Bringing Blackstone’s leading institutional credit platform to individual investors
BGFREI seeks to provide attractive income primarily from floating rate senior loans
BGFREI provides individual investors access to GSO, a leading institutional credit platform with significant scale and experience in the credit markets
POTENTIALLY LOWER VOLATILITY
BGFREI will seek to provide exposure to the floating rate senior loan market with less price volatility than comparable listed closed-end vehicles
RESILIENT TO RISING INTEREST RATES
Given their floating rate nature, senior loans typically have
An interval fund structure reduces the need to hold cash and permits the use of leverage to potentially enhance yield
Because floating rate senior loans have low correlation to traditional fixed income investments, we believe BGFREI can help diversify a client’s existing bond portfolio
Note: For data on the low duration of floating rate senior loans, their positive correlation to rising interest rates, and their low correlation to traditional
We hope to achieve lower price volatility through the use of an “interval fund” structure. Interval funds do not trade on a secondary market and are offered for sale and repurchase at net asset value (“NAV”). The value of underlying investments may fluctuate and shares may be worth less than the original amount invested. There can be no assurance that the Fund will achieve its investment objective or avoid losses. Interval funds are closed-end funds but are different from listed closed-end funds in that their shares do not trade on the secondary market. Instead, interval fund shares are subject to periodic repurchase offers by the fund at a price based on NAV. Interval funds are also permitted to continuously offer their shares at a price based on NAV.
The Fund anticipates utilizing leverage in an amount not to exceed 33 1⁄3% of Managed Assets at the time the leverage is incurred in order to buy additional securities. “Managed Assets” means net assets plus the amount of any Borrowings and the liquidation preference of any Preferred Shares that may be outstanding. Leverage may result in greater volatility of the net asset value and distributions on shares because changes in the value of the Fund’s portfolio investments, including investments purchased with the proceeds from Borrowings, if any, are borne entirely by shareholders. In addition, the Fund’s use of leverage will result in increased operating costs. There can be no assurance that the Fund’s leveraging strategy will be successful. For more information please see the Important Disclosure Information section of this brochure.
WHY GSO? 2
Blackstone is one of the leading alternative investment firms; GSO is one of the world’s largest credit managers.
Focused exclusively on below-investment grade corporate credit
WHY FLOATING RATE SENIOR LOANS?
Potentially attractive income with low sensitivity to rising rates
- Floating rate senior loans, unlike traditional fixed income investments, typically have very little “duration” or interest rate sensitivity
Note: Duration is a forward looking measure of interest rate sensitivity. The longer the measure of duration, the greater the expected volatility in price as current interest rates change.
Source: Bloomberg Barclays Indices and Credit Suisse Leveraged Loan Index, as of 12/31/17. Floating Rate Senior Loans are represented by the Credit Suisse Leveraged Loan Index. Floating Rate Senior Loans are subject to default risk and are generally rated below investment grade. Corp High Yield is represented by Bloomberg Barclays U.S. Corporate High Yield Index. High yield bonds are rated below investment grade and subject to default risk and interest rate risk. Traditional Fixed Income is represented by the Bloomberg Barclays U.S. Aggregate Bond Index. Traditional Fixed Income provides broad exposure to U.S. investment grade bonds including government bonds. Increases in interest rates may cause the price of bonds to decrease. Corporate bonds are subject to credit risk. Municipals are represented by the Bloomberg Barclays Municipal Index. Municipal Bonds are subject to credit risk and interest-rate risk. Treasuries are represented by the Bloomberg Barclays U.S. Treasury Index. Treasuries are subject to interest rate risk but are guaranteed as to the timely payment of principal and interest. Investment Grade Corporate is represented by the Bloomberg Barclays U.S. Corporate Investment Grade Index. Increases in interest rates may cause the price of Investment Grade Corporates to decrease. Corporate bonds are also subject to credit risk. For more information on these indices please see the Index Definitions section at the back of this brochure. Duration represents modified adjusted duration (to worst). Returns of non- USD-denominated assets are reported unhedged. Yield of bank loans are reported as the yield to maturity for US loans. All other yields are reported as yield to worst. The indices presented represent investments that have material differences from an investment in the Fund, including those related to vehicle structure, investment objectives and restrictions, risks, fluctuation of principal, safety guarantees or insurance, fees and expenses, liquidity and tax treatment. Data provided is for informational uses only. Indices are unmanaged, do not reflect the deduction of fees and expenses, and are not available for direct investment. Fees and expenses will be deducted from any investment in the Fund. The performance of the Fund will differ and may vary materially from any index. An investment in the Fund is different from a direct investment in any of the asset classes shown above. Performance data quoted represents past performance for the asset class shown, which is no guarantee of future results.
- The coupon income on floating rate senior loans typically adjusts at predetermined intervals usually on a quarterly basis, and thus provides an element of resilience to rising interest rates
- As interest rates increase, traditional fixed income may generally underperform because of its higher duration or level of sensitivity to changes in interest rates
Note: While we specifically reference historical periods when the fed funds rate rose more than 100 basis points in the illustration on this page, it should be noted that over the full 25 year time period under analysis (through 9/30/17) the annualized return for Traditional Fixed Income (referenced by the Barclays US Agg Bond Index) was 5.47% with 3.56% volatility, while the Floating Rate Senior Loans (referenced by the Credit Suisse Leveraged Loan Index) returned 5.65% annually with 5.10% volatility. We focus specifically on those periods, Feb 1994-Feb 1995, Jun 1999-May 2000, Jun 2004-Jun 2006, and Dec 2015-Sep 2017, when the historical Fed Fund Rate increased 300, 175, 325, and 100 basis points respectively.
Source: Morningstar Direct, Federal Reserve Bank. Data as of 9/30/17. Returns presented are on an annualized basis. The indices presented represent investments that have material differences from an investment in the Fund, including those related to vehicle structure, investment objectives and restrictions, risks, fluctuation of principal, safety guarantees or insurance, fees and expenses, liquidity and tax treatment. In the chart, Traditional Fixed Income is represented by the Bloomberg Barclays U.S. Aggregate Index. Floating Rate Senior Loans are represented by the Credit Suisse Leveraged Loan Index as of 9/30/17. Past performance is not necessarily indicative of future results, and there can be no assurance that GSO / Blackstone will achieve comparable results or that GSO / Blackstone will be able to implement its investment strategy or achieve its investment objectives. For more information please see the Important Disclosure Information section of this brochure.
Senior Secured Debt
(Floating Rate Senior Loans)
- Senior loans (also referred to as Leveraged Loans or Bank Loans) are so named because they sit at the top of a company’s capital structure
- Senior loans are typically secured by company assets such as property, plant, equipment, or other collateral
- In the event of a default, investors in a company’s senior loans may be the first to be repaid, and would recover more of their investment than debt and equity holders lower in the capital structure
Note: There is no assurance that the liquidation of any collateral from a senior loan would satisfy the borrower’s obligation, or that such collateral could be liquidated.
Floating rate senior loans may help diversify a traditional fixed income portfolio
October 1997 - September 2017
- The relatively low correlation of floating rate senior loans to traditional fixed income investments may enable them to play an important diversifying role in overall bond performance
Hypothetical Portfolio: Trailing 15 Years Ending September 30, 2017
- With low correlation to most traditional debt securities, and a high correlation to rising rates, floating rate senior loans can be an effective diversifier for a bond income portfolio
- The inclusion of floating rate senior loans in a traditional bond portfolio may enhance the portfolio’s risk and return
Source: Morningstar Direct, Blackstone/GSO. Portfolio blend shown in 10% increments to floating rate senior loans.
WHY INTERVAL FUNDS?
| Mutual Fund/|
|Interval Fund|| Listed Closed|
|Daily Pricing with no Premium / Discount to NAV||✔︎||✔︎|
|Leverage up to 50% of Total Assets||✔︎||✔︎|
|Lower Investor Qualifications||✔︎||✔︎||✔︎|
|Simple 1099 Tax Format||✔︎||✔︎||✔︎|
Interval funds are a type of closed-end fund offering daily purchases and periodic repurchases of shares at net asset value (“NAV”). Listed closed-end funds issue a predetermined number of shares and trade on a stock exchange at a market price, which may be at a discount or premium to NAV. Closed end funds may utilize leverage to potentially increase yield. Mutual funds and ETFs are continuously offered open-end funds with daily purchases and repurchases at NAV, but typically do not employ leverage.
WHAT ARE THE RISKS
Floating rate senior loans are rated below investment grade. What does that mean for investors?
Senior loans are rated below-investment grade—just like their sister market, high yield bonds. Due to higher leverage and other factors, non-investment-grade debt has a greater risk of default than the so-called high grade markets. Investors typically are Compensated for this higher risk with higher yields. These types of loans are typically made to companies with ratings below investment grade, so the level of credit risk (i.e., the degree to which changes in the issuers’ financial condition will affect bond prices) is comparatively high. It’s important to keep in mind that valuations in this market segment can change quickly. In other words, just because the bonds are “senior” doesn’t mean that they aren’t volatile.
Is the senior loan market liquid?
In aggregate, the roughly $900 billion senior loan market is quite liquid although it faced the same liquidity challenges witnessed by all debt markets during the 2007/2008 financial crisis. Within the sector itself, larger issues tend to be more liquid than smaller, and the loans of well-known companies may be a better bid than those of the more esoteric. Liquidity may also be impacted for issues that are facing credit stress which, in some cases, may provide the opportunity for bottom-up managers to purchase loans at a deep discount to their intrinsic value.
What might happen to senior loans in a recession?
Like corporate bonds, senior loans are subject to the credit risk of the indebted company and economic slowdowns may put pressure on corporate cash flows and/or profitability. Declining cash flows may reduce the ability of a company to service its debt and, incidentally, may push its market price lower. The lower credit ratings of senior loans by that senior loans are more highly leveraged than their investment-grade counterparts or may provide lower recovery rates in the event of a default. This means they may be more vulnerable in a recession, however, managers may seek to mitigate the credit risk associated with below investment-grade debt by careful credit analysis of the borrower and an assessment of the collateral attached to the loan. Although our investment process is bottom-up (focusing on the fundamental risk characteristics of a single issuer), we are influenced by developments in the broader economic and credit cycles that might impact specific industries or the senior loan market in general. The nationally recognized statistical rating organizations (NRSROs) relative to investment grade debt may indicate that senior loans are more highly leveraged than their investment-grade counterparts or may provide lower recovery rates in the event of a default. This means they may be more vulnerable in a recession, however, managers may seek to mitigate the credit risk associated with below investment-grade debt by careful credit analysis of the borrower and an assessment of the collateral attached to the loan. Although our investment process is bottom-up (focusing on the fundamental risk characteristics of a single issuer), we are influenced by developments in the broader economic and credit cycles that might impact specific industries or the senior loan market in general.
What are default rates and why are they important for senior loans?
A default occurs when a borrower fails to make timely principal or interest payments. All defaults in the asset class may be totaled up as a percent of the entire market for any given period of time; this results in a default rate. Default rates are often cited in the financial press as one measure of creditworthiness for the senior loan market broadly. Default rates can be measured on a historical basis, or default rates may be forecasted. The average default rate since 2000 is 3.6%.3
How did senior loans perform during the global financial crisis?
While past performance is no guarantee of future results, senior loans have delivered positive returns in 24 of the last 25 calendar years. 2008 marked the lone negative calendar year, however the negative return was fully offset by a strong recovery in 2009. In 2008, concerns about the impact of the global financial crisis caused loan prices to fall. As the risks and concerns subsided, the asset class experienced a dramatic recovery. In addition, defaults were only slightly elevated during the crisis relative to long-term averages (3.5% default rate 4 in 2008, versus 3.3% annual average over the trailing 20 years).
ADDITIONAL RISKS & IMPORTANT DISCLOSURES
There can be no assurance that the Fund will achieve its investment objectives.
Investment Strategies: Under normal market conditions, the Fund will invest at least 80% of its Managed Assets (as defined below) in floating rate instruments. Under current market conditions, the Fund anticipates that its portfolio of floating rate instruments will primarily consist of floating rate loans. In addition, the Fund may invest up to 20% of its Managed Assets in each of: (i) structured products (including, without limitation, the rated debt tranches of collateralized loan obligations (“CLOs”), floating rate mortgage-backed securities and credit linked notes), (ii) derivatives, including credit derivatives, (iii) warrants and equity securities that are incidental to the Fund’s purchase of floating rate instruments or in connection with a reorganization of a Borrower or issuer and (iv) fixed rate instruments (including, without limitation, high yield corporate debt securities, or bonds, or U.S. government debt securities). To the extent that a structured product or a security underlying a derivative is, or is composed of, a floating rate instrument, the Fund will include it for the purposes of the Fund’s 80% policy.
The Fund may invest in securities of any credit quality, maturity and duration. The Fund may invest in U.S. dollar and non-U.S. dollar denominated securities of issuers located anywhere in the world, and of issuers that operate in any industry. In pursuing the Fund’s investment objective, the Adviser will seek to enhance the Fund’s return by the use of leverage.
No Operating History. The Fund is a non-diversified, closed-end management investment company with no operating history. As a result, prospective investors have no track record or history on which to base their investment decision. The Adviser acts as an investment adviser for collateralized loan obligation vehicles, separately managed accounts, listed investment companies (including closed-end funds and an exchange traded fund) and other investment vehicles.
Investment and Market Risk. An investment in the Fund’s Common Shares is subject to investment risk, including the possible loss of the entire principal amount invested. An investment in the Fund’s Common Shares represents an indirect investment in the portfolio of floating rate instruments, other securities and derivative investments owned by the Fund, and the value of these investments may fluctuate, sometimes rapidly and unpredictably. At any point in time an investment in the Fund’s Common Shares may be worth less than the original amount invested, even after taking into account distributions paid by the Fund and the ability of shareholders to reinvest dividends. The Fund may also use leverage, which would magnify the Fund’s investment, market and certain other risks.
Repurchase Offers Risk. An investment in the Fund is suitable only for long-term investors who can bear the risks associated with the limited liquidity of the Common Shares. The Fund is an “interval fund” and, in order to provide liquidity to shareholders, the Fund, subject to applicable law, will conduct repurchase offers of the Fund’s outstanding Common Shares at NAV, subject to approval of the Board. The Fund believes that these repurchase offers are generally beneficial to the Fund’s shareholders, and repurchases generally will be funded from available cash, cash from the sale of Common Shares or sales of portfolio securities. However, repurchase offers and the need to fund repurchase obligations may affect the ability of the Fund to be fully invested or force the Fund to maintain a higher percentage of its assets in liquid investments, which may harm the Fund’s investment performance. Moreover, diminution in the size of the Fund through repurchases may result in untimely sales of portfolio securities (with associated imputed transaction costs, which may be significant), and may limit the ability of the Fund to participate in new investment opportunities or to achieve its investment objective. The Fund may accumulate cash by holding back (i.e., not reinvesting) payments received in connection with the Fund’s investments and cash from the sale of Common Shares. The Fund believes that it can meet the maximum potential amount of the Fund’s repurchase obligations. If at any time cash and other liquid assets held by the Fund are not sufficient to meet the Fund’s repurchase obligations, the Fund intends, if necessary, to sell investments. In addition, if the Fund borrows to finance repurchases, interest on that borrowing will negatively affect Common Shareholders who do not tender their Common Shares by increasing the Fund’s expenses and reducing any net investment income.
Loans Risk. Under normal market conditions, the Fund will invest primarily in Loans. The Loans that the Fund may invest primarily in Loans. The Loans that the Fund may invest in include Loans that are first lien, second lien, third lien or that are unsecured. In addition, the Loans the Fund will invest in will usually be rated below investment grade or may also be unrated. Loans are subject to a number of risks described elsewhere in this Prospectus, including credit risk, liquidity risk, below investment grade instruments risk and management risk.
Although certain Loans in which the Fund may invest will be secured by collateral, there can be no assurance that such collateral could be readily liquidated or that the liquidation of such collateral would satisfy the Borrower’s obligation in the event of non-payment of scheduled interest or principal. In the event of the bankruptcy or insolvency of a Borrower, the Fund could experience delays or limitations with respect to its ability to realize the benefits of the collateral securing a Loan. In the event of a decline in the value of the already pledged collateral, if the terms of a Loan do not require the Borrower to pledge additional collateral, the Fund will be exposed to the risk that the value of the collateral will not at all times equal or exceed the amount of the Borrower’s obligations under the Loans. To the extent that a Loan is collateralized by stock in the Borrower or its subsidiaries, such stock may lose some or all of its value in the event of the bankruptcy or insolvency of the Borrower. Those Loans that are under-collateralized involve a greater risk of loss.
In general, the secondary trading market for Loans is not fully-developed. No active trading market may exist for certain Loans, which may make it difficult to value them. Illiquidity and adverse market conditions may mean that the Fund may not be able to sell certain Loans 18 quickly or at a fair price. To the extent that a secondary market does exist for certain Loans, the market for them may be subject to irregular trading activity, wide bid/ask spreads and extended trade settlement periods.
Below Investment Grade, or High Yield, Instruments Risk. The Fund anticipates that it may invest substantially all of its assets in instruments that are rated below investment grade. Below investment grade instruments are commonly referred to as “junk” or high-yield instruments and are regarded as predominantly speculative with respect to the issuer’s capacity to pay interest and repay principal. Lower grade instruments may be particularly susceptible to economic downturns, which could adversely affect the ability of the issuers of such instruments to repay principal and pay interest thereon, increase the incidence of default for such instruments and severely disrupt the market value of such instruments.
Leverage Risk. Under current market conditions, the Fund generally intends to utilize leverage in an amount up to 33 1/3% of the Fund’s Managed Assets principally through Borrowings. In the future, the Fund may elect to utilize leverage in an amount up to 50% of the Fund’s total assets through the issuance of Preferred Shares. Leverage may result in greater volatility of the net asset value and distributions on the Common Shares because changes in the value of the Fund’s portfolio investments, including investments purchased with the proceeds from Borrowings or the issuance of Preferred Shares, if any, are borne entirely by Common Shareholders. Common Share income may fall if the interest rate on Borrowings or the dividend rate on Preferred Shares rises, and may fluctuate as the interest rate on Borrowings or the dividend rate on Preferred Shares varies. In addition, the Fund’s use of leverage will result in increased operating costs. Thus, to the extent that the then-current cost of any leverage, together with other related expenses, approaches the net return on the Fund’s investment portfolio, the benefit of leverage to Common Shareholders will be reduced, and if the then-current cost of any leverage together with related expenses were to exceed the net return on the Fund’s portfolio, the Fund’s leveraged capital structure would result in a lower rate of return to Common Shareholders than if the Fund were not so leveraged. In addition, the costs associated with the Fund’s incursion and maintenance of leverage could increase over time. There can be no assurance that the Fund’s leveraging strategy will be successful.
Any decline in the net asset value of the Fund will be borne entirely by Common Shareholders. Therefore, if the market value of the Fund’s portfolio declines, the Fund’s use of leverage will result in a greater decrease in net asset value to Common Shareholders than if the Fund were not leveraged.
The Fund may also be subject to the following categories of risk: Derivatives Risk, Segregation and Coverage Risk, Counterparty Risk, Derivatives Legislation and Regulatory Risk, Commodities Regulation, Potential Conflicts of Interest Risk, Limitations on Transactions with Affiliates Risk, Dependence on Key Personnel Risk, Prepayment Risk, Inflation/Deflation Risk, Non-U.S. Instruments Risk, Foreign Currency Risk, UK Exist from the European Union, Repurchase Agreements Risk, Reverse Repurchase Agreements Risk, Investments in Equity Securities or Warrants Incidental to Investments in Floating Rate Instrument, Possible U.S. Federal Income Tax Reform, Cyber-Security Risk and Identity Theft Risks, Portfolio Turnover Risk, Non-Diversification Risk and Anti-Takeover Provisions.
Prospective investors should note that certain senior members of the Manager’s team have been working together since 1998 while at other institutions, starting at the IndoSuez Capital Division of Crédit Agricole. These team members moved to Royal Bank of Canada in 2001, joined GSO in 2005, and joined Blackstone in 2008 in connection with Blackstone’s acquisition of GSO. Certain historical information contained in this material includes references to vehicles and managed accounts managed by members of the Manager’s team while at other institutions indicated above. In March 2008, together with the acquisition of GSO and certain of its affiliates by Blackstone, the legacy collateralized loan obligation business of GSO Debt Funds Management LLC (now known as GSO / Blackstone Debt Funds Management LLC) was combined with the legacy collateralized loan obligation business of Blackstone Debt Advisors L.P. Past performance is not an indication of future investment returns, and there can be no assurance that such returns will be achieved.
Please see the Prospectus of the Fund for a full description of the risk factors listed above.
Floating Rate Loans are represented by the S&P/LSTA Leveraged Loan index, which is a market-value weighted index covering more than 1,100 loan facilities and reflects the performance of the U.S.-denominated institutional leveraged loans. Corp High Yield is represented by the Bloomberg Barclays US Corporate High Yield index, which measures the USD-denominated, high yield, fixed-rate corporate bond market. Securities are classified as high yield if the middle rating of Moody’s, Fitch and S&P is Ba1/BB+/BB+ or below. Bonds from issuers with an emerging markets country of risk, are excluded. Emerging Market Debt is represented by the JPM EMBI Plus TR index, a market capitalization-weighted index based on bonds in emerging markets in external currency denomination across 21 countries. Municipals are represented by the Bloomberg Barclays U.S. Municipal Index, a USD-denominated index that tracks the long-term tax exempt bond market. The index has four main sectors: state and local general obligation bonds, revenue bonds, insured bonds and pre-refunded bonds. Treasuries are represented by the Bloomberg Barclays US Treasury Index, which measures US dollar-denominated, fixed-rate, nominal debt issued by the US Treasury (excluding T-Bills). Mortgages are represented by the Bloomberg Barclays US MBS Index, which tracks agency mortgage backed pass-through securities (both fixed-rate and hybrid ARM) guaranteed by Ginnie Mae (GNMA), Fannie Mae (FNMA), and Freddie Mac (FHLMC). Inv Grade Corporates are represented by the Bloomberg Barclays US Corporate Investment Grade index, which measures the investment grade, fixed-rate, taxable corporate bond market.
- There is no guarantee that the Fund will make any distributions and distributions may be paid in significant part from sources that may not be available in the future and that are unrelated to the Fund's performance, such as a return of capital.
- All data as of June 30, 2018 unless otherwise noted.
- Source: Moody’s Investor Service Trailing 12-Month Issuer-Weighted Spec-Grade US Bond vs. Loan Default Rates as of June 30, 2017.
- Source: Moody’s Investor Service, June 2017 Monthly Default Report, as of June 30, 2017.
All investors should consider the investment objectives, risks, charges and expenses of the Fund carefully before investing. The prospectus and, if available, a summary prospectus, contain this and other information about the Fund. All investors are urged to carefully read the prospectus and, if available, the summary prospectus, in its entirety before investing.
Performance data quoted represents past performance and does not guarantee future results. The investment return and principal value of an investment will fluctuate so that an investor’s shares, when redeemed, may be worth more or less than their original cost and current performance may be lower or higher than the performance data quoted. For more information about a fund, click on the prospectus or summary prospectus link above.
The price information contained herein is estimated and unaudited and subject to change. Past performance is not necessarily indicative of future results. There can be no assurance the Fund will achieve its objectives or avoid significant losses.
This page is not an offer to sell the Fund’s securities and is not soliciting an offer to buy the Fund’s securities in any state where the offer or sale is not permitted. An investment in the Fund should be considered a speculative investment that entails substantial risks; you may lose part or all of your investment or your investment may not perform as well as other similar investments. The Fund’s investments involve significant risks including, but not limited to, loss of all or a significant portion of the investment due to leveraging, short-selling, derivatives or other speculative practices. Other risks include, but are not limited to: allocation risk, conflicts of interest risk, counterparty credit risk, foreign investments risk, high portfolio turnover risk, liquidity risk, model and technology risk, multi-manager risk and volatility risk. See “Principal Investment Risks” of the prospectus for a detailed discussion of these and other risks applicable to the Fund.