ThZeal - The Zeal

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): April 3, 2023 (March 21, 2023)

BLACKROCK PRIVATE CREDIT FUND

(Exact name of registrant as specified in its charter)

Delaware	814-01485	87-4655020
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification Number)

50 Hudson Yards New York, New York		10001
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s telephone number, including area code (212) 810-5800

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
None	Not applicable	Not applicable

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 new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 3.02.

Unregistered Sale of Equity Securities.

The Fund sells unregistered Institutional Class common shares of beneficial interest to feeder vehicles primarily created to hold the Fund’s Institutional Class shares. The offer and sale of these Institutional Class 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 in the Private Offering. The Fund also issues shares to feeder vehicles pursuant to the distribution reinvestment plan of the Fund.

Date of Unregistered Sale	Amount of Institutional Class Shares Sold	Consideration
March 1, 2023 (number of shares finalized on March 21, 2023)	241,405	$5,854,072

Item 8.01.

Other Events.

Distribution Declaration

On March 24, 2023, Blackrock Private Credit Fund (the “Fund”) declared a regular distribution for its Institutional Shares in an amount of $0.20 per share. The distribution will be payable to shareholders of record at the close of business on March 29, 2023 and will be paid on April 26, 2023. The distribution will be paid in cash or reinvested in Fund shares for shareholders participating in the Fund’s distribution reinvestment plan. As of March 24, 2023, no Class S Shares or Class D Shares of the Fund were outstanding.

Net Asset Value

The net asset value (“NAV”) per share of each class of shares of the Fund as of February 28, 2023, as determined in accordance with the Fund’s valuation policy, is set forth below.

	NAV as of February 28, 2023
Institutional Shares	$24.25

As of February 28, 2023, no Class S Shares or Class D Shares of the Fund were outstanding.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	BlackRock Private Credit Fund

Date: April 3, 2023	By:	/s/ Erik L. Cuellar
	Name:	Erik L. Cuellar
	Title:	Chief Financial Officer and Treasurer