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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 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 2, 2024

 

GOLUB CAPITAL PRIVATE CREDIT FUND

(Exact name of Registrant as Specified in Its Charter)

 

Delaware   814-01555   92-2030260

(State or Other Jurisdiction of
Incorporation) 

 

(Commission
File Number) 

 

(IRS Employer

Identification No.) 

 

200 Park Avenue, 25th Floor, New York, NY 10106
(Address of Principal Executive Offices) (Zip Code)

 

Registrant’s telephone number, including area code: (212) 750-6060

 

 

(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 (see General Instruction A.2. below):

 

¨ 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   Trading Symbol(s)   Name of each exchange on
which registered
None    N/A    N/A 

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b- 2 of the Securities Exchange Act of 1934.

 

Emerging growth company x

 

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 5.03Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

 

On February 2, 2024, the Board of Trustees of Golub Capital Private Credit Fund (the “Company”) adopted the Third Amended and Restated Declaration of Trust (the “Third Amended and Restated Declaration of Trust”) in response to comments issued by a state securities regulator in connection with its review of the Company’s continuous offering of common shares of beneficial interest. As amended, the Third Amended and Restated Declaration of Trust provides that the provisions regarding derivative actions shall not apply to claims asserted under state securities laws. The other material terms of the Third Amended and Restated Declaration of Trust were unchanged.

 

The description of the Third Amended and Restated Declaration of Trust contained in this Current Report on Form 8-K does not purport to be complete and is qualified in its entirety by reference to the full text of the Third Amended and Restated Declaration of Trust, attached hereto as Exhibit 3.1 and incorporated into this Current Report on Form 8-K by reference.

 

Item 9.01.Financial Statements and Exhibits.

 

(d) Exhibits.

 

 3.1 Third Amended and Restated Declaration of Trust of Golub Capital Private Credit Fund.
 104 Cover Page Interactive Data File (embedded within the Inline XBRL document).

 

 

 

 

SIGNATURES

 

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

 

  Golub Capital Private Credit Fund
     
Date: February 7, 2024 By: /s/ Christopher C. Ericson
  Name: Christopher C. Ericson
  Title: Chief Financial Officer and Treasurer