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): December 21, 2023 (December 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

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
  
 
December 1, 2023 (number of shares finalized on December 20, 2023)
    
416,594
    
$
10,360,700
  

Item 8.01.
Other Events.

Distribution Declaration

On December 21, 2023, the Fund declared a regular distribution for its Institutional Shares in an amount of $0.23 per share and a special dividend in the amount of $0.15 per share. The distributions will be payable to shareholders of record at the close of business on December 27, 2023 and will be paid on January 24, 2024. The distribution will be paid in cash or reinvested in Fund shares for shareholders participating in the Fund’s distribution reinvestment plan.  As of November 30, 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 November 30, 2023, as determined in accordance with the Fund’s valuation policy, is set forth below.

   
NAV as of November 30, 2023
Institutional Shares
  
$
24.87

As of November 30, 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:  December 21, 2023
By:
/s/ Erik L. Cuellar

Name:
 Erik L. Cuellar

Title:
 Chief Financial Officer and Treasurer