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): January 613, 2025

Sixth Street Lending Partners

(Exact name of registrant as specified in charter)


Delaware	814-01543	88-1710161
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

2100 McKinney Avenue, Suite 1500Dallas, TX		75201
2100 McKinney Avenue, Suite 1500 Dallas, TX		75201
(Address of Principal Executive Offices)		(zip code)

Registrant’s telephone number, including area code: (469) 621-3001

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 TradingSymbol(s) Name of each ~~exchangeon~~exchange on which registered None None None

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.

OnIndenture ~~January 6, 2025, Sixth Street Lending Partners (the “Company”) entered into a purchase agreement (the “Purchase Agreement”) by~~ and ~~among~~Supplemental ~~the~~Indenture Company, Sixth Street Lending Partners Advisers, LLC (the “Adviser”) and BofA Securities, Inc., as representative of the several initial purchasers named in Schedule 1 thereto (the “Initial Purchasers”), in connection with the issuance and sale of $750.0 million aggregate principal amount of the Company’s 6.125% Notes due 2030 (the “Notes”) in a private offering to qualified institutional buyers in accordance with Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”), and to non-U.S. persons in transactions outside the United States in reliance on Regulation S under the Securities Act.

~~The~~On ~~Notes~~January 13, ~~will~~2025, beSixth ~~issued~~Street atLending ~~99.347%~~Partners of(the ~~their~~“Company”) ~~par~~and ~~value~~U.S. ~~with~~Bank aTrust ~~coupon~~Company, atNational ~~6.125%.~~Association ~~Interest~~(the on“Trustee”), ~~the~~entered ~~Notes~~into ~~will~~a beFourth ~~payable~~Supplemental ~~semi-annually~~Indenture on(the ~~January 15~~“Fourth ~~and~~Supplemental ~~July 15~~Indenture”) ofto ~~each~~the ~~year~~Indenture, ~~commencing~~dated onas ~~July~~of March 1511, ~~2025.~~2024, ~~The~~between ~~Notes~~the ~~will~~Company ~~mature~~and onthe ~~July 15,~~Trustee ~~2030.~~(the ~~The~~“Base ~~offering~~Indenture”; isand ~~expected~~together towith ~~close~~the Fourth Supplemental Indenture, ~~subject~~the “Indenture”), relating to ~~customary~~the ~~closing~~Company’s ~~conditions~~issuance, onoffer ~~January 13~~and sale of $750,000,000 ~~2025~~aggregate principal amount of its 6.125% notes due 2030 (the “Notes”). The ~~Purchase~~Notes ~~Agreement~~were ~~contains~~offered ~~customary~~to ~~representations,~~persons ~~warranties,~~reasonably ~~conditions~~believed to ~~closing,~~be ~~indemnification~~qualified ~~rights~~institutional ~~and~~buyers ~~obligations~~in accordance with Rule 144A under the Securities Act of 1933, as amended (the ~~parties~~“Securities Act”), and ~~termination~~to ~~provisions~~non-U.S. ~~Pursuant~~persons toin transactions outside the ~~Purchase~~United ~~Agreement,~~States in reliance on orRegulation ~~prior~~S tounder the ~~closing~~Securities ofAct. ~~the~~The ~~offering,~~Notes have not been registered under the ~~Company~~Securities ~~will~~Act ~~enter~~or ~~into~~any astate securities laws and may not be offered or sold in the United States absent registration ~~rights~~or ~~agreement~~an ~~with~~applicable ~~BofA~~exemption ~~Securities,~~from ~~Inc~~such registration requirements. ~~with~~The ~~respect~~transaction toclosed ~~the~~on ~~Notes~~January 13, 2025.

The ~~Company~~Notes ~~intends~~will tomature ~~use~~on July 15, 2030, and may be redeemed in whole or in part at the ~~net~~Company’s ~~proceeds~~option ofat any time at the ~~offering~~redemption ofprices set forth in the Fourth Supplemental Indenture. The Notes tobear ~~pay~~interest ~~down~~at a ~~portion~~rate of ~~the~~6.125% ~~outstanding~~per ~~indebtedness~~year payable semiannually on ~~its~~January 15 ~~revolving~~and ~~credit~~July 15 ~~facility~~of ~~and/or~~each ~~its~~year, ~~subscription~~commencing ~~facility~~on July 15, 2025. The Notes are direct unsecured obligations of the Company.

~~Certain~~The Company expects to use the net proceeds of this offering to pay down a portion of the ~~Initial~~outstanding ~~Purchasers~~indebtedness on its revolving credit facility and/or ~~their~~its ~~respective~~subscription ~~affiliates~~facility. ~~have~~The ~~engaged~~Indenture ~~in,~~contains ~~and~~certain ~~may~~covenants inincluding covenants requiring the ~~future~~Company ~~engage~~to incomply with Section 18(a)(1)(A) as modified by Section 61(a) of the Investment Company Act of 1940, ~~investment~~as ~~banking~~amended, ~~advisory~~or ~~roles~~any ~~and~~successor ~~other~~provisions, ~~commercial~~but ~~dealings~~giving effect, in either case, to any exemptive relief granted to the ~~ordinary~~Company ~~course~~by the Securities and Exchange Commission (the “SEC”), and to provide financial information to the holders of ~~business~~the ~~with~~Notes and the Trustee if the Company orshould ~~its~~no ~~affiliates.~~longer ~~They~~be ~~have~~subject ~~received,~~to orthe ~~may~~reporting inrequirements under the ~~future~~Securities ~~receive~~Exchange Act of 1934, ~~customary~~as ~~fees~~amended. These covenants are subject to important limitations and ~~commissions~~exceptions ~~for~~that ~~these~~are ~~transactions~~described in the Indenture.

~~The~~In ~~information~~addition, ~~included~~upon inthe ~~Item~~occurrence ~~1.01~~of a change of ~~this~~control ~~Current~~repurchase ~~Report~~event on(which ~~Form~~involves ~~8-K~~the isoccurrence ~~neither~~of anboth ~~offer~~a tochange ~~sell~~of ~~nor~~control and a ~~solicitation~~below investment grade rating of the Notes by each of Fitch Ratings, Inc., Moody’s Investor Service and S&P Global Ratings), the Company will be required to make an offer to ~~buy~~purchase ~~any~~the ~~securities~~Notes at a price equal to 100% of the ~~Company~~principal oramount ~~its~~plus ~~subsidiaries~~accrued and unpaid interest to the date of purchase.

The foregoing ~~description~~descriptions of the ~~Purchase~~Base ~~Agreement~~Indenture, ~~does~~Fourth Supplemental Indenture and the Notes do not purport to be complete and isare qualified in ~~its~~their entirety by reference to the full text of the ~~Purchase~~Base ~~Agreement~~Indenture, Fourth Supplemental Indenture and the Notes, respectively, each filed as ~~Exhibit~~an ~~10.1~~exhibit hereto and incorporated ~~herein~~ by reference herein.

Registration Rights Agreement

In connection with the offering of the Notes, the Company entered into a Registration Rights Agreement, dated as of January 13, 2025 (the “Registration Rights Agreement”), with BofA Securities, Inc., as representative of the several initial purchasers of the Notes. Pursuant to the Registration Rights Agreement, the Company is obligated to file with the SEC a registration statement relating to an offer to exchange the Notes for new notes issued by the Company that are registered under the Securities Act and otherwise have terms substantially identical to those of the Notes, and to use its commercially reasonable efforts to cause such registration statement to be declared effective by the SEC under the Securities Act. The Company has

agreed to use its commercially reasonable efforts to consummate such exchange offer on the earliest practicable date after such registration statement has been declared effective but in no event later than 365 days after the initial issuance of the Notes. If the Company is not able to effect the exchange offer, the Company will be obligated to file a shelf registration statement covering the resale of the Notes and use its commercially reasonable efforts to cause such registration statement to be declared effective. If the Company fails to satisfy its registration obligations by certain dates specified in the Registration Rights Agreement, it will be required to pay additional interest to the holders of the Notes.

The foregoing description of the Registration Rights Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Registration Rights Agreement, filed as an exhibit 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 9.01 - Financial Statements and Exhibits

(d) Exhibits:

ExhibitNumber		Description
10.1		Purchase Agreement dated January 6, 2025, by and among Sixth Street Lending Partners, Sixth Street Lending Partners Advisers, LLC and BofA Securities, Inc., as representative of the several initial purchasers named therein.
4.1		Indenture, dated as of March 11, 2024, between Sixth Street Lending Partners 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 March 11, 2024).
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)
4.2		Fourth Supplemental Indenture, dated as of January 13, 2025, between Sixth Street Lending Partners and U.S. Bank Trust Company, National Association, as Trustee.
4.3		Form of 6.125% Note Due 2030 (included as part of Exhibit 4.2).
4.4		Registration Rights Agreement, dated as of January 13, 2025, relating to the Notes, by and among Sixth Street Lending Partners and BofA Securities, Inc. as representative of the initial purchasers.
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 LENDING PARTNERS (Registrant)
	SIXTH STREET LENDING PARTNERS
Date: January 10, 2025	By:	/s/ Ian Simmonds
	(Registrant)
Date: January 17, 2025	By:	/s/ Ian Simmonds
		Ian Simmonds
		Chief Financial Officer

[Signature Page to 8-K – Sixth Street Lending Partners]

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