UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Item 1.01 | Entry into a Material Definitive Agreement. |
On May 14, 2025, Stepstone Private Credit Fund LLC (the “Company”), through a special purpose wholly-owned subsidiary, Stepstone SPV Facility III LLC (“SPV Facility III”), as borrower, entered into an amendment agreement dated as of May 14, 2025 (the “Wells Fargo Third Amendment”) to that certain Loan and Security Agreement with Wells Fargo Bank, National Association, as the administrative agent, UMB Bank, National Association, as the collateral agent, and the lenders party thereto from time to time, dated as of December 1, 2023 (as amended, including by the Wells Fargo Third Amendment, the “Wells Fargo Loan and Security Agreement”), which provides SPV Facility III with a revolving credit facility (giving effect to the Wells Fargo Third Amendment, the “Wells Fargo SPV III Credit Facility”). The Wells Fargo Third Amendment, among other changes, increased the aggregate commitments by the lenders under the Wells Fargo SPV III Credit Facility to $750,000,000.
The Wells Fargo SPV III Credit Facility requires payment of a non-use fee by SPV Facility III equal to, (i) during the six-month period following the date of the Wells Fargo Third Amendment, 0.50% on the difference between the daily outstanding balance under the Wells Fargo SPV III Credit Facility relative to the maximum amount of available commitments at such time up to 65% of the maximum amount of available commitments, plus 2.00% on any such amount in excess of 65% of the maximum amount of available commitments, and (ii) after the initial six-month period following the date of the Wells Fargo Third Amendment, 0.50% on the difference between the daily outstanding balance under the Wells Fargo SPV III Credit Facility relative to the maximum amount of available commitments at such time up to 35% of the maximum amount of available commitments, plus 2.00% on any such amount in excess of 35% of the maximum amount of available commitments.
The foregoing description of the Wells Fargo Third Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Wells Fargo Third Amendment attached hereto as Exhibit 10.1.
| Item 2.03 | Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. |
The disclosure set forth above under Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.03.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit |
Description | |
| 10.1 | Amendment No. 3 to Loan and Security Agreement, dated as of May 14, 2025, by and among the Company, as collateral manager and as equityholder, StepStone SPV Facility III LLC, as borrower, Wells Fargo Bank, National Association, as administrative agent and lender, and Raymond James Bank, as a lender.* | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |
| * | Schedules and/or exhibits to this Exhibit have been omitted in accordance with Item 601 of Regulation S-K. The registrant agrees to furnish supplementally a copy of all omitted schedules to the SEC upon its request. |
SIGNATURES
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.
Date: May 16, 2025
| StepStone Private Credit Fund LLC | ||
| By: | /s/ Joseph Cambareri | |
| Name: | Joseph Cambareri | |
| Title: | Chief Financial Officer | |