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): June 27, 2022
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 June 1, 2022, Blackstone Private Credit Fund (the “Fund”) sold unregistered Class I common shares of beneficial interest (with the final number of shares being determined on June 24, 2022) 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 June 1, 2022 (number of shares finalized on June 24, 2022) |
11,515,210 | $ | 291,104,519 | |||||
Item 7.01. Regulation FD Disclosure.
June 2022 Distributions
On June 27, 2022, the Fund declared distributions for each class of its common shares of beneficial interest (the “Shares”) in the amount per share set forth below:
| Gross Distribution |
Stockholder Servicing Fee |
Net Distributions |
||||||||||
| Class I Common Shares |
$ | 0.1740 | $ | 0.0000 | $ | 0.1740 | ||||||
| Class S Common Shares |
$ | 0.1740 | $ | 0.0179 | $ | 0.1561 | ||||||
| Class D Common Shares |
$ | 0.1740 | $ | 0.0053 | $ | 0.1687 | ||||||
The distributions for each class of Shares are payable to shareholders of record as of the open of business on June 30, 2022 and will be paid on or about July 27, 2022.
In addition to the regular distributions discussed above, on June 27, 2022, the Fund announced that due to strong earnings generated by the Fund and the positive impact from rising interest rates, its Board of Trustees has declared a special distribution of the Fund’s excess undistributed net investment income for each class of the Fund’s shares. The special distribution will be in the amount of $0.05 per share plus the estimated undistributed net investment income in excess of $0.05 per share available as of the record date of August 21, 2022 (the “Record Date”), and will be paid on or about September 1, 2022. The estimated undistributed net investment income and the precise amount of the special distribution will be determined closer to the Record Date. A copy of the Company’s press release announcing the foregoing special distribution is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
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.
Recent Blackstone Credit Transaction Highlights1
In June 2022, Blackstone Credit served as lead lender and committed to provide $825 million of a $1.65 billion financing package, which consists of a $1.2 billion first lien term loan, $300 million delayed draw term loan and a $150 million revolver, to support the recapitalization of AmeriLife in conjunction with a significant equity investment by Genstar in which Genstar will join existing investor THL as an equal investor. AmeriLife is a national insurance distribution platform focused on distributing insurance and financial products geared toward the senior market.
| 1 | The information provided, including dollar amounts, represents the aggregated investment of all participating Blackstone Credit vehicles, including the Fund. The final dollar amount of the Fund’s portion of the investment will be determined and disclosed in the Fund’s future periodic reports. |
Item 8.01. Other Events.
Net Asset Value
The net asset value (“NAV”) per share of each class of the Fund as of May 31, 2022, as determined in accordance with the Fund’s valuation policy, is set forth below.
| NAV as of May 31, 2022 |
||||
| Class I Common Shares |
$ | 25.28 | ||
| Class S Common Shares |
$ | 25.28 | ||
| Class D Common Shares |
$ | 25.28 | ||
As of May 31, 2022, the Fund’s aggregate NAV was $20.7 billion, the fair value of its investment portfolio was $42.8 billion, and it had $22.5 billion of debt outstanding (at principal). The average debt-to-equity leverage ratio during May 2022 was approximately 0.98 times. As of May 31, 2022, the Fund had $31.7 billion in committed debt capacity, with 88% in secured floating rate leverage and 12% in unsecured fixed rate leverage based on drawn amounts.2 The Fund’s leverage sources are in the form of a corporate revolver (4%), asset-based credit facilities (50%), unsecured bonds (33%), secured short term indebtedness (1%) and collateralized loan obligation (CLO) notes (12%) 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. 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 |
164,579,493 | $ | 4.3 billion | |||||
| Class S Common Shares |
238,888,370 | $ | 6.2 billion | |||||
| Class D Common Shares |
36,135,388 | $ | 0.9 billion | |||||
| Private Offering: |
||||||||
| Class I Common Shares |
397,550,130 | $ | 10.3 billion | |||||
| Class S Common Shares |
— | — | ||||||
| Class D Common Shares |
— | — | ||||||
| Total Offering and Private Offering * |
837,153,381 | $ | 21.7 billion | |||||
| * | Amounts may not sum due to rounding. |
| Item 9.01. | Financial Statements and Exhibits |
| (d) | Exhibits | |
| 99.1 | Press Release dated June 27, 2022. | |
| 2 | Certain Notes are treated as floating rate due to interest rate swaps the Fund has entered into to swap fixed notes payments for floating rate payments. |
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.
| BLACKSTONE PRIVATE CREDIT FUND | ||||||
| Date: June 27, 2022 | By: | /s/ Marisa J. Beeney | ||||
| Name: | Marisa J. Beeney | |||||
| Title: | Chief Compliance Officer, Chief Legal Officer and Secretary | |||||
Exhibit 99.1
Blackstone Private Credit Fund Declares Special Dividend
New York, June 27, 2022 – Blackstone Private Credit Fund (BCRED or the “Fund”) today announced that due to strong earnings and the positive impact from rising interest rates, its Board of Trustees has declared a special distribution of the Fund’s excess undistributed net investment income for each class of the Fund’s shares. The special distribution will be in the amount of $0.05 per share plus the estimated undistributed net investment income in excess of $0.05 per share available as of the record date of August 21, 2022 (the “Record Date”) and will be paid on or about September 1, 2022. The estimated undistributed net investment income and the precise amount of the special distribution will be determined closer to the Record Date.
About Blackstone Private Credit Fund
Blackstone Private Credit Fund (BCRED) is Blackstone’s non-listed business development company (BDC). Leveraging Blackstone’s institutional-caliber investment approach, BCRED aims to provide income-focused individual investors access to private credit in a continuously offered fund structure. It is part of Blackstone Credit’s $74 billion direct lending platform, which provides privately originated, senior secured, floating rate loans to U.S. and European companies. BCRED is externally managed by a subsidiary of Blackstone (NYSE: BX), a global leader in credit investing.
About Blackstone Credit
Blackstone Credit is one of the world’s largest credit-focused asset managers, with $230 billion in AUM. We seek to generate attractive risk-adjusted returns for our clients by investing across the entire corporate credit market, from public debt to private loans. Our capital supports a wide range of companies across sectors and geographies, enabling businesses to expand, invest, and navigate changing market environments.
Forward-Looking Statements
Certain information contained in this communication constitutes “forward-looking statements” within the meaning of the federal securities laws and the Private Securities Litigation Reform Act of 1995. These forward-looking statements can be identified by the use of forward-looking terminology, such as “outlook,” “indicator,” “believes,” “expects,” “potential,” “continues,” “may,” “can,” “will,” “should,” “seeks,” “approximately,” “predicts,” “intends,” “plans,” “estimates,” “anticipates”, “confident,” “conviction,” “identified” or the negative versions of these words or other comparable words thereof. These may include financial projections and estimates and their underlying assumptions, statements about plans, objectives and expectations with respect to future operations, statements regarding future performance, statements regarding economic and market trends and statements regarding identified but not yet closed investments. Such forward-looking statements are inherently uncertain and there are or may be important factors that could cause actual outcomes or results to differ materially from those indicated in such statements. BCRED believes these factors also include but are not limited to those described under the section entitled “Risk Factors” in its prospectus, and any such updated factors included in its periodic filings with the Securities and Exchange Commission (the “SEC”), which are accessible on the SEC’s website at www.sec.gov. These factors should not be construed as exhaustive and should be read in conjunction with the other cautionary statements that are included in this document (or BCRED’s prospectus and other filings). Except as otherwise required by federal securities laws, BCRED undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future developments or otherwise.
Contacts
Media
Mariel Seidman-Gati
Mariel.seidmangati@blackstone.com
+1 917-698-1674