Item 1.01 Entry Into a Material Definitive Agreement.
On March 3, 2021, BCRED Summit Peak Funding LLC (“Summit Peak”), a wholly-owned subsidiary of Blackstone Private Credit Fund (the “Fund”), entered into a senior secured revolving credit facility (the “Revolving Credit Facility”) with Société Générale (“SG”). SG serves as agent, Wilmington Trust, National Association, serves as collateral agent, custodian and collateral administrator and the Fund serves as servicer under the Revolving Credit Facility.
Advances used to finance the purchase or origination of broadly syndicated loans under the Revolving Credit Facility initially bear interest at a blended per annum rate adjusted monthly based on the proportion of the broadly syndicated loans in the portfolio to the proportion of middle market loans in the portfolio, with the rate attributable to broadly syndicated loans equal to the three-month London Interbank Offered Rate in effect (“LIBOR”) plus the applicable margin of 1.50% per annum, and the rate attributable to middle market loans equal to LIBOR plus the applicable margin of 2.15% per annum, and with such blended rate subject to a floor of LIBOR plus 2.00% per annum.
The initial principal amount of the Revolving Credit Facility is $500 million. Proceeds from borrowings under the Revolving Credit Facility may be used to fund portfolio investments by Summit Peak and to make advances under revolving loans or delayed draw term loans where Summit Peak is a lender. All amounts outstanding under the Revolving Credit Facility must be repaid by the date that is five years after the closing date of the Revolving Credit Facility.
Summit Peak’s obligations to the lenders under the Revolving Credit Facility are secured by a first priority security interest in all of Summit Peak’s portfolio investments and cash. The obligations of Summit Peak under the Revolving Credit Facility are non-recourse to the Fund, and the Fund’s exposure under the Revolving Credit Facility is limited to the value of the Fund’s investment in Summit Peak.
In connection with the Revolving Credit Facility, Summit Peak has made certain customary representations and warranties and is required to comply with various covenants, reporting requirements and other customary requirements for similar facilities. The Revolving Credit Facility contains customary events of default for similar financing transactions, including if a change of control of Summit Peak occurs. Upon the occurrence and during the continuation of an event of default, SG may declare the outstanding advances and all other obligations under the Revolving Credit Facility immediately due and payable. The occurrence of an event of default (as described above) triggers a requirement that Summit Peak obtain the consent of SG prior to entering into any sale or disposition with respect to portfolio investments.
The foregoing description is only a summary of the material provisions of the Revolving Credit Facility and is qualified in its entirety by reference to a copy of the Revolving Credit Facility, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated by reference herein.
Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off Balance Sheet Arrangement of a Registrant.
The information required by Item 2.03 contained in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.
2
