UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): February 22, 2022
Blackstone Private Credit Fund
(Exact name of Registrant as specified in its charter)
Delaware | 814-01358 | 84-7071531 | ||
(State or other jurisdiction of incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) | ||
345 Park Avenue, 31st Floor New York, New York | 10154 | |||
(Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code): (212) 503-2100
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act: None
Title of each class | Trading Symbol(s) | Name of each exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 3.02. | Unregistered Sale of Equity Securities. |
As of February 1, 2022, Blackstone Private Credit Fund (the “Fund”) sold unregistered Class I common shares of beneficial interest (with the final number of shares being determined on February 22, 2022) to feeder vehicles primarily created to hold the Fund’s Class I shares. The offer and sale of these Class I shares was exempt from the registration provisions of the Securities Act of 1933, as amended, pursuant to Section 4(a)(2) and/or Regulation S thereunder (the “Private Offering”). The following table details the shares sold:
Date of Unregistered Sale | Amount of Class I Common Shares | Consideration | ||||||
As of February 1, 2022 (number of shares finalized on February 22, 2022) | 34,806,260 | $ | 902,526,333 |
Item 5.03. | Amendments to Articles of Incorporation or Bylaws. |
On February 23, 2022, the Board of Trustees (the “Board”) of the Fund adopted the Second Amended and Restated Declaration of Trust (the “Second Amended and Restated Declaration of Trust”). The Second Amended and Restated Declaration of Trust, among other items, provides that the Fund’s trustees may be removed, with or without cause, by the vote of the holders of a majority of shares then entitled to vote.
The Second Amended and Restated Declaration of Trust will become effective immediately.
The foregoing description is only a summary of the material provisions of the Second Amended and Restated Declaration of Trust and is qualified in its entirety by reference to a copy of the Second Amended and Restated Declaration of Trust, which is filed as Exhibit 3.1 to this Current Report on Form 8-K and incorporated by reference herein.
Item 7.01. | Regulation FD Disclosure. |
February 2022 Distributions
On February 23, 2022, the Fund declared distributions for each class of its common shares of beneficial interest (the “Shares”) in the amount per share set forth below:
Gross Distribution | Stockholder Servicing Fee | Net Distributions | ||||||||||
Class I Common Shares | $ | 0.1740 | $ | 0.0000 | $ | 0.1740 | ||||||
Class S Common Shares | $ | 0.1740 | $ | 0.0184 | $ | 0.1556 | ||||||
Class D Common Shares | $ | 0.1740 | $ | 0.0054 | $ | 0.1686 |
The distributions for each class of Shares are payable to shareholders of record as of the open of business on February 28, 2022 and will be paid on or about March 25, 2022. These distributions will be paid in cash or reinvested in shares of the Fund’s Shares for shareholders participating in the Fund’s distribution reinvestment plan.
Item 8.01. | Other Events. |
Net Asset Value
The net asset value (“NAV”) per share of each class of the Fund as of January 31, 2022, as determined in accordance with the Fund’s valuation policy, is set forth below.
NAV as of January 31, 2022 | ||||
Class I Common Shares | $ | 25.93 | ||
Class S Common Shares | $ | 25.93 | ||
Class D Common Shares | $ | 25.93 |
As of January 31, 2022, the Fund’s aggregate NAV was $14.4 billion, the fair value of its investment portfolio was $32.6 billion and it had $18.2 billion of debt outstanding (at principal). The average debt-to-equity leverage ratio during January 2022 was approximately 1.24 times. As of January 31, 2022, the Fund had $24.3 billion in committed debt capacity, with 69% in secured floating rate leverage and 31% in unsecured fixed rate leverage based on drawn amounts. The Fund’s leverage sources are in the form of a corporate revolver (3%), asset-based credit facilities (52%), unsecured bonds (31%), secured short term indebtedness (4%%) and collateralized loan obligation (CLO) notes (10%) based on drawn amounts.
Status of Offering
The Fund is currently publicly offering on a continuous basis up to $12.5 billion in Shares (the “Offering”). Additionally, the Fund has sold unregistered shares as part of the Private Offering. The following table lists the Shares issued and total consideration for both the Offering and the Private Offering as of the date of this filing. The Fund intends to continue selling Shares in the Offering and the Private Offering on a monthly basis.
Common Shares Issued | Total Consideration | |||||||||||
Offering: | ||||||||||||
Class I Common Shares | 102,159,717 | $ | 2.6 billion | |||||||||
Class S Common Shares | 168,459,615 | $ | 4.3 billion | |||||||||
Class D Common Shares | 23,512,613 | $ | 0.6 billion | |||||||||
Private Offering: | ||||||||||||
Class I Common Shares | 320,665,630 | $ | 8.2 billion | |||||||||
Class S Common Shares | — | — | ||||||||||
Class D Common Shares | — | — | ||||||||||
Total Offering and Private Offering * | 614,797,574 | $ | 15.8 billion |
* | Amounts may not sum due to rounding. |
Recent Blackstone Credit Transaction Highlights(1)
Pharma Intelligence
In February 2022, Blackstone Credit committed to lead a first lien senior secured financing package to support Warburg Pincus’ carveout of Pharma Intelligence from Informa PLC. Pharma Intelligence is a leading provider of global pharma and life sciences analytics, offering clinical trial insights and real-time information on 375,000+ trials and 90,000+ drugs. Blackstone Credit’s ability to serve as lead lender and commit in scale under quick timing provided Warburg Pincus with certainty of financing for their bid. Blackstone Credit was also able to leverage its previous investment experience in the Healthcare and Life Sciences industries throughout the underwriting process.
(1) | The information provided, including dollar amounts, represents the aggregated investment of all participating Blackstone Credit vehicles, including the Fund. The final dollar amount of the Fund’s portion of the investment will be determined and disclosed in the Fund’s future periodic reports. |
Item 9.01. | Financial Statements and Exhibits |
(d) Exhibit
Exhibit No. | Description | |
3.1 | Second Amended and Restated Declaration of Trust, dated as of February 23, 2022. |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
BLACKSTONE PRIVATE CREDIT FUND | ||||||
Date: February 23, 2022 | By: | /s/ Marisa J. Beeney | ||||
Name: | Marisa J. Beeney | |||||
Title: | Chief Compliance Officer, Chief Legal Officer and Secretary |