SecProbe.io

August 31, 2018
   Marisa J. Beeney Chief Legal Officer Blackstone/GSO Secured Lending Fund 345 Park Avenue, 31
st Floor
New York, NY 10154
Re: Blackstone/GSO Secured Lending Fund
Registration Statement on Form 10 Filed August 2, 2018
  File Nos. 000-55974 and 812-14835

Dear Ms. Beeney:

We have reviewed your registration statem ent and have the following comments.  In
some of our comments, we may ask you to provi de us with information so we may better
understand your disclosure.
 Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe  our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
 After reviewing any amendment to your re gistration statement and the information you
provide in response to these comments, we may have additional comments.
 General

1. Your Form 10 filing indicates yo ur intention “to file an electio n to be regulated as a business
development company …”  Based on your EDGAR filing hist ory you have no t filed a Form
N-6F or a Form N-54A.  Briefly explain your in tentions with respect to the filing of these
forms.

Marisa J. Beeney Blackstone/GSO Secured Lending Fund August 31, 2018 Page 2

Item 1Business, page 2

2. On page three you discuss the possibility that  you may acquire invest ments, including from
an affiliate, “at cost to  the warehousing party plus carrying charges, notwithst anding that the
fair market value of such investments may ha ve declined below or increased above such
cost at the time of transfer.”  You further stat e that “[a]ny such agre ement would be made at
or prior to the warehousing part y’s acquisition, such that the parties would not know at the
time of the agreement whether the investment  will appreciate or depreciate prior to the
Fund’s acquisition …”  With a view  to disclosure, please explain:
 How the types of warehousing  transactions you will us e work and are structured,
including who selects the inve stments that end up in the portfolio, what is included
in “carrying charges,” and other ma terial terms of the arrangement;
 How your obligation to purchase investments,  including potential losses thereon, is
accounted for and otherwise re flected in NAV. In addition , please explain how these
obligations are treated for purposes of comp lying with Section 61 of the Investment
Company Act of 1940 (1940 Act);
 Whether you will treat your  warehouse agreements as  an off-balance sheet
obligation for disclosure purposes pursuant to Item 303(a)(4) of Regulation S-K;
and,
 With respect to purchases involving affili ates, please explain how the transactions
are structured to comply with  Section 57 of the 1940 Act.
In addition, please add disclosure  addressing the potential for i nvestor dilution if you engage
in warehousing transactio ns under these terms.

3. Starting on page three you use footnotes as part of your disclo sure.  In some instances the
footnotes impede the disclosure.  Where possib le, please remove these footnotes and include
necessary context in th e relevant paragraph.

4. On page three you state you will employ “a defensive investment approach … generally
lending on a basis of 3.5 times to 5.5 times the borrower’s ear nings before interest, taxes,
depreciation and amortization and at loan to value ratios of 50%-65% …” Please revise your
disclosure to clarify what lending on a ba sis of 3.5 times to 5. 5 times borrower EBITDA
means.  In addition, please clarify how EBIDTA  is calculated – for example, is it based on
historical or projected numbers, does it includ e add-backs, etc.  Al so, please clarify how
“value” is determined for purposes of calculating your loan  to value ratios.

5. The disclosure on page four states that, “[s]ubj ect to the limitations of  the 1940 Ac t, we may
invest in loans of other securities, the procee ds of which may refinance or otherwise repay
debt or securities of companies whose debt is owned by othe r GSO funds.”  Please explain
to us what sorts of investments are contempl ated by this statement and how they can be
made consistent with the limitatio ns contained in the 1940 Act.

6. On page 15 under Viable Exit St rategy, you disclosure that, “[ i]n addition to payments of
principal and interest, we expect the primary me thods for the strategy to realize returns on

Marisa J. Beeney Blackstone/GSO Secured Lending Fund August 31, 2018 Page 3

our investment include refinancings, sales of po rtfolio companies, and in some cases initial
public offering and secondary o ffering.  Please clarify whether the loans you will typically
make will be amortizing or not ; if not, please consider the need for additio nal disclosure
about the assumptions and risks.  It is uncle ar for example, how ch anges in the credit
markets, economy, and ot her factors impact the viability of your exit st rategies, particularly
for investments at the lower end of your invest ment range.  Please revise or advise as
appropriate.

7. Supplementally tell us what sorts of inform ation is typically provided under “flash
reporting” and how it impacts your NAV calculations.

8. Please clarify the meaning of th e statement on page 18 that, “[w]hen, in order to maximize
our recovery, GS O is forced to take positio ns inconsistent with th e company’s sh areholders,
GSO expects to act quickly to enforce its rights.”

9. Please clarify what you me an by “fulcrum security ” as used on page 19.

10. On page 22 you disclose that  you “intend to conduct repurch ase offers … on a quarterly
basis at a price per share expected to reflect ne t asset value per share.”  Please clarify what
date will be used to calculat e the NAV investors w ill be receive  in a repurchase offer.

11. The disclosure on page 23 discussing the offe ring price following th e initial dr awdown date
includes a parenthetical “taking into account any investment valuation adjustments from the
last quarterly valuation date in accordance with the Fund’s valuatio n policy, subject to
certain adjustments.”  Please confirm your unde rstanding of Section 23 (b) of the 1940 Act
and explain how the NAV used at the time of sale will comply  with Section 23(b).
 Item 1A Risk Factors, page 35

12. You currently present over 25 pages of risk factor disclosure. Some of the risk factors are
lengthy, detailed, and complex.  Others are gene ric and would apply to any issuer.  We
are concerned that the length a nd complexity of the risk disc losure may distract investors
from other essential information contained in  your prospectus.  Please review the risk
factors to ensure it is clear a nd concise and revise as necessary.

13. The disclosure on page 36 indicates the A dvisory Agreement “has been approved,” and
“will have termination provisions that allow the parties to terminate the agreement.”
Disclosure later in your docume nt suggests the Advisory Agre ement has not been approved.
See, e.g., page 72 (“We expect to enter into …”).   Please revise as necessary.

14. The disclosure on page 45 sugg ests you may create a CLO vehicl e.  Please clarify who will
manage the CLO vehicle and an y compensation they may rece ive for structuring and/or
managing the vehicle.

Marisa J. Beeney Blackstone/GSO Secured Lending Fund August 31, 2018 Page 4

15. The disclosure on page 56 and elsewhere desc ribing your co-investm ent relief includes a
statement that “[n]either the adviser nor its affilia tes will be obligated to  offer us the right to
participate in any transactions originated by th em.”  Please reconcile this statement to the
conditions contained within your exemp tive application.

16. On page 58 you state that, in the event you de fault under a credit facili ty, “the agent for the
lenders under such borrowing fac ility could assume control of th e disposition of any or all of
our assets, including the selectio n of such assets to be disp osed and the timing of such
disposition …”  Please explain to us the circ umstances covered by this statement and how
permitting the lending  agent this level of cont rol would be consistent with Section 15 of the
1940 Act and the board and ad viser’s fiduciary duties.

17. We note the page 58 referenc e to “limitations on how borrowed funds may be used”
including restrictions based on  geography, industry, loan size , payment freque ncy, and the
like.  Please confirm that any material restrictions in your  credit agreements impacting
investment flexibility w ill be described in disclosure once known.
 Item 2 Financial Info rmation, page 64

18. The disclosure here and elsewhere indicate s that certain costs and expenses of the
administrator and adviser will be allocated to you.  In  an appropriate locat ion, please explain
the allocation methodologies th at will be used to allocate these co sts and expenses.
 Item 11 Description of th e Registrant’s Securities to  be Registered, page 96

19. Please confirm the disclosure on page 97 unde r Amendment of the Decl aration of Trust; No
Approval by Shareholders is not designed to limit shareholder voting rights under the 1940
Act, including  Section 58.
 Item 15 Financial Statements and Exhibits

20. We note that you have not filed required exhibits.  Please note th at we review and frequently
comment upon these exhibits  and plan accordingly.

Marisa J. Beeney Blackstone/GSO Secured Lending Fund August 31, 2018 Page 5

Closing
  We remind you that the fund  and its management are responsible for the accuracy and
adequacy of their disclosures, notwithstanding an y review, comments action or absence of action by
the staff.
                                      *  *  *  *  *  If you have any questions prior to filing an  amendment, please call me at (202) 551-3393.

Sincerely,

Jay Williamson Senior Counsel

    cc: Simpson Thacher & Bartlett LLP   Rajib Chanda   Christopher Martini   Ben Wells   GSO Capital Partners LP   Steve Flantsbaum