Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act: Yes ☐ No ☒

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No☒

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months and (2) has been subject to such filing requirements for the past 90 days: Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act. (Check one):

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with a new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☒

Indicate by check mark whether the Registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of ~~June~~September 30, 2023, there was no established public market for the Registrant's shares of common stock.

The number of shares of Registrant’s common shares of beneficial interest, par value $0.001 per share (“Common Shares”), outstanding as of ~~August 3,~~November 2, 2023 was ~~6,807,202~~8,285,256, 0 and 0 of Institutional Class, Class S and Class D Common Shares, respectively.


Issuer(F)		Instrument	Ref(B)	Floor			Spread			Total Coupon				Maturity	Principal		Cost			Fair Value			% of Total Cash and Investment			Notes		Instrument	Ref(B)	Floor			Spread			Total Coupon			Maturity	Principal		Cost			Fair Value			% of Total Cash and Investment			Notes
Debt Investments(A)	Debt Investments(A)																										Debt Investments(A)
Aerospace & Defense	Aerospace & Defense																										Aerospace & Defense
Peraton Corp.		First Lien Term Loan	SOFR(M)		0.75	%		3.75	%		8.95	%		2/1/2028	$	1,377,886	$	1,347,553		$	1,356,481			0.51	%			First Lien Term Loan	SOFR(M)		0.75	%		3.85	%		9.17	%	2/1/2028	$	1,370,322	$	1,341,739		$	1,369,185			0.39	%

Capital Markets																											Capital Markets
Learning Care Group (US) No. 2 Inc.																												First Lien Term Loan	SOFR(Q)		0.50	%		4.75	%		10.13	%	8/11/2028	$	30,000		29,559			30,038			0.01	%

Chemicals																											Chemicals
Discovery Purchaser Corporation		First Lien Term Loan	SOFR(Q)		0.50	%		4.38	%		9.62	%		10/4/2029	$	786,050		728,408			754,608			0.29	%			First Lien Term Loan	SOFR(Q)		0.50	%		4.38	%		9.77	%	10/4/2029	$	784,075		728,866			757,503			0.22	%
Momentive Performance Materials, Inc.		First Lien Term Loan	SOFR(M)		—			4.50	%		9.60	%		3/29/2028	$	802,988		772,302			785,587			0.30	%			First Lien Term Loan	SOFR(M)		—			4.50	%		9.82	%	3/22/2028	$	800,975		771,974			781,615			0.22	%
W. R. Grace Holdings LLC		First Lien Term Loan	LIBOR(Q)		0.50	%		3.75	%		9.31	%		9/22/2028	$	1,110,331		1,090,245			1,105,573			0.41	%			First Lien Term Loan	SOFR(Q)		0.50	%		4.01	%		9.40	%	9/22/2028	$	1,107,513		1,088,406			1,100,131			0.32	%
																		2,590,955			2,645,768			1.00	%																		2,589,246			2,639,249			0.76	%
Commercial Services & Supplies	Commercial Services & Supplies																										Commercial Services & Supplies
Creative Artists Agency, LLC		First Lien Term Loan	SOFR(M)		—			3.50	%		8.60	%	��	11/27/2028	$	1,296,750		1,287,581			1,295,615			0.49	%			First Lien Term Loan	SOFR(M)		—			3.50	%		8.82	%	11/27/2026	$	1,293,502		1,284,777			1,290,617			0.37	%
Dealer Tire, LLC		First Lien Term Loan	SOFR(M)		—			4.50	%		9.60	%		12/12/2025	$	1,258,837		1,221,957			1,255,690			0.47	%			First Lien Term Loan	SOFR(M)		—			4.50	%		9.82	%	12/12/2025	$	1,255,674		1,222,564			1,259,604			0.36	%
Ensemble RCM, LLC		First Lien Term Loan	SOFR(Q)		—			3.75	%		8.90	%		8/3/2026	$	1,127,477		1,116,873			1,128,064			0.43	%			First Lien Term Loan	SOFR(Q)		—			3.85	%		9.22	%	8/3/2026	$	1,124,549		1,114,815			1,127,062			0.32	%
Pueblo Mechanical and Controls, LLC		First Lien Term Loan	SOFR(Q)		0.75	%		6.00	%		11.16	%		8/23/2028	$	1,452,298		1,421,159			1,427,754			0.54	%	E
Pueblo Mechanical and Controls, LLC		First Lien Delayed Draw Term Loan	SOFR(Q)		0.75	%		6.00	%		11.15	%		8/23/2028	$	794,785		774,677			777,780			0.29	%	E
Pueblo Mechanical and Controls, LLC		First Lien Revolver	PRIME		0.75	%		5.00	%		13.25	%		8/23/2027	$	94,860		89,945			90,876			0.03	%	E
Modigent, LLC (fka Pueblo Mechanical and Controls, LLC)																												First Lien Term Loan	SOFR(Q)		0.75	%		6.00	%		11.38	%	8/23/2028	$	1,448,640		1,419,083			1,425,317			0.41	%	E
Modigent, LLC (fka Pueblo Mechanical and Controls, LLC)																												First Lien Delayed Draw Term Loan	SOFR(Q)		0.75	%		6.00	%		11.39	%	8/23/2028	$	792,791		773,694			776,623			0.22	%	E
Modigent, LLC (fka Pueblo Mechanical and Controls, LLC)																												First Lien Delayed Draw Term Loan	SOFR(Q)		0.75	%		6.00	%		11.38	%	9/19/2028	$	—		(97,443	)		(126,279	)		(0.04	)%	D/E
Modigent, LLC (fka Pueblo Mechanical and Controls, LLC)																												First Lien Revolver	PRIME		0.75	%		5.00	%		13.50	%	8/23/2027	$	340,497		316,268			324,255			0.09	%	E
Verscend Holding Corp.		First Lien Term Loan	SOFR(M)		—			4.00	%		9.22	%		8/27/2025	$	2,403,972		2,377,975			2,406,220			0.92	%			First Lien Term Loan	SOFR(M)		—			4.11	%		9.43	%	8/27/2025	$	2,397,839		2,374,873			2,401,484			0.70	%
																		8,290,167			8,381,999			3.17	%																		8,408,631			8,478,683			2.43	%
Construction & Engineering	Construction & Engineering																										Construction & Engineering
Geo Parent Corporation		First Lien Term Loan	SOFR(S)		—			5.25	%		10.17	%		12/19/2025	$	335,203		329,811			325,147			0.12	%	E		First Lien Term Loan	SOFR(S)		—			5.25	%		10.80	%	12/29/2025	$	334,327		329,483			328,476			0.09	%	E
Groupe Solmax, Inc. (Canada)		First Lien Term Loan	SOFR(Q)/(M)		0.75	%		4.75	%		10.12	%		5/29/2028	$	2,468,514		2,339,176			2,336,226			0.88	%	C
Groupe Solmax Inc. (Canada), Solmax U.S. LP																												First Lien Term Loan	SOFR(Q)		1.00	%		4.75	%		10.30	%	5/29/2028	$	2,462,217		2,339,825			2,319,101			0.66	%	C/E
Legence Holdings LLC (Refficiency)																												First Lien Term Loan	SOFR(M)		0.75	%		3.75	%		9.17	%	12/16/2027	$	251,359		249,538			250,731			0.07	%
LJ Avalon Holdings, LLC (Ardurra)		First Lien Term Loan	SOFR(M)		1.00	%		6.50	%		11.51	%		2/1/2030	$	757,017		735,639			738,092			0.28	%	E		First Lien Term Loan	SOFR(Q)		1.00	%		6.50	%		11.77	%	2/1/2030	$	755,120		734,602			743,038			0.21	%	E
LJ Avalon Holdings, LLC (Ardurra)		First Lien Delayed Draw Term Loan	SOFR(M)		1.00	%		6.50	%		11.51	%		2/1/2030	$	—		(4,344	)		(7,692	)		—		D/E		First Lien Delayed Draw Term Loan	SOFR(Q)		1.00	%		6.50	%		11.79	%	2/1/2030	$	43,586		38,752			38,663			0.01	%	E
LJ Avalon Holdings, LLC (Ardurra)		First Lien Revolver	SOFR(M)		1.00	%		6.50	%		11.51	%		2/1/2029	$	—		(3,439	)		(3,077	)		—		D/E		First Lien Revolver	SOFR(Q)		1.00	%		6.50	%		11.77	%	2/1/2029	$	—		(3,286	)		(1,969	)		—		D/E
Northstar Group Services, Inc.		First Lien Term Loan	SOFR(M)		1.00	%		5.50	%		10.72	%		11/12/2026	$	7,897,957		7,765,811			7,858,468			2.97	%	E		First Lien Term Loan	SOFR(M)		1.00	%		5.61	%		10.95	%	11/9/2026	$	5,444,976		5,353,774			5,451,782			1.56	%	E
NorthStar Group Services, Inc.																												First Lien Term Loan	SOFR(M)		1.00	%		5.61	%		10.93	%	11/12/2026	$	2,401,960		2,371,581			2,404,962			0.69	%
Vortex Finance Sub, LLC																												First Lien Term Loan	SOFR(M)		1.00	%		6.00	%		11.32	%	8/31/2029	$	965,407		943,972			943,685			0.27	%	E
Vortex Finance Sub, LLC																												First Lien Delayed Draw Term Loan	SOFR(M)		1.00	%		6.00	%		11.32	%	8/31/2029	$	224,315		216,781			210,260			0.06	%	E
Vortex Finance Sub, LLC																												First Lien Revolver	SOFR(M)		1.00	%		6.00	%		11.33	%	8/31/2029	$	27,849		20,914			22,738			0.02	%	E
																		11,162,654			11,247,164			4.25	%																		12,595,936			12,711,467			3.64	%
Consumer Finance	Consumer Finance																										Consumer Finance
Freedom Financial Network Funding, LLC		First Lien Term Loan	SOFR(S)		1.00	%		9.00	%		14.54	%		9/21/2027	$	2,675,369		2,618,696			2,581,731			0.98	%	E		First Lien Term Loan	SOFR(S)		1.00	%		9.00	%		14.54	%	9/21/2027	$	2,675,369		2,622,038			2,581,731			0.74	%	E
Freedom Financial Network Funding, LLC		First Lien Delayed Draw Term Loan	SOFR(S)		1.00	%		9.00	%		14.20	%		9/21/2027	$	891,790		872,899			860,577			0.33	%	E		First Lien Delayed Draw Term Loan	SOFR(S)		1.00	%		9.00	%		14.20	%	9/21/2027	$	891,790		874,013			860,577			0.25	%	E
Lucky US BuyerCo LLC (Global Payments)		First Lien Term Loan	SOFR(Q)		1.00	%		7.50	%		12.39	%		3/30/2029	$	3,198,751		3,106,688			3,106,947			1.17	%	E
Lucky US BuyerCo LLC (Global Payments)		First Lien Revolver	SOFR(Q)		1.00	%		7.50	%		12.39	%		3/30/2029	$	—		(12,286	)		(11,754	)		(0.01	)%	D/E
Lucky US BuyerCo, LLC (Global Payments)																												First Lien Term Loan	SOFR(M)		1.00	%		7.50	%		12.82	%	3/30/2029	$	3,190,734		3,102,880			3,132,982			0.90	%	E
Lucky US BuyerCo, LLC (Global Payments)																												First Lien Revolver	SOFR(M)		1.00	%		7.50	%		12.82	%	3/30/2029	$	—		(12,286	)		(7,413	)		(0.01	)%	D/E
																		6,585,997			6,537,501			2.47	%																		6,586,645			6,567,877			1.88	%
Containers & Packaging	Containers & Packaging																										Containers & Packaging
Charter Next Generation, Inc.		First Lien Term Loan	SOFR(M)		0.75	%		3.75	%		8.97	%		12/1/2027	$	1,765,200		1,718,807			1,753,620			0.66	%			First Lien Term Loan	SOFR(M)		0.75	%		3.75	%		9.18	%	12/1/2027	$	1,765,200		1,721,422			1,751,590			0.50	%
Clydesdale Acquisition Holdings, Inc.		First Lien Term Loan	SOFR(M)		0.50	%		4.18	%		9.38	%		4/13/2029	$	635,188		619,989			626,267			0.24	%			First Lien Term Loan	SOFR(M)		0.50	%		4.18	%		9.59	%	4/13/2029	$	633,584		619,076			625,876			0.18	%
																		2,338,796			2,379,887			0.90	%																		2,340,498			2,377,466			0.68	%
Diversified Consumer Services	Diversified Consumer Services																										Diversified Consumer Services
Amentum Government Services Holdings LLC		First Lien Term Loan	SOFR(M)		—			4.00	%		9.22	%		1/31/2027	$	987,954		968,356			975,605			0.37	%	E		First Lien Term Loan	SOFR(M)		—			4.11	%		9.43	%	1/31/2027	$	985,408		967,211			980,481			0.28	%
Ascend Learning, LLC		First Lien Term Loan	SOFR(M)		0.50	%		3.50	%		8.70	%		12/10/2028	$	1,110,963		1,067,358			1,047,083			0.40	%			First Lien Term Loan	SOFR(M)		0.50	%		3.60	%		8.92	%	12/10/2028	$	1,108,143		1,066,615			1,059,750			0.30	%
Fusion Holding Corp. (Finalsite)		First Lien Term Loan	SOFR(Q)/(S)		0.75	%		6.25	%		11.55	%		9/14/2029	$	4,523,656		4,433,378			4,480,229			1.69	%	E		First Lien Term Loan	SOFR(Q)		0.75	%		6.25	%		11.72	%	9/14/2029	$	4,512,290		4,425,858			4,445,959			1.28	%	E
Fusion Holding Corp. (Finalsite)		First Lien Revolver	SOFR(Q)		0.75	%		6.25	%		11.55	%		9/15/2027	$	—		(7,029	)		(4,157	)		—		D/E		First Lien Revolver	SOFR(Q)		0.75	%		6.25	%		11.72	%	9/15/2027	$	—		(6,613	)		(5,419	)		—		D/E
Sotheby's		First Lien Term Loan	LIBOR(Q)		0.50	%		4.50	%		9.76	%		1/15/2027	$	912,616		898,190			893,223			0.34	%			First Lien Term Loan	SOFR(Q)		0.50	%		4.76	%		10.07	%	1/15/2027	$	910,293		896,905			890,380			0.25	%
																		7,360,253			7,391,983			2.80	%																		7,349,976			7,371,151			2.11	%
Diversified Financial Services
Accordion Partners LLC		First Lien Term Loan	SOFR(Q)		0.75	%		6.25	%		11.49	%		8/29/2029	$	6,376,393		6,219,824			6,322,483			2.39	%	E
Accordion Partners LLC		First Lien Delayed Draw Term Loan A	SOFR(Q)		0.75	%		6.50	%		11.74	%		8/29/2029	$	277,532		209,436			262,234			0.10	%	E
Accordion Partners LLC		First Lien Delayed Draw Term Loan B	SOFR(Q)		0.75	%		6.25	%		11.29	%		8/29/2029	$	346,915		261,795			342,058			0.13	%	E
Accordion Partners LLC		First Lien Revolver	SOFR(Q)		0.75	%		6.25	%		11.49	%		8/31/2028	$	—		(5,378	)		(3,885	)		—		D/E
Acuris Finance US, Inc.		First Lien Term Loan	SOFR(Q)		0.50	%		4.00	%		9.39	%		2/16/2028	$	973,010		949,564			963,192			0.36	%
AlixPartners, LLP		First Lien Term Loan	SOFR(M)		0.50	%		2.50	%		7.72	%		2/4/2028	$	469,440		453,617			469,029			0.18	%
GC Champion Acquisition LLC (Numerix)		First Lien Term Loan	SOFR(S)		1.00	%		6.75	%		11.78	%		8/21/2028	$	2,356,446		2,316,105			2,317,565			0.88	%	E
GC Champion Acquisition LLC (Numerix)		First Lien Delayed Draw Term Loan	SOFR(S)		1.00	%		6.75	%		11.78	%		8/21/2028	$	654,568		643,363			643,768			0.24	%	E
KKR Apple Bidco, LLC		First Lien Term Loan	SOFR(M)		0.50	%		2.75	%		7.97	%		9/23/2028	$	1,478,167		1,440,468			1,467,872			0.56	%
VS Buyer, LLC		First Lien Term Loan	SOFR(M)		—			3.25	%		8.52	%		2/28/2027	$	1,146,918		1,123,903			1,135,810			0.43	%
White Cap Supply Holdings, LLC		First Lien Term Loan	SOFR(M)		0.50	%		3.75	%		8.85	%		10/19/2027	$	831,663		797,721			826,062			0.31	%
																		14,410,418			14,746,188			5.58	%

Aggregate acquisitions and aggregate dispositions of investments totaled $~~68,403,064~~160,355,931 and $~~31,086,458~~45,320,640, respectively for the ~~six~~nine months ended ~~June~~September 30, 2023. Aggregate acquisitions include investment assets received as payment in kind. Aggregate dispositions include principal paydowns on investments. As of ~~June~~September 30, 2023, approximately ~~4.8~~3.5% of the total assets of the Fund were not qualifying assets under Section 55(a) of the 1940 Act.

Aggregate acquisitions and aggregate dispositions of investments totaled $217,471,316 and $7,093,801, respectively for the period from March 18, 2022 (Inception) to December 31, 2022. Aggregate acquisitions include investment assets received as payment in kind. Aggregate dispositions include principal paydowns on investments. As of December 31, 2022, approximately 3.9% of the total assets of the Fund were not qualifying assets under Section 55(a) of the 1940 Act.

1. Organization and Basis of Presentation

BlackRock Private Credit Fund (“BDEBT” or the “Fund”), is a Delaware statutory trust formed on December 23, 2021. The Fund is a non-diversified, closed-end management investment company that has elected to be regulated as a business development company (“BDC”) under the Investment Company Act of 1940 (the “1940 Act”). The Fund is externally managed by BlackRock Capital Investment Advisors, LLC (the “Investment Adviser”). BlackRock Advisors, LLC (the “Sub-Adviser” and, together with the Investment Adviser, the “Advisers”) serves as the Fund’s sub-adviser. The Advisers are subsidiaries of BlackRock, Inc. (together with its subsidiaries, including but not limited to the Advisers, “BlackRock”). BlackRock Financial Management, Inc. serves as the administrator of the Fund (the “Administrator”), and is affiliated with the Advisers.

The Fund has elected to be treated for federal income tax purposes, and intends to qualify annually thereafter, as a regulated investment company (“RIC”) as defined under Subchapter M of the Internal Revenue Code of 1986, as amended (the “Code”). As a RIC, the Fund will not be taxed on its income to the extent that it distributes such income each year and satisfies other applicable income tax requirements.

The Fund’s investment objective is to target high risk-adjusted returns produced primarily from current income generated by investing primarily in directly originated, senior secured corporate debt instruments. The Fund intends to meet its investment strategy by focusing primarily on originating and making loans to, and making debt and equity investments in, U.S. middle market companies, although, the Fund may make investments in portfolio companies that are domiciled outside of the United States, including emerging markets. The Fund invests in senior secured or unsecured loans, subordinated loans or mezzanine loans and, to a lesser extent, equity and equity-related securities which includes common and preferred stock, securities convertible into common stock, and warrants. BDEBT defines “middle market companies” to generally mean companies with earnings before interest expense, income tax expense, depreciation and amortization, or “EBITDA”, between $10 million and $250 million annually and/or annual revenue of $50 million to $2.5 billion at the time of investment. The Fund may on occasion invest in smaller or larger companies if an attractive opportunity presents itself.

2. Summary of Significant Accounting Policies

Basis of Presentation

The consolidated financial statements of the Fund have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”). The Fund is an investment company following accounting and reporting guidance in Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 946, Financial Services—Investment Companies (“(“ASC Topic 946”). The Fund has consolidated the results of its wholly owned subsidiaries in its consolidated financial statements in accordance with ASC Topic 946. The following is a summary of the significant accounting policies of the Fund.

Use of Estimates

The preparation of the consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements, as well the reported amounts of revenues and expenses during the reporting periods presented. Although management believes these estimates and assumptions to be reasonable, actual results could differ from those estimates and such differences could be material.

Investment Valuation

The Securities and Exchange Commission (the "SEC") has adopted Rule 2a-5 (the "Rule") under the 1940 Act. The Rule establishes requirements for determining fair value in good faith for purposes of the 1940 Act. On July 28, 2022, pursuant to Rule 2a-5 under the 1940 Act, the Fund's Board of Trustees designated the Investment Adviser as the Fund's valuation designee (the "Valuation Designee") to perform certain fair value functions, including performing fair value determinations. As required by the Rule, the Valuation Designee will provide periodic fair valuation reporting and notifications on behalf of the Fund to the Board of Trustees to facilitate the Board of Trustees' oversight duties.

The Valuation Designee values investments at fair value in accordance with GAAP, based upon the principles and methods of valuation set forth in the Valuation Designee's policies and procedures adopted for the Fund by the Valuation Designee and approved by the Board of Trustees. Fair value is generally defined as the amount for which an investment would be sold in an orderly transaction between market participants at the measurement date.

1719

BlackRock Private Credit Fund

Notes to Consolidated Financial Statements (Unaudited) (Continued)

~~June~~September 30, 2023

2. Summary of Significant Accounting Policies (Continued)

All investments are valued at least monthly based on quotations or other affirmative pricing from independent third-party sources, with the exception of investments priced directly by the Valuation Designee which in the aggregate comprise less than 5% of the capitalization of the Fund. Investments listed on a recognized exchange or market quotation system, whether U.S. or foreign, are valued using the closing price on the date of valuation.

Investments not listed on a recognized exchange or market quotation system, but for which reliable market quotations are readily available are valued using prices provided by a nationally recognized pricing service or by using quotations from broker-dealers.

Investments for which market quotations are either not readily available or are determined to be unreliable are priced at fair value using affirmative valuations performed by independent valuation services approved by the Valuation Designee or, for investments aggregating less than 5% of the total assets of the Fund, using valuations determined directly by the Valuation Designee. Such valuations are determined under documented valuation policies and procedures reviewed and approved by a committee established by the Valuation Designee (the "Valuation Committee").

Generally, to increase objectivity in valuing the investments, the Valuation Designee will utilize external measures of value, such as public markets or third-party transactions, whenever possible. The Valuation Designee’s valuation is not based on long-term work-out value, immediate liquidation value, nor incremental value for potential changes that may take place in the future. The values assigned to investments are based on available information and do not necessarily represent amounts that might ultimately be realized, as these amounts depend on future circumstances and cannot reasonably be determined until the individual investments are actually liquidated. Such circumstances may include macroeconomic, geopolitical and other events, rising interest rates and risks related to inflation that may significantly impact the profitability or viability of businesses in which the Fund is invested, and therefore may significantly impact the return on and realizability of the Fund’s investments. The foregoing policies apply to all investments, including any in companies and groups of affiliated companies aggregating more than 5% of the Fund’s assets.

Fair valuations of investments in each asset class are determined using one or more methodologies including market quotations, the market approach, income approach, or, in the case of recent investments, the cost approach, as appropriate. The market approach uses prices and other relevant information generated by market transactions involving identical or comparable assets. Such information may include observed multiples of earnings and/or revenues at which transactions in securities of comparable companies occur, with appropriate adjustments for differences in company size, operations or other factors affecting comparability.

The income approach uses valuation techniques to convert future amounts (for example, cash flows or earnings) to a single present value amount (discounted). The measurement is based on the value indicated by current market expectations about those future amounts. The discount rates used for such analyses reflect market yields for comparable investments, considering such factors as relative credit quality, capital structure, and other factors.

In following these approaches, the types of factors that may be taken into account also include, as relevant and among other factors: available current market data, including relevant and applicable market trading and transaction comparables, security covenants, call protection provisions, information rights, the nature and realizable value of any collateral, the portfolio company’s ability to make payments, its earnings and cash flows, the markets in which the portfolio company does business, comparisons of financial ratios of peer companies that are public, merger and acquisition comparables, comparable costs of capital, the principal market in which the investment trades and enterprise values.

Investments may be categorized based on the types of inputs used in valuing such investments. The level in the GAAP valuation hierarchy in which an investment falls is based on the lowest level input that is significant to the valuation of the investment in its entirety. Transfers between levels are recognized as of the beginning of the reporting period.

1820

BlackRock Private Credit Fund

Notes to Consolidated Financial Statements (Unaudited) (Continued)

~~June~~September 30, 2023

2. Summary of Significant Accounting Policies (Continued)

At ~~June~~September 30, 2023, the Fund’s investments were categorized as follows:


Level	Basis for Determining Fair Value	Bank Debt(1)		Total		Basis for Determining Fair Value	Bank Debt(1)		Total
1	Quoted prices in active markets for identical assets	$	—	$	—	Quoted prices in active markets for identical assets	$	—	$	—
2	Other direct and indirect observable market inputs(2)		121,757,700		121,757,700	Other direct and indirect observable market inputs(2)		123,151,668		123,151,668
3	Valuation sources that employ significant unobservable inputs		127,312,157		127,312,157	Valuation sources that employ significant unobservable inputs		206,719,019		206,719,019
Total		$	249,069,857	$	249,069,857		$	329,870,687	$	329,870,687

______________________

(1)

Includes senior secured loans

(2)

For example, quoted prices in inactive markets or quotes for comparable investments

Unobservable inputs used in the fair value measurement of Level 3 investments as of ~~June~~September 30, 2023 included the following:


Asset Type	Fair Value		Valuation Technique	Unobservable Input	Weighted Average Range(1) (Concluded Value)(2)	Fair Value		Valuation Technique	Unobservable Input	Weighted Average Range(1) (Concluded Value)(2)
Bank Debt	$	96,907,466	Income approach	Discount rate	11.4% - 12.2% (11.9%)	$	173,441,215	Income approach	Discount rate	9.6% - 17.9% (12.2%)
		30,404,691	Market quotations	Indicative bid/ask quotes	1 (1)		33,277,804	Market quotations	Indicative bid/ask quotes	1 (1)
	$	127,312,157				$	206,719,019

______________________

(1)

Representing the weighted average of each significant unobservable input range at the investment level by fair value.

(2)

Representing the weighted average of each significant unobservable input for concluded value at the investment level by fair value.

Certain fair value measurements may employ more than one valuation technique, with each valuation technique receiving a relative weight between 0% and 100%. Generally, a change in an unobservable input may result in a change to the value of an investment as follows:


Input	Impact to Value if Input Increases	Impact to Value if Input Decreases
Discount rate	Decrease	Increase
Revenue multiples	Increase	Decrease
EBITDA multiples	Increase	Decrease
Book value multiples	Increase	Decrease
Implied volatility	Increase	Decrease
Term	Increase	Decrease
Yield	Increase	Decrease

~~BlackRock Private Credit Fund~~

~~Notes to Consolidated Financial Statements (Unaudited) (Continued)~~

~~June 30, 2023~~

~~2. Summary of Significant Accounting Policies (Continued)~~

Changes in investments categorized as Level 3 during the three months ended ~~June~~September 30, 2023 were as follows:


	Independent Third-Party Valuation						Independent Third-Party Valuation
	Bank Debt			Total			Bank Debt			Total
Beginning balance	$	107,279,231		$	107,279,231		$	127,312,157		$	127,312,157
Net realized and unrealized gains (losses)		826,650			826,650			1,732,329			1,732,329
Acquisitions(1)		23,633,028			23,633,028			86,090,914			86,090,914
Dispositions		(3,402,375	)		(3,402,375	)		(1,755,612	)		(1,755,612	)
Transfers into Level 3(2)		780,512			780,512			160,039			705,653
Transfers out Level 3(3)		(1,804,889	)		(1,804,889	)		(6,820,808	)		(6,820,808	)
Ending balance	$	127,312,157		$	127,312,157		$	206,719,019		$	206,719,019

Net change in unrealized appreciation/depreciation during the period on investments still held at period end (included in net realized and unrealized gains/losses, above)	$	826,650		$	826,650		$	1,547,399		$	1,547,399

______________________

(1)

Includes payments received in kind and accretion of original issue and market discounts.

(2)

Comprised of one investment that was transferred from Level 2 to Level 3 due to decreased observable market activity.

(3)

Comprised of three investments that were transferred from Level 3 to Level 2 due to increased observable market activity.

BlackRock Private Credit Fund

Notes to Consolidated Financial Statements (Unaudited) (Continued)

September 30, 2023

2. Summary of Significant Accounting Policies (Continued)

Changes in investments categorized as Level 3 during the ~~six~~nine months ended ~~June~~September 30, 2023 were as follows:


	Independent Third-Party Valuation						Independent Third-Party Valuation
	Bank Debt			Total			Bank Debt			Total
Beginning balance	$	76,785,839		$	76,785,839		$	76,785,839		$	76,785,839
Net realized and unrealized gains (losses)		1,315,431			1,315,431			2,741,544			2,741,544
Acquisitions(1)		50,767,725			50,767,725			133,357,451			133,357,451
Dispositions		(3,746,000	)		(3,746,000	)		(6,071,569	)		(6,071,569	)
Transfers into Level 3(2)		4,260,887			4,260,887			3,992,942			3,992,942
Transfers out Level 3(3)		(2,071,725	)		(2,071,725	)		(4,087,188	)		(4,087,188	)
Ending balance	$	127,312,157		$	127,312,157		$	206,719,019		$	206,719,019

Net change in unrealized appreciation/depreciation during the period on investments still held at period end (included in net realized and unrealized gains/losses, above)	$	1,283,123		$	1,283,123		$	2,757,481		$	2,757,481

______________________

(1)

Includes payments received in kind and accretion of original issue and market discounts.

(2)

Comprised of three investments that were transferred from Level 2 to Level 3 due to decreased observable market activity.

(3)

Comprised of ~~one investment~~two investments that ~~was~~were transferred from Level 3 to Level 2 due to increased observable market activity.

~~BlackRock Private Credit Fund~~

~~Notes to Consolidated Financial Statements (Unaudited) (Continued)~~

~~June 30, 2023~~

~~2. Summary of Significant Accounting Policies (Continued)~~

At December 31, 2022, the Fund’s investments were categorized as follows:


Level	Basis for Determining Fair Value	Bank Debt(1)		Total
1	Quoted prices in active markets for identical assets	$	—	$	—
2	Other direct and indirect observable market inputs(2)		130,768,540		130,768,540
3	Valuation sources that employ significant unobservable inputs		76,785,839		76,785,839
Total		$	207,554,379	$	207,554,379

______________________

(1)

Includes senior secured loans

(2)

For example, quoted prices in inactive markets or quotes for comparable investments

Unobservable inputs used in the fair value measurement of Level 3 investments as of December 31, 2022 included the following:


Asset Type	Fair Value		Valuation Technique	Unobservable Input	Weighted Average Range(1) (Concluded Value)(2)
Bank Debt	$	65,553,615	Income approach	Discount rate	11.3% - 12.0% (11.7%)
		11,232,224	Market quotations	Indicative bid/ask quotes	1 (1)
	$	76,785,839

______________________

(1)

Representing the weighted average of each significant unobservable input range at the investment level by fair value.

(2)

Representing the weighted average of each significant unobservable input for concluded value at the investment level by fair value.

BlackRock Private Credit Fund

Notes to Consolidated Financial Statements (Unaudited) (Continued)

September 30, 2023

2. Summary of Significant Accounting Policies (Continued)

Changes in investments categorized as Level 3 during the three months ended ~~June 30, 2022 and during the period March 18, 2022 (Inception) to June~~September 30, 2022 were as follows:


	Independent Third-Party Valuation						Independent Third-Party Valuation
	Bank Debt			Total			Bank Debt			Total
Beginning balance	$	—		$	—		$	11,711,506		$	11,711,506
Net realized and unrealized gains (losses)		(166,942	)		(166,942	)		(305,806	)		(305,806	)
Acquisitions(1)		11,878,448			11,878,448			43,451,762			43,451,762
Dispositions		—			—			(78,562	)		(78,562	)
Transfers into Level 3(2)								1,056,084			1,056,084
Transfers out Level 3(3)								(813,484	)		(813,484	)
Ending balance	$	11,711,506		$	11,711,506		$	55,021,500		$	55,021,500

Net change in unrealized appreciation/depreciation during the period on investments still held at period end (included in net realized and unrealized gains/losses, above)	$	(166,942	)	$	(166,942	)	$	(305,806	)	$	(305,806	)

______________________

(1)

Includes payments received in kind and accretion of original issue and market discounts.

(2) Comprised of two investments that were transferred from Level 2 to Level 3 due to decreased observable market activity.

(3) Comprised of one investment that was transferred from Level 3 to Level 2 due to increased observable market activity.

Changes in investments categorized as Level 3 during the period from March 18, 2022 (Inception) to September 30, 2022 were as follow:


	Independent Third-Party Valuation
	Bank Debt			Total
Beginning balance	$	—		$	—
Net realized and unrealized gains (losses)		(498,208	)		(498,208	)
Acquisitions(1)		55,598,270			55,598,270
Dispositions		(78,562	)		(78,562	)
Ending balance	$	55,021,500		$	55,021,500

Net change in unrealized appreciation/depreciation during the period on investments still held at period end (included in net realized and unrealized gains/losses, above)	$	(498,208	)	$	(498,208	)

______________________

(1) Includes payments received in kind and accretion of original issue and market discounts.

Investment Transactions

Investment transactions are accounted for on the trade date, except for private transactions that have conditions to closing, which are recorded on the closing date. The cost of investments purchased is based upon the purchase price plus those professional fees which are specifically identifiable to the investment transaction. Realized gains and losses on investments are recorded based on the specific identification method, which typically allocates the highest cost inventory to the basis of investments sold.

2123

BlackRock Private Credit Fund

Notes to Consolidated Financial Statements (Unaudited) (Continued)

~~June~~September 30, 2023

2. Summary of Significant Accounting Policies (Continued)

Cash and Cash Equivalents

Cash consists of amounts held in accounts with the custodian bank. Cash equivalents consist of highly liquid investments with an original maturity of generally 60 days or less and may not be insured by the FDIC or may exceed federally insured limits. Cash equivalents are classified as Level 1 in the GAAP valuation hierarchy. At ~~June~~September 30, 2023, included in cash and cash equivalents was $~~13,096,020~~16,651,622 (~~8.1~~8.5% of net assets) held in the JPMorgan U.S. Treasury Plus Money Market Fund with a 7-day yield of ~~4.94~~5.18%. At December 31, 2022, included in cash and cash equivalents was $11,024,422 (9.4% of net assets) held in JP Morgan U.S. Treasury Plus Money Market Fund with a 7-day yield of ~~4.94~~4.12%.

Restricted Investments

The Fund may invest without limitation in instruments that are subject to legal or contractual restrictions on resale. These instruments generally may be resold to institutional investors in transactions exempt from registration or to the public if the securities are registered. Disposal of these investments may involve time-consuming negotiations and additional expense, and prompt sale at an acceptable price may be difficult. Restricted investments, including any restricted investments in affiliates, are valued in accordance with the investment valuation policies discussed above. The Fund did not hold any restricted investments at ~~June~~September 30, 2023 and December 31, 2022.

Foreign Currency Investments

The Fund may invest in instruments traded in foreign countries and denominated in foreign currencies. Such positions are converted at the respective closing foreign exchange rates in effect at ~~June~~September 30, 2023 and reported in U.S. dollars. Purchases and sales of investments and income and expense items denominated in foreign currencies, when they occur, are translated into U.S. dollars based on the foreign exchange rates in effect on the respective dates of such transactions. The portion of gains and losses on foreign investments resulting from fluctuations in foreign currencies is included in net realized and unrealized gain or loss from investments. The Fund did not hold any investments denominated in foreign currency at ~~June~~September 30, 2023.

Investments in foreign companies and securities of foreign governments may involve special risks and considerations not typically associated with investing in U.S. companies and securities of the U.S. Government. These risks include, among other things, revaluation of currencies, less reliable information about issuers, different transaction clearance and settlement practices, and potential future adverse political and economic developments. Moreover, investments in foreign companies and securities of foreign governments and their markets may be less liquid and their prices more volatile than those of comparable U.S. companies and the U.S. Government.

Organization and Offering Costs

The Fund has entered into a Fee Waiver and Expense Support and Reimbursement Agreement (the “Expense Support Agreement”) with the Investment Adviser. Pursuant to the Expense Support Agreement, the Investment Adviser has paid all of the Fund’s organizational and offering expenses on the Fund’s behalf (each, an “Expense Payment”).

During each of the 36 months following the commencement of the Fund’s operations, the Fund will reimburse the Investment Adviser for any and all Expense Payments incurred by the Investment Adviser under the Expense Support Agreement to the extent that the Fund’s annual Operating Expenses (as defined below) do not exceed 1.25% of the value of the Fund’s net assets, calculated monthly based on month-end net assets. “Operating Expenses” for purposes of the Expense Support Agreement means all annual operating expenses of the Fund incurred in the ordinary course of business, excluding offering costs incurred by the Fund, interest expense and other financing costs, portfolio transaction and other investment-related costs, base management fee and incentive fee payable pursuant to the Advisory Agreement, shareholder servicing and/or distribution fees, taxes and any other extraordinary expenses not incurred in the ordinary course of business (including, without limitation, litigation expenses). From inception of the Fund through ~~June~~September 30, 2023, the Adviser had incurred $811,708 related to organizational and offering expenses. The Fund did not reimburse the Investment Adviser for any Expense Payments during the ~~six~~nine months ended ~~June~~September 30, 2023 since the annual operating expenses exceeded 1.25% of the value of the Fund’s net assets.

Deferred Debt Issuance Costs

Certain costs incurred in connection with the issuance of debt of the Fund were capitalized and are being amortized on a straight-line basis over the estimated life of the respective instruments. The impact of utilizing the straight-line amortization method versus the effective-interest method is not material to the operations of the Fund.

2224

BlackRock Private Credit Fund

Notes to Consolidated Financial Statements (Unaudited) (Continued)

~~June~~September 30, 2023

2. Summary of Significant Accounting Policies (Continued)

Revenue Recognition

Interest and dividend income, including income paid in kind, is recorded on an accrual basis, when such amounts are considered collectible. Origination, structuring, closing, commitment and other upfront fees, including original issue discounts, earned with respect to capital commitments are generally amortized or accreted into interest income over the life of the respective debt investment, as are end-of-term or exit fees receivable upon repayment of a debt investment. Other fees, including certain amendment fees, prepayment fees and commitment fees on broken deals, are recognized as earned. Prepayment fees and similar income due upon the early repayment of a loan or debt security are recognized when earned and are included in interest income.

Certain debt investments are purchased at a discount to par as a result of the underlying credit risks and financial results of the issuer, as well as general market factors that influence the financial markets as a whole. Discounts on the acquisition of corporate bonds are generally amortized using the effective-interest or constant-yield method assuming there are no questions as to collectability. When principal payments on a loan are received in an amount in excess of the loan’s amortized cost, the excess principal payments are recorded as interest income.

Income Taxes

The Fund elected to be regulated as a BDC under the 1940 Act. The Fund also has elected to be treated as a RIC under the Code. So long as the Fund maintains its status as a RIC, it generally will not pay corporate-level U.S. federal income taxes on any ordinary income or capital gains that it distributes at least annually to its shareholders as dividends. Rather, any tax liability related to income earned and distributed by the Fund would represent obligations of the Fund’s investors and would not be reflected in the consolidated financial statements of the Fund.

The Fund evaluates tax positions taken or expected to be taken in the course of preparing its consolidated financial statements to determine whether the tax positions are “more-likely-than-not” to be sustained by the applicable tax authority. Tax positions not deemed to meet the “more-likely-than-not” threshold are reserved and recorded as a tax benefit or expense in the current year. All penalties and interest associated with income taxes are included in income tax expense. Conclusions regarding tax positions are subject to review and may be adjusted at a later date based on factors including, but not limited to, on-going analyses of tax laws, regulations and interpretations thereof.

To qualify for and maintain qualification as a RIC, the Fund must, among other things, meet certain source-of-income and asset diversification requirements. In addition, to qualify for RIC tax treatment, the Fund must distribute to its shareholders, for each taxable year, at least 90% of the sum of (i) its “investment company taxable income” for that year (without regard to the deduction for dividends paid), which is generally its ordinary income plus the excess, if any, of its realized net short-term capital gains over its realized net long-term capital losses and (ii) its net tax-exempt income, if any.

In addition, based on the excise tax distribution requirements, the Fund is subject to a 4% nondeductible federal excise tax on undistributed income unless the Fund distributes in a timely manner in each taxable year an amount at least equal to the sum of (1) 98% of its ordinary income for the calendar year, (2) 98.2% of capital gain net income (both long-term and short-term) for the one-year period ending October 31 in that calendar year and (3) any income realized, but not distributed, in prior years. For this purpose, however, any ordinary income or capital gain net income retained by the Fund that is subject to corporate income tax is considered to have been distributed.

At December 31, 2022, gross unrealized appreciation and depreciation based on cost of investments for U.S. federal income tax purposes were as follows:


	December 31, 2022
Tax basis of investments	$	210,903,951

Unrealized appreciation		833,360
Unrealized depreciation		(4,182,932	)
Net unrealized appreciation (depreciation)	$	(3,349,572	)

2325

BlackRock Private Credit Fund

Notes to Consolidated Financial Statements (Unaudited) (Continued)

~~June~~September 30, 2023

2. Summary of Significant Accounting Policies (Continued)

Recent Accounting Pronouncements

In March 2020 and January 2021, the FASB issued ASU No. 2020-04 and ASU No. 2021-01, respectively, “Reference Rate Reform (Topic 848),” which provides optional expedients and exceptions for applying GAAP to contracts, hedging relationships, and other transactions affected by reference rate reform if certain criteria are met. The amendments apply only to contracts, hedging relationships, and other transactions that reference LIBOR or another reference rate expected to be discontinued because of reference rate reform. ASU 2020-04 is effective and can be adopted by all entities through December 31, 2022. The expedients and exceptions provided by the amendments do not apply to contract modifications and hedging relationships entered into or evaluated after December 31, 2022, except for hedging transactions as of December 31, 2022, that an entity has elected certain optional expedients for and that are retained through the end of the hedging relationship. In December 2022, the FASB issued ASU No. 2022-06, Reference Rate Reform (Topic 848): Deferral of the Sunset Date of Topic 848, which deferred the sunset day of this guidance to December 31, 2024. The Fund is currently evaluating the impact of adopting ASU 2020-04 on its consolidated financial statements.

3. Management Fees, Incentive Fees and Other Expenses

Investment Advisory Agreement

On March 16, 2022, the Fund entered into an Investment Advisory Agreement (the “Advisory Agreement”) with the Investment Adviser. Under the terms of the Advisory Agreement, the Investment Adviser determines the composition of the Fund’s portfolio, the nature and timing of the changes to the Fund’s portfolio and the manner of implementing such changes; identifies, evaluates and negotiates the structure of the investments the Fund makes (including performing due diligence on prospective portfolio companies); and closes, monitors and administers the investments the Fund makes, including the exercise of any voting or consent rights.

Pursuant to the Advisory Agreement, the Fund pays the Investment Adviser compensation for investment advisory and management services consisting of base management fee and incentive fee (together, the “Advisory Fee”), which are further described below.

Base Management Fee

The management fee is calculated at an annual rate of 1.25% of the value of the Fund’s net assets determined on a consolidated basis in accordance with GAAP at the end of the most recently completed calendar month and payable monthly in arrears. The Investment Adviser has agreed to waive its management fee for the first twelve months following the date of the commencement of the Fund's operations. On April 25, 2023, the Fund's Board of Trustees approved an amendment of the Amended and Restated Fee Waiver and Expense Support and Reimbursement Agreement, which extended the waiver through December 31, 2023.

For the three months ended ~~June~~September 30, 2023 and 2022, the Investment Adviser earned and waived $~~466,719~~529,792 and $0195,233 in management fees, respectively. For the ~~six~~nine months ended ~~June~~September 30, 2023 and for the period from March 18, 2022 (Inception) to ~~June~~September 30, 2022, the Investment Adviser earned and waived $~~863,876~~1,393,668 and $0247,316 in management fees, respectively. For the period from March 18, 2022 (Inception) to ~~June~~September 30, 2023, the Investment Adviser earned and waived $~~1,405,358~~1,935,150 in management fees.

Incentive Fees

Incentive compensation is payable to the Investment Adviser pursuant to the Advisory Agreement. The incentive fee consists of two components, an income component and a capital gains component. Each component of the incentive fee will be calculated and, if due, will be payable quarterly in arrears. The Investment Adviser has agreed to waive all incentive fee for the first twelve months following the commencement of the Fund's operations. On April 25, 2023, the Fund's Board of Trustees approved an amendment of the Expense Support Agreement, which extended the waiver through December 31, 2023.

2426

BlackRock Private Credit Fund

Notes to Consolidated Financial Statements (Unaudited) (Continued)

~~June~~September 30, 2023

3. Management Fees, Incentive Fees and Other Expenses (Continued)

The income component of the incentive fee is subject to a 5.0% total return hurdle on daily weighted average unreturned capital contributions (the “Hurdle Rate”). As such, the Fund will not be obligated to pay any income incentive fee to the extent the annualized trailing twelve quarter (or if shorter, the number of calendar quarters that have occurred since the commencement of the Fund) total return of the Fund (as defined below), including net realizedgains and losses and net unrealized appreciation and depreciation, does not exceed the Hurdle Rate. To the extent that the Fund’s annualized total return for the relevant period exceeds the Hurdle Rate, but is less than approximately 5.71% of daily weighted average unreturned capital contributions, the income incentive fee will be subject to a “catch up”, calculated as 100% of the aggregate net investment income before incentive compensation earned in excess of Hurdle Rate for the relevant period. To the extent that the Fund’s annualized total return for the relevant period exceeds approximately 5.71%, the income component of the incentive fee will be equal to 12.5% of net investment income before incentive compensation earned in excess of this total return threshold.

For purposes of calculating the income incentive fee, (i) “total return” means the amount equal to the combination of net investment income before incentive compensation, realized capital gains and losses and unrealized capital appreciation and depreciation of the Fund for the period in question; (ii) “unreturned capital contributions” means the proceeds to the Fund of all issuances of common shares, less all distributions by the Fund to shareholders representing a return of capital.

The capital gains component of the incentive fee will be the amount, if positive, equal to 12.5% of the aggregate realized capital gains (computed net of realized losses and net unrealized capital depreciation, if any) for the most recent calendar quarter and the preceding eleven calendar quarters (or if shorter, the number of calendar quarters that have occurred since commencement of the Fund), less capital gains incentive compensation previously paid or distributed in respect of the first eleven calendar quarters (or the portion thereof) included in the relevant trailing twelve quarters. The capital gains component will be paid in full prior to payment of the income component.

In any case, incentive fee (including both the income and capital gains components) will only be paid to the extent the trailing twelve quarter (or if shorter, the number of calendar quarters that have occurred since commencement of the fund) total return of the Fund after incentive compensation and including such payment would equal or exceed a 5% annual total return on daily weighted average unreturned contributed capital contributions for such period.

For the three months ended ~~June~~September 30, 2023 and 2022, the Investment Adviser earned and waived $~~611,662~~740,028 and $0 in incentive fees, respectively. For the ~~six~~nine months ended ~~June~~September 30, 2023 and for the period from March 18, 2022 (Inception) to ~~June~~September 30, 2022, the Investment Adviser earned and waived $~~1,575,589~~2,315,617 and $0 in incentive fees, respectively. For the period from March 18, 2022 (Inception) to ~~June~~September 30, 2023, the Investment Adviser earned and waived $~~1,575,589~~2,315,617 in incentive fees.

Sub-Advisory Fees

Pursuant to the sub-advisory agreement, dated as of May 31, 2022 (the “Sub-Advisory Agreement”), the Investment Adviser, and not the Fund, will pay a portion of the management fee received by the Investment Adviser to the Sub-Adviser as a sub-advisory fee to the Sub-Adviser in an amount equal to a percentage of the average daily value of the Fund’s assets allocated to the Sub-Adviser.

Other Expenses

The Fund bears all expenses incurred in connection with its business, including fees and expenses outside of contracted services, such as custodian, administrative, legal, audit and tax preparation fees, costs of valuing investments, insurance costs, brokers’ and finders’ fees relating to investments, and any other transaction costs associated with the purchase and sale of investments.

2527

BlackRock Private Credit Fund

Notes to Consolidated Financial Statements (Unaudited) (Continued)

~~June~~September 30, 2023

4. Debt

On June 3, 2022, Blackrock Private Credit Fund Leverage I, LLC (the “Borrower”), a Delaware limited liability company and wholly-owned subsidiary of the Fund, established a $200 million combined revolving credit and term loan facility with PNC Bank, National Association as facility agent (the “Credit Facility”). The Credit Facility matures on June 3, 2032 and generally bears interest at three-month Term SOFR, plus (a) 1.55% if the aggregate balance of ~~Middle~~“Middle Market ~~Loans~~Loans” (as defined in Exhibit 10.1) is less than or equal to 25%, (b) 1.65% if the aggregate balance of Middle Market Loans is above 25% and less than or equal to 50%, (c) 1.80% if the aggregate balance of Middle Market Loans is above 50% and less than or equal to 75%, or (d) 1.90% if the aggregate balance of Middle Market Loans is above 75%. The Credit Facility also accrues commitment fees on any undrawn amounts at an annual rate of 0.50%, or 0.35% for the period from the closing date of the Credit Facility to the three-month anniversary of the closing date.

On September 8, 2023, the Borrower entered into Amendment No. 1 to the Credit Facility (the “Amendment”). The Amendment extended the term commitment termination date under the Credit Facility with respect to term commitments entered into on the closing date to December 8, 2023. The Credit Facility is secured by all of the assets held by the Borrower. Under the Credit Facility, the Borrower has made certain customary representations and warranties, and is required to comply with various covenants, reporting requirements and other customary requirements for similar credit facilities. The Credit Facility includes usual and customary events of default for credit facilities of this nature. Borrowings under the Credit Facility are considered borrowings of the Fund for purposes of complying with the asset coverage requirements under the 1940 Act.

At ~~June~~September 30, 2023, there was $~~99.0~~142.0 million of debt outstanding under the Credit Facility, with a weighted-average interest rate, excluding fees of ~~6.82~~7.23%. Outstanding debt is carried at amortized cost in the Consolidated Statements of Assets and Liabilities. As of ~~June~~September 30, 2023, the estimated fair value of the outstanding debt approximated their carrying value.

Total expenses related to debt included the following:


	Six Months Ended June 30, 2023		For the period from March 18, 2022 (Inception) to June 30, 2022		Nine Months Ended September 30, 2023		For the period from March 18, 2022 (Inception) to September 30, 2022
Interest expense	$	3,019,907	$	—	$	5,002,646	$	629,304
Amortization of deferred debt issuance costs		94,278		13,960		142,369		61,527
Commitment fees		270,417		—		385,250		174,854
Total	$	3,384,602	$	13,960	$	5,530,265	$	865,685

5. Commitments and Contingencies

The Fund conducts business with brokers and dealers that are primarily headquartered in New York and Los Angeles and are members of the major securities exchanges. Banking activities are conducted with a firm headquartered in the Boston area.

In the normal course of business, investment activities involve executions, settlement and financing of various transactions resulting in receivables from, and payables to, brokers, dealers, and the custodian. These activities may expose the Fund to risk in the event that such parties are unable to fulfill contractual obligations. Management does not anticipate any material losses from counterparties with whom it conducts business. Consistent with standard business practice, the Fund enters into contracts that contain a variety of indemnifications and is engaged from time to time in various legal actions. The maximum exposure under these arrangements and activities is unknown. However, management expects the risk of material loss to be remote.

BlackRock Private Credit Fund

Notes to Consolidated Financial Statements (Unaudited) (Continued)

~~June~~September 30, 2023

5. Commitments and Contingencies (Continued)

The Consolidated Schedule of Investments include certain revolving loan facilities and other commitments with unfunded balances at ~~June~~September 30, 2023 and December 31, 2022 as follows:


		Unfunded Balances					Unfunded Balances
Issuer	Maturity Date	June 30, 2023		December 31, 2022		Maturity Date	September 30, 2023		December 31, 2022
Accordion Partners LLC	8/29/2029	$	4,821,811	$	624,447	8/29/2029	$	4,358,946	$	624,447
Accordion Partners LLC	8/31/2028		277,532		277,532	8/31/2028		250,891		277,532
Alcami Corporation	12/21/2028		83,235		83,235	12/21/2028		83,235		83,235
Alcami Corporation	12/21/2028		133,176		133,176	12/21/2028		133,176		133,176
Alera Group, Inc.	9/30/2028		112,523		244,494	10/2/2028		112,523		244,494
AmeriLife Holdings, LLC	8/31/2029		251,663		251,663	8/31/2029		251,663		251,663
AmeriLife Holdings, LLC	8/31/2028		314,579		377,494	8/31/2028		314,579		377,494
athenahealth Group Inc.	2/15/2029		109,783		109,783	2/15/2029	N/A			109,783
Avalara, Inc.	10/19/2028		377,651		377,651	10/19/2028		377,651		377,651
Bluefin Holding, LLC						9/12/2030		1,190,668	N/A
Bynder Bidco B.V. (Netherlands)	1/26/2029		171,174	N/A		1/26/2029		171,174	N/A
Bynder Bidco, Inc. (Netherlands)	1/26/2029		47,160	N/A		1/26/2029		47,160	N/A
Cherry Bekaert Advisory LLC	6/30/2028		499,136		499,136
Cherry Bekaert Advisory LLC	6/30/2028		313,078		313,078
Cherry Bekaert Advisory, LLC						6/30/2028		116,286		313,078
Cherry Bekaert Advisory, LLC						6/30/2028	N/A			499,136
Disco Parent, Inc. (Duck Creek Technologies)	3/30/2029		232,723	N/A		3/30/2029		232,723	N/A
e-Discovery AcquireCo, LLC						8/29/2029		779,930	N/A
Freedom Financial Network Funding, LLC	9/21/2027	N/A			891,790	9/21/2027	N/A			891,790
Fusion Holding Corp. (Finalsite)	9/15/2027		371,133		371,133	9/15/2027		371,133		371,133
Fusion Risk Management, Inc.	5/22/2029		457,601	N/A		5/22/2029		457,601	N/A
Fusion Risk Management, Inc.	8/30/2028	N/A			313,806	8/30/2028	N/A			313,806
Galway Borrower LLC	9/29/2028		5,400,000	N/A		9/29/2028		5,400,000	N/A
GC Champion Acquisition LLC (Numerix)	8/21/2028	N/A			654,568	8/21/2028	N/A			654,568
GC Waves Holdings, Inc. (Mercer)						8/11/2028		13,016,030	N/A
GTY Technology Holdings Inc.	7/9/2029		264,374		264,374	7/9/2029		264,374		264,374
Higginbotham Insurance Agency, Inc.						11/25/2028		11,003,834	N/A
ImageFirst Holdings, LLC	4/27/2028		228,309	N/A		4/27/2028		228,309	N/A
Integrity Marketing Acquisition, LLC						8/27/2025		831,857	N/A
Integrity Marketing Acquisition, LLC						8/19/2026		2,918,177	N/A
Integrity Marketing Acquisition, LLC	8/27/2025		3,257,671		2,989,762	8/31/2030		3,452,216	N/A
Integrity Marketing Acquisition, LLC	8/27/2025		1,339,544	N/A		8/27/2025	N/A			2,989,762
LJ Avalon Holdings, LLC (Ardurra)	2/1/2030		307,668	N/A		2/1/2030		264,082	N/A
LJ Avalon Holdings, LLC (Ardurra)	2/1/2029		123,067	N/A		2/1/2029		123,067	N/A
Lucky US BuyerCo LLC (Global Payments)	3/30/2029		409,549	N/A
Lucky US BuyerCo, LLC (Global Payments)						3/30/2029		409,549	N/A
Madison Logic Holdings, Inc.	12/30/2027		163,029		163,029	12/30/2027		163,029		163,029
OMNIA Partners, LLC						7/18/2030		24,996	N/A
Opco Borrower, LLC (Giving Home Health Care)	8/19/2027		193,180		154,544	8/19/2027		193,180		154,544
Oranje Holdco, Inc. (KnowBe4)	2/1/2029		180,686	N/A		2/1/2029		180,686	N/A
Peter C. Foy & Associates Insurance Services, LLC (PCF Insurance)						7/19/2030		3,431,510	N/A
Pueblo Mechanical and Controls, LLC	8/23/2028		211,418		626,684	8/23/2028		211,418		626,684
Pueblo Mechanical and Controls, LLC	8/23/2027		142,291		237,151	8/23/2027		680,994		237,151
Pueblo Mechanical and Controls, LLC						9/19/2028		7,843,394	N/A
RSC Acquisition, Inc. (Risk Strategies)						10/30/2026		4,368,326	N/A
Serrano Parent, LLC (Sumo Logic)	5/13/2030		409,922	N/A		5/13/2030		409,922	N/A
Showtime Acquisition, L.L.C. (World Choice)	8/7/2028		197,914	N/A		8/7/2028		158,331	N/A
Showtime Acquisition, L.L.C. (World Choice)	8/7/2028		158,331	N/A		8/7/2028		197,914	N/A
Streamland Media Midco LLC	8/31/2023	N/A			1,125,859	8/31/2023	N/A			1,125,859
Trintech, Inc.						7/25/2029		516,842	N/A
Vensure Employer Services, Inc.	3/26/2027		275,331		2,642,481	2/28/2027		260,114		2,642,481
Zendesk, Inc.	11/22/2028		610,938		610,938
Zendesk, Inc.	11/22/2028		251,563		251,563
Vortex Finance Sub, LLC						8/31/2029		400,360	N/A
Vortex Finance Sub, LLC						8/31/2029		199,305	N/A
Zendesk Inc.						11/22/2028		610,938		610,938
Zendesk Inc.						11/22/2028		251,563		251,563
Total Unfunded Balances		$	22,698,743	$	14,589,371		$	67,263,656	$	14,589,371

2729

BlackRock Private Credit Fund

Notes to Consolidated Financial Statements (Unaudited) (Continued)

~~June~~September 30, 2023

6. Other Related Party Transactions

The Investment Adviser has paid all of the Fund’s organizational and offering expenses on the Fund’s behalf. During each of the 36 months following the commencement of the Fund’s operations, the Fund will reimburse the Investment Adviser for any and all Expense Payments incurred by the Investment Adviser under the Expense Support Agreement to the extent that the Fund’s annual Operating Expenses do not exceed 1.25% of the value of the Fund’s net assets, calculated monthly based on month-end net assets.

From time to time, the Adviser advances payments to third parties on behalf of the Fund and receives reimbursement from the Fund. At ~~June~~September 30, 2023 and December 31, 2022, amounts reimbursable to the Adviser totaled $~~108,675~~163,213 and $48,566, respectively, as reflected in the Consolidated Statements of Assets and Liabilities.

The Fund has entered into an administration agreement (the “Administration Agreement”) with the Administrator. Pursuant to the Administration Agreement, the Administrator will perform (or oversee, or arrange for, the performance by third parties of) the administrative services necessary for the operation of the Fund, including but not limited to, determining and publishing the Fund's net asset value (“NAV”), overseeing the preparation and filing of the Fund's tax returns, and the printing and dissemination of reports to shareholders of the Fund, and generally overseeing the payment of the Fund's expenses and the performance of administrative and professional services rendered to the Fund by others. The Fund reimburses the Administrator for the costs and expenses incurred by the Administrator in performing its obligations and providing personnel and facilities thereunder, including payments to the Administrator in an amount equal to the Fund’s allocable portion of overhead and other expenses incurred by the Administrator or its affiliate in performing its obligations and services under the Administration Agreement, such as rent, license fees and other costs associated with computer software utilized in providing such obligations and services and the Fund’s allocable portion of the cost of personnel attributable to performing such obligations and services, including, but not limited to, marketing, legal and other services performed by the Administrator for the Fund. The Administrator will also, on behalf of the Fund, arrange for the services of, and oversee, custodians, depositories, transfer agents, dividend disbursing agents, other shareholders servicing agents, accountants, attorneys, underwriters, brokers and dealers, corporate fiduciaries, insurers, banks, shareholders and such other persons in any such other capacity deemed to be necessary or desirable. For the ~~six~~nine months ended ~~June~~September 30, 2023 and for the period from March 18, 2022 (Inception) to ~~June~~September 30, 2022, the Fund incurred $~~576,255~~870,346 and $~~52,604~~311,246 respectively, for such administrative service expenses.

7. Stockholders’ Equity and Dividends

The Fund is offering on a continuous basis up to $2,500,000,000 of the Fund’s common shares of beneficial interest (“Common Shares”). The Fund is offering to sell any combination of three classes of Common Shares, Class D shares, Class S shares and Institutional shares, with a dollar value up to the maximum offering amount. The share classes have different ongoing shareholder servicing and/or distribution fees. In the initial offering of Common Shares, the per share purchase price for Common Shares in the primary offering was $25.00 per share. Thereafter, the purchase price per share for each class of Common Shares will equal the Fund’s NAV per share, as of the effective date of the monthly share purchase date. The Fund’s offering is a “best efforts” offering, which means that BlackRock Investments, LLC, the distributor for the offering, will use its best efforts to sell shares, but is not obligated to purchase or sell any specific amount of shares in this offering.

The Fund has the authority to issue an unlimited number of Common Shares of any class and an unlimited number of shares of preferred shares, at a par value $0.001 per share. As of ~~June~~September 30, 2023, the Fund had ~~6,568,807~~7,798,773 Institutional shares issued and outstanding.

2830

BlackRock Private Credit Fund

Notes to Consolidated Financial Statements (Unaudited) (Continued)

~~June~~September 30, 2023

7. Stockholders’ Equity and Dividends (Continued)

The following table summarizes transactions in Common Shares during the ~~six~~nine months ended ~~June~~September 30, 2023:


	Shares		Amount		Shares		Amount
Institutional Class
Subscriptions		1,322,013	$	31,935,992		2,389,554	$	58,353,818
Share transfers between classes		—		—		—		—
Distributions reinvested		278,218		6,709,771		440,643		10,721,128
Share Repurchases		—		—		—		—
Early Repurchase Deduction		—		—		—		—
Net Increase (Decrease)		1,600,231	$	38,645,763		2,830,197	$	69,074,946

Class S
Subscriptions		—		—		—		—
Share transfers between classes		—		—		—		—
Distributions reinvested		—		—		—		—
Share Repurchases		—		—		—		—
Early Repurchase Deduction		—		—		—		—
Net Increase (Decrease)		—		—		—		—

Class D		—		—		—		—
Subscriptions		—		—		—		—
Share transfers between classes		—		—		—		—
Distributions reinvested		—		—		—		—
Share Repurchases		—		—		—		—
Early Repurchase Deduction		—		—		—		—
Net Increase (Decrease)		—		—		—		—

We expect to determine our NAV for each class of shares each month as of the last day of each calendar month. The NAV per share for each class of shares is determined by dividing the value of total assets attributable to the class minus liabilities attributable to the class by the total number of Common Shares outstanding of the class at the date as of which the determination is made. Shares are issued at an offering price equivalent to the most recent NAV per share available for each share class, which will be the prior calendar day NAV per share (i.e. the prior month-end NAV). The following table presents our monthly NAV per share for each of the three classes of shares since our inception through ~~June~~September 30, 2023.

NAV per Share

For the Month Ended

Institutional Class

Class S

Class D

Institutional Class

Class S

Class D

June 30, 2022

23.49

N/A

23.49

N/A

July 31, 2022

24.40

N/A

24.40

N/A

August 31, 2022

24.86

N/A

24.86

N/A

September 30, 2022

23.74

N/A

23.74

N/A

October 31, 2022

23.89

N/A

23.89

N/A

November 30, 2022

23.93

N/A

23.93

N/A

December 31, 2022

23.69

N/A

23.69

N/A

January 31, 2023

24.28

N/A

24.28

N/A

February 28, 2023

24.25

N/A

24.25

N/A

March 31, 2023

24.23

N/A

24.23

N/A

April 30, 2023

24.38

N/A

24.38

N/A

May 31, 2023

24.05

N/A

24.05

N/A

June 30, 2023

24.49

N/A

24.49

N/A

July 31, 2023

24.73

N/A

August 31, 2023

24.85

N/A

September 30, 2023

24.99

N/A

BlackRock Private Credit Fund

Notes to Consolidated Financial Statements (Unaudited) (Continued)

September 30, 2023

7. Stockholders’ Equity and Dividends (Continued)

Dividends and distributions to common shareholders are recorded on the ex-dividend date. Distributions are declared considering net investment income available for distribution to shareholders, at the discretion of our Board of Trustees.

~~BlackRock Private Credit Fund~~

~~Notes to Consolidated Financial Statements (Unaudited) (Continued)~~

~~June 30, 2023~~

~~7. Stockholders’ Equity and Dividends (Continued)~~

The following table summarizes the Fund's dividends declared for the ~~six~~nine months ended ~~June~~September 30, 2023. There were no dividends declared for the period from March 18, 2022 (Inception) to ~~June~~September 30, 2022.

Institutional Class

Date Declared

Record Date

Payment Date

Type

Amount Per Share

Total Amount

Record Date

Payment Date

Type

Amount Per Share

Total Amount

January 30, 2023

February 27, 2023

Regular

0.17

890,298

January 30, 2023

February 27, 2023

Regular

0.17

890,298

February 15, 2023

February 22, 2023

March 27, 2023

Regular

0.18

1,012,545

February 22, 2023

March 27, 2023

Regular

0.18

1,012,545

March 24, 2023

March 29, 2023

April 26, 2023

Regular

0.20

1,181,081

March 29, 2023

April 26, 2023

Regular

0.20

1,181,081

April 25, 2023

April 27, 2023

May 26, 2023

Regular

0.21

1,304,322

April 27, 2023

May 26, 2023

Regular

0.21

1,304,322

May 26, 2023

May 30, 2023

June 27, 2023

Regular

0.21

1,340,292

May 30, 2023

June 27, 2023

Regular

0.21

1,340,292

June 30, 2023

July 26, 2023

Regular

0.21

1,379,449

June 30, 2023

July 26, 2023

Regular

0.21

1,379,449

July 27, 2023

July 28, 2023

August 28, 2023

Regular

0.21

1,429,513

August 31, 2023

August 30, 2023

September 26, 2023

Regular

0.22

1,588,580

September 29, 2023

October 26, 2023

Regular

0.22

1,715,730

1.18

7,107,987

1.83

11,841,810

Class S Shares

No Class S shares were outstanding for the ~~six~~nine months ended ~~June~~September 30, 2023.

Class D Shares

No Class D shares were outstanding for the ~~six~~nine months ended ~~June~~September 30, 2023.

8. Share Repurchase Program

At the discretion of the Fund’s Board of Trustees, the Fund intends to conduct a share repurchase program in which the Fund intends to repurchase, in each quarter, up to 5% of the Fund’s Common Shares outstanding (either by number of shares or aggregate NAV) as of the close of the previous calendar quarter. The Fund does not intend to commence a share repurchase offer during any calendar quarter for which the Fund’s liquid assets are less than 25% of the Fund’s net assets plus available and undrawn leverage as of the date of the most recent publicly available NAV prior to the commencement of such calendar quarter. In addition, the Fund’s Board of Trustees may amend, suspend or terminate the share repurchase program if it deems such action to be in the Fund’s best interest and the best interest of the Fund’s shareholders. As a result, share repurchases may not be available each quarter. The Fund intends to conduct such repurchase offers in accordance with the requirements of Rule 13e-4 promulgated under the Exchange Act and the 1940 Act. All shares purchased by the Fund pursuant to the terms of each tender offer will be retired and thereafter will be authorized and unissued shares.

Under the Fund’s share repurchase plan, to the extent the Fund offers to repurchase shares in any particular quarter, the Fund expects to repurchase shares pursuant to tender offers on or around the last business day of that quarter using a purchase price equal to the NAV per share as of the last business day of the applicable quarter, except that shares that have not been outstanding for at least one year will be repurchased at 98% of such NAV (an “Early Repurchase Deduction”).The one-year holding period is measured as of the subscription closing date immediately following the prospective repurchase date. The Early Repurchase Deduction may be waived in the case of repurchase requests arising from the death, divorce or qualified disability of the holder. The Early Repurchase Deduction will be retained by the Fund for the benefit of remaining shareholders. The Fund commenced its initial quarterly repurchase offer on April 28, 2023. There were no share repurchases for the ~~six~~nine months ended ~~June~~September 30, 2023.

3032

BlackRock Private Credit Fund

Notes to Consolidated Financial Statements (Unaudited) (Continued)

~~June~~September 30, 2023

8. Share Repurchase Program (Continued)

The following table presents information with respect to the Fund's repurchases during the ~~three~~nine months ended ~~June~~September 30, 2023:

Repurchase request deadline ~~request~~

Number of Shares Repurchased
(All Classes)

Percentage of Outstanding Shares Repurchased(1)

Price Paid Per Share

Repurcahse Pricing Date

Amount Repurchased
(All Classes)(2)

Maximum number of shares that may yet be repurchased(3)

May 31, 2023

—

N/A

—

August 31, 2023

—

N/A

—

______________________

(1)

Percentage is based on total shares as of the close of the previous calendar quarter.

(2)

All repurchase ~~requestes~~requests were satisfied in full.

(3)

Net of Early Repurchase Deduction (if any).

BlackRock Private Credit Fund

Notes to Consolidated Financial Statements (Unaudited) (Continued)

~~June~~September 30, 2023

9. Financial Highlights


	Six Months Ended June 30,			For the Period from March 18, 2022 (Inception) to June 30,			Nine Months Ended September 30,			For the Period from March 18, 2022 (Inception) to September 30,
	2023			2022			2023			2022
Per Common Share
Per share NAV at beginning of period	$	23.69		$	25.00		$	23.69		$	25.00
Investment operations: (1)
Net investment income		1.47			0.01			2.27			0.44
Net realized and unrealized gain (loss)		0.51			(1.52	)		0.86			(1.55	)
Total from investment operations		1.98			(1.51	)		3.13			(1.11	)

Dividends to common shareholders		(1.18	)		—			(1.83	)		(0.15	)
Per share NAV at end of period	$	24.49		$	23.49		$	24.99		$	23.74

Total return based on net asset value: (2)		8.36	%		(6.04	)%		13.21	%		(4.44	)%

Shares outstanding at end of period		6,568,807			2,000,000			7,798,773			2,931,877
Ratios to average net asset value: (3)
Net investment income(4)		12.52	%		0.19	%		12.82	%		3.63	%
Expenses before incentive fee (5)		6.50	%		1.31	%		6.50	%		4.60	%
Expenses and incentive fee (6)		6.50	%		1.31	%		6.50	%		4.60	%

Ending net asset value	$	160,840,538		$	46,972,811		$	194,911,639		$	69,596,241
Portfolio turnover rate		13.46	%		0.02	%		17.87	%		1.69	%
Weighted-average debt outstanding	$	92,447,514		N/A			$	98,406,593		$	27,487,310
Weighted-average interest rate on debt		6.59	%	N/A				6.80	%		4.24	%
Weighted-average number of common shares		5,989,898			2,000,000			6,421,258			1,649,973
Weighted-average debt per share	$	14.07		N/A			$	12.62		$	9.38

(1)

Per share changes in net asset value are computed based on the actual number of shares outstanding during the time such activity occurred.

(2)

Not annualized for periods less than one year. Total return based on net asset value equals the change in net asset value per share during the period plus declared dividends per share during the period, divided by the beginning net asset value per share at the beginning of the period.

(3)

Annualized for periods less than one year except for incentive fees and other certain non-recurring expenses, excluding the effect of management fee and incentive fee waivers by the Adviser which represented ~~2.18~~2.73% of average net assets.

(4)

Net of incentive fees and excise taxes.

(5)

Includes interest and other debt costs but excludes excise taxes.

(6)

Includes incentive fees and all Fund expenses including interest and other debt costs but excludes excise taxes.

3234

BlackRock Private Credit Fund

Notes to Consolidated Financial Statements (Unaudited) (Continued)

~~June~~September 30, 2023

10. Senior Securities

Information about the Fund's senior securities is shown in the following table as of the end of last fiscal year and the period ended ~~June~~September 30, 2023.


Class and Year	Total Amount Outstanding(1)		Asset Coverage Per Unit(2)		Involuntary Liquidating Preference Per Unit(3)		Average Market Value Per Unit(4)	Total Amount Outstanding(1)		Asset Coverage Per Unit(2)		Involuntary Liquidating Preference Per Unit(3)		Average Market Value Per Unit(4)
Credit Facility
As of June 30, 2023 (Unaudited)		99,000,000	$	2,603		—	N/A
As of September 30, 2023 (Unaudited)								$	142,000,000	$	2,356		—	N/A
Fiscal Year 2022		95,000,000		2,225		—	N/A		95,000,000		2,225		—	N/A

(1)

Total amount of each class of senior securities outstanding at the end of the period presented.

(2)

The asset coverage ratio for a class of senior securities representing indebtedness is calculated as our total assets, less all liabilities and indebtedness not represented by senior securities, divided by senior securities representing indebtedness. The asset coverage ratio with respect to indebtedness is multiplied by $1,000 to determine the Asset Coverage Per Unit.

(3)

The amount to which such class of senior security would be entitled upon the voluntary liquidation of the issuer in preference to any security junior to it. The “—” in this column indicates that the SEC expressly does not require this information to be disclosed for certain types of senior securities.

(4)

The Fund's senior securities are not registered for public trading.

11. Subsequent Events

On ~~July 3,~~October 2, 2023, the Fund accepted $~~4,574,394~~10,609,204 of additional subscriptions, to purchase $~~4,574,394~~10,609,204 of additional institutional shares, par value $0.001 per share. On ~~July 21,~~October 20, 2023, the number of shares being purchased was fixed when the purchase price of $~~24.49~~24.99 per share was determined by the Fund. As a result, the Fund issued ~~186,786~~424,538 shares and received $~~4,574,394~~10,609,204 in proceeds.

On ~~July 27,~~October 26, 2023, the Fund declared a regular distribution for its Institutional Shares in an amount of $~~0.21~~0.23 per share and a special distribution for its Institutional Shares in an amount of $0.10 per share. The distribution will be payable to shareholders of record at the close of business on ~~July 28,~~October 30, 2023 and will be paid on ~~August 28,~~November 27, 2023. The distribution will be paid in cash or reinvested in Fund shares for shareholders participating in the Fund's distribution reinvestment plan.

On ~~July 28,~~October 26, 2023, the Fund initiated a quarterly offer to repurchase up to 5% of its shares outstanding as of ~~June~~September 30, 2023, commencing on ~~July 28,~~October 26, 2023 and ending on ~~August 31,~~November 30, 2023, with a valuation date of ~~September 30,~~December 31, 2023.

3335

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The information contained in this section should be read in conjunction with our unaudited consolidated financial statements and notes thereto appearing elsewhere in this Quarterly Report. Some of the statements in this report (including in the following discussion) constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, which relate to future events or the future performance or financial condition of BlackRock Private Credit Fund (the “Fund,” “we,” “us” or “our”). The forward-looking statements contained in this report involve a number of risks and uncertainties, including statements concerning:

•

the Fund’s, or the Fund’s portfolio companies’, future business, operations, operating results or prospects;

•

the return or impact of current and future investments;

•

the impact of a protracted decline in the liquidity of credit markets on the Fund’s business;

•

the impact of fluctuations in interest rates on the Fund’s business;

•

the impact of changes in laws or regulations governing the Fund’s operations or the operations of the Fund’s portfolio companies;

•

the Fund’s contractual arrangements and relationships with third parties;

•

the general economy and its impact on the industries in which the Fund invests;

•

the financial condition of and ability of the Fund’s portfolio companies to achieve their objectives;

•

the Fund’s expected financings and investments;

•

the adequacy of the Fund’s financing resources and working capital;

•

the ability of the Advisers to locate suitable investments for the Fund and to monitor and administer the Fund’s investments;

•

the timing of cash flows, if any, from the operations of the Fund’s portfolio companies;

•

the timing, form and amount of any dividend distributions;

•

the phase-out of LIBOR and the use of replacement rates for LIBOR;

•

the consequences of the conflict between Russia and Ukraine, including international sanctions, the potential impact on inflation and increased disruption to supply chains; and

•

the Fund’s ability to maintain the Fund’s qualification as a regulated investment company and as a business development company.

We use words such as “anticipate,” “believe,” “expect,” “intend,” “will,” “should,” “could,” “may,” “plan” and similar words to identify forward-looking statements. The forward-looking statements contained in this quarterly report involve risks and uncertainties. Our actual results could differ materially from those implied or expressed in the forward-looking statements for any reason, including the factors set forth as “Risk Factors” in this report.

We have based the forward-looking statements included in this report on information available to us on the date of this report, and we assume no obligation to update any such forward-looking statements. Although we undertake no obligation to revise or update any forward-looking statements, whether as a result of new information, future events or otherwise, you are advised to consult any additional disclosures that we may make directly to you or through reports that we have filed or in the future may file with the SEC, including annual reports on Form 10-K, registration statements on Form N-2, quarterly reports on Form 10-Q and current reports on Form 8-K.

Overview

The Fund is a Delaware statutory trust formed on December 23, 2021 and is an externally managed, closed-end, non-diversified management investment company. We have elected to be regulated as a BDC under the 1940 Act. Our investment objective is to achieve high risk-adjusted returns produced primarily from current income generated by investing primarily in senior secured corporate debt instruments. We seek to achieve our investment objective through investments in privately-originated, performing senior secured debt primarily in North America-based companies with target enterprise values between $100 million and $1.5 billion. Performing debt is debt that at the time of investment is not defaulted or, in the view of the Advisers, distressed. The Fund targets positions in first lien, second lien and unitranche debt, with a preference for floating-rate debt, which the Advisers believe provides flexibility to adapt to changing market conditions. The Fund may invest in securities of any maturity and credit quality. Our investment activities will benefit from what we believe are the competitive advantages of our Advisers, including its diverse in-house skills, proprietary deal flow, and consistent and rigorous investment process focused on established, middle-market companies.

3436

The Fund has elected to be treated as a RIC for U.S. federal income tax purposes. As a RIC, the Fund will not be taxed on its income to the extent that it distributes such income each year and satisfies other applicable income tax requirements.

To qualify as a RIC, we must, among other things, meet certain source-of-income and asset diversification requirements and timely distribute to our shareholders generally at least 90% of our investment company taxable income, as defined by the Code, for each year. Pursuant to this election, we generally will not have to pay corporate level taxes on any income that we distribute to our shareholders provided that we satisfy those requirements.

Investments

Our level of investment activity can and does vary substantially from period to period depending on many factors, including the amount of debt and equity capital available to middle-market companies, the level of merger and acquisition activity, the general economic environment and the competitive environment for the types of investments we make.

As a BDC, we are required to comply with certain regulatory requirements. For instance, we generally have to invest at least 70% of our total assets in “qualifying assets,” including securities and indebtedness of private U.S. companies, public U.S. operating companies whose securities are not listed on a national securities exchange or registered under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as amended, public domestic operating companies having a market capitalization of less than $250 million, cash, cash equivalents, U.S. government securities and high-quality debt investments that mature in one year or less. We are also permitted to make certain follow-on investments in companies that were eligible portfolio companies at the time of initial investment but that no longer meet the definition. As of ~~June~~September 30, 2023, approximately ~~95.2%~~96.5% of our total assets were invested in qualifying assets.

Revenues

We generate revenues primarily in the form of interest on the debt we hold. We also generate revenue from dividends on our equity interests, capital gains on the disposition of investments, and certain lease, fee, and other income. Our investments in fixed income instruments generally have an expected maturity of three to five years, although we have no lower or upper constraint on maturity. Interest on our debt investments is generally payable quarterly or semi-annually. Payments of principal of our debt investments may be amortized over the stated term of the investment, deferred for several years or due entirely at maturity. In some cases, our debt investments and preferred stock investments may defer payments of cash interest or dividends or PIK. Any outstanding principal amount of our debt investments and any accrued but unpaid interest will generally become due at the maturity date. In addition, we may generate revenue in the form of prepayment fees, commitment, origination, structuring or due diligence fees, end-of-term or exit fees, fees for providing significant managerial assistance, consulting fees and other investment related income.

Expenses

The Fund will be responsible for paying the compensation of the Investment Advisers. In addition, the Fund will generally be responsible for all operating expenses of the Fund, and shall pay, and shall reimburse the Investment Adviser or the Administrator and their respective affiliates for, all fees, costs, expenses, liabilities and obligations of the Fund relating or attributable to:

•

our organization;

•

calculating our net asset value (including the cost and expenses of any independent valuation firms);

•

interest payable on debt, if any, incurred to finance our investments;

•

the base management fee and any incentive fee;

•

dividends and distributions on our Common Shares;

•

administration fees payable under the Administration Agreement;

•

fees payable to third parties relating to, or associated with, making investments;

•

transfer agent and custodial fees;

•

registration fees;

•

taxes;

•

director fees and expenses;

•

costs of preparing and filing reports or other documents with the SEC;

•

costs of any reports, proxy statements or other notices to our shareholders, including printing costs;

•

our fidelity bond;

•

directors and officers/errors and omissions liability insurance, and any other insurance premiums;

•

indemnification payments;

•

direct costs and expenses of administration, including audit and legal costs; and

•

all other expenses reasonably incurred by us and the Administrator in connection with administering our business, such as the allocable portion of overhead under the Administration Agreement, including rent and other allocable portions of the cost of certain of our officers and their respective staffs.

The Advisory Agreement provides that the management fee is calculated at an annual rate of 1.25% of the value of the Fund’s net assets determined on a consolidated basis in accordance with GAAP at the end of the most recently completed calendar month and payable monthly in arrears. For the first calendar month in which the Fund has operations, net assets will be measured as the beginning net assets as of the date on which the Fund first issues Common Shares to one or more investors (other than the Investment Adviser and its affiliates). The Investment Adviser has agreed to waive its management fee for the first twelve months following the date of the commencement of the Fund’s operations.

Additionally, the Advisory Agreement provides that the Investment Adviser may be entitled to incentive fee under certain circumstances. According to the terms of such agreement, the incentive fee equals the sum of (i) 12.5% of all net investment income and (ii) 12.5% of all net realized capital gains (net of any net unrealized capital depreciation) less net investment income incentive fee and capital gains incentive fee previously paid. However, incentive fee will only be paid to the extent the cumulative total return of the Fund after incentive fee and including such payment would equal or exceed a 5% annual return on daily weighted-average unreturned contributed capital contributions. The determination of incentive fee is subject to limitations under the 1940 Act and the Advisers Act.

Pursuant to the Sub-Advisory Agreement, the Investment Adviser, and not the Fund, will pay a portion of the management fee received by the Investment Adviser to the Sub-Adviser as a sub-advisory fee to the Sub-Adviser in an amount equal to a percentage of the average daily value of the Fund’s assets allocated to the Sub-Adviser.

Critical accounting policies and estimates

Our discussion and analysis of our financial condition and results of operations are based upon our consolidated financial statements, which have been prepared in accordance with GAAP. The preparation of these consolidated financial statements requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses. Changes in the economic environment, financial markets and any other parameters used in determining such estimates could cause actual results to differ. Management considers the following critical accounting policies important to understanding the consolidated financial statements. In addition to the discussion below, our critical accounting policies are further described in the notes to our consolidated financial statements.

Valuation of portfolio investments

We value our portfolio investments at fair value based upon the principles and methods of valuation set forth in the Valuation Designee's policies and procedures adopted for the Fund by the Valuation Designee. Fair value is defined as the price that would be received to sell an asset in an orderly transaction between market participants at the measurement date. Market participants are buyers and sellers in the principal (or most advantageous) market for the asset that (i) are independent of us, (ii) are knowledgeable, having a reasonable understanding about the asset based on all available information (including information that might be obtained through due diligence efforts that are usual and customary), (iii) are able to transact for the asset, and (iv) are willing to transact for the asset or liability (that is, they are motivated but not forced or otherwise compelled to do so).

When market quotations are not readily available or are believed by the Valuation Designee to be inaccurate or unreliable, the Fund’s investments are valued at fair value (“Fair Value Assets”). Fair Value Assets are valued by the Valuation Designee in accordance with documented valuation policies and procedures reviewed and approved by a committee established by the Valuation Designee (the ~~"Valuation~~

"Valuation Committee"). The Valuation Designee may conclude that a market quotation is not readily available, inaccurate or unreliable

if a security or other asset or liability does not have a price source due to its complete lack of trading, if the Valuation Designee believes a market quotation from a broker-dealer or other source is unreliable (e.g., where it varies significantly from a recent trade, or no longer reflects the fair value of the security or other asset or liability subsequent to the most recent market quotation), where the security or other asset or liability is only thinly traded or due to the occurrence of a significant event subsequent to the most recent market quotation.

For this purpose, a “significant event subsequent to the most recent market quotation” is deemed to occur if the Valuation Designee determines, in its business judgment prior to or at the time of pricing the Fund’s assets or liabilities, that it is likely that the event will cause a material change to the last exchange closing price or closing market price of one or more assets or liabilities held by the Fund. Examples of these events could include cases where a security trades infrequently causing a quoted purchase or sale price to become stale, where markets quotations vary substantially among market makers, or where there is a wide bid-ask spread or significant increase in the bid-ask spread. On any date the NYSE is open and the primary exchange on which a foreign asset or liability is traded is closed, such asset or liability will be valued using the prior day’s price, provided that the Valuation Designee is not aware of any significant event or other information that would cause such price to no longer reflect the fair value of the asset or liability, in which case such asset or liability would be treated as a Fair Value Asset. For certain foreign securities, a third-party vendor supplies evaluated, systematic fair value pricing based upon the movement of a proprietary multi-factor model after the relevant foreign markets have closed. This systematic fair value pricing methodology is designed to correlate the prices of foreign securities following the close of the local markets to the price that might have prevailed as of the Fund’s pricing time.

A substantial portion of the Fund’s assets are expected to consist of securities of private companies for which there are no readily available market quotations. The information available in the marketplace for such companies, their securities and the status of their businesses and financial conditions is often extremely limited, outdated and difficult to confirm. Such securities are valued by the Fund monthly at fair value as determined pursuant to the principles and methods of valuation set forth in the Valuation Designee's policies and procedures adopted for the Fund by the Valuation Designee and approved by the Board of Trustees. In determining fair value each month, the Valuation Designee is required to consider all appropriate factors relevant to value and all indicators of value available to the Fund. The determination of fair value necessarily involves judgment in evaluating this information in order to determine the price that the Fund might reasonably expect to receive for the security upon its current sale. The most relevant information may often be that information which is provided by the issuer of the securities. Given the nature, timeliness, amount and reliability of information provided by the issuer, fair valuations may become more difficult and uncertain as such information is unavailable or becomes outdated. Because the Fund will value all of its assets monthly, the Fund is subject to greater risk that the information available to determine fair value on any given day is uncertain, incomplete and potentially unreliable and, as a result, that the prices assigned to fair valued securities may not in fact represent approximately the price that the Fund could receive upon their current sale.

Certain investments for which market quotations are not readily available or for which market quotations are deemed not to represent fair value are valued on a monthly basis utilizing a market approach, an income approach, or both approaches, as appropriate. The market approach uses prices and other relevant information generated by market transactions involving identical or comparable assets or liabilities (including a business). The income approach uses valuation techniques to convert future amounts (for example, cash flows or earnings) to a single present amount (discounted). The measurement is based on the value indicated by current market expectations about those future amounts. In following these approaches, the types of factors that we may take into account in determining the fair value of our investments include, as relevant and among other factors: available current market data (e.g., information available through regulatory filings, press releases, news feeds and financial press), including relevant and applicable market trading and transaction comparables, applicable market yields and multiples, information provided by the company (e.g., letters to investors, financials, information provided pursuant to financial document reporting obligations), security covenants, call protection provisions, information rights, the nature and realizable value of any collateral, the portfolio company’s ability to make payments, its earnings and discounted cash flows, the markets in which the portfolio company does business, comparisons of financial ratios of peer companies that are public, M&A comparables and enterprise values.

With respect to the Fund’s investments for which market quotations are not readily available or for which market quotations are deemed not to represent fair value, the Valuation Designee has approved a valuation process that takes into account a variety of inputs.

When determining the price for a Fair Value Asset, the Valuation Committee shall seek to determine the price that the Fund might reasonably expect to receive from the current sale of that asset or liability in an arm’s-length transaction. The price generally may not be determined based on what the Fund might reasonably expect to receive for selling an asset or liability at a later time or if it holds the asset or liability to maturity. Fair value determinations shall be based upon all available factors that the Valuation Committee deems relevant at the time of the determination, and may be based on analytical values determined by the Valuation Designee using proprietary or third party valuation models.

Fair value represents a good faith approximation of the value of an asset or liability. The fair value of one or more assets or liabilities may not, in retrospect, be the price at which those assets or liabilities could have been sold during the period in which the particular fair values were used in determining the Fund’s NAV, and the differences between the fair value of the assets and the prices

at which those assets are ultimately sold may be significant. As a result, the Fund’s sale or repurchase of its shares at NAV, at a time

when a holding or holdings are valued at fair value, may have the effect of diluting or increasing the economic interest of existing shareholders. Information that becomes known to the Fund or its agents after the NAV has been calculated in a particular month will not be used to retroactively adjust the price of a security or the NAV determined earlier that month.

The Fund’s annual audited financial statements, which are prepared in accordance with GAAP, follow the requirements for valuation set forth in ASC 820, which defines and establishes a hierarchical disclosure framework for measuring fair value under GAAP and expands financial statement disclosure requirements relating to fair value measurements.

The three-level hierarchy for fair value measurement is defined as follows:

Level 1: Quoted prices in active markets for identical assets

Level 2: Other direct and indirect observable market inputs (for example, quoted prices in inactive markets or quotes for comparable investments)

Level 3: Independent third-party valuation sources that employ significant unobservable inputs

As of ~~June~~September 30, 2023, none of our investments were categoried as Level 1, ~~48.9%~~37.3% were categorized as Level 2 and ~~51.1%~~62.7% were Level 3 investments valued based on valuations by independent third party sources.

In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, an investment’s level within the fair value hierarchy is based on the lowest level of input that is significant to the overall fair value measurement. The Valuation Designee's assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment and consideration of factors specific to the investment.

Determination of fair value involves subjective judgments and estimates. Accordingly, the notes to our consolidated financial statements express the uncertainty with respect to the possible effect of such valuations, and any change in such valuations, on the consolidated financial statements.

Revenue recognition

Certain of our debt investments are purchased at a discount to par as a result of the underlying credit risks and financial results of the issuer, as well as general market factors that influence the financial markets as a whole. Discounts on the acquisition of corporate bonds are generally amortized using the effective-interest or constant-yield method assuming there are no questions as to collectability. When principal payments on a loan are received in an amount in excess of the loan’s amortized cost, the excess principal payments are recorded as interest income.

Net realized gains or losses and net change in unrealized appreciation or depreciation

We measure realized gains or losses by the difference between the net proceeds from the repayment or sale and the amortized cost basis of the investment, without regard to unrealized appreciation or depreciation previously recognized. Realized gains and losses are computed using the specific identification method. Net change in unrealized appreciation or depreciation reflects the change in portfolio investment values during the reporting period, including the reversal of previously recorded unrealized appreciation or depreciation when gains or losses are realized.

Portfolio and investment activity

During the three months ended ~~June~~September 30, 2023, we invested approximately ~~$32.5~~$92.0 million, comprised of new investments in 618 new portfolio companies, as well as draws made on existing commitments and payment in kind ("PIK") received on prior investments, all of which were in senior secured loans. Additionally, we received approximately ~~$17.9~~$14.2 million in proceeds from sales or repayments during the three months ended ~~June~~September 30, 2023.

3840

During the period from March 18, 2022 (Inception) to ~~June~~September 30, 2022, we invested approximately ~~$107.7 million in investments in senior secured loans in 92 portfolio companies.~~

~~During the six months ended June 30, 2023, we invested approximately $68.4~~$173.7 million, comprised of new investments in 15114 new portfolio companies.

During the nine months ended September 30, 2023, we invested approximately $160.4 million, comprised of new investments in 33 new portfolio companies, as well as draws made on existing commitments and PIK received on prior investments, all of which were in senior secured loans. Additionally, we received approximately ~~$31.1~~$45.3 million in proceeds from sales or repayments during the ~~six~~nine months ended ~~June~~September 30, 2023.

At ~~June~~September 30, 2023, our investment portfolio of ~~$249.1~~$329.9 million (at fair value) consisted of ~~136~~143 portfolio companies and was invested 100.0% in senior secured loans. Our average portfolio company investment at fair value was approximately ~~$1.8~~$2.3 million. Our largest portfolio company investment by fair value was approximately ~~3.2%~~3.6% of our portfolio and our five largest portfolio company investments by fair value comprised approximately ~~12.9%~~16.0% of our portfolio at ~~June~~September 30, 2023.

At December 31, 2022, our investment portfolio of $207.6 million (at fair value) consisted of 130 portfolio companies and was invested 100.0% in senior secured loans. Our average portfolio company investment at fair value was approximately $1.6 million. Our largest portfolio company investment by fair value was approximately 2.3% of our portfolio and our five largest portfolio company investments by fair value comprised approximately 10.3% of our portfolio at December 31, 2022.

The industry composition of our portfolio at fair value at ~~June~~September 30, 2023 was as follows:


Industry	~~June~~September 30, 2023
Software		~~19.5~~20.9	%
Professional Services		10.9
Internet Software & Services		9.6
Insurance		~~9.0~~9.2
Diversified Financial Services		6.1
Health Care Providers & Services		~~7.5~~
~~Professional Services~~5.7		~~6.8~~
IT Services		~~6.4~~
~~Diversified Financial Services~~4.0		~~5.9~~
~~Internet Software & Services~~		~~5.8~~
Construction & Engineering		~~4.5~~3.9
Media		~~3.6~~2.8
Pharmaceuticals		2.6
Commercial Services & Supplies		~~3.4~~2.6
Diversified Consumer Services		~~3.0~~2.2
Health Care Technology		~~2.8~~2.1
Consumer Finance		~~2.6~~2.0
Energy Equipment & Services		1.9
Paper & Forest Products		1.9
Machinery		1.7
Specialty Retail		1.7
Hotels, Restaurants & Leisure		~~2.6~~
~~Paper & Forest Products~~1.5		~~2.5~~
~~Specialty Retail~~		~~2.4~~
~~Machinery~~		~~2.2~~
Internet & Catalog Retail		~~1.3~~
~~Transportation Infrastructure~~		~~1.2~~
~~Chemicals~~		~~1.1~~
~~Life Sciences Tools & Services~~		1.0
~~Containers & Packaging~~		~~1.0~~
~~Trading Companies & Distributors~~		~~0.8~~
Other		~~3.1~~5.7
Totals		100.0	%

The weighted average effective yield of our debt and total portfolio was ~~11.4%~~11.8% at ~~June~~September 30, 2023 and 10.3% at December 31, 2022. At ~~June~~September 30, 2023, ~~99.7%~~99.8% of debt investments in our portfolio bore interest based on floating rates, such as LIBOR, SOFR, the Federal Funds Rate or PRIME Rate, and ~~0.3%~~0.2% of the debt investments bore interest at fixed rates. The percentage of floating rate debt investments in our portfolio that were subject to an interest rate floor was ~~86.6%~~89.9% at ~~June~~September 30, 2023. At December 31, 2022, 99.8% of debt investments in our portfolio bore interest based on floating rates, such as LIBOR, SOFR, the Federal Funds Rate or PRIME Rate, and 0.2% of the debt investments bore interest at fixed rates. The percentage of floating rate debt investments in our portfolio that were subject to an interest rate floor was 83.6% at December 31, 2022. No debt investments in the portfolio company were on non-accrual status as of ~~June~~September 30, 2023 and December 31, 2022.

Results of operations

Investment income

Investment income totaled ~~$7.3~~$8.9 million and ~~$0.2~~$2.6 million, respectively, for the three months ended ~~June~~September 30, 2023 and 2022, all of which was attributable to interest and fees on our debt investments. The increase in investment income in the three months ended ~~June~~

September 30, 2023 compared to the three months ended ~~June~~September 30, 2022 reflects the significant increase in portfolio size as the Fund continues to ramp ~~up.~~up, as well as the increase in LIBOR/SOFR rates during the period.

Investment income totaled ~~$13.3~~$22.2 million and ~~0.2~~$2.8 million, respectively, for the ~~six~~nine months ended ~~June~~September 30, 2023 and for the period from March 18, 2022 (Inception) to ~~June~~September 30, 2022, all of which was attributable to interest and fees on our debt investments. The increase in investment income in the the ~~six~~nine months ended ~~June~~September 30, 2023 compared to the period from March 18, 2022 (Inception) to ~~June~~September 30, 2022 reflects the significant increase in portfolio size as the Fund continues to ramp ~~up.~~up, as well as the increase in LIBOR/SOFR rates during the period.

Expenses

Total net operating expenses for the three months ended ~~June~~September 30, 2023 and 2022 were ~~$2.4~~$2.9 million and ~~$0.2~~$1.4 million, respectively, comprised of ~~$1.8~~$2.1 million and ~~$0.0~~$0.9 million in interest and other debt expenses, $0.3 million and ~~$0.1~~$0.3 million in administrative expenses, ~~$0.1~~$0.3 million and $0.1 million in professional fees and $0.2 million and ~~$0.0~~$0.1 million in other operating expenses, respectively. The increase in expenses in the three months ended ~~June~~September 30, 2023 compared to the three months ended ~~June~~September 30, 2022 primarily reflects the significant increase in portfolio size, amount of debt outstanding, and other Fund activities as the Fund continues to ramp ~~up.~~up, as well as the increase in LIBOR/SOFR rates during the period.

Total net operating expenses for the ~~six~~nine months ended ~~June~~September 30, 2023 and for the period from March 18, 2022 (Inception) to ~~June~~September 30, 2022 were ~~$4.5~~$7.5 million and ~~$0.2~~$1.6 million, respectively, comprised of ~~$3.4~~$5.5 million and ~~$0.0~~$0.9 million in interest and other debt expenses, ~~$0.6~~$0.9 million and ~~$0.1~~$0.3 million in administrative expenses, ~~$0.1~~$0.4 million and ~~$0.1~~$0.2 million in professional fees and ~~$0.4~~$0.7 million and ~~$0.0~~$0.2 million in other operating expenses, respectively. The increase in expenses in the ~~six~~nine months ended ~~June~~September 30, 2023 compared to the period from March 18, 2022 (Inception) to ~~June~~September 30, 2022, primarily reflects the significant increase in portfolio size, amount of debt outstanding, and other Fund activities as the Fund continues to ramp ~~up.~~up, as well as the increase in LIBOR/SOFR rates during the period.

Net investment income (loss)

Net investment income was ~~$4.9~~$5.9 million and ~~$0.0~~$1.2 million respectively, for the three months ended ~~June~~September 30, 2023 and 2022. The increase in net investment income reflects the higher investment income, partially offset by the higher operating expenses during the three months ended ~~June~~September 30, 2023 compared to the three months ended ~~June~~September 30, 2022.

Net investment income was ~~$8.8~~$14.7 million and ~~$0.0~~$1.3 million respectively, for the ~~six~~nine months ended ~~June~~September 30, 2023 and for the period from March 18, 2022 (Inception) to ~~June~~September 30, 2022. The increase in net investment income reflects the higher investment income, partially offset by the higher operating expenses during the ~~six~~nine months ended ~~June~~September 30, 2023 compared to the period from March 18, 2022 (Inception) to ~~June~~September 30, 2022.

Net realized and unrealized gain or loss

Net realized gain (loss) for the three months ended ~~June~~September 30, 2023 and 2022 was ~~$0.0~~$0.1 million and $0.0 million, respectively.

Net realized gain (loss) for the ~~six~~nine months ended ~~June~~September 30, 2023 and for the period from March 18, 2022 (Inception) to ~~June~~September 30, 2022 was ~~$0.0~~$0.1 million and $0.0 million, respectively.

For the three months ended ~~June~~September 30, 2023 and 2022, the change in net unrealized appreciation (depreciation) was ~~$0.8~~$2.4 million and ~~$(3.1)~~$(0.2) million, respectively. The change in net unrealized appreciation (depreciation) for the three months ended ~~June~~September 30, 2023 was primarily driven by unrealized gains across the portfolio from tighter market ~~spreads.~~spreads during the period. The change in net unrealized appreciation (depreciation) for the three months ended ~~June~~September 30, 2022 was primarily driven by unrealized depreciation across the portfolio due to wider yield spreads during the period.

For the ~~six~~nine months ended ~~June~~September 30, 2023 and the period from March 18, 2022 (Inception) to ~~June~~September 30, 2022, the change in net unrealized appreciation (depreciation) was ~~$2.8~~$5.2 million and ~~$(3.1)~~$(3.2) million, respectively. The change in net unrealized appreciation (depreciation) for the ~~six~~nine months ended ~~June~~September 30, 2023 was primarily driven by unrealized gains across the portfolio from tighter market ~~spreads.~~spreads during the period. The change in net unrealized appreciation (depreciation) for the period from March 18, 2022 (Inception) to ~~June~~September 30, 2022 was primarily driven by unrealized depreciation across the portfolio due to wider yield spreads during the period.

4042

Incentive compensation

The income component of the incentive fee will be the amount, if positive, equal to 12.5% of the aggregate net investment income before incentive compensation earned for the most recent calendar quarter and the preceding eleven calendar quarters (or if shorter, the number of calendar quarters that have occurred since commencement of the fund), less aggregate income incentive compensation previously paid in with respect to the first eleven calendar quarters (or the portion thereof) included in the relevant trailing twelve quarters. The income component of the incentive fee is subject to a 5.0% total return hurdle on daily weighted average unreturned capital contributions (the “Hurdle Rate”). The capital gains component of the incentive fee will be the amount, if positive, equal to 12.5% of the aggregate realized capital gains (computed net of realized losses and net unrealized capital depreciation, if any) for the most recent calendar quarter and the preceding eleven calendar quarters (or if shorter, the number of calendar quarters that have occurred since commencement of the fund), less capital gains incentive compensation previously paid or distributed in respect of the first eleven calendar quarters (or the portion thereof) included in the relevant trailing twelve quarters. The capital gains component will be paid in full prior to payment of the income component. In any case, incentive compensation (including both the income and capital gains components) will only be paid to the extent the trailing twelve quarter (or if shorter, the number of calendar quarters that have occurred since commencement of the fund) total return of the Fund after incentive compensation and including such payment would equal or exceed a 5% annual total return on daily weighted average unreturned contributed capital contributions for such period. For the three and ~~six~~nine months ended ~~June~~September 30, 2023, ~~$611,662~~$740,028 and ~~$1,575,589~~$2,315,617 in incentive fees were earned and waived respectively as the Investment Adviser has contractually agreed under the Expense Support Agreement to waive any incentive fees through December 31, 2023 following the date of the commencement of the Fund’s operations.

Income tax expense, including excise tax

The Fund has elected to be treated as a RIC under Subchapter M of the Code and operates in a manner so as to qualify for the tax treatment applicable to RICs. To qualify as a RIC, the Fund must, among other things, timely distribute to its shareholders generally at least 90% of its investment company taxable income, as defined by the Code, for each year. The Fund has made and intends to continue to make the requisite distributions to its shareholders which will generally relieve the Fund from U.S. federal income taxes.

Depending on the level of taxable income earned in a tax year, we may choose to carry forward taxable income in excess of current year dividend distributions from such current year taxable income into the next tax year and pay a 4% excise tax on such income. Any excise tax expense is recorded at year end as such amounts are known. No excise tax expense was incurred in the ~~six~~nine months ended ~~June~~September 30, 2023.

Net increase (decrease) in net assets resulting from operations

The net increase in net assets applicable to common shareholders resulting from operations was ~~$5.7~~$8.4 million and ~~$(3.0)~~$1.1 million, respectively for the three months ended ~~June~~September 30, 2023 and 2022.

The net increase in net assets applicable to common shareholders resulting from operations was ~~$11.6~~$20.0 million and ~~$(3.0)~~$(2.0) million, respectively for the ~~six~~nine months ended ~~June~~September 30, 2023 and for the period from March 18, 2022 (Inception) to ~~June~~September 30, 2022.

Liquidity and capital resources

Our liquidity and capital resources are expected to be generated primarily through the offerings of the Fund's common shares, borrowings under the Credit Facility, and cash flows from operations, including investments sales and repayments and income earned from investments and cash equivalents. The primary uses of cash have been investments in portfolio companies and other general corporate purposes.

Our primary uses of cash are expected to be for investments in portfolio companies and other investments, for operational costs such as paying the Adviser and Administrator, for costs related to our credit facility and for distributions to our shareholders.

The Investment Adviser has agreed to pay all of our organization and offering expenses on our behalf (including legal, accounting, printing, mailing, subscription processing and filing fees and expenses and other offering expenses, including costs associated with technology integration between the Fund’s systems and those of our participating brokers, reasonable bona fide due diligence expenses of participating brokers supported by detailed and itemized invoices, costs in connection with preparing sales materials and other marketing expenses, design and website expenses, fees and expenses of our transfer agent, fees to attend retail seminars sponsored by participating brokers and costs, expenses and reimbursements for travel, meals, accommodations, entertainment and other similar expenses related to meetings or events with prospective investors, brokers, registered investment advisors or financial or other advisors, but excluding the shareholder servicing and/or distribution fee) through the commencement of the Fund’s operations.

4143

Pursuant to the Fee Waiver and Expense Support and Reimbursement Agreement we have entered into with the Investment Adviser, we will be obligated to reimburse the Investment Adviser for expenses during the 36 months following the commencement of the Fund’s operations, to the extent that the Fund’s annual Operating Expenses do not exceed 1.25% of the value of the Fund’s net assets, calculated monthly based on month-end net assets of the Fund.

On June 3, 2022, Blackrock Private Credit Fund Leverage I, LLC (the “Borrower”), a Delaware limited liability company and wholly-owned subsidiary of the Fund, established a $200 million combined revolving credit and term loan facility with PNC Bank, National Association as facility agent (the “Credit Facility”). The Credit Facility matures on June 3, 2032 and generally bears interest at three-month Term SOFR, plus (a) 1.55% if the aggregate balance of Middle Market Loans is less than or equal to 25%, (b) 1.65% if the aggregate balance of Middle Market Loans is above 25% and less than or equal to 50%, (c) 1.80% if the aggregate balance of Middle Market Loans is above 50% and less than or equal to 75%, or (d) 1.90% if the aggregate balance of Middle Market Loans is above 75%. The Credit Facility also accrues commitment fees on any undrawn amounts at an annual rate of 0.50%, or 0.35% for the period from the closing date of the Credit Facility to the three-month anniversary of the closing date. The Credit Facility is secured by all of the assets held by the Borrower. Under the Credit Facility, the Borrower has made certain customary representations and warranties, and is required to comply with various covenants, reporting requirements and other customary requirements for similar credit facilities.

On September 8, 2023, the Borrower entered into Amendment No. 1 to the Credit Facility (the “Amendment”). The Amendment extended the term commitment termination date under the Credit Facility with respect to term commitments entered into on the closing date to December 8, 2023. The Credit Facility includes usual and customary events of default for credit facilities of this nature. Borrowings under the Credit Facility are considered our borrowings for purposes of complying with the asset coverage requirements under the 1940 Act. As of ~~June~~September 30, 2023, there was ~~$99.0~~$142.0 million drawn on the Credit Facility.

Under Section 61(a) of the 1940 Act, prior to March 23, 2018, a BDC was generally not permitted to issue senior securities unless after giving effect thereto the BDC met a coverage ratio of total assets, less liabilities and indebtedness not represented by senior securities, to total senior securities, which includes all borrowings of the BDC, of at least 200%. On March 23, 2018, the Small Business Credit Availability Act (“SBCAA”) was signed into law, which among other things, amended Section 61(a) of the 1940 Act to add a new Section 61(a)(2) that reduces the asset coverage requirement applicable to BDCs from 200% to 150% so long as the BDC meets certain disclosure requirements and obtains certain approvals. After obtaining shareholder approval by written consent on March 16, 2022, the Fund’s asset coverage requirement was reduced from 200% to 150%, as set forth in Section 61(a)(2) of the 1940 Act, as amended by the SBCAA. As of ~~June~~September 30, 2023, the Fund's asset coverage ratio was ~~260%~~236%.

Net cash used in operating activities during the ~~six~~nine months ended ~~June~~September 30, 2023 was ~~$37.4~~$108.4 million, consisting primarily of the settlement of acquisitions of investments (net of dispositions) of ~~$45.1~~$121.4 million, and net investment income (net of non-cash income and expenses) of approximately ~~$7.7~~$13.0 million.

Net cash provided by financing activities was ~~$35.1~~$110.1 million during the ~~six~~nine months ended ~~June~~September 30, 2023, consisting primarily of ~~$27.0~~$53.4 million in proceeds from share issuances, $47.0 million in credit facility draws (net of repayments), and ~~$4.6~~$10.6 million contribution received in advance, ~~$4.0 million in Credit Facility draws (net of repayments),~~ offset by ~~$0.5~~$0.9 million dividends paid in cash to shareholders.

At ~~June~~September 30, 2023, we had ~~$15.3~~$19.4 million in cash and cash equivalents.

4244

Share Transactions

The following table summarizes transactions in Common Shares during the ~~six~~nine months ended ~~June~~September 30, 2023:


	Shares		Amount		Shares		Amount
Institutional Class
Subscriptions		1,322,013	$	31,935,992		2,389,554	$	58,353,818
Share transfers between classes		—		—		—		—
Distributions reinvested		278,218		6,709,771		440,643		10,721,128
Share Repurchases		—		—		—		—
Early Repurchase Deduction		—		—		—		—
Net Increase (Decrease)		1,600,231	$	38,645,763		2,830,197	$	69,074,946

Class S
Subscriptions		—		—		—		—
Share transfers between classes		—		—		—		—
Distributions reinvested		—		—		—		—
Share Repurchases		—		—		—		—
Early Repurchase Deduction		—		—		—		—
Net Increase (Decrease)		—		—		—		—

Class D		—		—		—		—
Subscriptions		—		—		—		—
Share transfers between classes		—		—		—		—
Distributions reinvested		—		—		—		—
Share Repurchases		—		—		—		—
Early Repurchase Deduction		—		—		—		—
Net Increase (Decrease)		—		—		—		—

The following table presents information with respect to the Fund's repurchases during the ~~three~~nine months ended ~~June~~September 30, 2023:

Repurchase request deadline ~~request~~

Number of Shares Repurchased
(All Classes)

Percentage of Outstanding Shares Repurchased(1)

Price Paid Per Share

Repurcahse Pricing Date

Amount Repurchased
(All Classes)(2)

Maximum number of shares that may yet be repurchased(3)

May 31, 2023

—

N/A

—

August 31, 2023

—

N/A

—

______________________

(1)

Percentage is based on total shares as of the close of the previous calendar quarter.

(2)

All repurchase ~~requestes~~requests were satisfied in full.

(3)

Net of Early Repurchase Deduction (if any).

Contractual obligations

We have entered into several contracts under which we have future commitments. Pursuant to the Advisory Agreement, the Investment Adviser manages our day-to-day operations and provides investment advisory services to us. Payments under the Advisory Agreement are equal to a percentage of the value of our total assets (excluding cash and cash equivalents) and an incentive fee, plus reimbursement of certain expenses incurred by the Adviser. Under our Administration Agreement, the Administrator provides us with administrative services, facilities and personnel. Payments under the Administration Agreement are equal to an allocable portion of overhead and other expenses incurred by the Administrator in performing its obligations to us, and may include rent and our allocable portion of the cost of certain of our officers and their respective staffs. We are responsible for reimbursing the Investment Adviser for due diligence and negotiation expenses, fees and expenses of custodians, administrators, transfer and distribution agents, counsel and directors, insurance, filings and registrations, proxy expenses, expenses of communications to investors, compliance expenses, interest, taxes, portfolio transaction expenses, costs of responding to regulatory inquiries and reporting to regulatory authorities, costs and expenses of preparing and maintaining our books and records, indemnification, litigation and other extraordinary expenses and such other expenses as are approved by the directors as being reasonably related to our organization, offering, capitalization, operation or administration and any portfolio investments, as applicable. The Adviser is not responsible for any of the foregoing expenses. The Fund may terminate each of the Advisory Agreement and Administration Agreement without penalty upon not less than 60 days’ written notice to the other party and the Adviser and the Administrator may terminate the Advisory Agreement or Administration Agreement, as applicable, without penalty upon not less than 120 days’ written notice to the other party. The Sub-Advisory Agreement may be

terminated as a whole at any time by the Fund without the payment of any penalty, upon the vote of a majority of the Board of Trustees

or a majority of the outstanding voting securities of the Fund or by the Investment Adviser or the Sub-Adviser, on 60 days’ written notice by either party to the other.

On June 3, 2022, the Fund entered into the Credit Facility, a $200 million revolving credit facility that matures on June 3, 2032 and generally bears interest at a floating rate. We cannot assure shareholders that we will be able to enter into any other credit facilities on favorable terms or at all. In connection with any other credit facilities or other borrowings, lenders may require us to pledge assets, commitments and/or drawdowns (and the ability to enforce the payment thereof) and may ask to comply with positive or negative covenants that could have an effect on our operations.

Distributions

Our dividends and distributions to shareholders, if any, are determined and declared by our Board of Trustees and are recorded on the ex-dividend date. Distributions are declared considering our estimate of annual taxable income available for distribution to shareholders and the amount of taxable income carried over from the prior year for distribution in the current year. We do not have a policy to pay distributions at a specific level and expect to continue to distribute substantially all of our taxable income. We cannot assure shareholders that they will receive any distributions or distributions at a particular level.

The following tables summarize the Fund’s dividends declared and paid for the ~~six~~nine months ended ~~June~~September 30, 2023:

Institutional Class Shares

Date Declared

Record Date

Payment Date

Type

Amount Per Share

Total Amount

Record Date

Payment Date

Type

Amount Per Share

Total Amount

January 30, 2023

February 27, 2023

Regular

0.17

890,298

January 30, 2023

February 27, 2023

Regular

0.17

890,298

February 15, 2023

February 22, 2023

March 27, 2023

Regular

0.18

1,012,545

February 22, 2023

March 27, 2023

Regular

0.18

1,012,545

March 24, 2023

March 29, 2023

April 26, 2023

Regular

0.20

1,181,081

March 29, 2023

April 26, 2023

Regular

0.20

1,181,081

April 25, 2023

April 27, 2023

May 26, 2023

Regular

0.21

1,304,322

April 27, 2023

May 26, 2023

Regular

0.21

1,304,322

May 26, 2023

May 30, 2023

June 27, 2023

Regular

0.21

1,340,292

May 30, 2023

June 27, 2023

Regular

0.21

1,340,292

June 30, 2023

July 26, 2023

Regular

0.21

1,379,449

June 30, 2023

July 26, 2023

Regular

0.21

1,379,449

July 27, 2023

July 28, 2023

August 28, 2023

Regular

0.21

1,429,513

August 31, 2023

August 30, 2023

September 26, 2023

Regular

0.22

1,588,580

September 29, 2023

October 26, 2023

Regular

0.22

1,715,730

1.18

7,107,987

1.83

11,841,810

Class S Shares

No Class S shares were outstanding during the ~~six~~nine months ended ~~June~~September 30, 2023.

Class D Shares

No Class D shares were outstanding during the ~~six~~nine months ended ~~June~~September 30, 2023.

Tax characteristics of any distributions are reported to shareholders on Form 1099-DIV or Form 1042-S after the end of the calendar year.

We have elected to be taxed as a RIC under Subchapter M of the Code. In order to maintain favorable RIC tax treatment, we must distribute annually to our shareholders at least 90% of our ordinary income and realized net short-term capital gains in excess of realized net long-term capital losses, if any, out of the assets legally available for distribution. In order to avoid certain excise taxes imposed on RICs, we must distribute during each calendar year an amount at least equal to the sum of:

•

98% of our ordinary income (not taking into account any capital gains or losses) for the calendar year;

•

98.2% of the amount by which our capital gains exceed our capital losses (adjusted for certain ordinary losses) for the one-year period generally ending on October 31 of the calendar year; and

•

certain undistributed amounts from previous years on which we paid no U.S. federal income tax.

We may, at our discretion, carry forward taxable income in excess of calendar year distributions and pay a 4% excise tax on this income. If we choose to do so, all other things being equal, this would increase expenses and reduce the amounts available to be distributed to our shareholders. We will accrue excise tax on estimated taxable income as required. In addition, although we currently intend to distribute realized net capital gains (i.e., net long-term capital gains in excess of short-term capital losses), if any, at least annually, out of the assets legally available for such distributions, we may in the future decide to retain such capital gains for investment.

We may not be able to achieve operating results that will allow us to make dividends and distributions at a specific level or to increase the amount of these dividends and distributions from time to time. Also, we may be limited in our ability to make dividends and distributions due to the asset coverage test applicable to us as a BDC under the 1940 Act and due to provisions in our existing and future credit facilities. If we do not distribute a certain percentage of our income annually, we will suffer adverse tax consequences,

including possible loss of favorable RIC tax treatment. In addition, in accordance with GAAP and tax regulations, we include in income certain amounts that we have not yet received in cash, such as PIK interest, which represents contractual interest added to the loan balance that becomes due at the end of the loan term, or the accrual of original issue or market discount. Since we may recognize income before or without receiving cash representing such income, we may have difficulty meeting the requirement to distribute at least 90% of our investment company taxable income to obtain tax benefits as a RIC and may be subject to an excise tax.

In order to satisfy the annual distribution requirement applicable to RICs, we have the ability to pay a large portion of a dividend in our common Shares instead of in cash. As long as a sufficient portion of such dividend is paid in cash (which portion can generally be as low as 20%) and certain requirements are met, the entire distribution would be treated as a dividend for U.S. federal income tax purposes.

Related Parties

We have entered into a number of business relationships with affiliated or related parties, including the following:

•

The Fund has entered into an Advisory Agreement with the Investment Adviser.

•

The Fund and the Investment Adviser have entered into the Sub-Advisory Agreement with the Sub-Adviser.

•

The Administrator provides us with administrative services necessary to conduct our day-to-day operations. For providing these services, facilities and personnel, the Administrator may be reimbursed by us for expenses incurred by the Administrator in performing its obligations under the Administration Agreement, including our allocable portion of the cost of certain of our officers and the Administrator’s administrative staff and providing, at our request and on our behalf, significant managerial assistance to our portfolio companies to which we are required to provide such assistance. The Administrator is an affiliate of the Adviser.

•

We have entered into a royalty-free license agreement with BlackRock and the Adviser, pursuant to which each of BlackRock and the Investment Adviser has agreed to grant us a non-exclusive, royalty-free license to use the name "BlackRock".

The Advisers and their affiliates, employees and associates currently do and, in the future, may manage other funds and accounts. The Advisers and their affiliates may determine that an investment is appropriate for us and for one or more of those other funds or accounts. Accordingly, conflicts may arise regarding the allocation of investments or opportunities among us and those accounts. In general, the Advisers will allocate investment opportunities pro rata among us and the other funds and accounts (assuming the investment satisfies the objectives of each) based on the amount of committed capital each then has available. The allocation of certain investment opportunities in private placements is subject to independent director approval pursuant to the terms of the co-investment exemptive order applicable to us. In certain cases, investment opportunities may be made other than on a pro rata basis. For example, we may desire to retain an asset at the same time that one or more other funds or accounts desire to sell it or we may not have additional capital to invest at a time the other funds or accounts do. If the Advisers are unable to manage our investments effectively, we may be unable to achieve our investment objective. In addition, the Advisers may face conflicts in allocating investment opportunities between us and certain other entities that could impact our investment returns. While our ability to enter into transactions with our affiliates is restricted under the 1940 Act, we have received an exemptive order from the SEC permitting certain affiliated investments subject to certain conditions. As a result, we may face conflict of interests and investments made pursuant to the exemptive order conditions which could in certain circumstances affect adversely the price paid or received by us or the availability or size of the position purchased or sold by us.

Recent Developments

On ~~July 3,~~October 2, 2023, the Fund accepted ~~$4,574,394~~$10,609,204 of additional subscriptions, to purchase ~~$4,574,394~~$10,609,204 of additional institutional shares, par value $0.001 per share. On ~~July 21,~~October 20, 2023, the number of shares being purchased was fixed when the purchase price of ~~$24.49~~$24.99 per share was determined by the Fund. As a result, the Fund issued ~~186,786~~424,538 shares and received ~~$4,574,394~~$10,609,204 in proceeds.

On ~~July 27,~~October 26, 2023, the Fund declared a regular distribution for its Institutional Shares in an amount of ~~$0.21~~$0.23 per share and a special distribution for its Institutional Shares in an amount of $0.10 per share. The distribution will be payable to shareholders of record at the close of business on ~~July 28,~~October 30, 2023 and will be paid on ~~August 28,~~November 27, 2023. The distribution will be paid in cash or reinvested in Fund shares for shareholders participating in the Fund's distribution reinvestment plan.

4547

Item 3. Quantitative and Qualitative Disclosures About Market Risk

We are subject to financial market risks, including changes in interest rates. At ~~June~~September 30, 2023, ~~99.7%~~99.8% of debt investments in our portfolio bore interest based on floating rates, such as LIBOR, SOFR, or the Prime Rate. The interest rates on such investments generally reset by reference to the current market index after one to six months. At ~~June~~September 30, 2023, the percentage of floating rate debt investments in our portfolio that were subject to an interest rate floor was ~~86.6%~~89.9%. Floating rate investments subject to a floor generally reset by reference to the current market index after one to six months only if the index exceeds the floor.

Interest rate sensitivity refers to the change in earnings that may result from changes in the level of interest rates. Because we fund a portion of our investments with borrowings, our net investment income is affected by the difference between the rate at which we invest and the rate at which we borrow. As a result, there can be no assurance that a significant change in market interest rates will not have a material adverse effect on our net investment income. We assess our portfolio companies periodically to determine whether such companies will be able to continue making interest payments in the event that interest rates increase. There can be no assurances that the portfolio companies will be able to meet their contractual obligations at any or all levels of increases in interest rates.

Based on our Consolidated Statement of Assets and Liabilities as of ~~June~~September 30, 2023, the following table shows the annual impact on net investment income (excluding the related incentive fee impact) of base rate changes in interest rates (considering interest rate floors for variable rate instruments and the fact that our assets and liabilities may not have the same base rate period as assumed in this table) assuming no changes in our investment and borrowing structure:

Basis Point Change

Net Investment Income

Net Investment Income Per Share

Up 300 basis points

$
4,704,194

$
0.72

Up 200 basis points

3,136,129

0.48

Up 100 basis points

1,568,065

0.24

Down 100 basis points

(1,568,065
)

(0.24
)
Down 200 basis points

(3,136,129
)

(0.48
)
Down 300 basis points

(4,704,194
)

(0.72
)


Basis Point Change	Net Investment Income			Net Investment Income Per Share
Up 300 basis points	$	5,837,811		$	0.75
Up 200 basis points		3,891,874			0.50
Up 100 basis points		1,945,937			0.25
Down 100 basis points		(1,945,937	)		(0.25	)
Down 200 basis points		(3,891,874	)		(0.50	)
Down 300 basis points		(5,837,811	)		(0.75	)

Item 4. Controls and Procedures

As of the period covered by this report, we, including our chief executive officer and chief financial officer, evaluated the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act). Based on our evaluation, our management, including the chief executive officer and chief financial officer, concluded that our disclosure controls and procedures were effective in timely alerting management, including the chief executive officer and chief financial officer, of material information about us required to be included in our periodic SEC filings. However, in evaluating the disclosure controls and procedures, management recognized that any controls and procedures, no matter how well designed and operated, are based upon certain assumptions about the likelihood of future events and can provide only reasonable assurance of achieving the desired control objectives, and management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures. There has not been any change in our internal controls over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) that occurred during the period covered by this report that has materially affected, or is reasonably likely to materially affect, our internal controls over financial reporting.

4648

Part II – Other Information

Item 1. Legal Proceedings

Although we may, from time to time, be involved in litigation arising out of our operations in the normal course of business or otherwise, as of ~~June~~September 30, 2023, we are currently not a party to any pending material legal proceedings.

Item 1A. Risk Factors

In addition to the other information set forth in this report, you should carefully consider the risk factor discussed below and the risk factors in our Annual Report on Form 10-K for the fiscal year ended December 31, 2022 (the “Annual Report”), which could materially affect our business, financial condition and/or operating results. The risks described in our Annual Report and discussed below are not the only risks facing us. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially and adversely affect our business, financial condition and/or operating results.

The U.S. and global capital markets are subject to systemic risk that could adversely affect our business, financial condition and results of operations.

Issuers, national and regional banks, financial institutions and other participants in the U.S. and global capital markets are closely interrelated as a result of credit, trading, clearing, technology and other relationships. A significant adverse development (such as a bank run, insolvency, bankruptcy or default) with one or more national or regional banks, financial institutions or other participants in the financial or capital markets may spread to others and lead to significant concentrated or market-wide problems (such as defaults, liquidity problems, impairment charges, additional bank runs and/or losses) for other participants in these markets. Future developments, including actions taken by the U.S. Department of Treasury, FDIC, Federal Reserve Board, and systemic risk in the U.S. and global banking sectors and broader economies in general, are difficult to assess and quantify, and the form and magnitude of such developments or other actions of the U.S. Department of Treasury, FDIC and Federal Reserve Board may remain unknown for significant periods of time and could have an adverse effect on the Company.

For example, in response to the rapidly declining financial condition of regional banks Silicon Valley Bank (“SVB”) and Signature Bank (“Signature”), the California Department of Financial Protection and Innovation (the “CDFPI”) and the New York State Department of Financial Services (the “NYSDFS”) closed SVB and Signature on March 10, 2023 and March 12, 2023, respectively, and the Federal Deposit Insurance Corporation (“FDIC”) was appointed as receiver for SVB and Signature. Although the U.S. Department of the Treasury, the Federal Reserve and the FDIC have taken measures to stabilize the financial system, uncertainty and liquidity concerns in the broader financial services industry remain. Additionally, should there be additional systemic pressure on the financial system and capital markets, we cannot assure you of the response of any government or regulator, and any response may not be as favorable to industry participants as the measures currently being pursued. In addition, highly publicized issues related to the U.S. and global capital markets in the past have led to significant and widespread investor concerns over the integrity of the capital markets. The current situation related to SVB and Signature could in the future lead to further rules and regulations for public companies, banks, financial institutions and other participants in the U.S. and global capital markets, and complying with the requirements of any such rules or regulations may be burdensome. Even if not adopted, evaluating and responding to any such proposed rules or regulations could results in increased costs and require significant attention from the Adviser.

Item 2. Unregistered Sales of Equity Securities, ~~and~~ Use of Proceeds, and Issuer Purchases of Equity Securities

~~None.~~Refer to our Current Reports on Form 8-K filed with the SEC on August 31, 2023 and September 29, 2023 for information about unregistered sales of our equity securities during the quarter.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

None.

Item 5. Other Information

During the three months ended ~~June~~September 30, 2023, no director or Section 16 officer of the Fund adopted or terminated a “Rule 10b5–1 trading arrangement” or “non-Rule 10b5–1 trading arrangement,” as each term is defined in Item 408 of Regulation S-K.

4749

Item 6. Exhibits

The following exhibits are filed as part of this report or hereby incorporated by reference to exhibits previously filed with the SEC:


Number		Description
3.1		Certificate of Trust of the Registrant(1)
3.2		Amended and Restated Agreement and Declaration of Trust of the Registrant~~(2)~~(1)
3.3		Second Amended and Restated Agreement and Declaration of Trust of the Registrant~~(1)~~(2)
3.4		Third Amended and Restated Agreement and Declaration of Trust of the Registrant~~(4)~~(3)
3.5		Fourth Amended and Restated Agreement and Declaration of Trust of the Registrant~~(5)~~(4)
3.6		~~By-Laws~~Bylaws of the Registrant~~(1)~~(2)
3.7		Amended and Restated Bylaws of the Registrant(2)
10.1		Credit and Security Agreement, dated June 3, 2022, among BlackRock Private Credit Fund Leverage I, LLC, PNC Bank, National Association, as Facility Agent, State Street Bank and Trust Company, as Collateral Agent and Custodian, and the lenders from time to time parties thereto~~(3)~~(5)
10.2		Amendment No. 1 to Credit and Security Agreement among BlackRock Private Credit Fund Leverage I, LLC and PNC Bank, National Association as revolving lender, term lender, facility agent and calculation agent(6)
31.1		Certification of Chief Executive Officer Pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934*
31.2		Certification of Chief Financial Officer Pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934*
32.1		Certification of Chief Executive Officer and Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (18 U. S. C. 1350)*
101.INS		Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because XBRL tags are embedded within the Inline XBRL document.
101.SCH		Inline XBRL Taxonomy Extension Schema Document
101.DEF		Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB		Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase Document
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

* Filed herewith.

(1)

Previously filed as an exhibit to Pre-Effective Amendment No. 1 to the Registrant’s Registration Statement on Form N-2 (File No. 333-262035) filed on April 14, 2022 and incorporated herein by reference.

(2)

Previously filed as an exhibit to Pre-Effective Amendment No. 2 to the Registrant’s Registration Statement on Form N-2 (File No. 333-262035) filed on May 20, 2022 and incorporated herein by reference.

~~(2)~~

(3)

~~Previously filed with the Registrant’s Form 8-K dated as of June 10, 2022 and incorporated herein by reference.~~

~~(4)~~

Previously filed as an exhibit to Post-Effective Amendment No. 1 to the Registrant’s Registration Statement on Form N-2 (File No. 333-262035) filed on August 30, 2022 and incorporated herein by reference.

~~(5)~~(4)

Previously filed with the Registrant’s Form 8-K dated as of November 2, 2022 and incorporated herein by reference.

(5)

Previously filed with the Registrant’s Form 8-K dated as of June 10, 2022 and incorporated herein by reference.

(6)

Previously filed with the Registrant’s Form 8-K dated as of September 11, 2023 and incorporated herein by reference.

4850

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, there unto duly authorized.

BlackRock Private Credit Fund


Date: ~~August 3,~~November 2, 2023	By:	/s/ Rajneesh Vig
	Name:	Rajneesh Vig
	Title:	Chief Executive Officer

Date: ~~August 3,~~November 2, 2023	By:	/s/ Erik L. Cuellar
	Name:	Erik L. Cuellar
	Title:	Chief Financial Officer

4951


Delaware	87-4655020
(State or Other Jurisdiction of Incorporation)	(IRS Employer Identification No.)

50 Hudson Yards
New York, New York	10001
(Address of Principal Executive Offices)	(Zip Code)


None	Not applicable	Not applicable
(Title of each class)	(Trading Symbol(s) )	(Name of each exchange where registered)


Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☐☒	Smaller Reporting company	☐
Emerging growth company	☒


	June 30, 2023		December 31, 2022			September 30, 2023		December 31, 2022
	(Unaudited)					(Unaudited)
Assets
Investments, at fair value:
Non-controlled, non-affiliated investments (cost of $249,582,238 and $210,903,951, respectively)	$	249,069,857	$	207,554,379
Total investments (cost of $249,582,238 and $210,903,951, respectively)		249,069,857		207,554,379
Non-controlled, non-affiliated investments (cost of $328,004,212 and $210,903,951, respectively)						$	329,870,687	$	207,554,379
Total investments (cost of $328,004,212 and $210,903,951, respectively)							329,870,687		207,554,379

Cash and cash equivalents		15,333,805		17,633,729			19,422,661		17,633,729
Interest, dividends and fees receivable		1,850,527		1,265,323			2,264,246		1,265,323
Deferred debt issuance costs		1,704,607		1,779,632			1,656,516		1,779,632
Receivable for investments sold		1,121,648		22,548			68,114		22,548
Prepaid expenses and other assets		244,319		283,390			437,857		283,390
Total assets		269,324,763		228,539,001			353,720,081		228,539,001

Liabilities
Debt		99,000,000		95,000,000			142,000,000		95,000,000
Contribution received in advance		4,574,394		4,950,000			10,609,204		4,950,000
Distribution payable		1,379,449		1,440,887			1,715,730		1,440,887
Interest and debt related payables		1,360,240		1,090,190			1,702,168		1,090,190
Payable for investments purchased		190,897		7,174,463			382,180		7,174,463
Reimbursements due to the Investment Adviser		108,675		48,566			163,213		48,566
Accrued expenses and other liabilities		1,870,570		1,149,618			2,235,947		1,149,618
Total liabilities	$	108,484,225	$	110,853,724		$	158,808,442	$	110,853,724

Commitments and contingencies (Note 5)

Net assets	$	160,840,538	$	117,685,277		$	194,911,639	$	117,685,277

Composition of net assets applicable to common shareholders
Common shares of beneficial interest, $0.001 par value; 6,568,807 and 4,968,576 shares issued and outstanding as of June 30, 2023 and December 31, 2022, respectively	$	6,567	$	4,969
Common shares of beneficial interest, $0.001 par value; 7,798,773 and 4,968,576 shares issued and outstanding as of September 30, 2023 and December 31, 2022, respectively						$	7,797	$	4,969
Paid-in capital in excess of par		159,093,443		120,449,278			189,521,396		120,449,278
Distributable earnings (loss)		1,740,528		(2,768,970	)		5,382,446		(2,768,970	)
Total net assets		160,840,538		117,685,277			194,911,639		117,685,277
Total liabilities and net assets	$	269,324,763	$	228,539,001		$	353,720,081	$	228,539,001

Net assets per share	$	24.49	$	23.69		$	24.99	$	23.69


	Three Months Ended June 30,						Six Months Ended June 30,			For the Period from March 18, 2022 (Inception) to June 30,			Three Months Ended September 30,						Nine Months Ended September 30,			For the Period from March 18, 2022 (Inception) to September 30,
	2023			2022			2023			2022			2023			2022			2023			2022
Investment income
Interest income:
Non-controlled, non-affiliated investments	$	7,257,646		$	202,934		$	13,321,204		$	202,934		$	8,856,837		$	2,632,964		$	22,178,041		$	2,835,898
Total investment income		7,257,646			202,934			13,321,204			202,934			8,856,837			2,632,964			22,178,041			2,835,898

Operating expenses
Interest and other debt expenses		1,773,412			13,960			3,384,602			13,960			2,145,663			851,725			5,530,265			865,685
Incentive fees		611,662			—			1,575,589			—			740,028			—			2,315,617			—
Management fees		466,719			—			863,876			—			529,792			195,233			1,393,668			247,316
Administrative expenses		286,708			52,604			576,255			52,604			294,091			258,642			870,346			311,246
Professional fees														258,351			134,810			400,931			185,524
Director fees		74,625			25,125			143,750			25,125			60,125			76,875			203,875			102,000
Professional fees		71,365			50,714			142,580			50,714
Custody fees		49,764			8,469			96,817			8,469			59,446			29,339			156,263			37,808
Insurance expense		7,233			14,548			14,466			14,548			7,234			7,641			21,700			22,189
Other operating expenses		101,241			11,557			180,629			11,557			111,705			41,942			292,334			53,499
Total operating expenses, before management fee and incentive fee waivers		3,442,729			176,977			6,978,564			176,977			4,206,435			1,596,207			11,184,999			1,825,267
Management fee and incentive fee waivers		(1,078,381	)		—			(2,439,465	)		—			(1,269,820	)		(195,233	)		(3,709,285	)		(247,316	)
Total operating expenses, net of management fee and incentive fee waivers		2,364,348			176,977			4,539,099			176,977			2,936,615			1,400,974			7,475,714			1,577,951

Net investment income		4,893,298			25,957			8,782,105			25,957			5,920,222			1,231,990			14,702,327			1,257,947

Realized and unrealized gain (loss) on investments and foreign currency
Net realized gain (loss):
Non-controlled, non-affiliated investments		21,027			—			(1,811	)		—			76,663			—			74,852			—
Net realized gain (loss)		21,027			—			(1,811	)		—			76,663			—			74,852			—

Net change in unrealized appreciation (depreciation):
Non-controlled, non-affiliated investments		775,038			(3,053,146	)		2,837,191			(3,053,146	)		2,378,856			(168,778	)		5,216,047			(3,221,924	)
Net change in unrealized appreciation (depreciation)		775,038			(3,053,146	)		2,837,191			(3,053,146	)		2,378,856			(168,778	)		5,216,047			(3,221,924	)

Net realized and unrealized gain (loss)		796,065			(3,053,146	)		2,835,380			(3,053,146	)		2,455,519			(168,778	)		5,290,899			(3,221,924	)

Net increase (decrease) in net assets resulting from operations	$	5,689,363		$	(3,027,189	)	$	11,617,485		$	(3,027,189	)	$	8,375,741		$	1,063,212		$	19,993,226		$	(1,963,977	)

Basic and diluted earnings (loss) per share (1)	$	0.89		$	(1.51	)	$	1.98		$	(1.51	)	$	1.15		$	0.40		$	3.13		$	(1.11	)

Basic and diluted weighted average common shares outstanding		6,387,347			2,000,000			5,989,898			2,000,000			7,269,911			2,877,660			6,421,258			1,649,973


☒	Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934


☐	Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934


Part I.	Financial Information

Item 1.	Consolidated Financial Statements

	Consolidated Statements of Assets and Liabilities as of ~~June~~September 30, 2023 (Unaudited) and December 31, 2022	3

	Consolidated Statements of Operations for the three months ended ~~June~~September 30, 2023 and 2022 (Unaudited) and ~~six~~nine months ended ~~June~~September 30, 2023 (Unaudited) and for the period from March 18, 2022 (Inception) to ~~June~~September 30, 2022 (Unaudited)	4

	Consolidated Statements of Changes in Net Assets for the three and ~~six~~nine months ended ~~June~~September 30, 2023 (Unaudited) and for the three months ended ~~June~~September 30, 2022 and for the period from March 18, 2022 (Inception) to ~~June~~September 30, 2022 (Unaudited)	5

	Consolidated Statements of Cash Flows for the ~~six~~nine months ended ~~June~~September 30, 2023 (Unaudited) and for the period from March 18, 2022 (Inception) to ~~June~~September 30, 2022 (Unaudited)	6

	Consolidated Schedules of Investments as of ~~June~~September 30, 2023 (Unaudited) and December 31, 2022	7

	Notes to Consolidated Financial Statements (Unaudited)	1719

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	3436

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	4648

Item 4.	Controls and Procedures	4648

Part II.	Other Information

Item 1.	Legal Proceedings	4749

Item 1A.	Risk Factors	4749

Item 2.	Unregistered Sales of Equity Securities, ~~and~~ Use of Proceeds, and Issuer Purchases of Equity Securities	4749

Item 3.	Defaults upon Senior Securities	4749

Item 4.	Mine Safety Disclosures	4749

Item 5.	Other Information	4749

Item 6.	Exhibits	4850


	Common Shares				Paid in Capital		Distributable			Total Net			Common Shares					Paid in Capital		Distributable			Total Net
	Shares		Par Amount		in Excess of Par		Earnings (loss)			Assets			Shares		Par Amount			in Excess of Par		Earnings (loss)			Assets
Balance at December 31, 2022		4,968,576	$	4,969	$	120,449,278	$	(2,768,970	)	$	117,685,277			4,968,576	$	4,969		$	120,449,278	$	(2,768,970	)	$	117,685,277
Institutional Class:
Issuance of common shares in private offerings		803,632		803		19,380,847		—			19,381,650			803,632		803			19,380,847		—			19,381,650
Issuance of common shares from dividend reinvestment plan		133,196		133		3,197,590		—			3,197,723			133,196		133			3,197,590		—			3,197,723
Net investment income		—		—		—		3,888,807			3,888,807			—		—			—		3,888,807			3,888,807
Net realized and unrealized gain (loss)		—		—		—		2,039,315			2,039,315			—		—			—		2,039,315			2,039,315
Dividends paid to common shareholders		—		—		—		(3,083,924	)		(3,083,924	)		—		—			—		(3,083,924	)		(3,083,924	)
Balance at March 31, 2023		5,905,404	$	5,905	$	143,027,715	$	75,228		$	143,108,848			5,905,404	$	5,905		$	143,027,715	$	75,228		$	143,108,848

Institutional Class:																	��
Issuance of common shares in private offerings		518,381		517		12,553,825		—			12,554,342			518,381		517			12,553,825		—			12,554,342
Issuance of common shares from dividend reinvestment plan		145,022		145		3,511,903		—			3,512,048			145,022		145			3,511,903		—			3,512,048
Net investment income		—		—		—		4,893,298			4,893,298			—		—			—		4,893,298			4,893,298
Net realized and unrealized gain (loss)		—		—		—		796,065			796,065			—		—			—		796,065			796,065
Dividends paid to common shareholders				—		—		(4,024,063	)		(4,024,063	)				—			—		(4,024,063	)		(4,024,063	)
Balance at June 30, 2023		6,568,807	$	6,567	$	159,093,443	$	1,740,528		$	160,840,538			6,568,807	$	6,567		$	159,093,443	$	1,740,528		$	160,840,538

Institutional Class:
Issuance of common shares in private offerings														1,067,541		1,068			26,416,758		—			26,417,826
Issuance of common shares from dividend reinvestment plan														162,425		162			4,011,195		—			4,011,357
Net investment income														—		—			—		5,920,222			5,920,222
Net realized and unrealized gain (loss)														—		—			—		2,455,519			2,455,519
Dividends paid to common shareholders																—			—		(4,733,823	)		(4,733,823	)
Balance at September 30, 2023														7,798,773	$	7,797		$	189,521,396	$	5,382,446		$	194,911,639