Sixth Street Specialty Lending, Inc. Fair Value Disclosure
6. Fair Value of Financial Instruments
Investments
The following tables present fair value measurements of investments as of December 31, 2025 and December 31, 2024:
|
|
Fair Value Hierarchy at December 31, 2025 |
|
|||||||||||||
|
|
Level 1 |
|
|
Level 2 |
|
|
Level 3 |
|
|
Total |
|
||||
First-lien debt investments |
|
$ |
— |
|
|
$ |
28,204 |
|
|
$ |
2,956,297 |
|
|
$ |
2,984,501 |
|
Second-lien debt investments |
|
|
— |
|
|
|
222 |
|
|
|
30,456 |
|
|
|
30,678 |
|
Mezzanine debt investments |
|
|
— |
|
|
|
— |
|
|
|
61,684 |
|
|
|
61,684 |
|
Equity and other investments |
|
|
28,169 |
|
|
|
11,016 |
|
|
|
133,397 |
|
|
|
172,582 |
|
Structured credit investments |
|
|
— |
|
|
|
97,872 |
|
|
|
— |
|
|
|
97,872 |
|
Total investments at fair value |
|
$ |
28,169 |
|
|
$ |
137,314 |
|
|
$ |
3,181,834 |
|
|
$ |
3,347,317 |
|
Interest rate swaps |
|
|
— |
|
|
|
10,301 |
|
|
|
— |
|
|
|
10,301 |
|
Total |
|
$ |
28,169 |
|
|
$ |
147,615 |
|
|
$ |
3,181,834 |
|
|
$ |
3,357,618 |
|
|
|
Fair Value Hierarchy at December 31, 2024 |
|
|||||||||||||
|
|
Level 1 |
|
|
Level 2 |
|
|
Level 3 |
|
|
Total |
|
||||
First-lien debt investments |
|
$ |
— |
|
|
$ |
14,675 |
|
|
$ |
3,287,829 |
|
|
$ |
3,302,504 |
|
Second-lien debt investments |
|
|
— |
|
|
|
1,309 |
|
|
|
18,535 |
|
|
|
19,844 |
|
Mezzanine debt investments |
|
|
— |
|
|
|
— |
|
|
|
39,091 |
|
|
|
39,091 |
|
Equity and other investments |
|
|
3,952 |
|
|
|
11,963 |
|
|
|
139,586 |
|
|
|
155,501 |
|
Structured credit investments |
|
|
— |
|
|
|
1,472 |
|
|
|
— |
|
|
|
1,472 |
|
Total investments at fair value |
|
$ |
3,952 |
|
|
$ |
29,419 |
|
|
$ |
3,485,041 |
|
|
$ |
3,518,412 |
|
Interest rate swaps |
|
|
— |
|
|
|
(24,238 |
) |
|
|
— |
|
|
|
(24,238 |
) |
Total |
|
$ |
3,952 |
|
|
$ |
5,181 |
|
|
$ |
3,485,041 |
|
|
$ |
3,494,174 |
|
Transfers between levels, if any, are recognized at the beginning of the quarter in which the transfers occur.
The following tables present the changes in the fair value of investments for which Level 3 inputs were used to determine the fair value as of and for the year ended December 31, 2025 and December 31, 2024:
|
|
As of and for the Year Ended |
|
|||||||||||||||||
|
|
December 31, 2025 |
|
|||||||||||||||||
|
|
First-lien |
|
|
Second-lien |
|
|
Mezzanine |
|
|
Equity |
|
|
Total |
|
|||||
Balance, beginning of period |
|
$ |
3,287,829 |
|
|
$ |
18,535 |
|
|
$ |
39,091 |
|
|
$ |
139,586 |
|
|
$ |
3,485,041 |
|
Purchases or originations |
|
|
942,810 |
|
|
|
15,358 |
|
|
|
18,740 |
|
|
|
11,451 |
|
|
|
988,359 |
|
Repayments / redemptions |
|
|
(1,221,990 |
) |
|
|
(3,574 |
) |
|
|
— |
|
|
|
— |
|
|
|
(1,225,564 |
) |
Sales Proceeds |
|
|
(75,529 |
) |
|
|
— |
|
|
|
— |
|
|
|
(9,786 |
) |
|
|
(85,315 |
) |
Paid-in-kind interest |
|
|
15,432 |
|
|
|
4,022 |
|
|
|
5,204 |
|
|
|
228 |
|
|
|
24,886 |
|
|
|
46,929 |
|
|
|
(4,512 |
) |
|
|
(1,470 |
) |
|
|
1,265 |
|
|
|
42,212 |
|
|
|
|
(57,472 |
) |
|
|
— |
|
|
|
— |
|
|
|
4,422 |
|
|
|
(53,050 |
) |
|
Net amortization of discount on securities |
|
|
25,862 |
|
|
|
627 |
|
|
|
119 |
|
|
|
— |
|
|
|
26,608 |
|
Transfers within Level 3 |
|
|
(7,574 |
) |
|
|
— |
|
|
|
— |
|
|
|
7,574 |
|
|
|
— |
|
Transfers into (out of) Level 3 |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(21,343 |
) |
|
|
(21,343 |
) |
Balance, End of Period |
|
$ |
2,956,297 |
|
|
$ |
30,456 |
|
|
$ |
61,684 |
|
|
$ |
133,397 |
|
|
$ |
3,181,834 |
|
Caris Life Sciences, Inc. was transferred out of Level 3 into Level 1 and Dye & Durham, Ltd. was transferred out of Level 1 into Level 3 for fair value measurement purposes during the year ended December 31, 2025, as a result of changes in the observability of inputs into the security valuation for these portfolio companies.
|
|
As of and for the Year Ended |
|
|||||||||||||||||
|
|
December 31, 2024 |
|
|||||||||||||||||
|
|
First-lien |
|
|
Second-lien |
|
|
Mezzanine |
|
|
Equity |
|
|
Total |
|
|||||
Balance, beginning of period |
|
$ |
2,993,786 |
|
|
$ |
35,975 |
|
|
$ |
38,865 |
|
|
$ |
140,331 |
|
|
$ |
3,208,957 |
|
Purchases or originations |
|
|
1,064,366 |
|
|
|
2,004 |
|
|
|
— |
|
|
|
10,935 |
|
|
|
1,077,305 |
|
Repayments / redemptions |
|
|
(764,592 |
) |
|
|
(3,177 |
) |
|
|
(4,880 |
) |
|
|
— |
|
|
|
(772,649 |
) |
Sales Proceeds |
|
|
(9,110 |
) |
|
|
— |
|
|
|
— |
|
|
|
(18,089 |
) |
|
|
(27,199 |
) |
Paid-in-kind interest |
|
|
23,519 |
|
|
|
1,255 |
|
|
|
4,476 |
|
|
|
315 |
|
|
|
29,565 |
|
|
|
(35,815 |
) |
|
|
(17,656 |
) |
|
|
528 |
|
|
|
1,360 |
|
|
|
(51,583 |
) |
|
|
|
(4,371 |
) |
|
|
— |
|
|
|
— |
|
|
|
4,734 |
|
|
|
363 |
|
|
Net amortization of discount on securities |
|
|
20,046 |
|
|
|
134 |
|
|
|
102 |
|
|
|
— |
|
|
|
20,282 |
|
Transfers within Level 3 |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
Transfers into (out of) Level 3 |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
Balance, End of Period |
|
$ |
3,287,829 |
|
|
$ |
18,535 |
|
|
$ |
39,091 |
|
|
$ |
139,586 |
|
|
$ |
3,485,041 |
|
The following table presents information with respect to the net change in unrealized gains or losses on investments for which Level 3 inputs were used in determining fair value that are still held by the Company at December 31, 2025 and December 31, 2024:
|
|
Net Change in Unrealized |
|
|
Net Change in Unrealized |
|
||
|
|
Gains or (Losses) |
|
|
Gains or (Losses) |
|
||
|
|
for the Year Ended |
|
|
for the Year Ended |
|
||
|
|
December 31, 2025 on |
|
|
December 31, 2024 on |
|
||
|
|
Investments Held at |
|
|
Investments Held at |
|
||
|
|
December 31, 2025 |
|
|
December 31, 2024 |
|
||
First-lien debt investments |
|
$ |
19,996 |
|
|
$ |
(29,217 |
) |
Second-lien debt investments |
|
|
(4,306 |
) |
|
|
(17,656 |
) |
Mezzanine debt investments |
|
|
(1,470 |
) |
|
|
528 |
|
Equity and other investments |
|
|
3,790 |
|
|
|
1,360 |
|
Total |
|
$ |
18,010 |
|
|
$ |
(44,985 |
) |
The following tables present the fair value of Level 3 Investments and the significant unobservable inputs used in the valuations as of December 31, 2025 and December 31, 2024. The tables are not intended to be all-inclusive, but instead capture the significant unobservable inputs relevant to the Company’s determination of fair values.
|
|
December 31, 2025 |
||||||||||
|
|
|
|
|
Valuation |
|
Unobservable |
|
Range (Weighted |
|
Impact to Valuation |
|
|
|
Fair Value |
|
|
Technique |
|
Input |
|
Average) |
|
Increase to Input |
|
First-lien debt investments |
|
$ |
2,956,297 |
|
|
Income approach (1) |
|
Discount rate |
|
6.6% — 17.5% (11.0%) |
|
Decrease |
Second-lien debt investments |
|
|
30,456 |
|
|
Income approach |
|
Discount rate |
|
12.5% — 15.3% (14.2%) |
|
Decrease |
Mezzanine debt investments |
|
|
61,684 |
|
|
Income approach (2) |
|
Discount rate |
|
10.8% — 20.0% (11.1%) |
|
Decrease |
Equity and other investments |
|
|
133,397 |
|
|
Market Multiple (3) |
|
Comparable multiple |
|
1.8x — 25.0x (10.4x) |
|
Increase |
Total |
|
$ |
3,181,834 |
|
|
|
|
|
|
|
|
|
|
|
December 31, 2024 |
||||||||||
|
|
|
|
|
Valuation |
|
Unobservable |
|
Range (Weighted |
|
Impact to Valuation |
|
|
|
Fair Value |
|
|
Technique |
|
Input |
|
Average) |
|
Increase to Input |
|
First-lien debt investments |
|
$ |
3,287,829 |
|
|
Income approach (1) |
|
Discount rate |
|
7.7% — 17.7% (12.1%) |
|
Decrease |
Second-lien debt investments |
|
|
18,535 |
|
|
Income approach (2) |
|
Discount rate |
|
14.6% — 18.1% (15.6%) |
|
Decrease |
Mezzanine debt investments |
|
|
39,091 |
|
|
Income approach (3) |
|
Discount rate |
|
12.2% — 22.5% (12.7%) |
|
Decrease |
Equity and other investments |
|
|
139,586 |
|
|
Market Multiple (4) |
|
Comparable multiple |
|
2.3x — 20.0x (7.8x) |
|
Increase |
Total |
|
$ |
3,485,041 |
|
|
|
|
|
|
|
|
|
The Company typically determines the fair value of its performing Level 3 debt investments utilizing a yield analysis. In a yield analysis, a price is ascribed for each investment based upon an assessment of current and expected market yields for similar investments and risk profiles. Additional consideration is given to the expected life, portfolio company performance since close, and other terms and risks associated with an investment. Among other factors, a determinant of risk is the amount of leverage used by the portfolio company relative to the total enterprise value of the company, and the rights and remedies of our investment within each portfolio company’s capital structure.
Significant unobservable quantitative inputs typically considered in the fair value measurement of the Company’s Level 3 debt investments primarily include current market yields, including relevant market indices, but may also include quotes from brokers, dealers, and pricing services as indicated by comparable investments. If debt investments are credit impaired, an enterprise value analysis may be used to value such debt investments; however, in addition to the methods outlined above, other methods such as a liquidation or wind-down analysis may be utilized to estimate enterprise value. For the Company’s Level 3 equity investments, multiples of similar companies’ revenues, earnings before income taxes, depreciation and amortization (“EBITDA”) or some combination thereof and comparable market transactions are typically used.
Structured Credit Partners JV, LLC (“SCP”)
On December 23, 2025, affiliates of Sixth Street, including us, and affiliates of Carlyle entered into the Limited Liability Company Agreement to co-manage SCP, a joint venture focused on investing in broadly syndicated first lien senior secured loans, financed with long-term, non-mark-to-market, and predominantly investment grade rated CLO debt managed by affiliates of Sixth Street or Carlyle on a fee-free basis.
Sixth Street affiliates own 50.0% of the equity interests in SCP and Carlyle affiliates own 50.0%, with investment decisions requiring approval by representatives of both the Sixth Street affiliates and the Carlyle affiliates. SCP will be initially capitalized with $200.0 million of capital commitments from Sixth Street Specialty Lending, Inc., $100.0 million of capital commitments from Sixth Street Lending Partners, $150.0 million of capital commitments from Carlyle Secured Lending, Inc., and $150.0 million of capital commitments from Carlyle Credit Solutions, Inc., with all members of SCP having equal voting control. Equity contributions will be called from each member on a pro-rata basis, based on their equity commitments. Funding of such commitments requires the approval of SCP’s board of managers, including the board members appointed by the Company. SCP’s board of managers consists of an equal number of representatives appointed by the Sixth Street-affiliated members of SCP and the Carlyle-affiliated members of SCP. Portfolio construction and investment decisions must be unanimously approved by SCP’s investment committee, as delegated by the board of managers of SCP. Our investment in SCP is made with certain of our affiliates in accordance with the terms of the exemptive relief that we received from the SEC. Therefore, although the Company owns 25.0% of the voting interests of SCP, the Company does not believe that it has control over SCP for accounting purposes and does not consolidate its non-controlling interest in SCP.
As of December 31, 2025, SCP had not commenced operations and no capital had been contributed to SCP.
Financial Instruments Not Carried at Fair Value
Debt
The fair value of the Company’s Revolving Credit Facility, which is categorized as Level 3 within the fair value hierarchy, as of December 31, 2025 and December 31, 2024, approximates its carrying value as the outstanding balance is callable at carrying value.
The following table presents the fair value of the Company’s 2026 Notes, 2028 Notes, 2029 Notes and 2030 Notes as of December 31, 2025 and December 31, 2024.
|
|
December 31, 2025 |
|
|
December 31, 2024 |
|
||||||||||
|
|
Outstanding |
|
|
Fair |
|
|
Outstanding |
|
|
Fair |
|
||||
2026 Notes |
|
$ |
300,000 |
|
|
$ |
296,659 |
|
|
$ |
300,000 |
|
|
$ |
287,911 |
|
2028 Notes |
|
|
300,000 |
|
|
|
314,473 |
|
|
|
300,000 |
|
|
|
312,012 |
|
2029 Notes |
|
|
350,000 |
|
|
|
361,359 |
|
|
|
350,000 |
|
|
|
354,338 |
|
2030 Notes |
|
|
300,000 |
|
|
|
303,186 |
|
|
|
— |
|
|
|
— |
|
Total |
|
$ |
1,250,000 |
|
|
$ |
1,275,677 |
|
|
$ |
950,000 |
|
|
$ |
954,261 |
|
Other Financial Assets and Liabilities
The carrying amounts of the Company’s assets and liabilities, other than investments at fair value and the 2026 Notes, 2028 Notes, 2029 Notes and 2030 Notes, approximate fair value due to their short maturities or their close proximity of the originations to the measurement date. Under the fair value hierarchy, cash and cash equivalents are classified as Level 1 while the Company’s other assets and liabilities, other than investments at fair value and Revolving Credit Facility, are classified as Level 2.
Historical Timeline
| Fiscal Year | Filed | |
|---|---|---|
| 2025 | Feb 12, 2026 | Showing above |
| 2024 | Feb 13, 2025 | |
| 2023 | Feb 15, 2024 | |
| 2022 | Feb 16, 2023 | |
About Fair Value Disclosures
Fair value disclosures classify all assets and liabilities measured at fair value into a three-level hierarchy: Level 1 (quoted market prices), Level 2 (observable inputs like yield curves), and Level 3 (unobservable inputs requiring management estimates). The proportion of Level 3 assets directly reflects how much of the balance sheet depends on internal models rather than market evidence.
Key signals: a growing Level 3 balance relative to total fair-value assets increases valuation uncertainty and earnings volatility risk. Watch for transfers between levels — assets moving from Level 2 to Level 3 often signal deteriorating market liquidity. Unrealized gains and losses on Level 3 positions flow through earnings or other comprehensive income, so large swings deserve scrutiny. For financial institutions, examine the sensitivity disclosures that show how Level 3 valuations change under alternative assumptions. Compare the fair value of debt against its carrying amount to gauge hidden leverage.