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  4. [8-K] Sixth Street Specialty Lending, Inc. Reports Material Event

$300M 5.650% notes due 2031 issued by Sixth Street Specialty Lending (TSLX)

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Sixth Street Specialty Lending, Inc. has issued $300,000,000 aggregate principal amount of 5.650% notes due 2031 under a Third Supplemental Indenture with U.S. Bank Trust Company, National Association, as trustee. The transaction closed on May 14, 2026.

The notes mature on August 15, 2031, are unsecured obligations, and pay interest at 5.650% per year, semiannually on February 15 and August 15, starting February 15, 2027. The company expects to use net proceeds mainly to pay down its revolving credit facility and for general corporate purposes, including new investments aligned with its investment strategy. If a defined change of control occurs and the notes are rated below investment grade, the company must offer to repurchase them at 100% of principal plus accrued interest.

Positive

  • None.

Negative

  • None.

Insights

$300M unsecured notes refinance revolver debt and extend term.

Sixth Street Specialty Lending has added $300,000,000 of 5.650% notes due 2031, locking in fixed-rate funding for roughly five years. Interest is payable semiannually starting February 15, 2027, giving predictable cash outflows.

The company plans to use proceeds to pay down its revolving credit facility and fund general corporate purposes, including new investments. This shifts some borrowing from short-term, floating-rate bank debt to longer-term, fixed-rate notes, which can stabilize interest costs but increases unsecured term debt.

The indenture includes Investment Company Act leverage-related covenants and a change of control repurchase feature at 100% of principal plus accrued interest if a change of control coincides with below investment grade ratings. Actual impact on leverage and interest coverage will be clearer in subsequent periodic reports.

Item 1.01 Entry into a Material Definitive Agreement Business
The company signed a significant contract such as a merger agreement, credit facility, or major partnership.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement Financial
The company incurred a new significant debt or off-balance-sheet obligation.
Item 8.01 Other Events Other
Voluntary disclosure of events the company deems important to shareholders but not covered by other items.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Notes principal amount $300,000,000 Aggregate principal amount of 5.650% notes
Coupon rate 5.650% per year Interest rate on notes, payable semiannually
Maturity date August 15, 2031 Maturity of 5.650% notes
First interest payment February 15, 2027 Interest payable semiannually starting this date
Repurchase price on change of control 100% of principal Plus accrued and unpaid interest upon qualifying event
Registration statement number 333-276252 Form N-2 shelf registration used for the offering
Material Definitive Agreement regulatory
"Item 1.01 - Entry into a Material Definitive Agreement On May 14, 2026"
A material definitive agreement is a legally binding contract that creates major, long‑term obligations or rights for a company, such as loans, asset sales, mergers, or supplier deals. Think of it like a mortgage or lease for a business: it can change future cash flow, risk and control, so investors watch these agreements closely because they can materially affect a company’s value, financial health and stock price.
Third Supplemental Indenture financial
"entered into a Third Supplemental Indenture (the “Third Supplemental Indenture”)"
change of control repurchase event financial
"upon the occurrence of a change of control repurchase event (which involves the occurrence"
A change of control repurchase event happens when a company is sold or otherwise taken over and that sale triggers contractual rights for holders of stock, options, or debt to force the company to buy their securities back for cash. Think of it like a lease that lets the tenant cash out when the building is sold: it gives certain investors a predictable exit price and timeline. This matters because it can change who owns the company, alter cash on hand, affect future returns and dilution, and influence how attractive a takeover or investment looks.
shelf registration statement regulatory
"effective shelf registration statement on Form N-2 (Registration No. 333-276252)"
A shelf registration statement is a document a company files with regulators that allows it to sell shares or bonds quickly when it’s a good time to raise money. It’s like having a pre-approved plan ready so the company can act fast without going through lengthy paperwork each time they want to sell, making fundraising more flexible.
Underwriting Agreement financial
"entered into an underwriting agreement (the “Underwriting Agreement”)"
An underwriting agreement is a contract where a company selling new stocks or bonds hires financial firms to buy those securities and resell them to investors. It matters because the agreement sets the offering price, number of securities, fees and which party bears the risk if sales fall short—think of it as a promise that the sale will happen and a roadmap investors can use to understand how the new securities reach the market.
Investment Company Act of 1940 regulatory
"comply with Section 18(a)(1)(A) as modified by Section 61(a) of the Investment Company Act of 1940"
A U.S. federal law that sets the rulebook for pooled investment vehicles such as mutual funds, exchange-traded funds and similar money managers, requiring them to register with regulators, disclose holdings and fees, limit conflicts of interest, and follow governance standards. It matters to investors because these protections and transparency rules act like a referee and scoreboard, helping people compare funds, trust that managers follow fair practices, and spot hidden costs or risks.
Understanding 8-K Material Events →
false0001508655TX 0001508655 2026-05-14 2026-05-14 iso4217:USD
 
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
 
FORM
8-K
 
 
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): May 14, 2026
 
 
Sixth Street Specialty Lending, Inc.
(Exact name of registrant as specified in charter)
 
 
 
Delaware
  
001-36364
  
27-3380000
(State or Other Jurisdiction
of Incorporation)
  
(Commission
File Number)
  
(I.R.S. Employer
Identification No.)
2100 McKinney Avenue
,
Suite 1500
Dallas
,
TX
    
75201
(Address of Principal Executive Offices)
    
(zip code)
(
469
)
621-3001
(Registrant’s telephone number, including area code)
None
(Former Name or former address, if changed since last report)
 
 
Check the appropriate box below if the Form
8-K
filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
 
☐
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
☐
Soliciting material pursuant to Rule
14a-12
under the Exchange Act (17 CFR
240.14a-12)
 
☐
Pre-commencement
communications pursuant to Rule
14d-2(b)
under the Exchange Act (17 CFR
240.14d-2(b))
 
☐
Pre-commencement
communications pursuant to Rule
13e-4(c)
under the Exchange Act (17 CFR
240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
 
Title of each class
  
Trading
Symbol(s)
  
Name of each exchange
on which registered
Common Stock, par value $0.01 per share
  
TSLX
  
The New York Stock Exchange
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule
12b-2
of the Securities Exchange Act of 1934
(§240.12b-2
of this chapter):
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
 
 
 
Item 1.01 - Entry into a Material Definitive Agreement
On May 14, 2026, Sixth Street Specialty Lending, Inc. (the “Company”) and U.S. Bank Trust Company, National Association (the “Trustee”), entered into a Third Supplemental Indenture (the “Third Supplemental Indenture”) to the Indenture, dated as of January 16, 2024, between the Company and the Trustee (the “Base Indenture”; and together with the Third Supplemental Indenture, the “Indenture”), relating to the Company’s issuance, offer and sale of $300,000,000 aggregate principal amount of its 5.650% notes due 2031 (the “Notes”).
The Notes will mature on August 15, 2031 and may be redeemed in whole or in part at the Company’s option at any time at the redemption prices set forth in the Third Supplemental Indenture. The Notes bear interest at a rate of 5.650% per year payable semiannually on February 15 and August 15 of each year, commencing on February 15, 2027. The Notes are direct unsecured obligations of the Company.
The Company expects to use the net proceeds of this offering to pay down debt under its revolving credit facility and for general corporate purposes, including making new investments in accordance with the Company’s investment objective and strategies. The Indenture contains certain covenants including covenants requiring the Company to comply with Section 18(a)(1)(A) as modified by Section 61(a) of the Investment Company Act of 1940, as amended, or any successor provisions, but giving effect, in either case, to any exemptive relief granted to the Company by the SEC, and to provide financial information to the holders of the Notes and the Trustee if the Company should no longer be subject to the reporting requirements under the Securities Exchange Act of 1934. These covenants are subject to important limitations and exceptions that are described in the Indenture.
In addition, upon the occurrence of a change of control repurchase event (which involves the occurrence of both a change of control and a below investment grade rating of the Notes by Fitch Ratings, Inc., Moody’s Investor Service and S&P Global Ratings), the Company will be required to make an offer to purchase the Notes at a price equal to 100% of the principal amount plus accrued and unpaid interest to the date of purchase.
The Notes were offered and sold pursuant to the Registration Statement on Form
N-2
(File
No. 333-276252),
the preliminary prospectus supplement filed with the Securities and Exchange Commission on May 7, 2026 and the pricing term sheet filed with the Securities and Exchange Commission on May 7, 2026. The transaction closed on May 14, 2026.
The foregoing descriptions of the Base Indenture, Third Supplemental Indenture and the Notes do not purport to be complete and are qualified in their entirety by reference to the full text of the Base Indenture, Third Supplemental Indenture and the Notes, respectively, each filed as exhibits hereto and incorporated by reference herein.
Item 2.03 - Creation of a Direct Financial Obligation or an Obligation Under an
Off-Balance
Sheet Arrangement of a Registrant
The information set forth under Item 1.01 of this Form
8-K
is incorporated herein by reference.
Item 8.01 - Financial Statements and Exhibits
On May 7, 2026, the Company entered into an underwriting agreement (the “Underwriting Agreement”) by and among the Company, Sixth Street Specialty Lending Advisers, LLC, (the “Adviser”) and BofA Securities, Inc., as representative of the several underwriters named in Schedule 1 thereto (the “Underwriters”), in connection with the issuance and sale of $300,000,000 aggregate principal amount of the Company’s 5.650% Notes due 2031 (the “Offering”).
The Offering was made pursuant to the Company’s effective shelf registration statement on Form
N-2
(Registration
No. 333-276252)
previously filed with the Securities and Exchange Commission, as supplemented by a preliminary prospectus supplement dated May 7, 2026, and a final prospectus supplement dated May 7, 2026.
The foregoing description of the Underwriting Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Underwriting Agreement filed with this report as Exhibit 1.1 and which is incorporated herein by reference.
Item 9.01 - Financial Statements and Exhibits
(d) Exhibits:
 
Exhibit
Number
   
Description
  1.1    Underwriting Agreement dated May 7, 2026 by and among Sixth Street Specialty Lending, Inc., Sixth Street Specialty Lending Advisers, LLC and BofA Securities, Inc. as representative of the several underwriters named therein.
  4.1    Indenture, dated as of January 16, 2024, between Sixth Street Specialty Lending, Inc. and U.S. Bank Trust Company, National Association, as Trustee (incorporated by reference to Exhibit 4.1 to the Company’s Form 8-K, filed on January 16, 2024).
  4.2    Third Supplemental Indenture, dated as of May 14, 2026, between Sixth Street Specialty Lending, Inc. and U.S. Bank Trust Company, National Association, as Trustee.
  4.3    Form of 5.650% Note Due 2031 (included as part of Exhibit 4.2).
  5.1    Opinion of Simpson Thacher & Bartlett LLP.
 23.1    Consent of Simpson Thacher & Bartlett LLP (included as part of Exhibit 5.1).
104    Cover Page Interactive Data File (embedded within the Inline XBRL document).
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
    SIXTH STREET SPECIALTY LENDING, INC.
    (Registrant)
Date: May 14, 2026     By:   /s/ Ian Simmonds
      Ian Simmonds
      Chief Financial Officer

Source: View Original Filing on SEC EDGAR

FAQ

What type of debt did TSLX issue in this 8-K filing?

Sixth Street Specialty Lending issued $300,000,000 of 5.650% notes due 2031. These are direct unsecured obligations under a supplemental indenture and provide fixed-rate funding with semiannual interest payments until maturity in August 2031.

When do Sixth Street Specialty Lending’s new 5.650% notes mature?

The new notes from Sixth Street Specialty Lending mature on August 15, 2031. Investors receive semiannual interest payments until that date, after which the company must repay the full principal amount, unless notes are redeemed or repurchased earlier.

How will TSLX use the $300,000,000 notes proceeds?

TSLX expects to use net proceeds primarily to pay down its revolving credit facility and for general corporate purposes. These purposes include making new investments that align with the company’s stated investment objective and strategies.

What interest payments do the TSLX 5.650% notes provide?

The notes carry a 5.650% annual interest rate, paid semiannually on February 15 and August 15. Interest payments start on February 15, 2027, offering investors regular cash flows until the notes mature or are redeemed.

What happens to the TSLX notes after a change of control event?

If a defined change of control repurchase event occurs and the notes are rated below investment grade, the company must offer to purchase the notes at 100% of principal plus accrued and unpaid interest as of the purchase date.

Under which registration statement were TSLX’s 2031 notes offered?

The 5.650% notes due 2031 were offered under TSLX’s effective shelf registration statement on Form N-2 (No. 333-276252), using a preliminary and final prospectus supplement each dated May 7, 2026.

Filing Exhibits & Attachments

4 documents

Other Documents