UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): December 18, 2018 (December 12, 2018)

 

 

Blackstone / GSO Secured Lending Fund

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   814-01299   82-7020632

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

 

345 Park Avenue, 31st Floor

New York, NY

  10154
(Address of principal executive offices)   (Zip Code)

Registrant’s telephone number, including area code: (212) 503-2100

Not Applicable

(Former name or former address, if changed since last report)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b–2 of the Securities Exchange Act of 1934.

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.  ☐

 

 

 


Item 1.01. Entry into a Material Definitive Agreement.

Expense Support Agreement

On December 12, 2018, Blackstone / GSO Secured Lending Fund (the “ Company ”) entered into an expense support and conditional reimbursement agreement (the “ Expense Support Agreement ”) with GSO Asset Management LLC, the Company’s investment adviser (the “ Adviser ”).

The Expense Support Agreement provides that, at such times as the Adviser determines, the Adviser may pay certain expenses of the Company, provided that no portion of the payment will be used to pay any interest expense of the Company (each, an “ Expense Payment ”). Such Expense Payment will be made in any combination of cash or other immediately available funds no later than forty-five days after a written commitment from the Adviser to pay such expense, and/or by an offset against amounts due from the Company to the Adviser or its affiliates. Following any calendar quarter in which Available Operating Funds (as defined in the Expense Support Agreement) exceed the cumulative distributions accrued to the Company’s shareholders based on distributions declared with respect to record dates occurring in such calendar quarter (such amount referred to as the “ Excess Operating Funds ”), the Company shall pay such Excess Operating Funds, or a portion thereof (each, a “ Reimbursement Payment ”), to the Adviser until such time as all Expense Payments made by the Adviser to the Company within three years prior to the last business day of such calendar quarter have been reimbursed. The amount of the Reimbursement Payment for any calendar quarter shall equal the lesser of (i) the Excess Operating Funds in such quarter and (ii) the aggregate amount of all Expense Payments made by the Adviser to the Company within three years prior to the last business day of such calendar quarter that have not been previously reimbursed by the Company to the Adviser. The Expense Support Agreement provides additional restrictions on the amount of each Reimbursement Payment for any calendar quarter. The Adviser may waive its right to receive all or a portion of any Reimbursement Payment in any particular calendar quarter, so that such Reimbursement Payment may be reimbursable in a future calendar quarter.

The foregoing description is only a summary of the material provisions of the Expense Support Agreement and is qualified in its entirety by reference to a copy of the Expense Support Agreement, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated by reference herein.

Amended and Restated Dividend Reinvestment Plan

On December 12, 2018, the Board approved and adopted an Amended and Restated Dividend Reinvestment Plan (the “ Plan ”) applicable to common shares of beneficial interest (the “ Shares ”) of the Company, pursuant to which the Company will reinvest all cash dividends declared by the Board on behalf of each holder of Shares (a “ Shareholder ”) who do not elect to receive their dividends in cash.

Pursuant to the amendment and restatement, prior to an Exchange Listing (as defined in the Plan), a participating Shareholder will receive an amount of Shares equal to the amount of the distribution on that participant’s Shares divided by the most recent fiscal quarter-end net asset value (“ NAV ”) per Share that is available on the date such distribution was paid (unless the Board determines to use the NAV per Share as of another time).

The foregoing description is only a summary of the material provisions of the Plan and is qualified in its entirety by reference to a copy of the Plan, which is filed as Exhibit 10.2 to this Current Report on Form 8-K and incorporated by reference herein.

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On December 12, 2018, Dohyun (Doris) Lee-Silvestri resigned as Chief Financial Officer and Treasurer of the Company, effective as of December 12, 2018.

On December 12, 2018, the Company’s board of trustees (the “ Board ”) appointed Stephan Kuppenheimer, age 48, as Chief Financial Officer of the Company and Robert Busch, age 36, as Chief Accounting Officer and Treasurer of the Company. At that time, the Board also selected Mr. Kuppenheimer as the principal financial officer of the Company and Mr. Busch as the principal accounting officer of the Company, in each case effective as of December 12, 2018.


Mr. Kuppenheimer is a Managing Director with GSO Capital Partners LP (“ GSO ”), the Company’s administrator and an affiliate of the Company’s Adviser, responsible for capital markets, including the financing of GSO’s funds and investments as well as the syndication of certain portfolio holdings. Mr. Kuppenheimer is also a member of the investment committee for certain U.S. direct lending funds. Mr. Kuppenheimer joined GSO in 2015. Before joining GSO in 2015, he was a Senior Managing Director at Stifel Financial where he served as Head of Principal Investing and Head of Debt Capital Markets from 2010 to 2015. In addition, as part of his responsibilities at Stifel, Mr. Kuppenheimer served as a member of the board of directors of CM Finance Inc. (a publicly listed BDC). Prior to Stifel, Mr. Kuppenheimer was founder and CEO of FSI Capital, an alternative asset management company focused on U.S. credit products. Previously, Mr. Kuppenheimer was head of CLOs, structured funds and new products for Merrill Lynch. Mr. Kuppenheimer received a J.D., with Distinction, from Emory University School of Law and a B.A. from Colgate University with Honors in Philosophy.

Mr. Busch is a Senior Vice President with GSO. Mr. Busch joined GSO in 2018. Mr. Busch worked previously at Fifth Street Asset Management from 2012 to 2018, where he was Senior Vice President Finance and served as Controller of the firm’s two publicly traded business development companies and publicly traded alternative asset manager. Prior to that, Mr. Busch was an Audit Manager at Deloitte & Touche LLP serving clients in various industries including alternative asset management and real estate. Mr. Busch is a Certified Public Accountant in the state of New York and received a Bachelor’s Degree in Business Administration with a concentration in Accounting from Boston University’s Questrom School of Business where he graduated cum laude.

Item 9.01. Financial Statements and Exhibits.

 

(d)

Exhibits

 

Exhibit 10.1    Expense Support and Conditional Reimbursement Agreement, dated as of December 12, 2018.
Exhibit 10.2    Amended and Restated Dividend Reinvestment Plan.


SIGNATURE

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

 

    BLACKSTONE / GSO SECURED LENDING FUND
Date: December 18, 2018     By:  

/s/ Marisa J. Beeney

      Name: Marisa J. Beeney
      Title: Chief Compliance Officer, Chief Legal
      Officer and Secretary

Exhibit 10.1

EXPENSE SUPPORT AND CONDITIONAL REIMBURSEMENT AGREEMENT

This Expense Support and Conditional Reimbursement Agreement (the “ Agreement ”) is made this 12th day of December, 2018, by and between BLACKSTONE / GSO SECURED LENDING FUND, a Delaware statutory trust (the “ Fund ”), and GSO ASSET MANAGEMENT LLC, a Delaware limited liability company (the “ Adviser ”).

WHEREAS, the Fund is a non-diversified, closed-end management investment company that has elected to be regulated as a business development company under the Investment Company Act of 1940, as amended (the “ Investment Company Act ”);

WHEREAS, the Fund has retained the Adviser to furnish investment advisory services to the Fund on the terms and conditions set forth in the investment advisory agreement, dated October 1, 2018, entered between the Fund and the Adviser, as may be amended or restated (the “ Investment Advisory Agreement ”);

WHEREAS, the Fund and the Adviser have determined that it is appropriate and in the best interests of the Fund that the Adviser may elect to pay a portion of the Fund’s expenses from time to time, which the Fund will be obligated to reimburse to the Adviser at a later date if certain conditions are met.

NOW, THEREFORE, in consideration of the premises and for other good and valuable consideration, the parties hereby agree as follows:

 

1.

Adviser Expense Payments to the Fund

(a) At such times as the Adviser determines, the Adviser may elect to pay certain expenses of the Fund on the Fund’s behalf (each such payment, an “ Expense Payment ”). In making an Expense Payment, the Adviser will designate, as it deems necessary or advisable, what type of Expense it is paying (including, whether it is paying organizational or offering expenses); provided that no portion of an Expense Payment will be used to pay any interest expense of the Fund.

(b) The Fund’s right to receive an Expense Payment shall be an asset of the Fund upon the Adviser committing in writing to pay the Expense Payment pursuant to a notice substantially in the form of Appendix A . Any Expense Payment that the Adviser has committed to pay shall be paid by the Adviser to the Fund in any combination of cash or other immediately available funds no later than forty-five days after such commitment was made in writing, and/or offset against amounts due from the Fund to the Adviser or its affiliates.    

 

2.

Reimbursement of Expense Payments by the Fund

(a) Following any calendar quarter in which Available Operating Funds (as defined below) exceed the cumulative distributions accrued to the Fund’s shareholders based on distributions declared with respect to record dates occurring in such calendar quarter (the amount of such excess being hereinafter referred to as “ Excess Operating Funds ”), the Fund shall pay such Excess Operating Funds, or a portion thereof in accordance with Sections 2(b) and 2(c), as applicable, to the Adviser until such time as all Expense Payments made by the Adviser to the Fund within three years prior to the last business day of such calendar quarter have been reimbursed. Any payments required to be made by the Fund pursuant to this Section 2(a) shall be referred to herein as a “ Reimbursement Payment .” For purposes of this Agreement, “ Available Operating Funds ” means the sum of (i) the Fund’s net investment company taxable income (including net short-term capital gains reduced by net long-term capital losses), (ii) the Fund’s net capital gains (including the excess of net long-term capital gains over net short-term capital losses) and (iii) dividends and other distributions paid to the Fund on account of investments in portfolio companies (to the extent such amounts listed in clause (iii) are not included under clauses (i) and (ii) above).


(b) Subject to Section 2(c), the amount of the Reimbursement Payment for any calendar quarter shall equal the lesser of (i) the Excess Operating Funds in such quarter and (ii) the aggregate amount of all Expense Payments made by the Adviser to the Fund within three years prior to the last business day of such calendar quarter that have not been previously reimbursed by the Fund to the Adviser; provided that the Adviser may waive its right to receive all or a portion of any Reimbursement Payment in any particular calendar quarter, in which case such waived amount will remain unreimbursed Expense Payments reimbursable in future quarters pursuant to the terms of this Agreement.

(c) Notwithstanding anything to the contrary in this Agreement, no Reimbursement Payment for any calendar quarter shall be made if the annualized rate of regular cash distributions declared by the Fund on record dates in the applicable calendar quarter of such Reimbursement Payment is less than the annualized rate of regular cash distributions declared by the Fund on record dates in the calendar quarter in which the Expense Payment was committed to which such Reimbursement Payment relates.

(d) The Fund’s obligation to make a Reimbursement Payment shall automatically become a liability of the Fund on the last business day of the applicable calendar quarter, except to the extent the Adviser has waived its right to receive such payment for the applicable quarter. In connection with any Reimbursement Payment, the Fund may deliver a notice substantially in the form of Appendix A . The Reimbursement Payment for any calendar quarter shall be paid by the Fund to the Adviser in any combination of cash or other immediately available funds as promptly as possible following such calendar quarter and in no event later than forty-five days after the end of such calendar quarter.

(e) All Reimbursement Payments hereunder shall be deemed to relate to the earliest unreimbursed Expense Payments made by the Adviser to the Fund within three years prior to the last business day of the calendar quarter in which such Reimbursement Payment obligation is accrued.

 

3.

Termination and Survival

(a) This Agreement shall become effective as of the date of this Agreement.

(b) This Agreement may be terminated at any time, without the payment of any penalty, by the Fund or the Adviser at any time, with or without notice.

(c) This Agreement shall automatically terminate in the event of (i) the termination by the Fund of the Investment Advisory Agreement; (ii) the board of trustees of the Fund makes a determination to dissolve or liquidate the Fund; or (iii) upon a quotation or listing of the Fund’s securities on a national securities exchange (including through an initial public offering) or a sale of all or substantially all of the Fund’s assets to, or a merger or other liquidity transaction with, an entity in which the Fund’s shareholders receive shares of a publicly-traded company which continues to be managed by the Adviser or an affiliate thereof.

(d) Sections 3 and 4 of this Agreement shall survive any termination of this Agreement. Notwithstanding anything to the contrary, Section 2 of this Agreement shall survive any termination of this Agreement with respect to any Expense Payments that have not been reimbursed by the Fund to the Adviser.


4.

Miscellaneous

(a) The captions of this Agreement are included for convenience only and in no way define or limit any of the provisions hereof or otherwise affect their construction or effect.

(b) This Agreement contains the entire agreement of the parties and supersedes all prior agreements, understandings and arrangements with respect to the subject matter hereof.

(c) Notwithstanding the place where this Agreement may be executed by any of the parties hereto, this Agreement shall be construed in accordance with the laws of the State of New York. For so long as the Fund is regulated as a business development company under the Investment Company Act, this Agreement shall also be construed in accordance with the applicable provisions of the Investment Company Act. In such case, to the extent the applicable laws of the State of New York or any of the provisions herein conflict with the provisions of the Investment Company Act, the latter shall control. Further, nothing in this Agreement shall be deemed to require the Fund to take any action contrary to the Fund’s Second Amended and Restated Agreement and Declaration of Trust or By-Laws, as each may be amended or restated, or to relieve or deprive the board of trustees of the Fund of its responsibility for and control of the conduct of the affairs of the Fund.

(d) If any provision of this Agreement shall be held or made invalid by a court decision, statute, rule or otherwise, the remainder of this Agreement shall not be affected thereby and, to this extent, the provisions of this Agreement shall be deemed to be severable.

(e) The Fund shall not assign this Agreement or any right, interest or benefit under this Agreement without the prior written consent of the Adviser.

(f) This Agreement may be amended in writing by mutual consent of the parties. This Agreement may be executed by the parties on any number of counterparts, delivery of which may occur by facsimile or as an attachment to an electronic communication, each of which shall be deemed an original, and all of said counterparts taken together shall be deemed to constitute one and the same instrument.

[Remainder of page intentionally left blank.]


IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their duly authorized representatives as of the date first written above.

 

BLACKSTONE / GSO SECURED LENDING FUND
By:  

/s/ Marisa J. Beeney

Name:   Marisa J. Beeney
Title:   Chief Compliance Officer, Chief Legal Officer and Secretary
GSO ASSET MANAGEMENT LLC
By:  

/s/ Marisa J. Beeney

Name:   Marisa J. Beeney
Title:   Authorized Signatory

[Signature Page to Expense Support and Conditional Reimbursement Agreement]


Appendix A

Form of Notice of Expense Payment or Reimbursement Payment

Expense Payment

Expense Payment Effective Date:                                                                    

Expense Payment Amount:

Organizational Expense:                                                                          

Offering Expense:                                                                      

Management Fee:                                                                      

Incentive Fee:                                                                      

Other:                                                                      

Total:                                                                      

All Expense Payments are subject to reimbursement pursuant to the terms of the Agreement.

Reimbursement Payment

Reimbursement Payment Effective Date:                                                                    

Reimbursement Payment Amount:

Organizational Expense:                                                                          

Offering Expense:                                                                      

Management Fee:                                                                      

Incentive Fee:                                                                      

Other:                                                                      

Total:                                                                      

Exhibit 10.2

BLACKSTONE / GSO SECURED LENDING FUND

Amended and Restated Dividend Reinvestment Plan

This Dividend Reinvestment Plan (the “ Plan ”) provides holders of common shares of beneficial interest (the “ Shares ”) of Blackstone / GSO Secured Lending Fund (the “ Fund ”) enrolled in the Plan (the “ Participants ”) with a convenient method of purchasing additional Shares by automatically reinvesting all or a portion of cash dividends on Shares. Each holder of Shares (a “ Shareholder ”) is advised as follows:

 

1.

Enrollment of Participants . A Shareholder automatically participates in the Plan, unless the Shareholder affirmatively elects in the Fund’s subscription documents not to participate. A Shareholder whose Shares are registered in the name of a nominee (such as an intermediary firm through which the Shareholder acquired Shares (an “ Intermediary ”)) must contact the nominee regarding the Shareholder’s status under the Plan.

 

2.

The Plan Administrator . DST Systems, Inc. (the “ Plan Administrator ”) acts as Plan administrator for each Participant. The Plan Administrator or its delegee Plan administrator will open an account for each Participant under the Plan in the same name as the one in which the Participant’s outstanding Shares are registered.

 

3.

Distributions . The Fund will declare all income dividends and/or capital gains distributions (collectively, “ Distributions ”) payable in Shares (or, as discussed below, at the option of Shareholders solely upon an affirmative election, in cash). Prior to a quotation or listing of the Fund’s securities on a national securities exchange (including through an initial public offering) or a sale of all or substantially all of the Fund’s assets to, or a merger or other liquidity transaction with, an entity in which Shareholders receive shares of a publicly-traded company that continues to be managed by the Fund’s investment adviser or an affiliate thereof (an “ Exchange Listing ”), to the extent that a Participant reinvests Distributions in additional Shares, the Participant will receive an amount of Shares equal to the amount of the Distribution on that Participant’s Shares divided by the most recent fiscal quarter-end net asset value per Share that is available on the date such Distribution was paid (unless the Fund’s board of directors (the “ Board ”) determines to use the net asset value per share as of another time) (the “ Reference NAV ”). Shareholders receiving Distributions in the form of additional Shares will be treated for tax purposes as receiving a Distribution in the amount of cash that they would have received if they had elected to receive the Distribution in cash, unless the Fund issues additional Shares with a fair market value equal to or greater than the Reference NAV, in which case such Shareholders will be treated as receiving a Distribution in the amount of the fair market value of the distributed Shares. Following an Exchange Listing, to the extent that a Participant reinvests Distributions in additional Shares, the Participant will receive an amount of Shares equal to the amount of the Distribution on that Participant’s Shares divided by the market price per Share at the close of regular trading on the applicable stock exchange on the date of such Distribution, subject to the adjustments described below.


  The market price per Share on a particular date shall be the closing price for such Shares on the applicable stock exchange on such date or, if no sale is reported for such date, at the average of their reported bid and asked prices. However, if the market price per Share exceeds the most recently computed net asset value per Share, the Fund shall 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 exceeds the most recently computed net asset value per Share). Such Distributions shall be payable on such date or dates as may be fixed from time to time by the Board to Shareholders of record at the close of business on the record date established by the Board for the Distribution involved.

 

4.

Withdrawing from the Plan . A Participant may terminate its participation in the Plan at any time by sending a written notice to DST Systems, Inc., 333 W. 11th Street, 5th Floor, Kansas City, MO 64105, who, upon receipt of such notice, will cause the Participant to receive both income dividends and capital gain distributions, if any, in cash. A Participant holding Shares through an Intermediary may elect to receive cash by notifying the Intermediary (who should be directed to inform the Fund). A Shareholder is free to change this election at any time. If, however, a Shareholder requests to change its election within 95 days prior to a Distribution, the request will be effective only with respect to Distributions after the 95 day period.

 

5.

Recordkeeping . The Plan Administrator will reflect each Participant’s Shares acquired pursuant to the Plan together with the Shares of other Shareholders of the Fund acquired pursuant to the Plan in non-certificated form. Each Participant will be sent a confirmation by the Plan Administrator of each acquisition made for its account as soon as practicable, but not later than 60 days after the date thereof. Distributions on fractional Shares will be credited to each Participant’s account to three decimal places. In the event of termination of a Participant’s account under the Plan prior to an Exchange Listing, the Plan Administrator will adjust for any such undivided fractional interest in cash of the Reference NAV of the affected class of Shares at the time of termination. In the event of termination of a Participant’s account under the Plan following an Exchange Listing, the Plan Administrator will adjust for any such undivided fractional interest in cash of the market price per Share or other price per Share, as described above, of the affected class of Shares at the time of termination. Any Share Distributions or split Shares distributed by a Fund on Shares held by the Plan Administrator for Participants will be credited to their accounts.

 

6.

Fees . The Plan Administrator’s service fee for handling Distributions will be paid by the Fund.


7.

Termination of the Plan . The Plan may be terminated by the Fund at any time upon written notice to the Participants.

 

8.

Amendment of the Plan . These terms and conditions may be amended by the Fund at any time or times but, except when necessary or appropriate to comply with applicable law or any applicable rules or policies of the Securities and Exchange Commission or any other regulatory authority, only by sending written notice to the Participants at least 30 days prior to the effective date thereof. The amendment shall be deemed to be accepted by each Participant unless, prior to the effective date thereof, the Plan Administrator receives written notice of the termination of the Participant’s account under the Plan.

 

9.

Standard of Care . The Plan Administrator shall at all times act in good faith and agree to use its best efforts within reasonable limits to insure the accuracy of all services performed under the Plan and to comply with applicable law, but the Plan Administrator assumes no responsibility and shall not be liable for loss or damage due to errors unless such error is caused by the negligence, bad faith or willful misconduct of the Plan Administrator or its employees.

 

10.

Applicable Law . These terms and conditions shall be governed by the laws of the State of New York.