UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-CSR
CERTIFIED SHAREHOLDER REPORT OF REGISTERED
MANAGEMENT INVESTMENT COMPANIES
Investment Company Act file number: 811-22686
Blackstone / GSO Strategic Credit Fund
(exact name of Registrant as specified in charter)
345 Park Avenue, 31st Floor
New York, New York 10154
(Address of principal executive offices) (Zip code)
(Name and address of agent for service)
Marisa Beeney
345 Park Avenue, 31st Floor
New York, New York 10154
Registrants telephone number, including area code: (800) 831-5776
Date of fiscal year end: December 31
Date of reporting period: January 1, 2013 June 30, 2013
Item 1. | Report to Stockholders. |
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Blackstone / GSO Funds | Manager Commentary | |
June 30, 2013 (Unaudited) |
To our shareholders:
Market Update
Recent signals by Federal Reserve Chairman Bernanke regarding the tapering of its long standing program of quantitative easing (QE) roiled financial markets beginning in mid-May. Positive market technicals and floating interest rates provided senior loans with only partial immunity to the bout of volatility. But, by the second week of June, loan prices largely rebounded as cash flowed to loan mutual funds and ETFs and the Fed moderated its rhetoric. The Credit Suisse Leveraged Loan Index (CSLLI) returned 2.8% YTD, outpacing high yield, investment grade, and U.S. Treasuries, which returned 1.5%, -3.4%, and -4.9%, respectively. Lower quality loans have consistently outperformed; the Lower Tier (CCC/Default) segment of the CSLLI returned 6.0% while the Middle Tier (Split BB/B) and Upper Tier (Split BBB/BB) components returned 3.0% and 1.7%, respectively.
Loan and high yield bond spreads widened moderately overall during Q2 after tightening in early May. On a relative value basis, we continue to favor loans over high yield bonds. Loan spreads, as measured by the 3-year discount margin, widened 22 basis points during Q2 after compressing 56 basis points during Q1. Loan spreads ended the period at 521 basis points, still wide of the 453 basis points 20-year historical average. Conversely, high yield spreads widened 34 basis points to 541 basis points, but remained inside the 589 basis points historical average.
Corporate credit fundamentals remain strong so leveraged finance asset price movements continue to be all about the technicals. Healthy demand from institutional and retail investors has allowed loan prices to remain relatively stable compared to other fixed income investment alternatives. CLO buyers represented the largest percentage of buyers in the new issue loan market at 58%, followed by retail investors (26%), hedge funds (8%), and insurance/finance companies (8%), for the first half of 2013. At the end of June, loan mutual funds had experienced 54 consecutive weekly inflows including 22 consecutive weeks that brought in $800 million or more of fresh cash to the market, accumulating year-to-date total inflow to a record $32 billion for that period. High yield mutual funds, however, did not fare as well. After the Fed announcement of QE tapering in May, high yield mutual funds experienced five consecutive weekly outflows aggregating $12.3 billion. Junes monthly outflow of $9.5 billion greatly exceeded June 2011s previous high of $7.1 billion.
Although the unique technical market environment put pressure on loan prices during Q2 particularly as high yield investors sold loans to meet redemptions, we believe loans and high yield bonds continue to benefit from healthy credit fundamentals. High yield bond and loan default volumes fell to a two-year low of $2.5 billion in Q2 compared to $6.8 billion at the end of Q1. The par-weighted loan default rate declined marginally to 1.3% at the end of Q2 from 1.7% at the end of Q1, well below the 3.8% 20-year historical average.
Blackstone / GSO Senior Floating Rate Term Fund, Performance
Blackstone / GSO Senior Floating Rate Term Fund (BSL) is a closed-end fund that trades on the New York Stock Exchange under the symbol BSL. BSLs 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. Under normal market conditions, BSL invests at least 80% of its total assets in senior, secured floating rate loans (Senior Loans). BSL may also invest in second-lien loans and high yield bonds, and employs financial leverage with may increase risk to BSL.
As of June 30, 2013, BSL held over 90% of its Managed Assets in first and second-lien secured bank loans and approximately 5% in high yield bonds with the remainder held in cash. BSLs investments represented the obligations of 182 companies diversified across 28 distinct industries, average position size represented 0.5% of Managed Assets and the top five industry groups represented 48% of total holdings of BSL. Diversification across industries was generally consistent with their respective representations in the U.S. economy as a whole. High Tech Industries and Healthcare and Pharmaceuticals represented the top industry weightings. In light of the sequester and the increased scrutiny placed on all providers of goods or services to, or reimbursed by, the federal government, we remain very cautious and look to closely manage our exposure to healthcare, government related IT services and defense industries.
BSL outperformed its key benchmark, the CSLLI, on a Net Asset Value (NAV) basis for the three-year period ended June 30, 2013 and its life since inception, but underperformed the benchmark for the three-month, six-month, and one-year periods ended June 30, 2013. We attribute the underperformance in BSL to its minimal allocation to lower rated assets (those rated CCC or below). As stated earlier, the six-month performance of the Lower Tier of the CSLLI was double that of the Middle Tier. We believe that maintaining a higher credit quality in the portfolio is more appropriate than investing in riskier, but higher yielding, assets given the current market environment. BSL traded at an average premium to NAV of 7.26% for the six-month reporting period. Assets acquired with borrowings under BSLs long-term leverage facility were accretive to earnings and changes in the market value of the underlying portfolio. For more details regarding the leverage employed, please see Note 9, Leverage, in this report.
Blackstone / GSO Long-Short Credit Income Fund, Performance
Blackstone / GSO Long Short Credit Income Fund (BGX) is a closed-end fund that trades on the New York Stock Exchange under the symbol BGX. BGXs primary investment objective is to provide current income, with a secondary objective of capital appreciation. BGX takes long positions in
Semi-Annual Report | June 30, 2013 |
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Blackstone / GSO Funds | Manager Commentary | |
June 30, 2013 (Unaudited) |
investments which we believe offer the potential for attractive returns under various economic and interest rate environments. BGX may also take short positions in investments that we believe will under-perform due to a greater sensitivity to earnings growth of the issuer, default risk or the general level and direction of interest rates. BGX must hold no less than 70% of its Managed Assets in secured floating rate loans (Secured Loans), but may also invest in unsecured loans and high yield bonds. BGX may use financial leverage and derivatives in employing its long strategy for up to a total of 130% of net assets. As of June 30, 2013, approximately 75% of BGXs assets were invested, either directly or via a total return swap arrangement, in Secured Loans and 25% were invested in high yield bonds. In the aggregate, these investments represented the direct obligations of 157 companies diversified across 26 distinct industries, with an average position representing 0.6% of Managed Assets. The top five industry groups represented 47% of total holdings of BGX. BGX carried no short positions as of June 30, 2013.
BGX outperformed its benchmark, a composite weighting of the CSLLI and the Credit Suisse High Yield Index (CSHYI) (70% senior loans, 30% high yield bonds), for the three-month, six-month and one-year periods ended June 30, 2013 and its life since inception on a NAV basis. The Fund traded at an average premium to NAV of 1.08% for the six-month reporting period.
Blackstone / GSO Strategic Credit Fund, Performance
Blackstone / GSO Strategic Credit Fund, (BGB) is a closed-end fund that trades on the New York Stock Exchange under the symbol BGB. BGBs primary investment objective is to seek high current income, with a secondary objective to seek preservation of capital. 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 (Senior Secured Loans) and high yield corporate bonds of varying maturities. BGB must hold no less than 80% of its Managed Assets in credit investments comprised of corporate fixed income instruments and other investments with similar economic characteristics.
As of June 30, 2013, approximately 76% of BGBs assets were invested in Senior Secured Loans and 22% were invested in high yield bonds. In the aggregate, these investments represent the direct obligations of 266 companies diversified across 26 distinct industries, with an average position representing 0.33% of Managed Assets. The top five industry groups represented 47% of total holdings of BGB.
BGB outperformed its benchmark, a composite weighting of the CSLLI and the CSHYI (75% senior loans, 25% high yield bonds), for the six-month period ended June 30, 2013 and its life since inception, but underperformed the benchmark for the three-month period ended June 30, 2013 on a NAV basis. Similar to BSL, we attribute the underperformance in BGB to its minimal allocation to lower rated assets. BGB traded at an average premium to NAV of 0.25% for the six-month period ended June 30, 2013.
In Conclusion:
Credit fundamentals, as we have noted earlier, remain strong. The Federal Reserve has indicated that while its zero interest rate policy will remain undisturbed, it is likely to begin tapering its bond purchases. These policy changes should bode well for senior loans generally and some high yield bonds. We believe that the portfolios of our three closed-end funds are well positioned to take advantage of current and expected market conditions.
We thank you again and as always for your confidence and continued investment in our family of funds. We look forward to continued communications, and will keep you apprised of the progress of the funds specifically and the leveraged finance market place generally. Additional information about our funds is available on our website at www.blackstone-gso.com.
GSO / Blackstone Debt Funds Management LLC
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www.blackstone-gso.com |
Blackstone / GSO Senior Floating Rate Term Fund | Financial Data | |
June 30, 2013 (Unaudited) |
Semi-Annual Report | June 30, 2013 |
3 |
Financial Data | ||
June 30, 2013 (Unaudited) |
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www.blackstone-gso.com |
Blackstone / GSO Long-Short Credit Income Fund | Financial Data | |
June 30, 2013 (Unaudited) |
Credit Suisse Leveraged Loan Index is an unmanaged market value-weighted index designed to mirror the investable universe of the U.S. dollar-denominated leveraged loan market. New issues are added to the index on their effective date if they qualify according to the following criteria: loan facilities must be rated BB or lower; only fully-funded term loan facilities are included; and issuers must be domiciled in developed countries. Credit Suisse High Yield Index is an unmanaged market value-weighted index designed to mirror the investable universe of the U.S. dollar-denominated high yield debt market. New issues are added to the index upon issuance if they qualify according to the following criteria: issues must be publicly registered in the United States or issued under Rule 144A with registration rights; issues must be rated BB or lower; the minimum amount outstanding is $75 million; and issues must be U.S. dollar-denominated straight corporate debt, including cash-pay, zero-coupon, stepped-rate and pay-in-kind (PIK) bonds. Floating-rate and convertible bonds and preferred stock are not included; if an issuer has more than two issues outstanding, only the two most liquid issues are included in the index. An index does not show actual investment returns or reflect payment of management or brokerage fees, which would lower the indexs performance. Indices are unmanaged and should not be considered an investment. It is not possible to invest directly in an index. The performance of the index does not represent generally the performance of any investment.
Semi-Annual Report | June 30, 2013 |
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Financial Data | ||
June 30, 2013 (Unaudited) |
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www.blackstone-gso.com |
Blackstone /GSO Senior Floating Rate Term Fund | Portfolio of Investments | |
June 30, 2013 (Unaudited) |
Moodys Rating | Principal Amount |
Market Value | ||||||||||
FLOATING RATE LOAN INTERESTS(a) - 138.30% |
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Aerospace and Defense - 4.15% |
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Booz Allen Hamilton, Inc., Senior Secured Tranche B First Lien Initial Term Loan, 4.500%, 7/27/2019 |
Ba2 | $2,991,589 | $2,996,271 | |||||||||
Camp Systems International Holdings Co., Senior Secured First Lien Refinance Term Loan, 5.250%, 05/31/2019 |
B1 | 583,824 | 590,876 | |||||||||
DAE Aviation Holdings, Inc., Senior Secured First Lien Term B-1 Loan, 6.250%, 11/02/2018 |
B3 | 1,086,452 | 1,091,885 | |||||||||
DAE Aviation Holdings, Inc., Senior Secured First Lien Term B-2 Loan, 6.250%, 11/02/2018 |
B3 | 492,525 | 494,988 | |||||||||
Landmark Aviation (LM U.S. Member LLC), Senior Secured First Lien Canadian Term Loan, 5.750%, 10/25/2019 |
B3 | 194,336 | 196,036 | |||||||||
Landmark Aviation (LM U.S. Member LLC), Senior Secured First Lien Initial Term Loan, 5.750%, 10/25/2019 |
B3 | 2,293,164 | 2,313,229 | |||||||||
Landmark Aviation (LM U.S. Member LLC), Senior Secured Second Lien Initial Term Loan, 9.500%, 10/26/2020 |
B3 | 521,739 | 528,913 | |||||||||
PRV Aerospace LLC, Senior Secured First Lien Term Loan, 6.500%, 05/09/2018 |
B3 | 454,217 | 456,204 | |||||||||
Sequa Corp., Senior Secured First Lien Term Loan, 5.250%, 06/19/2017 |
B2 | 3,446,202 | 3,460,556 | |||||||||
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12,128,958 | ||||||||||||
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Automotive - 3.26% |
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Affinia Group, Inc., Senior Secured Tranche B-2 First Lien Term Loan, 4.750%, 04/27/2020 |
B3 | 1,888,889 | 1,886,528 | |||||||||
Chrysler Group LLC, Senior Secured First Lien Tranche B Term Loan, 4.250%, 05/24/2017 |
Ba2 | 4,788,655 | 4,814,107 | |||||||||
Jason, Inc., Senior Secured First Lien Term Loan, 5.000%, 02/28/2019 |
B1 | 1,955,556 | 1,960,445 | |||||||||
TI Group Automotive Systems LLC, Senior Secured First Lien Additional Term Loan, 5.500%, 03/28/2019 |
Ba3 | 863,221 | 873,476 | |||||||||
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9,534,556 | ||||||||||||
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Banking, Finance, and Real Estate - 4.26% |
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Alliant Holdings I, Inc., Senior Secured First Lien Term Loan, 5.000%, 12/20/2019 |
B2 | 2,931,696 | 2,937,193 | |||||||||
AmWins Group LLC, Senior Secured First Lien Term B Loan, 5.000%, 09/06/2019 |
B2 | 1,980,050 | 1,990,782 | |||||||||
Asurion LLC, Senior Secured Tranche B-1 First Lien Incremental Term Loan, 4.500%, 05/24/2019 |
Ba2 | 3,242,870 | 3,219,359 | |||||||||
Cunningham Lindsey Corp., Senior Secured First Lien Term Loan, 5.000%, 12/10/2019 |
B1 | 2,985,000 | 2,985,000 | |||||||||
First Data Corp., Senior Secured First Lien Term B Loan, 4.193%, 09/24/2018 |
B1 | 545,455 | 532,615 | |||||||||
SNL Financial LC, Senior Secured First Lien Term Loan, 5.500%, 10/23/2018 |
B2 | 786,364 | 787,838 | |||||||||
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12,452,787 | ||||||||||||
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Beverage, Food and Tobacco - 4.71% |
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Advance Pierre Foods, Inc., Senior Secured First Lien Term Loan, 5.750%, 07/10/2017 |
B1 | 1,617,568 | 1,626,666 | |||||||||
Brasa Holdings, Inc., Senior Secured First Lien Term Loan, 7.500%, 07/22/2019 |
B1 | 2,150,417 | 2,177,297 | |||||||||
Roundys Supermarkets, Inc., Senior Secured Tranche B First Lien Term Loan, 5.750%, 02/13/2019 |
B1 | 828,429 | 809,789 | |||||||||
Supervalu, Inc., Senior Secured First Lien Term Loan, 5.000%, 03/21/2019 |
B3 | 2,966,330 | 2,953,353 | |||||||||
U.S. Foods, Inc., Senior Secured First Lien Term Loan, 4.500%, 03/31/2019 |
B3 | 6,248,933 | 6,197,379 | |||||||||
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13,764,484 | ||||||||||||
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Capital Equipment - 2.83% |
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BakerCorp International, Inc., Senior Secured First Lien Replacement Term Loan, 4.250%, 02/07/2020 |
Ba3 | 2,992,500 | 2,982,221 | |||||||||
Sensus U.S.A., Inc. (fka Sensus Metering Systems), Senior Secured First Lien Term Loan, 4.750%, 05/09/2017 |
Ba2 | 592,424 | 592,611 | |||||||||
Sensus U.S.A., Inc. (fka Sensus Metering Systems), Senior Secured Second Lien Term Loan, 8.500%, 05/09/2018 |
Ba2 | 4,714,286 | 4,702,500 | |||||||||
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8,277,332 | ||||||||||||
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Semi-Annual Report | June 30, 2013 |
7 |
Blackstone /GSO Senior Floating Rate Term Fund | Portfolio of Investments | |
June 30, 2013 (Unaudited) |
Moodys Rating | Principal Amount |
Market Value | ||||||||||
Chemicals, Plastics and Rubber - 3.65% |
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Berry Plastics Corp., Senior Secured First Lien Term D Loan, 3.500%, 02/08/2020 |
B2 | $2,737,043 | $2,711,985 | |||||||||
Pinnacle Operating Corp., Senior Secured First Lien Term B Loan, 4.750%, 11/15/2018 |
B2 | 3,074,215 | 3,077,089 | |||||||||
PQ Corp., Senior Secured First Lien Term Loan, 4.500%, 05/08/2017 |
B1 | 1,990,000 | 1,995,224 | |||||||||
Taminco Global Chemical Corp., Senior Secured First Lien Tranche B-2 Term Loan, 4.250%, 02/15/2019 |
B1 | 379,822 | 381,169 | |||||||||
U.S. Coastings Aquisition, Inc., Senior Secured First Lien Initial Term B Loan, 4.750%, 02/01/2020 |
B2 | 2,511,189 | 2,515,282 | |||||||||
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10,680,749 | ||||||||||||
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Construction and Building - 2.60% |
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Custom Building Products, Inc., Senior Secured First Lien Term Loan, 6.000%, 12/16/2019 |
B1 | 3,766,925 | 3,781,050 | |||||||||
Genarac Power Systems, Inc., Senior Secured First Lien Term B Facility Loan, 3.500%, 05/29/2020 |
B2 | 1,679,405 | 1,671,008 | |||||||||
SRS Distribution, Inc., Senior Secured First Lien Term Loan, 4.750%, 09/02/2019 |
B2 | 2,157,895 | 2,147,105 | |||||||||
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7,599,163 | ||||||||||||
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Consumer Goods Durable - 4.51% |
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AOT Bedding Super Holdings LLC (aka National Bedding/Serta), Senior Secured First Lien Term B Loan, 5.000%, 10/01/2019 |
B2 | 2,700,000 | 2,704,050 | |||||||||
Apex Tool Group LLC, Senior Secured First Lien Term Loan, 4.500%, 01/31/2020 |
B2 | 1,067,961 | 1,070,097 | |||||||||
Fender Musical Instruments Corp., Senior Secured First Lien Initial Term Loan, 5.750%, 04/03/2019 |
B2 | 476,190 | 477,874 | |||||||||
Hupah Finance, Inc., Senior Secured First Lien Initial Term Loan, 4.500%, 01/21/2019 |
B2 | 4,764,435 | 4,776,370 | |||||||||
MModal, Inc., Senior Secured First Lien Term B Loan, 7.500%, 08/15/2019 |
Ba3 | 3,558,769 | 3,476,490 | |||||||||
Spectrum Brands, Inc., Senior Secured First Lien Term B Loan, 4.500%, 12/17/2019 |
Ba3 | 688,810 | 692,255 | |||||||||
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13,197,136 | ||||||||||||
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Consumer Goods Non Durable - 3.31% |
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Acosta, Inc., Senior Secured First Lien Term D Loan, 5.000%, 03/01/2018 |
B1 | 2,303,957 | 2,322,193 | |||||||||
Armored AutoGroup, Inc. (fka Viking Acquisition, Inc. (aka Global Autocare)), Senior Secured First Lien Term B Loan, 6.000%, 11/05/2016 |
Ba3 | 1,738,364 | 1,732,384 | |||||||||
Inmar, Inc., Senior Secured First Lien Term Loan, 6.500%, 08/12/2018 |
B1 | 2,890,867 | 2,894,480 | |||||||||
Totes Isotoner Corp., Senior Secured First Lien Delayed Draw Term Loan, 7.250%, 07/07/2017 |
B3 | 256,289 | 257,090 | |||||||||
Totes Isotoner Corp., Senior Secured First Lien Initial Term Loan, 7.250%, 07/07/2017 |
B3 | 2,471,714 | 2,479,438 | |||||||||
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9,685,585 | ||||||||||||
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Containers, Packaging and Glass - 3.29% |
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Berlin Packaging LLC, Senior Secured First Lien Term Loan, 4.750%, 04/02/2019 |
B1 | 1,774,194 | 1,780,847 | |||||||||
John Henry Holdings, Inc. (aka Multi Packaging Solutions), Senior Secured First Lien Term Loan, 6.000%, 12/06/2018 |
B2 | 3,980,000 | 4,019,800 | |||||||||
Ranpak Corp., Senior Secured First Lien Term Loan, 4.500%, 04/23/2019 |
Ba3 | 488,372 | 489,593 | |||||||||
Reynolds Group Holdings, Inc., Senior Secured First Lien Term Loan, 4.750%, 09/28/2018 |
B1 | 1,519,002 | 1,525,488 | |||||||||
WNA Holdings, Inc., Senior Secured First Lien Term Loan, 4.500%, 05/21/2020 |
B2 | 1,800,000 | 1,791,000 | |||||||||
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9,606,728 | ||||||||||||
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Energy Electricity - 1.77% |
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GIM Channelview Cogeneration LLC, Senior Secured First Lien Term Loan, 4.250%, 05/08/2020 |
Ba3 | 610,169 | 614,239 | |||||||||
La Frontera Generation LLC, Senior Secured First Lien Term Loan, 4.500%, 09/30/2020 |
B1 | 1,700,680 | 1,691,123 | |||||||||
Star West Generation LLC, Senior Secured First Lien Term B Advance Loan, 4.250%, 03/13/2020 |
Ba3 | 1,546,148 | 1,554,846 |
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www.blackstone-gso.com |
Blackstone / GSO Senior Floating Rate Term Fund | Portfolio of Investments | |
June 30, 2013 (Unaudited) |
Moodys Rating | Principal Amount |
Market Value | ||||||||||
Energy Electricity (continued) |
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Topaz Power Holdings LLC, Senior Secured First Lien Term Loan, 5.250%, 02/26/2020 |
B1 | $1,304,918 | $1,306,875 | |||||||||
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5,167,083 | ||||||||||||
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Energy, Oil and Gas - 9.25% |
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BBTS Borrower LP, Senior Secured First Lien Term Loan, 7.750%, 06/04/2019 |
Caa1 | 4,987,500 | 4,968,797 | |||||||||
CITGO Petroleum Corp., Senior Secured First Lien Term B Loan, 8.000%, 06/24/2015 |
Ba2 | 414,286 | 417,393 | |||||||||
CITGO Petroleum Corp., Senior Secured First Lien Term C Loan, 9.000%, 06/26/2017 |
Ba2 | 1,270,725 | 1,294,951 | |||||||||
Crestwood Holdings LLC, Senior Secured First Lien Term Loan, 7.000%, 05/24/2019 |
Caa1 | 2,745,098 | 2,772,549 | |||||||||
Everest Acquisition LLC, Senior Secured First Lien Tranche B-3 Term Loan, 3.500%, 05/24/2018 |
Ba3 | 1,666,667 | 1,655,558 | |||||||||
Philadelphia Energy Solutions Refining & Marketing LLC, Senior Secured First Lien Term Loan, 6.250%, 04/04/2018 |
B1 | 925,926 | 923,611 | |||||||||
Samson Investment Co., Senior Secured Second Lien Initial Term Loan, 6.000%, 09/25/2018 |
B1 | 735,294 | 735,294 | |||||||||
Sheridan Production Partners LP, Senior Secured Tranche B-2 First Lien Term Loan [PRT I], 5.000%, 10/01/2019 |
B1 | 5,189,909 | 5,176,931 | |||||||||
Sheridan Production Partners LP, Senior Secured Tranche B-2 First Lien Term Loan [PRT I-A], 5.000%, 10/01/2019 |
B1 | 687,705 | 685,986 | |||||||||
Sheridan Production Partners LP, Senior Secured Tranche B-2 First Lien Term Loan, 5.000%, 10/01/2019 |
B1 | 420,055 | 419,004 | |||||||||
Stallion Oilfield Holdings, Inc., Senior Secured First Lien Term Loan, 8.000%, 06/18/2018 |
B3 | 1,000,000 | 1,006,250 | |||||||||
Tallgrass Energy Partners LP, Senior Secured First Lien Term Loan, 5.250%, 11/13/2018 |
Ba3 | 1,770,163 | 1,782,342 | |||||||||
Teine Energy Ltd., Senior Secured First Lien Term Loan, 7.500%, 05/17/2019 |
NR | 2,743,125 | 2,722,552 | |||||||||
Utex Industries, Inc., Senior Secured First Lien Term Loan, 4.750%, 04/10/2020 |
B3 | 810,811 | 808,447 | |||||||||
W3 Co., Senior Secured First Lien Term Loan, 5.750%, 03/13/2020 |
B1 | 1,666,630 | 1,677,047 | |||||||||
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27,046,712 | ||||||||||||
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Environmental Industries - 2.59% |
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ADS Waste Holdings, Inc., Senior Secured Tranche B First Lien Term Loan, 4.250%, 10/09/2019 |
B2 | 2,548,768 | 2,546,220 | |||||||||
PSC Industrial Outsourcing LP, Senior Secured First Lien Term Loan, 7.250%, 07/29/2016 |
B1 | 3,997,494 | 4,014,143 | |||||||||
Tervita Corp., Senior Secured First Lien Term Loan, 6.250%, 05/15/2018 |
B2 | 997,500 | 996,253 | |||||||||
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7,556,616 | ||||||||||||
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Forest Products and Paper - 0.68% |
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Appvion, Inc., Senior Secured First Lien Term Loan, 5.750%, 06/04/2019 |
B2 | 2,000,000 | 1,995,000 | |||||||||
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Healthcare and Pharmaceuticals - 15.86% |
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Ardent Medical Services, Inc., Senior Secured First Lien Term Loan, 6.750%, 07/02/2018 |
B1 | 1,919,488 | 1,938,693 | |||||||||
BSN Medical, Inc., Senior Secured First Lien Term B1 Loan, 5.000%, 08/28/2019 |
B2 | 4,684,756 | 4,719,892 | |||||||||
CHG Buyer Corp., Senior Secured First Lien Term Loan, 5.000%, 11/19/2019 |
B2 | 740,364 | 744,758 | |||||||||
Convatec, Inc. (aka Cidron Healthcare, Ltd.), Senior Secured First Lien Dollar Term Loan, 5.000%, 12/22/2016 |
Ba3 | 2,657,210 | 2,677,803 | |||||||||
Drumm Investors LLC (aka Golden Living), Senior Secured First Lien Term Loan, 5.000%, 05/04/2018 |
B1 | 2,918,141 | 2,812,358 | |||||||||
Hologic, Inc., Senior Secured First Lien Term B Loan, 4.500%, 07/19/2019 |
Baa3 | 1,214,067 | 1,219,300 | |||||||||
Iasis Healthcare LLC, Senior Secured First Lien Term B-2 Loan, 4.500%, 05/03/2018 |
Ba2 | 2,774,393 | 2,773,700 | |||||||||
Immucor, Inc., Senior Secured First Lien Term B-2 Loan, 5.000%, 08/17/2018 |
Ba3 | 1,999,192 | 2,010,188 | |||||||||
Kinetic Concepts, Inc., Senior Secured First Lien Term D-2 Loan, 4.000%, 11/04/2016 |
Ba2 | 1,696,755 | 1,698,876 | |||||||||
National Mentor Holdings, Inc., Senior Secured Tranche B-1 First Lien Term Loan, 6.500%, 02/09/2017 |
Ba3 | 2,977,172 | 3,002,478 | |||||||||
National Specialty Hospitals, Inc., Senior Secured First Lien Initial Term Loan, 8.250%, 02/03/2017 |
B2 | 2,432,888 | 2,432,888 | |||||||||
Onex Carestream Finance LP, Senior Secured First Lien Term Loan, 5.000%, 06/07/2019 |
B1 | 4,409,855 | 4,369,196 |
Semi-Annual Report | June 30, 2013 |
9 |
Blackstone / GSO Senior Floating Rate Term Fund | Portfolio of Investments | |
June 30, 2013 (Unaudited) |
Moodys Rating | Principal Amount |
Market Value | ||||||||||
Healthcare and Pharmaceuticals (continued) |
||||||||||||
Pharmaceutical Product Development, Inc. (Jaguar AKA PPDI), Senior Secured First Lien Term B Loan, 4.250%, 12/05/2018 |
B2 | $2,187,396 | $2,194,035 | |||||||||
Sheridan Holdings, Inc., Senior Secured First Lien Initial Term Loan, 4.500%, 06/29/2018 |
B1 | 2,325,218 | 2,333,937 | |||||||||
Smile Brands Group, Inc., Senior Secured First Lien Term B Loan, 7.000%, 12/21/2017 |
Ba3 | 4,849,733 | 4,764,887 | |||||||||
Surgery Center Holdings, Inc., Senior Secured First Lien Term Loan, 6.000%, 04/11/2019 |
B1 | 1,931,471 | 1,942,287 | |||||||||
Valeant Pharmaceuticals International, Inc., Senior Secured First Lien Series E Tranche B Term Loan, 4.500%, 06/26/2020 |
Ba1 | 4,736,842 | 4,726,776 | |||||||||
|
|
|||||||||||
46,362,052 | ||||||||||||
|
|
|||||||||||
High Tech Industries - 17.41% |
||||||||||||
Aspect Software, Inc., Senior Secured Tranche B First Lien Term Loan, 7.000%, 05/09/2016 |
Ba3 | 2,707,494 | 2,714,263 | |||||||||
Audio Visual Services Group, Senior Secured First Lien Term Loan, 6.750%, 11/9/2018 |
B1 | 1,887,423 | 1,906,297 | |||||||||
Blackboard, Inc., Senior Secured First Lien Term B-2 Loan, 6.250%, 10/04/2018 |
B1 | 2,977,538 | 3,012,285 | |||||||||
Blue Coat Systems, Inc., Senior Secured First Lien Term Loan, 4.500%, 05/31/2019 |
B2 | 3,488,750 | 3,478,563 | |||||||||
CompuCom Systems, Inc., Senior Secured First Lien Term Loan, 4.250%, 05/11/2020 |
B2 | 1,315,789 | 1,297,697 | |||||||||
Excelitas Technologies, Inc. (fka IDS Acquisition), Senior Secured First Lien Term B Loan, 5.000%, 11/29/2016 |
B1 | 1,978,745 | 1,981,218 | |||||||||
Hyland Software, Inc., Senior Secured First Lien Term Loan, 5.500%, 10/25/2019 |
B2 | 1,957,377 | 1,967,771 | |||||||||
Ion Trading Technologies S.A.R.L., Senior Secured First Lien Tranche B-1 Term Loan, 4.500%, 05/22/2020 |
B3 | 2,812,500 | 2,804,288 | |||||||||
Kronos, Inc. (aka Seahawk Acquisition Corp.), Senior Secured First Lien Incremental Term Loan, 4.500%, 10/30/2019 |
B1 | 3,808,448 | 3,826,538 | |||||||||
Presidio, Inc., Senior Secured First Lien Term Loan, 5.750%, 03/31/2017 |
B1 | 3,851,105 | 3,822,222 | |||||||||
Shield Finance Co. S.A.R.L. (aka Sophos PLC), Senior Secured First Lien Term B-2 Incremental Loan, 6.500%, 05/10/2019 |
B2 | 1,455,882 | 1,457,702 | |||||||||
Ship U.S. Bidco, Inc., (aka RBS WorldPay), Senior Secured First Lien Facility B2A Term Loan, 5.250%, 11/30/2017 |
Ba2 | 1,522,144 | 1,533,941 | |||||||||
Six3 Systems, Inc., Senior Secured First Lien Term B Loan, 7.000%, 10/04/2019 |
B2 | 2,290,814 | 2,336,630 | |||||||||
Sophia LP, Senior Secured First Lien Additional Term B Loan, 4.500%, 07/19/2018 |
Ba3 | 3,086,074 | 3,097,646 | |||||||||
Spansion, Inc., Senior Secured First Lien Term Loan, 5.250%, 12/13/2018 |
Ba3 | 2,413,873 | 2,429,720 | |||||||||
Technicolor S.A., Senior Secured First Lien Term A2 Facility Loan, 6.750%, 05/26/2016 |
B3 | 810,149 | 818,254 | |||||||||
Technicolor S.A., Senior Secured First Lien Term B2 Facility Loan, 7.750%, 05/26/2017 |
B3 | 1,816,153 | 1,834,324 | |||||||||
Vertafore, Inc., Senior Secured First Lien Term Loan, 4.250%, 10/03/2019 |
B1 | 3,910,236 | 3,926,855 | |||||||||
Vertafore, Inc., Senior Secured Second Lien Term Loan, 9.750%, 10/27/2017 |
B1 | 3,000,000 | 3,082,500 | |||||||||
Wall Street Systems Holdings, Inc., Senior Secured First Lien Term Loan, 5.750%, 10/25/2019 |
Ba3 | 3,553,571 | 3,561,354 | |||||||||
|
|
|||||||||||
50,890,068 | ||||||||||||
|
|
|||||||||||
Hotels, Gaming and Leisure - 5.15% |
||||||||||||
Alpha Topco Ltd. (Formula One), Senior Secured First Lien New Facility Term B Loan, 4.500%, 04/30/2019 |
B2 | 3,847,737 | 3,848,699 | |||||||||
CCM Merger, Inc., (aka MotorCity Casino), Senior Secured First Lien Term B Loan, 5.000%, 03/01/2017 |
B3 | 1,240,157 | 1,249,923 | |||||||||
Centaur LLC, Senior Secured First Lien Term Loan, 5.250%, 02/20/2019 |
B1 | 2,930,833 | 2,927,170 | |||||||||
Corner Investment Propco LLC, Senior Secured First Lien Term B Loan, 11.000%, 11/04/2019 |
B3 | 1,000,000 | 1,030,000 | |||||||||
Mood Media Corp., Senior Secured First Lien Term Loan, 7.000%, 05/07/2018 |
Ba3 | 3,314,815 | 3,320,002 | |||||||||
Peninsula Gaming LLC, Senior Secured First Lien Term Loan, 4.250%, 08/03/2017 |
B2 | 1,309,211 | 1,311,665 | |||||||||
Six Flags Theme Parks, Inc., Senior Secured Tranche B First Lien Term Loan, 4.000%, 12/20/2018 |
B1 | 1,347,155 | 1,356,417 | |||||||||
|
|
|||||||||||
15,043,876 | ||||||||||||
|
|
|||||||||||
Media Advertising, Printing and Publishing - 3.01% |
||||||||||||
Cenveo Corp., Senior Secured First Lien Term B Loan, 6.250%, 02/13/2017 |
Ba3 | 1,578,323 | 1,582,766 | |||||||||
Getty Images, Inc., Senior Secured First Lien Initial Term Loan, 4.750%, 10/18/2019 |
B1 | 1,990,000 | 1,970,926 | |||||||||
InfoGroup, Inc., Senior Secured First Lien Term B Loan, 7.500%, 05/28/2018 |
B1 | 1,201,758 | 1,095,101 |
10 |
www.blackstone-gso.com |
Blackstone / GSO Senior Floating Rate Term Fund | Portfolio of Investments | |
June 30, 2013 (Unaudited) |
Moodys Rating | Principal Amount |
Market Value | ||||||||||
Media Advertising, Printing and Publishing (continued) |
||||||||||||
RBS Holding Co. LLC, Senior Secured First Lien Term B Loan, 9.500%, 03/23/2017 |
B1 | $2,940,000 | $1,058,400 | |||||||||
SGS International, Inc. (aka Southern Graphics/Logo Merger Sub), Senior Secured First Lien Term Loan, 5.000%, 10/17/2019 |
B1 | 3,067,917 | 3,079,437 | |||||||||
|
|
|||||||||||
8,786,630 | ||||||||||||
|
|
|||||||||||
Media Broadcasting and Subscription - 5.05% |
||||||||||||
Barrington Broadcasting Group LLC, Senior Secured Tranche 2 First Lien Term Loan, 7.500%, 06/14/2017 |
B2 | 963,158 | 962,560 | |||||||||
Entercom Radio LLC, Senior Secured First Lien Term B Loan, 5.000%, 11/23/2018 |
B2 | 1,483,984 | 1,501,050 | |||||||||
FoxCo Acquisition Sub. LLC, Senior Secured First Lien Term Loan, 5.500%, 07/14/2017 |
B1 | 1,261,325 | 1,275,522 | |||||||||
Hubbard Radio LLC, Senior Secured First Lien Term Loan, 4.500%, 04/29/2019 |
Ba3 | 2,348,028 | 2,359,768 | |||||||||
Kabel Deutschland Vertrieb Und Service Gmbh & Co., Senior Secured First Lien Facility F1 Term Loan, 3.250%, 02/01/2019 |
Ba2 | 1,000,000 | 999,150 | |||||||||
MCC Iowa, Inc., Senior Secured Tranche G First Lien Term Loan, 4.000%, 08/15/2020 |
B1 | 1,985,000 | 1,995,550 | |||||||||
NEP/NCP Holdco, Inc., Senior Secured First Lien Term Loan, 4.750%, 01/22/2020 |
B1 | 500,279 | 503,824 | |||||||||
RCN Corp., Senior Secured First Lien Term B Loan, 5.250%, 03/01/2020 |
B1 | 1,836,826 | 1,847,479 | |||||||||
Univision Communications, Inc., Senior Secured First Lien Incremental Loan, 4.000%, 03/01/2020 |
B2 | 3,369,932 | 3,307,454 | |||||||||
|
|
|||||||||||
14,752,357 | ||||||||||||
|
|
|||||||||||
Media Diversified and Production - 0.34% |
||||||||||||
Live Nation Worldwide, Inc. (aka SFX Entertainment), Senior Secured First Lien Term B Loan, 4.500%, 11/07/2016 |
Ba2 | 997,220 | 1,003,323 | |||||||||
|
|
|||||||||||
Metals and Mining - 1.32% |
||||||||||||
MRC Global (aka McJunkin Corp.), Senior Secured First Lien Term B Loan, 6.000%, 11/08/2019 |
Ba2 | 3,817,308 | 3,844,334 | |||||||||
|
|
|||||||||||
Retail - 11.88% |
||||||||||||
Academy, Ltd., Senior Secured First Lien Initial Term Loan, 4.500%, 08/03/2018 |
B2 | 2,951,447 | 2,967,591 | |||||||||
Albertsons LLC, Senior Secured First Lien Term B-1 Loan, 4.250%, 03/21/2016 |
NR | 216,848 | 214,679 | |||||||||
Albertsons LLC, Senior Secured First Lien Term B-2 Loan, 4.750%, 03/21/2019 |
NR | 337,319 | 335,738 | |||||||||
BJs Wholesale Club, Inc., Senior Secured First Lien Replacement Term Loan, 4.250%, 09/26/2019 |
B2 | 2,985,019 | 2,979,422 | |||||||||
Burlington Coat Factory Warehouse Corp., Senior Secured First Lien Term B-1 Loan, 4.250%, 02/23/2017 |
B3 | 2,192,647 | 2,197,032 | |||||||||
Chinos Acquisition Corp. (aka J. Crew Group, Inc.), Senior Secured First Lien New Term B1 Loan, 4.000%, 03/07/2018 |
B1 | 3,008,678 | 2,999,276 | |||||||||
Collective Brands Finance, Inc. (aka Payless ShoeSource), Senior Secured First Lien Term Loan, 7.250%, 10/09/2019 |
B1 | 1,614,846 | 1,639,069 | |||||||||
Container Store, Inc., Senior Secured First Lien Term B3 Loan, 5.500%, 04/08/2019 |
B3 | 3,070,061 | 3,079,670 | |||||||||
DBP Holdings Corp., Senior Secured First Lien Initial Term Loan, 5.000%, 10/11/2019 |
B2 | 1,297,826 | 1,301,077 | |||||||||
Leslies Poolmart, Inc., Senior Secured Tranche B First Lien Term Loan, 5.250%, 10/16/2019 |
B2 | 2,930,340 | 2,943,776 | |||||||||
National Vision, Inc., Senior Secured First Lien Term Loan, 7.000%, 08/10/2018 |
B1 | 1,185,000 | 1,190,925 | |||||||||
Neiman Marcus Group, Inc., Senior Secured First Lien Extended Term Loan, 4.000%, 05/16/2018 |
B2 | 2,000,000 | 1,996,770 | |||||||||
Party City Holdings, Inc., Senior Secured First Lien Replacement Term Loan, 4.250%, 07/29/2019 |
B2 | 1,060,888 | 1,055,807 | |||||||||
Smart & Final Stores LLC, Senior Secured First Lien Term Loan, 4.500%, 11/15/2019 |
B3 | 3,459,182 | 3,441,886 | |||||||||
Sports Authority, Inc. (aka TSA), Senior Secured First Lien Term B Loan, 7.500%, 11/16/2017 |
B3 | 4,875,000 | 4,893,281 | |||||||||
Sprouts Farmers Markets Holdings LLC, Senior Secured First Lien Initial Term Loan, 4.500%, 04/23/2020 |
B2 | 1,500,000 | 1,501,875 | |||||||||
|
|
|||||||||||
34,737,874 | ||||||||||||
|
|
Semi-Annual Report | June 30, 2013 |
11 |
Blackstone / GSO Senior Floating Rate Term Fund | Portfolio of Investments | |
June 30, 2013 (Unaudited) |
Moodys Rating | Principal Amount |
Market Value | ||||||||||
Services - Business - 13.38% |
||||||||||||
4L Holdings Corp. (aka Clover Technology), Senior Secured First Lien Term Loan, 6.750%, 05/07/2018 |
B2 | $1,304,348 | $1,304,348 | |||||||||
Advantage Sales & Marketing, Inc., Senior Secured Second Lien Term Loan, 8.250%, 06/18/2018 |
Ba3 | 4,714,286 | 4,745,706 | |||||||||
Alix Partners LLP, Senior Seucred First Lien Refinancing Term B-2 Loan, 4.500%, 06/28/2019 |
Ba3 | 2,970,075 | 2,984,005 | |||||||||
BarBri, Inc., Senior Secured First Lien Term Loan, 6.000%, 06/19/2017 |
B1 | 3,049,375 | 3,054,452 | |||||||||
Crossmark Holdings, Inc., Senior Secured First Lien Term Loan, 4.500%, 12/20/2019 |
B1 | 1,699,009 | 1,697,591 | |||||||||
Epicor Software Corp., Senior Secured First Lien Term B Loan, 4.500%, 05/16/2018 |
Ba3 | 1,972,494 | 1,979,890 | |||||||||
MoneyGram Payment Systems Worldwide, Inc., Senior Secured First Lien Term B Loan, 4.250%, 03/27/2020 |
Ba1 | 1,421,922 | 1,428,150 | |||||||||
PGA Holdings, Inc. (aka Press Ganey), Senior Secured First Lien Term Loan, 4.250%, 04/20/2018 |
B2 | 2,572,932 | 2,567,568 | |||||||||
Scitor Corp., Senior Secured First Lien Term Loan, 5.000%, 02/15/2017 |
B2 | 584,089 | 572,408 | |||||||||
Sedgwick Holdings, Inc., Senior Secured Second Lien Term B Loan, 8.000%, 12/12/2018 |
B1 | 5,000,000 | 5,046,875 | |||||||||
StoneRiver Group LP, Senior Secured First Lien Initial Term Loan, 4.500%, 11/29/2019 |
B2 | 2,612,903 | 2,597,108 | |||||||||
SurveyMonkey.com LLC, Senior Secured First Lien Term Loan, 5.500%, 02/07/2019 |
B1 | 2,448,409 | 2,457,591 | |||||||||
Transaction Network Services, Senior Secured First Lien Term Loan, 5.000%, 02/14/2020 |
B1 | 2,076,211 | 2,088,326 | |||||||||
Truven Health Analytics, Inc., Senior Secured New Tranche B First Lien Term Loan, 4.500%, 06/06/2019 |
Ba3 | 3,607,466 | 3,605,229 | |||||||||
U.S. Security Associates Holdings, Inc., Senior Secured First Lien Delayed Draw Term Loan, 6.000%, 07/28/2017 |
Ba3 | 201,203 | 202,775 | |||||||||
U.S. Security Associates Holdings, Inc., Senior Secured First Lien Term B Loan, 6.000%, 07/26/2017 |
Ba3 | 1,192,106 | 1,201,423 | |||||||||
ValleyCrest Companies LLC, Senior Secured First Lien Initial Term Loan, 5.500%, 06/07/2019 |
B2 | 1,578,947 | 1,577,171 | |||||||||
|
|
|||||||||||
39,110,616 | ||||||||||||
|
|
|||||||||||
Services - Consumer - 2.91% |
||||||||||||
Alliance Laundry Systems LLC, Senior Secured First Lien Term Loan, 4.500%, 12/10/2018 |
B1 | 587,109 | 590,411 | |||||||||
Aramark Corp., Senior Secured First Lien Term D Loan, 4.000%, 09/09/2019 |
Ba3 | 2,999,916 | 2,999,916 | |||||||||
California Pizza Kitchen, Inc., Senior Secured First Lien Term Loan 5.250%, 03/29/2018 |
B3 | 2,476,744 | 2,482,936 | |||||||||
Monitronics International, Inc., Senior Secured First Lien Term B Loan, 4.250%, 03/23/2018 |
B2 | 1,433,503 | 1,438,878 | |||||||||
Spin Holdco, Inc. (aka Coinmach Corp.), Senior Secured First Lien Initial Term Loan, 4.250%, 11/14/2019 |
B2 | 1,000,000 | 997,815 | |||||||||
|
|
|||||||||||
8,509,956 | ||||||||||||
|
|
|||||||||||
Telecommunications - 8.45% |
||||||||||||
Avaya, Inc., Senior Secured B-3 Extended First Lien Term B-3 Loan, 4.773%, 10/26/2017 |
B1 | 4,900,908 | 4,308,339 | |||||||||
Fairpoint Communications, Inc., Senior Secured First Lien Term Loan, 7.500%, 02/14/2019 |
Ba2 | 2,992,500 | 2,936,929 | |||||||||
Fibertech Networks LLC (aka Firefox), Senior Secured First Lien Term Loan, 5.750%, 12/18/2019 |
B2 | 3,078,330 | 3,107,836 | |||||||||
Intelsat Jackson Holdings SA, Senior Secured First Lien Tranche B-1 Term Loan, 4.250%, 04/02/2018 |
B1 | 1,384,002 | 1,388,673 | |||||||||
Leap Wireless International, Inc. (Cricket Communications), Senior Secured First Lien Term Loan, 4.750%, 10/10/2019 |
Ba2 | 2,896,556 | 2,872,427 | |||||||||
Securus Technologies Holdings, Inc., Senior Secured First Lien Initial Term Loan, 4.750%, 04/30/2020 |
Caa2 | 493,827 | 491,205 | |||||||||
Syniverse Holdings, Inc., (Buccaneer Merger Sub., Inc.), Senior Secured First Lien Term Loan, 5.000%, 04/23/2019 |
B1 | 2,970,000 | 2,968,159 | |||||||||
Wide Open West Finance LLC, Senior Secured First Lien Term B Loan, 4.750%, 04/01/2019 |
Ba2 | 3,732,447 | 3,749,560 | |||||||||
Zayo Group LLC (Zayo Capital, Inc.), Senior Secured First Lien Term Loan, 4.500%, 07/02/2019 |
B2 | 2,888,423 | 2,890,821 | |||||||||
|
|
|||||||||||
24,713,949 | ||||||||||||
|
|
12 |
www.blackstone-gso.com |
Blackstone / GSO Senior Floating Rate Term Fund | Portfolio of Investments | |
June 30, 2013 (Unaudited) |
Moodys Rating | Principal Amount |
Market Value | ||||||||||
Transportation Cargo - 1.10% |
||||||||||||
Nexeo Solutions LLC (aka Ashland Distribution), Senior Secured First Lien Initial Term Loan, 5.000%, 09/08/2017 |
B1 | $3,258,333 | $3,222,687 | |||||||||
|
|
|||||||||||
Transportation Consumer - 0.68% |
||||||||||||
Sabre, Inc., Senior Secured First Lien Term B Loan, 5.250%, 02/19/2019 |
B1 | 1,032,084 | 1,040,036 | |||||||||
U.S. Airways, Inc., Senior Secured First Lien Tranche B-1 Term Loan, 4.250%, 05/22/2019 |
B3 | 944,882 | 935,131 | |||||||||
|
|
|||||||||||
1,975,167 | ||||||||||||
|
|
|||||||||||
Utilities Electric - 0.32% |
||||||||||||
Panda Temple Power LLC, Senior Secured First Lien Term Loan, 7.250%, 04/03/2019 |
NR | 927,273 | 936,545 | |||||||||
|
|
|||||||||||
Utilities, Oil & Gas - 0.58% |
||||||||||||
EquiPower Resources Holdings LLC, Senior Secured First Lien Term C Loan, 4.250%, 12/21/2019 |
Ba3 | 1,451,613 | 1,444,355 | |||||||||
EquiPower Resources Holdings LLC, Senior Secured First Lien Term Loan, 4.250%, 12/21/2018 |
Ba3 | 241,935 | 241,028 | |||||||||
|
|
|||||||||||
1,685,383 | ||||||||||||
|
|
|||||||||||
TOTAL FLOATING RATE LOAN INTERESTS (Cost $403,995,446) |
404,267,706 | |||||||||||
|
|
|||||||||||
CORPORATE BONDS - 8.15% |
||||||||||||
Beverage, Food and Tobacco - 0.71% |
||||||||||||
Del Monte Foods Co., Senior Unsecured Bond, 7.625%, 02/15/2019 |
Caa1 | 2,000,000 | 2,065,000 | |||||||||
|
|
|||||||||||
Consumer Goods Durable - 0.35% |
||||||||||||
Reynolds Group Holdings, Inc., Senior Unsecured Bond, 5.750%, 10/15/2020 |
Ba2 | 1,000,000 | 1,010,000 | |||||||||
|
|
|||||||||||
Energy, Oil and Gas - 1.01% |
||||||||||||
CrownRock LP / CrownRock Finance, Inc., Senior Unsecured Bond, 7.125%, 04/15/2021(b) |
Caa1 | 3,000,000 | 2,955,000 | |||||||||
|
|
|||||||||||
Healthcare and Pharmaceuticals - 0.69% |
||||||||||||
Aurora Diagnostics Holdings LLC, Senior Unsecured Bond, 10.750%, 01/15/2018 |
Caa1 | 3,000,000 | 2,025,000 | |||||||||
|
|
|||||||||||
High Tech Industries - 1.62% |
||||||||||||
Allen Systems Group, Inc., Senior Secured Bond, 10.500%, 11/15/2016(b) |
Caa2 | 3,983,000 | 2,628,780 | |||||||||
Viasystems, Inc., Senior Unsecured Bond, 7.875%, 05/01/2019(b) |
B2 | 2,000,000 | 2,120,000 | |||||||||
|
|
|||||||||||
4,748,780 | ||||||||||||
|
|
|||||||||||
Hotels, Gaming and Leisure - 0.76% |
||||||||||||
Carlson Wagonlit BV, Senior Unsecured Bond, 6.875%, 06/15/2019(b) |
B1 | 1,000,000 | 1,015,000 | |||||||||
Six Flags Theme Parks, Inc., Senior Unsecured Bond, 5.250%, 01/15/2021(b) |
B3 | 1,250,000 | 1,209,375 | |||||||||
|
|
|||||||||||
2,224,375 | ||||||||||||
|
|
|||||||||||
Media Broadcasting and Subscription - 0.50% |
||||||||||||
Entercom Radio LLC, Senior Unsecured Bond, 10.500%, 12/01/2019 |
Caa1 | 1,300,000 | 1,465,750 | |||||||||
|
|
|||||||||||
Retail - 0.36% |
||||||||||||
Chinos Acquisition Corp. (aka J. Crew Group, Inc.), Senior Unsecured Bond, 8.125%, 03/01/2019 |
Caa1 | 1,000,000 | 1,055,000 | |||||||||
|
|
Semi-Annual Report | June 30, 2013 |
13 |
Blackstone / GSO Senior Floating Rate Term Fund |
Portfolio of Investments | |
June 30, 2013 (Unaudited) |
Moodys Rating | Principal Amount |
Market Value | ||||||||||
Services - Consumer - 0.36% |
||||||||||||
Monitronics International, Inc., Senior Unsecured Bond, 9.125%, 04/01/2020 |
Caa1 | $1,000,000 | $1,040,000 | |||||||||
|
|
|||||||||||
Telecommunications - 1.79% |
||||||||||||
Cincinnati Bell, Inc. (aka Broadwing, Inc.), Senior Unsecured Bond, 8.375%, 10/15/2020 |
B1 | 2,043,000 | 2,114,505 | |||||||||
Fairpoint Communications, Inc., Senior Secured Bond, 8.750%, 08/15/2019(b) |
B2 | 1,000,000 | 995,000 | |||||||||
Intelsat Jackson Holdings SA, Senior Unsecured Bond, 7.250%, 10/15/2020 |
B1 | 2,000,000 | 2,110,000 | |||||||||
|
|
|||||||||||
5,219,505 | ||||||||||||
|
|
|||||||||||
TOTAL CORPORATE BONDS (Cost $25,634,240) |
23,808,410 | |||||||||||
|
|
|||||||||||
Total Investments - 146.45% (Cost $429,629,686) |
428,076,116 | |||||||||||
Assets in Excess of Other Liabilities - 2.85% |
8,330,868 | |||||||||||
|
|
|||||||||||
Term Preferred Shares - (16.46)%* |
||||||||||||
(plus distributions payable on term preferred shares) |
(48,104,398 | ) | ||||||||||
|
|
|||||||||||
Senior Secured Notes - (32.84)% |
(96,000,000 | ) | ||||||||||
|
|
|||||||||||
Net Assets - 100.00% |
$292,302,586 | |||||||||||
|
|
Amounts above are shown as a percentage of net assets as of June 30, 2013.
* | Series A Floating Rate Cumulative Term Preferred Shares, Term Preferred Shares. |
(a) | The interest rate shown represents the rate at period end. |
(b) | Security exempt from registration under Rule 144A of the Securities Act of 1933. Total market value of Rule 144A securities amounts to $10,923,155, which represents 3.74% of net assets as of June 30, 2013. |
See Notes to Financial Statements
14 |
www.blackstone-gso.com |
Blackstone / GSO Long-Short Credit Income Fund | Portfolio of Investments | |
June 30, 2013 (Unaudited) |
Moodys Rating | Principal Amount |
Market Value | ||||||||||
FLOATING RATE LOAN INTERESTS(a) - 86.03% |
||||||||||||
Aerospace and Defense - 2.08% |
||||||||||||
Camp Systems International Holdings Co., Senior Secured First Lien Refinance Term Loan, 5.250%, 05/31/2019 |
B1 | $583,824 | $590,876 | |||||||||
DAE Aviation Holdings, Inc., Senior Secured First Lien Term B-1 Loan, 6.250%, 11/02/2018 |
B3 | 1,086,452 | 1,091,884 | |||||||||
DAE Aviation Holdings, Inc., Senior Secured First Lien Term B-2 Loan, 6.250%, 11/02/2018 |
B3 | 492,525 | 494,988 | |||||||||
Landmark Aviation (LM U.S. Member LLC), Senior Secured First Lien Canadian Term Loan, 5.750%, 10/25/2019 |
B3 | 129,557 | 130,691 | |||||||||
Landmark Aviation (LM U.S. Member LLC), Senior Secured First Lien Initial Term Loan, 5.750%, 10/25/2019 |
B3 | 1,528,776 | 1,542,153 | |||||||||
Sequa Corp., Senior Secured First Lien Term Loan, 5.250%, 06/19/2017 |
B2 | 1,145,895 | 1,150,667 | |||||||||
|
|
|||||||||||
5,001,259 | ||||||||||||
|
|
|||||||||||
Automotive - 2.96% |
||||||||||||
Affinia Group, Inc., Senior Secured Tranche B-2 First Lien Term Loan, 4.750%, 04/27/2020 |
B3 | 1,133,333 | 1,131,917 | |||||||||
CCC Information Services, Inc., Senior Secured First Lien Term Loan, 4.000%, 12/20/2019 |
B1 | 1,701,607 | 1,693,099 | |||||||||
Chrysler Group LLC, Senior Secured First Lien Tranche B Term Loan, 4.250%, 05/24/2017 |
Ba2 | 3,303,769 | 3,321,328 | |||||||||
Jason, Inc., Senior Secured First Lien Term Loan, 5.000%, 02/28/2019 |
B1 | 977,778 | 980,222 | |||||||||
|
|
|||||||||||
7,126,566 | ||||||||||||
|
|
|||||||||||
Banking, Finance, and Real Estate - 2.01% |
||||||||||||
AmWins Group LLC, Senior Secured First Lien Term B Loan, |
B2 | 1,485,038 | 1,493,086 | |||||||||
Asurion LLC, Senior Secured Tranche B-1 First Lien Incremental Term Loan, 4.500%, 05/24/2019 |
Ba2 | 943,441 | 936,601 | |||||||||
Cunningham Lindsey Corp., Senior Secured First Lien Term Loan, 5.000%, 12/10/2019 |
B1 | 1,865,625 | 1,865,625 | |||||||||
First Data Corp., Senior Secured First Lien Term B Loan, |
B1 | 545,455 | 532,615 | |||||||||
|
|
|||||||||||
4,827,927 | ||||||||||||
|
|
|||||||||||
Beverage, Food and Tobacco - 2.74% |
||||||||||||
Advance Pierre Foods, Inc., Senior Secured First Lien Term Loan, 5.750%, 07/10/2017 |
B1 | 1,617,568 | 1,626,666 | |||||||||
Roundys Supermarkets, Inc., Senior Secured Tranche B First Lien Term Loan, 5.750%, 02/13/2019 |
B1 | 552,286 | 539,860 | |||||||||
U.S. Foods, Inc., Senior Secured First Lien Term Loan, |
B3 | 4,463,523 | 4,426,699 | |||||||||
|
|
|||||||||||
6,593,225 | ||||||||||||
|
|
|||||||||||
Capital Equipment - 1.96% |
||||||||||||
BakerCorp International, Inc., Senior Secured First Lien Replacement Term Loan, 4.250%, 02/07/2020 |
Ba3 | 997,500 | 994,074 | |||||||||
Sensus U.S.A., Inc. (fka Sensus Metering Systems), Senior Secured Second Lien Term Loan, 8.500%, 05/09/2018 |
Ba2 | 3,714,286 | 3,705,000 | |||||||||
|
|
|||||||||||
4,699,074 | ||||||||||||
|
|
|||||||||||
Chemicals, Plastics and Rubber - 1.55% |
||||||||||||
Ineos Finance PLC, Senior Secured First Lien Dollar Term Loan, 4.000%, 05/04/2018 |
B1 | 489,562 | 480,461 | |||||||||
Pinnacle Operating Corp., Senior Secured First Lien Term B Loan, 4.750%, 11/15/2018 |
B2 | 2,566,790 | 2,569,190 | |||||||||
VWR International, Inc., Senior Secured First Lien U.S. Term Loan, 4.195%, 04/03/2017 |
B1 | 667,039 | 666,416 | |||||||||
|
|
|||||||||||
3,716,067 | ||||||||||||
|
|
|||||||||||
Construction and Building - 2.19% |
||||||||||||
Custom Building Products, Inc., Senior Secured First Lien Term Loan, 6.000%, 12/16/2019 |
B1 | 2,235,852 | 2,244,237 | |||||||||
Genarac Power Systems, Inc., Senior Secured First Lien Term B Facility Loan, 3.500%, 05/30/2018 |
B2 | 1,870,238 | 1,860,887 |
Semi-Annual Report | June 30, 2013 |
15 |
Blackstone / GSO Long-Short Credit Income Fund |
Portfolio of Investments | |
June 30, 2013 (Unaudited) |
Moodys Rating | Principal Amount |
Market Value | ||||||||||
Construction and Building (continued) |
||||||||||||
SRS Distribution, Inc., Senior Secured First Lien Term Loan, 4.750%, 09/02/2019 |
B2 | $1,157,895 | $1,152,105 | |||||||||
|
|
|||||||||||
5,257,229 | ||||||||||||
|
|
|||||||||||
Consumer Goods Durable - 4.34% |
||||||||||||
Apex Tool Group LLC, Senior Secured First Lien Term Loan, 4.500%, 01/31/2020 |
B2 | 710,194 | 711,615 | |||||||||
Hupah Finance, Inc., Senior Secured First Lien Initial Term Loan, 4.500%, 01/21/2019 |
B2 | 4,764,435 | 4,776,370 | |||||||||
MModal, Inc., Senior Secured First Lien Term B Loan, 7.500%, 08/15/2019 |
Ba3 | 2,602,247 | 2,542,083 | |||||||||
Spectrum Brands, Inc., Senior Secured First Lien Term B Loan, 4.500%, 12/17/2019 |
Ba3 | 413,286 | 415,353 | |||||||||
Vision Solutions, Inc., Senior Secured Second Lien Term Loan, 9.500%, 07/23/2017 |
B2 | 2,000,000 | 1,980,000 | |||||||||
|
|
|||||||||||
10,425,421 | ||||||||||||
|
|
|||||||||||
Consumer Goods Non Durable - 4.36% |
||||||||||||
Acosta, Inc., Senior Secured First Lien Term D Loan, 5.000%, 03/01/2018 |
B1 | 2,168,368 | 2,185,530 | |||||||||
Armored AutoGroup, Inc. (fka Viking Acquisition, Inc. (aka Global AutoCare)), Senior Secured First Lien Term B Loan, 6.000%, 11/05/2016 |
Ba3 | 4,867,632 | 4,850,888 | |||||||||
Inmar, Inc., Senior Secured First Lien Term Loan, 6.500%, 08/12/2018 |
B1 | 217,186 | 217,457 | |||||||||
Revlon Consumer Products Corp., Senior Secured First Lien Replacement Term Loan, 4.000%, 11/20/2017 |
Ba2 | 941,557 | 948,031 | |||||||||
Totes Isotoner Corp., Senior Secured First Lien Delayed Draw Term Loan, 7.250%, 07/07/2017 |
B3 | 212,874 | 213,539 | |||||||||
Totes Isotoner Corp., Senior Secured First Lien Initial Term Loan, 7.250%, 07/07/2017 |
B3 | 2,053,013 | 2,059,428 | |||||||||
|
|
|||||||||||
10,474,873 | ||||||||||||
|
|
|||||||||||
Containers, Packaging and Glass - 1.39% |
||||||||||||
John Henry Holdings, Inc. (aka Multi Packaging Solutions), Senior Secured First Lien Term Loan, 6.000%, 12/06/2018 |
B2 | 2,985,000 | 3,014,850 | |||||||||
Ranpak Corp., Senior Secured First Lien Term Loan, 4.500%, 04/23/2019 |
Ba3 | 325,581 | 326,395 | |||||||||
|
|
|||||||||||
3,341,245 | ||||||||||||
|
|
|||||||||||
Energy Electricity - 1.61% |
||||||||||||
La Frontera Generation LLC, Senior Secured First Lien Term Loan, 4.500%, 09/30/2020 |
B1 | 1,020,408 | 1,014,673 | |||||||||
Star West Generation LLC, Senior Secured First Lien Term B Advance Loan, 4.250%, 03/13/2020 |
Ba3 | 1,546,148 | 1,554,846 | |||||||||
Topaz Power Holdings LLC, Senior Secured First Lien Term Loan, 5.250%, 02/26/2020 |
B1 | 1,304,918 | 1,306,875 | |||||||||
|
|
|||||||||||
3,876,394 | ||||||||||||
|
|
|||||||||||
Energy, Oil and Gas - 2.70% |
||||||||||||
EMG Utica LLC, Senior Secured First Lien Term Loan, 4.750%, 03/27/2020 |
B2 | 2,472,028 | 2,465,848 | |||||||||
Samson Investment Co., Senior Secured Second Lien Initial Term Loan, 6.000%, 09/25/2018 |
B1 | 735,294 | 735,294 | |||||||||
Sheridan Production Partners LP, Senior Secured Tranche B-2 First Lien Term Loan [PRT I], 5.000%, 10/01/2019 |
B1 | 1,611,032 | 1,607,004 | |||||||||
Sheridan Production Partners LP, Senior Secured Tranche B-2 First Lien Term Loan [PRT I-A], 5.000%, 10/01/2019 |
B1 | 213,475 | 212,941 | |||||||||
Sheridan Production Partners LP, Senior Secured Tranche B-2 First Lien Term Loan, 5.000%, 10/01/2019 |
B1 | 130,392 | 130,066 | |||||||||
Tallgrass Energy Partners LP, Senior Secured First Lien Term Loan, 5.250%, 11/13/2018 |
Ba3 | 885,081 | 891,171 | |||||||||
W3 Co., Senior Secured First Lien Term Loan, 5.750%, 03/13/2020 |
B1 | 446,087 | 448,875 | |||||||||
|
|
|||||||||||
6,491,199 | ||||||||||||
|
|
|||||||||||
Environmental Industries - 1.03% |
||||||||||||
ADS Waste Holdings, Inc., Senior Secured Tranche B First Lien Term Loan, 4.250%, 10/09/2019 |
B2 | 1,274,384 | 1,273,110 |
16 |
www.blackstone-gso.com |
Blackstone / GSO Long-Short Credit Income Fund | Portfolio of Investments | |
June 30, 2013 (Unaudited) |
Moodys Rating | Principal Amount |
Market Value | ||||||||||
Environmental Industries (continued) |
||||||||||||
PSC Industrial Outsourcing LP, Senior Secured First Lien Term Loan, 7.250%, 07/29/2016 |
B1 | $1,194,576 | $1,199,552 | |||||||||
|
|
|||||||||||
2,472,662 | ||||||||||||
|
|
|||||||||||
Healthcare and Pharmaceuticals - 6.72% |
||||||||||||
Ardent Medical Services, Inc., Senior Secured First Lien Term Loan, 6.750%, 07/02/2018 |
B1 | 924,488 | 933,738 | |||||||||
CHG Buyer Corp., Senior Secured First Lien Term Loan, 5.000%, 11/19/2019 |
B2 | 995,238 | 1,001,144 | |||||||||
Immucor, Inc., Senior Secured First Lien Term B-2 Loan, 5.000%, 08/17/2018 |
Ba3 | 188,073 | 189,108 | |||||||||
Kinetic Concepts, Inc., Senior Secured First Lien Tranche C Dollar |
Ba2 | 1,700,806 | 1,706,546 | |||||||||
National Specialty Hospitals, Inc., Senior Secured First Lien Initial Term Loan, 8.250%, 02/03/2017 |
B2 | 2,432,888 | 2,432,888 | |||||||||
Onex Carestream Finance LP, Senior Secured First Lien Term Loan, 5.000%, 06/07/2019 |
B1 | 3,508,917 | 3,476,564 | |||||||||
Sheridan Holdings, Inc., Senior Secured First Lien Initial Term Loan, 4.500%, 06/29/2018 |
B1 | 1,688,404 | 1,694,736 | |||||||||
Smile Brands Group, Inc., Senior Secured First Lien Term B Loan, 7.000%, 12/21/2017 |
Ba3 | 2,650,680 | 2,604,306 | |||||||||
United Surgical Partners International, Inc., Senior Secured New Tranche B First Lien Term Loan, 4.750%, 04/03/2019 |
Ba3 | 2,110,113 | 2,108,805 | |||||||||
|
|
|||||||||||
16,147,835 | ||||||||||||
|
|
|||||||||||
High Tech Industries - 12.80% |
||||||||||||
Blackboard, Inc., Senior Secured First Lien Term B-2 Loan, 6.250%, 10/04/2018 |
B1 | 2,977,538 | 3,012,285 | |||||||||
Blue Coat Systems, Inc., Senior Secured First Lien Term Loan, 4.500%, 05/31/2019 |
B2 | 1,063,393 | 1,060,288 | |||||||||
CompuCom Systems, Inc., Senior Secured First Lien Term Loan, 4.250%, 05/11/2020 |
B2 | 1,789,474 | 1,764,868 | |||||||||
Hyland Software, Inc., Senior Secured First Lien Term Loan, 5.500%, 10/25/2019 |
B2 | 1,468,033 | 1,475,828 | |||||||||
Ion Trading Technologies S.A.R.L., Senior Secured First Lien Tranche B-1 Term Loan, 4.500%, 05/22/2020 |
B3 | 1,875,000 | 1,869,525 | |||||||||
Kronos, Inc. (aka Seahawk Acquisition Corp.), Senior Secured First Lien Incremental Term Loan, 4.500%, 10/30/2019 |
B1 | 3,980,000 | 3,998,905 | |||||||||
MMI International Ltd., Senior Secured First Lien Term Loan, 7.250%, 11/02/2018 |
Ba3 | 1,787,234 | 1,751,489 | |||||||||
Presidio, Inc., Senior Secured First Lien Term Loan, 5.750%, 03/31/2017 |
B1 | 4,636,621 | 4,601,847 | |||||||||
Rovi Solutions Corp., Senior Secured First Lien Tranche B-2 Term Loan, 3.500%, 03/29/2019 |
Ba2 | 1,995,000 | 1,992,507 | |||||||||
Shield Finance Co. S.A.R.L. (aka Sophos PLC), Senior Secured First Lien Term B-2 Incremental Loan, 6.500%, 05/10/2019 |
B2 | 1,091,912 | 1,093,277 | |||||||||
Six3 Systems, Inc., Senior Secured First Lien Term B Loan, 7.000%, 10/04/2019 |
B2 | 2,290,814 | 2,336,630 | |||||||||
Sophia LP, Senior Secured First Lien Additional Term B Loan, 4.500%, 07/19/2018 |
Ba3 | 3,086,074 | 3,097,646 | |||||||||
Technicolor S.A., Senior Secured First Lien Term A2 Facility Loan, 6.750%, 5/26/2016 |
B3 | 418,190 | 422,374 | |||||||||
Technicolor S.A., Senior Secured First Lien Term B2 Facility Loan, 7.750%, 5/26/2017 |
B3 | 1,255,706 | 1,268,270 | |||||||||
Vertafore, Inc., Senior Secured Second Lien Term Loan, 9.750%, 10/27/2017 |
B1 | 1,000,000 | 1,027,500 | |||||||||
|
|
|||||||||||
30,773,239 | ||||||||||||
|
|
|||||||||||
Hotels, Gaming and Leisure - 2.47% |
||||||||||||
Alpha Topco Ltd. (Formula One), Senior Secured First Lien New Facility Term B Loan, 4.500%, 04/30/2019 |
B2 | 2,750,460 | 2,751,147 | |||||||||
Centaur LLC, Senior Secured First Lien Term Loan, 5.250%, 02/20/2019 |
B1 | 1,881,958 | 1,879,606 | |||||||||
Peninsula Gaming LLC, Senior Secured First Lien Term Loan, 4.250%, 08/03/2017 |
B2 | 1,309,211 | 1,311,665 | |||||||||
|
|
|||||||||||
5,942,418 | ||||||||||||
|
|
|||||||||||
Media Advertising, Printing and Publishing - 1.50% |
||||||||||||
InfoGroup, Inc., Senior Secured First Lien Term B Loan, 7.500%, 05/28/2018 |
B1 | 1,052,197 | 958,815 | |||||||||
RBS Holding Co. LLC, Senior Secured First Lien Term B Loan, 9.250%, 03/23/2017 |
B1 | 3,910,000 | 1,407,600 | |||||||||
SGS International, Inc. (aka Southern Graphics/Logo Merger Sub), Senior Secured First Lien Term Loan, 5.000%, 10/17/2019 |
B1 | 1,243,750 | 1,248,420 | |||||||||
|
|
|||||||||||
3,614,835 | ||||||||||||
|
|
Semi-Annual Report | June 30, 2013 |
17 |
Blackstone / GSO Long-Short Credit Income Fund | Portfolio of Investments | |
June 30, 2013 (Unaudited) |
Moodys Rating | Principal Amount |
Market Value | ||||||||||
Media Broadcasting and Subscription - 3.94% |
||||||||||||
Barrington Broadcasting Group LLC, Senior Secured Tranche 2 First Lien Term Loan, 7.500%, 06/14/2017 |
B2 | $963,158 | $962,560 | |||||||||
Entercom Radio LLC, Senior Secured First Lien Term B Loan, 5.000%, 11/23/2018 |
B2 | 622,651 | 629,811 | |||||||||
FoxCo Acquisition Sub. LLC, Senior Secured First Lien Term Loan, 5.500%, 07/14/2017 |
B1 | 1,261,325 | 1,275,522 | |||||||||
Hubbard Radio LLC, Senior Secured First Lien Term Loan, 4.500%, 04/29/2019 |
Ba3 | 2,285,714 | 2,297,143 | |||||||||
NEP/NCP Holdco, Inc., Senior Secured First Lien Term Loan, 4.750%, 01/22/2020 |
B1 | 333,519 | 335,882 | |||||||||
RCN Corp., Senior Secured First Lien Term B Loan, 5.250%, 03/02/2020 |
B1 | 1,319,399 | 1,327,052 | |||||||||
Univision Communications, Inc., Senior Secured First Lien Incremental Loan, 4.000%, 03/01/2020 |
B2 | 2,695,946 | 2,645,963 | |||||||||
|
|
|||||||||||
9,473,933 | ||||||||||||
|
|
|||||||||||
Metals and Mining - 0.96% |
||||||||||||
MRC Global (aka McJunkin Corp.), Senior Secured First Lien Term B Loan, 6.250%, 10/24/2019 |
Ba2 | 2,290,385 | 2,306,600 | |||||||||
|
|
|||||||||||
Retail - 8.00% |
||||||||||||
Academy, Ltd., Senior Secured First Lien Initial Term Loan, 4.500%, 08/03/2018 |
B2 | 1,966,391 | 1,977,147 | |||||||||
Albertsons LLC, Senior Secured First Lien Term B-1 Loan, 4.250%, 03/21/2016 |
NR | 216,848 | 214,679 | |||||||||
Albertsons LLC, Senior Secured First Lien Term B-2 Loan, 4.750%, 03/21/2019 |
NR | 337,319 | 335,739 | |||||||||
BJs Wholesale Club, Inc., Senior Secured First Lien Replacement Term Loan, 4.250%, 09/26/2019 |
B2 | 2,985,019 | 2,979,422 | |||||||||
Collective Brands Finance, Inc. (aka Payless ShoeSource), Senior Secured First Lien Term Loan, 7.250%, 10/09/2019 |
B1 | 1,614,846 | 1,639,069 | |||||||||
Container Store, Inc., Senior Secured First Lien Term B3 Loan, 5.500%, 04/08/2019 |
B3 | 2,599,811 | 2,607,948 | |||||||||
National Vision, Inc., Senior Secured First Lien Term Loan, 7.000%, 08/10/2018 |
B1 | 1,185,000 | 1,190,925 | |||||||||
Pilot Travel Centers LLC, Senior Secured Refinancing Tranche B First Lien Term Loan, 3.750%, 03/30/2018 |
Ba2 | 2,992,462 | 2,954,129 | |||||||||
Smart & Final Stores LLC, Senior Secured First Lien Term Loan, 5.750%, 11/15/2019 |
B3 | 1,383,673 | 1,376,754 | |||||||||
Sports Authority, Inc. (aka TSA), Senior Secured First Lien Term B Loan, 7.500%, 11/16/2017 |
B3 | 2,949,584 | 2,960,645 | |||||||||
Sprouts Farmers Markets Holdings LLC, Senior Secured First Lien Initial Term Loan, 4.500%, 04/23/2020 |
B2 | 1,000,000 | 1,001,250 | |||||||||
|
|
|||||||||||
19,237,707 | ||||||||||||
|
|
|||||||||||
Services - Business - 6.62% |
||||||||||||
Advantage Sales and Marketing, Inc., Senior Secured First Lien Term Loan, 4.250%, 12/18/2017 |
Ba3 | 2,144,094 | 2,148,382 | |||||||||
Alix Partners LLP, Senior Seucred First Lien Refinancing Term B-2 Loan, 4.500%, 06/28/2019 |
Ba3 | 2,970,075 | 2,984,005 | |||||||||
Sedgwich Holdings, Inc., Senior Secured First Lien Term B-2 Loan, 4.250%, 06/12/2018 |
B1 | 1,402,704 | 1,406,793 | |||||||||
StoneRiver Group LP, Senior Secured First Lien Initial Term Loan, 4.500%, 11/29/2019 |
B2 | 1,741,935 | 1,731,405 | |||||||||
SurveyMonkey.com LLC, Senior Secured First Lien Term Loan, 5.500%, 02/07/2019 |
B1 | 1,632,273 | 1,638,394 | |||||||||
Transaction Network Services, Senior Secured First Lien Term Loan, 5.000%, 02/14/2020 |
B1 | 1,384,141 | 1,392,217 | |||||||||
Truven Health Analytics, Inc., Senior Secured New Tranche B First Lien Term Loan, 4.500%, 06/06/2019 |
Ba3 | 1,627,428 | 1,626,419 | |||||||||
U.S. Security Associates Holdings, Inc., Senior Secured First Lien Delayed Draw Term Loan, 6.000%, 07/28/2017 |
Ba3 | 201,203 | 202,775 | |||||||||
U.S. Security Associates Holdings, Inc., Senior Secured First Lien Term B Loan, 6.000%, 07/26/2017 |
Ba3 | 1,192,106 | 1,201,423 | |||||||||
ValleyCrest Companies LLC, Senior Secured First Lien Initial Term Loan, 5.500%, 06/07/2019 |
B2 | 1,578,947 | 1,577,171 | |||||||||
|
|
|||||||||||
15,908,984 | ||||||||||||
|
|
|||||||||||
Services - Consumer - 3.32% |
||||||||||||
Alliance Laundry Systems LLC, Senior Secured First Lien Term Loan, 4.500%, 12/10/2018 |
B1 | 587,109 | 590,412 | |||||||||
California Pizza Kitchen, Inc., Senior Secured First Lien Term Loan, 5.250%, 03/29/2018 |
B3 | 2,476,744 | 2,482,936 | |||||||||
Learning Care Group, Senior Secured First Lien Term Loan, 6.000%, 05/08/2019 |
B3 | 2,470,588 | 2,465,968 |
18 |
www.blackstone-gso.com |
Blackstone / GSO Long-Short Credit Income Fund | Portfolio of Investments | |
June 30, 2013 (Unaudited) |
Moodys Rating | Principal Amount |
Market Value | ||||||||||
Services - Consumer (continued) |
||||||||||||
Monitronics International, Inc., Senior Secured First Lien Term B Loan, 4.250%, 03/23/2018 |
B2 | $2,428,486 | $2,437,593 | |||||||||
|
|
|||||||||||
7,976,909 | ||||||||||||
|
|
|||||||||||
Telecommunications - 6.04% |
||||||||||||
Avaya, Inc., Senior Secured B-3 Extended First Lien Term B-3 Loan, 4.788%, 10/26/2017 |
B1 | 2,920,620 | 2,567,488 | |||||||||
Fairpoint Communications, Inc., Senior Secured First Lien Term Loan, 7.500%, 02/14/2019 |
Ba2 | 1,995,000 | 1,957,953 | |||||||||
Fibertech Networks LLC (aka Firefox), Senior Secured First Lien Term Loan, 5.750%, 12/18/2019 |
B2 | 3,451,427 | 3,484,509 | |||||||||
Securus Technologies Holdings, Inc., Senior Secured First Lien Initial Term Loan, 4.750%, 04/30/2020 |
Caa2 | 370,370 | 368,404 | |||||||||
Syniverse Holdings, Inc., (Buccaneer Merger Sub., Inc.), Senior Secured First Lien Term Loan, 5.000%, 4/23/2019 |
B1 | 1,980,000 | 1,978,772 | |||||||||
Wide Open West Finance LLC, Senior Secured First Lien Term B Loan, 4.750%, 04/01/2019 |
Ba2 | 1,747,422 | 1,755,434 | |||||||||
Zayo Group LLC (Zayo Capital, Inc.), Senior Secured First Lien Term Loan, 4.500%, 07/02/2019 |
B2 | 2,404,286 | 2,406,281 | |||||||||
|
|
|||||||||||
14,518,841 | ||||||||||||
|
|
|||||||||||
Transportation Consumer - 1.72% |
||||||||||||
Lineage Logistics LLC, Senior Secured First Lien Term Loan, 4.500%, 04/26/2019 |
B3 | 2,857,143 | 2,855,957 | |||||||||
Sabre, Inc., Senior Secured First Lien Term B Loan, 5.250%, 02/19/2019 |
B1 | 652,420 | 657,447 | |||||||||
U.S. Airways, Inc., Senior Secured First Lien Tranche B-1 Term Loan, 4.250%, 05/22/2019 |
B3 | 629,921 | 623,420 | |||||||||
|
|
|||||||||||
4,136,824 | ||||||||||||
|
|
|||||||||||
Utilities Electric - 0.55% |
||||||||||||
Panda Temple Power LLC, Senior Secured First Lien Term Loan, 7.250%, 04/03/2019 |
NR | 618,182 | 624,364 | |||||||||
Texas Competitive Electric Holdings Co. (aka TXU), Senior Secured Extended First Lien Term B Loan, 4.720%, 10/10/2017 |
B2 | 1,000,000 | 700,440 | |||||||||
|
|
|||||||||||
1,324,804 | ||||||||||||
|
|
|||||||||||
Utilities, Oil & Gas - 0.47% |
||||||||||||
EquiPower Resources Holdings LLC, Senior Secured First Lien Term C Loan, 4.250%, 12/21/2019 |
Ba3 | 967,742 | 962,903 | |||||||||
EquiPower Resources Holdings LLC, Senior Secured First Lien Term Loan, 4.250%, 12/21/2018 |
Ba3 | 161,290 | 160,686 | |||||||||
|
|
|||||||||||
1,123,589 | ||||||||||||
|
|
|||||||||||
TOTAL FLOATING RATE LOAN INTERESTS (Cost $208,744,113) |
206,789,659 | |||||||||||
|
|
|||||||||||
CORPORATE BONDS - 31.21% |
||||||||||||
Automotive - 0.44% |
||||||||||||
Cooper-Standard Automotive, Inc., Senior Secured Bond, 8.500%, |
B2 | 1,000,000 | 1,065,000 | |||||||||
|
|
|||||||||||
Beverage, Food and Tobacco - 1.86% |
||||||||||||
Del Monte Foods Co., Senior Unsecured Bond, 7.625%, 02/15/2019(b) |
Caa1 | 4,330,000 | 4,470,725 | |||||||||
|
|
|||||||||||
Construction and Building - 0.17% |
||||||||||||
Zachry Holdings, Inc., Senior Unsecured Bond, 7.500%, 02/01/2020(b)(c) |
B2 | 400,000 | 414,000 | |||||||||
|
|
|||||||||||
Consumer Goods Durable - 0.92% |
||||||||||||
Reynolds Group Holdings, Inc., Senior Unsecured Bond, 9.875%, |
Caa2 | 1,400,000 | 1,505,000 |
Semi-Annual Report | June 30, 2013 |
19 |
Blackstone / GSO Long-Short Credit Income Fund | Portfolio of Investments | |
June 30, 2013 (Unaudited) |
Moodys Rating | Principal Amount |
Market Value | ||||||||||
Consumer Goods Durable (continued) |
||||||||||||
8.250%, 02/15/2021(b) |
Caa1 | $700,000 | $695,625 | |||||||||
|
|
|||||||||||
2,200,625 | ||||||||||||
|
|
|||||||||||
Consumer Goods Non Durable - 0.82% |
||||||||||||
Revlon Consumer Products Corp., Senior Unsecured Bond, 5.750%, 02/15/2021(b)(c) |
B1 | 2,000,000 | 1,957,500 | |||||||||
|
|
|||||||||||
Energy Electricity - 0.41% |
||||||||||||
Amkor Technology, Inc., Senior Unsecured Bond, 6.375%, 10/01/2022(b) |
B2 | 1,000,000 | 987,500 | |||||||||
|
|
|||||||||||
Energy, Oil and Gas - 9.99% |
||||||||||||
Alta Mesa Holdings LP, Senior Unsecured Bond, 9.625%, 10/15/2018(b) |
B3 | 2,000,000 | 2,085,000 | |||||||||
BreitBurn Energy Partners LP, Senior Unsecured Bond, 7.875%, 04/15/2022(b) |
B3 | 2,000,000 | 2,050,000 | |||||||||
Calumet Specialty Products Partners LP, Senior Unsecured Bond, |
||||||||||||
9.375%, 05/01/2018(b)(c) |
B2 | 1,800,000 | 1,935,000 | |||||||||
9.625%, 08/01/2020(b)(c) |
B2 | 750,000 | 819,375 | |||||||||
Comstock Resources, Inc., Senior Unsecured Bond, 9.500%, 06/15/2020(b) |
B3 | 2,000,000 | 2,170,000 | |||||||||
Crestwood Midstream Partners LP, Senior Unsecured Bond, 7.750%, 04/01/2019(b) |
B3 | 2,000,000 | 2,070,000 | |||||||||
CrownRock LP / CrownRock Finance, Inc., Senior Unsecured Bond, 7.125%, 04/15/2021(b)(c) |
Caa1 | 2,000,000 | 1,970,000 | |||||||||
Forest Oil Corp., Senior Unsecured Bond, 7.500%, 09/15/2020(b)(c) |
B3 | 1,000,000 | 955,000 | |||||||||
PDC Energy, Inc., Senior Unsecred Bond, 7.750%, 10/15/2022(b)(c) |
B3 | 3,000,000 | 3,112,500 | |||||||||
Resolute Energy Corp., Senior Unsecured Bond, 8.500%, 05/01/2020(b) |
B3 | 4,750,000 | 4,856,875 | |||||||||
SandRidge Energy, Inc., Senior Unsecured Bond, 8.125%, 10/15/2022(b) |
B2 | 2,000,000 | 1,990,000 | |||||||||
|
|
|||||||||||
24,013,750 | ||||||||||||
|
|
|||||||||||
Healthcare and Pharmaceuticals - 1.21% |
||||||||||||
Accellent, Inc., Senior Subordinated Bond, 10.000%, 11/01/2017(b) |
Caa2 | 2,000,000 | 1,850,000 | |||||||||
Universal Hospital Services, Inc., Senior Unsecured Bond, 7.625%, 08/15/2020(b) |
B3 | 1,000,000 | 1,050,000 | |||||||||
|
|
|||||||||||
2,900,000 | ||||||||||||
|
|
|||||||||||
High Tech Industries - 1.51% |
||||||||||||
Allen Systems Group, Inc., Senior Secured Bond, 10.500%, 11/15/2016(b)(c) |
Caa2 | 2,300,000 | 1,518,000 | |||||||||
Viasystems, Inc., Senior Unsecured Bond, 7.875%, 05/01/2019(b)(c) |
B2 | 2,000,000 | 2,120,000 | |||||||||
|
|
|||||||||||
3,638,000 | ||||||||||||
|
|
|||||||||||
Hotels, Gaming and Leisure - 1.12% |
||||||||||||
Palace Entertainment Holdings LLC, Senior Secured Bond, 8.875%, 04/15/2017(c) |
B2 | 2,600,000 | 2,691,000 | |||||||||
|
|
|||||||||||
Media Diversified and Production - 2.96% |
||||||||||||
Allbritton Communications Co., Senior Unsecured Bond, 8.000%, |
B2 | 2,000,000 | 2,135,000 | |||||||||
Cambium Learning Group, Inc., Senior Secured Bond, 9.750%, 02/15/2017(b) |
Caa1 | 1,500,000 | 1,335,000 | |||||||||
McGraw-Hill Global Education Holdings LLC, First Priority Lien Bond, 9.750%, 04/01/2021(b)(c) |
B2 | 2,500,000 | 2,568,750 | |||||||||
Mediacom Broadband Group (aka MCC Iowa), Senior Unsecured Bond, 9.125%, 08/15/2019(b) |
B3 | 1,000,000 | 1,080,000 | |||||||||
|
|
|||||||||||
7,118,750 | ||||||||||||
|
|
|||||||||||
Metals and Mining - 0.44% |
||||||||||||
Penn Virginia Resource Partners LP, Senior Unsecured Bond, 8.375%, 06/01/2020 |
B2 | 1,000,000 | 1,060,000 | |||||||||
|
|
|||||||||||
Retail - 2.47% |
||||||||||||
Burlington Coat Factory Warehouse Corp., Senior Unsecured Bond, 10.000%, 02/15/2019(b) |
Caa1 | 2,000,000 | 2,220,000 | |||||||||
Chinos Acquisition Corp. (aka J. Crew Group, Inc.), Senior Unsecured Bond, 8.125%, 03/01/2019(b) |
Caa1 | 1,050,000 | 1,107,750 |
20 |
www.blackstone-gso.com |
Blackstone / GSO Long-Short Credit Income Fund | Portfolio of Investments | |
June 30, 2013 (Unaudited) |
Moodys Rating | Principal Amount |
Market Value | ||||||||||
Retail (continued) |
||||||||||||
HOA Restaurant Group LLC (aka Hooters Restaurant), Senior Secured Bond, 11.250%, 04/01/2017(b)(c) |
B3 | $500,000 | $502,500 | |||||||||
Serta Simmons Holdings LLC, Senior Unsecured Bond, 8.125%, |
Caa1 | 1,000,000 | 1,022,500 | |||||||||
The Pantry, Inc., Senior Unsecured Bond, 8.375%, 07/01/2020 |
Caa1 | 1,000,000 | 1,078,750 | |||||||||
|
|
|||||||||||
5,931,500 | ||||||||||||
|
|
|||||||||||
Services - Business - 3.39% |
||||||||||||
Cenveo Corp., Senior Unsecured Bond, 11.500%, 05/15/2017(b) |
Caa2 | 1,500,000 | 1,293,750 | |||||||||
Emergency Medical Services Corp. (aka AMR/EMCare), Senior Unsecured Bond, 8.125%, 06/01/2019(b) |
B3 | 2,000,000 | 2,135,000 | |||||||||
Monitronics International, Inc., Senior Unsecured Bond, 9.125%, 04/01/2020(b) |
Caa1 | 1,250,000 | 1,300,000 | |||||||||
Neff Rental LLC, Senior Unsecured Bond, 9.625%, 05/15/2016(b)(c) |
Caa1 | 3,250,000 | 3,428,750 | |||||||||
|
|
|||||||||||
8,157,500 | ||||||||||||
|
|
|||||||||||
Telecommunications - 3.28% |
||||||||||||
Avaya, Inc., Senior Secured Bond, 7.000%, 04/01/2019(b)(c) |
B1 | 2,450,000 | 2,223,375 | |||||||||
DigitalGlobe, Inc., Senior Unsecured Bond, 5.250%, 02/01/2021(b)(c) |
B1 | 350,000 | 337,750 | |||||||||
Fairpoint Communications, Inc., Senior Secured Bond, 8.750%, 08/15/2019(b)(c) |
B2 | 1,000,000 | 995,000 | |||||||||
Frontier Communications Corp., Senior Unsecured Bond, |
||||||||||||
9.250%, 07/01/2021(b) |
Ba2 | 750,000 | 860,625 | |||||||||
7.125%, 01/15/2023(b) |
Ba2 | 250,000 | 249,687 | |||||||||
MetroPCS Wireless, Inc., Senior Unsecured Bond, 7.875%, 09/01/2018(b) |
B2 | 3,000,000 | 3,210,000 | |||||||||
|
|
|||||||||||
7,876,437 | ||||||||||||
|
|
|||||||||||
Utilities Electric - 0.22% |
||||||||||||
NRG Energy, Inc., Senior Unsecured Bond, 8.500%, 06/15/2019(b) |
B1 | 500,000 | 536,875 | |||||||||
|
|
|||||||||||
TOTAL CORPORATE BONDS (Cost $73,850,238) |
75,019,162 | |||||||||||
|
|
|||||||||||
Total Investments - 117.24% (Cost $282,594,351) |
281,808,821 | |||||||||||
Liabilities in Excess of Other Assets - (17.24)%(d) |
(41,435,525 | ) | ||||||||||
|
|
|||||||||||
Net Assets - 100.00% |
$240,373,296 | |||||||||||
|
|
Amounts above are shown as a percentage of net assets as of June 30, 2013.
(a) | The interest rate shown represents the rate at period end. |
(b) | Security, or portion of security is currently on loan. Total market value of securities on loan amounts to $48,098,073, as of June 30, 2013. Total value of BGXs obligation to return securities lending collateral was $48,880,313, as of June 30, 2013. |
(c) | Security exempt from registration under Rule 144A of the Securities Act of 1933. Total market value of Rule 144A securities amounts to $28,571,000, which represents approximately 11.89% of net assets as of June 30, 2013. |
(d) | Includes liabilities associated with the obligation to return securities lending collateral of $48,880,313, assets associated with deposits held with broker for total return swap contracts of $5,401,117, and cash less other liabilities of $2,043,671 as of June 30, 2013. |
Semi-Annual Report | June 30, 2013 |
21 |
Blackstone / GSO Long-Short Credit Income Fund | Portfolio of Investments | |
June 30, 2013 (Unaudited) |
TOTAL RETURN SWAP CONTRACTS (a)(b)
Reference Obligation | Swap Counterparty | Rate Received by the Fund |
Termination Date |
Notional Amount | Unrealized Appreciation |
|||||||||||
Academy, Ltd. |
JP Morgan | 4.500% | 08/03/2018 | $ 985,056 | $ 5,388 | |||||||||||
Acosta, Inc. |
JP Morgan | 5.000% | 03/01/2018 | 985,910 | 10,268 | |||||||||||
Mood Media Corp. |
JP Morgan | 7.000% | 05/06/2018 | 1,298,446 | 15,017 | |||||||||||
Seminole Hard Rock |
JP Morgan | 3.500% | 05/14/2020 | 710,660 | 2,665 | |||||||||||
|
| |||||||||||||||
$ 33,338 | ||||||||||||||||
|
|
Reference Obligation | Swap Counterparty | Rate Received by the Fund |
Termination Date |
Notional Amount | Unrealized Depreciation |
|||||||||||
Del Monte Corp. |
JP Morgan | 4.000% | 03/08/2018 | $ 929,796 | $ (3,873) | |||||||||||
Drumm Investors LLC (aka Golden Living) |
JP Morgan | 5.000% | 05/04/2018 | 4,910,231 | (128,893) | |||||||||||
Epicor Software Corp |
JP Morgan | 4.500% | 05/16/2018 | 1,994,987 | (14,962) | |||||||||||
Mediacom Broadband Group (aka MCC Iowa) |
JP Morgan | 3.250% | 01/29/2021 | 1,280,854 | (7,045) | |||||||||||
Press Ganey Associates, Inc. |
JP Morgan | 4.250% | 04/20/2018 | 1,828,479 | (15,034) | |||||||||||
Supervalu, Inc. |
JP Morgan | 5.000% | 03/21/2019 | 2,966,330 | (12,978) | |||||||||||
|
| |||||||||||||||
$ (182,785) | ||||||||||||||||
|
|
(a) | The Fund receives monthly payments based on any positive monthly return of the Reference Obligation. The Fund makes payments on any negative monthly return of such Reference Obligation. |
(b) | The floating short-term rate paid by the Fund (on the notional amount of all total return swap contracts) at June 30, 2013, was 1.523% (3 month LIBOR +1.25%). |
All Reference Obligations shown above for Total Return Swap Contracts are floating rate secured bank loans.
See Notes to Financial Statements.
| ||
22 |
www.blackstone-gso.com |
Blackstone / GSO Strategic Credit Fund | Portfolio of Investments | |
June 30, 2013 (Unaudited) |
Moodys Rating | Principal Amount |
Market Value | ||||||||||
FLOATING RATE LOAN INTERESTS(a) - 110.78% |
||||||||||||
Aerospace and Defense - 3.80% |
||||||||||||
Booz Allen Hamilton, Inc., Senior Secured Tranche B First Lien Initial Term Loan, 4.500%, 7/27/2019 |
Ba2 | $1,985,000 | $1,988,106 | |||||||||
Camp Systems International Holdings Co., Senior Secured First Lien Refinance Term Loan, 5.250%, 05/31/2019 |
B1 | 6,947,500 | 7,031,426 | |||||||||
DAE Aviation Holdings, Inc., Senior Secured First Lien Term B-1 Loan, 6.250%, 11/02/2018 |
B3 | 4,081,956 | 4,102,366 | |||||||||
DAE Aviation Holdings, Inc., Senior Secured First Lien Term B-2 Loan, 6.250%, 11/02/2018 |
B3 | 1,855,148 | 1,864,424 | |||||||||
Landmark Aviation (LM U.S. Member LLC), Senior Secured First Lien Canadian Term Loan, 5.750%, 10/25/2019 |
B3 | 647,786 | 653,455 | |||||||||
Landmark Aviation (LM U.S. Member LLC), Senior Secured First Lien Initial Term Loan, 5.750%, 10/25/2019 |
B3 | 7,643,880 | 7,710,764 | |||||||||
Landmark Aviation (LM U.S. Member LLC), Senior Secured Second Lien Initial Term Loan, 9.500%, 10/26/2020 |
B3 | 2,000,000 | 2,027,500 | |||||||||
Sequa Corp., Senior Secured First Lien Term Loan, 5.250%, 06/19/2017 |
B2 | 6,875,370 | 6,904,005 | |||||||||
|
|
|||||||||||
32,282,046 | ||||||||||||
|
|
|||||||||||
Automotive - 1.71% |
||||||||||||
Affinia Group, Inc., Senior Secured Tranche B-2 First Lien Term Loan, 4.750%, 04/27/2020 |
B3 | 3,777,778 | 3,773,056 | |||||||||
Chrysler Group LLC, Senior Secured First Lien Tranche B Term Loan, 4.250%, 05/24/2017 |
Ba2 | 2,984,810 | 3,000,674 | |||||||||
Jason, Inc., Senior Secured First Lien Term Loan, 5.000%, 02/28/2019 |
B1 | 1,955,556 | 1,960,444 | |||||||||
Navistar International Corp., Senior Secured Tranche B First Lien Term Loan, 5.750%, 08/17/2017 |
B3 | 3,486,673 | 3,498,667 | |||||||||
TI Group Automotive Systems LLC, Senior Secured First Lien Additional Term Loan, 5.500%, 03/28/2019 |
Ba3 | 2,301,923 | 2,329,270 | |||||||||
|
|
|||||||||||
14,562,111 | ||||||||||||
|
|
|||||||||||
Banking, Finance, and Real Estate - 5.54% |
||||||||||||
Alliant Holdings I, Inc., Senior Secured First Lien Term Loan, 5.000%, 12/20/2019 |
B2 | 9,772,321 | 9,790,644 | |||||||||
AmWins Group LLC, Senior Secured First Lien Term B Loan, 5.000%, 09/06/2019 |
B2 | 1,990,000 | 2,000,786 | |||||||||
Asurion LLC, Senior Secured Tranche B-1 First Lien Incremental Term Loan, 4.500%, 05/24/2019 |
Ba2 | 7,960,000 | 7,902,290 | |||||||||
Cunningham Lindsey Corp., Senior Secured First Lien Term Loan, 5.000%, 12/10/2019 |
B1 | 9,328,125 | 9,328,125 | |||||||||
Duff and Phelps Corp., Senior Secured First Lien Term Loan, 4.500%, 04/23/2020 |
B1 | 1,071,429 | 1,075,446 | |||||||||
First Data Corp., Senior Secured First Lien Term B Loan, 4.193%, 09/24/2018 |
B1 | 1,909,091 | 1,864,151 | |||||||||
HarbourVest Partners LP, Senior Secured First Lien New Term Loan, 4.750%, 11/21/2017 |
Ba3 | 2,900,407 | 2,927,599 | |||||||||
National Financial Partners Corp., Senior Secured First Lien New Term Loan, 5.250%, 06/19/2020 |
B2 | 2,666,667 | 2,661,120 | |||||||||
Nuveen Investments, Inc., Senior Secured Tranche B First Lien Term Loan, 4.195%, 05/13/2017 |
B2 | 7,000,000 | 6,962,830 | |||||||||
SNL Financial LC, Senior Secured First Lien Term Loan, 5.500%, 10/23/2018 |
B2 | 2,621,212 | 2,626,127 | |||||||||
|
|
|||||||||||
47,139,118 | ||||||||||||
|
|
|||||||||||
Beverage, Food and Tobacco - 3.78% |
||||||||||||
Advance Pierre Foods, Inc., Senior Secured First Lien Term Loan, 5.750%, 07/10/2017 |
B1 | 4,394,392 | 4,419,110 | |||||||||
Advance Pierre Foods, Inc., Senior Secured Second Lien Term Loan, 9.500%, 10/10/2017 |
B1 | 6,944,444 | 7,093,750 | |||||||||
Del Monte Corp., Senior Secured First Lien Initial Term Loan, 4.000%, 03/08/2018 |
Ba3 | 3,879,164 | 3,872,705 | |||||||||
Fairway Group Acquisition Co., Senior Secured First Lien Term Loan, 5.000%, 08/17/2018 |
B2 | 3,473,794 | 3,480,324 | |||||||||
Supervalu, Inc., Senior Secured First Lien Term Loan, 5.000%, 03/21/2019 |
B3 | 2,966,330 | 2,953,353 | |||||||||
U.S. Foods, Inc., Senior Secured First Lien Term Loan, 4.500%, 03/31/2019 |
B3 | 10,408,877 | 10,323,004 | |||||||||
|
|
|||||||||||
32,142,246 | ||||||||||||
|
|
Semi-Annual Report | June 30, 2013 |
23 |
Blackstone / GSO Strategic Credit Fund |
Portfolio of Investments | |
June 30, 2013 (Unaudited) |
Moodys Rating | Principal Amount |
Market Value | ||||||||||
Capital Equipment - 1.95% |
||||||||||||
BakerCorp International, Inc., Senior Secured First Lien Replacement Term Loan, 4.250%, 02/07/2020 |
Ba3 | $2,987,500 | $2,977,238 | |||||||||
Dematic S.A., Senior Secured First Lien Term Loan, 5.250%, 12/28/2019 |
B2 | 4,422,222 | 4,431,443 | |||||||||
Edwards (Cayman Islands II) Ltd., Senior Secured First Lien Term B Loan, 4.750%, 03/26/2020 |
B3 | 2,705,051 | 2,711,813 | |||||||||
Sensus U.S.A., Inc. (fka Sensus Metering Systems), Senior Secured Second Lien Term Loan, 8.500%, 05/09/2018 |
Ba2 | 6,450,000 | 6,433,875 | |||||||||
|
|
|||||||||||
16,554,369 | ||||||||||||
|
|
|||||||||||
Chemicals, Plastics and Rubber - 4.94% |
||||||||||||
Berry Plastics Corp., Senior Secured First Lien Term D Loan, 3.500%, 02/08/2020 |
B2 | 1,130,976 | 1,120,622 | |||||||||
Ineos Finance PLC, Senior Secured First Lien Dollar Term Loan, 4.000%, 05/04/2018 |
B1 | 4,981,231 | 4,888,630 | |||||||||
Pinnacle Operating Corp., Senior Secured First Lien Term B Loan, 4.750%, 11/15/2018 |
B2 | 11,165,766 | 11,176,206 | |||||||||
PQ Corp., Senior Secured First Lien Term Loan, 4.500%, 05/08/2017 |
B1 | 9,950,000 | 9,976,119 | |||||||||
U.S. Coastings Aquisition, Inc., Senior Secured First Lien Initial Term B Loan, 4.750%, 02/01/2020 |
B2 | 8,370,629 | 8,384,273 | |||||||||
VWR International, Inc., Senior Secured First Lien Eur Term Loan, 4.376%, 04/03/2017 |
B1 | 4,975,000 | 6,488,494 | |||||||||
|
|
|||||||||||
42,034,344 | ||||||||||||
|
|
|||||||||||
Construction and Building - 1.85% |
||||||||||||
Custom Building Products, Inc., Senior Secured First Lien Term Loan, 6.000%, 12/16/2019 |
B1 | 12,789,316 | 12,837,277 | |||||||||
SRS Distribution, Inc., Senior Secured First Lien Term Loan, 4.750%, 09/02/2019 |
B2 | 2,894,737 | 2,880,263 | |||||||||
|
|
|||||||||||
15,717,540 | ||||||||||||
|
|
|||||||||||
Consumer Goods Durable - 2.58% |
||||||||||||
AOT Bedding Super Holdings LLC (aka National Bedding/Serta), Senior Secured First Lien Term B Loan, 5.000%, 10/01/2019 |
B2 | 6,982,500 | 6,992,974 | |||||||||
Apex Tool Group LLC, Senior Secured First Lien Term Loan, 4.500%, 01/31/2020 |
B2 | 1,779,935 | 1,783,495 | |||||||||
Fender Musical Instruments Corp., Senior Secured First Lien Initial Term Loan, 5.750%, 04/03/2019 |
B2 | 714,286 | 716,811 | |||||||||
Hupah Finance, Inc., Senior Secured First Lien Initial Term Loan, 4.500%, 01/21/2019 |
B2 | 2,460,762 | 2,466,926 | |||||||||
MModal, Inc., Senior Secured First Lien Term B Loan, 7.500%, 08/15/2019 |
Ba3 | 8,115,066 | 7,927,446 | |||||||||
Spectrum Brands, Inc., Senior Secured First Lien Term B Loan, 4.500%, 12/17/2019 |
Ba3 | 2,066,431 | 2,076,763 | |||||||||
|
|
|||||||||||
21,964,415 | ||||||||||||
|
|
|||||||||||
Consumer Goods Non Durable - 1.97% |
||||||||||||
Acosta, Inc., Senior Secured First Lien Term D Loan, 5.000%, 03/01/2018 |
B1 | 4,901,836 | 4,940,634 | |||||||||
FGI Operating Co. LLC, Senior Secured First Lien Term B Loan, 5.500%, 04/19/2019 |
Ba3 | 1,994,965 | 1,997,468 | |||||||||
Hostess Brands, Senior Secured First Lien Term Loan, 6.750%, 04/09/2020 |
B3 | 1,363,636 | 1,392,048 | |||||||||
Sagittarius Brands, Inc., Senior Secured First Lien Term B Loan, 6.250%, 10/01/2018 |
B1 | 8,409,091 | 8,454,626 | |||||||||
|
|
|||||||||||
16,784,776 | ||||||||||||
|
|
|||||||||||
Containers, Packaging and Glass - 4.11% |
||||||||||||
Berlin Packaging LLC, Senior Secured First Lien Term Loan, 4.750%, 04/02/2019 |
B1 | 3,548,387 | 3,561,694 | |||||||||
Berlin Packaging LLC, Senior Secured Second Lien Term Loan, 8.750%, 03/28/2019 |
B2 | 714,286 | 721,429 | |||||||||
Bway Corp. (aka ICL Industrial Containers), Senior Secured First Lien Term B Loan, 4.500%, 08/06/2017 |
Ba3 | 12,051,892 | 12,134,748 | |||||||||
John Henry Holdings, Inc. (aka Multi Packaging Solutions), Senior Secured First Lien Term Loan, 6.000%, 12/06/2018 |
B2 | 11,940,000 | 12,059,400 | |||||||||
Ranpak Corp., Senior Secured Second Lien Term Loan, 8.500%, 04/23/2020 |
Ba3 | 2,264,706 | 2,287,353 | |||||||||
WNA Holdings, Inc., Senior Secured First Lien Term Loan, 4.500%, 05/21/2020 |
B2 | 4,200,000 | 4,179,000 | |||||||||
|
|
|||||||||||
34,943,624 | ||||||||||||
|
|
24 |
www.blackstone-gso.com |
Blackstone / GSO Strategic Credit Fund | Portfolio of Investments | |
June 30, 2013 (Unaudited) |
Moodys Rating | Principal Amount |
Market Value | ||||||||||
Energy Electricity - 2.36% |
||||||||||||
GIM Channelview Cogeneration LLC, Senior Secured First Lien Term Loan, 4.250%, 05/08/2020 |
Ba3 | $1,016,949 | $1,023,732 | |||||||||
La Frontera Generation LLC, Senior Secured First Lien Term Loan, 4.500%, 09/30/2020 |
B1 | 3,401,361 | 3,382,245 | |||||||||
NXP B.V. (NXP Fundings LLC), Senior Secured Tranche C First Lien Term Loan, 4.750%, 01/10/2020 |
B1 | 4,975,000 | 5,055,844 | |||||||||
Star West Generation LLC, Senior Secured First Lien Term B Advance Loan, 4.250%, 03/13/2020 |
Ba3 | 5,024,982 | 5,053,248 | |||||||||
Topaz Power Holdings LLC, Senior Secured First Lien Term Loan, 5.250%, 02/26/2020 |
B1 | 5,529,590 | 5,537,884 | |||||||||
|
|
|||||||||||
20,052,953 | ||||||||||||
|
|
|||||||||||
Energy, Oil and Gas - 7.45% |
||||||||||||
BBTS Borrower LP, Senior Secured First Lien Term Loan, 7.750%, 06/04/2019 |
Caa1 | 10,687,500 | 10,647,422 | |||||||||
Boomerang Tube LLC, Senior Secured First Lien Term Loan, 11.000%, 10/02/2017 |
B3 | 1,612,393 | 1,596,269 | |||||||||
Brock Holdings III, Inc., Senior Secured Second Lien Term Loan, 10.000%, 03/16/2018 |
B1 | 1,833,333 | 1,865,416 | |||||||||
Buffalo Gulf Coast Terminals LLC, Senior Secured First Lien Term Loan, 5.250%, 10/31/2017 |
Ba1 | 2,646,667 | 2,686,367 | |||||||||
Crestwood Holdings LLC, Senior Secured First Lien Term Loan, 7.000%, 05/24/2019 |
Caa1 | 5,882,353 | 5,941,176 | |||||||||
EMG Utica LLC, Senior Secured First Lien Term Loan, 4.750%, 03/27/2020 |
B2 | 1,888,112 | 1,883,392 | |||||||||
NFR Energy LLC (Sabine Oil & Gas LLC), Senior Secured First Lien Mission Term Loan, 8.750%, 12/31/2018 |
Caa1 | 5,276,596 | 5,276,596 | |||||||||
Philadelphia Energy Solutions Refining & Marketing LLC, Senior Secured First Lien Term Loan, 6.250%, 04/04/2018 |
B1 | 3,703,704 | 3,694,444 | |||||||||
Rice Drilling B LLC, Senior Secured Second Lien Term Loan, 8.500%, 10/25/2018 |
NR | 2,809,859 | 2,816,884 | |||||||||
Samson Investment Co., Senior Secured Second Lien Initial Term Loan, 6.000%, 09/25/2018 |
B1 | 4,000,000 | 4,000,000 | |||||||||
Sheridan Production Partners LP, Senior Secured Tranche B-2 First Lien Term Loan [PRT I], 5.000%, 10/01/2019 |
B1 | 5,696,591 | 5,682,350 | |||||||||
Sheridan Production Partners LP, Senior Secured Tranche B-2 First Lien Term Loan [PRT I-A], 5.000%, 10/01/2019 |
B1 | 754,845 | 752,958 | |||||||||
Sheridan Production Partners LP, Senior Secured Tranche B-2 First Lien Term Loan, 5.000%, 10/01/2019 |
B1 | 461,064 | 459,911 | |||||||||
Stallion Oilfield Holdings, Inc., Senior Secured First Lien Term Loan, 8.000%, 06/18/2018 |
B3 | 2,500,000 | 2,515,625 | |||||||||
Tallgrass Energy Partners LP, Senior Secured First Lien Term Loan, 5.250%, 11/13/2018 |
Ba3 | 6,638,110 | 6,683,780 | |||||||||
Teine Energy Ltd., Senior Secured First Lien Term Loan, 7.500%, 05/17/2019 |
NR | 2,743,125 | 2,722,552 | |||||||||
Utex Industries, Inc., Senior Secured First Lien Term Loan, 4.750%, 04/10/2020 |
B3 | 1,351,351 | 1,347,412 | |||||||||
Utex Industries, Inc., Senior Secured Second Lien Initial Term Loan, 8.750%, 04/10/2021 |
B3 | 540,541 | 542,908 | |||||||||
W3 Co., Senior Secured First Lien Term Loan, 5.750%, 03/13/2020 |
B1 | 1,115,217 | 1,122,187 | |||||||||
W3 Co., Senior Secured Second Lien Term Loan, 9.250%, 09/13/2020 |
Caa1 | 1,056,176 | 1,074,660 | |||||||||
|
|
|||||||||||
63,312,309 | ||||||||||||
|
|
|||||||||||
Environmental Industries - 1.49% |
||||||||||||
ADS Waste Holdings, Inc., Senior Secured Tranche B First Lien Term Loan, 4.250%, 10/09/2019 |
B2 | 8,955,000 | 8,946,045 | |||||||||
Tervita Corp., Senior Secured First Lien Term Loan, 6.250%, 05/15/2018 |
B2 | 3,752,500 | 3,747,809 | |||||||||
|
|
|||||||||||
12,693,854 | ||||||||||||
|
|
|||||||||||
Forest Products and Paper - 0.23% |
||||||||||||
Appvion, Inc., Senior Secured First Lien Term Loan, 5.750%, 06/04/2019 |
B2 | 2,000,000 | 1,995,000 | |||||||||
|
|
|||||||||||
Healthcare and Pharmaceuticals - 12.18% |
||||||||||||
Alvogen Pharmaceuticals U.S., Senior Secured First Lien Term Loan, 7.000%, 05/23/2018 |
B3 | 5,555,556 | 5,527,778 | |||||||||
Ardent Medical Services, Inc., Senior Secured First Lien Term Loan, 6.750%, 07/02/2018 |
B1 | 5,118,635 | 5,169,847 | |||||||||
Axcan Pharmaceuticals, Inc., Senior Secured First Lien Term B-1 Loan, 5.500%, 02/10/2017 |
B1 | 2,972,062 | 2,979,492 | |||||||||
Axcan Pharmaceuticals, Inc., Senior Secured First Lien Term B-2 Loan, 5.500%, 02/10/2017 |
B1 | 3,964,874 | 3,974,787 | |||||||||
Capsugel Holdings U.S., Inc., Senior Secured First Lien Initial Term Loan, 4.250%, 08/01/2018 |
B1 | 5,621,887 | 5,656,433 | |||||||||
CHG Buyer Corp., Senior Secured First Lien Term Loan, 5.000%, 11/19/2019 |
B2 | 4,976,188 | 5,005,722 |
Semi-Annual Report | June 30, 2013 |
25 |
Blackstone / GSO Strategic Credit Fund |
Portfolio of Investments | |
June 30, 2013 (Unaudited) |
Moodys Rating | Principal Amount |
Market Value | ||||||||||
Healthcare and Pharmaceuticals (continued) |
||||||||||||
CHG Buyer Corp., Senior Secured Second Lien Term Loan, 9.000%, 11/19/2020 |
B2 | $3,000,000 | $3,049,995 | |||||||||
Convatec, Inc. (aka Cidron Healthcare, Ltd.), Senior Secured First Lien Dollar Term Loan, 5.000%, 12/22/2016 |
Ba3 | 3,915,278 | 3,945,622 | |||||||||
Drumm Investors LLC (aka Golden Living), Senior Secured First Lien Term Loan, 5.000%, 05/04/2018 |
B1 | 6,945,232 | 6,693,468 | |||||||||
Harvard Drug Group LLC, Senior Secured First Lien Term Loan, 5.000%, 10/29/2019 |
B2 | 5,954,731 | 5,988,227 | |||||||||
Ikaria Acquisition, Inc., Senior Secured First Lien Term Loan, 7.750%, 09/25/2017 |
B1 | 4,466,250 | 4,496,955 | |||||||||
Immucor, Inc., Senior Secured First Lien Term B-2 Loan, 5.000%, 08/17/2018 |
Ba3 | 470,183 | 472,769 | |||||||||
National Mentor Holdings, Inc., Senior Secured Tranche B-1 First Lien Term Loan, 6.500%, 02/09/2017 |
Ba3 | 8,931,516 | 9,007,433 | |||||||||
National Specialty Hospitals, Inc., Senior Secured First Lien Initial Term Loan, 8.250%, 02/03/2017 |
B2 | 4,000,000 | 4,000,000 | |||||||||
Onex Carestream Finance LP, Senior Secured First Lien Term Loan, 5.000%, 06/07/2019 |
B1 | 5,367,694 | 5,318,204 | |||||||||
Par Pharmaceutical Co., Inc., Senior Secured First Lien Additional Term B-1 Loan, 4.250%, 09/30/2019 |
B1 | 6,947,588 | 6,913,718 | |||||||||
RadNet, Inc., Senior Secured Tranche B First Lien Term Loan, 4.253%, 10/10/2018 |
B2 | 7,178,323 | 7,196,269 | |||||||||
Sheridan Healthcare, Inc., Senior Secured Second Lien Initial Term Loan, 9.000%, 07/01/2019 |
B1 | 2,727,273 | 2,761,364 | |||||||||
Sheridan Holdings, Inc., Senior Secured First Lien Initial Term Loan, 4.500%, 06/29/2018 |
B1 | 2,122,712 | 2,130,672 | |||||||||
Smile Brands Group, Inc., Senior Secured First Lien Term B Loan, 7.000%, 12/21/2017 |
Ba3 | 4,974,555 | 4,887,525 | |||||||||
Surgery Center Holdings, Inc., Senior Secured First Lien Term Loan, 6.000%, 04/11/2019 |
B1 | 3,862,941 | 3,884,574 | |||||||||
United Surgical Partners International, Inc., Senior Secured New Tranche B First Lien Term Loan, 4.750%, 04/03/2019 |
Ba3 | 2,126,813 | 2,125,494 | |||||||||
Valeant Pharmaceuticals International, Inc., Senior Secured First Lien Series E Tranche B Term Loan, 4.500%, 06/26/2020 |
Ba1 | 2,368,421 | 2,363,388 | |||||||||
|
|
|||||||||||
103,549,736 | ||||||||||||
|
|
|||||||||||
High Tech Industries - 14.63% |
||||||||||||
Aspect Software, Inc., Senior Secured First Lien Term B Loan, 7.000%, 05/09/2016 |
Ba3 | 5,835,463 | 5,850,051 | |||||||||
Attachmante Corp., Senior Secured Second Lien Term Loan, 11.000%, 11/22/2018 |
B1 | 6,000,000 | 6,013,140 | |||||||||
Audio Visual Services Group, Senior Secured First Lien Term Loan, 6.750%, 11/9/2018 |
B1 | 9,413,402 | 9,507,536 | |||||||||
Blackboard, Inc., Senior Secured First Lien Term B-2 Loan, 6.250%, 10/04/2018 |
B1 | 12,796,278 | 12,945,610 | |||||||||
Blue Coat Systems, Inc., Senior Secured First Lien Term Loan, 4.500%, 05/31/2019 |
B2 | 4,764,821 | 4,750,908 | |||||||||
CompuCom Systems, Inc., Senior Secured First Lien Term Loan, 4.250%, 05/11/2020 |
B2 | 2,631,579 | 2,595,395 | |||||||||
Excelitas Technologies, Inc. (fka IDS Acquisition), Senior Secured First Lien Term B Loan, 5.000%, 11/29/2016 |
B1 | 4,912,275 | 4,918,416 | |||||||||
EZE Software, Senior Secured First Lien Term Loan, 4.750%, 04/06/2020 |
B1 | 1,333,333 | 1,337,780 | |||||||||
Hyland Software, Inc., Senior Secured First Lien Term Loan, 5.500%, 10/25/2019 |
B2 | 9,868,443 | 9,920,844 | |||||||||
Ion Trading Technologies S.A.R.L., Senior Secured First Lien Tranche B-1 Term Loan, 4.500%, 05/22/2020 |
B3 | 4,687,500 | 4,673,813 | |||||||||
Ion Trading Technologies S.A.R.L., Senior Secured Second Lien Term Loan, 8.250%, 05/22/2021 |
B3 | 3,428,571 | 3,432,857 | |||||||||
Kronos, Inc. (aka Seahawk Acquisition Corp.), Senior Secured First Lien Incremental Term Loan, 4.500%, 10/30/2019 |
B1 | 8,955,000 | 8,997,536 | |||||||||
Kronos, Inc. (aka Seahawk Acquisition Corp.), Senior Secured Second Lien Term Loan, 9.750%, 04/30/2020 |
B1 | 3,076,923 | 3,184,615 | |||||||||
Presidio, Inc., Senior Secured First Lien Term Loan, 5.750%, 03/31/2017 |
B1 | 4,466,250 | 4,432,753 | |||||||||
Rocket Software, Inc., Senior Secured First Lien Term Loan, 5.750%, 02/08/2018 |
B1 | 2,867,083 | 2,874,251 | |||||||||
Ship Luxco 3 S.A.R.L. (RBS Worldpay), Senior Secured Facility B2A First Lien Term Loan, 5.250%, 11/30/2017 |
Ba2 | 1,011,411 | 1,019,250 | |||||||||
Ship Luxco 3 S.A.R.L. (RBS Worldpay), Senior Secured Facility C First Lien Term Loan, 4.750%, 11/30/2019 |
Ba2 | 2,707,692 | 2,720,662 | |||||||||
Sirius Computer, Inc. (SCS Holdings I), Senior Secured First Lien Term Loan, 7.000%, 12/07/2018 |
Ba3 | 5,250,000 | 5,243,437 |
26 |
www.blackstone-gso.com |
Blackstone / GSO Strategic Credit Fund | Portfolio of Investments | |
June 30, 2013 (Unaudited) |
Moodys Rating | Principal Amount |
Market Value | ||||||||||
High Tech Industries (continued) |
||||||||||||
Sophia LP, Senior Secured First Lien Additional Term B Loan, 4.500%, 07/19/2018 |
Ba3 | $1,990,000 | $1,997,463 | |||||||||
Technicolor S.A., Senior Secured First Lien Term A2 Facility Loan, 6.750%, 05/26/2016 |
B3 | 1,504,172 | 1,519,221 | |||||||||
Technicolor S.A., Senior Secured First Lien Term B2 Facility Loan, 7.750%, 05/26/2017 |
B3 | 3,900,108 | 3,939,128 | |||||||||
TriZetto Group, Inc. (TZ Merger Sub, Inc.), Senior Secured First Lien Term Loan, 4.750%, 05/02/2018 |
B1 | 1,791,974 | 1,788,615 | |||||||||
TriZetto Group, Inc. (TZ Merger Sub, Inc.), Senior Secured Second Lien Term Loan, 8.500%, 03/28/2019 |
B1 | 1,288,768 | 1,282,324 | |||||||||
Vertafore, Inc., Senior Secured Second Lien Term Loan, 9.750%, 10/27/2017 |
B1 | 9,250,000 | 9,504,375 | |||||||||
Wall Street Systems Holdings, Inc., Senior Secured First Lien Term Loan, 5.750%, 10/25/2019 |
Ba3 | 7,107,143 | 7,122,707 | |||||||||
Wesco Distribution, Senior Secured First Lien Term Loan, 4.500%, 12/12/2019 |
Ba3 | 2,842,857 | 2,854,712 | |||||||||
|
|
|||||||||||
124,427,399 | ||||||||||||
|
|
|||||||||||
Hotels, Gaming and Leisure - 3.01% |
||||||||||||
Alpha Topco Ltd. (Formula One), Senior Secured First Lien New Facility Term B Loan, 4.500%, 04/30/2019 |
B2 | 6,417,739 | 6,419,343 | |||||||||
Centaur LLC, Senior Secured First Lien Term Loan, 5.250%, 02/20/2019 |
B1 | 7,178,333 | 7,169,360 | |||||||||
Corner Investment Propco LLC, Senior Secured First Lien Term B Loan, 11.000%, 11/04/2019 |
B3 | 3,000,000 | 3,090,000 | |||||||||
Mood Media Corp., Senior Secured First Lien Term Loan, 7.000%, 05/06/2011 |
Ba3 | 1,765,887 | 1,768,651 | |||||||||
Zuffa LLC, Senior Secured First Lien Term B Loan, 4.500%, 02/25/2020 |
Ba3 | 7,205,172 | 7,184,926 | |||||||||
|
|
|||||||||||
25,632,280 | ||||||||||||
|
|
|||||||||||
Media Advertising, Printing and Publishing - 2.14% |
||||||||||||
Cenveo Corp., Senior Secured First Lien Term B Loan, 6.250%, 02/13/2017 |
Ba3 | 3,156,646 | 3,165,532 | |||||||||
Getty Images, Inc., Senior Secured First Lien Initial Term Loan, 4.750%, 10/18/2019 |
B1 | 6,965,000 | 6,898,241 | |||||||||
McGraw-Hill Global Education Holdings LLC, Senior Secured First Lien Term Loan, 9.000%, 03/22/2019 |
B2 | 2,161,250 | 2,130,722 | |||||||||
SGS International, Inc. (aka Southern Graphics/Logo Merger Sub), Senior Secured First Lien Term Loan, 5.000%, 10/17/2019 |
B1 | 5,970,000 | 5,992,417 | |||||||||
|
|
|||||||||||
18,186,912 | ||||||||||||
|
|
|||||||||||
Media Broadcasting and Subscription - 3.04% |
||||||||||||
Cumulus Media Holdings, Inc., Senior Secured First Lien Term Loan, 4.500%, 09/17/2018 |
Caa1 | 4,763,461 | 4,780,323 | |||||||||
Entercom Radio LLC, Senior Secured First Lien Term B Loan, 5.000%, 11/23/2018 |
B2 | 2,051,789 | 2,075,384 | |||||||||
FoxCo Acquisition Sub. LLC, Senior Secured First Lien Term Loan, 5.500%, 07/14/2017 |
B1 | 2,735,771 | 2,766,563 | |||||||||
Hubbard Radio LLC, Senior Secured First Lien Term Loan, 4.500%, 04/29/2019 |
Ba3 | 1,354,113 | 1,360,883 | |||||||||
NEP/NCP Holdco, Inc., Senior Secured First Lien Term Loan, 4.750%, 01/22/2020 |
B1 | 1,667,598 | 1,679,413 | |||||||||
Nexstar Broadcasting, Inc. (aka MIssion Broadcasting, Inc.), Senior Secured First Lien Mission Term Loan, 4.250%, 12/03/2019 |
Ba3 | 905,367 | 911,596 | |||||||||
Nexstar Broadcasting, Inc. (aka Mission Broadcasting, Inc.), Senior Secured First Lien Term B Loan, 4.250%, 12/03/2019 |
Ba3 | 2,141,542 | 2,156,276 | |||||||||
RCN Corp., Senior Secured First Lien Term B Loan, 5.250%, 03/01/2020 |
B1 | 3,621,988 | 3,642,996 | |||||||||
SESAC Holdings, Inc., Senior Secured First Lien Term Loan, 6.000%, 02/15/2019 |
B1 | 2,458,235 | 2,476,672 | |||||||||
Univision Communications, Inc., Senior Secured First Lien Term C1 Loan, 4.500%, 03/01/2020 |
B2 | 3,990,000 | 3,960,075 | |||||||||
|
|
|||||||||||
25,810,181 | ||||||||||||
|
|
|||||||||||
Metals and Mining - 1.06% |
||||||||||||
MRC Global (aka McJunkin Corp.), Senior Secured First Lien Term B Loan, 6.000%, 11/08/2019 |
Ba2 | 8,970,673 | 9,034,185 | |||||||||
|
|
|||||||||||
Retail - 9.79% |
||||||||||||
Academy, Ltd., Senior Secured First Lien Initial Term Loan, 4.500%, 08/03/2018 |
B2 | 6,932,538 | 6,970,459 | |||||||||
Albertsons LLC, Senior Secured First Lien Term B-2 Loan, 4.750%, 03/21/2019 |
NR | 2,023,913 | 2,014,431 |
Semi-Annual Report | June 30, 2013 |
27 |
Blackstone / GSO Strategic Credit Fund |
Portfolio of Investments | |
June 30, 2013 (Unaudited) |
Moodys Rating | Principal Amount |
Market Value | ||||||||||
Retail (continued) |
||||||||||||
BJs Wholesale Club, Inc., Senior Secured First Lien Replacement Term Loan, 4.250%, 09/26/2019 |
B2 | $7,970,038 | $7,955,094 | |||||||||
Burlington Coat Factory Warehouse Corp., Senior Secured First Lien Term B-1 Loan, 4.250%, 02/23/2017 |
B3 | 2,776,843 | 2,782,396 | |||||||||
Chinos Acquisition Corp. (aka J. Crew Group, Inc.), Senior Secured First Lien New Term B1 Loan, 4.000%, 03/07/2018 |
B1 | 3,969,620 | 3,957,215 | |||||||||
Collective Brands Finance, Inc. (aka Payless ShoeSource), Senior Secured First Lien Term Loan, 7.250%, 10/09/2019 |
B1 | 10,116,807 | 10,268,559 | |||||||||
Container Store, Inc., Senior Secured First Lien Term B3 Loan, 5.500%, 04/08/2019 |
B3 | 1,892,629 | 1,898,553 | |||||||||
DBP Holdings Corp., Senior Secured First Lien Initial Term Loan, 5.000%, 10/11/2019 |
B2 | 7,224,565 | 7,242,663 | |||||||||
Leslies Poolmart, Inc., Senior Secured Tranche B First Lien Term Loan, 5.250%, 10/16/2019 |
B2 | 9,767,800 | 9,812,585 | |||||||||
Neiman Marcus Group, Inc., Senior Secured First Lien Extended Term Loan, 4.000%, 05/16/2018 |
B2 | 6,562,500 | 6,551,902 | |||||||||
Renfro Corp., Senior Secured First Lien New Term B Loan, 5.750%, 01/30/2019 |
B2 | 665,000 | 668,325 | |||||||||
Smart & Final Stores LLC, Senior Secured First Lien Term Loan, 4.500%, 11/15/2019 |
B3 | 15,352,548 | 15,275,785 | |||||||||
Sports Authority, Inc. (aka TSA), Senior Secured First Lien Term B Loan, 7.500%, 11/16/2017 |
B3 | 3,969,466 | 3,984,351 | |||||||||
Sprouts Farmers Markets Holdings LLC, Senior Secured First Lien Initial Term Loan, 4.500%, 04/23/2020 |
B2 | 2,000,000 | 2,002,500 | |||||||||
Yankee Candle Co., Inc., Senior Secured First Lien Term B Loan, 5.250%, 04/02/2019 |
Ba2 | 1,814,244 | 1,819,015 | |||||||||
|
|
|||||||||||
83,203,833 | ||||||||||||
|
|
|||||||||||
Services - Business - 8.75% |
||||||||||||
4L Holdings Corp. (aka Clover Technology), Senior Secured First Lien Term Loan, 6.750%, 05/07/2018 |
B2 | 4,960,206 | 4,960,206 | |||||||||
Advantage Sales & Marketing, Inc., Senior Secured Second Lien Term Loan, 8.250%, 06/18/2018 |
Ba3 | 102,857 | 103,543 | |||||||||
Alix Partners LLP, Senior Seucred First Lien Refinancing Term B-2 Loan, 4.500%, 06/28/2019 |
Ba3 | 5,390,496 | 5,415,777 | |||||||||
Crossmark Holdings, Inc., Senior Secured First Lien Term Loan, 4.500%, 12/20/2019 |
B1 | 2,346,698 | 2,344,739 | |||||||||
Crossmark Holdings, Inc., Senior Secured Second Lien Term Loan, 8.750%, 12/21/2020 |
B1 | 2,000,000 | 2,000,000 | |||||||||
eResearch Technology, Inc., Senior Secured First Lien Term Loan, 6.000%, 05/02/2018 |
B1 | 3,145,484 | 3,165,143 | |||||||||
Garda Worldwide Security Corp., Senior Secured First Lien Term Loan, 4.500%, 11/13/2019 |
B1 | 2,450,094 | 2,475,612 | |||||||||
Ipreo Holdings LLC, Senior Secured Tranche B-2 First Lien Term Loan, 6.500%, 08/07/2017 |
B1 | 988,223 | 999,340 | |||||||||
MoneyGram Payment Systems Worldwide, Inc., Senior Secured First Lien Term B Loan, 4.250%, 03/27/2020 |
Ba1 | 2,369,870 | 2,380,250 | |||||||||
PGA Holdings, Inc. (aka Press Ganey), Senior Secured First Lien Term Loan, 4.250%, 04/20/2018 |
B2 | 2,216,485 | 2,211,864 | |||||||||
Polyconcept Investments B.V. (Metropolitan Management), Senior Secured First Lien Term Loan, 7.000%, 06/27/2019 |
Ba3 | 5,000,000 | 4,975,000 | |||||||||
Scitor Corp., Senior Secured First Lien Term Loan, 5.000%, 02/15/2017 |
B2 | 1,614,747 | 1,582,452 | |||||||||
Sedgwich Holdings, Inc., Senior Secured First Lien Term B-2 Loan, 4.250%, 06/12/2018 |
B1 | 1,783,679 | 1,788,878 | |||||||||
SI Organization, Inc., Senior Secured New Tranche B First Lien Term Loan, 5.500%, 11/22/2016 |
Ba3 | 2,984,866 | 2,981,135 | |||||||||
StoneRiver Group LP, Senior Secured First Lien Initial Term Loan, 4.500%, 11/29/2019 |
B2 | 4,354,839 | 4,328,514 | |||||||||
StoneRiver Group LP, Senior Secured Second Lien Initial Term Loan, 8.500%, 05/30/2020 |
B2 | 3,669,725 | 3,655,963 | |||||||||
SurveyMonkey.com LLC, Senior Secured First Lien Term Loan, 5.500%, 02/07/2019 |
B1 | 5,712,955 | 5,734,378 | |||||||||
Transaction Network Services, Senior Secured First Lien Term Loan, 5.000%, 02/14/2020 |
B1 | 3,460,351 | 3,480,543 | |||||||||
Transaction Network Services, Senior Secured Second Lien Term Loan, 9.000%, 08/14/2020 |
B1 | 1,406,250 | 1,420,903 | |||||||||
TravelCLICK Holdings (aka TCH-2 Holdings), Senior Secured First Lien Term B Loan, 5.750%, 03/16/2016 |
B1 | 1,498,335 | 1,518,937 | |||||||||
TravelCLICK Holdings (aka TCH-2 Holdings), Senior Secured Second Lien Term Loan, 9.750%, 03/25/2018 |
B1 | 1,074,627 | 1,110,895 | |||||||||
Truven Health Analytics, Inc., Senior Secured New Tranche B First Lien Term Loan, 4.500%, 06/06/2019 |
Ba3 | 7,976,233 | 7,971,288 | |||||||||
ValleyCrest Companies LLC, Senior Secured First Lien Initial Term Loan, 5.500%, 06/07/2019 |
B2 | 1,578,947 | 1,577,171 |
28 |
www.blackstone-gso.com |
Blackstone / GSO Strategic Credit Fund | Portfolio of Investments | |
June 30, 2013 (Unaudited) |
Moodys Rating | Principal Amount |
Market Value | ||||||||||
Services - Business (continued) |
||||||||||||
Web.com Group, Inc., Senior Secured First Lien Term Loan, 4.500%, 10/27/2017 |
B1 | $6,173,523 | $6,230,103 | |||||||||
|
|
|||||||||||
74,412,634 | ||||||||||||
|
|
|||||||||||
Services - Consumer - 2.49% |
||||||||||||
Alliance Laundry Systems LLC, Senior Secured First Lien Term Loan, 4.500%, 12/10/2018 |
B1 | 2,935,545 | 2,952,057 | |||||||||
Aramark Corp., Senior Secured First Lien Term D Loan, 4.000%, 09/09/2019 |
Ba3 | 6,999,747 | 6,999,747 | |||||||||
Bright Horizons Family Solutions LLC, Senior Secured First Lien Term Loan, 4.000%, 01/30/2020 |
B2 | 1,401,408 | 1,408,240 | |||||||||
California Pizza Kitchen, Inc., Senior Secured First Lien Term Loan 5.250%, 03/29/2018 |
B3 | 3,418,605 | 3,427,151 | |||||||||
Monitronics International, Inc., Senior Secured First Lien Term B Loan, 4.250%, 03/23/2018 |
B2 | 6,353,372 | 6,377,198 | |||||||||
|
|
|||||||||||
21,164,393 | ||||||||||||
|
|
|||||||||||
Telecommunications - 5.86% |
||||||||||||
Avaya, Inc., Senior Secured B-3 Extended First Lien Term B-3 Loan, 4.773%, 10/26/2017 |
B1 | 3,961,144 | 3,482,202 | |||||||||
Fairpoint Communications, Inc., Senior Secured First Lien Term Loan, 7.500%, 02/14/2019 |
Ba2 | 5,985,000 | 5,873,859 | |||||||||
Fibertech Networks, LLC (Firefox), Senior Secured First Lien New Term Loan, 4.500%, 12/18/2019 |
B2 | 5,348,097 | 5,399,359 | |||||||||
Global Tel Link Corp., Senior Secured First Lien Term Loan, 5.000%, 05/23/2020 |
B1 | 4,500,000 | 4,491,562 | |||||||||
Hargray Communications (DPC Acquisitions), Senior Secured First Lien Term Loan, 4.750%, 06/25/2019 |
B1 | 3,000,000 | 2,996,250 | |||||||||
Leap Wireless International, Inc. (Cricket Communications), Senior Secured First Lien Term Loan, 4.750%, 10/10/2019 |
Ba2 | 8,291,667 | 8,222,597 | |||||||||
Securus Technologies Holdings, Inc., Senior Secured First Lien Initial Term Loan, 4.750%, 04/30/2020 |
Caa2 | 987,654 | 982,410 | |||||||||
Sorenson Communications, Inc., Senior Secured First Lien Term Loan, 9.500%, 10/31/2014 |
B2 | 3,913,755 | 3,921,112 | |||||||||
Wide Open West Finance LLC, Senior Secured First Lien Term B Loan, 4.750%, 04/01/2019 |
Ba2 | 4,988,588 | 5,011,461 | |||||||||
Zayo Group LLC (Zayo Capital, Inc.), Senior Secured First Lien Term Loan, 4.500%, 07/02/2019 |
B2 | 9,464,869 | 9,472,725 | |||||||||
|
|
|||||||||||
49,853,537 | ||||||||||||
|
|
|||||||||||
Transportation Consumer - 2.71% |
||||||||||||
Air Medical Group Holdings, Inc., Senior Secured First Lien Term B-1 Loan, 6.500%, 06/30/2018 |
B2 | 5,339,627 | 5,429,733 | |||||||||
Delta Airlines, Inc., Senior Secured First Lien Term B1 Loan, 4.000%, 10/18/2018 |
Ba2 | 9,975,000 | 9,994,601 | |||||||||
Sabre, Inc., Senior Secured First Lien Term B Loan, 5.250%, 02/19/2019 |
B1 | 6,001,097 | 6,047,336 | |||||||||
U.S. Airways, Inc., Senior Secured First Lien Tranche B-1 Term Loan, 4.250%, 05/22/2019 |
B3 | 1,574,803 | 1,558,551 | |||||||||
|
|
|||||||||||
23,030,221 | ||||||||||||
|
|
|||||||||||
Utilities Electric - 0.96% |
||||||||||||
Calpine Corp., Senior Secured First Lien Term B3 Loan, 4.000%, 10/09/2019 |
B1 | 1,994,975 | 1,996,232 | |||||||||
FREIF North American Power I LLC, Senior Secured First Lien Term B-1 Loan, 4.750%, 03/29/2019 |
Ba3 | 3,833,168 | 3,837,959 | |||||||||
FREIF North American Power I LLC, Senior Secured First Lien Term C-1 Loan, 4.750%, 03/29/2019 |
Ba3 | 751,161 | 752,100 | |||||||||
Panda Temple Power LLC, Senior Secured First Lien Term Loan, 7.250%, 04/03/2019 |
NR | 1,545,455 | 1,560,909 | |||||||||
|
|
|||||||||||
8,147,200 | ||||||||||||
|
|
|||||||||||
Utilities, Oil & Gas - 0.40% |
||||||||||||
EquiPower Resources Holdings LLC, Senior Secured First Lien Term C Loan, 4.250%, 12/21/2019 |
Ba3 | 3,387,097 | 3,370,161 | |||||||||
|
|
|||||||||||
TOTAL FLOATING RATE LOAN INTERESTS (Cost $937,589,235) |
942,001,377 | |||||||||||
|
|
Semi-Annual Report | June 30, 2013 |
29 |
Blackstone / GSO Strategic Credit Fund |
Portfolio of Investments | |
June 30, 2013 (Unaudited) |
Moodys Rating | Principal Amount |
Market Value | ||||||||||
CORPORATE BONDS - 32.80% |
||||||||||||
Banking, Finance, and Real Estate - 0.49% |
||||||||||||
Hub International, Ltd., Senior Unsecured Bond, 8.125%, 10/15/2018(b) |
Caa2 | $4,000,000 | $4,180,000 | |||||||||
|
|
|||||||||||
Beverage, Food and Tobacco - 1.28% |
||||||||||||
Aramark Corp., Senior Unsecured Bond, 5.750%, 03/15/2020(b) |
B3 | 1,500,000 | 1,541,250 | |||||||||
Chiquita Brands International, Inc., Senior Unsecured Bond, 7.875%, 02/01/2021(b) |
B1 | 1,500,000 | 1,575,000 | |||||||||
Del Monte Foods Co., Senior Unsecured Bond, 7.625%, 02/15/2019 |
Caa1 | 5,000,000 | 5,162,500 | |||||||||
U.S. Foods, Inc., Senior Unsecured Bond, 8.500%, 06/30/2019 |
Caa2 | 2,500,000 | 2,625,000 | |||||||||
|
|
|||||||||||
10,903,750 | ||||||||||||
|
|
|||||||||||
Chemicals, Plastics and Rubber - 0.47% |
||||||||||||
Nufarm Australia, Ltd., Senior Unsecured Bond, 6.375%, 10/15/2019(b) |
Ba3 | 3,000,000 | 3,007,500 | |||||||||
PetroLogistics LP (PetroLogistics Finance Corp.), Senior Unsecured Bond, 6.250%, 04/01/2020(b) |
B2 | 1,000,000 | 985,000 | |||||||||
|
|
|||||||||||
3,992,500 | ||||||||||||
|
|
|||||||||||
Construction and Building - 0.18% |
||||||||||||
Zachry Holdings, Inc., Senior Unsecured Bond, 7.500%, 02/01/2020(b) |
B2 | 1,450,000 | 1,500,750 | |||||||||
|
|
|||||||||||
Consumer Goods Durable - 0.96% |
||||||||||||
Reynolds Group Holdings, Inc., Senior Unsecured Bond, |
||||||||||||
8.500%, 05/15/2018 |
Ba2 | 4,000,000 | 4,140,000 | |||||||||
5.750%, 10/15/2020 |
Ba2 | 4,000,000 | 4,040,000 | |||||||||
|
|
|||||||||||
8,180,000 | ||||||||||||
|
|
|||||||||||
Consumer Goods Non Durable - 0.69% |
||||||||||||
Revlon Consumer Products Corp., Senior Unsecured Bond, 5.750%, 02/15/2021(b) |
B1 | 6,000,000 | 5,872,500 | |||||||||
|
|
|||||||||||
Energy Electricity - 0.46% |
||||||||||||
Amkor Technology, Inc., Senior Unsecured Bond, 6.375%, 10/01/2022 |
B2 | 4,000,000 | 3,950,000 | |||||||||
|
|
|||||||||||
Energy, Oil and Gas - 7.11% |
||||||||||||
Alta Mesa Holdings LP, Senior Unsecured Bond, 9.625%, 10/15/2018 |
B3 | 7,000,000 | 7,297,500 | |||||||||
Atlas Pipeline Partners LLC, Senior Unsecured Bond, |
||||||||||||
6.625%, 10/01/2020(b) |
B2 | 5,000,000 | 5,037,500 | |||||||||
4.750%, 11/15/2021(b) |
B2 | 3,000,000 | 2,703,750 | |||||||||
BreitBurn Energy Partners LP, Senior Unsecured Bond, 7.875%, 04/15/2022 |
B3 | 4,500,000 | 4,612,500 | |||||||||
CrownRock LP / CrownRock Finance, Inc., Senior Unsecured Bond, 7.125%, 04/15/2021(b) |
Caa1 | 5,000,000 | 4,925,000 | |||||||||
CVR Refining LLC / Coffeyville Finance, Inc., Senior Unsecured Bond, 6.500%, 11/01/2022(b) |
B2 | 5,000,000 | 4,925,000 | |||||||||
Everest Acquisition LLC, Senior Unsecured Bond, 7.750%, 09/01/2022 |
B2 | 2,000,000 | 2,150,000 | |||||||||
Forest Oil Corp., Senior Unsecured Bond, 7.500%, 09/15/2020(b) |
B3 | 3,000,000 | 2,865,000 | |||||||||
Genesis Energy LP/Finance Corp., Senior Unsecured Bond, 5.750%, 02/15/2021(b) |
B1 | 2,000,000 | 1,960,000 | |||||||||
Linn Energy LLC, Senior Unsecured Bond, 6.250%, 11/01/2019(b) |
B2 | 4,000,000 | 3,830,000 | |||||||||
Resolute Energy Corp., Senior Unsecured Bond, 8.500%, 05/01/2020 |
B3 | 2,900,000 | 2,965,250 | |||||||||
Samson Investment Co., Senior Unsecured Bond, 9.750%, |
B3 | 4,000,000 | 4,235,000 | |||||||||
SandRidge Energy, Inc., Senior Unsecured Bond, 7.500%, 02/15/2023 |
B2 | 4,000,000 | 3,820,000 | |||||||||
Sidewinder Drilling, Inc., Senior Unsecured Bond, 9.750%, |
B3 | 4,250,000 | 4,324,375 | |||||||||
Vanguard Natural Resources LLC, Senior Unsecured Bond, 7.875%, 04/01/2020 |
Caa1 | 2,250,000 | 2,317,500 | |||||||||
Western Refining, Inc., Senior Unsecured Bond, 6.250%, 04/01/2021(b) |
B2 | 2,500,000 | 2,450,000 | |||||||||
|
|
|||||||||||
60,418,375 | ||||||||||||
|
|
30 |
www.blackstone-gso.com |
Blackstone / GSO Strategic Credit Fund | Portfolio of Investments | |
June 30, 2013 (Unaudited) |
Moodys Rating | Principal Amount |
Market Value | ||||||||||
Healthcare and Pharmaceuticals - 0.51% |
||||||||||||
Amsurg Corp., Senior Unsecured Bond, 5.625%, 11/30/2020 |
Ba3 | $1,000,000 | $1,005,000 | |||||||||
Aurora Diagnostics Holdings LLC, Senior Unsecured Bond, 10.750%, 01/15/2018 |
Caa1 | 2,000,000 | 1,350,000 | |||||||||
Valeant Pharmaceuticals, Inc., Senior Unsecured Bond, 6.375%, |
B1 | 2,000,000 | 1,987,500 | |||||||||
|
|
|||||||||||
4,342,500 | ||||||||||||
|
|
|||||||||||
High Tech Industries - 3.70% |
||||||||||||
Allen Systems Group, Inc., Senior Secured Bond, 10.500%, 11/15/2016(b) |
Caa2 | 1,875,000 | 1,237,500 | |||||||||
Brocade Communications Systems, Inc., Senior Unsecured Bond, 4.625%, 01/15/2023(b) |
B1 | 1,250,000 | 1,181,250 | |||||||||
IMS Health, Inc., Senior Unsecured Bond, 6.000%, 11/01/2020(b) |
B3 | 2,600,000 | 2,652,000 | |||||||||
MModal, Inc., Senior Unsecured Bond, 10.750%, 08/15/2020(b) |
Caa1 | 3,017,000 | 2,473,940 | |||||||||
Mood Media Corp., Senior Unsecured Bond, 9.250%, 10/15/2020(b) |
B3 | 8,700,000 | 8,004,000 | |||||||||
Sanmina-SCI Corp., Senior Unsecured Bond, 7.000%, 05/15/2019(b) |
B1 | 4,000,000 | 4,140,000 | |||||||||
Southern Graphics, Inc., Senior Unsecured Bond, 8.375%, 10/15/2020(b) |
Caa1 | 1,000,000 | 1,035,000 | |||||||||
Technicolor S.A., Senior Unsecured Bond, |
||||||||||||
9.350%, 04/23/2016 |
B3 | 485,103 | 557,384 | |||||||||
9.350%, 05/26/2017 |
B3 | 1,455,991 | 1,672,934 | |||||||||
Viasystems, Inc., Senior Unsecured Bond, 7.875%, 05/01/2019(b) |
B2 | 8,002,000 | 8,482,120 | |||||||||
|
|
|||||||||||
31,436,128 | ||||||||||||
|
|
|||||||||||
Hotels, Gaming and Leisure - 1.71% |
||||||||||||
Felcor Lodging Trust, Inc., Senior Unsecured Bond, 5.625%, 03/01/2023 |
B2 | 4,000,000 | 3,900,000 | |||||||||
NCL Corp., Ltd., Senior Unsecured Bond, 5.000%, 02/15/2018(b) |
B3 | 3,250,000 | 3,201,250 | |||||||||
Sabre Holdings, Corp., Senior Unsecured Bond, 8.500%, 05/15/2019(b) |
B1 | 4,000,000 | 4,275,000 | |||||||||
Six Flags Theme Parks, Inc., Senior Unsecured Bond, 5.250%, 01/15/2021(b) |
B3 | 3,250,000 | 3,144,375 | |||||||||
|
|
|||||||||||
14,520,625 | ||||||||||||
|
|
|||||||||||
Media Diversified and Production - 3.57% |
||||||||||||
Cablevision Systems Corp., Senior Unsecured Bond, 5.875%, 09/15/2022 |
B1 | 4,000,000 | 3,890,000 | |||||||||
CCO Holdings, Inc., Senior Unsecured Bond, 5.125%, 02/15/2023 |
B1 | 3,650,000 | 3,440,125 | |||||||||
Cequel Communications LLC, Senior Unsecured Bond, 6.375%, 09/15/2020(b) |
B3 | 8,500,000 | 8,691,250 | |||||||||
LIN Television Corp., Senior Unsecured Bond, 6.375%, 01/15/2021 |
B3 | 1,250,000 | 1,270,312 | |||||||||
McGraw-Hill Global Education Holdings LLC, First Priority Lien Bond, 9.750%, 04/01/2021(b) |
B2 | 2,000,000 | 2,055,000 | |||||||||
Mediacom Broadband Group LLC, Senior Unsecured Bond, 6.375%, 04/01/2023 |
B3 | 2,225,000 | 2,225,000 | |||||||||
Quebecor Media, Inc., Senior Unsecured Bond, 5.750%, 01/15/2023 |
B2 | 1,025,000 | 1,004,500 | |||||||||
Sinclair Television Group, Inc., Senior Unsecured Bond, Series WI, 6.125%, 10/01/2022 |
B1 | 3,500,000 | 3,517,500 | |||||||||
Univision Communications, Inc., Senior Unsecured Bond, 6.750%, 09/15/2022(b) |
B2 | 4,000,000 | 4,220,000 | |||||||||
|
|
|||||||||||
30,313,687 | ||||||||||||
|
|
|||||||||||
Metals and Mining - 0.60% |
||||||||||||
Prince Mineral Holding Corp., Senior Unsecured Bond, 11.500%, 12/15/2019(b) |
Caa1 | 1,000,000 | 1,075,000 | |||||||||
Terex Corp., Senior Unsecured Bond, 6.000%, 05/15/2021 |
B3 | 4,000,000 | 4,010,000 | |||||||||
|
|
|||||||||||
5,085,000 | ||||||||||||
|
|
|||||||||||
Retail - 2.44% |
||||||||||||
Logans Roadhouse, Inc., Senior Unsecured Bond, 10.750%, 10/15/2017 |
B3 | 3,994,000 | 3,724,405 | |||||||||
New Academy Finance Co., LLC, Senior Unsecured Bond, 8.000%, 06/15/2018(b)(c) |
Caa1 | 3,000,000 | 3,090,000 | |||||||||
Petco Holdings, Inc., Senior Unsecured Bond, 8.500%, 10/15/2017(b)(c) |
Caa1 | 2,300,000 | 2,357,500 | |||||||||
Ruby Tuesday, Inc., Senior Unsecured Bond, 7.625%, 05/15/2020 |
B3 | 4,000,000 | 4,000,000 | |||||||||
Serta Simmons Holdings LLC, Senior Unsecured Bond, 8.125%, 10/01/2020(b) |
Caa1 | 6,000,000 | 6,135,000 | |||||||||
Wolverine World Wide, Inc., Senior Unsecured Bond, 6.125%, |
B2 | 1,400,000 | 1,452,500 | |||||||||
|
|
|||||||||||
20,759,405 | ||||||||||||
|
|
|||||||||||
Services - Business - 1.74% |
||||||||||||
FTI Consulting, Inc., Senior Unsecured Bond, 6.000%, 11/15/2022(b) |
Ba2 | 1,800,000 | 1,831,500 |
Semi-Annual Report | June 30, 2013 |
31 |
Blackstone / GSO Strategic Credit Fund | Portfolio of Investments | |
June 30, 2013 (Unaudited) |
Moodys Rating | Principal Amount |
Market Value | ||||||||||
Services - Business (continued) |
||||||||||||
Global A&T Electronics, Ltd., Senior Unsecured Bond, 10.000%, 02/01/2019(b) |
B1 | $4,000,000 | $4,090,000 | |||||||||
Hertz Corp., Senior Unsecured Bond, |
||||||||||||
5.875%, 10/15/2020 |
B2 | 1,000,000 | 1,035,000 | |||||||||
6.250%, 10/15/2022 |
B2 | 1,000,000 | 1,048,750 | |||||||||
Neff Rental LLC, Senior Unsecured Bond, 9.625%, 05/15/2016(b) |
Caa1 | 6,408,000 | 6,760,440 | |||||||||
|
|
|||||||||||
14,765,690 | ||||||||||||
|
|
|||||||||||
Telecommunications - 5.05% |
||||||||||||
Avaya, Inc., Senior Secured Bond, 7.000%, 04/01/2019(b) |
B1 | 4,000,000 | 3,630,000 | |||||||||
Cincinnati Bell, Inc. (aka Broadwing, Inc.), Senior Unsecured Bond, 8.750%, 03/15/2018 |
B3 | 4,643,000 | 4,672,019 | |||||||||
Crown Castle International Corp., Senior Unsecured Bond, 5.250%, 01/15/2023 |
B1 | 5,000,000 | 4,818,750 | |||||||||
DigitalGlobe, Inc., Senior Unsecured Bond, 5.250%, 02/01/2021(b) |
B1 | 1,350,000 | 1,302,750 | |||||||||
Fairpoint Communications, Inc., Senior Secured Bond, 8.750%, 08/15/2019(b) |
B2 | 3,000,000 | 2,985,000 | |||||||||
Frontier Communications Corp., Senior Unsecured Bond, 7.125%, 01/15/2023 |
Ba2 | 4,000,000 | 3,995,000 | |||||||||
GCI, Inc., Senior Unsecured Bond, 6.750%, 06/01/2021 |
B2 | 6,000,000 | 5,640,000 | |||||||||
Intelsat Jackson Holdings SA, Senior Unsecured Bond, 5.500%, 08/01/2023(b) |
B3 | 3,400,000 | 3,213,000 | |||||||||
MetroPCS Wireless, Inc., Senior Unsecured Bond, 6.250%, 04/01/2021(b) |
B1 | 2,000,000 | 2,042,500 | |||||||||
Sorenson Communications, Inc., Senior Unsecured Bond, 10.500%, |
B1 | 4,000,000 | 3,180,000 | |||||||||
Sprint Nextel Corp., Senior Unsecured Bond, 6.000%, 11/15/2022 |
B3 | 4,750,000 | 4,678,750 | |||||||||
Windstream Corp., Senior Unsecured Bond, 6.375%, 08/01/2023 |
B1 | 3,000,000 | 2,820,000 | |||||||||
|
|
|||||||||||
42,977,769 | ||||||||||||
|
|
|||||||||||
Transportation Cargo - 0.65% |
||||||||||||
Kenan Advantage Group, Inc., Senior Unsecured Bond, 8.375%, 12/15/2018(b) |
B3 | 5,250,000 | 5,486,250 | |||||||||
|
|
|||||||||||
Transportation Consumer - 0.23% |
||||||||||||
US Airways, Inc., Senior Unsecured Bond, 6.125%, 06/01/2018 |
Caa2 | 2,100,000 | 1,995,000 | |||||||||
|
|
|||||||||||
Utilities Electric - 0.47% |
||||||||||||
NRG Energy, Inc., Senior Unsecured Bond, 6.625%, 03/15/2023(b) |
B1 | 4,000,000 | 4,020,000 | |||||||||
|
|
|||||||||||
Wholesale - 0.49% |
||||||||||||
VWR Funding, Inc., Senior Unsecured Bond, 7.250%, 09/15/2017 |
Caa1 | 4,000,000 | 4,160,000 | |||||||||
|
|
|||||||||||
TOTAL CORPORATE BONDS (Cost $281,155,931) |
278,859,929 | |||||||||||
|
|
|||||||||||
Total Investments - 143.58% (Cost $1,218,745,166) |
1,220,861,306 | |||||||||||
Assets in Excess of Other Liabilities - 2.29% |
19,452,226 | |||||||||||
|
|
|||||||||||
Leverage Facility - (45.87)% |
(390,000,000) | |||||||||||
|
|
|||||||||||
Net Assets - 100.00% |
$850,313,532 | |||||||||||
|
|
Amounts above are shown as a percentage of net assets as of June 30, 2013.
(a) | The interest rate shown represents the rate at period end. |
(b) | Security exempt from registration under Rule 144A of the Securities Act of 1933. Total market value of Rule 144A securities amounts to $165,349,250, which represents approximately 19.45% of net assets as of June 30, 2013. |
(c) | Option to convert to pay-in-kind security. |
See Notes to Financial Statements.
| ||
32 |
www.blackstone-gso.com |
Blackstone / GSO Funds | Statements of Assets and Liabilities | |
June 30, 2013 (Unaudited) |
Senior Floating Rate Term Fund |
Long-Short Credit Income Fund |
Strategic Credit Fund |
||||||||||
ASSETS: |
||||||||||||
Investments, at value (Cost $429,629,686, $282,594,351 and $1,218,745,166, respectively) (including securities on loan)(a) |
$ | 428,076,116 | $ | 281,808,821 | $ | 1,220,861,306 | ||||||
Cash |
3,693,498 | 8,717,335 | 16,772,939 | |||||||||
Foreign Currency, at value (Cost $0, $0 and $49,813, respectively) |
0 | 0 | 49,813 | |||||||||
Unrealized appreciation on total return swap contracts (Note 11) |
0 | 33,338 | 0 | |||||||||
Receivable for investment securities sold |
27,144,469 | 6,596,979 | 56,744,572 | |||||||||
Interest receivable |
2,300,800 | 2,661,983 | 9,741,314 | |||||||||
Receivable for dividend reinvest |
35,758 | 6,927 | 225,423 | |||||||||
Deferred financing costs (Note 9) |
1,748,940 | 0 | 0 | |||||||||
Deposit held with broker for swap contracts |
0 | 5,401,117 | 0 | |||||||||
Total Assets |
462,999,581 | 305,226,500 | 1,304,395,367 | |||||||||
LIABILITIES: |
||||||||||||
Payable for investment securities purchased |
25,608,824 | 15,170,350 | 62,140,040 | |||||||||
Senior secured notes/leverage facility (Note 9) |
96,000,000 | 0 | 390,000,000 | |||||||||
Interest due on senior secured notes/leverage facility (Note 9) |
150,929 | 0 | 382,347 | |||||||||
Collateral for securities on loan (Note 8) |
0 | 48,880,313 | 0 | |||||||||
Unrealized depreciation on total return swap contracts (Note 11) |
0 | 182,785 | 0 | |||||||||
Swap contracts interest payable |
0 | 100,326 | 0 | |||||||||
Accrued investment advisory fee payable |
359,996 | 238,789 | 1,026,379 | |||||||||
Accrued trustees fees payable |
5,097 | 4,586 | 17,551 | |||||||||
Other payables and accrued expenses |
467,751 | 276,055 | 515,518 | |||||||||
Total Liabilities |
122,592,597 | 64,853,204 | 454,081,835 | |||||||||
340,406,984 | 240,373,296 | 850,313,532 | ||||||||||
TERM PREFERRED SHARES: (NOTE 9) |
||||||||||||
Term Preferred Shares, plus distributions payable on preferred shares |
48,104,398 | N/A | N/A | |||||||||
Total Term Preferred Shares |
48,104,398 | N/A | N/A | |||||||||
Net Assets Applicable to Common Shareholders |
$ | 292,302,586 | $ | 240,373,296 | $ | 850,313,532 | ||||||
COMPOSITION OF NET ASSETS ATTRIBUTABLE TO COMMON SHARES: |
||||||||||||
Paid-in capital |
$ | 289,800,331 | $ | 239,015,679 | $ | 847,443,664 | ||||||
Undistributed/(Overdistributed) net investment income |
(8,799) | 135,380 | (4,563,170) | |||||||||
Accumulated net realized gain on investment securities and swap contracts |
4,064,624 | 2,157,214 | 5,315,584 | |||||||||
Net unrealized appreciation/(depreciation) on investment securities and swap contracts |
(1,553,570) | (934,977) | 2,117,454 | |||||||||
Net Assets Applicable to Common Shareholders |
$ | 292,302,586 | $ | 240,373,296 | $ | 850,313,532 | ||||||
Common shares outstanding (unlimited shares authorized, par value $0.001 per share) |
15,205,439 | 12,702,160 | 44,664,382 | |||||||||
Net asset value per common share |
$ | 19.22 | $ | 18.92 | $ | 19.04 | ||||||
(a) Securities on loan with values of $0, $48,098,073 and $0, respectively. See Note 8.
See Notes to Financial Statements.
|
||
Semi-Annual Report | June 30, 2013 |
33 |
Statements of Operations | ||
For the Six Months Ended June 30, 2013 (Unaudited) |
Senior Floating Rate Term Fund |
Long-Short Credit Income Fund |
Strategic Credit Fund |
||||||||||
INVESTMENT INCOME: |
||||||||||||
Interest |
$ | 11,962,771 | $ | 8,955,492 | $ | 33,545,546 | ||||||
Facility and other fees |
636,097 | 372,225 | 2,333,377 | |||||||||
Total Investment Income |
12,598,868 | 9,327,717 | 35,878,923 | |||||||||
EXPENSES: |
||||||||||||
Investment advisory fee |
2,181,730 | 1,449,317 | 5,890,418 | |||||||||
Fund accounting and administration fees |
327,260 | 217,398 | 883,563 | |||||||||
Insurance expense |
126,280 | 71,895 | 16,967 | |||||||||
Legal and audit fees |
65,076 | 50,795 | 135,857 | |||||||||
Custodian fees |
57,092 | 139,119 | 172,858 | |||||||||
Trustees fees and expenses |
51,999 | 50,978 | 64,550 | |||||||||
Printing expense |
9,457 | 15,516 | 15,320 | |||||||||
Transfer agent fees |
7,980 | 9,306 | 8,885 | |||||||||
Securities lending agent fees |
0 | 146,595 | 0 | |||||||||
Interest on senior secured notes/leverage facility |
889,266 | 0 | 1,845,392 | |||||||||
Amortization of deferred financing costs (Note 9) |
221,368 | 0 | 0 | |||||||||
Other expenses |
72,770 | 60,897 | 76,296 | |||||||||
Total Expenses |
4,010,278 | 2,211,816 | 9,110,106 | |||||||||
Net Investment Income |
8,588,590 | 7,115,901 | 26,768,817 | |||||||||
REALIZED AND UNREALIZED GAIN/(LOSS) ON INVESTMENTS: |
|
|||||||||||
Net realized gain on: |
||||||||||||
Investment securities |
2,756,858 | 1,932,443 | 5,051,130 | |||||||||
Total return swap contracts |
0 | 408,805 | 0 | |||||||||
Foreign currency transactions |
0 | 0 | 264,454 | |||||||||
Change in unrealized appreciation/(depreciation) on: |
||||||||||||
Investment securities |
(3,754,316 | ) | (1,918,784 | ) | (7,722,593 | ) | ||||||
Total return swap contracts |
0 | 51,143 | 0 | |||||||||
Translation of assets and liabilities in foreign currency transactions |
0 | 0 | 1,314 | |||||||||
Net Realized and Unrealized Gain/(Loss) on Investments |
(997,458 | ) | 473,607 | (2,405,695 | ) | |||||||
DISTRIBUTIONS TO PREFERRED SHAREHOLDERS: |
|
|||||||||||
From ordinary income |
(613,566 | ) | N/A | N/A | ||||||||
From net realized gains |
N/A | N/A | N/A | |||||||||
Total Distributions to Preferred Shareholders |
(613,566 | ) | N/A | N/A | ||||||||
Net Increase in Net Assets Attributable to Common Shares from Operations |
$ | 6,977,566 | $ | 7,589,508 | $ | 24,363,122 | ||||||
See Notes to Financial Statements.
| ||
34 |
www.blackstone-gso.com |
Blackstone / GSO Funds | Statements of Changes in Net Assets | |
Senior Floating Rate Term Fund |
Long-Short Credit Income Fund |
Strategic Credit Fund |
||||||||||||||||||||||
For the Six Months Ended June 30, 2013 (Unaudited) |
For the Year Ended December 31, 2012 |
For the Six Months Ended (Unaudited) |
For the Year Ended December 31, 2012 |
For the Six Months Ended June 30, 2013 (Unaudited) |
For the Period September 26, 2012 (Commencement of Operations) to December 31, 2012 |
|||||||||||||||||||
FROM OPERATIONS: |
|
|||||||||||||||||||||||
Net investment income |
$ | 8,588,590 | $ | 20,678,091 | $ | 7,115,901 | $ | 15,537,136 | $ | 26,768,817 | $ | 6,049,040 | ||||||||||||
Net realized gain on investment securities and swap contracts |
2,756,858 | 2,485,033 | 2,341,248 | 3,207,302 | 5,315,584 | 537,477 | ||||||||||||||||||
Change in unrealized appreciation/(depreciation) on investment securities, swap contracts and translation of assets and liabilities in foreign currency transactions |
(3,754,316 | ) | 7,353,951 | (1,867,641 | ) | 8,854,534 | (7,721,279 | ) | 9,838,733 | |||||||||||||||
Distributions to preferred shareholders: |
||||||||||||||||||||||||
From net investment income |
(613,566 | ) | (1,232,331 | ) | 0 | 0 | 0 | 0 | ||||||||||||||||
From net realized gains |
0 | (88,500 | ) | 0 | 0 | 0 | 0 | |||||||||||||||||
Net Increase in Net Assets Attributable to Common Shares from Operations |
6,977,566 | 29,196,244 | 7,589,508 | 27,598,972 | 24,363,122 | 16,425,250 | ||||||||||||||||||
DISTRIBUTIONS TO COMMON SHAREHOLDERS: |
|
|||||||||||||||||||||||
From ordinary income |
(8,360,436 | ) | (18,668,963 | ) | (8,230,269 | ) | (16,455,664 | ) | (31,331,987 | ) | (6,049,040 | ) | ||||||||||||
From net realized gains |
0 | (2,892,755 | ) | 0 | 0 | 0 | (537,477 | ) | ||||||||||||||||
From tax return of capital |
0 | 0 | 0 | 0 | 0 | (3,852,602 | ) | |||||||||||||||||
Net Decrease in Net Assets from Distributions to Common Shareholders |
(8,360,436 | ) | (21,561,718 | ) | (8,230,269 | ) | (16,455,664 | ) | (31,331,987 | ) | (10,439,119 | ) | ||||||||||||
CAPITAL SHARE TRANSACTIONS: |
|
|||||||||||||||||||||||
Proceeds from sale of common shares (net of offering costs of $0, $0, $0, $0, $0 and $1,784,200, respectively) |
0 | 0 | 0 | 0 | 0 | 850,171,300 | ||||||||||||||||||
Net asset value of common shares issued to stockholders from reinvestment of dividends |
226,145 | 526,575 | 35,918 | 102,663 | 905,977 | 118,989 | ||||||||||||||||||
Net Increase from Capital Share Transactions |
226,145 | 526,575 | 35,918 | 102,663 | 905,977 | 850,290,289 | ||||||||||||||||||
Net Increase/(Decrease) in Net Assets Attributable to Common Shares |
(1,156,725 | ) | 8,161,101 | (604,843 | ) | 11,245,971 | (6,062,888 | ) | 856,276,420 | |||||||||||||||
NET ASSETS ATTRIBUTABLE TO COMMON SHAREHOLDERS: |
|
|||||||||||||||||||||||
Beginning of period |
293,459,311 | 285,298,210 | 240,978,139 | 229,732,168 | 856,376,420 | 100,000 | ||||||||||||||||||
End of period(a) |
$ | 292,302,586 | $ | 293,459,311 | $ | 240,373,296 | $ | 240,978,139 | $ | 850,313,532 | $ | 856,376,420 | ||||||||||||
(a) Including undistributed/ (overdistributed) net investment income of: |
$ | (8,799 | ) | $ | 376,613 | $ | 135,380 | $ | 1,249,748 | $ | (4,563,170 | ) | $ | 0 |
See Notes to Financial Statements.
|
||
Semi-Annual Report | June 30, 2013 |
35 |
Blackstone / GSO Funds | Statements of Cash Flows | |
For the Six Months Ended June 30, 2013 (Unaudited) |
CASH FLOWS FROM OPERATING ACTIVITIES: | Senior Floating Rate Term Fund |
Long-Short Credit Income Fund |
Strategic Credit Fund | |||||||||
Net increase in net assets from operations |
$ | 6,977,566 | $ | 7,589,508 | $ | 24,363,122 | ||||||
Adjustments to reconcile net increase in net assets from operations to net cash provided by/(used in) operating activities: |
||||||||||||
Purchases of long-term investment securities |
(235,194,651 | ) | (136,117,466 | ) | (776,446,880 | ) | ||||||
Proceeds from disposition of long-term investment securities |
207,375,840 | 137,259,765 | 395,303,205 | |||||||||
Net payments on swap contracts |
0 | 51,143 | 0 | |||||||||
Discounts and premiums amortized |
704,661 | 575,442 | (300,672 | ) | ||||||||
Net realized gain on: |
||||||||||||
Investment securities |
(2,756,858 | ) | (1,932,443 | ) | (5,051,130 | ) | ||||||
Total return swap contracts |
0 | (408,805 | ) | 0 | ||||||||
Foreign currency transactions |
0 | 0 | (264,454 | ) | ||||||||
Net change in unrealized (appreciation)/depreciation on: |
||||||||||||
Investment securities |
3,754,316 | 1,918,784 | 7,722,593 | |||||||||
Total return swap contracts |
0 | (51,143 | ) | 0 | ||||||||
Translation of assets and liabilities in foreign currency transactions |
0 | 0 | (1,314 | ) | ||||||||
(Increase)/Decrease in interest receivable |
94,244 | 595,963 | (3,701,792 | ) | ||||||||
Decrease in amortization of deferred financing costs |
221,368 | 0 | 0 | |||||||||
Decrease in deposits held with broker for total return swap contracts |
0 | 5,400,000 | 0 | |||||||||
Decrease in prepaid expenses and other assets |
126,171 | 58,192 | 34,415 | |||||||||
Decrease in interest payable on loan outstanding |
0 | 0 | (49,855 | ) | ||||||||
Decrease in total return swap contracts interest payable |
0 | (64,973 | ) | 0 | ||||||||
Increase/(Decrease) in interest due on senior secured notes |
(7,834 | ) | 0 | 217,048 | ||||||||
Decrease in accrued offering costs |
0 | 0 | (10,804 | ) | ||||||||
Increase/(Decrease) in accrued investment advisory fees payable |
(12,928 | ) | (5,992 | ) | 284,560 | |||||||
Decrease in accrued trustees fees payable |
(12,610 | ) | (13,758 | ) | (551 | ) | ||||||
Increase/(Decrease) in other payables and accrued expenses |
(78,860 | ) | (57,453 | ) | 214,500 | |||||||
Net cash provided by/(used in) operating activities |
(18,809,575 | ) | 14,796,764 | (357,688,009 | ) | |||||||
CASH FLOWS FROM FINANCING ACTIVITIES: |
|
|||||||||||
Increase in loan payable |
0 | 0 | 265,000,000 | |||||||||
Decrease in collateral for securities on loan |
0 | (3,525,358 | ) | 0 | ||||||||
Distributions paid - common shareholders-net |
(11,330,121 | ) | (8,192,801 | ) | (30,584,279 | ) | ||||||
Distributions paid - term preferred shares-net |
(618,416 | ) | 0 | 0 | ||||||||
Net cash provided by/(used in) financing activities |
(11,948,537 | ) | (11,718,159 | ) | 234,415,721 | |||||||
Net increase/(decrease) in cash |
(30,758,112 | ) | 3,078,605 | (123,272,288 | ) | |||||||
Cash, beginning of period |
34,451,610 | 5,638,730 | 140,095,040 | |||||||||
Cash, end of period |
$ | 3,693,498 | $ | 8,717,335 | $ | 16,822,752 | ||||||
Supplemental disclosure of cash flow information: |
|
|||||||||||
Cash paid for interest on senior secured notes/leverage facility |
$ | 897,100 | $ | | $ | 1,628,344 | ||||||
Cash paid for interest on securities lending |
$ | | $ | 146,595 | $ | | ||||||
Supplemental schedule of non-cash financing activities: |
|
|||||||||||
Common shares issued in reinvestment of distributions to common shareholders |
$ | 226,145 | $ | 35,918 | $ | 905,977 |
See Notes to Financial Statements.
| ||
36 |
www.blackstone-gso.com |
Blackstone / GSO Senior Floating Rate Term Fund | Financial Highlights |
For a Share Outstanding Throughout the Periods Indicated
For the Six June 30, 2013 (Unaudited) |
For the Year Ended |
For the Year Ended December 31, 2011 |
For the Period (Commencement of Operations) to |
|||||||||||||
PER COMMON SHARE OPERATING PERFORMANCE: |
||||||||||||||||
Net asset value - beginning of period |
$ | 19.31 | $ | 18.81 | $ | 19.63 | $ | 19.10 | ||||||||
INCOME/(LOSS) FROM INVESTMENT OPERATIONS: |
||||||||||||||||
Net investment income(a) |
0.57 | 1.36 | 1.34 | 0.62 | ||||||||||||
Net realized and unrealized gain/(loss) on investments |
(0.07) | 0.65 | (0.70) | 0.64 | ||||||||||||
DISTRIBUTIONS TO PREFERRED SHAREHOLDERS: |
||||||||||||||||
From net investment income(a) |
(0.04) | (0.08) | (0.08) | (0.03) | ||||||||||||
From net realized gains |
| (0.01) | | | ||||||||||||
Total Income from Investment Operations |
0.46 | 1.92 | 0.56 | 1.23 | ||||||||||||
DISTRIBUTIONS TO COMMON SHAREHOLDERS: |
||||||||||||||||
From ordinary income |
(0.55) | (1.23) | (1.23) | (0.66) | ||||||||||||
From net realized gains |
| (0.19) | (0.15) | | ||||||||||||
Total Distributions to Common Shareholders |
(0.55) | (1.42) | (1.38) | (0.66) | ||||||||||||
CAPITAL SHARE TRANSACTIONS: |
||||||||||||||||
Common share offering costs charged to paid-in capital |
| | | (0.04) | ||||||||||||
Total Capital Share Transactions |
| | | (0.04) | ||||||||||||
Net asset value per common share - end of period |
$ | 19.22 | $ | 19.31 | $ | 18.81 | $ | 19.63 | ||||||||
Market price per common share - end of period |
$ | 20.02 | $ | 20.33 | $ | 18.36 | $ | 19.96 | ||||||||
Total Investment Return - Net Asset Value(b) |
2.36% | 10.51% | 3.05% | 6.37% | ||||||||||||
Total Investment Return - Market Price(b) |
1.27% | 19.20% | (1.08%) | 3.29% | ||||||||||||
RATIOS AND SUPPLEMENTAL DATA: |
||||||||||||||||
Net assets attributable to common shares, end of period (000s) |
$ | 292,303 | $ | 293,459 | $ | 285,298 | $ | 297,206 | ||||||||
Ratio of expenses to average net assets attributable to common shares(c) |
2.73% | (d) | 2.78% | 2.79% | 2.41% | (d) | ||||||||||
Ratio of net investment income to average net assets attributable to common shares(c) |
5.85% | (d) | 7.04% | 6.91% | 5.37% | (d) | ||||||||||
Ratio of expenses to average managed assets(c)(e) |
1.84% | (d) | 1.87% | 1.87% | 1.83% | (d) | ||||||||||
Portfolio turnover rate |
52% | 74% | 94% | 55% | ||||||||||||
TERM PREFERRED SHARES: |
||||||||||||||||
Liquidation value, end of period, including dividends payable on Term Preferred Shares (000s) |
$ | 48,104 | $ | 48,109 | $ | 48,118 | $ | 48,109 | ||||||||
Total shares outstanding (000s) |
48 | 48 | 48 | 48 | ||||||||||||
Asset coverage per share(f) |
$ | 7,092 | $ | 7,116 | $ | 6,946 | $ | 7,194 | ||||||||
Liquidation preference per share |
$ | 1,000 | $ | 1,000 | $ | 1,000 | $ | 1,000 | ||||||||
SENIOR SECURED NOTES: |
||||||||||||||||
Aggregate principal amount, end of period (000s) |
$ | 96,000 | $ | 96,000 | $ | 96,000 | $ | 96,000 | ||||||||
Average borrowings outstanding during the period (000s) |
$ | 96,000 | $ | 96,000 | $ | 96,000 | $ | 61,527 | ||||||||
Asset coverage, end of period per $1,000 |
$ | 4,045 | $ | 4,057 | $ | 3,972 | $ | 4,096 |
Semi-Annual Report | June 30, 2013 |
37 |
Blackstone / GSO Senior Floating Rate Term Fund |
Financial Highlights |
For a Share Outstanding Throughout the Periods Indicated
(a) | Calculated using average common shares outstanding. |
(b) | Total investment return is calculated assuming a purchase of common share at the opening on the first day and a sale at closing on the last day of each period reported. Dividends and distributions are assumed for purposes of this calculation to be reinvested at prices obtained under the Funds dividend reinvestment plan. Total investment returns do not reflect brokerage commissions, if any, and are not annualized. |
(c) | Ratios do not reflect dividend payments to preferred shareholders. |
(d) | Annualized. |
(e) | Average managed assets represent net assets applicable to common shares plus liquidation value of Term Preferred Shares and principal value of senior secured notes payable. |
(f) | Calculated by subtracting the Funds total liabilities (excluding Term Preferred Shares) from the Funds total assets and dividing by the number of Term Preferred Shares outstanding. |
See Notes to Financial Statements.
| ||
38 |
www.blackstone-gso.com |
Blackstone / GSO Long-Short Credit Income Fund | Financial Highlights |
For a Share Outstanding Throughout the Periods Indicated
For the Six Months Ended June 30, 2013 (Unaudited) |
For the Year Ended |
For the Period January 27, 2011 (Commencement of Operations) to December 31, 2011 |
||||||||||
PER COMMON SHARE OPERATING PERFORMANCE: |
||||||||||||
Net asset value - beginning of period |
$ | 18.97 | $ | 18.10 | $ | 19.10 | ||||||
INCOME/(LOSS) FROM INVESTMENT OPERATIONS: |
||||||||||||
Net investment income(a) |
0.56 | 1.22 | 0.86 | |||||||||
Net realized and unrealized gain/(loss) on investments |
0.04 | 0.95 | (0.74) | |||||||||
Total Income from Investment Operations |
0.60 | 2.17 | 0.12 | |||||||||
DISTRIBUTIONS TO COMMON SHAREHOLDERS: |
||||||||||||
From ordinary income |
(0.65) | (1.30) | (0.84) | |||||||||
From tax return of capital |
| | (0.24) | |||||||||
Total Distributions to Common Shareholders |
(0.65) | (1.30) | (1.08) | |||||||||
CAPITAL SHARE TRANSACTIONS: |
||||||||||||
Common share offering costs charged to paid-in capital |
| | (0.04) | |||||||||
Total Capital Share Transactions |
| | (0.04) | |||||||||
Net asset value per common share - end of period |
$ | 18.92 | $ | 18.97 | $ | 18.10 | ||||||
Market price per common share - end of period |
$ | 19.65 | $ | 18.75 | $ | 17.06 | ||||||
Total Investment Return - Net Asset Value(b) |
3.22% | 12.45% | 0.56% | |||||||||
Total Investment Return - Market Price(b) |
8.46% | 17.92% | (9.48%) | |||||||||
RATIOS AND SUPPLEMENTAL DATA: |
||||||||||||
Net assets attributable to common shares, end of period (000s) |
$ | 240,373 | $ | 240,978 | $ | 229,732 | ||||||
Ratio of expenses to average net assets attributable to common shares |
1.83% | (c) | 1.82% | 1.78% | (c) | |||||||
Ratio of net investment income to average net assets attributable to common shares |
5.89% | (c) | 6.54% | 5.00% | (c) | |||||||
Portfolio turnover rate |
48% | 77% | 104% |
(a) | Calculated using average common shares outstanding. |
(b) | Total investment return is calculated assuming a purchase of common share at the opening on the first day and a sale at closing on the last day of each period reported. Dividends and distributions are assumed for purposes of this calculation to be reinvested at prices obtained under the Funds dividend reinvestment plan. Total investment returns do not reflect brokerage commissions, if any, and are not annualized. |
(c) | Annualized. |
See Notes to Financial Statements.
|
||
Semi-Annual Report | June 30, 2013 |
39 |
Financial Highlights |
For a Share Outstanding Throughout the Periods Indicated
For the Six Months Ended June 30, 2013 (Unaudited) |
For the Period September 25, 2012 (Commencement of Operations) to December 31, 2012 |
|||||||
PER COMMON SHARE OPERATING PERFORMANCE: |
||||||||
Net asset value - beginning of period |
$ | 19.19 | $ | 19.10 | ||||
INCOME/(LOSS) FROM INVESTMENT OPERATIONS: |
||||||||
Net investment income(a) |
0.60 | 0.14 | ||||||
Net realized and unrealized gain/(loss) on investments |
(0.05) | 0.22 | ||||||
Total Income from Investment Operations |
0.55 | 0.36 | ||||||
DISTRIBUTIONS TO COMMON SHAREHOLDERS: |
||||||||
From ordinary income |
(0.70) | (0.13) | ||||||
From net realized gains |
| (0.01) | ||||||
From tax return of capital |
| (0.09) | ||||||
Total Distributions to Common Shareholders |
(0.70) | (0.23) | ||||||
CAPITAL SHARE TRANSACTIONS: |
||||||||
Common share offering costs charged to paid-in capital |
| (0.04) | ||||||
Total Capital Share Transactions |
| (0.04) | ||||||
Net asset value per common share - end of period |
$ | 19.04 | $ | 19.19 | ||||
Market price per common share - end of period |
$ | 18.86 | $ | 18.55 | ||||
Total Investment Return - Net Asset Value(b) |
2.95% | 1.73% | ||||||
Total Investment Return - Market Price(b) |
5.49% | (6.09%) | ||||||
RATIOS AND SUPPLEMENTAL DATA: |
||||||||
Net assets attributable to common shares, end of period (000s) |
$ | 850,314 | $ | 856,376 | ||||
Ratio of expenses to average net assets attributable to common shares |
2.12% | (c) | 1.33% | (c) | ||||
Ratio of net investment income to average net assets attributable to common shares |
6.24% | (c) | 2.79% | (c) | ||||
Ratio of expenses to average managed assets(d) |
1.55% | (c) | 1.32% | (c) | ||||
Portfolio turnover rate |
38% | 11% | ||||||
SENIOR SECURED NOTES: |
||||||||
Aggregate principal amount, end of period (000s) |
$ | 390,000 | $ | 125,000 | ||||
Average borrowings outstanding during the period (000s) |
$ | 320,220 | $ | 125,000 | (e) | |||
Asset coverage, end of period per $1,000 |
$ | 3,180 | $ | 7,851 |
(a) | Calculated using average common shares outstanding. |
(b) | Total investment return is calculated assuming a purchase of common share at the opening on the first day and a sale at closing on the last day of each period reported. Dividends and distributions are assumed for purposes of this calculation to be reinvested at prices obtained under the Funds dividend reinvestment plan. Total investment returns do not reflect brokerage commissions, if any, and are not annualized. |
(c) | Annualized. |
(d) | Average managed assets represent net assets applicable to common shares plus principal value of senior secured notes payable. |
(e) | First borrowing was made on December 27, 2012. |
See Notes to Financial Statements.
| ||
40 |
www.blackstone-gso.com |
Blackstone / GSO Funds | Notes to Financial Statements | |
June 30, 2013 (Unaudited) |
NOTE 1. ORGANIZATION
Blackstone / GSO Senior Floating Rate Term Fund (BSL), is a non-diversified, closed-end management investment company. BSL was organized as a Delaware statutory trust on March 4, 2010. BSL was registered under the Investment Company Act of 1940, as amended (the 1940 Act), on March 5, 2010. BSL commenced operations on May 26, 2010. Prior to that date, BSL had no operations other than matters relating to its organization and the sale and issuance of 5,236 common shares of beneficial interest in BSL to GSO /Blackstone Debt Funds Management LLC (the Adviser) at a price of $19.10 per share. The Adviser serves as BSLs investment adviser. BSLs common shares are listed on the New York Stock Exchange (the Exchange) and trade under the ticker symbol BSL.
Absent shareholder approval to extend the term of BSL, BSL will dissolve on or about May 31, 2020. Upon dissolution, BSL will distribute substantially all of its net assets to shareholders, after making appropriate provision for any liabilities. Pursuant to BSLs Amended and Restated Agreement and Declaration of Trust (the Declaration of Trust), prior to the date of dissolution a majority of the Board of Trustees, with the approval of a majority of the shareholders entitled to vote (as defined in the 1940 Act) may extend the life of BSL. If approved, the dissolution date of BSL may be extended by a period of two years or such shorter time as may be determined. However, the dissolution date of BSL may be extended an unlimited number of times.
Blackstone / GSO Long-Short Credit Income Fund (BGX) is a non-diversified closed-end management investment company. BGX was organized as a Delaware statutory trust on October 22, 2010. BGX was registered under the 1940 Act on October 26, 2010. BGX commenced operations on January 27, 2011. Prior to that, BGX had no operations other than matters relating to its organization and the sale and issuance of 5,236 common shares of beneficial interest in BGX to the Adviser at a price of $19.10 per share. The Adviser serves as the investment adviser for BGX. BGXs common shares are listed on the Exchange and trade under the ticker symbol BGX.
Blackstone / GSO Strategic Credit Fund (BGB and collectively with BSL and BGX, the Funds) is a newly organized non-diversified closed-end management investment company. BGB was organized as a Delaware statutory trust on March 28, 2012. BGB was registered under the 1940 Act on April 6, 2012. BGB commenced operations on September 26, 2012. Prior to that, BGB had no operations other than matters relating to its organization and the sale and issuance of 5,236 common shares of beneficial interest in BGB to the Adviser at a price of $19.10 per share. The Adviser serves as the investment adviser for BGB. BGBs common shares are listed on the Exchange and trade under the ticker symbol BGB.
BGB will dissolve on or about September 15, 2027, absent shareholder approval to extend such term. Upon dissolution, BGB will distribute substantially all of its net assets to shareholders, after making appropriate provision for any liabilities of the Fund. Pursuant to BGBs Agreement and Declaration of Trust, prior to the date of dissolution a majority of the Board of Trustees, with the approval of a majority of the outstanding voting securities entitled to vote (as defined in the 1940 Act), may extend the life of BGB. If approved, the dissolution date of the Fund may be extended by a period of two years or such shorter time as may be determined. However, the dissolution date of the Fund may be extended an unlimited number of times.
BSLs 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. Under normal market conditions, at least 80% of BSLs assets will be invested in senior secured, floating rate loans (Senior Loans).
BGXs primary investment objective is 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 (Secured Loans) and high-yield corporate debt securities of varying maturities. BGXs long positions in loans and fixed-income instruments will typically be rated below investment grade at the time of purchase. BGXs long positions, either directly or through the use of derivatives, may total up to 130% of BGXs net assets. BGXs short positions, either directly or through the use of derivatives, may total up to 30% of BGXs net assets.
BGBs 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. The Fund will seek to achieve its investment objectives by investing primarily in a diversified portfolio of loans and other fixed income instruments of predominantly U.S. corporate issuers, including first- and second-lien secured loans (Senior Secured Loans) and high yield corporate bonds of varying maturities. Under normal market conditions, at least 80% of BGBs assets will be invested in credit investments comprised of corporate fixed income instruments and other investments (including derivatives) with similar economic characteristics.
Senior Loans, Secured Loans and Senior Secured Loans are referred to collectively as Loans throughout the Notes to Financial Statements.
The Funds are classified as non-diversified under the 1940 Act. As a result, each fund can invest a greater portion of its assets in obligations of a single issuer than a diversified fund. The Funds may therefore be more susceptible than a diversified fund to being adversely affected by any single corporate, economic, political, or regulatory occurrence.
Semi-Annual Report | June 30, 2013 |
41 |
Blackstone / GSO Funds | Notes to Financial Statements | |
June 30, 2013 (Unaudited) |
NOTE 2. SIGNIFICANT ACCOUNTING POLICIES
The following is a summary of significant accounting policies followed by the Funds in the preparation of their financial statements. The preparation of their financial statements is in accordance with accounting principles generally accepted in the United States of America (GAAP), which requires management to make estimates and assumptions that affect the reported amounts and disclosures in the financial statements. Actual results could differ from those estimates and these differences could be material.
Portfolio Valuation: The Funds net asset value (NAV) is determined daily on each day that the Exchange is open for business, as of the close of the regular trading session on the Exchange. The Funds calculate NAV per share by subtracting liabilities (including accrued expenses or dividends) from the total assets of each Fund (the value of the securities plus cash or other assets, including interest accrued but not yet received) and dividing the result by the total number of outstanding common shares of the Funds.
Loans are primarily valued by using a composite loan price from a nationally recognized loan pricing service. The methodology used by the Funds nationally recognized loan pricing provider for composite loan prices is to value loans at the mean of the bid and ask prices from one or more brokers or dealers. Corporate bonds, other than short-term investments, are valued at the price provided by a nationally recognized pricing service. The prices provided by the nationally recognized service are typically based on the mean of bid and ask prices for each corporate bond security. In determining the value of a particular investment, pricing services may use certain information with respect to transactions in such investments, quotations from dealers, pricing matrices, market transactions in comparable investments, various relationships observed in the market between investments and calculated yield measures based on valuation technology commonly employed in the market for such investments. Short-term debt investments, if any, having a remaining maturity of 60 days or less when purchased would be valued at cost adjusted for amortization of premiums and accretion of discounts. Total return swaps are marked to market daily using prices of the underlying floating rate loans, which are then applied to the corresponding swap. Prices for the underlying floating rate loans are provided by the same nationally recognized loan pricing service. Credit default swaps are marked to market daily using quotations from pricing services, which are derived using daily swap curves and models that incorporate a number of factors such as the value of the underlying index. Any investments and other assets for which such current market quotations are not readily available are valued at fair value (Fair Valued Assets) as determined in good faith by management under procedures established by, and under the general supervision and responsibility of, the Funds Boards of Trustees.
Various inputs are used to determine the value of the Funds investments. Observable inputs are inputs that reflect the assumptions market participants would use in pricing the asset or liability developed based on market data obtained from sources independent of the reporting entity. Unobservable inputs are inputs that reflect the reporting entitys own assumptions about the assumptions market participants would use in pricing the asset or liability developed based on the best information available in the circumstances. The three-tier hierarchy of inputs is summarized in the three broad Levels listed below.
Level 1 Unadjusted quoted prices in active markets for identical investments at the measurement date.
Level 2 Significant observable inputs (including quoted prices for similar investments, interest rates, prepayment speeds, credit risk, etc.)
Level 3 Significant unobservable inputs (including the Funds own assumptions in determining the fair value of investments).
The valuation techniques used by the Funds to measure fair value during the six months ended June 30, 2013 maximized the use of observable inputs and minimized the use of unobservable inputs. The categorization of a value determined for investments and other financial instruments is based on the pricing transparency of the investment and other financial instrument and does not necessarily correspond to the Funds perceived risk of investing in those securities.
42 |
www.blackstone-gso.com |
Blackstone / GSO Funds | Notes to Financial Statements | |
June 30, 2013 (Unaudited) |
The following tables summarize the valuation of the Funds investments under the fair value hierarchy levels as of June 30, 2013:
Blackstone / GSO Senior Floating Rate Term Fund
Investments in Securities at Value* | Level 1 - Quoted Prices |
Level 2 - Significant Observable Inputs |
Level 3 - Significant Unobservable Inputs |
Total | ||||||||||||
Floating Rate Loan Interests |
||||||||||||||||
Aerospace and Defense |
$ | | $ | 8,032,820 | $ | 4,096,138 | $ | 12,128,958 | ||||||||
Automotive |
| 7,648,028 | 1,886,528 | 9,534,556 | ||||||||||||
Banking, Finance, and Real Estate |
| 9,467,787 | 2,985,000 | 12,452,787 | ||||||||||||
Beverage, Food and Tobacco |
| 11,587,187 | 2,177,297 | 13,764,484 | ||||||||||||
Capital Equipment |
| 3,574,832 | 4,702,500 | 8,277,332 | ||||||||||||
Construction and Building |
| 1,671,008 | 5,928,155 | 7,599,163 | ||||||||||||
Containers, Packaging and Glass |
| 9,117,135 | 489,593 | 9,606,728 | ||||||||||||
Energy, Oil and Gas |
| 22,394,299 | 4,652,413 | 27,046,712 | ||||||||||||
Forest Products and Paper |
| | 1,995,000 | 1,995,000 | ||||||||||||
Healthcare and Pharmaceuticals |
| 41,986,877 | 4,375,175 | 46,362,052 | ||||||||||||
High Tech Industries |
| 40,285,726 | 10,604,342 | 50,890,068 | ||||||||||||
Hotels, Gaming and Leisure |
| 14,013,876 | 1,030,000 | 15,043,876 | ||||||||||||
Media Advertising, Printing and Publishing |
| 7,728,230 | 1,058,400 | 8,786,630 | ||||||||||||
Retail |
| 28,438,989 | 6,298,885 | 34,737,874 | ||||||||||||
Services - Business |
| 36,080,617 | 3,029,999 | 39,110,616 | ||||||||||||
Utilities Electric |
| | 936,545 | 936,545 | ||||||||||||
Other |
| 105,994,325 | | 105,994,325 | ||||||||||||
Corporate Bonds |
| 23,808,410 | | 23,808,410 | ||||||||||||
Total |
$ | | $ | 371,830,146 | $ | 56,245,970 | $ | 428,076,116 | ||||||||
Blackstone / GSO Long-Short Credit Income Fund |
|
|||||||||||||||
Investments in Securities at Value* | Level 1 - Quoted Prices | Level 2 - Significant Observable Inputs |
Level 3 - Significant Unobservable Inputs |
Total | ||||||||||||
Floating Rate Loan Interests |
||||||||||||||||
Aerospace and Defense |
$ | | $ | 1,741,543 | $ | 3,259,716 | $ | 5,001,259 | ||||||||
Automotive |
| 5,994,649 | 1,131,917 | 7,126,566 | ||||||||||||
Banking, Finance, and Real Estate |
| 2,962,302 | 1,865,625 | 4,827,927 | ||||||||||||
Capital Equipment |
| 994,074 | 3,705,000 | 4,699,074 | ||||||||||||
Construction and Building |
| 1,860,887 | 3,396,342 | 5,257,229 | ||||||||||||
Consumer Goods Durable |
| 8,445,421 | 1,980,000 | 10,425,421 | ||||||||||||
Containers, Packaging and Glass |
| 3,014,850 | 326,395 | 3,341,245 | ||||||||||||
Energy, Oil and Gas |
| 4,025,351 | 2,465,848 | 6,491,199 | ||||||||||||
Healthcare and Pharmaceuticals |
| 13,714,947 | 2,432,888 | 16,147,835 | ||||||||||||
High Tech Industries |
| 23,892,752 | 6,880,487 | 30,773,239 | ||||||||||||
Media Advertising, Printing and Publishing |
| 2,207,235 | 1,407,600 | 3,614,835 | ||||||||||||
Retail |
| 14,871,458 | 4,366,249 | 19,237,707 | ||||||||||||
Services - Business |
| 14,270,590 | 1,638,394 | 15,908,984 | ||||||||||||
Utilities Electric |
| 700,440 | 624,364 | 1,324,804 | ||||||||||||
Other |
| 72,612,335 | | 72,612,335 | ||||||||||||
Corporate Bonds |
| 75,019,162 | | 75,019,162 | ||||||||||||
Total |
$ | | $ | 246,327,996 | $ | 35,480,825 | $ | 281,808,821 | ||||||||
Other Financial Instruments** |
||||||||||||||||
Assets |
||||||||||||||||
Total Return Swap Contracts |
$ | | $ | 33,338 | $ | | $ | 33,338 | ||||||||
Liabilities |
||||||||||||||||
Total Return Swap Contracts |
| (182,785 | ) | | (182,785 | ) | ||||||||||
Total |
$ | | $ | (149,447 | ) | $ | | $ | (149,447 | ) | ||||||
All securities of the Fund were valued using Level 1 or Level 2 inputs during the six months ended June 30, 2013. Thus a reconciliation of assets in which significant unobservable inputs (Level 3) were used is not applicable for the Fund.
* | For detailed descriptions of classifications, see the accompanying Portfolio of Investments. |
** | Other financial instruments are derivative instruments not reflected in the Portfolio of Investments. |
Semi-Annual Report | June 30, 2013 |
43 |
Blackstone / GSO Funds |
Notes to Financial Statements | |
June 30, 2013 (Unaudited) |
Blackstone / GSO Strategic Credit Fund
Investments in Securities at Value* | Level 1 - Quoted Prices | Level 2 - Significant Observable Inputs |
Level 3 - Significant Unobservable Inputs |
Total | ||||||||||||
Floating Rate Loan Interests |
||||||||||||||||
Aerospace and Defense |
$ | | $ | 17,951,037 | $ | 14,331,009 | $ | 32,282,046 | ||||||||
Automotive |
| 10,789,055 | 3,773,056 | 14,562,111 | ||||||||||||
Banking, Finance, and Real Estate |
| 37,810,993 | 9,328,125 | 47,139,118 | ||||||||||||
Capital Equipment |
| 10,120,494 | 6,433,875 | 16,554,369 | ||||||||||||
Construction and Building |
| | 15,717,540 | 15,717,540 | ||||||||||||
Containers, Packaging and Glass |
| 31,934,842 | 3,008,782 | 34,943,624 | ||||||||||||
Energy, Oil and Gas |
| 37,180,104 | 26,132,205 | 63,312,309 | ||||||||||||
Forest Products and Paper |
| | 1,995,000 | 1,995,000 | ||||||||||||
Healthcare and Pharmaceuticals |
| 87,376,020 | 16,173,716 | 103,549,736 | ||||||||||||
High Tech Industries |
| 88,191,301 | 36,236,098 | 124,427,399 | ||||||||||||
Hotels, Gaming and Leisure |
| 22,542,280 | 3,090,000 | 25,632,280 | ||||||||||||
Media Broadcasting and Subscription |
| 23,333,509 | 2,476,672 | 25,810,181 | ||||||||||||
Retail |
| 79,219,482 | 3,984,351 | 83,203,833 | ||||||||||||
Services - Business |
| 50,781,421 | 23,631,213 | 74,412,634 | ||||||||||||
Telecommunications |
| 46,857,287 | 2,996,250 | 49,853,537 | ||||||||||||
Utilities Electric |
| 1,996,232 | 6,150,968 | 8,147,200 | ||||||||||||
Other |
| 220,458,460 | | 220,458,460 | ||||||||||||
Corporate Bonds |
||||||||||||||||
Telecommunications |
| 39,797,769 | 3,180,000 | 42,977,769 | ||||||||||||
Other |
| 235,882,160 | | 235,882,160 | ||||||||||||
Total |
$ | | $ | 1,042,222,446 | $ | 178,638,860 | $ | 1,220,861,306 | ||||||||
The changes of the fair value of investments for which the Funds have used Level 3 inputs to determine the fair value are as follows:
Blackstone / GSO Rate Fund |
Blackstone / GSO Income Fund |
Blackstone / GSO Strategic Credit Fund |
||||||||||||||||||
Investments in Securities | Floating Rate Loan Interests |
Floating Rate Loan Interests |
Floating Rate Loan Interests |
Corporate Bonds |
Total | |||||||||||||||
|
|
|||||||||||||||||||
Balance as of December 31, 2012 |
$ | 65,489,833 | $ | 43,588,334 | $ | 101,343,064 | $ | | $ | 101,343,064 | ||||||||||
Accrued discount/ premium |
53,828 | 15,363 | 39,732 | | 39,732 | |||||||||||||||
Realized Gain/(Loss) |
160,988 | 144,240 | 842,812 | | 842,812 | |||||||||||||||
Change in Unrealized Appreciation/(Depreciation) |
(41,084 | ) | (104,672 | ) | 146 | | 146 | |||||||||||||
Purchases |
20,437,531 | 14,371,068 | 99,004,530 | | 99,004,530 | |||||||||||||||
Sales Proceeds |
(21,029,723 | ) | (9,509,886 | ) | (44,399,288 | ) | | (44,399,288 | ) | |||||||||||
Transfer into Level 3 |
14,836,522 | 3,538,469 | 51,329,984 | 3,180,000 | 54,509,984 | |||||||||||||||
Transfer out of Level 3 |
(23,661,925 | ) | (16,562,091 | ) | (32,702,120 | ) | | (32,702,120 | ) | |||||||||||
|
|
|||||||||||||||||||
Balance as of June 30, 2013 |
$ | 56,245,970 | $ | 35,480,825 | $ | 175,458,860 | $ | 3,180,000 | $ | 178,638,860 | ||||||||||
|
|
|||||||||||||||||||
Net change in unrealized appreciation/(depreciation) included in the Statements of Operations attributable to Level 3 investments held at June 30, 2013 |
$ | 284,963 | $ | 52,943 | $ | 1,246,243 | $ | (481,424 | ) | $ | 764,819 | |||||||||
|
|
Information about Level 3 fair value measurements as of June 30, 2013:
Blackstone / GSO Senior Floating Rate Term Fund | Fair Value | Valuation Technique(s) | Unobservable Input(s) | |||||
Assets |
||||||||
Floating Rate Loan Interests |
$ | 56,245,970 | Third-party vendor pricing service | Vendor quotes | ||||
Blackstone / GSO Long-Short Credit Income Fund | Fair Value | Valuation Technique(s) | Unobservable Input(s) | |||||
Assets |
||||||||
Floating Rate Loan Interests |
$ | 35,480,825 | Third-party vendor pricing service | Vendor quotes |
44 |
www.blackstone-gso.com |
Blackstone / GSO Funds | Notes to Financial Statements | |
June 30, 2013 (Unaudited) |
Blackstone / GSO Strategic Credit Fund | Fair Value | Valuation Technique(s) | Unobservable Input(s) | |||||
Assets |
||||||||
Floating Rate Loan Interests |
$ | 175,458,860 | Third-party vendor pricing service | Vendor quotes | ||||
Corporate Bonds |
$ | 3,180,000 | Third-party vendor pricing service | Vendor quotes |
The Funds evaluate transfers into or out of Level 1, 2 and 3 as of the end of the reporting period. There were no transfers between Level 1 and 2 during the period. Securities were transferred from Level 2 to Level 3 because of a lack of observable market data due to decrease in market activity and information for these securities. Other securities were moved from Level 3 to Level 2 as observable inputs were available for purposes of valuing those assets.
Securities Transactions and Investment Income: Securities transactions are recorded on trade date for financial reporting purposes and amounts payable or receivable for trades not settled at the time of period end are reflected as liabilities and assets, respectively. Interest income, including accretion of discount and amortization of premium, is recorded on the accrual basis. Realized gains and losses from securities transactions and foreign currency transactions, if any, are recorded on the basis of identified cost and stated separately in the Statement of Operations.
When the Funds sell a floating rate loan interest they may pay an agency fee. The Funds earn facility and other fees on floating rate loan interests, and facility fees are typically amortized to income over the term of the loan. Consent and amendment fees are also recorded to income as earned. All of these fees are shown on the Statement of Operations under Facility and other fees.
Federal Income Taxes: It is the policy of the Funds to continue to qualify as regulated investment companies by complying with the requirements of Subchapter M of the Internal Revenue Code of 1986, as amended, applicable to regulated investment companies, and to distribute substantially all of their earnings to their shareholders. While no federal income tax provision is required, in early 2013 BGX paid an excise tax liability of $32,140 relating to the tax year 2012. No federal income or excise tax provision is required for BSL or BGB.
Income distributions and capital gain distributions are determined in accordance with income tax regulations, which may differ from GAAP. These differences are primarily due to differing treatments of income and gains on various investment securities held by the Funds, timing differences and differing characterization of distributions made by the Funds as a whole.
As of and during the six month period ended June 30, 2013, the Funds did not have a liability for any unrecognized tax benefits. The Funds file U.S. federal, state, and local tax returns as required. The Funds tax returns are subject to examination by the relevant tax authorities until expiration of the applicable statute of limitations which is generally three years after the filing of the tax return for federal purposes and four years for most state returns. Tax returns for open years have incorporated no uncertain tax positions that require a provision for income taxes.
Distributions to Shareholders: The Funds make monthly cash distributions of all or a portion of their net investment income to common shareholders. The Funds will distribute to common shareholders at least annually all or substantially all of their net investment income after the payment of dividends and interest, if any, owed with respect to outstanding preferred shares and/or borrowings. The Funds intend to pay any capital gains distributions at least annually. If BSL realizes a long-term capital gain, it will be required to allocate such gain between the common shares and term preferred shares issued by BSL in proportion to the total dividends paid to each class for the year in which the income is realized.
NOTE 3. MANAGEMENT FEES, ADMINISTRATION FEES, AND OTHER AGREEMENTS
The Adviser, a wholly-owned subsidiary of GSO Capital Partners LP (collectively with its affiliates, GSO), is a registered investment adviser and is responsible for the day-to-day management of, and providing administrative and compliance oversight services to, the Funds. GSO is an affiliate of The Blackstone Group L.P. (collectively with its affiliates, Blackstone).
For BSL, the Adviser receives a monthly fee at the annual rate of 1.00% of the average daily value of BSLs total assets (including any assets attributable to any leverage used) minus the sum of the BSLs accrued liabilities (other than Fund liabilities incurred for any leverage) (Managed Assets). For BGX, the Adviser receives a monthly fee at the annual rate of 1.20% of the average daily value of BGXs net assets (total assets of BGX minus liabilities including accrued expenses or dividends). For BGB, the Adviser receives a monthly fee at the annual rate of 1.00% of the average daily value of BGBs Managed Assets.
Each Fund pays every Trustee who is not a director, officer, employee, or affiliate of GSO or ALPS (as defined below), a fee of $16,667 per annum, plus $2,500 per joint meeting of the Board of Trustees. The Chairman of the Audit Committee and Chairman of the Nominating and Governance Committee also each receive $2,500 per annum from each fund. The Lead Independent Trustee receives $2,667 from each Fund. In addition, for each joint meeting of a committee of the Board of Trustees that does not occur on a regular meeting or special meeting of the Funds, the Funds will each pay every committee member $750 for each such committee meeting attended. If such committee meeting is not held jointly, the respective
Semi-Annual Report | June 30, 2013 |
45 |
Blackstone / GSO Funds | Notes to Financial Statements | |
June 30, 2013 (Unaudited) |
Fund will pay each committee member $1,000 for each such meeting attended. The Funds will also reimburse independent Trustees for travel and out-of-pocket expenses incurred in connection with such meetings.
ALPS Fund Services, Inc. (ALPS) serves as administrator to the Funds. Under the administration agreement, ALPS is responsible for calculating the net asset value of the common shares and generally managing the administrative affairs of the Funds. For BSL and BGB, ALPS receives a monthly fee at the annual rate of 0.15% of the average daily value of Managed Assets, subject to a minimum annual fee of $350,000, plus out-of-pocket expenses. For BGX, ALPS receives a monthly fee at the annual rate of 0.18% of the average daily value of BGXs net assets, also subject to a minimum annual fee of $350,000, plus out-of-pocket expenses. ALPS is not considered an affiliate of the Funds, as defined under the 1940 Act.
The Bank of New York Mellon serves as BSLs and BGBs custodian and JP Morgan Chase Bank, National Association serves as BGXs custodian. Computershare Shareowner Services, LLC, serves as the Funds transfer agent. The Bank of New York Mellon, Computershare Shareowner Services, LLC, and JP Morgan Chase are not considered affiliates of the Funds as defined under the 1940 Act.
NOTE 4. SECURITIES TRANSACTIONS
Investment transactions for the six months ended June 30, 2013, excluding temporary short-term investments, were as follows:
Fund | Cost of Investments Purchased |
Proceeds from Investments Sold |
||||||
Blackstone / GSO Senior Floating Rate Term Fund |
$ | 234,526,215 | $ | 223,330,836 | ||||
Blackstone / GSO Long-Short Credit Income Fund |
144,161,087 | 137,383,535 | ||||||
Blackstone / GSO Strategic Credit Fund |
716,049,967 | 444,063,613 |
NOTE 5. CAPITAL
The Funds have authorized an unlimited number of $0.001 par value common shares.
Transactions in shares were as follows:
Blackstone / GSO Senior Floating Rate Term Fund | For the Six Months Ended June 30, 2013 (Unaudited) |
For the Year Ended December 31, 2012 |
||||||
Common shares outstanding - beginning of period |
15,193,991 | 15,166,193 | ||||||
Common shares issued as reinvestment of dividends |
11,448 | 27,798 | ||||||
Common shares outstanding - end of period |
15,205,439 | 15,193,991 | ||||||
Blackstone / GSO Long-Short Credit Income Fund | For the Six Months Ended June 30, 2013 (Unaudited) |
For the Year Ended December 31, 2012 |
||||||
Common shares outstanding - beginning of period |
12,700,248 | 12,694,664 | ||||||
Common shares issued as reinvestment of dividends |
1,912 | 5,584 | ||||||
Common shares outstanding - end of period |
12,702,160 | 12,700,248 | ||||||
Blackstone / GSO Strategic Credit Fund | For the Six Months Ended June 30, 2013 (Unaudited) |
For the Period September 26, 2012 (Commencement of Operations) to December 31, 2012 |
||||||
Common shares outstanding - beginning of period |
44,616,577 | 5,236 | ||||||
Common shares issued in connection with initial public offering |
| 44,605,000 | ||||||
Common shares issued as reinvestment of dividends |
47,805 | 6,341 | ||||||
Common shares outstanding - end of period |
44,664,382 | 44,616,577 | ||||||
46 |
www.blackstone-gso.com |
Blackstone / GSO Funds | Notes to Financial Statements | |
June 30, 2013 (Unaudited) |
NOTE 6. SENIOR AND SECURED FLOATING RATE LOANS
BSL defines Senior Loans as first lien senior secured, floating rate loans that are made to U.S. and, to a limited extent, non-U.S. corporations, partnerships and other business entities (Borrowers), which operate in various industries and geographical regions. BGX includes first and second lien secured, floating rate loans in its definition of Secured Loans. Under normal market conditions, at least 80% of BSLs Managed Assets will be invested in Senior Loans and 70% of BGXs managed assets will be invested in Secured Loans. Under normal market conditions, at least 80% of BGBs Managed Assets will be invested in credit investments comprised of corporate fixed income instruments and other investments (including derivatives) with similar economic characteristics. BGX defines its managed assets as net assets plus effective leverage obtained through securities lending, swap contract arrangements, and short selling or other derivative transactions (BGX Managed Assets). At June 30, 2013, 88.37% of BSLs Managed Assets were held in Senior Loans, 75.51% of BGXs Managed Assets were held in Secured Loans, and 98.40% of BGBs Managed Assets were held in corporate fixed income instruments including Loans.
Loans hold a senior position in the capital structure of a business entity, are secured with specific collateral and have a claim on the assets and/or stock of the Borrower that is senior to that held by unsecured creditors, subordinated debt holders and stockholders of the Borrower.
Loans often require prepayments from Borrowers excess cash flows or permit the Borrowers to repay at their election. The degree to which Borrowers repay, whether as a contractual requirement or at their election, cannot be predicted with accuracy. As a result, the actual remaining maturity may be substantially less than the stated maturities shown. However, floating rate loans typically have an expected average life of two to four years. Floating rate loans typically have rates of interest which are re-determined periodically, either daily, monthly, quarterly or semi-annually by reference to a floating base lending rate, primarily the London Interbank Offered Rate (LIBOR), plus a premium or credit spread.
Loans are subject to the risk of payment defaults of scheduled interest or principal. Such non-payment could result in a reduction of income, a reduction in the value of the investment and a potential decrease in the net asset value of either Fund. Risk of loss of income is generally higher for subordinated unsecured loans or debt, which are not backed by a security interest in any specific collateral. There can be no assurance that the liquidation of any collateral securing a Loan would satisfy the Borrowers obligation to the Fund in the event of non-payment of scheduled interest or principal payments, or that such collateral could be readily liquidated.
Second lien loans generally are subject to similar risks as those associated with investments in first lien loans except that such loans are subordinated in payment and/or lower in lien priority to first lien holders. In the event of default on a second lien loan, the first priority lien holder has first claim to the underlying collateral of the loan. Second lien loans are subject to the additional risk that the cash flow of the Borrower and property securing the loan or debt, if any, may be insufficient to meet scheduled payments after giving effect to the senior unsecured or senior secured obligations of the Borrower. At June 30, 2013, BSL, BGX and BGB had invested $18,841,789, $7,447,794 and $69,865,951, respectively, in second lien secured loans. Second lien secured loans are considered Secured Loans for BGX and Senior Secured Loans for BGB, but are not considered Senior Loans for BSL.
Loans can be rated below investment grade or may also be unrated. As a result, the risks associated with Loans may be similar to the risks of other below investment grade securities, although they are senior and secured in contrast to other below investment grade securities, which are often subordinated or unsecured. BSL, BGX and BGB typically invest in Loans rated below investment grade, which are considered speculative because of the credit risk of the Borrowers. Such companies are more likely than investment grade issuers to default on their payments of interest and principal owed to BSL, BGX and BGB, and such defaults could reduce net asset value and income distributions. The amount of public information available with respect to below investment grade loans will generally be less extensive than that available for registered or exchange-listed securities. In evaluating the creditworthiness of Borrowers, the Adviser will consider, and may rely in part, on analyses performed by others. The Advisers established best execution procedures and guidelines require trades to be placed for execution only with broker-dealer counterparties approved by the risk and valuation committee of the Adviser. The factors considered by the committee when selecting and approving brokers and dealers include, but are not limited to: (i) quality, accuracy, and timeliness of execution, (ii) review of the reputation, financial strength and stability of the financial institution, (iii) willingness and ability of the counterparty to commit capital, (iv) ongoing reliability and (v) access to underwritten offerings and secondary markets.
BSL, BGX and BGB may acquire Loans through assignments or participations. BSL, BGX and BGB typically acquire these Loans through assignment, and if a Fund acquires a Loan through participation, will seek to elevate a participation interest into an assignment as soon as practicably possible. The purchaser of an assignment typically succeeds to all the rights and obligations of the assigning institution and becomes a lender under the credit agreement with respect to the debt obligation; however, the purchasers rights can be more restricted than those of the assigning institution, and BSL, BGX or BGB may not be able to unilaterally enforce all rights and remedies under the Loan and with regard to any associated collateral. A participation typically results in a contractual relationship only with the institution participating out the interest, not with the Borrower. Sellers of participations typically include banks, broker-dealers, other financial institutions and lending institutions. The Adviser has adopted best execution procedures and guidelines to mitigate credit and counterparty risk in a typical situation when BSL, BGX or BGB must acquire a Loan through a
Semi-Annual Report | June 30, 2013 |
47 |
Blackstone / GSO Funds |
Notes to Financial Statements | |
June 30, 2013 (Unaudited) |
participation. None of the Funds had outstanding participations as of June 30, 2013. The Adviser has established a counterparty and liquidity sub-committee that regularly reviews each broker-dealer counterparty for, among other things, its quality and the quality of its execution.
NOTE 7. TOTAL RETURN SWAPS
BGX has entered into total return swaps as of June 30, 2013 in an aggregate notional amount equal to $17,890,749. In a total return swap, BGX pays another party a fixed or floating short-term interest rate and receives in exchange the total return of underlying loans or debt securities. If the other party to a total return swap defaults, BGXs risk of loss consists of the net amount of total return payments that BGX is contractually entitled to receive. BGX bears the risk of default on the underlying loans or debt securities, based on the notional amount of the swap. BGX is required to post collateral to cover this potential obligation. BGX may use total return swaps for financing, hedging or investment purposes (see further information in Note 9 Leverage). For the purposes of Managed Assets, BGX will treat the value of a total return swap as the notional amount of the swap.
The periodic swap payments received or made by BGX are recorded in the Statements of Operations as realized gains or losses, respectively. Any upfront fees paid are recorded as assets and any upfront fees received are recorded as liabilities and amortized over the term of the swap. Swaps are marked-to-market daily and changes in value, including the accrual of periodic amounts of interest, are recorded as unrealized appreciation (depreciation) and shown on BGXs Statement of Operations. When the swap is terminated, BGX will record a realized gain or loss equal to the difference between the proceeds from (or cost of) the closing transaction and BGXs basis in the contract, if any. Generally, the basis of the contracts is the unamortized premium received or paid.
International Swaps and Derivatives Association, Inc. Master Agreements (ISDA Master Agreements) govern OTC financial derivative transactions entered into by a Fund and those counterparties. The ISDA Master Agreements maintain provisions for general obligations, representations, agreements, collateral and events of default or termination. Events of termination include conditions that may entitle counterparties to elect to terminate early and cause settlement of all outstanding transactions under the applicable ISDA Master Agreement. Any election to terminate early could be material to the financial statements.
Swap transactions involve, to varying degrees, elements of interest rate, credit and market risk in excess of the amounts recognized in the Statements of Assets and Liabilities. Such risks involve the possibility that there will be no liquid market for these agreements, that the counterparty to the agreements may default on its obligation to perform or disagree as to the meaning of the contractual terms in the agreements, and that there may be unfavorable changes in interest rates and/or market values associated with these transactions. The Adviser selects only those counterparties that it believes are credit-worthy. BGX segregates sufficient assets as collateral to satisfy the current obligations with respect to total return and credit default swaps, and this is reflected as Deposit held with broker for swap contracts on BGXs Statement of Assets and Liabilities.
The effect of derivative instruments on the Statements of Assets and Liabilities as of June 30, 2013 is as follows:
Blackstone / GSO Long-Short Credit Income Fund
Risk Exposure | Statements of Assets and Liabilities Location | Asset Derivatives Gross Unrealized Appreciation |
Liability Derivatives Gross Unrealized Depreciation | |||
| ||||||
Credit Contracts (Total Return Swap Contracts) |
Unrealized appreciation/ |
$ 33,338 | $ 182,785 | |||
| ||||||
Total |
$ 33,338 | $ 182,785 | ||||
|
The effect of derivative instruments on the Statements of Operations as of June 30, 2013 is as follows:
Blackstone / GSO Long-Short Credit Income Fund
Risk Exposure | Statements of Operations Location | Net Realized Gain/(Loss) | Net Change in Unrealized Appreciation/(Depreciation) | |||
| ||||||
Credit Contracts (Total Return Swap Contracts) |
Net realized gain/(loss) on total return |
$ 408,805 | $ 51,143 | |||
| ||||||
Total |
$ 408,805 | $ 51,143 | ||||
|
48 |
www.blackstone-gso.com |
Blackstone / GSO Funds | Notes to Financial Statements | |
June 30, 2013 (Unaudited) |
NOTE 8. SECURITIES LENDING
BGX may make secured loans of its marginable securities to brokers, dealers and other financial institutions amounting to no more than 30% of its net assets. The risks in lending portfolio securities, as with other extensions of credit, consist of possible delay in recovery of the securities or possible loss of rights in the collateral should the borrower fail financially. However, such loans will be made only to broker-dealers and other financial institutions that are believed by the Adviser to be of relatively high credit standing.
Loans of securities are made to broker-dealers pursuant to agreements requiring that loans be continuously secured by collateral consisting of U.S. Government securities, cash or cash equivalents (negotiable certificates of deposit, bankers acceptances or letters of credit) maintained on a daily mark-to-market basis in an amount at least equal at all times to the market value of the securities lent. The borrower pays to BGX, as the lender, an amount equal to any dividends or interest received on the securities lent. The collateral must have a market value at least equal to 100% of the market value of the loaned securities at all times during the duration of the loan.
BGX invests the cash collateral received in accordance with its investment objectives, subject to BGXs agreement with the borrower of the securities. In the case of cash collateral, BGX typically pays a rebate to the borrower. The reinvestment of cash collateral will result in a form of effective leverage for BGX.
Although voting rights or rights to consent with respect to the loaned securities pass to the borrower, BGX, as the lender, retains the right to call the loans and obtain the return of the securities loaned at any time on reasonable notice, and it will do so in order that the securities may be voted by BGX if the holders of such securities are asked to vote upon or consent to matters materially affecting the investment. BGX may also call such loans in order to sell the securities involved. When engaged in securities lending, BGXs performance will continue to reflect changes in the value of the securities loaned and will also reflect the receipt of interest through investment of cash collateral by BGX in permissible investments.
As of June 30, 2013, BGX had securities on loan valued at $48,098,073 and received cash collateral with a value of $48,880,313 representing 20.01% and 20.34% of net assets, respectively.
NOTE 9. LEVERAGE
On August 13, 2010, BSL issued $96 million in aggregate principal amount of senior secured notes and 48,000 term preferred shares with an aggregate liquidation preference of $48 million, both rated AAA by Fitch Ratings. The senior secured notes and term preferred shares in combination represent total leverage of approximately 33% of BSLs Managed Assets. BSL used the proceeds of the offerings to purchase additional assets for BSLs portfolio. The final maturity date of the senior secured notes and the final redemption date of the term preferred shares is May 31, 2020, which coincides with the scheduled dissolution date of BSL.
Both the senior secured notes and the term preferred shares may be prepaid or redeemed at the option of BSL commencing the second anniversary of issuance. In addition, both the senior secured notes and the term preferred shares are subject to mandatory prepayment or redemption a) if BSL fails to meet certain overcollateralization tests, b) after the expiration of the BSLs reinvestment period, which ends on May 31, 2017, c) if the senior secured notes and term preferred shares have not been fully prepaid/redeemed six months prior to the final maturity date (May 31, 2020), or d) if BSL fails to pay dividends on the term preferred shares for six consecutive months. Should either the senior secured notes or the term preferred shares be prepaid/redeemed, either through an optional or mandatory prepayment/redemption, the remainder of the term preferred shares or the senior secured notes shall also become payable/redeemable on a pro-rata basis.
In connection with BSLs issuance of senior secured notes and term preferred shares, certain costs were incurred by BSL and have been recorded as a deferred asset. These costs are being amortized over the period beginning August 13, 2010 (day of issuance) through May 31, 2017, the date on which mandatory prepayments commence. The deferred asset balance as of June 30, 2013 is shown on BSLs Statement of Assets and Liabilities under Deferred financing costs. The amount of expense amortized during the six months ended June 30, 2013 is shown on BSLs Statement of Operations under Amortization of deferred financing costs.
The average interest rate of the $144 million aggregate amount of senior secured notes and term preferred shares is 1.78% over 3 month LIBOR. BSL pays quarterly, a floating rate interest of 1.55% over 3 month LIBOR on the senior secured notes and a floating rate dividend of 2.25% over 3 month LIBOR on the term preferred shares. Due to the short term nature of the floating rate payments on the senior secured notes and term preferred shares, face value approximates fair value at June 30, 2013. This fair value is based on Level 2 inputs under the three-tier fair valuation hierarchy (see Note 2).
BSL may prepay the senior secured notes or term preferred shares in whole or in part at any time on or after the second anniversary of the issuance date at an optional prepayment price. The redemption price per share of the term preferred shares and secured notes, respectively is at a premium to the issuance price. The redemption price is equal to 102% of the issuance price from the second anniversary date of the issuance date to but excluding the third anniversary date of the issuance date, and 101% of the issuance price from the third anniversary date of the issuance
Semi-Annual Report | June 30, 2013 |
49 |
Blackstone / GSO Funds |
Notes to Financial Statements | |
June 30, 2013 (Unaudited) |
date to but excluding the fourth anniversary date of the issuance date and on or after the fourth anniversary date of the issuance date, 100% plus, in each case, an amount equal to accrued, accumulated and unpaid dividends thereon, to, but not including, the applicable redemption date.
According to the governing documents for the senior secured notes and term preferred shares, BSL must adhere to certain limitations and restrictions while the leverage is outstanding. These compliance tests are performed by BSLs custodian, The Bank of New York Mellon Trust Company. These tests are in addition to any requirements outlined in BSLs registration statement and the 1940 Act. As of June 30, 2013, BSL was in compliance with all required limitations and restrictions related to its leverage.
The holders of the term preferred shares are entitled to one vote per share and will vote with holders of common stock as a single class, except that the term preferred shares will vote separately as a class on certain matters, as required by law or BSLs Declaration of Trust. The holders of term preferred shares, voting as a separate class, are entitled at all times to elect two Trustees of BSL.
On December 21, 2012, BGB entered into a Credit Agreement (Agreement) with a bank to borrow up to a limit of $425 million pursuant to a 364 day revolving line of credit. Borrowings under the Agreement are secured by the assets of BGB. Interest is charged at a rate of 0.875% above LIBOR, the period commencing on the date of the making of such LIBOR Loan (or the last date upon which any other Loan was converted to, or continued as, such LIBOR Loan) and ending on the numerically corresponding day in the calendar month that is one (1) week or one (1), two (2), three (3), six (6) or nine (9) months thereafter, as BGB may elect, or such other period as the lender may agree in its sole and absolute discretion. Under the terms of the Agreement, BGB must pay a commitment fee on any undrawn amounts. The commitment fee payable is 0.15% on the undrawn amounts when drawn amounts exceed 50% of the borrowing limit and 0.25% on the undrawn amounts at any other time. Interest and fees are payable quarterly. The Fund may elect to extend the Agreement for a further 364-day period with the consent of the lending bank. At June 30, 2013, BGB had borrowings outstanding under the Agreement of $390 million at an interest rate of 1.07%. Due to the short term nature of the Agreement, face value approximates fair value at June 30, 2013. This fair value is based on Level 2 inputs under the three-tier fair valuation hierarchy (see Note 2). For the six months ended June 30, 2013, the average borrowings under the Agreement and the average interest rate were $320,219,780 and 1.07%, respectively.
Under the Agreement, BGB has agreed to certain covenants and additional investment limitations while the leverage is outstanding. The Fund agrees to maintain asset coverage of three times over borrowings. Compliance with the investment restrictions and calculations are performed by BGBs custodian, The Bank of New York Mellon. As of June 30, 2013, BGB was in compliance with all required investment limitations and asset coverage requirements related to its leverage.
The use of borrowings to leverage the common shares can create risks. Changes in the value of BSLs and BGBs portfolio, including securities bought with the proceeds of leverage, are borne entirely by the holders of common shares. All costs and expenses related to any form of leverage used by BSL and BGB are borne entirely by common shareholders. If there is a net decrease or increase in the value of BSLs or BGBs investment portfolio, the leverage may decrease or increase, as the case may be, the net asset value per common share to a greater extent than if BSL or BGB did not utilize leverage. During periods when BSL or BGB is using leverage, the fees paid to the Adviser for advisory services and to ALPS for administrative services are higher than if BSL or BGB did not use leverage because the fees paid are calculated on the basis of BSLs or BGBs Managed Assets, which include the assets purchased through leverage. As of June 30, 2013, BSLs and BGBs effective leverage represented 33.07% and 31.48% of each funds Managed Assets, respectively.
BGX currently employs leverage through securities lending arrangements (see Note 8 Securities Lending) and swap arrangements (see Note 7 Total Return Swaps). All costs and expenses related to any form of leverage used by BGX are borne entirely by holders of common shares. Although certain forms of effective leverage used by BGX, such as leverage incurred in securities lending, total return and credit default swap arrangements, other derivative transactions or short selling, may not be considered senior securities under the 1940 Act, such effective leverage will be considered leverage for BGXs leverage limits. BGXs use of these forms of effective leverage will not exceed 30% of its net assets. As of June 30, 2013, BGXs effective leverage represented 25.42% of net assets. BGXs total leverage and short sale exposure, through securities lending, total return and credit default swap arrangements, other derivative transactions or short selling (including the market value of securities BGX is obligated to repay through short sales even in transactions that do not result in leverage), will not exceed 67% of BGXs net assets.
Leverage creates risk for the common shareholders, including the likelihood of greater volatility of NAV and market price of the common shares, and may affect the return to the common shareholders or result in fluctuations in the dividends paid on the common shares. To the extent total return exceeds the cost of leverage, the Funds return will be greater than if leverage had not been used. Conversely, if the total return derived from the use of leverage is less than the cost of leverage, the Funds return will be less than if leverage had not been used, and therefore the amount available for distribution to common shareholders as dividends and other distributions will be reduced. In the latter case, the Adviser in its best judgment nevertheless may determine to maintain the Funds leveraged position if it expects that the benefits to the Funds common shareholders of maintaining the leveraged position will outweigh the current reduced return.
50 |
www.blackstone-gso.com |
Blackstone / GSO Funds | Notes to Financial Statements | |
June 30, 2013 (Unaudited) |
NOTE 10. TAX BASIS DISTRIBUTIONS
Ordinary income (inclusive of short-term capital gains) and long-term capital gains are allocated to common stockholders after payment of the available amounts on any outstanding term preferred shares. To the extent that the amount distributed to common stockholders exceeds the amount of available ordinary income and long-term capital gains after allocation to any outstanding term preferred shares, these distributions are treated as a tax return of capital. Additionally, to the extent that the amount distributed on any outstanding term preferred shares exceeds the amount of available ordinary income and long-term capital gains, these distributions are treated as a tax return of capital.
The amounts and characteristics of tax basis distributions and composition of distributable earnings/(accumulated losses) are finalized at fiscal year end; accordingly, tax basis balances have not been determined as of June 30, 2013.
As determined on December 31, 2012, certain permanent differences between financial and tax accounting were reclassified. These differences were primarily due to the differing tax treatment of certain investments. The amounts reclassified did not affect net assets. The reclassifications were as follows:
Increase/(Decrease) Paid-in capital | Increase/(Decrease) Accumulated net investment income/(loss) |
Increase/(Decrease) Accumulated net realized gain/(loss) |
||||||||||
Blackstone / GSO |
$ (23,764) | $ (756,241) | $ 780,005 | |||||||||
Blackstone / GSO |
(20,278) | 1,352,328 | (1,332,050) | |||||||||
Blackstone / GSO |
0 | 0 | 0 |
The tax character of distributions paid by the Funds during the fiscal years ended December 31, 2012 were as follows:
Blackstone / GSO Senior Floating Rate Term Fund | 2012 | |||||||
Distributions paid from: |
||||||||
Ordinary income |
$ | 21,274,807 | ||||||
Long-term capital gain |
1,607,742 | |||||||
Total |
$ | 22,882,549 | ||||||
Blackstone / GSO Long-Short Credit Income Fund | 2012 | |||||||
Distributions paid from: |
||||||||
Ordinary income |
$ | 16,455,664 | ||||||
Tax return of capital |
0 | |||||||
Total |
$ | 16,455,664 | ||||||
Blackstone / GSO Strategic Credit Fund | 2012 | |||||||
Distributions paid from: |
||||||||
Ordinary income |
$ | 6,586,517 | ||||||
Tax return of capital |
3,852,602 | |||||||
Total |
$ | 10,439,119 | ||||||
At December 31, 2012, the Funds had available for federal tax purposes unused capital loss carryforwards, which are available to offset future realized gains. To the extent that these carryforwards are used to offset future gains, it is probable that the amount offset will not be distributed to shareholders. The carryforward losses are as follows:
Short Term | Long Term | |||||||
Blackstone / GSO Senior Floating Rate Term Fund |
$ 0 | $ 0 | ||||||
Blackstone / GSO Long-Short Credit Income Fund |
148,416 | 3,047 | ||||||
Blackstone / GSO Strategic Credit Fund |
0 | 0 |
Additionally, the Blackstone /GSO Long-Short Credit Income Fund elects to defer to the period ending December 31, 2013, capital losses recognized during the period November 1, 2012 through December 31, 2012 in the amount of $32,571.
Semi-Annual Report | June 30, 2013 |
51 |
Blackstone / GSO Funds | Notes to Financial Statements | |
June 30, 2013 (Unaudited) |
At December 31, 2012, the components of distributable earnings on a tax basis for the Funds were as follows:
Blackstone / GSO Senior Floating Rate Term Fund |
Blackstone / GSO Long-Short Credit Income Fund |
Blackstone / GSO Strategic Credit Fund |
||||||||||||||||
Undistributed ordinary income |
$ | 1,132,402 | $ | 1,033,002 | $ | 0 | ||||||||||||
Accumulated capital gains/(loss) |
175,364 | (184,034 | ) | 0 | ||||||||||||||
Unrealized appreciation |
2,686,607 | 932,664 | 9,838,733 | |||||||||||||||
Other Cumulative Effect of Timing Differences |
(109,248 | ) | 216,746 | 0 | ||||||||||||||
Total |
$ | 3,885,125 | $ | 1,998,378 | $ | 9,838,733 | ||||||||||||
The amount of net unrealized appreciation (depreciation) and the cost of investment securities for tax purposes, including short-term securities at June 30, 2013, were as follows:
Blackstone / GSO Senior |
Blackstone / GSO Long-Short |
Blackstone / GSO Strategic Credit Fund |
||||||||||||||||||||||||
Gross appreciation on investments (excess of value over tax cost) |
$ | 3,937,764 | $ | 4,235,439 | $ | 10,113,185 | ||||||||||||||||||||
Gross depreciation (excess of tax cost over value) |
(5,491,334 | ) | (5,021,032 | ) | (8,003,005 | ) | ||||||||||||||||||||
Net unrealized appreciation (depreciation) |
$ | (1,553,570 | ) | $ | (785,593 | ) | $ | 2,110,180 | ||||||||||||||||||
Cost of investments for income tax purposes |
$ | 429,629,686 | $ | 282,594,414 | $ | 1,218,751,126 | ||||||||||||||||||||
NOTE 11. OFFSETTING AGREEMENTS
Certain derivative contracts are executed under either standardized netting agreements or, for exchange-traded derivatives, the relevant contracts for a particular exchange which contain enforceable netting provisions. A derivative netting arrangement creates an enforceable right of offset that becomes effective, and affects the realization of settlement on individual assets, liabilities and collateral amounts, only following a specified event of default or early termination. Default events may include the failure to make payments or deliver securities timely, material adverse changes in financial condition or insolvency, the breach of minimum regulatory capital requirements, or loss of license, charter or other legal authorization necessary to perform under the contract. The Funds also manage counterparty risk by entering into enforceable collateral arrangements with counterparties to securities lending agreements. These agreements mitigate counterparty credit risk by providing for a single net settlement with a counterparty of all financial transactions covered by the agreement in an event of default as defined under such agreement.
The following table presents derivative financial instruments and securties lending arrangements that are subject to enforceable netting arrangements, collateral arrangments or other similar agreements as of June 30, 2013.
Gross Amounts Not Offset in The Statement of Financial Position |
||||||||||||||||||||||||
Description | Gross Amounts of Recognized Assets |
Gross Amounts Offset In The Statements of Assets And Liabilities |
Net Amounts Presented In The Statements of Assets And Liabilities |
Financial Instruments* |
Cash Collateral Received* |
Net Amount | ||||||||||||||||||
Blackstone / GSO Long-Short Credit Income Fund |
||||||||||||||||||||||||
Total Return Swap Contracts |
$ | 33,338 | $ | | $ | 33,338 | $ | | $ | (33,338 | ) | $ | 33,338 | |||||||||||
Total |
$ | 33,338 | $ | | $ | 33,338 | $ | | $ | (33,338 | ) | $ | 33,338 | |||||||||||
52 |
www.blackstone-gso.com |
Blackstone / GSO Funds | Notes to Financial Statements | |
June 30, 2013 (Unaudited) |
Gross Amounts Not Offset in The Statement of Financial Position |
||||||||||||||||||||||||
Description | Gross Amounts of |
Gross Amounts |
Net Amounts Presented In The Statements of Assets And Liabilities |
Financial Instruments* |
Cash Collateral Pledged* |
Net Amount | ||||||||||||||||||
Blackstone / GSO Long-Short Credit Income Fund |
||||||||||||||||||||||||
Total Return Swap Contracts |
$ | 182,785 | $ | | $ | 182,785 | $ | | $ | (182,785 | ) | $ | | |||||||||||
Securities Lending |
48,880,313 | | 48,880,313 | (48,880,313 | ) | | | |||||||||||||||||
Total |
$ | 49,063,098 | $ | | $ | 49,063,098 | $ | (48,880,313 | ) | $ | (182,785 | ) | $ | | ||||||||||
* These amounts do not include the excess collateral received/pledged.
NOTE 12. SUBSEQUENT EVENTS
Shareholder Distributions for BSL: On July 31, 2013, BSL paid regularly scheduled distributions in the amount of $0.11 per share to shareholders of record as of July 18, 2013.
Shareholder Distributions for BGX: On July 31, 2013, BGX paid regularly scheduled distributions in the amount of $0.108 per share to shareholders of record as of July 18, 2013.
Shareholder Distributions for BGB: On July 31, 2013, BGB paid regularly scheduled distributions in the amount of $0.117 per share to shareholders of record as of July 18, 2013.
Semi-Annual Report | June 30, 2013 |
53 |
Blackstone / GSO Funds | Summary of Dividend Reinvestment Plan | |
June 30, 2013 (Unaudited) |
Pursuant to the Funds Dividend Reinvestment Plan (the DRIP), shareholders whose shares are registered in their own name may opt-in to the plan and elect to reinvest all or a portion of their distributions in common shares by providing the required enrollment notice to Computershare, the DRIP administrator. Shareholders whose shares are held in the name of a broker or other nominee may have distributions reinvested only if such a service is provided by the broker or the nominee or if the broker or the nominee permits participation in the DRIP. Shareholders whose shares are held in the name of a broker or other nominee should contact the broker or nominee for details. A shareholder may terminate participation in the DRIP at any time by notifying the DRIP administrator before the record date of the next distribution through the Internet, by telephone or in writing. All distributions to shareholders who do not participate in the DRIP, or have elected to terminate their participation in the DRIP, will be paid by check mailed directly to the record holder by or under the direction of the DRIP administrator when the Funds Board of Trustees declares a distribution.
When the Funds declare a distribution, shareholders who are participants in the applicable DRIP receive the equivalent of the amount of the distribution in common shares. If you participate in the DRIP, the number of common shares of the Funds that you will receive will be determined as follows:
(1) If the market price of the common shares plus any brokerage commissions on the payable date (or, if the payable date is not a New York Stock Exchange trading day, the immediately preceding trading day) for determining shareholders eligible to receive the relevant distribution (the determination date) is equal to or exceeds 98% of the net asset value per common share, the Fund will issue new common shares at a price equal to the greater of:
(a) 98% of the net asset value per share at the close of trading on the New York Stock Exchange on the determination date or
(b) 95% of the market price per common share on the determination date.
(2) If 98% of the net asset value per common share exceeds the market price of the common shares plus any brokerage commissions on the determination date, the DRIP administrator will receive the distribution in cash and will buy common shares in the open market, on the New York Stock Exchange or elsewhere, for your account as soon as practicable commencing on the trading day following the determination date and terminating no later than the earlier of (a) 30 days after the distribution payment date, or (b) the record date for the next succeeding distribution to be made to the shareholders; except when necessary to comply with applicable provisions of the federal securities laws. If during this period: (i) the market price plus any brokerage commissions rises so that it equals or exceeds 98% of the net asset value per common share at the close of trading on the New York Stock Exchange on the determination date before the DRIP administrator has completed the open market purchases or (ii) the DRIP administrator is unable to invest the full amount eligible to be reinvested in open market purchases, the DRIP administrator will cease purchasing common shares in the open market and the Fund will issue the remaining common shares at a price per share equal to the greater of (a) 98% of the net asset value per share at the close of trading on the New York Stock Exchange on the determination date or (b) 95% of the then current market price per share.
The DRIP administrator maintains all shareholder accounts in the dividend reinvestment plan and furnishes written confirmations of all transactions in the account, including information needed by shareholders for personal and tax records. Common shares in the account of each DRIP participant are held by the DRIP administrator in non-certificated form in the name of the participant, and each shareholders proxy includes shares purchased pursuant to the DRIP.
There is no charge to participants for reinvesting regular distributions and capital gains distributions. The fees of the DRIP administrator for handling the reinvestment of regular distributions and capital gains distributions are included in the fee to be paid by us to our transfer agent. There are no brokerage charges with respect to shares issued directly by us as a result of regular distributions or capital gains distributions payable either in shares or in cash. However, each participant bears a pro rata share of brokerage commissions incurred with respect to the DRIP administrators open market purchases in connection with the reinvestment of such distributions. Shareholders that opt-in to the DRIP will add to their investment through dollar cost averaging. Because all dividends and distributions paid to such shareholder will be automatically reinvested in additional common shares, the average cost of such shareholders common shares will decrease over time. Dollar cost averaging is a technique for lowering the average cost per share over time if the Funds net asset value declines. While dollar cost averaging has definite advantages, it cannot assure profit or protect against loss in declining markets.
The automatic reinvestment of such dividends or distributions does not relieve participants of any income tax that may be payable on such dividends or distributions.
You may obtain additional information by contacting the DRIP administrator at the following address: Computershare, Attn: Sales Dept., P.O. Box 358035, Pittsburgh, PA 15252.
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Blackstone / GSO Funds | Additional Information | |
June 30, 2013 (Unaudited) |
Portfolio Information. The Funds file their complete schedules of portfolio holdings with the Securities and Exchange Commission (the SEC) for the first and third quarters of each fiscal year on Form N-Q. The Funds Forms N-Q will be available (1) on the Funds website located at http://www.blackstone-gso.com; (2) on the SECs website at http://www.sec.gov; or (3) for review and copying at the SECs Public Reference Room (the PRR) in Washington, DC. Information regarding the operation of the PRR may be obtained by calling 1-800-SEC-0330.
Proxy Information. The policies and procedures used to determine how to vote proxies relating to securities held by the Funds are available (1) without charge, upon request, by calling 1-877-876-1121, or (2) on the Funds website located at http://www.blackstone-gso.com, and (3) on the SECs website at http://www.sec.gov. Information regarding how the Funds voted proxies relating to portfolio securities during the most recent twelve-month period ended June 30 is available on Form N-PX by August 31 of each year (1) without charge, upon request, by calling 1-877-876-1121, or (2) on the Funds website located at http://www.blackstone-gso.com, and (3) on the SECs website at http://www.sec.gov.
Senior Officer Code of Ethics. The Funds file a copy of their code of ethics that applies to the Funds principal executive officer, principal financial officer or controller, or persons performing similar functions, with the SEC as an exhibit to each annual report on Form N-CSR. This will be available on the SECs website at http://www.sec.gov.
Privacy Procedures. Privacy is very important to the Funds. To ensure our shareholders privacy the Funds have developed policies that are designed to protect confidentiality while allowing their shareholders needs to be served. In the course of providing their shareholders with products and services, the Funds may obtain non-public personal information, such as address, social security number, assets and/or income information: (i) in the subscription document and related support documents; (ii) in correspondence and conversations with the Funds or their representatives; and (iii) through transactions in and relating to the investment with the Funds.
The Funds do not disclose any of this personal information about shareholders to anyone other than to their affiliates, except as required for everyday purposes or as permitted by law, such as to their attorneys, auditors, brokers, bankers, regulators, administrators and certain service providers, in each such case, only as necessary to facilitate the acceptance of the shareholders investment or the management of the Funds. The Funds will also release information about a shareholder if such shareholder directs the Funds to do so, if compelled to do so by law, or in connection with any government or self-regulatory organization request or investigation.
The Funds seek to carefully safeguard private information and, to that end, restrict access to non-public personal information about the shareholders to those employees and other persons who need to know the information to enable the Funds to provide services to the shareholders. The Funds maintain physical, electronic and procedural safeguards to protect each shareholders non-public personal information.
Tax Information. Of the ordinary income (including short-term capital gains) distributions made by BSL during the year ended December 31, 2012, 0% qualifies for the dividend received deduction available to stockholders. The amount of long-term capital gains paid for the year ended December 31, 2012 was $1,607,742. For the year ended December 31, 2012, 0% of the taxable investment income qualifies for the 15% dividend tax rate.
Of the ordinary income (including short-term capital gain) distributions made by BGX during the fiscal period ended December 31, 2012, 0% qualifies for the dividend received deduction available to stockholders. The amount of long-term capital gains paid for the fiscal period ended December 31, 2012 was $0. For the fiscal period ended December 31, 2012, 0% of the taxable investment income qualifies for the 15% dividend tax rate.
Of the ordinary income (including short-term capital gain) distributions made by BGB during the fiscal period ended December 31, 2012, 0% qualifies for the dividend received deduction available to stockholders. The amount of long-term capital gains paid for the fiscal period ended December 31, 2012 was $0. For the fiscal period ended December 31, 2012, 0% of the taxable investment income qualifies for the 15% dividend tax rate.
Semi-Annual Report | June 30, 2013 |
55 |
Blackstone / GSO Funds | Additional Information | |
June 30, 2013 (Unaudited) |
BSL Meeting of Shareholders Voting Results
On April 24, 2013, BSL held its Annual Meeting of Shareholders to consider the proposal set forth below. The following votes were recorded:
Proposal 1: The election of three (3) Trustees of BSL, to hold office for the term indicated and until his successor shall have been elected and qualified.
Election of Gary S. Schpero as Class I Trustee of BSL, term to expire at 2015 Annual Meeting (both common and preferred shareholders vote)
Number of Shares | % of Shares Voted | |||
Affirmative |
10,766,682.151 | 98.591% | ||
Withheld |
153,878.841 | 1.409% | ||
TOTAL |
10,920,560.992 | 100.00% |
Election of Daniel H. Smith, Jr. as Class II Trustee of BSL, term to expire at 2016 Annual Meeting (both common and preferred shareholders vote)
Number of Shares | % of Shares Voted | |||
Affirmative |
10,780,304.060 | 98.716% | ||
Withheld |
140,256.932 | 1.284% | ||
TOTAL |
10,920,560.992 | 100.00% |
Election of Michael F. Holland as Class II Trustee of BSL, term to expire at 2016 Annual Meeting (only preferred shareholders vote)
Number of Shares | % of Shares Voted | |||
Affirmative |
48,000.00 | 100.00% | ||
Withheld |
| | ||
TOTAL |
48,000.00 | 100.00% |
BGX Meeting of Shareholders Voting Results
On April 24, 2013, BGX held its Annual Meeting of Shareholders to consider the proposal set forth below. The following votes were recorded:
Proposal 1: The election of three (3) Trustees of BGX, each to hold office for the term indicated and until his successor shall have been elected and qualified.
Election of Michael F. Holland as Class I Trustee of BGX, term to expire at 2016 Annual Meeting
Number of Shares | % of Shares Voted | |||
Affirmative |
8,870,606.708 | 97.522% | ||
Withheld |
225,423.874 | 2.478% | ||
TOTAL |
9,096,030.582 | 100.00% |
Election of Gary S. Schpero as Class III Trustee of BGX, term to expire at 2015 Annual Meeting
Number of Shares | % of Shares Voted | |||
Affirmative |
9,025,209.007 | 99.222% | ||
Withheld |
70,821.575 | 0.778% | ||
TOTAL |
9,096,030.582 | 100.00% |
Election of Daniel H. Smith, Jr. as Class I Trustee of BGX, term to expire at 2016 Annual Meeting
Number of Shares | % of Shares Voted | |||
Affirmative |
9,079,341.104 | 99.817% | ||
Withheld |
16,689.478 | 0.183% | ||
TOTAL |
9,096,030.582 | 100.00% |
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Blackstone / GSO Funds | Additional Information | |
June 30, 2013 (Unaudited) |
BGB Meeting of Shareholders Voting Results
On April 24, 2013, BGB held its Annual Meeting of Shareholders to consider the proposal set forth below. The following votes were recorded:
Proposal 1: The election of five (5) Trustees of BGB, each to hold office for the term indicated and until his successor shall have been elected and qualified.
Election of Edward H. DAlelio as Class I Trustee of BGB, term to expire at 2014 Annual Meeting
Number of Shares | % of Shares Voted | |||
Affirmative |
39,216,096.555 | 98.484% | ||
Withheld |
604,062.201 | 1.516% | ||
TOTAL |
39,820,158.756 | 100.00% |
Election of Michael F. Holland as Class III Trustee of BGB, term to expire at 2016 Annual Meeting
Number of Shares | % of Shares Voted | |||
Affirmative |
39,048,104.279 | 98.062% | ||
Withheld |
772,054.477 | 1.938% | ||
TOTAL |
39,820,158.756 | 100.00% |
Election of Thomas W. Jasper as Class II Trustee of BGB, term to expire at 2015 Annual Meeting
Number of Shares | % of Shares Voted | |||
Affirmative |
39,227,628.777 | 98.512% | ||
Withheld |
592,529.979 | 1.488% | ||
TOTAL |
39,820,158.756 | 100.00% |
Election of Gary S. Schpero as Class II Trustee of BGB, term to expire at 2015 Annual Meeting
Number of Shares | % of Shares Voted | |||
Affirmative |
39,137,809.764 | 98.287% | ||
Withheld |
682,348.992 | 1.713% | ||
TOTAL |
39,820,158.646 | 100.00% |
Election of Daniel H. Smith, Jr. as Class III Trustee of BGB, term to expire at 2016 Annual Meeting
Number of Shares | % of Shares Voted | |||
Affirmative |
39,272,136.110 | 98.624% | ||
Withheld |
548,022.646 | 1.376% | ||
TOTAL |
39,820,158.756 | 100.00% |
Semi-Annual Report | June 30, 2013 |
57 |
Blackstone / GSO Funds | Approval of Investment Advisory Agreement | |
June 30, 2013 (Unaudited) |
The Investment Company Act of 1940, as amended (the 1940 Act), requires that the Board of Trustees (together, the Board) of each of Blackstone / GSO Senior Floating Rate Term Fund (BSL) and Blackstone /GSO Long-Short Credit Income Fund (BGX, together with BSL, the Funds and each a Fund), including a majority of its members who are not considered to be interested persons under the 1940 Act (the Independent Trustees) voting separately, approve on an annual basis the continuation of the Funds investment advisory agreement (the Agreement) with the Funds investment adviser, GSO /Blackstone Debt Funds Management LLC (the Adviser). At meetings (the Contract Renewal Meetings) held in person on May 24, 2013 and May 29, 2013, the Board of each Fund, including the Independent Trustees, considered and approved the continuation of the Agreement for an additional one-year term (at the May 24, 2013 meeting, the Board approved the continuation of the Agreement through June 1, 2013 and at the May 29, 2013 meeting, the Board approved the continuation of the Agreement for a one-year term commencing June 1, 2013). To assist in its consideration of the renewal of the Agreement, the Board requested, received and considered a variety of information (together with the information provided at the Contract Renewal Meetings, the Contract Renewal Information) about the Adviser, as well as the advisory arrangements for the Funds, certain portions of which are discussed below. The presentation made by the Adviser to the Board of each Fund at the Contract Renewal Meetings in connection with its evaluation of the Agreement encompassed both Funds. In addition to the Contract Renewal Information, the Board received performance and other information since each Funds inception related to the services rendered by the Adviser to such Fund. The Boards evaluation took into account the information received since each Funds inception and also reflected the knowledge and familiarity gained as members of the Board with respect to the investment advisory and other services provided to each Fund by the Adviser under its Agreement.
Board Approval of the Agreement
In its deliberations regarding renewal of the Agreement, the Board of each Fund, including the Independent Trustees, considered various factors, including those set forth below.
Nature, Extent and Quality of the Services Provided to each Fund under the Agreements
The Board received and considered Contract Renewal Information regarding the nature, extent and quality of services provided to the Funds by the Adviser under the Agreements since each Funds inception. The Board also reviewed Contract Renewal Information regarding the Funds compliance policies and procedures established pursuant to the 1940 Act and each Funds compliance record since its inception.
The Board reviewed the qualifications, backgrounds and responsibilities of the Funds senior personnel and the portfolio management team primarily responsible for the day-to-day portfolio management of each Fund. The Board also considered, based on its knowledge of the Adviser and its affiliates, the Contract Renewal Information and the Boards discussions with the Adviser at the Contract Renewal Meetings, the general reputation and investment performance records of the Adviser and its affiliates and the financial resources of the corporate parent of the Adviser, The Blackstone Group L.P., available to support its activities in respect of the Funds.
The Board considered the responsibilities of the Adviser under each Funds Agreement, including the Advisers coordination and oversight of the services provided to such Fund by other unaffiliated parties.
In reaching its determinations regarding continuation of each Funds Agreement, the Board took into account that such Funds shareholders, in pursuing their investment goals and objectives, likely considered the reputation and the investment style, philosophy and strategy of the Adviser, as well as the resources available to the Adviser, in purchasing their shares.
The Board concluded that, overall, the nature, extent and quality of the advisory and other services provided to each Fund since each its inception under its Agreement have been of high quality.
Fund Performance
The Board received and considered performance information and analyses (the Morningstar Performance Information) for the Funds, as well as for a group of funds identified by the Adviser as comparable to the Funds in their focus on bank loans in their portfolios regardless of asset size (the Performance Peer Group), prepared by Morningstar DirectSM (Morningstar), an independent provider of investment company data. The Performance Peer Group consisted of eighteen funds, including BSL, BGX and BGB. The Board noted that it had received and discussed with the Adviser information at periodic intervals since each Funds inception comparing such Funds performance against its benchmarks and its peer funds.
BSL
The Morningstar Performance Information comparing BSLs performance to that of the Performance Peer Group based on net asset value per share showed, among other things, that BSLs performance for the 1-year and 2-year periods ended March 31, 2013 and since inception was in the fourth quartile of its Performance Peer Group. The Board also considered BSLs performance relative to its benchmarks and in absolute terms and noted that BSL outperformed its benchmark for the 1-year and 2-year periods and the period since inception.
BGX
The Morningstar Performance Information comparing BGXs performance to that of the Performance Peer Group based on net asset value per share showed, among other things, that BGXs performance for the 1-year period ended March 31, 2013 and since inception was in the fourth quartile of its
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Blackstone / GSO Funds | Approval of Investment Advisory Agreement | |
June 30, 2013 (Unaudited) |
Performance Peer Group. The Board also considered BGXs performance relative to its benchmarks and in absolute terms and noted that BGX outperformed its benchmark for the 1-year period and the period since inception.
The Board further noted for each Fund that, while its investment program is complex, the Funds performance was achieved in a risk-aware manner. In addressing each Funds performance relative to its Performance Peer Group, the Adviser explained that the Fund has invested less of its portfolio in low-rated assets (those rated CCC or below or that are unrated) than the average among the other Performance Peer Group funds in light of prevailing conditions and uncertainties in credit markets and interest rate environment. While the higher credit quality orientation of each Funds portfolio was appropriate under the circumstances, the Adviser noted that strategy put the Fund at a relative disadvantage during the performance periods measured to the other Performance Peer Group funds maintaining riskier, but higher yielding, portfolios. The Board gave significant weight to the Advisers explanation. In assessing Fund performance, the Board also considered the Advisers success to date in maintaining each Funds level of distributions to shareholders since its inception in light of the low interest rate environment and prevailing credit market conditions. The Board noted, however, that there could be no assurance that the Advisers success in this regard would continue in light of the prevailing low interest rate environment and each Funds orientation toward a higher credit quality, but lower yielding, portfolio.
Based on its review, the Board concluded that, under the circumstances, each Funds performance supported continuation of its Agreement for an additional period of one year.
Management Fees and Expenses
The Board reviewed and considered the investment advisory fee (the Advisory Fee) payable under each Funds Agreement by each Fund to the Adviser in light of the nature, extent and overall high quality of the investment advisory and other services provided by the Adviser to the Fund.
Additionally, the Board received and considered information and analyses (the Lipper Expense Information) prepared by Lipper Inc. (Lipper), an independent provider of investment company data, comparing the Advisory Fee and each Funds overall expenses with those of funds in an expense group (the Expense Group) selected and provided by Lipper with the input of the Adviser. The comparison was based upon the constituent funds latest fiscal years. The Expense Group consisted of six leveraged loan closed-end funds, as classified by Lipper, including the Funds. The Expense Group funds had net common share assets ranging from $123.1 million to $869.2 million.
BSL
Two of the other funds in the Expense Group were larger than BSL and three of the other funds were smaller. The Lipper Expense Information, comparing BSLs actual total expenses to the Expense Group, showed, among other things, that the Funds actual Advisory Fee (i.e., including the administrators fee and giving effect to any voluntary fee waivers implemented by the Adviser with respect to the Fund and by the managers of the other Expense Group funds), whether compared on the basis of common assets only or on the basis of common and leveraged assets, was ranked last (i.e., highest) among the funds in the Expense Group. The Funds actual total expenses whether compared on the basis of common assets or on the basis of common and leveraged assets were ranked fifth out of six funds in the Expense Group and were significantly higher than the Expense Group median.
BGX
Four of the other funds in the Expense Group were larger than BGX and one of the other funds was smaller. The Adviser noted that the Lipper report did not consider BGXs leverage, consisting of total return swaps and securities lending, as a form of leverage for the purposes of the report. The Board concluded that comparisons of BGXs expenses to Expense Group funds on the basis of common and leverage assets were not meaningful because BGX was not considered in the Lipper report to have leveraged assets and focused on comparisons of BGXs expenses to Expense Group funds on a common assets basis. The Lipper Expense Information, comparing BGXs actual total expenses to the Funds Expense Group, showed, among other things, that the Funds actual Advisory Fee (i.e., including the administrators fee and giving effect to any voluntary fee waivers implemented by the Adviser with respect to the Fund and by the managers of the other Expense Group funds) compared on the basis of common assets only was ranked third among the funds in the Expense Group and was better (i.e., lower) than the Expense Group median. BGXs actual total expenses compared on the basis of common assets were ranked second among the funds in the Expense Group and were also better than the Expense Group median.
In addition, in its evaluation of the Advisory Fee for each Fund, the Board took into account the complexity of such Funds investment program. The Board further noted that the small number and varying sizes of funds in the Expense Group made meaningful expense comparisons difficult. The Board also considered information provided by the Adviser showing that other Expense Group funds are parts of larger fund complexes than the Funds fund complex, which contributes to reduced cost opportunities for those funds owing to economies of scale. The Board also considered information provided by the Adviser showing BSLs cost of leverage compared to the cost of leverage of other peer funds and noted that newer funds such as BSL tended to have higher costs of leverage than funds of earlier vintage, several of which used low-cost auction rate preferred share leverage, which under current market conditions would not be available to BSL.
The Board also reviewed Contract Renewal Information regarding fees charged by the Adviser to other U.S. clients investing primarily in an asset class similar to that of the Funds, including, where applicable, institutional and separate accounts. The Board was advised that the base fees paid by such institutional, separate account and other clients generally are lower, and may be significantly lower, than the Advisory Fee. The Contract Renewal Information discussed the significant differences in scope of services provided to the Funds and to these other clients, noting that the Funds were subject to heightened regulatory requirements relative to institutional clients; that the Funds were provided with administrative services, office facilities and Fund
Semi-Annual Report | June 30, 2013 |
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Blackstone / GSO Funds | Approval of Investment Advisory Agreement | |
June 30, 2013 (Unaudited) |
officers (including each Funds chief executive, chief financial and chief compliance officers); and that the Adviser coordinates and oversees the provision of services to the Funds by other fund service providers. In addition, the Board was advised that several institutional clients pay performance fees, which the Funds do not pay. The Board considered the fee comparisons in light of the different services provided in managing these other types of clients and funds.
Taking all of the above into consideration, the Board determined that the Advisory Fee for each Fund was reasonable in light of the nature, extent and overall quality of the investment advisory and other services provided to such Fund under its Agreement.
Profitability
The Board, as part of the Contract Renewal Information, received an analysis of the profitability to the Adviser and its affiliates in providing services to each Fund for the past year and since such Funds inception. In addition, the Board received Contract Renewal Information with respect to the Advisers revenue and cost allocation methodologies used in preparing such profitability data. The profitability analysis, among other things, indicated that the profitability to the Adviser in providing investment advisory and other services to each Fund was at a level which was not considered excessive by the Board in light of the nature, extent and overall high quality of such services.
Economies of Scale
The Board received and discussed Contract Renewal Information concerning whether the Adviser would realize economies of scale if either the Funds assets grow. The Board noted that because each Fund is a closed-end fund with no current plans to seek additional assets beyond maintaining its dividend reinvestment plan, any significant growth in its assets generally will occur through appreciation in the value of each Funds investment portfolio, rather than sales of additional shares in the Fund. The Board determined that the Advisory Fee structure was appropriate under present circumstances.
Other Benefits to the Adviser
The Board considered other benefits received by the Adviser and its affiliates as a result of the Advisers relationship with each of the Funds and did not regard such benefits as excessive.
* * * * *
In light of all of the foregoing and other relevant factors, the Board determined that, under the circumstances, continuation of each Funds Agreement would be in the interests of the Fund and its shareholders and unanimously voted to continue the Agreement for a period of one additional year.
The principal factor in the Boards determination at its May 24, 2013 meeting to continue each Agreement until June 1, 2013 was the need to provide continuity of investment adviser services to each Fund pending completion of the Boards evaluation of each Agreement. Otherwise, no single factor reviewed by the Board was identified by the Board as the principal factor in determining whether to approve continuation of each Agreement for the next year, and each Board member attributed different weights to the various factors. The Independent Trustees were advised by separate independent legal counsel throughout the process. Prior to the Contract Renewal Meetings, the Board received a memorandum prepared by counsel to the Funds discussing its responsibilities in connection with the proposed continuation of the Agreement as part of the Contract Renewal Information and the Independent Trustees separately received a memorandum discussing such responsibilities from their independent counsel. Prior to voting, the Independent Trustees discussed the proposed continuation of each Agreement in a private session with their independent legal counsel at which no representatives of the Adviser were present.
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Blackstone / GSO Funds | Trustees & Officers | |
June 30, 2013 (Unaudited) |
The oversight of the business and affairs of the Funds is vested in the Board of Trustees. The Board of Trustees is classified into three classesClass I, Class II and Class IIIas nearly equal in number as reasonably possible, with the Trustees in each class to hold office until their successors are elected and qualified. At each annual meeting of shareholders, the successors to the class of Trustees whose terms expire at that meeting shall be elected to hold office for terms expiring at the later of the annual meeting of shareholders held in the third year following the year of their election or the election and qualification of their successors. The Funds executive officers will be chosen each year at a regular meeting of the Board of Trustees to hold office until their respective successors are duly elected and qualified.
Below is a list of the Trustees and officers of the Funds and their present positions and principal occupations during the past five years. The business address of the Funds, the Trustees, the Funds officers, and the Adviser is 345 Park Avenue, 31st Floor, New York, NY 10154, unless specified otherwise below.
NON-INTERESTED TRUSTEES
Name, Address and Year of Birth(1) |
Position(s) Held with the Funds |
Term of Office and Length of Time Served |
Principal Occupation(s) During Past 5 Years |
Number of in Fund |
Other Directorships Held by Trustee | |||||
Edward H. DAlelio Birth Year: 1952 |
Lead Independent Trustee and member of Audit and Nominating and Governance Committees | Trustee Since: BSL: April 2010 BGX: November 2010 BGB: May 2012
Term Expires: BSL: 2014 BGX: 2014 BGB: 2014 |
Mr. DAlelio was formerly a Managing Director and CIO for Fixed Income at Putnam Investments, Boston where be retired in 2002. He currently is an Executive in Residence with the School of Management, Univ. of Mass Boston. | 3 | None | |||||
Michael Holland Birth Year: 1944 |
Trustee and member of Audit and Nominating and Governance Committees | Trustee Since: BSL: April 2010 BGX: November 2010 BGB: May 2012
Term Expires: BSL: 2016 BGX: 2016 BGB: 2016 |
Mr. Holland is the Chairman of Holland & Company, a private investment firm he founded in 1995. He is also President and Founder of the Holland Balanced Fund. | 3 | The China Fund, Inc.; The Taiwan Fund, Inc.; State Street Master Funds; Reaves Utility Income Fund. | |||||
Thomas W. Jasper Birth Year: 1948 |
Trustee, Chairman of Audit Committee and member of Nominating and Governance Committee | Trustee Since: BSL: April 2010 BGX: November 2010 BGB: May 2012
Term Expires: BSL: 2015 BGX:2015 BGB: 2015 |
Mr. Jasper is the Managing Partner of Manursing Partners LLC. He was Chief Executive Officer of Primus Guaranty, Ltd. from 2001-2010. | 3 | None | |||||
Gary S. Schpero Birth Year: 1953 |
Trustee, member of Audit Committee and Chairman of Nominating and Governance Committee | Trustee Since: BSL: May 2012 BGX: May 2012 BGB: May 2012
Term Expires: BSL: 2015 BGX:2015 BGB: 2015 |
Retired. Prior to January 2000, Mr. Schpero was a partner at the law firm of Simpson Thacher & Bartlett LLP where he served as managing partner of the Investment Management and Investment Company Practice Group. | 3 | EQ Advisors Trust |
Semi-Annual Report | June 30, 2013 |
61 |
Blackstone / GSO Funds | Trustees & Officers | |
June 30, 2013 (Unaudited) |
INTERESTED TRUSTEE(3)
Name, Address and Year of Birth(1) |
Position(s) Held with the Funds |
Term of Office and Length of Time Served |
Principal Occupation(s) During Past 5 Years |
Number of in Fund |
Other Directorships Held by Trustee | |||||
Daniel H. Smith, Jr. Birth Year: 1963 | Chairman of the Board, President, Chief Executive Officer, Trustee and member of Pricing and Valuation Committees | Trustee Since: BSL: April 2010 BGX: November 2010 BGB: May 2012
Term Expires: BSL: 2016 BGX: 2016 BGB: 2016 |
Mr. Smith is a Senior Managing Director of GSO and is Head of GSO /Blackstone Debt Funds Management LLC. Mr. Smith joined GSO from the Royal Bank of Canada in July 2005 where he was a Managing Partner and Co- head of RBC Capital Markets Alternative Investments Unit. | 3 | None |
OFFICERS
Name, Address and Year of Birth |
Position(s) Held with the Funds |
Term of Office and Length of Time Served |
Principal Occupation During the Past Five Years | |||
Daniel H. Smith, Jr. Birth Year: 1963 |
Trustee, Chairman of the Board, President, Chief Executive Officer | Officer Since: BSL: April 2010 BGX: November 2010 BGB: May 2012
Term of Office: Indefinite |
Mr. Smith is a Senior Managing Director of GSO and is Head of GSO /Blackstone Debt Funds Management LLC. Mr. Smith joined GSO from the Royal Bank of Canada in July 2005 where he was a Managing Partner and Co-head of RBC Capital Markets Alternative Investments Unit. | |||
Eric Rosenberg Birth Year: 1968 |
Chief Financial Officer and Treasurer | Officer Since: BSL: April 2010 BGX: November 2010 BGB: May 2012
Term of Office: Indefinite |
Mr. Rosenberg is a Managing Director and Chief Financial Officer of GSO. He joined GSO in 2008. Prior to that time he spent over 10 years in the prime brokerage business of Goldman, Sachs & Co. | |||
Lee M. Shaiman Birth Year: 1956 |
Executive Vice President and Assistant Secretary | Officer Since: BSL: April 2010 BGX: November 2010 BGB: May 2012
Term of Office: Indefinite |
Mr. Shaiman is a Managing Director of GSO. Mr. Shaiman joined GSO from Royal Bank of Canada in July 2005 where he was a Managing Partner and Head of Portfolio Management and Credit Research in the Debt Investments group. | |||
Marisa Beeney Birth Year: 1970 |
Chief Compliance Officer, Chief Legal Counsel and Secretary | Officer Since: BSL: April 2010 BGX: November 2010 BGB: May 2012
Term of Office: Indefinite |
Ms. Beeney is a Managing Director, Chief Legal Officer and Chief Compliance Officer of GSO. From March 2007 to December 2008, she served as Counsel and Director of GSO. Prior to that time she was with the finance group of DLA Piper since 2005. |
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Blackstone / GSO Funds | Trustees & Officers | |
June 30, 2013 (Unaudited) |
OFFICERS (continued)
Name, Address and Year of Birth |
Position(s) Held with the Funds |
Term of Office and Length of Time Served |
Principal Occupation During the Past Five Years | |||
Jane Lee Birth Year: 1972 |
Public Relations Officer | Officer Since: BSL: November 2010 BGX: November 2010 BGB: May 2012
Term of Office: Indefinite |
Ms. Lee is a Managing Director of GSO. Ms. Lee joined GSO from Royal Bank of Canada in July 2005, where she was most recently a partner in the Debt Investments Group and was responsible for origination of new CLO transactions and investor relations. |
(1) | The address of each Trustee and Officer, unless otherwise noted, is GSO Capital Partners LP, 345 Park Avenue, 31st Floor, New York, NY 10154. |
(2) | The Fund Complex consists of the Funds, Blackstone / GSO Senior Floating Rate Term Fund, Blackstone / GSO Long-Short Credit Income Fund and Blackstone / GSO Strategic Credit Fund. |
(3) | Interested person of the Funds as defined in Section 2(a)(19) of the 1940 Act. Mr. Smith is an interested person due to his employment with the Adviser. |
Semi-Annual Report | June 30, 2013 |
63 |
Blackstone / GSO
Trustees |
Fund Officers | |||
Daniel H. Smith, Jr. Chairman of the Board of Trustees Thomas W. Jasper Michael Holland Edward H. DAlelio Gary S. Schpero
Investment Manager GSO / Blackstone Debt Funds Management LLC 345 Park Avenue, 31st Floor New York, New York 10154
Administrator ALPS Fund Services, Inc. 1290 Broadway, 11th Floor Denver, Colorado 80203
Custodian BSL & BGB: The Bank of New York Mellon, N.A. 2 Hanson Place, 8th Floor Brooklyn, New York 11217
BGX: J.P. Morgan Chase Bank, N.A. 14201 N. Dallas Pkwy, 2nd Floor Dallas, Texas 75254
Transfer Agent Computershare 480 Washington Blvd. Jersey City, New Jersey 07310 |
Daniel H. Smith, Jr. President and Chief Executive Officer Eric Rosenberg Chief Financial Officer Lee M. Shaiman Executive Vice President and Assistant Secretary Marisa Beeney Chief Compliance Officer, Chief Legal Officer and Secretary Jane Lee Public Relations Officer
DRIP Administrator Computershare P.O. Box 358035 Pittsburgh, Pennsylvania 15252
Independent Registered Public Accounting Firm Deloitte & Touche LLP 555 17th Street, Ste 3600 Denver, Colorado 80202
Legal Counsel Simpson Thacher & Bartlett LLP 425 Lexington Avenue New York, New York 10017 | |||
This report, including the financial information herein, is transmitted to the shareholders of Blackstone / GSO Senior Floating Rate Income Fund, Blackstone / GSO Long-Short Credit Income Fund and Blackstone / GSO Strategic Credit Fund for their information. It is not a prospectus, circular or representation intended for use in the purchase of shares of the Fund or any securities mentioned in this report.
Notice is hereby given in accordance with Section 23(c) of the Investment Company Act of 1940, as amended, that from time to time the Funds may purchase their common shares in the open market.
Information on the Funds is available at www.blackstone-gso.com.
1.877.876.1121 | WWW.BLACKSTONEGSO.COM
Item 2. | Code of Ethics. |
Not applicable to this Report.
Item 3. | Audit Committee Financial Expert. |
Not applicable to this Report.
Item 4. | Principal Accounting Fees and Services. |
Not applicable to this Report.
Item 5. | Audit Committee of Listed Registrant. |
Not applicable to this Report.
Item 6. | Schedule of Investments. |
(a) | Schedule of Investments in securities of unaffiliated issuers as of the close of the reporting period is included as part of the Report to Stockholders filed under Item 1 of this Form N-CSR. |
(b) | Not applicable. |
Item 7. | Disclosure of Proxy Voting Policies and Procedures for Closed-End Management Investment Companies. |
Not applicable to this Report.
Item 8. | Portfolio Managers of Closed-End Management Investment Companies. |
Not applicable to this Report.
Item 9. | Purchases of Equity Securities by Closed-End Management Investment Companies and Affiliated Purchasers. |
None.
Item 10. | Submission of Matters to Vote of Security Holders. |
There have been no material changes to the procedures by which shareholders may recommend nominees to the Registrants Board of Trustees, where those changes were implemented after the Registrant last provided disclosure in response to the requirements of Item 407(c)(2) of Regulation S-K, or this Item.
Item 11. | Controls and Procedures. |
(a) | The registrants principal executive officer and principal financial officer have concluded that the Registrants disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940, as amended) are effective based on their evaluation of these controls and procedures as of a date within 90 days of the filing date of this document. |
(b) | There was no change in the Registrants internal control over financial reporting (as defined in Rule 30a-3(d) under the Investment Company Act of 1940, as amended) during the second fiscal quarter of the period covered by this report that has materially affected, or is reasonably likely to materially affect, the Registrants internal control over financial reporting. |
Item 12. | Exhibits. |
(a)(1) Not applicable to this Report.
(a)(2) The certifications required by Rule 30a-2(a) of the Investment Company Act of 1940, as amended, and Section 302 of the Sarbanes-Oxley Act of 2002 are attached hereto as Ex-99.Cert.
(a)(3) Not applicable.
(b) A certification for the Registrants Principal Executive Officer and Principal Financial Officer, as required by Rule 30a-2(b) of the Investment Company Act of 1940, as amended, and Section 906 of the Sarbanes-Oxley Act of 2002 are attached hereto as Ex-99.906Cert.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Blackstone / GSO Strategic Credit Fund | ||||
By: | /s/ Daniel H. Smith, Jr. |
|||
Daniel H. Smith, Jr. (Principal Executive Officer) | ||||
Chairman, Chief Executive Officer and President | ||||
Date: | September 6, 2013 | |||
By: | /s/ Eric Rosenberg |
|||
Eric Rosenberg (Principal Financial Officer) | ||||
Treasurer and Chief Financial Officer | ||||
Date: | September 6, 2013 |
Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.
Blackstone / GSO Strategic Credit Fund | ||||
By: | /s/ Daniel H. Smith, Jr. |
|||
Daniel H. Smith, Jr. (Principal Executive Officer) | ||||
Chairman, Chief Executive Officer and President | ||||
Date: | September 6, 2013 | |||
By: | /s/ Eric Rosenberg |
|||
Eric Rosenberg (Principal Financial Officer) | ||||
Treasurer and Chief Financial Officer | ||||
Date: | September 6, 2013 |