including our officers and some of our trustees, face conflicts of interest caused by compensation arrangements with us and our affiliates, which could result in actions that are not in the best interests of our shareholders
84. 84We may be obligated to pay the Adviser, and the Adviser may be obligated to pay the Sub-Adviser, incentive compensation even if we incur a net loss due to a decline in the value of our portfolio
85. 85The incentive fee based on income takes into account our past performance
86. 86There may be conflicts of interest related to obligations that the Advisers’ senior management and investment team have to Other Clients38% rewritten
87. 87The time and resources that individuals employed by the Advisers devote to us may be diverted and we may face additional competition due to the fact that individuals employed by the Advisers are not prohibited from raising money for or managing other entities that make the same types of investments that we target59% rewritten
88. 88Our Common Shares may be purchased by the Advisers or their affiliates56% rewritten
89. 89The Advisers rely on key personnel, the loss of any of whom could impair its ability to successfully manage us38% rewritten
90. 90We depend on the Advisers to select our investments and otherwise conduct our business, and any material adverse change in its financial condition or our relationship with the Advisers could have a material adverse effect on our business and ability to achieve our investment objectives40% rewritten
91. 91The Adviser’s influence on conducting our operations gives it the ability to increase its fees, which may reduce the amount of cash flow available for distribution to our shareholders
92. 92There may be trademark risk, as we do not own the Blackstone name
93. 93We may be subject to additional potential conflicts of interests as a consequence of Blackstone’s status as a public company
94. 94The requirement that we invest a sufficient portion of our assets in Qualifying Assets could preclude us from investing in accordance with our current business strategy; conversely, the failure to invest a sufficient portion of our assets in Qualifying Assets could result in our failure to maintain our status as a BDC
95. 95Regulations governing our operation as a BDC and RIC will affect our ability to raise, and the way in which we raise, additional capital or borrow for investment purposes, which may have a negative effect on our growth
96. 96Our ability to enter into transactions with our affiliates is restricted36% rewritten
97. 97We are uncertain of our sources for funding our future capital needs; if we cannot obtain debt or equity financing on acceptable terms, our ability to acquire investments and to expand our operations will be adversely affected
98. 98We are a non-diversified investment company within the meaning of the 1940 Act, and therefore we are not limited with respect to the proportion of our assets that may be invested in securities of a single issuer
99. 99When we use leverage, the potential for loss on amounts invested in us will be magnified and may increase the risk of investing in us. Leverage may also adversely affect the return on our assets, reduce cash available for distribution to our shareholders, and result in losses33% rewritten
100. 100We may default under our credit facilities
101. 101Our current or future credit ratings may not reflect all risks of an investment in our debt securities
102. 102The trading market or market value of our issued debt securities may fluctuate
103. 103Terms relating to redemption may materially adversely affect our noteholders’ return on any debt securities that we may issue
104. 104If we issue preferred shares or convertible debt securities, the NAV of our Common Shares may become more volatile
105. 105Holders of any preferred shares that we may issue will have the right to elect certain members of our Board and have class voting rights on certain matters
106. 106Provisions in a credit facility may limit our investment discretion62% rewritten
107. 107distributions to shareholders may be subordinated to payments required in connection with any indebtedness contemplated therebynew
108. 108Corresponding Return to Common Shareholder (1)64% rewritten
109. 109Changes in interest rates may affect our cost of capital and net investment income
110. 110Compliance with SEC Rule 18f-4 governing derivatives and use of leverage may limit our investment discretion
111. 111We have formed CLOs, and may form additional CLOs in the future, which may subject us to certain structured financing risks
112. 112We will be subject to corporate-level income tax if we are unable to maintain RIC tax treatment under Subchapter M of the Code or to satisfy RIC distribution requirements
113. 113We may have difficulty paying our required distributions if we recognize income before or without receiving cash representing such income
114. 114Some of our investments may be subject to corporate-level income tax
115. 115Our portfolio investments may present special tax issues
116. 116Legislative or regulatory tax changes could adversely affect investors
117. 117We cannot assure you that the market price of Common Shares will not decline below our NAV. The market price of Common Shares may be volatile and may fluctuate substantially
118. 118A shareholder’s interest in us will be diluted if we issue additional shares, which could reduce the overall value of an investment in us
119. 119We may have difficulty paying distributions and the tax character of any distributions is uncertain
120. 120Shareholders will experience dilution in their ownership percentage if they do not participate in our dividend reinvestment plan
121. 121Shareholders may experience dilution in the NAV of their shares if they do not participate in our dividend reinvestment plan and if our Common Shares are trading at a discount to NAV
122. 122No shareholder approval is required for certain mergers
123. 123Investing in our Common Shares involves a high degree of risk
124. 124The NAV of our Common Shares may fluctuate significantly
125. 125Sales of substantial amounts of our Common Shares in the public market may have an adverse effect on the market price of our Common Shares
126. 126Various potential and actual conflicts of interest will arise, and there are conflicts that may not be identified or resolved in a manner favorable to us88% rewritten
127. 127“Other Clients” means, collectively, Other Blackstone Credit & Insurance Clients and Blackstone Clients37% rewritten
128. 128experience. The shareholders will not receive a benefit from any fees earned by Blackstone or its personnel from these other businessesnew
129. 129Any financing provided by a shareholder or an affiliate to the Company or a portfolio company is not an investment in the Company77% rewritten
130. 130opportunities and sale opportunities on a basis deemed by Blackstone Credit & Insurance, in its sole discretion, to be fair and equitable over timenew
131. 131Blackstone and Blackstone Credit & Insurance employees are generally permitted to invest in alternative investment funds, real estate funds, hedge funds or other investment vehicles, including potential competitors of the Company. The Company will not receive any benefit from any such investments57% rewritten
132. 132companies can be expected to create a conflict of interest. In general, the Advisers and Blackstone personnel will be entitled to indemnification from the Companynew
133. 133Peridot Financial Services (“Peridot”) and Global Supply Chain Finance (“GSCF”). Peridot and GSCF are portfolio companies of certain Other Clients that provide supply chain financing and accounts receivable services globally55% rewritten
134. 134The Company may invest in affiliated registered investment companies and/or business development companies that may engage affiliated portfolio company service providers and vendors implicating similar risks as those described hereinnew
135. 135companies, as applicable, and the fees paid by the Company or such portfolio companies to, other portfolio company service providers or vendors do not offset or reduce the management feenew