Table of Contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

___________________________________________________

FORM 10-Q

_____________________________________________________

(Mark One)

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

For the quarterly period ended March 31, 2022

OR

☐			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 814-01358

_____________________________________________________

Blackstone Private Credit Fund

(Exact name of Registrant as specified in its Charter)

_____________________________________________________

Delaware						84-7071531
(State or other jurisdiction of incorporation or organization)						(I.R.S. Employer Identification No.)
345 Park Avenue, 31st Floor New York, New York						10154
(Address of principal executive offices)						(Zip Code)

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

________________________

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

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

None

None

None

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  x    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, smaller reporting company, or an emerging growth company. See the definition of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act:

Large accelerated filer

o

Accelerated filer

o

Non-accelerated filer

x

Smaller reporting company

o

Emerging growth company

o

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 Act).    YES  ¨    NO  x

The number of shares of Registrant’s Common Stock, $0.01 par value per share, outstanding as of May 13, 2022 was 516,309,314, 211,850,917 and 30,402,828 of Class I, Class S and Class D common shares, respectively. Common shares outstanding exclude May 1, 2022 subscriptions since the issuance price is not yet finalized at this time.

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Table of Contents

						Page
PART I			FINANCIAL INFORMATION
Item 1.			Financial Statements
			Consolidated Statements of Assets and Liabilities as of March 31, 2022 and December 31, 2021 (Unaudited)			2
			Consolidated Statement of Operations for the three months ended March 31, 2022 and 2021 (Unaudited)			4
			Consolidated Statement of Changes in Net Assets for the three months ended March 31, 2022 and 2021 (Unaudited)			5
			Consolidated Statement of Cash Flows for three months ended March 31, 2022 and 2021 (Unaudited)			6
			Consolidated Schedule of Investments as of March 31, 2022 and December 31, 2021 (Unaudited)			8
			Notes to Consolidated Financial Statements (Unaudited)			63
Item 2.			Management’s Discussion and Analysis of Financial Condition and Results of Operations			126
Item 3.			Quantitative and Qualitative Disclosures About Market Risk			141
Item 4.			Controls and Procedures			142
PART II			OTHER INFORMATION
Item 1.			Legal Proceedings			143
Item 1A.			Risk Factors			143
Item 2.			Unregistered Sales of Equity Securities and Use of Proceeds			143
Item 3.			Defaults Upon Senior Securities			143
Item 4.			Mine Safety Disclosures			143
Item 5.			Other Information			143
Item 6.			Exhibits			143
Signatures

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CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

This report contains forward-looking statements that involve substantial risks and uncertainties. Such statements involve known and unknown risks, uncertainties and other factors and undue reliance should not be placed thereon. These forward-looking statements are not historical facts, but rather are based on current expectations, estimates and projections about Blackstone Private Credit Fund (together, with its consolidated subsidiaries, the “Company,” “we” or “our”), our current and prospective portfolio investments, our industry, our beliefs and opinions, and our assumptions. Words such as “anticipates,” “expects,” “intends,” “plans,” “will,” “may,” “continue,” “believes,” “seeks,” “estimates,” “would,” “could,” “should,” “targets,” “projects,” “outlook,” “potential,” “predicts” 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 and could cause actual results to differ materially from those expressed or forecasted in the forward-looking statements, including without limitation:

•our future operating results;

•our business prospects and the prospects of the companies in which we may invest;

•the impact of the investments that we expect to make;

•our ability to raise sufficient capital to execute our investment strategy;

•general economic and political trends and other external factors, including the current novel coronavirus (“COVID-19”) pandemic;

•turmoil in Ukraine and Russia and the potential for volatility in energy prices and its impact on the industries in which we invest;

•the ability of our portfolio companies to achieve their objectives;

•our current and expected financing arrangements and investments;

•changes in the general interest rate environment;

•the adequacy of our cash resources, financing sources and working capital;

•the timing and amount of cash flows, distributions and dividends, if any, from our portfolio companies;

•our contractual arrangements and relationships with third parties;

•actual and potential conflicts of interest with Blackstone Credit BDC Advisors LLC (the “Adviser”) or any of its affiliates;

•the dependence of our future success on the general economy and its effect on the industries in which we may invest;

•our use of financial leverage;

•our business prospects and the prospects of our portfolio companies, including our and their ability to achieve our respective objectives as a result of the current COVID-19 pandemic;

•the ability of the Adviser to source suitable investments for us and to monitor and administer our investments;

•the ability of the Adviser or its affiliates to attract and retain highly talented professionals;

•our ability to qualify for and maintain our qualification as a regulated investment company and as a business development company (“BDC”);

•the impact on our business of U.S. and international financial reform legislation, rules and regulations;

•the effect of changes to tax legislation and our tax position; and

•the tax status of the enterprises in which we may invest.

Although we believe that the assumptions on which these forward-looking statements are based are reasonable, any of those assumptions could prove to be inaccurate, and as a result, the forward-looking statements based on those assumptions also could be inaccurate. In light of these and other uncertainties, the inclusion of any 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. These risks and uncertainties include those described or identified in the section entitled “Risk Factors” in Part I, Item 1A of our annual report on Form 10-K for the year ended December 31, 2021 and Part II, Item 1A of this Form 10-Q. These projections and forward-looking statements apply only as of the date of this report. Moreover, we assume no duty and do not undertake to update the forward-looking statements, except as required by applicable law. Because we are an investment company, the forward-looking statements and projections contained in this report are excluded from the safe harbor protection provided by Section 21E of the U.S. Securities Exchange Act of 1934 Act, as amended (the “1934 Act”).

1

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PART I - FINANCIAL INFORMATION

Item 1. Financial Statements.

Blackstone Private Credit Fund

Consolidated Statements of Assets and Liabilities

(in thousands, except share and per share amounts)

(Unaudited)

			March 31, 2022						December 31, 2021
ASSETS
Investments at fair value
Non-controlled/non-affiliated investments (cost of $36,851,314 and $30,483,619 at March 31, 2022 and December 31, 2021, respectively)			$	36,845,765					$	30,579,870
Non-controlled/affiliated investments (cost of $583 and $583 at March 31, 2022 and December 31, 2021, respectively)			1,799						1,614
Controlled/affiliated investments (cost of $924,724 and $213,821 at March 31, 2022 and December 31, 2021, respectively)			929,910						214,209
Total investments at fair value (cost of $37,776,621 and $30,698,023 at March 31, 2022 and December 31, 2021, respectively)			37,777,474						30,795,693
Cash and cash equivalents (restricted cash of $138,810 and $2,500 at March 31, 2022 and December 31, 2021, respectively)			1,642,981						617,986
Interest receivable from non-controlled/non-affiliated investments			284,521						194,493
Deferred financing costs			79,984						76,357
Deferred offering costs			1,890						2,471
Receivable for investments sold			627,061						663,594
Subscription receivable			—						826
Unrealized appreciation on foreign currency forward contracts			—						1,505
Other assets			1,558						789
Total assets			$	40,415,469					$	32,353,714
LIABILITIES
Debt (net of unamortized debt issuance costs of $89,222 and $61,526 at March 31, 2022 and December 31, 2021, respectively)			$	19,073,255					$	18,239,934
Payable for investments purchased			3,034,472						997,408
Management fees payable			50,627						35,038
Income based incentive fee payable			48,148						36,004
Capital gains incentive fee payable			4,557						15,058
Interest payable			76,940						50,294
Due to affiliates			7,483						9,348
Distribution payable (Note 8)			117,617						100,155
Payable for share repurchases (Note 8)			54,464						12,205
Unrealized depreciation on foreign currency forward contracts			11,957						—
Accrued expenses and other liabilities			33,542						3,450
Total liabilities			22,513,062						19,498,894
Commitments and contingencies (Note 7)
NET ASSETS
Common shares, $0.01 par value (693,235,505 and 495,831,116 shares issued and outstanding at March 31, 2022 and December 31, 2021, respectively)			6,932						4,958
Additional paid in capital			17,843,265						12,734,425
Distributable earnings (loss)			52,210						115,437
Total net assets			17,902,407						12,854,820
Total liabilities and net assets			$	40,415,469					$	32,353,714
NET ASSET VALUE PER SHARE
The accompanying notes are an integral part of these consolidated financial statements.

2

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Blackstone Private Credit Fund
Consolidated Statements of Assets and Liabilities
(in thousands, except share and per share amounts)
(Unaudited)
NET ASSET VALUE PER SHARE
Class I Shares:
Net assets			$	12,273,986					$	8,985,674
Common shares outstanding ($0.01 par value, unlimited shares authorized)			475,287,142						346,591,556
Net asset value per share			$	25.82					$	25.93
Class S Shares:
Net assets			$	4,931,495					$	3,433,213
Common shares outstanding ($0.01 par value, unlimited shares authorized)			190,961,700						132,425,100
Net asset value per share			$	25.82					$	25.93
Class D Shares:
Net assets			$	696,926					$	435,933
Common shares outstanding ($0.01 par value, unlimited shares authorized)			26,986,663						16,814,460
Net asset value per share			$	25.82					$	25.93

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

3

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Blackstone Private Credit Fund

Consolidated Statement of Operations

(in thousands, except share and per share amounts)

(Unaudited)

			Three Months Ended March 31,
			2022						2021
Investment income:
From non-controlled/non-affiliated investments:
Interest income			$	512,807					$	34,203
Payment-in-kind interest income			21,419						122
Dividend income			1,510						—
Fee income			649						64
From controlled/affiliated investments:
Dividend income			19,301						—
Total investment income			555,686						34,389
Expenses:
Interest expense			113,390						3,440
Management fees			50,627						4,380
Income based incentive fee			48,148						2,845
Capital gains incentive fee			(10,502)						2,802
Distribution and shareholder servicing fees
Class S			9,453						358
Class D			383						—
Professional fees			1,688						578
Board of Trustees’ fees			194						139
Administrative service expenses (Note 3)			1,186						295
Other general & administrative			2,370						935
Organization costs			—						1,090
Amortization of continuous offering costs			928						771
Total expenses			217,865						17,633
Expense support (Note 3)			—						(2,199)
Management fees waived (Note 3)			—						(4,380)
Incentive fees waived (Note 3)			—						(2,845)
Net expenses			217,865						8,209
Net investment income before excise tax			337,821						26,180
Excise tax expense			117						—
Net investment income after excise tax			337,704						26,180
Realized and unrealized gain (loss):
Net change in unrealized appreciation (depreciation):
Non-controlled/non-affiliated investments			(78,095)						16,210
Controlled/affiliated investments			4,797						—
Non-controlled/affiliated investments			184						—
Foreign currency forward contracts			(13,462)						—
Forward purchase obligation (Note 7)			—						1,910
Net unrealized appreciation (depreciation)			(86,576)						18,120
Realized gain (loss):
Non-controlled/non-affiliated investments			1,662						417
Forward purchase obligation (Note 7)			—						1,461
Derivative (Note 7)			—						2,334
Foreign currency transactions			953						81
Net realized gain (loss)			2,615						4,293
Net realized and unrealized gain (loss)			(83,961)						22,413
Net increase (decrease) in net assets resulting from operations			$	253,743					$	48,593

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

4

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Blackstone Private Credit Fund

Consolidated Statement of Changes in Net Assets

(in thousands)

(Unaudited)

			Three Months Ended March 31,
			2022						2021
Operations:
Net investment income			$	337,704					$	26,180
Net realized gain (loss) on investments			2,615						4,293
Net change in unrealized appreciation (depreciation) on investments			(86,576)						18,120
Net increase (decrease) in net assets resulting from operations			253,743						48,593
Distributions to common shareholders:
Class I			(224,687)						(21,120)
Class S			(80,248)						(2,530)
Class D			(11,981)						—
Net decrease in net assets resulting from distributions			(316,916)						(23,650)
Share transactions:
Class I:
Proceeds from shares sold			3,253,768						1,805,447
Share transfers between classes			14,239						—
Distributions reinvested			101,772						4,848
Repurchased shares, net of early repurchase deduction			(37,853)						—
Net increase (decrease) from share transactions			3,331,926						1,810,295
Class S:
Proceeds from shares sold			1,496,030						280,288
Share transfers between classes			(766)						—
Distributions reinvested			36,694						575
Repurchased shares, net of early repurchase deduction			(16,470)						—
Net increase (decrease) from share transactions			1,515,488						280,863
Class D:
Proceeds from shares sold			271,539						—
Share transfers between classes			(13,473)						—
Distributions reinvested			5,474						—
Repurchased shares, net of early repurchase deduction			(194)						—
Net increase (decrease) from share transactions			263,346						—
Total increase (decrease) in net assets			5,047,587						2,116,101
Net assets, beginning of period			12,854,820						52
Net assets, end of period			$	17,902,407					$	2,116,153

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

5

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Blackstone Private Credit Fund

Consolidated Statement of Cash Flows

(in thousands)

(Unaudited)

			Three Months Ended March 31,
			2022						2021
Cash flows from operating activities:
Net increase (decrease) in net assets resulting from operations			$	253,743					$	48,593
Adjustments to reconcile net increase (decrease) in net assets resulting from operations to net cash provided by (used in) operating activities:
Net unrealized (appreciation) depreciation on investments			73,114						(16,210)
Net change in unrealized gain/loss on foreign currency forward contracts			13,462						—
Net unrealized (appreciation) depreciation on forward purchase obligation			—						(1,910)
Net realized (gain) loss on investments			(1,662)						(417)
Net realized (gain) loss on forward purchase obligation			—						(1,461)
Net realized (gain) loss on derivative			—						(2,334)
Payment-in-kind interest capitalized			(26,180)						—
Net accretion of discount and amortization of premium			(23,451)						(1,704)
Amortization of deferred financing costs			4,811						457
Amortization of debt issuance costs and original issue discount on notes			3,813						—
Amortization of offering costs			928						771
Payment in connection with purchase of Syndicated Warehouse, net of cash received			—						(44,521)
Payment in connection with Purchase Agreement transaction, net of cash received			—						(697,431)
Purchases of investments			(7,816,601)						(4,316,483)
Proceeds from sale of investments and principal repayments			789,219						227,117
Changes in operating assets and liabilities:
Interest receivable			(90,027)						(6,137)
Receivable for investments			36,532						(84,117)
Other assets			(767)						(117)
Payable for investments purchased			2,037,064						1,488,419
Management fee payable			15,589						—
Income based incentive fee payable			12,144						—
Capital gains incentive fee payable			(10,502)						2,802
Due to affiliates			(1,865)						897
Interest payable			26,645						2,445
Accrued expenses and other liabilities			2,293						1,474
Net cash provided by (used in) operating activities			(4,701,698)						(3,399,867)
Cash flows from financing activities:
Borrowings on debt			3,435,973						1,726,762
Repayments on debt			(2,545,486)						(275,000)
Deferred financing costs paid			(8,283)						(11,896)
Debt issuance costs paid			(8,829)						—
Deferred offering costs paid			(961)						—
Proceeds from issuance of common shares			5,022,164						2,085,735
Repurchased shares, net of early repurchase deduction paid			(12,205)						—
Dividends paid in cash			(155,680)						(6,318)
Net cash provided by (used in) financing activities			5,726,693						3,519,283
Net increase (decrease) in cash and cash equivalents			1,024,995						119,416
Effect of foreign exchange rate changes on cash and cash equivalents			—						(205)
Cash and cash equivalents, beginning of period			617,986						52
Cash and cash equivalents, end of period			$	1,642,981					$	119,263

6

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Blackstone Private Credit Fund Consolidated Statement of Cash Flows (in thousands)
Supplemental information and non-cash activities:
Interest paid during the period			$	84,300					$	501
Distribution payable			$	117,617					$	11,909
Reinvestment of dividends during the period			$	143,941					$	5,423
Accrued but unpaid debt financing and debt issuance costs			$	2,004					$	1,077
Accrued but unpaid offering costs			$	51					$	3,324
Non-cash assets acquired/liabilities assumed:
Syndicated Warehouse (Note 7):
Investments			$	—					$	300,464
Debt			$	—					$	(134,000)
Other assets/liabilities, net			$	—					$	(118,411)
Twin Peaks (Note 11):
Investments			$	—					$	1,023,188
Debt			$	—					$	(337,648)
Other assets/liabilities, net			$	—					$	(35,473)

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

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Blackstone Private Credit Fund Consolidated Schedule of Investments March 31, 2022 (in thousands) (Unaudited)

Investments (1)						Reference Rate and Spread						Interest Rate (2)(14)						Maturity Date						Par Amount/Units						Cost (3)						Fair Value						Percentage of Net Assets
Investments—non-controlled/non-affiliated
First Lien Debt
Aerospace & Defense
Amentum Government Services Holdings, LLC (8)						L + 3.50%						3.96%						1/29/2027						$	2,992					$	2,996					$	2,965					0.02		%
Amentum Government Services Holdings, LLC (9)						L + 4.00%						4.65%						2/15/2029						19,306						19,216						19,185						0.11
Atlas CC Acquisition Corp. (7)(10)						L + 4.25%						5.00%						5/25/2028						52,436						50,459						51,939						0.29
Corfin Holdings, Inc. (4)(11)						L + 5.75%						6.75%						12/27/2027						32,494						32,456						32,477						0.18
Linquest Corp. (4)(7)(10)						L + 5.75%						6.50%						7/28/2028						156,713						153,477						153,131						0.86
Loar Group, Inc. (4)(11)						L + 7.25%						8.25%						10/2/2023						29,346						29,346						29,346						0.16
MAG DS Corp. (11)						L + 5.50%						6.51%						4/1/2027						10,700						10,541						9,737						0.05
Maverick Acquisition, Inc. (4)(5)(7)(11)						L + 6.00%						7.01%						6/1/2027						49,082						48,005						48,430						0.27
Peraton Corp. (10)						L + 3.75%						4.50%						2/1/2028						81,357						81,144						80,950						0.45
Vertex Aerospace Services Corp. (10)						L + 4.00%						4.75%						10/27/2028						40,385						40,290						40,309						0.23
																														467,930						468,469						2.62
Air Freight & Logistics
AGI-CFI Holdings, Inc. (4)(10)						L + 5.50%						6.25%						6/11/2027						270,620						265,659						267,914						1.50
Livingston International, Inc. (4)(6)(10)						L + 5.50%						6.51%						4/30/2027						105,413						104,675						104,359						0.58
Mode Purchaser, Inc. (4)(11)						L + 6.25%						7.25%						12/9/2026						204,561						200,323						204,561						1.14
R1 Holdings, LLC (4)(7)(11)						L + 6.00%						7.00%						1/2/2026						38,652						38,611						38,652						0.22
RWL Holdings, LLC (4)(7)(10)						SOFR + 5.75%						6.50%						12/31/2028						218,835						214,088						213,878						1.19
SEKO Global Logistics Network, LLC (4)(11)						E + 5.00%						6.00%						12/30/2026						€	35,393					40,409						39,181						0.22
SEKO Global Logistics Network, LLC (4)(7)(11)						L + 5.00%						6.00%						12/30/2026						99,729						98,548						99,519						0.56
The Kenan Advantage Group, Inc. (10)						L + 3.75%						4.50%						3/12/2026						28,965						28,943						28,630						0.16
Wwex Uni Topco Holdings, LLC (10)						L + 4.25%						5.00%						7/26/2028						17,637						17,547						17,491						0.10
																														1,008,803						1,014,185						5.67
Airlines
Air Canada (6)(10)						L + 3.50%						4.25%						8/11/2028						12,819						12,802						12,712						0.07
American Airlines, Inc. (6)(10)						L + 4.75%						5.50%						3/11/2028						7,314						7,251						7,424						0.04
United Airlines, Inc. (6)(10)						L + 3.75%						4.50%						4/21/2028						21,577						21,647						21,359						0.12
																														41,700						41,495						0.23
Auto Components
Clarios Global LP (6)(8)						L + 3.25%						3.71%						4/30/2026						14,806						14,676						14,643						0.08
GC EOS Buyer, Inc. (8)						L + 4.50%						4.96%						8/1/2025						11,972						11,982						11,865						0.07
Metis Buyer, Inc. (4)(5)(7)(8) - Revolving Term Loan						L + 3.75%						4.22%						5/4/2028						5,400						5,234						5,291						0.03
Metis Buyer, Inc. (10)						L + 4.00%						4.75%						5/4/2028						49,625						48,436						49,432						0.28
Wheel Pros, Inc. (10)						L + 4.50%						5.25%						4/23/2028						25,841						25,847						24,707						0.14
																														106,175						105,938						0.60

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Blackstone Private Credit Fund Consolidated Schedule of Investments March 31, 2022 (in thousands) (Unaudited)

Investments (1)						Reference Rate and Spread						Interest Rate (2)(14)						Maturity Date						Par Amount/Units						Cost (3)						Fair Value						Percentage of Net Assets
First Lien Debt (continued)
Beverages
Arterra Wines Canada, Inc. (6)(10)						L + 3.50%						4.51%						11/24/2027						7,937						7,922						7,874						0.04
Naked Juice, LLC (9)						SOFR + 3.25%						3.90%						1/24/2029						24,835						24,726						24,480						0.14
Triton Water Holdings, Inc. (9)						L + 3.50%						4.51%						3/18/2028						48,014						47,637						46,925						0.26
																														80,285						79,279						0.44
Building Products
Cornerstone Building Brands, Inc. (6)(9)						L + 3.25%						3.75%						4/12/2028						7,428						7,404						7,209						0.04
CP Atlas Buyer, Inc. (9)						L + 3.75%						4.25%						11/23/2027						54,422						54,222						52,993						0.30
Empire Today, LLC (10)						L + 5.00%						5.75%						3/8/2028						61,471						60,546						58,654						0.33
Engineered Stone Group Holdings III Ltd. (4)(6)(7)(10)						E + 5.75%						6.50%						4/23/2028						€	58,583					56,468						57,376						0.32
Fencing Supply Group Acquisition, LLC (4)(7)(11)						L + 6.00%						7.00%						2/26/2027						105,254						103,750						104,728						0.58
Great Day Improvements, LLC (4)(7)(10)						L + 6.25%						7.26%						12/29/2027						183,291						179,231						179,051						1.00
Griffon Corporation (6)(9)						SOFR + 2.75%						3.27%						1/24/2029						2,045						2,040						2,027						0.01
Illuminate Merger Sub Corp. (9)						L + 3.50%						4.51%						6/30/2028						30,955						30,655						30,004						0.17
Jacuzzi Brands, LLC (4)(11)						L + 6.50%						7.50%						2/25/2025						52,938						52,455						52,938						0.30
Kodiak BP, LLC (10)						L + 3.25%						4.00%						2/25/2028						39,167						38,854						38,402						0.21
L&S Mechanical Acquisition, LLC (4)(7)(10)						L + 5.75%						6.50%						9/1/2027						114,507						112,438						109,927						0.61
Lindstrom, LLC (4)(11)						L + 6.25%						7.25%						4/7/2025						27,906						27,701						27,906						0.16
Mi Windows and Doors, LLC (11)						SOFR + 3.50%						4.50%						12/18/2027						15,139						15,176						14,982						0.08
New Arclin US Holding Corp. (6)(7)(9)						L + 3.75%						4.25%						10/2/2028						28,862						28,761						28,103						0.16
Tamko Building Product, LLC (8)						L + 3.00%						3.52%						6/1/2026						2,000						1,950						1,965						0.01
The Chamberlain Group, Inc. (9)						L + 3.50%						4.51%						11/3/2028						36,461						36,265						36,074						0.20
Windows Acquisition Holdings, Inc. (4)(11)						L + 6.50%						7.50%						12/29/2026						62,208						61,217						62,208						0.35
																														869,133						864,547						4.83
Capital Markets
Advisor Group Holdings, Inc. (8)						L + 4.50%						4.96%						7/31/2026						42,270						42,192						42,145						0.24
AllSpring Buyer, LLC (9)						L + 3.25%						4.31%						11/1/2028						3,000						3,017						2,985						0.02
Resolute Investment Managers, Inc. (11)						L + 4.25%						5.25%						4/30/2024						12,453						12,497						12,383						0.07
Situs-AMC Holdings Corporation (4)(10)						SOFR + 5.75%						6.50%						12/22/2027						110,000						108,950						108,900						0.61
Superannuation And Investments US, LLC (6)(9)						L + 3.75%						4.25%						9/23/2028						21,334						21,225						21,165						0.12
The Edelman Financial Engines Center, LLC (10)						L + 3.50%						4.25%						3/15/2028						32,797						32,687						32,476						0.18
																														220,568						220,054						1.24

9

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Table of Contents

Blackstone Private Credit Fund Consolidated Schedule of Investments March 31, 2022 (in thousands) (Unaudited)

Investments (1)						Reference Rate and Spread						Interest Rate (2)(14)						Maturity Date						Par Amount/Units						Cost (3)						Fair Value						Percentage of Net Assets
First Lien Debt (continued)
Chemicals
Ascend Performance Materials Operations, LLC (10)						L + 4.75%						5.76%						8/27/2026						4,950						5,018						4,942						0.03
DCG Acquisition Corp. (8)						L + 4.50%						4.96%						9/30/2026						4,987						4,999						4,916						0.03
Dominion Colour Corporation (4)(6)(11)						L + 7.25% (incl. 2.00% PIK)						8.25%						4/6/2024						35,866						34,861						35,239						0.20
Geon Performance Solutions, LLC (10)						L + 4.75%						5.50%						8/9/2028						7,375						7,324						7,375						0.04
Hexion Holdings Corp. (9)						SOFR + 4.50%						5.00%						3/15/2029						9,835						9,590						9,638						0.05
Hyperion Materials & Technologies, Inc. (9)						L + 4.50%						5.01%						8/28/2028						25,207						25,118						25,058						0.14
LSF11 Skyscraper Holdco S.à r.l, LLC (6)(10)						L + 3.50%						4.51%						9/29/2027						19,850						19,762						19,801						0.11
NIC Acquisition Corp. (10)						L + 3.75%						4.76%						12/29/2027						11,228						11,231						10,947						0.06
Olympus Water US Holding Corp. (9)						L + 3.75%						4.81%						9/21/2028						13,811						13,781						13,479						0.08
Oxea Corporation (6)(8)						L + 3.25%						3.69%						10/14/2024						6						6						6						0.00
Polymer Additives, Inc. (8)						L + 6.00%						6.30%						7/31/2025						30,342						28,382						29,179						0.16
WR Grace Holdings, LLC (6)(9)						L + 3.75%						4.81%						9/22/2028						9,975						9,994						9,920						0.06
																														170,066						170,500						0.96
Commercial Services & Supplies
Access CIG, LLC (8)						L + 3.75%						4.21%						2/27/2025						40,938						40,795						40,395						0.23
Allied Universal Holdco, LLC (9)						L + 3.75%						4.25%						5/12/2028						63,742						63,503						62,848						0.35
All-Star Co-Borrower, LLC (4)(6)(9)						L + 4.00%						4.51%						11/16/2028						2,790						2,799						2,773						0.02
All-Star Co-Borrower, LLC (6)(9)						L + 3.50%						4.01%						11/16/2028						33,448						33,317						32,998						0.18
APX Group, Inc. (6)(9)						L + 3.50%						4.00%						7/10/2028						32,930						32,824						32,858						0.18
Bazaarvoice, Inc. (4)(7)(8)						L + 5.75%						5.87%						5/7/2028						371,236						371,236						371,236						2.07
Belfor Holdings, Inc. (4)(8)						L + 3.75%						4.21%						4/6/2026						4,949						4,967						4,931						0.03
DG Investment Intermediate Holdings 2, Inc. (10)						SOFR + 3.50%						4.25%						3/17/2028						46,518						46,541						46,116						0.26
DG Investment Intermediate Holdings 2, Inc. (4)(7)(8)						SOFR + 4.25%						4.66%						3/17/2028						19,338						19,057						19,169						0.11
Divisions Holding Corp. (10)						L + 4.75%						5.50%						5/29/2028						23,976						23,763						23,856						0.13
EAB Global, Inc. (9)						L + 3.50%						4.00%						6/28/2028						17,975						17,924						17,822						0.10
ECP Gopher Holdings L.P. (11)						L + 3.25%						4.25%						3/6/2025						3,948						3,962						3,600						0.02
eResearchTechnology, Inc. (11)						L + 4.50%						5.50%						2/4/2027						32,022						32,102						31,952						0.18
Foundational Education Group, Inc. (9)						L + 4.25%						4.75%						8/31/2028						9,120						9,036						9,120						0.05
Garda World Security Corp. (6)(8)						L + 4.25%						4.71%						10/30/2026						45,980						45,874						45,566						0.25
Genuine Financial Holdings, LLC (8)						L + 3.75%						4.21%						7/11/2025						16,888						16,840						16,728						0.09
International SOS The Americas LP (4)(6)(9)						L + 3.75%						4.81%						8/5/2028						2,325						2,304						2,322						0.01
Java Buyer, Inc. (4)(7)(10)						L + 5.75%						6.63%						12/15/2027						139,919						136,434						136,255						0.76
JSS Holdings, Inc. (4)(10)						L + 6.00%						6.75%						12/17/2028						242,741						239,233						240,921						1.35

10

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Table of Contents

Blackstone Private Credit Fund Consolidated Schedule of Investments March 31, 2022 (in thousands) (Unaudited)

Investments (1)						Reference Rate and Spread						Interest Rate (2)(14)						Maturity Date						Par Amount/Units						Cost (3)						Fair Value						Percentage of Net Assets
First Lien Debt (continued)
Commercial Services & Supplies (continued)
JSS Holdings, Inc. (4)(11)						L + 6.25%						7.25%						12/17/2028						46,468						45,888						46,119						0.26
Knowledge Pro Buyer, Inc. (4)(7)(10)						L + 5.75%						6.50%						12/10/2027						46,724						45,553						45,490						0.25
KPSKY Acquisition, Inc. (4)(7)(10)						L + 5.50%						6.25%						10/19/2028						195,859						191,987						191,942						1.07
MaxGen Energy Services Corporation (4)(11)						L + 4.75%						5.75%						6/2/2027						83,615						81,731						81,524						0.46
Onex Baltimore Buyer, Inc. (4)(7)(10)						L + 5.75%						6.50%						12/1/2027						260,796						255,538						255,643						1.43
PECF USS Intermediate Holding III Corp. (9)						L + 4.25%						4.76%						12/15/2028						30,765						30,779						30,532						0.17
Polyphase Elevator Holding Co. (4)(7)(11)						L + 5.50%						6.50%						12/21/2027						25,877						25,489						25,228						0.14
Recycle & Resource US, LLC (6)(9)						L + 3.50%						4.50%						7/8/2028						5,206						5,171						5,167						0.03
Revspring, Inc. (8)						L + 4.25%						5.26%						10/11/2025						15,414						15,302						15,226						0.09
Spin Holdco Inc. (10)						L + 4.00%						4.75%						3/1/2028						25,370						25,266						25,220						0.14
The Action Environmental Group, Inc. (4)(7)(11)						L + 6.25%						7.25%						1/16/2026						14,663						14,205						14,199						0.08
The Action Environmental Group, Inc. (4)(12)						L + 6.00%						7.25%						1/16/2026						1,558						1,510						1,527						0.01
TRC Companies, Inc. (9)						L + 3.75%						4.25%						6/21/2024						35,778						35,551						35,295						0.20
USIC Holdings, Inc. (10)						L + 3.50%						4.25%						5/12/2028						24,875						24,765						24,668						0.14
Vaco Holdings, LLC (10)						SOFR + 5.00%						5.80%						1/20/2029						21,375						21,271						21,281						0.12
Veregy Consolidated, Inc. (4)(11)						L + 6.00%						7.00%						11/2/2027						20,532						20,578						20,121						0.11
																														1,983,095						1,980,648						11.07
Construction & Engineering
Aegion Corporation (4)(10)						L + 4.75%						5.50%						5/17/2028						23,819						23,757						23,730						0.13
ASP Endeavor Acquisition, LLC (4)(9)						L + 6.50%						7.00%						5/3/2027						35,730						35,124						35,015						0.20
Brookfield WEC Holdings, Inc. (9)						L + 2.75%						3.25%						8/1/2025						4,987						4,827						4,907						0.03
COP Home Services TopCo IV, Inc. (4)(7)(11)						L + 5.00%						6.00%						12/31/2027						128,609						125,567						127,239						0.71
Peak Utility Services Group, Inc. (4)(7)(11)						L + 5.00%						6.00%						2/26/2028						23,569						23,338						23,415						0.13
Refficiency Holdings, LLC (7)(10)						L + 3.75%						4.50%						12/31/2027						12,642						12,584						12,498						0.07
Thermostat Purchaser III, Inc. (4)(7)(10)						L + 4.50%						5.25%						8/24/2028						42,417						41,341						42,043						0.23
Tutor Perini Corp. (6)(11)						L + 4.75%						5.75%						8/13/2027						2,955						2,984						2,909						0.02
																														269,522						271,756						1.52
Construction Materials
White Cap Buyer, LLC (9)						SOFR + 3.75%						4.25%						10/19/2027						44,767						44,715						44,366						0.25
Containers & Packaging
Ascend Buyer, LLC (4)(7)(10)						L + 5.75%						6.76%						9/30/2028						77,410						75,855						76,152						0.43
Berlin Packaging, LLC (9)						L + 3.75%						4.28%						3/11/2028						42,936						42,797						42,603						0.24
Bway Holding Corporation (8)						L + 3.25%						3.71%						4/3/2024						6,371						6,307						6,295						0.04
Charter NEX US, Inc. (10)						L + 3.75%						4.50%						12/1/2027						46,874						46,930						46,676						0.26
Flex Acquisition Co., Inc. (9)						L + 3.50%						4.00%						2/23/2028						5,491						5,489						5,486						0.03

11

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Table of Contents

Blackstone Private Credit Fund Consolidated Schedule of Investments March 31, 2022 (in thousands) (Unaudited)

Investments (1)						Reference Rate and Spread						Interest Rate (2)(14)						Maturity Date						Par Amount/Units						Cost (3)						Fair Value						Percentage of Net Assets
First Lien Debt (continued)
Containers & Packaging (continued)
Flex Acquisition Co., Inc. (8)						L + 3.00%						3.46%						6/29/2025						7,000						6,856						6,996						0.04
Graham Packaging Co, Inc. (10)						L + 3.00%						3.75%						8/4/2027						13,915						13,826						13,702						0.08
IBC Capital US, LLC (6)(8)						L + 3.75%						4.67%						9/11/2023						18,465						18,434						18,124						0.10
LABL, Inc. (9)						L + 5.00%						5.50%						10/29/2028						7,125						7,022						7,051						0.04
MAR Bidco Sarl (6)(9)						L + 4.25%						5.26%						4/20/2028						3,797						3,779						3,754						0.02
Novolex, Inc. (9)						SOFR + 4.25%						4.75%						4/13/2029						106,808						104,138						104,138						0.58
Pretium PKG Holdings, Inc. (9)						L + 4.00%						4.50%						8/27/2028						23,829						23,422						23,199						0.13
ProAmpac PG Borrower, LLC (10)						L + 3.75%						4.55%						11/3/2025						40,309						40,363						39,513						0.22
Ring Container Technologies Group, LLC (9)						L + 3.75%						4.27%						8/12/2028						8,978						8,927						8,865						0.05
TricorBraun Holdings, Inc. (9)						L + 3.25%						3.75%						3/3/2028						34,383						34,187						33,619						0.19
Trident TPI Holdings, Inc. (11)						L + 3.25%						4.26%						7/29/2028						13,873						13,862						13,739						0.08
Trident TPI Holdings, Inc. (7)(9)						L + 4.00%						4.50%						9/15/2028						25,958						25,724						25,668						0.14
																														477,918						475,580						2.67
Distributors
BP Purchaser, LLC (4)(10)						L + 5.50%						6.25%						12/10/2028						34,800						34,134						34,104						0.19
Bution Holdco 2, Inc. (4)(11)						L + 6.25%						7.25%						10/17/2025						5,900						5,809						5,855						0.03
Dana Kepner Company, LLC (4)(11)						L + 6.25%						7.25%						12/29/2026						14,850						14,613						14,961						0.08
Genuine Cable Group, LLC (4)(7)(10)						L + 5.75%						6.50%						11/2/2026						26,303						25,719						26,017						0.15
Marcone Yellowstone Buyer, Inc. (4)(7)(10)						L + 5.50%						6.25%						12/23/2028						88,051						86,176						86,312						0.48
NDC Acquisition Corp. (4)(7)(11)						L + 5.75%						6.76%						3/9/2027						22,275						21,693						22,018						0.12
Tailwind Colony Holding Corporation (4)(7)(11)						SOFR + 6.25%						7.25%						11/13/2024						68,332						66,931						67,210						0.38
Unified Door & Hardware Group, LLC (4)(11)						L + 5.75%						6.75%						6/30/2025						53,351						52,543						52,551						0.29
																														307,618						309,028						1.72
Diversified Consumer Services
Ascend Learning, LLC (9)						L + 3.50%						4.00%						12/11/2028						7,539						7,384						7,465						0.04
Cambium Learning Group, Inc. (4)(7)(10)						L + 5.50%						6.25%						7/20/2028						965,822						957,127						965,822						5.39
Colibri Group, LLC (10)						SOFR + 5.00%						5.99%						3/12/2029						13,305						13,173						13,255						0.07
Dreambox Learning Holding LLC (4)(10)						L + 6.25%						7.00%						12/1/2027						135,213						132,622						132,509						0.74
Go Car Wash Management Corp. (4)(7)(11)						L + 5.75%						6.75%						12/31/2026						62,934						61,317						61,815						0.35
KUEHG Corp. (11)						L + 3.75%						4.76%						2/21/2025						44,181						43,652						43,595						0.24
LAH Borrower, LL (4)(10)						L + 5.75%						6.50%						10/12/2027						7,732						7,589						7,655						0.04
Learning Care Group (11)						L + 3.25%						4.25%						3/13/2025						36,742						36,131						36,256						0.20
Loyalty Ventures, Inc. (9)						L + 4.50%						5.00%						11/3/2027						9,199						9,020						9,000						0.05
Pre-Paid Legal Services, Inc. (9)						L + 3.75%						4.25%						5/1/2025						41,516						41,162						41,071						0.23

12

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Table of Contents

Blackstone Private Credit Fund Consolidated Schedule of Investments March 31, 2022 (in thousands) (Unaudited)

Investments (1)						Reference Rate and Spread						Interest Rate (2)(14)						Maturity Date						Par Amount/Units						Cost (3)						Fair Value						Percentage of Net Assets
First Lien Debt (continued)
Diversified Consumer Services (continued)
Prime Security Service Borrower, LLC (10)						L + 2.75%						3.50%						9/23/2026						4,987						4,987						4,958						0.03
Rinchem Company, LLC (4)(9)						SOFR + 4.50%						5.00%						2/2/2029						4,045						4,025						4,035						0.02
SSH Group Holdings, Inc. (8)						L + 4.25%						5.26%						7/30/2025						5,000						4,917						4,863						0.03
TruGreen Limited Partnership (10)						L + 4.00%						4.75%						11/2/2027						5,940						5,974						5,913						0.03
University Support Services, LLC (9)						L + 3.25%						3.75%						2/10/2029						22,090						22,019						21,853						0.12
Weld North Education, LLC (9)						L + 3.75%						4.25%						12/21/2027						39,671						39,516						39,413						0.22
																														1,390,615						1,399,478						7.80
Diversified Financial Services
Barbri Holdings, Inc. (4)(7)(10)						L + 5.75%						6.50%						4/30/2028						166,289						163,271						164,627						0.92
Lereta, LLC (10)						L + 5.25%						6.00%						7/27/2028						34,549						34,235						34,613						0.19
Mitchell International, Inc. (9)						L + 3.75%						4.25%						10/15/2028						62,979						62,423						62,060						0.35
Polaris Newco, LLC (9)						L + 4.00%						4.50%						6/2/2028						29,732						29,714						29,558						0.17
Sedgwick Claims Management Services, Inc. (6)(11)						L + 4.25%						5.25%						9/3/2026						2,437						2,460						2,427						0.01
Sedgwick Claims Management Services, Inc. (6)(8)						L + 3.25%						3.71%						12/31/2025						38,879						38,685						38,621						0.22
SelectQuote, Inc. (4)(7)(10)						L + 5.00%						5.75%						11/5/2024						277,238						275,479						258,334						1.44
																														606,267						590,240						3.30
Diversified Telecommunication Services
Numericable US, LLC (6)(8)						L + 3.69%						3.93%						1/31/2026						5,000						4,939						4,892						0.03
Numericable US, LLC (6)(8)						L + 4.00%						4.51%						8/14/2026						43,791						43,777						43,002						0.24
Point Broadband Acquisition, LLC (4)(7)(11)						L + 6.00%						7.00%						10/1/2028						161,770						157,166						156,813						0.88
Zacapa, LLC (6)(9)						SOFR + 4.25%						4.75%						3/22/2029						6,128						6,116						6,102						0.03
Zayo Group Holdings, Inc. (8)						L + 3.00%						3.46%						3/9/2027						1,000						942						975						0.01
																														212,940						211,784						1.19
Electric Utilities
Qualus Power Services Corp. (4)(7)(11)						L + 5.50%						6.50%						3/26/2027						48,835						47,727						48,217						0.27
Electrical Equipment
Emergency Power Holdings, LLC (4)(7)(11)						L + 5.50%						6.50%						8/17/2028						194,650						190,591						190,196						1.06
Madison IAQ, LLC (9)						L + 3.25%						4.52%						6/16/2028						39,997						39,554						39,480						0.22
Radwell International, LLC (4)(6)(7)(10)						L + 5.25%						6.00%						7/13/2027						329,946						328,617						329,946						1.84
Relay Purchaser, LLC (4)(7)(10)						L + 6.00%						6.75%						8/30/2028						199,616						195,706						196,835						1.10
Shoals Holdings, LLC (4)(11)						L + 3.25%						4.25%						11/25/2026						11,349						11,124						11,405						0.06
																														765,592						767,862						4.28

13

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Table of Contents

Blackstone Private Credit Fund Consolidated Schedule of Investments March 31, 2022 (in thousands) (Unaudited)

Investments (1)						Reference Rate and Spread						Interest Rate (2)(14)						Maturity Date						Par Amount/Units						Cost (3)						Fair Value						Percentage of Net Assets
First Lien Debt (continued)
Electronic Equipment, Instruments & Components
Albireo Energy, LLC (4)(7)(11)						L + 6.00%						7.00%						12/23/2026						35,406						34,801						34,057						0.19
CPI International, Inc. (11)						L + 3.25%						4.25%						7/26/2024						18,930						18,939						18,809						0.11
Infinite Bidco, LLC (9)						L + 3.75%						4.26%						2/24/2028						34,743						34,586						34,244						0.19
Ingram Micro, Inc. (9)						L + 3.50%						4.51%						3/31/2028						21,925						21,841						21,771						0.12
LTI Holdings, Inc. (8)						L + 3.50%						3.96%						9/6/2025						4,987						4,971						4,883						0.03
Presidio, Inc. (8)						L + 3.50%						3.81%						1/22/2027						7,980						7,993						7,940						0.04
																														123,131						121,704						0.68
Energy Equipment & Services
Abaco Energy Technologies, LLC (4)(13)						L + 7.00% (incl. 1.00% PIK)						8.50%						10/4/2024						10,656						10,100						10,656						0.06
EnergySolutions, LLC (11)						L + 3.75%						4.76%						5/9/2025						6,392						6,391						6,280						0.04
Tetra Technologies, Inc. (4)(6)(11)						L + 6.25%						7.25%						9/10/2025						22,793						21,881						22,793						0.13
																														38,372						39,729						0.23
Entertainment
CE Intermediate I, LLC (4)(9)						L + 4.00%						4.50%						11/10/2028						7,778						7,704						7,700						0.04
Herschend Entertainment Co, LLC (9)						L + 3.75%						4.25%						8/27/2028						5,293						5,244						5,279						0.03
Recorded Books, Inc. (8)						L + 4.00%						4.39%						8/29/2025						38,615						38,586						38,390						0.21
																														51,534						51,369						0.28
Food Products
CHG PPC Parent, LLC (4)(9)						L + 3.00%						4.00%						11/16/2028						10,339						10,319						10,120						0.06
Quantum Bidco, Ltd. (6)(8)						S + 6.00%						6.00%						2/5/2028						£	18,500					24,511						23,705						0.13
Snacking Investments US, LLC (6)(11)						L + 4.00%						5.00%						12/18/2026						4,970						5,000						4,914						0.03
																														39,830						38,739						0.22
Health Care Equipment & Supplies
Auris Luxembourg III Sarl (6)(8)						L + 3.75%						4.21%						2/27/2026						19,987						19,949						19,519						0.11
CPI Holdco, LLC (4)(7)(10)						L + 5.50%						6.25%						11/1/2028						265,475						259,217						258,884						1.45
GCX Corporation Buyer, LLC (4)(7)(10)						L + 5.50%						6.30%						9/13/2027						197,118						192,861						192,500						1.08
Mozart Borrower LP (9)						L + 3.25%						3.75%						9/20/2028						34,000						33,235						33,700						0.19
Resonetics, LLC (10)						L + 4.00%						4.75%						4/28/2028						26,857						26,812						26,639						0.15
Sunshine Luxembourg VII S.à r.l, LLC (6)(10)						L + 3.75%						4.76%						10/2/2026						39,640						39,661						39,436						0.22
TecoStar Holdings, Inc. (11)						L + 3.50%						4.50%						5/1/2024						20,745						20,675						19,500						0.11
																														592,410						590,178						3.31

14

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Table of Contents

Blackstone Private Credit Fund Consolidated Schedule of Investments March 31, 2022 (in thousands) (Unaudited)

Investments (1)						Reference Rate and Spread						Interest Rate (2)(14)						Maturity Date						Par Amount/Units						Cost (3)						Fair Value						Percentage of Net Assets
First Lien Debt (continued)
Health Care Providers & Services
ACI Group Holdings, Inc. (4)(7)(10)						L + 5.50%						6.51%						8/2/2028						202,458						197,739						200,594						1.12
ADCS Clinics Intermediate Holdings, LLC (4)(7)(11)						L + 6.25%						7.25%						5/7/2027						45,317						44,476						44,758						0.25
ADMI Corp. (9)						L + 3.50%						4.00%						12/23/2027						39,487						39,291						39,113						0.22
AHP Health Partners, Inc. (9)						L + 3.50%						4.00%						8/4/2028						11,696						11,637						11,608						0.06
Amerivet Partners Management, Inc. (4)(7)(10)						SOFR + 5.50%						6.25%						2/25/2028						97,750						94,926						94,880						0.53
AMGH Holding Corp. (11)						L + 4.25%						5.25%						3/14/2025						16,719						16,738						16,644						0.09
Canadian Hospital Specialties Ltd. (4)(6)(7)(11)						C + 4.50%						5.68%						4/14/2028						C$	42,442					32,928						33,262						0.19
Caramel Bidco Limited (4)(5)(6)(7)(8)						S + 6.00%						6.45%						2/24/2029						£	60,000					77,552						75,563						0.42
CCBlue Bidco, Inc. (4)(7)(10)						L + 6.25%						7.00%						12/21/2028						466,265						456,455						456,022						2.55
CHG Healthcare Services, Inc. (9)						L + 3.50%						4.00%						9/29/2028						27,907						27,788						27,698						0.15
Covenant Surgical Partners, Inc. (8)						L + 4.00%						4.46%						7/1/2026						2,975						2,933						2,934						0.02
Cross Country Healthcare, Inc. (4)(10)						L + 5.75%						6.50%						6/8/2027						113,526						111,441						113,526						0.63
DCA Investment Holdings, LLC (4)(7)(10)						L + 6.25%						7.00%						3/12/2027						45,369						44,795						44,883						0.25
Electron Bidco, Inc. (9)						L + 3.25%						3.75%						11/1/2028						13,000						12,937						12,876						0.07
Epoch Acquisition, Inc. (4)(11)						L + 6.00%						7.00%						10/4/2024						29,345						29,345						29,345						0.16
Global Medical Response, Inc. (11)						L + 4.25%						5.25%						10/2/2025						34,580						34,662						34,402						0.19
Gordian Medical, Inc. (10)						L + 6.25%						7.26%						3/29/2027						59,184						57,450						58,148						0.32
Heartland Dental, LLC (8)						L + 4.00%						4.45%						4/30/2025						37,969						37,883						37,704						0.21
ICS US Holdings, Inc. (4)(6)(9)						L + 5.25%						5.75%						6/8/2028						35,000						33,250						34,650						0.19
Jayhawk Buyer, LLC (4)(11)						L + 5.00%						6.01%						10/15/2026						203,931						200,497						201,892						1.13
LifePoint Health, Inc. (8)						L + 3.75%						4.20%						11/16/2025						37,379						37,192						37,218						0.21
Medical Knowledge Group, LLC (4)(7)(10)						L + 5.75%						6.50%						2/1/2029						164,529						160,649						161,238						0.90
Midwest Physician Administrative Services, LLC (10)						L + 3.25%						4.26%						3/5/2028						19,328						19,248						19,118						0.11
National Mentor Holdings, Inc. (10)						L + 3.75%						4.76%						2/18/2028						11,797						11,781						11,445						0.06
Navigator Acquiror, Inc. (4)(7)(9)						L + 5.75%						6.25%						7/16/2027						377,484						374,182						377,484						2.11
NMSC Holdings, Inc. (10)						SOFR + 5.25%						6.15%						2/23/2029						15,000						14,850						14,841						0.08
Odyssey Holding Company, LLC (4)(11)						L + 5.75%						6.75%						11/16/2025						63,649						63,250						63,013						0.35
Onex TSG Intermediate Corp. (6)(10)						L + 4.75%						5.50%						2/28/2028						23,198						23,023						23,061						0.13
Pathway Vet Alliance, LLC (8)						L + 3.75%						4.21%						3/31/2027						20,932						20,848						20,762						0.12
Pediatric Associates Holding Co., LLC (7)(9)						L + 3.25%						3.75%						2/7/2029						5,375						5,336						5,317						0.03
PetVet Care Centers, LLC (10)						L + 3.50%						4.25%						2/14/2025						54,824						54,787						54,636						0.31
Phoenix Guarantor, Inc. (6)(8)						L + 3.25%						3.71%						3/5/2026						4,742						4,746						4,697						0.03
Phoenix Guarantor, Inc. (6)(8)						L + 3.50%						3.95%						3/5/2026						18,041						18,044						17,877						0.10
PSKW Intermediate, LLC (4)(11)						L + 6.25%						7.25%						3/9/2026						22,050						22,050						22,050						0.12

15

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Table of Contents

Blackstone Private Credit Fund Consolidated Schedule of Investments March 31, 2022 (in thousands) (Unaudited)

Investments (1)						Reference Rate and Spread						Interest Rate (2)(14)						Maturity Date						Par Amount/Units						Cost (3)						Fair Value						Percentage of Net Assets
First Lien Debt (continued)
Health Care Providers & Services (continued)
Radnet, Inc. (6)(10)						L + 3.00%						3.75%						4/22/2028						4,887						4,866						4,829						0.03
Reverb Buyer, Inc. (7)(9)						L + 3.50%						4.00%						11/1/2028						29,792						29,665						29,574						0.17
Smile Doctors, LLC (4)(7)(10)						L + 5.75%						6.50%						12/1/2028						434,031						424,337						424,442						2.37
Snoopy Bidco, Inc. (4)(7)(10)						L + 6.00%						6.75%						6/1/2028						396,000						383,661						392,325						2.19
SpecialtyCare, Inc. (4)(7)(11)						L + 5.75%						6.75%						6/18/2028						69,103						67,041						67,528						0.38
Stepping Stones Healthcare Services, LLC (4)(7)(10)						L + 5.75%						6.50%						1/2/2029						136,163						132,743						132,608						0.74
Surgery Centers Holdings, Inc. (6)(10)						L + 3.75%						4.50%						8/31/2026						41,639						41,407						41,384						0.23
The Fertility Partners, Inc. (4)(6)(7)(10)						C + 5.75%						6.50%						3/16/2029						C$	139,000					106,560						109,098						0.61
The Fertility Partners, Inc. (4)(6)(10)						L + 5.75%						6.50%						3/16/2028						39,000						38,220						38,220						0.21
The GI Alliance Management, LLC (4)(7)(11)						L + 6.25%						7.25%						11/4/2024						211,399						209,138						211,073						1.18
TTF Holdings, LLC (4)(10)						L + 4.25%						5.00%						3/24/2028						6,533						6,491						6,517						0.04
Unified Women's Healthcare, LLC (10)						L + 4.25%						5.00%						12/16/2027						23,275						23,287						23,098						0.13
U.S. Anesthesia Partners, Inc. (9)						L + 4.25%						4.75%						9/22/2028						38,933						38,816						38,731						0.22
US Acute Care Solutions (5)(6)(8)						L + 6.38%						6.38%						3/1/2026						2,885						2,927						2,852						0.02
US Oral Surgery Management Holdco, LLC (4)(7)(10)						L + 5.50%						6.25%						11/18/2027						131,930						128,746						129,287						0.72
WHCG Purchaser III, Inc. (4)(7)(10)						L + 5.75%						6.50%						6/22/2028						104,770						102,522						103,402						0.58
WP CityMD Bidco, LLC (9)						L + 3.25%						3.75%						11/18/2028						18,000						17,995						17,923						0.10
																														4,153,131						4,176,150						23.33
Health Care Technology
athenahealth, Inc. (7)(9)						SOFR + 3.50%						4.00%						2/11/2026						27,077						26,922						26,811						0.15
Edifecs, Inc. (4)(10)						L + 5.50%						6.25%						9/21/2026						109,897						107,884						108,248						0.60
Edifecs, Inc. (4)(11)						L + 7.00%						8.00%						9/21/2026						42,936						42,554						43,623						0.24
FH MD Buyer, Inc. (10)						L + 5.00%						5.75%						6/16/2028						45,268						44,859						44,985						0.25
GI Ranger Intermediate, LLC (4)(7)(10)						L + 6.00%						6.75%						10/29/2028						136,653						133,718						134,829						0.75
Imprivata, Inc. (9)						L + 4.25%						4.75%						12/1/2027						6,970						6,889						6,943						0.04
Netsmart Technologies, Inc. (10)						L + 4.00%						4.75%						10/1/2027						24,805						24,904						24,743						0.14
NMC Crimson Holdings, Inc. (4)(7)(10)						L + 6.00%						6.75%						3/1/2028						71,173						68,971						69,991						0.39
Project Ruby Ultimate Parent Corp. (10)						L + 3.25%						4.00%						3/3/2028						8,525						8,487						8,453						0.05
Therapy Brands Holdings, LLC (4)(5)(7)(10)						L + 4.00%						4.79%						5/12/2028						6,341						6,313						6,291						0.04
Verscend Holding Corp. (8)						L + 4.00%						4.46%						8/27/2025						34,835						34,892						34,791						0.19
Waystar Technologies, Inc. (8)						L + 4.00%						4.46%						10/22/2026						30,144						30,221						30,107						0.17
																														536,614						539,815						3.01

16

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Table of Contents

Blackstone Private Credit Fund Consolidated Schedule of Investments March 31, 2022 (in thousands) (Unaudited)

Investments (1)						Reference Rate and Spread						Interest Rate (2)(14)						Maturity Date						Par Amount/Units						Cost (3)						Fair Value						Percentage of Net Assets
First Lien Debt (continued)
Hotels, Restaurants & Leisure
Alterra Mountain Company (9)						L + 3.50%						4.00%						8/17/2028						22,431						22,455						22,291						0.12
CEC Entertainment, Inc. (5)(8)						6.75%						6.75%						5/1/2026						79,800						79,781						77,289						0.43
Century Casinos, Inc. (6)(10)						SOFR + 6.00%						6.75%						4/2/2029						44,000						43,120						43,725						0.24
Fertitta Entertainment, LLC (9)						SOFR + 4.00%						4.50%						1/27/2029						26,165						26,155						26,069						0.15
Flynn Restaurant Group LP (9)						L + 4.25%						4.75%						12/1/2028						30,712						30,481						30,392						0.17
IRB Holding Corp. (8)						L + 3.00%						3.35%						12/15/2027						51,350						51,311						51,101						0.29
IRB Holding Corp. (4)(11)						L + 3.25%						4.25%						12/15/2027						4,975						4,989						4,934						0.03
Mic Glen, LLC (9)						L + 3.50%						4.00%						7/21/2028						24,468						24,389						24,188						0.14
Scientific Games Holdings LP (9)						SOFR + 3.50%						4.00%						2/4/2029						7,250						7,232						7,194						0.04
Tacala Investment Corp. (10)						L + 3.50%						4.25%						2/5/2027						48,439						48,461						47,870						0.27
Twin River Worldwide Holdings, Inc. (6)(9)						L + 3.25%						3.75%						10/2/2028						8,978						8,969						8,940						0.05
Whatabrands, LLC (9)						L + 3.25%						3.75%						8/3/2028						14,963						14,885						14,802						0.08
																														362,228						358,795						2.01
Household Durables
AI Aqua Merger Sub, Inc. (6)(7)(9)						SOFR + 4.00%						4.50%						6/16/2028						49,111						48,867						48,640						0.27
Fluidra SA (6)(9)						SOFR + 2.00%						2.50%						1/29/2029						1,471						1,467						1,461						0.01
Hunter Douglas, Inc. (6)(9)						SOFR + 3.50%						4.00%						2/26/2029						16,147						16,056						15,849						0.09
Instant Brands Holdings, Inc. (10)						L + 5.00%						5.75%						4/12/2028						81,005						79,957						75,605						0.42
																														146,347						141,555						0.79
Industrial Conglomerates
Bettcher Industries, Inc. (9)						SOFR + 4.00%						4.65%						12/13/2028						11,316						11,207						11,146						0.06
Engineered Machinery Holdings, Inc. (6)(10)						E + 3.75%						4.76%						5/19/2028						27,456						27,434						27,132						0.15
Excelitas Technologies Corp. (11)						L + 3.50%						4.51%						12/2/2024						22,729						22,752						22,644						0.13
FCG Acquisitions, Inc. (9)						L + 3.75%						4.25%						3/16/2028						28,563						28,585						28,147						0.16
SPX Flow, Inc. (9)						SOFR + 4.50%						5.00%						3/16/2029						50,000						47,750						48,771						0.27
Vertical US Newco, Inc. (6)(9)						L + 3.50%						4.02%						7/30/2027						35,602						35,496						35,335						0.20
Victory Buyer, LLC (9)						L + 3.75%						4.25%						11/19/2028						23,036						22,932						22,750						0.13
																														196,156						195,925						1.10

17

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Table of Contents

Blackstone Private Credit Fund Consolidated Schedule of Investments March 31, 2022 (in thousands) (Unaudited)

Investments (1)						Reference Rate and Spread						Interest Rate (2)(14)						Maturity Date						Par Amount/Units						Cost (3)						Fair Value						Percentage of Net Assets
First Lien Debt (continued)
Insurance
Acrisure, LLC (8)						L + 3.50%						3.96%						2/15/2027						1,980						1,966						1,956						0.01
Acrisure, LLC (9)						L + 3.75%						4.25%						2/15/2027						19,132						19,010						19,024						0.11
Acrisure, LLC (9)						L + 4.25%						4.75%						2/15/2027						19,800						19,750						19,750						0.11
Alera Group, Inc. (4)(7)(10)						L + 5.50%						6.25%						9/30/2028						70,360						69,510						69,449						0.39
Alliant Holdings Intermediate, LLC (8)						L + 3.25%						3.71%						5/9/2025						7,996						7,988						7,918						0.04
Alliant Holdings Intermediate, LLC (9)						L + 3.50%						4.00%						11/6/2027						37,084						37,061						36,901						0.21
AssuredPartners, Inc. (9)						L + 3.50%						4.00%						2/12/2027						60,066						59,723						59,468						0.33
Baldwin Risk Partners, LLC (6)(9)						L + 3.50%						4.00%						10/14/2027						26,880						26,751						26,679						0.15
Benefytt Technologies, Inc. (4)(7)(10)						L + 6.00%						6.75%						8/12/2027						94,348						92,392						90,777						0.51
BroadStreet Partners, Inc. (8)						L + 3.00%						3.46%						1/27/2027						11,889						11,858						11,693						0.07
Foundation Risk Partners Corp. (4)(7)(10)						L + 5.75%						6.50%						10/29/2028						102,038						100,412						100,374						0.56
Galway Borrower, LLC (4)(7)(10)						L + 5.25%						6.26%						9/24/2028						238,931						234,016						233,633						1.31
High Street Buyer, Inc. (4)(7)(10)						L + 6.00%						6.75%						4/14/2028						104,315						101,638						102,657						0.57
Howden Group Holdings Limited (6)(10)						L + 3.25%						4.00%						11/12/2027						41,992						41,816						41,580						0.23
HUB International Limited (10)						L + 3.25%						4.00%						4/25/2025						43,485						43,462						43,268						0.24
HUB International Limited (8)						L + 3.00%						3.27%						4/25/2025						7,949						7,906						7,869						0.04
Integrity Marketing Acquisition, LLC (4)(7)(10)						L + 5.50%						6.27%						8/27/2025						36,762						36,257						36,526						0.20
Integrity Marketing Acquisition, LLC (4)(11)						L + 5.75%						6.75%						8/27/2025						39,658						38,712						38,919						0.22
Jones Deslauriers Insurance Management, Inc. (6)(7)(10)						C + 4.25%						5.00%						3/28/2028						C$	81,727					64,148						63,531						0.35
NFP Corp. (8)						L + 3.25%						3.71%						2/15/2027						33,169						32,849						32,630						0.18
PGIS Intermediate Holdings, LLC (4)(7)(10)						L + 5.50%						6.25%						10/14/2028						66,321						64,736						64,708						0.36
RSC Acquisition, Inc. (4)(5)(6)(7)(10)						L + 5.50%						6.25%						10/30/2026						23,972						23,512						23,723						0.13
SG Acquisition, Inc. (4)(9)						L + 5.00%						6.01%						1/27/2027						145,946						145,411						145,946						0.82
Tennessee Bidco Limited (4)(5)(6)(7)(8)						S + 7.28%						7.97%						8/3/2028						£	87,381					116,220						111,778						0.62
Tennessee Bidco Limited (4)(6)(8)						L + 7.00%						7.53%						8/3/2028						197,072						192,085						192,638						1.08
																														1,589,189						1,583,395						8.84
Interactive Media & Services
Ancestry.com Operations, Inc (9)						L + 3.25%						3.75%						12/6/2027						9,975						9,917						9,828						0.05
Bungie, Inc. (4)(11)						L + 6.25%						7.25%						8/28/2024						2,500						2,485						2,525						0.01
Cengage Learning, Inc. (11)						L + 4.75%						5.75%						6/29/2026						18,920						18,756						18,792						0.10
MH Sub I, LLC (11)						L + 3.75%						4.75%						9/13/2024						45,058						45,132						44,639						0.25
MH Sub I, LLC (8)						L + 3.50%						3.96%						9/13/2024						9,974						9,937						9,869						0.06
Project Boost Purchaser, LLC (8)						L + 3.50%						3.96%						6/1/2026						8,468						8,457						8,394						0.05
Project Boost Purchaser, LLC (9)						L + 3.50%						4.00%						6/1/2026						15,427						15,421						15,298						0.09

18

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Table of Contents

Blackstone Private Credit Fund Consolidated Schedule of Investments March 31, 2022 (in thousands) (Unaudited)

Investments (1)						Reference Rate and Spread						Interest Rate (2)(14)						Maturity Date						Par Amount/Units						Cost (3)						Fair Value						Percentage of Net Assets
First Lien Debt (continued)
Interactive Media & Services (continued)
Red Planet Borrower, LLC (9)						L + 3.75%						4.76%						10/2/2028						23,940						23,797						23,676						0.13
SurveyMonkey, Inc. (6)(8)						L + 3.75%						4.21%						10/10/2025						6,010						6,005						5,987						0.03
UFC Holdings, LLC (10)						L + 2.75%						3.50%						4/29/2026						4,986						4,852						4,944						0.03
																														144,759						143,952						0.80
Internet & Direct Marketing Retail
Donuts, Inc. (4)(7)(11)						SOFR + 6.00%						7.00%						12/29/2026						515,501						513,667						515,501						2.88
Hoya Midco, LLC (6)(9)						SOFR + 3.25%						3.75%						2/3/2029						10,000						9,950						9,919						0.06
Prodege International Holdings, LLC (4)(7)(10)						L + 5.75%						6.58%						12/15/2027						520,061						509,079						508,814						2.84
Shutterfly, LLC (10)						SOFR + 5.00%						5.75%						9/25/2026						160,969						159,417						148,413						0.83
Wireless Vision, LLC (4)(11)						L + 5.50%						6.50%						12/30/2025						22,635						22,635						22,635						0.13
																														1,214,748						1,205,282						6.74
IT Services
Ahead DB Holdings, LLC (5)(10)						L + 3.75%						4.76%						10/18/2027						2,589						2,602						2,568						0.01
AI Altius Bidco, Inc. (4)(5)(6)(7)(10)						L + 5.50%						6.25%						12/13/2028						144,577						141,467						141,338						0.79
AI Altius Bidco, Inc. (4)(5)(6)(8)						9.75% PIK						9.75%						12/21/2029						21,721						21,111						21,070						0.12
ConvergeOne Holdings, Inc. (8)						L + 5.00%						5.46%						1/4/2026						31,683						30,924						30,429						0.17
Dcert Buyer, Inc. (8)						L + 4.00%						4.46%						10/16/2026						28,172						28,214						28,010						0.16
Endurance International Group Holdings, Inc. (10)						L + 3.50%						4.25%						2/10/2028						43,446						43,136						42,305						0.24
Ensono Holdings, LLC (10)						L + 4.00%						4.75%						5/19/2028						45,935						45,795						45,227						0.25
Inovalon Holdings, Inc. (4)(7)(10)						L + 6.25%						7.00%						11/24/2028						937,744						914,433						913,056						5.10
Park Place Technologies, LLC (11)						L + 5.00%						6.00%						11/10/2027						42,255						41,403						42,132						0.24
Razor Holdco, LLC (4)(10)						L + 5.75%						6.50%						10/25/2027						190,722						187,183						186,908						1.04
Red River Technology, LLC (4)(7)(11)						L + 6.00%						7.00%						5/26/2027						150,444						148,184						142,170						0.79
Sabre GLBL, Inc. (6)(9)						L + 3.50%						4.00%						12/17/2027						36,136						35,802						35,797						0.20
TierPoint, LLC (10)						L + 3.75%						4.50%						5/6/2026						19,715						19,613						19,561						0.11
Turing Holdco, Inc. (4)(6)(7)(8)						E + 6.00%						6.24%						8/3/2028						€	35,242					37,509						36,440						0.20
Virtusa Corp. (10)						L + 3.75%						4.50%						2/11/2028						39,232						39,099						38,942						0.22
																														1,736,475						1,725,953						9.64
Leisure Products
Lew's Intermediate Holdings, LLC (4)(8)						SOFR + 5.00%						5.39%						1/26/2028						31,123						30,891						30,501						0.17
Lucky Bucks, LLC (10)						L + 5.50%						6.25%						7/21/2027						57,275						56,242						56,201						0.31
Motion Finco, LLC (6)(8)						L + 3.25%						4.26%						11/12/2026						4,988						4,929						4,912						0.03
Recess Holdings, Inc. (11)						L + 3.75%						4.75%						9/30/2024						19,819						19,797						19,522						0.11
																														111,859						111,136						0.62

19

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Table of Contents

Blackstone Private Credit Fund Consolidated Schedule of Investments March 31, 2022 (in thousands) (Unaudited)

Investments (1)						Reference Rate and Spread						Interest Rate (2)(14)						Maturity Date						Par Amount/Units						Cost (3)						Fair Value						Percentage of Net Assets
First Lien Debt (continued)
Life Sciences Tools & Services
Cambrex Corp. (10)						L + 3.50%						4.25%						12/4/2026						26,065						26,031						25,882						0.14
Curia Global, Inc. (10)						L + 3.75%						4.50%						8/30/2026						42,749						42,770						42,447						0.24
LSCS Holdings, Inc. (9)						L + 4.50%						5.00%						12/16/2028						15,734						15,657						15,596						0.09
Maravai Intermediate Holdings, LLC (6)(11)						L + 3.75%						4.75%						10/19/2027						1,973						1,994						1,966						0.01
Packaging Coordinators Midco, Inc. (10)						L + 3.75%						4.76%						11/30/2027						13,709						13,676						13,655						0.08
																														100,128						99,546						0.56
Machinery
Apex Tool Group, LLC (9)						L + 5.25%						5.75%						8/1/2024						14,831						14,765						14,481						0.08
ASP Blade Holdings, Inc. (9)						L + 4.00%						4.50%						10/13/2028						4,988						4,964						4,933						0.03
MHE Intermediate Holdings, LLC (4)(5)(7)(11)						L + 5.75%						7.04%						7/21/2027						9,919						9,726						9,707						0.05
Phoenix Services Merger Sub, LLC (11)						L + 3.75%						4.75%						3/1/2025						5,923						5,904						5,740						0.03
Pro Mach Group, Inc. (7)(11)						L + 4.00%						5.00%						8/31/2028						27,257						27,239						27,168						0.15
Titan Acquisition Ltd. (6)(8)						L + 3.00%						3.35%						3/28/2025						11,846						11,620						11,616						0.06
																														74,218						73,645						0.40
Marine
Armada Parent, Inc. (4)(7)(10)						L + 5.75%						6.50%						10/29/2027						226,838						221,950						221,581						1.24
Media
Altice Financing S.A. (5)(6)(8)						5.75%						5.75%						8/15/2029						994						1,003						905						0.01
Clear Channel Outdoor Holdings, Inc. (6)(8)						L + 3.50%						3.80%						8/21/2026						22,941						22,507						22,590						0.13
Digital Media Solutions, LLC (6)(10)						L + 5.00%						5.75%						5/24/2026						29,780						29,160						29,333						0.16
McGraw-Hill Education, Inc. (9)						L + 4.75%						5.55%						7/28/2028						28,718						28,452						28,462						0.16
Radiate Holdco, LLC (10)						L + 3.25%						4.00%						9/25/2026						50,842						50,696						50,483						0.28
Terrier Media Buyer, Inc. (8)						L + 3.50%						3.96%						12/17/2026						4,688						4,689						4,623						0.03
Univision Communications, Inc. (10)						L + 3.25%						4.00%						3/15/2026						25,807						25,753						25,700						0.14
Univision Communications, Inc. (11)						L + 2.75%						3.75%						3/15/2024						3,000						3,009						2,999						0.02
																														165,269						165,095						0.93
Metals & Mining
American Rock Salt Company, LLC (10)						L + 4.00%						4.75%						6/4/2028						30,779						30,757						30,529						0.17
SCIH Salt Holdings, Inc. (10)						L + 4.00%						4.75%						3/16/2027						37,730						37,556						37,184						0.21
																														68,313						67,713						0.38
Oil, Gas & Consumable Fuels
CQP Holdco LP (9)						L + 3.75%						4.76%						6/5/2028						33,472						33,449						33,355						0.19
Eagle Midstream Canada Finance, Inc. (4)(6)(13)						L + 6.25%						7.75%						11/26/2024						36,013						35,628						36,013						0.20
Freeport LNG Investments, LLLP (9)						L + 3.50%						4.00%						12/21/2028						56,470						56,258						56,137						0.31
Lucid Energy Group II Borrower, LLC (10)						L + 4.25%						5.00%						11/24/2028						14,983						14,838						14,878						0.08
																														140,173						140,383						0.78

20

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Table of Contents

Blackstone Private Credit Fund Consolidated Schedule of Investments March 31, 2022 (in thousands) (Unaudited)

Investments (1)						Reference Rate and Spread						Interest Rate (2)(14)						Maturity Date						Par Amount/Units						Cost (3)						Fair Value						Percentage of Net Assets
First Lien Debt (continued)
Paper & Forest Products
Profile Products, LLC (4)(7)(10)						L + 5.50%						6.25%						11/12/2027						116,622						113,905						113,720						0.64
Personal Products
Sunshine Cadence Holdco, LLC (4)(6)(8)						L + 4.25%						4.60%						3/23/2027						40,000						36,800						36,800						0.21
Pharmaceuticals
ANI Pharmaceuticals, Inc. (6)(10)						L + 6.00%						6.75%						4/27/2028						38,583						37,870						38,583						0.22
Jazz Pharmaceuticals, Inc. (6)(9)						L + 3.50%						4.00%						4/21/2028						6,972						6,949						6,955						0.04
Padagis, LLC (6)(9)						L + 4.75%						5.72%						7/6/2028						24,371						24,300						24,234						0.14
Rhea Parent, Inc. (4)(5)(10)						SOFR + 5.75%						6.50%						2/18/2029						206,500						202,438						202,370						1.13
Sharp Midco, LLC (4)(9)						L + 4.00%						5.01%						12/14/2028						5,323						5,310						5,303						0.03
																														276,867						277,445						1.56
Professional Services
ALKU, LLC (4)(10)						L + 5.25%						6.00%						3/1/2028						243,032						240,757						242,424						1.35
APFS Staffing Holdings, Inc. (9)						SOFR + 4.25%						4.75%						12/29/2028						7,299						7,281						7,276						0.04
Aqgen Island Holdings, Inc. (9)						L + 3.50%						4.56%						5/20/2028						54,874						54,797						54,531						0.30
Armor Holdco, Inc. (6)(9)						L + 4.50%						5.20%						12/11/2028						3,632						3,597						3,635						0.02
BMC Acquisition, Inc. (11)						L + 5.25%						6.25%						12/28/2024						4,717						4,705						4,611						0.03
BPPH2 Limited (4)(6)(8)						L + 6.75%						7.31%						3/2/2028						£	40,700					55,039						54,022						0.30
Camelot US Acquisition, LLC (6)(11)						L + 3.00%						4.00%						10/30/2026						19,895						19,789						19,754						0.11
Cast & Crew Payroll, LLC (8)						L + 3.50%						3.96%						2/9/2026						14,447						14,473						14,379						0.08
Cast & Crew Payroll, LLC (9)						SOFR + 3.75%						4.25%						12/29/2028						14,017						13,978						13,960						0.08
CFGI Holdings, LLC (4)(7)(10)						L + 5.25%						6.00%						11/1/2027						145,561						142,265						143,115						0.80
Claims Automation Intermediate 2, LLC (4)(7)(10)						L + 4.75%						5.64%						12/16/2027						45,833						44,309						44,231						0.25
Clearview Buyer, Inc. (4)(7)(10)						L + 5.25%						6.26%						8/26/2027						151,630						148,450						148,106						0.83
CoreLogic, Inc. (9)						L + 3.50%						4.00%						6/2/2028						31,450						31,309						31,155						0.17
Deerfield Dakota Holding, LLC (11)						L + 3.75%						4.75%						4/9/2027						25,937						25,969						25,842						0.14
Emerald US, Inc. (6)(8)						L + 3.50%						3.96%						7/12/2028						3,919						3,915						3,870						0.02
Guidehouse LLP (4)(10)						L + 5.50%						6.25%						10/16/2028						1,202,809						1,191,570						1,190,780						6.65
HIG Orca Acquisition Holdings, Inc. (4)(7)(11)						L + 6.00%						7.10%						8/17/2027						102,550						100,629						102,363						0.57
IG Investments Holdings, LLC (4)(7)(10)						L + 6.00%						7.01%						9/22/2028						598,180						586,600						595,010						3.32
Inmar, Inc. (11)						L + 4.00%						5.01%						5/1/2024						31,920						31,815						31,589						0.18
Kaufman Hall & Associates, LLC (4)(7)(10)						L + 5.50%						6.25%						12/14/2028						78,000						76,316						76,242						0.43
Kwor Acquisition, Inc. (4)(7)(10)						L + 5.25%						6.00%						12/22/2028						88,598						87,157						87,512						0.49
Legacy Intermediate, LLC (4)(5)(6)(7)(10)						SOFR + 5.75%						6.50%						2/25/2028						93,600						91,234						91,196						0.51

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Blackstone Private Credit Fund Consolidated Schedule of Investments March 31, 2022 (in thousands) (Unaudited)

Investments (1)						Reference Rate and Spread						Interest Rate (2)(14)						Maturity Date						Par Amount/Units						Cost (3)						Fair Value						Percentage of Net Assets
First Lien Debt (continued)
Professional Services (continued)
Material Holdings, LLC (4)(7)(10)						L + 5.75%						6.76%						8/19/2027						248,673						244,016						243,483						1.36
Minotaur Acquisition, Inc. (8)						L + 4.75%						5.21%						3/27/2026						18,518						18,512						18,381						0.10
National Intergovernmental Purchasing Alliance Co. (8)						L + 3.50%						4.51%						5/23/2025						15,032						14,993						14,807						0.08
Sherlock Buyer Corp. (4)(7)(10)						L + 5.75%						6.50%						12/8/2028						34,551						33,700						33,660						0.19
Thevelia US, LLC (6)(9)						L + 4.00%						4.50%						2/9/2029						34,639						34,293						34,271						0.19
Trans Union, LLC (9)						L + 2.25%						2.75%						12/1/2028						7,051						7,034						7,010						0.04
Trinity Air Consultants Holdings Corp. (4)(7)(10)						L + 5.25%						6.00%						6/29/2027						153,694						150,533						150,237						0.84
Trinity Partners Holdings, LLC (4)(7)(10)						L + 5.75%						6.50%						12/21/2028						367,966						359,850						359,517						2.01
VT Topco, Inc. (7)(10)						L + 3.75%						4.76%						8/1/2025						28,675						28,579						28,282						0.16
West Monroe Partners, LLC (4)(7)(10)						L + 5.50%						6.25%						11/8/2028						749,572						734,292						734,864						4.10
																														4,601,756						4,610,115						25.74
Real Estate Management & Development
Cumming Group, Inc. (4)(7)(11)						L + 5.75%						6.76%						5/26/2027						136,884						133,722						136,406						0.76
McCarthy & Stone PLC (5)(6)(8)						7.00%						7.00%						12/16/2025						£	20,000					28,011						26,010						0.15
Progress Residential PM Holdings, LLC (4)(7)(10)						L + 6.25%						7.00%						2/16/2028						70,324						68,819						69,445						0.39
																														230,552						231,861						1.30
Road & Rail
Gruden Acquisition, Inc. (4)(7)(11)						L + 5.25%						6.25%						7/1/2028						82,415						80,359						81,194						0.45
Software
2U, Inc. (6)(10)						L + 5.75%						6.50%						11/30/2024						75,976						75,023						73,412						0.41
Apex Group Treasury, LLC (6)(9)						L + 3.75%						4.76%						7/27/2028						28,342						28,336						28,148						0.16
Apttus Corp. (10)						L + 4.25%						5.00%						4/27/2028						15,433						15,407						15,433						0.09
AxiomSL Group, Inc. (4)(7)(11)						L + 6.00%						7.01%						12/3/2027						78,814						77,260						77,009						0.43
Boxer Parent Company, Inc. (8)						L + 3.75%						4.76%						10/2/2025						54,266						54,071						54,018						0.30
Brave Parent Holdings, Inc. (8)						L + 4.00%						4.46%						4/18/2025						10,948						10,983						10,850						0.06
Byjus Alpha, Inc. (6)(10)						L + 5.50%						6.25%						11/5/2026						70,376						69,380						69,782						0.39
Cloudera, Inc. (9)						L + 3.75%						4.25%						8/9/2028						37,556						37,222						37,157						0.21
Community Brands ParentCo, LLC (4)(7)(10)						SOFR + 5.75%						6.50%						2/24/2028						91,875						89,837						89,803						0.50
Confine Visual Bidco (4)(6)(7)(10)						SOFR + 5.75%						6.50%						2/23/2029						252,786						245,210						245,202						1.37
Connatix Buyer, Inc. (4)(7)(10)						L + 5.50%						6.25%						7/14/2027						112,870						110,307						112,220						0.63
ConnectWise, LLC (6)(9)						L + 3.50%						4.00%						9/29/2028						32,438						32,310						32,267						0.18
Cornerstone OnDemand, Inc. (9)						L + 3.75%						4.25%						10/16/2028						24,836						24,762						24,634						0.14
Delta Topco, Inc. (10)						L + 3.75%						4.50%						12/1/2027						35,331						35,291						34,833						0.19
Diligent Corporation (4)(11)						L + 5.75%						6.76%						8/4/2025						89,100						88,140						88,432						0.49

22

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Table of Contents

Blackstone Private Credit Fund Consolidated Schedule of Investments March 31, 2022 (in thousands) (Unaudited)

Investments (1)						Reference Rate and Spread						Interest Rate (2)(14)						Maturity Date						Par Amount/Units						Cost (3)						Fair Value						Percentage of Net Assets
First Lien Debt (continued)
Software (continued)
ECI Macola Max Holding, LLC (6)(10)						L + 3.75%						4.76%						11/9/2027						29,966						30,024						29,666						0.17
EP Purchaser, LLC (9)						L + 3.50%						4.51%						11/6/2028						16,947						16,934						16,859						0.09
Epicor Software Corp. (10)						L + 3.25%						4.00%						7/30/2027						33,950						33,865						33,724						0.19
Episerver, Inc. (4)(7)(11)						L + 5.50%						6.51%						4/9/2026						25,292						24,850						24,801						0.14
Experity, Inc. (4)(7)(10)						L + 5.75%						6.50%						7/22/2027						136,083						133,312						133,092						0.74
Flexera Software, LLC (10)						L + 3.75%						4.50%						1/26/2028						23,363						23,304						23,134						0.13
GI Consilio Parent, LLC (7)(9)						L + 4.00%						4.50%						4/30/2028						37,876						37,144						37,390						0.21
Gigamon Inc. (4)(7)(10)						SOFR + 5.75%						6.78%						3/11/2029						453,846						444,333						444,254						2.48
GovernmentJobs.com, Inc. (4)(7)(10)						L + 5.50%						6.25%						12/1/2028						145,966						142,206						142,025						0.79
GraphPAD Software, LLC (4)(7)(11)						L + 5.50%						6.50%						4/27/2027						35,753						35,245						35,268						0.20
Greeneden U.S. Holdings II, LLC (10)						L + 4.00%						4.91%						12/1/2027						41,626						41,752						41,613						0.23
HS Purchaser, LLC (10)						L + 4.00%						4.75%						11/19/2026						47,833						47,810						47,354						0.26
Hyland Software, Inc. (10)						L + 3.50%						4.25%						7/1/2024						30,236						30,254						30,122						0.17
Idera, Inc. (10)						L + 3.75%						4.50%						2/4/2028						53,335						53,222						52,481						0.29
Imperva, Inc. (11)						L + 4.00%						5.00%						1/12/2026						19,268						19,349						19,068						0.11
ION Trading Finance Ltd. (6)(8)						L + 4.75%						5.21%						3/26/2028						28,251						28,277						28,084						0.16
Ivanti Software, Inc. (10)						L + 4.25%						5.00%						12/1/2027						33,357						33,160						32,960						0.18
Ivanti Software, Inc. (10)						L + 4.00%						4.75%						12/1/2027						5,167						5,155						5,089						0.03
LD Lower Holdings, Inc. (4)(7)(11)						L + 6.50%						7.51%						2/8/2026						118,690						116,812						118,690						0.66
MA FinanceCom, LLC (6)(11)						L + 4.25%						5.25%						6/5/2025						4,543						4,597						4,513						0.03
Mandolin Technology Intermediate Holdings, Inc. (4)(7)(9)						L + 3.75%						4.25%						7/6/2028						78,217						77,059						76,935						0.43
Mitratech Holdings, Inc. (5)(10)						L + 3.75%						4.50%						5/18/2028						16,958						16,883						16,788						0.09
Medallia, Inc. (4)(7)(10)						L + 6.75% PIK						7.50%						10/29/2028						752,505						738,055						737,232						4.12
Monk Holding Co. (4)(7)(10)						L + 5.75%						6.50%						12/1/2027						92,268						89,618						89,533						0.50
MRI Software, LLC (7)(11)						L + 5.50%						6.51%						2/10/2026						20,027						19,914						19,902						0.11
Nintex Topco Limited (4)(6)(10)						L + 5.75%						6.50%						11/13/2028						686,605						673,602						672,873						3.76
NortonLifeLock, Inc. (6)(9)						SOFR + 2.00%						2.50%						1/27/2029						31,714						31,556						31,364						0.18
Paya Holdings III, LLC (4)(5)(6)(7)(10)						L + 3.25%						4.26%						6/16/2028						9,453						9,297						9,345						0.05
Perforce Software, Inc. (8)						L + 3.75%						4.21%						7/1/2026						38,769						38,538						38,387						0.21
Project Alpha Intermediate Holding, Inc. (8)						L + 4.00%						4.30%						4/26/2024						48,658						48,731						48,424						0.27
Project Leopard Holdings, Inc. (11)						L + 4.75%						5.75%						7/7/2024						25,722						25,772						25,645						0.14
Proofpoint, Inc. (5)(9)						L + 3.25%						3.76%						8/31/2028						8,983						8,945						8,980						0.05

23

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Table of Contents

Blackstone Private Credit Fund Consolidated Schedule of Investments March 31, 2022 (in thousands) (Unaudited)

Investments (1)						Reference Rate and Spread						Interest Rate (2)(14)						Maturity Date						Par Amount/Units						Cost (3)						Fair Value						Percentage of Net Assets
First Lien Debt (continued)
Software (continued)
Quest Software US Holdings, Inc. (6)(9)						SOFR + 4.25%						4.75%						5/16/2025						27,951						27,696						27,573						0.15
RealPage, Inc. (9)						L + 3.25%						3.75%						4/24/2028						26,932						26,721						26,663						0.15
Relativity ODA, LLC (4)(7)(11)						L + 6.50% PIK						7.50%						5/12/2027						44,868						43,869						44,121						0.25
Rocket Software, Inc. (8)						L + 4.25%						4.71%						11/28/2025						26,473						26,469						26,184						0.15
Rocket Software, Inc. (9)						L + 4.25%						4.75%						11/28/2025						28,240						28,004						27,923						0.16
S2P Acquisition Borrower, Inc. (6)(8)						L + 4.00%						4.46%						8/14/2026						15,444						15,480						15,381						0.09
Sophia LP (9)						L + 3.25%						3.75%						10/7/2027						6,982						6,845						6,927						0.04
Sovos Compliance, LLC (7)(9)						L + 4.50%						5.00%						7/29/2028						32,536						32,527						32,536						0.18
Spitfire Parent, Inc. (4)(7)(11)						L + 5.50%						6.60%						3/11/2027						106,200						104,262						105,000						0.59
Spitfire Parent, Inc. (4)(11)						E + 5.50%						6.50%						3/11/2027						€	19,354					23,001						21,319						0.12
SS&C Technologies, Inc. (9)						SOFR + 2.25%						2.75%						3/22/2029						832						811						811						0.00
Stamps.com, Inc. (4)(10)						L + 5.75%						6.50%						10/5/2028						860,712						844,696						852,105						4.76
Stamps.com, Inc. (4)(10)						L + 5.75%						6.50%						10/5/2028						10,123						9,930						10,022						0.06
Surf Holdings, LLC (6)(8)						SOFR + 3.50%						4.11%						3/5/2027						38,846						38,730						38,524						0.22
Sybil Software, LLC (6)(8)						L + 1.75%						2.76%						3/22/2028						6,383						6,344						6,385						0.04
Symphony Technology Group (5)(6)(10)						L + 5.00%						5.75%						7/27/2028						92,047						91,352						91,504						0.51
Tegra118 Wealth Solutions, Inc. (8)						L + 4.00%						4.49%						2/18/2027						3,955						3,980						3,938						0.02
The NPD Group L.P. (4)(7)(10)						L + 6.00%						6.75%						11/9/2028						694,734						678,734						679,790						3.80
The Ultimate Software Group, Inc. (9)						L + 3.25%						4.21%						5/4/2026						33,693						33,618						33,475						0.19
Triple Lift, Inc. (4)(7)(10)						L + 5.75%						6.50%						5/6/2028						116,657						114,308						114,941						0.64
Veritas US, Inc. (6)(11)						L + 5.00%						6.00%						9/1/2025						26,033						26,154						24,432						0.14
Virgin Pulse, Inc. (10)						L + 4.00%						4.75%						4/6/2028						42,340						41,975						41,917						0.23
Vision Solutions, Inc. (10)						L + 4.00%						4.75%						3/4/2028						43,728						43,604						43,345						0.24
																														6,342,224						6,343,611						35.45
Specialty Retail
CustomInk, LLC (4)(11)						L + 6.21%						7.21%						5/3/2026						36,866						36,269						36,405						0.20
EG America, LLC (6)(9)						L + 4.25%						4.75%						3/10/2026						22,968						22,787						22,693						0.13
EG Dutch Finco BV (6)(8)						L + 4.00%						5.00%						2/7/2025						25,434						25,291						25,089						0.14
Petco Health & Wellness Co, Inc. (10)						L + 3.25%						4.26%						2/24/2028						4,894						4,883						4,855						0.03
PetSmart, Inc. (5)(10)						L + 3.75%						4.50%						2/11/2028						3,278						3,251						3,272						0.02
Runner Buyer, Inc. (10)						L + 5.50%						6.25%						10/20/2028						80,000						78,447						76,800						0.43
																														170,928						169,114						0.95
Technology Hardware, Storage & Peripherals
Deliver Buyer, Inc. (8)						L + 5.00%						6.01%						5/1/2024						16,922						16,861						16,922						0.09
Lytx, Inc. (4)(11)						L + 6.75%						7.75%						2/28/2026						46,246						46,330						45,783						0.26
																														63,191						62,705						0.35

24

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Table of Contents

Blackstone Private Credit Fund Consolidated Schedule of Investments March 31, 2022 (in thousands) (Unaudited)

Investments (1)						Reference Rate and Spread						Interest Rate (2)(14)						Maturity Date						Par Amount/Units						Cost (3)						Fair Value						Percentage of Net Assets
First Lien Debt (continued)
Textiles, Apparel & Luxury Goods
Mad Engine Global, LLC (4)(11)						L + 7.00%						8.00%						6/30/2027						26,663						26,067						25,729						0.14
S&S Holdings, LLC (9)						L + 5.00%						5.80%						3/4/2028						6,478						6,351						6,259						0.03
																														32,418						31,988						0.17
Trading Companies & Distributors
Diversitech Holdings, Inc. (7)(9)						L + 3.75%						4.76%						12/22/2028						15,950						15,787						15,724						0.09
Foundation Building Materials, Inc. (9)						L + 3.25%						3.75%						2/3/2028						30,515						30,264						30,027						0.17
LBM Acquisition, LLC (10)						L + 3.75%						4.50%						12/17/2027						49,969						49,774						48,845						0.27
Park River Holdings, Inc. (10)						L + 3.25%						4.22%						12/28/2027						69,534						68,374						68,113						0.38
Porcelain Acquisition Corp. (4)(7)(11)						L + 5.75%						6.75%						4/30/2027						83,553						80,941						82,377						0.46
Specialty Building Products Holdings, LLC (9)						L + 3.75%						4.25%						10/15/2028						30,263						30,195						29,611						0.17
SRS Distribution, Inc. (9)						SOFR + 3.50%						4.02%						6/4/2028						57,175						56,970						56,559						0.32
The Cook & Boardman Group, LLC (11)						SOFR + 5.75%						6.75%						10/17/2025						79,153						76,913						77,273						0.43
																														409,218						408,529						2.29
Transportation Infrastructure
AIT Worldwide Logistics Holdings, Inc. (10)						L + 4.75%						5.50%						3/31/2028						51,825						51,084						51,566						0.29
Capstone Logistics, LLC (7)(11)						L + 4.75%						5.75%						11/12/2027						22,402						22,464						22,441						0.13
First Student Bidco, Inc. (9)						L + 3.00%						3.98%						7/21/2028						13,764						13,673						13,670						0.08
Frontline Road Safety, LLC (4)(7)(10)						L + 5.75%						6.67%						5/3/2027						136,298						133,987						131,187						0.73
Helix TS, LLC (4)(7)(10)						L + 5.75%						6.76%						8/4/2027						119,331						117,176						117,018						0.65
Liquid Tech Solutions Holdings, LLC (10)						L + 4.75%						5.50%						3/19/2028						19,239						19,155						19,191						0.11
Roadsafe Holdings, Inc. (4)(7)(11)						L + 5.75%						6.75%						10/19/2027						119,069						116,746						117,339						0.66
Safety Borrower Holdings LP (4)(7)(11)						L + 5.75%						6.75%						9/1/2027						38,499						38,090						38,047						0.21
Sam Holding Co, Inc. (4)(7)(11)						L + 5.50%						6.50%						9/24/2027						152,935						149,353						150,159						0.84
TRP Infrastructure Services, LLC (4)(7)(11)						L + 5.50%						6.51%						7/9/2027						73,514						72,107						71,912						0.40
																														733,835						732,530						4.10
Wireless Telecommunication Services
CCI Buyer, Inc. (10)						SOFR + 4.00%						4.75%						12/17/2027						44,898						44,781						44,375						0.25
Total First Lien Debt																														$	34,014,336					$	33,999,054					189.92		%

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Table of Contents

Blackstone Private Credit Fund Consolidated Schedule of Investments March 31, 2022 (in thousands) (Unaudited)

Investments (1)						Reference Rate and Spread						Interest Rate (2)(14)						Maturity Date						Par Amount/Units						Cost (3)						Fair Value						Percentage of Net Assets
Second Lien Debt
Aerospace & Defense
Atlas CC Acquisition Corp. (4)(5)(10)						L + 7.63%						8.38%						5/25/2029						$	44,520					$	43,923					$	44,297					0.25		%
Peraton Corp. (10)						L + 7.75%						8.50%						2/26/2029						53,508						52,838						53,307						0.30
																														96,761						97,604						0.55
Air Freight & Logistics
The Kenan Advantage Group, Inc. (4)(10)						L + 7.25%						8.00%						9/1/2027						33,015						32,410						32,024						0.18
Wwex Uni Topco Holdings, LLC (10)						L + 7.00%						8.01%						7/26/2029						33,000						32,559						32,546						0.18
																														64,969						64,570						0.36
Capital Markets
The Edelman Financial Engines Center, LLC (8)						L + 6.75%						7.21%						7/20/2026						14,000						13,887						13,841						0.08
Chemicals
Hexion Holdings Corp. (9)						SOFR + 7.00%						7.50%						3/2/2030						65,000						63,219						62,563						0.35
NIC Acquisition Corp. (10)						L + 7.75%						8.76%						12/29/2028						31,500						31,096						30,555						0.17
Pearls Netherlands Bidco (4)(6)(9)						L + 7.25%						7.92%						2/25/2030						42,453						41,298						41,298						0.23
																														135,613						134,416						0.75
Commercial Services & Supplies
DG Investment Intermediate Holdings 2, Inc. (10)						L + 6.75%						7.50%						3/18/2029						29,464						29,335						29,538						0.16
USIC Holdings, Inc. (5)(10)						L + 6.50%						7.25%						5/7/2029						8,594						8,540						8,519						0.05
																														37,875						38,057						0.21
Construction & Engineering
COP Home Services TopCo IV, Inc. (4)(11)						L + 8.75%						9.76%						12/31/2028						43,277						42,524						43,277						0.24
Thermostat Purchaser III, Inc. (4)(7)(10)						L + 7.25%						8.00%						8/24/2029						32,725						32,069						32,377						0.18
																														74,593						75,654						0.42
Diversified Consumer Services
Pre-Paid Legal Services, Inc. (9)						L + 7.00%						7.50%						12/7/2029						25,000						24,757						24,719						0.14
Health Care Equipment & Supplies
Confluent Medical Technologies, Inc. (4)(5)(9)						SOFR + 6.50%						7.00%						2/16/2030						52,500						51,466						51,450						0.29
Health Care Providers & Services
Canadian Hospital Specialties Ltd. (4)(6)(8)						8.50%						8.50%						4/15/2029						C$	15,800					12,427						12,622						0.07
CD&R Artemis UK Bidco Ltd. (4)(6)(8)						S + 7.50%						7.61%						8/19/2029						£	75,340					100,046						96,625						0.54
CD&R Artemis UK Bidco Ltd. (4)(6)(7)(9)						L + 7.25%						7.75%						8/19/2029						15,000						12,137						14,358						0.08
Jayhawk Buyer, LLC (4)(11)						L + 8.75%						9.75%						10/15/2027						29,372						28,862						29,151						0.16
																														153,472						152,756						0.85
Hotels, Restaurants & Leisure
Mic Glen, LLC (9)						L + 6.75%						7.25%						7/30/2029						19,000						18,943						18,725						0.10

26

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Table of Contents

Blackstone Private Credit Fund Consolidated Schedule of Investments March 31, 2022 (in thousands) (Unaudited)

Investments (1)						Reference Rate and Spread						Interest Rate (2)(14)						Maturity Date						Par Amount/Units						Cost (3)						Fair Value						Percentage of Net Assets
Second Lien debt (continued)
Industrial Conglomerates
Victory Buyer, LLC (4)(9)						L + 7.00%						7.50%						11/1/2029						62,524						61,913						61,899						0.35
Insurance
Jones Deslauriers Insurance Management, Inc. (6)(8)						C + 7.50%						8.38%						3/26/2029						C$	32,694					25,454						25,729						0.14
IT Services
Dcert Buyer, Inc. (8)						L + 7.00%						7.46%						2/16/2029						60,975						61,182						60,428						0.34
Inovalon Holdings, Inc. (4)(5)(10)						L + 10.50% PIK						11.25%						11/24/2033						85,014						82,607						82,463						0.46
																														143,789						142,891						0.80
Life Sciences Tools & Services
Curia Global, Inc. (4)(10)						L + 6.50%						7.25%						8/31/2029						83,824						82,269						82,147						0.46
LSCS Holdings, Inc. (4)(9)						L + 8.00%						8.50%						11/30/2029						40,000						39,420						39,800						0.22
Phoenix Newco, Inc. (4)(9)						L + 6.50%						7.00%						11/15/2029						90,000						88,228						88,200						0.49
																														209,917						210,147						1.17
Pharmaceuticals
Sharp Midco, LLC (4)(5)(9)						L + 7.25%						7.75%						12/31/2029						31,500						30,736						30,713						0.17
Professional Services
Aqgen Island Holdings, Inc. (5)(9)						L + 6.50%						7.50%						5/4/2029						34,508						34,166						34,293						0.19
Celestial Saturn Parent, Inc. (9)						L + 6.50%						7.00%						6/4/2029						125,488						124,542						124,390						0.69
Deerfield Dakota Holding, LLC (10)						L + 6.75%						7.50%						4/7/2028						29,650						29,559						29,724						0.17
VT Topco, Inc. (4)(10)						L + 6.75%						7.76%						7/31/2026						35,500						35,343						35,145						0.20
																														223,610						223,552						1.25
Software
Apex Group Treasury, LLC (4)(6)(9)						L + 6.75%						7.76%						7/27/2029						66,000						64,895						66,990						0.37
Cloudera, Inc. (9)						L + 6.00%						6.50%						8/9/2029						61,697						61,436						60,925						0.34
HS Purchaser, LLC (10)						L + 6.75%						7.50%						11/19/2027						71,000						71,123						70,290						0.39
Idera, Inc. (10)						L + 6.75%						7.50%						2/4/2029						30,331						30,233						29,952						0.17
Mandolin Technology Intermediate Holdings, Inc. (4)(9)						L + 6.50%						7.00%						7/6/2029						31,900						31,493						31,422						0.18
Mitratech Holdings, Inc. (4)(10)						L + 6.75%						7.50%						4/28/2029						18,000						17,932						17,910						0.10
Proofpoint, Inc. (5)(9)						L + 6.25%						6.76%						6/8/2029						101,121						100,755						101,089						0.56
Symphony Technology Group (6)(10)						L + 8.25%						9.00%						5/3/2029						91,647						90,437						91,074						0.51
Virgin Pulse, Inc. (10)						L + 7.25%						8.00%						3/30/2029						29,000						28,841						28,638						0.16
Vision Solutions, Inc. (5)(10)						L + 7.25%						8.00%						3/4/2029						126,381						125,572						124,627						0.70
																														622,717						622,917						3.48

27

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Table of Contents

Blackstone Private Credit Fund Consolidated Schedule of Investments March 31, 2022 (in thousands) (Unaudited)

Investments (1)						Reference Rate and Spread						Interest Rate (2)(14)						Maturity Date						Par Amount/Units						Cost (3)						Fair Value						Percentage of Net Assets
Second Lien Debt (continued)
Trading Companies & Distributors
Diversitech Holdings, Inc. (4)(9)						L + 6.75%						7.76%						12/16/2029						22,500						22,279						22,106						0.12
Transportation Infrastructure
Drive Chassis Holdco, LLC (8)						L + 6.75%						7.81%						4/10/2026						102,042						102,133						101,977						0.57
Total Second Lien Debt																														$	2,114,884					$	2,113,723					11.80		%
Structured Finance Obligations
522 Funding CLO 2020-6, Ltd. (4)(5)(6)(8)						L + 6.50%						6.76%						10/23/2034						$	3,000					$	3,000					$	2,815					0.02		%
AIMCO CLO Series 2015-A (5)(6)(8)						L + 6.60%						6.84%						10/17/2034						7,450						7,450						7,279						0.04
Allegro CLO Ltd. (4)(5)(6)(8)						L + 7.00%						7.24%						1/19/2033						3,895						3,856						3,774						0.02
Apidos CLO XXXIII (5)(6)(8)						L + 6.35%						7.35%						10/24/2034						5,000						4,952						4,795						0.03
Apidos CLO XXXVI, LLC (4)(5)(6)(8)						L + 5.95%						6.56%						7/20/2034						8,500						8,500						8,021						0.04
Ares LXI CLO, Ltd. (4)(5)(6)(8)						L + 6.25%						7.25%						10/20/2034						7,750						7,750						7,361						0.04
Ares LXII CLO, Ltd. (4)(5)(6)(8)						L + 6.50%						6.50%						1/25/2034						9,000						9,000						8,817						0.05
Ares XXVII CLO, Ltd. (5)(6)(8)						L + 6.75%						7.00%						10/28/2034						7,000						6,932						6,832						0.04
Balboa Bay Loan Funding 2021-2, Ltd. (4)(5)(6)(8)						L + 6.60%						7.12%						1/20/2035						7,000						6,932						6,781						0.04
Barings CLO, Ltd. (4)(5)(6)(8)						L + 6.25%						6.74%						7/15/2034						6,000						6,000						5,868						0.03
Barings CLO, Ltd. (4)(5)(6)(8)						L + 6.65%						6.75%						1/18/2035						7,200						7,200						7,031						0.04
Benefit Street Partners CLO XXI (4)(5)(6)(8)						L + 6.75%						7.24%						7/15/2034						6,500						6,500						6,203						0.03
Benefit Street Partners CLO XXII (4)(5)(6)(8)						L + 6.70%						7.50%						10/15/2034						3,000						2,970						2,898						0.02
Carlyle US CLO 2020-1, Ltd. (4)(5)(6)(8)						L + 6.25%						6.50%						7/20/2034						7,000						7,000						6,711						0.04
Carval CLO V-C, LTD. (4)(5)(6)(8)						L + 6.75%						6.96%						10/15/2034						8,000						7,922						7,775						0.04
CIFC Funding 2019-III, Ltd. (4)(5)(6)(8)						L + 6.80%						7.31%						10/16/2034						8,000						8,000						7,783						0.04
Dryden 95 CLO, Ltd. (4)(5)(6)(8)						L + 6.15%						6.79%						8/20/2034						8,000						8,000						7,748						0.04
Eaton Vance CLO 2019-1 Ltd (4)(5)(6)(8)						L + 6.50%						6.74%						4/15/2031						3,750						3,755						3,644						0.02
Elmwood CLO III, Ltd. (4)(5)(6)(8)						L + 7.22%						7.22%						10/20/2034						9,500						9,439						9,354						0.05
Elmwood CLO VI, Ltd. (5)(6)(8)						L + 6.50%						6.74%						10/20/2034						4,000						4,000						3,815						0.02
Flatiron RR CLO 22, LLC (5)(6)(8)						L + 6.20%						6.52%						10/15/2034						5,000						5,000						4,848						0.03
Fort Washington CLO 2021-2, Ltd. (4)(5)(6)(8)						L + 6.61%						7.44%						10/20/2034						12,000						11,885						11,351						0.06
Galaxy 30 CLO, Ltd. (4)(5)(6)(8)						L + 5.95%						6.90%						10/25/2031						4,000						3,944						3,899						0.02
Galaxy XXV CLO, Ltd. (4)(5)(6)(8)						L + 7.00%						7.00%						4/15/2035						3,000						2,970						2,970						0.02
Goldentree Loan Management US Clo 8 Ltd. (4)(5)(6)(8)						L + 6.15%						6.66%						10/20/2034						6,200						6,200						5,968						0.03
Goldentree Loan Management US Clo 12 Ltd. (4)(5)(6)(8)						L + 7.25%						7.25%						4/20/2034						6,500						6,438						6,438						0.04
Gulf Stream Meridian 5, Ltd. (4)(5)(6)(8)						L + 6.33%						6.57%						7/15/2034						3,500						3,488						3,327						0.02
Gulf Stream Meridian 7, Ltd. (4)(5)(6)(8)						L + 6.90%						6.90%						7/15/2035						5,000						4,950						4,950						0.03
Halseypoint Clo 5, Ltd. (4)(5)(6)(8)						L + 6.95%						7.17%						1/30/2035						9,500						9,314						9,340						0.05
HPS Loan Management 15-2019 Ltd (4)(5)(6)(8)						L + 6.80%						6.80%						1/22/2035						4,000						3,960						3,960						0.02

28

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Blackstone Private Credit Fund Consolidated Schedule of Investments March 31, 2022 (in thousands) (Unaudited)

Investments (1)						Reference Rate and Spread						Interest Rate (2)(14)						Maturity Date						Par Amount/Units						Cost (3)						Fair Value						Percentage of Net Assets
Structured Finance Obligations (continued)
Jamestown CLO XIV, Ltd. (5)(6)(8)						L + 7.20%						7.45%						10/20/2034						10,000						9,806						9,527						0.05
Kayne CLO III, Ltd. (4)(5)(6)(8)						L + 6.50%						6.74%						4/15/2032						5,000						5,009						4,912						0.03
Magnetite XXXII Ltd (4)(5)(6)(8)						L + 6.90%						6.90%						4/15/2035						5,000						5,000						5,000						0.03
Morgan Stanley Eaton Vance Clo 2021-1, Ltd. (5)(6)(8)						L + 6.75%						7.06%						10/20/2034						6,500						6,500						6,428						0.04
Neuberger Berman Loan Advisers CLO 38, Ltd. (5)(6)(8)						L + 6.25%						6.50%						10/20/2035						11,000						11,000						10,459						0.06
OCP CLO 2021-22, Ltd. (4)(5)(6)(8)						L + 6.50%						6.75%						10/20/2034						4,250						4,061						4,039						0.02
OCP CLO 2021-22, Ltd. (4)(5)(6)(8)						L + 6.60%						7.10%						12/2/2034						7,500						7,500						7,244						0.04
Octagon Investment Partners 41, Ltd. (5)(6)(8)						L + 7.13%						7.37%						10/15/2033						5,000						4,977						4,888						0.03
Palmer Square CLO 2019-1, Ltd. (4)(5)(6)(8)						L + 6.50%						6.90%						11/14/2034						14,500						14,500						14,018						0.08
Park Avenue Institutional Advisers CLO Ltd 2022-1 (4)(5)(6)(8)						L + 7.30%						7.30%						4/20/2035						6,000						5,821						6,000						0.03
Post CLO 2021-1, Ltd. (4)(5)(6)(8)						L + 6.80%						7.15%						10/15/2034						11,000						10,976						10,731						0.06
PPM CLO 2, Ltd. (4)(5)(6)(8)						L + 6.55%						6.79%						4/16/2032						5,000						5,008						4,889						0.03
PPM CLO 4, Ltd. (5)(6)(8)						L + 6.50%						6.74%						10/18/2034						8,775						8,775						8,551						0.05
PPM CLO 6, Ltd. (5)(6)(8)						L + 6.50%						6.75%						10/18/2034						4,800						4,800						4,679						0.03
Rad CLO 14, Ltd. (4)(5)(6)(8)						L + 6.50%						6.70%						1/15/2035						6,750						6,750						6,613						0.04
Rockford Tower CLO 2021-3, Ltd. (5)(6)(8)						L + 6.72%						6.99%						10/20/2034						4,000						3,942						3,855						0.02
RR 19, Ltd. (5)(6)(8)						L + 6.50%						6.81%						10/15/2035						3,000						3,000						2,872						0.02
Sound Point CLO XXVII, Ltd. (4)(5)(6)(8)						L + 6.56%						6.82%						10/25/2034						6,900						6,767						6,434						0.04
Trestles Clo IV, Ltd. (4)(5)(6)(8)						L + 6.25%						6.65%						7/21/2034						8,000						8,000						7,646						0.04
Vibrant CLO XII, Ltd. (4)(5)(6)(8)						L + 7.11%						8.12%						1/20/2034						2,875						2,849						2,681						0.01
Vibrant CLO XIII, Ltd. (4)(5)(6)(8)						L + 7.06%						7.30%						7/15/2034						6,250						6,191						6,023						0.03
Voya CLO 2019-4, Ltd. (4)(5)(6)(8)						L + 6.70%						6.92%						1/15/2035						8,250						8,088						7,872						0.04
Voya CLO 2020-2, Ltd. (4)(5)(6)(8)						L + 6.40%						6.64%						7/19/2034						5,000						4,902						4,837						0.03
Total Structured Finance Obligations																														$	341,529					$	332,554					1.86		%
Unsecured Debt
Health Care Technology
Minerva Merger Sub, Inc. (5)(8)						L + 6.50%						6.50%						2/15/2030						$	7,146					$	7,146					$	6,941					0.04		%
IT Services
Endurance International Group Holdings, Inc. (5)(8)						6.00%						6.00%						2/15/2029						6,272						6,068						5,423						0.03
Software
Condor Merger Sub, Inc. (8)						L + 7.38%						7.38%						2/15/2030						14,286						14,286						13,724						0.08
Total Unsecured Debt																														$	27,500					$	26,088					0.15		%

29

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Blackstone Private Credit Fund Consolidated Schedule of Investments March 31, 2022 (in thousands) (Unaudited)

Investments (1)						Reference Rate and Spread						Interest Rate (2)(14)						Maturity Date						Par Amount/Units						Cost (3)						Fair Value						Percentage of Net Assets
Equity
Aerospace & Defense
Loar Acquisition 13, LLC - Common Units (4)																								2,890,586						$	4,336					$	5,405					0.03		%
Micross Topco, Inc. (4)																								116						125						116						0.00
																														4,461						5,521						0.03
Air Freight & Logistics
AGI Group Holdings LP - A2 Units (4)																								1,674						1,674						1,802						0.01
Mode Holdings, L.P. - Class A-2 Common Units (4)																								1,076,923						1,077						1,938						0.01
																														2,751						3,740						0.02
Distributors
Box Co-Invest Blocker, LLC (4)																								3,308,320						3,308						3,390						0.02
Diversified Consumer Services
Cambium Holdings, LLC - Senior Preferred Interests (4)																								29,194,330						28,735						35,234						0.20
Deneb Ultimate Topco, LLC - Class A Units (4)																								4,060						4,060						4,175						0.02
																														32,795						39,409						0.22
Diversified Telecommunication Services
Point Broadband Holdings, LLC - Class A Units (4)																								15,636						13,261						13,261						0.07
Point Broadband Holdings, LLC - Class B Units (4)																								833,140						2,375						2,374						0.01
																														15,636						15,635						0.08
Health Care Equipment & Supplies
GCX Corporation Group Holdings, L.P. - Class A-2 Units (4)																								4,500						4,500						4,149						0.02
Health Care Providers & Services
AVE Holdings I Corp. (4)																								12,237,213						11,870						11,870						0.07
CD&R Artemis Holdco 2 Limited - Preferred Shares (4)(6)																								33,000,000						43,662						44,638						0.25
CD&R Ulysses Equity Holdings, L.P. - Common Shares (4)(6)																								6,000,000						6,090						5,460						0.03
Jayhawk Holdings, LP - A-1 Common Units (4)																								12,472						2,220						3,552						0.02
Jayhawk Holdings, LP - A-2 Common Units (4)																								6,716						1,195						1,913						0.01
Maia Aggregator, L.P. - Class A Units (4)																								19,700,000						19,700						19,700						0.11
NC Eve, L.P. - LP Interest (4)(6)																								2,500,000						3,398						3,284						0.02
																														88,135						90,417						0.51
IT Services
NC Ocala Co-Invest Beta, L.P. - LP Interest (4)																								25,687,196						25,687						25,687						0.14
Professional Services
Guidehouse Holding Corp. - Preferred Equity (4)																								54,010						52,935						56,170						0.31
OHCP V TC COI, LP. - LP Interest (4)																								6,500,000						6,500						6,500						0.04
																														59,435						62,670						0.35

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Blackstone Private Credit Fund Consolidated Schedule of Investments March 31, 2022 (in thousands) (Unaudited)

Investments (1)						Reference Rate and Spread						Interest Rate (2)(14)						Maturity Date						Par Amount/Units						Cost (3)						Fair Value						Percentage of Net Assets
Equity (continued)
Software
Connatix Parent, LLC - Class L Common Units (4)																								126,136						1,388						1,770						0.01
Expedition Holdco, LLC (4)																								810,810						810						810						0.00
Lobos Parent, Inc. - Series A Preferred Shares (4)																								45,090						43,962						45,542						0.25
Mandolin Technology Holdings, Inc. - Series A Preferred Shares (4)																								31,950,000						30,992						33,228						0.19
																														77,152						81,350						0.45
Transportation Infrastructure
Atlas Intermediate Holding LLC - Preferred Interest (4)																								34,238,400						33,725						37,320						0.21
Frontline Road Safety Investments, LLC - Class A Common Units (4)																								41,304						4,363						3,942						0.02
Ncp Helix Holdings, LLC. - Preferred Shares (4)																								1,485,282						1,116						1,116						0.01
																														39,204						42,378						0.24
Total Equity Investments																														$	353,064					$	374,346					2.08		%
Total Investments - non-controlled/non-affiliated																														$	36,851,314					$	36,845,765					205.81		%
Investments — non-controlled/affiliated
Equity
Distributors
GSO DL Co-Invest EIS LP (EIS Acquisition Holdings, LP) - Class A Common Units (4)(6)(14)																														$	583					$	1,799					0.01		%
Total Equity																														$	583					$	1,799					0.01		%
Total Investments — non-controlled/affiliated																														$	583					$	1,799					0.01		%
Investments—controlled/affiliated
Equity
Diversified Financial Services
Specialty Lending Company LLC - LLC Interest (4)(5)(6)																														$	189,900					$	189,900					1.06		%
Specialty Retail
GSO DL CoInvest CI LP (CustomInk, LLC) - Series A Preferred Units (4)(6)(14)																														1,421						1,809						0.01
Total Equity																														$	191,321					$	191,709					1.07		%
Investment in Joint Venture
BCRED Emerald JV (6)																														$	733,404					$	738,201					4.12		%
Total Investment in Joint Venture																														$	733,404					$	738,201					4.12		%
Total Investments — controlled/affiliated																														$	924,724					$	929,910					5.19		%
Total Investment Portfolio																														$	37,776,621					$	37,777,474					211.01		%
Cash and Cash Equivalents
Other Cash and Cash Equivalents																														$	1,642,981					$	1,642,981					9.18		%
Total Portfolio Investments, Cash and Cash Equivalents																														$	39,419,602					$	39,420,455					220.19		%

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Blackstone Private Credit Fund Consolidated Schedule of Investments March 31, 2022 (in thousands) (Unaudited)

(1)    Unless otherwise indicated, issuers of debt and equity investments held by the Company (which such term “Company” shall include the Company’s consolidated subsidiaries for purposes of this Consolidated Schedule of Investments) are denominated in dollars. All debt investments are income producing unless otherwise indicated. All equity investments are non-income producing unless otherwise noted. Certain portfolio company investments are subject to contractual restrictions on sales. The total par amount is presented for debt investments and the number of shares or units owned is presented for equity investments. Each of the Company’s investments is pledged as collateral, under one or more of its credit facilities unless otherwise indicated.

(2)    Variable rate loans to the portfolio companies bear interest at a rate that is determined by reference to either LIBOR (“L”), Canadian Dollar Offered Rate (“CDOR” or “C”), Sterling Overnight Interbank Average Rate (“SONIA” or “S”), Euro Interbank Offer Rate (“Euribor” or “E”), Secured Overnight Financing Rate (“SOFR"), or an alternate base rate (commonly based on the Federal Funds Rate (“F”) or the U.S. Prime Rate (“P”), which generally resets periodically. For each loan, the Company has indicated the reference rate used and provided the spread and the interest rate in effect as of March 31, 2022. Variable rate loans typically include an interest reference rate floor feature. As of March 31, 2022, 91.9% of the portfolio at fair value had a base rate floor above zero. For each such loan, the Company has provided the interest rate in effect on the date presented.

(3)    The cost represents the original cost adjusted for the amortization of discounts and premiums, as applicable, on debt investments using the effective interest method in accordance with accounting principles generally accepted in the United States of America ("U.S. GAAP").

(4)    These investments were valued using unobservable inputs and are considered Level 3 investments. Fair value was determined in good faith by or under the direction of the Board of Trustees (the “Board”) (see Note 2 and Note 5), pursuant to the Company’s valuation policy.

(5)    These debt investments are not pledged as collateral under any of the Company's credit facilities. For other debt investments that are pledged to the Company's credit facilities, a single investment may be divided into parts that are individually pledged as collateral to separate credit facilities.

(6)    The investment is not a qualifying asset under Section 55(a) of the Investment Company Act of 1940, as amended (together with the rules and regulations promulgated thereunder, the “1940 Act”). The Company may not acquire any non-qualifying asset unless, at the time of acquisition, qualifying assets represent at least 70% of the Company’s total assets. As of March 31, 2022, non-qualifying assets represented 17.1% of total assets as calculated in accordance with regulatory requirements.

(7)    Position or portion thereof is an unfunded loan commitment, and no interest is being earned on the unfunded portion, although the investment may be subject to unused commitment fees. Negative cost and fair value results from unamortized fees, which are capitalized to the investment cost. The unfunded loan commitment may be subject to a commitment termination date that may expire prior to the maturity date stated. See below for more information on the Company’s unfunded commitments (all commitments are first lien, unless otherwise noted):

Investments—non-controlled/non-affiliated

Commitment Type

Commitment Expiration Date

Unfunded Commitment

Fair Value

First Lien Debt

ACI Group Holdings, Inc.

Delayed Draw Term Loan

8/2/2023

$

74,169

$

—

ACI Group Holdings, Inc.

Revolver

8/2/2027

21,482

(215)

ADCS Clinics Intermediate Holdings, LLC

Delayed Draw Term Loan

5/7/2023

2,749

—

ADCS Clinics Intermediate Holdings, LLC

Revolver

5/7/2027

3,902

(78)

AI Altius Bidco, Inc.

Delayed Draw Term Loan

12/21/2023

34,698

(347)

AI Aqua Merger Sub, Inc.

Delayed Draw Term Loan

7/30/2028

5,741

—

Albireo Energy, LLC

Delayed Draw Term Loan

6/23/2022

11,026

—

Alera Group, Inc.

Delayed Draw Term Loan

9/30/2028

536

—

Alera Group, Inc.

Delayed Draw Term Loan

10/2/2028

40,593

(203)

Amerivet Partners Management, Inc.

Delayed Draw Term Loan

2/25/2024

68,476

(685)

Amerivet Partners Management, Inc.

Revolver

2/25/2028

11,511

(230)

Armada Parent, Inc.

Delayed Draw Term Loan

10/29/2023

22,500

(225)

Armada Parent, Inc.

Revolver

10/29/2027

24,750

—

Ascend Buyer, LLC

Revolver

9/30/2027

6,467

—

athenahealth, Inc.

Delayed Draw Term Loan

2/15/2029

4,579

—

Atlas CC Acquisition Corp.

Delayed Draw Term Loan

5/26/2026

14,403

(156)

Atlas CC Acquisition Corp.

Revolver

5/26/2026

18,518

(201)

AxiomSL Group, Inc.

Delayed Draw Term Loan

12/3/2027

5,478

(110)

AxiomSL Group, Inc.

Revolver

12/3/2025

5,983

(120)

Barbri Holdings, Inc.

Delayed Draw Term Loan

4/28/2023

22,662

—

Bazaarvoice, Inc.

Delayed Draw Term Loan

11/7/2022

57,432

—

Bazaarvoice, Inc.

Revolver

5/7/2026

42,994

—

Benefytt Technologies, Inc.

Delayed Draw Term Loan

8/12/2023

26,865

(269)

Cambium Learning Group, Inc.

Revolver

7/20/2028

101,715

—

Canadian Hospital Specialties Ltd.

Delayed Draw Term Loan

4/14/2023

7,659

—

Canadian Hospital Specialties Ltd.

Revolver

4/14/2027

4,174

—

Capstone Logistics, LLC

Delayed Draw Term Loan

11/12/2027

1,350

—

Caramel Bidco Limited

Delayed Draw Term Loan

2/24/2024

26,770

—

CCBlue Bidco, Inc.

Delayed Draw Term Loan

12/21/2023

91,739

(917)

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Blackstone Private Credit Fund Consolidated Schedule of Investments March 31, 2022 (in thousands) (Unaudited)

Investments—non-controlled/non-affiliated

Commitment Type

Commitment Expiration Date

Unfunded Commitment

Fair Value

CD&R Artemis UK Bidco Ltd.

Revolver

8/19/2026

25,000

—

CFGI Holdings, LLC

Delayed Draw Term Loan

11/2/2027

22,800

(228)

CFGI Holdings, LLC

Revolver

11/2/2027

19,950

(399)

Claims Automation Intermediate 2, LLC

Delayed Draw Term Loan

12/16/2027

68,521

(685)

Clearview Buyer, Inc.

Delayed Draw Term Loan

8/26/2024

33,015

—

Clearview Buyer, Inc.

Revolver

2/26/2027

8,085

(162)

Community Brands ParentCo, LLC

Delayed Draw Term Loan

2/24/2028

10,809

(108)

Community Brands ParentCo, LLC

Revolver

2/24/2028

6,330

(127)

Confine Visual Bidco

Delayed Draw Term Loan

3/11/2024

55,557

—

Connatix Buyer, Inc.

Delayed Draw Term Loan

7/14/2023

32,700

(327)

Connatix Buyer, Inc.

Revolver

7/14/2027

16,294

—

COP Home Services TopCo IV, Inc.

Revolver

12/31/2025

7,664

—

CPI Holdco, LLC

Delayed Draw Term Loan

5/1/2023

78,721

—

CPI Holdco, LLC

Revolver

11/1/2026

28,928

(579)

Cumming Group, Inc.

Delayed Draw Term Loan

5/26/2027

51,930

(478)

Cumming Group, Inc.

Revolver

5/26/2027

20,066

—

DCA Investment Holdings, LLC

Delayed Draw Term Loan

3/12/2023

4,832

—

DG Investment Intermediate Holdings 2, Inc.

Delayed Draw Term Loan

3/31/2028

3,162

—

Diversitech Holdings, Inc.

Delayed Draw Term Loan

12/22/2028

3,300

—

Donuts, Inc.

Delayed Draw Term Loan

5/14/2023

128,295

—

Emergency Power Holdings, LLC

Delayed Draw Term Loan

8/17/2023

56,100

—

Engineered Stone Group Holdings III Ltd.

Delayed Draw Term Loan

11/22/2023

55,800

—

Episerver, Inc.

Delayed Draw Term Loan

4/9/2026

10,185

(127)

Episerver, Inc.

Revolver

4/9/2026

3,833

(48)

Experity, Inc.

Revolver

7/22/2027

13,452

(269)

Fencing Supply Group Acquisition, LLC

Delayed Draw Term Loan

8/2/2022

30,625

—

Foundation Risk Partners Corp.

Delayed Draw Term Loan

10/29/2023

3,537

—

Foundation Risk Partners Corp.

Revolver

10/29/2027

9,529

(143)

Frontline Road Safety, LLC - A

Delayed Draw Term Loan

5/3/2027

5,129

—

Frontline Road Safety, LLC - B

Delayed Draw Term Loan

5/3/2022

39,526

—

Galway Borrower, LLC

Delayed Draw Term Loan

9/30/2023

32,397

—

Galway Borrower, LLC

Revolver

9/30/2027

19,017

(380)

GCX Corporation Buyer, LLC

Delayed Draw Term Loan

9/13/2023

67,500

—

Genuine Cable Group, LLC

Delayed Draw Term Loan

4/1/2023

2,246

—

GI Consilio Parent, LLC

Revolver

5/14/2026

6,300

(114)

GI Ranger Intermediate, LLC

Delayed Draw Term Loan

10/30/2028

36,000

—

GI Ranger Intermediate, LLC

Revolver

10/29/2027

9,720

—

Gigamon Inc.

Revolver

3/11/2028

25,774

(515)

Go Car Wash Management Corp.

Delayed Draw Term Loan

8/31/2023

32,111

—

GovernmentJobs.com, Inc.

Delayed Draw Term Loan

11/30/2023

62,600

—

GovernmentJobs.com, Inc.

Revolver

11/30/2027

19,764

(395)

GraphPAD Software, LLC

Delayed Draw Term Loan

4/27/2027

8,571

(86)

GraphPAD Software, LLC

Revolver

4/27/2027

2,832

—

Great Day Improvements, LLC

Revolver

12/28/2027

28,703

(574)

Gruden Acquisition, Inc.

Delayed Draw Term Loan

7/1/2023

6,930

—

Gruden Acquisition, Inc.

Revolver

7/1/2026

8,325

—

Helix TS, LLC

Delayed Draw Term Loan

8/3/2023

38,209

—

HIG Orca Acquisition Holdings, Inc.

Delayed Draw Term Loan

8/17/2023

18,629

(186)

HIG Orca Acquisition Holdings, Inc.

Revolver

8/17/2027

2,221

—

High Street Buyer, Inc.

Delayed Draw Term Loan

2/2/2024

77,875

—

33

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Table of Contents

Blackstone Private Credit Fund Consolidated Schedule of Investments March 31, 2022 (in thousands) (Unaudited)

Investments—non-controlled/non-affiliated

Commitment Type

Commitment Expiration Date

Unfunded Commitment

Fair Value

High Street Buyer, Inc.

Revolver

4/16/2027

4,186

(84)

IG Investments Holdings, LLC

Revolver

9/22/2027

35,862

—

Inovalon Holdings, Inc.

Delayed Draw Term Loan

6/24/2024

99,544

(1,244)

Integrity Marketing Acquisition, LLC

Delayed Draw Term Loan

8/27/2025

7,318

—

Integrity Marketing Acquisition, LLC

Delayed Draw Term Loan

7/9/2023

73,250

(549)

Java Buyer, Inc.

Delayed Draw Term Loan

12/15/2023

90,495

—

Jones Deslauriers Insurance Management, Inc.

Delayed Draw Term Loan

3/27/2028

12,054

—

Kaufman Hall & Associates, LLC

Delayed Draw Term Loan

12/14/2023

19,840

(198)

Knowledge Pro Buyer, Inc.

Delayed Draw Term Loan

12/10/2023

18,452

(185)

Knowledge Pro Buyer, Inc.

Revolver

12/10/2027

5,747

—

KPSKY Acquisition, Inc.

Delayed Draw Term Loan

10/19/2023

10,688

—

Kwor Acquisition, Inc.

Revolver

12/22/2027

11,402

—

L&S Mechanical Acquisition, LLC

Delayed Draw Term Loan

9/1/2022

36,794

—

LD Lower Holdings, Inc.

Delayed Draw Term Loan

2/8/2023

19,979

—

Legacy Intermediate, LLC

Delayed Draw Term Loan

2/25/2023

36,000

(360)

Legacy Intermediate, LLC

Revolver

2/25/2028

17,242

(172)

Linquest Corp.

Delayed Draw Term Loan

1/27/2023

44,775

(448)

Mandolin Technology Intermediate Holdings, Inc.

Revolver

7/30/2026

10,800

(108)

Marcone Yellowstone Buyer, Inc.

Delayed Draw Term Loan

6/23/2028

22,348

—

Material Holdings, LLC

Delayed Draw Term Loan

8/19/2023

31,793

—

Material Holdings, LLC

Revolver

8/17/2027

10,810

—

Maverick Acquisition, Inc.

Delayed Draw Term Loan

6/1/2023

16,185

(59)

Medallia, Inc.

Delayed Draw Term Loan

10/29/2023

11,138

—

Medical Knowledge Group, LLC

Revolver

2/1/2029

34,020

—

Metis Buyer, Inc.

Revolver

5/4/2026

3,600

—

MHE Intermediate Holdings, LLC

Delayed Draw Term Loan

7/21/2023

509

—

MHE Intermediate Holdings, LLC

Revolver

7/21/2027

771

—

Monk Holding Co.

Delayed Draw Term Loan

12/1/2023

42,074

—

MRI Software, LLC

Delayed Draw Term Loan

2/10/2026

16,834

—

MRI Software, LLC

Revolver

2/10/2026

673

—

Navigator Acquiror, Inc.

Delayed Draw Term Loan

7/16/2023

122,548

—

NDC Acquisition Corp.

Revolver

3/9/2027

3,425

—

New Arclin US Holding Corp.

Delayed Draw Term Loan

9/22/2028

4,224

—

NMC Crimson Holdings, Inc.

Delayed Draw Term Loan

3/1/2023

31,400

(471)

Onex Baltimore Buyer, Inc.

Delayed Draw Term Loan

12/1/2023

30,494

—

Paya Holdings III, LLC

Revolver

6/16/2028

3,375

—

Peak Utility Services Group, Inc.

Delayed Draw Term Loan

3/2/2028

7,200

—

Pediatric Associates Holding Co., LLC

Delayed Draw Term Loan

12/28/2028

57

—

PGIS Intermediate Holdings, LLC

Delayed Draw Term Loan

10/16/2028

22,406

—

PGIS Intermediate Holdings, LLC

Revolver

10/16/2028

6,274

(63)

Point Broadband Acquisition, LLC

Delayed Draw Term Loan

10/1/2023

73,003

(913)

Polyphase Elevator Holding Co.

Delayed Draw Term Loan

12/21/2027

15,000

—

Polyphase Elevator Holding Co.

Delayed Draw Term Loan

1/1/2024

65,000

—

Polyphase Elevator Holding Co.

Revolver

6/23/2027

2,400

—

Porcelain Acquisition Corp.

Delayed Draw Term Loan

4/30/2022

21,722

(638)

Pro Mach Group, Inc.

Delayed Draw Term Loan

8/31/2028

1,324

—

Prodege International Holdings, LLC

Delayed Draw Term Loan

12/15/2022

114,448

—

Profile Products, LLC

Delayed Draw Term Loan

11/12/2027

25,460

—

Profile Products, LLC

Revolver

11/12/2027

15,771

—

Progress Residential PM Holdings, LLC

Delayed Draw Term Loan

3/17/2023

16,623

—

34

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Table of Contents

Blackstone Private Credit Fund Consolidated Schedule of Investments March 31, 2022 (in thousands) (Unaudited)

Investments—non-controlled/non-affiliated

Commitment Type

Commitment Expiration Date

Unfunded Commitment

Fair Value

Qualus Power Services Corp.

Delayed Draw Term Loan

3/26/2023

9,016

—

R1 Holdings, LLC

Delayed Draw Term Loan

4/19/2022

5,686

—

Radwell International, LLC

Delayed Draw Term Loan

7/13/2023

29,219

—

Radwell International, LLC

Revolver

7/13/2027

34,375

—

Red River Technology, LLC

Delayed Draw Term Loan

5/26/2023

47,832

—

Refficiency Holdings, LLC

Delayed Draw Term Loan

12/16/2027

2,381

43

Relativity ODA, LLC

Revolver

5/12/2027

4,937

(74)

Relay Purchaser, LLC

Revolver

8/30/2026

28,571

(286)

Reverb Buyer, Inc.

Delayed Draw Term Loan

11/1/2028

1,957

—

Roadsafe Holdings, Inc.

Delayed Draw Term Loan

7/31/2023

77,680

—

RSC Acquisition, Inc.

Delayed Draw Term Loan

10/30/2026

25,904

—

RWL Holdings, LLC

Delayed Draw Term Loan

12/1/2027

58,064

(581)

Safety Borrower Holdings LP

Delayed Draw Term Loan

9/1/2022

8,390

—

Safety Borrower Holdings LP

Revolver

9/1/2027

2,517

—

Sam Holding Co, Inc.

Delayed Draw Term Loan

9/24/2023

44,400

—

Sam Holding Co, Inc.

Revolver

3/24/2027

24,000

(480)

SEKO Global Logistics Network, LLC

Delayed Draw Term Loan

12/30/2022

15,200

(210)

SEKO Global Logistics Network, LLC

Revolver

12/30/2026

7,771

—

SelectQuote, Inc.

Delayed Draw Term Loan

11/5/2024

58,933

—

Sherlock Buyer Corp.

Delayed Draw Term Loan

12/1/2028

11,177

(112)

Sherlock Buyer Corp.

Revolver

12/8/2027

4,445

(89)

Smile Doctors, LLC

Delayed Draw Term Loan

12/21/2023

33,940

—

Smile Doctors, LLC

Revolver

12/21/2027

48,007

—

Snoopy Bidco, Inc.

Delayed Draw Term Loan

6/1/2023

129,000

—

Sovos Compliance, LLC

Delayed Draw Term Loan

8/11/2028

3,643

—

SpecialtyCare, Inc.

Delayed Draw Term Loan

6/18/2023

7,139

(178)

SpecialtyCare, Inc.

Revolver

6/18/2026

5,935

—

Spitfire Parent, Inc.

Delayed Draw Term Loan

9/4/2022

13,833

—

Stepping Stones Healthcare Services, LLC

Delayed Draw Term Loan

12/30/2023

45,312

(453)

Stepping Stones Healthcare Services, LLC

Revolver

12/30/2026

18,901

—

Tailwind Colony Holding Corporation

Delayed Draw Term Loan

12/10/2022

6,519

—

Tennessee Bidco Limited

Delayed Draw Term Loan

8/3/2028

89,723

—

The Action Environmental Group, Inc.

Delayed Draw Term Loan

1/16/2026

8,518

—

The Fertility Partners, Inc.

Delayed Draw Term Loan

3/16/2028

18,972

(25)

The Fertility Partners, Inc.

Revolver

9/16/2027

7,589

(10)

The GI Alliance Management, LLC

Delayed Draw Term Loan

2/4/2023

65,222

—

The NPD Group L.P.

Revolver

12/1/2027

52,471

(355)

Therapy Brands Holdings, LLC

Delayed Draw Term Loan

5/18/2028

1,627

—

Thermostat Purchaser III, Inc.

Delayed Draw Term Loan

8/31/2028

7,481

—

Thermostat Purchaser III, Inc.

Revolver

8/31/2026

8,125

—

Thermostat Purchaser III, Inc. (2nd Lien)

Delayed Draw Term Loan

8/31/2023

5,600

—

Trident TPI Holdings, Inc.

Delayed Draw Term Loan

9/15/2028

789

—

Trinity Air Consultants Holdings Corp.

Delayed Draw Term Loan

6/29/2023

28,754

—

Trinity Air Consultants Holdings Corp.

Revolver

6/29/2027

12,780

—

Trinity Partners Holdings, LLC

Delayed Draw Term Loan

12/21/2023

109,037

(1,090)

Triple Lift, Inc.

Revolver

5/6/2028

14,295

(286)

TRP Infrastructure Services, LLC

Delayed Draw Term Loan

1/9/2023

13,187

(132)

Turing Holdco, Inc.

Delayed Draw Term Loan

8/3/2028

6,916

—

US Oral Surgery Management Holdco, LLC

Delayed Draw Term Loan

11/18/2023

49,353

—

US Oral Surgery Management Holdco, LLC

Revolver

11/18/2027

12,932

(194)

35

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Table of Contents

Blackstone Private Credit Fund Consolidated Schedule of Investments March 31, 2022 (in thousands) (Unaudited)

Investments—non-controlled/non-affiliated						Commitment Type						Commitment Expiration Date						Unfunded Commitment						Fair Value
VT Topco, Inc.						Delayed Draw Term Loan						8/1/2025						1,243						—
West Monroe Partners, LLC						Delayed Draw Term Loan						11/9/2023						188,572						—
West Monroe Partners, LLC						Revolver						11/9/2027						56,571						—
WHCG Purchaser III, Inc.						Delayed Draw Term Loan						6/22/2023						19,482						—
WHCG Purchaser III, Inc.						Revolver						6/22/2026						12,486						(125)
Specialty Lending Company LLC						LLC Interest												125,100						—
Total Unfunded Commitments																		$	5,179,166					$	(19,815)

(8)    There are no interest rate floors on these investments.

(9)    The interest rate floor on these investments as of March 31, 2022 was 0.50%.

(10)    The interest rate floor on these investments as of March 31, 2022 was 0.75%.

(11)    The interest rate floor on these investments as of March 31, 2022 was 1.00%.

(12)    The interest rate floor on these investments as of March 31, 2022 was 1.25%.

(13)    The interest rate floor on these investments as of March 31, 2022 was 1.50%.

(14)     For unsettled positions the interest rate does not include the base rate.

(15)    Under the 1940 Act, the Company is deemed to “control” a portfolio company if the Company owns more than 25% of its outstanding voting securities and/or held the power to exercise control over the management or policies of the portfolio company. Under the 1940 Act, the Company is deemed an “affiliated person” of a portfolio company if the Company owns 5% or more of the portfolio company’s outstanding voting securities. As of March 31, 2022, the Company’s controlled/affiliated and non-controlled/affiliated investments were as follows:

			Fair value as of December 31, 2021						Gross Additions						Gross Reductions						Change in Unrealized Gains (Losses)						Fair value as of March 31, 2022						Dividend and Interest Income
Non-Controlled/Affiliated Investments
GSO DL Co-Invest EIS LP			$	1,614					$	—					$	—					$	185					$	1,799					$	—
Controlled/Affiliated Investments
Specialty Lending Company LLC			212,400						—						(22,500)						—						189,900						10,125
BCRED Emerald JV			—						733,404						—						4,797						738,201						9,176
GSO DL Co-Invest CI LP			1,809						—						—						—						1,809						—
Total Controlled/Affiliated Investments			$	214,209					$	733,404					$	(22,500)					$	4,797					$	929,910					$	19,301

ADDITIONAL INFORMATION

Foreign currency forward contracts

Counterparty

Currency Purchased

Currency Sold

Settlement Date

Unrealized Appreciation (Depreciation)

Goldman Sachs Bank USA

Euro 423 million

US Dollar 481 million

4/1/2022

$

(11,957)

36

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Table of Contents

Blackstone Private Credit Fund Consolidated Schedule of Investments March 31, 2022 (in thousands) (Unaudited)

Interest Rate Swaps

Interest Rate Swaps as of March 31, 2022
Counterparty						Hedged Instrument						Company Receives						Company Pays						Maturity Date						Notional Amount						Fair Market Value						Upfront Payments / Receipts						Change in Unrealized Gains / (Losses)
Goldman Sachs Bank USA						June 2024 Notes						2.56%						SOFR + 0.93%						6/21/2024						$	435,000					$	(6,634)					$	(165)					$	(8,635)
Goldman Sachs Bank USA						September 2024 Notes						1.75%						SOFR + 0.08%						9/15/2024						365,000						(5,941)						462						(7,898)
Goldman Sachs Bank USA						November 2024 Notes						2.35%						SOFR + 0.66%						11/22/2024						500,000						(8,758)						—						(11,570)
Goldman Sachs Bank USA						January 2025 Notes						2.70%						SOFR + 0.99%						1/15/2025						500,000						(9,287)						—						(12,157)
Goldman Sachs Bank USA						December 2026 Notes						2.63%						SOFR + 0.26%						12/15/2026						625,000						2,130						—						2,301
Deutsche Bank						December 2026 Notes						2.63%						SOFR + 0.26%						12/15/2026						625,000						2,482						—						2,301
Goldman Sachs Bank USA						March 2025 Notes						4.70%						SOFR + 2.43%						3/24/2025						400,000						(1,612)						—						(1,456)
Deutsche Bank						March 2025 Notes						4.70%						SOFR + 2.43%						3/24/2025						500,000						(2,044)						—						(1,820)
Total Interest Rate Swaps																														$	3,950,000					$	(29,664)					$	297					$	(38,934)

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

37

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Blackstone Private Credit Fund Consolidated Schedule of Investments December 31, 2021 (in thousands) (Unaudited)

Investments (1)						Reference Rate and Spread						Interest Rate (2)						Maturity Date						Par Amount/Units						Cost (3)						Fair Value						Percentage of Net Assets
Investments - non-controlled/non-affiliated
First Lien Debt
Aerospace & Defense
Corfin Holdings, Inc. (4)(7)(11)						L + 6.00%						7.00%						12/27/2027						$	6,619					$	6,579					$	6,500					0.05		%
Linquest Corp. (4)(7)(10)						L + 5.75%						6.50%						7/28/2028						157,106						153,737						153,516						1.19
Loar Group, Inc. (4)(11)						L + 7.25%						8.25%						10/2/2023						29,422						29,422						29,422						0.23
MAG DS Corp. (11)						L + 5.50%						6.50%						4/1/2027						10,849						10,680						9,981						0.08
Peraton Corp. (10)						L + 3.75%						4.50%						2/1/2028						72,389						72,163						72,543						0.56
Vertex Aerospace Services Corp. (10)						L + 4.00%						4.75%						10/27/2028						22,385						22,293						22,379						0.17
																														294,874						294,342						2.28
Air Freight & Logistics
AGI-CFI Holdings, Inc. (4)(10)						L + 5.50%						6.25%						6/11/2027						271,064						265,859						268,354						2.09
Livingston International, Inc. (4)(6)(10)						L + 5.50%						6.25%						4/30/2027						105,679						104,902						104,622						0.81
Mode Purchaser, Inc. (4)(11)						L + 6.25%						7.25%						12/9/2026						34,388						33,430						34,388						0.27
R1 Holdings, LLC (4)(7)(11)						L + 6.00%						7.00%						1/2/2026						38,742						38,698						38,742						0.30
RWL Holdings, LLC (4)(7)(10)						SOFR + 5.75%						6.50%						12/31/2028						218,835						213,914						213,878						1.66
SEKO Global Logistics Network, LLC (4)(11)						E + 5.00%						6.00%						12/30/2026						€	35,393					40,412						40,295						0.31
SEKO Global Logistics Network, LLC (4)(7)(11)						L + 5.00%						6.00%						12/30/2026						103,543						102,300						103,315						0.80
The Kenan Advantage Group, Inc. (10)						L + 3.75%						4.50%						3/12/2026						19,039						19,034						19,013						0.15
Wwex Uni Topco Holdings, LLC (10)						L + 4.25%						5.00%						7/26/2028						12,681						12,562						12,731						0.10
																														831,112						835,338						6.49
Airlines
Air Canada (6)(10)						L + 3.50%						4.25%						8/11/2028						7,819						7,745						7,823						0.06
American Airlines, Inc. (6)(10)						L + 4.75%						5.50%						3/11/2028						7,314						7,248						7,591						0.06
United Airlines, Inc. (6)(10)						L + 3.75%						4.50%						4/21/2028						16,631						16,629						16,728						0.13
																														31,622						32,143						0.25
Auto Components
Clarios Global LP (6)(8)						L + 3.25%						3.35%						4/30/2026						6,806						6,809						6,780						0.05
Metis Buyer, Inc. (4)(5)(7)(8) - Revolving Term Loan						L + 3.75%						3.85%						5/4/2028						4,275						4,099						4,221						0.03
Metis Buyer, Inc. (10)						L + 4.00%						4.75%						5/4/2028						49,750						48,510						49,859						0.39
Wheel Pros, Inc. (10)						L + 4.50%						5.25%						4/23/2028						25,906						25,912						25,901						0.20
																														85,330						86,761						0.67
Beverages
Arterra Wines Canada, Inc. (6)(10)						L + 3.50%						4.25%						11/24/2027						4,957						4,984						4,970						0.04
Triton Water Holdings, Inc. (9)						L + 3.50%						4.00%						3/18/2028						26,637						26,601						26,387						0.21
																														31,585						31,357						0.25

38

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Blackstone Private Credit Fund Consolidated Schedule of Investments December 31, 2021 (in thousands) (Unaudited)

Investments (1)						Reference Rate and Spread						Interest Rate (2)						Maturity Date						Par Amount/Units						Cost (3)						Fair Value						Percentage of Net Assets
First Lien Debt (continued)
Building Products
Cornerstone Building Brands, Inc. (6)(9)						L + 3.25%						3.75%						4/12/2028						2,947						2,934						2,946						0.02
CP Atlas Buyer, Inc. (9)						L + 3.75%						4.25%						11/23/2027						31,556						31,560						31,461						0.24
Empire Today, LLC (10)						L + 5.00%						5.75%						3/8/2028						69,572						68,419						68,485						0.53
Fencing Supply Group Acquisition, LLC (4)(7)(11)						L + 6.00%						7.00%						2/26/2027						78,944						77,860						78,550						0.61
Great Day Improvements, LLC (4)(7)(9)						L + 6.25%						6.75%						12/29/2027						245,000						239,342						239,335						1.86
Illuminate Merger Sub Corp. (9)						L + 3.50%						4.00%						6/30/2028						8,000						7,944						7,949						0.06
Jacuzzi Brands, LLC (4)(11)						L + 6.50%						7.50%						2/25/2025						52,938						52,414						52,938						0.41
Kodiak BP, LLC (10)						L + 3.25%						4.00%						2/25/2028						10,389						10,369						10,330						0.08
L&S Mechanical Acquisition, LLC (4)(7)(10)						L + 5.75%						6.50%						9/1/2027						114,795						112,627						112,499						0.88
Latham Pool Products, Inc. (8)						L + 6.00%						6.10%						6/18/2025						105,696						105,247						106,269						0.83
Lindstrom, LLC (4)(11)						L + 6.25%						7.25%						4/7/2025						27,963						27,739						27,963						0.22
Mi Windows and Doors, LLC (10)						L + 3.75%						4.50%						12/18/2027						24,288						24,404						24,425						0.19
Symphony Technology Group (10)						L + 5.00%						5.75%						5/3/2028						63,186						62,591						63,117						0.49
Windows Acquisition Holdings, Inc. (4)(11)						L + 6.50%						7.50%						12/29/2026						62,366						61,321						62,366						0.49
																														884,772						888,631						6.91
Capital Markets
Advisor Group Holdings, Inc. (8)						L + 4.50%						4.60%						7/31/2026						17,347						17,392						17,418						0.14
Situs-AMC Holdings Corporation (4)(10)						L + 5.75%						6.50%						12/22/2027						110,000						108,905						108,900						0.85
Superannuation And Investments US, LLC (6)(9)						L + 3.75%						4.25%						9/23/2028						14,364						14,244						14,391						0.11
The Edelman Financial Engines Center, LLC (10)						L + 3.50%						4.25%						3/15/2028						19,880						19,814						19,894						0.15
																														160,355						160,602						1.25
Chemicals
Dominion Colour Corporation (4)(6)(7)(11)						L + 8.25% (incl. 2.00% PIK)						9.25%						4/6/2024						35,687						34,449						35,062						0.27
Geon Performance Solutions, LLC (10)						L + 4.75%						5.50%						8/9/2028						7,389						7,336						7,463						0.06
Hyperion Materials & Technologies, Inc. (9)						L + 4.50%						5.00%						8/28/2028						25,252						25,160						25,326						0.20
LSF11 Skyscraper Holdco S.à r.l, LLC (6)(10)						L + 3.50%						4.25%						9/29/2027						19,850						19,758						19,863						0.15
New Arclin US Holding Corp. (6)(7)(9)						L + 3.75%						4.25%						9/21/2028						20,208						20,115						20,209						0.16
NIC Acquisition Corp. (10)						L + 3.75%						4.50%						12/29/2027						13,837						13,824						13,698						0.11
Olympus Water US Holding Corp. (9)						L + 3.75%						4.25%						9/21/2028						10,625						10,598						10,605						0.08
Polymer Additives, Inc. (8)						L + 6.00%						6.13%						7/31/2025						30,420						28,311						29,675						0.23
																														159,550						161,901						1.26

39

---

Blackstone Private Credit Fund Consolidated Schedule of Investments December 31, 2021 (in thousands) (Unaudited)

Investments (1)						Reference Rate and Spread						Interest Rate (2)						Maturity Date						Par Amount/Units						Cost (3)						Fair Value						Percentage of Net Assets
First Lien Debt (continued)
Commercial Services & Supplies
Access CIG, LLC (8)						L + 3.75%						3.84%						2/27/2025						16,040						16,025						15,961						0.12
Allied Universal Holdco, LLC (9)						L + 3.75%						4.25%						5/12/2028						33,952						33,913						33,884						0.26
Bazaarvoice, Inc. (4)(7)(8)						L + 5.75%						5.85%						5/7/2028						372,166						372,166						372,166						2.90
DG Investment Intermediate Holdings 2, Inc. (10)						L + 3.50%						4.25%						3/17/2028						29,592						29,647						29,620						0.23
Divisions Holding Corp. (10)						L + 4.75%						5.50%						5/29/2028						24,036						23,815						24,126						0.19
EAB Global, Inc. (9)						L + 3.50%						4.00%						6/28/2028						8,000						7,956						7,967						0.06
ECP Gopher Holdings L.P. (11)						L + 3.25%						4.25%						3/6/2025						3,958						3,973						3,721						0.03
Foundational Education Group, Inc. (4)(9)						L + 4.25%						4.75%						8/31/2028						9,143						9,056						9,166						0.07
Garda World Security Corp. (6)(8)						L + 4.25%						4.36%						10/30/2026						29,435						29,511						29,432						0.23
Genuine Financial Holdings, LLC (8)						L + 3.75%						3.85%						7/11/2025						6,938						6,850						6,924						0.05
International SOS The Americas LP (6)(9)						L + 3.75%						4.25%						8/5/2028						2,331						2,309						2,337						0.02
Java Buyer, Inc. (4)(7)(10)						L + 5.75%						6.50%						12/15/2027						136,278						132,073						132,067						1.03
JSS Holdings, Inc. (4)(10)						L + 6.00%						6.75%						12/17/2028						243,525						239,876						241,699						1.88
JSS Holdings, Inc. (4)(11)						L + 6.25%						7.25%						12/17/2028						46,505						45,900						46,157						0.36
Knowledge Pro Buyer, Inc. (4)(7)(10)						L + 5.75%						6.50%						12/10/2027						45,655						44,433						44,421						0.35
KPSKY Acquisition, Inc. (4)(7)(10)						L + 5.50%						6.25%						10/19/2028						197,224						193,290						193,280						1.50
MaxGen Energy Services Corporation (4)(11)						L + 4.75%						5.75%						6/2/2027						59,700						58,353						58,208						0.45
Onex Baltimore Buyer, Inc. (4)(7)(10)						L + 5.75%						6.50%						12/1/2027						260,796						255,309						255,275						1.99
PECF USS Intermediate Holding III Corp. (9)						L + 4.25%						4.75%						12/15/2028						20,842						20,811						20,891						0.16
Recycle & Resource US, LLC (6)(9)						L + 3.50%						4.00%						7/8/2028						5,219						5,182						5,213						0.04
Revspring, Inc. (8)						L + 4.25%						4.47%						10/11/2025						15,443						15,323						15,501						0.12
Spin Holdco Inc. (10)						L + 4.00%						4.75%						3/1/2028						25,434						25,326						25,547						0.20
The Action Environmental Group, Inc. (4)(7)(12)						L + 6.00%						7.25%						1/16/2026						16,289						15,748						15,668						0.12
TRC Companies, Inc. (9)						L + 3.75%						4.25%						6/21/2024						18,778						18,679						18,711						0.15
TruGreen Limited Partnership (10)						L + 4.00%						4.75%						11/2/2027						5,955						5,990						5,969						0.05
USIC Holdings, Inc. (10)						L + 3.50%						4.25%						5/12/2028						24,938						24,822						24,938						0.19
Veregy Consolidated, Inc. (11)						L + 6.00%						7.00%						11/2/2027						20,584						20,632						20,636						0.16
																														1,656,969						1,659,483						12.91
Construction & Engineering
Aegion Corporation (10)						L + 4.75%						5.50%						5/17/2028						23,879						23,814						24,018						0.19
ASP Endeavor Acquisition, LLC (4)(9)						L + 6.50%						7.00%						5/3/2027						35,820						35,183						35,462						0.28
COP Home Services TopCo IV, Inc. (4)(7)(11)						L + 5.00%						6.00%						12/31/2027						128,886						125,700						127,513						0.99
Peak Utility Services Group, Inc. (4)(7)(11)						L + 5.00%						6.00%						2/26/2028						23,622						23,380						23,467						0.18
Thermostat Purchaser III, Inc. (4)(7)(10)						L + 4.50%						5.25%						8/24/2028						42,519						41,196						42,498						0.33
Tutor Perini Corp. (6)(11)						L + 4.75%						5.75%						8/13/2027						2,963						2,992						2,974						0.02
																														252,266						255,933						1.99

40

---

Blackstone Private Credit Fund Consolidated Schedule of Investments December 31, 2021 (in thousands) (Unaudited)

Investments (1)						Reference Rate and Spread						Interest Rate (2)						Maturity Date						Par Amount/Units						Cost (3)						Fair Value						Percentage of Net Assets
First Lien Debt (continued)
Construction Materials
White Cap Buyer, LLC (9)						L + 4.00%						4.50%						10/19/2027						23,827						23,913						23,878						0.19
Containers & Packaging
Ascend Buyer, LLC (4)(7)(10)						L + 5.75%						6.50%						9/30/2028						77,601						75,982						75,920						0.59
Berlin Packaging, LLC (9)						L + 3.75%						4.25%						3/11/2028						8,544						8,480						8,545						0.07
Charter NEX US, Inc. (10)						L + 3.75%						4.50%						12/1/2027						21,359						21,428						21,431						0.17
Flex Acquisition Co., Inc. (9)						L + 3.50%						4.00%						2/23/2028						8,191						8,173						8,185						0.06
Flex Acquisition Co., Inc. (8)						L + 3.00%						3.13%						6/29/2025						9,475						9,462						9,404						0.07
Graham Packaging Co, Inc. (10)						L + 3.00%						3.75%						8/4/2027						4,963						4,972						4,956						0.04
IBC Capital US, LLC (6)(8)						L + 3.75%						3.97%						9/11/2023						18,513						18,477						18,393						0.14
LABL, Inc. (9)						L + 5.00%						5.50%						10/29/2028						7,143						7,037						7,144						0.06
MAR Bidco Sarl (6)(9)						L + 4.25%						4.75%						4/20/2028						3,806						3,788						3,813						0.03
Pretium PKG Holdings, Inc. (9)						L + 4.00%						4.50%						8/27/2028						18,889						18,439						18,878						0.15
ProAmpac PG Borrower, LLC (10)						L + 3.75%						4.50%						11/3/2025						30,050						30,103						30,121						0.23
TricorBraun Holdings, Inc. (9)						L + 3.25%						3.75%						3/3/2028						13,067						13,011						12,991						0.10
Trident TPI Holdings, Inc. (7)(11)						L + 3.25%						4.25%						10/17/2024						13,886						13,875						13,907						0.11
Trident TPI Holdings, Inc. (9)						L + 4.00%						4.50%						7/29/2028						7,433						7,426						7,440						0.06
																														240,652						241,124						1.88
Distributors
BP Purchaser, LLC (4)(10)						L + 5.50%						6.25%						12/10/2028						34,800						34,110						34,104						0.27
Bution Holdco 2, Inc. (4)(11)						L + 6.25%						7.25%						10/17/2025						5,925						5,827						5,880						0.05
Dana Kepner Company, LLC (4)(11)						L + 6.25%						7.25%						12/29/2026						14,850						14,601						14,887						0.12
Genuine Cable Group, LLC (4)(6)(7)(10)						L + 5.75%						6.50%						11/2/2026						22,695						22,079						22,239						0.17
Marcone Yellowstone Buyer, Inc. (7)(10)						L + 5.50%						6.25%						12/23/2028						83,636						81,696						81,696						0.64
NDC Acquisition Corp. (4)(11)						L + 5.75%						6.75%						3/9/2027						22,331						21,801						22,108						0.17
NDC Acquisition Corp. (4)(5)(7)(11) - Revolving Term Loan						L + 5.75%						6.75%						3/9/2027						214						133						180						0.00
Tailwind Colony Holding Corporation (4)(7)(11)						L + 7.50%						8.50%						11/13/2024						56,508						55,192						55,378						0.43
Tailwind Colony Holding Corporation (4)(11)						L + 6.25%						7.25%						11/13/2024						11,961						11,740						11,591						0.09
Unified Door & Hardware Group, LLC (4)(11)						L + 6.25%						7.25%						6/30/2025						53,486						52,614						53,218						0.41
																														299,793						301,281						2.35

41

---

Blackstone Private Credit Fund Consolidated Schedule of Investments December 31, 2021 (in thousands) (Unaudited)

Investments (1)						Reference Rate and Spread						Interest Rate (2)						Maturity Date						Par Amount/Units						Cost (3)						Fair Value						Percentage of Net Assets
First Lien Debt (continued)
Diversified Consumer Services
Cambium Learning Group, Inc. (4)(7)(10)						L + 5.50%						6.25%						7/20/2028						968,124						959,067						968,124						7.53
Dreambox Learning Holding LLC (4)(10)						L + 6.25%						7.00%						12/1/2027						135,213						132,360						132,509						1.03
eResearchTechnology, Inc. (11)						L + 4.50%						5.50%						2/4/2027						28,103						28,220						28,234						0.22
Go Car Wash Management Corp. (4)(7)(11)						L + 5.75%						6.75%						12/31/2026						44,291						42,789						42,744						0.33
KUEHG Corp. (11)						L + 3.75%						4.75%						2/21/2025						22,830						22,577						22,417						0.17
LAH Borrower, LL (4)(6)(10)						L + 5.75%						6.50%						10/12/2027						9,250						9,071						9,215						0.07
Learning Care Group (11)						L + 3.25%						4.25%						3/13/2025						19,838						19,548						19,491						0.15
Loyalty Ventures, Inc. (9)						L + 4.50%						5.00%						11/3/2027						9,375						9,189						9,355						0.07
Pre-Paid Legal Services, Inc. (9)						L + 3.75%						4.25%						5/1/2025						23,239						23,007						23,133						0.18
Weld North Education, LLC (9)						L + 3.75%						4.25%						12/21/2027						24,271						24,271						24,307						0.19
																														1,270,100						1,279,529						9.94
Diversified Financial Services
Barbri Holdings, Inc. (4)(7)(10)						L + 5.75%						6.50%						4/30/2028						166,707						163,558						165,040						1.28
Lereta, LLC (10)						L + 5.25%						6.00%						7/27/2028						34,635						34,309						34,664						0.27
Mitchell International, Inc. (9)						L + 3.75%						4.25%						10/15/2028						38,979						38,694						38,809						0.30
Sedgwick Claims Management Services, Inc. (6)(11)						L + 4.25%						5.25%						9/3/2026						2,450						2,474						2,457						0.02
Sedgwick Claims Management Services, Inc. (6)(8)						L + 3.25%						3.35%						12/31/2025						7,961						7,937						7,909						0.06
SelectQuote, Inc. (4)(7)(10)						L + 5.00%						5.75%						11/5/2024						277,963						275,701						277,079						2.16
																														522,673						525,958						4.09
Diversified Telecommunication Services
Numericable US, LLC (6)(8)						L + 3.69%						3.81%						1/31/2026						5,050						5,056						5,016						0.04
Numericable US, LLC (6)(8)						L + 4.00%						4.12%						8/14/2026						23,829						23,851						23,745						0.18
Point Broadband Acquisition, LLC (4)(7)(11)						L + 6.00%						7.00%						10/1/2028						162,000						157,216						157,037						1.22
																														186,123						185,798						1.44
Electric Utilities
Qualus Power Services Corp. (4)(7)(11)						L + 5.50%						6.50%						3/26/2027						48,950						47,785						48,332						0.38
Electrical Equipment
Emergency Power Holdings, LLC (4)(7)(11)						L + 5.50%						6.50%						8/17/2028						195,000						190,778						190,539						1.48
Madison IAQ, LLC (9)						L + 3.25%						3.75%						6/16/2028						6,989						6,956						6,992						0.05
Radwell International, LLC (4)(6)(7)(10)						L + 5.50%						6.25%						7/13/2027						348,034						346,642						346,861						2.70
Relay Purchaser, LLC (4)(7)(10)						L + 6.00%						6.75%						8/30/2028						200,000						195,928						197,214						1.53
Shoals Holdings, LLC (4)(11)						L + 3.25%						4.25%						11/25/2026						11,377						11,140						11,434						0.09
																														751,443						753,040						5.85

42

---

Blackstone Private Credit Fund Consolidated Schedule of Investments December 31, 2021 (in thousands) (Unaudited)

Investments (1)						Reference Rate and Spread						Interest Rate (2)						Maturity Date						Par Amount/Units						Cost (3)						Fair Value						Percentage of Net Assets
First Lien Debt (continued)
Electronic Equipment, Instruments & Components
Albireo Energy, LLC (4)(7)(11)						L + 6.00%						7.00%						12/23/2026						35,496						34,857						34,858						0.27
ConvergeOne Holdings, Inc. (7)(8)						L + 5.00%						5.10%						1/4/2026						31,765						28,772						29,603						0.23
CPI International, Inc. (11)						L + 3.25%						4.25%						7/26/2024						8,977						8,991						8,980						0.07
Infinite Bidco, LLC (9)						L + 3.75%						4.25%						2/24/2028						21,831						21,806						21,797						0.17
Ingram Micro, Inc. (9)						L + 3.50%						4.00%						3/31/2028						3,980						3,942						3,986						0.03
																														98,369						99,224						0.77
Energy Equipment & Services
Abaco Energy Technologies, LLC (4)(11)						L + 7.50% (incl. 1.00% PIK)						8.50%						10/4/2024						10,668						10,058						10,482						0.08
EnergySolutions, LLC (11)						L + 3.75%						4.75%						5/9/2025						11,270						11,255						11,270						0.09
Tetra Technologies, Inc. (4)(6)(11)						L + 6.25%						7.25%						9/10/2025						22,793						21,815						22,793						0.18
																														43,128						44,544						0.35
Entertainment
CE Intermediate I, LLC (4)(9)						L + 4.00%						4.50%						11/10/2028						7,778						7,701						7,729						0.06
Herschend Entertainment Co, LLC (9)						L + 3.75%						4.25%						8/27/2028						5,306						5,255						5,306						0.04
Recorded Books, Inc. (8)						L + 4.00%						4.10%						8/29/2025						15,615						15,631						15,623						0.12
																														28,588						28,658						0.22
Food Products
CHG PPC Parent, LLC (9)						L + 3.00%						3.50%						11/16/2028						7,339						7,303						7,326						0.06
Quantum Bidco, Ltd. (6)(8)						S + 6.00%						6.11%						2/5/2028						£	18,500					24,474						24,712						0.19
Snacking Investments US, LLC (6)(11)						L + 4.00%						5.00%						12/18/2026						4,975						5,005						4,984						0.04
																														36,782						37,022						0.29
Health Care Equipment & Supplies
CPI Holdco, LLC (4)(7)(10)						L + 5.50%						6.25%						11/1/2028						265,496						258,989						258,905						2.01
GCX Corporation Buyer, LLC (4)(7)(10)						L + 5.50%						6.25%						9/13/2027						197,505						193,079						192,880						1.50
Mozart Borrower LP (9)						L + 3.25%						3.75%						9/20/2028						30,000						29,171						30,027						0.23
Resonetics, LLC (10)						L + 4.00%						4.75%						4/28/2028						18,666						18,616						18,689						0.15
Sunshine Luxembourg VII S.à r.l, LLC (6)(10)						L + 3.75%						4.50%						10/2/2026						18,726						18,778						18,821						0.15
TecoStar Holdings, Inc. (11)						L + 3.50%						4.50%						5/1/2024						20,799						20,703						19,852						0.15
																														539,336						539,175						4.19
Health Care Providers & Services
ACI Group Holdings, Inc. (4)(7)(10)						L + 5.50%						6.25%						8/2/2028						202,967						198,052						199,981						1.56
ADCS Clinics Intermediate Holdings, LLC (4)(7)(11)						L + 6.25%						7.25%						5/7/2027						43,521						42,636						42,961						0.33
ADMI Corp. (9)						L + 3.50%						4.00%						12/23/2027						15,586						15,514						15,582						0.12
AHP Health Partners, Inc. (9)						L + 3.50%						4.00%						8/4/2028						4,725						4,703						4,732						0.04

43

---

Blackstone Private Credit Fund Consolidated Schedule of Investments December 31, 2021 (in thousands) (Unaudited)

Investments (1)						Reference Rate and Spread						Interest Rate (2)						Maturity Date						Par Amount/Units						Cost (3)						Fair Value						Percentage of Net Assets
First Lien Debt (continued)
Health Care Providers & Services (continued)
AMGH Holding Corp. (11)						L + 4.25%						5.25%						3/14/2025						11,762						11,768						11,735						0.09
Canadian Hospital Specialties Ltd. (4)(6)(7)(11)						L + 4.25%						5.25%						4/14/2028						C$	41,781					32,404						32,351						0.25
CCBlue Bidco, Inc. (4)(7)(10)						L + 6.25%						7.00%						12/21/2028						464,809						454,639						454,595						3.54
CHG Healthcare Services, Inc. (9)						L + 3.50%						4.00%						9/29/2028						8,978						8,938						8,990						0.07
Covenant Surgical Partners, Inc. (8)						L + 4.00%						4.10%						7/1/2026						2,975						2,931						2,946						0.02
Cross Country Healthcare, Inc. (4)(10)						L + 5.75%						6.50%						6/8/2027						113,594						111,423						112,458						0.87
DCA Investment Holdings, LLC (4)(7)(10)						L + 6.25%						7.00%						3/12/2027						36,706						36,191						36,297						0.28
Epoch Acquisition, Inc. (4)(11)						L + 6.75%						7.75%						10/4/2024						29,421						29,421						29,421						0.23
GC EOS Buyer, Inc. (8)						L + 4.50%						4.60%						8/1/2025						2,003						1,993						2,003						0.02
Global Medical Response, Inc. (11)						L + 4.25%						5.25%						10/2/2025						21,619						21,698						21,560						0.17
Gordian Medical, Inc. (10)						L + 6.25%						7.00%						3/29/2027						66,833						64,778						66,554						0.52
Heartland Dental, LLC (8)						L + 4.00%						4.10%						4/30/2025						15,057						14,999						15,054						0.12
ICS US Holdings, Inc. (6)(9)						L + 5.25%						5.75%						6/8/2028						35,000						33,250						33,250						0.26
Jayhawk Buyer, LLC (4)(11)						L + 5.00%						6.00%						10/15/2026						204,293						200,666						202,250						1.57
LifePoint Health, Inc. (8)						L + 3.75%						3.85%						11/16/2025						10,000						10,018						10,005						0.08
Midwest Physician Administrative Services, LLC (10)						L + 3.25%						4.00%						3/5/2028						6,377						6,350						6,348						0.05
National Mentor Holdings, Inc. (7)(10)						L + 3.75%						4.50%						2/18/2028						11,320						11,038						10,943						0.09
Navigator Acquiror, Inc. (4)(7)(9)						L + 5.75%						6.25%						7/16/2027						375,002						371,541						373,127						2.90
Odyssey Holding Company, LLC (4)(11)						L + 5.75%						6.75%						11/16/2025						68,328						67,902						68,328						0.53
Onex TSG Intermediate Corp. (6)(10)						L + 4.75%						5.50%						2/28/2028						15,257						15,044						15,273						0.12
Padagis, LLC (6)(9)						L + 4.75%						5.25%						6/30/2028						10,371						10,296						10,338						0.08
Pathway Vet Alliance, LLC (8)						L + 3.75%						3.85%						3/31/2027						1,985						1,983						1,981						0.02
PetVet Care Centers, LLC (10)						L + 3.50%						4.25%						2/14/2025						31,505						31,530						31,540						0.25
Phoenix Guarantor, Inc. (8)						L + 3.25%						3.35%						3/5/2026						4,754						4,759						4,730						0.04
Phoenix Guarantor, Inc. (8)						L + 3.50%						3.60%						3/5/2026						8,086						8,086						8,064						0.06
Pluto Acquisition I, Inc. (8)						L + 4.00%						4.18%						6/22/2026						398						398						397						0.00
PSKW Intermediate, LLC (4)(11)						L + 6.25%						7.25%						3/9/2026						22,106						22,106						22,106						0.17
Radnet, Inc. (6)(10)						L + 3.00%						3.75%						4/22/2028						4,912						4,890						4,918						0.04
Reverb Buyer, Inc. (7)(9)						L + 3.50%						4.00%						11/1/2028						8,592						8,546						8,594						0.07
Smile Doctors, LLC (4)(7)(10)						L + 5.75%						6.50%						12/23/2028						398,136						388,413						388,500						3.02
Snoopy Bidco, Inc. (4)(7)(10)						L + 6.00%						6.75%						6/1/2028						396,000						383,095						388,125						3.02
Stepping Stones Healthcare Services, LLC (4)(7)(10)						L + 5.75%						6.50%						1/2/2029						132,563						129,011						129,008						1.00
Surgery Centers Holdings, Inc. (6)(10)						L + 3.75%						4.50%						8/31/2026						24,744						24,721						24,767						0.19
The GI Alliance Management, LLC (4)(7)(11)						L + 6.25%						7.25%						11/4/2024						211,618						208,856						209,542						1.63
TTF Holdings, LLC (4)(10)						L + 4.25%						5.00%						3/24/2028						6,551						6,507						6,567						0.05

44

---

Blackstone Private Credit Fund Consolidated Schedule of Investments December 31, 2021 (in thousands) (Unaudited)

Investments (1)						Reference Rate and Spread						Interest Rate (2)						Maturity Date						Par Amount/Units						Cost (3)						Fair Value						Percentage of Net Assets
First Lien Debt (continued)
Health Care Providers & Services (continued)
Unified Women's Healthcare, LLC (10)						L + 4.25%						5.00%						12/16/2027						20,334						20,333						20,382						0.16
U.S. Anesthesia Partners, Inc. (9)						L + 4.25%						4.75%						9/22/2028						29,018						28,878						28,984						0.23
US Oral Surgery Management Holdco, LLC (4)(7)(10)						L + 5.50%						6.25%						11/18/2027						131,930						128,607						128,952						1.00
WHCG Purchaser III, Inc. (4)(7)(10)						L + 5.75%						6.50%						6/22/2028						86,559						84,384						84,226						0.66
WP CityMD Bidco, LLC (9)						L + 3.25%						3.75%						11/18/2028						15,000						14,981						15,012						0.12
																														3,278,275						3,293,479						25.64
Health Care Technology
athenahealth, Inc. (8)						L + 4.25%						4.40%						2/11/2026						19,188						19,298						19,215						0.15
Edifecs, Inc. (4)(10)						L + 5.50%						6.25%						9/21/2026						123,323						120,934						120,856						0.94
Edifecs, Inc. (4)(11)						L + 7.00%						8.00%						9/21/2026						29,660						29,533						30,549						0.24
FH MD Buyer, Inc. (10)						L + 5.00%						5.75%						6/16/2028						47,381						46,937						47,144						0.37
GI Ranger Intermediate, LLC (4)(7)(10)						L + 6.00%						6.75%						10/29/2028						117,720						115,039						114,970						0.89
Netsmart Technologies, Inc. (10)						L + 4.00%						4.75%						10/1/2027						24,813						24,916						24,900						0.19
NMC Crimson Holdings, Inc. (4)(7)(10)						L + 6.00%						6.75%						3/1/2028						71,173						68,879						69,279						0.54
Project Ruby Ultimate Parent Corp. (10)						L + 3.25%						4.00%						3/3/2028						8,547						8,507						8,549						0.07
Therapy Brands Holdings, LLC (4)(5)(7)(10)						L + 4.00%						4.75%						5/12/2028						6,357						6,328						6,357						0.05
Verscend Holding Corp. (8)						L + 4.00%						4.10%						8/27/2025						20,423						20,486						20,443						0.16
Waystar Technologies, Inc. (8)						L + 4.00%						4.10%						10/22/2026						23,226						23,299						23,236						0.18
																														484,157						485,498						3.78
Hotels, Restaurants & Leisure
CEC Entertainment, Inc. (5)(8)						6.75%						6.75%						5/1/2026						79,800						79,780						78,287						0.61
Flynn Restaurant Group LP (9)						L + 4.25%						4.75%						12/1/2028						17,789						17,641						17,609						0.14
IRB Holding Corp. (11)						L + 3.25%						4.25%						12/15/2027						34,705						34,778						34,753						0.27
Tacala Investment Corp. (10)						L + 3.50%						4.25%						2/5/2027						35,473						35,557						35,454						0.28
																														167,756						166,104						1.30
Household Durables
AI Aqua Merger Sub, Inc. (6)(7)(9)						L + 4.00%						4.50%						6/16/2028						16,024						15,984						16,097						0.13
Instant Brands Holdings, Inc. (10)						L + 5.00%						5.75%						4/12/2028						81,813						80,711						76,904						0.60
																														96,694						93,000						0.73
Industrial Conglomerates
Bettcher Industries, Inc. (4)(11)						SOFR + 4.00%						4.12%						12/13/2028						11,316						11,203						11,316						0.09
Engineered Machinery Holdings, Inc. (10)						L + 3.75%						4.50%						5/19/2028						15,525						15,510						15,510						0.12
Excelitas Technologies Corp. (11)						L + 3.50%						4.50%						12/2/2024						22,788						22,813						22,902						0.18
FCG Acquisitions, Inc. (9)						L + 3.75%						4.25%						3/16/2028						23,578						23,590						23,549						0.18
Madison Safety & Flow LLC (8)						L + 3.75%						4.25%						12/14/2028						5,195						5,169						5,201						0.04
Vertical US Newco, Inc. (6)(9)						L + 3.50%						4.00%						7/30/2027						15,650						15,731						15,681						0.12
																														94,015						94,160						0.73

45

---

Blackstone Private Credit Fund Consolidated Schedule of Investments December 31, 2021 (in thousands) (Unaudited)

Investments (1)						Reference Rate and Spread						Interest Rate (2)						Maturity Date						Par Amount/Units						Cost (3)						Fair Value						Percentage of Net Assets
First Lien Debt (continued)
Insurance
Acrisure, LLC (8)						L + 3.50%						3.72%						2/15/2027						1,985						1,970						1,966						0.02
Acrisure, LLC (9)						L + 3.75%						4.25%						2/15/2027						12,180						12,078						12,180						0.09
Acrisure, LLC (9)						L + 4.25%						4.75%						2/15/2027						6,849						6,799						6,858						0.05
Alera Group, Inc. (4)(7)(10)						L + 5.50%						6.25%						9/30/2028						70,556						69,671						69,642						0.54
Alliant Holdings Intermediate, LLC (8)						L + 3.25%						3.35%						5/9/2025						8,017						8,008						7,947						0.06
Alliant Holdings Intermediate, LLC (9)						L + 3.50%						4.00%						10/8/2027						13,351						13,335						13,354						0.10
AssuredPartners, Inc. (9)						L + 3.50%						4.00%						2/12/2027						30,484						30,255						30,479						0.24
Baldwin Risk Partners, LLC (6)(9)						L + 3.50%						4.00%						10/14/2027						10,448						10,398						10,409						0.08
Benefytt Technologies, Inc. (4)(7)(10)						L + 6.00%						6.75%						8/12/2027						94,500						92,464						92,341						0.72
BroadStreet Partners, Inc. (8)						L + 3.00%						3.10%						1/27/2027						7,919						7,917						7,831						0.06
Foundation Risk Partners Corp. (4)(7)(10)						L + 5.75%						6.50%						10/29/2028						97,144						95,523						95,418						0.74
Galway Borrower, LLC (4)(7)(10)						L + 5.25%						6.00%						9/24/2028						238,194						233,541						233,365						1.82
High Street Buyer, Inc. (4)(7)(10)						L + 6.00%						6.75%						4/14/2028						92,587						90,757						90,519						0.70
Howden Group Holdings Limited (6)(10)						L + 3.25%						4.00%						11/12/2027						14,040						14,011						14,001						0.11
HUB International Limited (10)						L + 3.25%						4.00%						4/25/2025						12,595						12,576						12,610						0.10
HUB International Limited (8)						L + 2.75%						2.87%						4/25/2025						2,969						2,970						2,939						0.02
Integrity Marketing Acquisition, LLC (4)(7)(10)						L + 5.50%						6.25%						8/27/2025						36,854						35,775						36,165						0.28
Integrity Marketing Acquisition, LLC (4)(11)						L + 5.75%						6.75%						8/27/2025						39,758						39,280						39,659						0.31
Jones Deslauriers Insurance Management, Inc. (6)(7)(10)						C + 4.25%						5.00%						3/28/2028						C$	81,932					63,941						64,639						0.50
NFP Corp. (8)						L + 3.25%						3.35%						2/15/2027						9,525						9,506						9,388						0.07
PGIS Intermediate Holdings, LLC (4)(7)(10)						L + 5.50%						6.25%						10/14/2028						64,080						62,478						62,505						0.49
RSC Acquisition, Inc. (4)(5)(6)(7)(10)						L + 5.50%						6.25%						10/30/2026						24,096						23,610						24,034						0.19
SG Acquisition, Inc. (4)(9)						L + 5.00%						5.50%						1/27/2027						100,946						100,383						100,694						0.78
Tennessee Bidco Limited (4)(5)(6)(7)(8)						S + 7.00%						7.05%						8/3/2028						£	77,545					102,899						101,517						0.79
Tennessee Bidco Limited (4)(6)(8)						L + 7.00%						7.15%						8/3/2028						194,958						189,838						189,110						1.47
																														1,329,987						1,329,568						10.33
Interactive Media & Services
Bungie, Inc. (4)(11)						L + 6.25%						7.25%						8/28/2024						2,500						2,500						2,500						0.02
Cengage Learning, Inc. (11)						L + 4.75%						5.75%						6/29/2026						18,953						18,758						19,028						0.15
MH Sub I, LLC (11)						L + 3.75%						4.75%						9/13/2024						34,088						34,142						34,201						0.27
Project Boost Purchaser, LLC (8)						L + 3.50%						3.60%						6/1/2026						990						990						990						0.01
Project Boost Purchaser, LLC (9)						L + 3.50%						4.00%						6/1/2026						10,468						10,442						10,481						0.08
SurveyMonkey, Inc. (6)(8)						L + 3.75%						3.86%						10/10/2025						6,829						6,823						6,804						0.05
																														73,656						74,005						0.58

46

---

Blackstone Private Credit Fund Consolidated Schedule of Investments December 31, 2021 (in thousands) (Unaudited)

Investments (1)						Reference Rate and Spread						Interest Rate (2)						Maturity Date						Par Amount/Units						Cost (3)						Fair Value						Percentage of Net Assets
First Lien Debt (continued)
Internet & Direct Marketing Retail
Donuts, Inc. (4)(11)						L + 6.00%						7.00%						12/29/2026						113,838						111,902						113,268						0.88
Prodege International Holdings, LLC (4)(7)(10)						L + 5.75%						6.50%						12/15/2027						491,000						479,825						479,737						3.73
Shutterfly, LLC (4)(10)						L + 5.00%						5.75%						9/25/2026						160,969						159,357						159,761						1.24
Wireless Vision, LLC (4)(11)						L + 5.50%						6.50%						12/30/2025						22,715						22,715						22,715						0.18
																														773,799						775,483						6.03
IT Services
Ahead DB Holdings, LLC (5)(10)						L + 3.75%						4.50%						10/18/2027						2,596						2,609						2,603						0.02
AI Altius Bidco, Inc. (4)(5)(6)(7)(10)						L + 5.50%						6.25%						12/1/2028						144,577						141,353						141,338						1.10
AI Altius Bidco, Inc. (4)(6)(7)(8)						9.75%						9.75%						12/1/2028						21,205						20,571						20,568						0.16
Dcert Buyer, Inc. (8)						L + 4.00%						4.10%						10/16/2026						13,244						13,263						13,236						0.10
Endurance International Group Holdings, Inc. (10)						L + 3.50%						4.25%						2/10/2028						31,555						31,393						31,333						0.24
Ensono Holdings, LLC (10)						L + 4.00%						4.75%						5/19/2028						41,033						40,949						41,054						0.32
Inovalon Holdings, Inc. (4)(7)(10)						L + 5.75%						6.50%						11/24/2028						931,793						907,468						907,254						7.06
Park Place Technologies, LLC (4)(11)						L + 5.00%						6.00%						11/10/2027						40,362						39,483						40,370						0.31
Razor Holdco, LLC (4)(10)						L + 5.75%						6.50%						10/25/2027						191,200						187,495						187,376						1.46
Red River Technology, LLC (4)(7)(11)						L + 6.00%						7.00%						5/26/2027						150,822						148,448						145,920						1.14
Sabre GLBL, Inc. (6)(9)						L + 3.50%						4.00%						12/17/2027						12,227						12,197						12,089						0.09
TierPoint, LLC (10)						L + 3.75%						4.50%						5/6/2026						19,767						19,658						19,800						0.15
Turing Holdco, Inc. (4)(6)(7)(8)						L + 6.00%						6.13%						8/3/2028						28,975						30,407						30,009						0.23
Virtusa Corp. (10)						L + 3.75%						4.50%						2/11/2028						19,367						19,370						19,452						0.15
																														1,614,663						1,612,403						12.53
Leisure Products
Alterra Mountain Company (9)						L + 3.50%						4.00%						8/17/2028						4,988						5,003						4,988						0.04
Lew's Intermediate Holdings, LLC (4)(10)						L + 5.00%						5.75%						1/26/2028						26,202						25,972						26,136						0.20
Lucky Bucks, LLC (6)(10)						L + 5.50%						6.25%						7/21/2027						58,000						56,906						57,130						0.44
Recess Holdings, Inc. (11)						L + 3.75%						4.75%						9/30/2024						19,824						19,800						19,768						0.15
																														107,681						108,022						0.83
Life Sciences Tools & Services
Cambrex Corp. (10)						L + 3.50%						4.25%						12/4/2026						15,136						15,199						15,169						0.12
Curia Global, Inc. (10)						L + 3.75%						4.50%						8/30/2026						32,868						32,900						32,950						0.26
LSCS Holdings, Inc. (9)						L + 4.50%						5.00%						12/16/2028						15,748						15,664						15,772						0.12
Maravai Intermediate Holdings, LLC (6)(11)						L + 3.75%						4.75%						10/19/2027						1,978						2,000						1,989						0.02
Packaging Coordinators Midco, Inc. (10)						L + 3.75%						4.50%						11/30/2027						10,694						10,683						10,707						0.08
																														76,446						76,588						0.60

47

---

Blackstone Private Credit Fund Consolidated Schedule of Investments December 31, 2021 (in thousands) (Unaudited)

Investments (1)						Reference Rate and Spread						Interest Rate (2)						Maturity Date						Par Amount/Units						Cost (3)						Fair Value						Percentage of Net Assets
First Lien Debt (continued)
Machinery
Apex Tool Group, LLC (12)						L + 5.50%						6.75%						8/1/2024						70,120						70,206						68,987						0.54
ASP Blade Holdings, Inc. (9)						L + 4.00%						4.50%						10/13/2028						5,000						4,973						5,006						0.04
MHE Intermediate Holdings, LLC (4)(5)(7)(11)						L + 5.75%						6.75%						7/21/2027						9,912						9,709						9,700						0.08
Phoenix Services Merger Sub, LLC (11)						L + 3.75%						4.75%						3/1/2025						5,938						5,917						5,907						0.05
Pro Mach Group, Inc. (7)(11)						L + 4.00%						5.00%						8/31/2028						16,527						16,505						16,614						0.13
																														107,311						106,214						0.84
Marine
Armada Parent, Inc. (4)(7)(10)						L + 5.75%						6.50%						10/29/2027						227,250						222,139						221,985						1.73
Media
Altice Financing S.A. (5)(6)(8)						5.75%						5.75%						8/15/2029						994						1,004						986						0.01
Digital Media Solutions, LLC (6)(10)						L + 5.00%						5.75%						5/24/2026						32,818						32,093						32,633						0.25
McGraw-Hill Education, Inc. (9)						L + 4.75%						5.25%						7/28/2028						28,790						28,514						28,704						0.22
Radiate Holdco, LLC (10)						L + 3.25%						4.00%						9/25/2026						27,000						26,934						26,944						0.21
Terrier Media Buyer, Inc. (8)						L + 3.50%						3.60%						12/17/2026						4,697						4,697						4,681						0.04
Univision Communications, Inc. (10)						L + 3.25%						4.00%						3/15/2026						14,860						14,838						14,912						0.12
																														108,079						108,860						0.85
Metals & Mining
American Rock Salt Company, LLC (10)						L + 4.00%						4.75%						6/4/2028						20,895						20,877						20,869						0.16
SCIH Salt Holdings, Inc. (10)						L + 4.00%						4.75%						3/16/2027						29,854						29,802						29,612						0.23
																														50,679						50,481						0.39
Oil, Gas & Consumable Fuels
Eagle Midstream Canada Finance, Inc. (4)(6)(13)						L + 6.25%						7.75%						11/26/2024						36,013						35,593						36,013						0.28
Freeport LNG Investments, LLLP (9)						L + 3.50%						4.00%						12/21/2028						4,230						4,190						4,195						0.03
Lucid Energy Group II Borrower, LLC (6)(10)						L + 4.25%						5.00%						11/24/2028						14,988						14,839						14,830						0.12
																														54,622						55,038						0.43
Paper & Forest Products
Profile Products, LLC (4)(7)(10)						L + 5.50%						6.25%						11/12/2027						115,420						112,583						112,517						0.88
Pharmaceuticals
ANI Pharmaceuticals, Inc. (6)(10)						L + 6.00%						6.75%						4/27/2028						38,680						37,831						38,857						0.30
Jazz Pharmaceuticals, Inc. (6)(9)						L + 3.50%						4.00%						4/21/2028						5,985						5,957						6,015						0.05
Sharp Midco, LLC (4)(9)						L + 4.00%						4.50%						12/14/2028						5,323						5,309						5,329						0.04
																														49,097						50,201						0.39

48

---

Blackstone Private Credit Fund Consolidated Schedule of Investments December 31, 2021 (in thousands) (Unaudited)

Investments (1)						Reference Rate and Spread						Interest Rate (2)						Maturity Date						Par Amount/Units						Cost (3)						Fair Value						Percentage of Net Assets
First Lien Debt (continued)
Professional Services
ALKU, LLC (4)(10)						L + 5.25%						6.00%						3/1/2028						164,239						162,776						163,418						1.27
Aqgen Island Holdings, Inc. (9)						L + 3.50%						4.00%						5/20/2028						34,000						33,854						33,915						0.26
Armor Holdco, Inc. (6)(9)						L + 4.50%						5.00%						12/11/2028						3,636						3,600						3,653						0.03
Ascend Performance Materials Operations, LLC (10)						L + 4.75%						5.50%						8/27/2026						4,962						5,034						4,998						0.04
BMC Acquisition, Inc. (11)						L + 5.25%						6.25%						12/28/2024						4,717						4,704						4,699						0.04
BPPH2 Limited (4)(6)(8)						S + 6.75%						6.92%						3/2/2028						40,700						54,988						55,653						0.43
Camelot US Acquisition, LLC (5)(6)(11)						L + 3.00%						4.00%						10/30/2026						4,950						4,967						4,953						0.04
Cast & Crew Payroll, LLC (8)						L + 3.50%						3.60%						2/9/2026						1,985						1,965						1,987						0.02
Cast & Crew Payroll, LLC (9)						L + 3.75%						4.25%						12/9/2028						5,000						4,988						5,009						0.04
CFGI Holdings, LLC (4)(6)(7)(10)						L + 5.25%						6.00%						11/1/2027						145,825						142,379						142,282						1.11
Claims Automation Intermediate 2, LLC (4)(7)(10)						L + 4.75%						5.50%						12/16/2027						45,833						43,702						43,686						0.34
Clearview Buyer, Inc. (4)(7)(10)						L + 5.25%						6.00%						8/26/2027						156,053						152,720						152,520						1.19
Deerfield Dakota Holding, LLC (11)						L + 3.75%						4.75%						4/9/2027						21,998						22,078						22,051						0.17
Emerald US, Inc. (6)(8)						L + 3.25%						3.47%						7/12/2028						3,929						3,925						3,912						0.03
Guidehouse LLP (4)(7)(10)						L + 5.50%						6.25%						10/16/2028						1,210,823						1,199,067						1,198,715						9.33
HIG Orca Acquisition Holdings, Inc. (4)(7)(11)						L + 6.00%						7.00%						8/17/2027						100,569						98,500						98,282						0.76
IG Investments Holdings, LLC (4)(7)(10)						L + 6.00%						6.75%						9/22/2028						596,565						584,680						592,797						4.61
Inmar, Inc. (11)						L + 4.00%						5.00%						5/1/2024						16,004						15,992						16,012						0.12
Kaufman Hall & Associates, LLC (4)(7)(10)						L + 5.50%						6.25%						12/14/2028						78,000						76,254						76,242						0.59
Kwor Acquisition, Inc. (4)(7)(10)						L + 5.25%						6.00%						12/22/2028						89,024						87,530						87,524						0.68
Material Holdings, LLC (4)(7)(10)						L + 5.75%						6.50%						8/19/2027						246,741						241,860						241,539						1.88
Minotaur Acquisition, Inc. (8)						L + 4.75%						4.85%						3/27/2026						18,566						18,560						18,496						0.14
National Intergovernmental Purchasing Alliance Co. (8)						L + 3.50%						3.72%						5/23/2025						5,032						5,010						5,009						0.04
Sherlock Buyer Corp. (4)(7)(8)						L + 5.75%						5.75%						12/8/2028						34,551						33,668						33,660						0.26
Trans Union, LLC (9)						L + 2.25%						2.75%						12/1/2028						8,119						8,098						8,108						0.06
Trinity Air Consultants Holdings Corp. (4)(7)(10)						L + 5.25%						6.00%						6/29/2027						147,943						144,779						144,486						1.12
Trinity Partners Holdings, LLC (4)(7)(10)						L + 5.75%						6.50%						12/21/2028						367,966						359,553						359,517						2.80
VT Topco, Inc. (7)(10)						L + 3.75%						4.50%						8/1/2025						14,552						14,469						14,556						0.11
West Monroe Partners, LLC (4)(7)(10)						L + 5.50%						6.25%						11/8/2028						735,429						721,023						720,229						5.60
																														4,250,725						4,257,909						33.11
Real Estate Management & Development
Cumming Group, Inc. (4)(7)(11)						L + 5.75%						6.75%						5/26/2027						135,721						132,398						135,243						1.05
McCarthy & Stone PLC (5)(6)(8)						7.00%						7.00%						12/16/2025						£	20,000					28,004						26,936						0.21
Progress Residential PM Holdings, LLC (4)(7)(10)						L + 6.25%						7.00%						2/16/2028						70,324						68,756						71,027						0.55
																														229,158						233,206						1.81
Road & Rail
Gruden Acquisition, Inc. (4)(7)(11)						L + 5.25%						6.25%						7/1/2028						78,593						76,447						76,286						0.59

49

---

Blackstone Private Credit Fund Consolidated Schedule of Investments December 31, 2021 (in thousands) (Unaudited)

Investments (1)						Reference Rate and Spread						Interest Rate (2)						Maturity Date						Par Amount/Units						Cost (3)						Fair Value						Percentage of Net Assets
First Lien Debt (continued)
Software
2U, Inc. (6)(10)						L + 5.75%						6.50%						11/30/2024						76,224						75,188						76,033						0.59
Apex Group Treasury, LLC (6)(9)						L + 3.75%						4.25%						7/27/2028						18,393						18,341						18,387						0.14
Apttus Corp. (10)						L + 4.25%						5.00%						4/27/2028						13,467						13,475						13,517						0.11
AxiomSL Group, Inc. (4)(7)(11)						L + 6.00%						7.00%						12/3/2027						79,013						77,385						77,203						0.60
Belfor Holdings, Inc. (4)(8)						L + 3.75%						3.85%						4/6/2026						4,962						4,980						4,974						0.04
Boxer Parent Company, Inc. (8)						L + 3.75%						3.97%						10/2/2025						11,997						11,996						11,937						0.09
Brave Parent Holdings, Inc. (8)						L + 4.00%						4.10%						4/18/2025						2,977						2,978						2,976						0.02
Byjus Alpha, Inc. (6)(10)						L + 5.50%						6.25%						11/5/2026						50,000						49,229						50,729						0.39
Cloudera, Inc. (9)						L + 3.75%						4.25%						8/9/2028						23,556						23,328						23,523						0.18
Connatix Buyer, Inc. (4)(7)(10)						L + 5.50%						6.25%						7/14/2027						113,154						110,466						110,238						0.86
CoreLogic, Inc. (9)						L + 3.50%						4.00%						6/2/2028						14,529						14,480						14,536						0.11
Cornerstone OnDemand, Inc. (9)						L + 3.75%						4.25%						10/16/2028						9,836						9,788						9,820						0.08
Delta Topco, Inc. (10)						L + 3.75%						4.50%						12/1/2027						22,388						22,475						22,440						0.17
Diligent Corporation (4)(11)						L + 5.75%						6.75%						8/4/2025						89,325						88,292						88,655						0.69
ECI Macola Max Holding, LLC (6)(10)						L + 3.75%						4.50%						11/9/2027						30,011						30,072						30,063						0.23
EP Purchaser, LLC (9)						L + 3.50%						4.00%						11/6/2028						6,947						6,918						6,959						0.05
Epicor Software Corp. (10)						L + 3.25%						4.00%						7/30/2027						9,037						9,060						9,041						0.07
Episerver, Inc. (4)(7)(11)						L + 5.50%						6.50%						4/9/2026						25,356						24,884						24,765						0.19
Experity, Inc. (4)(7)(10)						L + 5.50%						6.25%						7/22/2027						76,743						75,165						75,038						0.58
Flexera Software, LLC (10)						L + 3.75%						4.50%						1/26/2028						16,393						16,426						16,425						0.13
GI Consilio Parent, LLC (7)(9)						L + 4.00%						4.50%						4/30/2028						19,192						18,478						19,016						0.15
Gigamon Inc. (10)						L + 3.75%						4.50%						12/27/2024						22,565						22,603						22,610						0.18
GovernmentJobs.com, Inc. (4)(6)(7)(10)						L + 5.50%						6.25%						12/1/2028						145,966						142,065						142,025						1.10
GraphPAD Software, LLC (4)(7)(11)						L + 5.50%						6.50%						4/27/2027						35,804						35,270						35,318						0.27
Greeneden U.S. Holdings II, LLC (10)						L + 4.00%						4.75%						12/1/2027						34,775						34,908						34,938						0.27
HS Purchaser, LLC (10)						L + 4.00%						4.75%						11/19/2026						30,955						30,988						30,909						0.24
Hyland Software, Inc. (10)						L + 3.50%						4.25%						7/1/2024						23,314						23,362						23,431						0.18
Idera, Inc. (10)						L + 3.75%						4.50%						2/4/2028						41,607						41,506						41,626						0.32
Imperva, Inc. (11)						L + 4.00%						5.00%						1/12/2026						19,317						19,404						19,316						0.15
Imprivata, Inc. (9)						L + 3.50%						4.00%						12/1/2027						3,980						3,992						3,982						0.03
ION Trading Finance Ltd. (6)(8)						L + 4.75%						4.97%						3/26/2028						18,310						18,305						18,381						0.14
Ivanti Software, Inc. (10)						L + 4.00%						4.75%						12/1/2027						3,993						3,985						3,979						0.03
Ivanti Software, Inc. (11)						L + 4.75%						5.75%						12/1/2027						14,357						14,328						14,397						0.11
LD Lower Holdings, Inc. (4)(7)(11)						L + 6.50%						7.50%						2/8/2026						118,976						116,974						117,786						0.92
MA FinanceCom, LLC (6)(11)						L + 4.25%						5.25%						6/5/2025						4,936						4,999						5,013						0.04

50

---

Blackstone Private Credit Fund Consolidated Schedule of Investments December 31, 2021 (in thousands) (Unaudited)

Investments (1)						Reference Rate and Spread						Interest Rate (2)						Maturity Date						Par Amount/Units						Cost (3)						Fair Value						Percentage of Net Assets
First Lien Debt (continued)
Software (continued)
Mandolin Technology Intermediate Holdings, Inc. (4)(7)(9)						L + 3.75%						4.25%						7/6/2028						78,300						77,094						77,018						0.60
Maverick Acquisition, Inc. (4)(5)(7)(11)						L + 6.00%						7.00%						6/1/2027						49,180						48,049						48,526						0.38
Maverick Acquisition, Inc. (5)(10)						L + 3.75%						4.50%						4/28/2028						17,000						16,922						17,032						0.13
Medallia, Inc. (4)(6)(10)						L + 6.75% PIK						7.50%						10/29/2028						677,068						663,808						663,527						5.16
Mic Glen, LLC (9)						L + 3.50%						4.00%						7/21/2028						4,011						3,991						3,990						0.03
Mobileum, Inc. (4)(11)						L + 4.75%						5.75%						8/12/2024						48,574						48,059						48,387						0.38
Monk Holding Co. (4)(7)(10)						L + 5.75%						6.50%						12/1/2027						92,268						89,502						89,533						0.70
MRI Software, LLC (7)(11)						L + 5.50%						6.50%						2/10/2026						13,261						13,185						13,244						0.10
Nintex Topco Limited (4)(6)(10)						L + 5.75%						6.50%						11/13/2028						655,025						642,181						641,925						4.99
Paya Holdings III, LLC (4)(5)(6)(7)(10)						L + 3.25%						4.00%						6/16/2028						9,476						9,314						9,433						0.07
Perforce Software, Inc. (8)						L + 3.75%						3.85%						7/1/2026						11,681						11,674						11,608						0.09
Project Alpha Intermediate Holding, Inc. (8)						L + 4.00%						4.11%						4/26/2024						23,781						23,846						23,848						0.19
Project Leopard Holdings, Inc. (11)						L + 4.75%						5.75%						7/7/2024						25,787						25,843						25,851						0.20
Quest Software US Holdings, Inc. (6)(8)						L + 4.25%						4.38%						5/16/2025						26,966						26,950						26,976						0.21
Relativity ODA, LLC (4)(7)(11)						L + 7.50% PIK						8.50%						5/12/2027						44,197						43,150						43,460						0.34
Rocket Software, Inc. (8)						L + 4.25%						4.35%						11/28/2025						14,840						14,864						14,780						0.11
Rocket Software, Inc. (9)						L + 4.25%						4.75%						11/28/2025						8,292						8,106						8,293						0.06
S2P Acquisition Borrower, Inc. (6)(8)						L + 4.00%						4.10%						8/14/2026						2,970						2,979						2,971						0.02
Sovos Compliance, LLC (6)(7)(9)						L + 4.50%						5.00%						7/29/2028						12,567						12,537						12,623						0.10
SpecialtyCare, Inc. (4)(7)(11)						L + 5.75%						6.75%						6/18/2028						69,276						67,114						67,858						0.53
Spitfire Parent, Inc. (4)(7)(11)						L + 5.50%						6.50%						3/11/2027						106,399						104,361						105,197						0.82
Spitfire Parent, Inc. (4)(11)						L + 5.50%						6.50%						3/11/2027						€	19,403					23,040						21,844						0.17
Stamps.com, Inc. (4)(10)						L + 5.75%						6.50%						10/5/2028						860,712						844,090						843,498						6.56
Stamps.com, Inc. (4)(10)						L + 5.75%						6.50%						10/5/2028						10,123						9,922						9,921						0.08
Surf Holdings, LLC (6)(8)						L + 3.50%						3.69%						3/5/2027						6,445						6,449						6,404						0.05
Tegra118 Wealth Solutions, Inc. (8)						L + 4.00%						4.16%						2/18/2027						3,960						3,986						3,967						0.03
The NPD Group L.P. (4)(6)(7)(10)						L + 6.00%						6.75%						12/1/2028						694,734						678,130						677,922						5.27
The Ultimate Software Group, Inc. (9)						L + 3.25%						3.75%						5/4/2026						26,777						26,777						26,682						0.21
Triple Lift, Inc. (4)(7)(10)						L + 5.75%						6.50%						5/6/2028						90,545						88,645						89,354						0.70
University Support Services, LLC (9)						L + 3.25%						3.75%						7/17/2025						10,000						9,950						9,972						0.08
Veritas US, Inc. (6)(11)						L + 5.00%						6.00%						9/1/2025						21,534						21,699						21,561						0.17
Virgin Pulse, Inc. (10)						L + 4.00%						4.75%						4/6/2028						42,447						42,066						41,987						0.33
Vision Solutions, Inc. (10)						L + 4.00%						4.75%						3/4/2028						36,178						36,013						36,178						0.28
																														4,960,390						4,965,354						38.59

51

---

Blackstone Private Credit Fund Consolidated Schedule of Investments December 31, 2021 (in thousands) (Unaudited)

Investments (1)						Reference Rate and Spread						Interest Rate (2)						Maturity Date						Par Amount/Units						Cost (3)						Fair Value						Percentage of Net Assets
First Lien Debt (continued)
Specialty Retail
CustomInk, LLC (4)(11)						L + 6.21%						7.21%						5/3/2026						36,866						36,233						36,405						0.28
EG America, LLC (6)(9)						L + 4.25%						4.75%						3/10/2026						14,993						14,919						15,115						0.12
Petco Health & Wellness Co, Inc. (10)						L + 3.25%						4.00%						2/24/2028						4,899						4,887						4,899						0.04
PetSmart, Inc. (5)(10)						L + 3.75%						4.50%						2/11/2028						3,287						3,258						3,296						0.03
Runner Buyer, Inc. (10)						L + 5.50%						6.25%						10/20/2028						80,000						78,419						79,200						0.62
																														137,715						138,916						1.09
Technology Hardware, Storage & Peripherals
Deliver Buyer, Inc. (8)						L + 5.00%						5.13%						5/1/2024						14,955						14,918						15,001						0.12
Lytx, Inc. (4)(11)						L + 6.75%						7.75%						2/28/2026						46,363						46,453						46,132						0.36
																														61,370						61,133						0.48
Textiles, Apparel & Luxury Goods
Mad Engine Global, LLC (11)						L + 7.00%						8.00%						6/30/2027						26,831						26,204						26,429						0.21
S&S Holdings, LLC (9)						L + 5.00%						5.50%						3/4/2028						6,507						6,335						6,517						0.05
																														32,540						32,946						0.26
Trading Companies & Distributors
Foundation Building Materials, Inc. (9)						L + 3.25%						3.75%						2/3/2028						4,975						4,956						4,947						0.04
LBM Acquisition, LLC (10)						L + 3.75%						4.50%						12/17/2027						34,953						34,839						34,694						0.27
Park River Holdings, Inc. (10)						L + 3.25%						4.00%						12/28/2027						35,482						34,625						35,205						0.27
Porcelain Acquisition Corp. (4)(7)(11)						L + 6.00%						7.00%						4/30/2027						71,334						68,594						68,732						0.53
Specialty Building Products Holdings, LLC (6)(9)						L + 3.75%						4.25%						10/15/2028						10,263						10,213						10,254						0.08
SRS Distribution, Inc. (9)						L + 3.75%						4.25%						6/4/2028						28,159						28,044						28,137						0.22
The Cook & Boardman Group, LLC (11)						L + 5.75%						6.75%						10/17/2025						68,817						67,235						67,131						0.52
																														248,506						249,099						1.93
Transportation Infrastructure
AIT Worldwide Logistics Holdings, Inc. (10)						L + 4.75%						5.50%						3/31/2028						48,956						48,202						49,018						0.38
Atlas CC Acquisition Corp. (7)(10)						L + 4.25%						5.00%						4/28/2028						47,568						45,497						47,581						0.37
Capstone Logistics, LLC (7)(11)						L + 4.75%						5.75%						11/12/2027						22,459						22,524						22,511						0.18
First Student Bidco, Inc. (6)(9)						L + 3.00%						3.50%						7/21/2028						5,000						4,976						4,985						0.04
Frontline Road Safety, LLC (4)(7)(10)						L + 5.75%						6.50%						5/3/2027						136,605						134,176						131,482						1.02
Helix TS, LLC (4)(7)(10)						L + 5.75%						6.50%						8/4/2027						108,579						106,542						106,407						0.83
Liquid Tech Solutions Holdings, LLC (4)(10)						L + 4.75%						5.50%						3/19/2028						19,288						19,200						19,288						0.15
Roadsafe Holdings, Inc. (4)(7)(11)						L + 5.75%						6.75%						10/19/2027						90,519						88,772						89,465						0.70
Safety Borrower Holdings LP (4)(7)(11)						L + 5.75%						6.75%						9/1/2027						37,754						37,326						37,301						0.29
Sam Holding Co, Inc. (4)(7)(11)						L + 5.50%						6.50%						9/24/2027						153,220						149,468						149,290						1.16
Spireon, Inc. (4)(11)						L + 6.50%						7.50%						10/4/2024						42,624						42,624						42,624						0.33
TRP Infrastructure Services, LLC (4)(7)(11)						L + 5.50%						6.50%						7/9/2027						73,699						72,223						72,094						0.56
																														771,529						772,045						6.01

52

---

Blackstone Private Credit Fund Consolidated Schedule of Investments December 31, 2021 (in thousands) (Unaudited)

Investments (1)						Reference Rate and Spread						Interest Rate (2)						Maturity Date						Par Amount/Units						Cost (3)						Fair Value						Percentage of Net Assets
First Lien Debt (continued)
Wireless Telecommunication Services
CCI Buyer, Inc. (10)						L + 3.75%						4.50%						12/17/2027						28,831						28,965						28,898						0.22
Total First Lien Debt																														$	28,076,107					$	28,143,451					218.93		%
Second Lien Debt
Aerospace & Defense
Peraton Corp. (10)						L + 7.75%						8.50%						2/26/2029						$	50,000					$	49,310					$	50,813					0.40		%
Air Freight & Logistics
The Kenan Advantage Group, Inc. (4)(10)						L + 7.25%						8.00%						9/1/2027						33,015						32,355						32,974						0.26
Wwex Uni Topco Holdings, LLC (10)						L + 7.00%						7.75%						7/26/2029						33,000						32,544						33,144						0.26
																														64,898						66,118						0.52
Chemicals
NIC Acquisition Corp. (10)						L + 7.75%						8.50%						12/29/2028						31,500						31,081						31,106						0.24
Commercial Services & Supplies
DG Investment Intermediate Holdings 2, Inc. (10)						L + 6.75%						7.50%						3/18/2029						29,464						29,331						29,538						0.23
USIC Holdings, Inc. (5)(10)						L + 6.50%						7.25%						5/7/2029						6,042						5,984						6,104						0.05
																														35,314						35,641						0.28
Construction & Engineering
COP Home Services TopCo IV, Inc. (4)(11)						L + 8.75%						9.75%						12/31/2028						43,277						42,496						43,277						0.34
Thermostat Purchaser III, Inc. (4)(7)(10)						L + 7.25%						8.00%						8/24/2029						32,725						32,215						32,438						0.25
																														74,711						75,714						0.59
Diversified Consumer Services
Pre-Paid Legal Services, Inc. (9)						L + 7.00%						7.50%						12/7/2029						25,000						24,750						24,985						0.19
Health Care Providers & Services
Canadian Hospital Specialties Ltd. (4)(6)(8)						8.50%						8.50%						4/15/2029						C$	15,800					12,408						12,468						0.10
CD&R Artemis UK Bidco Ltd. (4)(6)(8)						S + 7.50%						7.50%						8/19/2029						£	80,340					101,796						100,908						0.78
Jayhawk Buyer, LLC (4)(11)						L + 8.75%						9.75%						10/15/2027						29,372						28,840						29,005						0.23
																														143,044						142,381						1.11
Industrial Conglomerates
Victory Buyer, LLC (4)(9)						L + 7.00%						7.50%						11/1/2029						71,576						70,905						70,860						0.55
Insurance
Jones Deslauriers Insurance Management, Inc. (6)(7)(9)						C + 7.50%						8.00%						3/26/2029						C$	30,259					23,498						24,296						0.19
IT Services
Dcert Buyer, Inc. (8)						L + 7.00%						7.10%						2/16/2029						44,277						44,381						44,462						0.35
Inovalon Holdings, Inc. (4)(5)(10)						L + 10.50% PIK						11.25%						11/24/2033						82,638						80,180						80,159						0.62
																														124,562						124,621						0.97

53

---

Blackstone Private Credit Fund Consolidated Schedule of Investments December 31, 2021 (in thousands) (Unaudited)

Investments (1)						Reference Rate and Spread						Interest Rate (2)						Maturity Date						Par Amount/Units						Cost (3)						Fair Value						Percentage of Net Assets
Second Lien Debt (continued)
Life Sciences Tools & Services
Curia Global, Inc. (4)(10)						L + 6.50%						7.25%						8/31/2029						83,824						82,217						82,147						0.64
LSCS Holdings, Inc. (9)						L + 8.00%						8.50%						11/30/2029						40,000						39,401						39,900						0.31
Phoenix Newco, Inc. (4)(9)						L + 6.50%						7.00%						11/15/2029						90,000						88,171						88,200						0.69
																														209,789						210,247						1.64
Pharmaceuticals
Sharp Midco, LLC (4)(5)(9)						L + 7.25%						7.75%						12/31/2029						31,500						30,713						30,713						0.24
Professional Services
Aqgen Island Holdings, Inc. (5)(9)						L + 6.50%						7.00%						5/4/2029						28,238						27,969						28,388						0.22
Deerfield Dakota Holding, LLC (10)						L + 6.75%						7.50%						4/7/2028						19,650						19,561						20,080						0.16
VT Topco, Inc. (4)(10)						L + 6.75%						7.50%						7/31/2026						25,000						24,827						25,125						0.20
																														72,358						73,593						0.58
Software
Apex Group Treasury, LLC (4)(6)(9)						L + 6.75%						7.25%						7/27/2029						20,000						19,809						20,300						0.16
Celestial Saturn Parent, Inc. (9)						L + 6.50%						7.00%						4/13/2029						113,488						112,432						114,837						0.89
Cloudera, Inc. (9)						L + 6.00%						6.50%						8/9/2029						58,000						57,714						58,145						0.45
HS Purchaser, LLC (10)						L + 6.75%						7.50%						11/19/2027						71,000						71,128						71,030						0.55
Idera, Inc. (4)(10)						L + 6.75%						7.50%						2/4/2029						30,331						30,229						30,407						0.24
Mandolin Technology Intermediate Holdings, Inc. (4)(9)						L + 6.50%						7.00%						7/6/2029						31,950						31,529						31,471						0.24
Maverick Acquisition, Inc. (4)(10)						L + 6.75%						7.50%						4/28/2029						17,000						16,922						17,085						0.13
Mic Glen, LLC (9)						L + 6.75%						7.25%						6/22/2029						19,000						18,941						19,079						0.15
Proofpoint, Inc. (5)(9)						L + 6.25%						6.75%						6/8/2029						95,000						94,541						96,306						0.75
Quest Software US Holdings, Inc. (5)(6)(8)						L + 8.25%						8.38%						5/18/2026						11,098						11,103						11,113						0.09
Symphony Technology Group (10)						L + 8.25%						9.00%						5/3/2029						81,667						80,397						81,335						0.63
Virgin Pulse, Inc. (4)(10)						L + 7.25%						8.00%						3/30/2029						29,000						28,835						28,746						0.22
Vision Solutions, Inc. (5)(10)						L + 7.25%						8.00%						3/4/2029						107,950						107,130						108,119						0.84
																														680,709						687,973						5.34
Trading Companies & Distributors
Icebox Holdco III, Inc. (9)						L + 6.75%						7.25%						12/16/2029						22,500						22,275						22,599						0.18
Transportation Infrastructure
Atlas CC Acquisition Corp. (4)(5)(10)						L + 7.63%						8.38%						5/25/2029						44,520						43,903						43,852						0.34
Drive Chassis Holdco, LLC (8)						L + 6.75%						6.87%						4/10/2026						97,751						97,837						98,362						0.77
																														141,740						142,214						1.11
Total Second Lien Debt																														$	1,799,656					$	1,813,872					14.11		%

54

---

Blackstone Private Credit Fund Consolidated Schedule of Investments December 31, 2021 (in thousands) (Unaudited)

Investments (1)						Reference Rate and Spread						Interest Rate (2)						Maturity Date						Par Amount/Units						Cost (3)						Fair Value						Percentage of Net Assets
Structured Finance Obligations
522 Funding CLO 2020-6, Ltd. (4)(5)(6)(8)						L + 6.50%						6.50%						10/23/2034						$	3,000					$	3,000					$	2,971					0.02		%
AIMCO CLO Series 2015-A (5)(6)(8)						L + 6.60%						6.72%						10/17/2034						7,450						7,450						7,441						0.06
Apidos CLO XXXIII (5)(6)(8)						L + 6.35%						6.57%						10/24/2034						5,000						4,951						4,972						0.04
Apidos CLO XXXVI, LLC (4)(5)(6)(8)						L + 5.95%						6.14%						7/20/2034						8,500						8,500						8,424						0.07
Ares LXI CLO, Ltd. (4)(5)(6)(8)						L + 6.25%						6.47%						10/20/2034						7,750						7,750						7,749						0.06
Ares LXII CLO, Ltd. (4)(5)(6)(8)						L + 6.50%						6.50%						1/25/2034						9,000						9,000						8,998						0.07
Ares XXVII CLO, Ltd. (5)(6)(8)						L + 6.75%						6.88%						10/20/2034						7,000						6,931						6,964						0.05
Balboa Bay Loan Funding 2021-2, Ltd. (4)(5)(6)(8)						L + 6.60%						6.77%						1/20/2035						7,000						6,930						6,965						0.05
Barings CLO, Ltd. (4)(5)(6)(8)						L + 6.25%						6.41%						7/15/2034						6,000						6,000						5,999						0.05
Barings CLO, Ltd. (4)(5)(6)(8)						L + 6.65%						6.65%						1/18/2035						7,200						7,200						7,200						0.06
Benefit Street Partners CLO XXI (4)(5)(6)(8)						L + 6.75%						6.92%						7/15/2034						9,500						9,469						9,411						0.07
Carlyle US CLO 2020-1, Ltd. (4)(5)(6)(8)						L + 6.25%						6.38%						7/20/2034						7,000						7,000						6,859						0.05
Carval CLO V-C, LTD. (4)(5)(6)(8)						L + 6.75%						6.75%						10/15/2034						8,000						7,920						7,920						0.06
CIFC Funding 2019-III, Ltd. (4)(5)(6)(8)						L + 6.80%						6.98%						10/16/2034						8,000						8,000						7,991						0.06
Dryden 95 CLO, Ltd. (4)(5)(6)(8)						L + 6.15%						6.35%						8/20/2034						8,000						8,000						7,955						0.06
Elmwood CLO III, Ltd. (4)(5)(6)(8)						L + 6.50%						6.62%						10/20/2034						3,500						3,500						3,481						0.03
Elmwood CLO VI, Ltd. (5)(6)(8)						L + 6.50%						6.62%						10/20/2034						4,000						4,000						3,978						0.03
Flatiron RR CLO 22, LLC (5)(6)(8)						L + 6.20%						6.34%						10/15/2034						5,000						5,000						4,957						0.04
Fort Washington CLO 2021-2, Ltd. (4)(5)(6)(8)						L + 6.61%						6.81%						10/20/2034						12,000						11,883						11,808						0.09
Galaxy XXV CLO, Ltd. (4)(5)(6)(8)						L + 5.95%						6.16%						10/25/2031						4,000						3,943						3,966						0.03
Goldentree Loan Management US Clo 8 Ltd. (4)(5)(6)(8)						L + 6.15%						6.32%						10/20/2034						6,200						6,200						6,122						0.05
Gulf Stream Meridian 5, Ltd. (4)(5)(6)(8)						L + 6.33%						6.45%						7/15/2034						3,500						3,487						3,475						0.03
Halseypoint Clo 5, Ltd. (4)(5)(6)(8)						L + 6.95%						6.95%						1/30/2035						9,500						9,310						9,310						0.07
Jamestown CLO XIV, Ltd. (5)(6)(8)						L + 7.20%						7.33%						10/20/2034						10,000						9,802						9,851						0.08
Kayne CLO III, Ltd. (4)(5)(6)(8)						L + 6.50%						6.62%						4/15/2032						5,000						5,009						4,998						0.04
Morgan Stanley Eaton Vance Clo 2021-1, Ltd. (5)(6)(8)						L + 6.75%						6.90%						10/20/2034						6,500						6,500						6,493						0.05
Neuberger Berman Loan Advisers CLO 38, Ltd. (5)(6)(8)						L + 6.25%						6.38%						10/20/2035						11,000						11,000						10,906						0.08
OCP CLO 2021-22, Ltd. (4)(5)(6)(8)						L + 6.60%						6.77%						12/2/2034						7,500						7,500						7,500						0.06
Octagon Investment Partners 41, Ltd. (5)(6)(8)						L + 7.13%						7.25%						10/15/2033						5,000						4,976						4,988						0.04
Palmer Square CLO 2019-1, Ltd. (4)(5)(6)(8)						L + 6.50%						6.50%						11/14/2034						12,000						12,000						12,000						0.09
Post CLO 2021-1, Ltd. (4)(5)(6)(8)						L + 6.45%						6.65%						10/15/2034						6,000						6,000						6,000						0.05
PPM CLO 2, Ltd. (4)(5)(6)(8)						L + 6.55%						6.67%						4/16/2032						5,000						5,008						4,976						0.04
PPM CLO 4, Ltd. (5)(6)(8)						L + 6.50%						6.62%						10/18/2034						8,775						8,775						8,753						0.07
PPM CLO 5, Ltd. (5)(6)(8)						L + 6.50%						6.63%						10/18/2034						4,800						4,800						4,788						0.04
Rad CLO 14, Ltd. (4)(5)(6)(8)						L + 6.50%						6.50%						1/15/2035						6,750						6,750						6,750						0.05

55

---

Blackstone Private Credit Fund Consolidated Schedule of Investments December 31, 2021 (in thousands) (Unaudited)

Investments (1)						Reference Rate and Spread						Interest Rate (2)						Maturity Date						Par Amount/Units						Cost (3)						Fair Value						Percentage of Net Assets
Structured Finance Obligations (continued)
Rockford Tower CLO 2021-3, Ltd. (5)(6)(8)						L + 6.72%						6.85%						10/20/2034						4,000						3,941						3,942						0.03
RR 19, Ltd. (5)(6)(8)						L + 6.50%						6.65%						10/15/2035						3,000						3,000						2,985						0.02
Sound Point CLO XXVII, Ltd. (4)(5)(6)(8)						L + 6.56%						6.69%						10/25/2034						6,900						6,764						6,672						0.05
Trestles Clo IV, Ltd. (4)(5)(6)(8)						L + 6.25%						6.40%						7/21/2034						8,000						8,000						8,000						0.06
Vibrant CLO XII, Ltd. (4)(5)(6)(8)						L + 7.11%						7.33%						1/20/2034						2,875						2,849						2,847						0.02
Vibrant CLO XIII, Ltd. (4)(5)(6)(8)						L + 7.06%						7.23%						7/15/2034						6,250						6,190						6,202						0.05
Voya CLO 2019-4, Ltd. (4)(5)(6)(8)						L + 6.71%						6.71%						1/15/2035						8,250						8,085						8,085						0.06
Voya CLO 2020-2, Ltd. (4)(5)(6)(8)						L + 6.40%						6.52%						7/19/2034						5,000						4,901						4,959						0.04
Total Structured Finance Obligations																														$	287,275					$	286,610					2.23		%
Unsecured Debt
IT Services
Endurance International Group Holdings, Inc. (5)(8)						6.00%						6.00%						2/15/2029						$	6,272					$	6,061					$	5,842					0.05		%
Total Unsecured Debt																														$	6,061					$	5,842					0.05		%
Equity
Aerospace & Defense
Corfin Holdco, Inc. - Common Stock (4)																								52,143						$	125					$	233					0.00		%
Loar Acquisition 13, LLC - Common Units (4)																								2,890,586						4,336						4,885						0.04
																														4,461						5,118						0.04
Air Freight & Logistics
AGI Group Holdings LP - A2 Units (4)																								1,674						1,674						1,802						0.01
Mode Holdings, L.P. - Class A-2 Common Units (4)																								1,076,923						1,077						1,938						0.02
																														2,751						3,741						0.03
Distributors
Box Co-Invest Blocker, LLC (4)																								3,308,320						3,308						3,308						0.03
Diversified Consumer Services
Cambium Holdings, LLC - Senior Preferred Interests (4)																								29,194,330						28,735						33,787						0.26
Deneb Ultimate Topco, LLC - Class A Units (4)																								4,060						4,060						4,060						0.03
																														32,795						37,846						0.29
Diversified Telecommunication Services
Point Broadband Holdings, LLC - Class A Units (4)																								12,870						10,915						10,915						0.08
Point Broadband Holdings, LLC - Class B Units (4)																								685,760						1,955						1,954						0.02
																														12,870						12,869						0.10
Health Care Equipment & Supplies
GCX Corporation Group Holdings, L.P. - Class A-2 Units (4)																								4,500						4,500						4,500						0.04

56

---

Blackstone Private Credit Fund Consolidated Schedule of Investments December 31, 2021 (in thousands) (Unaudited)

Investments (1)						Reference Rate and Spread						Interest Rate (2)						Maturity Date						Par Amount/Units						Cost (3)						Fair Value						Percentage of Net Assets
Equity (continued)
Health Care Providers & Services
CD&R Artemis Holdco 2 Limited - Preferred Shares (4)(6)																								33,000,000						43,662						44,916						0.35
CD&R Ulysses Equity Holdings, L.P. - Common Shares (4)(6)																								6,000,000						6,090						6,120						0.05
Jayhawk Holdings, LP - A-1 Common Units (4)																								12,472						2,220						3,279						0.03
Jayhawk Holdings, LP - A-2 Common Units (4)																								6,716						1,195						1,766						0.01
																														53,167						56,080						0.44
IT Services
NC Ocala Co-Invest Beta, L.P. - LP Interest (4)																								25,687,196						25,687						25,687						0.20
Professional Services
Guidehouse Holding Corp. - Preferred Equity (4)																								54,010						52,935						55,230						0.43
OHCP V TC COI, LP. - LP Interest (4)																								6,500,000						6,500						6,500						0.05
																														59,435						61,730						0.48
Software
Connatix Parent, LLC - Class L Common Units (4)																								126,136						1,388						1,388						0.01
Lobos Parent, Inc. - Series A Preferred Shares (4)(6)																								45,090						43,963						44,327						0.34
Mandolin Technology Holdings, Inc. - Series A Preferred Shares (4)																								31,950,000						30,992						32,417						0.25
																														76,342						78,131						0.60
Transportation Infrastructure
Atlas Intermediate Holding LLC - Preferred Interest (4)																								34,238						33,725						35,950						0.28
Frontline Road Safety Investments, LLC - Class A Common Units (4)																								41,304						4,363						3,942						0.03
Ncp Helix Holdings, LLC. - Preferred Shares (4)																								1,485,282						1,116						1,192						0.01
																														39,204						41,084						0.32
Total Equity Investments																														$	314,520					$	330,095					2.57		%
Total Investments - non-controlled/non-affiliated																														$	30,483,619					$	30,579,871					237.89		%
Investments — non-controlled/affiliated
Equity
Distributors
GSO DL Co-Invest EIS LP (EIS Acquisition Holdings, LP) - Class A Common Units (4)(14)																														$	583					$	1,614					0.01		%
Total Equity																														$	583					$	1,614					0.01		%
Total Investments — non-controlled/affiliated																														$	583					$	1,614					0.01		%

57

---

Blackstone Private Credit Fund Consolidated Schedule of Investments December 31, 2021 (in thousands) (Unaudited)

Investments (1)						Reference Rate and Spread						Interest Rate (2)						Maturity Date						Par Amount/Units						Cost (3)						Fair Value						Percentage of Net Assets
Investments—controlled/affiliated
Equity
Diversified Financial Services
Specialty Lending Company LLC - LLC Interest (4)(5)(6)																														$	212,400					$	212,400					1.65		%
Specialty Retail
GSO DL CoInvest CI LP (CustomInk, LLC) - Series A Preferred Units (4)(14)																														1,421						1,809						0.01
Total Equity																														$	213,821					$	214,209					1.66		%
Total Investments — controlled/affiliated																														$	213,821					$	214,209					1.66		%
Total Investment Portfolio																														$	30,698,023					$	30,795,693					239.57		%
Cash and Cash Equivalents
Other Cash and Cash Equivalents																														$	617,986					$	617,986					4.81		%
Total Portfolio Investments, Cash and Cash Equivalents																														$	31,316,009					$	31,413,679					244.38		%

(1)Unless otherwise indicated, issuers of debt and equity investments held by the Company are denominated in dollars. All debt investments are income producing unless otherwise indicated. All equity investments are non-income producing unless otherwise noted. Certain portfolio company investments are subject to contractual restrictions on sales. The total par amount is presented for debt investments and the number of shares or units owned is presented for equity investments. Each of the Company’s investments is pledged as collateral, under one or more of its credit facilities unless otherwise indicated.

(2)Variable rate loans to the portfolio companies bear interest at a rate that is determined by reference to either L, CDOR or C, SONIA or S, Euribor or E, SOFR, or an alternate base rate (commonly based on the F or the P), which generally resets periodically. For each loan, the Company has indicated the reference rate used and provided the spread and the interest rate in effect as of December 31, 2021. Variable rate loans typically include an interest reference rate floor feature. As of December 31, 2021, 92.8% of the debt portfolio at fair value had an interest rate floor above zero.

(3)The cost represents the original cost adjusted for the amortization of discounts and premiums, as applicable, on debt investments using the effective interest method in accordance with U.S. GAAP.

(4)These investments were valued using unobservable inputs and are considered Level 3 investments. Fair value was determined in good faith by or under the direction of the Board (see Note 2 and Note 5), pursuant to the Company’s valuation policy.

(5)These debt investments are not pledged as collateral under any of the Company's credit facilities. For other debt investments that are pledged to the Company's credit facilities, a single investment may be divided into parts that are individually pledged as collateral to separate credit facilities. Any other debt investments listed above are pledged to financing facilities or CLOs and are not available to satisfy the creditors of the Company.

(6)The investment is not a qualifying asset under Section 55(a) of the 1940 Act. The Company may not acquire any non-qualifying asset unless, at the time of acquisition, qualifying assets represent at least 70% of the Company’s total assets. As of December 31, 2021, non-qualifying assets represented 18.9% of total assets as calculated in accordance with regulatory requirements.

(7)Position or portion thereof is an unfunded loan commitment, and no interest is being earned on the unfunded portion, although the investment may be subject to unused commitment fees. Negative cost and fair value results from unamortized fees, which are capitalized to the investment cost. The unfunded loan commitment may be subject to a commitment termination date that may expire prior to the maturity date stated. See below for more information on the Company’s unfunded commitments (all commitments are first lien, unless otherwise noted):

Investments—non-controlled/non-affiliated

Commitment Type

Commitment Expiration Date

Unfunded Commitment

Fair Value

First and Second Lien Debt

ACI Group Holdings, Inc.

Delayed Draw Term Loan

8/2/2023

$

74,169

$

—

ACI Group Holdings, Inc.

Revolver

8/2/2027

21,482

(215)

ADCS Clinics Intermediate Holdings, LLC

Delayed Draw Term Loan

5/7/2023

4,642

—

ADCS Clinics Intermediate Holdings, LLC

Revolver

5/7/2027

3,902

(78)

AI Altius Bidco, Inc.

Delayed Draw Term Loan

12/21/2023

34,698

(347)

AI Aqua Merger Sub, Inc.

Delayed Draw Term Loan

12/13/2023

2,003

—

Albireo Energy, LLC

Delayed Draw Term Loan

6/23/2022

11,026

—

Alera Group, Inc.

Delayed Draw Term Loan

9/30/2028

41,129

—

Armada Parent, Inc.

Delayed Draw Term Loan

10/29/2023

22,500

(225)

Armada Parent, Inc.

Revolver

10/29/2027

24,750

—

Ascend Buyer, LLC

Revolver

9/30/2027

6,467

—

58

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Blackstone Private Credit Fund Consolidated Schedule of Investments December 31, 2021 (in thousands) (Unaudited)

Investments—non-controlled/non-affiliated

Commitment Type

Commitment Expiration Date

Unfunded Commitment

Fair Value

First and Second Lien Debt (continued)

Atlas CC Acquisition Corp.

Delayed Draw Term Loan

5/26/2026

14,403

—

Atlas CC Acquisition Corp.

Revolver

5/26/2026

18,518

—

AxiomSL Group, Inc.

Delayed Draw Term Loan

12/3/2027

5,478

(110)

AxiomSL Group, Inc.

Revolver

12/3/2025

5,983

(120)

Barbri , Inc.

Delayed Draw Term Loan

4/28/2023

22,662

—

Bazaarvoice, Inc.

Delayed Draw Term Loan

11/7/2022

57,432

—

Bazaarvoice, Inc.

Revolver

5/7/2026

42,994

—

Benefytt Technologies, Inc.

Delayed Draw Term Loan

8/12/2023

26,865

(269)

Cambium Learning Group, Inc.

Revolver

7/20/2028

101,715

—

Canadian Hospital Specialties Ltd.

Delayed Draw Term Loan

4/14/2023

8,795

(166)

Canadian Hospital Specialties Ltd.

Revolver

4/14/2027

3,581

—

Capstone Logistics, LLC

Delayed Draw Term Loan

11/12/2027

1,350

—

CCBlue Bidco, Inc.

Delayed Draw Term Loan

12/21/2023

91,739

(917)

CFGI Holdings, LLC

Delayed Draw Term Loan

11/2/2027

22,800

(228)

CFGI Holdings, LLC

Revolver

11/2/2027

19,950

(399)

Claims Automation Intermediate 2, LLC

Delayed Draw Term Loan

12/16/2027

68,521

(685)

Claims Automation Intermediate 2, LLC

Revolver

12/16/2027

27,271

(545)

Clearview Buyer, Inc.

Delayed Draw Term Loan

8/26/2024

33,015

—

Clearview Buyer, Inc.

Revolver

2/26/2027

4,043

—

Connatix Buyer, Inc.

Delayed Draw Term Loan

7/14/2023

32,700

(327)

Connatix Buyer, Inc.

Revolver

7/14/2027

16,294

—

COP Home Services TopCo IV, Inc.

Revolver

12/31/2025

7,664

—

Corfin Holdings, Inc.

Delayed Draw Term Loan

3/27/2022

40,892

—

CPI Holdco, LLC

Delayed Draw Term Loan

5/1/2023

78,721

—

CPI Holdco, LLC

Revolver

11/1/2026

28,928

(579)

Cumming Group, Inc.

Delayed Draw Term Loan

5/26/2027

51,930

(478)

Cumming Group, Inc.

Revolver

5/26/2027

21,499

—

DCA Investment Holdings, LLC

Delayed Draw Term Loan

3/12/2023

5,850

—

Dominion Colour Corporation

Delayed Draw Term Loan

5/6/2027

7,649

—

Emergency Power Holdings, LLC

Delayed Draw Term Loan

8/17/2023

56,100

—

Engineered Stone Group Holdings III Ltd.

Delayed Draw Term Loan

11/22/2023

114,384

—

Episerver, Inc.

Delayed Draw Term Loan

4/9/2026

10,185

(153)

Episerver, Inc.

Revolver

4/9/2026

3,833

(57)

Experity, Inc.

Revolver

7/22/2027

8,532

(171)

Fencing Supply Group Acquisition, LLC

Delayed Draw Term Loan

2/26/2023

57,125

—

Foundation Risk Partners Corp.

Delayed Draw Term Loan

10/29/2023

8,430

—

Foundation Risk Partners Corp.

Revolver

10/29/2027

9,529

(143)

Frontline Road Safety, LLC - A

Delayed Draw Term Loan

5/3/2027

5,129

—

Frontline Road Safety, LLC - B

Delayed Draw Term Loan

5/3/2022

39,526

—

Galway Borrower, LLC

Delayed Draw Term Loan

9/30/2023

3,958

—

Galway Borrower, LLC

Revolver

9/30/2027

2,113

(42)

GCX Corporation Buyer, LLC

Delayed Draw Term Loan

9/13/2023

67,500

—

Genuine Cable Group, LLC

Delayed Draw Term Loan

5/1/2023

5,911

—

GI Consilio Parent, LLC

Revolver

5/14/2026

6,300

—

GI Ranger Intermediate, LLC

Delayed Draw Term Loan

10/29/2023

18,000

(180)

GI Ranger Intermediate, LLC

Revolver

10/29/2027

10,800

(216)

Go Car Wash Management Corp.

Delayed Draw Term Loan

8/31/2023

50,861

—

GovernmentJobs.com, Inc.

Delayed Draw Term Loan

11/30/2023

62,600

—

59

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Blackstone Private Credit Fund Consolidated Schedule of Investments December 31, 2021 (in thousands) (Unaudited)

Investments—non-controlled/non-affiliated

Commitment Type

Commitment Expiration Date

Unfunded Commitment

Fair Value

First and Second Lien Debt (continued)

GovernmentJobs.com, Inc.

Revolver

11/30/2027

19,764

(395)

GraphPAD Software, LLC

Delayed Draw Term Loan

4/27/2027

8,571

(86)

GraphPAD Software, LLC

Revolver

4/27/2027

2,832

—

Great Day Improvements, LLC

Revolver

12/28/2027

38,271

(765)

Gruden Acquisition, Inc.

Delayed Draw Term Loan

7/1/2023

10,283

—

Gruden Acquisition, Inc.

Revolver

7/1/2026

9,000

(225)

Guidehouse LLP

Revolver

10/15/2027

95,825

—

Helix TS, LLC

Delayed Draw Term Loan

8/3/2023

49,261

—

HIG Orca Acquisition Holdings, Inc.

Delayed Draw Term Loan

8/17/2023

18,629

(186)

HIG Orca Acquisition Holdings, Inc.

Revolver

8/17/2027

4,442

—

High Street Buyer, Inc.

Delayed Draw Term Loan

4/16/2028

6,636

—

High Street Buyer, Inc.

Revolver

4/16/2027

4,186

(84)

IG Investments Holdings, LLC

Revolver

9/22/2027

22,414

—

Inovalon Holdings, Inc

Delayed Draw Term Loan

6/24/2024

99,544

(1,244)

Integrity Marketing Acquisition, LLC

Delayed Draw Term Loan

8/27/2025

7,318

—

Integrity Marketing Acquisition, LLC

Delayed Draw Term Loan

7/9/2023

73,250

(549)

Java Buyer, Inc.

Delayed Draw Term Loan

12/15/2023

94,266

(943)

Java Buyer, Inc.

Revolver

12/15/2027

27,134

(543)

Jones Deslauriers Insurance Management, Inc.

Delayed Draw Term Loan

3/28/2022

12,385

—

Jones Deslauriers Insurance Management, Inc. (2nd Lien)

Delayed Draw Term Loan

3/28/2022

1,943

—

Kaufman Hall & Associates, LLC

Delayed Draw Term Loan

12/14/2023

19,840

(198)

Knowledge Pro Buyer, Inc.

Delayed Draw Term Loan

12/10/2023

18,452

(185)

Knowledge Pro Buyer, Inc.

Revolver

12/10/2027

6,824

—

KPSKY Acquisition, Inc.

Delayed Draw Term Loan

10/19/2023

10,688

—

Kwor Acquisition, Inc.

Revolver

12/22/2027

10,976

—

L&S Mechanical Acquisition, LLC

Delayed Draw Term Loan

9/1/2022

36,794

—

LD Lower Holdings, Inc.

Delayed Draw Term Loan

2/8/2023

19,979

—

Linquest Corp.

Delayed Draw Term Loan

1/27/2023

44,775

(448)

Mandolin Technology Intermediate Holdings, Inc.

Revolver

7/30/2026

10,800

(108)

Marcone Yellowstone Buyer, Inc.

Delayed Draw Term Loan

6/23/2028

26,764

—

Material Holdings, LLC

Delayed Draw Term Loan

8/19/2023

31,793

—

Material Holdings, LLC

Revolver

8/17/2027

13,353

—

Maverick Acquisition, Inc.

Delayed Draw Term Loan

6/1/2023

16,185

—

Metis Buyer, Inc.

Revolver

5/4/2026

4,725

—

MHE Intermediate Holdings, LLC

Delayed Draw Term Loan

7/21/2023

509

—

MHE Intermediate Holdings, LLC

Revolver

7/21/2027

804

(16)

Mobileum, Inc.

Delayed Draw Term Loan

8/12/2024

26,377

—

Monk Holding Co.

Delayed Draw Term Loan

12/1/2023

42,074

—

MRI Software, LLC

Delayed Draw Term Loan

2/10/2026

8,316

—

MRI Software, LLC

Revolver

2/10/2026

673

—

National Mentor Holdings, Inc.

Delayed Draw Term Loan

2/18/2028

777

—

Navigator Acquiror, Inc.

Delayed Draw Term Loan

7/16/2023

122,548

—

NDC Acquisition Corp.

Revolver

3/9/2027

3,211

—

New Arclin US Holding Corp.

Delayed Draw Term Loan

3/30/2023

2,950

—

NMC Crimson Holdings, Inc.

Delayed Draw Term Loan

3/1/2023

31,400

(471)

Onex Baltimore Buyer, Inc.

Delayed Draw Term Loan

12/1/2023

30,494

—

Paya Holdings III, LLC

Revolver

6/16/2028

3,375

—

Peak Utility Services Group, Inc.

Delayed Draw Term Loan

12/6/2028

7,200

—

60

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Blackstone Private Credit Fund Consolidated Schedule of Investments December 31, 2021 (in thousands) (Unaudited)

Investments—non-controlled/non-affiliated

Commitment Type

Commitment Expiration Date

Unfunded Commitment

Fair Value

First and Second Lien Debt (continued)

PGIS Intermediate Holdings, LLC

Delayed Draw Term Loan

10/16/2028

24,646

(246)

PGIS Intermediate Holdings, LLC

Revolver

10/16/2028

6,274

(47)

Point Broadband Acquisition, LLC

Delayed Draw Term Loan

10/1/2023

73,003

(913)

Porcelain Acquisition Corp.

Delayed Draw Term Loan

4/30/2022

33,940

(997)

Pro Mach Group, Inc.

Delayed Draw Term Loan

8/31/2028

2,079

—

Prodege International Holdings, LLC

Delayed Draw Term Loan

12/15/2022

144,262

(1,443)

Profile Products, LLC

Delayed Draw Term Loan

11/12/2027

25,460

—

Profile Products, LLC

Revolver

11/12/2027

16,973

(339)

Progress Residential PM Holdings, LLC

Delayed Draw Term Loan

2/16/2022

16,623

—

Qualus Power Services Corp.

Delayed Draw Term Loan

3/26/2023

9,016

—

R1 Holdings, LLC

Delayed Draw Term Loan

4/19/2022

5,686

—

Radwell International, LLC

Delayed Draw Term Loan

7/13/2023

29,219

—

Radwell International, LLC

Revolver

7/13/2027

34,375

—

Red River Technology, LLC

Delayed Draw Term Loan

5/26/2023

47,832

—

Relativity ODA, LLC

Revolver

5/12/2027

4,937

(74)

Relay Purchaser, LLC

Revolver

8/30/2026

28,571

(286)

Reverb Buyer, Inc.

Delayed Draw Term Loan

11/1/2028

1,637

—

Roadsafe Holdings, Inc.

Delayed Draw Term Loan

10/19/2022

14,867

—

RSC Acquisition, Inc.

Delayed Draw Term Loan

10/30/2026

25,904

—

RWL Holdings, LLC

Delayed Draw Term Loan

12/1/2027

58,064

(581)

Safety Borrower Holdings LP

Delayed Draw Term Loan

9/1/2022

8,390

—

Safety Borrower Holdings LP

Revolver

9/1/2027

3,356

(34)

Sam Holding Co, Inc.

Delayed Draw Term Loan

9/24/2023

44,400

—

Sam Holding Co, Inc.

Revolver

3/24/2027

24,000

(480)

SEKO Global Logistics Network, LLC

Delayed Draw Term Loan

12/30/2022

15,200

(228)

SEKO Global Logistics Network, LLC

Revolver

12/30/2026

4,080

—

SelectQuote, Inc.

Delayed Draw Term Loan

11/5/2024

58,933

—

Sherlock Buyer Corp.

Delayed Draw Term Loan

12/1/2028

11,177

(112)

Sherlock Buyer Corp.

Revolver

12/8/2027

4,445

—

Smile Doctors, LLC

Delayed Draw Term Loan

12/21/2023

68,380

—

Smile Doctors, LLC

Revolver

12/21/2027

49,461

—

Snoopy Bidco, Inc.

Delayed Draw Term Loan

6/1/2023

129,000

—

Sovos Compliance, LLC

Delayed Draw Term Loan

8/11/2028

2,170

—

SpecialtyCare, Inc.

Delayed Draw Term Loan

6/18/2023

7,139

(18)

SpecialtyCare, Inc.

Revolver

6/18/2026

5,935

—

Spitfire Parent, Inc.

Delayed Draw Term Loan

9/4/2022

13,833

—

Stepping Stones Healthcare Services, LLC

Delayed Draw Term Loan

12/30/2023

45,312

(453)

Stepping Stones Healthcare Services, LLC

Revolver

12/30/2026

22,501

(450)

Tailwind Colony Holding Corporation

Delayed Draw Term Loan

2/10/2022

6,519

—

Tennessee Bidco Limited

Delayed Draw Term Loan

8/3/2028

102,901

—

The Action Environmental Group, Inc

Delayed Draw Term Loan

1/16/2026

8,518

—

The GI Alliance Management, LLC

Delayed Draw Term Loan

2/5/2023

65,222

—

The NPD Group L.P.

Revolver

12/1/2027

52,471

(487)

Therapy Brands Holdings, LLC

Delayed Draw Term Loan

5/18/2028

1,627

—

Thermostat Purchaser III, Inc.

Delayed Draw Term Loan

8/31/2028

7,481

—

Thermostat Purchaser III, Inc.

Revolver

8/31/2026

8,125

—

Thermostat Purchaser III, Inc. (2nd Lien)

Delayed Draw Term Loan

8/31/2023

5,600

—

Trident TPI Holdings, Inc.

Delayed Draw Term Loan

9/15/2028

597

—

61

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Blackstone Private Credit Fund Consolidated Schedule of Investments December 31, 2021 (in thousands) (Unaudited)

Investments—non-controlled/non-affiliated						Commitment Type						Commitment Expiration Date						Unfunded Commitment						Fair Value
First and Second Lien Debt (continued)
Trinity Air Consultants Holdings Corp.						Delayed Draw Term Loan						6/29/2023						44,729						—
Trinity Air Consultants Holdings Corp.						Revolver						6/29/2027						2,556						—
Trinity Partners Holdings, LLC						Delayed Draw Term Loan						12/21/2023						109,037						(1,090)
Triple Lift, Inc.						Revolver						5/6/2028						14,295						(286)
TRP Infrastructure Services, LLC						Delayed Draw Term Loan						1/9/2023						13,187						(132)
Turing Holdco, Inc.						Delayed Draw Term Loan						8/3/2028						13,977						—
US Oral Surgery Management Holdco, LLC						Delayed Draw Term Loan						1/7/2022						49,353						—
US Oral Surgery Management Holdco, LLC						Revolver						11/18/2027						12,932						(259)
West Monroe Partners, LLC						Delayed Draw Term Loan						11/9/2023						188,572						—
West Monroe Partners, LLC						Revolver						11/9/2027						70,714						—
VT Topco, Inc.						Delayed Draw Term Loan						8/1/2025						2,553						—
WHCG Purchaser III, Inc.						Delayed Draw Term Loan						6/22/2023						37,932						—
WHCG Purchaser III, Inc.						Revolver						6/22/2026						12,486						(250)
Specialty Lending Company LLC						LLC Interest												102,600						—
Total Unfunded Commitments																		$	4,870,500					$	(22,301)

(8)There are no interest rate floors on these investments.

(9)The interest rate floor on these investments as of December 31, 2021 was 0.50%.

(10)The interest rate floor on these investments as of December 31, 2021 was 0.75%.

(11)The interest rate floor on these investments as of December 31, 2021 was 1.00%.

(12)The interest rate floor on these investments as of December 31, 2021 was 1.25%.

(13)The interest rate floor on these investments as of December 31, 2021 was 1.50%.

(14)Under the 1940 Act, the Company is deemed to “control” a portfolio company if the Company owns more than 25% of its outstanding voting securities and/or held the power to exercise control over the management or policies of the portfolio company. Under the 1940 Act, the Company is deemed an “affiliated person” of a portfolio company if the Company owns 5% or more of the portfolio company’s outstanding voting securities. As of December 31, 2021, the Company’s controlled/affiliated and non-controlled/affiliated investments were as follows:

			Fair value as of January 7, 2021 (commencement of operations)						Gross Additions						Gross Reductions						Change in Unrealized Gains (Losses)						Fair value as of December 31, 2021						Dividend and Interest Income
Non-Controlled/Affiliated Investments
GSO DL Co-Invest EIS LP			$	—					$	583					$	—					$	1,031					$	1,614					$	—
Controlled/Affiliated Investments
Specialty Lending Company LLC			—						212,400						—						—						212,400						1,800
GSO DL Co-Invest CI LP			—						1,421						—						388						1,809						—
Total			$	—					$	214,404					$	—					$	1,419					$	215,823					$	1,800

ADDITIONAL INFORMATION

Foreign currency forward contracts

Counterparty

Currency Purchased

Currency Sold

Settlement Date

Unrealized Appreciation (Depreciation)

Goldman Sachs Bank USA

U.S. Dollar 423 million

Euro 374 million

2/22/2022

$

1,505

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

62

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Blackstone Private Credit Fund

Notes to Consolidated Financial Statements

(Unaudited)

(in thousands, except per share data, percentages and as otherwise noted)

Note 1. Organization

Blackstone Private Credit Fund (together with its consolidated subsidiaries “BCRED” or the “Company”), is a Delaware statutory trust formed on February 11, 2020. The Company was formed to invest primarily in originated loans and other securities, including broadly syndicated loans, of private U.S. companies. The Company is a non-diversified, closed-end management investment company that has elected to be regulated as a business development company (“BDC”) under the 1940 Act. The Company is externally managed by Blackstone Credit BDC Advisors LLC (the “Adviser”). The Adviser is an affiliate of Blackstone Alternative Credit Advisors LP (the “Administrator” and, collectively with its affiliates in the credit-focused business of Blackstone Inc. (“Blackstone”), “Blackstone Credit,” which, for the avoidance of doubt, excludes Harvest Fund Advisers LLC and Blackstone Insurance Solutions). The Company has elected to be treated for U.S. federal income tax purposes, and intend to qualify annually thereafter, as a regulated investment company (“RIC”) as defined under Subchapter M of the Internal Revenue Code of 1986, as amended (the “Code”).

The Company’s investment objectives are to generate current income and, to a lesser extent, long-term capital appreciation. Under normal circumstances, the Company will invest at least 80% of its total assets (net assets plus borrowings for investment purposes) in private credit investments (loans, bonds and other credit instruments that are issued in private offerings or issued by private companies). Under normal circumstances, the Company expects that the majority of its portfolio will be in privately originated and privately negotiated investments, predominantly direct lending to U.S. companies through (i) first lien senior secured and unitranche loans and (ii) second lien, unsecured, subordinated or mezzanine loans and structured credit, as well as broadly syndicated loans (for which the Company may serve as an anchor investor), club deals (generally investments made by a small group of investment firms) and other debt and equity securities (the investments described in this sentence, collectively, “Private Credit”). To a lesser extent, the Company may also dynamically invest in publicly traded securities of large corporate issuers (“Opportunistic Credit”). The Company expects that the Opportunistic Credit investments will generally be liquid, and may be used for the purposes of maintaining liquidity for the Company’s share repurchase program and cash management, while also presenting an opportunity for attractive investment returns.

The Company offers on a continuous basis up to $36.5 billion of common shares of beneficial interest pursuant to an offering registered with the Securities and Exchange Commission (“SEC”). The Company offers to sell any combination of three classes of common shares, Class S shares, Class D shares and Class I shares, with a dollar value up to the maximum offering amount. The share classes have different ongoing shareholder servicing and/or distribution fees. The initial purchase price for the common shares of beneficial interest was $25.00 per share. Thereafter, the purchase price per share for each class of common shares equals the net asset value (“NAV”) per share, as of the effective date of the monthly share purchase date. Blackstone Securities Partners L.P. (the “Intermediary Manager”) will use its best efforts to sell shares, but is not obligated to purchase or sell any specific amount of shares in the offering. The Company also engages in private offerings of its common shares.

The Company accepted purchase orders and held investors’ funds in an interest-bearing escrow account until the Company received purchase orders for at least $100.0 million, excluding shares purchased by the Adviser, its affiliates and trustees and officers, in any combination of purchases of Class S shares, Class D shares and Class I shares, and the Company’s Board of Trustees (the “Board”) authorized the release of funds in the escrow account. As of January 7, 2021, the Company had satisfied the minimum offering requirement and commenced its operations after the Company’s Board had authorized the release of proceeds from escrow. As of such date, the Company issued and sold 32,560,141 shares (consisting of 2,750,840 Class S shares, and 29,809,301 Class I shares at an offering price of $25.00 per share; no Class D shares were issued or sold as of such date), and the escrow agent released net proceeds of approximately $814.0 million to the Company as payment for such shares.

References to the three months ended March 31, 2021 represent the period from January 7, 2021 (commencement of operations) to March 31, 2021.

63

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Note 2. Significant Accounting Policies

Basis of Presentation

The consolidated financial statements have been prepared on the accrual basis of accounting in accordance with U.S. GAAP. As an investment company, the Company applies the accounting and reporting guidance in Accounting Standards Codification (“ASC”) Topic 946, Financial Services – Investment Companies (“ASC 946”) issued by the Financial Accounting Standards Board (“FASB”). U.S. GAAP for an investment company requires investments to be recorded at fair value.

The interim consolidated financial statements have been prepared in accordance with U.S. GAAP for interim financial information and pursuant to the requirements for reporting on Form 10-Q and Article 6 and Article 10 of Regulation S-X. Accordingly, certain disclosures accompanying the annual consolidated financial statements prepared in accordance with U.S. GAAP are omitted. In the opinion of management, all adjustments considered necessary for the fair presentation of financial statements for the interim period presented, have been included. The current period’s results of operations will not necessarily be indicative of results that ultimately may be achieved for the fiscal year ending December 31, 2022. All intercompany balances and transactions have been eliminated.

Use of Estimates

The preparation of consolidated 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. Such amounts could differ from those estimates and such differences could be material. Assumptions and estimates regarding the valuation of investments involve a higher degree of judgment and complexity and these assumptions and estimates may be significant to the consolidated financial statements. Actual results may ultimately differ from those estimates.

Consolidation

As provided under ASC 946, the Company will not consolidate its investment in a company other than an investment company subsidiary or a controlled operating company whose business consists of providing services to the Company.

As of March 31, 2022, the Company's consolidated subsidiaries were BCRED Bard Peak Funding, LLC (“Bard Peak Funding”), BCRED Castle Peak Funding LLC (“Castle Peak Funding”), BCRED Denali Peak Funding LLC (“Denali Peak Funding”), BCRED Maroon Peak Funding LLC (“Maroon Peak Funding”), BCRED Twin Peaks LLC (“Twin Peaks”), BCRED Summit Peak Funding LLC (“Summit Peak Funding”), BCRED Bushnell Peak Funding LLC (“Bushnell Peak Funding”), BCRED Middle Peak Funding LLC (“Middle Peak Funding”) BCRED Granite Peak Funding LLC (“Granite Peak Funding”), BCRED Bison Peak Funding LLC (“Bison Peak Funding”), BCRED Blanca Peak Funding LLC (“Blanca Peak Funding”), BCRED Windom Peak Funding LLC (“Windom Peak Funding”), BCRED Monarch Peak Funding LLC (“Monarch Peak Funding”), BCRED Investments LLC, BCRED X Holdings LLC, BCRED BSL CLO 2021-1, LLC, BCRED BSL CLO 2021-2, LLC, and BCRED MML CLO 2021-1 LLC.

Cash and Cash Equivalents and Restricted Cash

Cash and cash equivalents consist of demand deposits and highly liquid investments, such as money market funds, with original maturities of three months or less. Cash and cash equivalents are carried at cost, which approximates fair value. The Company deposits its cash and cash equivalents with financial institutions and, at times, may exceed the Federal Deposit Insurance Corporation insured limit.

Restricted cash and cash equivalents and restricted foreign currencies include amounts that are collected and are held by trustees who have been appointed as custodians of the assets securing certain of the Company’s financing transactions. Restricted cash and cash equivalents and restricted foreign currencies are held by the trustees for payment of interest expense and principal on the outstanding borrowings or reinvestment into new assets.

Investments

Investment transactions 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 using the specific identification method 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, including the reversal of previously recorded unrealized gains or losses with respect to investments realized during the period.

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The Company is required to report its investments for which current market values are not readily available at fair value. The Company values its investments in accordance with ASC 820, Fair Value Measurements (“ASC 820”), which defines fair value as the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the applicable measurement date. ASC 820 prioritizes the use of observable market prices derived from such prices over entity-specific inputs. Due to the inherent uncertainties of valuation, certain estimated fair values may differ significantly from the values that would have been realized had a ready market for these investments existed, and these differences could be material. See “– Note 5. Fair Value Measurements.”

Where available, fair value is based on observable market prices or parameters or derived from such prices or parameters. The Company utilizes mid-market pricing (i.e., mid-point of average bid and ask prices) to value these investments. These market quotations are obtained from independent pricing services, if available; otherwise from at least two principal market makers or primary market dealers. To assess the continuing appropriateness of pricing sources and methodologies, the Adviser regularly performs price verification procedures and issues challenges as necessary to independent pricing services or brokers, and any differences are reviewed in accordance with the valuation procedures. The Adviser does not adjust the prices unless it has a reason to believe market quotations are not reflective of the fair value of an investment. Examples of events that would cause market quotations to not reflect fair value could include cases when a security trades infrequently or not at all, causing a quoted purchase or sale price to become stale, or in the event of a “fire sale” by a distressed seller. All price overrides require approval from the Board.

Where prices or inputs are not available or, in the judgment of the Board, not reliable, valuation techniques based on the facts and circumstances of the particular investment will be utilized. Securities that are not publicly traded or for which market prices are not readily available are valued at fair value as determined in good faith by the Board, based on, among other things, the input of the Adviser, the Audit Committee of the Board (the “Audit Committee”) and independent valuation firms engaged on the recommendation of the Adviser and at the direction of the Board. These valuation approaches involve some level of management estimation and judgment, the degree of which is dependent on the price transparency for the investments or market and the investments’ complexity.

With respect to the quarterly valuation of investments, the Company’s Board undertake a multi-step valuation process each quarter in connection with determining the fair value of our investments for which reliable market quotations are not readily available as of the last calendar day of each quarter, which includes, among other procedures, the following:

•The valuation process begins with each investment being preliminarily valued by the Adviser’s valuation team in conjunction with the Adviser’s investment professionals responsible for each portfolio investment;    

•In addition, independent valuation firms engaged by the Board prepare quarter-end valuations of such investments except de minimis investments, as determined by the Adviser. The independent valuation firms provide a final range of values on such investments to the Board and the Adviser. The independent valuation firms also provide analyses to support their valuation methodology and calculations;

•The Adviser’s Valuation Committee reviews each valuation recommendation to confirm they have been calculated in accordance with the valuation policy and compares such valuations to the independent valuation firms’ valuation ranges to ensure the Adviser’s valuations are reasonable;     

•The Adviser’s Valuation Committee makes valuation recommendations to the Audit Committee;         

•The Audit Committee reviews the valuation recommendations made by the Adviser’s Valuation Committee, including the independent valuation firms’ quarterly valuations, and once approved, recommends them for approval by the Board; and         

•The Board reviews the valuation recommendations of the Audit Committee and determines the fair value of each investment in the portfolio in good faith based on the input of the Audit Committee, the Adviser’s Valuation Committee and, where applicable, the independent valuation firms and other external service providers.

When the Company determines its NAV as of the last day of a month that is not also the last day of a calendar quarter, the Company intends to update the value of securities with reliable market quotations to the most recent market quotation. For securities without reliable market quotations, pursuant to a process approved by the Board, the Adviser’s valuation team will generally value such assets at the most recent quarterly valuation unless the Adviser determines that a significant observable change has occurred since the most recent quarter end with respect to the investment (which determination may be as a result of a material event at a portfolio company, material change in market spreads, secondary market transaction in the securities of an investment or otherwise). If the Adviser determines such a change has occurred with respect to one or more investments, the Adviser will determine whether to update the value for each relevant investment using a range of values from an independent valuation firm, where applicable, in accordance with the Company's valuation policy, pursuant to a process approved by the Board. Additionally, the Adviser may otherwise determine to update the most recent quarter end valuation of an investment

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without reliable market quotations that the Adviser considers to be material to the Company using a range of values from an independent valuation firm. Month-end NAV determinations are ratified subsequently by the Board at its next regularly scheduled meeting.

As part of the valuation process, the Board will take into account relevant factors in determining the fair value of our investments for which reliable market quotations are not readily available, many of which are loans, including and in combination, as relevant, of: (i) the estimated enterprise value of a portfolio company, (ii) the nature and realizable value of any collateral, (iii) the portfolio company’s ability to make payments based on its earnings and cash flow, (iv) the markets in which the portfolio company does business, (v) a comparison of the portfolio company’s securities to any similar publicly traded securities, and (vi) 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 or debt sale occurs, the Board or its delegates will consider whether the pricing indicated by the external event corroborates its valuation.

The Board has and will continue to engage independent valuation firms to provide assistance regarding the determination of the fair value of the Company’s portfolio securities for which market quotations are not readily available or are readily available but deemed not reflective of the fair value of the investment each quarter, and the Board may reasonably rely on that assistance. However, the Board is responsible for the ultimate valuation of the portfolio investments at fair value as determined in good faith pursuant to the Company’s valuation policy and a consistently applied valuation process.

Receivables/Payables From Investments Sold/Purchased

Receivables/payables from investments sold/purchased consist of amounts receivable to or payable by the Company for transactions that have not settled at the reporting date. As of March 31, 2022 and December 31, 2021, the Company had $627.1 million and $663.6 million, respectively, of receivables for investments sold. As of March 31, 2022 and December 31, 2021, the Company had $3,034.5 million and $997.4 million, respectively, of payables for investments purchased.

Derivative Instruments

The Company recognizes all derivative instruments as assets or liabilities at fair value in its consolidated financial statements.

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.

From time to time, the Company may enter into forward currency contracts which is an obligation between two parties to purchase or sell a specific currency for an agreed-upon price at a future date. The Company utilizes forward currency contracts to economically hedge the currency exposure associated with certain foreign-denominated debt issued by the Company. The use of forward currency contracts does not eliminate fluctuations in the price of the underlying debt the Company has, but establishes a rate of exchange in advance. Fluctuations in the value of these contracts are measured by the difference in the exchange rates on the contract date and reporting date and are recorded as unrealized appreciation (depreciation). Realized gains (losses) and unrealized appreciation (depreciation) on the contracts are included in the Consolidated Statements of Operations.

Additionally, the Company uses interest rate swaps to mitigate interest rate risk associated with the Company's fixed rate liabilities. The Company designated certain interest rate swaps as the hedging instrument in a qualifying fair value hedge accounting relationship, and therefore the change in fair value of the hedging instrument and hedged item are recorded in interest expense and recognized as components of interest expense in the Consolidated Statements of Operations. Depending on the nature of the balance at period end, the fair value of the interest rate swap is either included as a derivative asset or derivative liability on the Company's Consolidated Statements of Assets and Liabilities. The change in fair value of the interest rate swap is offset by a change in the carrying value of the fixed rate debt. Changes in fair value of interest rate swaps entered into by the Company not designated as hedging instruments, are presented through current period gains or losses.

The fair value of the Company’s derivatives are recorded on the Consolidated Statements of Assets and Liabilities by counterparty on a net basis, not taking into account collateral posted which is recorded separately, if subject to an enforceable master netting agreement.

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Forward Purchase Agreement

The Company was party to a forward purchase agreement (the "Facility Agreement", defined in Note 7) whereby it is obligated to purchase certain assets that were acquired by the Financing Provider, subject to certain contingencies.

Forward purchase agreements are recognized at fair value through current period gains or losses on the date on which the contract is entered into and are subsequently re-measured at fair value. All forward purchase agreements are carried as assets when fair value is positive and as liabilities when fair value is negative. A forward purchase agreement is derecognized when the obligation specified in the contract is discharged, canceled or expired.

Foreign Currency Transactions

Amounts denominated in foreign currencies are translated into U.S. dollars on the following basis: (i) investments and other assets and liabilities denominated in foreign currencies are translated into U.S. dollars based upon currency exchange rates effective on the last business day of the period; and (ii) purchases and sales of investments, borrowings and repayments of such borrowings, income, and expenses denominated in foreign currencies are translated into U.S. dollars based upon currency exchange rates prevailing on the transaction dates.

The Company includes net changes in fair values on investments held resulting from foreign exchange rate fluctuations in translation of assets and liabilities in foreign currencies on the Consolidated Statements of Operations, if any. Foreign security and currency translations may involve certain considerations and risks not typically associated with investing in U.S. companies and U.S. government securities. These risks include, but are not limited to, currency fluctuations and revaluations and future adverse political, social and economic developments, which could cause investments in foreign markets to be less liquid and prices more volatile than those of comparable U.S. companies or U.S. government securities.

Revenue Recognition

Interest Income

Interest income is recorded on an accrual basis and includes the accretion of discounts and amortizations of premiums. Discounts from and premiums to par value on debt investments purchased are accreted/amortized into interest income over the life of the respective security using the effective interest method. The amortized cost of debt investments represents the original cost, including loan origination fees and upfront fees received that are deemed to be an adjustment to yield, adjusted for the accretion of discounts and amortization of premiums, if any. Upon prepayment of a loan or debt security, any prepayment premiums, unamortized upfront loan origination fees and unamortized discounts are recorded as interest income in the current period. For the three months ended March 31, 2022 and 2021, the Company recorded $0.0 million and $0.9 million, respectively, in non-recurring income (e.g. prepayment premiums, accelerated accretion of upfront loan origination fees and unamortized discounts).

PIK Income

The Company has loans in its portfolio that contain payment-in-kind (“PIK”) provisions. PIK represents interest that is accrued and recorded as interest income at the contractual rates, increases the loan principal on the respective capitalization dates, and is generally due at maturity. Such income is included in interest income in the Consolidated Statements of Operations. If at any point the Company believes PIK is not expected to be realized, the investment generating PIK will be placed on non-accrual status. When a PIK investment is placed on non-accrual status, the accrued, uncapitalized interest is generally reversed through interest income. To maintain the Company’s status as a RIC, this non-cash source of income must be paid out to shareholders in the form of dividends, even though the Company has not yet collected cash. For the three months ended March 31, 2022 and 2021, the Company recorded PIK income of $21.4 million and $0.1 million, respectively.

Dividend Income

Dividend income on preferred equity securities is recorded on the 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. For the three months ended March 31, 2022 and 2021, the Company recorded dividend income of $20.8 million and $0.0 million, respectively.

Fee Income

The Company may receive various fees in the ordinary course of business such as structuring, consent, waiver, amendment, syndication and other miscellaneous fees as well as fees for managerial assistance rendered by the Company to the portfolio companies. Such fees are recognized as income when earned or the services are rendered. For the three months ended March 31, 2022 and 2021, the Company recorded fee income of $0.6 million and $0.1 million, respectively.

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Non-Accrual Income

Loans are generally placed on non-accrual status when there is reasonable doubt whether principal or interest will be collected in full. Accrued interest is generally reversed when a loan is placed on non-accrual status. Additionally, any original issue discount and market discount are no longer accreted to interest income as of the date the 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 is paid current and, in management’s judgment, are likely to remain current. Management may make exceptions to this treatment and determine to not place a loan on non-accrual status if the loan has sufficient collateral value and is in the process of collection. As of March 31, 2022 and December 31, 2021, no loans in the portfolio were on non-accrual status.

Organization and Offering Expenses

Costs associated with the organization of the Company are expensed as incurred. These expenses consist primarily of legal fees and other costs of organizing the Company.

Costs associated with the offering of the Company’s shares are capitalized as “deferred offering costs” on the Consolidated Statements of Assets and Liabilities and amortized over a twelve-month period from incurrence. These expenses consist primarily of legal fees and other costs incurred in connection with the Company’s continuous offering.

For the three months ended March 31, 2022 and 2021, the Company accrued organization costs of $0.0 million and $1.1 million, and offering costs of $0.9 million and $0.8 million, respectively.

Deferred Financing Costs and Debt Issuance Costs

Deferred financing and debt issuance costs represent fees and other direct incremental costs incurred in connection with the Company’s borrowings. These expenses are deferred and amortized into interest expense over the life of the related debt instrument using the straight-line method. Deferred financing costs related to revolving credit facilities are presented separately as an asset on the Company’s Statements of Assets and Liabilities. Debt issuance costs related to any issuance of installment debt or notes are presented net against the outstanding debt balance of the related security.

Income Taxes

The Company has elected to be treated as a BDC under the 1940 Act. The Company also has elected to be treated as a RIC under the Code. So long as the Company maintains its status as a RIC, it generally will not pay corporate-level U.S. federal income taxes on any ordinary income or capital gains that it distributes at least annually to its shareholders as dividends. Rather, any tax liability related to income earned and distributed by the Company would represent obligations of the Company’s investors and would not be reflected in the consolidated financial statements of the Company.

The Company evaluates tax positions taken or expected to be taken in the course of preparing its consolidated 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.

To qualify for and maintain qualification as a RIC, the Company must, among other things, meet certain source-of-income and asset diversification requirements. In addition, to qualify for RIC tax treatment, the Company must distribute to its shareholders, for each taxable year, at least 90% of the sum of (i) its “investment company taxable income” for that year (without regard to the deduction for dividends paid), which is generally its ordinary income plus the excess, if any, of its realized net short-term capital gains over its realized net long-term capital losses and (ii) its net tax-exempt income.

In addition, based on the excise tax distribution requirements, the Company is subject to a 4% nondeductible federal excise tax on undistributed income unless the Company distributes in a timely manner in each taxable year an amount at least equal to the sum of (i) 98% of its ordinary income for the calendar year, (ii) 98.2% of capital gain net income (both long-term and short-term) for the one-year period ending October 31 in that calendar year and (iii) any income realized, but not distributed, in prior years. For this purpose, however, any ordinary income or capital gain net income retained by the Company that is subject to corporate income tax is considered to have been distributed.

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For the three months ended March 31, 2022 and 2021, the Company incurred $0.1 million and $0.0 million, respectively, of U.S. federal excise tax.

Allocation of Income, Expenses, Gains and Losses

Income, expenses (other than those attributable to a specific class), gains and losses are allocated to each class of shares based upon the relative proportion of net assets represented by such class. Operating expenses directly attributable to a specific class are charged against the operations of that class.

Distributions

To the extent that the Company has taxable income available, the Company intends to make monthly distributions to its shareholders. Distributions to shareholders are recorded on the record date. All distributions will be paid at the discretion of the Board and will depend on the Company’s earnings, financial condition, maintenance of our tax treatment as a RIC, compliance with applicable BDC regulations and such other factors as the Board may deem relevant from time to time. Although the gross distribution per share is generally equivalent for each share class, the net distribution for each share class is reduced for any class specific expenses, including distribution and shareholder servicing fees, if any.

Recent Accounting Pronouncements

In March 2020, the FASB issued ASU No. 2020-04, “Reference Rate Reform (Topic 848),” which provides optional expedients and exceptions for applying GAAP to contracts, hedging relationships, and other transactions affected by reference rate reform if certain criteria are met. The amendments apply only to contracts, hedging relationships, and other transactions that reference London Interbank Offered Rate (“LIBOR”) or another reference rate expected to be discontinued because of reference rate reform. In January 2021, the FASB issued ASU No. 2021-01, Reference Rate Reform (Topic 848), which expanded the scope of Topic 848 to include derivative instruments impacted by discounting transition. ASU 2020-04 and ASU 2021-01 are effective for all entities through December 31, 2022. The expedients and exceptions provided by the amendments do not apply to contract modifications and hedging relationships entered into or evaluated after December 31, 2022, except for hedging transactions as of December 31, 2022, that an entity has elected certain optional expedients for and that are retained through the end of the hedging relationship. The Company is currently evaluating the impact of the adoption of ASU 2020-04 and 2021-01 on its consolidated financial statements.

Note 3. Fees, Expenses, Agreements and Related Party Transactions

Investment Advisory Agreement

On October 5, 2020, the Company entered into an investment advisory agreement with the Adviser (the “Investment Advisory Agreement”), pursuant to which the Adviser manages the Company on a day-to-day basis. The Adviser is responsible for originating prospective investments, conducting research and due diligence investigations on potential investments, analyzing investment opportunities, negotiating and structuring the Company’s investments and monitoring its investments and portfolio companies on an ongoing basis.

The Investment Advisory Agreement is effective for an initial two-year term and will remain in effect from year-to-year thereafter if approved annually by a majority of the Board or by the holders of a majority of the Company’s outstanding voting securities and, in each case, a majority of the independent trustees. The Company may terminate the Investment Advisory Agreement, without payment of any penalty, upon 60 days’ written notice. The Investment Advisory Agreement will automatically terminate in the event of its assignment within the meaning of the 1940 Act and related SEC guidance and interpretations.

The Company pays the Adviser a fee for its services under the Investment Advisory Agreement consisting of two components: a management fee and an incentive fee. The cost of both the management fee and the incentive fee will ultimately be borne by the shareholders. Substantial additional fees and expenses may also be charged by the Administrator to the Company, which is an affiliate of the Adviser. The Adviser agreed to waive the management fee and incentive fee based on income through July 7, 2021.

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Base Management Fee

The management fee is payable monthly in arrears at an annual rate of 1.25% of the value of the Company’s net assets as of the beginning of the first calendar day of the applicable month. For purposes of the Investment Advisory Agreement, net assets means the Company’s total assets less liabilities determined on a consolidated basis in accordance with GAAP. The management fee calculation will be prorated for any partial months, including the first calendar month in which the Company commenced operations.

For the three months ended March 31, 2022, base management fees were $50.6 million. For the three months ended March 31, 2021, base management fees representing $4.4 million were fully waived. As of March 31, 2022 and December 31, 2021, $50.6 million and $35.0 million, respectively, was payable to the Adviser relating to management fees.

Incentive Fees

The incentive fee consists of two components that are independent of each other, with the result that one component may be payable even if the other is not. A portion of the incentive fee is based on a percentage of income and a portion is based on a percentage of capital gains, each as described below.

(i) Income based incentive fee

The portion based on the Company’s income is based on Pre-Incentive Fee Net Investment Income Returns. “Pre-Incentive Fee Net Investment Income Returns” means, as the context requires, either the dollar value of, or percentage rate of return on the value of net assets at the end of the immediate preceding quarter from, interest income, dividend income and any other income (including any other fees (other than fees for providing managerial assistance), such as commitment, origination, structuring, diligence and consulting fees or other fees that are received from portfolio companies) accrued during the calendar quarter, minus operating expenses accrued for the quarter (including the management fee, expenses payable under the Administration Agreement entered into between the Company and the Administrator, and any interest expense or fees on any credit facilities or outstanding debt and dividends paid on any issued and outstanding preferred shares, but excluding the incentive fee and any shareholder servicing and/or distribution fees). Pre-Incentive Fee Net Investment Income Returns include, in the case of investments with a deferred interest feature (such as original issue discount, debt instruments with PIK interest and zero coupon securities), accrued income that has not yet been received in cash. Pre-Incentive Fee Net Investment Income Returns do not include any realized capital gains, realized capital losses or unrealized capital appreciation or depreciation. The impact of expense support payments and recoupments are also excluded from Pre-Incentive Fee Net Investment Income Returns. Pre-Incentive Fee Net Investment Income Returns, expressed as a rate of return on the value of the Company’s net assets at the end of the immediate preceding quarter, is compared to a “hurdle rate” of return of 1.25% per quarter (5.0% annualized).

The Company pays its Adviser an income based incentive fee quarterly in arrears with respect to the Company’s Pre-Incentive Fee Net Investment Income Returns in each calendar quarter as follows:

•No incentive fee based on Pre-Incentive Fee Net Investment Income Returns in any calendar quarter in which Pre-Incentive Fee Net Investment Income Returns do not exceed the hurdle rate of 1.25% per quarter (5.0% annualized);

•100% of the dollar amount of Pre-Incentive Fee Net Investment Income Returns with respect to that portion of such Pre-Incentive Fee Net Investment Income Returns, if any, that exceeds the hurdle rate but is less than a rate of return of 1.43% (5.72% annualized). The Company refers to this portion of the Pre-Incentive Fee Net Investment Income Returns (which exceeds the hurdle rate but is less than 1.43%) as the “catch-up.” This “catch-up” is meant to provide the Adviser with approximately 12.5% of Pre-Incentive Fee Net Investment Income Returns as if a hurdle rate did not apply if this net investment income exceeds 1.43% in any calendar quarter; and

•12.5% of the dollar amount of Pre-Incentive Fee Net Investment Income Returns, if any, that exceed a rate of return of 1.43% (5.72% annualized).

These calculations are prorated for any period of less than three months, including the first quarter the Company commenced operations, and are adjusted for any share issuances or repurchases during the relevant quarter.

(ii) Capital gains incentive fee

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The second part of the incentive fee is determined and payable in arrears as of the end of each calendar year in an amount equal to 12.5% of cumulative realized capital gains from inception through the end of such calendar, computed net of all realized capital losses and unrealized capital depreciation on a cumulative basis, less the aggregate amount of any previously paid incentive fee on capital gains as calculated in accordance with U.S. GAAP.

For the three months ended March 31, 2022, the Company accrued income based incentive fees of $48.1 million. For the three months ended March 31, 2021, the Company accrued income based incentive fees of $2.8 million which were fully waived. As of March 31, 2022 and December 31, 2021, there was $48.1 million and $36.0 million, respectively, payable to the Adviser for the income based incentive fees. For the three months ended March 31, 2022 and 2021, the Company accrued capital gains incentive fees of $(10.5) million and $2.8 million, respectively, none of which was payable under the Investment Advisory Agreement.

Administration Agreement

On October 5, 2020, the Company entered into an administration agreement (the “Administration Agreement”) with the Administrator. Under the terms of the Administration Agreement, the Administrator provides, or oversees the performance of, administrative and compliance services, including, but not limited to, maintaining financial records, overseeing the calculation of NAV, compliance monitoring (including diligence and oversight of the Company’s other service providers), preparing reports to shareholders and reports filed with the U.S. Securities and Exchange Commission (the “SEC”) and other regulators, preparing materials and coordinating meetings of the Company’s Board, managing the payment of expenses, the payment of receipt of funds for investments and the performance of administrative and professional services rendered by others and providing office space, equipment and office services. The Company will reimburse the Administrator for the costs and expenses incurred by the Administrator in performing its obligations under the Administration Agreement. Such reimbursement will include the Company’s allocable portion of compensation, overhead (including rent, office equipment and utilities) and other expenses incurred by the Administrator in performing its administrative obligations under the Administration Agreement, including but not limited to: (i) the Company’s chief compliance officer, chief financial officer and their respective staffs; (ii) investor relations, legal, operations and other non-investment professionals at the Administrator that perform duties for the Company; and (iii) any internal audit group personnel of Blackstone or any of its affiliates, subject to the limitations described in Investment Advisory and Administration Agreements. In addition, pursuant to the terms of the Administration Agreement, the Administrator may delegate its obligations under the Administration Agreement to an affiliate or to a third party and the Company will reimburse the Administrator for any services performed for the Company by such affiliate or third party. The Administrator hired a sub-administrator to assist in the provision of administrative services. The sub-administrator will receive compensation for its sub-administrative services under a sub-administration agreement.

Unless earlier terminated as described below, the Administration Agreement is effective for an initial two-year term and will remain in effect from year-to-year thereafter if approved annually by a majority of the Board or by the holders of a majority of the Company’s outstanding voting securities and, in each case, a majority of the independent trustees. The Company may terminate the Administration Agreement, without payment of any penalty, upon 60 days’ written notice. The Investment Advisory Agreement will automatically terminate in the event of its assignment within the meaning of the 1940 Act and related SEC guidance and interpretations.

For the three months ended March 31, 2022 and 2021, the Company incurred $1.2 million and $0.3 million, respectively, in expenses under the Administration Agreement, which were recorded in “administrative service expenses” in the Company’s Consolidated Statements of Operations. As of March 31, 2022 and December 31, 2021, $1.2 million and $1.2 million, respectively, was unpaid and included in “due to affiliates” in the Consolidated Statements of Assets and Liabilities, respectively.

Sub-Administration Agreement

On October 5, 2020, the Administrator entered into a sub-administration agreement (the “Sub Administration Agreement”) with State Street Bank and Trust Company. The sub-administrator will receive compensation for its sub-administrative services under the Sub-Administration Agreement.

Intermediary Manager Agreement

On October 5, 2020, the Company entered into an intermediary manager agreement (the “Intermediary Manager Agreement”) with Blackstone Securities Partners L.P. (the “Intermediary Manager”), an affiliate of the Adviser. Pursuant to the Intermediary Manager Agreement, no upfront transaction fee will be paid with respect to Class S shares, Class D shares or

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Class I shares, however, if shareholders purchase Class S shares or Class D shares through certain financial intermediaries, they may directly charge shareholders transaction or other fees, including upfront placement fees or brokerage commissions, in such amount as they may determine, provided that selling agents limit such charges to a 1.5% cap on NAV for Class D shares and 3.5% cap on NAV for Class S shares. Under the terms of the Intermediary Manager Agreement, the Intermediary Manager will serve as the intermediary manager for the Company’s public offering of its common shares. The Intermediary Manager will be entitled to receive shareholder servicing and/or distribution fees monthly in arrears at an annual rate of 0.85% and 0.25% of the value of the Company’s net assets attributable to Class S and Class D shares, respectively, as of the beginning of the first calendar day of the month. No shareholder servicing and/or distribution fees will be paid with respect to Class I. The shareholder servicing and/or distribution fees will be payable to the Intermediary Manager, but the Intermediary Manager anticipates that all or a portion of the shareholder servicing fees and/or distribution fees will be retained by, or reallowed (paid) to, participating brokers.

The Company will cease paying the shareholder servicing and/or distribution fees on the Class S shares and Class D shares on the earlier to occur of the following: (i) a listing of Class I shares, (ii) a merger or consolidation with or into another entity, or the sale or other disposition of all or substantially all of the Company’s assets or (iii) the date following the completion of the primary portion of the offering on which, in the aggregate, underwriting compensation from all sources in connection with the offering, including the shareholder servicing and/or distribution fees and other underwriting compensation, is equal to 10% of the gross proceeds from the primary offering. In addition, consistent with the exemptive relief allowing the Company to offer multiple classes of shares, at the end of the month in which the Intermediary Manager in conjunction with the transfer agent determines that total transaction or other fees, including upfront placement fees or brokerage commissions, and shareholder servicing and/or distribution fees paid with respect to the shares held in a shareholder’s account would exceed, in the aggregate, 10% of the gross proceeds from the sale of such shares (or a lower limit as determined by the Intermediary Manager or the applicable selling agent), the Company will cease paying the shareholder servicing and/or distribution fee on the Class S shares and Class D shares in such shareholder’s account. Compensation paid with respect to the shares in a shareholder’s account will be allocated among each share such that the compensation paid with respect to each individual share will not exceed 10% of the offering price of such share. The Company may modify this requirement in a manner that is consistent with applicable exemptive relief. At the end of such month, the Class S shares or Class D shares in such shareholder’s account will convert into a number of Class I shares (including any fractional shares), with an equivalent aggregate NAV as such Class S or Class D shares.

The Intermediary Manager is a broker-dealer registered with the SEC and is a member of the Financial Industry Regulatory Authority (“FINRA”).

The Intermediary Manager Agreement may be terminated at any time, without the payment of any penalty, by vote of a majority of the Company’s trustees who are not “interested persons”, as defined in the 1940 Act, of the Company and who have no direct or indirect financial interest in the operation of the Company’s distribution plan or the Intermediary Manager Agreement or by vote a majority of the outstanding voting securities of the Company, on not more than 60 days’ written notice to the Intermediary Manager or the Adviser. The Intermediary Manager Agreement will automatically terminate in the event of its assignment, as defined in the 1940 Act.

Distribution and Servicing Plan

On October 5, 2020, the Board approved a distribution and servicing plan (the “Distribution and Servicing Plan”). The following table shows the shareholder servicing and/or distribution fees the Company pays the Intermediary Manager with respect to the Class S, Class D and Class I on an annualized basis as a percentage of the Company’s NAV for such class.

			Shareholder Servicing and/or Distribution Fee as a % of NAV
Class S shares			0.85		%
Class D shares			0.25		%
Class I shares			—

The shareholder servicing and/or distribution fees is paid monthly in arrears, calculated using the NAV of the applicable class as of the beginning of the first calendar day of the month and subject to FINRA and other limitations on underwriting compensation.

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The Intermediary Manager will reallow (pay) all or a portion of the shareholder servicing and/or distribution fees to participating brokers and servicing brokers for ongoing shareholder services performed by such brokers, and will waive shareholder servicing and/or distribution fees to the extent a broker is not eligible to receive it for failure to provide such services. Because the shareholder servicing and/or distribution fees with respect to Class S shares and Class D shares are calculated based on the aggregate NAV for all of the outstanding shares of each such class, it reduces the NAV with respect to all shares of each such class, including shares issued under the Company’s distribution reinvestment plan.

Eligibility to receive the shareholder servicing and/or distribution fee is conditioned on a broker providing the following ongoing services with respect to the Class S or Class D shares: assistance with recordkeeping, answering investor inquiries regarding the Company, including regarding distribution payments and reinvestments, helping investors understand their investments upon their request, and assistance with share repurchase requests. If the applicable broker is not eligible to receive the shareholder servicing and/or distribution fee due to failure to provide these services, the Intermediary Manager will waive the shareholder servicing fee and/or distribution that broker would have otherwise been eligible to receive. The shareholder servicing and/or distribution fees are ongoing fees that are not paid at the time of purchase.

For the three months ended March 31, 2022 and 2021, the Company accrued distribution and shareholder servicing fees of $9.5 million and $0.4 million, which were attributable to Class S shares, respectively. For the three months ended March 31, 2022 and 2021, the Company accrued distribution and shareholder servicing fees of $0.4 million and $0.0 million, which were attributable to Class D shares, respectively.

Expense Support and Conditional Reimbursement Agreement

On October 5, 2020, the Company entered into an expense support and conditional reimbursement agreement (the “Expense Support Agreement”) with the Adviser. The Adviser may elect to pay certain Company expenses on the Company’s behalf (each, an “Expense Payment”), provided that no portion of the payment will be used to pay any interest expense or shareholder servicing and/or distribution fees of the Company. Any Expense Payment that the Adviser has committed to pay must be paid by the Adviser to the Company 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 Company to the Adviser or its affiliates.

Following any calendar month in which Available Operating Funds (as defined below) exceed the cumulative distributions accrued to the Company’s shareholders based on distributions declared with respect to record dates occurring in such calendar month (the amount of such excess being hereinafter referred to as “Excess Operating Funds”), the Company shall pay such Excess Operating Funds, or a portion thereof, 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 month have been reimbursed. Any payments required to be made by the Company shall be referred to herein as a “Reimbursement Payment.” “Available Operating Funds” means the sum of (i) the Company’s net investment company taxable income (including net short-term capital gains reduced by net long-term capital losses), (ii) the Company’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 Company 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).

The Company’s obligation to make a Reimbursement Payment shall automatically become a liability of the Company on the last business day of the applicable calendar month, except to the extent the Adviser has waived its right to receive such payment for the applicable month.

The following table presents a summary of Expense Payments and the related Reimbursement Payments since the Company's commencement of operations:

For the Month Ended						Expense Payments by Adviser						Reimbursement Payments to Adviser						Unreimbursed Expense Payments
January 31, 2021						$	1,608					$	—					$	1,608
February 28, 2021						591						—						591
Total						$	2,199					$	—					$	2,199

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For the three months ended March 31, 2022 and 2021, the Adviser made Expense Payments in the amount of $0.0 million and $2.2 million, respectively. For the three months ended March 31, 2022 and 2021, there were Reimbursement Payments made to the Adviser.

Escrow Agreement

On October 5, 2020, the Company entered into an escrow agreement (the “Escrow Agreement”) with UMB Bank, N.A. The Company received purchase orders and held investors’ funds in an interest-bearing escrow account until it received purchase orders for at least $100 million (excluding any shares purchased by the Adviser, its affiliates and the Company’s trustees and officers but including any shares purchased in any private offerings), and the Board has authorized the release of the escrowed purchase order proceeds to the Company, which occurred on January 7, 2021.

Controlled/Affiliated Portfolio Companies

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 and/or has the power to exercise control over the management or policies of such portfolio company 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 has the power to exercise control over the management or policies of such portfolio company as investments in “controlled” companies. Under the 1940 Act, “non-affiliated investments” are defined as investments that are neither controlled investments nor affiliated investments. 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 Schedule of Investments.

The Company has made investments in controlled/affiliated companies, including BCRED Emerald JV (“JV”) and Specialty Lending Company (“SLC”). For further description of the JV, see “Note 10. BCRED Emerald JV”. On October 11, 2021, a wholly-owned subsidiary of the Company and a third-party investor entered into a limited liability company agreement with respect to a controlled/affiliated operating company, SLC. SLC is a specialty finance company focused on investing in consumer credit and is led by a management team with deep expertise in the consumer finance industry. The investment in SLC allows the Company to gain exposure to a different asset class than its core investing focus of senior secured lending to private U.S. companies. At the time of the transaction, the wholly-owned subsidiary of the Company and the third-party investor each committed $315 million and $35 million, respectively, to SLC. The Company does not consolidate its equity interest in SLC.

Note 4. Investments

The composition of the Company’s investment portfolio at cost and fair value was as follows:

			March 31, 2022																		December 31, 2021
			Cost						Fair Value						% of Total Investments at Fair Value						Cost						Fair Value						% of Total Investments at Fair Value
First lien debt			$	34,014,336					$	33,999,054					90.00		%				$	28,076,107					$	28,143,451					91.39		%
Second lien debt			2,114,884						2,113,723						5.60						1,799,656						1,813,872						5.89
Unsecured debt			27,500						26,088						0.07						6,061						5,842						0.02
Structured finance investments			341,529						332,554						0.88						287,275						286,610						0.93
Investment in joint venture			733,404						738,201						1.95						—						—						—
Equity investments(1)			544,968						567,854						1.50						528,924						545,918						1.77
Total			$	37,776,621					$	37,777,474					100.00		%				$	30,698,023					$	30,795,693					100.00		%

(1)Includes equity investment in SLC.

The industry composition of investments at fair value was as follows:

			March 31, 2022						December 31, 2021
Aerospace & Defense			1.51		%				1.14		%

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Air Freight & Logistics			2.87						2.94
Airlines			0.11						0.10
Auto Components			0.28						0.28
Beverages			0.21						0.10
Building Products			2.29						2.89
Capital Markets			0.62						0.52
Chemicals			0.81						0.63
Commercial Services & Supplies			5.34						5.50
Construction Materials			0.12						0.08
Construction & Engineering			0.92						1.08
Containers & Packaging			1.26						0.78
Distributors			0.83						0.99
Diversified Consumer Services			3.87						4.36
Diversified Financial Services (1)			2.95						3.33
Diversified Telecommunication Services			0.60						0.65
Electrical Equipment			2.03						2.45
Electronic Equipment, Instruments & Components			0.32						0.32
Electric Utilities			0.13						0.16
Energy Equipment & Services			0.11						0.14
Entertainment			0.14						0.09
Food Products			0.10						0.12
Health Care Equipment & Supplies			1.71						1.77
Health Care Providers & Services			11.70						11.34
Health Care Technology			1.45						1.58
Hotels, Restaurants & Leisure			1.00						0.54
Household Durables			0.37						0.30
Industrial Conglomerates			0.68						0.54
Insurance			4.26						4.40
Interactive Media & Services			0.38						0.24
Internet & Direct Marketing Retail			3.19						2.52
IT Services			5.03						5.74
Investment in Joint Venture			1.95						—
Leisure Products			0.29						0.35
Life Sciences Tools & Services			0.82						0.93
Machinery			0.19						0.34
Marine			0.59						0.72
Media			0.44						0.35
Metals & Mining			0.18						0.16
Oil, Gas & Consumable Fuels			0.37						0.18
Paper & Forest Products			0.30						0.37
Personal Products			0.10						—
Pharmaceuticals			0.82						0.25
Professional Services			12.96						14.27
Real Estate Management & Development			0.61						0.76
Road & Rail			0.21						0.25
Software			18.69						18.61
Specialty Retail			0.45						0.46
Technology Hardware, Storage & Peripherals			0.17						0.20
Textiles, Apparel & Luxury Goods			0.09						0.11
Trading Companies & Distributors			1.14						0.88
Transportation Infrastructure			2.32						3.10
Wireless Telecommunication Services			0.12						0.09
Total			100.00		%				100.00		%

(1)Includes equity investment in SLC.

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The geographic composition of investments at cost and fair value was as follows:

			March 31, 2022
			Cost						Fair Value						% of Total Investments at Fair Value						Fair Value as % of Net Assets
United States			$	35,378,157					$	35,398,946					93.70		%				197.73		%
Europe			1,522,952						1,509,811						4.00						8.43
Canada			532,893						535,551						1.42						2.99
Cayman Islands			342,619						333,166						0.88						1.86
Total			$	37,776,621					$	37,777,474					100.00		%				211.01		%

			December 31, 2021
			Cost						Fair Value						% of Total Investments at Fair Value						Fair Value as % of Net Assets
United States			$	28,955,027					$	29,050,466					94.32		%				226.00		%
Europe			1,190,619						1,190,884						3.87						9.26
Canada			267,830						270,342						0.88						2.10
Cayman Islands			279,365						278,788						0.91						2.17
Australia			5,182						5,213						0.02						0.04
Total			$	30,698,023					$	30,795,693					100.00		%				239.57		%

As of March 31, 2022 and December 31, 2021, no loans in the portfolio were on non-accrual status.

As of March 31, 2022 and December 31, 2021, on a fair value basis, approximately 99.6% and 99.6%, respectively, of our performing debt investments bore interest at a floating rate and approximately 0.4% and 0.4%, respectively, of our performing debt investments bore interest at a fixed rate.

Note 5. Fair Value Measurements and Derivative Instruments

The fair value of a financial instrument is the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the applicable measurement date.  

The fair value hierarchy under ASC 820 prioritizes the inputs to valuation methodology used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). The levels used for classifying investments are not necessarily an indication of the risk associated with investing in these securities. The three levels of the fair value hierarchy are as follows:

•Level 1: Inputs to the valuation methodology are quoted prices available in active markets for identical instruments as of the reporting date. The types of financial instruments included in Level 1 include unrestricted securities, including equities and derivatives, listed in active markets.

•Level 2:  Inputs to the valuation methodology are other than quoted prices in active markets, which are either directly or indirectly observable as of the reporting date. The types of financial instruments in this category include less liquid and restricted securities listed in active markets, securities traded in other than active markets, government and agency securities and certain over-the-counter derivatives where the fair value is based on observable inputs.

•Level 3:  Inputs to the valuation methodology are unobservable and significant to overall fair value measurement. The inputs into the determination of fair value require significant management judgment or estimation. Financial instruments that are included in this category include debt and equity investments in privately held entities, collateralized loan obligations (“CLOs”) and certain over-the-counter derivatives where the fair value is based on unobservable inputs.

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In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, an investment’s level within the fair value hierarchy is based on the lowest level of input that is significant to the overall fair value measurement. The Adviser’s assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment, and considers factors specific to the investment.  Transfers between levels, if any, are recognized at the beginning of the quarter in which the transfer occurs.

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 820.  Consistent with the valuation policy, the Company evaluates the source of the 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 an investment is valued based on prices provided by reputable dealers or pricing services (that is, broker quotes), the Company subjects those prices to various criteria in making the determination as to whether a particular investment would qualify for treatment as a Level 2 or Level 3 investment.

In the absence of independent, reliable market quotes, an enterprise value analysis is typically performed to determine the value of equity investments, control debt investments and non-control debt investments that are credit-impaired, and to determine if debt investments are credit impaired.  Enterprise value (“EV”) means the entire value of the portfolio company to a market participant, including the sum of the values of debt and equity securities used to capitalize the enterprise at a point in time.  When an investment is valued using an EV analysis, the EV of a portfolio company is first determined and allocated over the portfolio company’s securities in order of their preference relative to one another (i.e. “waterfall” allocation).  

If debt investments are credit-impaired, which occurs when there is insufficient coverage under the EV analysis through the respective investment’s position in the capital structure, the Adviser uses the enterprise value “waterfall” approach or a recovery method (if a liquidation or restructuring is deemed likely) to determine fair value.  For debt investments that are not determined to be credit-impaired, the Adviser uses a market interest rate yield analysis (discussed below) to determine fair value.

The Adviser will generally utilize approaches including the market approach, the income approach or both approaches, as appropriate, when calculating EV.  The primary method for determining EV for non-control investments, and control investments without reliable projections, uses a multiple analysis whereby appropriate multiples are applied to the portfolio company’s earnings before interest, taxes, depreciation and amortization (“EBITDA”) or another key financial metric (e.g. such as revenues, cash flows or net income) (“Performance Multiple”).  Performance Multiples are typically determined based upon a review of publicly traded comparable companies and market comparable transactions, if any.  The second method for determining EV (and primary method for control investments with reliable projections) uses a discounted cash flow analysis whereby future expected cash flows and the anticipated terminal value of the portfolio company are discounted to determine a present value using estimated discount rates.  The income approach is generally used when the Adviser has visibility into the long term projected cash flows of a portfolio company, which is more common with control investments.  

Subsequently, for non-control debt investments that are not credit-impaired, and where there is an absence of available market quotations, fair value is determined using a yield analysis. To determine fair value using a yield analysis, the expected cash flows are projected based on the contractual terms of the debt security and discounted back to the measurement date based on a market yield.  A market yield is determined based upon an assessment of current and expected market yields for similar investments and risk profiles.  The Company considers the current contractual interest rate, the maturity and other terms of the investment relative to risk of the company and the specific investment. A key determinant of risk, among other things, is the leverage through the investment relative to the enterprise value of the portfolio company. As debt investments held by the Company are substantially illiquid with no active transaction market, the Company depends on primary market data, including newly funded transactions, as well as secondary market data with respect to high yield debt instruments and syndicated loans, as inputs in determining the appropriate market yield, as applicable.  The fair value of loans with call protection is generally capped at par plus applicable prepayment premium in effect at the measurement date.  

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The following table presents the fair value hierarchy of financial instruments:

			March 31, 2022
			Level 1						Level 2						Level 3						Total
First lien debt			$	—					$	8,246,171					$	25,752,883					$	33,999,054
Second lien debt			—						1,157,449						956,274						2,113,723
Unsecured debt			—						26,088						—						26,088
Structured finance obligations			—						78,828						253,726						332,554
Equity investments (1)			—						—						567,854						567,854
Total investments			—						9,508,536						27,530,737						37,039,273
Investments measured at NAV(2)			—						—						—						738,201
Total			$	—					$	9,508,536					$	27,530,737					$	37,777,474

			December 31, 2021
			Level 1						Level 2						Level 3						Total
First lien debt			$	—					$	5,096,942					$	23,046,509					$	28,143,451
Second lien debt			—						1,013,739						800,133						1,813,872
Unsecured debt			—						5,842						—						5,842
Structured finance obligations			—						81,018						205,592						286,610
Equity investments(1)			—						—						545,918						545,918
Total investments			$	—					$	6,197,541					$	24,598,152					$	30,795,693

(1)Includes equity investment in SLC

(2)Includes equity investment in Joint Venture (refer to Note 10)

The following table presents change in the fair value of financial instruments for which Level 3 inputs were used to determine the fair value:

			Three Months Ended March 31, 2022
			First Lien  Debt						Second Lien  Debt						Structured Finance Investments						Equity						Total Investments
Fair value, beginning of period			$	23,046,509					$	800,133					$	205,592					$	545,918					$	24,598,152
Purchases of investments			3,045,406						152,844						54,225						38,670						3,291,145
Proceeds from principal repayments and sales of investments			(335,584)						(50)						—						(22,769)						(358,403)
Accretion of discount/amortization of premium			20,606						502						21						—						21,129
Net realized gain (loss)			961						23						—						144						1,128
Net change in unrealized appreciation (depreciation)			(5,515)						210						(6,112)						5,891						(5,526)
Transfers into Level 3 (1)			229,362						61,765						—						—						291,127
Transfers out of Level 3 (1)			(248,862)						(59,153)						—						—						(308,015)
Fair value, end of period			$	25,752,883					$	956,274					$	253,726					$	567,854					$	27,530,737
Net change in unrealized appreciation (depreciation) included in earnings related to financial instruments still held as of March 31, 2022 included in net unrealized appreciation (depreciation) on the Consolidated Statements of Operations			$	(3,352)					$	(2,491)					$	(5,408)					$	5,891					$	(5,360)

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			Three Months Ended March 31, 2021
			First Lien  Debt						Second Lien  Debt						Equity						Total Investments						Forward Purchase Obligation
Fair value, beginning of period			$	—					$	—					$	—					$	—					$	—
Purchases of investments			2,576,285						175,408						7,360						2,759,053						—
Proceeds from principal repayments and sales of investments			(20,023)						—						—						(20,023)						(1,461)
Accretion of discount/amortization of premium			1,392						11						—						1,403						—
Net realized gain (loss)			(15)						—						—						(15)						1,461
Net change in unrealized appreciation (depreciation)			8,926						4,169						—						13,095						1,910
Fair value, end of period			$	2,566,565					$	179,588					$	7,360					$	2,753,513					$	1,910
Net change in unrealized appreciation (depreciation) included in earnings related to financial instruments still held as of March 31, 2021 included in net unrealized appreciation (depreciation) on the Consolidated Statements of Operations			$	8,926					$	4,169					$	—					$	13,095					$	1,910

(1)For the three months ended March 31, 2022 and 2021, there were no transfers into or out of Level 3.

The following table presents quantitative information about the significant unobservable inputs of the Company’s Level 3 financial instruments. The table is not intended to be all-inclusive but instead captures the significant unobservable inputs relevant to the Company’s determination of fair value.

			March 31, 2022
																					Range
			Fair Value						Valuation Technique						Unobservable Input						Low						High						Weighted Average (1)
Investments in first lien debt			$	24,626,140					Yield analysis						Discount rate						5.30		%				10.16		%				8.28		%
			1,126,743						Market quotations						Broker quoted price						92.00						101.00						98.79
			25,752,883
Investments in second lien debt			615,853						Yield analysis						Discount rate						8.84		%				12.91		%				10.00		%
			340,421						Market quotations						Broker quoted price						97.00						101.50						99.16
			956,274
Investments in structured finance			253,726						Market quotations						Broker quoted price						93.24						100.00						96.69
Investments in equity			113,953						Market approach						Performance multiple						7.50x						31.28x						20.09x
			10,726						Option pricing model						Expected volatility						49.00		%				49.00		%				49.00		%
			253,275						Yield analysis						Discount rate						10.86		%				12.37		%				11.63		%
			189,900						Recent transaction						Transaction price						100.00		%				100.00		%				100.00		%
			567,854
Total			$	27,530,737

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			December 31, 2021
																					Range
			Fair Value						Valuation Technique						Unobservable Input						Low						High						Weighted Average (1)
Investments in first lien debt			$	22,414,991					Yield analysis						Discount rate						4.68		%				10.34		%				7.40		%
			631,518						Market quotations						Broker quoted price						98.00						100.25						99.49
			23,046,509
Investments in second lien debt			400,584						Yield analysis						Discount rate						8.15		%				13.04		%				9.98		%
			399,549						Market quotations						Broker quoted price						98.00						101.50						99.07
			800,133
Investments in structured finance			205,592						Market quotations						Broker quoted price						96.69						100.00						99.23
Investments in equity			74,022						Market approach						Performance multiple						7.25x						31.28x						21.38x
			22,722						Option pricing model						Expected volatility						30.00		%				49.00		%				38.24		%
			236,774						Yield analysis						Discount rate						10.89		%				12.19		%				11.50		%
			212,400						Recent transaction						Transaction price						100.00		%				100.00		%				100.00		%
			545,918
Total			$	24,598,152

(1)Weighted averages are calculated based on fair value of investments.

The significant unobservable input used in the yield analysis is the discount rate based on comparable market yields. The significant unobservable input used for market quotations are broker quoted prices provided by independent pricing services. The significant unobservable input used under the market approach is the performance multiple. Significant increases in discount rates would result in a significantly lower fair value measurement. Significant decreases in quoted prices or performance multiples would result in a significantly lower fair value measurement.

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 the Company’s 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 the Company may ultimately realize. Further, such investments are generally subject to legal and other restrictions on resale or otherwise are less liquid than publicly traded securities. If the Company was required to liquidate a portfolio investment in a forced or liquidation sale, it could realize significantly less than the value at which the Company has recorded it. In addition, changes in the market environment 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 in the valuations currently assigned.

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Derivatives

Certain information related to the Company’s derivative instruments as of March 31, 2022 and December 31, 2021 is presented below.

			March 31, 2022
			Level 1						Level 2						Level 3						Total Fair Value						Notional
Derivative Assets
Foreign currency forward contract			$	—					$	—					$	—					$	—					$	—
Interest rate swaps			—						4,612						—						4,612						1,250,000
Gross Fair Value			—						4,612						—						4,612						1,250,000
									Counterparty Netting												(4,175)
									Net Fair Value												$	437
Derivative Liabilities
Foreign currency forward contract			$	—					$	(11,957)					$	—					$	(11,957)					$	469,057
Interest rate swaps			—						(34,276)						—						(34,276)						2,700,000
Gross Fair Value			—						(46,233)						—						(46,233)						3,169,057
									Counterparty Netting												4,175
									Net Fair Value												(42,058)
Total Fair Value																					$	(41,621)

December 31, 2021

Level 1

Level 2

Level 3

Total Fair Value

Notional

Derivative Assets

Foreign currency forward contract

—

—

1,505

1,505

423,123

Net fair value of derivative assets are included in the Statements of Financial Condition as other assets. Net fair value of derivative liabilities are included in the Statements of Financial Condition as Accrued expenses and other liabilities. In the above table all foreign currency derivatives are not designated in hedge relationships. All interest rate swaps are designated in fair value hedge relationships.

As of December 31, 2021, there were no derivative liabilities and no counterparty netting was applied.

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Financial Instruments Not Carried at Fair Value

Debt

			March 31, 2022												December 31, 2021
			Net Carrying Value(1)(3)						Fair Value						Net Carrying Value(1)(3)						Fair Value
Bard Peak Funding Facility			$	679,000					$	679,000					$	879,000					$	879,000
Castle Peak Funding Facility			1,170,753						1,170,753						1,171,809						1,171,809
Maroon Peak Funding Facility			800,000						800,000						483,952						483,952
Summit Peak Funding Facility			781,742						781,742						1,643,154						1,643,154
Denali Peak Funding Facility			506,400						506,400						668,400						668,400
Bushnell Peak Funding Facility			395,500						395,500						395,500						395,500
Granite Peak Funding Facility			198,000						198,000						248,000						248,000
Middle Peak Funding Facility			720,550						720,550						799,550						799,550
Bison Peak Funding Facility			1,200,000						1,200,000						1,320,800						1,320,800
Blanca Peak Funding Facility			892,800						892,800						892,800						892,800
Windom Peak Funding Facility			764,187						764,187						989,759						989,759
Monarch Peak Funding Facility			513,400						513,400						567,400						567,400
Revolving Credit Facility			636,621						636,621						1,144,422						1,144,422
June 2024 Notes			425,611						428,502						431,854						431,738
June 2026 Notes			397,115						376,360						396,952						390,400
September 2024 Notes			356,155						359,059						361,805						359,232
December 2026 Notes			1,231,423						1,253,402						1,227,844						1,218,850
November 2026 Eurobonds (2)			546,898						508,841						563,695						564,473
November 2024 Notes			487,496						491,358						496,054						499,946
March 2027 Notes			987,407						918,044						987,298						1,010,942
January 2025 Notes			486,844						490,752						—						—
January 2029 Notes			638,775						602,420						—						—
March 2025 Notes			892,040						913,514						—						—
2021-1 BSL Debt			661,930						662,129						661,910						663,148
2021-2 Debt			504,157						503,016						504,124						505,750
MML 2021-1 Debt			685,778						690,000						685,696						690,000
MML 2022-1 Debt			753,548						759,000						—						—
Short-Term Borrowings			759,125						759,125						718,156						718,156
Total			$	19,073,255					$	18,974,475					$	18,239,934					$	18,257,181

(1)The carrying value of the Company's June 2024 Notes, June 2026 Notes, September 2024 Notes, December 2026 Notes, November 2026 Eurobonds, November 2024 Notes, March 2027 Notes, January 2025 Notes, January 2029 Notes and March 2025 Notes are presented net of unamortized debt issuance costs of $2.9 million, $2.9 million, $2.9 million, $22.0 million, $6.6 million, $3.9 million, $12.6 million, $3.9 million, $11.2 million and $8.0 million, respectively, as of March 31, 2022. The carrying value of the Company's June 2024 Notes, September 2024 Notes, June 2026 Notes, December 2026 Notes, November 2026 Eurobonds, November 2024 Notes and March 2027 Notes are presented net of unamortized debt issuance costs of $3.1 million, $3.2 million, $3.0 million, $22.2 million, $6.3 million, $3.9 million and $12.7 million, respectively, as of December, 31 2021.

(2)The 2026 Eurobonds are denominated in Euros and were converted from local currency (EUR) to U.S. Dollars at the time of the transaction.

(3)The carrying value of the Company’s 2021-1 BSL Debt, 2021-2 Debt, MML 2021-1 Debt and MML 2022-1 Debt is presented net of unamortized debt issuance costs of $1.1 million, $1.6 million, $4.2 million and $5.5 million as of March 31, 2022. The carrying value of the Company’s 2021-1 BSL Debt, 2021-2 Debt and MML 2021-1 Debt is presented net of unamortized debt issuance costs of $1.1 million, $1.7 million and $4.3 million as of December 31, 2021.

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The following table presents fair value measurements of the Company’s debt obligations as of March 31, 2022 and December 31, 2021:

			March 31, 2022						December 31, 2021
Level 1			$	—					$	—
Level 2			5,537,390						3,653,442
Level 3			13,437,085						14,603,739
Total debt			$	18,974,475					$	18,257,181

Financial Instruments Not Carried at Fair Value

As of March 31, 2022 and 2021, the carrying amounts of the Company’s assets and liabilities, other than investments at fair value and debt, approximate fair value due to their short maturities.

The carrying amounts of the Company’s financial assets and liabilities, other than investments at fair value and the forward purchase obligation, approximate fair value. These financial instruments are categorized as Level 3 within the hierarchy.

Note 6. Borrowings

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 March 31, 2022 and December 31, 2021, the Company’s asset coverage was 193.4% and 170.2%.

SPV Financing Facilities

The following wholly-owned subsidiaries of the Company have entered into secured financing facilities, as described below: Bard Peak Funding, Castle Peak Funding, Maroon Peak Funding, Summit Peak Funding, Denali Peak Funding, Bushnell Peak Funding, Granite Peak Funding, Middle Peak Funding, Bison Peak Funding, Blanca Peak Funding, Monarch Peak and Windom Peak Funding, which are collectively referred to as the “SPVs”, and the secured financing facilities described below are collectively referred to as the “SPV Financing Facilities”.

The obligations of each SPV to the lenders under the applicable SPV Financing Facility are secured by a first priority security interest in all of the applicable SPV’s portfolio investments and cash. The obligations of each SPV under the applicable SPV Financing Facility are non-recourse to the Company, and the Company’s exposure to the credit facility is limited to the value of its investment in the applicable SPV.

In connection with the SPV Financing Facilities, the applicable SPV has made certain customary representations and warranties and is required to comply with various covenants, reporting requirements and other customary requirements for similar facilities. Each SPV Financing Facility contains customary events of default for similar financing transactions, including if a change of control of the applicable SPV occurs. Upon the occurrence and during the continuation of an event of default, the lenders under the applicable SPV Financing Facility may declare the outstanding advances and all other obligations under the applicable SPV Financing Facility immediately due and payable. The occurrence of an event of default (as described above) triggers a requirement that the applicable SPV obtain the consent of the lenders under the applicable SPV Financing Facility prior to entering into any sale or disposition with respect to portfolio investments.

As of March 31, 2022 and December 31, 2021, the Company was in compliance with all covenants and other requirements of the SPV Financing Facilities.

Bard Peak Funding Facility

On March 15, 2021, Bard Peak Funding, a wholly-owned subsidiary of the Company, entered into a senior secured revolving credit facility (the “Bard Peak Funding Facility”) with BNP Paribas (“BNPP”). BNPP serves as administrative agent, Wells Fargo Bank, National Association, serves as collateral agent, and the Company serves as servicer under the Bard Peak Funding Facility.

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Advances under the Bard Peak Funding Facility initially bear interest at a per annum rate equal to the three-month LIBOR in effect, plus an applicable margin of 1.55% to 2.15% per annum depending on the nature of the advances being requested under the credit facility. After March 15, 2024, the applicable margin on all outstanding advances will be 3.15% per annum. Effective July 15, 2021, Bard Peak Funding will pay a commitment fee of 0.90% per annum if the unused facility amount is greater than 50% or 0.35% per annum if the unused facility amount is less than or equal to 50% and greater than 25%, based on the average daily unused amount of the financing commitments until March 15, 2024, in addition to certain other fees as agreed between Bard Peak Funding and BNPP.

The initial principal amount of the commitments under the Bard Peak Funding Facility was $600 million. Effective July 23, 2021, October 29, 2021, November 18, 2021 and December 15, 2021, the maximum commitment amount of the Bard Peak Funding Facility was $1,000 million, $1,500 million, $1,950 million and $1,650 million, respectively. Proceeds from borrowings under the credit facility may be used to fund portfolio investments by Bard Peak Funding and to make advances under delayed draw term loans and revolving loans where Bard Peak Funding is a lender. The period during which Bard Peak Funding may make borrowings under the Bard Peak Funding Facility expires on March 15, 2024, and the Bard Peak Funding Facility will mature and all amounts outstanding under credit facility must be repaid by March 15, 2026.

On March 15, 2021, concurrent with the closing of the Bard Peak Funding Facility, Maple Park (as defined in Note 7) merged with and into Bard Peak Funding (the “Merger”) pursuant to an Agreement and Plan of Merger, with Bard Peak Funding the surviving entity of the Merger.

Upon consummation of the Merger, Bard Peak Funding used the proceeds of borrowings under the Bard Peak Funding Facility to repay in full all outstanding indebtedness under the Syndicated Warehouse (as defined in Note 7); and to redeem in full the Subordinated Notes (as defined in Note 7).

Castle Peak Funding Facility

On January 8, 2021, Castle Peak Funding entered into a senior secured revolving credit facility (the “Castle Peak Funding Facility”) with Citibank, N.A. (“Citi”). Citi serves as administrative agent, Wilmington Trust, National Association, serves as collateral agent, custodian and collateral administrator and the Company serves as collateral manager under the Castle Peak Funding Facility.

Advances used to finance the purchase or origination of broadly syndicated loans under the Castle Peak Funding Facility initially bear interest at a per annum rate equal to the three-month LIBOR, plus the applicable margin of 1.50% per annum. Advances used to finance the purchase or origination of middle market loans under the Castle Peak Funding Facility initially bear interest at a per annum rate equal to LIBOR plus the applicable margin of 2.00% per annum. After January 8, 2024, the applicable margin on outstanding advances will be increased by 1.00% per annum. Castle Peak Funding pays a commitment fee of 1.85% per annum if the unused facility amount is greater than 30% or 0.50% per annum if the unused facility amount is less than or equal to 30% and greater than 10%, based on the average daily unused amount of the financing commitments until January 8, 2024, in addition to certain other fees as agreed between Castle Peak Funding and Citi.

The initial principal amount of the Castle Peak Funding Facility was $200 million. Effective March 15, 2021, July 15, 2021 and December 21, 2021, the maximum commitment amount of the revolving credit commitments under the credit facility was $800 million, $1,300 million and $1,600 million, respectively. Proceeds from borrowings under the Castle Peak Funding Facility may be used to fund portfolio investments by Castle Peak Funding and to make advances under revolving loans or delayed draw term loans where Castle Peak Funding is a lender. The period during which Castle Peak Funding may make borrowings under the Castle Peak Funding Facility expires on January 8, 2024, and the Castle Peak Funding Facility will mature and all amounts outstanding under the credit facility must be repaid by January 8, 2026.

Maroon Peak Funding Facility

On January 28, 2021, Maroon Peak Funding entered into a senior secured revolving credit facility (the “Maroon Peak Funding Facility”) with Morgan Stanley Bank, N.A. (“MS”). Morgan Stanley Senior Funding, Inc. serves as administrative agent , U.S. Bank National Association, serves as collateral agent and the Company serves as collateral manager under the Maroon Peak Funding Facility.

Advances may be used to finance the purchase or origination of broadly syndicated loans under the Maroon Peak Funding Facility and initially bear interest at a per annum rate equal to the three-month LIBOR then in effect plus the applicable spread of 1.30% per annum. After January 28, 2022, the applicable spread on outstanding advances will increase to 2.00% per

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annum. Effective July 28, 2021, Maroon Peak Funding will pay a commitment fee of 0.50% per annum if the unused facility amount is greater than 10% based on the average daily unused amount of the financing commitments, in addition to certain other fees as agreed between Maroon Peak Funding and MS.

The initial principal amount of the Maroon Peak Funding Facility was $500 million. On February 26, 2021, March 23, 2021, June 29, 2021 and February 25, 2022, the maximum commitment amount of the revolving credit commitments under the credit facility was increased to $560 million, $1.0 billion, $700 million and $800 million, respectively. Proceeds from borrowings under the Maroon Peak Funding Facility may be used to fund portfolio investments by Maroon Peak Funding and to make advances under revolving loans or delayed draw term loans where Maroon Peak Funding is a lender. All amounts outstanding under the Maroon Peak Funding Facility must be repaid by October 13, 2023, unless the parties have entered into an extension agreement.

Summit Peak Funding Facility

On March 3, 2021, Summit Peak Funding entered into a senior secured revolving credit facility (which was subsequently amended and restated on May 12, 2021 and as further amended from time to time, the “Summit Peak Funding Facility”) with Société Générale (“SG”). SG serves as agent, Wilmington Trust, National Association, serves as collateral agent, custodian and collateral administrator and the Company serves as servicer under the Summit Peak Funding Facility.

Advances used to finance the purchase or origination of broadly syndicated loans under the Summit Peak Funding Facility initially bear interest at a blended per annum rate adjusted monthly based on the proportion of the broadly syndicated loans in the portfolio to the proportion of middle market loans in the portfolio, with the rate attributable to broadly syndicated loans equal to the three-month LIBOR plus the applicable margin of 1.50% per annum, and the rate attributable to middle market loans equal to LIBOR plus the applicable margin of 2.15% per annum, and with such blended rate subject to a floor of LIBOR plus 2.00% per annum. Effective September 3, 2021, Summit Peak Funding will pay a commitment fee of 0.25% per annum if the unused facility amount is greater than 25% based on the average daily unused amount of the financing commitments, and effective January 3, 2022, such fee shall increase to 0.40% per annum, terminating on March 1, 2024, in addition to certain other fees as agreed between Summit Peak Funding and SG.

The initial principal amount of the Summit Peak Funding Facility is $500 million. Effective May 12, 2021, October 29, 2021 and March 17, 2022, the maximum commitment amount of the Summit Peak Funding Facility was $1,000 million, $2,000 million and $2,300 million, respectively. Proceeds from borrowings under the Summit Peak Funding Facility may be used to fund portfolio investments by Summit Peak Funding and to make advances under revolving loans or delayed draw term loans where Summit Peak Funding is a lender. The period during which Summit Peak Funding may make borrowings under the Summit Peak Funding Facility expires on March 1, 2024, and the Summit Peak Funding Facility will mature and all amounts outstanding under the credit facility must be repaid by March 3, 2026.

Denali Peak Funding Facility

Pursuant to the Purchase Agreement (as discussed in Note 11), Denali Peak Funding is now indirectly wholly-owned by the Company. Denali Peak Funding is party to a senior secured revolving credit facility (the “Denali Peak Funding Facility”), dated as of October 11, 2018, with Deutsche Bank AG, New York Branch (“DB”), which credit facility was indirectly assumed by the Company pursuant to the Purchase Agreement. DB serves as agent, U.S. Bank National Association serves as collateral agent and collateral custodian and Twin Peaks (as discussed in Note 11) serves as servicer under the Denali Peak Funding Facility.

Advances under the Denali Peak Funding Facility initially bear interest at a per annum rate equal to the three-month LIBOR, plus the applicable margin of 2.00% per annum. After October 11, 2021, the applicable margin on outstanding advances was increased by 0.25% per annum.

The initial principal amount of the Denali Peak Funding Facility was $200 million, which was fully drawn. Effective September 30, 2021, October 20, 2021 and March 9, 2022, the maximum commitment amount of the Denali Peak Funding Facility was $600, $675 million and $750 million, respectively. Proceeds from borrowings under the Denali Peak Funding Facility may be used to fund portfolio investments by Denali Peak Funding and to make advances under revolving loans where Denali Peak Funding is a lender. Effective September 30, 2021, the period during which Denali Peak Funding may make borrowings under the Denali Peak Funding Facility expires on September 30, 2024, and the Denali Peak Funding Facility will mature and all amounts outstanding under the credit facility must be repaid by September 30, 2026.

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Bushnell Peak Funding Facility

On May 12, 2021, Bushnell Peak Funding, a wholly-owned subsidiary of the Company, entered into a senior secured revolving credit facility (the “Bushnell Peak Funding Facility”) with Bank of America, N.A. (“Bank of America”). Bank of America serves as administrative agent, Wells Fargo Bank, N.A. serves as collateral administrator and the Company serves as investment adviser under the Bushnell Peak Credit Facility.

Advances under the Bushnell Peak Credit Facility bear interest at a per annum rate equal to the “base rate” (which is the greatest of (i) the sum of (A) the weighted average of the rates on overnight federal funds transactions with members of the Federal Reserve System plus (B) 0.5%, (ii) the prime rate as publicly announced by Bank of America and (iii) one month LIBOR) plus the applicable margin of 1.35% per annum. Bushnell Peak Funding is required to utilize a minimum percentage of the financing commitments (the “Minimum Utilization Amount”), which amount is equal to 80% of the aggregate commitments beginning one month after the closing date of the Bushnell Peak Credit Facility and thereafter. Unused amounts below the Minimum Utilization Amount accrue a fee at a rate of 1.35% per annum. In addition, Bushnell Peak Funding will pay an unused fee of 0.50% per annum on the daily unused amount of the financing commitments in excess of the Minimum Utilization Amount, commencing one month after the closing date of the Bushnell Peak Credit Facility.

The initial principal amount of the Bushnell Peak Credit Facility is $425 million. Effective December 6, 2021, the maximum commitment amount of the Bushnell Peak Funding Facility was increased to $600 million. Proceeds from borrowings under the Bushnell Peak Credit Facility may be used to fund portfolio investments by Bushnell Peak Funding and to make advances under revolving loans or delayed draw term loans where Bushnell Peak Funding Facility is a lender. All amounts outstanding under the Bushnell Peak Credit Facility must be repaid by the date that is two years after the closing date of the Bushnell Peak Credit Facility.

Granite Peak Funding Facility

On June 17, 2021, Granite Peak Funding, a wholly-owned subsidiary of the Company, entered into a senior secured revolving credit facility (the “Granite Peak Funding Facility”) with Goldman Sachs Bank USA (“GS”). GS serves as administrative agent, Wilmington Trust, National Association, serves as collateral agent, custodian and collateral administrator, and the Company serves as servicer under the Granite Peak Funding Facility.

Advances under the Granite Peak Funding Facility initially bear interest at a per annum rate equal to, in the case of dollar advances, three-month LIBOR, and in the case of foreign currency advances, the applicable benchmark in effect for such currency, plus an applicable margin of 2.10% per annum. Commencing on October 15, 2021, Granite Peak Funding will pay an unused commitment fee of 0.25% per annum on the average daily unused commitments under the Granite Peak Funding Facility, which fee shall increase to 0.40% per annum from and after January 13, 2022. The unused commitment fee will be payable only when more than 25% of the total commitments under the Granite Peak Funding Facility are unused, and will terminate when Granite Peak Funding is no longer permitted to make borrowings under the Granite Peak Funding Facility. Granite Peak Funding will also pay to GS an administrative agency fee at a rate of 0.15% per annum on the aggregate principal amount of outstanding advances under the Granite Peak Funding Facility, in addition to certain other fees as agreed between Granite Peak Funding and GS.

The initial principal amount of the commitments under the Granite Peak Funding Facility is $250 million. Proceeds from borrowings under the Granite Peak Funding Facility may be used to fund portfolio investments by Granite Peak Funding and to make advances under delayed draw term loans and revolving loans where Granite Peak Funding is a lender. The period during which Granite Peak Funding may make borrowings under the Granite Peak Funding Facility expires on June 17, 2024, and the Granite Peak Funding Facility will mature and all amounts outstanding under the credit facility must be repaid by June 17, 2026.

Middle Peak Funding Facility

On June 30, 2021, Middle Peak Funding, a wholly-owned subsidiary of the Company, entered into a senior secured revolving credit facility (the “Middle Peak Funding Facility”) with MS. MS serves as agent, Wilmington Trust, National Association, serves as collateral agent, custodian and collateral administrator and the Company serves as collateral manager under the Middle Peak Funding Facility.

Advances under the Middle Peak Funding Facility initially bear interest at a per annum rate equal to, in the case of dollar advances, three-month LIBOR, and in the case of foreign currency advances, the applicable benchmark in effect for such

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currency, plus an applicable margin. The applicable margin will initially be 1.60% per annum for advances used to finance the purchase or origination of broadly syndicated loans, and 2.00% per annum for advances used to finance the purchase or origination of middle market loans. Effective December 30, 2021, the applicable margin for all advances will be 2.00% per annum, and will increase to 2.10% per annum effective on June 30, 2024. Effective October 30, 2021, Middle Peak Funding pays a commitment fee of 0.35% per annum if the unused facility amount is greater than 10% based on the average daily unused amount of the financing commitments, terminating on June 30, 2024. Effective October 30, 2021, Middle Peak Funding pays interest on an interest-only loan in the notional amount of the aggregate commitments under the Middle Peak Funding Facility, in an amount of 0.15% per annum if the unused facility amount is greater than 10% based on the average daily unused amount of the financing commitments, terminating on June 30, 2024, in addition to certain other fees as agreed between Middle Peak Funding and MS.

The initial principal amount of the Middle Peak Funding Facility is $500 million. On October 22, 2021, the Company amended the Middle Peak Funding Facility to, among other things, increase the maximum commitment amount to $800 million from $500 million. Proceeds from borrowings under the Middle Peak Funding Facility may be used to fund portfolio investments by Middle Peak Funding and to make advances under revolving loans or delayed draw term loans where Middle Peak Funding is a lender. The period during which Middle Peak Funding may make borrowings under the Middle Peak Funding Facility expires on June 30, 2024, and the Middle Peak Funding Facility will mature and all amounts outstanding under the credit facility must be repaid by January 3, 2033.

Bison Peak Funding Facility

On July 23, 2021, Bison Peak Funding, a wholly-owned subsidiary of the Company, entered into a senior secured revolving credit facility (the “Bison Peak Funding Facility”) with Bank of America. Bank of America serves as administrative agent, Wilmington Trust, National Association, serves as collateral administrator and the Company serves as manager under the Bison Peak Funding Facility.

Advances under the Bison Peak Funding Facility bear interest initially at a per annum rate equal to, in the case of dollar advances, three-month LIBOR, and in the case of foreign currency advances, the applicable benchmark in effect for such currency, plus an applicable margin adjusted at one-month or three-month intervals based on the proportion of the broadly syndicated loans, large corporate loans and middle market loans in the portfolio, with the applicable margin attributable to broadly syndicated loans equal to 1.50% per annum, the applicable margin attributable to large corporate loans equal to 1.75% per annum and the applicable margin applicable to middle market loans equal to 2.00% per annum. The applicable margin for all advances will increase by 0.50% per annum effective on July 23, 2024. Effective January 23, 2022, Bison Peak Funding is required to utilize a minimum percentage of the financing commitments, which amount increases in three-month intervals from 20% on such effective date to 80% from and after October 23, 2022 and thereafter. Unused amounts below such minimum utilization amount accrue a fee at a rate of 2.00% per annum. In addition, effective on September 23, 2021, Bison Peak Funding pays an unused fee on the daily unused amount of the financing commitments in excess of such minimum utilization amount, which amount shall initially be 0.20% per annum and shall increase to 0.40% per annum from and after November 23, 2021, in addition to certain other fees as agreed between Bison Peak Funding and Bank of America.

The initial maximum commitment amount of the Bison Peak Funding Facility is $1,000 million. Effective September 30, 2021, the maximum commitment amount of the Bison Peak Funding Facility was increased to $1,500 million. Proceeds from borrowings under the Bison Peak Funding Facility may be used to fund portfolio investments by Bison Peak Funding and to make advances under revolving loans or delayed draw term loans where Bison Peak Funding is a lender. All amounts outstanding under the Bison Peak Funding Facility must be repaid by July 23, 2026.

Blanca Peak Funding Facility

On August 16, 2021, BCRED Blanca Peak Funding LLC, a wholly-owned subsidiary of the Company (“Blanca Peak Funding”), entered into a senior secured revolving credit facility (the “Blanca Peak Funding Facility”) with Barclays. Barclays serves as administrative agent, Wilmington Trust, National Association, serves as collateral administrator, collateral agent and securities intermediary and the Company serves as servicer under the Blanca Peak Funding Facility.

Advances under the Blanca Peak Funding Facility initially bear interest at a per annum rate equal to, at Blanca Peak Funding’s option, (x) in the case of dollar advances, LIBOR, and in the case of foreign currency advances, the applicable benchmark in effect for such currency or (y) the applicable base rate in effect for such currency, plus an applicable margin adjusted at three-month intervals based on the proportions of the broadly syndicated obligations and other investments in the portfolio, with the applicable margin attributable to broadly syndicated obligations equal to 1.50% per annum and the applicable margin attributable to other portfolio investments equal to 2.00% per annum. Effective December 16, 2021, Blanca Peak Funding is required to utilize a minimum of 75% of the financing commitments, subject to adjustment as set forth in the Blanca Peak Funding Facility. Unused amounts below such minimum utilization amount accrue interest at a rate equal to the applicable margin described above. In addition, effective on December 16, 2021, Blanca Peak Funding will pay an unused fee

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on the daily unused amount of the financing commitments in excess of such minimum utilization amount, which amount shall initially be 0.50% per annum and shall decrease to 0.25% per annum from and after May 17, 2022, in addition to certain other fees as agreed between Blanca Peak Funding and Barclays. The unused fee shall be 0.0% for any date Blanca Peak Funding is utilizing more than 90% of the financing commitments.

The initial maximum commitment amount of the Blanca Peak Funding Facility is $1,000 million. Proceeds from borrowings under the Blanca Peak Funding Facility may be used to fund portfolio investments by Blanca Peak Funding and to make advances under revolving loans or delayed draw term loans where Blanca Peak Funding is a lender. All amounts outstanding under the Blanca Peak Funding Facility must be repaid by August 16, 2026.

Windom Peak Funding Facility

On September 2, 2021, Windom Peak Funding, a wholly-owned subsidiary of the Company, entered into a senior secured revolving credit facility (the “Windom Peak Funding Facility”) with Wells Fargo Bank, National Association (“Wells Fargo”). Wells Fargo serves as administrative agent and collateral administrator and the Company serves as investment adviser under the Windom Peak Funding Facility. Proceeds from borrowings under the Windom Peak Funding Facility may be used to fund portfolio investments by Windom Peak Funding during the reinvestment period (which, initially, is scheduled to end three years after the closing date of the Windom Peak Funding Facility) and to make advances under revolving loans or delayed draw term loans in respect of which Windom Peak Funding is a lender. The maximum facility amount of the Windom Peak Funding Facility is $1,000 million which increased to $2,000 million effective March 18, 2022 .

Advances under the Windom Peak Funding Facility may be denominated in United States dollars, Canadian dollars, British pound sterling or Euros and will bear interest, payable on a monthly basis in arrears, at a per annum rate equal to the “benchmark” rate (which is, initially, LIBOR with respect to advances denominated in U.S. dollars, Canadian Dollar Offered Rate (“CDOR”) with respect to advances denominated in Canadian dollars, Sterling Overnight Index Average (“SONIA”) with respect to advances made in British pound sterling and EURIBOR with respect to any advances denominated in Euros) plus the “applicable margin” (which is a blended spread equal to the sum of 1.55% per annum with respect to any advances backed by broadly-syndicated loans and 2.05% per annum with respect to any advances backed by recurring revenue loans, middle market loans, first-lien last out loans or second lien loans).

In addition, Windom Peak Funding will be required to pay fees on the amount of any unused commitment during the reinvestment period of the Windom Peak Funding Facility. The unused commitment fee will equal the weighted daily average of such Unused Facility Amount on each day during the applicable accrual period multiplied by 0.25% during the first six months of the Windom Peak Funding Facility, by 0.50% during the second six months of the Windom Peak Funding Facility and by a blended rate equal to 0.50% on any Unused Facility Amount up to 40% of the maximum facility amount and 1.50% on any Unused Facility Amount exceeding 40% of the maximum facility amount from the 12 month anniversary of the Windom Peak Funding Facility until the end of the reinvestment period.

All amounts outstanding under the Windom Peak Funding Facility must be repaid by September 2, 2026.

Monarch Peak Funding Facility

On November 3, 2021, Monarch Peak Funding, a wholly-owned subsidiary of the Company, entered into a senior secured revolving credit facility (the “Monarch Peak Funding Facility”) with MUFG Bank, Ltd. (“MUFG”). MUFG serves as administrative agent, The Bank of New York Mellon Trust Company, National Association, serves as collateral agent, collateral custodian and collateral administrator and the Company serves as collateral manager under the Monarch Peak Funding Facility.

Advances used to finance the purchase or origination of broadly syndicated loans under the Monarch Peak Funding Facility initially bear interest at a per annum rate equal to one-month LIBOR, plus the applicable margin of 1.50% per annum. Advances used to finance the purchase or origination of middle market loans under the Monarch Peak Funding Facility initially bear interest at a per annum rate equal to one-month LIBOR plus the applicable margin of 1.65% per annum. Commencing on the later of April 3, 2022 and the date that is five months after the most recent closing date of a permitted collateralized loan obligation transaction, Monarch Peak Funding will pay an unused commitment fee of 0.50% per annum on the daily unused commitments under the Monarch Peak Funding Facility, which fee shall decrease to 0.35% per annum from and after the later of September 3, 2022 and the date that is ten months after the most recent closing date of any such permitted collateralize loan obligation transaction, in addition to certain other fees as agreed between Monarch Peak Funding and MUFG. The unused commitment fee will be payable only when more than 10% of the total commitments under the Monarch Peak Funding Facility are unused, and will terminate when Monarch Peak Funding is no longer permitted to make borrowings under the Monarch Peak Funding Facility.

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The initial principal amount of the Monarch Peak Funding Facility is $1,000 million. Proceeds from borrowings under the Monarch Peak Funding Facility may be used to fund portfolio investments by Monarch Peak Funding and to make advances under revolving loans or delayed draw term loans where Monarch Peak Funding is a lender. The period during which Monarch Peak Funding may make borrowings under the Monarch Peak Funding Facility expires on November 3, 2024, and the Monarch Peak Funding Facility will mature and all amounts outstanding under the credit facility must be repaid by November 3, 2026.

Revolving Credit Facility

On May 18, 2021, the Company, entered into a senior secured credit facility (the “Revolving Credit Facility”) with Citi. Citi serves as administrative agent and collateral agent.

The Revolving Credit Facility provides for borrowings in U.S. dollars and certain agreed upon foreign currencies in an initial aggregate amount of up to $1,425 million. Effective September 7, 2021, November 5, 2021, November 16, 2021 the maximum commitment amount of the Revolving Credit Facility was $1,500 million, $3,000 million and $3,250 million, respectively. Borrowings under the Revolving Credit Facility are subject to compliance with a borrowing base. The Revolving Credit Facility provides for the issuance of letters of credit on behalf of the Company in an aggregate face amount not to exceed $100 million. Proceeds from the borrowings under the Revolving Credit Facility may be used for general corporate purposes of the Company and its subsidiaries. The period during which the Company may make borrowings on the Revolving Credit Facility expires on May 18, 2025, and the Revolving Credit Facility will mature and all amounts outstanding under the credit facility must be repaid by May 18, 2026, pursuant to an amortization schedule.

Borrowings under the Revolving Credit Facility bear interest at a per annum rate equal to, (x) for loans for which the Company elects the base rate option, the “alternate base rate” (which is the greatest of (a) the prime rate as publicly announced by Citi, (b) the sum of (i) the weighted average of the rates on overnight federal funds transactions with members of the Federal Reserve System plus (ii) 0.5%, and (c) one month LIBOR plus 1% per annum) plus (A) if the gross borrowing base is equal to or greater than 1.6 times the combined revolving debt amount, 0.75%, or (B) if the gross borrowing base is less than 1.6 times the combined revolving debt amount, 0.875%, (y) for loans for which the Company elects the Eurocurrency option, the applicable LIBO Rate for the related Interest Period for such Borrowing plus (A) if the gross borrowing base is equal to or greater than 1.6 times the combined revolving debt amount, 1.75%, or (B) if the gross borrowing base is less than 1.6 times the combined revolving debt amount, 1.875% and (z) with respect to any loan denominated in Pounds Sterling, SONIA for the applicable date plus (A) if the gross borrowing base is equal to or greater than 1.6 times the combined revolving debt amount, 1.8693%, or (B) if the gross borrowing base is less than 1.6 times the combined revolving debt amount, 1.9943%. The Company will pay an unused fee of 0.375% per annum on the daily unused amount of the revolver commitments. The Company will pay letter of credit participation fees and a fronting fee on the average daily amount of any lender’s exposure with respect to any letters of credit issued under the Revolving Credit Facility.

The Company’s obligations to the lenders under the Revolving Credit Facility are secured by a first priority security interest in substantially all of the Company’s assets.

In connection with the Revolving Credit Facility, the Company has made certain customary representations and warranties and is required to comply with various covenants, reporting requirements and other customary requirements for similar facilities. In addition, the Company must comply with the following financial covenants: (a) the Company must maintain a minimum shareholders’ equity, measured as of each fiscal quarter end; and (b) the Company must maintain at all times a 150% asset coverage ratio.

The Revolving Credit Facility contains customary events of default for similar financing transactions. Upon the occurrence and during the continuation of an event of default, Citi may terminate the commitments and declare the outstanding advances and all other obligations under the Revolving Credit Facility immediately due and payable.

As of March 31, 2022, the Company was in compliance with all covenants and other requirements of the Revolving Credit Facility.

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Unsecured Bonds

Private Placement Bonds

June 2024 Notes

On June 21, 2021, the Company entered into a Note Purchase Agreement (the “Note Purchase Agreement”) governing the issuance of $435.0 million in aggregate principal amount of its 2.56% Series A Senior Notes (the “June 2024 Notes”) to qualified institutional investors in a private placement. The June 2024 Notes were issued on June 21, 2021 and will mature on June 21, 2024 unless redeemed, purchased or prepaid prior to such date by the Company or its affiliates in accordance with their terms. Interest on the June 2024 Notes will be due semiannually on June 3 and December 3. In addition, the Company is obligated to offer to repay the June 2024 Notes at par if certain change in control events occur. The June 2024 Notes are general unsecured obligations of the Company that rank pari passu with all outstanding and future unsecured unsubordinated indebtedness issued by the Company. In addition, in the event that June 2024 notes receive a below investment grade rating by either one rating agency if there are only one or two rating agencies providing ratings of the June 2024 Notes, or two-thirds of the rating agencies if there are three rating agencies who are rating the notes (a “Below Investment Grade Event”), the June 2024 Notes will bear interest at a fixed rate of 3.56% per year from the date of the occurrence of the Below Investment Grade Event to and until the date on which the Below Investment Grade Event is no longer continuing.

In connection with the June 2024 Notes, the Company entered into an interest rate swap to more closely align the interest rates of the Company’s liabilities with the investment portfolio, which consists of predominately floating rate loans. Under the interest rate swap agreement, the Company receives a fixed interest rate of 2.56% and pays a floating interest rate of SOFR + 0.93% on a notional amount of $435 million. The Company designated the interest rate swap as the hedging instrument in a qualifying hedge accounting relationship.

As of March 31, 2022, the Company was in compliance with all covenants and other requirements of the June 2024 Notes.

June 2026 Notes

On August 17, 2021, the Company entered into the first supplement (the “First Supplement”) to the Note Purchase Agreement, governing the issuance of $400.0 million in aggregate principal amount of its 3.27% Series B Senior Notes (the “June 2026 Notes”) to qualified institutional investors in a private placement. The June 2026 Notes were issued on June 21, 2021 and will mature on June 21, 2026 unless redeemed, purchased or prepaid prior to such date by the Company or its affiliates in accordance with their terms. Interest on the June 2026 Notes will be due semiannually on February 17 and August 17. In addition, the Company is obligated to offer to repay the June 2026 Notes at par if certain change in control events occur. The June 2026 Notes are general unsecured obligations of the Company that rank pari passu with all outstanding and future unsecured unsubordinated indebtedness issued by the Company. In addition, in the event of a Below Investment Grade Event, the June 2026 Notes will bear interest at a fixed rate of 4.27% per year from the date of the occurrence of the Below Investment Grade Event to and until the date on which the Below Investment Grade Event is no longer continuing.

As of March 31, 2022, the Company was in compliance with all covenants and other requirements of the June 2026 Notes.

Rule 14A Notes

The Company issued unsecured notes, as further described below: September 2024 Notes, December 2026 Notes, November 2026 Eurobonds, November 2024 Notes, March 2027 Notes, January 2025 Notes, January 2029 Notes and March 2025 Notes, which are collectively referred to as the “Unsecured Notes.”

The Unsecured Notes contain certain covenants, including covenants requiring the Company to comply with the asset coverage requirements of Section 18(a)(1)(A) as modified by Section 61(a)(1) and (2) of the 1940 Act, whether or not it is subject to those requirements, and to provide financial information to the holders of the Unsecured Notes and the Trustee if the Company is no longer subject to the reporting requirements under the Exchange Act. These covenants are subject to important limitations and exceptions that are described in each respective indenture governing the Unsecured Notes (the “Unsecured Notes Indentures”).

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In addition, on the occurrence of a “change of control repurchase event,” as defined in each respective Unsecured Notes Indenture, the Company will generally be required to make an offer to purchase the outstanding Unsecured Notes at a price equal to 100% of the principal amount of such Unsecured Notes plus accrued and unpaid interest to the repurchase date.

As of March 31, 2022, the Company was in compliance with all covenants and other requirements of the Unsecured Notes.

September 2024 Notes

On September 15, 2021, the Company issued $365.0 million aggregate principal amount of 1.750% notes due 2024 (the “September 2024 Notes”) pursuant to an indenture (the “Base Indenture”) and a supplemental indenture, each dated as of September 15, 2021 (and together with the Base Indenture, the “September 2024 Notes Indenture”), between the Company and U.S. Bank National Association (the “Trustee”).

The September 2024 Notes will mature on September 15, 2024 and may be redeemed in whole or in part at the Company’s option at any time or from time to time at the redemption prices set forth in the September 2024 Notes Indenture. The September 2024 Notes bear interest at a rate of 1.750% per year payable semi-annually on March 15 and September 15 of each year, commencing on March 15, 2022. The September 2024 Notes are general unsecured obligations of the Company that rank senior in right of payment to all of the Company’s existing and future indebtedness that is expressly subordinated in right of payment to the September 2024 Notes, rank pari passu with all existing and future unsecured unsubordinated indebtedness issued by the Company, rank effectively junior 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 rank structurally junior to all existing and future indebtedness (including trade payables) incurred by the Company’s subsidiaries, financing vehicles or similar facilities.

In connection with the September 2024 Notes, the Company entered into an interest rate swap to more closely align the interest rates of the Company’s liabilities with the investment portfolio, which consists of predominately floating rate loans. Under the interest rate swap agreement, the Company receives a fixed interest rate of 1.75% and pays a floating interest rate of SOFR + 0.08% on a notional amount of $365 million. The Company designated the interest rate swap as the hedging instrument in a qualifying hedge accounting relationship.

December 2026 Notes

On September 15, 2021, the Company issued $900.0 million aggregate principal amount of 2.625% notes due 2026 (the “December 2026 Notes”) pursuant to a supplemental indenture, dated as of September 15, 2021 (and together with the Base Indenture, the “December 2026 Notes Indenture”), to the Base Indenture between the Company and the Trustee.

The December 2026 Notes will mature on December 15, 2026 and may be redeemed in whole or in part at the Company’s option at any time or from time to time at the redemption prices set forth in the December 2026 Notes Indenture. The December 2026 Notes bear interest at a rate of 2.625% per year payable semi-annually on June 15 and December 15 of each year, commencing on June 15, 2022. The December 2026 Notes are general unsecured obligations of the Company that rank senior in right of payment to all of the Company's existing and future indebtedness that is expressly subordinated in right of payment to the December 2026 Notes, rank pari passu with all existing and future unsecured unsubordinated indebtedness issued by the Company, rank effectively junior to any of the Company’s secured indebtedness (including unsecured indebtedness that the Company secures) to the extent of the value of the assets securing such indebtedness, and rank structurally junior to all existing and future indebtedness (including trade payables) incurred by the Company's subsidiaries, financing vehicles or similar facilities.

On October 13, 2021, the Company issued $350 million aggregate principal amount of 2.625% Notes due 2026 (“December 2026 Notes Upsize”) under the Company's Base Indenture and December 2026 Notes Indenture. The December 2026 Notes Upsize were issued as “Additional Notes” under the December 2026 Notes Indenture and have identical terms to the Company's $900.0 million September 2026 Notes that were issued on September 15, 2021, other than the issue date and the issue price. The December 2026 Notes Upsize will be treated as a single class of notes with the December 2026 Notes for all purposes under the Indenture.

In connection with the December 2026 Notes, the Company entered into an interest rate swap to more closely align the interest rates of the Company’s liabilities with the investment portfolio, which consists of predominately floating rate loans. Under the interest rate swap agreement, the Company receives a fixed interest rate of 2.625% and pays a floating interest rate of

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SOFR + 0.26% on a notional amount of $1,250 million. The Company designated the interest rate swap as the hedging instrument in qualifying hedge accounting relationship.

November 2026 Eurobonds

On November 2, 2021, the Company issued €500 million aggregate principal amount of 1.750% notes due 2026 (the “November 2026 Eurobonds”) pursuant to a supplemental indenture, dated as of November 2, 2021 (and together with the Base Indenture, the “November 2026 Eurobonds Indenture”), to the Base Indenture between the Company and the Trustee.

The November 2026 Eurobonds will mature on November 30, 2026 and may be redeemed in whole or in part at the Company’s option at any time or from time to time at the redemption prices set forth in the November 2026 Eurobonds Indenture. The November 2026 Eurobonds bear interest at a rate of 1.750% per year payable annually on November 30 of each year, commencing on November 30, 2021. The November 2026 Eurobonds are general unsecured obligations of the Company that rank senior in right of payment to all of the Company's existing and future indebtedness that is expressly subordinated in right of payment to the November 2026 Eurobonds, rank pari passu with all existing and future unsecured unsubordinated indebtedness issued by the Company, rank effectively junior to any of the Company’s secured indebtedness (including unsecured indebtedness that the Company secures) to the extent of the value of the assets securing such indebtedness, and rank structurally junior to all existing and future indebtedness (including trade payables) incurred by the Company's subsidiaries, financing vehicles or similar facilities.

November 2024 Notes

On November 22, 2021, the Company issued $500.0 million aggregate principal amount of 2.350% notes due 2024 (the “November 2024 Notes”) pursuant to a supplemental indenture, dated as of November 22, 2021 (and together with the Base Indenture, the “November 2024 Notes Indenture”), between the Company and the Trustee.

The November 2024 Notes will mature on November 22, 2024 and may be redeemed in whole or in part at the Company’s option at any time or from time to time at the redemption prices set forth in the 2.350% Notes Indenture. The November 2024 Notes bear interest at a rate of 2.350% per year payable semi-annually on May 22 and November 22 of each year, commencing on May 22, 2022. The November 2024 Notes are general unsecured obligations of the Company that rank senior in right of payment to all of the Company’s existing and future indebtedness that is expressly subordinated in right of payment to the November 2024 Notes, rank pari passu with all existing and future unsecured unsubordinated indebtedness issued by the Company, rank effectively junior 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 rank structurally junior to all existing and future indebtedness (including trade payables) incurred by the Company’s subsidiaries, financing vehicles or similar facilities.

In connection with the November 2024 Notes, the Company entered into an interest rate swap to more closely align the interest rates of the Company’s liabilities with the investment portfolio, which consists of predominately floating rate loans. Under the interest rate swap agreement, the Company receives a fixed interest rate of 2.350% and pays a floating interest rate of SOFR + 0.66% on a notional amount of $500 million. The Company designated the interest rate swap as the hedging instrument in a qualifying hedge accounting relationship.

March 2027 Notes

On November 22, 2021, the Company issued $1.0 billion aggregate principal amount of 3.250% notes due 2024 (the “March 2027 Notes”) pursuant to a supplemental indenture, dated as of November 22, 2021 (and together with the Base Indenture, the “March 2027 Notes Indenture”), between the Company and the Trustee.

The March 2027 Notes will mature on March 15, 2027 and may be redeemed in whole or in part at the Company’s option at any time or from time to time at the redemption prices set forth in the March 2027 Notes Indenture. The March 2027 Notes bear interest at a rate of 3.250% per year payable semi-annually on March 15 and September 15 of each year, commencing on March 15, 2022. The March 2027 Notes are general unsecured obligations of the Company that rank senior in right of payment to all of the Company’s existing and future indebtedness that is expressly subordinated in right of payment to the March 2027 Notes, rank pari passu with all existing and future unsecured unsubordinated indebtedness issued by the Company, rank effectively junior 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 rank structurally junior to all

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existing and future indebtedness (including trade payables) incurred by the Company’s subsidiaries, financing vehicles or similar facilities.

January 2025 Notes

On January 18, 2022, the Company issued $500.0 million aggregate principal amount of 2.700% notes due in 2025 (the “January 2025 Notes”) pursuant to a supplemental indenture, dated as of January 18, 2022 (and together with the Base Indenture, the “January 2025 Notes Indenture”), to the Base Indenture between the Company and the Trustee.

The January 2025 Notes will mature on January 15, 2025 and may be redeemed in whole or in part at the Company’s option at any time or from time to time at the redemption prices set forth in the 2025 Notes Indenture. The 2025 Notes bear interest at a rate of 2.700% per year payable semi-annually on January 15 and July 15 of each year, commencing on July 15, 2022. The 2025 Notes are general unsecured obligations of the Company that rank senior in right of payment to all of the Company’s existing and future indebtedness that is expressly subordinated in right of payment to the 2025 Notes, rank pari passu with all existing and future unsecured unsubordinated indebtedness issued by the Company, rank effectively junior 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 rank structurally junior to all existing and future indebtedness (including trade payables) incurred by the Company’s subsidiaries, financing vehicles or similar facilities.

In connection with the January 2025 Notes, the Company entered into an interest rate swap to more closely align the interest rates of the Company’s liabilities with the investment portfolio, which consists of predominately floating rate loans. Under the interest rate swap agreement, the Company receives a fixed interest rate of 2.70% and pays a floating interest rate of SOFR + 0.99% on a notional amount of $500 million. The Company designated the interest rate swap as the hedging instrument in a qualifying hedge accounting relationship.

January 2029 Notes

On January 18, 2022, the Company issued $650.0 million aggregate principal amount of 4.000% notes due in 2029 (the “January 2029 Notes”) pursuant to a supplemental indenture, dated as of January 18, 2022 (and together with the Base Indenture, the “January 2029 Notes Indenture”), to the Base Indenture between the Company and the Trustee.

The January 2029 Notes will mature on January 15, 2029 and may be redeemed in whole or in part at the Company’s option at any time or from time to time at the redemption prices set forth in the January 2029 Notes Indenture. The January 2029 Notes bear interest at a rate of 4.000% per year payable semi-annually on January 15 and July 15 of each year, commencing on July 15, 2022. The January 2029 Notes are general unsecured obligations of the Company that rank senior in right of payment to all of the Company’s existing and future indebtedness that is expressly subordinated in right of payment to the January 2029 Notes, rank pari passu with all existing and future unsecured unsubordinated indebtedness issued by the Company, rank effectively junior 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 rank structurally junior to all existing and future indebtedness (including trade payables) incurred by the Company’s subsidiaries, financing vehicles or similar facilities.

March 2025 Notes

On March 24, 2022, the Company issued $900.0 million aggregate principal amount of 4.700% notes due in 2025 (the “March 2025 Notes”) pursuant to a supplemental indenture, dated as of March 24, 2022 (and together with the Base Indenture, the “March 2025 Notes Indenture”), to the Base Indenture between the Company and the Trustee.

The Notes will mature on March 24, 2025 and may be redeemed in whole or in part at the Fund’s option at any time or from time to time at the redemption prices set forth in the Indenture. The Notes bear interest at a rate of 4.700% per year payable semi-annually on March 24 and September 24 of each year, commencing on September 24, 2022. The Notes are general unsecured obligations of the Fund that rank senior in right of payment to all of the Fund’s existing and future indebtedness that is expressly subordinated in right of payment to the Notes, rank pari passu with all existing and future unsecured unsubordinated indebtedness issued by the Fund, rank effectively junior to any of the Fund’s secured indebtedness (including unsecured indebtedness that the Fund later secures) to the extent of the value of the assets securing such indebtedness, and rank structurally junior to all existing and future indebtedness (including trade payables) incurred by the Fund’s subsidiaries, financing vehicles or similar facilities.

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In connection with the March 2025 Notes, the Company entered into an interest rate swap to more closely align the interest rates of the Company’s liabilities with the investment portfolio, which consists of predominately floating rate loans. Under the interest rate swap agreement, the Company receives a fixed interest rate of 4.70% and pays a floating interest rate of SOFR + 2.43% on a notional amount of $900 million. The Company designated the interest rate swap as the hedging instrument in a qualifying hedge accounting relationship.

The table below presents the carrying value of unsecured borrowings that are designated in a hedging relationship and the related cumulative hedging adjustment (increase/decrease) from current and prior hedging relationships included in such carrying values:

Description						Carrying Value						Cumulative Hedging Adjustments
Unsecured long-term borrowings						$	3,950,000					$	26,927

Debt Securitizations

2021-1 BSL Debt Securitization

On June 29, 2021, the Company completed a $876.6 million term debt securitization (the “2021-1 BSL Debt Securitization”), $819.5 million of which was funded on the closing date. Term debt securitizations are also known as collateralized loan obligations and are a form of secured financing incurred by the Company, which is consolidated by the Company for financial reporting purposes and subject to its overall asset coverage requirement. The notes offered in the 2021-1 BSL Debt Securitization (collectively, the “2021-1 BSL Notes”) were issued by BCRED BSL CLO 2021-1, Ltd. (“BCRED BSL CLO Issuer”), a special purpose vehicle with its ordinary shares owned in a Cayman Islands charitable trust, and BCRED BSL CLO 2021-1, LLC, wholly-owned subsidiary of BCRED BSL CLO Issuer (collectively, the “2021-1 BSL Issuers”), and are secured by a diversified portfolio of senior secured loans and participation interests therein. The Company holds the subordinated notes of BCRED BSL CLO Issuer representing a residual economic interest in BCRED BSL CLO Issuer.

The following table presents information on the secured and unsecured notes issued in the 2021-1 BSL Debt Securitization:

March 31, 2022

Description

Type

Principal Outstanding

Interest Rate

Credit Rating

Class A Notes

Senior Secured Floating Rate

$

499,800

L+1.25%

Aaa

Class B Notes

Senior Secured Floating Rate

38,760

L+1.80%

Aa2

Class C Notes

Mezzanine Secured Deferrable Floating Rate

59,160

L+2.15%

A2

Class D Notes

Mezzanine Secured Deferrable Floating Rate

65,280

L+3.35%

Baa3

Class E Notes(1)

Junior Secured Deferrable Floating Rate

—

L+7.00%

Ba3

Total Secured Notes

663,000

Subordinated Notes (2)

156,500

None

Not rated

Total 2021-1 BSL Notes

$

819,500

(1)The Class E Notes were initially issued as unfunded, undrawn class of notes, in the amount of $57.1 million, that may be funded after closing at direction of the Company.

(2)The Company retained all of the Subordinated Notes issued in the 2021-1 Debt Securitization which are eliminated in consolidation.

The 2021-1 BSL Notes mature in July 2034, unless redeemed by the 2021-1 BSL Issuers, at the direction of the Company as holder of the Subordinated Notes on any business day after July 20, 2023. In connection with the sale and contribution, the Company has made customary representations, warranties and covenants to the 2021-1 BSL Issuers. The Class A Notes, Class B Notes, Class C Notes and Class D Notes are the secured obligations of the 2021-1 BSL Issuers and the Class E Notes and Subordinated Notes are the unsecured obligations of BCRED BSL CLO Issuer. The indenture governing the 2021-1 BSL Notes includes customary covenants and events of default.

The 2021-1 BSL Notes have not been, and will not be, registered under the Securities Act, or any state securities or “blue sky” laws and may not be offered or sold in the United States absent registration with the SEC or an applicable exemption from registration.

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The Company serves as collateral manager to BCRED BSL CLO Issuer. under a collateral management agreement and has agreed to irrevocably waive all collateral management fees payable pursuant to the collateral management agreement.

2021-2 Debt Securitization

On November 1, 2021, the Company completed a $603.7 million term debt securitization (the “2021-2 Debt Securitization”). Term debt securitizations are also known as collateralized loan obligations and are a form of secured financing incurred by the Company, which is consolidated by the Company for financial reporting purposes and subject to its overall asset coverage requirement. The notes offered in the 2021-2 Debt Securitization (collectively, the “2021-2 Notes”) were issued by BCRED BSL CLO 2021-2, Ltd. (“BCRED BSL CLO 2 Issuer”), a special purpose vehicle with its ordinary shares owned in a Cayman Islands charitable trust, and BCRED BSL CLO 2021-2, LLC, a wholly-owned subsidiary of BCRED BSL CLO 2 Issuer (collectively, the “2021-2 Issuers”), and are secured by a diversified portfolio of senior secured loans and participation interests therein. The Company holds the subordinated notes of BCRED BSL CLO 2 Issuer representing a residual economic interest in BCRED BSL CLO 2 Issuer.

The following table presents information on the secured and unsecured notes issued in the 2021-2 Debt Securitization:

March 31, 2022

Description

Type

Principal Outstanding

Interest Rate

Credit Rating

Class A-L Loans

Senior Secured Floating Rate

$

218,000

L+1.22%

Aaa

Class A Notes

Senior Secured Floating Rate

149,500

L+1.22%

Aaa

Class B Notes

Senior Secured Floating Rate

38,100

L+1.75%

Aa2

Class C Notes

Mezzanine Secured Deferrable Floating Rate

48,000

L+2.05%

A

Class D Notes

Mezzanine Secured Deferrable Floating Rate

52,200

L+3.15%

BBB-

Total Secured Notes

505,800

Subordinated Notes (1)

97,850

None

Not rated

Total 2021-2 Notes

$

603,650

(1)    The Company retained all of the Subordinated Notes issued in the 2021-2 Debt Securitization which are eliminated in consolidation.

The 2021-2 Notes mature in October 2034, unless redeemed by the 2021-2 Issuers, at the direction of the Company as holder of the Subordinated Notes on any business day after October 20, 2023. In connection with the sale and contribution, the Company has made customary representations, warranties and covenants to the 2021-2 Issuers. The Class A-L Loans, Class A Notes, Class B Notes, Class C Notes and Class D Notes are the secured obligations of the 2021-2 Issuers and the Subordinated Notes are the unsecured obligations of BCRED BSL CLO 2 Issuer. The indenture governing the 2021-2 Notes and the credit agreement governing the Class A-L Loans include customary covenants and events of default.

The 2021-2 Notes have not been, and will not be, registered under the Securities Act, or any state securities or “blue sky” laws and may not be offered or sold in the United States absent registration with the SEC or an applicable exemption from registration.

The Company serves as collateral manager to BCRED BSL CLO 2 Issuer. under a collateral management agreement and has agreed to irrevocably waive all collateral management fees payable pursuant to the collateral management agreement.

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2021-1 MML Debt Securitization

On December 15, 2021, the Company completed a $1,001.0 million term debt securitization (the “MML 2021-1 Debt Securitization”). Term debt securitizations are also known as collateralized loan obligations and are a form of secured financing incurred by the Company, which is consolidated by the Company for financial reporting purposes and subject to its overall asset coverage requirement. The notes offered in the MML 2021-1 Debt Securitization (collectively, the “MML 2021-1 Notes”) were issued by BCRED MML CLO 2021-1 LLC (the “MML 2021-1 Issuer”), a wholly-owned and consolidated (for tax and accounting purposes) subsidiary of the Company, and are primarily secured by a diversified portfolio of middle market loans and participation interests therein.

The following table presents information on the secured and unsecured notes issued in the MML 2021-1 Debt Securitization:

March 31, 2022

Description

Type

Principal Outstanding

Interest Rate

Credit Rating

Class A Loans

Senior Secured Floating Rate

$

50,000

L+1.48%

Aaa

Class A Notes

Senior Secured Floating Rate

480,000

L+1.48%

Aaa

Class B Notes

Senior Secured Floating Rate

80,000

L+1.90%

Aa2

Class C Notes

Mezzanine Secured Deferrable Floating Rate

80,000

L+2.60%

A2

Total Secured Notes

690,000

Subordinated Notes (1)

311,000

None

Not rated

Total MML 2021-1 Notes

$

1,001,000

(1)The Company retained all of the Subordinated Notes issued in the 2021-2 Debt Securitization which are eliminated in consolidation.

The Company retained all of the Subordinated Notes issued in the Debt Securitization in part in exchange for the Company’s sale and contribution to the Issuer of the initial closing date portfolio. The Debt is scheduled to mature on January 15, 2035; however the Debt may be redeemed by the Issuer, at the direction of the Fund as holder of the Subordinated Notes, on any business day after December 15, 2023. In connection with the sale and contribution, the Fund has made customary representations, warranties and covenants to the Issuer. The Class A Notes, the Class A Loans, Class B Notes and Class C Notes are secured obligations of the Issuer, the Subordinated Notes are the unsecured obligations of the Issuer, and the indenture governing the Notes and the credit agreement governing the Class A Loans, each include customary covenants and events of default.

The MML 2021-1 Debt has not been, and will not be, registered under the Securities Act, or any state securities or “blue sky” laws and may not be offered or sold in the United States absent registration with the Securities and Exchange Commission or an applicable exemption from registration.

The Company serves as collateral manager to the MML 2021-1 Issuer under a collateral management agreement and has agreed to irrevocably waive all collateral management fees payable pursuant to the collateral management agreement.

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2022-1 MML Debt Securitization

On March 15, 2022, the Company completed a $1.09 billion term debt securitization (the “MML 2022-1 Debt Securitization”). Term debt securitizations are also known as collateralized loan obligations and are a form of secured financing incurred by the Fund, which is consolidated by the Fund for financial reporting purposes and subject to its overall asset coverage requirement. The notes offered in the MML 2022-1 Debt Securitization (collectively, the “MML 2021-1 Notes”) were issued by BCRED MML CLO 2022-1 LLC (the “MML 2022-1 Issuer”), a wholly-owned and consolidated (for tax and accounting purposes) subsidiary of the Fund, and are primarily secured by a diversified portfolio of middle market loans and participation interests therein.

The following table presents information on the secured and unsecured notes issued in the MML 2022-1 Debt Securitization:

March 31, 2022

Description

Type

Principal Outstanding

Interest Rate

Credit Rating

Class A-1 Notes

Senior Secured Floating Rate

$

525,000

SOFR+1.65%

Aaa

Class A-2 Notes

Senior Secured Fixed

80,000

3.41%

Aaa

Class B Notes

Senior Secured Floating Rate

66,000

SOFR+2.00%

Aa2

Class C Notes

Mezzanine Secured Deferrable Floating Rate

88,000

SOFR+2.75%

A2

Total Secured Notes

759,000

Subordinated Notes (1)

331,360

None

Not rated

Total MML 2022-1 Notes

$

1,090,360

(1)The Company retained all of the Subordinated Notes issued in the 2022-2 Debt Securitization which are eliminated in consolidation.

The Company retained all of the Subordinated Notes issued in the MML 2022-1 Debt Securitization in part in exchange for the Company’s sale and contribution to the MML 2022-1 Issuer of the initial closing date portfolio. The MML 2022-1 Notes are scheduled to mature on April 20, 2035; however the MML 2022-1 Notes may be redeemed by the MML 2022-1 Issuer, at the direction of the Company as holder of the Subordinated Notes, on any business day after April 20, 2024. In connection with the sale and contribution, the Company has made customary representations, warranties and covenants to the MML 2022-1 Issuers. The Class A-1 Notes, Class A-2 Notes, Class B Notes and Class C Notes are secured obligations of the MML 2022-1 Issuer, the Subordinated Notes are the unsecured obligations of the MML 2022-1 Issuer, and the indenture governing the MML 2022-1 Notes includes customary covenants and events of default.

MML 2022-1 Notes have not been, and will not be, registered under the Securities Act of 1933, as amended (the “Securities Act”), or any state securities or “blue sky” laws and may not be offered or sold in the United States absent registration with the Securities and Exchange Commission or an applicable exemption from registration.

The Company serves as collateral manager to the MML 2022-1 Issuer under a collateral management agreement and has agreed to irrevocably waive all collateral management fees payable pursuant to the collateral management agreement.

Short-Term Borrowings

Master Repurchase Agreements

On June 15, 2021 and June 16, 2021, the Company entered into Master Repurchase Agreements (the “Repurchase Agreements”) with certain banks to provide short-term borrowings which the Company utilizes from time-to-time to manage its working capital needs. As part of the Repurchase Agreements, the Company can sell a security to the lender for cash with an agreement to buy it back in the future at a pre-determined price. The Company’s ability to draw down borrowings under the agreement is subject to 1940 Act leverage limitations and dependent on the Company pledging eligible assets to the banks as collateral. No commitment fees were paid in connection with execution of these agreements. Certain of the Company's investments serve as collateral for the Company's obligations under the Repurchase Agreements and the carrying value of pledged investments was $418.5 million as of March 31, 2022.

Short-term borrowings under the Repurchase Agreements bore interest at an average applicable margin of 1.41% per annum as of March 31, 2022. As of March 31, 2022 the Company had $259.1 million of short-term borrowings under the Repurchase Agreements.

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Other Short-Term Borrowings

In order to finance certain investment transactions, the Company may, from time to time, enter into repurchase agreements, whereby the Company sells to a third party an investment that it holds and concurrently enters into an agreement to repurchase the same investment at an agreed-upon price at a future date, generally not to exceed 180-days from the date it was sold (each a “Short Term Financing Transaction”).

Short-term borrowings under Short Term Financing Transactions bore interest at an applicable margin of 2.70% per annum as of March 31, 2022. As of March 31, 2022 the Company had $500.0 million of borrowings under Short Term Financing Transactions with a third party. Certain of the Company's investments serve as collateral for the Company's obligations under the Short Term Financing Transactions and the carrying value of pledged investments was $494.0 million as of March 31, 2022.

In accordance with ASC 860, Transfers and Servicing, the Master Repurchase Agreements and the Short Term Financing Transactions meet the criteria for secured borrowings. Accordingly, the investment financed by these agreements remains on the Company’s Consolidated Statements of Assets and Liabilities as an asset, and the Company records a liability to reflect its repurchase obligation to a third party which is reported as debt on the Company’s Statements of Assets and Liabilities. The repurchase obligation is secured by the respective investment that is the subject of the repurchase agreement. Interest expense associated with the repurchase obligation is reported on the Company’s Consolidated Statements of Operations within interest expense.

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The Company’s outstanding debt obligations were as follows:

			March 31, 2022
			Aggregate Principal Committed						Outstanding Principal						Carrying Value						Unused Portion (1)						Amount Available (2)
Bard Peak Funding Facility			$	1,650,000					$	679,000					$	679,000					$	971,000					$	971,000
Castle Peak Funding Facility (3)			1,600,000						1,170,753						1,170,753						429,247						428,051
Maroon Peak Funding Facility			800,000						800,000						800,000						—						—
Summit Peak Funding Facility (4)			2,300,000						781,742						781,742						1,518,258						693,198
Denali Peak Funding Facility			750,000						506,400						506,400						243,600						243,600
Bushnell Peak Funding Facility			600,000						395,500						395,500						204,500						184,521
Granite Peak Funding Facility			250,000						198,000						198,000						52,000						51,975
Middle Peak Funding Facility			800,000						720,550						720,550						79,450						79,450
Bison Peak Funding Facility			1,500,000						1,200,000						1,200,000						300,000						300,000
Blanca Peak Funding Facility			1,000,000						892,800						892,800						107,200						107,200
Windom Peak Funding Facility(5)			2,000,000						764,187						764,187						1,235,813						928,210
Monarch Peak Funding Facility			1,000,000						513,400						513,400						486,600						313,103
Revolving Credit Facility (6)			3,250,000						636,621						636,621						2,613,379						2,613,379
June 2024 Notes (7)(10)			435,000						435,000						425,611						—						—
June 2026 Notes (7)			400,000						400,000						397,115						—						—
September 2024 Notes (7)(10)			365,000						365,000						356,155						—						—
December 2026 Notes (7)(10)			1,250,000						1,250,000						1,231,423						—						—
November 2026 Eurobonds (7)(8)			569,958						569,958						546,898						—						—
November 2024 Notes (7)(10)			500,000						500,000						487,496						—						—
March 2027 Notes (7)			1,000,000						1,000,000						987,407						—						—
January 2025 Notes (7)(10)			500,000						500,000						486,844						—						—
January 2029 Notes (7)			650,000						650,000						638,775						—						—
March 2025 Notes (7)(10)			900,000						900,000						892,040						—						—
2021-1 BSL Debt (9)			663,000						663,000						661,930						—						—
2021-2 Debt (9)			505,800						505,800						504,157						—						—
MML 2021-1 Debt (9)			690,000						690,000						685,778						—						—
MML 2022-1 Debt (9)			759,000						759,000						753,548						—						—
Short-Term Borrowings			759,125						759,125						759,125						—						—
Total			$	27,446,883					$	19,205,836					$	19,073,255					$	8,241,047					$	6,913,687

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			December 31, 2021
			Aggregate Principal Committed						Outstanding Principal						Carrying Value						Unused Portion (1)						Amount Available (2)
Bard Peak Funding Facility			$	1,650,000					$	879,000					$	879,000					$	771,000					$	—
Castle Peak Funding Facility (3)			1,600,000						1,171,809						1,171,809						428,191						131,041
Maroon Peak Funding Facility			700,000						483,952						483,952						216,048						216,048
Summit Peak Funding Facility (4)			2,000,000						1,643,154						1,643,154						356,846						86,767
Denali Peak Funding Facility			675,000						668,400						668,400						6,600						6,600
Bushnell Peak Funding Facility			600,000						395,500						395,500						204,500						98,376
Granite Peak Funding Facility			250,000						248,000						248,000						2,000						2,000
Middle Peak Funding Facility			800,000						799,550						799,550						450						68
Bison Peak Funding Facility			1,500,000						1,320,800						1,320,800						179,200						69,364
Blanca Peak Funding Facility			1,000,000						892,800						892,800						107,200						107,200
Windom Peak Funding Facility(5)			1,000,000						989,759						989,759						10,241						6,471
Monarch Peak Funding Facility			1,000,000						567,400						567,400						432,600						68,250
Revolving Credit Facility (6)			3,250,000						1,144,422						1,144,422						2,105,578						2,105,578
June 2024 Notes (7)			435,000						435,000						431,854						—						—
June 2026 Notes (7)			400,000						400,000						396,952						—						—
September 2024 Notes (7)			365,000						365,000						361,805						—						—
December 2026 Notes (7)			1,250,000						1,250,000						1,227,844						—						—
November 2026 Eurobonds (7)(8)			569,958						569,958						563,695						—						—
November 2024 Notes (7)			500,000						500,000						496,054						—						—
March 2027 Notes (7)			1,000,000						1,000,000						987,298						—						—
2021-1 BSL Debt (9)			663,000						663,000						661,910						—						—
2021-2 Debt (9)			505,800						505,800						504,124						—						—
MML 2021-1 Debt (9)			690,000						690,000						685,696						—						—
Short-Term Borrowings			718,156						718,156						718,156						—						—
Total			$	23,121,914					$	18,301,460					$	18,239,934					$	4,820,454					$	2,897,763

(1)The unused portion is the amount upon which commitment fees, if any, are based.

(2)The amount available reflects any limitations related to each respective credit facility’s borrowing base.

(3)Under the Castle Peak Funding Facility, the Company may borrow in U.S. dollars or certain other permitted currencies. As of March 31, 2022, the Company had borrowings denominated in Canadian Dollars (CAD) and British Pounds (GBP) of 60.0 million and 42.4 million, respectively. As of December 31, 2021, the Company had borrowings denominated in Canadian Dollars (CAD) and British Pounds (GBP) of 60.0 million and 42.4 million, respectively.

(4)Under the Summit Peak Funding Facility, the Company may borrow in U.S. dollars or certain other permitted currencies. As of March 31, 2022, the Company had borrowings denominated in Canadian Dollars (CAD) and British Pounds (GBP) of 60.0 million and 6.1 million, respectively. As of December 31, 2021, the Company had borrowings denominated in Canadian Dollars (CAD) of 60.0 million.

(5)Under the Windom Peak Funding Facility, the Company may borrow in U.S. dollars or certain other permitted currencies. As of March 31, 2022 and December 31, 2021, the Company had borrowings denominated in British Pounds (GBP) of 101.5 million and 43.6 million, respectively.

(6)Under the Revolving Credit Facility, the Company may borrow in U.S. dollars or certain other permitted currencies. As of March 31, 2022, the Company had borrowings denominated in Canadian Dollars (CAD), Euros (EUR) and British Pounds (GBP) of 185.5 million, 0.8 million and 161.4 million, respectively . As December 31, 2021 the Company had borrowings denominated in Canadian Dollars (CAD) and British Pounds (GBP) of 46.8 million and 156.9 million, respectively.

(7)The carrying value of the Company's June 2024 Notes, June 2026 Notes, September 2024 Notes, December 2026 Notes, November 2026 Eurobonds, November 2024 Notes, March 2027 Notes, January 2025 Notes, January 2029 Notes and March 2025 Notes are presented net of unamortized debt issuance costs of $2.9 million, $2.9 million, $2.9 million, $22.0 million, $6.6 million, $3.9 million, $12.6 million, $3.9 million, $11.2 million and $8.0 million, respectively, as of March 31, 2022. The carrying value of the Company's June 2024 Notes, September 2024 Notes, June 2026 Notes, December 2026 Notes, November 2026 Eurobonds, November 2024 Notes and March 2027 Notes are presented net of unamortized debt issuance costs of $3.1 million, $3.2 million, $3.0 million, $22.2 million, $6.3 million, $3.9 million and $12.7 million, respectively, as of December 31, 2021.

(8)The 2026 Eurobonds are denominated in Euros and were converted from local currency (EUR) to U.S. Dollars at the time of the transaction.

(9)The carrying value of the Company’s 2021-1 BSL Debt, 2021-2 Debt, MML 2021-1 Debt and MML 2022-1 Debt is presented net of unamortized debt issuance costs of $1.1 million, $1.6 million, $4.2 million and $5.5 million as of March 31, 2022. The carrying value of the Company’s 2021-1 BSL Debt, 2021-2 Debt and MML 2021-1 Debt is presented net of unamortized debt issuance costs of $1.1 million, $1.7 million and $4.3 million as of December 31, 2021.

(10)Inclusive of change in fair market value of effective hedge.

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As of March 31, 2022 and December 31, 2021, $73.1 million and $47.7 million, respectively, of interest expense and $3.8 million and $2.6 million, respectively, of unused commitment fees were included in interest payable. For the three months ended March 31, 2022 and 2021, the weighted average interest rate on all borrowings outstanding was 2.4% and 1.96%, respectively, (including unused fees) and the average principal debt outstanding was $18,101.5 million and $653.5 million, respectively.

The components of interest expense were as follows:

			Three Months Ended March 31, 2022
Borrowing interest expense			$	98,590
Facility unused fees			5,257
Accretion of original issue discount			3,683
Amortization of financing costs and debt issuance costs			4,941
Gain (loss) from interest rate swaps accounted for as hedges and the related hedged items:
Interest rate swaps			(26,008)
Hedged items			26,927
Total interest expense			$	113,390
Cash paid for interest expense			$	84,300

			Three Months Ended March 31, 2021
Borrowing interest expense			$	2,871
Facility unused fees			112
Amortization of financing costs			457
Total interest expense			$	3,440
Cash paid for interest expense			$	501

Note 7. Commitments and Contingencies

The Company’s investment portfolio may contain debt investments which are in the form of lines of credit or delayed draw commitments, which require us to provide funding when requested by portfolio companies in accordance with underlying loan agreements. As of March 31, 2022 and December 31, 2021, the Company had unfunded delayed draw terms loans and revolvers in the aggregate principal amount of $5,179.2 million and $4,870.5 million.

Additionally, from time to time, the Adviser and its affiliates may commit to an investment on behalf of the funds it manages, including the Company. Certain terms of these investments are not finalized at the time of the commitment and each respective fund's allocation may change prior to the date of funding. In this regard, as of March 31, 2022, the Company estimates that it had $5,264.7 million of investments attributable to the company that are that are committed but not yet funded.

The Adviser agreed to bear all of the Company’s expenses, including organization and offering expenses, through January 7, 2021, the date on which the Company broke escrow for the initial offering of its common shares, on which date the Company became obligated to reimburse the Adviser for such advanced expenses upon breaking escrow for the offering.

From time to time, the Company may become a party to certain legal proceedings incidental to the normal course of its business. At March 31, 2022, management is not aware of any pending or threatened material litigation.

Warehousing Transactions

The Company entered into two warehousing transactions whereby the Company agreed, subject to certain conditions, to purchase certain assets from parties unaffiliated with the Adviser. Such warehousing transactions were designed to assist the Company in deploying capital upon receipt of subscription proceeds. One of these warehousing transactions related primarily to originated or anchor investments in middle market loans (the “Facility Agreement”). The other warehouse related primarily to

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broadly syndicated loans (the “Syndicated Warehouse” and, together with Facility Agreement, the “Warehousing Transactions”).

Facility Agreement

On November 2, 2020, the Company entered into the Facility Agreement, which was subsequently amended and restated on November 16, 2020, December 7, 2020 and December 28, 2020 with Goldman Sachs Bank USA (the “Financing Provider”). Under the Facility Agreement, if the Company received subscriptions of at least $400 million (the “Capital Condition”), the Company, or its designee, has a forward obligation to purchase certain investments (the “Portfolio Investments”) from the Financing Provider, who is obligated to sell such investments. The Portfolio Investments will generally consist of originated and anchor loans to private companies consistent with the Company’s investment strategy. Pursuant to the Facility Agreement, the Company may request that the Financing Provider acquire such Portfolio Investments as the Company may designate from time to time, which the Financing Provider can approve or reject in its sole and absolute discretion. The Company elected to purchase, and in certain events the Company was required to purchase, from the Financing Provider one or more Portfolio Investments on or before June 30, 2021 (the “Facility End Date”). Prior to any sale to the Company, the Portfolio Investments will be owned and held solely for the account of the Financing Provider. Until such time as the Company satisfied the Capital Condition, which occurred on January 7, 2021, it had no obligation to purchase the Portfolio Investments nor be entitled to any benefits or subject to any obligations under the Facility Agreement unless it waived the Capital Condition. In consideration for the forward arrangement provided by the Financing Provider (the amount of the arrangement will not exceed $200 million prior to December 15, 2020, not exceed $300 million on or after December 15, 2020 and prior to December 28, 2020, not exceed $500 million on or after December 28, 2020 and prior to January 18, 2021 and will not exceed $300 million on or after January 18, 2021 up to the Facility End Date (the “Financing Amount”)), the Company has agreed to pay, subject to satisfying the Capital Condition, certain fees and expenses to the Financing Provider, including (i) a financing fee at an annual rate of LIBOR plus 1.70% multiplied by the sum of the relevant principal amount for each Portfolio Investment, (ii) an unused fee at an annual rate of 0.50% of the unused Financing Amount and (iii) a structuring fee equal to $1.453 million which is payable on the earlier of the termination date or the Facility End Date. As a general matter, the price the Company would pay to purchase any Portfolio Investment from the Financing Provider equals the cash amount paid by the Financing Provider subject to adjustment for, among other things, principal repayments and interest amounts earned by the Financing Provider.

Effective January 7, 2021, the Company had a contractual obligation to acquire all assets under the Facility Agreement through a forward purchase agreement on or before June 30, 2021. The mark-to-market gain/loss of all investments held by the Financing Provider, in addition to other economic rights and obligations held by the Company, are recognized in the Company’s consolidated financial statements. These gains (losses) are realized at the time the Company settles on the purchases of each underlying asset from the Financing Provider.

Following the acquisition of all the assets held by the Financing Provider, the Facility Agreement was terminated on June 22, 2021.

Syndicated Warehouse

On November 3, 2020, the Company entered into a purchase and sale agreement (the “PSA”) with Sente Master Fund, L.P. and Vibrant Ambar Fund, Ltd. (together, the “Sellers”). Under the PSA, if the Company has raised at least $200 million of equity capital by April 15, 2021, then the Company or its designee must arrange one or more transactions sufficient to repay all outstanding amounts under the Syndicated Warehouse with commitments of up to $255 million of Maple Park CLO, Ltd. (“Maple Park”), an entity expected to hold primarily broadly syndicated loans with a target portfolio size of $300 million that is managed by an affiliate of the Company, and to redeem in full the subordinated notes (the “Subordinated Notes”) issued by Maple Park. The Company satisfied the condition described above on January 7, 2021.

Under the PSA, this transaction may be structured to include a purchase by the Company or its designee of the Subordinated Notes, if any, held by the unaffiliated Sellers. The purchase price to be paid to the Sellers (the “Purchase Price”) would equal (i) the notional amount of the Subordinated Notes held by the Sellers and (ii) the Sellers’ pro rata share of interest and fee collections on the portfolio of loans held by Maple Park in excess of the outstanding advances under the Syndicated Warehouse. In addition, at any time prior to April 15, 2021, the Company or its designee will have the right, but not the obligation, to purchase the Subordinated Notes held by the Sellers at the Purchase Price.

On January 8, 2021, the Company exercised its right to acquire the equity interests of the Syndicated Warehouse, effectively acquiring the assets and liabilities of Maple Park for a total purchase price of $45.7 million, which included $2.8 million paid to a minority interest holder shortly thereafter. This transaction resulted in a realized gain of $2.3 million, which

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represented the excess of fair value of the net assets acquired over the total consideration paid for the Subordinated Notes in the Syndicated Warehouse on the date of acquisition.

The following table summarizes the assets and liabilities of Maple Park as of the acquisition date:

			January 8, 2021
ASSETS
Investments at fair value			$	300,464
Cash and cash equivalents			1,679
Interest receivable			394
Total assets			302,537
LIABILITIES
Debt			134,000
Payable for investments purchased			120,451
Interest payable			33
Total liabilities			254,484
NET ASSETS
Total net assets			48,053
Total liabilities and net assets			$	302,537

Note 8. Net Assets

The following table summarizes transactions in common shares of beneficial interest during the three months ended March 31, 2022 (dollars in thousands except share amounts):

			March 31, 2022
			Shares						Amount
CLASS I
Subscriptions			125,703,505						$	3,253,768
Share transfers between classes			550,110						14,239
Distributions reinvested			3,932,328						101,772
Share repurchases			(1,490,357)						(38,481)
Early repurchase deduction			—						628
Net increase (decrease)			128,695,586						$	3,331,926
CLASS S
Subscriptions			57,796,302						$	1,496,030
Share transfers between classes			(29,619)						(766)
Distributions reinvested			1,417,580						36,694
Share repurchases			(647,663)						(16,723)
Early repurchase deduction			—						253
Net increase (decrease)			58,536,600						$	1,515,488
CLASS D
Subscriptions			10,490,092						$	271,539
Share transfers between classes			(520,491)						(13,473)
Distributions reinvested			211,498						5,474
Share repurchases			(8,896)						(230)
Early repurchase deduction			—						36
Net increase (decrease)			10,172,203						$	263,346
Total net increase (decrease)			197,404,389						$	5,110,760

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The following table summarizes transactions in common shares of beneficial interest during the three months ended March 31, 2021:

			March 31, 2021
			Shares						Amount
CLASS I
Subscriptions			71,705,308						$	1,805,447
Distributions reinvested			191,439						4,848
Shares repurchased			—						—
Net increase (decrease)			71,896,747						$	1,810,295
CLASS S
Subscriptions			11,108,190						$	280,288
Distributions reinvested			22,700						575
Shares repurchased			—						—
Net increase (decrease)			11,130,890						$	280,863
Total net increase (decrease)			83,027,637						$	2,091,158

Net Asset Value per Share and Offering Price

The Company determines NAV for each class of shares as of the last day of each calendar month. Share issuances related to monthly subscriptions are effective the first calendar day of each month. Shares are issued at an offering price equivalent to the most recent NAV per share available for each share class, which will be the prior calendar day NAV per share (i.e. the prior month-end NAV). The following table summarizes each month-end NAV per share for Class I, Class S and Class D common shares of beneficial interest during the three months ended March 31, 2022 and 2021:

						NAV Per Share
For the Months Ended						Class I						Class S						Class D
January 31, 2022						$	25.93					$	25.93					$	25.93
February 28, 2022						25.80						25.80						25.80
March 31, 2022						25.82						25.82						25.82

						NAV Per Share(1)
For the Months Ended						Class I						Class S
January 31, 2021						$	25.25					$	25.25
February 28, 2021						25.36						25.36
March 31, 2021						25.49						25.49

(1)Class D commenced operations on May 1, 2021.

Distributions

The Board authorizes and declares monthly distribution amounts per share of Class I, Class S and Class D common shares of beneficial interest. The following table presents distributions that were declared during the three months ended March 31, 2022:

																		Class I
Declaration Date						Record Date						Payment Date						Distribution Per Share						Distribution Amount
January 26, 2022						January 31, 2022						February 24, 2022						$	0.1740					$	66,686
February 23, 2022						February 28, 2022						March 25, 2022						0.1740						75,042
March 23, 2022						March 31, 2022						April 28, 2022						0.1740						82,959
																		$	0.5220					$	224,687

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																		Class S
Declaration Date						Record Date						Payment Date						Distribution Per Share						Distribution Amount
January 26, 2022						January 31, 2022						February 24, 2022						$	0.1556					$	23,816
February 23, 2022						February 28, 2022						March 25, 2022						0.1556						26,598
March 23, 2022						March 31, 2022						April 28, 2022						0.1557						29,834
																		$	0.4669					$	80,248

																		Class D
Declaration Date						Record Date						Payment Date						Distribution Per Share						Distribution Amount
January 26, 2022						January 31, 2022						February 24, 2022						$	0.1686					$	3,469
February 23, 2022						February 28, 2022						March 25, 2022						0.1686						3,961
March 23, 2022						March 31, 2022						April 28, 2022						0.1686						4,551
																		$	0.5058					$	11,981

The following table presents distributions that were declared during the three months ended March 31, 2021:

																		Class I												Class S
Declaration Date						Record Date						Payment Date						Distribution Per Share						Distribution Amount						Distribution Per Share						Distribution Amount
January 29, 2021						January 31, 2021						February 24, 2021						$	0.1151					$	3,431					$	0.1008					$	277
February 24, 2021						February 28, 2021						March 29, 2021						0.1427						7,206						0.1250						827
March 30, 2021						March 31, 2021						April 28, 2021						0.1458						10,483						0.1281						1,426
																		$	0.4036					$	21,120					$	0.3539					$	2,530

Distribution Reinvestment Plan

The Company has adopted a distribution reinvestment plan, pursuant to which the Company will reinvest all cash dividends declared by the Board on behalf of our shareholders who do not elect to receive their dividends in cash as provided below. As a result, if the Board authorizes, and the Company declares, a cash dividend or other distribution, then shareholders who have not opted out of our distribution reinvestment plan will have their cash distributions automatically reinvested in additional shares as described below, rather than receiving the cash dividend or other distribution. Distributions on fractional shares will be credited to each participating shareholder’s account to three decimal places.

Character of Distributions

The Company may fund its cash distributions to shareholders from any source of funds available to the Company, including but not limited to offering proceeds, net investment income from operations, capital gains proceeds from the sale of assets, dividends or other distributions paid to it on account of preferred and common equity investments in portfolio companies and expense support from the Adviser, which is subject to recoupment.

Through March 31, 2022, a portion of the Company’s distributions resulted from expense support from the Adviser, and future distributions may result from expense support from the Adviser, each of which is subject to repayment by the Company within three years from the date of payment. The purpose of this arrangement avoids distributions being characterized as a return of capital for U.S. federal income tax purposes. Shareholders should understand that any such distribution is not based solely on the Company’s investment performance, and can only be sustained if the Company achieves positive investment performance in future periods and/or the Adviser continues to provide expense support. Shareholders should also understand that the Company’s future repayments of expense support will reduce the distributions that they would otherwise receive. There can be no assurance that the Company will achieve the performance necessary to sustain these distributions, or be able to pay distributions at all.

Sources of distributions, other than net investment income and realized gains on a U.S. GAAP basis, include required adjustments to U.S. GAAP net investment income in the current period to determine taxable income available for distributions. The following tables reflect the sources of cash distributions on a U.S. GAAP basis that the Company has declared on its shares of common stock during the three months ended March 31, 2022:

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						Class I												Class S												Class D
Source of Distribution						Per Share						Amount						Per Share						Amount						Per Share						Amount
Net investment income						$	0.5220					$	224,687					$	0.4669					$	80,248					$	0.5058					$	11,981
Net realized gains						—						—						—						—						—						—
Total						$	0.5220					$	224,687					$	0.4669					$	80,248					$	0.5058					$	11,981

The following tables reflect the sources of cash distributions on a U.S. GAAP basis that the Company has declared on its shares of common stock during the three months ended March 31, 2021:

						Class I															Class S
Source of Distribution(1)						Per Share						Amount									Per Share						Amount
Net investment income						$	0.4036					$	21,120								$	0.3539					$	2,530
Net realized gains						—						—									—						—
Total						$	0.4036					$	21,120								$	0.3539					$	2,530

(1)A portion of the January 2021 and February 2021 distributions were estimated to be from realized short-term capital gains. However, as of March 31, 2021, all distributions were paid from net investment income as the cumulative net investment income exceeded the distribution amount.

Share Repurchase Program

At the discretion of the Board, the Company commenced a share repurchase program in which the Company may repurchase, in each quarter, up to 5% of the NAV of the Company’s common shares outstanding (either by number of shares or aggregate NAV) as of the close of the previous calendar quarter. The Board may amend or suspend the share repurchase program at any time if in its reasonable judgment it deems such action to be in the best interest of shareholders, such as when a repurchase offer would place an undue burden on the Company’s liquidity, adversely affect the Company’s operations or risk having an adverse impact on the Company that would outweigh the benefit of the repurchase offer. As a result, share repurchases may not be available each quarter. The Company intends to conduct such repurchase offers in accordance with the requirements of Rule 13e-4 promulgated under the Securities Exchange Act of 1934, as amended, and the 1940 Act. All shares purchased pursuant to the terms of each tender offer will be retired and thereafter will be authorized and unissued shares.

Under the share repurchase plan, to the extent the Company offers to repurchase shares in any particular quarter, it is expected to repurchase shares pursuant to tender offers using a purchase price equal to the NAV per share as of the last calendar day of the applicable quarter, except that shares that have not been outstanding for at least one year will be repurchased at 98% of such NAV (an “Early Repurchase Deduction”). The one-year holding period is measured as of the subscription closing date immediately following the prospective repurchase date. The Early Repurchase Deduction may be waived in the case of repurchase requests arising from the death, divorce or qualified disability of the holder. The Early Repurchase Deduction will be retained by the Company for the benefit of remaining shareholders.

During the three months ended March 31, 2022, approximately 2,146,916 shares were repurchased.

The following table further summarizes the share repurchases completed during the three months ended March 31, 2022:

Repurchase deadline request						Percentage of Outstanding Shares the Company Offered to Repurchase(1)						Price Paid Per Share						Repurchase Pricing Date						Amount Repurchased (all classes)(3)						Number of Shares Repurchased (all classes)						Percentage of Outstanding Shares Repurchased (1)						Maximum number of shares that may yet be purchased under the repurchase plan (2)
February 28, 2022						5.00		%				$	25.82					December 31, 2022						$	54,464,173					2,146,916						0.43		%				—

(1)Percentage is based on total shares as of the close of the previous calendar quarter.

(2)All repurchase requests were satisfied in full.

(3)Amounts shown net of Early Repurchase Deduction

There were no share repurchases during the three months ended March 31, 2021.

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Note 9. Financial Highlights

The following are the financial highlights for the three months ended March 31, 2022:

			Three Months Ended March 31, 2022
			Class I						Class S						Class D
Per Share Data:
Net asset value, beginning of period			$	25.93					$	25.93					$	25.93
Net investment income (1)			0.55						0.50						0.54
Net unrealized and realized gain (loss) (2)			(0.14)						(0.14)						(0.14)
Net increase (decrease) in net assets resulting from operations			0.41						0.36						0.40
Distributions from net investment income (3)			(0.52)						(0.47)						(0.51)
Distributions from net realized gains (3)			—						—						—
Net increase (decrease) in net assets from shareholders' distributions			(0.52)						(0.47)						(0.51)
Early repurchase deduction fees (6)			—						—						—
Total increase (decrease) in net assets			(0.11)						(0.11)						(0.11)
Net asset value, end of period			$	25.82					$	25.82					$	25.82
Shares outstanding, end of period			475,287,142						190,961,700						26,986,663
Total return based on NAV (4)			1.60%						1.39%						1.54%
Ratios:
Ratio of net expenses to average net assets (5)			5.19		%				6.06		%				5.44		%
Ratio of net investment income to average net assets (5)			8.68		%				7.82		%				8.42		%
Portfolio turnover rate			2.30		%				2.30		%				2.30		%
Supplemental Data:
Net assets, end of period			$	12,273,986					$	4,931,495					$	696,926
Asset coverage ratio			193.4		%				193.4		%				193.4		%

The following are the financial highlights for the three months ended March 31, 2021:

			Three Months Ended March 31, 2021
			Class I						Class S
Per Share Data:
Net asset value, beginning of period			$	25.00					$	25.00
Net investment income (1)			0.45						0.41
Net unrealized and realized gain (loss) (2)			0.44						0.43
Net increase (decrease) in net assets resulting from operations			0.89						0.84
Distributions declared (3)			(0.40)						(0.35)
Total increase (decrease) in net assets			0.49						0.49
Net asset value, end of period			$	25.49					$	25.49
Shares outstanding, end of period			71,898,807						11,130,890
Total return based on NAV (4)			3.59		%				3.39		%
Ratios:
Ratio of net expenses to average net assets (5)			2.00		%				2.99		%
Ratio of net investment income to average net assets (5)			7.62		%				6.98		%
Portfolio turnover rate			8.26		%				8.26		%
Supplemental Data:
Net assets, end of period			$	1,832,473					$	283,680
Asset coverage ratio(7)			191.5		%				191.5		%

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

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(2)For the three months ended March 31, 2022, the amount shown does not correspond with the aggregate amount for the period as it includes a $(0.01), $(0.01) and $(0.01) impact, on Class I, Class S and Class D, respectively, from the effect of the timing of capital transactions. For the three months ended March 31, 2021, the amount shown does not correspond with the aggregate amount for the period as it includes a $0.07 and $0.09 impact, on Class I and Class S respectively, from the effect of the timing of capital transactions.

(3)The per share data for distributions was derived by using the actual shares outstanding at the date of the relevant transactions (refer to Note 8).

(4)Total return is calculated as the change in NAV per share during the period, plus distributions per share (assuming dividends and distributions are reinvested in accordance with the Company's distribution reinvestment plan) divided by the beginning NAV per share. Total return does not include upfront transaction fee, if any.

(5)For the three months ended March 31, 2022, amounts are annualized except for organizational costs, excise tax and management fee and income based incentive fee waivers by the Adviser. For the three months ended March 31, 2022, the ratio of total operating expenses to average net assets was 5.19%, 6.06%, and 5.44% on Class I, Class S and Class D respectively, on an annualized basis, excluding the effect of expense support/(recoupment) and management fee and income based incentive fee waivers by the Adviser which represented 0.00%, 0.00% and 0.00% on Class I, Class S and Class D, respectively, of average net assets. For the three months ended March 31, 2021, amounts are annualized except for organizational costs. For the three months ended March 31, 2021, the ratio of total operating expenses to average net assets was 4.73% and 5.66%, on Class I and Class S respectively, on an annualized basis, excluding the effect of expense support/(recoupment) and management fee and income based incentive fee waivers by the Adviser which represented 2.72% and 2.66% on Class I and Class S, respectively, of average net assets.

(6)The per share amount rounds to less than $0.01 per share.

(7)Asset coverage calculation includes the Facility Agreement purchase obligation as a senior security.

Note 10. Joint Venture

BCRED Emerald JV

BCRED Emerald JV LP (“JV”), a Delaware limited liability company, was formed as a joint venture between the Company and a large North American pension fund (the “JV Partner”), and commenced operations on January 18, 2022 and operates under a limited liability company agreement. The JV’s principal purpose is to make investments, primarily in senior secured loans that are made to middle-market companies or in broadly syndicated loans. The Company and the JV partner each agreed to contribute up to $1,500 million and $500 million, respectively, to the JV. The Company contributed approximately $733.4 million of cash, and the JV Partner contributed net assets of approximately $244.5 million (i.e. $977.8 million in net assets contributed less $733.4 million in cash received by the JV Partner) to the JV in exchange for initial equity ownership interests of approximately 75% and approximately 25%, respectively. The Company and the JV Partner, through their joint control of the JV’s General Partner, have equal control of the JV's investment decisions and generally all other decisions in respect of the JV must be approved by the JV's investment committee or board of directors, each of which consists of an equal number of representatives of the Company and the JV Partner. Our investment in the JV is disclosed on the Company’s Consolidated Schedule of Investments as of March 31, 2022.

The Company has a variable interest in the JV and has determined that the JV is a variable interest entity under ASC 810. The Company is not deemed to be the primary beneficiary of the JV as there is equal power between the Company and JV. Accordingly, the Company does not consolidate the JV.

As of March 31, 2022, the JV had total investments in senior secured debt at fair value of $2,185.2 million. The determination of fair value is in accordance with ASC 820. The following table is a summary of JV’s portfolio as well as a listing of the portfolio investments in the JV’s portfolio as of March 31, 2022:

			March 31, 2022
Total senior secured debt investments(1)			$	2,185,220
Number of portfolio companies			236
Weighted average yield on debt and income producing investments, at fair value(2)			6.44		%
Weighted average yield on debt and income producing investments, at cost(2)			6.43		%
Percentage of debt portfolio at floating interest rates(1)			100.00		%
Percentage of debt portfolio at fixed interest rates(1)			—		%
Percentage of assets on non-accrual			—		%

(1)Based on fair market value

(2)Computed as (a) the annual stated interest rate or yield plus the annual accretion of discounts or less the annual amortization of premiums, as applicable, on accruing debt included in such securities, divided by (b) total debt investments (at fair value or cost, as applicable) included in such securities. Actual yields earned over the life of each investment could differ materially from the yields presented above.

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BCRED Emerald JV LP Consolidated Schedule of Investments March 31, 2022 (in thousands) (Unaudited)
Investments (1)						Reference Rate and Spread						Interest Rate (2)						Maturity Date						Par Amount/Units						Cost (3)						Fair Value						Percentage of Net Assets
Investments—non-controlled/non-affiliated
First Lien Debt
Aerospace & Defense
Loar Group, Inc. (4)(11)						L + 7.25%						8.25		%				10/2/2023						$	28,267					$	28,267					$	28,267					2.87		%
Vertex Aerospace Services Corp. (10)						L + 4.00%						4.75		%				10/27/2028						3,000						3,015						2,994						0.00
																														31,281						31,261						0.03
Air Freight & Logistics
AGI-CFI Holdings, Inc. (4)(10)						L + 5.50%						6.26		%				6/11/2027						24,686						24,448						24,439						0.02
Mode Purchaser, Inc. (4)(11)						L + 6.25%						7.25		%				12/9/2026						39,238						39,238						39,238						0.04
RWL Holdings, LLC (4)(7)(10)						SOFR + 5.75%						6.50		%				12/31/2028						21,850						21,375						21,361						0.02
																														85,061						85,038						0.09
Airlines
Air Canada (10)						L + 3.50%						4.25		%				8/11/2028						2,000						2,025						1,983						0.00
American Airlines, Inc. (10)						L + 4.75%						5.50		%				3/11/2028						3,815						3,956						3,872						0.00
																														5,981						5,856						0.01
Auto Components
Wheel Pros, Inc. (10)						L + 4.50%						5.25		%				4/23/2028						2,500						2,509						2,390						0.00
Beverages
Triton Water Holdings, Inc. (9)						L + 3.50%						4.51		%				3/18/2028						3,995						3,985						3,904						0.00

110

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BCRED Emerald JV LP Consolidated Schedule of Investments March 31, 2022 (in thousands) (Unaudited)
Investments (1)						Reference Rate and Spread						Interest Rate (2)						Maturity Date						Par Amount/Units						Cost (3)						Fair Value						Percentage of Net Assets
First Lien Debt (continued)
Building Products
Cornerstone Building Brands, Inc. (9)						L + 3.25%						3.75		%				4/12/2028						1,496						1,467						1,452						0.00
CP Atlas Buyer, Inc. (9)						L + 3.75%						4.25		%				11/23/2027						3,990						4,001						3,885						0.00
Fencing Supply Group Acquisition, LLC (4)(5)(11)						L + 6.00%						7.00		%				2/26/2027						19,816						19,721						19,717						0.02
Illuminate Merger Sub Corp. (9)						L + 3.50%						4.51		%				6/30/2028						3,000						2,997						2,908						0.00
Kodiak BP, LLC (10)						L + 3.25%						4.00		%				2/25/2028						4,992						4,930						4,895						0.01
Latham Pool Products, Inc. (7)(9)						SOFR + 3.75%						4.25		%				2/18/2029						30,000						29,438						29,663						0.03
Lindstrom, LLC (4)(11)						L + 6.25%						7.25		%				4/7/2025						27,906						27,906						27,906						0.03
New Arclin US Holding Corp. (7)(9)						L + 3.75%						4.25		%				10/2/2028						2,611						2,626						2,543						0.00
The Chamberlain Group, Inc. (9)						L + 3.50%						4.51		%				11/3/2028						4,988						4,925						4,935						0.01
Windows Acquisition Holdings, Inc. (4)(5)(11)						L + 6.50%						7.50		%				12/29/2026						10,975						10,975						10,975						0.01
																														108,987						108,879						0.11
Capital Markets
AllSpring Buyer, LLC (9)						L + 3.25%						4.31		%				11/1/2028						2,000						2,010						1,990						0.00
Resolute Investment Managers, Inc. (11)						L + 4.25%						5.25		%				4/30/2024						2,989						2,996						2,972						0.00
Superannuation And Investments US, LLC (9)						L + 3.75%						4.25		%				9/23/2028						2,000						2,013						1,984						0.00
The Edelman Financial Engines Center, LLC (10)						L + 3.50%						4.25		%				3/15/2028						2,401						2,396						2,378						0.00
																														9,415						9,324						0.01
Chemicals
DCG Acquisition Corp. (8)						L + 4.50%						4.96		%				9/30/2026						2,992						2,992						2,949						0.00
Dominion Colour Corporation (4)(11)						L + 7.25% (incl. 2.00% PIK)						8.25		%				4/6/2024						10,970						10,770						10,778						0.01
Hexion Holdings Corp. (9)						SOFR + 4.50%						5.00		%				3/15/2029						4,000						3,900						3,920						0.00
Olympus Water US Holding Corp. (9)						L + 3.75%						4.81		%				9/21/2028						1,995						2,006						1,947						0.00
Polymer Additives, Inc. (8)						L + 6.00%						6.30		%				7/31/2025						30,420						29,717						29,254						0.03
																														49,386						48,848						0.05
Commercial Services & Supplies
Access CIG, LLC (8)						L + 3.75%						4.21		%				2/27/2025						3,989						3,994						3,936						0.00
Allied Universal Holdco, LLC (9)						L + 3.75%						4.25		%				5/12/2028						4,987						4,982						4,918						0.01
All-Star Co-Borrower, LLC (4)(9)						L + 4.00%						4.51		%				11/16/2028						3,000						3,026						2,981						0.00
Bazaarvoice, Inc. (4)(7)(8)						L + 5.75%						5.87		%				5/7/2028						19,768						19,768						19,768						0.02
DG Investment Intermediate Holdings 2, Inc. (10)						SOFR + 3.50%						4.25		%				3/17/2028						3,000						3,015						2,974						0.00
EAB Global, Inc. (9)						L + 3.50%						4.00		%				6/28/2028						3,000						3,004						2,975						0.00
Garda World Security Corp. (8)						L + 4.25%						4.71		%				10/30/2026						5,000						4,999						4,956						0.01

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BCRED Emerald JV LP Consolidated Schedule of Investments March 31, 2022 (in thousands) (Unaudited)
Investments (1)						Reference Rate and Spread						Interest Rate (2)						Maturity Date						Par Amount/Units						Cost (3)						Fair Value						Percentage of Net Assets
First Lien Debt (continued)
Commercial Services & Supplies (continued)
Genuine Financial Holdings, LLC (8)						L + 3.75%						4.21		%				7/11/2025						1,429						1,431						1,416						0.00
International SOS The Americas LP (4)(9)						L + 3.75%						4.81		%				8/5/2028						1,995						2,002						1,993						0.00
Java Buyer, Inc. (4)(7)(10)						L + 5.75%						6.64		%				12/15/2027						10,005						9,766						9,758						0.01
JSS Holdings, Inc. (4)(11)						L + 6.25%						7.25		%				12/17/2028						37,204						36,935						36,925						0.04
Knowledge Pro Buyer, Inc. (4)(7)(10)						L + 5.75%						6.50		%				12/10/2027						19,698						19,256						19,240						0.02
PECF USS Intermediate Holding III Corp. (9)						L + 4.25%						4.76		%				12/15/2028						3,000						3,018						2,977						0.00
Recycle & Resource US, LLC (9)						L + 3.50%						4.50		%				7/8/2028						2,992						3,007						2,970						0.00
Restaurant Technologies, Inc. (9)						SOFR + 4.25%						4.75		%				3/17/2029						20,000						19,500						19,875						0.02
Revspring, Inc. (8)						L + 4.25%						5.26		%				10/11/2025						2,992						2,996						2,956						0.00
The Action Environmental Group, Inc. (4)(11)						L + 6.25%						7.25		%				1/16/2026						19,587						19,122						19,195						0.02
The Action Environmental Group, Inc. (4)(12)						L + 6.00%						7.25		%				1/16/2026						2,088						2,039						2,046						0.00
TRC Companies, Inc. (9)						L + 3.75%						4.25		%				6/21/2024						4,000						4,011						3,946						0.00
																														165,870						165,804						0.17
Construction & Engineering
Atlas Intermediate III, LLC (4)(7)(11)						L + 7.50%						8.50		%				2/25/2028						24,412						24,319						24,323						0.02
Brookfield WEC Holdings, Inc. (9)						L + 2.75%						3.25		%				8/1/2025						1,995						1,913						1,963						0.00
Refficiency Holdings, LLC (7)(10)						L + 3.75%						4.50		%				12/31/2027						2,519						2,530						2,490						0.00
																														28,762						28,776						0.03
Construction Materials
White Cap Buyer, LLC (9)						SOFR + 3.75%						4.25		%				10/19/2027						3,214						3,132						3,185						0.00
Containers & Packaging
Berlin Packaging, LLC (9)						L + 3.75%						4.28		%				3/11/2028						4,992						4,974						4,954						0.01
Bway Holding Corporation (8)						L + 3.25%						3.71		%				4/3/2024						1,995						1,968						1,971						0.00
Flex Acquisition Co., Inc. (9)						L + 3.50%						4.00		%				2/23/2028						2,000						2,011						1,998						0.00
Graham Packaging Co, Inc. (10)						L + 3.00%						3.75		%				8/4/2027						4,495						4,439						4,426						0.00
Novolex, Inc. (9)						SOFR + 4.25%						4.75		%				4/13/2029						5,000						4,875						4,925						0.01
ProAmpac PG Borrower, LLC (10)						L + 3.75%						4.55		%				11/3/2025						3,000						3,011						2,941						0.00
TricorBraun Holdings, Inc. (9)						L + 3.25%						3.75		%				3/3/2028						1,355						1,350						1,325						0.00
Trident TPI Holdings, Inc. (11)						L + 3.25%						4.26		%				7/29/2028						3,029						3,028						2,999						0.00
Trident TPI Holdings, Inc. (9)						L + 4.00%						4.50		%				9/15/2028						1,995						1,938						1,974						0.00
																														27,594						27,513						0.03

112

---

BCRED Emerald JV LP Consolidated Schedule of Investments March 31, 2022 (in thousands) (Unaudited)
Investments (1)						Reference Rate and Spread						Interest Rate (2)						Maturity Date						Par Amount/Units						Cost (3)						Fair Value						Percentage of Net Assets
First Lien Debt (continued)
Distributors
BP Purchaser, LLC (4)(10)						L + 5.50%						6.25		%				12/10/2028						24,375						23,902						23,888						0.02
Bution Holdco 2, Inc. (4)(11)						L + 6.25%						7.25		%				10/17/2025						23,599						23,431						23,422						0.02
Dana Kepner Company, LLC (4)(11)						L + 6.25%						7.25		%				12/29/2026						15,861						15,899						15,980						0.02
Genuine Cable Group, LLC (4)(7)(10)						L + 5.75%						6.50		%				11/2/2026						29,831						29,296						29,507						0.03
Tailwind Colony Holding Corporation (4)(7)(11)						SOFR + 6.25%						7.25		%				11/13/2024						31,716						31,126						31,237						0.03
Unified Door & Hardware Group, LLC (4)(11)						L + 5.75%						6.75		%				6/30/2025						39,973						39,848						39,373						0.04
																														163,502						163,406						0.17
Diversified Consumer Services
Ascend Buyer, LLC (10)						L + 5.75%						6.76		%				9/30/2028						441						427						437						0.00
Cambium Learning Group, Inc. (4)(7)(10)						L + 5.50%						6.25		%				7/20/2028						35,236						35,236						35,236						0.04
Colibri Group, LLC (10)						SOFR + 5.00%						5.99		%				3/12/2029						4,000						3,960						3,985						0.00
Dreambox Learning Holding, LLC (4)(10)						L + 6.25%						7.00		%				12/1/2027						34,200						33,539						33,516						0.03
eResearchTechnology, Inc. (11)						L + 4.50%						5.50		%				2/4/2027						3,760						3,769						3,752						0.00
KUEHG Corp. (11)						L + 3.75%						4.76		%				2/21/2025						3,000						2,978						2,960						0.00
Learning Care Group (11)						L + 3.25%						4.25		%				3/13/2025						2,500						2,483						2,467						0.00
Pre-Paid Legal Services, Inc. (9)						L + 3.75%						4.25		%				5/1/2025						3,000						3,015						2,968						0.00
Rinchem Company, LLC (4)(9)						SOFR + 4.50%						4.91		%				2/2/2029						4,000						3,980						3,990						0.00
Weld North Education, LLC (9)						L + 3.75%						4.25		%				12/21/2027						1,496						1,485						1,486						0.00
																														90,871						90,796						0.09
Diversified Financial Services
Barbri Holdings, Inc. (4)(7)(10)						L + 5.75%						6.50		%				4/30/2028						17,586						17,415						17,410						0.02
Mitchell International, Inc. (9)						L + 3.75%						4.25		%				10/15/2028						4,500						4,485						4,434						0.00
Sedgwick Claims Management Services, Inc. (8)						L + 3.25%						3.71		%				12/31/2025						4,016						4,012						3,981						0.00
																														25,912						25,826						0.03
Diversified Telecommunication Services
Zacapa, LLC (9)						SOFR + 4.25%						4.75		%				3/22/2029						4,000						3,980						3,983						0.00
Electric Utilities
Qualus Power Services Corp. (4)(7)(11)						L + 5.50%						6.50		%				3/26/2027						10,851						10,722						10,713						0.01
Electrical Equipment
Madison IAQ, LLC (9)						L + 3.25%						4.52		%				6/16/2028						2,245						2,245						2,216						0.00

113

---

BCRED Emerald JV LP Consolidated Schedule of Investments March 31, 2022 (in thousands) (Unaudited)
Investments (1)						Reference Rate and Spread						Interest Rate (2)						Maturity Date						Par Amount/Units						Cost (3)						Fair Value						Percentage of Net Assets
First Lien Debt (continued)
Electronic Equipment, Instruments & Components
Albireo Energy, LLC (4)(5)(7)(11)						L + 6.00%						7.10		%				12/23/2026						14,918						14,659						14,349						0.01
CPI International, Inc. (11)						L + 3.25%						4.25		%				7/26/2024						1,995						2,000						1,982						0.00
Infinite Bidco, LLC (9)						L + 3.75%						4.26		%				2/24/2028						3,000						3,015						2,957						0.00
Ingram Micro, Inc. (9)						L + 3.50%						4.51		%				3/31/2028						3,000						3,014						2,979						0.00
																														22,687						22,268						0.02
Energy Equipment & Services
Tetra Technologies, Inc. (4)(11)						L + 6.25%						7.25		%				9/10/2025						22,793						22,793						22,793						0.02
Entertainment
CE Intermediate I, LLC (4)(9)						L + 4.00%						4.50		%				11/10/2028						5,000						4,995						4,950						0.01
Health Care Equipment & Supplies
CPI Buyer, LLC (4)(7)(10)						L + 5.50%						6.25		%				11/1/2028						28,960						28,263						28,250						0.03
CSHC Buyerco, LLC (4)(7)(11)						L + 4.50%						5.50		%				9/8/2026						7,489						7,302						7,489						0.01
Mozart Borrower LP (9)						L + 3.25%						3.75		%				9/20/2028						4,000						4,002						3,965						0.00
Resonetics, LLC (10)						L + 4.00%						4.75		%				4/28/2028						3,000						2,989						2,976						0.00
Sunshine Luxembourg VII S.à r.l, LLC (10)						L + 3.75%						4.76		%				10/2/2026						4,990						4,965						4,964						0.01
TecoStar Holdings, Inc. (11)						L + 3.50%						4.50		%				5/1/2024						3,000						3,000						2,930						0.00
																														50,521						50,573						0.05
Health Care Providers & Services
ADCS Clinics Intermediate Holdings, LLC (4)(7)(11)						L + 6.25%						7.25		%				5/7/2027						10,197						10,075						10,074						0.01
ADMI Corp. (9)						L + 3.50%						4.00		%				12/23/2027						2,494						2,494						2,470						0.00
AHP Health Partners, Inc. (9)						L + 3.50%						4.00		%				8/4/2028						1,995						1,953						1,980						0.00
CCBlue Bidco, Inc. (4)(7)(10)						L + 6.25%						7.00		%				12/21/2028						19,524						19,109						19,095						0.02
DCA Investment Holdings, LLC (4)(7)(10)						L + 6.25%						7.00		%				3/12/2027						5,787						5,726						5,726						0.01
Electron Bidco, Inc. (9)						L + 3.25%						3.75		%				11/1/2028						2,000						2,010						1,981						0.00
Epoch Acquisition, Inc. (4)(11)						L + 6.00%						7.00		%				10/4/2024						29,345						29,345						29,345						0.03
Forefront Management Holdings, LLC (4)(7)(9)						SOFR + 4.25%						4.75		%				3/23/2029						6,319						6,193						6,244						0.01
GC EOS Buyer, Inc. (8)						L + 4.50%						4.96		%				8/1/2025						2,000						2,010						1,982						0.00
Global Medical Response, Inc. (11)						L + 4.25%						5.25		%				10/2/2025						2,992						3,004						2,977						0.00
Heartland Dental, LLC (8)						L + 4.00%						4.45		%				4/30/2025						4,612						4,616						4,580						0.00
Jayhawk Buyer, LLC (4)(11)						L + 5.00%						6.01		%				10/15/2026						31,579						31,277						31,264						0.03
LifePoint Health, Inc. (8)						L + 3.75%						4.20		%				11/16/2025						7,000						6,993						6,970						0.01
Midwest Physician Administrative Services, LLC (10)						L + 3.25%						4.26		%				3/5/2028						3,000						3,005						2,967						0.00

114

---

BCRED Emerald JV LP Consolidated Schedule of Investments March 31, 2022 (in thousands) (Unaudited)
Investments (1)						Reference Rate and Spread						Interest Rate (2)						Maturity Date						Par Amount/Units						Cost (3)						Fair Value						Percentage of Net Assets
First Lien Debt (continued)
Health Care Providers & Services (continued)
Navigator Acquiror, Inc. (4)(7)(9)						L + 5.75%						6.25		%				7/16/2027						15,157						15,084						15,157						0.02
NMSC Holdings, Inc. (10)						SOFR + 5.25%						6.15		%				2/23/2029						4,000						3,960						3,958						0.00
Onex TSG Intermediate Corp. (10)						L + 4.75%						5.50		%				2/28/2028						1,995						2,010						1,983						0.00
Ownex & Minor, Inc. (9)						SOFR + 3.75%						4.25		%				3/23/2029						2,542						2,504						2,539						0.00
Pathway Vet Alliance, LLC (8)						L + 3.75%						4.21		%				3/31/2027						2,992						3,003						2,968						0.00
Pediatric Associates Holding Co., LLC (7)(9)						L + 3.25%						3.75		%				2/7/2029						3,441						3,425						3,399						0.00
PetVet Care Centers, LLC (10)						L + 3.50%						4.25		%				2/14/2025						2,000						2,007						1,993						0.00
Phoenix Guarantor, Inc. (8)						L + 3.50%						3.95		%				3/5/2026						4,000						4,003						3,963						0.00
PSKW Intermediate, LLC (4)(11)						L + 6.25%						7.25		%				3/9/2026						29,444						29,444						29,444						0.03
Radnet, Inc. (10)						L + 3.00%						3.75		%				4/22/2028						4,302						4,303						4,251						0.00
Reverb Buyer, Inc. (7)(9)						L + 3.50%						4.00		%				11/1/2028						3,360						3,314						3,333						0.00
Smile Doctors, LLC (4)(7)(10)						L + 5.75%						6.50		%				12/23/2028						45,676						44,675						44,680						0.05
Stepping Stones Healthcare Services, LLC (4)(7)(10)						L + 5.75%						6.50		%				1/2/2029						12,978						12,661						12,651						0.01
Surgery Centers Holdings, Inc. (10)						L + 3.75%						4.50		%				8/31/2026						5,000						4,994						4,969						0.01
The GI Alliance Management, LLC (4)(11)						L + 6.25%						7.25		%				11/4/2024						39,076						38,794						39,076						0.04
U.S. Anesthesia Partners, Inc. (9)						L + 4.25%						4.75		%				9/22/2028						3,000						3,016						2,984						0.00
US Oral Surgery Management Holdco, LLC (4)(10)						L + 5.50%						6.25		%				11/18/2027						20,100						19,809						19,799						0.02
US Oral Surgery Management Holdco, LLC (4)(7)(10)						L + 5.50%						6.25		%				11/18/2027						708						591						600						0.00
WHCG Purchaser III, Inc. (4)(5)(7)(10)						L + 5.75%						6.76		%				6/22/2028						6,400						6,251						6,317						0.01
WP CityMD Bidco, LLC (9)						L + 3.25%						3.75		%				11/18/2028						4,193						4,204						4,175						0.00
																														335,860						335,893						0.34
Health Care Technology
Edifecs, Inc. (4)(10)						L + 5.50%						6.25		%				9/21/2026						9,869						9,727						9,721						0.01
Edifecs, Inc. (4)(11)						L + 7.00%						8.01		%				9/21/2026						18,036						18,554						18,577						0.02
Imprivata, Inc. (9)						SOFR + 4.25%						4.75		%				12/1/2027						5,000						4,850						4,990						0.01
Netsmart Technologies, Inc. (10)						L + 4.00%						4.75		%				10/1/2027						1,666						1,668						1,662						0.00
																														34,799						34,950						0.04
Hotels, Restaurants & Leisure
IRB Holding Corp. (8)						L + 3.00%						3.35		%				12/15/2027						2,000						2,002						1,987						0.00
IRB Holding Corp. (4)(11)						L + 3.25%						4.25		%				12/15/2027						2,404						2,405						2,384						0.00
Tacala Investment Corp. (10)						L + 3.50%						4.25		%				2/5/2027						3,000						3,011						2,965						0.00
Twin River Worldwide Holdings, Inc. (9)						L + 3.25%						3.75		%				10/2/2028						1,995						1,997						1,987						0.00
																														9,415						9,323						0.01

115

---

BCRED Emerald JV LP Consolidated Schedule of Investments March 31, 2022 (in thousands) (Unaudited)
Investments (1)						Reference Rate and Spread						Interest Rate (2)						Maturity Date						Par Amount/Units						Cost (3)						Fair Value						Percentage of Net Assets
First Lien Debt (continued)
Household Durables
AI Aqua Merger Sub, Inc. (7)(9)						SOFR + 4.00%						4.50		%				6/16/2028						3,259						3,229						3,223						0.00
Fluidra SA (9)						SOFR + 2.00%						2.50		%				1/29/2029						3,990						3,980						3,965						0.00
Hunter Douglas, Inc. (9)						SOFR + 3.50%						4.00		%				2/26/2029						4,000						3,980						3,926						0.00
																														11,190						11,114						0.01
Industrial Conglomerates
FCG Acquisitions, Inc. (9)						L + 3.75%						4.25		%				3/16/2028						3,000						3,010						2,956						0.00
Vertical US Newco, Inc. (9)						L + 3.50%						4.02		%				7/30/2027						3,098						3,101						3,075						0.00
Victory Buyer, LLC (9)						L + 3.75%						4.25		%				11/19/2028						3,000						3,018						2,963						0.00
																														9,130						8,994						0.01
Insurance
Alliant Holdings Intermediate, LLC (8)						L + 3.25%						3.71		%				10/8/2027						1,995						1,980						1,975						0.00
Alliant Holdings Intermediate, LLC (9)						L + 3.50%						4.00		%				11/6/2027						2,992						3,010						2,978						0.00
AssuredPartners, Inc. (9)						SOFR + 3.50%						4.00		%				2/12/2027						4,000						3,990						3,961						0.00
Baldwin Risk Partners, LLC (9)						L + 3.50%						4.00		%				10/14/2027						3,990						3,994						3,960						0.00
BroadStreet Partners, Inc. (8)						L + 3.00%						3.46		%				1/27/2027						2,992						2,978						2,943						0.00
Howden Group Holdings Limited (10)						L + 3.25%						4.00		%				11/12/2027						4,496						4,496						4,452						0.00
HUB International Limited (10)						L + 3.25%						4.00		%				4/25/2025						3,000						3,017						2,985						0.00
NFP Corp. (8)						L + 3.25%						3.71		%				2/15/2027						3,997						3,978						3,933						0.00
SG Acquisition, Inc. (4)(9)						L + 5.00%						6.01		%				1/27/2027						34,399						34,316						34,399						0.03
																														61,759						61,586						0.06
Interactive Media & Services
Ancestry.com Operations, Inc (9)						L + 3.25%						3.75		%				12/6/2027						2,992						2,997						2,948						0.00
Cengage Learning, Inc. (11)						L + 4.75%						5.75		%				6/29/2026						1,496						1,509						1,486						0.00
MH Sub I, LLC (11)						L + 3.75%						4.75		%				9/13/2024						3,000						3,020						2,972						0.00
Project Boost Purchaser, LLC (8)						L + 3.50%						3.96		%				6/1/2026						2,992						3,000						2,966						0.00
Red Planet Borrower, LLC (9)						L + 3.75%						4.76		%				10/2/2028						4,995						4,976						4,940						0.01
SurveyMonkey, Inc. (8)						L + 3.75%						4.21		%				10/10/2025						573						571						570						0.00
																														16,073						15,883						0.02
Internet & Direct Marketing Retail
Donuts, Inc. (4)(11)						SOFR + 6.00%						7.00		%				12/29/2026						28,663						28,526						28,663						0.03
Prodege International Holdings, LLC (4)(7)(10)						L + 5.75%						6.58		%				12/15/2027						19,882						19,464						19,458						0.02
																														47,989						48,121						0.05

116

---

BCRED Emerald JV LP Consolidated Schedule of Investments March 31, 2022 (in thousands) (Unaudited)
Investments (1)						Reference Rate and Spread						Interest Rate (2)						Maturity Date						Par Amount/Units						Cost (3)						Fair Value						Percentage of Net Assets
First Lien Debt (continued)
IT Services
Endurance International Group Holdings, Inc. (10)						L + 3.50%						4.25		%				2/10/2028						3,000						3,002						2,921						0.00
Ensono Holdings, LLC (10)						L + 4.00%						4.75		%				5/19/2028						1,769						1,770						1,741						0.00
Razor Holdco, LLC (4)(10)						L + 5.75%						6.50		%				10/25/2027						25,935						25,434						25,416						0.03
Virtusa Corp. (10)						SOFR + 3.75%						4.50		%				2/11/2028						4,000						3,960						3,973						0.00
																														34,167						34,051						0.03
Leisure Products
Recess Holdings, Inc. (11)						L + 3.75%						4.75		%				9/30/2024						2,195						2,192						2,162						0.00
Life Sciences Tools & Services
Cambrex Corp. (10)						L + 3.50%						4.25		%				12/4/2026						1,995						1,992						1,981						0.00
Curia Global, Inc. (10)						L + 3.75%						4.50		%				8/30/2026						1,995						1,995						1,981						0.00
																														3,988						3,962						0.00
Machinery
Phoenix Services Merger Sub, LLC (11)						L + 3.75%						4.75		%				3/1/2025						2,001						1,988						1,939						0.00
Pro Mach Group, Inc. (7)(11)						L + 4.00%						5.00		%				8/31/2028						1,872						1,872						1,865						0.00
																														3,859						3,804						0.00
Media
Clear Channel Outdoor Holdings, Inc. (8)						L + 3.50%						3.80		%				8/21/2026						1,995						1,963						1,964						0.00
Radiate Holdco, LLC (10)						L + 3.25%						4.00		%				9/25/2026						3,998						4,005						3,969						0.00
Univision Communications, Inc. (10)						L + 3.25%						4.00		%				3/15/2026						3,990						3,986						3,973						0.00
Univision Communications, Inc. (11)						L + 2.75%						3.75		%				3/15/2024						2,000						2,002						2,000						0.00
																														11,956						11,906						0.01
Metals & Mining
SCIH Salt Holdings, Inc. (10)						L + 4.00%						4.75		%				3/16/2027						4,000						3,955						3,942						0.00
Oil, Gas & Consumable Fuels
CQP Holdco LP (9)						L + 3.75%						4.76		%				6/5/2028						6,000						6,002						5,979						0.01
Eagle Midstream Canada Finance, Inc. (4)(13)						L + 6.25%						7.75		%				11/26/2024						40,000						40,000						40,000						0.04
Freeport LNG Investments LLLP (9)						L + 3.50%						4.00		%				12/21/2028						4,000						3,996						3,976						0.00
																														49,998						49,955						0.05
Pharmaceuticals
Embecta Corp. (9)						SOFR + 3.00%						3.50		%				1/27/2029						3,067						3,052						3,034						0.00
Jazz Pharmaceuticals, Inc. (9)						L + 3.50%						4.00		%				4/21/2028						3,990						3,992						3,980						0.00
																														7,044						7,014						0.01

117

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BCRED Emerald JV LP Consolidated Schedule of Investments March 31, 2022 (in thousands) (Unaudited)
Investments (1)						Reference Rate and Spread						Interest Rate (2)						Maturity Date						Par Amount/Units						Cost (3)						Fair Value						Percentage of Net Assets
First Lien Debt (continued)
Professional Services
ALKU, LLC (4)(10)						L + 5.25%						6.00		%				3/1/2028						19,800						19,704						19,751						0.02
Ascend Performance Materials Operations, LLC (10)						L + 4.75%						5.76		%				8/27/2026						1,666						1,675						1,664						0.00
Camelot US Acquisition, LLC (5)(11)						L + 3.00%						4.00		%				10/30/2026						1,995						1,992						1,981						0.00
Cast & Crew Payroll, LLC (9)						SOFR + 3.75%						4.25		%				12/29/2028						4,988						4,985						4,967						0.01
Deerfield Dakota Holding, LLC (11)						L + 3.75%						4.75		%				4/9/2027						2,992						2,989						2,981						0.00
National Intergovernmental Purchasing Alliance Co. (8)						L + 3.50%						4.51		%				5/23/2025						3,000						3,001						2,955						0.00
Trans Union, LLC (9)						L + 2.25%						2.75		%				12/1/2028						2,613						2,625						2,598						0.00
Trinity Partners Holdings, LLC (4)(7)(10)						L + 5.75%						6.50		%				12/21/2028						9,316						9,110						9,104						0.01
VT Topco, Inc. (7)(10)						L + 3.75%						4.76		%				8/1/2025						2,552						2,565						2,517						0.00
West Monroe Partners, LLC (4)(7)(10)						L + 5.50%						6.25		%				11/8/2028						30,131						29,557						29,539						0.03
																														78,203						78,057						0.08
Real Estate Management & Development
Cumming Group, Inc. (4)(7)(11)						L + 5.75%						6.76		%				5/26/2027						11,880						11,843						11,842						0.01
Progress Residential PM Holdings, LLC (4)(7)(10)						L + 6.25%						7.00		%				2/16/2028						18,138						18,314						17,912						0.02
																														30,157						29,754						0.03
Software
Boxer Parent Company, Inc. (8)						L + 3.75%						4.76		%				10/2/2025						3,988						3,978						3,970						0.00
Brave Parent Holdings, Inc. (8)						L + 4.00%						4.46		%				4/18/2025						1,011						1,012						1,002						0.00
Cloudera, Inc. (9)						L + 3.75%						4.25		%				8/9/2028						3,000						3,012						2,968						0.00
ConnectWise, LLC (9)						L + 3.50%						4.00		%				9/29/2028						4,495						4,503						4,471						0.00
Delta Topco, Inc. (10)						L + 3.75%						4.50		%				12/1/2027						4,000						3,965						3,944						0.00
EP Purchaser, LLC (9)						L + 3.50%						4.51		%				11/6/2028						2,500						2,516						2,487						0.00
Epicor Software Corp. (10)						L + 3.25%						4.00		%				7/30/2027						5,000						4,946						4,967						0.01
Flexera Software, LLC (10)						L + 3.75%						4.50		%				1/26/2028						3,000						2,988						2,971						0.00
GI Consilio Parent, LLC (9)						L + 4.00%						4.50		%				4/30/2028						3,712						3,716						3,676						0.00
GovernmentJobs.com, Inc. (4)(7)(10)						L + 5.50%						6.25		%				12/1/2028						23,600						23,025						22,997						0.02
Greeneden U.S. Holdings II, LLC (10)						L + 4.00%						4.91		%				12/1/2027						4,489						4,490						4,487						0.00
HS Purchaser, LLC (10)						L + 4.00%						4.75		%				11/19/2026						2,992						2,996						2,962						0.00
Hyland Software, Inc. (10)						L + 3.50%						4.25		%				7/1/2024						2,992						2,994						2,981						0.00
Idera, Inc. (10)						L + 3.75%						4.50		%				2/4/2028						2,992						3,003						2,945						0.00
Ivanti Software, Inc. (10)						L + 4.00%						5.00		%				12/1/2027						2,000						1,989						1,970						0.00
LD Lower Holdings, Inc. (4)(7)(11)						L + 6.50%						7.51		%				2/8/2026						15,098						14,954						15,098						0.02
Medallia, Inc. (4)(10)						L + 6.75% PIK						7.50		%				10/29/2028						39,736						38,977						38,941						0.04

118

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BCRED Emerald JV LP Consolidated Schedule of Investments March 31, 2022 (in thousands) (Unaudited)
Investments (1)						Reference Rate and Spread						Interest Rate (2)						Maturity Date						Par Amount/Units						Cost (3)						Fair Value						Percentage of Net Assets
First Lien Debt (continued)
Software (continued)
Monk Holding Co. (4)(7)(10)						L + 5.75%						6.50		%				12/1/2027						29,700						28,921						28,893						0.03
Nintex Topco Limited (4)(10)						L + 5.75%						6.50		%				11/13/2028						30,000						29,418						29,400						0.03
NortonLifeLock, Inc. (9)						SOFR + 2.00%						2.50		%				1/27/2029						4,000						3,980						3,956						0.00
Perforce Software, Inc. (8)						L + 3.75%						4.21		%				7/1/2026						3,371						3,360						3,338						0.00
Project Alpha Intermediate Holding, Inc. (8)						L + 4.00%						4.30		%				4/26/2024						3,000						2,993						2,986						0.00
Quest Software, Inc. (9)						SOFR + 4.25%						4.75		%				5/16/2025						4,000						3,961						3,946						0.00
RealPage, Inc. (9)						L + 3.25%						3.75		%				4/24/2028						2,992						3,004						2,963						0.00
Relativity ODA, LLC (4)(7)(11)						L + 6.50% PIK						7.50		%				5/12/2027						5,800						5,710						5,705						0.01
Rocket Software, Inc. (9)						L + 4.25%						4.75		%				11/28/2025						2,480						2,463						2,452						0.00
S2P Acquisition Borrower, Inc. (8)						L + 4.00%						4.46		%				8/14/2026						3,000						3,012						2,988						0.00
Sovos Compliance, LLC (7)(9)						L + 4.50%						5.00		%				7/29/2028						2,558						2,592						2,558						0.00
SS&C Technologies, Inc. (9)						SOFR + 2.25%						2.75		%				3/22/2029						5,000						4,875						4,960						0.01
Stamps.com, Inc. (4)(10)						L + 5.75%						6.50		%				10/5/2028						30,000						29,418						29,700						0.03
Stamps.com, Inc. (4)(10)						L + 5.75%						6.50		%				10/5/2028						30,000						29,418						29,700						0.03
Surf Holdings, LLC (8)						SOFR + 3.50%						4.11		%				3/5/2027						3,000						3,003						2,975						0.00
Symphony Technology Group (10)						L + 5.00%						5.75		%				7/27/2028						6,000						5,985						5,966						0.01
The Ultimate Software Group, Inc. (9)						L + 3.25%						4.21		%				5/4/2026						2,500						2,512						2,483						0.00
Triple Lift, Inc. (4)(7)(10)						L + 5.75%						6.50		%				5/6/2028						14,888						14,702						14,696						0.01
University Support Services, LLC (9)						L + 3.25%						3.75		%				2/10/2029						2,500						2,503						2,473						0.00
Veritas US, Inc. (11)						L + 5.00%						6.00		%				9/1/2025						3,718						3,718						3,489						0.00
Vision Solutions, Inc. (10)						L + 4.00%						4.75		%				3/4/2028						5,069						5,074						5,024						0.01
																														313,683						313,487						0.32
Specialty Retail
CustomInk, LLC (4)(11)						L + 6.21%						7.21		%				5/3/2026						36,866						36,427						36,405						0.04
Technology Hardware, Storage & Peripherals
Lytx, Inc. (4)(11)						L + 6.75%						7.75		%				2/28/2026						29,472						29,331						29,177						0.03
Trading Companies & Distributors
Diversitech Holdings, Inc. (7)(9)						L + 3.75%						4.76		%				12/22/2028						4,963						4,895						4,893						0.01
Foundation Building Materials, Inc. (9)						L + 3.25%						3.75		%				2/3/2028						3,000						3,007						2,952						0.00
LBM Acquisition, LLC (10)						L + 3.75%						4.50		%				12/17/2027						4,000						3,998						3,910						0.00
Park River Holdings, Inc. (10)						L + 3.25%						4.22		%				12/28/2027						4,000						3,977						3,918						0.00
Porcelain Acquisition Corp. (4)(7)(11)						L + 5.75%						6.75		%				4/30/2027						8,863						8,604						8,747						0.01
Specialty Building Products Holdings, LLC (9)						L + 3.75%						4.25		%				10/15/2028						2,000						2,012						1,957						0.00

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BCRED Emerald JV LP Consolidated Schedule of Investments March 31, 2022 (in thousands) (Unaudited)
Investments (1)						Reference Rate and Spread						Interest Rate (2)						Maturity Date						Par Amount/Units						Cost (3)						Fair Value						Percentage of Net Assets
First Lien Debt (continued)
Trading Companies & Distributors
SRS Distribution, Inc. (9)						SOFR + 3.50%						4.02		%				6/4/2028						5,995						5,958						5,930						0.01
The Cook & Boardman Group, LLC (11)						SOFR + 5.75%						6.75		%				10/17/2025						3,896						3,806						3,803						0.00
																														36,256						36,111						0.04
Transportation Infrastructure
Atlas CC Acquisition Corp. (10)						L + 4.25%						5.00		%				5/25/2028						1,995						1,992						1,990						0.00
First Student Bidco, Inc. (9)						L + 3.00%						3.98		%				7/21/2028						3,994						3,982						3,966						0.00
Frontline Road Safety, LLC (4)(7)(10)						L + 5.75%						6.67		%				5/3/2027						13,367						12,885						12,866						0.01
Roadsafe Holdings, Inc. (4)(11)						L + 5.75%						6.75		%				10/19/2027						18,984						18,786						18,794						0.02
																														37,645						37,616						0.04
Wireless Telecommunication Services
CCI Buyer, Inc. (10)						SOFR + 4.00%						4.75		%				12/17/2027						5,528						5,469						5,464						0.01
Total First Lien Debt																														$	2,130,739					$	2,127,035					216		%
Second Lien Debt
Health Care Providers & Services
Jayhawk Buyer, LLC (4)(11)						L + 8.75%						9.75		%				10/15/2027						$	1,877					$	1,854					$	1,863					0.19		%
Industrial Conglomerates
Victory Buyer, LLC (4)(9)						L + 7.00%						7.50		%				11/1/2029						28,857						28,576						28,569						0.03
Total Second Lien Debt																														$	30,430					$	30,431					3		%
Warrant
Software
Mermaid EquityCo L.P. - Class B Units (4)																								$	495					$	831					$	974					0.10		%
Total Warrant																														$	831					$	974					0.10		%
Equity
Aerospace & Defense
Loar Acquisition 13, LLC - Common Units (4)																								2,547,048						$	4,305					$	4,763					0.48		%
Air Freight & Logistics
AGI Group Holdings LP - A2 Units (4)																								194						208						208						0.00
Mode Holdings, L.P. - Class A-2 Common Units (4)																								1,230,769						2,215						2,215						0.00
																														2,424						2,424						0.00
Distributors
Box Co-Invest Blocker, LLC (4)																								780,000						780						799						0.00

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BCRED Emerald JV LP Consolidated Schedule of Investments March 31, 2022 (in thousands) (Unaudited)
Investments (1)						Reference Rate and Spread						Interest Rate (2)						Maturity Date						Par Amount/Units						Cost (3)						Fair Value						Percentage of Net Assets
Equity (continued)
Diversified Consumer Services
Cambium Holdings, LLC - Senior Preferred Interests (4)																								974,662						1,132						1,182						0.00
Deneb Ultimate Topco, LLC - Class A Units (4)																								728						728						748						0.00
																														1,859						1,930						0.00
Health Care Providers & Services
Jayhawk Holdings, LP - A-1 Common Units (4)																								797						210						227						0.00
Jayhawk Holdings, LP - A-2 Common Units (4)																								429						113						122						0.00
																														322						349						0.00
Software
Lobos Parent, Inc. - Series A Preferred Shares (4)																								5,773						5,700						5,831						0.01
Mermaid Equity Co. L.P. - Class A-2 Common Units (4)																								1,614,060						4,245						4,648						0.00
																														9,945						10,479						0.01
Transportation Infrastructure
Frontline Road Safety Investments, LLC - Class A Common Units (4)																								3,936						376						376						0.00
Total Equity Investments																														$	20,011					$	21,120					2.14		%
Total Investments - non-controlled/non-affiliated																														$	2,182,011					$	2,179,561					221.27		%
Investments — non-controlled/affiliated
Equity
Distributors
GSO DL Co-Invest EIS LP (EIS Acquisition Holdings, LP) - Class A Common Units (4)(14)																														$	1,828					$	2,040					0.21		%
Total Equity																														$	1,828					$	2,040					0.21		%
Total Investments — non-controlled/affiliated																														$	1,828					$	2,040					0.21		%
Investments—controlled/affiliated
Equity
Specialty Retail
GSO DL CoInvest CI LP (CustomInk, LLC) - Series A Preferred Units (4)(14)																														$	3,542					$	3,618					0.37		%
Total Equity																														$	3,542					$	3,618					0.37		%
Total Investments — controlled/affiliated																														$	3,542					$	3,618					0.37		%
Total Investment Portfolio																														$	2,187,381					$	2,185,220					221.85		%
Cash and Cash Equivalents
State Street Institutional U.S. Government Money Market Fund																														$	26,198					$	26,198					2.66		%
Other Cash and Cash Equivalents																														48,598						48,598						0.05
Total Portfolio Investments, Cash and Cash Equivalents																														$	2,262,176					$	2,260,015					229.45		%

(1)    All debt investments are income producing unless otherwise indicated. All equity investments are non-income producing unless otherwise noted. Certain portfolio company investments are subject to contractual restrictions on sales. The total par amount is presented for debt investments and the number of

121

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shares or units owned is presented for equity investments. Each of the Company’s investments is pledged as collateral, under one or more of its credit facilities unless otherwise indicated.

(2)    Variable rate loans to the portfolio companies bear interest at a rate that is determined by reference to either LIBOR (“L”), Canadian Dollar Offered Rate (“CDOR” or “C”), Sterling Overnight Interbank Average Rate (“SONIA” or “S”), Euro Interbank Offer Rate (“Euribor” or “E”), Secured Overnight Financing Rate (“SOFR or "S"), or an alternate base rate (commonly based on the Federal Funds Rate (“F”) or the U.S. Prime Rate (“P”)), which generally resets periodically. For each loan, the Company has indicated the reference rate used and provided the spread and the interest rate in effect as of March 31, 2022. Variable rate loans typically include an interest reference rate floor feature. For each such loan, the Company has provided the interest rate in effect on the date presented.

(3)    The cost represents the original cost adjusted for the amortization of discounts and premiums, as applicable, on debt investments using the effective interest method in accordance with accounting principles generally accepted in the United States of America ("U.S. GAAP").

(4)    These investments were valued using unobservable inputs and are considered Level 3 investments.

(5)    These debt investments are not pledged as collateral under any of the Company's credit facilities. For other debt investments that are pledged to the Company's credit facilities, a single investment may be divided into parts that are individually pledged as collateral to separate credit facilities.

(6)    For unsettled positions the interest rate does not include the base rate.

(7)    Position or portion thereof is an unfunded loan commitment, and no interest is being earned on the unfunded portion, although the investment may be subject to unused commitment fees. Negative cost and fair value results from unamortized fees, which are capitalized to the investment cost. The unfunded loan commitment may be subject to a commitment termination date that may expire prior to the maturity date stated. See below for more information on the Company’s unfunded commitments (all commitments are first lien, unless otherwise noted):

Investments—non-controlled/non-affiliated

Commitment Type

Commitment Expiration Date

Unfunded Commitment

Fair Value

First Lien Debt

ADCS Clinics Intermediate Holdings, LLC

Delayed Draw Term Loan

5/7/2023

$

545

$

—

ADCS Clinics Intermediate Holdings, LLC

Revolver

5/7/2027

781

(16)

AI Aqua Merger Sub, Inc.

Delayed Draw Term Loan

7/30/2028

741

—

Albireo Energy, LLC

Delayed Draw Term Loan

6/23/2022

4,646

—

Atlas Intermediate III, LLC

Delayed Draw Term Loan

8/23/2022

927

—

Barbri , Inc.

Delayed Draw Term Loan

4/28/2023

2,198

—

Bazaarvoice, Inc.

Delayed Draw Term Loan

11/7/2022

2,831

—

Bazaarvoice, Inc.

Revolver

5/7/2026

2,123

—

Monk Holding Co.

Delayed Draw Term Loan

12/1/2023

7,996

(106)

Cambium Learning Group, Inc.

Revolver

7/20/2028

3,249

—

CCBlue Bidco, Inc.

Delayed Draw Term Loan

12/21/2023

3,841

(38)

Tailwind Colony Holding Corporation

Delayed Draw Term Loan

12/10/2022

177

—

CPI Holdco, LLC

Delayed Draw Term Loan

5/1/2023

8,058

—

CPI Holdco, LLC

Revolver

11/1/2026

2,974

(59)

CSHC Buyerco, LLC

Delayed Draw Term Loan

2/15/2024

3,511

—

Cumming Group, Inc.

Delayed Draw Term Loan

5/26/2027

4,136

(38)

Cumming Group, Inc.

Revolver

5/26/2027

1,610

—

DCA Investment Holdings, LLC

Delayed Draw Term Loan

3/12/2023

407

—

Diversitech Holdings, Inc.

Delayed Draw Term Loan

12/22/2028

1,027

(519)

Forefront Management Holdings, LLC

Delayed Draw Term Loan

3/23/2029

1,181

—

Frontline Road Safety, LLC - A

Delayed Draw Term Loan

5/3/2027

484

—

Frontline Road Safety, LLC - B

Delayed Draw Term Loan

5/3/2022

3,720

—

Genuine Financial Holdings, LLC

Delayed Draw Term Loan

4/1/2023

2,547

—

GovernmentJobs.com, Inc.

Revolver

11/30/2027

2,566

(51)

GovernmentJobs.com, Inc.

Delayed Draw Term Loan

11/30/2023

8,018

—

Java Buyer, Inc.

Delayed Draw Term Loan

12/15/2023

4,912

—

Knowledge Pro Buyer, Inc.

Delayed Draw Term Loan

12/10/2023

3,878

(39)

Knowledge Pro Buyer, Inc.

Revolver

12/10/2027

1,241

—

Latham Pool Products, Inc.

Delayed Draw Term Loan

2/23/2027

11,250

—

LD Lower Holdings, Inc.

Delayed Draw Term Loan

2/8/2023

2,542

—

Reverb Buyer, Inc.

Delayed Draw Term Loan

11/1/2028

640

(4)

Navigator Acquiror, Inc.

Delayed Draw Term Loan

7/16/2023

4,926

—

New Arclin US Holding Corp.

Delayed Draw Term Loan

9/22/2028

382

(9)

Pediatric Associates Holding Co., LLC

Delayed Draw Term Loan

12/28/2028

526

—

Porcelain Acquisition Corp.

Delayed Draw Term Loan

4/30/2022

2,115

—

Pro Mach Group, Inc.

Delayed Draw Term Loan

8/31/2028

128

—

Prodege International Holdings, LLC

Delayed Draw Term Loan

12/15/2022

3,561

—

Progress Residential PM Holdings, LLC

Delayed Draw Term Loan

3/17/2023

3,721

—

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Investments—non-controlled/non-affiliated						Commitment Type						Commitment Expiration Date						Unfunded Commitment						Fair Value
Qualus Power Services Corp.						Delayed Draw Term Loan						3/26/2023						2,003						(25)
Refficiency Holdings, LLC						Delayed Draw Term Loan						12/16/2027						475						—
Relativity ODA, LLC						Revolver						5/12/2027						538						(8)
RWL Holdings, LLC						Delayed Draw Term Loan						12/1/2027						5,185						(52)
Smile Doctors, LLC						Delayed Draw Term Loan						12/21/2023						3,082						—
Smile Doctors, LLC						Revolver						12/21/2027						4,368						—
Sovos Compliance, LLC						Delayed Draw Term Loan						8/11/2028						442						—
Stepping Stones Healthcare Services, LLC						Delayed Draw Term Loan						12/30/2023						3,625						(36)
Stepping Stones Healthcare Services, LLC						Revolver						12/30/2026						1,523						—
Trinity Partners Holdings, LLC						Delayed Draw Term Loan						12/21/2023						2,518						(25)
Triple Lift, Inc.						Revolver						5/6/2028						2,143						(43)
US Oral Surgery Management Holdco, LLC						Delayed Draw Term Loan						11/18/2023						7,269						—
US Oral Surgery Management Holdco, LLC						Revolver						11/18/2027						1,915						(29)
VT Topco, Inc.						Delayed Draw Term Loan						8/1/2025						169						(2)
West Monroe Partners, LLC						Delayed Draw Term Loan						11/9/2023						7,580						—
West Monroe Partners, LLC						Revolver						11/9/2027						2,274						—
WHCG Purchaser III, Inc.						Revolver						6/22/2026						741						(7)
WHCG Purchaser III, Inc.						Delayed Draw Term Loan						6/22/2023						1,154						—
Total Unfunded Commitments																		$	157,120					$	(1,106)

(8)    There are no interest rate floors on these investments.

(9)    The interest rate floor on these investments as of March 31, 2022 was 0.50%.

(10)    The interest rate floor on these investments as of March 31, 2022 was 0.75%.

(11)    The interest rate floor on these investments as of March 31, 2022 was 1.00%.

(12)    The interest rate floor on these investments as of March 31, 2022 was 1.25%.

(13)    The interest rate floor on these investments as of March 31, 2022was 1.50%.

Below is selected balance sheet information for the JV as of March 31, 2022:

			March 31, 2022
ASSETS			(Unaudited)
Investments at fair value (cost of $2,187,381 at March 31, 2022)			$	2,185,220
Cash and cash equivalents			74,795
Interest receivable			17,979
Receivable for investments sold			22,261
Deferred financing costs			5,742
Total assets			$	2,305,997
LIABILITIES
Debt			$	916,699
Distribution payable			12,234
Payable for investments purchased and other liabilities			392,796
Total liabilities			1,321,729
MEMBERS’ EQUITY
Members’ Equity			984,268
Total Members’ Equity			984,268
Total liabilities and member’s equity			$	2,305,997

Below is selected statement of operations information for the JV as of March 31, 2022:

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			For the Three Months Ended March 31, 2022
Investment income:
From non-controlled/non-affiliated investments:
Interest income			$	25,621
Other income			164
Total investment income			25,785
Expenses:
Interest expense			4,222
Other expenses			660
Total expenses			4,882
Net investment income before taxes			20,903
Taxes			—
Net investment income after taxes			20,903
Net realized and change in unrealized gain (loss) on investments
Net change in unrealized gain (loss) on investments			(2,161)
Net realized gains on investments			(110)
Total net realized and change in unrealized gain (loss) on investments			(2,271)
Net increase (decrease) in net assets resulting from operations			$	18,632

Note 11. Twin Peaks Acquisition

Pursuant to a Securities Purchase Agreement, dated March 5, 2021 (the “Purchase Agreement”), by and among the Company, Twin Peaks Parent LLC, a Delaware limited liability company not affiliated with the Company (the “Seller”), Twin Peaks, Teacher Retirement System of Texas, an investor in Seller, and the Adviser, the Company acquired Twin Peaks which includes a portfolio of assets from Seller consisting of loans to 41 borrowers, five equity investments, cash and other assets (collectively, the “Assets”) for an aggregate purchase price of $721.0 million. The purchase price represents the fair market value of the Assets of $1,059.0 million determined pursuant to the Company’s valuation procedures (including approval of the valuations by the Company’s Board after review of reports provided by independent valuation providers) within 48 hours of the closing, less the amount of assumed borrowings (including accrued interest) of $338.0 million. The Seller is an entity owned and controlled by a third party and advised by an affiliate of the Adviser. An affiliate of the Adviser owns an approximately 2.9% non-voting interest in the Seller. The acquisition of Twin Peaks was funded with cash on hand, which primarily consists of proceeds from the Company’s offering of its common shares.

Pursuant to the Purchase Agreement, the Company purchased 100% of the limited liability company interests in Twin Peaks, which directly holds Assets and two wholly-owned financing subsidiaries (the “Financing Subsidiaries”), each of which directly holds Assets. Each of the Financing Subsidiaries (Denali Peak Funding and Siris Peak Funding) are now indirectly wholly-owned by the Company and have entered into credit facilities that have been assumed by the Company pursuant to the Purchase Agreement.

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The following table summarizes the assets and liabilities of Twin Peaks as of the acquisition date:

			March 5, 2021
ASSETS
Investments at fair value			$	1,023,188
Cash and cash equivalents			23,609
Interest receivable			10,018
Other assets			2,211
Total assets			$	1,059,026
LIABILITIES
Debt			$	337,648
Interest payable			365
Total liabilities			338,013
NET ASSETS
Total net assets			721,013
Total liabilities and net assets			$	1,059,026

Note 12. Subsequent Events

The Company’s management evaluated subsequent events through the date of issuance of the consolidated financial statements. There have been no subsequent events that occurred during such period that would require disclosure in, or would be required to be recognized in the consolidated financial statements as of March 31, 2022, except as discussed below.

April Subscriptions and Dividend Declarations

The Company received approximately $1.6 billion of net proceeds relating to the issuance of Class I shares, Class S shares, and Class D shares for subscriptions effective April 1, 2022.

On April 20, 2022, the Company’s Board declared distributions of $0.1740 per Class I share, $0.1557 per Class S share, and $0.1686 per Class D share, which is payable on May 27, 2022 to shareholders of record as of April 30, 2022.

May Subscriptions

The Company received approximately $1.5 billion of net proceeds relating to the issuance of Class I shares, Class S shares, and Class D shares for subscriptions effective May 1, 2022.

The Company has closed on aggregate subscriptions of approximately $20.7 billion since the time it commenced operations on January 7, 2021.

Financing Transactions

April 2026 Notes

On April 14, 2022, the Company issued £250,000,000 in aggregate principal amount of its 4.875% notes due 2026 (the “April 2026 Notes”), in a private placement to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended, and to certain non-U.S. persons outside the United States pursuant to Regulation S under the Securities Act. The April 2026 Notes will mature on April 14, 2026 and may be redeemed in whole or in part at the Company’s option at any time at par value plus a “make-whole” premium.

May 2027 Notes

On May 3, 2022, the Company entered into a Note Purchase Agreement (the “Note Purchase Agreement”) governing the issuance of $625.0 million in aggregate principal amount 5.61% Series A Senior Notes (the “May 2027 Notes”) to qualified institutional investors in a private placement. The May 2027 Notes were issued on May 3, 2022 and will mature on May 3,

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2027 unless redeemed, purchased or prepaid prior to such date by the Company or its affiliates in accordance with their terms. Interest on the May 2027 Notes will be due semiannually. In addition, the Company is obligated to offer to repay the May 2027 Notes at par if certain change in control events occur. The May 2027 Notes are general unsecured obligations of the Company that rank pari passu with all outstanding and future unsecured unsubordinated indebtedness issued by the Company. In addition, in the event that a Below Investment Grade Event occurs, the May 2027 Notes will bear interest at a fixed rate of 6.61% per year from the date of the occurrence of the Below Investment Grade Event to and until the date on which the Below Investment Grade Event is no longer continuing.

Borah Peak Funding Facility

On April 4, 2022, Borah Peak Funding LLC, a wholly-owned subsidiary of the Company, entered into a senior secured revolving credit facility (the “Borah Peak Funding Facility”) with Bank of America. Bank of America serves as administrative agent, Deutsche Bank Trust Company Americas serves as collateral administrator and the Company serves as manager under the Borah Peak Funding Facility.

Advances under the Borah Peak Funding Facility bear interest initially at a per annum rate equal to: (i) in the case of term SOFR loans, a rate per annum equal to the term SOFR rate for such day plus 1.35%, and (ii) in the case of base rate loans, 1.35% plus the higher of (a) the federal funds rate plus ½ of 1%, (b) the prime rate in effect for such day, (c) term SOFR plus 1.00%, and (d) 1.00%. Effective January 4, 2023, Borah Peak Funding is required to utilize a minimum percentage of the financing commitments, which amount increases in three-month intervals from 20% on such effective date to 80% from and after October 4, 2022 and thereafter. Unused amounts below such minimum utilization amount accrue a fee at a rate of 1.35% per annum. In addition, effective on January 4, 2023, Borah Peak Funding pays an unused fee on the daily unused amount of the financing commitments in excess of such minimum utilization amount, which amount shall initially be 0.25% per annum, in addition to certain other fees as agreed between Borah Peak Funding and Bank of America.

The initial maximum commitment amount of the Borah Peak Funding Facility is $400 million. Proceeds from borrowings under the Borah Peak Funding Facility may be used to fund portfolio investments by Borah Peak Funding and to make advances under revolving loans or delayed draw term loans where Borah Peak Funding is a lender. All amounts outstanding under the Borah Peak Funding Facility must be repaid by April 4, 2024.

Other

Effective May 2, 2022, the Board appointed Michelle Greene to the Board and as a member of the Board’s Audit Committee, Nominating and Governance Committee, and Compensation Committee. Ms. Greene’s appointment brings the total number of trustees on the Board to seven, five of whom are not “interested persons” of the Company as defined in Section 2(a)(19) of the Investment Company Act of 1940, as amended.

Effective May 3, 2022, in light of new responsibilities and time commitments within Blackstone Credit, Daniel H. Smith, Jr. resigned from his position as a trustee of the Company. Mr. Smith’s resignation was not a result of any disagreement with the Company on any matter relating to the Company’s operations, policies or practices.

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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 “Item 1. Financial Statements.”  This discussion contains forward-looking statements, which relate to future events our future performance or financial condition and involves numerous risks and uncertainties, including, but not limited to, those set forth in “Risk Factors” in Part I, Item 1A of our annual report on Form 10-K for the year ended December 31, 2021 and Part II, Item 1A of this Form 10-Q and elsewhere in this Form 10-Q.

Overview and Investment Framework

We are a newly organized, externally managed, non-diversified closed-end management investment company that has elected to be treated as a BDC under the 1940 Act. Formed as a Delaware statutory trust on February 11, 2020, we are externally managed by the Adviser, which is responsible for sourcing potential investments, conducting due diligence on prospective investments, analyzing investment opportunities, structuring investments and monitoring our portfolio on an ongoing basis. Our Adviser is registered as investment adviser with the SEC. We have elected to be treated, and intend to qualify annually thereafter, as a RIC under the Code.

Under our Investment Advisory Agreement, we have agreed to pay the Adviser an annual management fee as well as an incentive fee based on our investment performance. Also, under the Administration Agreement, we have agreed to reimburse the Administrator for the allocable portion of overhead and other expenses incurred by the Administrator in performing its obligations under the Administration Agreement, including our allocable portion of the costs of compensation and related expenses of our chief compliance officer, chief financial officer and their respective staffs.

Our investment objectives are to generate current income and, to a lesser extent, long-term capital appreciation. Under normal circumstances, we will invest at least 80% of our total assets (net assets plus borrowings for investment purposes) in private credit investments (loans, bonds and other credit instruments that are issued in private offerings or issued by private companies). If we change our 80% test, we will provide shareholders with at least 60 days’ notice of such change. Once we have invested a substantial amount of proceeds from the offering, under normal circumstances we expect that the majority of our portfolio will be in privately originated and privately negotiated investments, predominantly direct lending to U.S. private companies through (i) first lien senior secured and unitranche loans and (ii) second lien, unsecured, subordinated or mezzanine loans and structured credit, as well as broadly syndicated loans (for which we may serve as an anchor investor), club deals (generally investments made by a small group of investment firms) and other debt and equity securities (the investments described in this sentence, collectively, “Private Credit”). To a lesser extent, we will also invest in publicly traded securities of large corporate issuers (“Opportunistic Credit”). We expect that the Opportunistic Credit investments will generally be liquid, and may be used for the purposes of maintaining liquidity for our share repurchase program and cash management, while also presenting an opportunity for attractive investment returns.

Most of our investments are in U.S private companies, but (subject to compliance with BDCs’ requirement to invest at least 70% of its assets in U.S private companies), we also expect to invest to some extent in European and other non-U.S. companies, but do not expect to invest in emerging markets. Subject to the limitations of the 1940 Act, we may invest in loans or other securities, the proceeds of which may refinance or otherwise repay debt or securities of companies whose debt is owned by other Blackstone Credit funds. From time to time, we may co-invest with other Blackstone Credit funds.

Key Components of Our Results of Operations

Investments

We focus primarily on loans and securities, including syndicated loans, of private U.S. companies. Our level of investment activity (both the number of investments and the size of each investment) can and will vary substantially from period to period depending on many factors, including the amount of debt and equity capital available to private companies, the level of merger and acquisition activity for such companies, the general economic environment, trading prices of loans and other securities and the competitive environment for the types of investments we make.

Revenues

We generate revenue in the form of interest income on debt investments, capital gains, and dividend income from our equity investments in our portfolio companies. Our senior and subordinated debt investments are expected to bear interest at a fixed or floating rate. Interest on debt securities is generally payable quarterly or semiannually. In some cases, some of our investments may provide for deferred interest payments or PIK interest. The principal amount of the debt securities and any

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accrued but unpaid PIK interest generally will become due at the maturity date. In addition, we may generate revenue in the form of commitment and other fees in connection with transactions. Original issue discounts and market discounts or premiums will be capitalized, and we will accrete or amortize such amounts as interest income. We will record prepayment premiums on loans and debt securities as interest income. Dividend income, if any, will be recognized on an accrual basis to the extent that we expect to collect such amounts. In addition, we generate revenue in the form of commitment, loan origination, structuring or diligence fees, fees for providing managerial assistance to our portfolio companies, and possibly consulting fees.

In addition, we generate revenue in the form of commitment, loan origination, structuring or diligence fees, fees for providing managerial assistance to our portfolio companies, and possibly consulting fees.

Expenses

Except as specifically provided below, all investment professionals and staff of the Adviser, when and to the extent engaged in providing investment advisory services to us, and the base compensation, bonus and benefits, and the routine overhead expenses, of such personnel allocable to such services, will be provided and paid for by the Adviser. We bear all other costs and expenses of our operations, administration and transactions, including, but not limited to (a) investment advisory fees, including management fees and incentive fees, to the Adviser, pursuant to the Investment Advisory Agreement; (b) our allocable portion of compensation, overhead (including rent, office equipment and utilities) and other expenses incurred by the Administrator in performing its administrative obligations under the Administration Agreement, including but not limited to: (i) our chief compliance officer, chief financial officer and their respective staffs; (ii) investor relations, legal, operations and other non-investment professionals at the Administrator that performs duties for us; and (iii) any internal audit group personnel of Blackstone or any of its affiliates; and (c) all other expenses of our operations, administrations and transactions.

From time to time, the Adviser, the Administrator or their affiliates may pay third-party providers of goods or services. We will reimburse the Adviser, the Administrator or such affiliates thereof for any such amounts paid on our behalf. From time to time, the Adviser or the Administrator may defer or waive fees and/or rights to be reimbursed for expenses. All of the foregoing expenses will ultimately be borne by our shareholders.

Expense Support and Conditional Reimbursement Agreement

We have entered into an Expense Support Agreement with the Adviser. For additional information see “Item 1. Consolidated Financial Statements—Notes to Consolidated Financial Statements—Note 3. Fees, Expenses, Agreements and Related Party Transactions.”

Portfolio and Investment Activity

For the three months ended March 31, 2022, we acquired $8,592.0 million aggregate principal amount of investments (including $680.3 million of unfunded commitments), $7,350.1 million of which was first lien debt, $369.9 million of which was second lien debt, $38.9 million of which was unsecured debt, $60.9 million of which was structured finance investments and $772.1 million of which was equity (which includes a $733.4 million investment in our joint venture).

For the three months ended March 31, 2021, we acquired $6,217.0 million aggregate principal amount of investments (including $509.1 million of unfunded commitments), $5,741.9 million of which was first lien debt, $400.6 million of which was second lien debt, $67.1 million of which was unsecured debt, and $7.4 million of which was equity.

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Our investment activity is presented below (information presented herein is at amortized cost unless otherwise indicated) (dollar amounts in thousands):

			As of and for the three months ended March 31,
			2022						2021
Investments:
Total investments, beginning of period			$	30,698,023					$	—
New investments purchased			7,842,704						5,642,950
Net accretion of discount on investments			23,451						1,704
Net realized gain (loss) on investments			1,662						417
Investments sold or repaid			(789,219)						(227,117)
Total investments, end of period			$	37,776,621					$	5,417,954
Amount of investments funded at principal:
First lien debt investments			$	6,694,844					$	5,232,856
Second lien debt investments			344,936						400,626
Unsecured debt			38,949						67,082
Structured finance investments			60,936						—
Equity investments(4)			772,073						7,360
Total			$	7,911,738					$	5,707,924
Proceeds from investments sold or repaid:
First lien debt investments			$	(724,070)					$	(209,700)
Second lien debt investments			(18,710)						(4,926)
Unsecured debt			(17,571)						(12,491)
Structured finance investments			(6,100)						—
Equity investments			(22,770)						—
Total			$	(789,221)					$	(227,117)
Number of portfolio companies			533						298
Weighted average yield on debt and income producing investments, at cost(1)(2)			6.61		%				6.17		%
Weighted average yield on debt and income producing investments, at fair value(1)(2)			6.62		%				6.16		%
Average loan to value (LTV)(3)			42.5		%				42.3		%
Percentage of debt investments bearing a floating rate, at fair value			99.6		%				98.2		%
Percentage of debt investments bearing a fixed rate, at fair value			0.4		%				1.8		%

(1)Computed as (a) the annual stated interest rate or yield plus the annual accretion of discounts or less the annual amortization of premiums, as applicable, on accruing debt included in such securities, divided by (b) total debt investments (at fair value or cost, as applicable) included in such securities. Actual yields earned over the life of each investment could differ materially from the yields presented above.

(2)As of March 31, 2022 and 2021, the weighted average total portfolio yield at cost was 6.39% and 6.17%, respectively. The weighted average total portfolio yield at fair value was 6.39% and 6.15%, respectively.

(3)Includes all private debt investments for which fair value is determined by our Board in conjunction with a third-party valuation firm and excludes quoted assets. Average loan-to-value represents the net ratio of loan-to-value for each portfolio company, weighted based on the fair value of total applicable private debt investments. Loan-to-value is calculated as the current total net debt through each respective loan tranche divided by the estimated enterprise value of the portfolio company as of the most recent quarter end.

(4)Includes a $733.4 million investment in our joint venture.

As of March 31, 2022, our portfolio companies had a weighted average annual EBITDA of $142 million. These calculations include all private debt investments for which fair value is determined by the Board in conjunction with a third-party valuation firm and excludes quoted assets. Amounts are weighted based on fair market value of each respective investment. Amounts were derived from the most recently available portfolio company financial statements, have not been independently by us, and may reflect a normalized or adjusted amount. Accordingly, we make no representation or warranty in respect of this information.

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Our investments consisted of the following (dollar amounts in thousands):

			March 31, 2022																		December 31, 2021
			Cost						Fair Value						% of Total Investments at Fair Value						Cost						Fair Value						% of Total Investments at Fair Value
First lien debt			$	34,014,336					$	33,999,054					90.00		%				$	28,076,107					$	28,143,451					91.39		%
Second lien debt			2,114,884						2,113,723						5.60						1,799,656						1,813,872						5.89
Unsecured debt			27,500						26,088						0.07						6,061						5,842						0.02
Structured finance investments			341,529						332,554						0.88						287,275						286,610						0.93
Investment in joint venture			733,404						738,201						1.95						—						—						—
Equity investments(1)			544,968						567,854						1.50						528,924						545,918						1.77
Total			$	37,776,621					$	37,777,474					100.00		%				$	30,698,023					$	30,795,693					100.00		%

(1)Includes equity investment in SLC.

As of March 31, 2022 and December 31, 2021, no loans in the portfolio were on non-accrual status.

BCRED Emerald JV

BCRED Emerald JV LP (“JV”), a Delaware limited liability company, was formed as a joint venture between the Company and a large North American pension fund (the “JV Partner”), and commenced operations on January 18, 2022 and operates under a limited liability company agreement. The JV’s principal purpose is to make investments, primarily in senior secured loans that are made to middle-market companies or in broadly syndicated loans. The Company and the JV partner each agreed to contribute up to $1,500 million and $500 million, respectively, to the JV. The Company contributed approximately $733.4 million of cash, and the JV Partner contributed net assets of approximately $244.5 million (i.e. $977.8 million in net assets contributed less $733.4 million in cash received by the JV Partner) to the JV in exchange for initial equity ownership interests of approximately 75% and approximately 25%, respectively. The Company and the JV Partner, through their joint control of the JV’s General Partner, have equal control of the JV's investment decisions and generally all other decisions in respect of the JV must be approved by the JV's investment committee or board of directors, each of which consists of an equal number of representatives of the Company and the JV Partner. Our investment in the JV is disclosed on the Company’s Consolidated Schedule of Investments as of March 31, 2022.

The Company has a variable interest in the JV and has determined that the JV is a variable interest entity under ASC 810. The Company is not deemed to be the primary beneficiary of the JV as there is equal power between the Company and JV. Accordingly, the Company does not consolidate the JV.

For additional information on our joint venture debt obligations see "Item 1. Consolidated Financial Statements—Notes to Consolidated Financial Statements—Note 10. Joint Venture.

Results of Operations

The following table represents our operating results (dollar amounts in thousands):

			Three Months Ended March 31,
			2022						2021
Total investment income			$	555,686					$	34,389
Net expenses			217,865						8,209
Net investment income before excise tax			337,821						26,180
Excise tax expense			117						—
Net investment income after excise tax			337,704						26,180
Net unrealized appreciation (depreciation)			(86,576)						18,120
Net realized gain (loss)			2,615						4,293
Net increase (decrease) in net assets resulting from operations			$	253,743					$	48,593

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Net increase (decrease) in net assets resulting from operations can vary from period to period as a result of various factors, including acquisitions, the level of new investment commitments, the recognition of realized gains and losses and changes in unrealized appreciation and depreciation on the investment portfolio. Additionally, as we commenced operations on January 7, 2021, many of the period over period changes resulted from our deployment of capital and increased balance of our investments. As a result, comparisons may not be meaningful.

Investment Income

Investment income, was as follows (dollar amounts in thousands):

			Three Months Ended March 31,
			2022						2021
Interest income			$	512,807					$	34,203
Payment-in-kind interest income			21,419						122
Dividend income			20,811						—
Fee income			649						64
Total investment income			$	555,686					$	34,389

Total investment income increased to $555.7 million for the three months ended March 31, 2022 from $34.4 million for the same period in the prior year primarily driven by our deployment of capital and the increased balance of our investments. The size of our investment portfolio at fair value increased to $37,777.5 million at March 31, 2022 from $5,434.2 million at March 31, 2021. Included in investment income is dividend income which increased to $20.8 million for the three months ended March 31, 2022, from $0.0 million for the same period in the prior year primarily driven by dividend income received from our JV and our investment in Specialty Lending Company. For the three months ended March 31, 2022 and 2021 payment-in-kind income represented 3.9% and less than 1.0% of investment income, respectively. Additionally, our weighted average yield on debt and income producing investments (at fair market value) increased to 6.6% from 6.2% in the same period in the prior year

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Expenses

Expenses were as follows (dollar amounts in thousands):

			Three Months Ended March 31,
			2022						2021
Interest expense			$	113,390					$	3,440
Management fees			50,627						4,380
Income based incentive fee			48,148						2,845
Capital gains incentive fee			(10,502)						2,802
Distribution and shareholder servicing fees
Class S			9,453						358
Class D			383						—
Professional fees			1,688						578
Board of Trustees’ fees			194						139
Administrative service expenses			1,186						295
Organization costs			—						1,090
Amortization of continuous offering costs			928						771
Other general & administrative			2,370						935
Excise tax expense			117						—
Total expenses			217,982						17,633
Expense support			—						(2,199)
Management fees waived			—						(4,380)
Incentive fees waived			—						(2,845)
Net expenses			$	217,982					$	8,209

Interest Expense

Total interest expense (including unused fees and other debt financing expenses), increased to $113.4 million for the three months ended March 31, 2022 from $3.4 million for the same period in the prior year primarily driven by increased borrowings under our credit facilities, unsecured notes and debt securitizations. The average principal debt outstanding increased to $18,101.5 million for the three months ended March 31, 2022 from $653.5 million for the same period in the prior year in addition to an increase in our weighted average interest rate to 2.4% for the three months ended March 31, 2022 from 1.96% for the same period in the prior year.

Management Fees

Management fees increased to $50.6 million for the three months ended March 31, 2022 from $4.4 million for the same period in the prior year primarily due to an increase in gross assets. Our total gross assets increased to $40,415.5 million at March 31, 2022 from $5,673.4 million at March 31, 2021. For the three months ended March 31, 2021, the Adviser fully waived management fees, which resulted in a waiver of $4.4 million.

Income Based Incentive Fees

Income based incentive fees increased to $48.1 million for the three months ended March 31, 2022 from $2.8 million for the same period in the prior year primarily due to our deployment of capital. For the three months ended March 31, 2021, the Adviser fully waived incentive fees, which resulted in a waiver of $2.8 million.

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Capital Gains Incentive Fees

We accrued capital gains incentive fees of $(10.5) million for the three months ended March 31, 2022 compared to $2.8 million for the same period in the prior year, primarily due to net realized and unrealized losses in the current year contrasted to net realized and unrealized gains during the three months ended March 31, 2021. The accrual for any capital gains incentive fee under U.S. GAAP in a given period may result in an additional expense if such cumulative amount is greater than in the prior period or a reduction of previously recorded expense if such cumulative amount is less in the prior period. If such cumulative amount is negative, then there is no accrual.

Other Expenses

Organization costs and offering costs include expenses incurred in our initial formation and our continuous offering. Professional fees include legal, rating agencies, audit, tax, valuation, technology and other professional fees incurred related to the management of us. Administrative service expenses represent expense reimbursements paid to the Administrator for our allocable portion of overhead and other expenses incurred by the Administrator in performing its obligations under the administration agreement, including our allocable portion of the cost of certain of our executive officers, their respective staff and other non-investment professionals that perform duties for us. Other general and administrative expenses include insurance, filing, research, our sub-administrator, subscriptions and other costs.

Total other expenses increased to $16.2 million for the three months ended March 31, 2022 from $4.2 million for the same period in the prior year primarily driven by an increase of distribution and shareholder servicing fees, professional fees, administrative service expenses and other general & administrative expenses due to servicing a growing portfolio.

Income Taxes, Including Excise Taxes

We elected to be treated as a RIC under Subchapter M of the Code, and we operate in a manner so as to continue to qualify for the tax treatment applicable to RICs. To qualify for tax treatment as a RIC, we must, among other things, distribute to our shareholders in each taxable year generally at least 90% of the sum of our investment company taxable income, as defined by the Code (without regard to the deduction for dividends paid), and net tax-exempt income for that taxable year. To maintain our tax treatment as a RIC, we, among other things, intend to make the requisite distributions to our shareholders, 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 may 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 will accrue excise tax on estimated excess taxable income.

For the three months ended March 31, 2022 and 2021, we incurred $0.1 million and $0.0 million, respectively in U.S. federal excise tax.

Net Unrealized Gain (Loss)

Net unrealized gain (loss) was comprised of the following (dollar amounts in thousands):

			Three Months Ended March 31,
			2022						2021
Net unrealized gain (loss) on investments			$	(73,114)					$	16,210
Net unrealized gain (loss) on foreign currency forward contracts			(13,462)						—
Net unrealized gain (loss) on forward purchase obligation			—						1,910
Net unrealized gain (loss)			$	(86,576)					$	18,120

For the three months ended March 31, 2022, the net unrealized loss was primarily driven by a decrease in the fair value of our debt investments during the period. The fair value of our debt investments as a percentage of principal decreased by 0.2% during the period due to volatility in the quarter driven by inflationary concerns and the Russia/Ukraine conflict.

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For the three months ended March 31, 2021, the fair value of our debt investments increased due to continued spread tightening in the credit markets driven primarily by an anticipated recovery in economic activity later in the year.

Net Realized Gain (Loss)

The realized gains and losses on fully exited and partially exited investments comprised of the following (dollar amounts in thousands):

			Three Months Ended March 31,
			2022						2021
Net realized gain (loss) on investments			$	1,662					$	417
Net realized gain (loss) on forward purchase obligation			—						1,461
Net realized gain (loss) on derivative			—						2,334
Net realized gain (loss) on translation of assets and liabilities in foreign currencies			953						81
Net realized gain (loss)			$	2,615					$	4,293

For the three months ended March 31, 2022, we generated realized gains of $2.6 million, partially offset by realized losses of $0.9 million, primarily from full or partial sales of our debt investments.

For the three months ended March 31, 2021, we generated realized gains on investments of $0.8 million, partially offset by realized losses of $0.4 million, primarily from full or partial sales of quoted loans. Additionally, we generated realized gains of $1.5 million and $2.3 million, which was primarily comprised of net realized gain on our forward purchase obligation and net realized gains on derivative upon settlement of the Syndicated Warehouse, respectively.

If the COVID-19 pandemic continues, it may cause us to experience full or partial losses on our investments upon the exit or restructuring of our investments.

Interest Rate Swaps

We use interest rate swaps to mitigate interest rate risk associated with the Company's fixed rate liabilities. We have designated certain interest rate swaps to be in a hedge accounting relationship. See “Item 1. Consolidated Financial Statements - Notes to Consolidated Financial Statements - Note 2. Significant Accounting Policies” for additional disclosure regarding our accounting for derivative instruments designated in a hedge accounting relationship. See our schedule of investments for additional disclosure regarding these derivative instruments. See “Item 1. Consolidated Financial Statements—Notes to Consolidated Financial Statements—Note 6. Borrowings” for additional disclosure regarding the carrying value of our debt.

Financial Condition, Liquidity and Capital Resources

We generate cash primarily from the net proceeds of our continuous offering of common shares, proceeds from net borrowings on our credit facilities and income earned on our debt investments. The primary uses of our cash and cash equivalents are for (i) originating and purchasing debt investments, (ii) funding the costs of our operations (including fees paid to our Adviser and expense reimbursements paid to our Administrator), (iii) debt service, repayment and other financing costs of our borrowings, (iv) funding repurchases under our Share Repurchase Program and (v) cash distributions to the holders of our shares.

As of March 31, 2022 and December 31, 2021, we had twelve and twelve asset based leverage facilities, one and one revolving credit facility, ten and seven unsecured note issuances, four and three debt securitizations and short term borrowings related to repurchase obligations outstanding, respectively. We have and will continue to, from time to time, enter into additional credit facilities, increase the size of our existing credit facilities or issue additional debt securities, including debt securitizations, unsecured debt, interest rate swaps and other forms of debt. Any such incurrence or issuance may be from sources within the U.S. or from various foreign geographies or jurisdictions, and may be denominated in currencies other than the U.S. Dollar. Additionally, 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%. As of March 31, 2022 and December 31, 2021, we had an aggregate amount of $19,205.8 million and $18,301.5 million, respectively, of debt securities outstanding and our asset coverage ratio was 193.4% and 170.2%.

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Cash and cash equivalents as of March 31, 2022, taken together with our $8,241.0 million of available capacity under our credit facilities (subject to borrowing base availability), proceeds from new or amended financing arrangements and the continuous offering of our common shares is expected to be sufficient for our investing activities and to conduct our operations in the near term. This determination is based in part on our expectations for the timing of funding investment purchases and the timing and amount of future proceeds from sales of our common shares and the use of existing and future financing arrangements. As of March 31, 2022, we had significant amounts payable and commitments for new investments, which we planned to fund using proceeds from offering our common shares and available borrowing capacity under our credit facilities. Additionally, we held $9,508.5 million of Level 2 debt investments as of March 31, 2022, which could provide additional liquidity if necessary.

Although we were able to issue several new unsecured notes and a debt securitization during the three months ended March 31, 2022 and the financial markets have recovered from 2020 levels, another disruption in the financial markets caused by the COVID-19 outbreak, geopolitical uncertainties or any other negative economic development could restrict our access to financing in the future. We may not be able to find new financing for future investments or liquidity needs and, even if we are able to obtain such financing, such financing may not be on as favorable terms as we could have obtained prior to the outbreak of the pandemic. These factors may limit our ability to make new investments and adversely impact our results of operations.

As of March 31, 2022, we had $1,643.0 million in cash and cash equivalents. During the three months ended March 31, 2022, cash used in operating activities was $4,701.7 million, primarily as a result of funding portfolio investments of $7,816.6 million, partially offset by proceeds from sale of investments of $789.2 million and an increase in payables for investments purchases of $2,037.1 million. Cash provided by financing activities was $5,726.7 million during the period, primarily as a result of new share issuances related $5,022.2 million of subscriptions and net borrowings of $890.5 million.

As of March 31, 2021, we had $119.3 million in cash and cash equivalents. During the three months ended March 31, 2021, cash used in operating activities was $3,400.0 million, primarily as a result of funding portfolio investments of $4,316.5 million, the acquisition of Twin Peaks for $697.4 million (net of cash assumed), partially offset by an increase in net payables for investments purchases of $1,404.3 million. Cash provided by financing activities was $3,519.3 million during the period, primarily as a result of new share issuances related $2,085.7 million of subscriptions and net borrowings on our credit facilities $1,451.8 million.

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Equity

The following table summarizes issuances and repurchases of our common shares of beneficial interest during the three months ended March 31, 2022 (dollars in thousands except share amounts):

			March 31, 2022
			Shares						Amount
CLASS I
Subscriptions			125,703,505						$	3,253,768
Share transfers between classes			550,110						14,239
Distributions reinvested			3,932,328						101,772
Share repurchases			(1,490,357)						(38,481)
Early repurchase deduction			—						628
Net increase (decrease)			128,695,586						$	3,331,926
CLASS S
Subscriptions			57,796,302						$	1,496,030
Share transfers between classes			(29,619)						(766)
Distributions reinvested			1,417,580						36,694
Share repurchases			(647,663)						(16,723)
Early repurchase deduction			—						253
Net increase (decrease)			58,536,600						$	1,515,488
CLASS D
Subscriptions			10,490,092						$	271,539
Share transfers between classes			(520,491)						(13,473)
Distributions reinvested			211,498						5,474
Share repurchases			(8,896)						(230)
Early repurchase deduction			—						36
Net increase (decrease)			10,172,203						$	263,346
Total net increase (decrease)			197,404,389						$	5,110,760

The following table summarizes issuances and repurchases of our common shares of beneficial interest during the three months ended March 31, 2021 (dollars in thousands except share amounts):

			March 31, 2021
			Shares						Amount
CLASS I
Subscriptions			71,705,308						$	1,805,447
Distributions reinvested			191,439						4,848
Shares repurchased			—						—
Net increase (decrease)			71,896,747						$	1,810,295
CLASS S
Subscriptions			11,108,190						$	280,288
Distributions reinvested			22,700						575
Shares repurchased			—						—
Net increase (decrease)			11,130,890						$	280,863
Total net increase (decrease)			83,027,637						$	2,091,158

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Distributions and Dividend Reinvestment

The following table summarizes our distributions declared and payable for the three months ended March 31, 2022 (dollar amounts in thousands, except share amounts):

																		Class I
Declaration Date						Record Date						Payment Date						Distribution Per Share						Distribution Amount
January 26, 2022						January 31, 2022						February 24, 2022						$	0.1740					$	66,686
February 23, 2022						February 28, 2022						March 25, 2022						0.1740						75,042
March 23, 2022						March 31, 2022						April 28, 2022						0.1740						82,959
																		$	0.5220					$	224,687

																		Class S
Declaration Date						Record Date						Payment Date						Distribution Per Share						Distribution Amount
January 26, 2022						January 31, 2022						February 24, 2022						$	0.1556					$	23,816
February 23, 2022						February 28, 2022						March 25, 2022						0.1556						26,598
March 23, 2022						March 31, 2022						April 28, 2022						0.1557						29,834
																		$	0.4669					$	80,248

																		Class D
Declaration Date						Record Date						Payment Date						Distribution Per Share						Distribution Amount
January 26, 2022						January 31, 2022						February 24, 2022						$	0.1686					$	3,469
February 23, 2022						February 28, 2022						March 25, 2022						0.1686						3,961
March 23, 2022						March 31, 2022						April 28, 2022						0.1686						4,551
																		$	0.5058					$	11,981

The following table presents distributions that were declared during the three months ended March 31, 2021:

																		Class I												Class S
Declaration Date						Record Date						Payment Date						Distribution Per Share						Distribution Amount						Distribution Per Share						Distribution Amount
January 29, 2021						January 31, 2021						February 24, 2021						$	0.1151					$	3,431					$	0.1008					$	277
February 24, 2021						February 28, 2021						March 29, 2021						0.1427						7,206						0.1250						827
March 30, 2021						March 31, 2021						April 28, 2021						0.1458						10,483						0.1281						1,426
																		$	0.4036					$	21,120					$	0.3539					$	2,530

With respect to distributions, we have adopted an “opt out” dividend reinvestment plan for shareholders. As a result, in the event of a declared cash distribution or other distribution, each shareholder that has not “opted out” of the dividend reinvestment plan will have their dividends or distributions automatically reinvested in additional shares rather than receiving cash distributions. Shareholders who receive distributions in the form of shares will be subject to the same U.S. federal, state and local tax consequences as if they received cash distributions.

Sources of distributions, other than net investment income and realized gains on a U.S. GAAP basis, include required adjustments to U.S. GAAP net investment income in the current period to determine taxable income available for distributions. The following tables reflect the sources of cash distributions on a U.S. GAAP basis that we declared on our shares of common stock during the three months ended March 31, 2022:

						Class I												Class S												Class D
Source of Distribution						Per Share						Amount						Per Share						Amount						Per Share						Amount
Net investment income						$	0.5220					$	224,687					$	0.4669					$	80,248					$	0.5058					$	11,981
Net realized gains						—						—						—						—						—						—
Total						$	0.5220					$	224,687					$	0.4669					$	80,248					$	0.5058					$	11,981

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The following tables reflect the sources of cash distributions on a U.S. GAAP basis that the Company has declared on its shares of common stock during the three months ended March 31, 2021:

						Class I															Class S
Source of Distribution(1)						Per Share						Amount									Per Share						Amount
Net investment income						$	0.4036					$	21,120								$	0.3539					$	2,530
Net realized gains						—						—									—						—
Total						$	0.4036					$	21,120								$	0.3539					$	2,530

(1)A portion of the January 2021 and February 2021 distributions were estimated to be from realized short-term capital gains. However, as of March 31, 2021, all distributions were paid from net investment income as the cumulative net investment income exceeded the distribution amount.

Share Repurchase Program

At the discretion of the Board, the Company has commenced a share repurchase program in which the Company may repurchase, in each quarter, up to 5% of the NAV of the Company’s common shares outstanding (either by number of shares or aggregate NAV) as of the close of the previous calendar quarter. The Board may amend or suspend the share repurchase program at any time if in its reasonable judgment it deems such action to be in the best interest of shareholders, such as when a repurchase offer would place an undue burden on the Company’s liquidity, adversely affect the Company’s operations or risk having an adverse impact on the Company that would outweigh the benefit of the repurchase offer. As a result, share repurchases may not be available each quarter. The Company intends to conduct such repurchase offers in accordance with the requirements of Rule 13e-4 promulgated under the Securities Exchange Act of 1934, as amended, and the 1940 Act. All shares purchased pursuant to the terms of each tender offer will be retired and thereafter will be authorized and unissued shares.

Under the share repurchase plan, to the extent the Company offers to repurchase shares in any particular quarter, it is expected to repurchase shares pursuant to tender offers using a purchase price equal to the NAV per share as of the last calendar day of the applicable quarter, except that shares that have not been outstanding for at least one year will be repurchased at 98% of such NAV (an “Early Repurchase Deduction”). The one-year holding period is measured as of the subscription closing date immediately following the prospective repurchase date. The Early Repurchase Deduction may be waived in the case of repurchase requests arising from the death, divorce or qualified disability of the holder. The Early Repurchase Deduction will be retained by the Company for the benefit of remaining shareholders across all shares.

Repurchase deadline request						Percentage of Outstanding Shares the Company Offered to Repurchase(1)						Price Paid Per Share						Repurchase Pricing Date						Amount Repurchased (all classes)(3)						Number of Shares Repurchased (all classes)						Percentage of Outstanding Shares Repurchased (1)						Maximum number of shares that may yet be purchased under the repurchase plan(2)
February 28, 2022						5.00		%				$	25.82					December 31, 2022						$	54,464,173					2,146,916						0.43		%				—

(1)Percentage is based on total shares as of the close of the previous calendar quarter.

(2)All repurchase requests were satisfied in full.

(3)Amounts shown net of Early Repurchase Deduction

There were no share repurchases during the three months ended March 31, 2021.

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Borrowings

Our outstanding debt obligations were as follows (dollar amounts in thousands):

			March 31, 2022
			Aggregate Principal Committed						Outstanding Principal						Carrying Value						Unused Portion (1)						Amount Available (2)
Bard Peak Funding Facility			$	1,650,000					$	679,000					$	679,000					$	971,000					$	971,000
Castle Peak Funding Facility (3)			1,600,000						1,170,753						1,170,753						429,247						428,051
Maroon Peak Funding Facility			800,000						800,000						800,000						—						—
Summit Peak Funding Facility (4)			2,300,000						781,742						781,742						1,518,258						693,198
Denali Peak Funding Facility			750,000						506,400						506,400						243,600						243,600
Bushnell Peak Funding Facility			600,000						395,500						395,500						204,500						184,521
Granite Peak Funding Facility			250,000						198,000						198,000						52,000						51,975
Middle Peak Funding Facility			800,000						720,550						720,550						79,450						79,450
Bison Peak Funding Facility			1,500,000						1,200,000						1,200,000						300,000						300,000
Blanca Peak Funding Facility			1,000,000						892,800						892,800						107,200						107,200
Windom Peak Funding Facility(5)			2,000,000						764,187						764,187						1,235,813						928,210
Monarch Peak Funding Facility			1,000,000						513,400						513,400						486,600						313,103
Revolving Credit Facility (6)			3,250,000						636,621						636,621						2,613,379						2,613,379
June 2024 Notes (7)(10)			435,000						435,000						425,611						—						—
June 2026 Notes (7)			400,000						400,000						397,115						—						—
September 2024 Notes (7)(10)			365,000						365,000						356,155						—						—
December 2026 Notes (7)(10)			1,250,000						1,250,000						1,231,423						—						—
November 2026 Eurobonds (7)(8)			569,958						569,958						546,898						—						—
November 2024 Notes (7)(10)			500,000						500,000						487,496						—						—
March 2027 Notes (7)			1,000,000						1,000,000						987,407						—						—
January 2025 Notes (7)(10)			500,000						500,000						486,844						—						—
January 2029 Notes (7)			650,000						650,000						638,775						—						—
March 2025 Notes (7)(10)			900,000						900,000						892,040						—						—
2021-1 BSL Debt (9)			663,000						663,000						661,930						—						—
2021-2 Debt (9)			505,800						505,800						504,157						—						—
MML 2021-1 Debt (9)			690,000						690,000						685,778						—						—
MML 2022-1 Debt (9)			759,000						759,000						753,548						—						—
Short-Term Borrowings			759,125						759,125						759,125						—						—
Total			$	27,446,883					$	19,205,836					$	19,073,255					$	8,241,047					$	6,913,687

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			December 31, 2021
			Aggregate Principal Committed						Outstanding Principal						Carrying Value						Unused Portion (1)						Amount Available (2)
Bard Peak Funding Facility			$	1,650,000					$	879,000					$	879,000					$	771,000					$	—
Castle Peak Funding Facility (3)			1,600,000						1,171,809						1,171,809						428,191						131,041
Maroon Peak Funding Facility			700,000						483,952						483,952						216,048						216,048
Summit Peak Funding Facility (4)			2,000,000						1,643,154						1,643,154						356,846						86,767
Denali Peak Funding Facility			675,000						668,400						668,400						6,600						6,600
Bushnell Peak Funding Facility			600,000						395,500						395,500						204,500						98,376
Granite Peak Funding Facility			250,000						248,000						248,000						2,000						2,000
Middle Peak Funding Facility			800,000						799,550						799,550						450						68
Bison Peak Funding Facility			1,500,000						1,320,800						1,320,800						179,200						69,364
Blanca Peak Funding Facility			1,000,000						892,800						892,800						107,200						107,200
Windom Peak Funding Facility(5)			1,000,000						989,759						989,759						10,241						6,471
Monarch Peak Funding Facility			1,000,000						567,400						567,400						432,600						68,250
Revolving Credit Facility (6)			3,250,000						1,144,422						1,144,422						2,105,578						2,105,578
June 2024 Notes (7)			435,000						435,000						431,854						—						—
June 2026 Notes (7)			400,000						400,000						396,952						—						—
September 2024 Notes (7)			365,000						365,000						361,805						—						—
December 2026 Notes (7)			1,250,000						1,250,000						1,227,844						—						—
November 2026 Eurobonds (7)(8)			569,958						569,958						563,695						—						—
November 2024 Notes (7)			500,000						500,000						496,054						—						—
March 2027 Notes (7)			1,000,000						1,000,000						987,298						—						—
2021-1 BSL Debt (9)			663,000						663,000						661,910						—						—
2021-2 Debt (9)			505,800						505,800						504,124						—						—
MML 2021-1 Debt (9)			690,000						690,000						685,696						—						—
Short-Term Borrowings			718,156						718,156						718,156						—						—
Total			$	23,121,914					$	18,301,460					$	18,239,934					$	4,820,454					$	2,897,763

(1)The unused portion is the amount upon which commitment fees, if any, are based.

(2)The amount available reflects any limitations related to each respective credit facility’s borrowing base.

(3)Under the Castle Peak Funding Facility, the Company may borrow in U.S. dollars or certain other permitted currencies. As of March 31, 2022, the Company had borrowings denominated in Canadian Dollars (CAD) and British Pounds (GBP) of 60.0 million and 42.4 million, respectively. As of December 31, 2021, the Company had borrowings denominated in Canadian Dollars (CAD) and British Pounds (GBP) of 60.0 million and 42.4 million, respectively.

(4)Under the Summit Peak Funding Facility, the Company may borrow in U.S. dollars or certain other permitted currencies. As of March 31, 2022, the Company had borrowings denominated in Canadian Dollars (CAD) and British Pounds (GBP) of 60.0 million and 6.1 million, respectively. As of December 31, 2021, the Company had borrowings denominated in Canadian Dollars (CAD) of 60.0 million.

(5)Under the Windom Peak Funding Facility, the Company may borrow in U.S. dollars or certain other permitted currencies. As of March 31, 2022 and December 31, 2021, the Company had borrowings denominated in British Pounds (GBP) of 101.5 million and 43.6 million, respectively.

(6)Under the Revolving Credit Facility, the Company may borrow in U.S. dollars or certain other permitted currencies. As of March 31, 2022, the Company had borrowings denominated in Canadian Dollars (CAD), Euros (EUR) and British Pounds (GBP) of 185.5 million, 0.8 million and 161.4 million, respectively . As December 31, 2021 the Company had borrowings denominated in Canadian Dollars (CAD) and British Pounds (GBP) of 46.8 million and 156.9 million, respectively.

(7)The carrying value of the Company's June 2024 Notes, June 2026 Notes, September 2024 Notes, December 2026 Notes, November 2026 Eurobonds, November 2024 Notes, March 2027 Notes, January 2025 Notes, January 2029 Notes and March 2025 Notes are presented net of unamortized debt issuance costs of $2.9 million, $2.9 million, $2.9 million, $22.0 million, $6.6 million, $3.9 million, $12.6 million, $3.9 million, $11.2 million and $8.0 million, respectively, as of March 31, 2022. The carrying value of the Company's June 2024 Notes, September 2024 Notes, June 2026 Notes, December 2026 Notes, November 2026 Eurobonds, November 2024 Notes and March 2027 Notes are presented net of unamortized debt issuance costs of $3.1 million, $3.2 million, $3.0 million, $22.2 million, $6.3 million, $3.9 million and $12.7 million, respectively, as of December 31, 2021.

(8)The 2026 Eurobonds are denominated in Euros and were converted from local currency (EUR) to U.S. Dollars at the time of the transaction.

(9)The carrying value of the Company’s 2021-1 BSL Debt, 2021-2 Debt, MML 2021-1 Debt and MML 2022-1 Debt is presented net of unamortized debt issuance costs of $1.1 million, $1.6 million, $4.2 million and $5.5 million as of March 31, 2022. The carrying value of the Company’s 2021-1 BSL Debt, 2021-2 Debt and MML 2021-1 Debt is presented net of unamortized debt issuance costs of $1.1 million, $1.7 million and $4.3 million as of December 31, 2021.

(10)Inclusive of change in fair market value of effective hedge.

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For additional information on our debt obligations see "Item 1. Consolidated Financial Statements—Notes to Consolidated Financial Statements—Note 6. Borrowings.”

Off-Balance Sheet Arrangements

Portfolio Company Commitments

Our investment portfolio contains and is expected to continue to contain debt investments which are in the form of lines of credit or delayed draw commitments, which require us to provide funding when requested by portfolio companies in accordance with underlying loan agreements. As of March 31, 2022 and December 31, 2021, we had unfunded delayed draw term loans and revolvers with an aggregate principal amount of $5,179.2 million and $4,870.5 million, respectively.

From time to time, we may become a party to certain legal proceedings incidental to the normal course of its business. At March 31, 2022, management is not aware of any pending or threatened litigation.

Twin Peaks Acquisition

Pursuant to a Securities Purchase Agreement, dated March 5, 2021 (the “Purchase Agreement”), by and among us, Twin Peaks Parent LLC, a Delaware limited liability company not affiliated with the Company (the “Seller”), BCRED Twin Peaks LLC (“Twin Peaks”), Teacher Retirement System of Texas, an investor in Seller, and the Adviser, we acquired Twin Peaks which includes a portfolio of assets from Seller consisting of loans to 41 borrowers (including delayed draw term loans), five equity investments, cash and other assets (collectively, the “Assets”) for an aggregate purchase price of $721.0 million. For additional information see “Item 1. Financial Statements—Notes to Financial Statements—Note 10. Twin Peaks Acquisition.”

Related-Party Transactions

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

•the Investment Advisory Agreement;

•the Administration Agreement;

•Intermediary Manager Agreement;

•Expense Support and Conditional Reimbursement Agreement; and

•Twin Peaks Acquisition

In addition to the aforementioned agreements, we, our Adviser and certain of our Adviser’s affiliates have been granted exemptive relief by the SEC to co-invest with other funds managed by our Adviser or its affiliates in a manner consistent with our investment objective, positions, policies, strategies and restrictions as well as regulatory requirements and other pertinent factors. See “Item 1. Consolidated Financial Statements—Notes to Consolidated Financial Statements—Note 3. Agreements and Related Party Transactions.”

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Performance

			Inception Date						YTD Return (1)
Class I			January 7, 2021						1.60		%
Class S (no upfront placement fee)			January 7, 2021						1.39		%
Class S (with upfront placement fee)			January 7, 2021						(2.16)		%
Class D (no upfront placement fee)			May 1, 2021						1.54		%
Class D (with upfront placement fee)			May 1, 2021						0.03		%

(1)YTD return is through March 31, 2022 and assumes distributions are reinvested pursuant to the Company’s dividend reinvestment plan. Amounts are not annualized.

Recent Developments

COVID-19 Update

The impact of the COVID-19 pandemic has rapidly evolved around the globe, causing disruption in the U.S. and global economies. Although the global economy continued reopening in early 2022 and robust economic activity has supported a continued recovery, certain geographies, most notably China, have experienced setbacks.

The uncertainty surrounding the COVID-19 pandemic, including uncertainty regarding new variants of COVID-19 that have emerged and other factors have and may continue to contribute to significant volatility in the global markets. While vaccine availability and uptake has increased, the longer-term macro-economic effects on global supply chains, inflation, labor shortages and wage increases continue to impact many industries, including the collateral underlying certain of our loans. COVID-19 and the current financial, economic and capital markets environment, and future developments in these and other areas present uncertainty and risk with respect to our performance, financial condition, results of operations and ability to pay distributions.

Critical Accounting Estimates

The preparation of the 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 estimates, 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 March 9, 2022, and elsewhere in our filings with the SEC. There have been no material changes in our critical accounting policies and practices.

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

Uncertainty with respect to the economic effects of the COVID-19 outbreak has introduced significant volatility in the financial markets, and the effect of the volatility could materially impact our market risks, including those listed below. We are subject to financial market risks, including valuation risk and interest rate 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 the Board, based on, among other things, the input of the Adviser, our Audit Committee and independent third-party valuation firms engaged at the direction of the Board, and 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

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Interest rate sensitivity refers to the change in earnings that may result from changes in the level of interest rates. We intend to fund portions of our investments with borrowings, and at such time, our net investment income will be affected by the difference between the rate at which we invest and the rate at which we borrow. Accordingly, we cannot assure shareholders that a significant change in market interest rates will not have a material adverse effect on our net investment income. In March 2022, the Federal Reserve raised interest rates by 0.25%, the first increase since December 2018, and most recently, in May 2022, raised interest rates by 0.50% and indicated that it would raise rates at each of the remaining meetings in 2022.

As of March 31, 2022, 99.6% of our debt investments at fair value were at floating rates. Additionally, we entered into interest rate swaps with certain of our Notes in order to align the interest rates of our liabilities with our investment portfolio. Based on our Consolidated Statements of Assets and Liabilities as of March 31, 2022, the following table shows the annualized impact on net income of hypothetical base rate changes in interest rates (considering base rate floors and ceilings for floating rate instruments assuming no changes in our investment and borrowing structure) (dollar amounts in thousands):

			Interest Income						Interest Expense						Net Income(1)
Up 300 basis points			$	1,107,931					$	(497,576)					$	610,355
Up 200 basis points			737,824						(331,718)						406,106
Up 100 basis points			367,717						(165,859)						201,858
Down 100 basis points			(100,465)						159,485						59,020
Down 200 basis points			(100,465)						159,485						59,020

(1)Excludes the impact of income based incentive fees. See Note 3 to our consolidated financial statements for the three months ended March 31, 2022 for more information on the income based incentive fees.

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.

Inflation and Supply Chain Risk

Economic activity has continued to accelerate across sectors and regions. Nevertheless, due to global supply chain issues, geopolitical events, a rise in energy prices and strong consumer demand as economies continue to reopen, inflation is showing signs of acceleration in the U.S. and globally. Inflation is likely to continue in the near to medium-term, particularly in the U.S., with the possibility that monetary policy may tighten in response. Persistent inflationary pressures could affect our portfolio companies profit margins.

Item 4. Controls and Procedures.

(a) Evaluation of Disclosure Controls and Procedures

In accordance with Rules 13a-15(b) and 15d-15(b) of the Securities Exchange Act of 1934, as amended, we, under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer, carried out an evaluation of the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e) and Rule 15d-15(e) of the Exchange Act) as of the end of the period covered by this Quarterly Report on Form 10-Q and determined that our disclosure controls and procedures are effective as of the end of the period covered by the Quarterly Report on Form 10-Q.

(b) Changes in Internal Controls Over Financial Reporting

There have been no changes in our internal control over financial reporting that occurred during the quarter ended March 31, 2022 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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PART II - OTHER INFORMATION

Item 1. Legal Proceedings.

We are not currently subject to any material legal proceedings, nor, to our knowledge, are any material legal proceeding threatened against us. 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 contracts with our portfolio companies. Our business is also subject to extensive regulation, which may result in regulatory proceedings against us. While the outcome of any such future legal or regulatory proceedings cannot be predicted with certainty, we do not expect that any such future proceedings will have a material effect upon our financial condition or results of operations.

Item 1A. Risk Factors.

In addition to the other information set forth in this report, you should carefully consider the risk factors disclosed under Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2021.

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

Refer to our Current Reports on Form 8-K filed with SEC on April 21, 2022, March 23, 2022, February 23, 2022 and January 27, 2022, for information about unregistered sales of our equity securities during the quarter.

The following table sets forth information regarding repurchases of shares of our common stock during the quarter ended March 31, 2022:

Offer Date						Tender Offer Expiration						Percentage of Outstanding Shares the Company Offered to Repurchase (1)						Tender Offer (2)						Purchase Price per Share						Shares Repurchased
January 28, 2022						February 28, 2022						5.00		%				$	55,433,370					$	25.82					2,146,916

(1)Percentage is based on total shares as of the close of the previous calendar quarter.

(2)Amounts not inclusive of Early Repurchase Deduction.

Item 3. Defaults Upon Senior Securities.

None.

Item 4. Mine Safety Disclosures.

Not applicable.

Item 5. Other Information.

None.

Item 6. Exhibits.

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Exhibit Number						Description of Exhibits
3.1						Second Amended and Restated Declaration of Trust, dated as of February 23, 2022 (incorporated by reference to Exhibit 3.1 of the Company’s Current Report on Form 8-K, filed on February 23, 2022).
4.1						Indenture, dated as of September 15, 2021, by and between the Company and U.S. Bank National Association, as trustee (incorporated by reference to Exhibit 4.1 of the Company’s Current Report on Form 8-K, filed on September 15, 2021).
4.2						Sixth Supplemental Indenture, dated as of January 18, 2022, relating to the 2.700% Notes due 2025, by and between the Company and U.S. Bank National Association, as trustee (incorporated by reference to Exhibit 4.2 of the Company’s Current Report on Form 8-K, filed on January 20, 2022).
4.3						Form of 4.700% Notes due 2025 (incorporated by reference to Exhibit 4.3 to the Company’s Current Report on Form 8-K filed on January 20, 2022).
4.4						Registration Rights Agreement, dated as of January 18, 2022, relating to the 2025 Notes, by and among the Company and Citigroup Global Markets Inc., Goldman Sachs & Co. LLC, SMBC Nikko Securities America, Inc., Truist Securities, Inc. and Wells Fargo Securities, LLC, as the representatives of the Initial Purchasers (incorporated by reference to Exhibit 4.6 to the Company’s Current Report on Form 8-K filed on January 20, 2022).
4.5						Seventh Supplemental Indenture, dated as of January 18, 2022, relating to the 4.000% Notes due 2029, by and between the Company and U.S. Bank National Association, as trustee (incorporated by reference to Exhibit 4.4 to the Company’s Current Report on Form 8-K filed on January 20, 2022).
4.6						Form of 4.000% Notes due 2029 (incorporated by reference to Exhibit 4.5 to the Company’s Current Report on Form 8-K filed on January 20, 2022).
4.7						Registration Rights Agreement, dated as of January 18, 2022, relating to the 2029 Notes, by and among the Company and Citigroup Global Markets Inc., Goldman Sachs & Co. LLC, SMBC Nikko Securities America, Inc., Truist Securities, Inc., and Wells Fargo Securities, LLC, as the representatives of the Initial Purchasers (incorporated by reference to Exhibit 4.7 to the Company’s Current Report on Form 8-K filed on January 20, 2022).
4.8						Eighth Supplemental Indenture, dated as of March 24, 2022, relating to the 2.700% Notes due 2025, by and between the Company and U.S. Bank National Association, as trustee (incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K filed on March 28, 2022).
4.9						Form of 4.700% Notes due 2025 (incorporated by reference to Exhibit 4.3 to the Company’s Current Report on Form 8-K filed on March 28, 2022).
4.10						Registration Rights Agreement, dated as of March 24, 2022, relating to the 2025 Notes, by and among the Company and Citigroup Global Markets Inc., Goldman Sachs & Co. LLC, MUFG Securities Americas, SMBC Nikko Securities America, Inc. and Wells Fargo Securities, LLC, as the representatives of the Initial Purchasers (incorporated by reference to Exhibit 4.4 to the Company’s Current Report on Form 8-K filed on March 28, 2022).
31.1						Certification of Principal Executive Officer Pursuant to Rule 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*
31.2						Certification of Principal Financial Officer Pursuant to Rule 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*
32.1						Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.*
32.2						Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.*

*Filed herewith.

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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.

						Blackstone Private Credit Fund
May 13, 2022						/s/ Brad Marshall
						Brad Marshall
						Chief Executive Officer
May 13, 2022						/s/ Stephan Kuppenheimer
						Stephan Kuppenheimer
						Chief Financial Officer

Exhibit 31.1

CERTIFICATION PURSUANT TO

RULES 13a-14(a) AND 15d-14(a) UNDER THE SECURITIES EXCHANGE ACT OF 1934,

AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Brad Marshall, Chief Executive Officer of Blackstone Private Credit Fund, certify that:

1.I have reviewed this quarterly report on Form 10-Q of Blackstone Private Credit Fund (the “registrant”);

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) 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)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

(c)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 (the registrant’s fourth fiscal quarter in the case of an annual report) 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 trustees (or persons performing the equivalent function):

(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: May 13, 2022
			By:			/s/ Brad Marshall
						Brad Marshall
						Chief Executive Officer

Exhibit 31.2

CERTIFICATION PURSUANT TO

RULES 13a-14(a) AND 15d-14(a) UNDER THE SECURITIES EXCHANGE ACT OF 1934,

AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Stephan Kuppenheimer, Chief Financial Officer of Blackstone Private Credit Fund, certify that:

1.I have reviewed this quarterly report on Form 10-Q of Blackstone Private Credit Fund (the “registrant”);

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) 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)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

(c)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 (the registrant’s fourth fiscal quarter in the case of an annual report) 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 trustees (or persons performing the equivalent function):

(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: May 13, 2022
			By:			/s/ Stephan Kuppenheimer
						Stephan Kuppenheimer
						Chief Financial Officer

Exhibit 32.1

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

Pursuant to Section 1350, Chapter 63 of Title 18, United States Code, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, the undersigned, as Chief Executive Officer of Blackstone Private Credit Fund (the “Company”), does hereby certify that to the undersigned’s knowledge:

(1)the Company’s Form 10-Q for the quarter ended March 31, 2022 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 Company’s Form 10-Q for the quarter ended March 31, 2022 fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: May 13, 2022
			By:			/s/ Brad Marshall
						Brad Marshall
						Chief Executive Officer

Exhibit 32.2

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

Pursuant to Section 1350, Chapter 63 of Title 18, United States Code, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, the undersigned, as Chief Financial Officer of Blackstone Private Credit Fund (the “Company”), does hereby certify that to the undersigned’s knowledge:

(1)the Company’s Form 10-Q for the quarter ended March 31, 2022 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 Company’s Form 10-Q for the quarter ended March 31, 2022 fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: May 13, 2022
			By:			/s/ Stephan Kuppenheimer
						Stephan Kuppenheimer
						Chief Financial Officer