40-APP 1 d940322d40app.htm 40-APP 40-APP

File No. 812-    

U.S. SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

In the Matter of the Application of:

BLACKSTONE PRIVATE CREDIT FUND, BLACKSTONE SECURED LENDING FUND, BLACKSTONE PRIVATE MULTI-ASSET CREDIT AND INCOME FUND, BLACKSTONE LONG-SHORT CREDIT INCOME FUND, BLACKSTONE SENIOR FLOATING RATE 2027 TERM FUND, BLACKSTONE STRATEGIC CREDIT 2027 TERM FUND, BLACKSTONE ALTERNATIVE MULTI-STRATEGY FUND, BLACKSTONE PRIVATE REAL ESTATE CREDIT FUND, ALLEGANY PARK CLO, LTD., BASSWOOD PARK CLO, LTD., BCRED DENALI PEAK FUNDING LLC, BCRED TWIN PEAKS LLC, BEECHWOOD PARK CLO, BETHPAGE PARK CLO, LTD., BLACKSTONE / GSO GLOBAL DYNAMIC CREDIT MASTER FUND, BLACKSTONE ALTERNATIVE CREDIT ADVISORS LP, BLACKSTONE ALTERNATIVE INVESTMENT ADVISORS LLC, BLACKSTONE ALTERNATIVE INVESTMENT FUNDS, BLACKSTONE ALTERNATIVE MULTI-STRATEGY SUB FUND II LTD, BLACKSTONE ALTERNATIVE MULTI-STRATEGY SUB FUND III L.L.C., BLACKSTONE ALTERNATIVE MULTI-STRATEGY SUB FUND IV L.L.C., BLACKSTONE BIG SKY FUND L.P., BLACKSTONE CAPITAL OPPORTUNITIES FUND IV LP, BLACKSTONE CAPITAL OPPORTUNITIES FUND V LP, BLACKSTONE CLO MANAGEMENT LLC (MANAGEMENT SERIES), BLACKSTONE CMBS FUND – G L.P., BLACKSTONE CMBS FUND – NON-IG L.P., BLACKSTONE COF IV CO-INVESTMENT FUND LP, BLACKSTONE COF V CO-INVESTMENT FUND LP, BLACKSTONE CREDIT ABC FUND LP, BLACKSTONE CREDIT BDC ADVISORS LLC, BLACKSTONE DIVERSIFIED ALTERNATIVES ASSET HOLDCO L.L.C., BLACKSTONE EUROPEAN PROPERTY INCOME FUND (MASTER) FCP, BLACKSTONE EUROPEAN PROPERTY INCOME FUND SICAV, BLACKSTONE EUROPEAN SENIOR DEBT FUND III LEVERED SCSP, BLACKSTONE EUROPEAN SENIOR DEBT FUND III SCSP, BLACKSTONE EUROPEAN SENIOR LOAN FUND, BLACKSTONE GREEN PRIVATE CREDIT FUND III LP, BLACKSTONE GREEN PRIVATE CREDIT FUND III-E LP, BLACKSTONE HARRINGTON PARTNERS L.P., BLACKSTONE HOLDINGS FINANCE CO. L.L.C., BLACKSTONE HOLDINGS I L.P., BLACKSTONE HOLDINGS II L.P., BLACKSTONE HOLDINGS III L.P., BLACKSTONE HOLDINGS IV L.P., BLACKSTONE HPPI CLO FUND FCP-RAIF, BLACKSTONE INFRASTRUCTURE ADVISORS L.L.C., BLACKSTONE INFRASTRUCTURE PARTNERS - P L.P., BLACKSTONE INFRASTRUCTURE PARTNERS - U L.P., BLACKSTONE INFRASTRUCTURE PARTNERS - V FEEDER L.P., BLACKSTONE INFRASTRUCTURE PARTNERS (SUPPLEMENTAL ACCOUNT I-A) L.P., BLACKSTONE INFRASTRUCTURE PARTNERS (SUPPLEMENTAL ACCOUNT II) L.P., BLACKSTONE INFRASTRUCTURE PARTNERS (SUPPLEMENTAL ACCOUNT K II) L.P., BLACKSTONE INFRASTRUCTURE PARTNERS EUROPE (CYM) L.P., BLACKSTONE INFRASTRUCTURE PARTNERS EUROPE (LUX) SCSP, BLACKSTONE INFRASTRUCTURE PARTNERS EUROPE F (CYM) L.P., BLACKSTONE INFRASTRUCTURE PARTNERS F.1 L.P., BLACKSTONE INFRASTRUCTURE PARTNERS F.2 L.P., BLACKSTONE INFRASTRUCTURE PARTNERS F.3 (LUX) SCSP, BLACKSTONE INFRASTRUCTURE PARTNERS F.4 L.P., BLACKSTONE INFRASTRUCTURE PARTNERS L.P., BLACKSTONE INFRASTRUCTURE STRATEGIES L.P., BLACKSTONE IRELAND FUND MANAGEMENT LIMITED, BLACKSTONE IRELAND LIMITED, BLACKSTONE ISG INVESTMENT PARTNERS - A L.P., BLACKSTONE ISG INVESTMENT PARTNERS - R (BMU) L.P., BLACKSTONE LIFE SCIENCES V (LUX) SCSP, BLACKSTONE LIFE SCIENCES V L.P., BLACKSTONE LIFE SCIENCES VI (LUX) SCSP, BLACKSTONE LIFE SCIENCES VI L.P., BLACKSTONE LIFE SCIENCES YIELD L.P., BLACKSTONE LIFE SCIENCES YIELD NT (CYM) FEEDER L.L.C., BLACKSTONE LIFE SCIENCES YIELD T (CYM) FEEDER L.P., BLACKSTONE LIQUID CREDIT ADVISORS I LLC, BLACKSTONE LIQUID CREDIT ADVISORS II LLC, BLACKSTONE LIQUID CREDIT STRATEGIES LLC, BLACKSTONE MULTI-ASSET CREDIT FUND (DELAWARE) LP, BLACKSTONE MORTGAGE TRUST, INC., BLACKSTONE PRIVATE CREDIT STRATEGIES LLC, BLACKSTONE PRIVATE EQUITY STRATEGIES FUND L.P., BLACKSTONE PRIVATE EQUITY STRATEGIES FUND SICAV, BLACKSTONE REAL ESTATE DEBT STRATEGIES HIGH-GRADE L.P., BLACKSTONE REAL ESTATE DEBT STRATEGIES IV (LUX) SCSP, BLACKSTONE REAL ESTATE DEBT STRATEGIES IV L.P., BLACKSTONE REAL ESTATE DEBT STRATEGIES V (LUX) SCSP, BLACKSTONE REAL ESTATE DEBT STRATEGIES V L.P., BLACKSTONE REAL ESTATE INCOME TRUST, INC., BLACKSTONE REAL ESTATE SPECIAL SITUATIONS ADVISORS L.L.C., BLACKSTONE SECURED TRUST LTD, BLACKSTONE SECURITIES PARTNERS L.P., BLACKSTONE SENIOR FLOATING RATE OPPORTUNITY FUND LP, BLACKSTONE SPIRE FUND L.P., BLACKSTONE STRATEGIC OPPORTUNITY FUND L.P., BLACKSTONE STRATEGIC OPPORTUNITY INTERMEDIATE (E) FUND L.P., BLACKSTONE STRATEGIC OPPORTUNITY INTERMEDIATE FUND L.P., BLACKSTONE STRATEGIC OPPORTUNITY OFFSHORE (E) FUND LTD., BLACKSTONE STRATEGIC OPPORTUNITY OFFSHORE FUND LTD.,


BLACKSTONE TACTICAL OPPORTUNITIES FUND IV - LUX SCSP, BLACKSTONE TACTICAL OPPORTUNITIES FUND IV L.P., BLACKSTONE TECHNOLOGY SENIOR DIRECT LENDING FUND LP, BLACKSTONE TREASURY HOLDINGS II LLC, BLACKSTONE TREASURY HOLDINGS III L.L.C., BLACKSTONE US LOAN MASTER FUND, BOWMAN PARK CLO, LTD., BOYCE PARK CLO, LTD., BREIT OPERATING PARTNERSHIP L.P., BRISTOL PARK CLO, LTD., BSOF MASTER FUND II L.P., BSOF MASTER FUND L.P., BSOF PARALLEL MASTER FUND L.P., BUCKHORN PARK CLO, LTD., BURNHAM PARK CLO, LTD., BUTTERMILK PARK CLO, LTD., BX REIT ADVISORS L.L.C., BXC ARMADILLO CO-INVESTMENT FUND-D LP, BXC AZUL SUPER TOPCO LP, BXC BGREEN III PARALLEL CO-INVEST FUND SE II LP, BXC JADE SUPER TOPCO LP, BXMT ADVISORS L.L.C., CABINTEELY PARK CLO DAC, CARYSFORT PARK CLO DAC, CASTLE PARK CLO DESIGNATED ACTIVITY COMPANY, CATSKILL PARK CLO, LTD., CAYUGA PARK CLO, LTD., CHENANGO PARK CLO, LTD., CIRRUS FUNDING 2018-1, LTD., CLARINDA PARK CLO DESIGNATED ACTIVITY COMPANY, CLARUS DE II, L.P., CLARUS DEFINED EXIT I, L.P., CLARUS IV-A, L.P., CLARUS IV-B, L.P., CLARUS IV-C, L.P., CLARUS IV-D, L.P., CLARUS VENTURES, LLC, COLE PARK CLO LIMITED, COOK PARK CLO, LTD., CROSTHWAITE PARK CLO DESIGNATED ACTIVITY COMPANY, CUMBERLAND PARK CLO, LTD., DARTRY PARK CLO DESIGNATED ACTIVITY COMPANY, DEER PARK CLO DAC, DEWOLF PARK CLO, LTD., DILLON’S PARK CLO DAC, DUNEDIN PARK CLO DESIGNATED ACTIVITY COMPANY, ELM PARK CLO DESIGNATED ACTIVITY COMPANY, EMERALD DIRECT LENDING 1 LP, EMERALD DIRECT LENDING 2 LP, FILLMORE PARK CLO, LTD., FLEET STREET AUTO 2020 LP, G QCM SCSP, GILBERT PARK CLO, LTD., GN LOAN FUND LP, GREENWOOD PARK CLO, LTD., GRIFFITH PARK CLO DESIGNATED ACTIVITY COMPANY, GRIPPEN PARK CLO, LTD., GSO AIGUILLE DES GRANDS MONTETS FUND I LP, GSO AIGUILLE DES GRANDS MONTETS FUND II LP, GSO AIGUILLE DES GRANDS MONTETS FUND III LP, GSO BARRE DES ECRINS FUND I SCSP, GSO BARRE DES ECRINS FUND II SCSP, GSO BARRE DES ECRINS MASTER FUND SCSP, GSO CAPITAL OPPORTUNITIES FUND III LP, GSO CAPITAL SOLUTIONS FUND II LP, GSO CAPITAL SOLUTIONS FUND III EEA SCSP, GSO CAPITAL SOLUTIONS FUND III LP, GSO CHURCHILL PARTNERS II LP, GSO CHURCHILL PARTNERS LP, GSO COF III CO-INVESTMENT FUND LP, GSO CREDIT ALPHA DIVERSIFIED ALTERNATIVES LP, GSO CREDIT ALPHA FUND II LP, GSO CREDIT ALPHA FUND LP, GSO CSF III CO-INVESTMENT FUND LP, GSO ENERGY SELECT OPPORTUNITIES FUND II LP, GSO ENERGY SELECT OPPORTUNITIES FUND LP, GSO ENERGY PARTNERS-A LP, GSO ENERGY PARTNERS-B LP, GSO ENERGY PARTNERS-C II LP, GSO ENERGY PARTNERS-C LP, GSO ENERGY PARTNERS-D LP, GSO ENERGY PARTNERS-E LP, GSO EUROPEAN SENIOR DEBT FUND II LP, GSO EUROPEAN SENIOR DEBT FUND LP, GSO HARRINGTON CREDIT ALPHA FUND L.P., GSO JASMINE PARTNERS LP, GSO ORCHID FUND LP, GSO PALMETTO OPPORTUNISTIC INVESTMENT PARTNERS LP, GSO PALMETTO STRATEGIC PARTNERSHIP, L.P., GSO RP HOLDINGS LP, GSO SJ PARTNERS LP, GSO SPECIAL SITUATIONS MASTER FUND LP, GSO CO-INVESTMENT FUND-D L.P., GSO CREDIT-A PARTNERS L.P., HARBOR PARK CLO, LTD., HARRIMAN PARK CLO, LTD., HOLLAND PARK CLO DESIGNATED ACTIVITY COMPANY, KING’S PARK CLO, LTD., LONG POINT PARK CLO, LTD., MAGMA FINCO 16, LLC, MARINO PARK CLO DAC, MARLAY PARK CLO DESIGNATED ACTIVITY COMPANY, MAUNA LOA CAPITAL FUND LP, MILLTOWN PARK CLO DESIGNATED ACTIVITY COMPANY, MOLTEN PARTNERS, LLC, MYERS PARK CLO, LTD., NIAGARA PARK CLO, LTD., NYACK PARK CLO, LTD., ORWELL PARK CLO DESIGNATED ACTIVITY COMPANY, OTRANTO PARK CLO DAC, PALMERSTON PARK CLO DESIGNATED ACTIVITY COMPANY, PEACE PARK CLO, LTD., PHOENIX PARK CLO DESIGNATED ACTIVITY COMPANY, POINT AU ROCHE PARK CLO, LTD., REESE PARK CLO, LTD., RICHMOND PARK CLO DESIGNATED ACTIVITY COMPANY, ROCKFIELD PARK CLO DAC, ROCKLAND PARK CLO, LTD., SEAPOINT PARK CLO DESIGNATED ACTIVITY COMPANY, SORRENTO PARK CLO DESIGNATED ACTIVITY COMPANY, SOUTHWICK PARK CLO, LTD., STEWART PARK CLO, LTD., STONE OAK FUND L.P., SUTTON PARK CLO DESIGNATED ACTIVITY COMPANY, TALLMAN PARK CLO, LTD., THACHER PARK CLO, LTD., THAYER PARK CLO, LTD., THOMPSON PARK CLO, LTD., TYMON PARK CLO DESIGNATED ACTIVITY COMPANY, VESEY PARK CLO DAC, WEBSTER PARK CLO, LTD., WELLMAN PARK CLO, LTD., WHETSTONE PARK CLO, LTD., WILLOW PARK CLO DESIGNATED ACTIVITY COMPANY

345 Park Avenue

New York, NY 10154

(212) 583-5000

 

 

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

 

 

All Communications, Notices and Orders to:

Leon Volchyok, Esq.

Blackstone Inc.

345 Park Avenue

New York, NY 10154

 

Oran Ebel, Esq.

Blackstone Inc.

345 Park Avenue

New York, NY 10154

 

 

Copies to:

 

Rajib Chanda

Steven Grigoriou

Simpson Thacher & Bartlett LLP

900 G Street, N.W.

Washington, DC 20001

(202) 636-5500

 

Kenneth E. Burdon

Simpson Thacher & Bartlett LLP

855 Boylston Street, 9th Floor

Boston, MA 02116

(617) 778-9200

 

Jonathan Gaines

Simpson Thacher & Bartlett LLP

425 Lexington Avenue

New York, NY 10017

(212) 455-2000


March 14, 2025

UNITED STATES OF AMERICA

BEFORE THE

SECURITIES AND EXCHANGE COMMISSION

 

 

 

   :   
IN THE MATTER OF    :    APPLICATION FOR AN ORDER
BLACKSTONE PRIVATE CREDIT FUND, BLACKSTONE SECURED LENDING FUND, BLACKSTONE PRIVATE MULTI-ASSET CREDIT AND INCOME FUND, BLACKSTONE LONG-SHORT CREDIT INCOME FUND, BLACKSTONE SENIOR FLOATING RATE 2027 TERM FUND, BLACKSTONE STRATEGIC CREDIT 2027 TERM FUND, BLACKSTONE ALTERNATIVE MULTI-STRATEGY FUND, BLACKSTONE PRIVATE REAL ESTATE CREDIT FUND, BLACKSTONE REAL ESTATE INCOME TRUST, INC., BLACKSTONE MORTGAGE TRUST, INC., ALLEGANY PARK CLO, LTD., BASSWOOD PARK CLO, LTD., BCRED DENALI PEAK FUNDING LLC, BCRED TWIN PEAKS LLC, BEECHWOOD PARK CLO, BETHPAGE PARK CLO, LTD., BLACKSTONE / GSO GLOBAL DYNAMIC CREDIT MASTER FUND, BLACKSTONE ALTERNATIVE CREDIT ADVISORS LP, BLACKSTONE ALTERNATIVE INVESTMENT ADVISORS LLC, BLACKSTONE ALTERNATIVE INVESTMENT FUNDS, BLACKSTONE ALTERNATIVE MULTI-STRATEGY SUB FUND II LTD, BLACKSTONE ALTERNATIVE MULTI-STRATEGY SUB FUND III L.L.C., BLACKSTONE ALTERNATIVE MULTI-STRATEGY SUB FUND IV L.L.C., BLACKSTONE BIG SKY FUND L.P., BLACKSTONE CAPITAL OPPORTUNITIES FUND IV LP, BLACKSTONE CAPITAL OPPORTUNITIES FUND V LP, BLACKSTONE CLO MANAGEMENT LLC (MANAGEMENT SERIES), BLACKSTONE CMBS FUND – G L.P., BLACKSTONE CMBS FUND – NON-IG L.P., BLACKSTONE COF IV CO-INVESTMENT FUND LP, BLACKSTONE COF V CO-INVESTMENT FUND LP, BLACKSTONE CREDIT ABC FUND LP, BLACKSTONE CREDIT BDC ADVISORS LLC,   

:

:

:

:

:

:

:

: :

:

:

  

PURSUANT TO SECTIONS 17(d) AND

57(i) OF THE INVESTMENT COMPANY

ACT OF 1940 AND RULE 17d-1 UNDER

THE INVESTMENT COMPANY ACT

OF 1940 PERMITTING CERTAIN

JOINT TRANSACTIONS OTHERWISE

PROHIBITED BY SECTIONS 17(d) AND

57(a)(4) OF AND RULE 17d-1 UNDER

THE INVESTMENT COMPANY ACT

OF 1940

BLACKSTONE DIVERSIFIED ALTERNATIVES ASSET HOLDCO L.L.C., BLACKSTONE EUROPEAN PROPERTY INCOME FUND (MASTER) FCP, BLACKSTONE EUROPEAN PROPERTY INCOME FUND SICAV, BLACKSTONE EUROPEAN SENIOR DEBT FUND III LEVERED SCSP, BLACKSTONE EUROPEAN SENIOR DEBT FUND III SCSP, BLACKSTONE EUROPEAN SENIOR LOAN FUND, BLACKSTONE GREEN PRIVATE CREDIT FUND III LP, BLACKSTONE GREEN PRIVATE CREDITFUND III-E LP, BLACKSTONE HARRINGTON PARTNERS L.P., BLACKSTONE HOLDINGS FINANCE CO. L.L.C., BLACKSTONE HOLDINGS I L.P., BLACKSTONE HOLDINGS II L.P., BLACKSTONE HOLDINGS III L.P., BLACKSTONE HOLDINGS IV L.P., BLACKSTONE HPPI CLO FUND FCP-RAIF, BLACKSTONE INFRASTRUCTURE ADVISORS L.L.C., BLACKSTONE INFRASTRUCTURE PARTNERS - P L.P., BLACKSTONE INFRASTRUCTURE PARTNERS - U L.P., BLACKSTONE INFRASTRUCTURE PARTNERS - V FEEDER L.P., BLACKSTONE INFRASTRUCTURE PARTNERS (SUPPLEMENTAL ACCOUNT I-A) L.P., BLACKSTONE INFRASTRUCTURE PARTNERS (SUPPLEMENTAL ACCOUNT II) L.P., BLACKSTONE INFRASTRUCTURE PARTNERS (SUPPLEMENTAL ACCOUNT K II) L.P., BLACKSTONE INFRASTRUCTURE PARTNERS EUROPE (CYM) L.P., BLACKSTONE INFRASTRUCTURE PARTNERS EUROPE (LUX) SCSP, BLACKSTONE INFRASTRUCTURE PARTNERS EUROPE F (CYM) L.P., BLACKSTONE INFRASTRUCTURE PARTNERS F.1 L.P., BLACKSTONE INFRASTRUCTURE PARTNERS F.2 L.P., BLACKSTONE INFRASTRUCTURE PARTNERS F.3 (LUX) SCSP, BLACKSTONE INFRASTRUCTURE PARTNERS F.4 L.P., BLACKSTONE INFRASTRUCTURE PARTNERS L.P., BLACKSTONE INFRASTRUCTURE STRATEGIES L.P., BLACKSTONE IRELAND FUND MANAGEMENT LIMITED, BLACKSTONE IRELAND LIMITED, BLACKSTONE ISG INVESTMENT PARTNERS - A L.P., BLACKSTONE ISG INVESTMENT PARTNERS - R (BMU) L.P., BLACKSTONE LIFE SCIENCES V (LUX) SCSP, BLACKSTONE LIFE SCIENCES V L.P., BLACKSTONE LIFE SCIENCES VI (LUX) SCSP, BLACKSTONE LIFE SCIENCES VI L.P., BLACKSTONE LIFE SCIENCES YIELD L.P., BLACKSTONE LIFE SCIENCES YIELD NT (CYM) FEEDER L.L.C., BLACKSTONE LIFE SCIENCES YIELD T (CYM) FEEDER L.P., BLACKSTONE LIQUID CREDIT ADVISORS I LLC, BLACKSTONE LIQUID CREDIT ADVISORS II LLC, BLACKSTONE LIQUID CREDIT STRATEGIES LLC, BLACKSTONE MULTI-ASSET CREDIT FUND (DELAWARE) LP, BLACKSTONE PRIVATE CREDIT STRATEGIES LLC, BLACKSTONE PRIVATE EQUITY STRATEGIES FUND L.P., BLACKSTONE PRIVATE EQUITY STRATEGIES FUND SICAV, BLACKSTONE REAL ESTATE DEBT STRATEGIES HIGH-GRADE L.P., BLACKSTONE REAL ESTATE DEBT STRATEGIES IV (LUX) SCSP, BLACKSTONE REAL ESTATE DEBT STRATEGIES IV L.P., BLACKSTONE REAL ESTATE DEBT STRATEGIES V (LUX) SCSP, BLACKSTONE REAL ESTATE DEBT STRATEGIES V L.P., BLACKSTONE REAL ESTATE SPECIAL SITUATIONS ADVISORS L.L.C., BLACKSTONE SECURED TRUST LTD, BLACKSTONE SECURITIES PARTNERS L.P., BLACKSTONE SENIOR FLOATING RATE OPPORTUNITY FUND LP, BLACKSTONE SPIRE FUND L.P., BLACKSTONE STRATEGIC OPPORTUNITY FUND L.P., BLACKSTONE STRATEGIC OPPORTUNITY INTERMEDIATE (E) FUND L.P., BLACKSTONE STRATEGIC OPPORTUNITY INTERMEDIATE FUND L.P., BLACKSTONE STRATEGIC OPPORTUNITY OFFSHORE (E) FUND LTD., BLACKSTONE STRATEGIC OPPORTUNITY OFFSHORE FUND LTD., BLACKSTONE TACTICAL OPPORTUNITIES FUND IV - LUX SCSP, BLACKSTONE TACTICAL OPPORTUNITIES FUND IV L.P., BLACKSTONE TECHNOLOGY SENIOR DIRECT LENDING FUND LP, BLACKSTONE TREASURY HOLDINGS II LLC, BLACKSTONE TREASURY HOLDINGS III L.L.C., BLACKSTONE US LOAN MASTER FUND, BOWMAN PARK CLO, LTD., BOYCE PARK CLO, LTD., BREIT OPERATING PARTNERSHIP L.P., BRISTOL PARK CLO, LTD., BSOF MASTER FUND II L.P., BSOF MASTER FUND L.P., BSOF PARALLEL MASTER FUND L.P., BUCKHORN PARK CLO, LTD., BURNHAM PARK CLO, LTD., BUTTERMILK PARK CLO, LTD., BX REIT ADVISORS L.L.C., BXC ARMADILLO CO-INVESTMENT FUND-D LP, BXC AZUL SUPER TOPCO LP, BXC BGREEN III PARALLEL CO-INVEST FUND SE II LP, BXC JADE SUPER TOPCO LP, BXMT ADVISORS L.L.C., CABINTEELY PARK CLO DAC, CARYSFORT PARK CLO DAC, CASTLE PARK CLO DESIGNATED ACTIVITY COMPANY, CATSKILL PARK CLO, LTD., CAYUGA PARK CLO, LTD., CHENANGO PARK CLO, LTD., CIRRUS FUNDING 2018-1, LTD., CLARINDA PARK CLO DESIGNATED ACTIVITY COMPANY, CLARUS DE II, L.P., CLARUS DEFINED EXIT I, L.P., CLARUS IV-A, L.P., CLARUS IV-B, L.P., CLARUS IV-C, L.P., CLARUS IV-D, L.P., CLARUS VENTURES, LLC, COLE PARK CLO LIMITED, COOK PARK CLO, LTD., CROSTHWAITE PARK CLO DESIGNATED ACTIVITY COMPANY, CUMBERLAND PARK CLO, LTD., DARTRY PARK CLO DESIGNATED ACTIVITY COMPANY, DEER PARK CLO DAC, DEWOLF PARK CLO, LTD., DILLON’S PARK CLO DAC, DUNEDIN PARK CLO DESIGNATED ACTIVITY COMPANY, ELM PARK CLO DESIGNATED ACTIVITY COMPANY, EMERALD DIRECT LENDING 1 LP, EMERALD DIRECT LENDING 2 LP, FILLMORE PARK CLO, LTD., FLEET STREET AUTO 2020 LP, G QCM SCSP, GILBERT PARK CLO, LTD., GN LOAN FUND LP, GREENWOOD PARK CLO, LTD., GRIFFITH PARK CLO DESIGNATED ACTIVITY COMPANY, GRIPPEN PARK CLO, LTD., GSO AIGUILLE DES GRANDS MONTETS FUND I LP, GSO AIGUILLE DES GRANDS MONTETS FUND II LP, GSO AIGUILLE DES GRANDS MONTETS FUND III LP, GSO BARRE DES ECRINS FUND I SCSP, GSO BARRE DES ECRINS FUND II SCSP, GSO BARRE DES ECRINS MASTER FUND SCSP, GSO CAPITAL OPPORTUNITIES FUND III LP, GSO CAPITAL SOLUTIONS FUND II LP, GSO CAPITAL SOLUTIONS FUND III EEA SCSP, GSO CAPITAL SOLUTIONS FUND III LP, GSO CHURCHILL PARTNERS II LP, GSO CHURCHILL PARTNERS LP, GSO COF III CO-INVESTMENT FUND LP, GSO CREDIT ALPHA DIVERSIFIED ALTERNATIVES LP, GSO CREDIT ALPHA FUND II LP, GSO CREDIT ALPHA FUND LP, GSO CSF III CO-INVESTMENT FUND LP, GSO ENERGY SELECT OPPORTUNITIES FUND II LP, GSO ENERGY SELECT OPPORTUNITIES FUND LP, GSO ENERGY PARTNERS-A LP, GSO ENERGY PARTNERS-B LP, GSO ENERGY PARTNERS-C II LP, GSO ENERGY PARTNERS-C LP, GSO ENERGY PARTNERS-D LP, GSO ENERGY PARTNERS-E LP, GSO EUROPEAN SENIOR DEBT FUND II LP, GSO EUROPEAN SENIOR DEBT FUND LP, GSO HARRINGTON CREDIT ALPHA FUND L.P., GSO JASMINE PARTNERS LP, GSO ORCHID FUND LP, GSO PALMETTO OPPORTUNISTIC INVESTMENT PARTNERS LP, GSO PALMETTO STRATEGIC PARTNERSHIP, L.P., GSO RP HOLDINGS LP, GSO SJ PARTNERS LP, GSO SPECIAL SITUATIONS MASTER FUND LP, GSO CO-INVESTMENT FUND-D L.P., GSO CREDIT-A PARTNERS L.P., HARBOR PARK CLO, LTD., HARRIMAN PARK CLO, LTD., HOLLAND PARK CLO DESIGNATED ACTIVITY COMPANY, KING’S PARK CLO, LTD., LONG POINT PARK CLO, LTD., MAGMA FINCO 16, LLC, MARINO PARK CLO DAC, MARLAY PARK CLO DESIGNATED ACTIVITY COMPANY, MAUNA LOA CAPITAL FUND LP, MILLTOWN PARK CLO DESIGNATED ACTIVITY COMPANY, MOLTEN PARTNERS, LLC, MYERS PARK CLO, LTD., NIAGARA PARK CLO, LTD., NYACK PARK CLO, LTD., ORWELL PARK CLO DESIGNATED ACTIVITY COMPANY, OTRANTO PARK CLO DAC, PALMERSTON PARK CLO DESIGNATED ACTIVITY COMPANY, PEACE PARK CLO, LTD., PHOENIX PARK CLO DESIGNATED ACTIVITY COMPANY, POINT AU ROCHE PARK CLO, LTD., REESE PARK CLO, LTD., RICHMOND PARK CLO DESIGNATED ACTIVITY COMPANY, ROCKFIELD PARK CLO DAC, ROCKLAND PARK CLO, LTD., SEAPOINT PARK CLO DESIGNATED ACTIVITY COMPANY, SORRENTO PARK CLO DESIGNATED ACTIVITY COMPANY, SOUTHWICK PARK CLO, LTD., STEWART PARK CLO, LTD., STONE OAK FUND L.P., SUTTON PARK CLO DESIGNATED ACTIVITY COMPANY, TALLMAN PARK CLO, LTD., THACHER PARK CLO, LTD., THAYER PARK CLO, LTD., THOMPSON PARK CLO, LTD., TYMON PARK CLO DESIGNATED ACTIVITY COMPANY, VESEY PARK CLO DAC, WEBSTER PARK CLO, LTD., WELLMAN PARK CLO, LTD., WHETSTONE PARK CLO, LTD., WILLOW PARK CLO DESIGNATED ACTIVITY COMPANY      
345 PARK AVENUE    :   
NEW YORK, NEW YORK 10154    :   
(212) 583-5000    :   
   :   
   :   
File No. 812-    :   
INVESTMENT COMPANY ACT OF 1940      

 

 

 


I.

SUMMARY OF APPLICATION

The following entities hereby request an order (the “Order”) of the U.S. Securities and Exchange Commission (the “SEC” or “Commission”) under Section 57(i) of the Investment Company Act of 1940, as amended (the “1940 Act”),1 and Rule 17d-1, permitting certain joint transactions otherwise prohibited by Sections 17(d) and 57(a)(4) of the 1940 Act and Rule 17d-1 thereunder. The Order would supersede the exemptive orders issued by the Commission on November 13, 2018 (the “Prior Real Estate Order”)2, December 30, 2019 (the “Prior Multi-Asset Order”)3 and November 29, 2021 (as amended, the “Prior Credit Order4 and, together with the Prior Real Estate Order and the Prior Multi-Asset Order, the “Prior Orders”) that were granted pursuant to Sections 17(d), 57(i) and Rule 17d-1, with the result that no person will continue to rely on the Prior Orders if the Order is granted.

 

   

Blackstone Private Credit Fund (“BCRED”);

 

   

Blackstone Secured Lending Fund (“BXSL”);

 

   

Blackstone Private Multi-Asset Credit and Income Fund (“BMACX”);

 

   

Blackstone Long-Short Credit Income Fund (“BGX”);

 

   

Blackstone Senior Floating Rate 2027 Term Fund (“BSL”);

 

   

Blackstone Strategic Credit 2027 Term Fund (“BGB”);

 

   

Blackstone Alternative Multi-Strategy Fund (“BXMIX”);

 

   

Blackstone Private Real Estate Credit Fund (“BREC” and, together with BCRED, BXSL, BMACX, BGX, BSL, BGB and BXMIX, the “Existing Regulated Funds”);

 

   

The entities set forth in Appendix A hereto, each of which is a Wholly-Owned Investment Sub, Joint Venture, or BDC Downstream Fund (as each such term is defined below);

 

   

The investment advisers set forth in Appendix B hereto (the “Existing Advisers”); and

 

1 

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

2 

In the Matter of Blackstone Real Estate Income Fund, et al. (File No. 812-14931), Release No. IC-33271 (October 16, 2018) (notice), Release No. IC-33294 (November 13, 2018) (order).

3 

In the Matter of Blackstone Alternative Alpha Fund, et al. (File No. 812-14967), Release No. IC-33707 (December 2, 2019) (notice), Release No. IC-33738 (December 30, 2019) (order).

4 

In the Matter of Blackstone / GSO Floating Rate Enhanced Income Fund, et al. (File No. 812-15135), Release No. IC-34412 (November 1, 2021) (notice), Release No. IC-34427 (November 29, 2021) (order); In the Matter of Blackstone Floating Rate Enhanced Income Fund, et al. (File No. 812-15317), Release No. IC-34581 (May 11, 2022) (notice), Release No. IC-34612 (June 7, 2022) (order).

 

1


   

The Affiliated Entities6 set forth in Appendix B hereto (each, an “Existing Affiliated Entity,” and collectively, the “Existing Affiliated Entities”).7

 

6 

Affiliated Entity” means an entity not controlled by a Regulated Fund that intends to engage in Co-Investment Transactions and that is (a) with respect to a Regulated Fund, another Regulated Fund; (b) an Adviser or its affiliates, and any direct or indirect, wholly- or majority-owned subsidiary of an Adviser or its affiliates, that is participating in a Co-Investment Transaction in a principal capacity; or (c) any entity that would be an investment company but for Section 3(c) of the 1940 Act or Rule 3a-7 thereunder and whose investment adviser is an Adviser.

To the extent that an entity described in clause (b) is not advised by an Adviser, such entity shall be deemed to be an Adviser for purposes of the conditions.

 

7 

In the future, an Affiliated Entity may become a Regulated Fund and, if so, will be considered a Regulated Fund for purposes of this Application.

 

2


The Regulated Funds8, the Advisers9, the Wholly-Owned Investment Subs, the Joint Ventures, the BDC Downstream Funds and the Affiliated Entities may be referred to herein as the “Applicants.”10

The relief requested in this application for the Order (the “Application”) would allow a Regulated Fund and one or more Affiliated Entities to engage in Co-Investment Transactions11 subject to the terms and conditions described herein. The Regulated Funds and Affiliated Entities that participate in a Co-Investment Transaction are collectively referred to herein as “Participants.” The Applicants do not seek relief for transactions effected consistent with Commission staff no-action positions.12

 

II.

GENERAL DESCRIPTION OF THE APPLICANTS

 

  A.

BCRED

BCRED is a Delaware statutory trust formed on February 11, 2020 and is structured as an externally managed, non-diversified, closed-end investment management company that has elected to be regulated as a BDC. BCRED has elected to be treated for federal income tax purposes, and intends to qualify annually, as a regulated investment company (“RIC”) under Subchapter M of the Internal Revenue Code of 1986 (the “Code”). BCRED’s principal place of business is 345 Park Avenue, New York, New York 10154.

 

8 

Regulated Fund” means the Existing Regulated Funds and any Future Regulated Funds. “Future Regulated Fund” means an entity (a) that is an open-end or closed-end management investment company registered under the 1940 Act, or a closed-end management investment company that has elected to be regulated as a business development company under the 1940 Act, (b) whose (1) primary investment adviser or (2) sub-adviser is an Adviser (as defined below) and (c) that intends to engage in Co-Investment Transactions. If an Adviser serves as sub-adviser to a Regulated Fund whose primary adviser is not also an Adviser, such primary adviser shall be deemed to be an Adviser with respect to conditions 3 and 4 only.

The term Regulated Fund also includes (a) any Wholly-Owned Investment Sub (as defined below) of a Regulated Fund, (b) any Joint Venture (as defined below) of a Regulated Fund, and (c) any BDC Downstream Fund (as defined below) of a Regulated Fund that is a business development company (“BDC”). “Wholly-Owned Investment Sub” means an entity: (a) that is a “wholly-owned subsidiary” (as defined in Section 2(a)(43) of the 1940 Act) of a Regulated Fund; (b) whose sole business purpose is to hold one or more investments and which may issue debt on behalf or in lieu of such Regulated Fund; and (c) is not a registered investment company or a BDC. “Joint Venture” means an unconsolidated joint venture subsidiary of a Regulated Fund, in which all portfolio decisions, and generally all other decisions in respect of such joint venture, must be approved by an investment committee consisting of representatives of the Regulated Fund and the unaffiliated joint venture partner (with approval from a representative of each required). “BDC Downstream Fund” means an entity (a) directly or indirectly controlled by a Regulated Fund that is BDC, (b) that is not controlled by any person other than the Regulated Fund (except a person that indirectly controls the entity solely because it controls the Regulated Fund), (c) that would be an investment company but for Section 3(c)(1) or 3(c)(7) of the 1940 Act, (d) whose investment adviser is an Adviser and (e) that is not a Wholly-Owned Investment Sub.

In the case of a Wholly-Owned Investment Sub that does not have a chief compliance officer or a Board, the chief compliance officer and Board of the Regulated Fund that controls the Wholly-Owned Investment Sub will be deemed to serve those roles for the Wholly-Owned Investment Sub. In the case of a Joint Venture or a BDC Downstream Fund (as applicable) that does not have a chief compliance officer or a Board, the chief compliance officer of the Regulated Fund will be deemed to be the Joint Venture’s or BDC Downstream Fund’s chief compliance officer, and the Joint Venture’s or BDC Downstream Fund’s investment committee will be deemed to be the Joint Venture’s or BDC Downstream Fund’s Board.

 

9 

The term “Adviser means the Existing Advisers and any other investment adviser controlling, controlled by, or under common control with the Existing Advisers. The term “Advisers” also includes any internally-managed Regulated Fund.

10 

All existing entities that currently intend to rely upon the requested Order have been named as Applicants. Any other existing or future entity that subsequently relies on the Order will comply with the terms and conditions of the Application.

11 

Co-Investment Transaction” means the acquisition or Disposition (defined below) of securities of an issuer in a transaction effected in reliance on the Order or previously granted relief.

12 

See, e.g., Massachusetts Mutual Life Insurance Co. (pub. avail. June 7, 2000), Massachusetts Mutual Life Insurance Co. (pub. avail. July 28, 2000) and SMC Capital, Inc. (pub. avail. Sept. 5, 1995).

 

3


BCRED’s investment objectives are to generate current income and, to a lesser extent, long-term capital appreciation. Under normal circumstances, BCRED will invest at least 80% of its total assets in private credit investments (loans, bonds and other credit instruments that are issued in private offerings or issued by private companies).

BCRED’s business and affairs are managed by its Board (defined below), which oversees BCRED’s investment activities, financing arrangements and corporate governance. The Board consists of seven members, five of whom are not “interested persons” of BCRED as defined in Section 2(a)(19) of the 1940 Act (“Non-Interested Trustees” or “Non-Interested Directors,” as applicable).13

 

  B.

BXSL

BXSL is a Delaware statutory trust formed on March 26, 2018 and is structured as an externally managed, non-diversified, closed-end management investment company that has elected to be regulated as a BDC. BXSL has elected to be treated for federal income tax purposes, and intends to qualify annually, as a RIC under Subchapter M of the Code. BXSL’s principal place of business is 345 Park Avenue, New York, New York 10154.

BXSL’s investment objectives are to generate current income and, to a lesser extent, long-term capital appreciation. Under normal market conditions, BXSL generally invests at least 80% of its total assets in secured debt investments, and its portfolio is composed primarily of first lien senior secured and unitranche loans.

BXSL’s business and affairs are managed by its Board, which oversees BXSL’s investment activities, financing arrangements and corporate governance. The Board consists of seven members, five of whom are Non-Interested Trustees of BXSL.

 

  C.

BMACX

BMACX is a Delaware statutory trust formed on July 26, 2024 and is structured as a non-diversified, closed-end management investment company and operated as an interval fund. BMACX intends to elect to be treated for federal income tax purposes, and intends to qualify annually thereafter, as a RIC under Subchapter M of the Code. BMACX’s principal place of business is 345 Park Avenue, New York, New York 10154.

BMACX’s investment objectives are to generate current income and, to a lesser extent, long-term capital appreciation. Under normal circumstances, BMACX will invest directly or indirectly at least 80% of its total assets in private credit investments (loans, bonds and other credit-oriented investments) and other investments that are expected to (i) make regular distributions, dividends or interest payments and (ii) generate returns primarily from income (including investments in insurance companies that meet these criteria), in each case, that are issued in private offerings or issued by private companies.

BMACX’s business and affairs are managed by its Board, which oversees BMACX’s investment activities, financing arrangements and corporate governance. The Board consists of five members, four of whom are Non-Interested Trustees of BMACX.

 

13 

The board of trustees or directors, as applicable (each, a “Board”), of each Future Regulated Fund will consist of a majority of members who are not “interested persons” of such Future Regulated Fund within the meaning of Section 2(a)(19) of the 1940 Act.


  D.

BGX

BGX is a Delaware statutory trust formed on October 22, 2010 and is structured as an externally managed, diversified, closed-end management investment company. BGX has elected to be treated for federal income tax purposes, and intends to qualify annually, as a RIC under Subchapter M of the Code. BGX’s principal place of business is 345 Park Avenue, New York, New York 10154.

BGX’s investment objectives are to provide current income, with a secondary objective of capital appreciation. BGX seeks to achieve its investment objectives by employing a dynamic long-short strategy in a diversified portfolio of loans and fixed-income instruments of predominantly U.S. corporate issuers, including first- and second-lien secured loans and high-yield corporate debt securities of varying maturities. BGX’s short positions, either directly or through the use of derivatives, may total up to 30% of the BGX’s net assets. Under normal market conditions, at least 80% of the BGX’s total assets will be invested in senior, secured floating rate loans.

BGX’s business and affairs are managed under the direction of its Board. The Board consists of five members, four of whom are Non-Interested Trustees of BGX.

 

  E.

BSL

BSL is a Delaware statutory trust formed on March 4, 2010 and is structured as an externally managed, diversified, closed-end management investment company. BSL has elected to be treated for federal income tax purposes, and intends to qualify annually, as a RIC under Subchapter M of the Code. BSL’s principal place of business is 345 Park Avenue, New York, New York 10154.

BSL’s investment objectives are to seek high current income, with a secondary objective to seek preservation of capital, consistent with its primary goal of high current income. Under normal market conditions, the Fund invests at least 80% of its total assets in senior, secured floating rate loans.

BSL’s business and affairs are managed under the direction of its Board. The Board consists of five members, four of whom are Non-Interested Trustees of BSL.

 

  F.

BGB

BGB is a Delaware statutory trust formed on March 28, 2012 and is structured as an externally managed, diversified, closed-end management investment company. BGB has elected to be treated for federal income tax purposes, and intends to qualify annually, as a RIC under Subchapter M of the Code. BGB’s principal place of business is 345 Park Avenue, New York, New York 10154.

BGB’s primary investment objective is to seek high current income, with a secondary objective to seek preservation of capital, consistent with its primary goal of high current income. BGB invests primarily in a diversified portfolio of loans and other fixed income instruments of predominantly U.S. corporate issuers, including first- and second-lien loans and high yield corporate bonds of varying maturities. Under normal market conditions, BGB invests at least 80% of its total assets in credit investments comprised of corporate fixed income instruments and other investments (including derivatives) with similar economic characteristics.

BGB’s business and affairs are managed under the direction of its Board. The Board consists of five members, four of whom are Non-Interested Trustees of BSL.

 

  G.

BXMIX

BXMIX is a diversified, open-end investment company that commenced operations on June 16, 2014. BXMIX is currently the sole series of Blackstone Alternative Investment Funds (“BAIF”), a Massachusetts business trust organized on August 27, 2012. BXMIX has elected to be treated for federal income tax purposes, and intends to qualify annually, as a RIC under Subchapter M of the Code. BXMIX’s principal place of business is 345 Park Avenue, New York, New York 10154.

 

5


BXMIX’s investment objective is to seek capital appreciation principally by allocating BXMIX’s assets among a variety of non-traditional or alternative investment strategies, including equity hedge strategies, event-driven strategies, macro strategies, relative value strategies, and multi-strategy strategies.

BXMIX’s operations and affairs are overseen by its Board. The Board consists of five members, four of whom are Non-Interested Trustees of BAIF.

 

  H.

BREC

BREC is a Delaware statutory trust formed on October 14, 2024 and is structured as an externally managed, non-diversified closed-end management investment company that intends to elect to be regulated as a BDC. BREC intends to elect to be treated for federal income tax purposes, and to qualify annually thereafter, as a RIC under Subchapter M of the Code. BREC’s principal place of business is 345 Park Avenue, New York, New York 10154.

BREC will aim to originate, acquire, finance and manage a portfolio consisting of a broad range of real estate-related investments in or relating to private and public debt, equity or other interests on a global basis. BREC will generally focus on sourcing investments and primarily invest (70% or greater) in the U.S. Under normal circumstances, BREC will invest directly or indirectly at least 80% of its total assets in private real estate credit instruments (loans, debt securities, preferred stock and other debt-like or credit-oriented investments with a debt-like return and risk profile).

BREC’s business and affairs are managed by its Board, which oversees BREC’s investment activities, financing arrangements and corporate governance. The Board consists of five members, three of whom are Non-Interested Trustees of BREC.

 

5


  I.

Existing Advisers

Each of the Existing Advisers is a subsidiary of Blackstone. Blackstone is the world’s largest alternative asset manager. Blackstone’s more than $1.1 trillion in total assets under management as of December 31, 2024 include global investment strategies focused on real estate, private equity, infrastructure, life sciences, growth equity, credit, real assets, secondaries and hedge funds. Blackstone’s four business segments are (1) real estate, (2) private equity, (3) credit & insurance and (4) multi-asset investing. Blackstone’s asset management businesses include private investment funds, registered funds, BDCs, real estate investment trusts, collateralized loan obligation vehicles, separately managed accounts and other vehicles focused on real estate, private equity, infrastructure, life sciences, growth equity, credit, real assets and secondary funds. Many of Blackstone’s private investment funds and other vehicles are targeted at institutional investors. Blackstone also has several products that are targeted at individual investors, including high-net-worth investors.

A complete list of the Existing Advisers is included in Appendix B.

 

7


  J.

Existing Affiliated Entities

Existing Affiliated Entities include, but are not limited to, Blackstone affiliates that hold various financial assets in a principal capacity (i.e., proprietary accounts), Blackstone-sponsored non-U.S. retail investment funds, and Blackstone affiliates (including private funds and insurance companies) that would be investment companies but for Section 3(c) of the 1940 Act or Rule 3a-7 thereunder.

A complete list of the Existing Affiliated Entities is included in Appendix B.

 

III.

ORDER REQUESTED

The Applicants request an Order of the Commission under Sections 17(d) and 57(i) of the 1940 Act and Rule 17d-1 thereunder to permit, subject to the terms and conditions set forth below in this Application (the “Conditions”), each Regulated Fund to be able to participate with one or more Affiliated Entities in Co-Investment Transactions otherwise prohibited by Sections 17(d) and 57(a)(4) of the 1940 Act and Rule 17d-1 thereunder.

 

  A.

Applicable Law

Section 17(d), in relevant part, prohibits an affiliated person, or an affiliated person of such affiliated person, of a registered investment company, acting as principal, from effecting any transaction in which the registered investment company is “a joint or a joint and several participant with such person” in contravention of such rules as the SEC may prescribe “for the purpose of limiting or preventing participation by such [fund] on a basis different from or less advantageous than that of such other participant.”

Rule 17d-1 prohibits an affiliated person, or an affiliated person of such affiliated person, of a registered investment company, acting as principal, from participating in, or effecting any transaction in connection with, any “joint enterprise or other joint arrangement or profit-sharing plan”14 in which the fund is a participant without first obtaining an order from the SEC.

Section 57(a)(4), in relevant part, prohibits any person related to a BDC in the manner described in Section 57(b), acting as principal, from knowingly effecting any transaction in which the BDC is a joint or a joint and several participant with such persons in contravention of such rules as the Commission may prescribe for the purpose of limiting or preventing participation by the BDC on a basis less advantageous than that of such person. Section 57(i) provides that, until the SEC prescribes rules under Section 57(a), the SEC’s rules under Section 17(d) applicable to registered closed-end investment companies will be deemed to apply to persons subject to the prohibitions of Section 57(a). Because the SEC has not adopted any rules under Section 57(a), Rule 17d-1 applies to persons subject to the prohibitions of Section 57(a).

 

 

14 

Rule 17d-1(c) defines a “[j]oint enterprise or other joint arrangement or profit-sharing plan” to include, in relevant part, “any written or oral plan, contract, authorization or arrangement or any practice or understanding concerning an enterprise or undertaking whereby a registered investment company … and any affiliated person of or principal underwriter for such registered company, or any affiliated person of such a person or principal underwriter, have a joint or a joint and several participation, or share in the profits of such enterprise or undertaking ….”


Rule 17d-1(b) provides, in relevant part, that in passing upon applications under the rule, the Commission will consider whether the participation of a registered investment company in a joint enterprise, joint arrangement or profit-sharing plan on the basis proposed is consistent with the provisions, policies and purposes of the 1940 Act and the extent to which such participation is on a basis different from or less advantageous than that of other participants.

 

  B.

Need for Relief

Each Regulated Fund may be deemed to be an affiliated person of each other Regulated Fund within the meaning of Section 2(a)(3) if it is deemed to be under common control because an Adviser is or will be either the investment adviser or sub-adviser to each Regulated Fund. Section 17(d) and Section 57(b) apply to any investment adviser to an open- or closed-end fund or a BDC, respectively, including a sub-adviser. Thus, an Adviser and any Affiliated Entities that it advises could be deemed to be persons related to Regulated Funds in a manner described by Sections 17(d) and 57(b). The Advisers are wholly-owned by Blackstone, are under common control, and are thus affiliated persons of each other. Accordingly, with respect to the Advisers, and any other Advisers that are deemed to be affiliated persons of each other, Affiliated Entities advised by any of them could be deemed to be persons related to Regulated Funds (or a company controlled by a Regulated Fund) in a manner described by Sections 17(d) and 57(b). In addition, any entities or accounts controlled by or under common control with the Advisers that are deemed to be affiliated persons of each other that may, from time to time, hold various financial assets in a principal capacity, could be deemed to be persons related to Regulated Funds (or a company controlled by a Regulated Fund) in a manner described by Sections 17(d) and 57(b). Finally, with respect to any Wholly-Owned Investment Sub, Joint Venture, or BDC Downstream Fund of a Regulated Fund, such entity would be a company controlled by its parent Regulated Fund for purposes of Section 57(a)(4) of the 1940 Act and Rule 17d-l under the 1940 Act.

 

  C.

Conditions

Applicants agree that any Order granting the requested relief will be subject to the following Conditions.

1. Same Terms. With respect to any Co-Investment Transaction, each Regulated Fund, and Affiliated Entity participating in such transaction will acquire, or dispose of, as the case may be, the same class of securities, at the same time, for the same price and with the same conversion, financial reporting and registration rights, and with substantially the same other terms (provided that the settlement date for an Affiliated Entity may occur up to ten business days after the settlement date for the Regulated Fund, and vice versa). If a Participant, but not all of the Regulated Funds, has the right to nominate a director for election to a portfolio company’s board of directors, the right to appoint a board observer or any similar right to participate in the governance or management of a portfolio company, the Board of each Regulated Fund that does not hold this right must be given the opportunity to veto the selection of such person.15

2. Existing Investments in the Issuer. Prior to a Regulated Fund acquiring in a Co-Investment Transaction a security of an issuer in which an Affiliated Entity has an existing interest in such issuer, the “required majority,” as defined in Section 57(o) of the 1940 Act,16 of the Regulated Fund (“Required Majority”) will take the steps set forth in Section 57(f) of the 1940 Act,17 unless: (i) the Regulated Fund already holds the same security as each such Affiliated Entity; and (ii) the Regulated Fund and each other Affiliated Entity holding the security is participating in the acquisition in approximate proportion to its then-current holdings.

 

15 

Such a Board can also, consistent with applicable fund documents, facilitate this opportunity by delegating the authority to veto the selection of such person to a committee of the Board.

16 

Section 57(o) defines the term “required majority,” in relevant part, with respect to the approval of a proposed transaction, as both a majority of a BDC’s directors who have no financial interest in the transaction and a majority of such directors who are not interested persons of the BDC. In the case of a Regulated Fund that is not a BDC, the Board members that constitute the Required Majority will be determined as if such Regulated Fund were a BDC subject to Section 57(o) of the 1940 Act.

17 

Section 57(f) provides for the approval by a Required Majority of certain transactions on the basis that, in relevant part: (i) the terms of the transaction, including the consideration to be paid or received, are reasonable and fair to the shareholders of the BDC and do not involve overreaching of the BDC or its shareholders on the part of any person concerned; (ii) the proposed transaction is consistent with the interests of the BDC’s shareholders and the BDC’s policy as recited in filings made by the BDC with the Commission and the BDC’s reports to shareholders; and (iii) the BDC’s directors record in their minutes and preserve in their records a description of the transaction, their findings, the information or materials upon which their findings were based, and the basis for their findings.


3. Related Expenses. Any expenses associated with acquiring, holding or disposing of any securities acquired in a Co-Investment Transaction, to the extent not borne by the Adviser(s), will be shared among the Participants in proportion to the relative amounts of the securities being acquired, held or disposed of, as the case may be.18

4. No Remuneration. Any transaction fee19 (including break-up, structuring, monitoring or commitment fees but excluding broker’s fees contemplated by section 17(e) or 57(k) of the 1940 Act, as applicable), received by an Adviser and/or a Participant in connection with a Co-Investment Transaction will be distributed to the Participants on a pro rata basis based on the amounts they invested or committed, as the case may be, in such Co-Investment Transaction. If any transaction fee is to be held by an Adviser pending consummation of the transaction, the fee will be deposited into an account maintained by the Adviser at a bank or banks having the qualifications prescribed in section 26(a)(1) of the 1940 Act, and the account will earn a competitive rate of interest that will also be divided pro rata among the Participants based on the amount they invest in such Co-Investment Transaction. No Affiliated Entity, Regulated Fund, or any of their affiliated persons will accept any compensation, remuneration or financial benefit in connection with a Regulated Fund’s participation in a Co-Investment Transaction, except: (i) to the extent permitted by Section 17(e) or 57(k) of the 1940 Act; (ii) as a result of either being a Participant in the Co-Investment Transaction or holding an interest in the securities issued by one of the Participants; or (iii) in the case of an Adviser, investment advisory compensation paid in accordance with investment advisory agreement(s) with the Regulated Fund(s) or Affiliated Entity(ies).

5. Co-Investment Policies. Each Adviser (and each Affiliated Entity that is not advised by an Adviser) will adopt and implement policies and procedures reasonably designed to ensure that: (i) opportunities to participate in Co-Investment Transactions are allocated in a manner that is fair and equitable to every Regulated Fund; and (ii) the Adviser negotiating the Co-Investment Transaction considers the interest in the Transaction of any participating Regulated Fund (the “Co-Investment Policies”). Each Adviser (and each Affiliated Entity that is not advised by an Adviser) will provide its Co-Investment Policies to the Regulated Funds and will notify the Regulated Funds of any material changes thereto.20

6. Dispositions:

 

  (a)

Prior to any Disposition21 by an Affiliated Entity of a security acquired in a Co-Investment Transaction, the Adviser to each Regulated Fund that participated in the Co-Investment Transaction will be notified and each such Regulated Fund given the opportunity to participate pro rata based on the proportion of its holdings relative to the other Affiliated Entities participating in such Disposition.

 

  (b)

Prior to any Disposition by a Regulated Fund of a security acquired in a Co-Investment Transaction, the Required Majority will take the steps set forth in Section 57(f) of the 1940 Act, unless: (i) each Affiliated Entity holding the security participates in the Disposition in approximate proportion to its then-current holding of the security; or (ii) the Disposition is a sale of a Tradable Security.22

 

18 

Expenses of an individual Participant that are incurred solely by the Participant due to its unique circumstances (such as legal and compliance expenses) will be borne by such Participant.

19 

Applicants are not requesting and the Commission is not providing any relief for transaction fees received in connection with any Co-Investment Transaction.

20 

The Affiliated Entities may adopt shared Co-Investment Allocation Policies.

21 

Disposition” means the sale, exchange, transfer or other disposition of an interest in a security of an issuer.

22 

Tradable Security” means a security which trades: (i) on a national securities exchange (or designated offshore securities market as defined in Rule 902(b) under the Securities Act of 1933, as amended) and (ii) with sufficient volume and liquidity (findings which are to be made in good faith and documented by the Advisers to any Regulated Funds) to allow each Regulated Fund to dispose of its entire remaining position within 30 days at approximately the price at which the Regulated Fund has valued the investment.

 

10


7. Board Oversight

 

  (a)

Each Regulated Fund’s directors will oversee the Regulated Fund’s participation in the co-investment program in the exercise of their reasonable business judgment.

 

  (b)

Prior to a Regulated Fund’s participation in Co-Investment Transactions, the Regulated Fund’s Board, including a Required Majority, will: (i) review the Co-Investment Policies, to ensure that they are reasonably designed to prevent the Regulated Fund from being disadvantaged by participation in the co-investment program; and (ii) approve policies and procedures of the Regulated Fund that are reasonably designed to ensure compliance with the terms of the Order.

 

  (c)

At least quarterly, each Regulated Fund’s Adviser and chief compliance officer (as defined in Rule 38a-1(a)(4)) will provide the Regulated Fund Boards with reports or other information requested by the Board related to a Regulated Fund’s participation in Co-Investment Transactions and a summary of matters, if any, deemed significant that may have arisen during the period related to the implementation of the Co-Investment Policies and the Regulated Fund’s policies and procedures approved pursuant to (b) above.

 

  (d)

Every year, each Regulated Fund’s Adviser and chief compliance officer will provide the Regulated Fund’s Board with reports or other information requested by the Board related to the Regulated Fund’s participation in the co-investment program and any material changes in the Affiliated Entities’ participation in the co-investment program, including changes to the Affiliated Entities’ Co-Investment Policies.

 

  (e)

The Adviser and the chief compliance officer will also notify the Regulated Fund’s Board of a compliance matter related to the Regulated Fund’s participation in the co-investment program and related Co-Investment Policies or the Regulated Fund’s policies and procedures approved pursuant to (b) above that a Regulated Fund’s chief compliance officer considers to be material.

8. Recordkeeping. All information presented to the Board pursuant to the order will be kept for the life of the Regulated Fund and at least two years thereafter, and will be subject to examination by the Commission and its Staff. Each Regulated Fund will maintain the records required by Section 57(f)(3) as if it were a BDC and each of the Co-Investment Transactions were approved by the Required Majority under Section 57(f).23

 

23 

If a Regulated Fund enters into a transaction that would be a Co-Investment Transaction pursuant to this Order in reliance on another exemptive order instead of this Order, the information presented to the Board and records maintained by the Regulated Fund will expressly indicate the order relied upon by the Regulated Fund to enter into such transaction.

 

11


IV.

STATEMENT IN SUPPORT OF RELIEF REQUESTED

Applicants submit that allowing the Co-Investment Transactions described by this Application is justified on the basis of (i) the potential benefits to the Regulated Funds and their respective shareholders and (ii) the protections found in the terms and conditions set forth in this Application.

 

  A.

Potential Benefits to the Regulated Funds and their Shareholders

Section 57(a)(4) and Rule 17d-1 (as applicable) limit the ability of the Regulated Funds to participate in attractive co-investment opportunities under certain circumstances. If the relief is granted, the Regulated Funds should: (i) be able to participate in a larger number and greater variety of investments, thereby diversifying their portfolios and providing related risk-limiting benefits; (ii) be able to participate in larger financing opportunities, including those involving issuers with better credit quality, which otherwise might not be available to investors of a Regulated Fund’s size; (iii) have greater bargaining power (notably with regard to creditor protection terms and other similar investor rights), more control over the investment and less need to bring in other external investors or structure investments to satisfy the different needs of external investors; (iv) benefit from economies of scale by sharing fixed expenses associated with an investment with the other Participants; and (v) be able to obtain better deal flow from investment bankers and other sources of investments.

 

  B.

Shareholder Protections

Each Co-Investment Transaction would be subject to the terms and conditions of this Application. The Conditions are designed to address the concerns underlying Sections 17(d) and 57(a)(4) and Rule 17d-l by ensuring that participation by a Regulated Fund in any Co-Investment Transaction would not be on a basis different from or less advantageous than that of other Participants. Under Condition 5, each Adviser (and each Affiliated Entity that is not advised by an Adviser) will adopt and implement Co-Investment Policies that are reasonably designed to ensure that (i) opportunities to participate in Co-Investment Transactions are allocated in a manner that is fair and equitable to every Regulated Fund; and (ii) the Adviser negotiating the Co-Investment Transaction considers the interest in the Transaction of any participating Regulated Fund. The Co-Investment Policies will require an Adviser to make an independent determination of the appropriateness of a Co-Investment Transaction and the proposed allocation size based on each Participant’s specific investment profile and other relevant characteristics.

 

V.

PRECEDENTS

The Commission has previously issued orders permitting certain investment companies subject to regulation under the 1940 Act and their affiliated persons to be able to participate in Co-Investment Transactions (the “Existing Orders”).24 Similar to the Existing Orders, the Conditions described herein are designed to mitigate the possibility for overreaching and to promote fair and equitable treatment of the Regulated Funds. Accordingly, the Applicants submit that the scope of investor protections contemplated by the Conditions are consistent with those found in the Existing Orders.

 

24 

See, e.g., Polen Credit Opportunities Fund, et al. (File No. 812-15457) Release No. IC-35183 (May 2, 2024) (notice), Release No. IC-35206 (May 28, 2024) (Order); Sound Point Meridian Capital, Inc., et al. (File No. 812-15476-01) Release No. IC-35173 (April 19, 2024) (notice), Release No. IC-35192 (May 15, 2024) (order); Brookfield Infrastructure Income Fund Inc., et al. (File No. 812-15415), Release No. IC-35001 (September 20, 2022) (notice), Release No. IC-35032 (October 17, 2023) (order); T. Rowe Price OHA Select Private Credit Fund, et al. (File No. 812-15461), Release No. IC-34963 (July 24, 2023) (notice), Release No. IC-34987 (August 21, 2023) (order); KKR Real Estate Select Trust Inc., et al. (File No. 812-15181), Release No. IC-34962 (July 18, 2023) (notice), Release No. IC-34985 (August 15, 2023) (order); MBC Total Private Markets Access Fund, et al. (File No. 812-15422), Release No. IC-34953 (June 28, 2023) (notice), Release No. IC-34965 (July 25, 2023) (order); Vista Credit Strategic Lending Corp. et al. (File No. 812-15323), Release No. IC-34946 (June 20, 2023) (notice), Release No. IC-34961 (July 18, 2023) (order).

 

12


VI.

PROCEDURAL MATTERS

 

  A.

Communications

Please address all communications concerning this Application, the Notice and the Order to:

 

Leon Volchyok, Esq.

Blackstone Inc.

345 Park Avenue

New York, NY 10154

  

Oran Ebel, Esq.

Blackstone Inc.

345 Park Avenue

New York, NY 10154

Please address any questions, and a copy of any communications, concerning this Application, the Notice, and the Order to:

 

Rajib Chanda

Steven Grigoriou

Simpson Thacher & Bartlett LLP

900 G Street, N.W.

Washington, DC 20001

(202) 636-5500

 

Kenneth E. Burdon

Simpson Thacher & Bartlett LLP

855 Boylston Street, 9th Floor

Boston, MA 02116

(617) 778-9200

 

Jonathan Gaines

Simpson Thacher & Bartlett LLP

425 Lexington Avenue

New York, NY 10017

(212) 455-2000

 

  B.

Authorizations

The filing of this Application for the Order sought hereby and the taking of all acts reasonably necessary to obtain the relief requested herein was authorized by the Board of each Existing Regulated Fund pursuant to resolutions duly adopted by the Board. Copies of the resolutions are provided below.

Pursuant to Rule 0-2(c), Applicants hereby state that each Existing Regulated Fund and Existing Affiliated Fund have authorized to cause to be prepared and to execute and file with the Commission this Application and any amendment thereto for an order pursuant to Section 57(i) and Rule 17d-1 permitting certain joint transactions otherwise prohibited by Sections 17(d) and 57(a)(4) and Rule 17d-1. The person executing the Application on behalf of the Applicants being duly sworn deposes and says that he has duly executed the Application for and on behalf of the applicable entity listed; that he is authorized to execute the Application pursuant to the terms of an operating agreement, management agreement or otherwise; and that all actions by members, directors or other bodies necessary to authorize each such deponent to execute and file the Application have been taken.

The Applicants have caused this Application to be duly signed on their behalf on the 14th day of March, 2025.

 

13


BLACKSTONE PRIVATE CREDIT FUND,

BLACKSTONE SECURED LENDING FUND

By:   Blackstone Private Credit Strategies LLC, as Investment Advisor
By:   Blackstone Credit BDC Advisors LLC, as Sub-Investment Advisor
By:  

/s/ Marisa Beeney

Name:   Marisa Beeney
Title:   Authorized Signatory
BLACKSTONE PRIVATE MULTI-ASSET CREDIT AND INCOME FUND
By:  

/s/ Heather von Zuben

Name:   Heather von Zuben
Title:   Chief Executive Officer
BLACKSTONE LONG-SHORT CREDIT INCOME FUND, BLACKSTONE SENIOR FLOATING RATE 2027 TERM FUND, BLACKSTONE STRATEGIC CREDIT 2027 TERM FUND
By:   Blackstone Liquid Credit Strategies LLC, its Investment Adviser
By:  

/s/ Marisa Beeney

Name:   Marisa Beeney
Title:   Authorized Signatory
BLACKSTONE ALTERNATIVE MULTI-STRATEGY FUND, BLACKSTONE ALTERNATIVE MULTI-STRATEGY SUB FUND II LTD, BLACKSTONE ALTERNATIVE MULTI-STRATEGY SUB FUND III L.L.C., BLACKSTONE ALTERNATIVE MULTI-STRATEGY SUB FUND IV L.L.C.
By:  

/s/ Stephen D. Adams

Name:   Stephen D. Adams
Title:   Chief Legal Officer


BLACKSTONE PRIVATE REAL ESTATE CREDIT FUND
By:  

/s/ Leon Volchyok

Name:   Leon Volchyok
Title:   Authorized Signatory

 

ALLEGANY PARK CLO, LTD., BEECHWOOD PARK CLO, CAYUGA PARK CLO, LTD., HARRIMAN PARK CLO, LTD., PEACE PARK CLO, LTD., POINT AU ROCHE PARK CLO, LTD., SOUTHWICK PARK CLO, LTD., TALLMAN PARK CLO, LTD., WHETSTONE PARK CLO, LTD.
By:   Blackstone CLO Management LLC, as Collateral Manager
By:   Blackstone Liquid Credit Strategies LLC, its Managing Member
By:  

/s/ Marisa Beeney

Name:   Marisa Beeney
Title:   Authorized Signatory


BASSWOOD PARK CLO, LTD., BETHPAGE PARK CLO, LTD., BOWMAN PARK CLO, LTD., BRISTOL PARK CLO, LTD., BUCKHORN PARK CLO, LTD., BURNHAM PARK CLO, LTD., BUTTERMILK PARK CLO, LTD., CATSKILL PARK CLO, LTD., CHENANGO PARK CLO, LTD., CIRRUS FUNDING 2018-1, LTD., COLE PARK CLO LIMITED, COOK PARK CLO, LTD., CUMBERLAND PARK CLO, LTD., DEWOLF PARK CLO, LTD., FILLMORE PARK CLO, LTD., GILBERT PARK CLO, LTD., GREENWOOD PARK CLO, LTD., GRIPPEN PARK CLO, LTD., HARBOR PARK CLO, LTD., LONG POINT PARK CLO, LTD., MYERS PARK CLO, LTD., NIAGARA PARK CLO, LTD., NYACK PARK CLO, LTD., REESE PARK CLO, LTD., ROCKLAND PARK CLO, LTD., STEWART PARK CLO, LTD., THACHER PARK CLO, LTD., THAYER PARK CLO, LTD., THOMPSON PARK CLO, LTD., WEBSTER PARK CLO, LTD., WELLMAN PARK CLO, LTD.
By:   Blackstone Liquid Credit Strategies LLC, as Collateral Manager
By:  

/s/ Marisa Beeney

Name:   Marisa Beeney
Title:   Authorized Signatory
BCRED DENALI PEAK FUNDING LLC, BCRED TWIN PEAKS LLC
By:   Blackstone Private Credit Fund, its sole member
By:  

/s/ Oran Ebel

Name:   Oran Ebel
Title:   Chief Legal Officer & Secretary
BLACKSTONE / GSO GLOBAL DYNAMIC CREDIT MASTER FUND, BLACKSTONE EUROPEAN SENIOR LOAN FUND, BLACKSTONE US LOAN MASTER FUND
By:   Blackstone Ireland Fund Management Limited, its Investment Manager
By:  

/s/ Marisa Beeney

Name:   Marisa Beeney
Title:   Authorized Signatory


BLACKSTONE ALTERNATIVE INVESTMENT ADVISORS LLC
By:  

/s/ Kevin Michel

Name:   Kevin Michel
Title:   Authorized Signatory
BLACKSTONE ALTERNATIVE INVESTMENT FUNDS
BLACKSTONE ALTERNATIVE INVESTMENT FUNDS, on behalf of its sole series BLACKSTONE ALTERNATIVE MULTI-STRATEGY FUND
By:   Blackstone Alternative Investment Advisors LLC, its investment adviser
By:  

/s/ Kevin Michel

Name:   Kevin Michel
Title:   Authorized Signatory
BLACKSTONE BIG SKY FUND L.P., BLACKSTONE SPIRE FUND L.P., BLACKSTONE STRATEGIC OPPORTUNITY FUND L.P.
By:   Blackstone Strategic Opportunity Associates L.L.C., its general partner
By:  

/s/ Jack Pitts

Name:   Jack Pitts
Title:   Authorized Representative


BLACKSTONE CAPITAL OPPORTUNITIES FUND IV LP
By   GSO Capital Opportunities Associates IV LP, its general partner
By:  

/s/ Marisa Beeney

Name:   Marisa Beeney
Title:   Authorized Signatory
BLACKSTONE CAPITAL OPPORTUNITIES FUND V LP
By:   Blackstone Capital Opportunities Associates V LP, its general partner
By:   Blackstone Capital Opportunities Associates V (Delaware) LLC, its general partner
By:  

/s/ Marisa Beeney

  Name: Marisa Beeney
  Title: Authorized Signatory
BLACKSTONE CMBS FUND – G L.P.
By:   Blackstone Real Estate CMBS Associates - G L.P., its general partner
By:  

/s/ Scott Mathias

Name:   Scott Mathias
Title:   Authorized Signatory
BLACKSTONE CMBS FUND – NON-IG L.P.
By:   Blackstone Real Estate CMBS Associates Non-IG L.P., its general partner
By:  

/s/ Scott Mathias

Name:   Scott Mathias
Title:   Authorized Signatory
BLACKSTONE COF IV CO-INVESTMENT FUND LP
By:   GSO COF IV Co-Investment Associates LLC, its general partner
By:  

/s/ Marisa Beeney

Name:   Marisa Beeney
Title:   Authorized Signatory
BLACKSTONE COF V CO-INVESTMENT FUND LP
By:   Blackstone Capital Opportunities Associates V LP, its sole member
By:   Blackstone Capital Opportunities Associates V (Delaware) LLC, its general partner
By:  

/s/ Marisa Beeney

  Name: Marisa Beeney
  Title: Authorized Signatory
BLACKSTONE CREDIT ABC FUND LP
By:   Blackstone Credit ABC Associates LLC, its general partner
By:  

/s/ Marisa Beeney

Name:   Marisa Beeney
Title:   Authorized Signatory


BLACKSTONE CREDIT BDC ADVISORS LLC, BLACKSTONE ALTERNATIVE CREDIT ADVISORS LP, BLACKSTONE CLO MANAGEMENT LLC (MANAGEMENT SERIES), BLACKSTONE IRELAND LIMITED, BLACKSTONE IRELAND FUND MANAGEMENT LIMITED, BLACKSTONE LIQUID CREDIT STRATEGIES LLC, BLACKSTONE LIQUID CREDIT ADVISORS II LLC, BLACKSTONE LIQUID CREDIT ADVISORS I LLC
By:  

/s/ Marisa Beeney

Name:   Marisa Beeney
Title:   Authorized Signatory
BLACKSTONE DIVERSIFIED ALTERNATIVES ASSET HOLDCO L.L.C.
By:   Blackstone Liquid Credit Advisors I LLC, its Investment Manager
By:  

/s/ Marisa Beeney

Name:   Marisa Beeney
Title:   Authorized Signatory
BLACKSTONE EUROPEAN PROPERTY INCOME FUND (MASTER) FCP
By:   Blackstone Europe Fund Management S.à r.l.
By:  

/s/ Heidi Kniesel

Name:   Heidi Kniesel
Title:   Manager
By:  

/s/ Christopher Placca

Name:   Christopher Placca
Title:   Manager
BLACKSTONE EUROPEAN PROPERTY INCOME FUND SICAV
By:  

/s/ Abhishek Agarwal

Name:   Abhishek Agarwal
Title:   Director
By:  

/s/ Diana Hoffman

Name:   Diana Hoffman
Title:   Director


BLACKSTONE EUROPEAN SENIOR DEBT FUND III LEVERED SCSP, BLACKSTONE EUROPEAN SENIOR DEBT FUND III SCSP
By:   Blackstone European Senior Debt Associates III GP S.À R.L.
By:  

/s/ Tony Whiteman

Name:   Tony Whiteman
Title:   Category A Manager
By:  

/s/ Gabor Bernath

Name:   Gabor Bernath
Title:   Category B Manager
BLACKSTONE GREEN PRIVATE CREDIT FUND III LP
By:   Blackstone Green Private Credit Associates III LP, its general partner
By:   Blackstone Green Private Credit Associates III (Delaware) LLC, its general partner
By:  

/s/ Marisa Beeney

Name:   Marisa Beeney
Title:   Authorized Signatory
BLACKSTONE GREEN PRIVATE CREDIT FUND III-E LP
By:   Blackstone Green Private Credit Associates III-E LP, its general partner
By:  

/s/ Marisa Beeney

Name:   Marisa Beeney
Title:   Authorized Signatory
BLACKSTONE HARRINGTON PARTNERS L.P.
Blackstone Harrington Associates L.L.C., its general partner
By:  

/s/ Robert Young

Name:   Robert Young
Title:   Managing Director and General Counsel
BLACKSTONE HOLDINGS FINANCE CO. L.L.C.
By:  

/s/ Victoria Portnoy

Name:   Victoria Portnoy
Title:   Managing Director - Assistant Secretary
BLACKSTONE TREASURY HOLDINGS III L.L.C.
By:  

/s/ Victoria Portnoy

Name:   Victoria Portnoy
Title:   Managing Director - Assistant Secretary


BLACKSTONE HOLDINGS I L.P.,

BLACKSTONE HOLDINGS II L.P.

By:   Blackstone Holdings I/II GP L.L.C., its general partner
By:  

/s/ Victoria Portnoy

Name:   Victoria Portnoy
Title:   Managing Director - Assistant Secretary

BLACKSTONE HOLDINGS III L.P.

By:   Blackstone Holdings III GP L.P., its general partner
By:   Blackstone Holdings III GP Management L.L.C., its general partner
By:  

/s/ Victoria Portnoy

Name:   Victoria Portnoy
Title:   Managing Director - Assistant Secretary
BLACKSTONE HOLDINGS IV L.P.
By:   Blackstone Holdings IV GP L.P., its general partner
By:   Blackstone Holdings IV GP Management (Delaware) L.P., its general partner
By:   Blackstone Holdings IV GP Management L.L.C., its general partner
By:  

/s/ Victoria Portnoy

Name:   Victoria Portnoy
Title:   Managing Director - Assistant Secretary


BLACKSTONE HPPI CLO FUND FCP-RAIF
By:   Blackstone Liquid Credit Advisors I LLC, as Investment Manager
By:  

/s/ Marisa Beeney

Name:   Marisa Beeney
Title:   Authorized Signatory
BLACKSTONE INFRASTRUCTURE ADVISORS L.L.C.
By:  

/s/ Michael Knauss

Name:   Michael Knauss
Title:   Managing Director & Chief Compliance Officer
BLACKSTONE INFRASTRUCTURE PARTNERS - P L.P., BLACKSTONE INFRASTRUCTURE PARTNERS - U L.P., BLACKSTONE INFRASTRUCTURE PARTNERS (SUPPLEMENTAL ACCOUNT II) L.P.
By:   Blackstone Infrastructure Associates Non-ECI L.P., its general partner
By:   BIA GP L.P., its general partner
By:   BIA GP L.L.C., its general partner
By:  

/s/ Michael Knauss

Name:   Michael Knauss
Title:   Managing Director & Chief Compliance Officer


BLACKSTONE INFRASTRUCTURE PARTNERS - V FEEDER L.P., BLACKSTONE INFRASTRUCTURE PARTNERS (SUPPLEMENTAL ACCOUNT I-A) L.P., BLACKSTONE INFRASTRUCTURE PARTNERS (SUPPLEMENTAL ACCOUNT K II) L.P.
By:   Blackstone Infrastructure Associates L.P., its general partner
By:   BIA GP L.P., its general partner
By:   BIA GP L.L.C., its general partner
By:  

/s/ Michael Knauss

Name:   Michael Knauss
Title:   Managing Director & Chief Compliance Officer
BLACKSTONE INFRASTRUCTURE PARTNERS EUROPE (CYM) L.P., BLACKSTONE INFRASTRUCTURE PARTNERS EUROPE F (CYM) L.P.
By:   Blackstone Infrastructure Associates Europe (CYM) L.P., its general partner
By:   Blackstone Infrastructure Associates Europe (DEL) L.L.C., its general partner
By:  

/s/ Michael Knauss

Name:   Michael Knauss
Title:   Managing Director & Chief Compliance Officer
BLACKSTONE INFRASTRUCTURE PARTNERS F.1 L.P., BLACKSTONE INFRASTRUCTURE PARTNERS F.2 L.P., BLACKSTONE INFRASTRUCTURE PARTNERS F.4 L.P., BLACKSTONE INFRASTRUCTURE PARTNERS L.P.
By:   Blackstone Infrastructure Associates NQ L.P., its general partner
By:   BIA GP NQ L.P., its general partner
By:   BIA GP NQ L.L.C., its general partner
By:  

/s/ Michael Knauss

Name:   Michael Knauss
Title:   Managing Director & Chief Compliance Officer


BLACKSTONE INFRASTRUCTURE PARTNERS F.3 (LUX) SCSP
By:   Blackstone Infrastructure Associates (Lux) S.à.r.l, its general partner
By:  

/s/ Michael Knauss

Name:   Michael Knauss
Title:   Managing Director & Chief Compliance Officer
BLACKSTONE INFRASTRUCTURE STRATEGIES L.P.
By:   Blackstone Infrastructure Strategies Associates L.P., its general partner
By:   BXISA L.L.C., its general partner
By:  

/s/ Gregory Blank

Name:   Gregory Blank
Title:   Senior Managing Director
BLACKSTONE ISG INVESTMENT PARTNERS - A L.P.
By:   Blackstone ISG Investment Partners - A Management Associates (Cayman) - NQ L.P., its general partner
By;   BISG - A GP - NQ L.L.C., its general partner
By:  

/s/ Robert Young

Name:   Robert Young
Title:   Manager, Managing Director and General Counsel
BLACKSTONE INFRASTRUCTURE PARTNERS EUROPE (LUX) SCSP
By:   Blackstone Infrastructure Associates Europe (LUX) S.À R.L., its general partner
By:  

/s/ Michael Knauss

Name:   Michael Knauss
Title:   Managing Director & Chief Compliance Officer


BLACKSTONE ISG INVESTMENT PARTNERS - R (BMU) L.P.
By:   Blackstone ISG Investment Associates - R (BMU) Ltd., its General Partner
By:  

/s/ Robert Young

Name:   Robert Young
Title:   Director
BLACKSTONE LIFE SCIENCES V (LUX) SCSP
By:   Blackstone Life Sciences Associates V (Lux) S.à r.l., its General Partner
By:  

/s/ Christopher Placca

Name:   Christopher Placca
Title:   Manager
By:  

/s/ John Sutherland

Name:   John Sutherland
Title:   Manager
BLACKSTONE LIFE SCIENCES V L.P.
By:   Blackstone Life Sciences Associates V L.P., its General Partner
By:   BXLS V L.L.C., its General Partner
By:  

/s/ Robert Liptak

Name:   Robert Liptak
Title:   Chief Operating Officer
BLACKSTONE LIFE SCIENCES VI (LUX) SCSP
By:   Blackstone Life Sciences VI (LUX) S.à r.l., its General Partner
By:  

/s/ Christopher Placca

Name:   Christopher Placca
Title:   Manager
By:  

/s/ John Sutherland

Name:   John Sutherland
Title:   Manager


BLACKSTONE LIFE SCIENCES VI L.P.
By: Blackstone Life Sciences Associates VI L.P., its General Partner
By: BXLS VI L.L.C., its General Partner
By:  

/s/ Christopher Striano

  Name: Christopher Striano
  Title: Chief Financial Officer
BLACKSTONE LIFE SCIENCES YIELD L.P., BLACKSTONE LIFE SCIENCES YIELD NT (CYM) FEEDER L.L.C., BLACKSTONE LIFE SCIENCES YIELD T (CYM) FEEDER L.P.
By: Blackstone Life Sciences Yield Associates L.P., its General Partner
By: Blackstone Life Sciences Advisors L.L.C. on behalf of BXLS Yield L.L.C., the General Partner of Blackstone Life Sciences Yield Associates L.P.
By:  

/s/ Robert Liptak

  Name: Robert Liptak
  Title: Chief Operating Officer
BLACKSTONE MORTGAGE TRUST, INC.
By:  

/s/ Scott Mathias

  Name: Scott Mathias
  Title: Chief Compliance Officer and Secretary
BLACKSTONE MULTI-ASSET CREDIT FUND (DELAWARE) LP
By: Blackstone Multi-Asset Credit Associates LLC, its general partner
By:  

/s/ Marisa Beeney

  Name: Marisa Beeney
  Title: Authorized Signatory
BLACKSTONE PRIVATE CREDIT STRATEGIES LLC
Blackstone Private Credit Strategies LLC
By:  

/s/ Marisa Beeney

  Name: Marisa Beeney
  Title: Authorized Signatory
BLACKSTONE PRIVATE EQUITY STRATEGIES FUND L.P.
By: Blackstone Private Equity Strategies Associates L.P., its general partner
By: BXPEA L.L.C., its general partner
By:  

/s/ Christopher James

  Name: Christopher James
  Title: Senior Managing Director
BLACKSTONE PRIVATE EQUITY STRATEGIES FUND SICAV
By: Blackstone Private Investments Advisors L.L.C., in its capacity as investment manager
By:  

/s/ Christopher James

  Name: Christopher James
  Title: Authorized Signatory


BLACKSTONE REAL ESTATE DEBT STRATEGIES V L.P.
By: Blackstone Real Estate Debt Strategies Associates V L.P., its general partner
By: BREDS V GP L.L.C., its general partner
By:  

/s/ Scott Mathias

  Name: Scott Mathias
  Title: Authorized Signatory
BLACKSTONE REAL ESTATE INCOME TRUST, INC.
By:  

/s/ Leon Volchyok

Name:   Leon Volchyok
Title:   Chief Legal Officer and Secretary

 

BLACKSTONE REAL ESTATE DEBT STRATEGIES HIGH-GRADE L.P.
By: Blackstone Real Estate Debt Strategies Associates High Grade L.P., its general partner
By: BREDS High Grade GP L.L.C., its general partner
By:  

/s/ Scott Mathias

  Name: Scott Mathias
  Title: Authorized Signatory
BLACKSTONE REAL ESTATE DEBT STRATEGIES IV L.P.
By: Blackstone Real Estate Debt Strategies Associates IV L.P., its general partner
By: BREDS IV GP L.L.C., its general partner
By:  

/s/ Scott Mathias

  Name: Scott Mathias
  Title: Authorized Signatory
BLACKSTONE REAL ESTATE DEBT STRATEGIES IV (LUX) SCSP
By: Blackstone Real Estate Debt Strategies Associates IV (LUX) S.à r.l.
By:  

/s/ Jean-Francois Bossy

  Name: Jean-Francois Bossy
  Title: Manager
By:  

/s/ Diana Hoffman

  Name: Diana Hoffman
  Title: Manager


BLACKSTONE REAL ESTATE DEBT STRATEGIES V (LUX) SCSP
By: Blackstone Real Estate Debt Strategies Associates V (LUX) S.à r.l.
By:  

/s/ Jean-Francois Bossy

  Name: Jean-Francois Bossy
  Title: Manager
By:  

/s/ Diana Hoffman

  Name: Diana Hoffman
  Title: Manager
BLACKSTONE REAL ESTATE SPECIAL SITUATIONS ADVISORS L.L.C.
By: Blackstone Holdings I/II GP L.L.C., its general partner
By:   /s/ Scott Mathias
  Name: Scott Mathias
  Title: Authorized Signatory

 

BLACKSTONE SECURED TRUST LTD
By: Blackstone Liquid Credit Strategies LLC, its Investment Manager
By:  

/s/ Marisa Beeney

  Name: Marisa Beeney
  Title: Authorized Person
BLACKSTONE SECURITIES PARTNERS L.P.
By:  

/s/ Evan Clandorf

  Name: Evan Clandorf
  Title: Authorized Signatory
BLACKSTONE SENIOR FLOATING RATE OPPORTUNITY FUND LP
By: GSO SFRO Associates LLC, its general partner
By:  

/s/ Marisa Beeney

  Name: Marisa Beeney
  Title: Authorized Signatory


BLACKSTONE STRATEGIC OPPORTUNITY INTERMEDIATE (E) FUND L.P., BLACKSTONE STRATEGIC OPPORTUNITY OFFSHORE (E) FUND LTD., BLACKSTONE STRATEGIC OPPORTUNITY OFFSHORE FUND LTD.
By: Blackstone Alternative Solutions L.L.C., its investment manager
By:  

/s/ Jack Pitts

  Name: Jack Pitts
  Title: Authorized Representative

 

BLACKSTONE STRATEGIC OPPORTUNITY INTERMEDIATE FUND L.P., BSOF MASTER FUND II L.P., BSOF MASTER FUND L.P., BSOF PARALLEL MASTER FUND L.P., MAUNA LOA CAPITAL FUND LP, STONE OAK FUND L.P.
By: Blackstone Strategic Opportunity Associates L.L.C., its general partner
By:  

/s/ Jack Pitts

  Name: Jack Pitts
  Title: Authorized Representative
BLACKSTONE TACTICAL OPPORTUNITIES FUND IV - LUX SCSP
By: Blackstone Tactical Opportunities Associates IV (Lux) GP S.à.r.l., its general partner
By:  

/s/ Omar Rehman

  Name: Omar Rehman
  Title: Authorized Signatory
By:  

/s/ Christopher Placca

  Name: Christopher Placca
  Title: Authorized Signatory
BLACKSTONE TACTICAL OPPORTUNITIES FUND IV L.P.
By: Blackstone Tactical Opportunities Associates IV L.P., its general partner
By: BTO DE GP - NQ L.L.C., its general partner
By:  

/s/ Christopher J. James

  Name: Christopher J. James
  Title: Authorized Signatory


BLACKSTONE TECHNOLOGY SENIOR DIRECT LENDING FUND LP
By: Blackstone Technology Direct Lending Associates LP, its general partner
By: Blackstone Technology Senior Direct Lending Associates (Delaware) LLC, its general partner
By:  

/s/ Marisa Beeney

  Name: Marisa Beeney
  Title: Authorized Signatory
BLACKSTONE TREASURY HOLDINGS II LLC
By:  

/s/ Victoria Portnoy

  Name: Victoria Portnoy
  Title: Managing Director - Assistant Secretary
BOYCE PARK CLO, LTD.
By: Blackstone CLO Management LLC, its collateral manager
By:  

/s/ Marisa Beeney

  Name: Marisa Beeney
  Title: Authorized Signatory
BREIT OPERATING PARTNERSHIP L.P.
By: Blackstone Real Estate Income Trust, Inc., its general partner
By:  

/s/ Leon Volchyok

  Name: Leon Volchyok
  Title: Chief Legal Officer and Secretary
BX REIT ADVISORS L.L.C.
By:  

/s/ Scott Mathias

  Name: Scott Mathias
  Title: Managing Director and Chief Compliance Officer


BXC ARMADILLO CO-INVESTMENT FUND-D LP
By: BXC Armadillo Co-Investment Fund-D GP LLC, its general partner
By:   /s/ Marisa Beeney
  Name: Marisa Beeney
  Title: Authorized Signatory
BXC AZUL SUPER TOPCO LP
By: BXC Azul Associates LLC, its General Partner
By:   /s/ Marisa Beeney
  Name: Marisa Beeney
  Title: Authorized Signatory
BXC BGREEN III PARALLEL CO-INVEST FUND SE II LP
By: Blackstone Green Private Credit Associates III LP, its general partner
By: Blackstone Green Private Credit Associates III (Delaware) LLC, its general partner
By: GSO Holdings I L.L.C., its managing member
By:   /s/ Marisa Beeney
  Name: Marisa Beeney
  Title: Authorized Signatory
BXC JADE SUPER TOPCO LP
By: BXC Jade Associates LLC, its General Partner
By:   /s/ Marisa Beeney
  Name: Marisa Beeney
  Title: Authorized Signatory
BXMT ADVISORS L.L.C.
By:   /s/ Scott Mathias
  Name: Scott Mathias
  Title: Authorized Signatory


CABINTEELY PARK CLO DAC, CARYSFORT PARK CLO DAC, CASTLE PARK CLO DESIGNATED ACTIVITY COMPANY, CLARINDA PARK CLO DESIGNATED ACTIVITY COMPANY, CROSTHWAITE PARK CLO DESIGNATED ACTIVITY COMPANY, DARTRY PARK CLO DESIGNATED ACTIVITY COMPANY, DEER PARK CLO DAC, DILLON’S PARK CLO DAC, DUNEDIN PARK CLO DESIGNATED ACTIVITY COMPANY, ELM PARK CLO DESIGNATED ACTIVITY COMPANY, GRIFFITH PARK CLO DESIGNATED ACTIVITY COMPANY, HOLLAND PARK CLO DESIGNATED ACTIVITY COMPANY, MARINO PARK CLO DAC, MARLAY PARK CLO DESIGNATED ACTIVITY COMPANY, MILLTOWN PARK CLO DESIGNATED ACTIVITY COMPANY, ORWELL PARK CLO DESIGNATED ACTIVITY COMPANY, OTRANTO PARK CLO DAC, PALMERSTON PARK CLO DESIGNATED ACTIVITY COMPANY, PHOENIX PARK CLO DESIGNATED ACTIVITY COMPANY, RICHMOND PARK CLO DESIGNATED ACTIVITY COMPANY, ROCKFIELD PARK CLO DAC, SEAPOINT PARK CLO DESIGNATED ACTIVITY COMPANY, SORRENTO PARK CLO DESIGNATED ACTIVITY COMPANY, SUTTON PARK CLO DESIGNATED ACTIVITY COMPANY, TYMON PARK CLO DESIGNATED ACTIVITY COMPANY, VESEY PARK CLO DAC, WILLOW PARK CLO DESIGNATED ACTIVITY COMPANY
By: Blackstone Ireland Limited, as Collateral Manager
By:   /s/ Marisa Beeney
  Name: Marisa Beeney
  Title: Authorized Signatory


CLARUS DE II, L.P., CLARUS DEFINED EXIT I, L.P.
By: Clarus Ventures DE GP, L.P.
By: Blackstone Clarus DE, L.L.C., its general partner
By:   /s/ Robert Liptak
  Name: Robert Liptak
  Title: Chief Operating Officer
CLARUS IV-A, L.P., CLARUS IV-B, L.P., CLARUS IV-C, L.P., CLARUS IV-D, L.P.
By: Clarus IV GP, L.P.
By: Clarus IV L.L.C., its general partner
By:   /s/ Robert Liptak
  Name: Robert Liptak
  Title: Chief Operating Officer
CLARUS VENTURES, LLC
By: Catalyst Fund Holdco L.P.
By: Blackstone Vatalyst Holdco, L.L.C., its general partner
By: Blackstone Intermediary Holdco, L.L.C., its sole member
By: Blackstone Securities Partners L.P., its sole member
By: Blackstone Advisory Services L.L.C., its general partner
By: Blackstone Holdings I L.P., its sole member
By: Blackstone Holdings I/II GP L.L.C. (f/k/a Blackstone Holdings I/II Inc.), its general partner
By:   /s/ Robert Liptak
  Name: Robert Liptak
  Title: Chief Operating Officer
EMERALD DIRECT LENDING 1 LP, EMERALD DIRECT LENDING 2 LP
By: Blackstone Credit BDC Advisors LLC, as administrator
By:   /s/ Marisa Beeney
  Name: Marisa Beeney
  Title: Authorized Signatory


FLEET STREET AUTO 2020 LP
By: GSO Holdings I L.L.C., its General Partner
By:   /s/ Marisa Beeney
  Name: Marisa Beeney
  Title: Authorized Signatory
G QCM SCSP
By: G QCM GP S.À R.L., its general partner
By:   /s/ Tony Whiteman
  Name: Tony Whiteman
  Title: Category A Manager
By:   /s/ Gabor Bernath
  Name: Gabor Bernath
  Title: Category B Manager
GN LOAN FUND LP
By: Blackstone Alternative Credit Advisors LP, its Investment Manager
By:   /s/ Marisa Beeney
  Name: Marisa Beeney
  Title: Authorized Signatory
GSO AIGUILLE DES GRANDS MONTETS FUND I LP, GSO AIGUILLE DES GRANDS MONTETS FUND II LP, GSO AIGUILLE DES GRANDS MONTETS FUND III LP
By: Blackstone Alternative Credit Advisors LP, as attorney-in-fact
By:   /s/ Marisa Beeney
  Name: Marisa Beeney
  Title: Authorized Signatory


GSO BARRE DES ECRINS FUND I SCSP, GSO BARRE DES ECRINS FUND II SCSP
By: GSO Barre Des Ecrins Associates GP S.À R.L., its general partner
By:  

/s/ Tony Whiteman

  Name: Tony Whiteman
  Title: Authorized Signatory
By:  

/s/ Clodagh Brennan

  Name: Clodagh Brennan
  Title: Authorized Signatory
GSO BARRE DES ECRINS MASTER FUND SCSP
By: Blackstone Alternative Credit Advisors LP, its Investment Adviser
By:  

/s/ Marisa Beeney

  Name: Marisa Beeney
  Title: Authorized Signatory
GSO CAPITAL OPPORTUNITIES FUND III LP
By: GSO Capital Opportunities Associates III LLC, its general partner
By:  

/s/ Marisa Beeney

  Name: Marisa Beeney
  Title: Authorized Signatory
GSO CAPITAL SOLUTIONS FUND II LP
By: GSO Capital Solutions Associates II LP, as its general partner
By: GSO Capital Solutions Associates II (Delaware) LLC, as its general partner
By:  

/s/ Marisa Beeney

  Name: Marisa Beeney
  Title: Authorized Signatory


GSO CAPITAL SOLUTIONS FUND III EEA SCSP
By: GSO Capital Solutions Associates III (EEA) GP S.À R.L
By:  

/s/ Tony Whiteman

  Name: Tony Whiteman
  Title: Category A Manager
By:  

/s/ Gabor Bernath

  Name: Gabor Bernath
  Title: Category B Manager
GSO CAPITAL SOLUTIONS FUND III LP
By: GSO Capital Solutions Associates III LP, as its general partner
By: GSO Capital Solutions Associates III (Delaware) LLC, as its general partner
By:  

/s/ Marisa Beeney

  Name: Marisa Beeney
  Title: Authorized Signatory
GSO CHURCHILL PARTNERS II LP
By: GSO Churchill Associates II LLC, its general partner
By:  

/s/ Marisa Beeney

  Name: Marisa Beeney
  Title: Authorized Signatory
GSO CHURCHILL PARTNERS LP
By: GSO Churchill Associates LLC, its general partner
By:  

/s/ Marisa Beeney

  Name: Marisa Beeney
  Title: Authorized Signatory


GSO COF III CO-INVESTMENT FUND LP
By: GSO COF III Co-Investment Associates LLC, its general partner
By:  

/s/ Marisa Beeney

  Name: Marisa Beeney
  Title: Authorized Signatory
GSO CO-INVESTMENT FUND-D L.P.
By: GSO Co-Investment Fund-D Associates LLC, its general partner
By:  

/s/ Marisa Beeney

  Name: Marisa Beeney
  Title: Authorized Signatory
GSO CREDIT ALPHA DIVERSIFIED ALTERNATIVES LP
By: GSO Credit Alpha Diversified Alternatives Associates LLC, its general partner
By: GSO Credit Alpha Associates II (Cayman) Ltd., its general partner
By:  

/s/ Marisa Beeney

  Name: Marisa Beeney
  Title: Authorized Signatory
GSO CREDIT ALPHA FUND II LP
By: GSO Credit Alpha Associates II LP, its general partner
By: GSO Credit Alpha Associates II (Delaware) LLC, its general partner
By:  

/s/ Marisa Beeney

  Name: Marisa Beeney
  Title: Authorized Signatory


GSO CREDIT ALPHA FUND LP, GSO CREDIT-A PARTNERS L.P. GSO PALMETTO OPPORTUNISTIC INVESTMENT PARTNERS LP, GSO SPECIAL SITUATIONS MASTER FUND LP
By: Blackstone Alternative Credit Advisors LP, as Investment Manager
By:  

/s/ Marisa Beeney

  Name: Marisa Beeney
  Title: Authorized Signatory
GSO CSF III CO-INVESTMENT FUND LP
By: GSO CSF III Co-Investment Associates LP, its general partner
By: GSO CSF III Co-Investment Associates (Delaware) LLC, its managing member
By:  

/s/ Marisa Beeney

  Name: Marisa Beeney
  Title: Authorized Person
GSO ENERGY PARTNERS-A LP
By: GSO Energy Partners-A Associates LLC, its general partner
By:  

/s/ Marisa Beeney

  Name: Marisa Beeney
  Title: Authorized Signatory
GSO ENERGY PARTNERS-B LP
By: GSO Energy Partners-B Associates LLC, its general partner
By:  

/s/ Marisa Beeney

  Name: Marisa Beeney
  Title: Authorized Signatory


GSO ENERGY PARTNERS-C II LP
By: GSO Energy Partners-C Associates II LLC, its general partner
By:  

/s/ Marisa Beeney

  Name: Marisa Beeney
  Title: Authorized Signatory
GSO ENERGY PARTNERS-C LP
By: GSO Energy Partners-C Associates LLC, its general partner
By:  

/s/ Marisa Beeney

  Name: Marisa Beeney
  Title: Authorized Signatory
GSO ENERGY PARTNERS-D LP
By: GSO Energy Partners-D Associates LLC, its general partner
By:  

/s/ Marisa Beeney

  Name: Marisa Beeney
  Title: Authorized Signatory
GSO ENERGY PARTNERS-E LP, GSO ENERGY SELECT OPPORTUNITIES FUND LP
By: GSO Energy Partners E-Associates LLC, as its general partner
By:  

/s/ Marisa Beeney

  Name: Marisa Beeney
  Title: Authorized Signatory


GSO ENERGY SELECT OPPORTUNITIES FUND II LP
By: GSO Energy Select Opportunities Associates II LP, its general partner
By: GSO Energy Select Opportunities Associates II (Delaware) LLC, its general partner
By:  

/s/ Marisa Beeney

  Name: Marisa Beeney
  Title: Authorized Signatory
GSO EUROPEAN SENIOR DEBT FUND II LP
By: GSO European Senior Debt Associates II LP, its general partner
By: GSO European Senior Debt Associates II (Delaware) LLC, its managing member
By:  

/s/ Marisa Beeney

  Name: Marisa Beeney
  Title: Authorized Signatory
GSO EUROPEAN SENIOR DEBT FUND LP
By: GSO European Senior Debt Associates LLC, its general partner
By:  

/s/ Marisa Beeney

  Name: Marisa Beeney
  Title: Authorized Signatory
GSO HARRINGTON CREDIT ALPHA FUND L.P.
By: GSO Harrington Credit Alpha Associates L.L.C., its general partner
By:  

/s/ Marisa Beeney

  Name: Marisa Beeney
  Title: Authorized Signatory


GSO JASMINE PARTNERS LP
By: GSO Jasmine Associates LLC, its general partner
By:  

/s/ Marisa Beeney

  Name: Marisa Beeney
  Title: Authorized Signatory
GSO ORCHID FUND LP
By: GSO Orchid Associates LLC, its general partner
By:  

/s/ Marisa Beeney

  Name: Marisa Beeney
  Title: Authorized Signatory
GSO PALMETTO STRATEGIC PARTNERSHIP, L.P.
By: GSO Palmetto Capital Associates LLC, its general partner
By:  

/s/ Marisa Beeney

  Name: Marisa Beeney
  Title: Authorized Signatory
GSO RP HOLDINGS LP
By: GSO RP Associates LLC, its general partner
By:  

/s/ Marisa Beeney

  Name: Marisa Beeney
  Title: Authorized Signatory
GSO SJ PARTNERS LP
By: GSO SJ Partners Associates LLC, its general partner
By:  

/s/ Marisa Beeney

  Name: Marisa Beeney
  Title: Authorized Signatory


KING’S PARK CLO, LTD.
By: Blackstone Liquid Credit Strategies LLC, its collateral manager
By:  

/s/ Marisa Beeney

  Name: Marisa Beeney
  Title: Authorized Signatory
MAGMA FINCO 16, LLC

By: Molten Partners, LLC, its Managing Member

By: Blackstone Mortgage Trust, Inc., its Managing Member

By:  

/s/ Scott Mathias

  Name: Scott Mathias
  Title: Chief Compliance Officer and Secretary
MOLTEN PARTNERS, LLC
By: Blackstone Mortgage Trust, Inc., its Managing Member
By:  

/s/ Scott Mathias

  Name: Scott Mathias
  Title: Chief Compliance Officer and Secretary


VERIFICATION

The undersigned states that he or she has duly executed the attached application dated as of March 14, 2025 for and on behalf of each entity listed below; that he is the authorized person of each such entity; and that all action by officers, directors, and other bodies necessary to authorize the undersigned to execute and file such instrument has been taken. The undersigned further states that he or she is familiar with such instrument, and the contents thereof, and that the facts therein set forth are true to the best of his or her knowledge, information and belief.

 

45


BLACKSTONE PRIVATE CREDIT FUND,

BLACKSTONE SECURED LENDING FUND

By:   Blackstone Private Credit Strategies LLC, as Investment Advisor
By:   Blackstone Credit BDC Advisors LLC, as Sub-Investment Advisor
By:  

/s/ Marisa Beeney

Name:   Marisa Beeney
Title:   Authorized Signatory
BLACKSTONE PRIVATE MULTI-ASSET CREDIT AND INCOME FUND
By:  

/s/ Heather von Zuben

Name:   Heather von Zuben
Title:   Chief Executive Officer
BLACKSTONE LONG-SHORT CREDIT INCOME FUND, BLACKSTONE SENIOR FLOATING RATE 2027 TERM FUND, BLACKSTONE STRATEGIC CREDIT 2027 TERM FUND
By:   Blackstone Liquid Credit Strategies LLC, its Investment Adviser
By:  

/s/ Marisa Beeney

Name:   Marisa Beeney
Title:   Authorized Signatory
BLACKSTONE ALTERNATIVE MULTI-STRATEGY FUND, BLACKSTONE ALTERNATIVE MULTI-STRATEGY SUB FUND II LTD, BLACKSTONE ALTERNATIVE MULTI-STRATEGY SUB FUND III L.L.C., BLACKSTONE ALTERNATIVE MULTI-STRATEGY SUB FUND IV L.L.C.
By:  

/s/ Stephen D. Adams

Name:   Stephen D. Adams
Title:   Chief Legal Officer


BLACKSTONE PRIVATE REAL ESTATE CREDIT FUND
By:  

/s/ Leon Volchyok

Name:   Leon Volchyok
Title:   Authorized Signatory

 

ALLEGANY PARK CLO, LTD., BEECHWOOD PARK CLO, CAYUGA PARK CLO, LTD., HARRIMAN PARK CLO, LTD., PEACE PARK CLO, LTD., POINT AU ROCHE PARK CLO, LTD., SOUTHWICK PARK CLO, LTD., TALLMAN PARK CLO, LTD., WHETSTONE PARK CLO, LTD.
By:   Blackstone CLO Management LLC, as Collateral Manager
By:   Blackstone Liquid Credit Strategies LLC, its Managing Member
By:  

/s/ Marisa Beeney

Name:   Marisa Beeney
Title:   Authorized Signatory


BASSWOOD PARK CLO, LTD., BETHPAGE PARK CLO, LTD., BOWMAN PARK CLO, LTD., BRISTOL PARK CLO, LTD., BUCKHORN PARK CLO, LTD., BURNHAM PARK CLO, LTD., BUTTERMILK PARK CLO, LTD., CATSKILL PARK CLO, LTD., CHENANGO PARK CLO, LTD., CIRRUS FUNDING 2018-1, LTD., COLE PARK CLO LIMITED, COOK PARK CLO, LTD., CUMBERLAND PARK CLO, LTD., DEWOLF PARK CLO, LTD., FILLMORE PARK CLO, LTD., GILBERT PARK CLO, LTD., GREENWOOD PARK CLO, LTD., GRIPPEN PARK CLO, LTD., HARBOR PARK CLO, LTD., LONG POINT PARK CLO, LTD., MYERS PARK CLO, LTD., NIAGARA PARK CLO, LTD., NYACK PARK CLO, LTD., REESE PARK CLO, LTD., ROCKLAND PARK CLO, LTD., STEWART PARK CLO, LTD., THACHER PARK CLO, LTD., THAYER PARK CLO, LTD., THOMPSON PARK CLO, LTD., WEBSTER PARK CLO, LTD., WELLMAN PARK CLO, LTD.
By:   Blackstone Liquid Credit Strategies LLC, as Collateral Manager
By:  

/s/ Marisa Beeney

Name:   Marisa Beeney
Title:   Authorized Signatory
BCRED DENALI PEAK FUNDING LLC, BCRED TWIN PEAKS LLC
By:   Blackstone Private Credit Fund, its sole member
By:  

/s/ Oran Ebel

Name:   Oran Ebel
Title:   Chief Legal Officer & Secretary
BLACKSTONE / GSO GLOBAL DYNAMIC CREDIT MASTER FUND, BLACKSTONE EUROPEAN SENIOR LOAN FUND, BLACKSTONE US LOAN MASTER FUND
By:   Blackstone Ireland Fund Management Limited, its Investment Manager
By:  

/s/ Marisa Beeney

Name:   Marisa Beeney
Title:   Authorized Signatory


BLACKSTONE ALTERNATIVE INVESTMENT ADVISORS LLC
By:  

/s/ Kevin Michel

Name:   Kevin Michel
Title:   Authorized Signatory
BLACKSTONE ALTERNATIVE INVESTMENT FUNDS
BLACKSTONE ALTERNATIVE INVESTMENT FUNDS, on behalf of its sole series BLACKSTONE ALTERNATIVE MULTI-STRATEGY FUND
By:   Blackstone Alternative Investment Advisors LLC, its investment adviser
By:  

/s/ Kevin Michel

Name:   Kevin Michel
Title:   Authorized Signatory
BLACKSTONE BIG SKY FUND L.P., BLACKSTONE SPIRE FUND L.P., BLACKSTONE STRATEGIC OPPORTUNITY FUND L.P.
By:   Blackstone Strategic Opportunity Associates L.L.C., its general partner
By:  

/s/ Jack Pitts

Name:   Jack Pitts
Title:   Authorized Representative


BLACKSTONE CAPITAL OPPORTUNITIES FUND IV LP
By   GSO Capital Opportunities Associates IV LP, its general partner
By:  

/s/ Marisa Beeney

Name:   Marisa Beeney
Title:   Authorized Signatory
BLACKSTONE CAPITAL OPPORTUNITIES FUND V LP
By:   Blackstone Capital Opportunities Associates V LP, its general partner
By:   Blackstone Capital Opportunities Associates V (Delaware) LLC, its general partner
By:  

/s/ Marisa Beeney

Name:   Marisa Beeney
Title:   Authorized Signatory
BLACKSTONE CMBS FUND – G L.P.
By:   Blackstone Real Estate CMBS Associates - G L.P., its general partner
By:  

/s/ Scott Mathias

Name:   Scott Mathias
Title:   Authorized Signatory
BLACKSTONE CMBS FUND – NON-IG L.P.
By:   Blackstone Real Estate CMBS Associates Non-IG L.P., its general partner
By:  

/s/ Scott Mathias

Name:   Scott Mathias
Title:   Authorized Signatory
BLACKSTONE COF IV CO-INVESTMENT FUND LP
By:   GSO COF IV Co-Investment Associates LLC, its general partner
By:  

/s/ Marisa Beeney

Name:   Marisa Beeney
Title:   Authorized Signatory
BLACKSTONE COF V CO-INVESTMENT FUND LP
By:   Blackstone Capital Opportunities Associates V LP, its sole member
By:   Blackstone Capital Opportunities Associates V (Delaware) LLC, its general partner
By:  

/s/ Marisa Beeney

Name:   Marisa Beeney
Title:   Authorized Signatory
BLACKSTONE CREDIT ABC FUND LP
By:   Blackstone Credit ABC Associates LLC, its general partner
By:  

/s/ Marisa Beeney

Name:   Marisa Beeney
Title:   Authorized Signatory


BLACKSTONE CREDIT BDC ADVISORS LLC, BLACKSTONE ALTERNATIVE CREDIT ADVISORS LP, BLACKSTONE CLO MANAGEMENT LLC (MANAGEMENT SERIES), BLACKSTONE IRELAND LIMITED, BLACKSTONE IRELAND FUND MANAGEMENT LIMITED, BLACKSTONE LIQUID CREDIT STRATEGIES LLC, BLACKSTONE LIQUID CREDIT ADVISORS II LLC, BLACKSTONE LIQUID CREDIT ADVISORS I LLC
By:  

/s/ Marisa Beeney

Name:   Marisa Beeney
Title:   Authorized Signatory
BLACKSTONE DIVERSIFIED ALTERNATIVES ASSET HOLDCO L.L.C.
By:   Blackstone Liquid Credit Advisors I LLC, its Investment Manager
By:  

/s/ Marisa Beeney

Name:   Marisa Beeney
Title:   Authorized Signatory
BLACKSTONE EUROPEAN PROPERTY INCOME FUND (MASTER) FCP
By:   Blackstone Europe Fund Management S.à r.l.
By:  

/s/ Heidi Kniesel

Name:   Heidi Kniesel
Title:   Manager
By:  

/s/ Christopher Placca

Name:   Christopher Placca
Title:   Manager
BLACKSTONE EUROPEAN PROPERTY INCOME FUND SICAV
By:  

/s/ Abhishek Agarwal

Name:   Abhishek Agarwal
Title:   Director
By:  

/s/ Diana Hoffman

Name:  

Diana Hoffman

Title:   Director


BLACKSTONE EUROPEAN SENIOR DEBT FUND III LEVERED SCSP, BLACKSTONE EUROPEAN SENIOR DEBT FUND III SCSP
By:   Blackstone European Senior Debt Associates III GP S.À R.L.
By:  

/s/ Tony Whiteman

Name:   Tony Whiteman
Title:   Category A Manager
By:  

/s/ Gabor Bernath

Name:   Gabor Bernath
Title:   Category B Manager
BLACKSTONE GREEN PRIVATE CREDIT FUND III LP
By:   Blackstone Green Private Credit Associates III LP, its general partner
By:   Blackstone Green Private Credit Associates III (Delaware) LLC, its general partner
By:  

/s/ Marisa Beeney

Name:   Marisa Beeney
Title:   Authorized Signatory
BLACKSTONE GREEN PRIVATE CREDIT FUND III-E LP
By:   Blackstone Green Private Credit Associates III-E LLC, its general partner
By:  

/s/ Marisa Beeney

Name:   Marisa Beeney
Title:   Authorized Signatory
BLACKSTONE HARRINGTON PARTNERS L.P.
Blackstone Harrington Associates L.L.C., its general partner
By:  

/s/ Robert Young

Name:   Robert Young
Title:   Managing Director and General Counsel
BLACKSTONE HOLDINGS FINANCE CO. L.L.C.
By:  

/s/ Victoria Portnoy

Name:   Victoria Portnoy
Title:   Managing Director - Assistant Secretary
BLACKSTONE TREASURY HOLDINGS III L.L.C.
By:  

/s/ Victoria Portnoy

Name:   Victoria Portnoy
Title:   Managing Director - Assistant Secretary


BLACKSTONE HOLDINGS I L.P.,

BLACKSTONE HOLDINGS II L.P.

By:   Blackstone Holdings I/II GP L.L.C., its general partner
By:  

/s/ Victoria Portnoy

Name:   Victoria Portnoy
Title:  

Managing Director - Assistant Secretary

BLACKSTONE HOLDINGS III L.P.
By:   Blackstone Holdings III GP L.P., its general partner
By:   Blackstone Holdings III GP Management L.L.C., its general partner
By:  

/s/ Victoria Portnoy

Name:   Victoria Portnoy
Title:   Managing Director - Assistant Secretary
BLACKSTONE HOLDINGS IV L.P.
By:   Blackstone Holdings IV GP L.P., its general partner
By:   Blackstone Holdings IV GP Management (Delaware) L.P., its general partner
By:   Blackstone Holdings IV GP Management L.L.C., its general partner
By:  

/s/ Victoria Portnoy

Name:   Victoria Portnoy
Title:   Managing Director - Assistant Secretary


BLACKSTONE HPPI CLO FUND FCP-RAIF
By:   Blackstone Liquid Credit Advisors I LLC, as Investment Manager
By:  

/s/ Marisa Beeney

Name:   Marisa Beeney
Title:   Authorized Signatory
BLACKSTONE INFRASTRUCTURE ADVISORS L.L.C.
By:  

/s/ Michael Knauss

Name:   Michael Knauss
Title:   Managing Director & Chief Compliance Officer
BLACKSTONE INFRASTRUCTURE PARTNERS - P L.P., BLACKSTONE INFRASTRUCTURE PARTNERS - U L.P., BLACKSTONE INFRASTRUCTURE PARTNERS (SUPPLEMENTAL ACCOUNT II) L.P.
By:   Blackstone Infrastructure Associates Non-ECI L.P., its general partner
By:   BIA GP L.P., its general partner
By:   BIA GP L.L.C., its general partner
By:  

/s/ Michael Knauss

Name:   Michael Knauss
Title:   Managing Director & Chief Compliance Officer


BLACKSTONE INFRASTRUCTURE PARTNERS - V FEEDER L.P., BLACKSTONE INFRASTRUCTURE PARTNERS (SUPPLEMENTAL ACCOUNT I-A) L.P., BLACKSTONE INFRASTRUCTURE PARTNERS (SUPPLEMENTAL ACCOUNT K II) L.P.
By:   Blackstone Infrastructure Associates L.P., its general partner
By:   BIA GP L.P., its general partner
By:   BIA GP L.L.C., its general partner
By:  

/s/ Michael Knauss

Name:   Michael Knauss
Title:   Managing Director & Chief Compliance Officer
BLACKSTONE INFRASTRUCTURE PARTNERS EUROPE (CYM) L.P., BLACKSTONE INFRASTRUCTURE PARTNERS EUROPE F (CYM) L.P.
By:   Blackstone Infrastructure Associates Europe (CYM) L.P., its general partner
By:   Blackstone Infrastructure Associates Europe (DEL) L.L.C., its general partner
By:  

/s/ Michael Knauss

Name:   Michael Knauss
Title:   Managing Director & Chief Compliance Officer
BLACKSTONE INFRASTRUCTURE PARTNERS F.1 L.P., BLACKSTONE INFRASTRUCTURE PARTNERS F.2 L.P., BLACKSTONE INFRASTRUCTURE PARTNERS F.4 L.P., BLACKSTONE INFRASTRUCTURE PARTNERS L.P.
By:   Blackstone Infrastructure Associates NQ L.P., its general partner
By:   BIA GP NQ L.P., its general partner
By:   BIA GP NQ L.L.C., its general partner
By:  

/s/ Michael Knauss

Name:   Michael Knauss
Title:   Managing Director & Chief Compliance Officer


BLACKSTONE INFRASTRUCTURE PARTNERS F.3 (LUX) SCSP
By:   Blackstone Infrastructure Associates (Lux) S.à.r.l, its general partner
By:  

/s/ Michael Knauss

Name:   Michael Knauss
Title:   Managing Director & Chief Compliance Officer
BLACKSTONE INFRASTRUCTURE STRATEGIES L.P.
By:   Blackstone Infrastructure Strategies Associates L.P., its general partner
By:   BXISA L.L.C., its general partner
By:  

/s/ Gregory Blank

Name:   Gregory Blank
Title:   Senior Managing Director
BLACKSTONE ISG INVESTMENT PARTNERS - A L.P.
By:   Blackstone ISG Investment Partners - A Management Associates (Cayman) - NQ L.P., its general partner
By;   BISG - A GP - NQ L.L.C., its general partner
By:  

/s/ Robert Young

Name:   Robert Young
Title:   Manager, Managing Director and General Counsel
BLACKSTONE INFRASTRUCTURE PARTNERS EUROPE (LUX) SCSP
By:   Blackstone Infrastructure Associates Europe (LUX) S.À R.L., its general partner
By:  

/s/ Michael Knauss

Name:   Michael Knauss
Title:   Managing Director & Chief Compliance Officer


BLACKSTONE ISG INVESTMENT PARTNERS - R (BMU) L.P.
By:   Blackstone ISG Investment Associates - R (BMU) Ltd., its General Partner
By:  

/s/ Robert Young

Name:   Robert Young
Title:   Director
BLACKSTONE LIFE SCIENCES V (LUX) SCSP
By:   Blackstone Life Sciences Associates V (Lux) S.à r.l., its General Partner
By:  

/s/ Christopher Placca

Name:   Christopher Placca
Title:   Manager
By:  

/s/ John Sutherland

Name:   John Sutherland
Title:   Manager
BLACKSTONE LIFE SCIENCES V L.P.
By:   Blackstone Life Sciences Associates V L.P., its General Partner
By:   BXLS V L.L.C., its General Partner
By:  

/s/ Robert Liptak

Name:   Robert Liptak
Title:   Chief Operating Officer
BLACKSTONE LIFE SCIENCES VI (LUX) SCSP
By:   Blackstone Life Sciences VI (LUX) S.à r.l., its General Partner
By:  

/s/ Christopher Placca

Name:   Christopher Placca
Title:   Manager
By:  

/s/ John Sutherland

Name:   John Sutherland
Title:   Manager


BLACKSTONE LIFE SCIENCES VI L.P.
By: Blackstone Life Sciences Associates VI L.P., its General Partner
By: BXLS VI L.L.C., its General Partner
By:  

/s/ Christopher Striano

  Name: Christopher Striano
  Title: Chief Financial Officer
BLACKSTONE LIFE SCIENCES YIELD L.P., BLACKSTONE LIFE SCIENCES YIELD NT (CYM) FEEDER L.L.C., BLACKSTONE LIFE SCIENCES YIELD T (CYM) FEEDER L.P.
By: Blackstone Life Sciences Yield Associates L.P., its General Partner
By: Blackstone Life Sciences Advisors L.L.C. on behalf of BXLS Yield L.L.C., the General Partner of Blackstone Life Sciences Yield Associates L.P.
By:  

/s/ Robert Liptak

  Name: Robert Liptak
  Title: Chief Operating Officer
BLACKSTONE MORTGAGE TRUST, INC.
By:  

/s/ Scott Mathias

  Name: Scott Mathias
  Title: Chief Compliance Officer and Secretary
BLACKSTONE MULTI-ASSET CREDIT FUND (DELAWARE) LP
By: Blackstone Multi-Asset Credit Associates LLC, its general partner
By:   /s/ Marisa Beeney
  Name: Marisa Beeney
  Title: Authorized Signatory
BLACKSTONE PRIVATE CREDIT STRATEGIES LLC
Blackstone Private Credit Strategies LLC
By:   /s/ Marisa Beeney
  Name: Marisa Beeney
  Title: Authorized Signatory
BLACKSTONE PRIVATE EQUITY STRATEGIES FUND L.P.
By: Blackstone Private Equity Strategies Associates L.P., its general partner
By: BXPEA L.L.C., its general partner
By:  

/s/ Christopher James

  Name: Christopher James
  Title: Senior Managing Director
BLACKSTONE PRIVATE EQUITY STRATEGIES FUND SICAV
By: Blackstone Private Investments Advisors L.L.C., in its capacity as investment manager
By:  

/s/ Christopher James

  Name: Christopher James
  Title: Authorized Signatory


BLACKSTONE REAL ESTATE DEBT STRATEGIES V L.P.
By: Blackstone Real Estate Debt Strategies Associates V L.P., its general partner
By: BREDS V GP L.L.C., its general partner
By:  

/s/ Scott Mathias

  Name: Scott Mathias
  Title: Authorized Signatory

 

BLACKSTONE REAL ESTATE DEBT STRATEGIES HIGH-GRADE L.P.
By: Blackstone Real Estate Debt Strategies Associates High Grade L.P., its general partner
By: BREDS High Grade GP L.L.C., its general partner
By:  

/s/ Scott Mathias

  Name: Scott Mathias
  Title: Authorized Signatory
BLACKSTONE REAL ESTATE DEBT STRATEGIES IV L.P.
By: Blackstone Real Estate Debt Strategies Associates IV L.P., its general partner
By: BREDS IV GP L.L.C., its general partner
By:  

/s/ Scott Mathias

  Name: Scott Mathias
  Title: Authorized Signatory
BLACKSTONE REAL ESTATE DEBT STRATEGIES IV (LUX) SCSP
By: Blackstone Real Estate Debt Strategies Associates IV (LUX) S.à r.l.
By:  

/s/ Jean-Francois Bossy

  Name: Jean-Francois Bossy
  Title: Manager
By:  

/s/ Diana Hoffman

  Name: Diana Hoffman
  Title: Manager


BLACKSTONE REAL ESTATE DEBT STRATEGIES V (LUX) SCSP
By: Blackstone Real Estate Debt Strategies Associates V (LUX) S.à r.l.
By:  

/s/ Jean-Francois Bossy

  Name: Jean-Francois Bossy
  Title: Manager
By:  

/s/ Diana Hoffman

  Name: Diana Hoffman
  Title: Manager
BLACKSTONE REAL ESTATE INCOME TRUST, INC.
By:  

/s/ Leon Volchyok

  Name: Leon Volchyok
  Title: Chief Legal Officer and Secretary
BLACKSTONE REAL ESTATE SPECIAL SITUATIONS ADVISORS L.L.C.
By: Blackstone Holdings I/II GP L.L.C., its general partner
By:  

/s/ Scott Mathias

  Name: Scott Mathias
  Title: Authorized Signatory

 

BLACKSTONE SECURED TRUST LTD
By: Blackstone Liquid Credit Strategies LLC, its Investment Manager
By:  

/s/ Marisa Beeney

  Name: Marisa Beeney
  Title: Authorized Person
BLACKSTONE SECURITIES PARTNERS L.P.
By:  

/s/ Evan Clandorf

  Name: Evan Clandorf
  Title: Authorized Signatory
BLACKSTONE SENIOR FLOATING RATE OPPORTUNITY FUND LP
By: GSO SFRO Associates LLC, its general partner
By:  

/s/ Marisa Beeney

  Name: Marisa Beeney
  Title: Authorized Signatory


BLACKSTONE STRATEGIC OPPORTUNITY INTERMEDIATE (E) FUND L.P., BLACKSTONE STRATEGIC OPPORTUNITY OFFSHORE (E) FUND LTD., BLACKSTONE STRATEGIC OPPORTUNITY OFFSHORE FUND LTD.
By: Blackstone Alternative Solutions L.L.C., its investment manager
By:  

/s/ Jack Pitts

  Name: Jack Pitts
  Title: Authorized Representative

 

BLACKSTONE STRATEGIC OPPORTUNITY INTERMEDIATE FUND L.P., BSOF MASTER FUND II L.P., BSOF MASTER FUND L.P., BSOF PARALLEL MASTER FUND L.P., MAUNA LOA CAPITAL FUND LP, STONE OAK FUND L.P.
By: Blackstone Strategic Opportunity Associates L.L.C., its general partner
By:  

/s/ Jack Pitts

  Name: Jack Pitts
  Title: Authorized Representative
BLACKSTONE TACTICAL OPPORTUNITIES FUND IV - LUX SCSP
By: Blackstone Tactical Opportunities Associates IV (Lux) GP S.à.r.l., its general partner
By:  

/s/ Omar Rehman

  Name: Omar Rehman
  Title: Authorized Signatory
By:  

/s/ Christopher Placca

  Name: Christopher Placca
  Title: Authorized Signatory
BLACKSTONE TACTICAL OPPORTUNITIES FUND IV L.P.
By: Blackstone Tactical Opportunities Associates IV L.P., its general partner
By: BTO DE GP - NQ L.L.C., its general partner
By:  

/s/ Christopher J. James

  Name: Christopher J. James
  Title: Authorized Signatory


BLACKSTONE TECHNOLOGY SENIOR DIRECT LENDING FUND LP
By: Blackstone Technology Direct Lending Associates LP, its general partner
By: Blackstone Technology Senior Direct Lending Associates (Delaware) LLC, its general partner
By:  

/s/ Marisa Beeney

  Name: Marisa Beeney
  Title: Authorized Signatory
BLACKSTONE TREASURY HOLDINGS II LLC
By:  

/s/ Victoria Portnoy

  Name: Victoria Portnoy
  Title: Managing Director - Assistant Secretary
BOYCE PARK CLO, LTD.
By: Blackstone CLO Management LLC, its collateral manager
By:  

/s/ Marisa Beeney

  Name: Marisa Beeney
  Title: Authorized Signatory
BREIT OPERATING PARTNERSHIP L.P.
By: Blackstone Real Estate Income Trust, Inc., its general partner
By:  

/s/ Leon Volchyok

  Name: Leon Volchyok
  Title: Chief Legal Officer and Secretary
BX REIT ADVISORS L.L.C.
By:  

/s/ Scott Mathias

  Name: Scott Mathias
  Title: Managing Director and Chief Compliance Officer


BXC ARMADILLO CO-INVESTMENT FUND-D LP
By: BXC Armadillo Co-Investment Fund-D GP LLC, its general partner
By:   /s/ Marisa Beeney
  Name: Marisa Beeney
  Title: Authorized Signatory
BXC AZUL SUPER TOPCO LP
By: BXC Azul Associates LLC, its General Partner
By:   /s/ Marisa Beeney
  Name: Marisa Beeney
  Title: Authorized Signatory
BXC BGREEN III PARALLEL CO-INVEST FUND SE II LP

By: Blackstone Green Private Credit Associates III LP, its general partner

By: Blackstone Green Private Credit Associates III (Delaware) LLC, its general partner

By: GSO Holdings I L.L.C., its managing member

By:   /s/ Marisa Beeney
  Name: Marisa Beeney
  Title: Authorized Signatory
BXC JADE SUPER TOPCO LP
By: BXC Jade Associates LLC, its General Partner
By:   /s/ Marisa Beeney
  Name: Marisa Beeney
  Title: Authorized Signatory
BXMT ADVISORS L.L.C.
By:   /s/ Scott Mathias
  Name: Scott Mathias
  Title: Authorized Signatory


CABINTEELY PARK CLO DAC, CARYSFORT PARK CLO DAC, CASTLE PARK CLO DESIGNATED ACTIVITY COMPANY, CLARINDA PARK CLO DESIGNATED ACTIVITY COMPANY, CROSTHWAITE PARK CLO DESIGNATED ACTIVITY COMPANY, DARTRY PARK CLO DESIGNATED ACTIVITY COMPANY, DEER PARK CLO DAC, DILLON’S PARK CLO DAC, DUNEDIN PARK CLO DESIGNATED ACTIVITY COMPANY, ELM PARK CLO DESIGNATED ACTIVITY COMPANY, GRIFFITH PARK CLO DESIGNATED ACTIVITY COMPANY, HOLLAND PARK CLO DESIGNATED ACTIVITY COMPANY, MARINO PARK CLO DAC, MARLAY PARK CLO DESIGNATED ACTIVITY COMPANY, MILLTOWN PARK CLO DESIGNATED ACTIVITY COMPANY, ORWELL PARK CLO DESIGNATED ACTIVITY COMPANY, OTRANTO PARK CLO DAC, PALMERSTON PARK CLO DESIGNATED ACTIVITY COMPANY, PHOENIX PARK CLO DESIGNATED ACTIVITY COMPANY, RICHMOND PARK CLO DESIGNATED ACTIVITY COMPANY, ROCKFIELD PARK CLO DAC, SEAPOINT PARK CLO DESIGNATED ACTIVITY COMPANY, SORRENTO PARK CLO DESIGNATED ACTIVITY COMPANY, SUTTON PARK CLO DESIGNATED ACTIVITY COMPANY, TYMON PARK CLO DESIGNATED ACTIVITY COMPANY, VESEY PARK CLO DAC, WILLOW PARK CLO DESIGNATED ACTIVITY COMPANY
By: Blackstone Ireland Limited, as Collateral Manager
By:   /s/ Marisa Beeney
  Name: Marisa Beeney
  Title: Authorized Signatory


CLARUS DE II, L.P., CLARUS DEFINED EXIT I, L.P.
By: Clarus Ventures DE GP, L.P.
By: Blackstone Clarus DE, L.L.C., its general partner
By:   /s/ Robert Liptak
  Name: Robert Liptak
  Title: Chief Operating Officer
CLARUS IV-A, L.P., CLARUS IV-B, L.P., CLARUS IV-C, L.P., CLARUS IV-D, L.P.
By: Clarus IV GP, L.P.
By: Clarus IV L.L.C., its general partner
By:   /s/ Robert Liptak
  Name: Robert Liptak
  Title: Chief Operating Officer
CLARUS VENTURES, LLC
By: Catalyst Fund Holdco L.P.
By: Blackstone Vatalyst Holdco, L.L.C., its general partner
By: Blackstone Intermediary Holdco, L.L.C., its sole member
By: Blackstone Securities Partners L.P., its sole member
By: Blackstone Advisory Services L.L.C., its general partner
By: Blackstone Holdings I L.P., its sole member
By: Blackstone Holdings I/II GP L.L.C. (f/k/a Blackstone Holdings I/II Inc.), its general partner
By:   /s/ Robert Liptak
  Name: Robert Liptak
  Title: Chief Operating Officer
EMERALD DIRECT LENDING 1 LP, EMERALD DIRECT LENDING 2 LP
By: Blackstone Credit BDC Advisors LLC, as administrator
By:   /s/ Marisa Beeney
  Name: Marisa Beeney
  Title: Authorized Signatory


FLEET STREET AUTO 2020 LP
By: GSO Holdings I L.L.C., its General Partner
By:   /s/ Marisa Beeney
  Name: Marisa Beeney
  Title: Authorized Signatory
G QCM SCSP
By: G QCM GP S.À R.L., its general partner
By:   /s/ Tony Whiteman
  Name: Tony Whiteman
  Title: Category A Manager
By:   /s/ Gabor Bernath
  Name: Gabor Bernath
  Title: Category B Manager
GN LOAN FUND LP
By: Blackstone Alternative Credit Advisors LP, its Investment Manager
By:   /s/ Marisa Beeney
  Name: Marisa Beeney
  Title: Authorized Signatory
GSO AIGUILLE DES GRANDS MONTETS FUND I LP, GSO AIGUILLE DES GRANDS MONTETS FUND II LP, GSO AIGUILLE DES GRANDS MONTETS FUND III LP
By: Blackstone Alternative Credit Advisors LP, as attorney-in-fact
By:   /s/ Marisa Beeney
  Name: Marisa Beeney
  Title: Authorized Signatory


GSO BARRE DES ECRINS FUND I SCSP, GSO BARRE DES ECRINS FUND II SCSP
By: GSO Barre Des Ecrins Associates GP S.À R.L., its general partner
By:  

/s/ Tony Whiteman

  Name: Tony Whiteman
  Title: Authorized Signatory
By:  

/s/ Clodagh Brennan

  Name: Clodagh Brennan
  Title: Authorized Signatory
GSO BARRE DES ECRINS MASTER FUND SCSP
By: Blackstone Alternative Credit Advisors LP, its Investment Adviser
By:  

/s/ Marisa Beeney

  Name: Marisa Beeney
  Title: Authorized Signatory
GSO CAPITAL OPPORTUNITIES FUND III LP
By: GSO Capital Opportunities Associates III LLC, its general partner
By:  

/s/ Marisa Beeney

  Name: Marisa Beeney
  Title: Authorized Signatory
GSO CAPITAL SOLUTIONS FUND II LP
By: GSO Capital Solutions Associates II LP, as its general partner
By: GSO Capital Solutions Associates II (Delaware) LLC, as its general partner
By:  

/s/ Marisa Beeney

  Name: Marisa Beeney
  Title: Authorized Signatory


GSO CAPITAL SOLUTIONS FUND III EEA SCSP
By: GSO Capital Solutions Associates III (EEA) GP S.À R.L
By:  

/s/ Tony Whiteman

  Name: Tony Whiteman
  Title: Category A Manager
By:  

/s/ Gabor Bernath

  Name: Gabor Bernath
  Title: Category B Manager
GSO CAPITAL SOLUTIONS FUND III LP
By: GSO Capital Solutions Associates III LP, as its general partner
By: GSO Capital Solutions Associates III (Delaware) LLC, as its general partner
By:  

/s/ Marisa Beeney

  Name: Marisa Beeney
  Title: Authorized Signatory
GSO CHURCHILL PARTNERS II LP
By: GSO Churchill Associates II LLC, its general partner
By:  

/s/ Marisa Beeney

  Name: Marisa Beeney
  Title: Authorized Signatory
GSO CHURCHILL PARTNERS LP
By: GSO Churchill Associates LLC, its general partner
By:  

/s/ Marisa Beeney

  Name: Marisa Beeney
  Title: Authorized Signatory


GSO COF III CO-INVESTMENT FUND LP
By: GSO COF III Co-Investment Associates LLC, its general partner
By:  

/s/ Marisa Beeney

  Name: Marisa Beeney
  Title: Authorized Signatory
GSO CO-INVESTMENT FUND-D L.P.
By: GSO Co-Investment Fund-D Associates LLC, its general partner
By:  

/s/ Marisa Beeney

  Name: Marisa Beeney
  Title: Authorized Signatory
GSO CREDIT ALPHA DIVERSIFIED ALTERNATIVES LP
By: GSO Credit Alpha Diversified Alternatives Associates LLC, its general partner
By: GSO Credit Alpha Associates II (Cayman) Ltd., its general partner
By:  

/s/ Marisa Beeney

  Name: Marisa Beeney
  Title: Authorized Signatory
GSO CREDIT ALPHA FUND II LP
By: GSO Credit Alpha Associates II LP, its general partner
By: GSO Credit Alpha Associates II (Delaware) LLC, its general partner
By:  

/s/ Marisa Beeney

  Name: Marisa Beeney
  Title: Authorized Signatory


GSO CREDIT ALPHA FUND LP, GSO CREDIT-A PARTNERS L.P., GSO PALMETTO OPPORTUNISTIC INVESTMENT PARTNERS LP, GSO SPECIAL SITUATIONS MASTER FUND LP
By: Blackstone Alternative Credit Advisors LP, as Investment Manager
By:  

/s/ Marisa Beeney

  Name: Marisa Beeney
  Title: Authorized Signatory
GSO CSF III CO-INVESTMENT FUND LP
By: GSO CSF III Co-Investment Associates LP, its general partner
By: GSO CSF III Co-Investment Associates (Delaware) LLC, its managing member
By:  

/s/ Marisa Beeney

  Name: Marisa Beeney
  Title: Authorized Person
GSO ENERGY PARTNERS-A LP
By: GSO Energy Partners-A Associates LLC, its general partner
By:  

/s/ Marisa Beeney

  Name: Marisa Beeney
  Title: Authorized Signatory
GSO ENERGY PARTNERS-B LP
By: GSO Energy Partners-B Associates LLC, its general partner
By:  

/s/ Marisa Beeney

  Name: Marisa Beeney
  Title: Authorized Signatory


GSO ENERGY PARTNERS-C II LP
By: GSO Energy Partners-C Associates II LLC, its general partner
By:  

/s/ Marisa Beeney

  Name: Marisa Beeney
  Title: Authorized Signatory
GSO ENERGY PARTNERS-C LP
By: GSO Energy Partners-C Associates LLC, its general partner
By:  

/s/ Marisa Beeney

  Name: Marisa Beeney
  Title: Authorized Signatory
GSO ENERGY PARTNERS-D LP
By: GSO Energy Partners-D Associates LLC, its general partner
By:  

/s/ Marisa Beeney

  Name: Marisa Beeney
  Title: Authorized Signatory
GSO ENERGY PARTNERS-E LP, GSO ENERGY SELECT OPPORTUNITIES FUND LP
By: GSO Energy Partners E-Associates LLC, as its general partner
By:  

/s/ Marisa Beeney

  Name: Marisa Beeney
  Title: Authorized Signatory


GSO ENERGY SELECT OPPORTUNITIES FUND II LP
By: GSO Energy Select Opportunities Associates II LP, its general partner
By: GSO Energy Select Opportunities Associates II (Delaware) LLC, its general partner
By:  

/s/ Marisa Beeney

  Name: Marisa Beeney
  Title: Authorized Signatory
GSO EUROPEAN SENIOR DEBT FUND II LP
By: GSO European Senior Debt Associates II LP, its general partner
By: GSO European Senior Debt Associates II (Delaware) LLC, its managing member
By:  

/s/ Marisa Beeney

  Name: Marisa Beeney
  Title: Authorized Signatory
GSO EUROPEAN SENIOR DEBT FUND LP
By: GSO European Senior Debt Associates LLC, its general partner
By:  

/s/ Marisa Beeney

  Name: Marisa Beeney
  Title: Authorized Signatory
GSO HARRINGTON CREDIT ALPHA FUND L.P.
By: GSO Harrington Credit Alpha Associates L.L.C., its general partner
By:  

/s/ Marisa Beeney

  Name: Marisa Beeney
  Title: Authorized Signatory


GSO JASMINE PARTNERS LP
By: GSO Jasmine Associates LLC, its general partner
By:  

/s/ Marisa Beeney

  Name: Marisa Beeney
  Title: Authorized Signatory
GSO ORCHID FUND LP
By: GSO Orchid Associates LLC, its general partner
By:  

/s/ Marisa Beeney

  Name: Marisa Beeney
  Title: Authorized Signatory
GSO PALMETTO STRATEGIC PARTNERSHIP, L.P.
By: GSO Palmetto Capital Associates LLC, its general partner
By:  

/s/ Marisa Beeney

  Name: Marisa Beeney
  Title: Authorized Signatory
GSO RP HOLDINGS LP
By: GSO RP Associates LLC, its general partner
By:  

/s/ Marisa Beeney

  Name: Marisa Beeney
  Title: Authorized Signatory
GSO SJ PARTNERS LP
By: GSO SJ Partners Associates LLC, its general partner
By:  

/s/ Marisa Beeney

  Name: Marisa Beeney
  Title: Authorized Signatory


KING’S PARK CLO, LTD.
By: Blackstone Liquid Credit Strategies LLC, its collateral manager
By:  

/s/ Marisa Beeney

  Name: Marisa Beeney
  Title: Authorized Signatory
MAGMA FINCO 16, LLC

By: Molten Partners, LLC, its Managing Member

By: Blackstone Mortgage Trust, Inc., its Managing Member

By:  

/s/ Scott Mathias

  Name: Scott Mathias
  Title: Chief Compliance Officer and Secretary
MOLTEN PARTNERS, LLC
By: Blackstone Mortgage Trust, Inc., its Managing Member
By:  

/s/ Scott Mathias

  Name: Scott Mathias
  Title: Chief Compliance Officer and Secretary


APPENDIX A

Existing Wholly-Owned Subsidiaries, Joint Ventures and BDC-Downstream Funds of Blackstone Private Credit Fund:

BCRED DENALI PEAK FUNDING LLC

BCRED TWIN PEAKS LLC

EMERALD DIRECT LENDING 1 LP

EMERALD DIRECT LENDING 2 LP

Existing Wholly-Owned Subsidiaries, Joint Ventures and BDC-Downstream Funds of Blackstone Alternative Multi-Strategy Fund:

BLACKSTONE ALTERNATIVE MULTI-STRATEGY SUB FUND II LTD

BLACKSTONE ALTERNATIVE MULTI-STRATEGY SUB FUND III L.L.C.

BLACKSTONE ALTERNATIVE MULTI-STRATEGY SUB FUND IV L.L.C.

 

A-1


APPENDIX B

Existing Advisers

BLACKSTONE ALTERNATIVE CREDIT ADVISORS LP

BLACKSTONE ALTERNATIVE INVESTMENT ADVISORS LLC

BLACKSTONE CLO MANAGEMENT LLC (MANAGEMENT SERIES)

BLACKSTONE CREDIT BDC ADVISORS LLC

BLACKSTONE INFRASTRUCTURE ADVISORS L.L.C.

BLACKSTONE IRELAND FUND MANAGEMENT LIMITED

BLACKSTONE IRELAND LIMITED

BLACKSTONE LIQUID CREDIT ADVISORS I LLC

BLACKSTONE LIQUID CREDIT ADVISORS II LLC

BLACKSTONE LIQUID CREDIT STRATEGIES LLC

BLACKSTONE PRIVATE CREDIT STRATEGIES LLC

BLACKSTONE REAL ESTATE SPECIAL SITUATIONS ADVISORS L.L.C.

BX REIT ADVISORS L.L.C.

BXMT ADVISORS L.L.C.

CLARUS VENTURES, LLC

Existing Affiliated Entities

ALLEGANY PARK CLO, LTD.

BASSWOOD PARK CLO, LTD.

BEECHWOOD PARK CLO

BETHPAGE PARK CLO, LTD.

 

B-1


BLACKSTONE / GSO GLOBAL DYNAMIC CREDIT MASTER FUND

BLACKSTONE BIG SKY FUND L.P.

BLACKSTONE ALTERNATIVE INVESTMENT FUNDS

BLACKSTONE ALTERNATIVE MULTI-STRATEGY FUND

BLACKSTONE ALTERNATIVE MULTI-STRATEGY SUB FUND II LTD

BLACKSTONE ALTERNATIVE MULTI-STRATEGY SUB FUND III L.L.C.

BLACKSTONE ALTERNATIVE MULTI-STRATEGY SUB FUND IV L.L.C.

BLACKSTONE CAPITAL OPPORTUNITIES FUND IV LP

BLACKSTONE CAPITAL OPPORTUNITIES FUND V LP

BLACKSTONE CMBS FUND - G L.P.

BLACKSTONE CMBS FUND - NON-IG L.P.

BLACKSTONE COF IV CO-INVESTMENT FUND LP

BLACKSTONE COF V CO-INVESTMENT FUND LP

BLACKSTONE CREDIT ABC FUND LP

BLACKSTONE DIVERSIFIED ALTERNATIVES ASSET HOLDCO L.L.C.

BLACKSTONE EUROPEAN PROPERTY INCOME FUND (MASTER) FCP

BLACKSTONE EUROPEAN PROPERTY INCOME FUND SICAV

BLACKSTONE EUROPEAN SENIOR DEBT FUND III LEVERED SCSP

BLACKSTONE EUROPEAN SENIOR DEBT FUND III SCSP

BLACKSTONE EUROPEAN SENIOR LOAN FUND

BLACKSTONE GREEN PRIVATE CREDIT FUND III LP

BLACKSTONE GREEN PRIVATE CREDIT FUND III-E LP

BLACKSTONE HARRINGTON PARTNERS L.P.

BLACKSTONE HOLDINGS FINANCE CO. L.L.C.

BLACKSTONE HOLDINGS I L.P.

BLACKSTONE HOLDINGS II L.P.

BLACKSTONE HOLDINGS III L.P.

BLACKSTONE HOLDINGS IV L.P.

BLACKSTONE HPPI CLO FUND FCP-RAIF

BLACKSTONE INFRASTRUCTURE PARTNERS - P L.P.

BLACKSTONE INFRASTRUCTURE PARTNERS - U L.P.

BLACKSTONE INFRASTRUCTURE PARTNERS - V FEEDER L.P.

BLACKSTONE INFRASTRUCTURE PARTNERS (SUPPLEMENTAL ACCOUNT I-A) L.P.

BLACKSTONE INFRASTRUCTURE PARTNERS (SUPPLEMENTAL ACCOUNT II) L.P.

BLACKSTONE INFRASTRUCTURE PARTNERS (SUPPLEMENTAL ACCOUNT K II) L.P.

BLACKSTONE INFRASTRUCTURE PARTNERS EUROPE (CYM) L.P.

BLACKSTONE INFRASTRUCTURE PARTNERS EUROPE (LUX) SCSP

BLACKSTONE INFRASTRUCTURE PARTNERS EUROPE F (CYM) L.P.

BLACKSTONE INFRASTRUCTURE PARTNERS F.1 L.P.

BLACKSTONE INFRASTRUCTURE PARTNERS F.2 L.P.

BLACKSTONE INFRASTRUCTURE PARTNERS F.3 (LUX) SCSP

BLACKSTONE INFRASTRUCTURE PARTNERS F.4 L.P.

BLACKSTONE INFRASTRUCTURE PARTNERS L.P.

BLACKSTONE INFRASTRUCTURE STRATEGIES L.P.

 

B-2


BLACKSTONE ISG INVESTMENT PARTNERS - A L.P.

BLACKSTONE ISG INVESTMENT PARTNERS - R (BMU) L.P.

BLACKSTONE LIFE SCIENCES V (LUX) SCSP

BLACKSTONE LIFE SCIENCES V L.P.

BLACKSTONE LIFE SCIENCES VI (LUX) SCSP

BLACKSTONE LIFE SCIENCES VI L.P.

BLACKSTONE LIFE SCIENCES YIELD L.P.

BLACKSTONE LIFE SCIENCES YIELD NT (CYM) FEEDER L.L.C.

BLACKSTONE LIFE SCIENCES YIELD T (CYM) FEEDER L.P.

BLACKSTONE MORTGAGE TRUST, INC.

BLACKSTONE MULTI-ASSET CREDIT FUND (DELAWARE) LP

BLACKSTONE PRIVATE EQUITY STRATEGIES FUND L.P.

BLACKSTONE PRIVATE EQUITY STRATEGIES FUND SICAV

BLACKSTONE REAL ESTATE DEBT STRATEGIES HIGH-GRADE L.P.

BLACKSTONE REAL ESTATE DEBT STRATEGIES IV (LUX) SCSP

BLACKSTONE REAL ESTATE DEBT STRATEGIES IV L.P.

BLACKSTONE REAL ESTATE DEBT STRATEGIES V (LUX) SCSP

BLACKSTONE REAL ESTATE DEBT STRATEGIES V L.P.

BLACKSTONE REAL ESTATE INCOME TRUST, INC.

BLACKSTONE SECURED TRUST LTD

BLACKSTONE SECURITIES PARTNERS L.P.

BLACKSTONE SENIOR FLOATING RATE OPPORTUNITY FUND LP

BLACKSTONE SPIRE FUND L.P.

BLACKSTONE STRATEGIC OPPORTUNITY FUND L.P.

BLACKSTONE STRATEGIC OPPORTUNITY INTERMEDIATE (E) FUND L.P.

BLACKSTONE STRATEGIC OPPORTUNITY INTERMEDIATE FUND L.P.

BLACKSTONE STRATEGIC OPPORTUNITY OFFSHORE (E) FUND LTD.

BLACKSTONE STRATEGIC OPPORTUNITY OFFSHORE FUND LTD.

BLACKSTONE TACTICAL OPPORTUNITIES FUND IV - LUX SCSP

BLACKSTONE TACTICAL OPPORTUNITIES FUND IV L.P.

BLACKSTONE TECHNOLOGY SENIOR DIRECT LENDING FUND LP

BLACKSTONE TREASURY HOLDINGS II LLC

BLACKSTONE TREASURY HOLDINGS III L.L.C.

BLACKSTONE US LOAN MASTER FUND

BOWMAN PARK CLO, LTD.

BOYCE PARK CLO, LTD.

BREIT OPERATING PARTNERSHIP L.P.

BRISTOL PARK CLO, LTD.

BSOF MASTER FUND II L.P.

BSOF MASTER FUND L.P.

 

B-3


BSOF PARALLEL MASTER FUND L.P.

BUCKHORN PARK CLO, LTD.

BURNHAM PARK CLO, LTD.

BUTTERMILK PARK CLO, LTD.

BXC ARMADILLO CO-INVESTMENT FUND-D LP

BXC AZUL SUPER TOPCO LP

BXC BGREEN III PARALLEL CO-INVEST FUND SE II LP

BXC JADE SUPER TOPCO LP

CABINTEELY PARK CLO DAC

CARYSFORT PARK CLO DAC

CASTLE PARK CLO DESIGNATED ACTIVITY COMPANY

CATSKILL PARK CLO, LTD.

CAYUGA PARK CLO, LTD.

CHENANGO PARK CLO, LTD.

CIRRUS FUNDING 2018-1, LTD.

CLARINDA PARK CLO DESIGNATED ACTIVITY COMPANY

CLARUS DE II, L.P.

CLARUS DEFINED EXIT I, L.P.

CLARUS IV-A, L.P.

CLARUS IV-B, L.P.

CLARUS IV-C, L.P.

CLARUS IV-D, L.P.

COLE PARK CLO LIMITED

COOK PARK CLO, LTD.

CROSTHWAITE PARK CLO DESIGNATED ACTIVITY COMPANY

CUMBERLAND PARK CLO, LTD.

DARTRY PARK CLO DESIGNATED ACTIVITY COMPANY

DEER PARK CLO DAC

DEWOLF PARK CLO, LTD.

DILLON’S PARK CLO DAC

DUNEDIN PARK CLO DESIGNATED ACTIVITY COMPANY

ELM PARK CLO DESIGNATED ACTIVITY COMPANY

FILLMORE PARK CLO, LTD.

FLEET STREET AUTO 2020 LP

G QCM SCSP

GILBERT PARK CLO, LTD.

GN LOAN FUND LP

GREENWOOD PARK CLO, LTD.

GRIFFITH PARK CLO DESIGNATED ACTIVITY COMPANY

GRIPPEN PARK CLO, LTD.

GSO AIGUILLE DES GRANDS MONTETS FUND I LP

 

B-4


GSO AIGUILLE DES GRANDS MONTETS FUND II LP

GSO AIGUILLE DES GRANDS MONTETS FUND III LP

GSO BARRE DES ECRINS FUND I SCSP

GSO BARRE DES ECRINS FUND II SCSP

GSO BARRE DES ECRINS MASTER FUND SCSP

GSO CAPITAL OPPORTUNITIES FUND III LP

GSO CAPITAL SOLUTIONS FUND II LP

GSO CAPITAL SOLUTIONS FUND III EEA SCSP

GSO CAPITAL SOLUTIONS FUND III LP

GSO CHURCHILL PARTNERS II LP

GSO CHURCHILL PARTNERS LP

GSO COF III CO-INVESTMENT FUND LP

GSO CREDIT ALPHA DIVERSIFIED ALTERNATIVES LP

GSO CREDIT ALPHA FUND II LP

GSO CREDIT ALPHA FUND LP

GSO CSF III CO-INVESTMENT FUND LP

GSO ENERGY SELECT OPPORTUNITIES FUND II LP

GSO ENERGY SELECT OPPORTUNITIES FUND LP

GSO ENERGY PARTNERS-A LP

GSO ENERGY PARTNERS-B LP

GSO ENERGY PARTNERS-C II LP

GSO ENERGY PARTNERS-C LP

GSO ENERGY PARTNERS-D LP

GSO ENERGY PARTNERS-E LP

GSO EUROPEAN SENIOR DEBT FUND II LP

GSO EUROPEAN SENIOR DEBT FUND LP

GSO HARRINGTON CREDIT ALPHA FUND L.P.

GSO JASMINE PARTNERS LP

GSO ORCHID FUND LP

GSO PALMETTO OPPORTUNISTIC INVESTMENT PARTNERS LP

GSO PALMETTO STRATEGIC PARTNERSHIP, L.P.

GSO RP HOLDINGS LP

GSO SJ PARTNERS LP

GSO SPECIAL SITUATIONS MASTER FUND LP

GSO CO-INVESTMENT FUND-D L.P.

GSO CREDIT-A PARTNERS L.P.

HARBOR PARK CLO, LTD.

 

B-5


HARRIMAN PARK CLO, LTD.

HOLLAND PARK CLO DESIGNATED ACTIVITY COMPANY

KING’S PARK CLO, LTD.

LONG POINT PARK CLO, LTD.

MAGMA FINCO 16, LLC

MARINO PARK CLO DAC

MARLAY PARK CLO DESIGNATED ACTIVITY COMPANY

MAUNA LOA CAPITAL FUND LP

MILLTOWN PARK CLO DESIGNATED ACTIVITY COMPANY

MOLTEN PARTNERS, LLC

MYERS PARK CLO, LTD.

NIAGARA PARK CLO, LTD.

NYACK PARK CLO, LTD.

ORWELL PARK CLO DESIGNATED ACTIVITY COMPANY

OTRANTO PARK CLO DAC

PALMERSTON PARK CLO DESIGNATED ACTIVITY COMPANY

PEACE PARK CLO, LTD.

PHOENIX PARK CLO DESIGNATED ACTIVITY COMPANY

POINT AU ROCHE PARK CLO, LTD.

REESE PARK CLO, LTD.

RICHMOND PARK CLO DESIGNATED ACTIVITY COMPANY

ROCKFIELD PARK CLO DAC

ROCKLAND PARK CLO, LTD.

SEAPOINT PARK CLO DESIGNATED ACTIVITY COMPANY

SORRENTO PARK CLO DESIGNATED ACTIVITY COMPANY

SOUTHWICK PARK CLO, LTD.

STEWART PARK CLO, LTD.

STONE OAK FUND L.P.

SUTTON PARK CLO DESIGNATED ACTIVITY COMPANY

TALLMAN PARK CLO, LTD.

THACHER PARK CLO, LTD.

THAYER PARK CLO, LTD.

THOMPSON PARK CLO, LTD.

TYMON PARK CLO DESIGNATED ACTIVITY COMPANY

VESEY PARK CLO DAC

WEBSTER PARK CLO, LTD.

WELLMAN PARK CLO, LTD.

WHETSTONE PARK CLO, LTD.

WILLOW PARK CLO DESIGNATED ACTIVITY COMPANY

 

B-6


APPENDIX C

Resolutions of the Board of Trustees (each, a “Board”) of Blackstone Private Credit Fund and Blackstone Secured Lending Fund (each, a “Fund”)

Approval of Filing Section 17(d) Application for Co-Investment Relief

WHEREAS, each Board deems it is advisable and in the best interest of the respective Fund to file with the U.S. Securities and Exchange Commission (the “Commission”) an application for an order pursuant to Sections 17(d) and 57(i) of the Investment Company Act of 1940, as amended (the “1940 Act”), and Rule 17d-l promulgated thereunder (the “Application”), to authorize the entering into of certain joint transactions that otherwise may be prohibited by Sections 17(d) and 57(a)(4) of the 1940 Act and Rule 17d-1 promulgated thereunder.

NOW, THEREFORE, BE IT RESOLVED, that the officers of Blackstone Private Credit Strategies LLC and each Fund be, and each of them hereby is, authorized and directed on behalf of the respective Fund and in its name, to prepare, execute, and cause to be filed with the Commission the Application, substantially in the form presented to the respective Board, and any amendments thereto; and it is further

RESOLVED, that the officers of the respective Fund be, and each of them hereby is, authorized and directed to take such further action and execute such other documents as such officer or officers shall deem necessary or advisable in order to effectuate the intent of the foregoing resolution; and it is further

RESOLVED, that any and all actions previously taken by each Fund or any of its trustees or officers in connection with the actions contemplated by the foregoing resolutions be, and each of them hereby is, ratified, confirmed, approved and adopted in all respects as and for the acts and deeds of the respective Fund.

Resolutions of the Board of Trustees (the “Board”) of Blackstone Private Multi-Asset Credit and Income Fund (the “Fund”)

Approval of Filing Section 17(d) Application for Co-Investment Relief

WHEREAS, the Board deems it is advisable and in the best interest of the Fund to file with the U.S. Securities and Exchange Commission (the “Commission”) an application for an order pursuant to Sections 17(d) and 57(i) of the Investment Company Act of 1940, as amended (the “1940 Act”), and Rule 17d-l promulgated thereunder (the “Application”), to authorize the entering into of certain joint transactions that otherwise may be prohibited by Sections 17(d) and 57(a)(4) of the 1940 Act and Rule 17d-1 promulgated thereunder.

NOW, THEREFORE, BE IT RESOLVED, that the officers of Blackstone Private Credit Strategies LLC and the Fund be, and each of them hereby is, authorized and directed on behalf of the Fund and in its name, to prepare, execute, and cause to be filed with the Commission the Application, substantially in the form presented to the Board, and any amendments thereto; and it is further

RESOLVED, that the officers of the Fund be, and each of them hereby is, authorized and directed to take such further action and execute such other documents as such officer or officers shall deem necessary or advisable in order to effectuate the intent of the foregoing resolution; and it is further

RESOLVED, that any and all actions previously taken by the Fund or any of its trustees or officers in connection with the actions contemplated by the foregoing resolutions be, and each of them hereby is, ratified, confirmed, approved and adopted in all respects as and for the acts and deeds of the Fund.

 

C-1


Resolutions of the Board of Trustees (each, a “Board”) of Blackstone Strategic Credit 2027 Term Fund, Blackstone Long-Short Credit Income Fund and Blackstone Senior Floating Rate 2027 Term Fund (each, a “Fund”)

Approval of Filing Section 17(d) Application for Co-Investment Relief

WHEREAS, each Board deems it is advisable and in the best interest of the respective Fund to file with the U.S. Securities and Exchange Commission (the “Commission”) an application for an order pursuant to Sections 17(d) and 57(i), as applicable, of the Investment Company Act of 1940, as amended (the “1940 Act”), and Rule 17d-l promulgated thereunder (the “Application”), to authorize the entering into of certain joint transactions that otherwise may be prohibited by Sections 17(d) and 57(a)(4), as applicable, of the 1940 Act and Rule 17d-1 promulgated thereunder.

NOW, THEREFORE, BE IT RESOLVED, that the officers of each Fund be, and each of them hereby is, authorized and directed on behalf of the respective Fund and in its name, to prepare, execute, and cause to be filed with the Commission the Application, substantially in the form presented to the respective Board, and any amendments thereto; and it is further

RESOLVED, that the officers of the respective Fund be, and each of them hereby is, authorized and directed to take such further action and execute such other documents as such officer or officers shall deem necessary or advisable in order to effectuate the intent of the foregoing resolution; and it is further

RESOLVED, that any and all actions previously taken by each Fund or any of its trustees or officers in connection with the actions contemplated by the foregoing resolutions be, and each of them hereby is, ratified, confirmed, approved and adopted in all respects as and for the acts and deeds of the respective Fund.

Resolutions of the Board of Trustees (the “Board”) of Blackstone Alternative Investment Funds (the “Trust”) on behalf of its series, Blackstone Alternative Multi-Strategy Fund (the “Fund”)

Approval of Filing Section 17(d) Application for Co-Investment Relief

WHEREAS, the Board deems it is advisable and in the best interest of the Trust and the Fund to file with the U.S. Securities and Exchange Commission (the “Commission”) an application for an order pursuant to Sections 17(d) and 57(i) of the Investment Company Act of 1940, as amended (the “1940 Act”), and Rule 17d-l promulgated thereunder (the “Application”), to authorize the entering into of certain joint transactions that otherwise may be prohibited by Sections 17(d) and 57(a)(4) of the 1940 Act and Rule 17d-1 promulgated thereunder.

NOW, THEREFORE, BE IT RESOLVED, that the officers of Blackstone Alternative Investment Advisors LLC and the Trust be, and each of them hereby is, authorized and directed on behalf of the Fund and in its name, to prepare, execute, and cause to be filed with the Commission the Application, substantially in the form presented to the Board, and any amendments thereto; and it is further

RESOLVED, that the officers of the Trust be, and each of them hereby is, authorized and directed to take such further action and execute such other documents as such officer or officers shall deem necessary or advisable in order to effectuate the intent of the foregoing resolution; and it is further

RESOLVED, that any and all actions previously taken by the Trust or any of its trustees or officers in connection with the actions contemplated by the foregoing resolutions be, and each of them hereby is, ratified, confirmed, approved and adopted in all respects as and for the acts and deeds of the Fund.

 

C-2


Resolutions of the Board of Trustees (the “Board”) of Blackstone Private Real Estate Credit Fund (the “Fund”)

Approval of Filing Section 17(d) Application for Co-Investment Relief

WHEREAS, the Board deems it is advisable and in the best interest of the Fund to file with the U.S. Securities and Exchange Commission (the “Commission”) an application for an order pursuant to Sections 17(d) and 57(i) of the Investment Company Act of 1940, as amended (the “1940 Act”), and Rule 17d-l promulgated thereunder (the “Application”), to authorize the entering into of certain joint transactions that otherwise may be prohibited by Sections 17(d) and 57(a)(4) of the 1940 Act and Rule 17d-1 promulgated thereunder.

NOW, THEREFORE, BE IT RESOLVED, that the officers of Blackstone Real Estate Special Situations Advisors L.L.C. and the Fund be, and each of them hereby is, authorized and directed on behalf of the Fund and in its name, to prepare, execute, and cause to be filed with the Commission the Application, substantially in the form presented to the Board, and any amendments thereto; and it is further

RESOLVED, that the officers of the Fund be, and each of them hereby is, authorized and directed to take such further action and execute such other documents as such officer or officers shall deem necessary or advisable in order to effectuate the intent of the foregoing resolution; and it is further

RESOLVED, that any and all actions previously taken by the Fund or any of its trustees or officers in connection with the actions contemplated by the foregoing resolutions be, and each of them hereby is, ratified, confirmed, approved and adopted in all respects as and for the acts and deeds of the Fund.

 

C-3