SEC Filing | Sixth Street Specialty Lending Inc.

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10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 10-Q

(Mark One)


☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.

For the quarterly period ended June 30, 2022


☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.

For the transition period from to

Commission File Number 001-36364

Sixth Street Specialty Lending, Inc.

(Exact name of registrant as specified in its charter)


Delaware	27-3380000
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

2100 McKinney Avenue, Suite 1500, Dallas, TX	75201
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (469) 621-3001

Not applicable

Former name, former address and former fiscal year, if changed since last report.

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.01 per share	TSLX	The New York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☐ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.


Large accelerated filer	☒	Accelerated filer	☐
Non-accelerated filer	☐	Smaller reporting company	☐
		Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐ 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

The number of shares of the registrant’s common stock, $.01 par value per share, outstanding at August 2, 2022 was 80,993,977.

SIXTH STREET SPECIALTY LENDING, INC.


	INDEX	PAGE NO.

PART I.	FINANCIAL INFORMATION	4

Item 1.	Financial Statements	4

	Consolidated Balance Sheets as of June 30, 2022 (Unaudited) and December 31, 2021	4

	Consolidated Statements of Operations for the three and six months ended June 30, 2022 and 2021 (Unaudited)	5

	Consolidated Schedules of Investments as of June 30, 2022 (Unaudited) and December 31, 2021	6

	Consolidated Statements of Changes in Net Assets for the three and six months ended June 30, 2022 and 2021 (Unaudited)	18

	Consolidated Statements of Cash Flows for the six months ended June 30, 2022 and 2021 (Unaudited)	20

	Notes to Consolidated Financial Statements (Unaudited)	21

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	48

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	69

Item 4.	Controls and Procedures	71

PART II.	OTHER INFORMATION	72

Item 1.	Legal Proceedings	72

Item 1A.	Risk Factors	72

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	78

Item 3.	Defaults Upon Senior Securities	78

Item 4.	Mine Safety Disclosures	78

Item 5.	Other Information	78

Item 6.	Exhibits	78

SIGNATURES		78

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

This report contains forward-looking statements that involve substantial risks and uncertainties. These forward-looking statements are not historical facts, but rather are based on current expectations, estimates and projections about us, our current and prospective portfolio investments, our industry, our beliefs, and our assumptions. Words such as “anticipates,” “expects,” “intends,” “plans,” “believes,” “seeks,” “estimates,” “would,” “should,” “targets,” “projects,” and variations of these words and similar expressions are intended to identify forward-looking statements. These statements are not guarantees of future performance and are subject to risks, uncertainties, and other factors, some of which are beyond our control and difficult to predict, that could cause actual results to differ materially from those expressed or forecasted in the forward-looking statements.

In addition to factors previously identified elsewhere in the reports and other documents Sixth Street Specialty Lending, Inc. has filed with the Securities and Exchange Commission, or SEC, the following factors, among others, could cause actual results to differ materially from forward-looking statements or historical performance:

•

an economic downturn, including the current and future economic effects of the COVID-19 pandemic, could impair our portfolio companies’ abilities to continue to operate, which could lead to the loss of some or all of our investments in those portfolio companies;

•

such an economic downturn could disproportionately impact the companies in which we have invested and others that we intend to target for investment, potentially causing us to experience a decrease in investment opportunities and diminished demand for capital from these companies;

•

such an economic downturn could also impact availability and pricing of our financing;

•

an inability to access the capital markets could impair our ability to raise capital and our investment activities;

•

inflation could negatively impact our business, including our ability to access the debt markets on favorable terms, or could negatively impact our portfolio companies; and

•

the risks, uncertainties and other factors we identify in the section entitled “Risk Factors” in this report, in our Annual Report on Form 10-K for the year ended December 31, 2021, filed with the SEC on February 17, 2022, in our Quarterly Report on Form 10-Q for the quarter ending March 31, 2022, filed with the SEC on May 3, 2022 and elsewhere in our filings with the SEC.

Although we believe that the assumptions on which these forward-looking statements are based are reasonable, some of those assumptions are based on the work of third parties and any of those assumptions could prove to be inaccurate; as a result, forward-looking statements based on those assumptions also could prove to be inaccurate. In light of these and other uncertainties, the inclusion of a projection or forward-looking statement in this report should not be regarded as a representation by us that our plans and objectives will be achieved. You should not place undue reliance on these forward-looking statements, which apply only as of the date of this report. We do not undertake any obligation to update or revise any forward-looking statements or any other information contained herein, except as required by applicable law.

The “TSLX” and “TAO” marks are marks of Sixth Street.

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

Sixth Street Specialty Lending, Inc.

Consolidated Balance Sheets

(Amounts in thousands, except share and per share amounts)

(Unaudited)


	June 30,			December 31,
	2022			2021
Assets
Investments at fair value
Non-controlled, non-affiliated investments (amortized cost of $2,446,041 and $2,354,984, respectively)	$	2,463,506		$	2,434,797
Non-controlled, affiliated investments (amortized cost of $0 and $12,666, respectively)		—			27,017
Controlled, affiliated investments (amortized cost of $65,292 and $64,362, respectively)		72,884			59,779
Total investments at fair value (amortized cost of $2,511,333 and $2,432,012, respectively)		2,536,390			2,521,593
Cash and cash equivalents (restricted cash of $21,447 and $14,399, respectively)		27,177			15,967
Interest receivable		11,863			10,775
Prepaid expenses and other assets		4,935			3,522
Total Assets	$	2,580,365		$	2,551,857
Liabilities
Debt (net of deferred financing costs of $20,561 and $19,147, respectively)	$	1,254,969		$	1,185,964
Management fees payable to affiliate		9,476			9,380
Incentive fees on net investment income payable to affiliate		6,724			9,789
Incentive fees on net capital gains accrued to affiliate		7,229			14,928
Dividends payable		31,287			30,926
Other payables to affiliate		4,009			3,149
Other liabilities		24,712			21,873
Total Liabilities		1,338,406			1,276,009
Commitments and contingencies (Note 8)
Net Assets
Preferred stock, $0.01 par value; 100,000,000 shares authorized; no shares issued and outstanding		—			—
Common stock, $0.01 par value; 400,000,000 shares authorized, 76,635,559 and 76,067,586 shares issued, respectively; and 76,339,515 and 75,771,542 shares outstanding, respectively		766			761
Additional paid-in capital		1,201,531			1,189,275
Treasury stock at cost; 296,044 and 296,044 shares held, respectively		(4,291	)		(4,291	)
Distributable earnings		43,953			90,103
Total Net Assets		1,241,959			1,275,848
Total Liabilities and Net Assets	$	2,580,365		$	2,551,857
Net Asset Value Per Share	$	16.27		$	16.84

The accompanying notes are an integral part of these consolidated financial statements.

Sixth Street Specialty Lending, Inc.

Consolidated Statements of Operations

(Amounts in thousands, except share and per share amounts)

(Unaudited)


	Three Months Ended						Six Months Ended
	June 30, 2022			June 30, 2021			June 30, 2022			June 30, 2021
Income
Investment income from non-controlled, non-affiliated investments:
Interest from investments	$	56,747		$	57,653		$	117,907		$	117,258
Paid-in-kind interest income		3,298			2,067			6,371			4,226
Dividend income		1,123			770			1,358			1,277
Other income		1,589			1,136			3,350			3,414
Total investment income from non-controlled, non-affiliated investments		62,757			61,626			128,986			126,175
Investment income from non-controlled, affiliated investments:
Interest from investments		—			209			133			420
Dividend income		—			—			—			545
Total investment income from non-controlled, affiliated investments		—			209			133			965
Investment income from controlled, affiliated investments:
Interest from investments		1,130			989			2,195			1,925
Other income		1			4			2			4
Total investment income from controlled, affiliated investments		1,131			993			2,197			1,929
Total Investment Income		63,888			62,828			131,316			129,069
Expenses
Interest		11,963			10,190			21,565			19,143
Management fees		9,488			9,417			18,818			18,156
Incentive fees on net investment income		6,724			6,996			14,601			14,807
Incentive fees on net capital gains		(9,122	)		5,589			(7,699	)		10,104
Professional fees		1,815			1,785			3,298			3,180
Directors’ fees		174			174			366			368
Other general and administrative		1,286			1,254			2,745			3,119
Total expenses		22,328			35,405			53,694			68,877
Management fees waived (Note 3)		(12	)		(130	)		(12	)		(130	)
Net Expenses		22,316			35,275			53,682			68,747
Net Investment Income Before Income Taxes		41,572			27,553			77,634			60,322
Income taxes, including excise taxes		750			165			1,100			625
Net Investment Income		40,822			27,388			76,534			59,697
Unrealized and Realized Gains (Losses)
Net change in unrealized gains (losses):
Non-controlled, non-affiliated investments		(56,727	)		26,075			(62,348	)		35,438
Non-controlled, affiliated investments		—			4,008			(14,350	)		6,090
Controlled, affiliated investments		(4,045	)		(132	)		12,174			(132	)
Translation of other assets and liabilities in foreign currencies		7,671			445			5,872			578
Interest rate swaps		(1,650	)		(1,451	)		(4,594	)		(3,273	)
Total net change in unrealized gains (losses)		(54,751	)		28,945			(63,246	)		38,701
Realized gains (losses):
Non-controlled, non-affiliated investments		423			2,022			431			16,641
Non-controlled, affiliated investments		—			—			13,673			(33	)
Foreign currency transactions		(19	)		(1	)		(32	)		—
Total net realized gains (losses)		404			2,021			14,072			16,608
Total Net Unrealized and Realized Gains (Losses)		(54,347	)		30,966			(49,174	)		55,309
Increase (Decrease) in Net Assets Resulting from Operations	$	(13,525	)	$	58,354		$	27,360		$	115,006
Earnings (Loss) per common share—basic	$	(0.18	)	$	0.80		$	0.36		$	1.62
Weighted average shares of common stock outstanding—basic		76,265,661			72,556,471			76,119,681			71,131,732
Earnings (Loss) per common share—diluted	$	(0.15	)	$	0.74		$	0.36		$	1.50
Weighted average shares of common stock outstanding—diluted		81,846,634			80,249,527			81,700,654			78,824,788

The accompanying notes are an integral part of these consolidated financial statements.

Sixth Street Specialty Lending, Inc.

Consolidated Schedule of Investments as of June 30, 2022

(Amounts in thousands, except share amounts)

(Unaudited)


Company (1)(6)	Investment	Initial Acquisition Date	Reference Rate and Spread			Interest Rate			Amortized Cost (2)(8)		Fair Value (9)		Percentage of Net Assets
Debt Investments
Business services
Acceo Solutions, Inc. (3)(4)(5)	First-lien loan (CAD 73,687 par, due 10/2025)	7/6/2018		C + 4.75%			6.98	%	$	55,522	$57,838 (CAD 74,609)			4.7	%
Alpha Midco, Inc. (3)(5)	First-lien loan ($66,510 par, due 8/2025)	8/15/2019		L + 7.50%			9.81	%		65,506		67,369		5.4	%
Dye & Durham Corp. (3)(4)	First-lien loan (CAD 32,772 par, due 12/2027)	12/3/2021		C + 5.75%			7.06	%		24,982	25,560 (CAD 32,972)			2.1	%
ExtraHop Networks, Inc. (3)(5)	First-lien loan ($54,197 par, due 7/2027)	7/22/2021		L + 7.50%			9.75	%		52,963		52,571		4.2	%
ForeScout Technologies, Inc. (3)	First-lien loan ($6,499 par, due 8/2026)	8/17/2020		L + 9.50%		11.75% (incl. 9.50% PIK)				6,391		6,432		0.5	%
Information Clearinghouse, LLC and MS Market Service, LLC (3)(5)	First-lien loan ($17,910 par, due 12/2026)	12/20/2021		L + 6.50%			8.56	%		17,481		17,283		1.4	%
Mitnick Corporate Purchaser, Inc. (3)(10)	First-lien loan ($333 par, due 5/2029)	5/2/2022		SOFR + 4.85%			5.92	%		333		316		0.0	%
Netwrix Corp. (3)	First-lien loan ($27,439 par, due 6/2029)	6/9/2022		SOFR + 5.00%			6.50	%		26,815		26,314		2.1	%
ReliaQuest Holdings, LLC (3)(5)	First-lien loan ($51,092 par, due 10/2026)	10/8/2020		L + 8.25%			10.50	%		50,190		51,475		4.1	%
WideOrbit, Inc. (3)	First-lien loan ($50,031 par, due 7/2025)	7/8/2020		L + 8.50%			9.75	%		49,491		50,907		4.1	%
										349,674		356,065		28.6	%
Communications
Celtra Technologies, Inc. (3)(5)	First-lien loan ($34,825 par, due 11/2026)	11/19/2021		L + 7.00%			9.25	%		33,842		33,432		2.7	%
IntelePeer Holdings, Inc.	First-lien loan ($34,956 par, due 12/2024) (3)	12/2/2019		L + 8.25%			9.92	%		34,902		34,344		2.8	%
	Convertible note ($4,249 par, due 5/2028)	5/12/2021		6.00	%	6.00% PIK				4,214		4,185		0.3	%
										72,958		71,961		5.8	%
Education
Astra Acquisition Corp. (3)	Second-lien loan ($43,479 par, due 10/2029)	10/25/2021		L + 8.88%			10.54	%		42,708		41,523		3.3	%
Destiny Solutions Parent Holding Company (3)(5)	First-lien loan ($60,000 par, due 6/2026)	6/8/2021		L + 6.00%			7.67	%		58,920		58,200		4.7	%
EMS Linq, Inc. (3)	First-lien loan ($56,216 par, due 12/2027)	12/22/2021		L + 6.25%			7.92	%		55,011		53,779		4.3	%
Frontline Technologies Group, LLC (3)	First-lien loan ($85,389 par, due 9/2023)	9/18/2017		L + 5.25%			6.49	%		85,227		84,962		6.8	%
										241,866		238,464		19.1	%
Financial Services
AvidXchange, Inc. (3)(5)	First-lien loan ($11,460 par, due 4/2024)	10/1/2019		L + 9.00%			11.31	%		11,400		11,430		0.9	%
Bear OpCo, LLC (3)(5)	First-lien loan ($19,574 par, due 10/2024)	10/10/2019		SOFR + 7.65%			9.18	%		19,301		19,574		1.6	%
BlueSnap, Inc. (3)(5)	First-lien loan ($35,000 par, due 10/2024)	10/25/2019		L + 6.75%			8.42	%		34,575		34,881		2.8	%
G Treasury SS, LLC (3)(5)	First-lien loan ($63,671 par, due 4/2023)	4/9/2018		L + 8.25%			9.56	%		63,208		64,168		5.2	%
Ibis Intermediate Co. (3)(5)	First-lien loan ($1,534 par, due 5/2027)	5/28/2021		L + 5.00%			6.60	%		1,413		1,494		0.1	%
Ibis US Blocker Co. (3)	First-lien loan ($13,236 par, due 5/2028)	5/28/2021		L + 8.25%		9.85% PIK				12,976		12,839		1.0	%
Jonas Collections and Recovery, Inc. (3)(5)	First-lien loan ($27,250 par, due 6/2026)	6/21/2021		L + 5.75%			8.63	%		26,782		26,569		2.1	%
Kyriba Corp.(3)	First-lien loan ($18,209 par, due 4/2025)	4/9/2019		L + 9.00%		10.50% (incl. 9.00% PIK)				17,992		18,254		1.5	%
	First-lien loan (EUR 9,486 par, due 4/2025)	4/9/2019		E + 9.00%		9.00% PIK				10,536	9,941 (EUR 9,509)			0.8	%
	First-lien revolving loan ($1,411 par, due 4/2025)	4/9/2019		L + 7.25%			9.50	%		1,390		1,415		0.1	%
	First-lien revolving loan (EUR 336 par, due 4/2025)	4/9/2019		E + 7.25%			7.25	%		371	351 (EUR 336)			0.0	%
Passport Labs, Inc. (3)	First-lien loan ($20,153 par, due 4/2026)	4/28/2021		L + 8.25%		9.49% (incl. 4.125% PIK)				19,900		19,555		1.6	%
PrimeRevenue, Inc. (3)	First-lien loan ($22,507 par, due 12/2023)	12/31/2018		L + 7.00%			8.67	%		22,399		22,724		1.8	%
TradingScreen, Inc. (3)(5)	First-lien loan ($44,888 par, due 4/2027)	4/30/2021		L + 6.25%			7.49	%		43,764		43,765		3.5	%
										286,007		286,960		23.0	%
Healthcare
BCTO Ace Purchaser, Inc. (3)(5)	First-lien loan ($56,691 par, due 11/2026)	11/23/2020		L + 7.50%			8.54	%		55,526		55,983		4.5	%
Caris Life Sciences, Inc.	First-lien loan ($5,000 par, due 9/2023)	9/21/2018		11.30	%		11.30	%		4,945		5,038		0.4	%
	First-lien loan ($3,750 par, due 4/2025)	4/2/2020		11.30	%		11.30	%		3,573		3,881		0.3	%
	Convertible note ($2,602 par, due 9/2023)	9/21/2018		8.00	%		8.00	%		2,602		6,141		0.5	%
Homecare Software Solutions, LLC (3)(5)	First-lien loan ($65,000 par, due 10/2026)	10/6/2021		SOFR + 5.70%			7.18	%		63,595		62,888		5.1	%
Integrated Practice Solutions, Inc. (3)(5)	First-lien loan ($46,937 par, due 10/2024)	6/30/2017		L + 7.50%			9.17	%		46,022		47,054		3.8	%
Merative L.P. (3)(5)	First-lien loan ($70,103 par, due 6/2028)	6/30/2022		SOFR + 7.25%			9.31	%		67,760		66,423		5.3	%
										244,023		247,408		19.9	%
Hotel, Gaming and Leisure
ASG II, LLC (3)(5)	First-lien loan ($56,522 par, due 5/2028)	5/25/2022		SOFR + 6.65%			8.70	%		54,965		54,409		4.4	%
IRGSE Holding Corp. (3)(7)	First-lien loan ($30,261 par, due 6/2023)	9/29/2015		L + 9.50%			11.75	%		28,594		30,034		2.4	%
	First-lien revolving loan ($13,257 par, due 6/2023)	9/29/2015		L + 9.50%			11.75	%		13,258		13,156		1.1	%
										96,817		97,599		7.9	%

Human Resource Support Services
Axonify, Inc. (3)(4)(5)	First-lien loan ($45,228 par, due 5/2026)	5/5/2021		L + 7.50%			8.87	%		44,197		44,150		3.6	%
Elysian Finco Ltd. (3)(4)(5)	First-lien loan ($16,259 par, due 1/2028)	1/31/2022		SOFR + 6.65%			8.10	%		15,737		15,420		1.2	%
Employment Hero Holdings Pty Ltd. (3)(4)	First-lien loan (AUD 40,000 par, due 12/2026)	12/6/2021		B + 6.50%			8.36	%		27,477	26,098 (AUD 37,953)			2.1	%
PageUp People, Ltd. (3)(4)(5)	First-lien loan (AUD 15,982 par, due 12/2025)	1/11/2018		B + 5.50%			7.26	%		11,776	9,903 (AUD 14,401)			0.8	%


	First-lien loan (GBP 4,723 par, due 12/2025)	10/28/2021	S + 5.50%		6.56	%	6,501	5,578 (GBP 4,593)		0.4	%
	First-lien loan ($12,989 par, due 12/2025)	10/28/2021	L + 5.50%		7.75	%	12,972		12,632	1.0	%
PayScale Holdings, Inc. (3)(5)	First-lien loan ($69,125 par, due 5/2024)	5/3/2019	L + 5.50%		7.75	%	68,343		67,915	5.5	%
PrimePay Intermediate, LLC (3)(5)	First-lien loan ($29,567 par, due 12/2026)	12/17/2021	L + 7.00%		9.88	%	28,503		28,385	2.3	%
Modern Hire, Inc. (3)(5)	First-lien loan ($29,259 par, due 5/2024)	5/15/2019	L + 7.00%		8.67	%	28,914		29,551	2.4	%
Workwell Acquisition Co. (3)(5)	First-lien loan ($24,012 par, due 10/2025)	10/19/2020	SOFR + 7.35%		8.83	%	23,563		23,715	1.9	%
							267,983		263,347	21.2	%
Internet Services
Bayshore Intermediate #2, L.P. (3)	First-lien loan ($30,492 par, due 10/2028)	10/1/2021	L + 7.75%	8.87% PIK			29,850		29,259	2.4	%
CrunchTime Information, Systems, Inc. (3)(5)	First-lien loan ($53,255 par, due 6/2028)	6/17/2022	SOFR + 6.00%		7.48	%	51,994		51,746	4.2	%
Higher Logic, LLC (3)(5)	First-lien loan ($56,541 par, due 1/2024)	6/18/2018	L + 7.25%		9.51	%	56,151		56,400	4.5	%
Lithium Technologies, LLC (3)	First-lien loan ($54,700 par, due 10/2022)	10/3/2017	L + 8.00%		9.03	%	54,621		53,606	4.3	%
	First-lien revolving loan ($1,320 par, due 10/2022)	10/3/2017	L + 8.00%		9.00	%	1,317		1,254	0.1	%
Lucidworks, Inc. (3)(5)	First-lien loan ($8,046 par, due 2/2027)	2/11/2022	SOFR + 7.50%	9.03% (incl. 3.50% PIK)			8,046		7,890	0.6	%
Piano Software, Inc. (3)(5)	First-lien loan ($51,573 par, due 2/2026)	2/25/2021	SOFR + 7.10%		8.63	%	50,589		50,356	4.1	%
							252,568		250,511	20.2	%
Marketing Services
Acoustic, L.P. (3)	First-lien note ($33,330 par, due 6/2024)	12/17/2019	L + 7.00%		8.50	%	32,632		31,330	2.5	%
Office Products
USR Parent, Inc. (3)(5)	ABL FILO term loan ($20,000 par, due 4/2027)	4/25/2022	SOFR + 6.50%		7.55	%	19,601		19,300	1.6	%
Oil, Gas and Consumable Fuels
Mississippi Resources, LLC (3)(7)(15)	First-lien loan ($1,500 par, due 12/2022)	6/29/2018	P + 8.00%		12.00	%	1,498		—	0.0	%
Murchison Oil and Gas, LLC (3)	First-lien loan ($26,873 par, due 6/2026)	6/30/2022	SOFR + 8.50%		10.70	%	26,269		26,048	2.1	%
TRP Assets, LLC (3)	First-lien loan ($42,000 par, due 12/2025)	12/3/2021	SOFR + 7.76%		9.82	%	41,151		42,150	3.4	%
							68,918		68,198	5.5	%
Other
Omnigo Software, LLC (3)(5)	First-lien loan ($40,558 par, due 3/2026)	3/31/2021	SOFR + 6.60%		8.13	%	39,765		39,645	3.2	%
Pharmaceuticals
Biohaven Pharmaceuticals, Inc. (3)(4)	First-lien loan ($42,613 par, due 8/2025)	8/7/2020	L + 9.00%	11.25% (incl. 4.00% PIK)			41,806		45,596	3.7	%
	First-lien loan ($35,689 par, due 9/2026)	9/30/2021	L + 8.25%	10.49% (incl. 4.00% PIK)			34,968		41,132	3.3	%
TherapeuticsMD, Inc. (3)(4)	First-lien loan ($13,617 par, due 7/2022)	4/24/2019	L + 7.75%		10.45	%	13,612		13,617	1.1	%
							90,386		100,345	8.1	%

Retail and Consumer Products
99 Cents Only Stores LLC (3)	ABL FILO term loan ($25,000 par, due 5/2025)	9/6/2017	L + 8.50%		10.17	%	24,742		25,063	2.0	%
American Achievement, Corp. (3)	First-lien loan ($26,062 par, due 9/2026)	9/30/2015	L + 6.25%	7.32% (incl. 6.75% PIK)			25,182		19,416	1.6	%
	First-lien loan ($1,366 par, due 9/2026) (15)	6/10/2021	L + 14.00%	15.07% (incl. 14.50% PIK)			1,366		89	0.0	%
	Subordinated note ($4,740 par, due 9/2026) (15)	3/16/2021	L + 1.00%	2.00% PIK			545		71	0.0	%
Moran Foods, LLC (3)	ABL FILO term loan ($32,600 par, due 4/2024)	4/1/2020	L + 7.50%		9.75	%	32,286		32,600	2.6	%
Neuintel, LLC (3)(5)	First-lien loan ($54,200 par, due 12/2026)	12/20/2021	L + 6.25%		7.92	%	53,112		52,168	4.2	%
Project P Intermediate 2, LLC (3)	ABL FILO term loan ($74,531 par, due 5/2026)	11/8/2021	L + 8.00%		9.25	%	73,218		73,041	5.9	%
Tango Management Consulting, LLC (3)(5)	First-lien loan ($42,205 par, due 12/2027)	12/1/2021	L + 6.75%		7.81	%	41,194		40,361	3.2	%
							251,645		242,809	19.5	%
Transportation
Project44, Inc. (3)(5)	First-lien loan ($35,139 par, due 11/2027)	11/12/2021	L + 6.25%		8.19	%	33,931		33,351	2.7	%
Total Debt Investments							2,348,774		2,347,293	188.8	%

Equity and Other Investments
Business Services
Dye & Durham, Ltd. (4)(11)(13)	Common Shares (126,968 shares)	12/3/2021					3,909	2,159 (CAD 2,785)		0.2	%
Mitnick TA Aggregator, LP (12)(13)(14)	Membership Interest (0.29% ownership)	5/2/2022					5,243		5,243	0.4	%
ReliaQuest, LLC (12)(13)(14)	Class A-1 Units (570,263 units)	11/23/2021					1,126		1,363	0.1	%
Sprinklr, Inc. (11)(12)	Common Shares (484,700 shares)	6/24/2021					4,180		4,900	0.4	%
WideOrbit, Inc. (12)	1,567,807 Warrants	7/8/2020					327		2,482	0.2	%
							14,785		16,147	1.3	%
Communications
Celtra Technologies, Inc. (12)(13)	Class A Units (1,250,000 units)	11/19/2021					1,250		1,250	0.1	%
IntelePeer Holdings, Inc. (12)	Series C Preferred Shares (1,816,295 shares)	4/8/2021					1,816		2,829	0.2	%
	Series D Preferred Shares (1,598,874 shares)	4/8/2021					2,925		2,925	0.2	%
	280,000 Warrants	2/28/2020					183		271	0.0	%
	106,592 Warrants	4/8/2021					—		33	0.0	%
							6,174		7,308	0.5	%
Education
Astra 2L Holdings II LLC (12)(13)	Membership Interest (10.17% ownership)	1/13/2022					3,255		2,995	0.2	%
EMS Linq, Inc. (12)(13)	Class B Units (5,522,526 units)	12/22/2021					5,523		5,523	0.4	%
RMCF IV CIV XXXV, LP. (12)	Partnership Interest (11.94% ownership)	6/8/2021					1,000		1,355	0.1	%
							9,778		9,873	0.7	%
Financial Services
AvidXchange, Inc. (11)(12)(13)	Common Shares (200,721 shares)	10/15/2021					1,022		1,232	0.1	%
Newport Parent Holdings, LP (12)	Class A-2 Units (131,569 units)	12/10/2020					4,177		2,099	0.2	%
Oxford Square Capital Corp. (4)(11)	Common Shares (1,620 shares)	8/5/2015					6		6	0.0	%
Passport Labs, Inc. (12)	17,534 Warrants	4/28/2021					192		113	0.0	%
TradingScreen, Inc. (12)(14)	Class A Units (600,000 units)	5/14/2021					600		600	0.0	%
							5,997		4,050	0.3	%


Healthcare
Caris Life Sciences, Inc. (12)	Series C Preferred Shares (362,319 shares)	10/13/2020						1,000		1,410	0.1	%
	Series D Preferred Shares (1,240,740 shares)	5/11/2021						10,050		7,638	0.6	%
	633,376 Warrants	9/21/2018						192		1,333	0.1	%
	569,991 Warrants	4/2/2020						250		1,058	0.1	%
Merative L.P. (12)(13)(14)	989,691 Class A-1 Units	6/30/2022						9,897		9,897	0.8	%
								21,389		21,336	1.7	%
Hotel, Gaming and Leisure
IRGSE Holding Corp. (7)(12)	Class A Units (33,790,171 units)	12/21/2018						21,842		29,651	2.4	%
	Class C-1 Units (8,800,000 units)	12/21/2018						100		43	0.0	%
								21,942		29,694	2.4	%
Human Resource Support Services
Axonify, Inc. (4)(12)(14)	Class A-1 Units (3,780,000 units)	5/5/2021						3,780		3,780	0.3	%
ClearCompany, LLC (12)(14)	Series A Preferred Units (1,429,228 units)	8/24/2018						2,014		5,322	0.4	%
DaySmart Holdings, LLC (12)(14)	Class A Units (166,811 units)	10/1/2019						1,347		2,158	0.2	%
Employment Hero Holdings Pty Ltd. (4)(12)(13)	Series E Preferred Shares (113,250 shares)	3/1/2022						2,134	2,063 (AUD 3,000)		0.2	%
								9,275		13,323	1.1	%
Internet Services
Bayshore Intermediate #2, L.P. (12)(13)(14)	Common Units (12,330,709 units)	10/1/2021						12,331		12,331	1.0	%
Lucidworks, Inc. (12)	Series F Preferred Shares (199,054 shares)	8/2/2019						800		892	0.1	%
Piano Software, Inc. (12)(13)	Series C-1 Preferred Shares (418,527 shares)	12/22/2021						3,000		3,000	0.2	%
								16,131		16,223	1.3	%
Marketing Services
Validity, Inc. (12)	Series A Preferred Shares (3,840,000 shares)	5/31/2018						3,840		11,520	0.9	%
Oil, Gas and Consumable Fuels
Murchison Oil and Gas, LLC (13)(14)	13,355 Preferred Units	6/30/2022						13,355		13,355	1.1	%
Pharmaceuticals
TherapeuticsMD, Inc. (12)	712,817 Warrants	8/5/2020						1,029		—	0.0	%
Retail and Consumer Products
American Achievement, Corp. (12)	Class A Units (687 units)	3/16/2021						—		50	0.0	%
Copper Bidco, LLC (10)	Trust Certificates (132,928 Certificates)	12/7/2020						493		731	0.1	%
	Trust Certificates (996,958 Certificates)	1/30/2021						4,586		12,292	1.0	%
Neuintel, LLC (12)(13)(14)	Class A Units (1,176,494 units)	12/21/2021						3,000		3,000	0.2	%
								8,079		16,073	1.3	%

Structured Products
Allegro CLO Ltd, Series 2018-1A, (3)(4)(10)	Structured Product ($1,000 par, due 6/2031)	5/26/2022		L + 2.85%	3.89	%		895		863	0.1	%
American Money Management Corp CLO Ltd, Series 2016-18A (3)(4)(10)	Structured Product ($1,500 par, due 5/2031)	6/22/2022		L + 3.05%	4.58	%		1,341		1,335	0.1	%
Ares CLO Ltd, Series 2021-59A (3)(4)(10)	Structured Product ($1,000 par, due 4/2034)	6/23/2022		L + 6.25%	7.43	%		892		879	0.1	%
Ares Loan Funding I Ltd, Series 2021-ALFA, Class E (3)(4)(10)	Structured Product ($1,000 par, due 10/2034)	6/24/2022		L + 6.70%	7.74	%		907		907	0.1	%
Bain Capital Credit CLO Ltd, Series 2018-1A (3)(4)(10)	Structured Product ($500 par, due 4/2031)	10/15/2020		L + 5.35%	6.53	%		420		414	0.0	%
Carlyle Global Market Strategies CLO Ltd, Series 2014-4RA (3)(4)(10)	Structured Product ($1,000 par, due 7/2030)	5/26/2022		L + 2.90%	3.94	%		883		832	0.1	%
Carlyle Global Market Strategies CLO Ltd, Series 2018-1A (3)(4)(10)	Structured Product ($1,550 par, due 4/2031)	8/11/2020		L + 5.75%	6.81	%		1,235		1,299	0.1	%
Carlyle Global Market Strategies CLO Ltd, Series 2017-4A (3)(4)(10)	Structured Product ($4,150 par, due 1/2030)	9/3/2020		L + 6.15%	7.19	%		3,485		3,474	0.3	%
CarVal CLO III Ltd, Series 2019-2A (3)(4)(10)	Structured Product ($1,000 par, due 7/2032)	6/30/2022		L + 6.44%	7.50	%		879		876	0.1	%
CIFC CLO Ltd, Series 2018-3A (3)(4)(10)	Structured Product ($1,000 par, due 7/2031)	6/16/2022		L + 5.50%	6.54	%		893		868	0.1	%
Crown Point CLO Ltd, Series 2021-10A (3)(4)(10)	Structured Product ($1,000 par, due 7/2034)	6/14/2022		L + 6.85%	7.91	%		897		888	0.1	%
Eaton CLO Ltd, Series 2015-1A (3)(4)(10)	Structured Product ($2,500 par, due 1/2030)	6/23/2022		L + 2.50%	3.56	%		2,167		2,192	0.2	%
GoldenTree CLO Ltd, Series 2020-7A (3)(4)(10)	Structured Product ($1,000 par, due 4/2034)	6/17/2022		L + 6.50%	7.56	%		913		890	0.1	%
Gulf Stream Meridian, Series 2021-4A (3)(4)(10)	Structured Product ($1,015 par, due 7/2036)	6/3/2022		L + 6.35%	7.39	%		931		894	0.1	%
Jefferson Mill CLO Ltd, Series 2015-1A (3)(4)(10)	Structured Product ($1,000 par, due 10/2031)	5/23/2022		L + 3.55%	4.61	%		892		869	0.1	%
KKR CLO Ltd, 49A (3)(4)(10)	Structured Product ($1,000 par, due 7/2035)	6/2/2022		L + 8.00%	10.17	%		960		949	0.1	%
Madison Park CLO, Series 2018-28A (3)(4)(10)	Structured Product ($1,000 par, due 7/2030)	6/28/2022		L + 5.25%	6.29	%		867		860	0.1	%
Magnetite CLO Ltd, Series 2021-30A (3)(4)(10)	Structured Product ($1,000 par, due 10/2034)	6/13/2022	L + 6.20%		7.38	%		914		881	0.1	%
MidOcean Credit CLO Ltd, Series 2016-6A (3)(4)(10)	Structured Product ($3,500 par, due 4/2033)	5/23/2022		L + 3.52%	4.58	%		3,139		3,024	0.2	%
MidOcean Credit CLO Ltd, Series 2018-9A (3)(4)(10)	Structured Product ($1,000 par, due 7/2031)	6/1/2022		L + 6.05%	7.11	%		877		826	0.1	%
Octagon 57 LLC, Series 2021-1A (3)(4)(10)	Structured Product ($1,000 par, due 10/2034)	5/24/2022		L + 6.60%	7.64	%		906		871	0.1	%
Shackelton CLO Ltd, Series 2015-7RA (3)(4)(10)	Structured Product ($1,000 par, due 7/2031)	5/23/2022		L + 3.33%	4.37	%		887		876	0.1	%
Southwick Park CLO Ltd, Series 2019-4A (3)(4)(10)	Structured Product ($1,000 par, due 7/2032)	5/25/2022		L + 6.25%	7.31	%		925		892	0.1	%
Voya CLO Ltd, Series 2018-3A (3)(4)(10)	Structured Product ($2,750 par, due 10/2031)	6/22/2022		L + 5.75%	6.79	%		2,357		2,197	0.1	%
Wind River CLO Ltd, Series 2014-2A (3)(4)(10)	Structured Product ($1,500 par, due 1/2031)	6/23/2022		L + 2.90%	3.94	%		1,323		1,339	0.1	%
								30,785		30,195	2.8	%
Total Equity and Other Investments								162,559		189,097	15.4	%
Total Investments							$	2,511,333	$	2,536,390	204.2	%


	Interest Rate Swaps as of June 30, 2022
	Company Receives	Company Pays	Maturity Date	Notional Amount		Fair Market Value			Upfront (Payments) / Receipts		Change in Unrealized Gains / (Losses)
Interest rate swap (a)	4.50%	L + 2.37%	8/1/2022	$	115,000	$	32		$	—	$	(1,160	)
Interest rate swap (a)	4.50%	L + 1.59%	8/1/2022		50,000		50			—		(701	)
Interest rate swap (a)	4.50%	L + 1.60%	8/1/2022		7,500		7			—		(105	)
Interest rate swap (a)	L + 2.11%	4.50%	8/1/2022		27,531		(16	)		1,252		312
Interest rate swap (a)	L + 2.11%	4.50%	8/1/2022		2,160		(1	)		96		25
Interest rate swap (a)	L + 2.11%	4.50%	8/1/2022		42,819		(22	)		904		488
Interest rate swap (a)	4.50%	L + 1.99%	1/22/2023		150,000		(379	)		—		(3,440	)
Interest rate swap (a)(e)	L + 2.28%	3.875%	11/1/2024		2,500		—			128		—
Interest rate swap (a)(b)	L	0.16%	7/30/2022		—		—			—		(13	)
Total					397,510		(329	)		2,380		(4,594	)

Interest rate swap (a)(c)(d)	3.875%	L + 2.25%	11/1/2024		300,000		(10,524	)		—		(14,520	)
Interest rate swap (a)(c)(d)	3.875%	L + 2.46%	11/1/2024		50,000		(1,992	)		—		(2,369	)
Interest rate swap (a)(c)	2.50%	L + 1.91%	8/1/2026		300,000		(28,614	)		—		(18,375	)
Total					650,000		(41,130	)		—		(35,264	)
Cash collateral					—		48,790			—		—
Total derivatives				$	1,047,510	$	7,331		$	2,380	$	(39,858	)

(a)

Contains a variable rate structure. Bears interest at a rate determined by three-month LIBOR.

(b)

Interest rate swap was terminated or matured during the period.

(c)

Instrument is used in a hedge accounting relationship. The associated change in fair value is recorded along with the change in fair value of the hedged item within interest expense.

(d)

$2.5 million in aggregate notional value of these instruments is no longer designated as instruments in a hedge accounting relationship. The associated change in fair value of the de-designated portion is recorded within unrealized gain/(loss).

(e)

The fair market value of this instrument is presented net with the $2.5 million in aggregate notional value of instruments no longer designated as instruments in a hedge accounting relationship.

(1)

Certain portfolio company investments are subject to contractual restrictions on sales.

(2)

The amortized cost represents the original cost adjusted for the amortization of discounts and premiums, as applicable, on debt investments using the effective interest method.

(3)

Investment contains a variable rate structure, subject to an interest rate floor. Variable rate investments bear interest at a rate that may be determined by reference to either London Interbank Offered Rate (“LIBOR” or “L”), Euro Interbank Offer Rate (“Euribor” or “E”), Canadian Dollar Offered Rate (“CDOR” or “C”), Secured Overnight Financing Rate (“SOFR”) which may also contain a credit spread adjustment depending on the tenor election, Bank Bill Swap Bid Rate (“BBSY” or “B”), Sterling Overnight Interbank Average Rate (“SONIA” or “S”) or an alternate base rate (which can include the Federal Funds Effective Rate or the Prime Rate or “P”), all of which include an available tenor, selected at the borrower’s option, which reset periodically based on the terms of the credit agreement. For investments with multiple interest rate contracts, the interest rate shown is the weighted average interest rate in effect at June 30, 2022.

(4)

This portfolio company is not a qualifying asset under Section 55(a) of the Investment Company Act of 1940, as amended (the “1940 Act”). Under the 1940 Act, the Company may not acquire any non-qualifying asset unless, at the time such acquisition is made, qualifying assets represent at least 70% of total assets. Non-qualifying assets represented 13.0% of total assets as of June 30, 2022.

(5)

In addition to the interest earned based on the stated interest rate of this investment, which is the amount reflected in this schedule, the Company may be entitled to receive additional interest as a result of an arrangement with other members in the syndicate to the extent an investment has been allocated to “first out” and “last out” tranches, whereby the “first out” tranche will have priority as to the “last out” tranche with respect to payments of principal, interest and any amounts due thereunder and the Company holds the “last out” tranche.

(6)

Under the 1940 Act, the Company is deemed to be an “Affiliated Person” of, as defined in the 1940 Act, a portfolio company, as the Company owns more than 5% of a portfolio company’s outstanding voting securities. Transactions during the six months ended June 30, 2022 in which the Company was an Affiliated Person of a portfolio company are as follows:

Non-controlled, Affiliated Investments during the six months ended June 30, 2022


Company	Fair Value at December 31, 2021		Gross Additions (a)		Gross Reductions (b)			Net Change In Unrealized Gain/(Loss)			Realized Gain/(Loss)		Transfers		Fair Value at June 30, 2022		Dividend Income		Interest Income
MD America Energy, LLC (c)	$	27,017	$	—	$	(12,667	)	$	(14,350	)	$	13,673	$	—	$	—	$	—	$	133
Total	$	27,017	$	—	$	(12,667	)	$	(14,350	)	$	13,673	$	—	$	—	$	—	$	133

(a)

Gross additions include increases in the cost basis of investments resulting from new investments, payment-in-kind interest or dividends, the amortization of any unearned income or discounts on debt investments, as applicable.

(b)

Gross reductions include decreases in the cost basis of investments resulting from principal collections related to investment repayments or sales, and the amortization of any premiums on debt investments, as applicable. When an investment is placed on non-accrual status, any cash flows received by the Company may be applied to the outstanding principal balance.

(c)

Includes investment in SMPA Holdings, LLC of 15,000 common equity units.

(7)

Under the 1940 Act, the Company is deemed to be both an “Affiliated Person” of and “Control,” as such terms are defined in the 1940 Act, this portfolio company, as the Company owns more than 25% of the portfolio company’s outstanding voting securities or has the power to exercise control over management or policies of such portfolio company (including through a management agreement). Transactions during the six months ended June 30, 2022 in which the Company was an Affiliated Person of and was deemed to Control a portfolio company are as follows:

Controlled, Affiliated Investments during the six months ended June 30, 2022


Company	Fair Value at December 31, 2021		Gross Additions (a)		Gross Reductions (b)		Net Change In Unrealized Gain/(Loss)		Realized Gain/(Loss)		Transfers		Fair Value at June 30, 2022		Other Income		Interest Income
IRGSE Holding Corp.	$	59,779	$	931	$	—	$	12,174	$	—	$	—	$	72,884	$	2	$	2,195
Mississippi Resources, LLC	—		—		—		—		—		—		—		—		—
Total	$	59,779	$	931	$	—	$	12,174	$	—	$	—	$	72,884	$	2	$	2,195

(a)

(b)

(8)

As of June 30, 2022, the estimated cost basis of investments for U.S. federal tax purposes was $2,525,864, resulting in estimated gross unrealized gains and losses of $115,795 and $102,501, respectively.

(9)

In accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 820, Fair Value Measurements (“ASC Topic 820”), unless otherwise indicated, the fair values of all investments were determined using significant unobservable inputs and are considered Level 3 investments. See Note 6 for further information related to investments at fair value.

(10)

This investment is valued using observable inputs and is considered a Level 2 investment. See Note 6 for further information related to investments at fair value.

(11)

This investment is valued using observable inputs and is considered a Level 1 investment. See Note 6 for further information related to investments at fair value.

(12)

This investment is non-income producing.

(13)

All or a portion of this security was acquired in a transaction exempt from registration under the Securities Act of 1933, and may be deemed to be “restricted securities” under the Securities Act. As of June 30, 2022, the aggregate fair value of these securities is $63,411, or 5.1% of the Company’s net assets.

(14)

Ownership of equity investments may occur through a holding company or partnership.

(15)

Investment is on non-accrual status as of June 30, 2022.

The accompanying notes are an integral part of these consolidated financial statements.

Sixth Street Specialty Lending, Inc.

Consolidated Schedule of Investments as of December 31, 2021

(Amounts in thousands, except share amounts)


Company (1)	Investment	Initial Acquisition Date	Reference Rate and Spread			Interest Rate			Amortized Cost (2)(8)		Fair Value (10)		Percentage of Net Assets
Debt Investments
Business services
Acceo Solutions, Inc. (3)(4)(5)	First-lien loan (CAD 74,062 par, due 10/2025)	7/6/2018		C + 4.75%			5.75	%	$	55,724	$60,246 (CAD 76,099)			4.7	%
Alpha Midco, Inc. (3)(5)	First-lien loan ($64,435 par, due 8/2025)	8/15/2019		L + 7.50%			8.50	%		63,312		65,469		5.1	%
Dye & Durham Corp. (3)(4)	First-lien loan (CAD 55,042 par, due 12/2027)	12/3/2021		C + 5.75%			6.50	%		41,946	43,961 (CAD 55,529)			3.4	%
ExtraHop Networks, Inc. (3)(5)	First-lien loan ($50,611 par, due 7/2027)	7/22/2021		L + 7.50%			8.50	%		49,283		49,659		3.9	%
ForeScout Technologies, Inc. (3)	First-lien loan ($5,127 par, due 8/2026)	8/17/2020		L + 9.50%		10.50% (incl. 9.50% PIK)				5,025		5,155		0.4	%
Information Clearinghouse, LLC and MS Market Service, LLC (3)(5)	First-lien loan ($18,000 par, due 12/2026)	12/20/2021		L + 6.50%			7.50	%		17,530		17,505		1.4	%
Netwrix Corp. (3)(5)	First-lien loan ($68,160 par, due 9/2026)	9/30/2020		L + 6.00%			7.00	%		66,948		68,533		5.4	%
ReliaQuest Holdings, LLC (3)(5)	First-lien loan ($46,948 par, due 10/2026)	10/8/2020		L + 8.25%			9.25	%		45,954		47,716		3.7	%
WideOrbit, Inc. (3)	First-lienloan($50,332par,due7/2025)	7/8/2020		L + 8.50%			9.75	%		49,713		51,434		4.0	%
										395,435		409,678		32.0	%
Communications
Celtra Technologies, Inc. (3)(5)	First-lien loan ($35,000 par, due 11/2026)	11/19/2021		L + 7.00%			8.00	%		33,921		33,863		2.7	%
IntelePeer Holdings, Inc.	First-lien loan ($44,657 par, due 12/2024) (3)	12/2/2019		L + 8.25%			9.75	%		44,564		44,184		3.5	%
	Convertible note ($4,124 par, due 5/2028)	5/12/2021		6.00	%	6.00% PIK				4,087		4,114		0.3	%
										82,572		82,161		6.5	%
Education
Astra Acquisition Corp. (3)(11)	Second-lien loan ($43,490 par, due 10/2029)	10/25/2021		L + 8.88%			9.63	%		42,629		42,729		3.4	%
Destiny Solutions Parent Holding Company (3)(5)	First-lien loan ($53,522 par, due 6/2026)	6/8/2021		L + 6.00%			7.00	%		52,318		52,622		4.1	%
EMS Linq, Inc. (3)	First-lien loan ($56,216 par, due 12/2027)	12/22/2021		L + 6.25%			7.25	%		54,921		54,916		4.4	%
Frontline Technologies Group, LLC (3)	First-lien loan ($86,466 par, due 9/2023)	9/18/2017		L + 5.25%			6.25	%		86,237		86,682		6.8	%
Illuminate Education, Inc. (3)(5)	First-lien loan ($62,725 par, due 8/2022)	8/25/2017		L + 6.00%			7.00	%		62,519		62,882		4.9	%
										298,624		299,831		23.6	%
Financial Services
AvidXchange, Inc. (3)(5)	First-lien loan ($11,205 par, due 4/2024)	10/1/2019		L + 9.00%			10.00	%		11,129		11,327		0.9	%
Bear OpCo, LLC (3)(5)	First-lien loan ($19,575 par, due 10/2024)	10/10/2019		L + 6.50%			7.50	%		19,247		19,428		1.5	%
BlueSnap, Inc. (3)(5)	First-lien loan ($35,000 par, due 10/2024)	10/25/2019		L + 6.75%			7.75	%		34,426		35,475		2.8	%
G Treasury SS, LLC (3)(5)	First-lien loan ($59,318 par, due 4/2023)	4/9/2018		L + 8.25%			9.25	%		58,570		60,479		4.7	%
Ibis Intermediate Co. (3)(5)	First-lien loan ($1,542 par, due 5/2027)	5/28/2021		L + 5.00%			5.50	%		1,410		1,640		0.1	%
Ibis US Blocker Co. (3)	First-lien loan ($12,669 par, due 5/2028)	5/28/2021		L + 8.25%		8.75% PIK				12,393		12,479		1.0	%
Jonas Collections and Recovery, Inc. (3)(5)	First-lien loan ($27,375 par, due 6/2026)	6/21/2021		L + 5.75%			6.75	%		26,854		26,964		2.1	%
Kyriba Corp. (3)	First-lien loan ($17,412 par, due 4/2025)	4/9/2019		L + 9.00%		10.50% (incl. 9.00% PIK)				17,163		17,673		1.4	%
	First-lien loan (EUR 9,070 par, due 4/2025)	4/9/2019		E + 9.00%		9.00% PIK				10,070	10,470 (EUR 9,206)			0.8	%
	First-lien revolving loan ($1,411 par, due 4/2025)	4/9/2019		L + 7.25%			8.75	%		1,387		1,438		0.1	%
	First-lien revolving loan (EUR 336 par, due 4/2025)	4/9/2019		E + 7.25%			8.75	%		370	382 (EUR 336)			0.0	%
Passport Labs, Inc. (3)	First-lien loan ($17,018 par, due 4/2026)	4/28/2021		L + 8.25%		9.25% (incl. 4.125% PIK)				16,721		16,864		1.3	%
PrimeRevenue, Inc. (3)	First-lien loan ($22,507 par, due 12/2023)	12/31/2018		L + 7.00%			8.50	%		22,365		23,015		1.8	%
TradingScreen, Inc. (3)(5)	First-lien loan ($45,000 par, due 4/2027)	4/30/2021		L + 6.25%			7.25	%		43,771		44,325		3.5	%
										275,876		281,959		22.0	%
Healthcare


BCTO Ace Purchaser, Inc. (3)(5)	First-lien loan ($53,094 par, due 11/2026)	11/23/2020	L + 6.50%			7.50	%	51,815		53,493	4.2	%
Caris Life Sciences, Inc.	First-lien loan ($5,000 par, due 9/2023)	9/21/2018	11.30	%		11.30	%	4,925		5,250	0.4	%
	First-lien loan ($3,750 par, due 4/2025)	4/2/2020	11.30	%		11.30	%	3,547		4,031	0.3	%
	Convertible note ($2,602 par, due 9/2023)	9/21/2018	8.00	%		8.00	%	2,602		12,230	1.0	%
Clinicient, Inc. (3)	First-lien loan ($15,000 par, due 5/2024)	5/31/2019	L + 7.00%			8.50	%	14,920		15,150	1.2	%
	First-lien revolving loan ($2,400 par, due 5/2024)	5/31/2019	L + 7.00%			8.50	%	2,381		2,440	0.2	%
Homecare Software Solutions, LLC (3)(5)	First-lien loan ($50,000 par, due 10/2026)	10/6/2021	L + 5.25%			6.25	%	48,891		49,000	3.8	%
Integrated Practice Solutions, Inc. (3)(5)	First-lien loan ($48,688 par, due 10/2024)	6/30/2017	L + 7.50%			8.50	%	47,578		49,783	3.9	%
								176,659		191,377	15.0	%
Hotel, Gaming and Leisure
IRGSE Holding Corp. (3)(7)	First-lien loan ($30,261 par, due 6/2022)	9/29/2015	L + 9.50%			10.00	%	28,594		30,261	2.4	%
	First-lien revolving loan ($12,327 par, due 6/2022)	9/29/2015	L + 9.50%			10.00	%	12,327		12,327	1.0	%
								40,921		42,588	3.4	%

Human Resource Support Services
Axonify, Inc. (3)(4)(5)	First-lien loan ($31,580 par, due 5/2026)	5/5/2021	L + 7.50%			8.50	%	30,807		31,100	2.4	%
DaySmart Holdings, LLC (3)(5)	First-lien loan ($47,999 par, due 10/2025)	12/18/2020	L + 7.25%			8.75	%	47,891		48,262	3.8	%
	First-lien revolving loan ($3,000 par, due 10/2025)	12/18/2020	L + 7.25%			8.75	%	3,003		3,015	0.2	%
Employment Hero Holdings Pty Ltd. (4)	First-lien loan (AUD 40,000 par, due 12/2026) (3)	12/6/2021	B + 6.50%			7.50	%	27,317	28,166 (AUD 38,740)		2.2	%
	Convertible note (AUD 3,000 par, due 6/2027) (13)	12/13/2021	0.00	%		0.00	%	2,134	2,134 (AUD 2,936)		0.2	%
PageUp People, Ltd. (3)(4)(5)	First-lien loan (AUD 17,400 par, due 12/2025)	1/11/2018	B + 5.50%			6.25	%	12,806	12,115 (AUD 16,664)		0.9	%
	First-lien loan (GBP 4,723 par, due 12/2025)	10/28/2021	S + 5.50%			6.37	%	6,499	6,317 (GBP 4,664)		0.5	%
	First-lien loan ($12,989 par, due 12/2025)	10/28/2021	L + 5.50%			6.25	%	12,970		12,827	1.0	%
PayScale Holdings, Inc. (3)(5)	First-lien loan ($69,475 par, due 5/2024)	5/3/2019	L + 6.00%			7.00	%	68,493		69,822	5.5	%
PrimePay Intermediate, LLC (3)(5)	First-lien loan ($27,000 par, due 12/2026)	12/17/2021	L + 7.00%			8.00	%	25,787		25,775	2.0	%
Modern Hire, Inc. (3)(5)	First-lien loan ($29,639 par, due 5/2024)	5/15/2019	L + 7.00%			8.50	%	29,206		30,232	2.4	%
Workwell Acquisition Co. (3)(5)	First-lien loan ($19,750 par, due 10/2025)	10/19/2020	L + 7.50%			8.50	%	19,239		19,899	1.6	%
								286,152		289,664	22.7	%
Internet Services
Bayshore Intermediate #2, L.P. (3)	First-lien loan ($28,772 par, due 10/2028)	10/1/2021	L + 7.75%		8.50% PIK			28,090		28,148	2.2	%
Higher Logic, LLC (3)(5)	First-lien loan ($57,262 par, due 1/2024)	6/18/2018	L + 7.25%			8.25	%	56,753		57,835	4.5	%
Lithium Technologies, LLC (3)	First-lien loan ($56,020 par, due 10/2022)	10/3/2017	L + 8.00%			9.00	%	55,783		55,439	4.4	%
Lucidworks, Inc. (9)	First-lien loan ($13,848 par, due 7/2024)	7/31/2019	12.00	%	12.00% (incl. 7.00% PIK)			13,766		13,917	1.1	%
Piano Software, Inc. (3)(5)	First-lien loan ($49,328 par, due 2/2026)	2/25/2021	L + 6.50%			7.50	%	48,292		48,711	3.8	%
								202,684		204,050	16.0	%
Marketing Services
Acoustic, L.P. (3)	First-lien note ($33,330 par, due 6/2024)	12/17/2019	L + 7.00%			8.50	%	32,544		31,747	2.5	%
Office Products
USR Parent, Inc. (3)(5)	ABL FILO term loan ($5,732 par, due 9/2022)	9/12/2017	L + 7.75%			8.75	%	5,709		5,732	0.4	%
Oil, Gas and Consumable Fuels
MD America Energy, LLC (3)(6)	First-lien loan ($8,775 par, due 12/2024)	11/14/2018	L + 7.75%			9.25	%	8,775		8,775	0.7	%
Mississippi Resources, LLC (3)(7)(16)	First-lien loan ($1,500 par, due 12/2022)	6/29/2018	P + 8.00%			12.00	%	1,498		—	0.0	%
TRP Assets, LLC (3)	First-lien loan ($42,000 par, due 12/2025)	12/3/2021	SOFR + 7.50%			9.76	%	41,003		40,950	3.2	%
Verdad Resources Intermediate Holdings, LLC (3)	First-lien loan ($25,233 par, due 10/2024)	4/10/2019	L + 7.50%			9.50	%	24,925		25,485	2.0	%
								76,201		75,210	5.9	%
Other
Omnigo Software, LLC (3)(5)	First-lien loan ($33,745 par, due 3/2026)	3/31/2021	L + 6.50%			7.50	%	33,067		33,408	2.6	%
Pharmaceuticals
Biohaven Pharmaceuticals, Inc. (3)(4)	First-lien loan ($41,768 par, due 8/2025)	8/7/2020	L + 9.00%		10.00% (incl. 4.00% PIK)			50,761		52,782	4.1	%


	First-lien loan ($22,730 par, due 9/2026)	9/30/2021	L + 8.25%	9.25% (incl. 4.00% PIK)			11,903		12,816	1.0	%
TherapeuticsMD, Inc. (3)(4)	First-lien loan ($30,000 par, due 3/2024)	4/24/2019	L + 7.75%		10.45	%	29,068		30,000	2.4	%
							91,732		95,598	7.5	%

Retail and Consumer Products
99 Cents Only Stores LLC (3)	ABL FILO term loan ($25,000 par, due 5/2025)	9/6/2017	L + 8.50%		9.50	%	24,704		25,625	2.0	%
American Achievement, Corp. (3)	First-lien loan ($25,185 par, due 9/2026)	9/30/2015	L + 6.25%	7.25% (incl. 6.75% PIK)			24,259		18,952	1.5	%
	First-lien loan ($1,370 par, due 9/2026) (16)	6/10/2021	L + 14.00%	15.00% (incl. 14.50% PIK)			1,370		92	0.0	%
	Subordinated note ($4,740 par, due 9/2026) (16)	3/16/2021	L + 1.00%	2.00% PIK			545		71	0.0	%
Designer Brands, Inc. (3)(4)	ABL First-lien loan ($46,875 par, due 8/2025)	8/7/2020	L + 8.50%		9.75	%	45,974		48,398	3.8	%
Moran Foods, LLC (3)	ABL FILO term loan ($33,267 par, due 4/2024)	4/1/2020	L + 7.50%		9.00	%	32,864		33,683	2.6	%
Neuintel, LLC (3)(5)	First-lien loan ($52,000 par, due 12/2026)	12/20/2021	L + 6.25%		7.25	%	50,811		50,700	4.0	%
Project P Intermediate 2, LLC (3)	ABL FILO term loan ($75,000 par, due 5/2026)	11/8/2021	L + 8.00%		9.25	%	73,541		74,250	5.8	%
Tango Management Consulting, LLC (3)(5)	First-lien loan ($32,500 par, due 12/2027)	12/1/2021	L + 6.75%		7.50	%	31,487		31,459	2.5	%
							285,555		283,230	22.2	%
Transportation
Project44, Inc. (3)(5)	First-lien loan ($35,139 par, due 11/2027)	11/12/2021	L + 6.25%		7.25	%	33,821		33,901	2.7	%
Total Debt Investments							2,317,552		2,360,134	185.0	%

Equity and Other Investments
Business Services
Dye & Durham, Ltd. (4)(12)(14)	Common Shares (126,968 shares)	12/3/2021					3,909	4,455 (CAD 5,627)		0.4	%
ReliaQuest, LLC (13)(14)(15)	Class A-1 Units (567,683 units)	11/23/2021					1,120		1,120	0.1	%
Sprinklr, Inc. (12)(13)(14)	Common Shares (484,700 shares)	6/24/2021					4,180		7,692	0.6	%
WideOrbit, Inc. (13)	1,567,807 Warrants	7/8/2020					327		327	0.0	%
							9,536		13,594	1.1	%
Communications
Celtra Technologies, Inc. (13)(14)	Class A Units (1,250,000 units)	11/19/2021					1,250		1,250	0.1	%
IntelePeer Holdings, Inc. (13)	Series C Preferred Shares (1,816,295 shares) (14)	4/8/2021					1,816		2,829	0.2	%
	Series D Preferred Shares (1,065,916 shares) (14)	4/8/2021					1,950		1,950	0.2	%
	280,000 Warrants	2/28/2020					183		290	0.0	%
	106,592 Warrants (14)	4/8/2021					-		39	0.0	%
							5,199		6,358	0.5	%
Education
EMS Linq, Inc. (13)(14)	Class B Units (5,522,526 units)	12/22/2021					5,523		5,523	0.4	%
RMCF IV CIV XXXV, LP. (13)(14)	Partnership Interest (11.94% ownership)	6/8/2021					1,000		1,000	0.1	%
							6,523		6,523	0.5	%
Financial Services
AvidXchange, Inc. (11)(13)(14)	Common Shares (200,721 shares)	10/15/2021					1,022		2,785	0.2	%
Newport Parent Holdings, LP (13)	Class A-2 Units (131,569 units)	12/10/2020					4,177		2,443	0.2	%
Oxford Square Capital Corp. (4)(12)	Common Shares (1,620 shares)	8/5/2015					6		7	0.0	%
Passport Labs, Inc. (13)(14)	17,534 Warrants	4/28/2021					192		192	0.0	%
TradingScreen, Inc. (13)(14)(15)	Class A Units (600,000 units)	5/14/2021					600		600	0.1	%
							5,997		6,027	0.5	%
Healthcare
Caris Life Sciences, Inc. (13)	Series C Preferred Shares (362,319 shares)	10/13/2020					1,000		2,787	0.2	%
	Series D Preferred Shares (1,240,740 shares) (14)	5/11/2021					10,050		10,050	0.8	%
	633,376 Warrants	9/21/2018					192		3,602	0.3	%
	569,991 Warrants	4/2/2020					250		3,170	0.2	%
Valant Medical Solutions, Inc. (13)(15)	Class A Units (77,144 units) (14)	3/10/2021					77		118	0.0	%
	954,478 Warrants	4/8/2019					281		502	0.0	%
							11,850		20,229	1.5	%
Hotel, Gaming and Leisure
IRGSE Holding Corp. (7)(13)	Class A Units (33,790,171 units)	12/21/2018					21,842		17,148	1.4	%
	Class C-1 Units (8,800,000 units)	12/21/2018					100		43	0.0	%
							21,942		17,191	1.4	%
Human Resource Support Services
Axonify, Inc. (4)(13)(14)(15)	Class A-1 Units (3,780,000 units)	5/5/2021					3,780		3,780	0.3	%
ClearCompany, LLC (13)(15)	Series A Preferred Units (1,429,228 units)	8/24/2018					2,014		5,035	0.4	%
DaySmart Holdings, LLC (13)(14)(15)	Class A Units (166,811 units)	10/1/2019					1,347		2,047	0.2	%
							7,141		10,862	0.9	%
Internet Services


Bayshore Intermediate #2, L.P. (13)(14)(15)	Common Units (12,330,709 units)	10/1/2021					12,331		12,331	1.0	%
Lucidworks, Inc. (13)	Series F Preferred Shares (199,054 shares)	8/2/2019					800		820	0.1	%
Piano Software, Inc. (13)(14)	Series C-1 Preferred Shares (418,527 shares)	12/22/2021					3,000		3,000	0.2	%
							16,131		16,151	1.3	%
Marketing Services
Validity, Inc. (13)	Series A Preferred Shares (3,840,000 shares)	5/31/2018					3,840		13,824	1.1	%
Oil, Gas and Consumable fuels
SMPA Holdings, LLC (6)	Common Units (15,000 units)	12/24/2020					3,892		18,242	1.4	%
Pharmaceuticals
TherapeuticsMD, Inc. (13)	712,817 Warrants	8/5/2020					1,029		121	0.0	%
Retail and Consumer Products
American Achievement, Corp. (13)(14)	Class A Units (687 units)	3/16/2021					—		50	0.0	%
Copper Bidco, LLC (11)	Trust Certificates (132,928 Certificates)	12/7/2020					493		1,562	0.1	%
	Trust Certificates (996,958 Certificates) (14)	1/30/2021					12,792		21,933	1.7	%
Neuintel, LLC (13)(14)(15)	Class A Units (1,176,494 units)	12/21/2021					3,000		3,000	0.2	%
							16,285		26,545	2.0	%

Structured Products
Bain Capital Credit CLO Ltd, Series 2018-1A (3)(4)(11)	Structured Product ($500 par, due 4/2031)	10/15/2020	L + 5.35%	5.47	%		417		463	0.0	%
Carlyle Global Market Strategies CLO Ltd, Series 2018-1A (3)(4)(11)	Structured Product ($1,550 par, due 4/2031)	8/11/2020	L + 5.75%	5.88	%		1,223		1,464	0.1	%
Carlyle Global Market Strategies CLO Ltd, Series 2017-4A (3)(4)(11)	Structured Product ($4,150 par, due 1/2030)	9/3/2020	L + 6.15%	6.27	%		3,455		3,865	0.3	%
							5,095		5,792	0.4	%
Total Equity and Other Investments							114,460		161,459	12.6	%
Total Investments						$	2,432,012	$	2,521,593	197.6	%


	Interest Rate Swaps as of December 31, 2021
	Company Receives	Company Pays	Maturity Date	Notional Amount		Fair Market Value			Upfront (Payments) / Receipts		Change in Unrealized Gains / (Losses)
Interest rate swap (a)	L	0.16%	7/30/2022	$	13,440	$	13		$	—	$	13
Interest rate swap (a)	4.50%	L + 2.37%	8/1/2022		115,000		1,192			—		(2,287	)
Interest rate swap (a)	4.50%	L + 1.59%	8/1/2022		50,000		751			—		(1,390	)
Interest rate swap (a)	4.50%	L + 1.60%	8/1/2022		7,500		112			—		(208	)
Interest rate swap (a)	L + 2.11%	4.50%	8/1/2022		27,531		(328	)		1,252		621
Interest rate swap (a)	L + 2.11%	4.50%	8/1/2022		2,160		(26	)		96		48
Interest rate swap (a)	L + 2.11%	4.50%	8/1/2022		42,819		(510	)		904		394
Interest rate swap (a)	4.50%	L + 1.99%	1/22/2023		150,000		3,061			—		(3,994	)
Interest rate swap (a)(e)	L + 2.28%	3.875%	11/1/2024		2,500		—			128		—
Interest rate swap (a)(b)	L	1.47%	7/30/2021		—		—			—		89
Interest rate swap (a)(b)	L	0.326%	6/9/2023		—		—			—		15
Total					410,950		4,265			2,380		(6,699	)

Interest rate swap (a)(c)(d)	3.875%	L + 2.25%	11/1/2024		300,000		3,996			—		(10,720	)
Interest rate swap (a)(c)(d)	3.875%	L + 2.46%	11/1/2024		50,000		377			—		(1,676	)
Interest rate swap (a)(c)	2.50%	L + 1.91%	8/1/2026		300,000		(10,239	)		—		(10,239	)
Total					650,000		(5,866	)		—		(22,635	)
Cash collateral					—		4,185			—		—
Total derivatives				$	1,060,950	$	2,584		$	2,380	$	(29,334	)

(a)

Contains a variable rate structure. Bears interest at a rate determined by three-month LIBOR.

(b)

Interest rate swap was terminated or matured during the period.

(c)

Instrument is used in a hedge accounting relationship. The associated change in fair value is recorded along with the change in fair value of the hedged item within interest expense.

(d)

(e)

The fair market value of this instrument is presented net with the $2.5 million in aggregate notional value of instruments no longer designated as instruments in a hedge accounting relationship.

(1)

Certain portfolio company investments are subject to contractual restrictions on sales.

(2)

The amortized cost represents the original cost adjusted for the amortization of discounts and premiums, as applicable, on debt investments using the effective interest method.

(3)

(4)

(5)

(6)

Under the 1940 Act, the Company is deemed to be an “Affiliated Person” of, as defined in the 1940 Act, this portfolio company, as the Company owns more than 5% of the portfolio company’s outstanding voting securities. Transactions during the year ended December 31, 2021in which the Company was an Affiliated Person of the portfolio company are as follows:

Non-controlled, Affiliated Investments during the year ended December 31, 2021


Company	Fair Value at December 31, 2020		Gross Additions (a)		Gross Reductions (b)			Net Change In Unrealized Gain/(Loss)		Realized Gain/(Loss)(d)		Transfers		Fair Value at December 31, 2021		Other Income		Interest Income
MD America Energy, LLC (c)	$	12,892	$	—	$	(225	)	$	14,350	$	—	$	—	$	27,017	$	740	$	838
Total	$	12,892	$	—	$	(225	)	$	14,350	$	—	$	—	$	27,017	$	740	$	838

(a)

(b)

(c)

Includes investment in SMPA Holdings, LLC of 15,000 common equity units.

(d)

In the consolidated statement of operations for the six months ended June 30, 2021, there is a realized loss on non-controlled, affiliated investments of $33 related to an escrow receivable for an investment in AFS Technologies, Inc. that is no longer held.

(7)

Under the 1940 Act, the Company is deemed to be both an “Affiliated Person” of and “Control,” as such terms are defined in the 1940 Act, this portfolio company, as the Company owns more than 25% of the portfolio company’s outstanding voting securities or has the power to exercise control over management or policies of such portfolio company (including through a management agreement). Transactions during the year ended December 31, 2021 in which the Company was an Affiliated Person of and was deemed to Control a portfolio company are as follows:

Controlled, Affiliated Investments during the year ended December 31, 2021


Company	Fair Value at December 31, 2020		Gross Additions (a)		Gross Reductions (b)		Net Change In Unrealized Gain/(Loss)		Realized Gain/(Losses)		Transfers		Fair Value at December 31, 2021		Other Income		Interest Income
IRGSE Holding Corp.	$	36,676	$	5,653	$	—	$	17,450	$	—	$	—	$	59,779	$	17	$	4,039
Mississippi Resources, LLC	—		—		—		—		—		—		—		—		—
Total	$	36,676	$	5,653	$	—	$	17,450	$	—	$	—	$	59,779	$	17	$	4,039

(a)

(b)

(8)

As of December 31, 2021, the estimated cost basis of investments for U.S. federal tax purposes was $2,445,863, resulting in estimated gross unrealized gains and losses of $156,819 and $79,599, respectively.

(9)

These investments contain a fixed rate structure. The Company entered into an interest rate swap agreement to swap to a floating rate. Refer to Note 5 for further information related to the Company’s interest rate swaps on investments.

(10)

In accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 820, Fair Value Measurements (“Topic ASC 820”), unless otherwise indicated, the fair values of all investments were determined using significant unobservable inputs and are considered Level 3 investments. See Note 6 for further information related to investments at fair value.

(11)

This investment is valued using observable inputs and is considered a Level 2 investment. See Note 6 for further information related to investments at fair value.

(12)

This investment is valued using observable inputs and is considered a Level 1 investment. See Note 6 for further information related to investments at fair value.

(13)

This investment is non-income producing.

(14)

All or a portion of this security was acquired in transaction exempt from registration under the Securities Act of 1933, and may be deemed to be “restricted securities” under the Securities Act. As of December 31, 2021, the aggregate fair value of these securities is $83,839, or 6.6%% of the Company’s net assets.

(15)

Ownership of equity investments may occur through a holding company or partnership.

(16)

Investment is on non-accrual status as of December 31, 2021.

The accompanying notes are an integral part of these consolidated financial statements.

Sixth Street Specialty Lending, Inc.

Consolidated Statements of Changes in Net Assets

(Amounts in thousands, except share amounts)

(Unaudited)


	Common Stock				Treasury Stock
	Shares		Par Amount		Shares		Cost			Paid in Capital in Excess of Par			Distributable Earnings			Total Net Assets
Balance at December 31, 2021		75,771,542	$	761		296,044	$	(4,291	)	$	1,189,275		$	90,103		$	1,275,848
Net increase in net assets resulting from operations:
Net investment income		—		—		—		—			—			35,712			35,712
Net change in unrealized losses on investments and foreign currency translation		—		—		—		—			—			(8,495	)		(8,495	)
Net realized gains on investments and foreign currency transactions		—		—		—		—			—			13,668			13,668
Dividends to stockholders:
Stock issued in connection with dividend reinvestment plan		299,138		3		—		—			6,771			—			6,774
Dividends declared from net investment income		—		—		—		—			—			(39,522	)		(39,522	)
Tax reclassification of stockholders' equity in accordance with GAAP (1)		—		—		—		—			(351	)		351			—
Balance at March 31, 2022		76,070,680	$	764		296,044	$	(4,291	)	$	1,195,695		$	91,817		$	1,283,985
Net increase in net assets resulting from operations:
Net investment income		—		—		—		—			—			40,822			40,822
Net change in unrealized losses on investments and foreign currency translation		—		—		—		—			—			(54,751	)		(54,751	)
Net realized gains on investments and foreign currency transactions		—		—		—		—			—			404			404
Dividends to stockholders:
Stock issued in connection with dividend reinvestment plan		268,835		2		—		—			5,836			—			5,838
Dividends declared from net investment income		—		—		—		—			—			(34,339	)		(34,339	)
Balance at June 30, 2022		76,339,515	$	766		296,044	$	(4,291	)	$	1,201,531		$	43,953		$	1,241,959

(1)

The Company’s tax year end is March 31st.

The accompanying notes are an integral part of these consolidated financial statements.

Sixth Street Specialty Lending, Inc.

Consolidated Statements of Changes in Net Assets

(Amounts in thousands, except share amounts)

(Unaudited)


	Common Stock				Treasury Stock
	Shares		Par Amount		Shares		Cost			Paid in Capital in Excess of Par			Distributable Earnings			Total Net Assets
Balance at December 31, 2020		67,684,209	$	680		296,044	$	(4,291	)	$	1,025,676		$	139,250		$	1,161,315
Cumulative effect adjustment for the adoption of ASU 2020-06 (2)		—		—		—		—			(457	)		172			(285	)
Net increase in net assets resulting from operations:
Net investment income		—		—		—		—			—			32,310			32,310
Net change in unrealized gains on investments and foreign currency translation		—		—		—		—			—			9,755			9,755
Net realized gains on investments and foreign currency transactions		—		—		—		—			—			14,587			14,587
Increase in Net Assets Resulting from Capital Share Transactions:
Issuance of common stock, net of offering and underwriting costs		4,049,689		41		—		—			85,904			—			85,945
Dividends to stockholders:
Stock issued in connection with dividend reinvestment plan		236,100		2		—		—			4,707			—			4,709
Dividends declared from net investment income		—		—		—		—			—			(123,004	)		(123,004	)
Tax reclassification of stockholders' equity in accordance with GAAP (1)		—		—		—		—			(460	)		460			—
Balance at March 31, 2021		71,969,998	$	723		296,044	$	(4,291	)	$	1,115,370		$	73,530		$	1,185,332
Net increase in net assets resulting from operations:
Net investment income		—		—		—		—			—			27,388			27,388
Net change in unrealized gains on investments and foreign currency translation		—		—		—		—			—			28,945			28,945
Net realized gains on investments and foreign currency transactions		—		—		—		—			—			2,021			2,021
Decrease in Net Assets Resulting from Capital Share Transactions:
Issuance of common stock, net of offering and underwriting costs		—		—		—		—			(41	)		—			(41	)
Dividends to stockholders:
Stock issued in connection with dividend reinvestment plan		679,685		6		—		—			14,292			—			14,298
Dividends declared from net investment income		—		—		—		—			—			(34,130	)		(34,130	)
Balance at June 30, 2021		72,649,683	$	729		296,044	$	(4,291	)	$	1,129,621		$	97,754		$	1,223,813

(1)

The Company’s tax year end is March 31st.

(2)

See Note 2 for further information related to the adoption of ASU 2020-06.

The accompanying notes are an integral part of these consolidated financial statements.

Sixth Street Specialty Lending, Inc.

Consolidated Statements of Cash Flows

(Amounts in thousands)

(Unaudited)


	Six Months Ended			Six Months Ended
	June 30, 2022			June 30, 2021
Cash Flows from Operating Activities
Increase in net assets resulting from operations	$	27,360		$	115,006
Adjustments to reconcile increase in net assets resulting from operations to net cash provided by (used in) operating activities:
Net change in unrealized (gains) losses on investments		64,524			(41,396	)
Net change in unrealized (gains) on foreign currency transactions		(5,872	)		(578	)
Net change in unrealized losses on interest rate swaps		4,594			3,273
Net realized (gains) on investments		(14,104	)		(16,608	)
Net realized (gains) losses on foreign currency transactions		(57	)		11
Net amortization of discount on investments		(9,421	)		(10,553	)
Amortization of deferred financing costs		2,882			2,860
Amortization of discount on debt		378			333
Purchases and originations of investments, net		(438,388	)		(439,203	)
Proceeds from investments, net		19,381			42,385
Repayments on investments		370,086			198,432
Paid-in-kind interest		(6,762	)		(4,183	)
Changes in operating assets and liabilities:
Interest receivable		(1,479	)		(5,469	)
Interest receivable paid-in-kind		391			62
Prepaid expenses and other assets		(1,413	)		12,164
Management fees payable to affiliate		96			852
Incentive fees on net investment income payable to affiliate		(3,065	)		(257	)
Incentive fees on net capital gains accrued to affiliate		(7,699	)		10,104
Payable to affiliate		860			640
Other liabilities		(37,018	)		(16,351	)
Net Cash Provided by (Used in) Operating Activities		(34,726	)		(148,476	)
Cash Flows from Financing Activities
Borrowings on debt		498,755			827,256
Repayments on debt		(387,635	)		(615,482	)
Deferred financing costs		(4,296	)		(7,901	)
Proceeds from issuance of common stock, net of offering and underwriting costs		—			85,904
Dividends paid to stockholders		(60,888	)		(136,081	)
Net Cash Provided by (Used in) Financing Activities		45,936			153,696
Net Increase in Cash, Cash Equivalents, and Restricted Cash		11,210			5,220
Cash, cash equivalents, and restricted cash, beginning of period		15,967			13,274
Cash, Cash Equivalents, and Restricted Cash, End of Period	$	27,177		$	18,494
Supplemental Information:
Interest paid during the period	$	17,833		$	12,779
Excise and other taxes paid during the period	$	1,600		$	4,215
Dividends declared during the period	$	73,861		$	157,134

Non-Cash Financing Activities:
Reinvestment of dividends during the period	$	12,613		$	19,007

The accompanying notes are an integral part of these consolidated financial statements.

Sixth Street Specialty Lending, Inc.

Notes to Consolidated Financial Statements

(Unaudited)

(Amounts in thousands, unless otherwise indicated)

1. Organization and Basis of Presentation

Organization

Sixth Street Specialty Lending, Inc. (the “Company”) is a Delaware corporation formed on July 21, 2010. The Company was formed primarily to lend to, and selectively invest in, middle-market companies in the United States. The Company has elected to be regulated as a business development company (“BDC”) under the 1940 Act. In addition, for tax purposes, the Company has elected to be treated as a regulated investment company (“RIC”) under Subchapter M of the Internal Revenue Code of 1986, as amended (the “Code”). The Company is managed by Sixth Street Specialty Lending Advisers, LLC (the “Adviser”). On June 1, 2011, the Company formed a wholly-owned subsidiary, TC Lending, LLC, a Delaware limited liability company. On March 22, 2012, the Company formed a wholly-owned subsidiary, Sixth Street SL SPV, LLC, a Delaware limited liability company. On May 19, 2014, the Company formed a wholly-owned subsidiary, Sixth Street SL Holding, LLC, a Delaware limited liability company. On December 9, 2020, the Company formed a wholly-owned subsidiary, Sixth Street Specialty Lending Sub, LLC, a Cayman Islands limited liability company.

On March 21, 2014, the Company completed its initial public offering (“IPO”) and the Company’s shares began trading on the New York Stock Exchange (“NYSE”) under the symbol “TSLX.”

Basis of Presentation

The accompanying consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”), and include the accounts of the Company and its subsidiaries. In the opinion of management, all adjustments considered necessary for the fair presentation of the consolidated financial statements for the periods presented have been included. The results of operations for interim periods are not indicative of results to be expected for the full year. All intercompany balances and transactions have been eliminated in consolidation.

Certain financial information that is normally included in annual financial statements, including certain financial statement footnotes, prepared in accordance with U.S. GAAP, is not required for interim reporting purposes and has been condensed or omitted herein. These consolidated financial statements should be read in conjunction with the Company’s consolidated financial statements and notes related thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2021, which was filed with the Securities and Exchange Commission (“SEC”), on February 17, 2022.

The Company is an investment company and, therefore, applies the specialized accounting and reporting guidance in Accounting Standards Codification (“ASC”) Topic 946, Financial Services – Investment Companies.

Fiscal Year End

The Company’s fiscal year ends on December 31.

2. Significant Accounting Policies

Use of Estimates

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements. Actual amounts could differ from those estimates and such differences could be material.

Cash and Cash Equivalents

Cash and cash equivalents may consist of demand deposits, highly liquid investments (e.g., money market funds, U.S. Treasury notes, and similar type instruments) with original maturities of three months or less, and restricted cash pledged as collateral for certain centrally cleared derivative instruments. Cash and cash equivalents denominated in U.S. dollars are carried at cost, which approximates fair value. The Company deposits its cash and cash equivalents with highly-rated banking corporations and, at times, cash deposits may exceed the insured limits under applicable law.

Investments at Fair Value

Loan originations are recorded on the date of the binding commitment, which is generally the funding date. Investment transactions purchased through the secondary markets are recorded on the trade date. Realized gains or losses are measured by the difference between the net proceeds received (excluding prepayment fees, if any) and the amortized cost basis of the investment without regard to unrealized gains or losses previously recognized, and include investments charged off during the period, net of recoveries. The net change in unrealized gains or losses primarily reflects the change in investment values and also includes the reversal of previously recorded unrealized gains or losses with respect to investments realized during the period.

Investments for which market quotations are readily available are typically valued at those market quotations. To validate market quotations, the Company utilizes a number of factors to determine if the quotations are representative of fair value, including the source and number of the quotations. Debt and equity securities that are not publicly traded or whose market prices are not readily available, as is the case for substantially all of our investments, are valued at fair value as determined in good faith by the Company’s Board of Directors (the “Board”), based on, among other things, the input of the Adviser, the Company’s Audit Committee and independent third-party valuation firms engaged at the direction of the Board.

As part of the valuation process, the Board takes into account relevant factors in determining the fair value of its investments, including and in combination of: the estimated enterprise value of a portfolio company (that is, the total value of the portfolio company’s net debt and equity), the nature and realizable value of any collateral, the portfolio company’s ability to make payments based on its earnings and cash flow, the markets in which the portfolio company does business, a comparison of the portfolio company’s securities to any similar publicly traded securities, and overall changes in the interest rate environment and the credit markets that may affect the price at which similar investments may be made in the future. When an external event such as a purchase transaction, public offering or subsequent equity sale occurs, the Board considers whether the pricing indicated by the external event corroborates its valuation.

The Board undertakes a multi-step valuation process, which includes, among other procedures, the following:

•

The valuation process begins with each investment being initially valued by the investment professionals responsible for the portfolio investment in conjunction with the portfolio management team.

•

The Adviser’s management reviews the preliminary valuations with the investment professionals. Agreed upon valuation recommendations are presented to the Audit Committee.

•

The Audit Committee reviews the valuations presented and recommends values for each investment to the Board.

•

The Board reviews the recommended valuations and determines the fair value of each investment; valuations that are not based on readily available market quotations are valued in good faith based on, among other things, the input of the Adviser, Audit Committee and, where applicable, other third parties including independent third-party valuation firms engaged at the direction of the Board.

The Company conducts this valuation process on a quarterly basis.

The Board has engaged independent third-party valuation firms to perform certain limited procedures that the Board has identified and requested them to perform in connection with the valuation process. At June 30, 2022, the independent third-party valuation firms performed their procedures over substantially all of the Company’s investments. Upon completion of such limited procedures, the third-party valuation firms concluded that the fair value, as determined by the Board, of those investments subjected to their limited procedures, appeared reasonable.

The Company applies Financial Accounting Standards Board Accounting Standards Codification Topic 820, Fair Value Measurement (“ASC Topic 820”), as amended, which establishes a framework for measuring fair value in accordance with U.S. GAAP and required disclosures of fair value measurements. ASC Topic 820 determines fair value to be the price that would be received for an investment in a current sale, which assumes an orderly transaction between market participants on the measurement date. Market participants are defined as buyers and sellers in the principal or most advantageous market (which may be a hypothetical market) that are independent, knowledgeable, and willing and able to transact. In accordance with ASC Topic 820, the Company considers its principal market to be the market that has the greatest volume and level of activity. ASC Topic 820 specifies a fair value hierarchy that prioritizes and ranks the level of observability of inputs used in determination of fair value. In accordance with ASC Topic 820, these levels are summarized below:

Level 1—Valuations based on quoted prices in active markets for identical assets or liabilities that the Company has the ability to access.

Level 2—Valuations based on quoted prices in markets that are not active or for which all significant inputs are observable, either directly or indirectly.

Level 3—Valuations based on inputs that are unobservable and significant to the overall fair value measurement.

Transfers between levels, if any, are recognized at the beginning of the quarter in which the transfers occur. In addition to using the above inputs in investment valuations, the Company applies the valuation policy approved by its Board that is consistent with ASC Topic 820. Consistent with the valuation policy, the Company evaluates the source of inputs, including any markets in which its investments are trading (or any markets in which securities with similar attributes are trading), in determining fair value. When a security is valued based on prices provided by reputable dealers or pricing services (that is, broker quotes), the Company subjects those prices to various additional criteria in making the determination as to whether a particular investment would qualify for treatment as a Level 2 or Level 3 investment. For example, the Company reviews pricing provided by dealers or pricing services in order to determine if observable market information is being used, versus unobservable inputs. Some additional factors considered include the number of prices obtained as well as an assessment as to their quality, such as the depth of the relevant market relative to the size of the Company’s position.

Due to the inherent uncertainty of determining the fair value of investments that do not have a readily available market value, the fair value of the Company’s investments may fluctuate from period to period. Additionally, the fair value of such investments may differ significantly from the values that would have been used had a ready market existed for such investments and may differ materially from the values that may ultimately be realized. Further, such investments are generally less liquid than publicly traded securities and may be subject to contractual and other restrictions on resale. If the Company were required to liquidate a portfolio investment in a forced or liquidation sale, it could realize amounts that are different from the amounts presented and such differences could be material.

In addition, changes in the market environment, including the impact of changes in broader market indices and credit spreads, and other events that may occur over the life of the investments may cause the gains or losses ultimately realized on these investments to be different than the unrealized gains or losses reflected herein.

Financial and Derivative Instruments

The Company recognizes all derivative instruments as assets or liabilities at fair value in its consolidated financial statements, pursuant to ASC Topic 815 Derivatives and Hedging, further clarified by the FASB’s issuance of the Accounting Standards Update (“ASU”) No. 2017-12, Derivatives and Hedging, which was adopted in 2019 by the Company. For all derivative instruments designated in a hedge accounting relationship, the entire change in the fair value of the hedging instrument shall be recorded in the same line item of the consolidated statements of operations as the hedged item. The Company uses certain interest rate swaps as derivative instruments to hedge the Company’s fixed rate debt, and therefore both the periodic payment and the change in fair value for the effective hedge, if applicable, will be recognized as components of interest expense in the consolidated statements of operations. For derivative contracts entered into by the Company that are not designated in a hedge accounting relationship, the Company presents changes in the fair value through current period earnings.

In the normal course of business, the Company has commitments and risks resulting from its investment transactions, which may include those involving derivative instruments. Derivative instruments are measured in terms of the notional contract amount and derive their value based upon one or more underlying instruments. While the notional amount gives some indication of the Company’s derivative activity, it generally is not exchanged, but is only used as the basis on which interest and other payments are exchanged. Derivative instruments are subject to various risks similar to non-derivative instruments including market, credit, liquidity, and operational risks. The Company manages these risks on an aggregate basis as part of its risk management process.

Derivatives, including the Company’s interest rate swaps, for which broker quotes are available are typically valued at those broker quotes.

Offsetting Assets and Liabilities

Foreign currency forward contract and interest rate swap receivables or payables pending settlement are offset, and the net amount is included with receivable or payable for foreign currency forward contracts or interest rate swaps in the consolidated balance sheets when, and only when, they are with the same counterparty, the Company has the legal right to offset the recognized amounts, and it intends to either settle on a net basis or realize the asset and settle the liability simultaneously.

Foreign Currency

Foreign currency amounts are translated into U.S. dollars on the following basis:

•

cash and cash equivalents, market value of investments, outstanding debt on revolving credit facilities, other assets and liabilities: at the spot exchange rate on the last business day of the period; and

•

purchases and sales of investments, borrowings and repayments of such borrowings, income and expenses: at the rates of exchange prevailing on the respective dates of such transactions.

Although net assets and fair values are presented based on the applicable foreign exchange rates described above, the Company does not isolate that portion of the results of operations resulting from changes in foreign exchange rates on investments from the fluctuations arising from changes in fair values of investments held. Such fluctuations are included with the net realized and unrealized gain or loss from investments. The Company’s current approach to hedging the foreign currency exposure in its non-U.S. dollar denominated investments is primarily to borrow the par amount in local currency under the Company’s Revolving Credit Facility to fund these investments. Fluctuations arising from the translation of foreign currency borrowings are included with the net change in unrealized gains (losses) on translation of assets and liabilities in foreign currencies on the consolidated statements of operations.

Investments denominated in foreign currencies and foreign currency transactions may involve certain considerations and risks not typically associated with those of domestic origin, including unanticipated movements in the value of the foreign currency relative to the U.S. dollar.

Equity Offering Expenses

The Company records expenses related to equity offerings as a reduction of capital upon completion of an offering of registered securities. The costs associated with renewals of the Company’s shelf registration statement are expensed as incurred.

Debt Issuance Costs

The Company records origination and other expenses related to its debt obligations as deferred financing costs, which are presented as a direct deduction from the carrying value of the related debt liability. These expenses are deferred and amortized using the effective interest method, or straight-line method, over the stated maturity of the debt obligation.

Interest and Dividend Income Recognition

Interest income is recorded on an accrual basis and includes the amortization of discounts and premiums. Discounts and premiums to par value on securities purchased or originated are amortized into interest income over the contractual life of the respective security using the effective interest method. The amortized cost of investments represents the original cost adjusted for the amortization of discounts and premiums, if any.

Unless providing services in connection with an investment, such as syndication, structuring or diligence, all or a portion of any loan fees received by the Company will be deferred and amortized over the investment’s life using the effective interest method.

Loans are generally placed on non-accrual status when principal or interest payments are past due 30 days or more or when management has reasonable doubt that the borrower will pay principal or interest in full. Accrued and unpaid interest is generally reversed when a loan is placed on non-accrual status. Interest payments received on non-accrual loans may be recognized as income or applied to principal depending upon management’s judgment regarding collectability. Non-accrual loans are restored to accrual status when past due principal and interest has been paid and, in management’s judgment, the borrower is likely to make principal and interest payments in the future. Management may determine to not place a loan on non-accrual status if, notwithstanding any failure to pay, the loan has sufficient collateral value and is in the process of collection.

Dividend income on preferred equity securities is recorded on an accrual basis to the extent that such amounts are payable by the portfolio company and are expected to be collected. Dividend income on common equity securities is recorded on the record date for private portfolio companies or on the ex-dividend date for publicly-traded portfolio companies.

Other Income

From time to time, the Company may receive fees for services provided to portfolio companies by the Adviser. The services that the Adviser provides vary by investment, but may include syndication, structuring, diligence fees, or other service-based fees, and fees for providing managerial assistance to our portfolio companies and are recognized as revenue when earned.

Earnings per share

The Company's earnings per share ("EPS") amounts have been computed based on the weighted-average number of shares of common stock outstanding for the period. Basic EPS is computed by dividing net increase (decrease) in net assets resulting from operations by the weighted average number of shares of common stock outstanding during the period. Diluted EPS is computed by dividing net increase (decrease) in net assets resulting from operations by the weighted average number of shares of common stock assuming all potential shares had been issued and the additional shares of common stock were dilutive. Diluted EPS reflects the potential dilution, using the if-converted method for convertible debt, which could occur if all potentially dilutive securities were exercised.

Reimbursement of Transaction-Related Expenses

The Company may receive reimbursement for certain transaction-related expenses in pursuing investments. Transaction-related expenses, which are expected to be reimbursed by third parties, are typically deferred until the transaction is consummated and are recorded in Prepaid expenses and other assets on the date incurred. The transaction-related costs of pursuing investments not otherwise reimbursed are borne by the Company and for successfully completed investments included as a component of the investment’s cost basis.

Cash advances received in respect of transaction-related expenses are recorded as Cash and cash equivalents with an offset to Other liabilities or Other payables to affiliates. Other liabilities or Other payables to affiliates are relieved as reimbursable expenses are incurred.

Income Taxes, Including Excise Taxes

The Company has elected to be treated as a RIC under Subchapter M of the Code, and the Company intends to operate in a manner so as to continue to qualify for the tax treatment applicable to RICs. To qualify as a RIC, the Company must, among other things, distribute to its stockholders in each taxable year generally at least 90% of its investment company taxable income, as defined by the Code, and net tax-exempt income for that taxable year. To maintain its RIC status, the Company, among other things, has made and intends to continue to make the requisite distributions to its stockholders, which generally relieves the Company from corporate-level U.S. federal income taxes.

The Company evaluates tax positions taken or expected to be taken in the course of preparing its financial statements to determine whether the tax positions are “more-likely-than-not” to be sustained by the applicable tax authority. Tax positions not deemed to meet the “more-likely-than-not” threshold are reserved and recorded as a tax benefit or expense in the current year. All penalties and interest associated with income taxes are included in income tax expense. Conclusions regarding tax positions are subject to review and may be adjusted at a later date based on factors including, but not limited to, on-going analyses of tax laws, regulations and interpretations thereof.

Depending on the level of taxable income earned in a tax year, the Company can be expected to carry forward taxable income (including net capital gains, if any) in excess of current year dividend distributions from the current tax year into the next tax year and pay a nondeductible 4% U.S. federal excise tax on such taxable income, as required. To the extent that the Company determines that the estimated current year annual taxable income will be in excess of estimated current year dividend distributions from such income, the Company accrues excise tax on estimated excess taxable income.

For the three and six months ended June 30, 2022 the Company recorded a net expense of $0.8 million and $1.1 million, respectively, for U.S. federal excise tax and other taxes. For the three and six months ended June 30, 2021, the Company recorded a net expense of $0.2 million and $0.6 million, respectively, for U.S. federal excise tax and other taxes.

Dividends to Common Stockholders

Dividends to common stockholders are recorded on the record date. The amount to be paid out as a dividend is determined by the Board and is generally based upon the earnings estimated by the Adviser. Net realized long-term capital gains, if any, would generally be distributed at least annually, although the Company may decide to retain such capital gains.

The Company has adopted a dividend reinvestment plan that provides for reinvestment of any dividends declared in cash on behalf of stockholders, unless a stockholder elects to receive cash. As a result, if the Board authorizes, and it declares, a cash dividend, then the stockholders who have not “opted out” of the dividend reinvestment plan will have their cash dividends automatically reinvested in additional shares of the Company’s common stock, rather than receiving the cash dividend. The Company expects to use newly issued shares to satisfy the dividend reinvestment plan.

Accounting Standards Adopted in 2021

In August 2020, the Financial Accounting Standards Board issued Accounting Standards Update 2020-06 (“ASU 2020-06”) “Debt – Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity.” This guidance reduces the number of accounting models for convertible instruments and makes targeted improvements to the disclosures for convertible instruments and earnings per share guidance. ASU 2020-06 is effective for public business entities for annual and interim periods in fiscal years beginning after December 15, 2021 with early adoption permitted. The Company early adopted ASU 2020-06 under the modified retrospective basis during the period ended March 31, 2021. The impact of the Company’s adoption under the modified retrospective basis required a cumulative effect adjustment to opening net assets for the remaining unamortized discount on the 2022 Convertible Notes, and a requirement for the Company to calculate diluted earnings per share using the if-converted method which assumes full share settlement for the aggregate value of the 2022 Convertible Notes. The Company’s adoption of this guidance did not have a material impact on the Company’s financial position, results of operations, cash flows or notes to the consolidated financial statements.

New Accounting Pronouncements

In March 2020, the Financial Accounting Standards Board issued Accounting Standards Update 2020-04 (“ASU 2020-04”) “Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting,” and in January 2021, the Financial Accounting Standards Board issued Accounting Standards Update 2021-01 (“ASU 2021-01”) “Reference Rate Reform (Topic 848): Scope.” This guidance provides optional expedients and exceptions for applying generally accepted accounting principles to contract modifications and hedging relationships, subject to meeting certain criteria, that reference LIBOR or another reference rate expected to be discontinued. ASU 2020-04 and ASU 2021-01 are effective for all entities as of March 12, 2020 through December 31, 2022. The Company expects that the adoption of this guidance will not have a material impact on the Company’s financial position, result of operations or cash flows.

3. Agreements and Related Party Transactions

Administration Agreement

On March 15, 2011, the Company entered into the Administration Agreement with the Adviser. Under the terms of the Administration Agreement, the Adviser provides administrative services to the Company. These services include providing office space, equipment and office services, maintaining financial records, preparing reports to stockholders and reports filed with the SEC, and managing the payment of expenses and the oversight of the performance of administrative and professional services rendered by others. Certain of these services are reimbursable to the Adviser under the terms of the Administration Agreement. In addition, the Adviser is permitted to delegate its duties under the Administration Agreement to affiliates or third parties and the Company pays or reimburses the Adviser for certain expenses incurred by any such affiliates or third parties for work done on its behalf.

In February 2017, the Board of Directors of the Company and the Adviser entered into an amended and restated administration agreement (the “Administration Agreement”) reflecting certain clarifications to the agreement to provide greater detail regarding the scope of the reimbursable costs and expenses of the Administrator’s services.

In November 2021, the Board renewed the Administration Agreement. Unless earlier terminated as described below, the Administration Agreement will remain in effect until November 2022, and may be extended subject to required approvals. The Administration Agreement may be terminated by either party without penalty on 60 days’ written notice to the other party.

No person who is an officer, director or employee of the Adviser or its affiliates and who serves as a director of the Company receives any compensation from the Company for his or her services as a director. However, the Company reimburses the Adviser (or its affiliates) for the allocable portion of the costs of compensation, benefits, and related administrative expenses of our officers who provide operational and administrative services to us pursuant to the Administration Agreement, their respective staffs and other professionals who provide services to us (including, in each case, employees of the Adviser or an affiliate). Such reimbursable amounts include the allocable portion of the compensation paid by the Adviser or its affiliates to the Company’s Chief Financial Officer, Chief Compliance Officer, and other professionals who provide operational and administrative services to us pursuant to the Administration Agreement, including individuals who provide “back office” or “middle office” financial, operational, legal and/or compliance services to us. The Company reimburses the Adviser (or its affiliates) for the allocable portion of the compensation paid by the Adviser (or its affiliates) to such individuals based on the percentage of time those individuals devote, on an estimated basis, to the business and affairs of the Company and in acting on behalf of the Company. The Company may also reimburse the Adviser or its affiliates for the allocable portion of overhead expenses (including rent, office equipment and utilities) attributable thereto. Directors who are not affiliated with the Adviser receive compensation for their services and reimbursement of expenses incurred to attend meetings.

For the three and six months ended June 30, 2022, the Company incurred expenses of $0.8 million and $1.4 million, respectively, for administrative services payable to the Adviser under the terms of the Administration Agreement. For the three and six months ended June 30, 2021 the Company incurred expenses of $0.8 million and $2.5 million, respectively, for administrative services payable to the Adviser under the terms of the Administration Agreement, which is included in other general and administrative expenses in the consolidated statements of operations.

Investment Advisory Agreement

On April 15, 2011, the Company entered into the Investment Advisory Agreement with the Adviser. The Investment Advisory Agreement was subsequently amended on December 12, 2011. Under the terms of the Investment Advisory Agreement, the Adviser provides investment advisory services to the Company. The Adviser’s services under the Investment Advisory Agreement are not exclusive, and the Adviser is free to furnish similar or other services to others so long as its services to the Company are not impaired. Under the terms of the Investment Advisory Agreement, the Company will pay the Adviser the Management Fee and may also pay certain Incentive Fees.

The Management Fee is calculated at an annual rate of 1.5% based on the average value of the Company’s gross assets calculated using the values at the end of the two most recently completed calendar quarters, adjusted for any share issuances or repurchases during the period. The Management Fee is payable quarterly in arrears.

For the three and six months ended June 30, 2022, Management Fees (gross of waivers) were $9.5 million and $18.8 million, respectively. For the three and six months ended June 30, 2021, Management Fees (gross of waivers) were $9.4 million and $18.2 million, respectively.

The Adviser intends to waive a portion of the Management Fee payable under the Investment Advisory Agreement by reducing the Management Fee on assets financed using leverage over 200% asset coverage (in other words, over 1.0x debt to equity) (the “Leverage Waiver”). Pursuant to the Leverage Waiver, the Adviser intends to waive the portion of the Management Fee in excess of an annual rate of 1.0% on the average value of the Company’s gross assets as of the end of the two most recently completed calendar quarters that exceeds the product of (i) 200% and (ii) the average value of our net asset value at the end of the two most recently completed calendar quarters. Any waived Management Fees are not subject to recoupment by the Adviser. For the three and six months ended June 30, 2022, Management Fees of less than $0.1 million have been waived pursuant to the Leverage Waiver. For the three and six months ended June 30, 2021, Management Fees of $0.1 million have been waived pursuant to the Leverage Waiver.

The Incentive Fee consists of two parts, as follows:

(i)

The first component, payable at the end of each quarter in arrears, equals 100% of the pre-Incentive Fee net investment income in excess of a 1.5% quarterly “hurdle rate,” the calculation of which is further explained below, until the Adviser has received 17.5% of the total pre-Incentive Fee net investment income for that quarter and, for pre-Incentive Fee net investment income in excess of 1.82% quarterly, 17.5% of all remaining pre-Incentive Fee net investment income for that quarter. The 100% “catch-up” provision for pre-Incentive Fee net investment income in excess of the 1.5% “hurdle rate” is intended to provide the Adviser with an Incentive Fee of 17.5% on all pre-Incentive Fee net investment income when that amount equals 1.82% in a quarter (7.28% annualized), which is the rate at which catch-up is achieved. Once the “hurdle rate” is reached and catch-up is achieved, 17.5% of any pre-Incentive Fee net investment income in excess of 1.82% in any quarter is payable to the Adviser.

Pre-Incentive Fee net investment income means dividends, interest and fee income accrued by the Company during the calendar quarter, minus the Company’s operating expenses for the quarter (including the Management Fee, expenses payable under the

Administration Agreement to the Administrator, and any interest expense and dividends paid on any issued and outstanding preferred stock, but excluding the Incentive Fee). Pre-Incentive Fee net investment income includes, in the case of investments with a deferred interest feature (such as original issue discount, debt instruments with pay-in-kind interest and zero coupon securities), accrued income that the Company may not have received in cash. Pre-Incentive Fee net investment income does not include any realized capital gains, realized capital losses or unrealized capital gains or losses.

(ii)

The second component, payable at the end of each fiscal year in arrears, equaled 15% through March 31, 2014 and, beginning April 1, 2014, equals a weighted percentage of cumulative realized capital gains from the Company’s inception to the end of that fiscal year, less cumulative realized capital losses and unrealized capital losses. This component of the Incentive Fee is referred to as the Capital Gains Fee. Each year, the fee paid for this component of the Incentive Fee is net of the aggregate amount of any previously paid Capital Gains Fee for prior periods. For capital gains that accrue following March 31, 2014, the Incentive Fee rate is 17.5%. The Company accrues, but does not pay, a capital gains Incentive Fee with respect to unrealized capital gains because a capital gains Incentive Fee would be owed to the Adviser if the Company were to sell the relevant investment and realize a capital gain. The weighted percentage was intended to ensure that for each fiscal year following the completion of the IPO, the portion of the Company’s realized capital gains that accrued prior to March 31, 2014, was subject to an Incentive Fee rate of 15% and the portion of the Company’s realized capital gains that accrued beginning April 1, 2014 is subject to an Incentive Fee rate of 17.5%.

For purposes of determining whether pre-Incentive Fee net investment income exceeds the hurdle rate, pre-Incentive Fee net investment income is expressed as a rate of return on the value of the Company’s net assets at the end of the immediately preceding calendar quarter.

Section 205(b)(3) of the Investment Advisers Act of 1940, as amended, or the Advisers Act, prohibits the Adviser from receiving the payment of fees on unrealized gains until those gains are realized, if ever. There can be no assurance that such unrealized gains will be realized in the future.

For three and six months ended June 30, 2022, Incentive Fees were ($2.4) million and $6.9 million, respectively, of which $6.7 million and $14.6 million, respectively, were realized and payable to the Adviser. For the three and six months ended June 30, 2021, Incentive Fees were $12.6 million and $24.9 million, respectively, of which $7.0 million and $14.8 million, respectively, were realized and payable to the Adviser. For the three and six months ended June 30, 2022, ($9.1) million and ($7.7) million, respectively of Incentive Fees was accrued related to the reversal of Capital Gains Fees. For the three and six months ended June 30, 2021, $5.6 million and $10.1 million, respectively of Incentive Fees was accrued related to Capital Gains Fees. As of June 30, 2022, these accrued Incentive Fees are not contractually payable to the Adviser.

Since the Company’s IPO, with the exception of its waiver of Management Fees and certain Incentive Fees attributable to the Company’s ownership of certain investments and the Leverage Waiver, the Adviser has not waived its right to receive any Management Fees or Incentive Fees payable pursuant to the Investment Advisory Agreement.

In November 2021, the Board renewed the Investment Advisory Agreement. Unless earlier terminated as described below, the Investment Advisory Agreement will remain in effect until November 2022, and may be extended subject to required approvals. The Investment Advisory Agreement will automatically terminate in the event of an assignment and may be terminated by either party without penalty upon 60 days’ written notice to the other party.

From time to time, the Adviser may pay amounts owed by the Company to third-party providers of goods or services, including the Board, and the Company will subsequently reimburse the Adviser for such amounts paid on its behalf. Amounts payable to the Adviser are settled in the normal course of business without formal payment terms.

4. Investments at Fair Value

Under the 1940 Act, the Company is required to separately identify non-controlled investments where it owns 5% or more of a portfolio company’s outstanding voting securities as investments in “affiliated” companies. In addition, under the 1940 Act, the Company is required to separately identify investments where it owns more than 25% of a portfolio company’s outstanding voting securities and/or had the power to exercise control over the management or policies of such portfolio company as investments in “controlled” companies. Detailed information with respect to the Company’s non-controlled, non-affiliated; non-controlled, affiliated; and controlled, affiliated investments is contained in the accompanying consolidated financial statements, including the consolidated schedules of investments. The information in the tables below is presented on an aggregate portfolio basis, without regard to whether they are non-controlled, non-affiliated; non-controlled, affiliated; or controlled, affiliated investments.

Investments at fair value consisted of the following at June 30, 2022 and December 31, 2021:


	June 30, 2022
	Amortized Cost (1)		Fair Value		Net Unrealized Gain (Loss)
First-lien debt investments	$	2,298,704	$	2,295,373	$	(3,331	)
Second-lien debt investments		42,708		41,523		(1,185	)
Mezzanine debt investments		7,362		10,397		3,035
Equity and other investments		162,559		189,097		26,538
Total Investments	$	2,511,333	$	2,536,390	$	25,057


	December 31, 2021
	Amortized Cost (1)		Fair Value		Net Unrealized Gain (Loss)
First-lien debt investments	$	2,265,555	$	2,298,856	$	33,301
Second-lien debt investments		42,629		42,729		100
Mezzanine debt investments		9,368		18,549		9,181
Equity and other investments		114,460		161,459		46,999
Total Investments	$	2,432,012	$	2,521,593	$	89,581

(1)

The amortized cost represents the original cost adjusted for the amortization of discounts or premiums, as applicable, on debt investments using the effective interest method.

The industry composition of investments at fair value at June 30, 2022 and December 31, 2021 is as follows:


	June 30, 2022			December 31, 2021
Business Services		14.7	%		16.8	%
Communications		3.1	%		3.5	%
Education		9.8	%		12.2	%
Financial Services		11.5	%		11.4	%
Healthcare		10.6	%		8.4	%
Hotel, Gaming and Leisure		5.0	%		2.4	%
Human Resource Support Services		10.9	%		11.9	%
Internet Services		10.5	%		8.7	%
Marketing Services		1.7	%		1.8	%
Office Products		0.7	%		0.2	%
Oil, Gas and Consumable Fuels		3.2	%		3.7	%
Other		2.8	%		1.6	%
Pharmaceuticals		4.0	%		3.8	%
Retail and Consumer Products		10.2	%		12.3	%
Transportation		1.3	%		1.3	%
Total		100.0	%		100.0	%

The geographic composition of investments at fair value at June 30, 2022 and December 31, 2021 is as follows:


	June 30, 2022			December 31, 2021
United States
Midwest		11.9	%		12.5	%
Northeast		28.8	%		24.2	%
South		22.2	%		23.4	%
West		29.0	%		31.8	%
Australia		2.2	%		2.4	%
Canada		5.3	%		5.7	%
United Kingdom		0.6	%		—
Total		100.0	%		100.0	%

5. Derivatives

Interest Rate Swaps

The Company enters into interest rate swap transactions from time to time to hedge fixed rate debt obligations and certain fixed rate debt investments. The Company’s interest rate swaps are all with one counterparty and are centrally cleared through a registered commodities exchange. Refer to the consolidated schedule of investments for additional disclosure regarding these interest rate swaps.

The following tables present the amounts paid and received on the Company’s interest rate swap transactions, excluding upfront fees, for the three and six months ended June 30, 2022 and 2021:


				For the Three Months Ended June 30, 2022								For the Six Months Ended June 30, 2022
	Maturity Date	Notional Amount		Paid			Received		Net			Paid			Received		Net
Interest rate swap	8/1/2022	$	115,000	$	(986	)	$	1,294	$	308		$	(1,731	)	$	2,587	$	856
Interest rate swap	8/1/2022		50,000		(329	)		563		234			(556	)		1,125		569
Interest rate swap	8/1/2022		7,500		(50	)		84		34			(84	)		169		85
Interest rate swap	8/1/2022		27,531		(306	)		214		(92	)		(613	)		373		(240	)
Interest rate swap	8/1/2022		2,160		(24	)		17		(7	)		(48	)		29		(19	)
Interest rate swap	8/1/2022		42,819		(481	)		339		(142	)		(963	)		588		(375	)
Interest rate swap	1/22/2023		150,000		(1,141	)		1,687		546			(1,971	)		3,375		1,404
Interest rate swap	11/1/2024		300,000		(2,521	)		2,906		385			(4,334	)		5,813		1,479
Interest rate swap	11/1/2024		50,000		(447	)		484		37			(767	)		969		202
Interest rate swap	11/1/2024		2,500		(25	)		21		(4	)		(48	)		36		(12	)
Interest rate swap	8/1/2026		300,000		(2,253	)		1,917		(336	)		(3,779	)		3,708		(71	)
Total		$	1,047,510	$	(8,563	)	$	9,526	$	963		$	(14,894	)	$	18,772	$	3,878


				For the Three Months Ended June 30, 2021								For the Six Months Ended June 30, 2021
	Maturity Date	Notional Amount		Paid			Received		Net			Paid			Received		Net
Interest rate swap (1)	7/30/2021	$	11,700	$	(44	)	$	6	$	(38	)	$	(85	)	$	13	$	(72	)
Interest rate swap	8/1/2022		115,000		(754	)		1,294		540			(1,508	)		2,588		1,080
Interest rate swap	8/1/2022		50,000		(228	)		562		334			(459	)		1,125		666
Interest rate swap	8/1/2022		7,500		(34	)		84		50			(69	)		169		100
Interest rate swap	8/1/2022		27,531		(306	)		160		(146	)		(616	)		323		(293	)
Interest rate swap	8/1/2022		2,160		(24	)		13		(11	)		(48	)		25		(23	)
Interest rate swap	1/22/2023		150,000		(839	)		1,688		849			(1,680	)		3,375		1,695
Interest rate swap (1)	6/9/2023		5,000		(4	)		3		(1	)		(8	)		5		(3	)
Interest rate swap	11/1/2024		300,000		(1,881	)		2,906		1,025			(3,696	)		5,812		2,116
Interest rate swap	11/1/2024		50,000		(340	)		484		144			(664	)		969		305
Interest rate swap	11/1/2024		2,500		(24	)		16		(8	)		(47	)		31		(16	)
Interest rate swap	8/1/2026		300,000		(1,618	)		1,875		257			(2,472	)		2,958		486
Total		$	1,021,391	$	(6,096	)	$	9,091	$	2,995		$	(11,352	)	$	17,393	$	6,041

(1)

The notional amount of certain interest rate swaps may be more or less than the Company’s investment in individual portfolio companies as a result of arrangements with other lenders in the syndicate, amortization, or interest income paid-in-kind.

For the three and six months ended June 30, 2022, the Company recognized $1.7 million and $4.6 million, respectively, in net change in unrealized losses, on interest rate swaps not designated as hedging instruments in the consolidated statement of operations related to the swap transactions. For the three and six months ended June 30, 2022, the Company recognized $8.1 million and $35.3 million in net change in unrealized losses, respectively, on interest rate swaps designated as hedging instruments as a component of interest expense in the consolidated statement of operations. For the three and six months ended June 30, 2022, this amount is offset by a decrease of $3.7 million and $16.9 million, respectively, for a change in the carrying value of the 2024 Notes and a decrease of $4.4 million and $18.4 million, respectively, for a change in carrying value of the 2026 Notes.

For the three and six months ended June 30, 2021, the Company recognized $1.5 million and $3.3 million, respectively in net change in unrealized losses, on interest rate swaps not designated as hedging instruments in the consolidated statement of operations related to the swap transactions. For the three and six months ended June 30, 2021, the Company recognized $2.3 million in net change in unrealized gains and $12.3 million in net change in unrealized losses, respectively, on interest rate swaps designated as hedging instruments as a component of interest expense in the consolidated statement of operations. For the three and six months ended June 30, 2021, this amount is offset by a decrease of $0.5 million and $6.1 million, respectively, for a change in the carrying value of the 2024 Notes and an increase of $2.8 million and a decrease of $6.2 million, respectively, for a change in carrying value of the 2026 Notes.

As of June 30, 2022, the swap transactions had a fair value of ($41.5) million which is netted against cash collateral on the Company’s consolidated balance sheet. As of December 31, 2021, the swap transactions had a fair value of ($1.6) million which is netted against cash collateral on the Company’s consolidated balance sheet.

The Company is required under the terms of its derivatives agreements to pledge assets as collateral to secure its obligations underlying the derivatives. The amount of collateral required varies over time based on the mark-to-market value, notional amount and remaining term of the derivatives, and may exceed the amount owed by the Company on a mark-to-market basis. Any failure by the Company to fulfill any collateral requirement (e.g., a so-called “margin call”) may result in a default. In the event of a default by a counterparty, the Company would be an unsecured creditor to the extent of any such overcollateralization.

As of June 30, 2022, $21.4 million of cash is pledged as collateral under the Company’s derivative agreements and is included in restricted cash as a component of cash and cash equivalents on the Company’s consolidated balance sheet. As of December 31, 2021, $14.4 million of cash is pledged as collateral under the Company’s derivative agreements and is included in restricted cash as a component of cash and cash equivalents on the Company’s consolidated balance sheet.

The Company may enter into other derivative instruments and incur other exposures with the same or other counterparties in the future.

6. Fair Value of Financial Instruments

Investments

The following tables present fair value measurements of investments as of June 30, 2022 and December 31, 2021:


	Fair Value Hierarchy at June 30, 2022
	Level 1		Level 2			Level 3		Total
First-lien debt investments	$	—	$	316		$	2,295,057	$	2,295,373
Second-lien debt investments		—		—			41,523		41,523
Mezzanine debt investments		—		—			10,397		10,397
Equity and other investments		8,298		43,218			137,581		189,097
Total investments at fair value	$	8,298	$	43,534		$	2,484,558	$	2,536,390
Interest rate swaps		—		(41,459	)		—		(41,459	)
Total	$	8,298	$	2,075		$	2,484,558	$	2,494,931


	Fair Value Hierarchy at December 31, 2021
	Level 1		Level 2			Level 3		Total
First-lien debt investments	$	—	$	—		$	2,298,856	$	2,298,856
Second-lien debt investments		—		42,729			—		42,729
Mezzanine debt investments		—		—			18,549		18,549
Equity and other investments		12,154		32,072			117,233		161,459
Total investments at fair value	$	12,154	$	74,801		$	2,434,638	$	2,521,593
Interest rate swaps		—		(1,601	)		—		(1,601	)
Total	$	12,154	$	73,200		$	2,434,638	$	2,519,992

Transfers between levels, if any, are recognized at the beginning of the quarter in which the transfers occur.

The following tables present the changes in the fair value of investments for which Level 3 inputs were used to determine the fair value as of and for the three and six months ended June 30, 2022:


	As of and for the Three Months Ended
	June 30, 2022
	First-lien debt investments			Second-lien debt investments			Mezzanine debt investments			Equity and other investments			Total
Balance, beginning of period	$	2,239,027		$	42,511		$	14,139		$	123,019		$	2,418,696
Purchases or originations		298,675			54			—			28,501			327,230
Repayments / redemptions		(215,774	)		(10	)		—			—			(215,784	)
Sale Proceeds		—			—			—			(758	)		(758	)
Paid-in-kind interest		3,605			—			61			—			3,666
Net change in unrealized gains (losses)		(35,068	)		(1,048	)		(3,804	)		(13,536	)		(53,456	)
Net realized gains		2			—			—			355			357
Net amortization of discount on securities		4,590			16			1			—			4,607
Transfers within Level 3		—			—			—			—			—
Transfers into (out of) Level 3		—			—			—			—			—
Balance, End of Period	$	2,295,057		$	41,523		$	10,397		$	137,581		$	2,484,558


	As of and for the Six Months Ended
	June 30, 2022
	First-lien debt investments			Second-lien debt investments			Mezzanine debt investments			Equity and other investments			Total
Balance, beginning of period	$	2,298,856		$	-		$	18,549		$	117,233		$	2,434,638
Purchases or originations		378,622			54			—			32,776			411,452
Repayments / redemptions		(361,869	)		(10	)		—			—			(361,879	)
Sale Proceeds		—			—			—			(18,315	)		(18,315	)
Paid-in-kind interest		6,637			—			125			—			6,762
Net change in unrealized gains (losses)		(36,614	)		(1,285	)		(6,145	)		(10,269	)		(54,313	)
Net realized gains		113			—			—			14,022			14,135
Net amortization of discount on securities		9,312			35			2			—			9,349
Transfers within Level 3		—			—			(2,134	)		2,134			—
Transfers into (out of) Level 3		—			42,729			—			—			42,729
Balance, End of Period	$	2,295,057		$	41,523		$	10,397		$	137,581		$	2,484,558

Astra Acquisition Corp. was transferred into Level 3 from Level 2 for fair value measurement purposes during the six months ended June 30, 2022, as a result of changes in the observability of inputs into the security valuation for this portfolio company.

The following tables present the changes in the fair value of investments for which Level 3 inputs were used to determine the fair value as of and for the three and six months ended June 30, 2021.


	As of and for the Three Months Ended
	June 30, 2021
	First-lien debt investments			Second-lien debt investments		Mezzanine debt investments			Equity and other investments			Total
Balance, beginning of period	$	2,253,180		$	5,506	$	14,171		$	68,040		$	2,340,897
Purchases or originations		246,741			—		3,960			18,072			268,773
Repayments / redemptions		(110,026	)		—		—			(299	)		(110,325	)
Paid-in-kind interest		1,662			167		229			—			2,058
Net change in unrealized gains		3,310			596		4,347			17,145			25,398
Net realized gains (losses)		(3	)		—		—			299			296
Net amortization of discount on securities		3,403			16		47			—			3,466
Transfers within Level 3		—			—		(1,816	)		1,816			—
Transfers into (out of) Level 3		—			—		(4,180	)		—			(4,180	)
Balance, End of Period	$	2,398,267		$	6,285	$	16,758		$	105,073		$	2,526,383



	As of and for the Six Months Ended
	June 30, 2021
	First-lien debt investments			Second-lien debt investments		Mezzanine debt investments			Equity and other investments			Total
Balance, beginning of period	$	2,158,551		$	5,037	$	10,982		$	75,150		$	2,249,720
Purchases or originations		399,448			—		4,505			18,725			422,678
Repayments / redemptions		(184,067	)		—		—			(12,126	)		(196,193	)
Paid-in-kind interest		3,528			328		327			—			4,183
Net change in unrealized gains		14,137			889		6,891			17,133			39,050
Net realized gains		27			—		—			10,988			11,015
Net amortization of discount on securities		6,643			31		49			—			6,723
Transfers within Level 3		—			—		(1,816	)		1,816			—
Transfers into (out of) Level 3		—			—		(4,180	)		(6,613	)		(10,793	)
Balance, End of Period	$	2,398,267		$	6,285	$	16,758		$	105,073		$	2,526,383

The following tables present information with respect to the net change in unrealized gains or losses on investments for which Level 3 inputs were used in determining fair value that are still held by the Company at June 30, 2022 and 2021:


	Net Change in Unrealized			Net Change in Unrealized
	Gains or (Losses)			Gains or (Losses)
	for the Three Months Ended			for the Three Months Ended
	June 30, 2022 on			June 30, 2021 on
	Investments Held at			Investments Held at
	June 30, 2022			June 30, 2021
First-lien debt investments	$	(32,820	)	$	5,881
Second-lien debt investments		(1,049	)		595
Mezzanine debt investments		(3,804	)		5,942
Equity and other investments		(13,134	)		17,145
Total	$	(50,807	)	$	29,563


	Net Change in Unrealized			Net Change in Unrealized
	Gains or (Losses)			Gains or (Losses)
	for the Six Months Ended			for the Six Months Ended
	June 30, 2022 on			June 30, 2021 on
	Investments Held at			Investments Held at
	June 30, 2022			June 30, 2021
First-lien debt investments	$	(30,834	)	$	17,445
Second-lien debt investments		(1,285	)		888
Mezzanine debt investments		(6,145	)		7,406
Equity and other investments		4,344			24,967
Total	$	(33,920	)	$	50,706

The following tables present the fair value of Level 3 Investments at fair value and the significant unobservable inputs used in the valuations as of June 30, 2022 and December 31, 2021. The tables are not intended to be all-inclusive, but instead capture the significant unobservable inputs relevant to the Company’s determination of fair values.

June 30, 2022

Valuation

Unobservable

Range (Weighted

Impact to Valuation
from an

Fair Value

Technique

Input

Average)

Increase to Input

First-lien debt investments

2,295,057

Income approach (1)

Discount rate

7.4% — 15.4% (12.1%)

Decrease

Second-lien debt investments

41,523

Income approach

Discount rate

14.8% — 14.8% (14.8%)

Decrease

Mezzanine debt investments

10,397

Income approach (2)

Discount rate

7.7% — 13.1% (10.9%)

Decrease

Equity and other investments

137,581

Market Multiple (3)

Comparable multiple

3.8x — 16.8x (8.2x)

Increase

Total

2,484,558

(1)

Includes $19.5 million of debt investments which were valued using an asset valuation waterfall.

(2)

Includes $0.1 million of debt investments which were valued using an asset valuation waterfall.

(3)

Includes $35.5 million of equity investments which were valued using an asset valuation waterfall, $5.3 million of equity investments using a Black-Scholes model, and $28.5 million of equity investments which, due to the proximity of the transactions relative to the measurement date, were valued using the cost of the investments.

December 31, 2021

Valuation

Unobservable

Range (Weighted

Impact to Valuation
from an

Fair Value

Technique

Input

Average)

Increase to Input

First-lien debt investments

2,298,856

Income approach (1)

Discount rate

6.6% — 12.2% (9.6%)

Decrease

Mezzanine debt investments

18,549

Income approach (2)

Discount rate

6.2% — 9.3% (8.5%)

Decrease

Equity and other investments

117,233

Market Multiple (3)

Comparable multiple

4.5x — 9.5x (6.0x)

Increase

Total

2,434,638

(1)

Includes $19.0 million of first-lien debt investments which were valued using an asset valuation waterfall.

(2)

Includes $2.1 million of debt investments which, due to the proximity of the transactions relative to the measurement date, were valued using the cost of the investments and $0.1 million of debt investments which were valued using an asset valuation waterfall.

(3)

Includes $22.0 million of equity investments which were valued using an asset valuation waterfall, $7.7 million of equity investments using a Black-Scholes model, and $26.2 million of equity investments which, due to the proximity of the transactions relative to the measurement date, were valued using the cost of the investments.

The Company typically determines the fair value of its performing Level 3 debt investments utilizing a yield analysis. In a yield analysis, a price is ascribed for each investment based upon an assessment of current and expected market yields for similar investments and risk profiles. Additional consideration is given to the expected life, portfolio company performance since close, and other terms and risks associated with an investment. Among other factors, a determinant of risk is the amount of leverage used by the portfolio company relative to the total enterprise value of the company, and the rights and remedies of our investment within each portfolio company’s capital structure.

Significant unobservable quantitative inputs typically considered in the fair value measurement of the Company’s Level 3 debt investments primarily include current market yields, including relevant market indices, but may also include quotes from brokers, dealers, and pricing services as indicated by comparable investments. If debt investments are credit impaired, an enterprise value analysis may be used to value such debt investments; however, in addition to the methods outlined above, other methods such as a liquidation or wind-down analysis may be utilized to estimate enterprise value. For the Company’s Level 3 equity investments, multiples of similar companies’ revenues, earnings before income taxes, depreciation and amortization (“EBITDA”) or some combination thereof and comparable market transactions are typically used.

Financial Instruments Not Carried at Fair Value

Debt

The fair value of the Company’s Revolving Credit Facility, which is categorized as Level 3 within the fair value hierarchy, as of June 30, 2022 and December 31, 2021, approximates its carrying value as the outstanding balance is callable at carrying value.

The following table presents the fair value of the Company’s 2022 Convertible Notes, 2023 Notes, 2024 Notes and 2026 Notes, as of June 30, 2022 and December 31, 2021.


	June 30, 2022				December 31, 2021
	Outstanding Principal		Fair Value (1)		Outstanding Principal		Fair Value (1)
2022 Convertible Notes	$	99,990	$	104,674	$	99,990	$	121,710
2023 Notes		150,000		150,578		150,000		153,953
2024 Notes		347,500		334,834		347,500		362,703
2026 Notes		300,000		262,980		300,000		296,520
Total	$	897,490	$	853,066	$	897,490	$	934,886

(1)

The fair value is based on broker quotes received by the Company and is categorized as Level 2 within the fair value hierarchy.

Other Financial Assets and Liabilities

The carrying amounts of the Company’s assets and liabilities, other than investments at fair value and the 2022 Convertible Notes, 2023 Notes, 2024 Notes and 2026 Notes, approximate fair value due to their short maturities or their close proximity of the originations to the measurement date. Under the fair value hierarchy, cash and cash equivalents are classified as Level 1 while the Company’s other assets and liabilities, other than investments at fair value and Revolving Credit Facility, are classified as Level 2.

7. Debt

In accordance with the 1940 Act, with certain limitations, the Company is allowed to borrow amounts such that its asset coverage, as defined in the 1940 Act, is at least 150% after such borrowing. As of June 30, 2022 and December 31, 2021, the Company’s asset coverage was 194.3% and 205.4%, respectively.

Debt obligations consisted of the following as of June 30, 2022 and December 31, 2021:


	June 30, 2022
	Aggregate Principal Amount Committed		Outstanding Principal		Amount Available (1)		Carrying Value (2)(3)
Revolving Credit Facility	$	1,585,000	$	421,747	$	1,163,253	$	407,035
2022 Convertible Notes		99,990		99,990		—		99,942
2023 Notes		150,000		150,000		—		149,631
2024 Notes		347,500		347,500		—		331,693
2026 Notes		300,000		300,000		—		266,668
Total Debt	$	2,482,490	$	1,319,237	$	1,163,253	$	1,254,969

(1)

The amount available may be subject to limitations related to the borrowing base under the Revolving Credit Facility and asset coverage requirements.

(2)

The carrying values of the Revolving Credit Facility, 2022 Convertible Notes, 2023 Notes, 2024 Notes and 2026 Notes are presented net of the combination of deferred financing costs and original issue discounts totaling $14.7 million, $0.1 million, $0.4 million, $3.3 million and $4.7 million, respectively.

(3)

The carrying values of the 2024 Notes and 2026 Notes are presented inclusive of an incremental ($12.5) million and ($28.6) million, respectively, which represents an adjustment in the carrying values of the 2024 Notes and 2026 Notes, each resulting from a hedge accounting relationship.


	December 31, 2021
	Aggregate Principal Amount Committed		Outstanding Principal		Amount Available (1)		Carrying Value (2)(3)
Revolving Credit Facility	$	1,510,000	$	316,442	$	1,193,558	$	304,607
2022 Convertible Notes		99,990		99,990		—		99,673
2023 Notes		150,000		150,000		—		149,306
2024 Notes		347,500		347,500		—		347,896
2026 Notes		300,000		300,000		—		284,482
Total Debt	$	2,407,490	$	1,213,932	$	1,193,558	$	1,185,964

(1)

The amount available may be subject to limitations related to the borrowing base under the Revolving Credit Facility and asset coverage requirements.

(2)

The carrying values of the Revolving Credit Facility, 2022 Convertible Notes, 2023 Notes, 2024 Notes and 2026 Notes are presented net of the combination of deferred financing costs and original issue discounts totaling $11.8 million, $0.3 million, $0.7 million, $4.0 million and $5.3 million, respectively.

(3)

The carrying values of the 2024 Notes and 2026 Notes are presented inclusive of an incremental $4.4 million and ($10.2) million, respectively, which represents an adjustment in the carrying values of the 2024 Notes and 2026 Notes, each resulting from a hedge accounting relationship.

For the three and six months ended June 30, 2022 and 2021, the components of interest expense were as follows:


	Three Months Ended						Six Months Ended
	June 30, 2022			June 30, 2021			June 30, 2022			June 30, 2021
Interest expense	$	10,045		$	10,421		$	19,807		$	19,892
Commitment fees		1,251			1,107			2,376			2,175
Amortization of deferred financing costs		1,439			1,512			2,882			2,860
Accretion of original issue discount		191			184			378			333
Swap settlement		(963	)		(3,034	)		(3,878	)		(6,117	)
Total Interest Expense	$	11,963		$	10,190		$	21,565		$	19,143
Average debt outstanding (in millions)	$	1,156.5		$	1,282.2		$	1,183.6		$	1,202.9
Weighted average interest rate		3.1	%		2.3	%		2.7	%		2.3	%

Revolving Credit Facility

On August 23, 2012, the Company entered into a senior secured revolving credit agreement with Truist Bank (as a successor by merger to SunTrust Bank), as administrative agent, and J.P. Morgan Chase Bank, N.A., as syndication agent, and certain other lenders (as amended and restated, the “Revolving Credit Facility”).

As of March 31, 2022, aggregate commitments under the facility were $1.510 billion. Pursuant to an amendment to the Revolving Credit Facility dated as of April 25, 2022 (the “Twelfth Amendment”), the aggregate commitments under the facility were increased to $1.585 billion. The facility includes an uncommitted accordion feature that allows the Company, under certain circumstances, to increase the size of the facility to up to $2.0 billion.

Pursuant to the Twelfth Amendment, with respect to $1.510 billion in commitments, the revolving period, during which period the Company, subject to certain conditions, may make borrowings under the facility, was extended to April 24, 2026 and the stated maturity date was extended to April 23, 2027. For the remaining $75.0 million of commitments, (A) with respect to $25.0 million of commitments, the revolving period ends January 31, 2024 and the stated maturity is January 31, 2025 and (B) with respect to $50.0 million of commitments, the revolving period ends February 4, 2025 and the stated maturity is February 4, 2026.

Pursuant to an amendment to the Revolving Credit Facility dated as of May 19, 2022 (the “Thirteenth Amendment”), certain non-substantive administrative and operational elements were updated.

The Company may borrow amounts in U.S. dollars or certain other permitted currencies. As of June 30, 2022, the Company had outstanding debt denominated in Australian dollars (AUD) of 59.0 million, British pounds (GBP) of 4.7 million, Canadian dollars (CAD) of 111.5 million, and Euro (EUR) of 9.6 million on its Revolving Credit Facility, included in the Outstanding Principal amount in the table above.

The Revolving Credit Facility also provides for the issuance of letters of credit up to an aggregate amount of $75.0 million. As of June 30, 2022, the Company had less than $0.1 million letters of credit issued through the Revolving Credit Facility, and as of December 31, 2021, the Company had no outstanding letters of credit issued through the Revolving Credit Facility. The amount available for borrowing under the Revolving Credit Facility is reduced by any letters of credit issued through the Revolving Credit Facility.

Amounts drawn under the Revolving Credit Facility, including amounts drawn in respect of letters of credit, bear interest at either the applicable reference rate plus an applicable credit spread adjustment, plus a margin of either 1.75% or 1.875%, or the base rate plus a margin of either 0.75% or 0.875%, in each case, based on the total amount of the borrowing base relative to the sum of the total commitments (or, if greater, the total exposure) under the Revolving Credit Facility plus certain other designated secured debt. The Company may elect either the applicable reference rate or base rate at the time of drawdown, and loans may be converted from one rate to another at any time, subject to certain conditions. The Company also pays a fee of 0.375% on undrawn amounts and, in respect of each undrawn letter of credit, a fee and interest rate equal to the then applicable margin while the letter of credit is outstanding.

The Revolving Credit Facility is guaranteed by Sixth Street SL SPV, LLC, TC Lending, LLC and Sixth Street SL Holding, LLC. The Revolving Credit Facility is secured by a perfected first-priority security interest in substantially all the portfolio investments held by the Company and each guarantor. Proceeds from borrowings may be used for general corporate purposes, including the funding of portfolio investments.

The Revolving Credit Facility includes customary events of default, as well as customary covenants, including restrictions on certain distributions and financial covenants. In accordance with the terms of the Twelfth Amendment, the financial covenants require:

•

an asset coverage ratio of no less than 1.5 to 1 on the last day of any fiscal quarter;

•

stockholders’ equity of at least $500 million plus 25% of the net proceeds of the sale of equity interests after January 31, 2020; and

•

a minimum asset coverage ratio of no less than 2 to 1 with respect to (i) the consolidated assets of the Company and the subsidiary guarantors (including certain limitations on the contribution of equity in financing subsidiaries) to (ii) the secured debt of the Company and its subsidiary guarantors plus unsecured senior securities of the Company and its subsidiary guarantors that mature within 90 days of the date of determination (the “Obligor Asset Coverage Ratio”).

The Revolving Credit Facility also contains certain additional concentration limits in connection with the calculation of the borrowing base, based on the Obligor Asset Coverage Ratio.

Net proceeds received from the Company’s common stock issuance in February 2021 and net proceeds received from the issuance of the 2026 Notes were used to pay down borrowings on the Revolving Credit Facility.

As of June 30, 2022 and December 31, 2021, the Company was in compliance with the terms of the Revolving Credit Facility.

2022 Convertible Notes

In February 2017, the Company issued in a private offering $115.0 million aggregate principal amount convertible notes due August 2022 (the “2022 Convertible Notes”). The 2022 Convertible Notes were issued in a private placement only to qualified institutional buyers pursuant to Rule 144A under the Securities Act. The 2022 Convertible Notes are unsecured, and bear interest at a rate of 4.50% per year, payable semiannually. In June 2018, the Company issued in a registered public offering an additional $57.5 million aggregate principal amount of 2022 Convertible Notes. The additional 2022 Convertible Notes were issued with identical terms, and are fungible with and are part of a single series with the previously outstanding $115.0 million aggregate principal amount of the Company’s existing 2022 Convertible Notes issued in February 2017. The 2022 Convertible Notes will mature on August 1, 2022. The 2022 Convertible Notes will be convertible into a combination of cash and shares of the Company’s common stock, at the Company’s election. As of June 30, 2022, the estimated adjusted conversion price was approximately $17.92 per share of common stock. In connection with the offering of 2022 Convertible Notes in February 2017 and the reopening in June 2018, the Company entered into interest rate swaps to align the interest rates of its liabilities with its investment portfolio, which consists of predominately floating rate loans. The notional amount of the interest rate swaps matches the amount of principal outstanding, and matures on August 1, 2022, matching the maturity date of the 2022 Convertible Notes.

During the year ended December 31, 2020, the Company repurchased on the open market and extinguished $29.7 million in aggregate principal amount of the 2022 Convertible Notes for $29.5 million. These repurchases resulted in a gain on extinguishment of debt of less than $0.7 million. This gain is included in the extinguishment of debt in the accompanying consolidated statements of operations. In connection with the repurchases of the 2022 Convertible Notes, the Company entered into floating-to-fixed interest rate swaps with an aggregate notional amount equal to the amount of 2022 Convertible Notes repurchased, which had the effect of reducing the notional exposure of the fixed-to-floating interest rate swaps, which were entered into in connection with the issuance of the 2022 Convertible Notes, to match the remaining principal amount of the 2022 Convertible Notes outstanding. As a result of the swaps, the Company’s effective interest rate on the outstanding 2022 Convertible Notes is three-month LIBOR plus 2.11% (on a weighted-average basis).

Holders were entitled to convert their 2022 Convertible Notes at their option at any time prior to February 1, 2022 only under certain circumstances. On or after February 1, 2022 until the close of business on the scheduled trading day immediately preceding the maturity date, holders may convert their notes at any time.

On September 30, 2021, the Company notified the trustee and holders of the 2022 Convertible Notes that the terms of one of the conversion features had been met and the notes were eligible for conversion at the option of the holders. The notes remained convertible until October 12, 2021. During this period $42.8 million aggregate principal amount of notes were surrendered for conversion and the Company elected combination settlement. During the three months ended December 31, 2021, $42.8 million of principal of the 2022 Convertible Notes were converted and were settled with a combination of cash and 2,324,820 shares of the Company’s common stock. In connection with the settlement of the 2022 Convertible Notes, the Company entered into a floating-to-fixed interest rate swap with an aggregate notional amount equal to the amount of 2022 Convertible Notes settled, which had the effect of reducing the notional exposure of the fixed-to-floating interest rate swaps, which were entered into in connection with the issuance

of the 2022 Convertible Notes, to match the remaining principal amount of the 2022 Convertible Notes outstanding. As a result of the swaps, the Company’s effective interest rate on the outstanding 2022 Convertible Notes is three-month LIBOR plus 2.11% (on a weighted-average basis).

On January 26, 2022, the Company notified the trustee and holders of the 2022 Convertible Notes that the terms of settlement for the notes at the Company’s election are a combination settlement of cash and stock to occur after the 40 day observation period described in the notes indenture. The Company has elected to settle any 2022 Convertible Notes that are converted between February 1, 2022 and August 1, 2022 with a specified cash amount (as defined in the indenture governing the 2022 Convertible Notes) of $20.00 per $1,000 principal amount of the 2022 Convertible Notes and any additional amounts in stock based on the applicable conversion rate as described in the indenture.

The 2022 Convertible Notes are the Company’s unsecured obligations and rank senior in right of payment to the Company’s future indebtedness that is expressly subordinated in right of payment to the 2022 Convertible Notes; equal in right of payment to the Company’s existing and future indebtedness that is not so subordinated; effectively junior in right of payment to any of the Company’s secured indebtedness (including unsecured indebtedness that the Company later secures) to the extent of the value of the assets securing such indebtedness; and structurally junior to all existing and future indebtedness (including trade payables) incurred by the Company’s subsidiaries, financing vehicles or similar facilities.

For the three and six months ended June 30, 2022 and 2021, the components of interest expense related to the 2022 Convertible Notes were as follows:


	Three Months Ended				Six Months Ended
	June 30, 2022		June 30, 2021		June 30, 2022		June 30, 2021
Interest expense	$	1,125	$	1,607	$	2,250	$	3,231
Amortization of deferred financing costs		135		193		269		384
Total Interest Expense	$	1,260	$	1,800	$	2,519	$	3,615

Total interest expense in the table above does not include the effect of the interest rate swaps. During the three and six months ended June 30, 2022, the Company received $2.5 million and $4.9 million, respectively, and paid $2.2 million and $4.0 million, respectively, related to the settlements of its interest rate swaps, excluding upfront fees related to the 2022 Convertible Notes. During the three and six months ended June 30, 2021, the Company received $2.1 million and $4.2 million, respectively, and paid $1.3 million and $2.7 million, respectively, related to the settlements of its interest rate swaps related to the 2022 Convertible Notes. These net amounts are reflected in interest expense in the Company’s consolidated statements of operations. See Note 5 for further information about the Company’s interest rate swaps.

As of June 30, 2022 and December 31, 2021, the components of the carrying value of the 2022 Convertible Notes and the stated interest rate were as follows:


	June 30, 2022			December 31, 2021
Principal amount of debt	$	99,990		$	99,990
Deferred financing costs		(48	)		(317	)
Carrying value of debt	$	99,942		$	99,673
Stated interest rate		4.50	%		4.50	%

The stated interest rate in the table above does not include the effect of the interest rate swaps. The Company’s swap-adjusted interest rate was three month LIBOR plus 2.11% (on a weighted average basis) for the 2022 Convertible Notes. See Note 5 for further information about the Company’s interest rate swaps.

The indenture governing the 2022 Convertible Notes contains certain covenants, including covenants requiring the Company to comply with the applicable asset coverage ratio requirement under the 1940 Act and to provide financial information to the holders of the 2022 Convertible Notes under certain circumstances. These covenants are subject to important limitations and exceptions that are described in the indenture governing the 2022 Convertible Notes. As of June 30, 2022 and December 31, 2021, the Company was in compliance with the terms of the indenture governing the 2022 Convertible Notes.

The 2022 Convertible Notes are accounted for in accordance with ASC Topic 470-20. During the period ended March 31, 2021, the Company early adopted ASU 2020-06 and in accordance with this guidance reclassified the remaining unamortized discount on the 2022 Convertible Notes from the carrying value of the instrument to “additional paid-in capital” in the accompanying consolidated

balance sheet. As a requirement under ASU 2020-06 the Company calculates diluted earnings per shares using the if-converted method which assumes full share settlement for the aggregate value of the 2022 Convertible Notes.

The average daily closing price of the Company’s common stock for the three and six months ended June 30, 2022 was greater than the estimated adjusted conversion price for the 2022 Convertible Notes outstanding as of June 30, 2022. The average daily closing price of the Company’s common stock for the three and six months ended June 30, 2021 was greater than the estimated adjusted conversion price for the 2022 Convertible Notes outstanding as June 30, 2021.

On August 1, 2022, the 2022 Convertible Notes matured in accordance with the governing indenture. Holders of $79.2 million aggregate principal amount of notes provided valid notice of conversion and were subject to the combination settlement method previously elected by the Company. In accordance with the settlement method, the Company issued a total of 4,360,125 shares of common stock, or $78.1 million at the adjusted conversion price per share of $17.92. The remaining balance of the notes that were not converted into newly issued shares of common stock were settled with existing cash resources, including through utilization of the Company’s Revolving Credit Facility. The interest rate swaps associated with the principal amount of the notes outstanding were terminated on the date of maturity of the 2022 Convertible Notes.

2023 Notes

In January 2018, the Company issued $150.0 million aggregate principal amount of unsecured notes that mature on January 22, 2023 (the “2023 Notes”). The principal amount of the 2023 Notes is payable at maturity. The 2023 Notes bear interest at a rate of 4.50% per year, payable semi-annually commencing on July 22, 2018, and may be redeemed in whole or in part at the Company’s option at any time at par plus a “make whole” premium. Total proceeds from the issuance of the 2023 Notes, net of underwriting discounts and offering costs, were $146.9 million. The Company used the net proceeds of the 2023 Notes to repay outstanding indebtedness under the Revolving Credit Facility.

In connection with the 2023 Notes offering, the Company entered into an interest rate swap to align the interest rates of its liabilities with the Company’s investment portfolio, which consists of predominately floating rate loans. The notional amount of the interest rate swap is $150.0 million, which matures on January 22, 2023, matching the maturity date of the 2023 Notes. As a result of the swap, the Company’s effective interest rate on the 2023 Notes is three-month LIBOR plus 1.99%. See Note 5 for further information about the Company’s interest rate swaps.

2024 Notes

In November 2019, the Company issued $300.0 million aggregate principal amount of unsecured notes that mature on November 1, 2024 (the “2024 Notes”). The principal amount of the 2024 Notes is payable at maturity. The 2024 Notes bear interest at a rate of 3.875% per year, payable semi-annually commencing on May 1, 2020, and may be redeemed in whole or in part at our option at any time at par plus a “make whole” premium. Total proceeds from the issuance of the 2024 Notes, net of underwriting discounts, offering costs and original issue discount were $292.9 million. The Company used the net proceeds of the 2024 Notes to repay outstanding indebtedness under the Revolving Credit Facility.

On February 5, 2020, the Company issued an additional $50.0 million aggregate principal amount of unsecured notes that mature on November 1, 2024. The additional 2024 Notes are a further issuance of, fungible with, rank equally in right of payment with and have the same terms (other than the issue date and the public offering price) as the initial issuance of 2024 Notes. Total proceeds from the issuance of the additional 2024 Notes, net of underwriting discounts, offering costs and original issue premium were $50.1 million. The Company used the net proceeds of the 2024 Notes to repay outstanding indebtedness under the Revolving Credit Facility.

In connection with the 2024 Notes offering and the reopening of the 2024 Notes, the Company entered into interest rate swaps to align the interest rates of its liabilities with the Company’s investment portfolio, which consists of predominately floating rate loans. The notional amount of the two interest rates swaps is $300.0 million and $50.0 million, respectively, each of which matures on November 1, 2024, matching the maturity date of the 2024 Notes. As a result of the swaps, the Company’s effective interest rate on the 2024 Notes is three-month LIBOR plus 2.28% (on a weighted average basis). The interest expense related to the 2024 Notes is offset by proceeds received from the interest rate swaps designated as a hedge. The swap adjusted interest expense is included as a component of interest expense on the Company’s consolidated statement of operations. As of June 30, 2022 and December 31, 2021 the effective hedge interest rate swaps had a fair value of ($12.5) million and $4.4 million, respectively, which is offset within interest expense by an equal, but opposite, fair value change for the hedged risk on the 2024 Notes.

During the year ended December 31, 2020, the Company repurchased on the open market and extinguished $2.5 million in aggregate principal amount of the 2024 Notes for $2.4 million. These repurchases resulted in a gain on extinguishment of debt of less than $0.1 million. This gain is included in the extinguishment of debt in the accompanying consolidated statements of operations. In connection with the repurchase of the 2024 Notes, the Company entered into a floating-to-fixed interest rate swap with a notional amount equal to the amount of 2024 Notes repurchased, which had the effect of reducing the notional exposure of the fixed-to-floating interest rate swaps, which were entered into in connection with the issuance of the 2024 Notes, to match the remaining principal amount of the 2024 Notes outstanding. As a result of the swap, the Company’s effective interest rate on the outstanding 2024 Notes is three-month LIBOR plus 2.28% (on a weighted average basis).

2026 Notes

On February 3, 2021, the Company issued $300.0 million aggregate principal amount of unsecured notes that mature on August 1, 2026 (the “2026 Notes”). The principal amount of the 2026 Notes is payable at maturity. The 2026 Notes bear interest at a rate of 2.50% per year, payable semi-annually commencing on August 1, 2021, and may be redeemed in whole or in part at the Company’s option at any time at par plus a “make whole” premium. Total proceeds from the issuance of the 2026 Notes, net of underwriting discounts, offering costs and original issue discount were $293.7 million. The Company used the net proceeds of the 2026 Notes to repay outstanding indebtedness under the Revolving Credit Facility.

In connection with the issuance of the 2026 Notes, the Company entered into an interest rate swap to align the interest rates of its liabilities with the Company’s investment portfolio, which consists of predominately floating rate loans. The notional amount of the interest rate swap is $300.0 million, which matures on August 1, 2026, matching the maturity date of the 2026 Notes. As a result of the swap, the Company’s effective interest rate on the 2026 Notes is three-month LIBOR plus 1.91%. The interest expense related to the 2026 Notes is offset by proceeds received from the interest rate swaps designated as a hedge. The swap adjusted interest expense is included as a component of interest expense on the Company’s consolidated statement of operations. As of June 30, 2022 and December 31, 2021 the effective hedge interest rate swaps had a fair value of ($28.6) million and ($10.2) million, respectively, which is offset within interest expense by an equal, but opposite, fair value change for the hedged risk on the 2026 Notes.

For the three and six months ended June 30, 2022 and 2021, the components of interest expense related to the 2023 Notes, 2024 Notes and 2026 Notes were as follows:


	Three Months Ended				Six Months Ended
	June 30, 2022		June 30, 2021		June 30, 2022		June 30, 2021
Interest expense	$	6,929	$	6,929	$	13,858	$	13,229
Accretion of original issue discount		191		184		378		333
Amortization of deferred financing costs		600		601		1,194		1,124
Total Interest Expense	$	7,720	$	7,714	$	15,430	$	14,686

Total interest expense in the table above does not include the effect of the interest rate swaps related to the 2023 Notes, 2024 Notes and 2026 Notes. During the three and six months ended June 30, 2022, the Company received $7.0 million and $13.9 million, respectively, and paid $6.4 million and $10.9 million, respectively, related to the settlements of its interest rate swaps, excluding upfront fees, related to the 2023, 2024 and 2026 Notes. During the three and six months ended June 30, 2021, the Company received $7.0 million and $13.1 million, respectively, and paid $4.7 million and $8.6 million, respectively, related to the settlements of its interest rate swaps, excluding upfront fees, related to the 2023, 2024 and 2026 Notes. These net amounts are reflected in interest expense in the Company’s consolidated statements of operations. See Note 5 for further information about the Company’s interest rate swaps.

As June 30, 2022 and December 31, 2021, the components of the carrying value of the 2023 Notes, 2024 Notes and 2026 Notes and the stated interest rate were as follows:


	June 30, 2022									December 31, 2021
	2023 Notes			2024 Notes			2026 Notes			2023 Notes			2024 Notes			2026 Notes
Principal amount of debt	$	150,000		$	347,500		$	300,000		$	150,000		$	347,500		$	300,000
Original issue discount, net of accretion		(6	)		(909	)		(1,663	)		(11	)		(1,091	)		(1,853	)
Deferred financing costs		(363	)		(2,382	)		(3,055	)		(683	)		(2,886	)		(3,426	)
Fair value of an effective hedge	—				(12,516	)		(28,614	)	—				4,373			(10,239	)
Carrying value of debt	$	149,631		$	331,693		$	266,668		$	149,306		$	347,896		$	284,482
Stated interest rate		4.50	%		3.875	%		2.50	%		4.50	%		3.875	%		2.50	%

The stated interest rate in the table above does not include the effect of the interest rate swaps. As of June 30, 2022 and December 31, 2021, the Company’s swap-adjusted interest rate on the 2023 Notes, 2024 Notes and 2026 Notes is three month LIBOR plus 1.99%, 2.28% (on a weighted average basis), and 1.91%, respectively.

As of June 30, 2022 and December 31, 2021, the Company was in compliance with the terms of the indentures governing the 2023 Notes, 2024 Notes and 2026 Notes.

8. Commitments and Contingencies

Portfolio Company Commitments

From time to time, the Company may enter into commitments to fund investments; such commitments are incorporated into the Company’s assessment of its liquidity position. The Company’s senior secured revolving loan commitments are generally available on a borrower’s demand and may remain outstanding until the maturity date of the applicable loan. The Company’s senior secured delayed draw term loan commitments are generally available on a borrower’s demand and, once drawn, generally have the same remaining term as the associated loan agreement. Undrawn senior secured delayed draw term loan commitments generally have a shorter availability period than the term of the associated loan agreement.

As of June 30, 2022 and December 31, 2021, the Company had the following commitments to fund investments in current portfolio companies:


	June 30, 2022		December 31, 2021
Alpha Midco, Inc. - Delayed Draw	$	2,253	$	4,444
American Achievement, Corp. - Revolver		2,403		2,403
ASG II, LLC - Delayed Draw		8,478	—
AvidXchange, Inc. - Delayed Draw		766		1,021
Axonify, Inc. - Delayed Draw		8,007		6,850
Bayshore Intermediate #2, L.P. - Revolver		2,398		2,398
BCTO Ace Purchaser, Inc. - Delayed Draw		10,335	—
Bear OpCo, LLC - Delayed Draw		3,301	—
Biohaven Pharmaceuticals, Inc. - Delayed Draw	—			12,500
BlueSnap, Inc. - Delayed Draw & Revolver		12,500		12,500
CrunchTime Information Systems, Inc. - Delayed Draw		7,101	—
Clinicient, Inc. - Revolver	—			1,600
DaySmart Holdings, LLC - Delayed Draw	—			4,630
Destiny Solutions Parent Holding Company - Delayed Draw	—			6,478
Dye & Durham Corp. - Delayed Draw & Revolver		7,720		7,884
Elysian Finco Ltd. - Delayed Draw & Revolver		7,866	—
Employment Hero Holdings Pty Ltd. - Delayed Draw & Revolver		15,816		16,722
EMS Linq, Inc. - Revolver		8,784		8,784
ExtraHop Networks, Inc. - Delayed Draw		20,803		24,389
ForeScout Technologies, Inc. - Revolver		200		500
G Treasury SS, LLC - Delayed Draw		2,633		6,986
Ibis Intermediate Co. - Delayed Draw		6,338		6,338
IntelePeer Holdings, Inc. - Delayed Draw	—			2,643
IRGSE Holding Corp. - Revolver		243		673
Kyriba Corp. - Revolver		45		39
Lithium Technologies, LLC - Revolver		1,979		1,979
Lucidworks, Inc. - Delayed Draw & Revolver		833		3,333
Murchison Oil and Gas, LLC - Delayed Draw		9,772	—
Netwrix Corp. - Delayed Draw & Revolver		22,561		6,351
Neuintel, LLC - Delayed Draw		6,400		8,600
PageUp People, Ltd. - Delayed Draw		28,537		30,173
Passport Labs, Inc. - Delayed Draw & Revolver		5,556		8,334
Piano Software, Inc. - Delayed Draw		2,500	—
PrimePay Intermediate, LLC - Delayed Draw		5,298		8,000
PrimeRevenue, Inc. - Delayed Draw & Revolver		6,500		6,500
Project44, Inc. - Delayed Draw		19,861		19,861
ReliaQuest Holdings, LLC - Delayed Draw & Revolver		25,733		29,877
Tango Management Consulting, LLC - Delayed Draw & Revolver		29,045		38,750
TRP Assets, LLC - Delayed Draw		18,000		18,000
Verdad Resources Intermediate Holdings, LLC - Delayed Draw	—			7,778
WideOrbit, Inc. - Revolver		4,756		4,756
Workwell Acquisition Co. - Delayed Draw		5,627		10,000
Total Portfolio Company Commitments (1)(2)	$	320,948	$	332,074

(1)

Represents the full amount of the Company’s commitments to fund investments on such date. Commitments may be subject to limitations on borrowings set forth in the agreements between the Company and the applicable portfolio company. As a result, portfolio companies may not be eligible to borrow the full commitment amount on such date.

(2)

The Company’s estimate of the fair value of the current investments in these portfolio companies includes an analysis of the fair value of any unfunded commitments.

Other Commitments and Contingencies

As of June 30, 2022 and December 31, 2021, the Company did not have any unfunded commitments to fund investments to new borrowers that were not current portfolio companies as of such date.

From time to time, the Company may become a party to certain legal proceedings incidental to the normal course of its business. As of June 30, 2022 and December 31, 2021, management is not aware of any material pending or threatened litigation that would require accounting recognition or financial statement disclosure.

9. Net Assets

In February 2021, the Company issued a total of 4,000,000 shares of common stock at $21.30 per share. Net of underwriting fees and offering costs, the Company received total cash proceeds of $84.9 million. Subsequent to the offering the Company issued an additional 49,689 shares in March 2021 pursuant to the overallotment option granted to underwriters and received, net of underwriting fees, total cash proceeds of $1.0 million.

In December 2021, the Company issued a total of 2,324,820 shares of common stock, or $42.3 million as settlement for the conversion of $42.8 million principal amount of the 2022 Convertible Notes.

The Company has a dividend reinvestment plan, whereby the Company may buy shares of its common stock in the open market or issue new shares in order to satisfy dividend reinvestment requests. The number of shares to be issued to a stockholder is determined by dividing the total dollar amount of the cash dividend or distribution payable to a stockholder by the market price per share of the Company’s common stock at the close of regular trading on the NYSE on the payment date of a distribution, or if no sale is reported for such day, the average of the reported bid and ask prices. However, if the market price per share on the payment date of a cash dividend or distribution exceeds the most recently computed net asset value per share, the Company will issue shares at the greater of (i) the most recently computed net asset value per share and (ii) 95% of the current market price per share (or such lesser discount to the current market price per share that still exceeded the most recently computed net asset value per share). Shares purchased in open market transactions by the plan administrator will be allocated to a stockholder based on the average purchase price, excluding any brokerage charges or other charges, of all shares of common stock purchased in the open market.

Pursuant to the Company’s dividend reinvestment plan, the following tables summarize the shares issued to stockholders who have not opted out of the Company’s dividend reinvestment plan during the six months ended June 30, 2022 and 2021. All shares issued to stockholders in the tables below are newly issued shares.


	Six Months Ended
	June 30, 2022
			Date
Date Declared	Dividend (1)	Record Date	Shares Issued	Shares Issued
November 2, 2021	Base	December 15, 2021	January 14, 2022		233,542
February 17, 2022	Supplemental	February 28, 2022	March 31, 2022		65,596
February 17, 2022	Base	March 15, 2022	April 18, 2022		239,376
May 3, 2022	Supplemental	May 31, 2022	June 30, 2022		29,459
Total Shares Issued					567,973


	Six Months Ended
	June 30, 2021
			Date
Date Declared	Dividend (1)	Record Date	Shares Issued	Shares Issued
November 4, 2020	Base	December 15, 2020	January 15, 2021		211,904
February 17, 2021	Supplemental	February 26, 2021	March 31, 2021		24,196
February 17, 2021	Base	March 15, 2021	April 15, 2021		165,400
February 17, 2021	Special	March 25, 2021	April 8, 2021		483,361
May 4, 2021	Base	May 28, 2021	June 30, 2021		30,924
Total Shares Issued					915,785

(1)

See Note 11 for further information on base, supplemental and special dividends.

On August 4, 2015, the Company's Board authorized the Company to acquire up to $50 million in aggregate of the Company’s common stock from time to time over an initial six month period, and has continued to authorize the refreshment of the $50 million amount authorized under and extension of the stock repurchase program prior to its expiration since that time, most recently as of May 3, 2022. The amount and timing of stock repurchases under the program may vary depending on market conditions, and no assurance can be given that any particular amount of common stock will be repurchased.

No shares were repurchased during the six months ended June 30, 2022 and 2021.

10. Earnings (Loss) per share

The following table sets forth the computation of basic and diluted earnings (loss) per common share for the three and six months ended June 30, 2022 and 2021:


	Three Months Ended					Six Months Ended
	June 30, 2022			June 30, 2021		June 30, 2022		June 30, 2021
Earnings (loss) per common share—basic
Numerator for basic earnings (loss) per share	$	(13,525	)	$	58,354	$	27,360	$	115,006
Denominator for basic weighted average shares		76,265,661			72,556,471		76,119,681		71,131,732
Earnings (loss) per common share—basic	$	(0.18	)	$	0.80	$	0.36	$	1.62
Earnings (loss) per common share—diluted
Numerator for increase (decrease) in net assets per share	$	(13,525	)	$	58,354	$	27,360	$	115,006
Adjustment for interest expense and deferred financing costs on 2022 Convertible Notes, incentive fee and excise tax, net		999			1,427		1,997		2,866
Numerator for diluted earnings (loss) per share	$	(12,526	)	$	59,781	$	29,357	$	117,872
Denominator for basic weighted average shares		76,265,661			72,556,471		76,119,681		71,131,732
Adjustment for dilutive effect of 2022 Convertible Notes		5,580,973			7,693,056		5,580,973		7,693,056
Denominator for diluted weighted average shares		81,846,634			80,249,527		81,700,654		78,824,788
Earnings (loss) per common share—diluted	$	(0.15	)	$	0.74	$	0.36	$	1.50

The 2022 Convertible Notes will be convertible into a combination of cash and shares of the Company’s common stock, which can be dilutive to common stockholders. Diluted earnings (loss) per share is the amount of earnings (loss) available to each share of common stock outstanding during the reporting period including any additional shares of common stock that would be issued if all potentially dilutive securities were exercised. Upon adoption of ASU 2020-06 during the period ended March 31, 2021 the Company is required to disclose diluted EPS using the if-converted method. The if-converted method is a method of computing EPS that assumes conversion of convertible securities at the beginning of the reporting period and is intended to show the maximum dilution effect to common stockholders regardless of how the conversion can occur.

For the purpose of calculating diluted earnings per common share, the average daily closing price of the Company’s common stock for the three and six months ended June 30, 2022 and 2021, respectively, was greater than the estimated adjusted conversion price for the 2022 Convertible Notes outstanding as of June 30, 2022 and 2021, respectively. Therefore, for these periods presented in the consolidated financial statements the Company applied the if-converted method for purposes of calculating diluted earnings per common share.

11. Dividends

The Company has historically paid a dividend to stockholders on a quarterly basis. The Company has a dividend framework that provides for a quarterly base dividend and a variable supplemental dividend, subject to satisfaction of certain measurement tests and the approval of the Board.

The following tables summarize dividends declared during the six months ended June 30, 2022 and 2021:


	Six Months Ended
	June 30, 2022
Date Declared	Dividend	Record Date	Payment Date	Dividend per Share
February 17, 2022	Supplemental	February 28, 2022	March 31, 2022	$	0.11
February 17, 2022	Base	March 15, 2022	April 18, 2022		0.41
May 3, 2022	Supplemental	May 31, 2022	June 30, 2022		0.04
May 3, 2022	Base	June 15, 2022	July 15, 2022		0.41
Total Dividends Declared				$	0.97


	Six Months Ended
	June 30, 2021
Date Declared	Dividend	Record Date	Payment Date	Dividend per Share
February 17, 2021	Supplemental	February 26, 2021	March 31, 2021	$	0.05
February 17, 2021	Base	March 15, 2021	April 15, 2021		0.41
February 17, 2021	Special	March 25, 2021	April 8, 2021		1.25
May 4, 2021	Supplemental	May 28, 2021	June 30, 2021		0.06
May 4, 2021	Base	June 15, 2021	July 15, 2021		0.41
Total Dividends Declared				$	2.18

The dividends declared during the six months ended June 30, 2022 and 2021 were derived from net investment income, determined on a tax basis.

12. Financial Highlights

The following per share data and ratios have been derived from information provided in the consolidated financial statements. The following are the financial highlights for one share of common stock outstanding during the six months ended June 30, 2022 and 2021.


	Six Months Ended			Six Months Ended
	June 30, 2022			June 30, 2021
Per Share Data (8)
Net asset value, beginning of period	$	16.84		$	17.16

Net investment income (1)		1.01			0.84
Net realized and unrealized gain (1)		(0.65	)		0.78
Total from operations		0.36			1.62
Issuance of common stock, net of offering costs (2)		0.04			0.25
Dividends declared from net investment income (2)		(0.97	)		(2.18	)
Total increase/(decrease) in net assets		(0.57	)		(0.31	)
Net Asset Value, End of Period	$	16.27		$	16.85
Per share market value at end of period	$	18.50		$	22.19
Total return based on market value with reinvestment of dividends (3)		-17.06	%		18.27	%
Total return based on market value (4)		-16.76	%		17.45	%
Total return based on net asset value (5)		2.38	%		10.90	%
Shares Outstanding, End of Period		76,339,515			72,649,683
Ratios / Supplemental Data (6)
Ratio of net expenses to average net assets (7)		8.65	%		11.66	%
Ratio of net investment income to average net assets		12.08	%		10.03	%
Portfolio turnover		31.11	%		18.92	%
Net assets, end of period	$	1,241,959		$	1,223,813

(1)

The per share data was derived by using the weighted average shares outstanding during the period.

(2)

The per share data was derived by using the actual shares outstanding at the date of the relevant transactions.

(3)

Total return based on market value with dividends reinvested is calculated as the change in market value per share during the period plus declared dividends per share, assuming reinvestment of dividends, divided by the beginning market value per share.

(4)

Total return based on market value is calculated as the change in market value per share during the period plus declared dividends per share, divided by the beginning market value per share.

(5)

Total return based on net asset value is calculated as the change in net asset value per share during the period plus declared dividends per share, divided by the beginning net asset value per share.

(6)

The ratios reflect an annualized amount.

(7)

The ratio of net expenses to average net assets in the table above reflects the Adviser’s waivers of its right to receive a portion of the Management Fee pursuant to the Leverage Waiver. Excluding the effects of waivers, the ratio of net expenses to average net assets would have been 8.65% and 11.68%, respectively for the six months ended June 30, 2022 and 2021.

(8)

Table may not sum due to rounding.

13. Subsequent Events

The Company’s management has evaluated subsequent events through the date of issuance of the consolidated financial statements included herein. There have been no subsequent events, except as already disclosed, that occurred during such period that would require disclosure in this Form 10-Q or would be required to be recognized in the consolidated financial statements as of and for the three and six months ended June 30, 2022.

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The information contained in this section should be read in conjunction with the consolidated financial statements and notes thereto appearing elsewhere in this report. This discussion also should be read in conjunction with the “Cautionary Statement Regarding Forward-Looking Statements” set forth on page 3 of this Quarterly Report on Form 10-Q.

Overview

Sixth Street Specialty Lending, Inc. is a Delaware corporation formed on July 21, 2010. The Adviser is our external manager. We have four wholly owned subsidiaries, TC Lending, LLC, a Delaware limited liability company, which holds a California finance lender and broker license, Sixth Street SL SPV, LLC, a Delaware limited liability company, in which we hold assets that were previously used to support our asset-backed credit facility, Sixth Street SL Holding, LLC, a Delaware limited liability company, in which we hold certain investments, and Sixth Street Specialty Lending Sub, LLC, a Cayman Islands limited liability company, in which we plan to hold certain investments.

We have elected to be regulated as a BDC under the 1940 Act and as a RIC under the Code. We made our BDC election on April 15, 2011. As a result, we are required to comply with various statutory and regulatory requirements, such as:

•

the requirement to invest at least 70% of our assets in “qualifying assets”;

•

source of income limitations;

•

asset diversification requirements; and

•

the requirement to distribute (or be treated as distributing) in each taxable year at least 90% of our investment company taxable income and tax-exempt interest for that taxable year.

Our shares are listed on the NYSE under the symbol “TSLX.”

Our Investment Framework

We are a specialty finance company focused on lending to middle-market companies. Since we began our investment activities in July 2011, through June 30, 2022, we have originated approximately $22.0 billion aggregate principal amount of investments and retained approximately $8.7 billion aggregate principal amount of these investments on our balance sheet prior to any subsequent exits and repayments. We seek to generate current income primarily in U.S.-domiciled middle-market companies through direct originations of senior secured loans and, to a lesser extent, originations of mezzanine and unsecured loans and investments in corporate bonds and equity securities.

By “middle-market companies,” we mean companies that have annual EBITDA, which we believe is a useful proxy for cash flow, of $10 million to $250 million, although we may invest in larger or smaller companies on occasion. As of June 30, 2022, our core portfolio companies, which exclude certain investments that fall outside of our typical borrower profile and represent 89.0% of our total investments based on fair value, had weighted average annual revenue of $140.0 million and weighted average annual EBITDA of $33.8 million.

We invest in first-lien debt, second-lien debt, mezzanine and unsecured debt and equity and other investments. Our first-lien debt may include stand-alone first-lien loans; “last out” first-lien loans, which are loans that have a secondary priority behind super-senior “first out” first-lien loans; “unitranche” loans, which are loans that combine features of first-lien, second-lien and mezzanine debt, generally in a first-lien position; and secured corporate bonds with similar features to these categories of first-lien loans. Our second-lien debt may include secured loans, and, to a lesser extent, secured corporate bonds, with a secondary priority behind first-lien debt.

The debt in which we invest typically is not rated by any rating agency, but if these instruments were rated, they would likely receive a rating of below investment grade (that is, below BBB- or Baa3 as defined by Standard & Poor’s and Moody’s Investors Services, respectively), which is often referred to as “junk.”

The companies in which we invest use our capital to support organic growth, acquisitions, market or product expansion and recapitalizations (including restructurings). As of June 30, 2022, the largest single investment based on fair value represented 3.4% of our total investment portfolio.

As of June 30, 2022, the average investment size in each of our portfolio companies was approximately $27.0 million based on fair value.

Through our Adviser, we consider potential investments utilizing a four-tiered investment framework and against our existing portfolio as a whole:

Business and sector selection. We focus on companies with enterprise value between $50 million and $1 billion. When reviewing potential investments, we seek to invest in businesses with high marginal cash flow, recurring revenue streams and where we believe credit quality will improve over time. We look for portfolio companies that we think have a sustainable competitive advantage in growing industries or distressed situations. We also seek companies where our investment will have a low loan-to-value ratio.

We currently do not limit our focus to any specific industry and we may invest in larger or smaller companies on occasion. We classify the industries of our portfolio companies by end-market (such as healthcare, and business services) and not by the products or services (such as software) directed to those end-markets.

As of June 30, 2022, the largest industry represented 14.7% of our total investment portfolio based on fair value.

Investment Structuring. We focus on investing at the top of the capital structure and protecting that position. As of June 30, 2022, approximately 92.1% of our portfolio was invested in secured debt, including 90.5% in first-lien debt investments. We carefully perform diligence and structure investments to include strong investor covenants. As a result, we structure investments with a view to creating opportunities for early intervention in the event of non-performance or stress. In addition, we seek to retain effective voting control in investments over the loans or particular class of securities in which we invest through maintaining affirmative voting positions or negotiating consent rights that allow us to retain a blocking position. We also aim for our loans to mature on a medium term, between two to six years after origination. For the three months ended June 30, 2022, the weighted average term on new investment commitments in new portfolio companies was 5.7 years.

Deal Dynamics. We focus on, among other deal dynamics, direct origination of investments, where we identify and lead the investment transaction. A substantial majority of our portfolio investments are sourced through our direct or proprietary relationships.

Risk Mitigation. We seek to mitigate non-credit-related risk on our returns in several ways, including call protection provisions to protect future interest income. As of June 30, 2022, we had call protection on 81.3% of our debt investments based on fair value, with weighted average call prices of 107.4% for the first year, 104.1% for the second year and 101.2% for the third year, in each case from the date of the initial investment. As of June 30, 2022, 99.2% of our debt investments based on fair value bore interest at floating rates, with 100.0% of these subject to interest rate floors, which we believe helps act as a portfolio-wide hedge against inflation.

Relationship with our Adviser and Sixth Street

Our Adviser is a Delaware limited liability company. Our Adviser acts as our investment adviser and administrator and is a registered investment adviser with the SEC under the Advisers Act. Our Adviser sources and manages our portfolio through a dedicated team of investment professionals predominately focused on us. Our Investment Team is led by our Chairman and Chief Executive Officer and our Adviser’s Co-Chief Investment Officer Joshua Easterly and our Adviser’s Co-Chief Investment Officer Alan Waxman, both of whom have substantial experience in credit origination, underwriting and asset management. Our investment decisions are made by our Investment Review Committee, which includes senior personnel of our Adviser and affiliates of Sixth Street Partners, LLC, or “Sixth Street.”

Sixth Street is a global investment business with over $60 billion of assets under management as of June 30, 2022. Sixth Street’s core platforms include Sixth Street Specialty Lending, Sixth Street Specialty Lending Europe, which is aimed at European middle-market loan originations, Sixth Street TAO, which has the flexibility to invest across all of Sixth Street’s private credit market investments, Sixth Street Opportunities, which focuses on actively managed opportunistic investments across the credit cycle, Sixth Street Credit Market Strategies, which is the firm’s “public-side” credit investment platform focused on investment opportunities in broadly syndicated leveraged loan markets, Sixth Street Growth, which provides financing solutions to growing companies, Sixth Street Fundamental Strategies, which primarily invests in secondary credit, and Sixth Street Agriculture, which invests in niche agricultural opportunities. Sixth Street has a long-term oriented, highly flexible capital base that allows it to invest across industries, geographies, capital structures and asset classes. Sixth Street has extensive experience with highly complex, global public and private investments executed through primary originations, secondary market purchases and restructurings, and has a team of over 370 investment and operating professionals. As of June 30, 2022, thirty-five (35) of these personnel are dedicated to our business, including twenty-eight (28) investment professionals.

Our Adviser consults with Sixth Street in connection with a substantial number of our investments. The Sixth Street platform provides us with a breadth of large and scalable investment resources. We believe we benefit from Sixth Street’s market expertise, insights into industry, sector and macroeconomic trends and intensive due diligence capabilities, which help us discern market conditions that vary across industries and credit cycles, identify favorable investment opportunities and manage our portfolio of investments. Sixth Street and its affiliates will refer all middle-market loan origination activities for companies domiciled in the United States to us and conduct those activities through us. The Adviser will determine whether it would be permissible, advisable or otherwise appropriate for us to pursue a particular investment opportunity allocated to us.

On December 16, 2014, we were granted an exemptive order from the SEC that allows us to co-invest, subject to certain conditions and to the extent the size of an investment opportunity exceeds the amount our Adviser has independently determined is appropriate to invest, with certain of our affiliates (including affiliates of Sixth Street) in middle-market loan origination activities for companies domiciled in the United States and certain “follow-on” investments in companies in which we have already co-invested pursuant to the order and remain invested. On January 16, 2020, we filed a further application for co-investment exemptive relief with the SEC to better align our existing co-investment relief with more recent SEC exemptive orders. Subsequent further applications were also made, most recently as June 29, 2022. On July 8, 2022, the SEC issued a notice of the new application providing that an order granting the exemptive relief described in the new application will be granted unless the SEC orders a hearing on or prior to August 2, 2022. Although a notice for a new order has been issued, there can be no assurance when or if the SEC will grant the new order in response to our application, particularly in the event a public hearing is requested or required at the SEC prior to any formal action on our application. Until such time a new order is granted, we will continue to operate under the terms of our current exemptive order.

We believe our ability to co-invest with Sixth Street affiliates is particularly useful where we identify larger capital commitments than otherwise would be appropriate for us. We expect that with the ability to co-invest with Sixth Street affiliates we will continue to be able to provide “one-stop” financing to a potential portfolio company in these circumstances, which may allow us to capture opportunities where we alone could not commit the full amount of required capital or would have to spend additional time to locate unaffiliated co-investors.

Under the terms of the Investment Advisory Agreement and Administration Agreement, the Adviser’s services are not exclusive, and the Adviser is free to furnish similar or other services to others, so long as its services to us are not impaired. Under the terms of the Investment Advisory Agreement, we will pay the Adviser the base management fee, or the Management Fee, and may also pay certain incentive fees, or the Incentive Fees.

Under the terms of the Administration Agreement, the Adviser also provides administrative services to us. These services include providing office space, equipment and office services, maintaining financial records, preparing reports to stockholders and reports filed with the SEC, and managing the payment of expenses and the oversight of the performance of administrative and professional services rendered by others. Certain of these services are reimbursable to the Adviser under the terms of the Administration Agreement.

Key Components of Our Results of Operations

Investments

We focus primarily on the direct origination of loans to middle-market companies domiciled in the United States.

Our level of investment activity (both the number of investments and the size of each investment) can and does vary substantially from period to period depending on many factors, including the amount of debt and equity capital generally available to middle-market companies, the level of merger and acquisition activity for such companies, the general economic environment and the competitive environment for the types of investments we make.

In addition, as part of our risk strategy on investments, we may reduce certain levels of investments through partial sales or syndication to additional investors.

Revenues

We generate revenues primarily in the form of interest income from the investments we hold. In addition, we may generate income from dividends on direct equity investments, capital gains on the sale of investments and various loan origination and other fees. Our debt investments typically have a term of two to six years, and, as of June 30, 2022, 99.2% of these investments based on fair value bore interest at a floating rate, with 100.0% of these subject to interest rate floors. Interest on debt investments is generally payable quarterly or semiannually. Some of our debt investments provide for deferred interest payments or PIK interest. For the three months ended June 30, 2022, 5.2% of our total investment income was comprised of PIK interest.

Changes in our net investment income are primarily driven by the spread between the payments we receive from our investments in our portfolio companies against our cost of funding, rather than by changes in interest rates. Our investment portfolio primarily consists of floating rate loans, and our credit facilities, 2022 Convertible Notes, 2023 Notes, 2024 Notes and 2026 Notes, after taking into account the effect of the interest rate swaps we have entered into in connection with these securities, all bear interest at floating rates. Macro trends in base interest rates like LIBOR or other reference rates may affect our net investment income over the long term. However, because we generally originate loans to a limited number of portfolio companies each quarter, and those investments also vary in size, our results in any given period—including the interest rate on investments that were sold or repaid in a period compared to the interest rate of new investments made during that period—often are idiosyncratic, and reflect the characteristics of the particular portfolio companies that we invested in or exited during the period and not necessarily any trends in our business.

In addition to interest income, our net investment income is also driven by prepayment and other fees, which also can vary significantly from quarter to quarter. The level of prepayment fees is generally correlated to the movement in credit spreads and risk premiums, but also will vary based on corporate events that may take place at an individual portfolio company in a given period—e.g., merger and acquisition activity, initial public offerings and restructurings. As noted above, generally a small but varied number of portfolio companies may make prepayments in any quarter, meaning that changes in the amount of prepayment fees received can vary significantly between periods and can vary without regard to underlying credit trends.

Loan origination fees, original issue discount and market discount or premium are capitalized, and we accrete or amortize such amounts as interest income using the effective interest method for term instruments and the straight-line method for revolving or delayed draw instruments. Repayments of our debt investments can reduce interest income from period to period. We record prepayment premiums on loans as interest income when earned. We also may generate revenue in the form of commitment, amendment, structuring, syndication or due diligence fees, fees for providing managerial assistance and consulting fees. The frequency or volume of these items of revenue may fluctuate significantly.

Dividend income on common equity investments is recorded on the record date for private portfolio companies or on the ex-dividend date for publicly traded portfolio companies.

Our portfolio activity also reflects the proceeds of sales of investments. We recognize realized gains or losses on investments based on the difference between the net proceeds from the disposition and the amortized cost basis of the investment without regard to unrealized gains or losses previously recognized. We record current period changes in fair value of investments that are measured at fair value as a component of the net change in unrealized gains (losses) on investments in the consolidated statements of operations.

Expenses

Our primary operating expenses include the payment of fees to our Adviser under the Investment Advisory Agreement, expenses reimbursable under the Administration Agreement and other operating costs described below. Additionally, we pay interest expense on our outstanding debt. We bear all other costs and expenses of our operations, administration and transactions, including those relating to:

•

calculating individual asset values and our net asset value (including the cost and expenses of any independent valuation firms);

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expenses, including travel expenses, incurred by the Adviser, or members of our Investment Team, or payable to third parties, in respect of due diligence on prospective portfolio companies and, if necessary, in respect of enforcing our rights with respect to investments in existing portfolio companies;

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the costs of any public offerings of our common stock and other securities, including registration and listing fees;

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the Management Fee and any Incentive Fee;

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certain costs and expenses relating to distributions paid on our shares;

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administration fees payable under our Administration Agreement;

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costs of preparing financial statements and maintaining books and records and filing reports or other documents with the SEC (or other regulatory bodies) and other reporting and compliance costs, and the compensation of professionals responsible for the preparation of the foregoing, including the allocable portion of the compensation of our Chief Compliance Officer, Chief Financial Officer and other professionals who provide operational and administrative services to us pursuant to the Administration Agreement (based on the percentage of time those individuals devote, on an estimated basis, to our business and affairs);

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debt service and other costs of borrowings or other financing arrangements;

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the Adviser’s allocable share of costs incurred in providing significant managerial assistance to those portfolio companies that request it;

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amounts payable to third parties relating to, or associated with, making or holding investments;

•

transfer agent and custodial fees;

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costs of hedging;

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commissions and other compensation payable to brokers or dealers;

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taxes;

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Independent Director fees and expenses;

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the costs of any reports, proxy statements or other notices to our stockholders (including printing and mailing costs), the costs of any stockholders’ meetings and the compensation of investor relations personnel responsible for the preparation of the foregoing and related matters;

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our fidelity bond;

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directors and officers/errors and omissions liability insurance, and any other insurance premiums;

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indemnification payments;

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direct costs and expenses of administration, including audit, accounting, consulting and legal costs; and

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all other expenses reasonably incurred by us in connection with making investments and administering our business.

We expect that during periods of asset growth, our general and administrative expenses will be relatively stable or will decline as a percentage of total assets, and will increase as a percentage of total assets during periods of asset declines.

Leverage

While as a BDC the amount of leverage that we are permitted to use is limited in significant respects, we use leverage to increase our ability to make investments. The amount of leverage we use in any period depends on a variety of factors, including cash available for investing, the cost of financing and general economic and market conditions, however, under the 1940 Act, our total borrowings are limited so that our asset coverage ratio cannot fall below 150% immediately after any borrowing, as defined in the 1940 Act. In any period, our interest expense will depend largely on the extent of our borrowing and we expect interest expense will increase as we increase leverage over time within the limits of the 1940 Act. In addition, we may dedicate assets as collateral to financing facilities from time to time.

Market Trends

We believe trends in the middle-market lending environment, including the limited availability of capital from traditional regulated financial institutions, strong demand for debt capital and specialized lending requirements, are likely to continue to create favorable opportunities for us to invest at attractive risk-adjusted rates.

Subsequent to the global financial crisis, the implementation of regulatory changes such as Basel III requirements, Leverage Lending Guidance, and the Volker Rule, tightened risk appetites and reduced the capacity of traditional lenders to serve middle-market companies. We believe that these dynamics create a significant opportunity for us to directly originate investments. We also believe that the large amount of uninvested capital held by private equity firms will continue to drive deal activity, which may in turn create additional demand for debt capital.

This market dynamic is further exacerbated by the specialized due diligence and underwriting capabilities, as well as extensive ongoing monitoring, required for middle-market lending. We believe middle-market lending is generally more labor-intensive than lending to larger companies due to smaller investment sizes and the lack of publicly available information on these companies. As a result, the opportunities for dedicated private lenders such as us has continued to expand.

An imbalance between the supply of, and demand for, middle-market debt capital creates attractive pricing dynamics for investors such as BDCs. The negotiated nature of middle-market financings also generally provides for more favorable terms to the lenders, including stronger covenant and reporting packages, better call protection and lender-protective change of control provisions. We believe that BDCs have flexibility to develop loans that reflect each borrower’s distinct situation, provide long-term relationships and a potential source for future capital, which renders BDCs, including us, attractive lenders.

In late 2019 and early 2020, the novel coronavirus SARS-CoV-2 and related respiratory disease COVID-19 spread rapidly across the world, including to the United States. This outbreak has led to, and for an unknown and potentially significant period of time will continue to lead to, disruptions in local, regional, national and global markets and economies affected thereby. To date, cross border commercial activity and market sentiment have been negatively impacted by the outbreak and government and other measures seeking to contain its spread. The federal government and the Federal Reserve, as well as foreign governments and central banks, have implemented significant fiscal and monetary policies in response to these disruptions, and additional government and regulatory responses may be possible. It is currently impossible to determine the scope of this or any future outbreak, how long any such outbreak and market disruption, volatility or uncertainty may last, the effect any governmental actions and changes in base interest rates will have or the full potential impact on us, our industry and our portfolio companies.

Portfolio and Investment Activity

As of June 30, 2022, our portfolio based on fair value consisted of 90.5% first-lien debt investments, 1.6% second-lien investments, 0.4% mezzanine debt investments, and 7.5% equity and other investments. As of December 31, 2021, our portfolio based on fair value consisted of 91.2% first-lien debt investments, 1.7% second-lien debt investments, 0.7% mezzanine debt investments, and 6.4% equity and other investments.

As of June 30, 2022 and December 31, 2021, our weighted average total yield of debt and income-producing securities at fair value (which includes interest income and amortization of fees and discounts) was 10.9% and 10.0%, respectively, and our weighted average total yield of debt and income-producing securities at amortized cost (which includes interest income and amortization of fees and discounts) was 10.9% and 10.2%, respectively.

As of June 30, 2022 and December 31, 2021, we had investments in 94 and 72 portfolio companies, respectively, with an aggregate fair value of $2,536.4 million and $2,521.6 million, respectively.

For the three months ended June 30, 2022, the principal amount of new investments funded was $324.8 million in thirty new portfolio companies and two existing portfolio companies. For this period, we had $212.0 million aggregate principal amount in exits and repayments.

For the three months ended June 30, 2021, the principal amount of new investments funded was $265.2 million in seven new portfolio companies and eight existing portfolio companies. For this period, we had $107.8 million aggregate principal amount in exits and repayments.

Our investment activity for the three months ended June 30, 2022 and 2021 is presented below (information presented herein is at par value unless otherwise indicated).


	Three Months Ended
($ in millions)	June 30, 2022			June 30, 2021
New investment commitments:
Gross originations	$	1,569.3		$	660.3
Less: Syndications/sell downs		1,190.4			357.2
Total new investment commitments	$	378.9		$	303.1
Principal amount of investments funded:
First-lien	$	267.5		$	243.8
Second-lien		—			—
Mezzanine		—			4.0
Equity and other		57.3			17.4
Total	$	324.8		$	265.2
Principal amount of investments sold or repaid:
First-lien	$	211.6		$	101.2
Second-lien		—			—
Mezzanine		—			—
Equity and other		0.4			6.6
Total	$	212.0		$	107.8
Number of new investment commitments in new portfolio companies		30			7
Average new investment commitment amount in new portfolio companies	$	12.0		$	36.6
Weighted average term for new investment commitments in new portfolio companies (in years)		5.7			4.9
Percentage of new debt investment commitments at floating rates		100.0	%		98.2	%
Percentage of new debt investment commitments at fixed rates		—			1.8	%
Weighted average interest rate of new investment commitments		9.2	%		9.2	%
Weighted average spread over reference rate of new floating rate investment commitments		7.3	%		9.1	%
Weighted average interest rate on investments fully sold or paid down		9.1	%		9.0	%

As of June 30, 2022 and December 31, 2021, our investments consisted of the following:


	June 30, 2022				December 31, 2021
($ in millions)	Fair Value		Amortized Cost		Fair Value		Amortized Cost
First-lien debt investments	$	2,295.4	$	2,298.7	$	2,298.9	$	2,265.6
Second-lien debt investments		41.5		42.7		42.7		42.6
Mezzanine debt investments		10.4		7.3		18.6		9.4
Equity and other investments		189.1		162.6		161.4		114.4
Total	$	2,536.4	$	2,511.3	$	2,521.6	$	2,432.0

The following tables show the fair value and amortized cost of our performing and non-accrual investments as of June 30, 2022 and December 31, 2021:


	June 30, 2022					December 31, 2021
($ in millions)	Fair Value		Percentage			Fair Value		Percentage
Performing	$	2,536.2		100.0	%	$	2,521.4		100.0	%
Non-accrual (1)		0.2		0.0			0.2		0.0
Total	$	2,536.4		100.0	%	$	2,521.6		100.0	%


	June 30, 2022					December 31, 2021
($ in millions)	Amortized Cost		Percentage			Amortized Cost		Percentage
Performing	$	2,507.9		99.9	%	$	2,428.6		99.9	%
Non-accrual (1)		3.4		0.1			3.4		0.1
Total	$	2,511.3		100.0	%	$	2,432.0		100.0	%

(1) Loans are generally placed on non-accrual status when principal or interest payments are past due 30 days or more or when management has reasonable doubt that the borrower will pay principal or interest in full. Accrued and unpaid interest is generally reversed when a loan is placed on non-accrual status. Non-accrual loans are restored to accrual status when past due principal and interest has been paid and, in management’s judgment, the borrower is likely to make principal and interest payments in the future. Management may determine to not place a loan on non-accrual status if, notwithstanding any failure to pay, the loan has sufficient collateral value and is in the process of collection.

The weighted average yields and interest rates of our performing debt investments at fair value as of June 30, 2022 and December 31, 2021 were as follows:


	June 30, 2022			December 31, 2021
Weighted average total yield of debt and income producing securities (1)		10.9	%		10.0	%
Weighted average interest rate of debt and income producing securities		10.3	%		9.5	%
Weighted average spread over reference rate of all floating rate investments (2)		9.5	%		9.4	%

(1)

Weighted average total portfolio yield at fair value was 10.2% at June 30, 2022 and 9.4% at December 31, 2021.

(2)

Includes fixed rate investments for which we entered into interest rate swap agreements to swap to floating rates.

The Adviser monitors our portfolio companies on an ongoing basis. The Adviser monitors the financial trends of each portfolio company to determine if it is meeting its business plans and to assess the appropriate course of action for each company. The Adviser has a number of methods of evaluating and monitoring the performance and fair value of our investments, which may include the following:

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assessment of success of the portfolio company in adhering to its business plan and compliance with covenants;

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periodic and regular contact with portfolio company management and, if appropriate, the financial or strategic sponsor, to discuss financial position, requirements and accomplishments;

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comparisons to other companies in the industry;

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attendance at, and participation in, board meetings; and

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review of monthly and quarterly financial statements and financial projections for portfolio companies.

As part of the monitoring process, the Adviser regularly assesses the risk profile of each of our investments and, on a quarterly basis, grades each investment on a risk scale of 1 to 5. Risk assessment is not standardized in our industry and our risk assessment may not be comparable to ones used by our competitors. Our assessment is based on the following categories:

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An investment is rated 1 if, in the opinion of the Adviser, it is performing as agreed and there are no concerns about the portfolio company’s performance or ability to meet covenant requirements. For these investments, the Adviser generally prepares monthly reports on investment performance and intensive quarterly asset reviews.

•

An investment is rated 2 if it is performing as agreed, but, in the opinion of the Adviser, there may be concerns about the company’s operating performance or trends in the industry. For these investments, in addition to monthly reports and quarterly asset reviews, the Adviser also researches any areas of concern with the objective of early intervention with the portfolio company.

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An investment will be assigned a rating of 3 if it is paying its obligations to us as agreed but a material covenant violation is expected. For these investments, in addition to monthly reports and quarterly asset reviews, the Adviser also adds the investment to its “watch list” and researches any areas of concern with the objective of early intervention with the portfolio company.

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An investment will be assigned a rating of 4 if a material covenant has been violated, but the company is making its scheduled payments on its obligations to us. For these investments, the Adviser generally prepares a bi-monthly asset review email and generally has monthly meetings with the portfolio company’s senior management. For investments where there have been material defaults, including bankruptcy filings, failures to achieve financial performance requirements or failure to maintain liquidity or loan-to-value requirements, the Adviser often will take immediate action to protect its position. These remedies may include negotiating for additional collateral, modifying investment terms or structure, or payment of amendment and waiver fees.

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A rating of 5 indicates an investment is in default on its interest and/or principal payments. For these investments, our Adviser reviews the investments on a bi-monthly basis and, where possible, pursues workouts that achieve an early resolution to avoid further deterioration of our investment. The Adviser retains legal counsel and takes actions to preserve our rights, which may include working with the portfolio company to have the default cured, to have the investment restructured or to have the investment repaid through a consensual workout.

The following table shows the distribution of our investments on the 1 to 5 investment performance rating scale at fair value as of June 30, 2022 and December 31, 2021. Investment performance ratings are accurate only as of those dates and may change due to subsequent developments relating to a portfolio company’s business or financial condition, market conditions or developments, and other factors.


	June 30, 2022						December 31, 2021
Investment	Investments at						Investments at
Performance	Fair Value			Percentage of			Fair Value			Percentage of
Rating	($ in millions)			Total Portfolio			($ in millions)			Total Portfolio
1	$	2,228.4			87.9	%	$	2,264.8			89.8	%
2		274.8			10.8			175.8			7.0
3		33.0			1.3			80.8			3.2
4		—			—			—			—
5		0.2	(1)		0.0			0.2	(1)		0.0
Total	$	2,536.4			100.0	%	$	2,521.6			100.0	%

(1)

Includes investments with an amortized cost of $1.5 million for which the fair value as of June 30, 2022 and December 31, 2021 was $0.

Results of Operations

Operating results for the three and six months ended June 30, 2022 and 2021 were as follows:


	Three Months Ended					Six Months Ended
($ in millions)	June 30, 2022			June 30, 2021		June 30, 2022			June 30, 2021
Total investment income	$	63.9		$	62.8	$	131.3		$	129.0
Less: Net expenses		22.3			35.2		53.7			68.7
Net investment income before income taxes		41.6			27.6		77.6			60.3
Less: Income taxes, including excise taxes		0.8			0.2		1.1			0.6
Net investment income		40.8			27.4		76.5			59.7
Net realized gains (1)		0.4			2.0		14.1			16.6
Net change in unrealized gains (losses) (1)		(54.7	)		29.0		(63.2	)		38.7
Net increase in net assets resulting from operations	$	(13.5	)	$	58.4	$	27.4		$	115.0

(1)

Includes foreign exchange hedging activity.

Investment Income


	Three Months Ended				Six Months Ended
($ in millions)	June 30, 2022		June 30, 2021		June 30, 2022		June 30, 2021
Interest from investments	$	61.2	$	60.9	$	126.6	$	123.8
Dividend income		1.1		0.8		1.4		1.8
Other income		1.6		1.1		3.3		3.4
Total investment income	$	63.9	$	62.8	$	131.3	$	129.0

Interest from investments, which includes amortization of upfront fees and prepayment fees, increased from $60.9 million for the three months ended June 30, 2021 to $61.2 million for the three months ended June 30, 2022. The increase in interest from investments was primarily the result of an increase in amendment fees and an increase in interest earned due to an increase in reference rates for the period ended June 30, 2022 compared to the same period in 2021. Accelerated amortization of upfront fees, which were primarily from unscheduled paydowns, increased from $0.9 million for the three months ended June 30, 2021 to $1.7 million for the three months ended June 30, 2022. Prepayment fees increased from $1.3 million for the three months ended June 30, 2021 to $1.5 million for the three months ended June 30, 2022. Accelerated amortization of upfront fees and prepayment fees primarily resulted from full paydowns on two portfolio investments, a partial paydown on one portfolio investment, realizations on two portfolio investments, and earning prepayment fees on two portfolio investments during the three months ended June 30, 2021 and from full paydowns on three portfolio investments, partial paydowns on three portfolio investments, a realization of one portfolio investment and earning prepayment fees on one portfolio investment during the three months ended June 30, 2022. Other income increased from $1.1 million for the three months ended June 30, 2021 to $1.6 million for the three months ended June 30, 2022, primarily due to increased amendment fees during the three months ended June 30, 2022 compared to the same period in 2021.

Interest from investments, which includes amortization of upfront fees and prepayment fees, increased from $123.8 million for the six months ended June 30, 2021 to $126.6 million for the six months ended June 30, 2022. The increase in interest from investments was primarily a result of an increase in prepayment fees related to paydowns and increase in interest earned due to an increase in reference rates from the period ended June 30, 2022 compared to the same period in 2021. Accelerated amortization of upfront fees from unscheduled paydowns decreased from $5.5 million for the six months ended June 30, 2021 to $3.4 million for the six months ended June 30, 2022. Prepayment fees increased from $4.7 million for the six months ended June 30, 2021 to $6.6 million for the six months ended June 30, 2022. Accelerated amortization of upfront fees and prepayment fees primarily resulted from full paydowns on five portfolio investments, partial paydowns on two portfolio investments, realizations on two portfolio investments and earning prepayment fees on five portfolio investments during the six months ended June 30, 2021 and full paydowns on seven portfolio investments, partial paydowns on seven portfolio investments, a partial realization of one portfolio investment, a realization of one portfolio investments and earning prepayment fees on eight portfolio investments during the six months ended June 30, 2022. Other income decreased from $3.4 million for the six months ended June 30, 2021 to $3.3 million for the six months ended June 30, 2022, primarily due to decreased miscellaneous fees earned during the six months ended June 30, 2022 compared to the same period in 2021.

Expenses

Operating expenses for the three and six months ended June 30, 2022 and 2021 were as follows:


	Three Months Ended					Six Months Ended
($ in millions)	June 30, 2022			June 30, 2021		June 30, 2022			June 30, 2021
Interest	$	11.9		$	10.2	$	21.6		$	19.1
Management fees (net of waivers)		9.5			9.3		18.8			18.0
Incentive fees related to pre-incentive fee net investment income		6.7			7.0		14.6			14.8
Incentive fees related to realized/unrealized capital gains		(9.1	)		5.6		(7.7	)		10.1
Professional fees		1.8			1.7		3.3			3.2
Directors fees		0.2			0.2		0.4			0.4
Other general and administrative		1.3			1.2		2.7			3.1
Net Expenses	$	22.3		$	35.2	$	53.7		$	68.7

Interest

Interest expense, including other debt financing expenses, increased from $10.2 million for the three months ended June 30, 2021 to $11.9 million for the three months ended June 30, 2022. This increase was primarily due to an increase in the average interest rate on our debt outstanding which was partially offset by a decrease in the average debt outstanding from $1,282.2 million for the three months ended June 30, 2021 to $1,156.4 million for the three months ended June 30, 2022. The average interest rate on our debt outstanding increased from 2.3% for the three months ended June 30, 2021 to 3.1% for the three months ended June 30, 2022.

Interest expense, including other debt financing expenses, increased from $19.1 million for the six months ended June 30, 2021 to $21.6 million for the six months ended June 30, 2022. This decrease was primarily due to an increase in the average interest rate on our debt outstanding from 2.3% for the six months ended June 30, 2021 to 2.7% for the six months ended June 30, 2022.

Management Fees

Management Fees (gross of waivers) increased from $9.4 million for the three months ended June 30, 2021 to $9.5 million for the three months ended June 30, 2022 due to an increase in average assets for the three months ended June 30, 2022 compared to the same period in 2021. Management Fees (net of waivers) increased from $9.3 million for the three months ended June 30, 2021 to $9.5 million for the three months ended June 30, 2022. The Adviser waived Management Fees of $0.1 million and less than $0.1 million, respectively, for the three months ended June 30, 2021 and 2022 pursuant to the Leverage Waiver.

Management Fees (gross of waivers) increased from $18.2 million for the six months ended June 30, 2021 to $18.8 million for the six months ended June 30, 2022 due to an increase in average assets for the six months ended June 30, 2022 compared to the same period in 2021. Management Fees (net of waivers) increased from $18.0 million for the six months ended June 30, 2021 to $18.8 million for the six months ended June 30, 2022. The Adviser waived Management Fees of $0.1 million and less than $0.1 million, respectively, for the six months ended June 30, 2021 and 2022 pursuant to the Leverage Waiver.

Incentive Fees

Incentive Fees related to pre-Incentive Fee net investment income decreased from $7.0 million for the three months ended June 30, 2021 to $6.7 million for the three months ended June 30, 2022 . This decrease resulted from an increase in interest expense for the three months ended June 30, 2022. The Adviser did not waive any Incentive Fees related to pre-Incentive Fee net investment income for the three months ended June 30, 2022 or 2021. For the three months ended June 30, 2022 and 2021, ($9.1) million and $5.6 million, respectively, of Incentive Fees were accrued related to Capital Gains Fees. As of June 30, 2022, these accrued Incentive Fees are not contractually payable to the Adviser.

Incentive Fees related to pre-Incentive Fee net investment income decreased from $14.8 million for the six months ended June 30, 2021 to $14.6 million for the six months ended June 30, 2022. This decrease resulted from an increase in interest expense for the six months ended June 30, 2022. The Adviser did not waive any Incentive Fees related to pre-Incentive Fee net investment income for the six months ended June 30, 2022 or 2021. For the six months ended June 30, 2022 and 2021, ($7.7) million and $10.1 million, respectively, of Incentive Fees were accrued related to Capital Gains Fees. As of June 30, 2022, these accrued Incentive Fees are not contractually payable to the Adviser.

Professional Fees and Other General and Administrative Expenses

Professional fees increased from $1.7 million for the three months ended June 30, 2021 to $1.8 million for the three months ended June 30, 2022. Other general and administrative expenses increased from $1.2 million for the three months ended June 30, 2021 to $1.3 million for the three months ended June 30, 2022.

Professional fees increased from $3.2 million for the six months ended June 30, 2021 to $3.3 million for the six months ended June 30, 2022. Other general and administrative expenses decreased from $3.1 million for the six months ended June 30, 2021 to $2.7 million for the six months ended June 30, 2022 primarily due to lower administrative services payable to the adviser.

Income Taxes, Including Excise Taxes

We have elected to be treated as a RIC under Subchapter M of the Code, and we intend to operate in a manner so as to continue to qualify for the tax treatment applicable to RICs. To qualify as a RIC, we must, among other things, distribute to our stockholders in each taxable year generally at least 90% of our investment company taxable income, as defined by the Code, and net tax-exempt income for that taxable year. To maintain our RIC status, we, among other things, have made and intend to continue to make the requisite distributions to our stockholders, which generally relieve us from corporate-level U.S. federal income taxes.

Depending on the level of taxable income earned in a tax year, we can be expected to carry forward taxable income (including net capital gains, if any) in excess of current year dividend distributions from the current tax year into the next tax year and pay a nondeductible 4% U.S. federal excise tax on such taxable income, as required. To the extent that we determine that our estimated current year annual taxable income will be in excess of estimated current year dividend distributions from such income, we accrue excise tax on estimated excess taxable income.

For the three and six months ended June 30, 2022, we recorded a net expense of $0.8 million and $1.1 million, respectively, for U.S. federal excise tax and other taxes. For the three and six months ended June 30, 2021, we recorded a net expense of $0.2 million and $0.6 million, respectively, for U.S. federal excise tax and other taxes.

Net Realized and Unrealized Gains and Losses

The following table summarizes our net realized and unrealized gains (losses) for the three and six months ended June 30, 2022 and 2021:


	Three Months Ended						Six Months Ended
($ in millions)	June 30, 2022			June 30, 2021			June 30, 2022			June 30, 2021
Net realized gains on investments	$	0.4		$	2.0		$	14.1		$	16.6
Net realized gains (losses) on foreign currency transactions		(0.0	)		0.0			(0.0	)		0.0
Net realized gains (losses) on foreign currency investments		0.0			(0.0	)		0.1			(0.0	)
Net realized gains (losses) on foreign currency borrowings		0.0			(0.0	)		(0.1	)		(0.0	)
Net Realized Gains (Losses)	$	0.4		$	2.0		$	14.1		$	16.6

Change in unrealized gains on investments	$	5.8		$	38.4		$	22.5		$	64.9
Change in unrealized losses on investments		(66.6	)		(8.4	)		(87.0	)		(23.5	)
Net Change in Unrealized Gains (Losses) on Investments	$	(60.8	)	$	30.0		$	(64.5	)	$	41.4
Unrealized gains on foreign currency borrowings		7.7			0.4			5.9			0.6
Unrealized losses on foreign currency cash		(0.0	)	—				(0.0	)	—
Unrealized losses on interest rate swaps		(1.6	)		(1.4	)		(4.6	)		(3.3	)
Net Change in Unrealized Gains (Losses) on Foreign Currency Transactions and Interest Rate Swaps	$	6.1		$	(1.0	)	$	1.3		$	(2.7	)

Net Change in Unrealized Gains (Losses)	$	(54.7	)	$	29.0		$	(63.2	)	$	38.7

For the three and six months ended June 30, 2022, we had net realized gains on investments of $0.4 million and $14.1 million, respectively, primarily driven by one investment and one investment, respectively. For the three and six months ended June 30, 2022, we had net realized losses of less than $0.1 million on foreign currency transactions, primarily as a result of translating foreign currency related to our non-USD denominated investments. For the three and six months ended June 30, 2022, we had net realized gains of less than $0.1 million and $0.1 million, respectively, on foreign currency investments. For the three months ended June 30, 2022, we had net realized gains of less than $0.1 million on foreign currency borrowings and for the six months ended June 30, 2022 we had net realized losses of $0.1 million on foreign currency borrowings. The net realized gains and losses on foreign currency borrowings were a result of payments on our revolving credit facility.

For the three months ended June 30, 2022, we had $5.8 million in unrealized gains on 6 portfolio company investments, which was offset by $66.6 million in unrealized losses on 90 portfolio company investments. Unrealized gains resulted from an increase in fair value, primarily due to positive portfolio company specific developments. Unrealized losses primarily resulted from widening credit spreads, and also lesser impacts from the reversal of prior period unrealized gains due to realizations and negative portfolio company specific developments. For the six months ended June 30, 2022, we had $22.5 million in unrealized gains on 9 portfolio company investments, which was offset by $87.0 million in unrealized losses on 91 portfolio company investments. Unrealized gains resulted from an increase in fair value, primarily due to positive portfolio company specific developments. Unrealized losses primarily resulted from widening credit spreads, and also lesser impacts from the reversal of prior period unrealized gains due to realizations and negative portfolio company specific developments.

For the three and six months ended June 30, 2022, we had unrealized gains on foreign currency borrowings of $7.7 million and $5.9 million, respectively, on foreign currency borrowings, as a result of fluctuations in the AUD, CAD, EUR and GBP exchange rates. For the three and six months ended June 30, 2022, we had unrealized losses on foreign currency cash of less than $0.1 million.

For the three and six months ended June 30, 2022, we had unrealized losses on interest rate swaps of $1.6 million and $4.6 million, respectively, due to fluctuations in interest rates and the periodic settlement of interest rate swaps.

For the three and six months ended June 30, 2021, we had net realized gains on investments of $2.0 million and $16.6 million respectively, primarily driven by one investment and three investments, respectively. For the three and six months ended June 30, 2021, we had net realized gains of less than $0.1 million on foreign currency transactions, primarily as a result of translating foreign currency related to our non-USD denominated investments. For the three and six months ended June 30, 2021, we had net realized losses of less than $0.1 million, on foreign currency investments. For the three and six months ended June 30, 2021, we had net realized losses of less than $0.1 million, on foreign currency borrowings. The net realized losses on foreign currency borrowings were a result of payments on our revolving credit facility.

For the three months ended June 30, 2021 we had $38.4 million in unrealized gains on 47 portfolio company investments, which was offset by $8.4 million in unrealized losses on 25 portfolio company investments. Unrealized gains resulted from an increase in fair value, primarily due to tightening of credit spreads and positive portfolio company specific developments. Unrealized losses primarily resulted from the unwind of prior period unrealized gains due to realizations and negative portfolio company specific developments. For the six months ended June 30, 2021 we had $64.9 million in unrealized gains on 56 portfolio company investments, which was offset by $23.5 million in unrealized losses on 23 portfolio company investments. Unrealized gains resulted from an increase in fair value, primarily due to tightening of credit spreads and positive portfolio company specific developments. Unrealized losses primarily resulted from the unwind of prior period unrealized gains due to realizations and negative portfolio company specific developments.

For the three and six months ended June 30, 2021, we had unrealized gains on foreign currency borrowings of $0.4 million and $0.6 million, respectively, as a result of fluctuations in the AUD, CAD and EUR exchange rates. For the three and six months ended June 30, 2021, we had unrealized losses on interest rate swaps of $1.4 million and $3.3 million, respectively, due to fluctuations in interest rates and the periodic settlement of interest rate swaps.

Realized Gross Internal Rate of Return

Since we began investing in 2011 through June 30, 2022 weighted by capital invested, our exited investments have generated an average realized gross internal rate of return to us of 18.4% (based on total capital invested of $6.3 billion and total proceeds from these exited investments of $7.9 billion). Ninety-two percent of these exited investments resulted in a realized gross internal rate of return to us of 10% or greater.

Gross IRR, with respect to an investment, is calculated based on the dates that we invested capital and dates we received distributions, regardless of when we made distributions to our stockholders. Initial investments are assumed to occur at time zero, and all cash flows are deemed to occur on the fifteenth of each month in which they occur.

Gross IRR reflects historical results relating to our past performance and is not necessarily indicative of our future results. In addition, gross IRR does not reflect the effect of Management Fees, expenses, Incentive Fees or taxes borne, or to be borne, by us or our stockholders, and would be lower if it did.

Average gross IRR is the average of the gross IRR for each of our exited investments (each calculated as described above), weighted by the total capital invested for each of those investments.

Average gross IRR on our exited investments reflects only invested and realized cash amounts as described above, and does not reflect any unrealized gains or losses in our portfolio.

Internal rate of return, or IRR, is a measure of our discounted cash flows (inflows and outflows). Specifically, IRR is the discount rate at which the net present value of all cash flows is equal to zero. That is, IRR is the discount rate at which the present value of total capital invested in each of our investments is equal to the present value of all realized returns from that investment. Our IRR calculations are unaudited.

Capital invested, with respect to an investment, represents the aggregate cost basis allocable to the realized or unrealized portion of the investment, net of any upfront fees paid at closing for the term loan portion of the investment. Capital invested also includes realized losses on hedging activity, with respect to an investment, which represents any inception-to-date realized losses on foreign currency forward contracts or foreign currency borrowings allocable to the investment, if any.

Realized returns, with respect to an investment, represents the total cash received with respect to each investment, including all amortization payments, interest, dividends, prepayment fees, upfront fees (except upfront fees paid at closing for the term loan portion of an investment), administrative fees, agent fees, amendment fees, accrued interest, and other fees and proceeds. Realized returns also include realized gains on hedging activity, with respect to an investment, which represents any inception-to-date realized gains on foreign currency forward contracts or foreign currency borrowings allocable to the investment, if any.

Interest Rate and Foreign Currency Hedging

We use interest rate swaps to hedge our fixed rate debt and certain fixed rate investments. We have designated certain interest rate swaps to be in a hedge accounting relationship. See Note 2 for additional disclosure regarding our accounting for derivative instruments designated in a hedge accounting relationship. See Note 5 for additional disclosure regarding these derivative instruments and the interest payments paid and received. See Note 7 for additional disclosure regarding the carrying value of our debt. Our current approach to hedging the foreign currency exposure in our non-U.S. dollar denominated investments is primarily to borrow the par amount in local currency under our Revolving Credit Facility to fund these investments.

For the three and six months ended June 30, 2022, we incurred $7.7 million and $5.9 million of unrealized gains, respectively, on the translation of our non-U.S. dollar denominated debt into U.S. dollars; such amounts approximate the corresponding unrealized gains and losses on the translation of our non-U.S. dollar denominated investments into U.S. dollars for the three and six months ended June 30, 2022 and 2021.

For the three and six months ended June 30, 2021, we incurred $0.4 million and $0.6 million of unrealized gains, respectively, on the translation of our non-U.S. dollar denominated debt into U.S. dollars; such amounts approximate the corresponding unrealized gains and losses on the translation of our non-U.S. dollar denominated investments into U.S. dollars for the three and six months ended June 30, 2021.

See Note 2 for additional disclosure regarding our accounting for foreign currency. See Note 7 for additional disclosure regarding the amounts of outstanding debt denominated in each foreign currency at June 30, 2022. See our consolidated schedule of investments for additional disclosure regarding the foreign currency amounts (in both par and fair value) of our non-U.S. dollar denominated investments.

Financial Condition, Liquidity and Capital Resources

Our liquidity and capital resources are derived primarily from proceeds from equity issuances, advances from our credit facilities, and cash flows from operations. The primary uses of our cash and cash equivalents are:

•

investments in portfolio companies and other investments and to comply with certain portfolio diversification requirements;

•

the cost of operations (including paying our Adviser);

•

debt service, repayment, and other financing costs; and

•

cash dividends to the holders of our shares.

We intend to continue to generate cash primarily from cash flows from operations, future borrowings and future offerings of securities. We may from time to time enter into additional debt facilities, increase the size of existing facilities or issue debt securities. Any such incurrence or issuance would be subject to prevailing market conditions, our liquidity requirements, contractual and regulatory restrictions and other factors. In accordance with the 1940 Act, with certain limited exceptions, we are only allowed to incur borrowings, issue debt securities or issue preferred stock if immediately after the borrowing or issuance the ratio of total assets (less total liabilities other than indebtedness) to total indebtedness plus preferred stock, is at least 150%. For more information, see “Key Components of Our Results of Operations — Leverage” above. As of June 30, 2022 and December 31, 2021, our asset coverage ratio was 194.3% and 205.4%, respectively. We carefully consider our unfunded commitments for the purpose of planning our capital resources and ongoing liquidity, including our financial leverage. Further, we maintain sufficient borrowing capacity within the 150% asset coverage limitation under the 1940 Act and the asset coverage limitation under our credit facilities to cover any outstanding unfunded commitments we are required to fund.

Cash and cash equivalents as of June 30, 2022, taken together with cash available under our credit facilities, is expected to be sufficient for our investing activities and to conduct our operations in the near term. As of June 30, 2022, we had approximately $1.2 billion of availability on our Revolving Credit Facility, subject to asset coverage limitations.

As of June 30, 2022, we had $27.2 million in cash and cash equivalents, including $21.4 million of restricted cash, an increase of $11.2 million from December 31, 2021. During the six months ended June 30, 2022, cash used in operating activities was $34.7 million, primarily attributable to funding portfolio investments of $438.4 million, and other operating activity of $13.2 million which

was partially offset by repayments and proceeds from investments of $389.5 million and an increase in net assets resulting from operations of $27.4 million. Cash provided by financing activities was $45.9 million during the period due to borrowings of $498.7 million, which was partially offset by paydowns on our Revolving Credit Facility of $387.6 million, dividends paid of $60.9 million, and deferred financing costs of $4.3 million.

As of June 30, 2022, we had $19.1 million of restricted cash pledged as collateral under our interest rate swap agreements, an increase of $4.7 million from December 31, 2021 primarily due to a decrease in the fair value of our swaps.

Equity

On February 23, 2021, we issued a total of 4,000,000 shares of common stock at $21.30 per share. Net of underwriting fees and offering costs, we received total cash proceeds of $84.9 million. Subsequent to the offering we issued an additional 49,689 shares in March 2021 pursuant to the overallotment option granted to underwriters and received, net of underwriting fees, total cash proceeds of $1.0 million.

In December 2021, we issued a total of 2,324,820 shares of common stock, or $42.3 million as settlement for the conversion of $42.8 million principal amount of the 2022 Convertible Notes.

During the six months ended June 30, 2022 and 2021, we also issued 567,973 and 915,785 shares of our common stock, respectively, to investors who have not opted out of our dividend reinvestment plan for proceeds of $12.6 million and $19.0 million, respectively. On July15, 2022, we issued 294,337 shares of our common stock through our dividend reinvestment plan for proceeds of $5.2 million, which is not reflected in the number of shares issued for the six months ended June 30, 2022 in this section or the consolidated financial statements for the three and six months ended June 30, 2022.

On August 4, 2015, our Board authorized us to acquire up to $50 million in aggregate of our common stock from time to time over an initial six month period, and has continued to authorize the refreshment of the $50 million amount authorized under and extension of the stock repurchase program prior to its expiration since that time, most recently as of May 3, 2022. The amount and timing of stock repurchases under the program may vary depending on market conditions, and no assurance can be given that any particular amount of common stock will be repurchased.

No shares were repurchased during the six months ended June 30, 2022 and 2021.

Debt

Debt obligations consisted of the following as of June 30, 2022 and December 31, 2021:


	June 30, 2022
	Aggregate Principal		Outstanding		Amount		Carrying
($ in millions)	Amount Committed		Principal		Available (1)		Value (2)(3)
Revolving Credit Facility	$	1,585.0	$	421.7	$	1,163.3	$	407.0
2022 Convertible Notes		100.0		100.0	—			100.0
2023 Notes		150.0		150.0	—			149.6
2024 Notes		347.5		347.5	—			331.7
2026 Notes		300.0		300.0	—			266.7
Total Debt	$	2,482.5	$	1,319.2	$	1,163.3	$	1,255.0

(1)

The amount available may be subject to limitations related to the borrowing base under the Revolving Credit Facility and asset coverage requirements.

(2)

(3)


	December 31, 2021
	Aggregate Principal		Outstanding		Amount		Carrying
($ in millions)	Amount Committed		Principal		Available (1)		Value (2)(3)
Revolving Credit Facility	$	1,510.0	$	316.4	$	1,193.6	$	304.6
2022 Convertible Notes		100.0		100.0	—			99.7
2023 Notes		150.0		150.0	—			149.3
2024 Notes		347.5		347.5	—			347.9
2026 Notes		300.0		300.0	—			284.5
Total Debt	$	2,407.5	$	1,213.9	$	1,193.6	$	1,186.0

(1)

The amount available may be subject to limitations related to the borrowing base under the Revolving Credit Facility and asset coverage requirements.

(2)

The carrying values of the Revolving Credit Facility, 2022 Convertible Notes, 2023 Notes, 2024 Notes and 2026 Notes are presented net of the combination of deferred financing costs and original issue discounts totaling $11.8 million, $0.3 million, $0.7 million and $4.0 million and $5.3 million, respectively.

(3)

The carrying values of the 2024 Notes and 2026 Notes are presented inclusive of an incremental $4.4 million and ($10.2) million, which represents an adjustment in the carrying values of the 2024 Notes and 2026 Notes, each resulting from a hedge accounting relationship.

As of June 30, 2022 and December 31, 2021, we were in compliance with the terms of our debt arrangements. We intend to continue to utilize our credit facilities to fund investments and for other general corporate purposes.

Revolving Credit Facility

On August 23, 2012, we entered into a senior secured revolving credit agreement with Truist Bank (as successor by merger to SunTrust Bank), as administrative agent, and J.P. Morgan Chase Bank, N.A., as syndication agent, and certain other lenders (as amended and restated, the “Revolving Credit Facility”).

As of March 31, 2022, aggregate commitments under the facility were $1.510 billion. Pursuant to an amendment to the Revolving Credit Facility dated as of April 25, 2022 (the “Twelfth Amendment”), the aggregate commitments under the facility were increased to $1.585 billion. The facility includes an uncommitted accordion feature that allows us, under certain circumstances, to increase the size of the facility to up to $2.0 billion.

Pursuant to the Twelfth Amendment, with respect to $1.510 billion in commitments, the revolving period, during which period we, subject to certain conditions, may make borrowings under the facility, was extended to April 24, 2026 and the stated maturity date was extended to April 23, 2027. For the remaining $75.0 million of commitments, (A) with respect to $25.0 million of commitments, the revolving period ends January 31, 2024 and the stated maturity is January 31, 2025 and (B) with respect to $50.0 million of commitments, the revolving period ends on February 4, 2025 and the stated maturity is February 4, 2026.

Pursuant to an amendment to the Revolving Credit Facility dated as of May 19, 2022 (the “Thirteenth Amendment”), certain non-substantive administrative and operational elements were updated.

We may borrow amounts in U.S. dollars or certain other permitted currencies. As of June 30, 2022, we had outstanding debt denominated in Australian Dollars (AUD) of 59.0 million, British pounds (GBP) of 4.7 million, Canadian Dollars (CAD) of 111.5 million, and Euro (EUR) of 9.6 million on our Revolving Credit Facility, included in the Outstanding Principal amount in the table above.

The Revolving Credit Facility also provides for the issuance of letters of credit up to an aggregate amount of $75.0 million. As of June 30, 2022 we had less than $0.1 million letters of credit issued through the Revolving Credit Facility and as of December 31, 2021, we had no outstanding letters of credit issued through the Revolving Credit Facility. The amount available for borrowing under the Revolving Credit Facility is reduced by any letters of credit issued through the Revolving Credit Facility.

Amounts drawn under the Revolving Credit Facility, including amounts drawn in respect of letters of credit, bear interest at either the applicable reference rate plus an applicable credit spread adjustment, plus a margin of either 1.75% or 1.875%, or the base rate plus a margin of either 0.75% or 0.875%, in each case, based on the total amount of the borrowing base relative to the sum of the total commitments (or, if greater, the total exposure) under the Revolving Credit Facility plus certain other designated secured debt. We may elect either the applicable reference rate or base rate at the time of drawdown, and loans may be converted from one rate to another at any time, subject to certain conditions. We also pay a fee of 0.375% on undrawn amounts and, in respect of each undrawn letter of credit, a fee and interest rate equal to the then applicable margin while the letter of credit is outstanding.

The Revolving Credit Facility is guaranteed by Sixth Street SL SPV, LLC, TC Lending, LLC and Sixth Street SL Holding, LLC. The Revolving Credit Facility is secured by a perfected first-priority security interest in substantially all the portfolio investments held by us and each guarantor. Proceeds from borrowings may be used for general corporate purposes, including the funding of portfolio investments.

•

an asset coverage ratio of no less than 1.5 to 1 on the last day of any fiscal quarter;

•

stockholders’ equity of at least $500 million plus 25% of the net proceeds of the sale of equity interests after January 31, 2020; and

•

minimum asset coverage ratio of no less than 2 to 1 with respect to (i) the consolidated assets of the Company and the subsidiary guarantors (including certain limitations on the contribution of equity in financing subsidiaries) to (ii) the secured debt of the Company and its subsidiary guarantors plus unsecured senior securities of the Company and its subsidiary guarantors that mature within 90 days of the date of determination (the “Obligor Asset Coverage Ratio”).

The Revolving Credit Facility also contains certain additional concentration limits in connection with the calculation of the borrowing base, based on the Obligor Asset Coverage Ratio.

2022 Convertible Notes

In February 2017, we issued in a private offering $115.0 million aggregate principal amount convertible notes due August 2022 (the “2022 Convertible Notes”). The 2022 Convertible Notes were issued in a private placement only to qualified institutional buyers pursuant to Rule 144A under the Securities Act. The 2022 Convertible Notes are unsecured, and bear interest at a rate of 4.50% per year, payable semiannually. In June 2018, we issued in a registered public offering an additional $57.5 million aggregate principal amount of 2022 Convertible Notes. The additional 2022 Convertible Notes were issued with identical terms, and are fungible with and are part of a single series with the previously outstanding $115.0 million aggregate principal amount of our 2022 Convertible Notes issued in February 2017. The 2022 Convertible Notes will mature on August 1, 2022. The 2022 Convertible Notes will be convertible into a combination of cash and shares of our common stock, at our election. As of June 30, 2022, the estimated adjusted conversion price was approximately $17.92 per share of common stock. In connection with the offering of 2022 Convertible Notes in February 2017 and the reopening in June 2018, we entered into interest rate swaps to align the interest rates of our liabilities with our investment portfolio, which consists of predominately floating rate loans. The notional amount of the interest rate swaps matches the amount of principal outstanding, and matures on August 1, 2022, matching the maturity date of the 2022 Convertible Notes.

During the year ended December 31, 2020, we repurchased on the open market and extinguished $29.7 million in aggregate principal amount of the 2022 Convertible Notes for $29.5 million. These repurchases resulted in a gain on extinguishment of debt of less than $0.7 million. This gain is included in the extinguishment of debt in the accompanying consolidated statements of operations. In connection with the repurchases of the 2022 Convertible Notes, we entered into floating-to-fixed interest rate swaps with an aggregate notional amount equal to the amount of 2022 Convertible Notes repurchased, which had the effect of reducing the notional exposure of the fixed-to-floating interest rate swaps, which were entered into in connection with the issuance of the 2022 Convertible Notes, to match the remaining principal amount of the 2022 Convertible Notes outstanding. As a result of the swaps, our effective interest rate on the outstanding 2022 Convertible Notes is three-month LIBOR plus 2.11% (on a weighted-average basis).

On September 30, 2021, we notified the trustee and holders of the 2022 Convertible Notes that the terms of one of the conversion features had been met and the notes were eligible for conversion at the option of the holders. The notes remained convertible until October 12, 2021. During this period $42.8 million aggregate principal amount of notes were surrendered for conversion and we elected combination settlement. During the three months ended December 31, 2021, $42.8 million of principal of the 2022 Convertible Notes were converted and were settled with a combination of cash and 2,324,820 shares of our common stock. In connection with the settlement of the 2022 Convertible Notes, we entered into a floating-to-fixed interest rate swap with an aggregate notional amount equal to the amount of 2022 Convertible Notes settled, which had the effect of reducing the notional exposure of the fixed-to-floating interest rate swaps, which were entered into in connection with the issuance of the 2022 Convertible Notes, to match the remaining principal amount of the 2022 Convertible Notes outstanding. As a result of the swaps, our effective interest rate on the outstanding 2022 Convertible Notes is three-month LIBOR plus 2.11% (on a weighted-average basis).

On January 26, 2022, we notified the trustee and holders of the 2022 Convertible Notes that the terms of settlement for the notes at our election are a combination settlement of cash and stock to occur after the 40 day observation period described in the notes indenture. We have elected to settle any 2022 Convertible Notes that are converted between February 1, 2022 and August 1, 2022 with a specified cash amount (as defined in the indenture governing the 2022 Convertible Notes) of $20.00 per $1,000 principal amount of the 2022 Convertible Notes and any additional amounts in stock based on the applicable conversion rate as described in the indenture.

The 2022 Convertible Notes are our unsecured obligations and rank senior in right of payment to our future indebtedness that is expressly subordinated in right of payment to the 2022 Convertible Notes; equal in right of payment to our existing and future indebtedness that is not so subordinated; effectively junior in right of payment to any of our secured indebtedness (including unsecured indebtedness that we later secure) to the extent of the value of the assets securing such indebtedness; and structurally junior to all existing and future indebtedness (including trade payables) incurred by our subsidiaries, financing vehicles or similar facilities.

The indenture governing the 2022 Convertible Notes contains certain covenants, including covenants requiring us to comply with the applicable asset coverage ratio requirement under the 1940 Act and to provide financial information to the holders of the 2022 Convertible Notes under certain circumstances. These covenants are subject to important limitations and exceptions that are described in the indenture governing the 2022 Convertible Notes. As of June 30, 2022, we were in compliance with the terms of the indenture governing the 2022 Convertible Notes.

The 2022 Convertible Notes are accounted for in accordance with ASC Topic 470-20. During the period ended March 31, 2021, we early adopted ASU 2020-06 and in accordance with this guidance reclassified the remaining unamortized discount on the 2022 Convertible Notes from the carrying value of the instrument to “additional paid-in capital” in the accompanying consolidated balance sheet. As a requirement under ASU 2020-06 we calculate diluted earnings per shares using the if-converted method which assumes full share settlement for the aggregate value of the 2022 Convertible Notes.

The average daily closing price of our common stock for the six months ended June 30, 2022 was greater than the estimated adjusted conversion price for the 2022 Convertible Notes outstanding as of June 30, 2022.

On August 1, 2022, the 2022 Convertible Notes matured in accordance with the governing indenture. Holders of $79.2 million aggregate principal amount of notes provided valid notice of conversion and were subject to the combination settlement method previously elected by us. In accordance with the settlement method, we issued a total of 4,360,125 shares of common stock, or $78.1 million at the adjusted conversion price per share of $17.92. The remaining balance of the notes that were not converted into newly issued shares of common stock were settled with existing cash resources, including through utilization of our Revolving Credit Facility. The interest rate swaps associated with the principal amount of the notes outstanding were terminated on the date of maturity of the 2022 Convertible Notes.

2023 Notes

In January 2018, we issued $150.0 million aggregate principal amount of unsecured notes that mature on January 22, 2023 (the “2023 Notes”). The principal amount of the 2023 Notes is payable at maturity. The 2023 Notes bear interest at a rate of 4.50% per year, payable semi-annually commencing on July 22, 2018, and may be redeemed in whole or in part at our option at any time at par plus a “make whole” premium. Total proceeds from the issuance of the 2023 Notes, net of underwriting discounts and offering costs, were $146.9 million. We used the net proceeds of the 2023 Notes to repay outstanding indebtedness under the Revolving Credit Facility.

In connection with the 2023 Notes offering, we entered into an interest rate swap to align the interest rates of our liabilities with our investment portfolio, which consists of predominately floating rate loans. The notional amount of the interest rate swap is $150.0 million, which matures on January 22, 2023, matching the maturity date of the 2023 Notes. As a result of the swap, our effective interest rate on the 2023 Notes is three-month LIBOR plus 1.99%.

2024 Notes

In November 2019, we issued $300.0 million aggregate principal amount of unsecured notes that mature on November 1, 2024 (the “2024 Notes”). The principal amount of the 2024 Notes is payable at maturity. The 2024 Notes bear interest at a rate of 3.875% per year, payable semi-annually commencing on May 1, 2020, and may be redeemed in whole or in part at our option at any time at par plus a “make whole” premium. Total proceeds from the issuance of the 2024 Notes, net of underwriting discounts, offering costs and original issue discount were $292.9 million. We used the net proceeds of the 2024 Notes to repay outstanding indebtedness under the Revolving Credit Facility.

On February 5, 2020, we issued an additional $50.0 million aggregate principal amount of unsecured notes that mature on November 1, 2024. The additional 2024 Notes are a further issuance of, fungible with, rank equally in right of payment with and have

the same terms (other than the issue date and the public offering price) as the initial issuance of 2024 Notes. Total proceeds from the issuance of the additional 2024 Notes, net of underwriting discounts, offering costs and original issue premium were $50.1 million. We used the net proceeds of the 2024 Notes to repay outstanding indebtedness under the Revolving Credit Facility.

In connection with the 2024 Notes offering and reopening of the 2024 Notes, we entered into interest rate swaps to align the interest rates of our liabilities with our investment portfolio, which consists of predominately floating rate loans. The notional amount of the two interest rates swaps is $300.0 million and $50.0 million, respectively, each of which matures on November 1, 2024, matching the maturity date of the 2024 Notes. As a result of the swaps, our effective interest rate on the 2024 Notes is three-month LIBOR plus 2.28% (on a weighted average basis).

During the year ended December 31, 2020, we repurchased on the open market and extinguished $2.5 million in aggregate principal amount of the 2024 Notes for $2.4 million. These repurchases resulted in a gain on extinguishment of debt of less than $0.1 million. This gain is included in the extinguishment of debt in the accompanying consolidated statements of operations. In connection with the repurchase of the 2024 Notes, we entered into a floating-to-fixed interest rate swap with a notional amount equal to the amount of 2024 Notes repurchased, which had the effect of reducing the notional exposure of the fixed-to-floating interest rate swaps, which were entered into in connection with the issuance of the 2024 Notes, to match the remaining principal amount of the 2024 Notes outstanding. As a result of the swap, our effective interest rate on the outstanding 2024 Notes is three-month LIBOR plus 2.28% (on a weighted average basis).

2026 Notes

On February 3, 2021, we issued $300.0 million aggregate principal amount of unsecured notes that mature on August 1, 2026 (the “2026 Notes”). The principal amount of the 2026 Notes is payable at maturity. The 2026 Notes bear interest at a rate of 2.50% per year, payable semi-annually commencing on August 1, 2021, and may be redeemed in whole or in part at our option at any time at par plus a “make whole” premium. Total proceeds from the issuance of the 2026 Notes, net of underwriting discounts, offering costs and original issue discount were $293.7 million. We used the net proceeds of the 2026 Notes to repay outstanding indebtedness under the Revolving Credit Facility.

In connection with the issuance of the 2026 Notes, we entered into an interest rate swap to align the interest rates of our liabilities with our investment portfolio, which consists of predominately floating rate loans. The notional amount of the interest rate swap is $300.0 million, which matures on August 1, 2026, matching the maturity date of the 2026 Notes. As a result of the swap, our effective interest rate on the 2026 Notes is three-month LIBOR plus 1.91%.

Off-Balance Sheet Arrangements

Portfolio Company Commitments

From time to time, we may enter into commitments to fund investments. We incorporate these commitments into our assessment of our liquidity position. Our senior secured revolving loan commitments are generally available on a borrower’s demand and may remain outstanding until the maturity date of the applicable loan. Our senior secured delayed draw term loan commitments are generally available on a borrower’s demand and, once drawn, generally have the same remaining term as the associated loan agreement. Undrawn senior secured delayed draw term loan commitments generally have a shorter availability period than the term of the associated loan agreement. As of June 30, 2022 and December 31, 2021, we had the following commitments to fund investments in current portfolio companies:


($ in millions)	June 30, 2022		December 31, 2021
Alpha Midco, Inc. - Delayed Draw	$	2.3	$	4.4
American Achievement, Corp. - Revolver		2.4		2.4
ASG II, LLC - Delayed Draw		8.5	—
AvidXchange, Inc. - Delayed Draw		0.8		1.0
Axonify, Inc. - Delayed Draw		8.0		6.9
Bayshore Intermediate #2, L.P. - Revolver		2.4		2.4
BCTO Ace Purchaser, Inc. - Delayed Draw		10.3	—
Bear OpCo, LLC - Delayed Draw		3.3	—
Biohaven Pharmaceuticals, Inc. - Delayed Draw	—			12.5
BlueSnap, Inc. - Delayed Draw & Revolver		12.5		12.5
CrunchTime Information Systems, Inc. - Delayed Draw		7.1	—
Clinicient, Inc. - Revolver	—			1.6
DaySmart Holdings, LLC - Delayed Draw	—			4.6
Destiny Solutions Parent Holding Company - Delayed Draw	—			6.5
Dye & Durham Corp. - Delayed Draw & Revolver		7.7		7.9
Elysian Finco Ltd. - Delayed Draw & Revolver		7.9	—
Employment Hero Holdings Pty Ltd. - Delayed Draw & Revolver		15.8		16.7
EMS Linq, Inc. - Revolver		8.8		8.8
ExtraHop Networks, Inc. - Delayed Draw		20.8		24.4
ForeScout Technologies, Inc. - Revolver		0.2		0.5
G Treasury SS, LLC - Delayed Draw		2.6		6.9
Ibis Intermediate Co. - Delayed Draw		6.3		6.3
IntelePeer Holdings, Inc. - Delayed Draw	—			2.6
IRGSE Holding Corp. - Revolver		0.2		0.7
Kyriba Corp. - Revolver		0.0		0.0
Lithium Technologies, LLC - Revolver		2.0		2.0
Lucidworks, Inc. - Delayed Draw & Revolver		0.8		3.3
Murchison Oil and Gas, LLC - Delayed Draw		9.8	—
Netwrix Corp. - Delayed Draw & Revolver		22.6		6.4
Neuintel, LLC - Delayed Draw		6.4		8.6
PageUp People, Ltd. - Delayed Draw		28.5		30.2
Passport Labs, Inc. - Delayed Draw & Revolver		5.6		8.3
Piano Software, Inc. - Delayed Draw		2.5	—
PrimePay Intermediate, LLC - Delayed Draw		5.3		8.0
PrimeRevenue, Inc. - Delayed Draw & Revolver		6.5		6.5
Project44, Inc. - Delayed Draw		19.9		19.9
ReliaQuest Holdings, LLC - Delayed Draw & Revolver		25.7		29.9
Tango Management Consulting, LLC - Delayed Draw & Revolver		29.0		38.8
TRP Assets, LLC - Delayed Draw		18.0		18.0
Verdad Resources Intermediate Holdings, LLC - Delayed Draw	—			7.8
WideOrbit, Inc. - Revolver		4.8		4.8
Workwell Acquisition Co. - Delayed Draw		5.6		10.0
Total Portfolio Company Commitments (1)(2)	$	320.9	$	332.1

(1)

Represents the full amount of our commitments to fund investments on such date. Commitments may be subject to limitations on borrowings set forth in the agreements between us and the applicable portfolio company. As a result, portfolio companies may not be eligible to borrow the full commitment amount on such date.

(2)

Our estimate of the fair value of the current investments in these portfolio companies includes an analysis of the fair value of any unfunded commitments.

Other Commitments and Contingencies

As of June 30, 2022 and December 31, 2021, we did not have any unfunded commitments to fund new investments to new borrowers that were not current portfolio companies as of such date.

We have certain contracts under which we have material future commitments. Under the Investment Advisory Agreement, our Adviser provides us with investment advisory and management services. For these services, we pay the Management Fee and the Incentive Fee.

Under the Administration Agreement, our Adviser furnishes us with office facilities and equipment, provides us clerical, bookkeeping and record keeping services at such facilities and provides us with other administrative services necessary to conduct our day-to-day operations. We reimburse our Adviser or its affiliates for the allocable portion (subject to the review and approval of our Board) of expenses incurred by it in performing its obligations under the Administration Agreement, and the fees and expenses associated with performing compliance functions. Such reimbursable amounts include the allocable portion of the compensation of our Chief Compliance Officer, Chief Financial Officer and other professionals who provide operational and administrative services to us pursuant to the Administration Agreement. We reimburse the Adviser (or its affiliates) for the allocable portion of the compensation paid by the Adviser (or its affiliates) to such individuals based on a percentage of time those individuals devote, on an estimated basis, to our business and affairs. We may also reimburse the Adviser or its affiliates for the allocable portion of overhead expenses (including rent, office equipment and utilities) attributable thereto. Our Adviser also offers on our behalf significant managerial assistance to those portfolio companies to which we are required to offer to provide such assistance.

Contractual Obligations

A summary of our contractual payment obligations as of June 30, 2022 is as follows:


	Payments Due by Period
			Less than
($ in millions)	Total		1 year		1-3 years		3-5 years		After 5 years
Revolving Credit Facility	$	421.7	$	—	$	—	$	421.7	$	—
2022 Convertible Notes		100.0		100.0		—		—		—
2023 Notes		150.0		150.0		—		—		—
2024 Notes		347.5		—		347.5		—		—
2026 Notes		300.0		—		—		300.0		—
Total Contractual Obligations	$	1,319.2	$	250.0	$	347.5	$	721.7	$	—

In addition to the contractual payment obligations in the tables above, we also have commitments to fund investments and to pledge assets as collateral under the terms of our derivatives agreements.

Distributions

We have elected and qualified to be treated for U.S. federal income tax purposes as a RIC under subchapter M of the Code. To maintain our RIC status, we must distribute (or be treated as distributing) in each taxable year dividends for tax purposes equal to at least 90 percent of the sum of our:

•

investment company taxable income (which is generally our ordinary income plus the excess of realized net short-term capital gains over realized net long-term capital losses), determined without regard to the deduction for dividends paid, for such taxable year; and

•

net tax-exempt interest income (which is the excess of our gross tax-exempt interest income over certain disallowed deductions) for such taxable year.

As a RIC, we (but not our stockholders) generally will not be subject to U.S. federal income tax on investment company taxable income and net capital gains that we distribute to our stockholders.

We intend to distribute annually all or substantially all of such income. To the extent that we retain our net capital gains or any investment company taxable income, we generally will be subject to corporate-level U.S. federal income tax. We may choose to retain our net capital gains or any investment company taxable income, and pay the U.S. federal excise tax described below.

Amounts not distributed on a timely basis in accordance with a calendar year distribution requirement are subject to a nondeductible 4% U.S. federal excise tax payable by us. To avoid this tax, we must distribute (or be treated as distributing) during each calendar year an amount at least equal to the sum of:

•

98% of our net ordinary income excluding certain ordinary gains or losses for that calendar year;

•

98.2% of our capital gain net income, adjusted for certain ordinary gains and losses, recognized for the twelve-month period ending on October 31 of that calendar year; and

•

100% of any income or gains recognized, but not distributed, in preceding years.

While we intend to distribute any income and capital gains in the manner necessary to minimize imposition of the 4% U.S. federal excise tax, sufficient amounts of our taxable income and capital gains may not be distributed to avoid entirely the imposition of this tax. In that event, we will be liable for this tax only on the amount by which we do not meet the foregoing distribution requirement.

We intend to pay quarterly dividends to our stockholders out of assets legally available for distribution. All dividends will be paid at the discretion of our Board and will depend on our earnings, financial condition, maintenance of our RIC status, compliance with applicable BDC regulations and such other factors as our Board may deem relevant from time to time.

To the extent our current taxable earnings for a year fall below the total amount of our distributions for that year, a portion of those distributions may be deemed a return of capital to our stockholders for U.S. federal income tax purposes. Thus, the source of a distribution to our stockholders may be the original capital invested by the stockholder rather than our income or gains. Stockholders should read any written disclosure carefully and should not assume that the source of any distribution is our ordinary income or gains.

We have adopted an “opt out” dividend reinvestment plan for our common stockholders. As a result, if we declare a cash dividend or other distribution, each stockholder that has not “opted out” of our dividend reinvestment plan will have their dividends or distributions automatically reinvested in additional shares of our common stock rather than receiving cash dividends. Stockholders who receive distributions in the form of shares of common stock will be subject to the same U.S. federal, state and local tax consequences as if they received cash distributions.

Related-Party Transactions

We have entered into a number of business relationships with affiliated or related parties, including the following:

•

the Investment Advisory Agreement;

•

the Administration Agreement; and

•

an ongoing agreement with an affiliate of TPG Global, LLC governing, inter alia, the parties’ respective ownership of and rights to use the “Sixth Street” and “TPG” trademarks and certain variations thereof.

Critical Accounting Policies

The preparation of our consolidated financial statements requires us to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues, and expenses. Changes in the economic environment, financial markets, and any other parameters used in determining such estimates could cause actual results to differ. Our critical accounting policies, including those relating to the valuation of our investment portfolio, are described in our Annual Report on Form 10-K for the year ended December 31, 2021, filed with the SEC on February 17, 2022, and elsewhere in our filings with the SEC.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

We are subject to financial market risks, including valuation risk, interest rate risk and currency risk.

Valuation Risk

We have invested, and plan to continue to invest, primarily in illiquid debt and equity securities of private companies. Most of our investments will not have a readily available market price, and we value these investments at fair value as determined in good faith by our Board in accordance with our valuation policy. There is no single standard for determining fair value. As a result, determining fair value requires that judgment be applied to the specific facts and circumstances of each portfolio investment while employing a consistently applied valuation process for the types of investments we make. If we were required to liquidate a portfolio investment in a forced or liquidation sale, we may realize amounts that are different from the amounts presented and such differences could be material.

Interest Rate Risk

Interest rate sensitivity refers to the change in earnings that may result from changes in the level of interest rates. We also fund portions of our investments with borrowings. Our net investment income is affected by the difference between the rate at which we

invest and the rate at which we borrow. Accordingly, we cannot assure you that a significant change in market interest rates will not have a material adverse effect on our net investment income.

We regularly measure our exposure to interest rate risk. We assess interest rate risk and manage our interest rate exposure on an ongoing basis by comparing our interest rate-sensitive assets to our interest rate-sensitive liabilities. Based on that review, we determine whether or not any hedging transactions are necessary to mitigate exposure to changes in interest rates.

As of June 30, 2022, 99.2% of our debt investments based on fair value in our portfolio bore interest at floating rates, with 100.0% of these subject to interest rate floors. Our credit facilities also bear interest at floating rates, and in connection with our 2022 Convertible Notes, 2023 Notes, 2024 Notes and 2026 Notes, which bear interest at fixed rates, we entered into fixed-to-floating interest rate swaps in order to align the interest rates of our liabilities with our investment portfolio.

Assuming that our consolidated balance sheet as of June 30, 2022 were to remain constant and that we took no actions to alter our existing interest rate sensitivity, the following table shows the annualized impact of hypothetical base rate changes in interest rates (considering interest rate floors for floating rate instruments):


($ in millions)
Basis Point Change	Interest Income			Interest Expense			Net Interest Income
Up 300 basis points	$	72.0		$	39.6		$	32.4
Up 200 basis points	$	48.0		$	26.4		$	21.6
Up 100 basis points	$	24.0		$	13.2		$	10.8
Down 25 basis points	$	(5.9	)	$	(3.3	)	$	(2.6	)
Down 50 basis points	$	(11.8	)	$	(6.6	)	$	(5.2	)

Although we believe that this analysis is indicative of our existing sensitivity to interest rate changes, it does not adjust for changes in the credit market, credit quality, the size and composition of the assets in our portfolio and other business developments that could affect our net income. Accordingly, we cannot assure you that actual results would not differ materially from the analysis above.

We may in the future hedge against interest rate fluctuations by using hedging instruments such as additional interest rate swaps, futures, options and forward contracts. While hedging activities may mitigate our exposure to adverse fluctuations in interest rates, certain hedging transactions that we may enter into in the future, such as interest rate swap agreements, may also limit our ability to participate in the benefits of changes in interest rates with respect to our portfolio investments.

Currency Risk

From time to time, we may make investments that are denominated in a foreign currency. These investments are translated into U.S. dollars at each balance sheet date, exposing us to movements in foreign exchange rates. We may employ hedging techniques to minimize these risks, but we cannot assure you that such strategies will be effective or without risk to us. We may seek to utilize instruments such as, but not limited to, forward contracts to seek to hedge against fluctuations in the relative values of our portfolio positions from changes in currency exchange rates. We also have the ability to borrow in certain foreign currencies under our Revolving Credit Facility. Instead of entering into a foreign exchange forward contract in connection with loans or other investments we have made that are denominated in a foreign currency, we may borrow in that currency to establish a natural hedge against our loan or investment. To the extent the loan or investment is based on a floating rate other than a rate under which we can borrow under our Revolving Credit Facility, we may seek to utilize interest rate derivatives to hedge our exposure to changes in the associated rate.

ITEM 4. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures. As of the end of the period covered by this report, we carried out an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rule 13a-15 under the Exchange Act). Based on that evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that our current disclosure controls and procedures are effective in timely alerting them to material information relating to us that is required to be disclosed by us in the reports we file or submit under the Exchange Act.

Changes in Internal Control over Financial Reporting. There have been no changes in our internal control over financial reporting that occurred during our most recently completed fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II – OTHER INFORMATION

ITEM 1. Legal Proceedings

From time to time, we may be a party to certain legal proceedings in the ordinary course of business, including proceedings relating to the enforcement of our rights under loans to or other contracts with our portfolio companies. We are not currently subject to any material legal proceedings, nor, to our knowledge, is any material legal proceeding threatened against us.

Item 1A. Risk Factors.

In addition to the other information set forth in this report, you should carefully consider the risk factors discussed in Part I, “Item 1A. Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended December 31, 2021 and the risk factors set forth below, which could materially affect our business, financial condition and/or operating results. These risks are not the only risks facing our Company. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially and adversely affect our business, financial condition and/or operating results.

We are exposed to risks associated with changes in interest rates.

The majority of our debt investments are based on floating rates, such as LIBOR, EURIBOR, SOFR, the Federal Funds Rate or the Prime Rate. General interest rate fluctuations may have a substantial negative impact on our investments, the value of our common stock and our rate of return on invested capital. On one hand, a reduction in the interest rates on new investments relative to interest rates on current investments could have an adverse impact on our net interest income, which also could be negatively impacted by our borrowers making prepayments on their loans. On the other hand, an increase in interest rates could increase the interest repayment obligations of our borrowers and result in challenges to their financial performance and ability to repay their obligations, adversely affecting the credit quality of our investments.

An increase in interest rates could also decrease the value of any investments we hold that earn fixed interest rates, including subordinated loans, senior and junior secured and unsecured debt securities and loans and high yield bonds, and also could increase our interest expense, thereby decreasing our net income. Moreover, an increase in interest rates available to investors could make investment in our common stock less attractive if we are not able to increase our dividend rate, which could reduce the value of our common stock. Federal Reserve policy, including with respect to certain interest rates and the decision to end its quantitative easing policy, may also adversely affect the value, volatility and liquidity of dividend- and interest-paying securities. Market volatility, rising interest rates and/or a return to unfavorable economic conditions could adversely affect our business.

A rise in the general level of interest rates typically leads to higher interest rates applicable to our debt investments. Accordingly, an increase in interest rates may result in an increase in the amount of the Incentive Fee payable to the Adviser.

We may use interest rate risk management techniques in an effort to limit our exposure to interest rate fluctuations. These techniques may include various interest rate hedging activities to the extent permitted by the 1940 Act.

Our Revolving Credit Facility is subject to variable rates that expose us to interest rate risk. We may also incur additional indebtedness subject to variable rates in the future. When interest rates increase, our debt service obligations on the variable rate indebtedness increase even though the amount borrowed remains the same.

U.S. dollar borrowings under our Revolving Credit Facility bear interest at a rate derived from SOFR. SOFR is a relatively new reference rate and has a very limited history. The future performance of SOFR cannot be predicted based on its limited historical performance. Since the initial publication of SOFR in April 2018, changes in SOFR have, on occasion, been more volatile than changes in other benchmark or market rates, such as U.S. dollar LIBOR. The use of SOFR is relatively new, and there could be unanticipated difficulties or disruptions with the calculation and publication of SOFR. Additionally, any successor rate to SOFR under our revolving credit facility may not have the same characteristics as SOFR or LIBOR. As a result, the amount of interest we may pay on our revolving credit facility is difficult to predict.

Our Adviser and its affiliates, officers and employees may face certain conflicts of interest.

Sixth Street and its affiliates will refer all middle-market loan origination activities for companies domiciled in the United States to us and conduct those activities through us. The Adviser will determine whether it would be permissible, advisable or otherwise appropriate for us to pursue a particular investment opportunity allocated to us. However, the Adviser, its officers and employees and members of its Investment Review Committee serve or may serve as investment advisers, officers, directors or principals of entities or investment funds that operate in the same or a related line of business as us or of investment funds managed by our affiliates. Accordingly, these individuals may have obligations to investors in those entities or funds, the fulfillment of which might not be in our best interests or the best interests of our stockholder.

In addition, any affiliated investment vehicle currently formed or formed in the future and managed by the Adviser or its affiliates, particularly in connection with any future growth of their respective businesses, may have overlapping investment objectives with our own and, accordingly, may invest in asset classes similar to those targeted by us. For example, Sixth Street has organized a separate investment vehicle, Sixth Street Specialty Lending Europe, aimed specifically at European middle-market loan originations and may in the future organize vehicles aimed at other loan origination opportunities outside our primary focus. Our ability to pursue investment opportunities other than middle-market loan originations for companies domiciled in the United States is subject to the contractual and other requirements of these other funds and allocation decisions by their respective senior professionals. As a result, the Adviser and its affiliates may face conflicts in allocating investment opportunities between us and those other entities. It is possible that we may not be given the opportunity to participate in certain investments made by those other entities that would otherwise be suitable for us.

On December 16, 2014, we were granted an exemptive order from the SEC that, if certain conditions are met, allows us to co-invest with certain of our affiliates (including affiliates of Sixth Street) in middle-market loan origination activities for companies domiciled in the United States and certain “follow-on” investments in companies in which we have already co-invested pursuant to the order and remain invested. These conditions include, among others, prior approval by a majority of our Independent Directors and that the terms and conditions of the investment applicable to those affiliates must be the same as those applicable to us. If the Adviser, Sixth Street and their affiliates were to determine that an investment is appropriate both for us and for one or more other affiliated vehicles, we would only be able to make the investment in conjunction with another vehicle to the extent the exemptive order granted to us by the SEC permits us to do so or the investment is otherwise permitted under relevant SEC guidance.

On January 16, 2020, we filed a further application for co-investment exemptive relief with the SEC, which was most recently amended on June 29, 2022, in order to better align our existing co-investment relief with more recent SEC exemptive orders, including flexibility to allow certain private funds affiliated with us to participate in “follow-on” investments in issuers in which the we are invested, but such private affiliated funds are not invested. On July 8, 2022, the SEC issued a notice of the new application providing that an order granting the exemptive relief described in the new application will be granted unless the SEC orders a hearing on or prior to August 2, 2022. Although a notice for a new order has been issued, there can be no assurance when or if the SEC will grant the new order in response to our application, particularly in the event a public hearing is requested or required at the SEC prior to any formal action on our application. Until such time a new order is granted, we will continue to operate under the terms of our current exemptive order. In the event the new order is ultimately granted, among other changes relative to our prior order, we will have greater flexibility to participate in co-investment transactions with certain proprietary accounts that are majority-owned by our Adviser or its affiliates, to participate in “follow-on” investments in so-called “pre-boarding” investments in which we or an affiliated fund acquired a prior position not in reliance on the SEC exemptive order, and to participate in certain “follow-on” investments and pro rata distributions of existing co-investment positions without seeking approval by a majority of our Independent Directors. If the new order is ultimately granted, our Board will establish certain criteria to describe the characteristics of potential co-investment transactions in which we are permitted to participate and regarding which the Adviser should be notified.

We cannot assure you when or whether we will apply for any other exemptive relief in the future and whether such orders will be obtained.

Our ability to enter into transactions with our affiliates is restricted.

We are prohibited under the 1940 Act from participating in certain transactions with certain of our affiliates without the prior approval of our Independent Directors and, in some cases, exemptive relief from the SEC. Any person that owns, directly or indirectly, 5% or more of our outstanding voting securities is our affiliate for purposes of the 1940 Act, and we generally are prohibited from buying or selling any security from or to such affiliate, absent the prior approval of our Independent Directors. The 1940 Act also prohibits certain “joint” transactions with certain of our affiliates, which could include investments in the same portfolio company (whether at the same or different times), without prior approval of our Independent Directors and, in some cases, exemptive relief from the SEC. If a person acquires more than 25% of our voting securities, we are prohibited from buying or selling any security from or to such person or certain of that person’s affiliates, or entering into prohibited joint transactions with such persons, absent the prior approval of the SEC. Similar restrictions limit our ability to transact business with our officers or directors or their affiliates.

The decision by Sixth Street, our Adviser or their affiliates to allocate an opportunity to another entity could cause us to forgo an investment opportunity that we otherwise would have made. We also generally will be unable to invest in any issuer in which Sixth Street and its other affiliates or a fund managed by Sixth Street or its other affiliates has previously invested or in which they are making an investment. Similar restrictions limit our ability to transact business with our officers or directors or their affiliates. These restrictions may limit the scope of investment opportunities that would otherwise be available to us.

On December 16, 2014, we were granted an exemptive order from the SEC that allows us to co-invest, subject to certain conditions, with certain of our affiliates (including affiliates of Sixth Street) in middle-market loan origination activities for companies domiciled in the United States and certain “follow-on” investments in companies in which we have already co-invested pursuant to the order and remain invested. We and our affiliates, including investment funds managed by our affiliates, are only permitted to co-invest in accordance with the terms of the exemptive order or in the limited circumstances otherwise currently permitted by regulatory guidance.

Pursuant to Section 61(a)(2)(C)(ii) of the 1940 Act, the principal risk factors associated with our senior securities are set forth below. However, since we already use leverage in optimizing our investment portfolio, the principal risk factors associated with our senior securities do not represent material changes to the risk factors previously disclosed in our Annual Report on Form 10-K for the fiscal year ended December 31, 2021.

Legislation allows us to incur additional leverage.

Under the 1940 Act, a BDC generally is not permitted to incur borrowings, issue debt securities or issue preferred stock unless immediately after the borrowing or issuance the ratio of total assets (less total liabilities other than indebtedness) to total indebtedness plus preferred stock is at least 200%. However, under the SBCAA, which became law in March 2018, BDCs have the ability to elect to become subject to a lower asset coverage requirement of 150%, subject to the receipt of the requisite board or stockholder approvals under the SBCAA and satisfaction of certain other conditions.

On October 8, 2018, our stockholders approved the application of the minimum asset coverage ratio of 150% to us, as set forth in Section 61(a)(2) of the 1940 Act, as amended by the SBCAA. As a result and subject to certain additional disclosure requirements, as of October 9, 2018, our minimum asset coverage ratio was reduced from 200% to 150%. In other words, pursuant to Section 61(a) of the 1940 Act, as amended by the SBCAA, we are permitted to potentially increase our maximum debt-to-equity ratio from an effective level of one-to-one to two-to-one.

As a result, you may face increased investment risk. We may not be able to implement our strategy to utilize additional leverage successfully. Any impact on returns or equity or our business associated with additional leverage may not outweigh the additional risk.

Regulations governing our operation as a BDC affect our ability to, and the way in which we, raise additional capital.

The 1940 Act imposes numerous constraints on the operations of BDCs. For example, BDCs are required to invest at least 70% of their total assets in securities of nonpublic or thinly traded U.S. companies, cash, cash equivalents, U.S. government securities and other high-quality debt investments that mature in one year or less. These constraints may hinder the Adviser’s ability to take advantage of attractive investment opportunities and to achieve our investment objective.

We may need to periodically access the debt and equity capital markets to raise cash to fund new investments in excess of our repayments, and we may also need to access the capital markets to refinance existing debt obligations to the extent such maturing obligations are not repaid with availability under our revolving credit facilities or cash flows from operations.

Regulations governing our operation as a BDC affect our ability to raise additional capital, and the ways in which we can do so. Raising additional capital may expose us to risks, including the typical risks associated with leverage, and may result in dilution to our current stockholders. The 1940 Act limits our ability to incur borrowings and issue debt securities and preferred stock, which we refer to as senior securities, requiring that after any borrowing or issuance the ratio of total assets (less total liabilities other than indebtedness) to total indebtedness plus preferred stock, is at least 150%.

We may need to continue to borrow from financial institutions and issue additional securities to fund our growth. Unfavorable economic or capital market conditions may increase our funding costs, limit our access to the capital markets or could result in a decision by lenders not to extend credit to us. An inability to successfully access the capital markets may limit our ability to refinance

our existing debt obligations as they come due and/or to fully execute our business strategy and could limit our ability to grow or cause us to have to shrink the size of our business, which could decrease our earnings, if any. Consequently, if the value of our assets declines or we are unable to access the capital markets we may be required to sell a portion of our investments and, depending on the nature of our leverage, repay a portion of our indebtedness at a time when this may be disadvantageous. Also, any amounts that we use to service our indebtedness would not be available for distributions to our common stockholders. If we borrow money or issue senior securities, we will be exposed to typical risks associated with leverage, including an increased risk of loss.

If we issue preferred stock, the preferred stock would rank senior to common stock in our capital structure. Preferred stockholders would have separate voting rights on certain matters and may have other rights, preferences or privileges more favorable than those of our common stockholders. The issuance of preferred stock could have the effect of delaying, deferring or preventing a transaction or a change of control that might involve a premium price for holders of our common stock or otherwise be in your best interest. Holders of our common stock will directly or indirectly bear all of the costs associated with offering and servicing any preferred stock that we issue. In addition, any interests of preferred stockholders may not necessarily align with the interests of holders of our common stock and the rights of holders of shares of preferred stock to receive dividends would be senior to those of holders of shares of our common stock.

Our Board may decide to issue additional common stock to finance our operations rather than issuing debt or other senior securities. However, we generally are not able to issue and sell our common stock at a price below net asset value per share. We may, however, elect to issue and sell our common stock, or warrants, options or rights to acquire our common stock, at a price below the then-current net asset value of our common stock if our Board determines that the sale is in our best interests and the best interests of our stockholders, and our stockholders have approved our policy and practice of making these sales within the preceding 12 months. Pursuant to approval granted at a special meeting of stockholders held on May 26, 2022, we are currently permitted to sell or otherwise issue shares of our common stock at a price below our then-current net asset value per share, subject to the approval of our Board and certain other conditions. Such stockholder approval expires on May 26, 2023. In any such case, the price at which our securities are to be issued and sold may not be less than a price that, in the determination of our Board, closely approximates the market value of those securities (less any distribution commission or discount). In the event we sell shares of our common stock at a price below net asset value per share, existing stockholders will experience net asset value dilution. This dilution would occur as a result of the sale of shares at a price below the then current net asset value per share of our common stock and would cause a proportionately greater decrease in the stockholders’ interest in our earnings and assets and their voting interest in us than the increase in our assets resulting from such issuance. As a result of any such dilution, our market price per share may decline. Because the number of shares of common stock that could be so issued and the timing of any issuance is not currently known, the actual dilutive effect cannot be predicted.

In addition to issuing securities to raise capital as described above, we could securitize our investments to generate cash for funding new investments. To securitize our investments, we likely would create a wholly owned subsidiary, contribute a pool of loans to the subsidiary and have the subsidiary issue primarily investment grade debt securities to purchasers who we would expect would be willing to accept a substantially lower interest rate than the loans earn. We would retain all or a portion of the equity in the securitized pool of loans. Our retained equity would be exposed to any losses on the portfolio of investments before any of the debt securities would be exposed to the losses. An inability to successfully securitize our investment portfolio could limit our ability to grow or fully execute our business and could adversely affect our earnings, if any. The successful securitization of our investment could expose us to losses because the portions of the securitized investments that we would typically retain tend to be those that are riskier and more apt to generate losses. The 1940 Act also may impose restrictions on the structure of any securitization. In connection with any future securitization of investments, we may incur greater set-up and administration fees relating to such vehicles than we have in connection with financing of our investments in the past.

We borrow money, which magnifies the potential for gain or loss and increases the risk of investing in us.

As part of our business strategy, we borrow from and may in the future issue additional senior debt securities to banks, insurance companies and other lenders. Holders of these loans or senior securities would have fixed-dollar claims on our assets that have priority over the claims of our stockholders. If the value of our assets decreases, leverage will cause our net asset value to decline more sharply than it otherwise would have without leverage. Similarly, any decrease in our income would cause our net income to decline more sharply than it would have if we had not borrowed. This decline could negatively affect our ability to make dividend payments on our common stock. Our ability to service our borrowings depends largely on our financial performance and is subject to prevailing economic conditions and competitive pressures. In addition, the Management Fee is payable based on our gross assets, including cash and assets acquired through the use of leverage, which may give our Adviser an incentive to use leverage to make additional investments. The amount of leverage that we employ will depend on our Adviser’s and our Board’s assessment of market and other factors at the time of any proposed borrowing. We cannot assure you that we will be able to obtain credit at all or on terms acceptable to us.

Our credit facilities and indentures governing our indebtedness also impose financial and operating covenants that restrict our business activities, remedies on default and similar matters. As of June 30, 2022, we are in compliance with the covenants of our credit facilities and indentures. However, our continued compliance with these covenants depends on many factors, some of which are beyond our control. Accordingly, although we believe we will continue to be in compliance, we cannot assure you that we will continue to comply with the covenants in our credit facilities and indentures. Failure to comply with these covenants could result in a default. If we were unable to obtain a waiver of a default from the lenders or holders of that indebtedness, as applicable, those lenders or holders could accelerate repayment under that indebtedness. An acceleration could have a material adverse impact on our business, financial condition and results of operations. Lastly, we may be unable to obtain additional leverage, which would, in turn, affect our return on capital.

As of June 30, 2022, we had $1,319.2 million of outstanding indebtedness, which had an annualized interest cost of 3.14% under the terms of our debt, excluding fees (such as fees on undrawn amounts and amortization of upfront fees) and giving effect to the swap-adjusted interest rates on our 2022 Convertible Notes, 2023 Notes, 2024 Notes and 2026 Notes. As of June 30, 2022, as adjusted to give effect to the interest rate swaps, the interest rate on the 2022 Convertible Notes was three-month LIBOR plus 2.11% (on a weighted-average basis) and the interest rate on the 2023 Notes was three-month LIBOR plus 1.99%, and the interest rate on the 2024 Notes was three-month LIBOR plus 2.28% (on a weighted-average basis), and the interest rate on the 2026 Notes was three-month LIBOR plus 1.91%.

For us to cover these annualized interest payments on indebtedness, we must achieve annual returns on our investments of at least 1.6%. Since we generally pay interest at a floating rate on our debt, an increase in interest rates will generally increase our borrowing costs. We expect that our annualized interest cost and returns required to cover interest will increase if we issue additional debt securities.

In order to assist investors in understanding the effects of leverage, the following table illustrates the effect of leverage on returns from an investment in our common stock assuming various annual returns, net of expenses. Leverage generally magnifies the return of stockholders when the portfolio return is positive and magnifies their losses when the portfolio return is negative. Actual returns may be greater or less than those appearing in the table. The calculations in the table below are hypothetical and actual returns may be higher or lower than those appearing below.

Effects of Leverage Based on Actual Amount of Borrowings Incurred by us as of June 30, 2022


	Assumed Return on Our Portfolio (net of expenses) (1)
	-10%			-5%			0%			5%			10%
Corresponding return to stockholder (2)		-24.1	%		-13.7	%		-3.3	%		7.1	%		17.4	%

(1)

The assumed portfolio return is required by SEC regulations and is not a prediction of, and does not represent, our projected or actual performance. Actual returns may be greater or less than those appearing in the table. Pursuant to SEC regulations, this table is calculated as of June 30, 2022. As a result, it has not been updated to take into account any changes in assets or leverage since June 30, 2022.

(2)

In order to compute the “Corresponding return to stockholder,” the “Assumed Return on Our Portfolio” is multiplied by the total value of our assets at June 30, 2022 to obtain an assumed return to us. From this amount, the interest expense (calculated by multiplying the weighted average stated interest rate of 3.1% by the approximately $1,319.2 million of principal debt outstanding) is subtracted to determine the return available to stockholders. The return available to stockholders is then divided by the total value of our net assets at June 30, 2022 to determine the “Corresponding return to stockholder.”

Our indebtedness could adversely affect our business, financial conditions or results of operations.

We cannot assure you that our business will generate sufficient cash flow from operations or that future borrowings will be available to us under our credit facilities or otherwise in an amount sufficient to enable us to pay our indebtedness or to fund our other liquidity needs. We may need to refinance all or a portion of our indebtedness on or before it matures. We cannot assure you that we will be able to refinance any of our indebtedness on commercially reasonable terms or at all. If we cannot service our indebtedness, we may have to take actions such as selling assets or seeking additional equity. We cannot assure you that any such actions, if necessary, could be effected on commercially reasonable terms or at all, or on terms that would not be disadvantageous to our stockholders or on terms that would not require us to breach the terms and conditions of our existing or future debt agreements.

Even in the event the value of your investment declines, the Management Fee and, in certain circumstances, the Incentive Fee will still be payable to the Adviser.

Even in the event the value of your investment declines, the Management Fee and, in certain circumstances, the Incentive Fee will still be payable to the Adviser. The Management Fee is calculated as a percentage of the value of our gross assets at a specific time, which would include any borrowings for investment purposes, and may give our Adviser an incentive to use leverage to make additional investments. In addition, the Management Fee is payable regardless of whether the value of our gross assets or your investment have decreased. The use of increased leverage may increase the likelihood of default, which would disfavor holders of our common stock. Given the subjective nature of the investment decisions that our Adviser will make on our behalf, we may not be able to monitor this potential conflict of interest.

The Incentive Fee is calculated as a percentage of pre-Incentive Fee net investment income. Since pre-Incentive Fee net investment income does not include any realized capital gains, realized capital losses or unrealized capital gains or losses, it is possible that we may pay an Incentive Fee in a quarter in which we incur a loss. For example, if we receive pre-Incentive Fee net investment income in excess of the quarterly minimum hurdle rate, we will pay the applicable Incentive Fee even if we have incurred a loss in that quarter due to realized and unrealized capital losses. In addition, because the quarterly minimum hurdle rate is calculated based on our net assets, decreases in our net assets due to realized or unrealized capital losses in any given quarter may increase the likelihood that the hurdle rate is reached in that quarter and, as a result, that an Incentive Fee is paid for that quarter. Our net investment income used to calculate this component of the Incentive Fee is also included in the amount of our gross assets used to calculate the Management Fee.

Also, one component of the Incentive Fee is calculated annually based upon our realized capital gains, computed net of realized capital losses and unrealized capital losses on a cumulative basis. As a result, we may owe the Adviser an Incentive Fee during one year as a result of realized capital gains on certain investments, and then incur significant realized capital losses and unrealized capital losses on the remaining investments in our portfolio during subsequent years. Incentive Fees earned in prior years cannot be clawed back even if we later incur losses.

In addition, the Incentive Fee payable by us to the Adviser may create an incentive for the Adviser to make investments on our behalf that are risky or more speculative than would be the case in the absence of such a compensation arrangement. The Adviser receives the Incentive Fee based, in part, upon capital gains realized on our investments. Unlike the portion of the Incentive Fee that is based on income, there is no hurdle rate applicable to the portion of the Incentive Fee based on capital gains. As a result, the Adviser may have an incentive to invest more in companies whose securities are likely to yield capital gains, as compared to income-producing investments. Such a practice could result in our making more speculative investments than would otherwise be the case, which could result in higher investment losses, particularly during cyclical economic downturns.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

None.

Item 3. Defaults Upon Senior Securities.

Not applicable.

Item 4. Mine Safety Disclosures.

Not applicable.

Item 5. Other Information.

Item 6. Exhibits.

(a)

Exhibits.


10.1		Twelfth Amendment to Second Amended and Restated Senior Secured Revolving Credit Agreement, dated as of April 25, 2022, among Sixth Street Specialty Lending, Inc. as Borrower, the Lenders party therto and Truist Bank (as successor by merger to SunTrust Bank), as Administrative Agent (incorporated by reference to Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q filed on May 3, 2022)
10.2		Thirteenth Amendment to Second Amended and Restated Senior Secured Revolving Credit Agreement, dated as of May 19, 2022, among Sixth Street Specialty Lending, Inc. as Borrower, the Lenders party therto and Truist Bank (as successor by merger to SunTrust Bank), as Administrative Agent
31.1		Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2		Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32		Certification of CEO and CFO Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.


	SIXTH STREET SPECIALTY LENDING, INC.

Date: August 2, 2022	By:	/s/ Joshua Easterly
		Joshua Easterly
		Chief Executive Officer

Date: August 2, 2022	By:	/s/ Ian Simmonds
		Ian Simmonds
		Chief Financial Officer

EX-10.2

EXHIBIT 10.2

EXECUTION COPY

THIRTEENTH AMENDMENT

TO SECOND AMENDED AND RESTATED SENIOR SECURED REVOLVING CREDIT AGREEMENT

THIS THIRTEENTH AMENDMENT TO SECOND AMENDED AND RESTATED SENIOR SECURED REVOLVING CREDIT AGREEMENT, dated as of May 19, 2022 (this “Amendment”), to the Existing Credit Agreement (capitalized terms used herein and not otherwise defined shall have the meanings given to such terms in Article I) is among SIXTH STREET SPECIALTY LENDING, INC. (F/K/A TPG Specialty Lending, Inc.), a Delaware corporation (the “Borrower”), the LENDERS party hereto and TRUIST BANK, as Administrative Agent.

W I T N E S S E T H:

WHEREAS, the Borrower, the Lenders party hereto and the Administrative Agent are parties to the Second Amended and Restated Senior Secured Revolving Credit Agreement, dated as of February 27, 2014 (as amended by the First Amendment to Second Amended and Restated Senior Secured Revolving Credit Agreement, dated as of June 3, 2014, the Second Amendment to Second Amended and Restated Senior Secured Revolving Credit Agreement, dated as of June 27, 2014, the Third Amendment to Second Amended and Restated Senior Secured Revolving Credit Agreement, dated as of October 17, 2014, the Fourth Amendment to Second Amended and Restated Senior Secured Revolving Credit Agreement, dated as of October 2, 2015, the Fifth Amendment to Second Amended and Restated Senior Secured Revolving Credit Agreement, dated as of December 22, 2016, the Sixth Amendment to Second Amended and Restated Senior Secured Revolving Credit Agreement, dated as of February 20, 2018, the Seventh Amendment to Second Amended and Restated Senior Secured Revolving Credit Agreement, dated as of November 5, 2018, the Eighth Amendment to Second Amended and Restated Senior Secured Revolving Credit Agreement, dated as of February 14, 2019, the Ninth Amendment to Second Amended and Restated Senior Secured Revolving Credit Agreement, dated as of January 31, 2020, the Tenth Amendment to Second Amended and Restated Senior Secured Revolving Credit Agreement, dated as of February 5, 2021, the Eleventh Amendment to Second Amended and Restated Senior Secured Revolving Credit Agreement, dated as of December 14, 2021, and the Twelfth Amendment to Second Amended and Restated Senior Secured Revolving Credit Agreement, dated as of April 25, 2022 (the “Existing Credit Agreement”), and by this Amendment and as the same may be further amended, supplemented, amended and restated or otherwise modified from time to time, the “Credit Agreement”); and

WHEREAS, the Borrower has requested that the Lenders agree to amend the Existing Credit Agreement, and the Lenders party hereto are willing, on the terms and subject to the conditions hereinafter set forth, to agree to the amendment set forth below and the other terms hereof;

NOW, THEREFORE, the parties hereto hereby covenant and agree as follows:

ARTICLE I

DEFINITIONS

SECTION I.1.

Certain Definitions. The following terms when used in this Amendment shall have the following meanings (such meanings to be equally applicable to the singular and plural forms thereof):

“Amendment” is defined in the preamble.

“Borrower” is defined in the preamble.

“Credit Agreement” is defined in the first recital.

“Existing Credit Agreement” is defined in the first recital.

“Thirteenth Amendment Effective Date” is defined in Article III.

SECTION I.1.

Other Definitions. Capitalized terms for which meanings are provided in the Existing Credit Agreement are, unless otherwise defined herein or the context otherwise requires, used in this Amendment with such meanings.

ARTICLE II

AMENDMENT TO EXISTING CREDIT AGREEMENT

Subject to the occurrence of the Thirteenth Amendment Effective Date, the Existing Credit Agreement is amended in accordance with this Article II.

SECTION II.1.

Section 2.10(e) is hereby amended and restated in its entirety as follows:

“(e) Notices, Etc. The Borrower shall notify the Administrative Agent (and, in the case of prepayment of a Swingline Loan made by a Swingline Lender, such Swingline Lender) by telephone (confirmed by telecopy) of any prepayment hereunder (i) in the case of prepayment of a Term SOFR Borrowing (other than in the case of a prepayment pursuant to Section 2.10(d)), not later than 11:00 a.m., New York City time, three Business Days before the date of prepayment (or such shorter period as may be agreed to by the Administrative Agent), (ii) in the case of prepayment of a Eurocurrency Borrowing denominated in a Foreign Currency (other than in the case of a prepayment pursuant to Section 2.10(d)), not later than 11:00 a.m., London time, four Business Days before the date of prepayment, (iii) in the case of prepayment of a RFR Borrowing denominated in Sterling or Swiss Francs (other than in the case of a prepayment pursuant to Section 2.10(d)), not later than 11:00 a.m., London time, four Business Days before the date of prepayment, (iv) in the case of prepayment of a Syndicated ABR Borrowing (other than in the case of a prepayment pursuant to Section 2.10(d)), not later than 11:00 a.m., New York City time on the date of prepayment, (v) in the case of prepayment of a Swingline Loan, not later than 11:00 a.m., New York City time, on the date of prepayment, and (vi) in the case of any prepayment pursuant to Section 2.10(d), not later than 1:00 p.m., New York

DOCVARIABLE #DNDocID \* MERGEFORMAT

City time, on the date of prepayment. Each such notice shall be irrevocable and shall specify the prepayment date, the principal amount of each Borrowing or portion thereof to be prepaid and, in the case of a mandatory prepayment, a reasonably detailed calculation of the amount of such prepayment; provided that, if (i) a notice of prepayment is given in connection with a conditional notice of termination of the Commitments of a Class as contemplated by Section 2.08, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.08 and (ii) any notice given in connection with Section 2.10(d) may be conditioned on the consummation of the applicable transaction contemplated by such Section and the receipt by the Borrower or any such Subsidiary (other than a Financing Subsidiary) of Net Cash Proceeds. Promptly following receipt of any such notice relating to a Syndicated Borrowing, the Administrative Agent shall advise the affected Lenders of the contents thereof. Each partial prepayment of any Borrowing shall be in an amount that would be permitted in the case of a Borrowing of the same Type as provided in Section 2.02 or in the case of a Swingline Loan, as provided in Section 2.04, except as necessary to apply fully the required amount of a mandatory prepayment. Each prepayment of a Syndicated Borrowing of a Class of Commitments or Final Maturity Date shall be applied ratably to the Loans held by the Lenders of such Class included in the prepaid Borrowing. Prepayments shall be accompanied by accrued interest to the extent required by Section 2.12 and shall be made in the manner specified in Section 2.09(b) unless such prepayment is made in connection with the reduction of Commitments in accordance with Section 2.08(b) or (f) in which case such prepayment shall be applied in accordance with Section 2.08(d) or (f), as applicable.”.

ARTICLE III

CONDITIONS TO EFFECTIVENESS

SECTION III.1.

Effective Date. This Amendment shall become effective on the date (the “Thirteenth Amendment Effective Date”) when the Administrative Agent shall have received counterparts of this Amendment duly executed and delivered on behalf of the Borrower and each of the Lenders party hereto.

ARTICLE IV

MISCELLANEOUS

SECTION IV.1.

Representations. The Borrower hereby represents and warrants that (i) this Amendment constitutes a legal, valid and binding obligation of it, enforceable against it in accordance with its terms, (ii) upon the effectiveness of this Amendment, no Default or Event of Default shall exist and (iii) its representations and warranties as set forth in the Loan Documents, as applicable, are true and correct in all material respects (except those representations and warranties qualified by materiality or by reference to a material adverse effect, which are true and correct in all respects) on and as of the date hereof as though made on and as of the date hereof (unless such representations and warranties specifically refer to a previous day, in which case, they shall be complete and correct in all material respects (or, with respect to such representations or warranties qualified by materiality or by reference to a material adverse effect, complete and correct in all respects) on and as of such previous day).

DOCVARIABLE #DNDocID \* MERGEFORMAT

SECTION IV.2.

Cross-References. References in this Amendment to any Article or Section are, unless otherwise specified, to such Article or Section of this Amendment.

SECTION IV.3.

Loan Document Pursuant to Existing Credit Agreement. This Amendment is a Loan Document executed pursuant to the Existing Credit Agreement and shall (unless otherwise expressly indicated therein) be construed, administered and applied in accordance with all of the terms and provisions of the Existing Credit Agreement, as amended hereby, including Article IX thereof.

SECTION IV.4.

Successors and Assigns. The provisions of this Amendment shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns.

SECTION IV.5.

Counterparts. This Amendment may be executed in counterparts (and by different parties hereto on different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. Delivery of an executed counterpart of a signature page of this Amendment by telecopy or electronically (e.g. pdf) shall be effective as delivery of a manually executed counterpart of this Amendment.

SECTION IV.6.

Governing Law. This Amendment shall be governed by and construed in accordance with the laws of the State of New York.

SECTION IV.7.

Full Force and Effect; Limited Amendment. Except as expressly amended hereby, all of the representations, warranties, terms, covenants, conditions and other provisions of the Existing Credit Agreement and the other Loan Documents shall remain unchanged and shall continue to be, and shall remain, in full force and effect in accordance with their respective terms. This Amendment does not constitute a novation or termination of the Credit Agreement Obligations (as defined in the Guarantee and Security Agreement) under the Credit Agreement as in effect immediately prior to the effectiveness of this Amendment and which remain outstanding. The amendment set forth herein shall be limited precisely as provided for herein to the provisions expressly amended herein and shall not be deemed to be an amendment to, waiver of, consent to or modification of any other terms or provisions of the Existing Credit Agreement or any other Loan Document or of any transaction or further or future action on the part of the Borrower. Upon and after the execution of this Amendment by each of the parties hereto, each reference in the Credit Agreement to “this Agreement”, “hereunder”, “hereof” or words of like import referring to the Credit Agreement, and each reference in the other Loan Documents to “the Credit Agreement”, “thereunder”, “thereof” or words of like import referring to the Credit Agreement, shall mean and be a reference to the Credit Agreement as modified hereby.

SECTION IV.8.

Reaffirmation. Each of Sixth Street SL Holding, LLC, TC Lending, LLC and Sixth Street SL SPV, LLC hereby consents to the terms of this Amendment, confirms that its Guarantee under the Guarantee and Security Agreement remains unaltered and in full force and effect and hereby reaffirms, ratifies and confirms the terms and conditions of the Guarantee and Security Agreement.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

DOCVARIABLE #DNDocID \* MERGEFORMAT

IN WITNESS WHEREOF, the parties hereto have executed and delivered this Amendment as of the date first above written.

BORROWER: SIXTH STREET SPECIALTY LENDING, INC.

By: /s/ Ian Simmonds

Name: Ian Simmonds

Title: Chief Financial Officer

SIGNATURE PAGE TO THIRTEENTH AMENDMENT

DOCVARIABLE #DNDocID \* MERGEFORMAT

LENDERS: TRUIST BANK,
as Administrative Agent, Swingline Lender, Issuing Bank and as a Lender

By: /s/ Hays Wood
Name: Hays Wood
Title: Director

SIGNATURE PAGE TO THIRTEENTH AMENDMENT

DOCVARIABLE #DNDocID \* MERGEFORMAT

MUFG UNION BANK, N.A., as a Lender

By: /s/ Jacob Ulevich
Name: Jacob Ulevich
Title: Director

SIGNATURE PAGE TO THIRTEENTH AMENDMENT

DOCVARIABLE #DNDocID \* MERGEFORMAT

STATE STREET BANK AND TRUST COMPANY, as a Lender

By: /s/ Timothy Cronin
Name: Timothy Cronin
Title: Vice President

SIGNATURE PAGE TO THIRTEENTH AMENDMENT

DOCVARIABLE #DNDocID \* MERGEFORMAT

SANTANDER BANK, N.A., as a Lender

By: /s/ Jennifer Baydian
Name: Jennifer Baydian
Title: Senior Vice President

SIGNATURE PAGE TO THIRTEENTH AMENDMENT

DOCVARIABLE #DNDocID \* MERGEFORMAT

CITIBANK, N.A., as a Lender

By: /s/ Erik Andersen
Name: Erik Andersen
Title: Vice President

SIGNATURE PAGE TO THIRTEENTH AMENDMENT

DOCVARIABLE #DNDocID \* MERGEFORMAT

SUMITOMO MITSUI BANKING CORPORATION, as a Lender

By: /s/ Shane Klein
Name: Shane Klein
Title: Managing Director

SIGNATURE PAGE TO THIRTEENTH AMENDMENT

DOCVARIABLE #DNDocID \* MERGEFORMAT

BANK OF AMERICA, N.A., as a Lender

By: /s/ Sidhima Daruka
Name: Sidhima Daruka
Title: Director

SIGNATURE PAGE TO THIRTEENTH AMENDMENT

DOCVARIABLE #DNDocID \* MERGEFORMAT

INDUSTRIAL AND COMMERCIAL BANK OF CHINA LIMITED, NEW YORK BRANCH, as a Lender

By: /s/ Weiming Zhou
Name: Weiming Zhou
Title: Director

By: /s/ Charles Inkeles
Name: Charles Inkeles
Title: Executive Director

SIGNATURE PAGE TO THIRTEENTH AMENDMENT

DOCVARIABLE #DNDocID \* MERGEFORMAT

MIZUHO BANK, LTD., as a Lender

By: /s/ Raymond Ventura
Name: Raymond Ventura
Title: Managing Director

SIGNATURE PAGE TO THIRTEENTH AMENDMENT

DOCVARIABLE #DNDocID \* MERGEFORMAT

HSBC BANK USA, N.A., as a Lender

By: /s/ Teresa Pereyra
Name: Teresa Pereyra
Title: Vice President, Financial Institutions Group

SIGNATURE PAGE TO THIRTEENTH AMENDMENT

DOCVARIABLE #DNDocID \* MERGEFORMAT

GOLDMAN SACHS BANK USA, as a Lender

By: /s/ Dan Martis
Name: Dan Martis
Title: Authorized Signatory

SIGNATURE PAGE TO THIRTEENTH AMENDMENT

DOCVARIABLE #DNDocID \* MERGEFORMAT

ROYAL BANK OF CANADA, as a Lender

By: /s/ Alex Figueroa
Name: Alex Figueroa
Title: Authorized Signatory

SIGNATURE PAGE TO THIRTEENTH AMENDMENT

DOCVARIABLE #DNDocID \* MERGEFORMAT

COMERICA BANK, as a Lender

By: /s/ Robert Wilson
Name: Robert Wilson
Title: Senior Vice President

SIGNATURE PAGE TO THIRTEENTH AMENDMENT

DOCVARIABLE #DNDocID \* MERGEFORMAT

STIFEL BANK & TRUST, as a Lender

By: /s/ Joseph L. Sooter, Jr.
Name: Joseph L. Sooter, Jr.
Title: Senior Vice President

SIGNATURE PAGE TO THIRTEENTH AMENDMENT

DOCVARIABLE #DNDocID \* MERGEFORMAT

CITY NATIONAL BANK, as a Lender

By: /s/ Matt Patterson
Name: Matt Patterson
Title: Senior Vice President

SIGNATURE PAGE TO THIRTEENTH AMENDMENT

DOCVARIABLE #DNDocID \* MERGEFORMAT

Agreed and acknowledged solely with respect to Section 4.8.

TC LENDING, LLC

By: /s/ Ian Simmonds
Name: Ian Simmonds

Title: Chief Financial Officer

SIXTH STREET SL HOLDING, LLC

By: /s/ Ian Simmonds
Name: Ian Simmonds

Title: Chief Financial Officer

SIXTH STREET SL SPV, LLC

By: /s/ Ian Simmonds
Name: Ian Simmonds

Title: Chief Financial Officer

SIGNATURE PAGE TO THIRTEENTH AMENDMENT

DOCVARIABLE #DNDocID \* MERGEFORMAT

EX-31.1

Exhibit 31.1

CEO CERTIFICATION

I, Joshua Easterly, certify that:

(1) I have reviewed this quarterly report on Form 10-Q of Sixth Street Specialty Lending, Inc.;

(2) Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

(3) Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

(4) The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b. Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; and

c. Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d. Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

(5) The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.


Date: August 2, 2022	By:	/s/ Joshua Easterly
		Joshua Easterly
		Chief Executive Officer

EX-31.2

Exhibit 31.2

CFO CERTIFICATION

I, Ian Simmonds, certify that:

(1) I have reviewed this quarterly report on Form 10-Q of Sixth Street Specialty Lending, Inc.;

b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.


Date: August 2, 2022	By:	/s/ Ian Simmonds
		Ian Simmonds
		Chief Financial Officer

EX-32

Exhibit 32

Certification of CEO and CFO Pursuant to

18 U.S.C. Section 1350,

as Adopted Pursuant to

Section 906 of the Sarbanes-Oxley Act of 2002

In connection with the quarterly report on Form 10-Q of Sixth Street Specialty Lending, Inc. (the “Company”) for the quarterly period ended June 30, 2022, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), Joshua Easterly as Chief Executive Officer of the Company, and Ian Simmonds, as Chief Financial Officer of the Company, each hereby certifies, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that, to such officer’s knowledge:

(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.


/s/ Joshua Easterly
Name:		Joshua Easterly
Title:		Chief Executive Officer
Date:		August 2, 2022


/s/ Ian Simmonds
Name:		Ian Simmonds
Title:		Chief Financial Officer
Date:		August 2, 2022

The foregoing certification is being furnished solely pursuant to 18 U.S.C. §1350 and is not being filed as part of the Report or as a separate disclosure document.