Item 1.01. Entry into a Material Definitive Agreement.
Expense Support Agreement
On December 12, 2018,
Blackstone / GSO Secured Lending Fund (the Company) entered into an expense support and conditional reimbursement agreement (the Expense Support Agreement) with GSO Asset Management LLC, the Companys
investment adviser (the Adviser).
The Expense Support Agreement provides that, at such times as the Adviser determines, the Adviser
may pay certain expenses of the Company, provided that no portion of the payment will be used to pay any interest expense of the Company (each, an Expense Payment). Such Expense Payment will be made in any combination of cash or
other immediately available funds no later than forty-five days after a written commitment from the Adviser to pay such expense, and/or by an offset against amounts due from the Company to the Adviser or its affiliates. Following any calendar
quarter in which Available Operating Funds (as defined in the Expense Support Agreement) exceed the cumulative distributions accrued to the Companys shareholders based on distributions declared with respect to record dates occurring in such
calendar quarter (such amount referred to as the Excess Operating Funds), the Company shall pay such Excess Operating Funds, or a portion thereof (each, a Reimbursement Payment), to the Adviser until such time
as all Expense Payments made by the Adviser to the Company within three years prior to the last business day of such calendar quarter have been reimbursed. The amount of the Reimbursement Payment for any calendar quarter shall equal the lesser of
(i) the Excess Operating Funds in such quarter and (ii) the aggregate amount of all Expense Payments made by the Adviser to the Company within three years prior to the last business day of such calendar quarter that have not been
previously reimbursed by the Company to the Adviser. The Expense Support Agreement provides additional restrictions on the amount of each Reimbursement Payment for any calendar quarter. The Adviser may waive its right to receive all or a portion of
any Reimbursement Payment in any particular calendar quarter, so that such Reimbursement Payment may be reimbursable in a future calendar quarter.
foregoing description is only a summary of the material provisions of the Expense Support Agreement and is qualified in its entirety by reference to a copy of the Expense Support Agreement, which is filed as Exhibit 10.1 to this Current Report on
Form 8-K and incorporated by reference herein.
Amended and Restated Dividend Reinvestment Plan
On December 12, 2018, the Board approved and adopted an Amended and Restated Dividend Reinvestment Plan (the Plan) applicable to common
shares of beneficial interest (the Shares) of the Company, pursuant to which the Company will reinvest all cash dividends declared by the Board on behalf of each holder of Shares (a Shareholder) who do not elect
to receive their dividends in cash.
Pursuant to the amendment and restatement, prior to an Exchange Listing (as defined in the Plan), a participating
Shareholder will receive an amount of Shares equal to the amount of the distribution on that participants Shares divided by the most recent fiscal quarter-end net asset value (NAV) per
Share that is available on the date such distribution was paid (unless the Board determines to use the NAV per Share as of another time).
description is only a summary of the material provisions of the Plan and is qualified in its entirety by reference to a copy of the Plan, which is filed as Exhibit 10.2 to this Current Report on Form 8-K and
incorporated by reference herein.
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers;
Compensatory Arrangements of Certain Officers.
On December 12, 2018, Dohyun (Doris) Lee-Silvestri resigned as Chief Financial Officer and
Treasurer of the Company, effective as of December 12, 2018.
On December 12, 2018, the Companys board of trustees (the
Board) appointed Stephan Kuppenheimer, age 48, as Chief Financial Officer of the Company and Robert Busch, age 36, as Chief Accounting Officer and Treasurer of the Company. At that time, the Board also selected
Mr. Kuppenheimer as the principal financial officer of the Company and Mr. Busch as the principal accounting officer of the Company, in each case effective as of December 12, 2018.