Blackstone BGSL SC 13D/A Blackstone Private Credit Fund / Blackstone BDC ownership change

Blackstone BGSL SC 13D/ABlackstone Private Credit Fund / Blackstone BDC ownership change

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 2)*

Blackstone Private Credit Fund

(Name of Issuer)

Class I Common Shares of Beneficial Interest

(Title of Class of Securities)

09261H 305

(CUSIP Number)

John G. Finley

The Blackstone Group Inc.

345 Park Avenue

New York, NY 10154

(212) 583-5000

Marisa Beeney

Blackstone Alternative Credit Advisors LP

345 Park Avenue

New York, NY 10154

(212) 503-2100

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

January 7, 2021

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box: ☐

NOTE: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

*	The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

SCHEDULE 13D

CUSIP No. 09261H 305


1		NAMES OF REPORTING PERSONS Blackstone BDC Holdings LLC
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) ☐ (b) ☒
3		SEC USE ONLY
4		SOURCE OF FUNDS (See Instructions) OO
5		CHECK IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION Delaware

SCHEDULE 13D

CUSIP No. 09261H 305


1		NAMES OF REPORTING PERSONS Blackstone Alternative Credit Advisors LP (f/k/a GSO Capital Partners LP)
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) ☐ (b) ☒
3		SEC USE ONLY
4		SOURCE OF FUNDS (See Instructions) OO
5		CHECK IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION Delaware

SCHEDULE 13D

CUSIP No. 09261H 305


1		NAMES OF REPORTING PERSONS GSO Advisor Holdings L.L.C.
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) ☐ (b) ☒
3		SEC USE ONLY
4		SOURCE OF FUNDS (See Instructions) OO
5		CHECK IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION Delaware

SCHEDULE 13D

CUSIP No. 09261H 305


1		NAMES OF REPORTING PERSONS Blackstone Holdings I L.P.
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) ☐ (b) ☒
3		SEC USE ONLY
4		SOURCE OF FUNDS (See Instructions) OO
5		CHECK IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION Delaware

SCHEDULE 13D

CUSIP No. 09261H 305


1		NAMES OF REPORTING PERSONS Blackstone Holdings I/II GP L.L.C.
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) ☐ (b) ☒
3		SEC USE ONLY
4		SOURCE OF FUNDS (See Instructions) OO
5		CHECK IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION Delaware

SCHEDULE 13D

CUSIP No. 09261H 305


1		NAMES OF REPORTING PERSONS The Blackstone Group Inc.
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) ☐ (b) ☒
3		SEC USE ONLY
4		SOURCE OF FUNDS (See Instructions) OO
5		CHECK IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION Delaware

SCHEDULE 13D

CUSIP No. 09261H 305


1		NAMES OF REPORTING PERSONS Blackstone Group Management L.L.C.
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) ☐ (b) ☒
3		SEC USE ONLY
4		SOURCE OF FUNDS (See Instructions) OO
5		CHECK IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION Delaware

SCHEDULE 13D

CUSIP No. 09261H 305


1		NAMES OF REPORTING PERSONS Stephen A. Schwarzman
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) ☐ (b) ☒
3		SEC USE ONLY
4		SOURCE OF FUNDS (See Instructions) OO
5		CHECK IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION United States of America

This Amendment No. 2 (“Amendment No. 2”) to Schedule 13D relates to the Class I Common Shares of Beneficial Interest (the “Class I Shares”) of Blackstone Private Credit Fund, a Delaware statutory trust (the “Issuer”), and amends the initial statement on Schedule 13D filed on November 2, 2020, as amended by Amendment No. 1 to the Schedule 13D filed on December 8, 2020 (as amended, the “Schedule 13D”). This Amendment reflects, among other things, that GSO Capital Partners LP changed its name to Blackstone Alternative Credit Advisors LP. Capitalized terms used but not defined in this Amendment No. 2 shall have the same meanings ascribed to them in the Schedule 13D. Except as specifically provided herein, this Amendment No. 2 does not modify any of the information previously reported in the Schedule 13D.

Item 3. Source and Amount of Funds or Other Consideration

On January 7, 2021, BDC Holdings purchased 997,940 Class I Shares directly from the Issuer at a purchase price of $25 per share. The acquisition of such Class I Shares was funded by capital contributions of the members of BDC Holdings.

Item 5. Interest in Securities of the Issuer.

(a) and (b) Calculations of the percentage of the shares of Class I Shares beneficially owned assumes that there were 29,809,301 Class I Shares outstanding as of January 7, 2021, based on information provided by Issuer.

The aggregate number and percentage of Class I Shares beneficially owned by each Reporting Person and, for each Reporting Person, the number of securities as to which there is sole power to vote or to direct the vote, shared power to vote or to direct the vote, sole power to dispose or to direct the disposition, or shared power to dispose or to direct the disposition are set forth on rows 7 through 11 and row 13 of the cover pages of this Schedule 13D and are incorporated herein by reference.

As of the date hereof, BDC Holdings directly owns all 1,000,000 issued and outstanding Class I Shares, representing 3.4% of the total amount of the outstanding Class I Shares.

Blackstone Alternative Credit Advisors LP is the managing member of BDC Holdings. GSO Advisor Holdings L.L.C. is a special limited partner of Blackstone Alternative Credit Advisors LP with investment and voting power over the securities beneficially owned by Blackstone Alternative Credit Advisors LP. Blackstone Holdings I L.P. is the sole member of GSO Advisor Holdings L.L.C. Blackstone Holdings I/II GP L.L.C. is the general partner of Blackstone Holdings I L.P. The Blackstone Group Inc. is the sole member of Blackstone Holdings I/II GP L.L.C. Blackstone Group Management L.L.C. is the sole holder of the Class C common stock of The Blackstone Group Inc. Blackstone Group Management L.L.C. is wholly-owned by Blackstone’s senior managing directors and controlled by its founder, Stephen A. Schwarzman.

Each such Reporting Person may be deemed to beneficially own the Class I Shares beneficially owned by BDC Holdings, but neither the filing of this Schedule 13D nor any of its contents shall be deemed to constitute an admission that any Reporting Person (other than BDC Holdings to the extent it directly holds Issuer securities reported herein) is the beneficial owner of the Class I Shares referred to herein for purposes of Section 13(d) of the Exchange Act, or for any other purpose, and each of the Reporting Persons (other than BDC Holdings to the extent it directly holds Issuer securities reported herein) expressly disclaims beneficial ownership of such Class I Shares.

Any beneficial ownership of shares of Class I Shares by any of the persons listed on Schedule I is set forth on Schedule I attached hereto.

(c) Other than as reported in this Schedule 13D, none of the Reporting Persons or, to the best knowledge of the Reporting Persons, any other person named in Schedule I, has effected any transaction in the past 60 days in Class I Shares.

(d) To the best knowledge of the Reporting Persons, no person other than the Reporting Persons, or the partners, members, affiliates or shareholders of the Reporting Persons, has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the securities beneficially owned by the Reporting Persons identified in this Item 5.

(e) As of January 7, 2021, the Reporting Persons ceased to beneficially own more than five percent of the outstanding Class I Shares.

SIGNATURES

After reasonable inquiry and to the best of its or his knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated: January 11, 2021


BLACKSTONE BDC HOLDINGS LLC
By: Blackstone Alternative Credit Advisors LP, its managing member

By:		/s/ Marisa Beeney
Name:		Marisa Beeney
Title:		Authorized Signatory

BLACKSTONE ALTERNATIVE CREDIT ADVISORS LP

By:		/s/ Marisa Beeney
Name:		Marisa Beeney
Title:		Authorized Signatory

GSO ADVISOR HOLDINGS L.L.C.
By: Blackstone Holdings I L.P., its sole member
By: Blackstone Holdings I/II GP L.L.C., its general partner

By:		/s/ Tabea Y. Hsi
Name:		Tabea Y. Hsi
Title:		Senior Managing Director

BLACKSTONE HOLDINGS I L.P.
By: Blackstone Holdings I/II GP L.L.C., its general partner

By:		/s/ Tabea Y. Hsi
Name:		Tabea Y. Hsi
Title:		Senior Managing Director

BLACKSTONE HOLDINGS I/II GP L.L.C.

By:		/s/ Tabea Y. Hsi
Name:		Tabea Y. Hsi
Title:		Senior Managing Director

THE BLACKSTONE GROUP INC.

By:		/s/ Tabea Y. Hsi
Name:		Tabea Y. Hsi
Title:		Senior Managing Director


BLACKSTONE GROUP MANAGEMENT L.L.C.

By:		/s/ Tabea Y. Hsi
Name:		Tabea Y. Hsi
Title:		Senior Managing Director

STEPHEN A. SCHWARZMAN

/s/ Stephen A. Schwarzman

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH

SOLE VOTING POWER

1,000,000

SHARED VOTING POWER

0

SOLE DISPOSITIVE POWER

1,000,000

SHARED DISPOSITIVE POWER

0