ThZeal - The Zeal

BLACKSTONE PRIVATE CREDIT FUND

Date: February 23, 2024

/s/ Oran Ebel

Chief Legal Officer and Secretary

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): February 21, 2024

Blackstone Private Credit Fund

(Exact name of Registrant as specified in its charter)

Delaware

814-01358

84-7071531

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(I.R.S. Employer

Identification No.)


345 Park Avenue, 31st Floor
New York, New York		10154
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (212) 503-2100

Not Applicable

(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: None

Title of each class

Trading
Symbol(s)

Name of each exchange

on which registered

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 3.02.

Unregistered Sale of Equity Securities.

As of February 1, 2024, Blackstone Private Credit Fund (the “Fund”) sold unregistered Class I common shares of beneficial interest (with the final number of shares being determined on February 22, 2024) to feeder vehicles primarily created to hold the Fund’s Class I shares. The offer and sale of these Class I shares was exempt from the registration provisions of the Securities Act of 1933, as amended, pursuant to Section 4(a)(2) and/or Regulation S thereunder (the “Private Offering”). The following table details the shares sold:


Date of Unregistered Sale	Amount of Class I Common Shares		Consideration
As of February 1, 2024 (number of shares finalized on February 22, 2024)		10,248,695	$	260,419,334

Item 5.03.

Amendments to Articles of Incorporation or Bylaws.

On February 21, 2024, the Board adopted the Fifth Amended and Restated Declaration of Trust and the Second Amended and Restated Bylaws of the Fund. The Fifth Amended and Restated Declaration of Trust amends the Fund’s previously effective declaration of trust to, among other things, (i) provide that the trustees of the Fund will serve for fixed, staggered terms subject to reelection at annual shareholder meetings, (ii) remove ownership threshold restrictions on the ability of shareholders to bring derivative actions, and (iii) remove restrictions that direct shareholder actions be limited to certain enumerated matters.

The Second Amended and Restated Bylaws amend the Fund’s previously effective bylaws to, among other things, (i) require annual shareholder meetings and (ii) change the quorum level for annual shareholder meetings from one third to fifty percent of outstanding shares.

The Fifth Amended and Restated Declaration of Trust and Second Amended and Restated Bylaws took immediate effect upon their approval.

The foregoing description is qualified in its entirety by reference to a copy of the Fifth Amended and Restated Declaration of Trust and Second Amended and Restated Bylaws, which are filed as Exhibits 3.1 and 3.2, respectively, to this Current Report on Form 8-K and which are incorporated by reference herein.

Item 7.01.

Regulation FD Disclosure.

February 2024 Distributions

On February 22, 2024, the Fund declared regular distributions for each class of its common shares of beneficial interest (the “Shares”) in the amounts per share set forth below:


	Gross Distribution		Shareholder Servicing and/or Distribution Fee		Net Distributions
Class I Common Shares	$	0.2200	$	0.0000	$	0.2200
Class S Common Shares	$	0.2200	$	0.0180	$	0.2020
Class D Common Shares	$	0.2200	$	0.0053	$	0.2147

The distributions for each class of Shares are payable to shareholders of record as of the open of business on February 29, 2024 and will be paid on or about March 28, 2024.

These distributions will be paid in cash or reinvested in shares of the Fund’s Shares for shareholders participating in the Fund’s distribution reinvestment plan.

Net Asset Value

The net asset value (“NAV”) per share of each class of the Fund as of January 31, 2024, as determined in accordance with the Fund’s valuation policy, is set forth below.


	NAV as of January 31, 2024
Class I Common Shares	$	25.41
Class S Common Shares	$	25.41
Class D Common Shares	$	25.41

As of January 31, 2024, the Fund’s aggregate NAV was approximately $29.6 billion, the fair value of its investment portfolio was $51.2 billion, and it had $24.1 billion of debt outstanding (at principal). The average debt-to-equity leverage ratio during January 2024 was approximately 0.79 times. As of January 31, 2024, the Fund had $36.2 billion in committed debt capacity, with 89% in floating rate leverage, of which 67% is secured, and 11% in fixed rate leverage, of which 94% is unsecured, based on drawn amounts.¹ The Fund’s leverage sources are in the form of a corporate revolver (5%), asset-based credit facilities (39%), unsecured bonds (40%), secured short term indebtedness (less than 1%) and collateralized loan obligation (CLO) notes (16%) based on drawn amounts.

Status of Offering

The Fund is currently publicly offering on a continuous basis up to $36.5 billion in Shares (the “Offering”). Additionally, the Fund has sold unregistered shares as part of the Private Offering. The following table lists the Shares issued and total consideration for both the Offering and the Private Offering as of the date of this filing, reflective of transfers between share classes. The table below does not include Shares sold through the Fund’s distribution reinvestment plan. The Fund intends to continue selling Shares in the Offering and the Private Offering on a monthly basis.


	Common Shares Issued		Total Consideration
Offering:
Class I Common Shares		365,153,143	$	9.3 billion
Class S Common Shares		395,625,244	$	10.1 billion
Class D Common Shares		15,195,897	$	0.4 billion
Private Offering:
Class I Common Shares		544,223,184	$	13.9 billion
Class S Common Shares		—		—
Class D Common Shares		—		—
Total Offering and Private Offering*		1,320,197,468	$	33.6 billion

*	Amounts may not sum due to rounding.

¹	Certain Notes are classified for the purposes of this filing as floating rate as a result of the Fund entering into interest rate swaps to effectively swap fixed notes payments for floating rate payments


3.1		Fifth Amended and Restated Declaration of Trust, dated as of February 21, 2024.

3.2		Second Amended and Restated Bylaws, dated as of February 21, 2024.

104		Cover Page Interactive Data File (embedded within the Inline XBRL document).