In the Matter of:

Sixth Street Specialty Lending, Inc.

Sixth Street Specialty Lending Advisers, LLC

Sixth Street Opportunities Partners III (A), L.P.

Sixth Street Opportunities Partners III (B), L.P.

Sixth Street Opportunities Partners III (C), L.P.

TOP III Delaware AIV I-A, L.P.

Opps III Delaware AIV I-B, L.P.

Sixth Street Opportunities Partners IV (A), L.P.

Sixth Street Opportunities Partners IV (B), L.P.

Sixth Street Opportunities Partners IV (C), L.P.

Opps IV Delaware AIV I-A, L.P.

Opps IV Delaware AIV I-B, L.P.

Sixth Street Opportunities Partners V (A), L.P.

Sixth Street Opportunities Partners V (B), L.P.

Sixth Street Opportunities Partners V (C), L.P.

Sixth Street Opps V Delaware AIV I-A, L.P.

Sixth Street Opps V Delaware AIV I-B, L.P.

Sixth Street TAO Partners, L.P.

Sixth Street TAO Partners (A), L.P.

Sixth Street TAO Partners (B), L.P.

Sixth Street TAO Partners (C), L.P.

Sixth Street TAO Partners (D), L.P.

Sixth Street TAO Partners (E), L.P.

Sixth Street TAO Partners (F), L.P.

Super TAO Contingent MA, L.P.

Knight TAO, L.P.

Super TAO MA, L.P.

PSERS TAO Partners Parallel Fund, L.P.

TAO (B) AIV II-A, L.P.

TAO (C) AIV II-A, L.P.

TAO (D) AIV II-A, L.P.

TAO (E) AIV II-A, L.P.

Sixth Street Growth Partners (A), L.P.

Sixth Street Growth Partners (B), L.P.

Sixth Street Growth Partners (A) AIV, L.P.

Sixth Street Growth Partners (B) AIV, L.P.

Sixth Street Growth Partners II (A), L.P.

Sixth Street Growth Partners II (B), L.P.

Sixth Street Growth II (A) AIV, L.P.

Sixth Street Growth II (B) AIV, L.P.

Growth II Lending, LLC

Sixth Street Fundamental Strategies Partners (A), L.P.

Sixth Street Fundamental Strategies Partners (B), L.P.

Sixth Street FS AIV I-A, L.P.

Sixth Street FS AIV I-B, L.P.

Sixth Street Specialty Lending Europe I, L.P.

Sixth Street Specialty Lending Europe II, L.P.

APPLICATION FOR AN ORDER TO AMEND A PRIOR ORDER PURSUANT TO SECTIONS 17(d) AND 57(i) OF THE INVESTMENT COMPANY ACT OF 1940 AND RULE 17d-1 UNDER THE ACT TO PERMIT CERTAIN JOINT TRANSACTIONS OTHERWISE PROHIBITED BY SECTIONS 17(d) AND 57(a)(4) OF THE ACT AND RULE 17d-l UNDER THE ACT

Super TSLE, L.P.

Sixth Street Agriculture Partners (A), L.P.

Sixth Street Bluegrass Strategic Holdings I, L.P.

Sixth Street Willow Strategic Holdings I, L.P.

Sixth Street Cottonwood Strategic Holdings I, L.P.

Sixth Street Dogwood Strategic Holdings I, L.P.

Sixth Street Red Pine Strategic Holdings I, L.P.

Sixth Street CMS Dynamic Credit Fund, L.P.

TCS Lending, LLC

TDL Lending, LLC

TOP IV Lending, LLC

Opps V Lending, LLC

FS I Lending, LLC

TICP CLO V 2016-1, Ltd.

TICP CLO VI 2016-2, Ltd.

TICP CLO VII, Ltd.

TICP CLO VIII, Ltd.

TICP CLO IX, Ltd.

TICP CLO X, Ltd.

TICP CLO XI, Ltd.

TICP CLO XII, Ltd.

TICP CLO XIII, Ltd.

TICP CLO XIV, Ltd.

TICP CLO XV, Ltd.

Sixth Street CLO XVI, Ltd.

Sixth Street CLO XVII, Ltd.

Sixth Street CLO XVIII, Ltd.

Sixth Street CLO XIX, Ltd.

Sixth Street CLO XX, Ltd

TSSP Rotational Credit Fund, L.P.

Sixth Street Wheeler Peak Rotational Credit Fund I, LLC

Sixth Street Rotational Credit Fund III, L.P.

TSSP Structured Credit Opportunities Fund, L.P.

Sixth Street Structured Credit Opportunities Fund II, L.P.

Sixth Street Structured Credit Opportunities Fund III, L.P.

Sixth Street Structured Credit Opportunities Fund IV, L.P.

Sixth Street Structured Credit Opportunities Fund V, L.P.

TICP CLO Partners II, L.P.

TICP CLO Holdings, L.P.

TSSP Institutional Credit Partners III, L.P.

Sixth Street Credit Market Strategies Partners I, L.P.

Sixth Street Credit Market Strategies Partners I-A, L.P.

TICP III Cayman, Ltd.

Sixth Street Mid-Stage Growth Partners (A), L.P.

Sixth Street Mid-Stage Growth Partners (B), L.P.

Sixth Street Mid-Stage Growth (A) AIV, L.P.

Sixth Street Mid-Stage Growth (B) AIV, L.P

Sixth Street Advisers, LLC

Sixth Street Fundamental Strategies I Management, LLC

Sixth Street Opportunities III Management, LLC

Sixth Street Opportunities IV Management, LLC

Sixth Street Opportunities V Management, LLC

Sixth Street TAO Management, LLC

Sixth Street Growth I Management, LLC

Sixth Street Growth II Management, LLC

Sixth Street Specialty Lending Europe I Management, LLC

Sixth Street Specialty Lending Europe II Management, LLC

Sixth Street Agriculture Management, LLC

Sixth Street Strategic Holdings Management, LLC

Sixth Street CMS Dynamic Credit Management, LLC

TICP CLO V 2016-1 Management, LLC

TICP CLO VI 2016-2 Management, LLC

TICP CLO VII Management, LLC

TICP CLO VIII Management, LLC

TICP CLO IX Management, LLC

TICP CLO X Management, LLC

TICP CLO XI Management, LLC

TICP CLO XII Management, LLC

TICP CLO XIII Management, LLC

TICP CLO XIV Management, LLC

TICP CLO XV Management, LLC

Sixth Street CLO XVI Management, LLC

Sixth Street CLO XVII Management, LLC

Sixth Street CLO XVIII Management, LLC

Sixth Street CLO XIX Management, LLC

Sixth Street CLO XX Management, LLC

TSSP Rotational Credit Management, LLC

Sixth Street Rotational Credit II Management, LLC

Sixth Street Rotational Credit III Management, LLC

TSSP Structured Credit Opportunities Management, LLC

Sixth Street Structured Credit Opportunities II Management, LLC

Sixth Street Structured Credit Opportunities III Management, LLC

Sixth Street Structured Credit Opportunities IV Management, LLC

Sixth Street Structured Credit Opportunities V Management, LLC

Sixth Street CLO Advisers II, LLC

TSSP Institutional Credit III Management, LLC

Sixth Street Credit Market Strategies Management, LLC

Sixth Street Mid-Stage Growth I Management, LLC

MSGP Lending, LLC

2100 McKinney Avenue, Suite 1500,

Dallas, TX 75201

File No. [812-____]

Investment Company Act of 1940

I.

INTRODUCTION

•

The Company, a Delaware corporation structured as an externally managed, non-diversified, closed-end management investment company that has elected to be regulated as a BDC (as defined below) under the Act.

•

TC Lending, LLC, a wholly-owned Investment subsidiary of the Company.

•

The following investment vehicles, each of which is a separate and distinct legal entity and each of which would be an investment company but for Section 3(c)(1), 3(c)(5)(C) or 3(c)(7) (the “Existing Affiliated Funds”):

•

Sixth Street Opportunities Partners III (A), L.P., Sixth Street Opportunities Partners III (B), L.P., Sixth Street Opportunities Partners III (C), L.P., TOP III Delaware AIV I-A, L.P. and Opps III Delaware AIV I-B, L.P. (collectively, the “Opps III Funds”);

•

Sixth Street Opportunities Partners IV (A), L.P., Sixth Street Opportunities IV (B), L.P., Sixth Street Opportunities Partners IV (C), L.P., Opps IV Delaware AIV I-A, L.P., Opps IV Delaware AIV I-B, L.P. and TOP IV Lending, LLC (collectively, the “Opps IV Funds”);

¹ 

Unless otherwise indicated, all section and rule references herein are to the 1940 Act and rules promulgated thereunder.

² 

See TPG Specialty Lending, Inc., et al. (File No. 812-13980) Release No. IC-31379 (December 16, 2014) (order), Release No. IC-31338 (November 18, 2014) (notice). The Company changed its name from TPG Specialty Lending, Inc. to Sixth Street Specialty Lending, Inc. subsequent to issuance by the Commission of the Prior Order.

³ 

BDC Temporary Exemptive Order, Investment Company Act Rel. Nos. 33837 (April 8, 2020) (order) (extension granted January 5, 2021 and further extension granted April 22, 2021) (the “Temporary Relief”).

⁴ 

For purposes of the requested Amended Order, a “successor” means an entity or entities that result from a reorganization into another jurisdiction or a change in the type of business organization.

•

Sixth Street Opportunities Partners V (A), L.P., Sixth Street Opportunities Partners V (B), L.P., Sixth Street Opportunities Partners V (C), L.P., Sixth Street Opps V Delaware AIV I-A, L.P., Sixth Street Opps V Delaware AIV I-B L.P., and Opps V Lending, LLC (collectively, the “Opps V Funds”);

•

Sixth Street TAO Partners, L.P., Sixth Street TAO Partners (A), L.P., Sixth Street TAO Partners (B), L.P., Sixth Street TAO Partners (C), L.P., Sixth Street TAO Partners (D), L.P., Sixth Street TAO Partners (E), L.P., Sixth Street TAO Partners (F), L.P., Super TAO Contingent MA, L.P., Knight TAO, L.P., Super TAO MA, L.P., PSERS TAO Partners Parallel Fund, L.P., TAO (B) AIV II-A, L.P., TAO (C) AIV II-A, L.P., TAO (D) AIV II-A, L.P., TAO (E) AIV II-A, L.P. and TDL Lending, LLC (collectively, the “TAO Funds”);

•

Sixth Street Growth Partners, L.P., Sixth Street Growth Partners (B), L.P., Sixth Street Growth Partners AIV, L.P., Sixth Street Growth Partners AIV L.P. and TCS Lending, LLC (collectively, the “Growth I Funds”);

•

Sixth Street Growth Partners II (A), L.P., Sixth Street Growth Partners II (B), L.P., Sixth Street Growth II (A) AIV, L.P. and Sixth Street Growth II (B) AIV, L.P. (collectively, the “Growth II Funds”);

•

Growth II Lending, LLC (the “Growth II Lender”);

•

Sixth Street Fundamental Strategies Partners (A), L.P., Sixth Street Fundamental Strategies Partners (B), L.P., Sixth Street FS AIV I-A, L.P., Sixth Street FS AIV I-B, L.P. and FS I Lending, LLC (collectively, the “FS Funds”);

•

Sixth Street Specialty Lending Europe I, L.P., Sixth Street Specialty Lending Europe II, L.P. and Super TSLE, L.P. (collectively, the “SLE Funds”);

•

Sixth Street Agriculture Partners (A), L.P. (the “Agriculture Fund”);

•

Sixth Street Bluegrass Strategic Holdings I, L.P., Sixth Street Willow Strategic Holdings I, L.P., Sixth Street Cottonwood Strategic Holdings I, L.P., Sixth Street Dogwood Strategic Holdings I, L.P. and Sixth Street Red Pine Strategic Holdings I, L.P. (collectively, the “SH Funds”);

•

Sixth Street CMS Dynamic Credit Fund, L.P. (the “CMS Fund”);

•

TICP CLO V 2016-1, Ltd., TICP CLO VI 2016-2, Ltd., TICP CLO VII, Ltd., TICP CLO VIII, Ltd., TICP CLO IX, Ltd., TICP CLO X, Ltd., TICP CLO XI, Ltd., TICP CLO XII, Ltd., TICP CLO XIII, Ltd., TICP CLO XIV, Ltd., TICP CLO XV, Ltd., Sixth Street CLO XVI, Ltd., Sixth Street CLO XVII, Ltd., Sixth Street CLO XVIII, Ltd., Sixth Street CLO XIX, Ltd. and Sixth Street CLO XX, Ltd. (collectively, the “CLO Funds”);

•

TSSP Rotational Credit Fund, L.P., Sixth Street Wheeler Peak Rotational Credit Fund I, LLC, Sixth Street Rotational Credit Fund III, L.P., TSSP Structured Credit Opportunities Fund, L.P., Sixth Street Structured Credit Opportunities Fund II, L.P., Sixth Street Structured Credit Opportunities Fund III, L.P., Sixth Street Structured Credit Opportunities Fund IV, L.P. and Sixth Street Structured Credit Opportunities Fund V, L.P. (collectively, the “CMS Non-Equity Funds”);

•

TICP CLO Partners II, L.P., TICP CLO Holdings, L.P., TSSP Institutional Credit Partners III, L.P., Sixth Street Credit Market Strategies Partners I, L.P., Sixth Street Credit Market Strategies Partners I-A, L.P. and TICP III Cayman, Ltd. (collectively, the “CMS Equity Funds”);

•

Sixth Street Mid-Stage Growth Partners (A), L.P., Sixth Street Mid-Stage Growth Partners (B), L.P., Sixth Street Mid-Stage Growth (A) AIV, L.P. and Sixth Street Mid-Stage Growth (B) AIV, L.P. (collectively, the “Mid-Stage Growth Funds”);

•

MSGP Lending (the “MSGP Lender”); and

•

The following investment advisers (the “Existing Advisers”), each of which is a Delaware limited liability company that is registered as an investment adviser pursuant to Section 203 of the Investment Advisers Act of 1940, as amended (the “Advisers Act”):

•

Sixth Street Specialty Lending Advisers, LLC (“Sixth Street Specialty Lending Advisers”), which serve as investment adviser to the Company;

•

Sixth Street Opportunities III Management, LLC (“Opps III Management”), which serves as investment adviser to the Opps III Funds;

•

Sixth Street Opportunities IV Management, LLC (“Opps IV Management”), which serves as investment adviser to the Opps IV Funds;

•

Sixth Street Opportunities V Management, LLC (“Opps V Management”), which serves as investment adviser to the Opps V Funds;

•

Sixth Street TAO Management, LLC (“TAO Management”), which serves as investment adviser to the TAO Funds;

•

Sixth Street Growth I Management, LLC (“Growth I Management”), which serves as investment adviser to the Growth I Funds;

•

Sixth Street Growth II Management, LLC (“Growth II Management”), which serves as investment adviser to the Growth II Funds;

•

Sixth Street Fundamental Strategies I Management, LLC (“FS Management”), which serves as the investment adviser to the FS Funds;

•

Sixth Street Agriculture Management, LLC (“Agriculture Management”), which serves as the investment adviser to the Agriculture Fund;

•

Sixth Street Strategic Holdings Management, LLC (“SH Management”), which serves as the investment adviser to the SH Funds;

•

Sixth Street CMS Dynamic Credit Management, LLC (“CMS Management”), which serves as the investment adviser to the CMS Fund;

•

TICP CLO V 2016-1 Management, LLC, TICP CLO VI 2016-2 Management, LLC, TICP CLO VII Management, LLC, TICP CLO VIII Management, LLC, TICP CLO IX Management, LLC, TICP CLO X Management, LLC, TICP CLO XI Management, LLC, TICP CLO XII Management, LLC, TICP CLO XIII Management, LLC, TICP CLO XIV Management, LLC, TICP CLO XV Management, LLC, Sixth Street CLO XVI Management, LLC, Sixth Street CLO XVII Management, LLC, Sixth Street CLO XVIII Management, LLC, Sixth Street CLO XIX Management, LLC and Sixth Street CLO XX Management, LLC (collectively, the “CLO Management Entities”) each of which serves as the investment adviser to the applicable CLO Fund;

•

TSSP Rotational Credit Management, LLC, Sixth Street Rotational Credit II Management, LLC, Sixth Street Rotational Credit III Management, LLC, TSSP Structured Credit Opportunities Management, LLC, Sixth Street Structured Credit Opportunities II Management, LLC, Sixth Street Structured Credit Opportunities III Management, LLC, Sixth Street Structured Credit Opportunities IV Management, LLC and Sixth Street Structured Credit Opportunities V Management, LLC (collectively, the “CMS Non-Equity Management Entities”) each of which serves as the investment adviser to the applicable CMS Non-Equity Fund;

•

Sixth Street CLO Advisers II, LLC, TSSP Institutional Credit III Management, LLC and Sixth Street Credit Market Strategies Management, LLC (collectively the “CMS Equity Management Entities”) each of which serves as the investment adviser to the applicable CMS Equity Fund;

•

Sixth Street Specialty Lending Europe I Management, LLC and Sixth Street Specialty Lending Europe II Management, LLC (collectively, the “SLE Management Entities”), which serves as investment adviser to the SLE Funds (and together with Opps III Management, Opps IV Management, Opps V Management, TAO Management, Growth I Management, Growth II Management, FS Management, Agriculture Management, SH Management, CMS Management, the CLO Management Entities and the CMS Non-Equity Management Entities, the “Sixth Street Management Companies”);

•

Sixth Street Mid-Stage Growth I Management, LLC (“Mid-Stage Growth Management”), which serves as the investment adviser to the Mid-Stage Growth Funds; and

•

Sixth Street Advisers, LLC (“Sixth Street Advisers”), which solely controls each of the Sixth Street Management Companies and is itself an investment adviser that provides investment advisory services related to certain investment vehicles sponsored by Sixth Street (as defined below).

II.

APPLICANTS’ PROPOSAL

III.

STATEMENT IN SUPPORT OF RELIEF REQUESTED

IV.

CONDITIONS

VI.

PROCEDURAL MATTERS