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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): January 30, 2025
 
 
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,
NY
 
10154
(Address of principal executive offices)
 
(Zip Code)
Registrant’s telephone number, including area code: (212)
503-2100
None
(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:
 
Title of each class
 
Trading
Symbol(s)
 
Name of each exchange
on which registered
None   None   None
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 8.01.
Other Events.
On January 30, 2025, Blackstone Private Credit Fund (the “
Fund
”) priced a public offering of $150,000,000 aggregate principal amount of 7.300% notes due 2028 (the “
New Notes
”). The New Notes will be issued pursuant to that certain Indenture, dated as of September 15, 2021 (as may be further amended, supplemented or otherwise modified from time to time, the “
Base Indenture
”), as supplemented by the Eleventh Supplemental Indenture (the “
Eleventh Supplemental Indenture
” and, together with the Base Indenture, the “
Indenture
”), between the Fund and U.S. Bank Trust Company, National Association (the “
Trustee
”). The New Notes are a further issuance of the 7.300% Notes due 2028 that the Fund issued on November 27, 2023 in the aggregate principal amount of $500,000,000 (the “
Existing Notes
” and, together with the New Notes, the “
Notes
”). The New Notes will be treated as a single series with the Existing Notes under the Indenture governing the Notes and will have the same terms as the Existing Notes (except the issue date, public offering price and initial interest payment date). Upon the issuance of the New Notes, the outstanding aggregate principal amount of the 7.300% Notes due 2028 will be $650,000,000. The New Notes will mature on November 27, 2028. The New Notes may be redeemed in whole or in part at the Fund’s option at any time at par value plus a “make-whole” premium. The offering is expected to close on February 6, 2024, subject to customary closing conditions.
The Fund expects to use the net proceeds of the offering for general corporate purposes of the Fund and its subsidiaries.
This announcement does not constitute an offer to sell or a solicitation of an offer to buy any of the Notes, nor shall there be any offer, solicitation or sale in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful.
The Notes are being offered and sold pursuant to an effective Registration Statement on Form
N-2ASR
(File
No. 333-284601),
the preliminary prospectus supplement and the pricing term sheet, each filed with the United States Securities and Exchange Commission on January 30, 2025.
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This report contains forward-looking statements about the Fund’s business, including, in particular, statements about the Fund’s plans, strategies and objectives. You can generally identify forward-looking statements by the Fund’s use of forward-looking terminology such as “may,” “will,” “expect,” “intend,” “anticipate,” “estimate,” “believe,” “continue” or other similar words. These statements include the Fund’s plans and objectives for future operations (including plans and objectives relating to future growth and availability of funds), expectations for current or future investments, and expectations for market and other macroeconomic trends, and are based on current expectations that involve numerous risks and uncertainties. Assumptions relating to these statements involve judgments with respect to, among other things, future economic, competitive and market conditions and future business decisions, all of which are difficult or impossible to accurately predict and many of which are beyond the Fund’s control. Although the Fund believes the assumptions underlying the forward-looking statements, and the forward-looking statements themselves, are reasonable, any of the assumptions could be inaccurate and, therefore, there can be no assurance that these forward-looking statements will prove to be accurate and the Fund’s actual results, performance and achievements may be materially different from that expressed or implied by these forward-looking statements. In light of the significant uncertainties inherent in these forward-looking statements, the inclusion of this information should not be regarded as a representation by the Fund or any other person that the Fund’s objectives and plans, which the Fund considers to be reasonable, will be achieved.
You should carefully review the “Risk Factors” section of the Fund’s prospectus, its most recent annual report on Form
10-K
and any updates in its quarterly reports on Form
10-Q
for a discussion of the risks and uncertainties that the Fund believes are material to its business, operating results, prospects and financial condition. Except as otherwise required by federal securities laws, the Fund does not undertake to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, 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 3, 2025     By:  
/s/ Oran Ebel
      Oran Ebel
      Chief Legal Officer and Secretary