UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
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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
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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 December 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 December 22, 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 December 1, 2022 (number of shares finalized on December 22, 2022) |
2,766,278 | $ | 68,410,054 | |||
| Item 7.01. | Regulation FD Disclosure. |
December 2022 Distributions
As previously disclosed, on December 5, 2022, the Fund announced the increase of its regular monthly distribution, effective with the December 2022 monthly distribution, from $0.1900 to $0.2100 per share. Accordingly, on December 5, 2022, the Fund declared regular distributions for each class of its common shares of beneficial interest (the “Shares”) in the amounts per share set forth below:
| Gross Distribution |
Stockholder Servicing Fee |
Net Distributions |
||||||||||
| Class I Common Shares |
$ | 0.2100 | $ | 0.0000 | $ | 0.2100 | ||||||
| Class S Common Shares |
$ | 0.2100 | $ | 0.0174 | $ | 0.1926 | ||||||
| Class D Common Shares |
$ | 0.2100 | $ | 0.0051 | $ | 0.2049 | ||||||
The distributions for each class of Shares are payable to shareholders of record as of the open of business on December 30, 2022 and will be paid on or about January 27, 2023.
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.
| Item 8.01. | Other Events. |
Net Asset Value
The net asset value (“NAV”) per share of each class of the Fund as of November 30, 2022, as determined in accordance with the Fund’s valuation policy, is set forth below.
| NAV as of November 30, 2022 |
||||
| Class I Common Shares |
$ | 24.73 | ||
| Class S Common Shares |
$ | 24.73 | ||
| Class D Common Shares |
$ | 24.73 | ||
As of November 30, 2022, the Fund’s aggregate NAV was $23.6 billion, the fair value of its investment portfolio was $49.6 billion, and it had $29.4 billion of debt outstanding (at principal). The average debt-to-equity leverage ratio during November 2022 was approximately 1.28 times. As of November 30, 2022, the Fund had $36.7 billion in committed debt capacity, with 91% floating rate leverage, of which 77% is secured, and 9% in unsecured fixed rate leverage based on drawn amounts.1 The Fund’s leverage sources are in the form of a corporate revolver (6%), asset-based credit facilities (51%), unsecured bonds (30%), secured short term indebtedness (2%) and collateralized loan obligation (CLO) notes (11%) 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 |
204,768,805 | $ | 5.3 billion | |||||
| Class S Common Shares |
281,627,806 | $ | 7.4 billion | |||||
| Class D Common Shares |
47,829,225 | $ | 1.2 billion | |||||
| Private Offering: |
||||||||
| Class I Common Shares |
439,274,454 | $ | 11.5 billion | |||||
| Class S Common Shares |
— | — | ||||||
| Class D Common Shares |
— | — | ||||||
| Total Offering and Private Offering * |
973,500,290 | $ | 25.4 billion | |||||
| * | Amounts may not sum due to rounding. |
| 1 | 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: December 22, 2022 | By: | /s/ Marisa J. Beeney | ||||
| Name: | Marisa J. Beeney | |||||
| Title: | Chief Legal Officer and Secretary | |||||
Document and Entity Information |
Dec. 22, 2022 |
|---|---|
| Cover [Abstract] | |
| Amendment Flag | false |
| Entity Central Index Key | 0001803498 |
| Document Type | 8-K |
| Document Period End Date | Dec. 22, 2022 |
| Entity Registrant Name | Blackstone Private Credit Fund |
| Entity Incorporation State Country Code | DE |
| Entity File Number | 814-01358 |
| Entity Tax Identification Number | 84-7071531 |
| Entity Address, Address Line One | 345 Park Avenue |
| Entity Address, Address Line Two | 31st Floor |
| Entity Address, City or Town | New York |
| Entity Address, State or Province | NY |
| Entity Address, Postal Zip Code | 10154 |
| City Area Code | (212) |
| Local Phone Number | 503-2100 |
| Written Communications | false |
| Soliciting Material | false |
| Pre Commencement Tender Offer | false |
| Pre Commencement Issuer Tender Offer | false |
| Entity Emerging Growth Company | false |
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