UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_____________________________________________________________________________________________________________________________________________________

FORM 10-Q

_____________________________________________________________________________________________________________________________________________________

(Mark One)

x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2024

OR

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from  __________  to __________

Commission File Number 814-01358

_____________________________________________________

Blackstone Private Credit Fund

(Exact name of Registrant as specified in its Charter)

_____________________________________________________

Delaware	84-7071531
(State or other jurisdiction of incorporation or organization)	(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

N/A

(Former name, former address and former fiscal year, if changed since last report)

________________________

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: (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 (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  x    No  ¨

Indicate by check mark whether the Registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the Registrant was required to submit such files).    Yes  x   No  ¨

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act:

Large accelerated filer	o	Accelerated filer	o
Non-accelerated filer	x	Smaller reporting company	o
		Emerging growth company	o

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.  ¨

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

The number of shares of Registrant’s common shares of beneficial interest (“Common Shares”), $0.01 par value per share, outstanding as of August 9, 2024 was 902,518,227, 447,705,666 and 20,320,307 of Class I, Class S and Class D common shares, respectively. Common shares outstanding exclude August 1, 2024 subscriptions since the issuance price is not yet finalized at this time.

Table of Contents

		Page
PART I	FINANCIAL INFORMATION
Item 1.	Financial Statements
	Condensed Consolidated Statements of Assets and Liabilities as of June 30, 2024 and December 31, 2023 (Unaudited)	4
	Condensed Consolidated Statements of Operations for the three and six months ended June 30, 2024 and 2023 (Unaudited)	6
	Condensed Consolidated Statements of Changes in Net Assets for the three and six months ended June 30, 2024 and 2023 (Unaudited)	7
	Condensed Consolidated Statements of Cash Flows for the six months ended June 30, 2024 and 2023 (Unaudited)	8
	Condensed Consolidated Schedules of Investments as of June 30, 2024 and December 31, 2023 (Unaudited)	10
	Notes to Condensed Consolidated Financial Statements (Unaudited)	83
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	202
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	216
Item 4.	Controls and Procedures	217
PART II	OTHER INFORMATION
Item 1.	Legal Proceedings	218
Item 1A.	Risk Factors	218
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	218
Item 3.	Defaults Upon Senior Securities	218
Item 4.	Mine Safety Disclosures	218
Item 5.	Other Information	219
Item 6.	Exhibits	220
Signatures

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

This report contains forward-looking statements that involve substantial risks and uncertainties. Such statements involve known and unknown risks, uncertainties and other factors and undue reliance should not be placed thereon. These forward-looking statements are not historical facts, but rather are based on current expectations, estimates and projections about Blackstone Private Credit Fund (together, with its consolidated subsidiaries, the “Company,” “we,” “us” or “our”), our current and prospective portfolio investments, our industry, our beliefs and opinions, and our assumptions. Words such as “anticipates,” “expects,” “intends,” “plans,” “will,” “may,” “continue,” “believes,” “seeks,” “estimates,” “would,” “could,” “should,” “targets,” “projects,” “outlook,” “potential,” “predicts” and variations of these words and similar expressions are intended to identify forward-looking statements. These statements are not guarantees of future performance and are subject to risks, uncertainties and other factors, some of which are beyond our control and difficult to predict and could cause actual results to differ materially from those expressed or forecasted in the forward-looking statements, including without limitation:

•our future operating results;

•our business prospects and the prospects of the companies in which we may invest;

•the impact of the investments that we expect to make;

•our ability to raise sufficient capital and repurchase shares to execute our investment strategy;

•general economic, logistical and political trends and other external factors, including inflation and recent supply chain disruptions and their impacts on our portfolio companies and on the industries in which we invest;

•the ability of our portfolio companies to achieve their objectives;

•our current and expected financing arrangements and investments;

•changes in the general interest rate environment;

•the adequacy of our cash resources, financing sources and working capital;

•the timing and amount of cash flows, distributions and dividends, if any, from our portfolio companies;

•our contractual arrangements and relationships with third parties;

•risks associated with the demand for liquidity under our share repurchase program and the continued approval of quarterly tender offers by the Board of Trustees (the “Board”);

•actual and potential conflicts of interest with Blackstone Credit BDC Advisors LLC (the “Adviser”) or any of its affiliates;

•the dependence of our future success on the general economy and its effect on the industries in which we may invest;

•our use of financial leverage, including the use of borrowed money to finance a portion of our investments and the availability of equity and debt capital on favorable terms or at all;

•our business prospects and the prospects of our portfolio companies, including our and their ability to effectively respond to the macroeconomic effects from adverse public health developments;

•the ability of the Adviser to source suitable investments for us and to monitor and administer our investments;

•the impact of future acquisitions and divestitures;

•the ability of the Adviser or its affiliates to attract and retain highly talented professionals;

•general price and volume fluctuations in the stock market;

•our ability to maintain our qualification as a regulated investment company and as a business development company (“BDC”);

•the impact on our business of U.S. and international financial reform legislation, rules and regulations;

•the effect of changes to tax legislation and our tax position; and

•the tax status of the enterprises in which we may invest.

Although we believe that the assumptions on which these forward-looking statements are based are reasonable, any of those assumptions could prove to be inaccurate, and as a result, the forward-looking statements based on those assumptions also could be inaccurate. In light of these and other uncertainties, the inclusion of any projection or forward-looking statement in this report should not be regarded as a representation by us that our plans and objectives will be achieved. These risks and uncertainties include those described or identified in the section entitled “Risk Factors” in Part I, Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2023 as updated by the Company's periodic filings with the United States Securities and Exchange Commission (the “SEC”). These projections and forward-looking statements apply only as of the date of this report. Moreover, we assume no duty and do not undertake to update the forward-looking statements, whether as a result of new information, future developments or otherwise, except as required by applicable law. You are advised to consult any additional disclosures that we make directly to you or through reports that we have filed or in the future 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.

Because we are an investment company, the forward-looking statements and projections contained in this report are excluded from the safe harbor protection provided by Section 21E of the U.S. Securities Exchange Act of 1934, as amended (the “Exchange Act”).

3

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements.

Blackstone Private Credit Fund

Condensed Consolidated Statements of Assets and Liabilities

(in thousands, except share and per share amounts)

(Unaudited)

	June 30, 2024		December 31, 2023
ASSETS
Investments at fair value
Non-controlled/non-affiliated investments (cost of $53,536,328 and $48,561,249 at June 30, 2024 and December 31, 2023, respectively)	$	53,363,354	$	48,242,813
Non-controlled/affiliated investments (cost of $558 and $558 at June 30, 2024 and December 31, 2023, respectively)	2,079		2,499
Controlled/affiliated investments (cost of $2,572,738 and $2,459,916 at June 30, 2024 and December 31, 2023, respectively)	2,509,563		2,498,599
Total investments at fair value (cost of $56,109,624 and $51,021,723 at June 30, 2024 and December 31, 2023, respectively)	55,874,996		50,743,911
Cash and cash equivalents (restricted cash of $901 and $938 at June 30, 2024 and December 31, 2023, respectively)	1,634,142		1,481,770
Interest receivable from non-controlled/non-affiliated investments	633,956		515,902
Interest receivable from controlled/affiliated investments	1,481		—
Dividend receivable from controlled/affiliated investments	101,375		98,607
Receivable from broker	255,586		266,573
Deferred financing costs	102,386		93,836
Deferred offering costs	2,286		1,032
Receivable for investments sold	117,279		101,460
Derivative assets at fair value (Note 6)	5,758		14,145
Total assets	$	58,729,245	$	53,317,236
LIABILITIES
Debt (net of unamortized debt issuance costs of $103,101 and $91,634 at June 30, 2024 and December 31, 2023, respectively)	$	22,808,852	$	23,179,861
Payable for investments purchased	286,413		70,138
Management fees payable (Note 3)	104,328		87,272
Income based incentive fees payable (Note 3)	134,199		122,943
Interest payable	345,622		322,597
Derivative liabilities at fair value (Note 6)	164,188		165,541
Due to affiliates	24,032		23,577
Distribution payable (Note 9)	289,093		245,032
Payable for share repurchases (Note 9)	459,098		532,774
Accrued expenses and other liabilities	27,296		33,064
Total liabilities	24,643,121		24,782,799
Commitments and contingencies (Note 8)
NET ASSETS
Common Shares, $0.01 par value (1,332,963,664 and 1,123,896,870 shares issued and outstanding at June 30, 2024 and December 31, 2023, respectively)	13,330		11,239
Additional paid in capital	34,001,773		28,679,353
Distributable earnings (loss)	71,021		(156,155)
Total net assets	34,086,124		28,534,437
Total liabilities and net assets	$	58,729,245	$	53,317,236
The accompanying notes are an integral part of these condensed consolidated financial statements.

4

Blackstone Private Credit Fund
Condensed Consolidated Statements of Assets and Liabilities
(in thousands, except share and per share amounts)
(Unaudited)
NET ASSET VALUE PER SHARE	June 30, 2024		December 31, 2023
Class I Shares:
Net assets	$	22,383,884	$	18,649,595
Common Shares outstanding ($0.01 par value, unlimited shares authorized)	875,338,950		734,579,940
Net asset value per share	$	25.57	$	25.39
Class S Shares:
Net assets	$	11,193,379	$	9,492,496
Common Shares outstanding ($0.01 par value, unlimited shares authorized)	437,725,435		373,864,258
Net asset value per share	$	25.57	$	25.39
Class D Shares:
Net assets	$	508,861	$	392,346
Common Shares outstanding ($0.01 par value, unlimited shares authorized)	19,899,279		15,452,672
Net asset value per share	$	25.57	$	25.39

The accompanying notes are an integral part of these condensed consolidated financial statements.

5

Blackstone Private Credit Fund

Condensed Consolidated Statements of Operations

(in thousands)

(Unaudited)

	Three Months Ended June 30,				Six Months Ended June 30,
	2024		2023		2024		2023
Investment income:
From non-controlled/non-affiliated investments:
Interest income	$	1,464,789	$	1,274,647	$	2,855,631	$	2,506,394
Payment-in-kind interest income	94,859		51,402		187,190		92,222
Dividend income	45		—		45		—
Fee income	4,064		384		6,454		1,381
From non-controlled/affiliated investments:
Dividend income	13		7		13		7
From controlled/affiliated investments:
Interest income	1,481		—		1,481		—
Payment-in-kind interest income	360		262		709		262
Dividend income	77,283		80,603		160,234		142,781
Total investment income	1,642,894		1,407,305		3,211,757		2,743,047
Expenses:
Interest expense	446,152		438,599		896,215		874,822
Management fees (Note 3)	104,328		75,635		199,710		149,238
Income based incentive fees (Note 3)	134,199		109,501		259,556		210,259
Distribution and shareholder servicing fees
Class S	23,329		16,297		44,735		31,688
Class D	302		121		561		681
Professional fees	3,147		3,959		6,730		7,980
Board of Trustees’ fees	225		240		446		464
Administrative service expenses (Note 3)	1,909		1,432		3,741		3,354
Other general & administrative	3,773		4,728		8,612		9,372
Amortization of continuous offering costs	857		1,016		1,496		2,315
Total expenses before excise tax	718,221		651,528		1,421,802		1,290,173
Net investment income before excise tax	924,673		755,777		1,789,955		1,452,874
Excise tax expense	8,911		5,691		18,362		13,433
Net investment income after excise tax	915,762		750,086		1,771,593		1,439,441
Realized and unrealized gain (loss):
Net change in unrealized appreciation (depreciation):
Non-controlled/non-affiliated investments	59,746		14,594		201,098		137,836
Non-controlled/affiliated investments	(188)		(215)		(420)		127
Controlled/affiliated investments	(49,200)		5,315		(101,858)		51,114
Derivative instruments (Note 6)	(3,698)		(3,026)		17,923		(14,966)
Foreign currency and other transactions	10,324		(4,523)		10,164		(5,783)
Net change in unrealized appreciation (depreciation)	16,984		12,145		126,907		168,328
Net realized gain (loss):
Non-controlled/non-affiliated investments	(22,111)		(76,354)		(64,509)		(178,050)
Non-controlled/affiliated investments	—		213		—		213
Derivative instruments (Note 6)	6,014		(2,464)		(383)		2,306
Foreign currency and other transactions	1,959		(820)		4,048		3,423
Net realized gain (loss)	(14,138)		(79,425)		(60,844)		(172,108)
Net realized and change in unrealized gain (loss)	2,846		(67,280)		66,063		(3,780)
Net increase (decrease) in net assets resulting from operations	$	918,608	$	682,806	$	1,837,656	$	1,435,661

The accompanying notes are an integral part of these condensed consolidated financial statements.

6

Blackstone Private Credit Fund

Condensed Consolidated Statements of Changes in Net Assets

(in thousands)

(Unaudited)

	Three Months Ended June 30,				Six Months Ended June 30,
	2024		2023		2024		2023
Operations:
Net investment income after excise tax	$	915,762	$	750,086	$	1,771,593	$	1,439,441
Net change in unrealized appreciation (depreciation)	16,984		12,145		126,907		168,328
Net realized gain (loss)	(14,138)		(79,425)		(60,844)		(172,108)
Net increase (decrease) in net assets resulting from operations	918,608		682,806		1,837,656		1,435,661
Distributions to common shareholders:
Class I	(566,603)		(415,176)		(1,087,016)		(807,405)
Class S	(260,487)		(178,614)		(500,673)		(347,507)
Class D	(12,251)		(4,804)		(22,793)		(27,053)
Net decrease in net assets resulting from distributions	(839,341)		(598,594)		(1,610,482)		(1,181,965)
Share transactions:
Class I:
Proceeds from shares sold	2,069,043		991,563		3,800,744		1,461,821
Share transfers between classes	29,248		19,887		70,465		1,131,859
Distributions reinvested	261,258		185,625		502,526		355,737
Repurchased shares, net of early repurchase deduction	(339,649)		(1,069,607)		(788,596)		(1,820,533)
Net increase (decrease) from share transactions	2,019,900		127,468		3,585,139		1,128,884
Class S:
Proceeds from shares sold	872,680		534,160		1,669,764		892,824
Share transfers between classes	(29,789)		(8,406)		(71,346)		(42,140)
Distributions reinvested	127,071		80,362		242,181		155,962
Repurchased shares, net of early repurchase deduction	(111,072)		(131,460)		(214,608)		(263,106)
Net increase (decrease) from share transactions	858,890		474,656		1,625,991		743,540
Class D:
Proceeds from shares sold	95,631		20,071		121,838		72,284
Share transfers between classes	541		(11,481)		881		(1,089,719)
Distributions reinvested	2,010		707		3,603		15,705
Repurchased shares, net of early repurchase deduction	(7,843)		(3,351)		(12,939)		(13,816)
Net increase (decrease) from share transactions	90,339		5,946		113,383		(1,015,546)
Total increase (decrease) in net assets	3,048,396		692,282		5,551,687		1,110,574
Net assets, beginning of period	31,037,728		23,103,357		28,534,437		22,685,065
Net assets, end of period	$	34,086,124	$	23,795,639	$	34,086,124	$	23,795,639

The accompanying notes are an integral part of these condensed consolidated financial statements.

7

Blackstone Private Credit Fund

Condensed Consolidated Statements of Cash Flows

(in thousands)

(Unaudited)

	Six Months Ended June 30,
	2024		2023
Cash flows from operating activities:
Net increase (decrease) in net assets resulting from operations	$	1,837,656	$	1,435,661
Adjustments to reconcile net increase (decrease) in net assets resulting from operations to net cash provided by (used in) operating activities:
Net change in unrealized (appreciation) depreciation on investments	(98,820)		(189,077)
Net change in unrealized (appreciation) depreciation on derivative instruments	(17,923)		14,966
Net change in unrealized (appreciation) depreciation on foreign currency and other transactions	(10,164)		5,783
Net realized (gain) loss on investments	64,509		177,837
Net realized (gain) loss on derivative instruments	383		(2,306)
Net realized (gain) loss on foreign currency and other transactions	(4,048)		(3,423)
Payment-in-kind interest capitalized	(179,574)		(99,977)
Net accretion of discount and amortization of premium	(108,967)		(82,560)
Amortization of deferred financing costs	21,647		15,190
Amortization of debt issuance costs and original issue discount on notes	15,931		13,242
Amortization of offering costs	1,496		2,315
Purchases of investments	(9,016,308)		(1,677,844)
Proceeds from sale of investments and principal repayments	4,152,440		3,191,597
Changes in operating assets and liabilities:
Interest receivable from non-controlled/non-affiliated investments	(118,054)		27,384
Interest receivable from controlled/affiliated investments	(1,481)		—
Dividend receivable from controlled/affiliated investments	(2,768)		17,962
Receivable from broker	10,987		(19,969)
Receivable for investments sold	(15,819)		(143,243)
Other assets	—		4,507
Payable for investments purchased	216,275		217,392
Management fees payable	17,056		2,244
Income based incentive fees payable	11,256		15,384
Interest payable	23,025		6,263
Due to affiliates	455		4,526
Accrued expenses and other liabilities	(5,768)		(6,611)
Net cash provided by (used in) operating activities	(3,206,578)		2,927,243
Cash flows from financing activities:
Borrowings on debt	2,155,844		2,250,773
Repayments on debt	(2,455,031)		(4,830,765)
Deferred financing costs paid	(29,389)		(26,568)
Debt issuance costs paid	(3,068)		(1,377)
Deferred offering costs paid	(2,818)		(337)
Proceeds from issuance of common shares	5,592,346		2,426,929
Repurchased shares, net of early repurchase deduction paid	(1,090,234)		(2,056,186)
Dividends paid in cash	(818,110)		(647,345)
Net cash provided by (used in) financing activities	3,349,540		(2,884,876)
Net increase (decrease) in cash and cash equivalents	142,962		42,367
Effect of foreign exchange rate changes on cash and cash equivalents	9,410		(5,236)
Cash and cash equivalents, beginning of period	1,481,770		1,351,901
Cash and cash equivalents, end of period	$	1,634,142	$	1,389,032
The accompanying notes are an integral part of these condensed consolidated financial statements.

8

Blackstone Private Credit Fund

Condensed Consolidated Statements of Cash Flows

(in thousands)

(Unaudited)

	Six Months Ended June 30,
	2024		2023
Supplemental information and non-cash activities:
Interest paid during the period	$	994,156	$	963,045
Distribution payable	289,093		205,657
Subscription receivable	—		1,686
Reinvestment of distributions during the period	748,310		527,404
Accrued but unpaid debt financing costs	8,582		—
Accrued but unpaid debt issuance costs	1,458		—
Accrued but unpaid offering costs	—		6
Share repurchases accrued but not yet paid	459,098		1,204,469
Excise taxes paid	26,402		5,968

The accompanying notes are an integral part of these condensed consolidated financial statements.

9

Blackstone Private Credit Fund

Condensed Consolidated Schedule of Investments

June 30, 2024

(in thousands)

(Unaudited)

Investments (1)	Footnotes	Reference Rate and Spread (2)		Interest Rate (2)(15)	Maturity Date	Par Amount/Units (1)		Cost (3)		Fair Value		% of Net Assets
First Lien Debt
First Lien Debt - non-controlled/non-affiliated
Aerospace & Defense
Amentum Government Services Holdings, LLC	(8)	SOFR +	4.00%	9.46%	1/29/2027	$	2,506	$	2,508	$	2,516	0.01	%
Amentum Government Services Holdings, LLC	(9)	SOFR +	4.00%	9.34%	2/15/2029	12,040		12,000		12,108		0.04
Atlas CC Acquisition Corp.	(7)(10)	SOFR +	4.25%	9.86%	5/25/2028	50,112		49,106		32,866		0.10
Atlas CC Acquisition Corp.	(4)(5)(7)(10)	SOFR +	4.00%	9.44%	5/26/2026	6,419		6,261		881		0.00
Corfin Holdings, Inc.	(4)(10)	SOFR +	6.00%	11.42%	12/31/2027	32,637		32,593		32,637		0.10
Frontgrade Technologies Holdings, Inc.	(4)(7)(10)	SOFR +	5.00%	10.33%	1/9/2030	2,358		2,295		2,358		0.01
Linquest Corp.	(4)(10)	SOFR +	5.75%	11.18%	7/28/2028	153,169		151,386		153,169		0.45
Loar Group, Inc.	(4)(11)	SOFR +	4.75%	10.09%	5/10/2030	251,214		250,713		251,214		0.74
Loar Group, Inc.	(4)(7)(11)	SOFR +	4.75%	10.09%	5/10/2030	1,211		1,074		259		0.00
LSF11 Trinity Bidco, Inc.	(8)	SOFR +	3.50%	8.84%	6/14/2030	1,066		1,066		1,072		0.00
Magneto Components BuyCo, LLC	(4)(7)(10)	SOFR +	6.00%	11.34%	12/5/2030	54,212		52,640		54,077		0.16
Maverick Acquisition, Inc.	(4)(11)	SOFR +	6.25%	11.58%	6/1/2027	47,974		47,460		37,659		0.11
Peraton Corp.	(10)	SOFR +	3.75%	9.19%	2/1/2028	13,399		13,420		13,417		0.04
TransDigm Inc	(6)(8)	SOFR +	2.50%	7.84%	2/28/2031	8,000		8,024		8,026		0.02
Vertex Aerospace Services Corp.	(10)	SOFR +	2.75%	8.09%	12/6/2028	11,731		11,694		11,760		0.03
West Star Aviation Acquisition, LLC	(4)(10)	SOFR +	5.00%	10.33%	3/1/2028	14,839		14,593		14,839		0.04
								656,833		628,858		1.85
Air Freight & Logistics
AGI-CFI Holdings, Inc.	(4)(10)	SOFR +	5.75%	11.26%	6/11/2027	263,721		260,982		256,469		0.75
Alliance Ground	(4)(9)	SOFR +	5.75%	11.26%	6/11/2027	94,220		93,084		91,629		0.27
ENV Bidco AB	(4)(6)(7)(8)	E +	5.75%	9.47%	7/19/2029	EUR	114,140	113,265		121,888		0.36
ENV Bidco AB	(4)(6)(10)	SOFR +	5.75%	11.08%	7/19/2029	102,349		100,494		102,349		0.30
Livingston International, Inc.	(4)(6)(10)	SOFR +	5.50%	10.93%	4/30/2027	101,794		101,398		98,231		0.29
Mode Purchaser, Inc.	(4)(11)	SOFR +	6.25%	11.72%	12/9/2026	27,349		26,973		27,349		0.08
Mode Purchaser, Inc.	(4)(11)	SOFR +	6.25%	11.72%	2/5/2029	135,783		133,999		135,783		0.40
RoadOne Inc	(4)(5)(7)(11)	SOFR +	6.25%	11.59%	12/30/2028	1,093		1,063		1,066		0.00
RWL Holdings, LLC	(4)(10)	SOFR +	5.75%	11.23%	12/31/2028	271,526		268,059		253,198		0.74
SEKO Global Logistics Network, LLC	(4)(11)	E +	5.00%	8.72%	12/30/2026	EUR	34,596	39,765		27,418		0.08
SEKO Global Logistics Network, LLC	(4)(11)	SOFR +	5.00%	10.48%	12/30/2026	83,036		82,561		61,447		0.18
SEKO Global Logistics Network, LLC	(4)(5)(7)(11)	SOFR +	5.00%	10.47%	12/30/2026	6,830		6,798		3,810		0.01
The Kenan Advantage Group, Inc.	(8)	SOFR +	3.75%	9.09%	1/25/2029	13,016		12,956		13,097		0.04
Wwex Uni Topco Holdings, LLC	(10)	SOFR +	4.25%	9.85%	7/26/2028	13,971		13,889		14,029		0.04
								1,255,286		1,207,763		3.54
Airlines
Air Canada	(6)(8)	SOFR +	2.50%	7.85%	3/14/2031	6,323		6,308		6,340		0.02
Brown Group Holding, LLC	(9)	SOFR +	2.75%	8.19%	6/7/2028	7,418		7,400		7,423		0.02
								13,708		13,763		0.04

10

Blackstone Private Credit Fund

Condensed Consolidated Schedule of Investments

June 30, 2024

(in thousands)

(Unaudited)

Investments (1)	Footnotes	Reference Rate and Spread (2)		Interest Rate (2)(15)	Maturity Date	Par Amount/Units (1)		Cost (3)		Fair Value		% of Net Assets
First Lien Debt - non-controlled/non-affiliated (continued)
Auto Components
Clarios Global LP	(6)(8)	SOFR +	3.00%	8.34%	5/6/2030	$	3,491	$	3,491	$	3,504	0.01	%
Dellner Couplers Group AB	(5)(6)(8)	E +	5.50%	9.22%	6/18/2029	EUR	23,500	24,895		25,094		0.07
First Brands Group, LLC	(11)	SOFR +	5.00%	10.59%	3/30/2027	4,538		4,507		4,518		0.01
Mavis Tire Express Services Topco, Corp.	(10)	SOFR +	3.75%	9.09%	5/4/2028	27,765		27,410		27,862		0.08
Metis Buyer, Inc.	(4)(5)(7)(8)	SOFR +	3.50%	8.96%	5/4/2026	2,790		2,715		2,747		0.01
								63,018		63,725		0.18
Beverages
Triton Water Holdings, Inc.	(9)	SOFR +	3.25%	8.85%	3/31/2028	44,539		43,939		44,606		0.13
Biotechnology
Grifols Worldwide Operations USA Inc	(8)	SOFR +	2.00%	7.44%	11/15/2027	5,966		5,907		5,877		0.02
Broadline Retail
Peer USA LLC	(6)(8)	SOFR +	3.00%	8.35%	6/20/2031	7,000		7,021		7,016		0.02
Building Products
Cornerstone Building Brands, Inc.	(6)(9)	SOFR +	5.63%	10.95%	8/1/2028	25,610		25,314		25,916		0.08
Cornerstone Building Brands, Inc.	(6)(9)	SOFR +	3.25%	8.68%	4/12/2028	4,842		4,819		4,736		0.01
CP Atlas Buyer, Inc.	(9)	SOFR +	3.75%	9.19%	11/23/2027	19,688		19,665		19,251		0.06
Engineered Stone Group Holdings III Ltd.	(4)(6)(8)	E +	5.75%	10.72% PIK	4/23/2028	EUR	30,254	32,904		27,783		0.08
Engineered Stone Group Holdings III Ltd.	(4)(6)(10)	SOFR +	6.01%	12.57% PIK	4/23/2028	63,275		62,198		54,259		0.16
Fencing Supply Group Acquisition, LLC	(4)(11)	SOFR +	6.00%	11.44%	2/26/2027	110,146		109,277		108,494		0.32
Great Day Improvements LLC	(4)(5)(7)(13)	SOFR +	5.50%	11.11%	6/13/2030	36,328		35,483		35,483		0.10
Jacuzzi Brands, LLC	(4)(11)	SOFR +	6.00%	11.33%	2/25/2027	43,474		43,252		39,888		0.12
Jacuzzi Brands, LLC	(4)(10)	SOFR +	6.00%	11.34%	2/25/2027	187,540		186,262		172,068		0.50
Jacuzzi Brands, LLC	(4)(10)	SOFR +	6.00%	11.33%	2/25/2027	6,319		6,284		5,798		0.02
Kodiak BP, LLC	(10)	SOFR +	3.25%	8.85%	3/12/2028	40,175		40,015		40,244		0.12
L&S Mechanical Acquisition, LLC	(4)(10)	SOFR +	6.25%	11.55%	9/1/2027	109,506		108,362		109,506		0.32
Lindstrom, LLC	(4)(11)	SOFR +	6.25%	11.68%	5/1/2026	147,517		146,461		146,042		0.43
Oscar Acquisitionco LLC	(4)(7)(11)	SOFR +	4.25%	9.90%	4/29/2029	5,985		6,007		5,989		0.02
Tamko Building Products, LLC	(8)	SOFR +	3.25%	8.59%	9/20/2030	2,992		3,000		2,996		0.01
The Chamberlain Group, Inc.	(9)	SOFR +	3.25%	8.69%	11/3/2028	25,080		24,923		25,096		0.07
Windows Acquisition Holdings, Inc.	(4)(11)	SOFR +	6.50%	11.98%	12/29/2026	56,108		55,638		54,424		0.16
								909,864		877,973		2.58
Capital Markets
AllSpring Buyer, LLC	(6)(9)	SOFR +	3.25%	8.89%	11/1/2028	709		713		709		0.00
Apex Group Treasury, LLC	(6)(9)	SOFR +	3.75%	9.33%	7/27/2028	15,063		15,042		15,101		0.04
Apex Group Treasury, LLC	(4)(6)(9)	SOFR +	5.00%	10.32%	7/27/2028	78,351		77,004		78,840		0.23
Aretec Group, Inc.	(6)(8)	SOFR +	4.00%	9.34%	8/9/2030	853		853		858		0.00
Clipper Acquisitions Corp.	(8)	SOFR +	1.75%	7.19%	3/3/2028	1,980		1,973		1,980		0.01
FFML Holdco Ltd	(4)(6)(10)	B +	6.25%	11.93%	11/30/2028	NZD	37,987	23,072		23,138		0.07
Focus Financial Partners, LLC	(9)	SOFR +	2.75%	8.09%	6/30/2028	10,918		10,912		10,919		0.03
Focus Financial Partners, LLC	(9)	SOFR +	2.50%	7.84%	6/30/2028	6,468		6,479		6,470		0.02
GTCR Everest Borrower LLC	(6)(8)	SOFR +	3.00%	8.34%	6/3/2031	20,647		20,595		20,685		0.06
Osaic Holdings Inc	(8)	SOFR +	4.00%	9.34%	8/17/2028	10,620		10,629		10,666		0.03
Resolute Investment Managers, Inc.	(5)(11)	SOFR +	6.50%	12.10%	4/30/2027	3,903		3,854		3,825		0.01
Situs-AMC Holdings Corporation	(4)(10)	SOFR +	5.50%	10.93%	12/22/2027	12,151		12,080		12,151		0.04
Superannuation And Investments US, LLC	(6)(9)	SOFR +	3.75%	9.21%	12/1/2028	13,093		13,036		13,118		0.04
The Edelman Financial Engines Center, LLC	(8)	SOFR +	3.25%	8.59%	4/7/2028	18,416		18,417		18,463		0.05
								214,659		216,923		0.63

11

Blackstone Private Credit Fund

Condensed Consolidated Schedule of Investments

June 30, 2024

(in thousands)

(Unaudited)

Investments (1)	Footnotes	Reference Rate and Spread (2)		Interest Rate (2)(15)	Maturity Date	Par Amount/Units (1)		Cost (3)		Fair Value		% of Net Assets
First Lien Debt - non-controlled/non-affiliated (continued)
Chemicals
DCG Acquisition Corp.	(4)(5)(7)(10)	SOFR +	4.75%	10.08%	6/13/2031	$	210,895	$	208,257	$	208,239	0.61	%
Derby Buyer LLC	(6)(9)	SOFR +	3.50%	8.83%	11/1/2030	6,484		6,524		6,522		0.02
Formulations Parent Corp.	(4)(7)(10)	SOFR +	5.75%	11.07%	11/15/2030	21,375		20,922		21,375		0.06
Geon Performance Solutions, LLC	(4)(10)	SOFR +	4.25%	9.85%	8/18/2028	3,598		3,581		3,618		0.01
Hyperion Materials & Technologies, Inc.	(9)	SOFR +	4.50%	10.04%	8/30/2028	7,945		7,935		7,760		0.02
OQ Chemicals Corp	(6)(8)	SOFR +	3.50%	8.91%	10/14/2024	6		6		6		0.00
								247,225		247,520		0.72
Commercial Services & Supplies
Access CIG, LLC	(9)	SOFR +	5.00%	10.33%	8/18/2028	43,634		43,146		43,969		0.13
Allied Universal Holdco, LLC	(9)	SOFR +	3.75%	9.19%	5/12/2028	40,938		40,883		40,827		0.12
Anticimex, Inc.	(6)(9)	SOFR +	3.15%	8.46%	11/16/2028	11,705		11,676		11,719		0.03
APX Group, Inc.	(6)(9)	SOFR +	2.75%	8.07%	7/10/2028	17,345		17,320		17,388		0.05
Bazaarvoice, Inc.	(4)(8)	SOFR +	5.25%	10.54%	5/7/2028	382,170		382,170		382,170		1.12
Bazaarvoice, Inc.	(4)(7)(8)	SOFR +	5.25%	10.54%	5/7/2028	24,268		24,268		24,268		0.07
CFS Brands, LLC	(4)(6)(7)(11)	SOFR +	6.00%	11.34%	10/2/2030	200,600		196,281		200,394		0.59
DG Investment Intermediate Holdings 2, Inc.	(10)	SOFR +	4.75%	10.09%	3/31/2028	8,027		7,973		8,062		0.02
DG Investment Intermediate Holdings 2, Inc.	(10)	SOFR +	3.75%	9.21%	3/31/2028	22,593		22,617		22,598		0.07
Divisions Holding Corp.	(4)(10)	SOFR +	4.75%	10.19%	5/27/2028	8,935		8,878		8,902		0.03
EAB Global, Inc.	(9)	SOFR +	3.25%	8.59%	8/16/2028	13,407		13,389		13,410		0.04
Foundational Education Group, Inc.	(4)(9)	SOFR +	3.75%	9.34%	8/31/2028	8,914		8,861		8,691		0.03
FusionSite Midco, LLC	(4)(7)(11)	SOFR +	5.75%	11.35%	11/17/2029	45,240		44,229		44,451		0.13
FusionSite Midco, LLC	(4)(7)(11)	SOFR +	5.75%	11.36%	11/17/2029	17,418		17,046		17,134		0.05
Garda World Security Corp.	(6)(8)	SOFR +	4.25%	9.59%	2/1/2029	21,021		20,934		21,179		0.06
Iris Buyer, LLC	(4)(7)(11)	SOFR +	6.25%	11.59%	10/2/2030	59,986		58,290		59,732		0.18
Java Buyer, Inc.	(4)(5)(7)(10)	SOFR +	5.75%	11.19%	12/15/2027	169,291		166,292		168,102		0.49
Java Buyer, Inc.	(4)(5)(10)	SOFR +	5.75%	11.17%	12/15/2027	12,049		11,834		12,049		0.04
Java Buyer, Inc.	(4)(10)	SOFR +	5.75%	11.20%	12/15/2027	93,230		92,251		93,230		0.27
JSS Holdings, Inc.	(4)(10)	SOFR +	5.25%	10.70%	12/17/2030	282,165		279,547		282,165		0.83
Knowledge Pro Buyer, Inc.	(4)(7)(10)	SOFR +	5.00%	10.44%	12/10/2027	82,286		81,404		82,074		0.24
KPSKY Acquisition, Inc.	(4)(10)(18)	SOFR +	5.60%	11.03%	10/19/2028	46,720		46,145		45,084		0.13
KPSKY Acquisition, Inc.	(4)(10)(18)	SOFR +	5.50%	10.90%	10/19/2028	20,843		20,587		20,114		0.06
Onex Baltimore Buyer, Inc.	(4)(10)(18)	SOFR +	5.50%	10.95%	12/1/2027	187,232		185,079		187,232		0.55
Onex Baltimore Buyer, Inc.	(4)(7)(10)(18)	SOFR +	5.00%	10.45%	12/1/2027	136,463		134,438		135,216		0.40
Pearce Intermediate Holdings, Inc	(4)(7)(11)	SOFR +	4.50%	9.94%	6/2/2027	83,578		82,487		83,552		0.25
Polyphase Elevator Holding Co.	(4)(5)(7)(11)	SOFR +	6.00%	11.43% (incl. 5.00% PIK)	6/23/2027	16,549		16,506		12,361		0.04
Prime Security Services Borrower, LLC	(8)	SOFR +	2.25%	7.58%	10/13/2030	1,500		1,509		1,501		0.00
Pye-Barker Fire & Safety LLC	(4)(5)(10)	SOFR +	4.50%	9.85%	5/24/2031	4,461		4,461		4,461		0.01
Pye-Barker Fire & Safety LLC	(4)(5)(7)(10)	SOFR +	4.50%	9.84%	5/24/2031	5,301		5,274		5,301		0.02
The Hiller Companies LLC	(4)(5)(7)(10)	SOFR +	5.00%	10.34%	6/20/2030	76,021		75,024		75,019		0.22
TRC Companies, Inc (fka Bolt Infrastructure Merger Sub, Inc)	(9)	SOFR +	3.75%	9.21%	12/8/2028	26,931		26,850		27,022		0.08
USIC Holdings, Inc.	(10)	SOFR +	3.50%	9.10%	5/12/2028	24,313		24,244		23,568		0.07
Vaco Holdings, Inc.	(10)	SOFR +	5.00%	10.48%	1/21/2029	8,986		8,957		8,938		0.03
Veregy Consolidated, Inc.	(11)	SOFR +	6.00%	11.59%	11/2/2027	20,046		20,072		20,108		0.06
								2,200,922		2,211,991		6.51

12

Blackstone Private Credit Fund

Condensed Consolidated Schedule of Investments

June 30, 2024

(in thousands)

(Unaudited)

Investments (1)	Footnotes	Reference Rate and Spread (2)		Interest Rate (2)(15)	Maturity Date	Par Amount/Units (1)		Cost (3)		Fair Value		% of Net Assets
First Lien Debt - non-controlled/non-affiliated (continued)
Construction & Engineering
ASP Endeavor Acquisition, LLC	(4)(5)(9)	SOFR +	6.50%	12.08%	5/3/2027	$	34,920	$	34,590	$	31,952	0.09	%
Atlas Securitized Products Funding 2, L.P.	(5)(7)(8)	SOFR +	1.50%	6.84%	4/10/2026	113,253		109,894		113,253		0.33
Azuria Water Solutions Inc	(10)	SOFR +	4.25%	9.57%	5/17/2028	34,609		34,607		34,791		0.10
Brookfield WEC Holdings, Inc.	(8)	SOFR +	2.75%	8.09%	1/27/2031	7,963		7,895		7,979		0.02
Consor Intermediate II LLC	(4)(5)(7)(10)	SOFR +	4.75%	10.08%	5/10/2031	48,883		48,070		48,054		0.14
COP Home Services TopCo IV, Inc.	(4)(7)(11)	SOFR +	6.00%	11.43%	12/31/2027	210,031		206,226		209,609		0.61
Groundworks, LLC	(8)	SOFR +	3.50%	8.83%	3/14/2031	9,079		9,097		9,085		0.03
Groundworks, LLC	(7)(8)	SOFR +	3.50%	8.83%	3/14/2031	267		271		378		0.00
Peak Utility Services Group, Inc.	(4)(11)	SOFR +	5.00%	10.44%	3/2/2028	23,027		22,910		21,184		0.06
Refficiency Holdings, LLC	(10)	SOFR +	3.50%	8.94%	12/16/2027	11,285		11,235		11,323		0.03
Thermostat Purchaser III, Inc.	(4)(7)(10)	SOFR +	4.25%	9.60%	8/31/2028	10,000		9,912		10,024		0.03
								494,707		497,632		1.44
Containers & Packaging
Ascend Buyer, LLC	(4)(10)	SOFR +	5.75%	11.23%	9/30/2028	11,357		11,114		11,357		0.03
Ascend Buyer, LLC	(4)(5)(7)(10)	SOFR +	5.75%	11.23%	9/30/2027	2,587		2,503		2,587		0.01
Berlin Packaging, LLC	(9)	SOFR +	3.75%	9.08%	6/7/2031	15,400		15,355		15,452		0.05
Charter Next Generation Inc	(10)	SOFR +	3.50%	8.84%	12/1/2027	2,000		2,014		2,006		0.01
Clydesdale Acquisition Holdings Inc	(9)	SOFR +	3.68%	9.12%	4/13/2029	16,856		16,535		16,914		0.05
Graham Packaging Co, Inc.	(10)	SOFR +	3.00%	8.46%	8/4/2027	8,891		8,881		8,915		0.03
MAR Bidco S.à r.l.	(6)(9)	SOFR +	4.20%	9.77%	7/6/2028	3,839		3,828		3,772		0.01
Pretium PKG Holdings, Inc.	(11)(18)	SOFR +	4.60%	9.93% (incl. 1.40% PIK)	10/2/2028	22,151		21,890		19,293		0.06
ProAmpac PG Borrower, LLC	(8)	SOFR +	4.00%	9.32%	9/15/2028	16,273		16,273		16,332		0.05
Ring Container Technologies Group, LLC	(9)	SOFR +	3.50%	8.96%	8/12/2028	987		984		995		0.00
TricorBraun Holdings, Inc.	(9)	SOFR +	3.25%	8.71%	3/3/2028	13,698		13,628		13,694		0.04
Trident TPI Holdings, Inc.	(9)	SOFR +	4.00%	9.34%	9/15/2028	21,793		21,797		21,852		0.06
								134,802		133,169		0.40
Distributors
BP Purchaser, LLC	(4)(5)(10)	SOFR +	5.50%	11.11%	12/10/2028	7,840		7,740		7,291		0.02
BradyIFS Holdings, LLC	(4)(11)	SOFR +	6.00%	11.33%	10/31/2029	203,310		199,696		203,310		0.60
BradyIFS Holdings, LLC	(4)(5)(7)(11)	SOFR +	6.00%	11.30%	10/31/2029	13,911		13,316		13,686		0.04
Bution Holdco 2, Inc.	(4)(11)	SOFR +	6.25%	11.68%	10/17/2025	5,561		5,530		5,561		0.02
Genuine Cable Group, LLC	(4)(10)	SOFR +	5.75%	11.25%	11/2/2026	29,802		29,447		28,833		0.08
Marcone Yellowstone Buyer, Inc.	(4)(10)	SOFR +	6.50%	11.98%	6/23/2028	15,572		15,241		14,715		0.04
Marcone Yellowstone Buyer, Inc.	(4)(10)	SOFR +	6.25%	11.73%	6/23/2028	26,255		25,957		24,549		0.07
NDC Acquisition Corp.	(4)(5)(7)(11)	SOFR +	5.50%	10.93%	3/9/2027	21,769		21,459		21,769		0.06
PT Intermediate Holdings III LLC	(4)(5)(7)(10)	SOFR +	5.00%	10.33% (incl. 1.75% PIK)	4/9/2030	167,194		166,779		166,759		0.49
S&S Holdings LLC	(9)	SOFR +	5.00%	10.43%	3/11/2028	6,832		6,844		6,849		0.02
Tailwind Colony Holding Corporation	(4)(11)	SOFR +	6.50%	11.93%	5/13/2026	82,243		81,776		81,626		0.24
Unified Door & Hardware Group, LLC	(4)(11)	SOFR +	5.75%	11.18%	6/30/2025	63,418		62,980		63,418		0.19
Unified Door & Hardware Group, LLC	(4)(5)(11)	SOFR +	5.75%	11.18%	6/30/2025	3,113		3,060		3,113		0.01
								639,825		641,479		1.88

13

Blackstone Private Credit Fund

Condensed Consolidated Schedule of Investments

June 30, 2024

(in thousands)

(Unaudited)

Investments (1)	Footnotes	Reference Rate and Spread (2)		Interest Rate (2)(15)	Maturity Date	Par Amount/Units (1)		Cost (3)		Fair Value		% of Net Assets
First Lien Debt - non-controlled/non-affiliated (continued)
Diversified Consumer Services
Ascend Learning, LLC	(9)	SOFR +	3.50%	8.94%	12/11/2028	$	20,475	$	20,197	$	20,480	0.06	%
BPPH2 Limited	(4)(6)(8)	S +	6.87%	12.07%	3/2/2028	GBP	40,700	55,466		51,449		0.15
Cambium Learning Group, Inc.	(4)(7)(10)	SOFR +	5.50%	10.92%	7/20/2028	943,860		938,397		943,860		2.77
Cengage Learning, Inc.	(11)	SOFR +	4.25%	9.54%	3/22/2031	8,479		8,520		8,513		0.02
Charger Debt Merger Sub, LLC	(4)(5)(7)(10)	SOFR +	5.00%	10.35%	5/31/2031	55,000		54,388		54,380		0.16
Charger Debt Merger Sub, LLC	(4)(5)(7)(10)	SOFR +	5.00%	10.34%	5/31/2031	790		638		640		0.00
DTA Intermediate II Ltd.	(4)(11)	SOFR +	5.50%	10.84%	3/27/2030	51,714		50,724		51,196		0.15
DTA Intermediate II Ltd.	(4)(5)(7)(11)	SOFR +	5.50%	10.79%	3/27/2030	3,888		3,380		3,486		0.01
Element Materials Technology Group US Holdings Inc.	(6)(9)	SOFR +	4.25%	9.68%	7/6/2029	7,422		7,362		7,461		0.02
Endeavor Schools Holdings LLC	(4)(11)	SOFR +	6.25%	11.58%	7/18/2029	47,179		46,187		46,117		0.14
Endeavor Schools Holdings LLC	(4)(5)(7)(11)	SOFR +	6.25%	11.57%	7/18/2029	8,684		8,371		8,368		0.02
Essential Services Holding Corp	(4)(5)(7)(10)	SOFR +	5.00%	10.33%	6/17/2031	69,595		68,741		68,736		0.20
Go Car Wash Management Corp.	(4)(11)	SOFR +	6.25%	11.69%	12/31/2026	41,535		41,087		41,223		0.12
Go Car Wash Management Corp.	(4)(10)	SOFR +	6.25%	11.69%	12/31/2026	48,019		47,405		47,659		0.14
Imagine Learning, LLC	(9)	SOFR +	3.50%	8.84%	12/21/2029	65,037		64,752		65,108		0.19
Mckissock Investment Holdings, LLC	(10)	SOFR +	5.00%	10.48%	3/12/2029	9,790		9,724		9,840		0.03
Mckissock Investment Holdings, LLC	(10)	SOFR +	5.00%	10.33%	3/12/2029	27,363		26,755		27,502		0.08
Pre-Paid Legal Services, Inc.	(9)	SOFR +	3.75%	9.21%	12/15/2028	17,651		17,561		17,662		0.05
Spring Education Group, Inc.	(8)	SOFR +	4.00%	9.33%	9/29/2030	13,716		13,562		13,800		0.04
Sunshine Cadence Holdco, LLC	(4)(5)(7)(10)	SOFR +	5.00%	10.33%	5/1/2031	200,000		197,737		197,680		0.58
University Support Services, LLC	(9)	SOFR +	2.75%	8.09%	2/10/2029	9,785		9,759		9,791		0.03
								1,690,713		1,694,951		4.96
Diversified Financial Services
Barbri Holdings, Inc.	(4)(10)	SOFR +	5.75%	11.19%	4/28/2028	133,613		132,135		132,945		0.39
Lereta, LLC	(10)	SOFR +	5.25%	10.71%	7/30/2028	29,008		28,838		21,877		0.06
Mitchell International, Inc.	(9)	SOFR +	3.25%	8.59%	6/17/2031	65,229		64,903		64,755		0.19
More Cowbell II, LLC	(4)(7)(10)	SOFR +	6.00%	11.09%	9/1/2030	19,941		19,478		19,914		0.06
More Cowbell II, LLC	(4)(5)(7)(10)	SOFR +	6.00%	11.33%	9/1/2029	1,220		1,159		1,220		0.00
RFS Opco LLC	(4)(9)	SOFR +	5.00%	10.33%	4/4/2031	30,476		30,182		30,171		0.09
Sedgwick Claims Management Services, Inc.	(6)(8)	SOFR +	3.75%	9.09%	2/24/2028	5,185		5,147		5,197		0.02
SelectQuote, Inc.	(4)(10)	SOFR +	9.50%	14.94% (incl. 3.00% PIK)	5/15/2025	266,757		266,679		240,082		0.70
Solera, LLC	(9)(18)	SOFR +	4.00%	9.59%	6/2/2028	32,664		32,445		32,690		0.10
								580,966		548,851		1.61

14

Blackstone Private Credit Fund

Condensed Consolidated Schedule of Investments

June 30, 2024

(in thousands)

(Unaudited)

Investments (1)	Footnotes	Reference Rate and Spread (2)		Interest Rate (2)(15)	Maturity Date	Par Amount/Units (1)		Cost (3)		Fair Value		% of Net Assets
First Lien Debt - non-controlled/non-affiliated (continued)
Diversified REITs
Iron Mountain Information Management LLC	(8)	SOFR +	2.25%	7.59%	1/31/2031	$	5,985	$	6,007	$	5,967	0.02	%
Diversified Telecommunication Services
Point Broadband Acquisition, LLC	(4)(7)(11)	SOFR +	5.50%	10.81%	10/1/2028	230,542		227,033		229,697		0.67
Zacapa, LLC	(6)(9)	SOFR +	4.00%	9.33%	3/22/2029	7,483		7,478		7,486		0.02
								234,511		237,183		0.69
Electric Utilities
Qualus Power Services Corp.	(4)(11)	SOFR +	5.25%	10.60%	3/26/2027	61,356		60,761		61,049		0.18
Qualus Power Services Corp.	(4)(5)(7)(11)	SOFR +	5.25%	10.60%	3/26/2027	52,838		51,655		52,056		0.15
Sabre Industries Inc	(9)	SOFR +	3.25%	8.69%	6/1/2028	9,477		9,457		9,414		0.03
								121,873		122,519		0.36
Electrical Equipment
Emergency Power Holdings, LLC	(4)(7)(11)	SOFR +	5.50%	10.93%	8/17/2028	202,355		199,786		201,917		0.59
Madison IAQ, LLC	(9)	SOFR +	2.75%	8.09%	6/21/2028	39,823		39,534		39,909		0.12
								239,320		241,826		0.71
Electronic Equipment, Instruments & Components
Albireo Energy, LLC	(4)(11)	SOFR +	6.00%	11.44%	12/23/2026	25,125		24,915		22,989		0.07
Albireo Energy, LLC	(4)(5)(11)	SOFR +	6.00%	11.40%	12/23/2026	7,541		7,503		6,900		0.02
Albireo Energy, LLC	(4)(5)(11)	SOFR +	6.00%	11.42%	12/23/2026	1,934		1,925		1,770		0.01
Infinite Bidco, LLC	(9)	SOFR +	3.75%	9.34%	3/2/2028	11,946		11,932		11,491		0.03
Phoenix 1 Buyer Corp.	(4)(7)(8)	SOFR +	5.50%	10.83%	11/20/2030	43,029		42,559		43,029		0.13
								88,834		86,179		0.26

15

Blackstone Private Credit Fund

Condensed Consolidated Schedule of Investments

June 30, 2024

(in thousands)

(Unaudited)

Investments (1)	Footnotes	Reference Rate and Spread (2)		Interest Rate (2)(15)	Maturity Date	Par Amount/Units (1)		Cost (3)		Fair Value		% of Net Assets
First Lien Debt - non-controlled/non-affiliated (continued)
Energy Equipment & Services
ISQ Hawkeye Holdco, Inc.	(4)(5)(7)(10)	SOFR +	6.00%	11.38%	8/17/2029	$	8,626	$	8,468	$	8,596	0.03	%
ISQ Hawkeye Holdco, Inc.	(4)(5)(7)(10)	P +	5.00%	13.50%	8/17/2028	242		228		242		0.00
LPW Group Holdings, Inc.	(4)(5)(7)(11)	SOFR +	6.00%	11.35%	3/15/2031	32,832		31,890		32,241		0.09
								40,586		41,079		0.12
Entertainment
CE Intermediate I, LLC	(9)	SOFR +	3.50%	8.97%	11/10/2028	7,603		7,555		7,629		0.02
Renaissance Holdings Corp	(9)	SOFR +	4.25%	9.60%	4/5/2030	2,524		2,529		2,525		0.01
								10,084		10,154		0.03
Food Products
Snacking Investments US, LLC	(6)(11)	SOFR +	4.00%	9.35%	12/18/2026	4,855		4,872		4,868		0.01
Health Care Equipment & Supplies
Advancing Eyecare Center, Inc.	(4)(8)	SOFR +	5.75%	11.23%	6/13/2029	24,937		24,502		21,197		0.06
Auris Luxembourg III S.à r.l.	(6)(8)	SOFR +	4.25%	9.99%	2/28/2029	8,878		8,836		8,911		0.03
Bamboo US BidCo LLC	(4)(6)(7)(11)	SOFR +	6.75%	12.08% (incl. 3.38% PIK)	9/30/2030	31,399		30,357		31,342		0.09
Bamboo US BidCo LLC	(4)(6)(11)	E +	6.75%	10.62% (incl. 3.38% PIK)	9/30/2030	EUR	71,714	73,894		76,802		0.23
CPI Buyer, LLC	(4)(7)(10)	SOFR +	5.50%	11.11%	11/1/2028	169,473		167,226		164,974		0.48
CPI Buyer, LLC	(4)(5)(7)(10)	SOFR +	5.50%	10.83%	11/1/2028	3,164		3,077		3,033		0.01
Egrotron Acquisition, LLC	(4)(10)	SOFR +	5.75%	11.20%	7/6/2028	66,687		65,795		66,687		0.20
GCX Corporation Buyer, LLC	(4)(10)	SOFR +	5.50%	10.95%	9/13/2027	192,555		190,489		189,667		0.56
GCX Corporation Buyer, LLC	(4)(10)	SOFR +	5.50%	10.98%	9/13/2027	48,758		48,290		48,026		0.14
Natus Medical Incorporated	(4)(9)	SOFR +	5.50%	10.98%	7/20/2029	49,250		46,749		48,388		0.14
Natus Medical Incorporated	(4)(5)(7)(9)	SOFR +	4.75%	10.19%	7/21/2027	4,400		4,314		4,095		0.01
Sharp Services, LLC	(4)(8)	SOFR +	3.75%	9.08%	12/31/2028	5,203		5,203		5,242		0.02
Zeus, LLC	(4)(7)(10)	SOFR +	5.50%	10.83%	2/28/2031	49,101		48,238		48,753		0.14
								716,970		717,117		2.11
Health Care Providers & Services
123Dentist, Inc.	(4)(6)(7)(10)	CA +	5.50%	10.27%	8/10/2029	CAD	253,273	193,395		185,069		0.54
ACI Group Holdings, Inc.	(4)(5)(7)(10)	SOFR +	5.50%	10.94%	8/2/2027	5,370		5,149		5,370		0.02
ACI Group Holdings, Inc.	(4)(7)(10)	SOFR +	5.50%	10.94%	8/2/2028	116,653		114,474		116,653		0.34
ADCS Clinics Intermediate Holdings, LLC	(4)(11)	SOFR +	6.25%	11.66%	5/7/2027	10,458		10,356		10,458		0.03
ADCS Clinics Intermediate Holdings, LLC	(4)(11)	SOFR +	6.25%	11.61%	5/7/2027	8,603		8,531		8,603		0.03
ADCS Clinics Intermediate Holdings, LLC	(4)(5)(7)(11)	SOFR +	6.25%	11.65%	5/7/2026	892		863		892		0.00
ADCS Clinics Intermediate Holdings, LLC	(4)(5)(11)	SOFR +	6.25%	11.66%	5/7/2027	251		249		251		0.00

16

Blackstone Private Credit Fund

Condensed Consolidated Schedule of Investments

June 30, 2024

(in thousands)

(Unaudited)

Investments (1)	Footnotes	Reference Rate and Spread (2)		Interest Rate (2)(15)	Maturity Date	Par Amount/Units (1)		Cost (3)		Fair Value		% of Net Assets
First Lien Debt - non-controlled/non-affiliated (continued)
Health Care Providers & Services (continued)
ADMI Corp.	(9)	SOFR +	3.75%	9.21%	12/23/2027	$	39,743	$	39,616	$	39,023	0.11	%
Amerivet Partners Management, Inc.	(4)(7)(10)	SOFR +	5.25%	10.73%	2/25/2028	21,106		20,605		21,106		0.06
Canadian Hospital Specialties Ltd.	(4)(6)(11)	C +	4.50%	9.47%	4/14/2028	CAD	14,745	11,691		10,509		0.03
Canadian Hospital Specialties Ltd.	(4)(6)(10)	C +	4.50%	9.47%	4/15/2027	CAD	5,400	4,278		3,849		0.01
Caramel Bidco Limited	(4)(6)(8)	S +	6.00%	11.20%	2/24/2029	GBP	62,265	81,673		72,806		0.21
Caramel Bidco Limited	(4)(6)(8)	E +	6.00%	9.77%	2/24/2029	EUR	14,000	15,581		13,869		0.04
Caramel Bidco Limited	(4)(6)(8)	SOFR +	6.00%	11.31%	2/24/2029	6,125		6,395		5,666		0.02
CCBlue Bidco, Inc.	(4)(5)(10)	SOFR +	6.50%	11.94% PIK	12/21/2028	539,227		533,191		467,780		1.37
Continental Buyer Inc	(4)(5)(7)(10)	SOFR +	5.25%	10.58%	4/2/2031	29,121		28,554		28,534		0.08
CSC Mkg Topco LLC	(4)(10)	SOFR +	5.75%	11.19%	2/1/2029	161,238		159,124		161,238		0.47
CSC Mkg Topco LLC	(4)(10)	SOFR +	5.75%	11.18%	2/1/2029	21,579		21,085		21,579		0.06
DCA Investment Holdings, LLC	(4)(10)	SOFR +	6.41%	11.74%	4/3/2028	25,276		25,156		25,276		0.07
DCA Investment Holdings, LLC	(4)(5)(10)	SOFR +	6.50%	11.83%	4/3/2028	9,946		9,733		9,946		0.03
Epoch Acquisition, Inc.	(4)(11)	SOFR +	6.00%	11.43%	10/4/2026	28,664		28,664		28,664		0.08
Heartland Dental LLC	(10)	SOFR +	4.50%	9.84%	4/30/2028	9,975		10,024		10,013		0.03
Inception Fertility Ventures LLC	(4)(5)(7)(10)	SOFR +	5.50%	10.82%	4/29/2030	263,218		262,043		261,997		0.77
Jayhawk Buyer, LLC	(4)(11)	SOFR +	5.00%	10.44%	10/15/2026	270,800		268,350		257,260		0.75
Kwol Acquisition, Inc.	(4)(6)(10)	SOFR +	6.25%	11.51%	12/6/2029	6,587		6,437		6,587		0.02
Kwol Acquisition, Inc.	(4)(5)(6)(7)(10)	SOFR +	6.25%	11.60%	12/6/2029	224		204		224		0.00
MB2 Dental Solutions, LLC	(4)(7)(10)	SOFR +	6.00%	11.33%	2/13/2031	38,236		37,808		38,188		0.11
Midwest Physician Administrative Services, LLC	(10)	SOFR +	3.25%	8.85%	3/12/2028	8,637		8,612		7,590		0.02
Navigator Acquiror, Inc.	(4)(7)(9)	SOFR +	5.50%	10.94%	7/16/2027	495,357		493,120		450,775		1.32
Odyssey Holding Company, LLC	(4)(11)(18)	SOFR +	5.75%	11.13%	11/16/2026	59,439		59,287		59,439		0.17
Odyssey Holding Company, LLC	(4)(11)	SOFR +	5.75%	11.14%	11/16/2026	4,211		4,211		4,211		0.01
Onex TSG Intermediate Corp.	(6)(10)	SOFR +	4.75%	10.35%	2/28/2028	22,672		22,568		22,653		0.07
ONS MSO, LLC	(4)(5)(7)(11)	SOFR +	5.75%	11.09%	7/8/2026	34,984		34,552		34,621		0.10
ONS MSO, LLC	(4)(5)(7)(11)	SOFR +	6.25%	11.65%	7/8/2026	508		426		508		0.00
ONS MSO, LLC	(4)(5)(11)	SOFR +	5.75%	11.10%	7/8/2026	10,000		9,908		9,975		0.03
Pediatric Associates Holding Co., LLC	(9)	SOFR +	3.25%	8.71%	12/29/2028	2,515		2,506		2,437		0.01
Plasma Buyer, LLC	(4)(7)(10)	SOFR +	5.75%	11.08%	5/12/2029	91,475		90,111		85,358		0.25
Plasma Buyer, LLC	(4)(5)(7)(10)	SOFR +	5.75%	11.09%	5/12/2028	8,101		7,915		7,125		0.02
PPV Intermediate Holdings, LLC	(4)(7)(10)	SOFR +	5.75%	11.10%	8/31/2029	126,926		124,989		126,926		0.37
PPV Intermediate Holdings, LLC	(4)(7)(10)	SOFR +	6.00%	11.35%	8/31/2029	2,489		2,468		2,464		0.01
PSKW Intermediate, LLC	(4)(11)	SOFR +	6.25%	11.69%	3/9/2026	16,869		16,869		16,869		0.05
Smile Doctors, LLC	(4)(7)(10)	SOFR +	5.90%	11.35%	12/23/2028	520,738		513,209		509,024		1.49
Smile Doctors, LLC	(4)(5)(7)(10)	SOFR +	5.90%	11.35%	12/23/2028	47,403		45,041		45,306		0.13
Snoopy Bidco, Inc.	(4)(10)	SOFR +	6.75%	12.36% PIK	6/1/2028	685,756		679,185		666,898		1.96
SpecialtyCare, Inc.	(4)(11)	SOFR +	5.75%	11.31%	6/18/2028	67,544		66,394		66,193		0.19
SpecialtyCare, Inc.	(4)(5)(11)	SOFR +	5.75%	11.33%	6/18/2028	584		580		573		0.00
SpecialtyCare, Inc.	(4)(5)(7)(8)	SOFR +	4.00%	9.44%	6/18/2028	2,255		2,185		2,255		0.01
Stepping Stones Healthcare Services, LLC	(4)(5)(7)(10)	SOFR +	5.00%	10.33%	1/2/2029	179,558		177,148		178,169		0.52
Surgery Centers Holdings, Inc.	(6)(8)	SOFR +	2.75%	8.09%	12/19/2030	5,687		5,695		5,708		0.02
The Fertility Partners, Inc.	(4)(5)(6)(7)(10)	C +	5.75%	10.75%	3/16/2028	CAD	136,568	105,429		94,482		0.28

17

Blackstone Private Credit Fund

Condensed Consolidated Schedule of Investments

June 30, 2024

(in thousands)

(Unaudited)

Investments (1)	Footnotes	Reference Rate and Spread (2)		Interest Rate (2)(15)	Maturity Date	Par Amount/Units (1)		Cost (3)		Fair Value		% of Net Assets
First Lien Debt - non-controlled/non-affiliated (continued)
Health Care Providers & Services (continued)
The Fertility Partners, Inc.	(4)(6)(10)	SOFR +	5.75%	11.21%	3/16/2028	$	45,905	$	45,252	$	43,609	0.13	%
The GI Alliance Management, LLC	(4)(11)	SOFR +	5.50%	11.00%	9/15/2028	257,180		251,762		257,180		0.75
The GI Alliance Management, LLC	(4)(11)	SOFR +	5.50%	10.98%	9/15/2028	28,516		28,252		28,516		0.08
The GI Alliance Management, LLC	(4)(7)(11)	SOFR +	5.50%	10.99%	9/15/2028	55,413		53,148		54,230		0.16
TTF Holdings, LLC	(4)(10)	SOFR +	4.00%	9.46%	3/31/2028	2,753		2,742		2,750		0.01
UMP Holdings, LLC	(4)(10)	SOFR +	5.75%	11.07%	7/15/2028	9,548		9,420		9,500		0.03
UMP Holdings, LLC	(4)(5)(7)(10)	SOFR +	5.75%	11.08%	7/15/2028	13,092		13,003		12,988		0.04
Unified Physician Management, LLC	(4)(7)(9)	SOFR +	5.25%	10.59%	6/18/2029	882,923		882,905		882,904		2.59
US Oral Surgery Management Holdco, LLC	(4)(7)(10)	SOFR +	5.25%	10.65%	11/20/2028	216,239		214,578		216,239		0.63
US Oral Surgery Management Holdco, LLC	(4)(5)(7)(10)	SOFR +	6.00%	11.43%	11/20/2028	2,278		2,012		2,152		0.01
US Oral Surgery Management Holdco, LLC	(4)(5)(10)	SOFR +	6.50%	11.93%	11/20/2028	2,682		2,682		2,682		0.01
Veonet GmbH	(6)(8)	S +	5.50%	10.70%	3/14/2029	GBP	253,448	321,549		318,381		0.93
WHCG Purchaser III, Inc.	(4)(5)(10)(17)	SOFR +	5.75%	11.34%	6/22/2028	102,373		101,266		66,542		0.20
WHCG Purchaser III, Inc.	(4)(5)(7)(10)(17)	SOFR +	5.75%	11.34%	6/22/2026	12,455		12,356		8,085		0.02
								6,316,564		6,116,727		17.90
Health Care Technology
athenahealth, Inc.	(9)	SOFR +	3.25%	8.59%	2/15/2029	36,374		36,107		36,300		0.11
Caerus US 1, Inc.	(4)(6)(10)	SOFR +	5.00%	10.33%	5/25/2029	385,608		380,212		385,608		1.13
Caerus US 1, Inc.	(4)(6)(7)(10)	SOFR +	5.00%	10.33%	5/25/2029	304,167		301,452		303,638		0.89
Caerus US 1, Inc.	(4)(6)(8)	SOFR +	5.00%	10.33%	5/25/2029	70,172		70,172		70,172		0.21
Color Intermediate LLC	(4)(10)	SOFR +	5.50%	10.93%	10/4/2029	366,993		360,142		366,993		1.08
Cotiviti, Inc.	(8)	SOFR +	3.25%	8.58%	5/1/2031	43,482		43,269		43,373		0.13
Edifecs, Inc.	(4)(10)	SOFR +	5.75%	11.08% (incl. 2.35% PIK)	9/21/2026	154,816		153,706		154,816		0.45
Edifecs, Inc.	(4)(10)	SOFR +	5.75%	11.08% (incl. 2.35% PIK)	11/20/2028	204,233		201,124		204,233		0.60
Edifecs, Inc.	(4)(11)	SOFR +	5.75%	11.08% (incl. 2.35% PIK)	9/21/2026	95,654		95,733		95,654		0.28
GI Ranger Intermediate, LLC	(4)(7)(10)	SOFR +	6.00%	11.48%	10/29/2028	103,345		102,106		103,345		0.30
Healthcomp Holding Company, LLC	(4)(10)	SOFR +	6.25%	11.57% (incl. 3.00% PIK)	11/8/2029	182,648		181,042		181,734		0.53
Imprivata, Inc.	(9)	SOFR +	3.50%	9.09%	12/1/2027	2,013		2,013		2,025		0.01
Neptune Holdings, Inc.	(4)(7)(11)	SOFR +	5.75%	11.04%	8/31/2030	14,925		14,553		14,925		0.04
Netsmart Technologies, Inc.	(10)	SOFR +	3.75%	9.21%	10/1/2027	12,904		12,940		12,954		0.04
NMC Crimson Holdings, Inc.	(4)(10)	SOFR +	6.09%	11.54%	3/1/2028	71,173		70,055		71,173		0.21
NMC Crimson Holdings, Inc.	(4)(10)	SOFR +	6.09%	11.56%	3/1/2028	14,758		14,624		14,758		0.04
Project Ruby Ultimate Parent Corp.	(10)	SOFR +	3.25%	8.71%	3/10/2028	9,134		9,109		9,159		0.03
Rocky MRA Acquisition Corp	(4)(9)	SOFR +	5.75%	11.15%	4/1/2028	164,310		162,453		164,310		0.48
Waystar Technologies, Inc.	(8)	SOFR +	2.75%	8.10%	10/22/2029	7,206		7,201		7,224		0.02
								2,218,013		2,242,394		6.58

18

Blackstone Private Credit Fund

Condensed Consolidated Schedule of Investments

June 30, 2024

(in thousands)

(Unaudited)

Investments (1)	Footnotes	Reference Rate and Spread (2)		Interest Rate (2)(15)	Maturity Date	Par Amount/Units (1)		Cost (3)		Fair Value		% of Net Assets
First Lien Debt - non-controlled/non-affiliated (continued)
Hotels, Restaurants & Leisure
Alterra Mountain Company	(8)	SOFR +	3.25%	8.59%	8/17/2028	$	9,154	$	9,154	$	9,196	0.03	%
Bally's Corp	(6)(9)	SOFR +	3.25%	8.84%	10/2/2028	9,577		9,544		9,118		0.03
Caesars Entertainment Inc	(6)(13)	SOFR +	2.75%	8.10%	2/6/2030	2,871		2,892		2,877		0.01
Century Casinos, Inc.	(6)(10)	SOFR +	6.00%	11.43%	4/2/2029	31,369		30,939		30,428		0.09
Fertitta Entertainment, LLC	(9)	SOFR +	3.75%	9.08%	1/27/2029	13,392		13,387		13,423		0.04
Flynn Restaurant Group LP	(9)	SOFR +	4.25%	9.71%	12/1/2028	7,528		7,485		7,541		0.02
IRB Holding Corp.	(10)	SOFR +	2.75%	8.18%	12/15/2027	21,534		21,545		21,550		0.06
Mic Glen, LLC	(9)	SOFR +	3.50%	8.96%	7/21/2028	12,791		12,780		12,808		0.04
New Red Finance, Inc.	(6)(8)	SOFR +	1.75%	7.09%	9/12/2030	6,484		6,468		6,476		0.02
Scientific Games Holdings LP	(9)	SOFR +	3.00%	8.31%	4/4/2029	14,778		14,785		14,766		0.04
Tacala Investment Corp.	(10)	SOFR +	4.00%	9.34%	1/31/2031	2,993		3,007		3,009		0.01
Whatabrands LLC	(9)	SOFR +	2.75%	8.09%	8/3/2028	11,380		11,385		11,396		0.03
								143,371		142,588		0.42
Household Durables
AI Aqua Merger Sub, Inc.	(6)(9)	SOFR +	4.00%	9.33%	7/31/2028	32,473		32,376		32,567		0.10
Industrial Conglomerates
Bettcher Industries, Inc.	(9)	SOFR +	4.00%	9.34%	12/14/2028	6,972		6,927		6,959		0.02
CEP V Investment 11 S.à r.l.	(4)(6)(10)	SA +	6.52%	8.22%	2/11/2028	CHF	47,449	47,629		52,812		0.15
CEP V Investment 11 S.à r.l.	(4)(6)(10)	E +	6.45%	10.32%	2/23/2028	EUR	54,899	51,916		58,794		0.17
Engineered Machinery Holdings, Inc.	(10)	SOFR +	3.75%	9.35%	5/19/2028	11,814		11,782		11,876		0.03
Excelitas Technologies Corp.	(4)(8)	E +	5.25%	8.95%	8/13/2029	EUR	24,944	25,235		26,713		0.08
Excelitas Technologies Corp.	(4)(5)(7)(10)	SOFR +	5.25%	10.58%	8/13/2029	31,088		30,368		31,039		0.09
FCG Acquisitions, Inc.	(9)	SOFR +	3.75%	9.35%	3/31/2028	22,819		22,756		22,850		0.07
SPX Flow, Inc.	(9)	SOFR +	3.50%	8.84%	4/5/2029	6,901		6,901		6,949		0.02
Victory Buyer, LLC	(9)	SOFR +	3.75%	9.34%	11/19/2028	22,518		22,453		21,730		0.06
								225,967		239,722		0.69
Insurance
Alera Group, Inc.	(4)(10)	SOFR +	5.25%	10.59%	10/2/2028	55,152		54,809		55,152		0.16
Alera Group, Inc.	(4)(7)(10)	SOFR +	5.75%	11.09%	10/2/2028	3,640		3,527		3,640		0.01
Alliant Holdings Intermediate, LLC	(9)	SOFR +	3.50%	8.84%	11/6/2030	3,663		3,661		3,676		0.01
Amerilife Holdings LLC	(4)(7)(10)	SOFR +	5.75%	11.08%	8/31/2029	459,397		451,062		458,752		1.35
AmWINS Group Inc	(10)	SOFR +	2.25%	7.71%	2/19/2028	6,467		6,455		6,469		0.02
AssuredPartners, Inc.	(9)	SOFR +	3.50%	8.84%	2/14/2031	25,609		25,575		25,705		0.08
Baldwin Risk Partners, LLC	(4)(6)(9)	SOFR +	3.25%	8.59%	5/26/2031	8,237		8,221		8,248		0.02
BroadStreet Partners Inc.	(8)	SOFR +	3.25%	8.59%	6/14/2031	6,000		6,045		5,991		0.02
CFC Underwriting, Ltd.	(4)(6)(7)(9)	SOFR +	4.95%	10.27%	5/16/2029	138,161		135,535		137,904		0.40
Foundation Risk Partners Corp.	(4)(5)(7)(10)	SOFR +	5.25%	10.58%	10/29/2030	27,569		27,058		27,235		0.08
Foundation Risk Partners Corp.	(4)(5)(7)(10)	SOFR +	5.25%	10.58%	10/29/2030	12,252		11,933		11,982		0.04
Foundation Risk Partners Corp.	(4)(10)	SOFR +	5.25%	10.58%	10/29/2030	34,702		34,360		34,702		0.10
Galway Borrower, LLC	(4)(7)(10)	SOFR +	5.25%	10.68%	9/29/2028	221,033		218,623		221,031		0.65
Galway Borrower, LLC	(4)(5)(7)(10)	SOFR +	5.25%	10.69%	9/29/2028	2,620		2,388		2,620		0.01
Gimlet Bidco GmbH	(4)(6)(8)	E +	5.75%	9.64%	4/23/2031	EUR	110,003	114,326		114,863		0.34
Gimlet Bidco GmbH	(4)(6)(7)(8)	E +	5.75%	9.64%	4/23/2031	EUR	8,148	7,823		7,527		0.02
High Street Buyer, Inc.	(4)(10)	SOFR +	5.25%	10.58%	4/14/2028	96,753		95,757		96,753		0.28
High Street Buyer, Inc.	(4)(5)(7)(10)	SOFR +	5.25%	10.58%	4/16/2028	52,143		50,811		51,317		0.15
Integrity Marketing Acquisition, LLC	(4)(7)(11)	SOFR +	6.05%	11.50%	8/27/2026	79,554		79,088		79,551		0.23

19

Blackstone Private Credit Fund

Condensed Consolidated Schedule of Investments

June 30, 2024

(in thousands)

(Unaudited)

Investments (1)	Footnotes	Reference Rate and Spread (2)		Interest Rate (2)(15)	Maturity Date	Par Amount/Units (1)		Cost (3)		Fair Value		% of Net Assets
First Lien Debt - non-controlled/non-affiliated (continued)
Insurance (continued)
Integrity Marketing Acquisition, LLC	(4)(10)	SOFR +	6.02%	11.37%	8/27/2026	$	96,351	$	95,358	$	96,351	0.28	%
Integrity Marketing Acquisition, LLC	(4)(7)(10)	SOFR +	6.00%	11.35%	8/27/2026	5,401		5,330		5,386		0.02
Integrity Marketing Acquisition, LLC	(4)(10)	SOFR +	6.02%	11.47%	8/27/2026	71,627		71,150		71,627		0.21
Integrity Marketing Acquisition, LLC	(4)(5)(10)	SOFR +	6.03%	11.48%	8/27/2026	2,304		2,288		2,304		0.01
OneDigital Borrower LLC	(4)(9)	SOFR +	3.25%	8.60%	6/13/2031	10,000		9,988		9,988		0.03
Paisley Bidco Ltd	(4)(5)(6)(7)(8)	S +	5.25%	10.45%	4/18/2031	GBP	12,094	14,864		14,976		0.04
Paisley Bidco Ltd	(4)(5)(6)(8)	E +	5.25%	9.12%	4/18/2031	EUR	7,947	8,429		8,384		0.02
PGIS Intermediate Holdings, LLC	(4)(7)(10)	SOFR +	5.00%	10.48%	10/16/2028	24,096		23,794		23,953		0.07
PGIS Intermediate Holdings, LLC	(4)(5)(7)(10)	SOFR +	5.75%	11.09%	10/16/2028	8,163		7,930		7,954		0.02
Riser Merger Sub, Inc.	(4)(5)(10)	S +	6.00%	11.20%	10/31/2029	GBP	9,245	11,054		11,686		0.03
Riser Merger Sub, Inc.	(4)(7)(10)	SOFR +	6.00%	11.33%	10/31/2029	91,346		89,092		90,968		0.27
Riser Merger Sub, Inc.	(4)(7)(10)	SOFR +	5.00%	10.34%	10/31/2029	14,707		14,214		14,208		0.04
RSC Acquisition, Inc.	(4)(10)	SOFR +	5.50%	10.98%	11/1/2029	129,583		128,933		129,583		0.38
RSC Acquisition, Inc.	(4)(5)(7)(10)	SOFR +	6.00%	11.34%	11/1/2029	47,887		47,190		47,747		0.14
SG Acquisition, Inc.	(4)(5)(7)(9)	SOFR +	5.00%	10.30%	4/3/2030	222,354		220,681		222,354		0.65
Shelf Bidco Ltd	(4)(6)(10)(18)	SOFR +	6.34%	12.01%	1/3/2030	131,385		128,271		131,385		0.39
Tennessee Bidco Limited	(4)(5)(6)(8)	E +	7.00%	10.87% (incl. 2.50% PIK)	8/3/2028	EUR	5,575	7,006		5,971		0.02
Tennessee Bidco Limited	(4)(6)(8)	S +	7.28%	12.46% (incl. 2.50% PIK)	7/9/2028	GBP	146,599	198,296		185,316		0.54
Tennessee Bidco Limited	(4)(6)(8)	SOFR +	7.10%	12.37% (incl. 2.50% PIK)	7/9/2028	170,742		167,845		170,742		0.50
Tennessee Bidco Limited	(4)(6)(8)	SOFR +	7.10%	12.37% (incl. 2.50% PIK)	8/3/2028	49,399		48,935		49,399		0.14
Tennessee Bidco Limited	(4)(6)(8)	SOFR +	6.25%	11.63% (incl. 1.25% PIK)	8/3/2028	273,027		265,710		273,027		0.80
Truist Insurance Holdings, LLC	(8)	SOFR +	3.25%	8.58%	3/24/2031	38,401		38,322		38,531		0.11
Truist Insurance Holdings LLC	(4)(5)(7)(8)	SOFR +	3.25%	8.58%	5/6/2029	1,693		1,259		1,597		0.00
USI, Inc.	(8)	SOFR +	2.75%	8.08%	11/22/2029	8,868		8,868		8,879		0.03
USI, Inc.	(8)	SOFR +	2.75%	8.08%	9/29/2030	1,985		1,985		1,988		0.01
World Insurance Associates, LLC	(4)(7)(11)	SOFR +	6.00%	11.33%	4/3/2028	43,117		41,884		42,583		0.12
								2,995,733		3,020,005		8.84
Interactive Media & Services
Arches Buyer Inc	(9)	SOFR +	3.25%	8.69%	12/6/2027	3,590		3,575		3,442		0.01
Project Boost Purchaser, LLC	(9)	SOFR +	3.50%	8.96%	5/30/2026	4,862		4,832		4,872		0.01
								8,407		8,314		0.02

20

Blackstone Private Credit Fund

Condensed Consolidated Schedule of Investments

June 30, 2024

(in thousands)

(Unaudited)

Investments (1)	Footnotes	Reference Rate and Spread (2)		Interest Rate (2)(15)	Maturity Date	Par Amount/Units (1)		Cost (3)		Fair Value		% of Net Assets
First Lien Debt - non-controlled/non-affiliated (continued)
Internet & Direct Marketing Retail
Identity Digital Inc	(4)(11)	SOFR +	5.25%	10.78%	12/29/2027	$	503,716	$	502,611	$	503,716	1.48	%
Hoya Midco, LLC	(6)(9)	SOFR +	3.00%	8.33%	2/3/2029	9,520		9,485		9,572		0.03
Prodege International Holdings, LLC	(4)(10)	SOFR +	5.75%	11.24%	12/15/2027	553,288		547,778		533,923		1.57
								1,059,874		1,047,211		3.08
IT Services
Ahead DB Holdings, LLC	(10)	SOFR +	3.75%	9.16%	2/1/2031	2,531		2,538		2,542		0.01
AI Altius Bidco, Inc.	(4)(5)(8)		9.75%	9.75% PIK	12/21/2029	27,000		26,595		26,865		0.08
AI Altius Bidco, Inc.	(4)(5)(7)(10)	SOFR +	4.75%	10.03%	12/21/2028	27,021		26,541		27,021		0.08
AI Altius US Bidco Inc	(4)(10)	SOFR +	4.75%	10.03%	12/21/2028	218,247		216,017		218,247		0.64
Allium Buyer LLC	(4)(7)(11)	SOFR +	6.75%	12.08%	5/2/2030	1,588		1,542		1,588		0.00
Dcert Buyer, Inc.	(8)	SOFR +	4.00%	9.34%	10/16/2026	19,406		19,419		18,957		0.06
Infostretch Corporation	(4)(10)	SOFR +	5.75%	11.23%	4/1/2028	179,340		177,098		166,338		0.49
Inovalon Holdings, Inc.	(4)(10)	SOFR +	6.25%	11.84% (incl. 2.75% PIK)	11/24/2028	996,427		981,799		996,427		2.92
Inovalon Holdings, Inc.	(4)(5)(10)	SOFR +	6.25%	11.84% (incl. 2.75% PIK)	11/24/2028	76,226		75,175		76,226		0.22
KEN Bidco Ltd	(4)(5)(6)(10)	S +	6.00%	11.31%	8/3/2028	GBP	13,921	16,966		17,378		0.05
Monterey Financing, S.à r.l.	(4)(6)(8)	CI +	6.00%	9.60%	9/28/2029	DKK	560,750	72,495		79,918		0.23
Monterey Financing, S.à r.l.	(4)(6)(9)	N +	6.00%	10.63%	9/28/2029	NOK	599,094	54,754		55,690		0.16
Monterey Financing, S.à r.l.	(4)(6)(8)	ST +	6.00%	9.72%	9/28/2029	SEK	243,186	21,323		22,772		0.07
Monterey Financing, S.à r.l.	(4)(6)(7)(9)	E +	6.00%	9.65%	9/28/2029	EUR	110,819	105,524		117,532		0.34
Newfold Digital Holdings Group Inc	(10)	SOFR +	3.50%	8.94%	2/10/2028	44,370		44,159		41,319		0.12
Park Place Technologies, LLC	(4)(7)(10)	SOFR +	5.25%	10.59%	3/25/2031	561,453		556,033		558,208		1.64
Park Place Technologies, LLC	(4)(7)(10)	SOFR +	5.25%	10.58%	3/25/2030	7,452		6,824		7,123		0.02
Razor Holdco, LLC	(4)(10)	SOFR +	5.75%	11.18%	10/25/2027	186,450		184,387		186,450		0.55
Red River Technology, LLC	(4)(11)	SOFR +	6.00%	11.54%	5/26/2027	147,042		145,798		147,042		0.43
Redwood Services Group, LLC	(4)(10)	SOFR +	6.25%	11.69%	6/15/2029	62,413		61,344		62,413		0.18
Redwood Services Group, LLC	(4)(5)(7)(10)	SOFR +	5.75%	11.19%	6/15/2028	405		307		352		0.00
Turing Holdco, Inc.	(4)(6)(8)	E +	6.00%	9.82% (incl. 2.50% PIK)	9/28/2028	EUR	16,952	19,238		17,928		0.05
Turing Holdco, Inc.	(4)(6)(7)(8)	E +	6.00%	9.89% (incl. 2.50% PIK)	8/3/2028	EUR	6,228	7,166		6,587		0.02
Turing Holdco, Inc.	(4)(6)(7)(8)	SOFR +	6.10%	11.41% (incl. 2.50% PIK)	10/16/2028	6,543		6,901		6,461		0.02
Turing Holdco, Inc.	(4)(6)(8)	SOFR +	6.00%	11.42% (incl. 2.50% PIK)	9/28/2028	13,147		12,916		12,983		0.04
Turing Holdco, Inc.	(4)(5)(6)(10)	S +	6.00%	11.32%	8/3/2028	GBP	23,404	28,522		29,215		0.09
Turing Holdco, Inc.	(4)(5)(6)(10)	SOFR +	6.00%	11.00%	8/3/2028	31,139		30,238		30,750		0.09
Virtusa Corp.	(10)	SOFR +	3.25%	8.59%	2/15/2029	12,181		12,181		12,229		0.04
								2,913,800		2,946,561		8.64

21

Blackstone Private Credit Fund

Condensed Consolidated Schedule of Investments

June 30, 2024

(in thousands)

(Unaudited)

Investments (1)	Footnotes	Reference Rate and Spread (2)		Interest Rate (2)(15)	Maturity Date	Par Amount/Units (1)		Cost (3)		Fair Value		% of Net Assets
First Lien Debt - non-controlled/non-affiliated (continued)
Leisure Products
Motion Finco, LLC	(6)(8)	SOFR +	3.50%	8.83%	11/12/2029	$	12,405	$	12,379	$	12,423	0.04	%
Life Sciences Tools & Services
Cambrex Corp.	(10)	SOFR +	3.50%	8.94%	12/4/2026	4,528		4,536		4,470		0.01
Jupiter Bidco Limited	(4)(6)(7)(9)	E +	6.25%	10.08%	8/27/2029	EUR	5,922	2,351		4,416		0.01
Jupiter Bidco Limited	(4)(6)(10)	SOFR +	6.25%	11.59%	8/27/2029	88,177		86,229		70,101		0.21
LSCS Holdings, Inc.	(9)	SOFR +	4.50%	9.96%	12/16/2028	7,968		7,942		7,893		0.02
Packaging Coordinators Midco, Inc.	(10)	SOFR +	3.25%	8.58%	11/30/2027	1,857		1,857		1,866		0.01
Phoenix Newco, Inc.	(6)(9)	SOFR +	3.25%	8.71%	11/15/2028	1,980		1,980		1,986		0.01
								104,895		90,732		0.27

22

Blackstone Private Credit Fund

Condensed Consolidated Schedule of Investments

June 30, 2024

(in thousands)

(Unaudited)

Investments (1)	Footnotes	Reference Rate and Spread (2)		Interest Rate (2)(15)	Maturity Date	Par Amount/Units (1)		Cost (3)		Fair Value		% of Net Assets
First Lien Debt - non-controlled/non-affiliated (continued)
Machinery
Chart Industries, Inc.	(6)(9)	SOFR +	3.25%	8.68%	3/16/2030	$	5,467	$	5,467	$	5,495	0.02	%
MHE Intermediate Holdings, LLC	(4)(7)(11)	SOFR +	6.00%	11.48%	7/21/2027	7,384		7,299		7,384		0.02
MHE Intermediate Holdings, LLC	(4)(5)(11)	SOFR +	6.50%	11.98%	7/21/2027	354		350		354		0.00
MHE Intermediate Holdings, LLC	(4)(5)(11)	SOFR +	6.25%	11.73%	7/21/2027	353		347		353		0.00
Pro Mach Group, Inc.	(11)	SOFR +	3.50%	8.84%	8/31/2028	6,912		6,861		6,955		0.02
TK Elevator U.S. Newco, Inc.	(6)(9)	SOFR +	3.50%	8.79%	4/30/2030	17,583		17,540		17,695		0.05
								37,864		38,236		0.11
Marine
Armada Parent, Inc.	(4)(7)(10)	SOFR +	5.75%	11.20%	10/29/2027	230,328		227,505		227,755		0.67
Kattegat Project Bidco AB	(4)(5)(6)(7)(8)	E +	6.00%	9.72%	4/7/2031	EUR	51,768	54,601		53,904		0.16
Kattegat Project Bidco AB	(4)(5)(6)(8)	SOFR +	6.00%	11.33%	4/7/2031	4,522		4,413		4,409		0.01
								286,519		286,068		0.84
Media
Bimini Group Purchaser Inc	(4)(5)(7)(10)	SOFR +	5.25%	10.60%	4/26/2031	208,166		205,763		205,699		0.60
Bimini Group Purchaser Inc	(4)(5)(7)(10)	SOFR +	5.25%	10.60%	4/26/2031	8,555		8,360		8,355		0.02
Digital Media Solutions, LLC	(6)(10)(17)	SOFR +	11.00%	16.57% PIK	5/25/2026	33,699		33,382		4,044		0.01
Digital Media Solutions LLC	(4)(5)(6)(10)	SOFR +	8.00%	13.61% PIK	2/25/2026	1,977		1,977		1,977		0.01
Houghton Mifflin, LLC	(7)(9)	SOFR +	4.25%	9.68%	4/7/2027	1,125		892		760		0.00
McGraw-Hill Education, Inc.	(9)	SOFR +	4.75%	10.20%	7/28/2028	18,220		18,111		18,275		0.05
Radiate Holdco, LLC	(10)	SOFR +	3.25%	8.71%	9/25/2026	28,335		28,309		23,028		0.07
Sunrise Financing Partnership	(6)(8)	SOFR +	3.00%	8.44%	1/31/2029	5,000		4,942		4,980		0.01
Trader Corp.	(4)(6)(7)(10)	C +	6.75%	11.74%	12/22/2029	CAD	109,128	77,330		79,769		0.23
Trader Corp.	(4)(5)(6)(10)	CA +	5.50%	10.28%	12/21/2029	CAD	49,036	35,480		35,844		0.11
								414,546		382,731		1.11
Metals & Mining
American Rock Salt Company, LLC	(10)	SOFR +	4.00%	9.61%	6/9/2028	9,341		9,334		8,034		0.02
SCIH Salt Holdings, Inc.	(10)	SOFR +	3.50%	8.83%	3/16/2027	13,289		13,242		13,314		0.04
								22,576		21,348		0.06
Oil, Gas & Consumable Fuels
Eagle Midstream Canada Finance, Inc.	(4)(6)(10)	SOFR +	6.25%	11.57%	8/15/2028	26,332		25,935		26,332		0.08
Freeport LNG Investments, LLLP	(9)	SOFR +	3.50%	9.09%	12/21/2028	34,994		34,932		34,999		0.10
KKR Alberta Midstream Finance, Inc	(4)(6)(10)	SOFR +	6.25%	11.57%	8/15/2028	14,325		14,109		14,325		0.04
								74,976		75,656		0.22
Paper & Forest Products
Profile Products, LLC	(4)(7)(10)	SOFR +	5.50%	10.93%	11/12/2027	63,300		62,624		61,725		0.18
Profile Products, LLC	(4)(5)(7)(10)	P +	4.50%	13.00%	11/12/2027	2,546		2,437		2,323		0.01
								65,061		64,048		0.19

23

Blackstone Private Credit Fund

Condensed Consolidated Schedule of Investments

June 30, 2024

(in thousands)

(Unaudited)

Investments (1)	Footnotes	Reference Rate and Spread (2)		Interest Rate (2)(15)	Maturity Date	Par Amount/Units (1)		Cost (3)		Fair Value		% of Net Assets
First Lien Debt - non-controlled/non-affiliated (continued)
Pharmaceuticals
Dechra Pharmaceuticals Holdings Ltd	(4)(5)(6)(7)(8)	E +	6.25%	10.18%	1/24/2031	EUR	97,791	$	104,248	$	104,571	0.31	%
Dechra Pharmaceuticals Holdings Ltd	(4)(5)(6)(7)(10)	SOFR +	6.25%	11.43%	1/24/2031	$	1,083	905		919		0.00
Doc Generici (Diocle S.p.A.)	(4)(5)(6)(7)(8)	E +	6.50%	10.21%	10/27/2028	EUR	60,136	58,273		64,332		0.19
Eden Acquisitionco Ltd	(4)(6)(7)(10)	SOFR +	6.25%	11.51%	11/18/2030	108,046		105,498		107,949		0.32
Gusto Sing Bidco Pte Ltd	(4)(5)(6)(7)(10)	BB +	6.50%	10.90%	10/30/2028	AUD	1,000	640		651		0.00
Padagis, LLC	(6)(9)	SOFR +	4.75%	10.31%	7/6/2028	29,371		29,342		28,783		0.08
Rhea Parent, Inc.	(4)(10)	SOFR +	5.50%	10.83%	2/18/2029	202,370		199,679		202,370		0.59
								498,585		509,575		1.49
Professional Services
ALKU, LLC	(4)(10)	SOFR +	6.25%	11.59%	5/23/2029	55,128		54,029		55,128		0.16
ALKU, LLC	(4)(10)	SOFR +	5.50%	10.84%	5/23/2029	4,988		4,895		4,925		0.01
Apex Companies, LLC	(4)(11)	SOFR +	6.25%	11.58%	1/31/2028	1,605		1,574		1,605		0.00
Apex Companies, LLC	(4)(5)(7)(11)	SOFR +	5.75%	11.09%	3/15/2026	320		309		310		0.00
Apex Companies, LLC	(4)(5)(11)	SOFR +	6.25%	11.59%	1/31/2028	369		361		369		0.00
APFS Staffing Holdings Inc	(9)	SOFR +	4.00%	9.34%	12/29/2028	6,116		6,091		6,108		0.02
Armor Holdco, Inc.	(6)(9)	SOFR +	4.50%	10.01%	12/11/2028	6,395		6,373		6,431		0.02
Baker Tilly Advisory Group LP	(4)(5)(7)(10)	SOFR +	5.00%	10.33%	6/3/2031	169,479		166,165		166,123		0.49
Cast & Crew Payroll, LLC	(9)	SOFR +	3.75%	9.09%	12/29/2028	11,631		11,538		11,651		0.03
CFGI Holdings, LLC	(4)(7)(10)	SOFR +	4.50%	9.84%	11/2/2027	20,891		20,437		20,492		0.06
Chronicle Bidco, Inc.	(4)(7)(11)	SOFR +	6.25%	11.90%	5/18/2029	2,892		2,892		2,892		0.01
Chronicle Bidco, Inc.	(4)(11)	SOFR +	6.25%	11.90%	5/18/2029	41,976		41,707		41,976		0.12
Chronicle Bidco, Inc.	(4)(7)(11)	SOFR +	6.25%	11.49%	3/17/2031	733		590		593		0.00
Cisive Holdings Corp	(4)(7)(11)	SOFR +	5.75%	11.18%	12/8/2028	33,774		33,642		33,347		0.10
Claims Automation Intermediate 2, LLC	(4)(7)(10)	SOFR +	4.75%	10.18%	12/16/2027	44,688		44,172		44,688		0.13
Claims Automation Intermediate 2, LLC	(4)(7)(10)	SOFR +	4.75%	10.20%	12/16/2027	34,260		33,668		33,747		0.10
Clearview Buyer, Inc.	(4)(7)(10)	SOFR +	5.35%	10.68%	8/26/2027	119,265		117,757		118,935		0.35
Cumming Group, Inc.	(4)(7)(11)	SOFR +	5.25%	10.59%	5/26/2027	197,045		194,725		197,045		0.58
Cumming Group, Inc.	(4)(7)(11)	SOFR +	5.25%	10.59%	11/16/2027	25,346		24,910		25,202		0.07
Deerfield Dakota Holding, LLC	(11)	SOFR +	3.75%	9.08%	4/9/2027	84,819		84,557		84,881		0.25
Eliassen Group, LLC	(4)(10)	SOFR +	5.75%	11.08%	4/14/2028	67,386		66,760		66,712		0.20
Emerald US, Inc.	(6)(8)	SOFR +	3.75%	9.35%	7/12/2028	3,829		3,826		3,832		0.01
EP Purchaser LLC	(9)	SOFR +	3.50%	9.10%	11/6/2028	9,498		9,350		9,515		0.03
G&A Partners Holding Company II, LLC	(4)(9)	SOFR +	5.50%	10.85%	3/1/2031	60,493		59,341		59,737		0.18
G&A Partners Holding Company II, LLC	(4)(7)(9)	SOFR +	5.50%	10.85%	3/1/2030	2,367		2,004		2,022		0.01
Guidehouse, Inc.	(4)(10)	SOFR +	5.75%	11.09% (incl. 2.00% PIK)	12/16/2030	1,235,190		1,225,567		1,235,190		3.62
IG Investments Holdings, LLC	(4)(7)(10)	SOFR +	6.00%	11.43%	9/22/2028	441,601		435,678		441,601		1.30
IG Investments Holdings, LLC	(4)(5)(10)	SOFR +	6.00%	11.33%	9/22/2028	4,244		4,204		4,244		0.01
Inmar, Inc.	(11)	SOFR +	5.50%	10.84%	5/1/2026	29,603		28,939		29,714		0.09

24

Blackstone Private Credit Fund

Condensed Consolidated Schedule of Investments

June 30, 2024

(in thousands)

(Unaudited)

Investments (1)	Footnotes	Reference Rate and Spread (2)		Interest Rate (2)(15)	Maturity Date	Par Amount/Units (1)		Cost (3)		Fair Value		% of Net Assets
First Lien Debt - non-controlled/non-affiliated (continued)
Professional Services (continued)
Kaufman Hall & Associates, LLC	(4)(10)	SOFR +	5.25%	10.69%	12/14/2028	$	95,837	$	94,617	$	95,837	0.28	%
Kwor Acquisition, Inc.	(4)(5)(11)	SOFR +	5.25%	10.68%	12/22/2028	1,392		1,380		1,344		0.00
Kwor Acquisition, Inc.	(4)(5)(7)(10)	P +	4.25%	12.75%	12/22/2027	9,390		9,284		8,963		0.03
Legacy Intermediate, LLC	(4)(10)	SOFR +	5.75%	11.25%	2/25/2028	121,168		119,710		121,168		0.36
Legacy Intermediate, LLC	(4)(9)	SOFR +	5.75%	11.24%	2/25/2028	23,341		22,920		23,341		0.07
Mantech International CP	(4)(5)(7)(10)	SOFR +	5.00%	10.33%	9/14/2029	903,634		889,141		902,435		2.65
Mercury Bidco Globe Limited	(4)(5)(6)(7)(8)	S +	6.25%	11.45%	1/31/2031	GBP	80,581	100,225		101,576		0.30
Mercury Borrower Inc	(9)	SOFR +	3.50%	8.96%	8/2/2028	41,030		40,942		41,112		0.12
Minotaur Acquisition, Inc.	(4)(5)(7)(11)	SOFR +	5.00%	10.35%	5/10/2030	99,098		96,621		96,587		0.28
MPG Parent Holdings, LLC	(4)(7)(11)	SOFR +	5.25%	10.58%	1/8/2030	18,212		17,793		18,212		0.05
Oxford Global Resources Inc	(4)(11)	SOFR +	6.00%	11.50%	8/17/2027	93,356		92,383		93,356		0.27
Oxford Global Resources Inc	(4)(5)(7)(11)	SOFR +	6.00%	11.47%	8/17/2027	8,772		8,608		8,772		0.03
Oxford Global Resources Inc	(4)(5)(9)	SOFR +	6.00%	11.33%	6/6/2030	9,974		9,777		9,974		0.03
Pavion Corp.	(4)(6)(10)	SOFR +	5.75%	11.08%	10/30/2030	117,689		115,561		117,689		0.35
Pavion Corp.	(4)(5)(6)(7)(10)	SOFR +	5.75%	11.08%	10/30/2030	23,887		23,557		23,609		0.07
Petrus Buyer Inc	(4)(7)(10)	SOFR +	5.25%	10.68%	10/17/2029	35,720		34,665		35,551		0.10
Polyconcept Investments B.V.	(10)	SOFR +	5.50%	10.83%	5/18/2029	24,414		24,072		23,944		0.07
Soliant Lower Intermediate, LLC	(4)(10)	SOFR +	4.00%	9.10%	6/20/2031	50,286		49,783		50,286		0.15
STV Group, Inc.	(4)(7)(10)	SOFR +	5.00%	10.33%	3/20/2031	58,690		57,402		58,228		0.17
STV Group, Inc.	(4)(7)(10)	P +	4.00%	12.50%	3/20/2030	841		615		782		0.00
Thevelia US, LLC	(6)(9)	SOFR +	4.00%	9.48%	6/18/2029	33,946		32,872		34,238		0.10
Trinity Air Consultants Holdings Corp	(4)(10)	SOFR +	5.25%	10.66%	6/29/2028	24,735		24,539		24,735		0.07
Trinity Air Consultants Holdings Corp	(4)(7)(10)	SOFR +	5.25%	10.62%	6/29/2028	50,463		49,701		50,285		0.15
Trinity Partners Holdings, LLC	(4)(7)(10)	SOFR +	5.50%	10.98%	12/21/2028	382,411		376,717		381,266		1.12
Victors CCC Buyer, LLC	(4)(7)(10)	SOFR +	4.75%	10.08%	6/1/2029	144,060		141,632		143,749		0.42
West Monroe Partners, LLC	(4)(10)	SOFR +	5.50%	11.10%	11/8/2028	718,882		710,237		706,302		2.07
West Monroe Partners, LLC	(4)(5)(7)(10)	SOFR +	5.50%	11.11%	11/8/2027	14,143		13,310		13,895		0.04
								5,844,125		5,896,251		17.30
Real Estate Management & Development
Castle Management Borrower, LLC	(4)(7)(11)	SOFR +	5.50%	10.81%	11/3/2029	33,167		32,576		33,167		0.10
Castle Management Borrower, LLC	(4)(7)(11)	SOFR +	5.50%	10.83%	11/3/2029	1,250		1,176		1,250		0.00
Cushman & Wakefield US Borrower LLC	(4)(6)(9)	SOFR +	3.00%	8.34%	1/31/2030	7,461		7,461		7,471		0.02
Cushman & Wakefield US Borrower LLC	(4)(6)(9)	SOFR +	3.75%	9.09%	1/31/2030	1,600		1,614		1,612		0.00
McCarthy & Stone PLC	(4)(5)(6)(8)		7.00%	7.00%	2/2/2026	GBP	20,000	28,071		24,018		0.07
Neptune BidCo	(4)(5)(6)(7)(8)	E +	5.25%	9.12%	4/2/2031	EUR	5,608	5,904		5,863		0.02
Progress Residential PM Holdings, LLC	(4)(7)(10)	SOFR +	5.50%	10.94%	8/8/2030	79,357		78,357		79,357		0.23
Progress Residential PM Holdings, LLC	(4)(7)(10)	SOFR +	5.50%	10.94%	8/8/2030	15,205		14,957		15,205		0.04
								170,116		167,943		0.48

25

Blackstone Private Credit Fund

Condensed Consolidated Schedule of Investments

June 30, 2024

(in thousands)

(Unaudited)

Investments (1)	Footnotes	Reference Rate and Spread (2)		Interest Rate (2)(15)	Maturity Date	Par Amount/Units (1)		Cost (3)		Fair Value		% of Net Assets
First Lien Debt - non-controlled/non-affiliated (continued)
Software
Aareon Holding GmbH	(4)(6)(10)	E +	6.25%	9.97%	8/16/2030	EUR	38,317	$	40,645	$	41,035	0.12	%
Aareon Holding GmbH	(4)(6)(10)	E +	6.25%	9.97%	8/19/2030	EUR	15,779	16,870		16,899		0.05
Analytic Partners LP	(4)(7)(10)	SOFR +	5.00%	10.33%	4/4/2028	$	21,359	21,050		21,359		0.06
Anaplan Inc	(4)(5)(10)	SOFR +	5.75%	11.08%	6/21/2029	200		198		200		0.00
Anaplan, Inc.	(4)(7)(10)	SOFR +	5.75%	11.08%	6/21/2029	537,534		529,263		537,534		1.58
Aptean Inc	(4)(7)(10)	SOFR +	5.25%	10.59%	1/29/2031	39,263		38,860		39,263		0.12
Aptean Inc	(4)(7)(10)	SOFR +	5.25%	10.59%	1/29/2031	345		312		312		0.00
Apttus Corp.	(10)	SOFR +	4.00%	9.46%	5/8/2028	11,539		11,529		11,553		0.03
Armstrong Bidco Limited	(4)(6)(8)	S +	5.25%	10.45%	6/28/2029	GBP	478,945	573,009		587,271		1.72
Avalara Inc	(4)(7)(10)	SOFR +	7.25%	12.58%	10/19/2028	23,077		22,628		23,077		0.07
Azurite Intermediate Holdings Inc.	(4)(7)(10)	SOFR +	6.50%	11.84%	3/19/2031	46,170		45,297		45,849		0.13
Bayshore Intermediate #2 LP	(4)(5)(10)	SOFR +	5.75%	11.05%	10/1/2028	72,103		71,749		71,743		0.21
BlueCat Networks USA, Inc.	(4)(10)	SOFR +	6.00%	11.33% (incl. 2.00% PIK)	8/8/2028	69,983		69,055		69,633		0.20
BlueCat Networks USA, Inc.	(4)(10)	SOFR +	6.00%	11.30% (incl. 2.00% PIK)	8/8/2028	12,310		12,145		12,248		0.04
BlueCat Networks USA, Inc.	(4)(5)(7)(10)	SOFR +	6.00%	11.33% (incl. 2.00% PIK)	8/8/2028	2,317		2,218		2,195		0.01
Bluefin Holding, LLC	(4)(7)(11)	SOFR +	7.25%	12.59%	9/12/2029	45,513		44,430		45,263		0.13
Boxer Parent Company, Inc.	(8)	SOFR +	4.00%	9.34%	12/29/2028	14,681		14,550		14,730		0.04
Brave Parent Holdings, Inc.	(4)(7)(10)	SOFR +	5.00%	10.33%	11/28/2030	502,788		497,642		502,386		1.47
CDK Global Inc.	(8)	SOFR +	3.25%	8.58%	7/6/2029	4,985		4,988		4,927		0.01
Cloud Software Group Inc	(9)	SOFR +	4.00%	9.33%	3/30/2029	7,500		7,506		7,503		0.02
Cloud Software Group Inc	(9)	SOFR +	4.50%	9.83%	3/21/2031	2,600		2,605		2,610		0.01
Cloudera, Inc.	(9)	SOFR +	3.75%	9.19%	10/8/2028	35,252		34,942		35,318		0.10
Community Brands ParentCo, LLC	(4)(7)(10)	SOFR +	5.50%	10.94%	2/24/2028	10,041		9,842		10,041		0.03
Confine Visual Bidco	(4)(6)(10)	SOFR +	5.75%	11.06%	2/23/2029	264,119		258,887		223,180		0.65
Connatix Buyer, Inc.	(4)(7)(10)	SOFR +	5.50%	11.11%	7/14/2027	107,333		106,082		102,388		0.30
ConnectWise, LLC	(9)	SOFR +	3.50%	9.10%	9/29/2028	28,176		28,121		28,021		0.08
Cornerstone OnDemand, Inc.	(9)	SOFR +	3.75%	9.21%	10/16/2028	27,003		26,932		25,563		0.07
Cornerstone OnDemand, Inc.	(4)(11)	SOFR +	6.00%	11.33%	10/16/2028	34,650		33,758		34,217		0.10
Coupa Software Inc.	(4)(6)(7)(10)	SOFR +	5.50%	10.83%	2/27/2030	1,836		1,795		1,834		0.01
Crewline Buyer, Inc.	(4)(6)(7)(11)	SOFR +	6.75%	12.08%	11/8/2030	118,659		115,686		118,332		0.35
Delta Topco, Inc.	(10)	SOFR +	3.50%	8.85%	12/1/2029	74,973		74,790		75,028		0.22
Denali Bidco Ltd	(4)(5)(6)(7)(10)	S +	5.75%	10.95%	8/29/2030	GBP	14,404	17,746		18,205		0.05
Denali Bidco Ltd	(4)(5)(6)(8)	E +	5.75%	9.47%	8/29/2030	EUR	10,019	10,588		10,605		0.03
Denali Bidco Ltd	(4)(5)(6)(8)	E +	5.50%	9.22%	8/29/2030	EUR	263	275		276		0.00

26

Blackstone Private Credit Fund

Condensed Consolidated Schedule of Investments

June 30, 2024

(in thousands)

(Unaudited)

Investments (1)	Footnotes	Reference Rate and Spread (2)		Interest Rate (2)(15)	Maturity Date	Par Amount/Units (1)		Cost (3)		Fair Value		% of Net Assets
First Lien Debt - non-controlled/non-affiliated (continued)
Software (continued)
Diligent Corp	(4)(5)(7)(10)	SOFR +	5.00%	10.34%	8/2/2030	$	173,460	$	171,936	$	173,085	0.51	%
Diligent Corp	(4)(10)	SOFR +	5.00%	10.34%	8/2/2030	29,736		29,575		29,736		0.09
Discovery Education, Inc.	(4)(10)	SOFR +	5.75%	11.18%	4/9/2029	636,906		629,815		587,546		1.72
Discovery Education, Inc.	(4)(11)	SOFR +	5.75%	11.09%	4/9/2029	65,651		64,979		60,563		0.18
DTI Holdco, Inc.	(10)	SOFR +	4.75%	10.09%	4/26/2029	24,563		24,062		24,694		0.07
DTI Holdco, Inc.	(4)(5)(7)(10)	P +	4.75%	12.25%	4/26/2027	1,200		1,200		1,172		0.00
ECI Macola Max Holding, LLC	(6)(10)	SOFR +	3.75%	9.08%	5/9/2030	10,655		10,655		10,732		0.03
Elements Finco Ltd	(4)(5)(6)(7)(8)	S +	5.00%	10.20%	4/29/2031	GBP	67,590	83,659		84,395		0.25
Elements Finco Ltd	(4)(5)(6)(8)	SOFR +	4.75%	10.09%	4/29/2031	21,157		20,914		20,946		0.06
Elements Finco Ltd	(4)(5)(6)(8)	SOFR +	4.75%	10.09%	4/30/2031	17,609		17,507		17,433		0.05
Ellucian Holdings, Inc.	(9)	SOFR +	3.50%	8.94%	10/9/2029	1,962		1,960		1,973		0.01
Epicor Software Corp	(10)	SOFR +	3.25%	8.59%	5/30/2031	4,564		4,559		4,589		0.01
Epicor Software Corp	(10)	SOFR +	3.25%	8.59%	5/30/2031	535		535		538		0.00
Episerver, Inc.	(4)(7)(11)	SOFR +	5.25%	10.73%	4/9/2026	24,718		24,556		24,433		0.07
Experity, Inc.	(4)(7)(10)	SOFR +	5.75%	11.18%	2/24/2028	133,028		131,339		133,028		0.39
Flexera Software LLC	(10)	SOFR +	3.50%	8.83%	3/3/2028	5,315		5,338		5,342		0.02
Gen Digital Inc	(6)(9)	SOFR +	2.00%	7.09%	9/12/2029	5,040		5,040		5,028		0.01
Genesys Cloud Services Holdings II, LLC	(10)	SOFR +	3.50%	8.84%	12/1/2027	5,785		5,784		5,820		0.02
Genuine Financial Holdings LLC	(9)	SOFR +	4.00%	9.33%	9/27/2030	3,990		4,002		3,982		0.01
Gigamon Inc.	(4)(11)	SOFR +	5.75%	11.22%	3/9/2029	425,069		419,372		425,069		1.25
Gigamon Inc.	(4)(7)(11)	SOFR +	5.75%	11.20%	3/9/2029	10,310		10,151		10,310		0.03
GovernmentJobs.com, Inc.	(4)(10)	SOFR +	5.50%	10.95%	12/1/2028	165,756		164,026		165,756		0.49
GovernmentJobs.com, Inc.	(4)(5)(7)(10)	SOFR +	5.50%	10.93%	12/1/2028	12,318		12,018		11,872		0.03
Granicus, Inc.	(4)(7)(10)	SOFR +	5.75%	8.82% (incl. 2.25% PIK)	1/17/2031	30,443		30,101		30,420		0.09
Graphpad Software LLC	(4)(5)(7)(10)	SOFR +	4.75%	10.08%	6/28/2031	143,417		141,959		142,444		0.42
GS Acquisitionco Inc	(4)(5)(7)(9)	SOFR +	5.25%	10.58%	5/25/2028	959		917		914		0.00
GS Acquisitionco Inc	(4)(7)(10)	SOFR +	5.25%	10.58%	5/25/2028	600		579		578		0.00
Homecare Software Solutions LLC	(4)(5)(7)(10)	SOFR +	5.00%	10.33%	6/14/2031	76,735		75,973		75,968		0.22
Homecare Software Solutions LLC	(4)(5)(7)(10)	SOFR +	5.00%	10.34%	6/14/2031	3,688		3,524		3,520		0.01
HS Purchaser, LLC	(10)	SOFR +	4.00%	9.43%	11/19/2026	36,410		36,411		32,883		0.10
Icefall Parent, Inc.	(4)(7)(11)	SOFR +	6.50%	11.83%	1/25/2030	72,237		70,768		71,446		0.21
Idera, Inc.	(10)	SOFR +	3.50%	8.83%	3/2/2028	52,221		52,216		51,927		0.15
IGT Holding IV AB	(4)(5)(6)(8)	E +	5.00%	9.15%	3/31/2028	EUR	14,538	15,636		15,569		0.05
ION Trading Finance Ltd.	(6)(8)	SOFR +	4.00%	9.35%	4/1/2028	24,018		23,912		24,023		0.07
IQN Holding Corp	(4)(7)(10)	SOFR +	5.25%	10.60%	5/2/2029	46,141		45,837		46,141		0.14
IQN Holding Corp	(4)(7)(10)	SOFR +	5.25%	10.60%	5/2/2028	647		611		647		0.00
IRI Group Holdings Inc	(4)(10)	SOFR +	5.50%	10.85% (incl. 2.00% PIK)	12/1/2028	1,589,605		1,565,203		1,589,605		4.66
IRI Group Holdings Inc	(4)(5)(7)(10)	SOFR +	5.00%	10.34%	12/1/2027	68,402		66,890		68,402		0.20
JS Parent Inc	(4)(5)(7)(10)	SOFR +	5.00%	10.32%	4/24/2031	81,422		80,987		80,975		0.24
Kaseya, Inc.	(4)(10)	SOFR +	5.50%	10.83%	6/25/2029	748,880		738,240		748,880		2.20
Kaseya, Inc.	(4)(5)(7)(10)	SOFR +	5.50%	10.83%	6/25/2029	17,295		16,243		16,850		0.05

27

Blackstone Private Credit Fund

Condensed Consolidated Schedule of Investments

June 30, 2024

(in thousands)

(Unaudited)

Investments (1)	Footnotes	Reference Rate and Spread (2)		Interest Rate (2)(15)	Maturity Date	Par Amount/Units (1)		Cost (3)		Fair Value		% of Net Assets
First Lien Debt - non-controlled/non-affiliated (continued)
Software (continued)
LD Lower Holdings, Inc.	(4)(5)(11)	SOFR +	6.50%	11.93%	2/8/2026	$	116,275	$	115,513	$	115,403	0.34	%
Lightbox Intermediate, LP	(4)(8)	SOFR +	5.00%	10.46%	5/9/2026	37,240		36,801		35,657		0.10
Magenta Buyer LLC	(5)(6)(10)(17)	SOFR +	5.00%	10.59%	7/27/2028	65,063		64,649		36,476		0.11
Magnesium BorrowerCo, Inc.	(4)(10)	S +	5.25%	10.45%	5/18/2029	GBP	101,601	124,714		128,434		0.38
Magnesium BorrowerCo, Inc.	(4)(7)(10)	SOFR +	5.25%	10.59%	5/18/2029	982,461		963,707		979,986		2.88
Mandolin Technology Intermediate Holdings, Inc.	(4)(9)	SOFR +	3.75%	9.23%	7/31/2028	76,343		75,672		70,617		0.21
Mandolin Technology Intermediate Holdings, Inc.	(4)(9)	SOFR +	6.25%	11.73%	6/9/2030	62,370		60,780		62,370		0.18
Mandolin Technology Intermediate Holdings, Inc.	(4)(5)(7)(8)	SOFR +	3.75%	9.24%	7/31/2026	6,087		6,042		5,277		0.02
Maverick Bidco Inc.	(10)	SOFR +	3.75%	9.23%	5/18/2028	16,576		16,530		16,504		0.05
Maverick Bidco Inc.	(4)(5)(10)	SOFR +	5.00%	10.43%	5/18/2028	69,686		67,894		68,293		0.20
McAfee Corp	(6)(9)	SOFR +	3.25%	8.58%	3/1/2029	29,796		29,796		29,803		0.09
Medallia, Inc.	(4)(10)	SOFR +	6.50%	11.93% (incl. 4.00% PIK)	10/29/2028	1,057,466		1,044,923		1,036,317		3.04
Mitnick Purchaser, Inc.	(9)(18)	SOFR +	4.50%	9.93%	5/2/2029	11,675		11,635		10,893		0.03
Modena Buyer LLC	(8)	SOFR +	4.50%	9.80%	7/1/2031	49,961		48,961		48,829		0.14
Monk Holding Co.	(4)(10)(18)	SOFR +	5.70%	11.13%	12/1/2027	11,001		10,849		11,001		0.03
Monk Holding Co.	(4)(7)(10)	SOFR +	5.50%	10.93%	12/1/2027	5,457		5,273		5,155		0.02
MRI Software, LLC	(4)(7)(11)	SOFR +	5.50%	10.93%	2/10/2027	68,123		68,119		67,209		0.20
MRI Software, LLC	(4)(7)(11)	SOFR +	5.75%	11.08%	2/10/2027	6,851		6,698		6,759		0.02
NAVEX TopCo, Inc.	(4)(7)(10)	SOFR +	5.50%	10.83%	11/9/2030	100,395		98,417		100,395		0.29
Nintex Topco Limited	(4)(6)(10)	SOFR +	6.00%	11.46% (incl. 1.50% PIK)	11/13/2028	676,359		667,967		656,068		1.92
Noble Midco 3 Ltd	(4)(5)(6)(7)(10)	SOFR +	5.00%	10.32%	6/24/2031	39,181		38,688		38,683		0.11
Oranje Holdco Inc	(4)(5)(11)	SOFR +	7.25%	12.59%	2/1/2029	5,000		4,900		5,000		0.01
Oranje Holdco Inc	(4)(7)(11)	SOFR +	7.50%	12.83%	2/1/2029	66,000		64,581		66,000		0.19
PDI TA Holdings, Inc.	(4)(5)(6)(7)(10)	SOFR +	5.25%	10.58%	2/3/2031	69,063		67,873		67,971		0.20
Perforce Software, Inc.	(4)(8)	SOFR +	4.75%	10.09%	3/25/2031	20,000		19,903		20,017		0.06
Perforce Software, Inc.	(8)	SOFR +	3.75%	9.19%	7/1/2026	15,216		15,208		15,197		0.04
Project Alpha Intermediate Holding, Inc.	(9)	SOFR +	3.75%	9.07%	10/28/2030	71,209		71,209		71,516		0.21
Project Leopard Holdings, Inc.	(9)	SOFR +	5.25%	10.68%	7/20/2029	133,910		128,316		124,984		0.37
Project Leopard Holdings, Inc.	(4)(5)(7)(8)	SOFR +	4.25%	9.58%	7/20/2027	6,755		6,764		5,014		0.01
Proofpoint, Inc.	(9)	SOFR +	3.00%	8.34%	8/31/2028	6,956		6,956		6,970		0.02
Rally Buyer, Inc.	(4)(7)(10)	SOFR +	5.75%	11.09% (incl. 1.75% PIK)	7/19/2028	142,445		140,595		140,309		0.41
Rally Buyer, Inc.	(4)(7)(10)	SOFR +	5.75%	11.07%	7/19/2028	7,098		6,858		6,832		0.02
RealPage, Inc.	(9)	SOFR +	3.00%	8.46%	4/24/2028	1,960		1,956		1,909		0.01
Recorded Future Inc	(4)(5)(7)(10)	SOFR +	5.75%	11.08%	6/28/2030	131,314		129,078		129,522		0.38

28

Blackstone Private Credit Fund

Condensed Consolidated Schedule of Investments

June 30, 2024

(in thousands)

(Unaudited)

Investments (1)	Footnotes	Reference Rate and Spread (2)		Interest Rate (2)(15)	Maturity Date	Par Amount/Units (1)		Cost (3)		Fair Value		% of Net Assets
First Lien Debt - non-controlled/non-affiliated (continued)
Software (continued)
Relativity ODA, LLC	(4)(7)(11)	SOFR +	6.00%	11.44%	5/12/2027	$	789	$	736	$	789	0.00	%
Rocket Software, Inc.	(9)	SOFR +	4.75%	10.09%	11/28/2028	43,086		42,529		43,319		0.13
S2P Acquisition Borrower, Inc.	(6)(8)	SOFR +	4.00%	9.44%	8/14/2026	12,413		12,425		12,450		0.04
Sailpoint Technologies, Inc.	(4)(7)(10)	SOFR +	6.00%	11.33%	8/16/2029	384,906		378,801		384,906		1.13
Scorpio BidCo SAS	(4)(5)(6)(7)(8)	E +	5.75%	9.60%	4/30/2031	EUR	37,234	39,487		39,000		0.11
Skopima Consilio Parent LLC	(5)(7)(9)	SOFR +	4.00%	9.46%	5/12/2028	39,714		39,209		39,692		0.12
Solarwinds Holdings, Inc.	(8)	SOFR +	3.25%	8.59%	2/5/2030	2,978		2,967		2,985		0.01
Sovos Compliance, LLC	(9)	SOFR +	4.50%	9.96%	8/11/2028	13,826		13,769		13,738		0.04
Spitfire Parent, Inc.	(4)(11)	E +	5.50%	9.15%	3/11/2027	EUR	18,915	22,634		20,257		0.06
Spitfire Parent, Inc.	(4)(11)	SOFR +	5.50%	10.94%	3/11/2027	117,327		116,492		117,327		0.34
Stamps.com, Inc.	(4)(10)	SOFR +	5.75%	11.18%	10/5/2028	851,217		840,847		836,321		2.45
Surf Holdings, LLC	(6)(8)	SOFR +	3.50%	8.95%	3/5/2027	12,651		12,677		12,680		0.04
Tegra118 Wealth Solutions, Inc.	(8)	SOFR +	4.00%	9.33%	2/18/2027	6,828		6,811		6,586		0.02
TravelPerk Inc	(4)(5)(6)(8)		11.00%	11.00% PIK	5/2/2029	39,354		38,606		38,567		0.11
Triple Lift, Inc.	(4)(10)	SOFR +	5.75%	11.24%	5/5/2028	69,386		68,585		65,223		0.19
Triple Lift, Inc.	(4)(5)(7)(10)	SOFR +	5.75%	11.21%	5/5/2028	5,480		5,323		4,622		0.01
Vision Solutions, Inc.	(10)	SOFR +	4.25%	9.84%	4/24/2028	40,205		40,110		39,652		0.12
VS Buyer LLC	(6)(8)	SOFR +	3.25%	8.58%	4/12/2031	9,834		9,810		9,871		0.03
WPEngine, Inc.	(4)(7)(10)	SOFR +	6.50%	11.82%	8/14/2029	81,400		79,108		81,156		0.24
XPLOR T1 LLC	(4)(8)	SOFR +	4.25%	9.60%	6/24/2031	35,000		34,825		35,000		0.10
Yellow Castle AB	(4)(6)(8)	ST +	4.75%	8.76%	7/9/2029	SEK	112,563	10,478		10,620		0.03
Yellow Castle AB	(4)(6)(9)	SA +	4.75%	6.21%	7/9/2029	CHF	10,674	10,762		11,881		0.03
Yellow Castle AB	(4)(5)(6)(10)	SA +	4.75%	6.21%	7/9/2029	CHF	3,484	3,481		3,877		0.01
Yellow Castle AB	(4)(6)(8)	E +	4.75%	8.67%	7/9/2029	EUR	31,713	31,646		33,963		0.10
Yellow Castle AB	(4)(5)(6)(7)(8)	E +	4.75%	8.67%	7/9/2029	EUR	1,639	1,702		1,756		0.01
Yellow Castle AB	(4)(5)(6)(10)	S +	4.75%	9.95%	7/9/2029	GBP	8,894	10,493		11,242		0.03
Zendesk Inc	(4)(7)(10)	SOFR +	6.25%	11.60%	11/22/2028	936,617		915,469		931,544		2.73
								14,572,589		14,550,226		42.64
Specialty Retail
CustomInk, LLC	(4)(11)(18)	SOFR +	6.18%	11.61%	5/3/2026	36,866		36,598		36,866		0.11
EG America, LLC	(6)(8)	SOFR +	5.50%	11.14%	2/7/2028	13,815		13,484		13,671		0.04
Runner Buyer, Inc.	(10)	SOFR +	5.50%	10.96%	10/20/2028	76,245		75,227		45,250		0.13
StubHub Holdco Sub, LLC	(8)	SOFR +	4.75%	10.09%	3/15/2030	7,767		7,753		7,779		0.02
								133,062		103,566		0.30
Technology Hardware, Storage & Peripherals
Lytx, Inc.	(4)(11)	SOFR +	5.00%	10.43%	2/28/2028	75,139		75,194		75,139		0.22

29

Blackstone Private Credit Fund

Condensed Consolidated Schedule of Investments

June 30, 2024

(in thousands)

(Unaudited)

Investments (1)	Footnotes	Reference Rate and Spread (2)		Interest Rate (2)(15)	Maturity Date	Par Amount/Units (1)		Cost (3)		Fair Value		% of Net Assets
First Lien Debt - non-controlled/non-affiliated (continued)
Trading Companies & Distributors
Foundation Building Materials, Inc.	(9)	SOFR +	3.25%	8.84%	1/31/2028	$	14,690	$	14,486	$	14,552	0.04	%
Hillman Group Inc	(9)	SOFR +	2.25%	7.59%	7/14/2028	3,989		3,996		3,997		0.01
Icebox Holdco III, Inc.	(9)	SOFR +	3.75%	9.35%	12/22/2028	15,739		15,699		15,808		0.05
LBM Acquisition, LLC	(10)	SOFR +	3.75%	9.18%	5/30/2031	44,742		44,366		44,055		0.13
Park River Holdings, Inc.	(10)	SOFR +	3.25%	8.81%	12/28/2027	45,915		45,569		44,984		0.13
Porcelain Acquisition Corp.	(4)(11)	SOFR +	6.00%	11.43%	4/1/2027	81,485		80,529		78,633		0.23
Red Fox CD Acquisition Corp	(4)(11)	SOFR +	6.00%	11.33%	3/4/2030	114,821		112,304		114,247		0.34
Sunsource Borrower LLC	(8)	SOFR +	4.00%	9.42%	3/25/2031	2,993		3,000		3,002		0.01
White Cap Buyer, LLC	(9)	SOFR +	3.25%	8.59%	10/19/2029	16,915		16,873		16,963		0.05
Windsor Holdings III, LLC	(6)(8)	SOFR +	4.00%	9.34%	8/1/2030	8,903		8,903		8,972		0.03
								345,725		345,213		1.02
Transportation Infrastructure
Capstone Logistics, LLC	(4)(11)	SOFR +	4.75%	10.19%	11/12/2027	21,892		21,933		21,892		0.06
Channelside AcquisitionCo, Inc.	(4)(5)(7)(10)	SOFR +	4.75%	10.09%	5/15/2031	157,242		156,729		157,206		0.46
Channelside AcquisitionCo, Inc.	(4)(5)(7)(11)	SOFR +	4.75%	10.09%	5/15/2029	5,002		4,883		4,998		0.01
Enstructure LLC	(4)(5)(7)(9)(18)	SOFR +	5.00%	10.33%	6/10/2029	142,519		140,063		139,698		0.41
Frontline Road Safety, LLC	(4)(10)	SOFR +	5.75%	11.42%	5/3/2027	203,818		201,740		203,818		0.60
Frontline Road Safety, LLC	(4)(7)(10)	SOFR +	5.75%	11.33%	5/3/2027	8,974		8,682		8,693		0.03
Helix TS, LLC	(4)(10)	SOFR +	6.25%	11.73%	8/4/2027	92,312		91,360		90,465		0.27
Helix TS, LLC	(4)(10)	SOFR +	6.25%	11.70%	8/4/2027	76,609		75,960		75,077		0.22
Italian Motorway Holdings S.à r.l	(4)(6)(8)	E +	5.25%	9.09%	4/28/2029	EUR	236,429	244,096		253,203		0.74
Liquid Tech Solutions Holdings, LLC	(10)	SOFR +	4.75%	10.21%	3/20/2028	18,803		18,752		18,823		0.06
Roadsafe Holdings, Inc.	(4)(11)	SOFR +	5.75%	11.14%	10/19/2027	71,919		71,093		69,762		0.20
Roadsafe Holdings, Inc.	(4)(11)	SOFR +	5.75%	11.15%	10/19/2027	76,521		75,914		74,225		0.22
Roadsafe Holdings, Inc.	(4)(11)	SOFR +	5.75%	11.15%	10/19/2027	54,921		54,838		53,273		0.16
Safety Borrower Holdings LP	(4)(11)	SOFR +	5.25%	10.81%	9/1/2027	47,673		47,435		47,673		0.14
Safety Borrower Holdings LP	(4)(5)(7)(11)	P +	4.25%	12.75%	9/1/2027	1,175		1,157		1,141		0.00
Sam Holding Co, Inc.	(4)(11)	SOFR +	5.75%	11.20%	9/24/2027	147,820		146,228		147,820		0.43
Sam Holding Co, Inc.	(4)(7)(11)	SOFR +	5.75%	11.19%	9/24/2027	109,413		107,924		109,413		0.32
Sam Holding Co, Inc.	(4)(5)(7)(11)	SOFR +	5.75%	11.15%	9/24/2027	19,743		19,253		19,541		0.06
Sam Holding Co, Inc.	(4)(7)(11)	P +	5.00%	13.50%	3/24/2027	9,200		8,962		9,199		0.03
TRP Infrastructure Services, LLC	(4)(11)	SOFR +	5.50%	10.98%	7/9/2027	71,848		71,124		65,380		0.19
								1,568,126		1,571,300		4.61
Wireless Telecommunication Services
CCI Buyer, Inc.	(10)	SOFR +	4.00%	9.33%	12/17/2027	21,029		21,016		21,077		0.06
Total First Lien Debt - non-controlled/non-affiliated								50,783,911		50,516,610		148.05

30

Blackstone Private Credit Fund

Condensed Consolidated Schedule of Investments

June 30, 2024

(in thousands)

(Unaudited)

Investments (1)	Footnotes	Reference Rate and Spread (2)		Interest Rate (2)(15)	Maturity Date	Par Amount/Units (1)		Cost (3)		Fair Value		% of Net Assets
First Lien Debt - controlled/affiliated
Chemicals
Pigments Services, Inc.	(4)(6)(11)(16)(17)	SOFR +	8.35%	13.69% PIK	4/14/2029	$	18,433	$	15,229	$	8,259	0.02	%
Pigments Services, Inc.	(4)(6)(11)(16)	SOFR +	8.35%	13.69% PIK	4/14/2029	10,596		10,596		10,596		0.03
								25,825		18,855		0.05
Insurance
CFCo LLC (Benefytt Technologies, Inc.)	(4)(5)(8)(16)(17)(18)		0.00%	0.00%	9/13/2038	86,098		12,571		0		0.00
Daylight Beta Parent LLC (Benefytt Technologies, Inc.)	(4)(5)(8)(16)(17)		10.00%	10.00% PIK	9/12/2033	49,530		49,530		13,551		0.04
								62,101		13,551		0.04
Professional Services
Material Holdings, LLC	(4)(5)(7)(10)(16)	SOFR +	6.00%	11.35%	8/19/2027	222,554		220,360		222,554		0.65
Material Holdings, LLC	(4)(5)(7)(10)(16)	SOFR +	6.00%	11.35%	8/19/2027	54,133		53,566		32,821		0.10
								273,926		255,375		0.75
Total First Lien Debt - controlled/affiliated								361,852		287,781		0.84
Total First Lien Debt								51,145,763		50,804,391		148.89

31

Blackstone Private Credit Fund

Condensed Consolidated Schedule of Investments

June 30, 2024

(in thousands)

(Unaudited)

Investments (1)	Footnotes	Reference Rate and Spread (2)		Interest Rate (2)(15)	Maturity Date	Par Amount/Units (1)		Cost (3)		Fair Value		% of Net Assets
Second Lien Debt
Second Lien Debt - non-controlled/non-affiliated
Aerospace & Defense
Atlas CC Acquisition Corp.	(4)(10)	SOFR +	7.63%	13.23%	5/25/2029	$	44,520	$	44,112	$	34,948	0.10	%
Peraton Corp.	(10)	SOFR +	7.75%	13.18%	2/1/2029	53,259		52,800		53,580		0.16
								96,912		88,528		0.26
Air Freight & Logistics
Wwex Uni Topco Holdings, LLC	(10)	SOFR +	7.00%	12.60%	7/26/2029	33,000		32,694		31,680		0.09
Capital Markets
Apex Group Treasury, LLC	(4)(6)(9)	SOFR +	6.75%	12.31%	7/27/2029	8,531		8,477		8,531		0.03
Apex Group Treasury, LLC	(4)(6)(9)	SOFR +	6.75%	12.34%	7/27/2029	19,622		19,696		19,622		0.06
								28,173		28,153		0.09
Commercial Services & Supplies
DG Investment Intermediate Holdings 2, Inc.	(10)	SOFR +	6.75%	12.21%	3/30/2029	29,464		29,377		28,963		0.08
OMNIA Partners LLC	(4)(5)(8)	SOFR +	5.00%	10.35%	5/31/2032	165,000		164,184		164,175		0.48
								193,561		193,138		0.56
Construction & Engineering
Thermostat Purchaser III, Inc.	(4)(10)	SOFR +	7.25%	12.74%.(incl. 0.50% PIK)	8/31/2029	32,740		32,423		32,740		0.10
Health Care Providers & Services
Canadian Hospital Specialties Ltd.	(4)(6)(8)		8.75%	8.75%	4/15/2029	CAD	3,800	2,998		2,424		0.01
CD&R Artemis UK Bidco Ltd.	(4)(6)(8)	S +	7.50%	12.69%	8/19/2029	GBP	65,340	87,806		82,390		0.24
CD&R Artemis UK Bidco Ltd.	(4)(6)(9)	SOFR +	7.35%	12.68%	8/19/2029	25,000		24,574		24,500		0.07
Jayhawk Buyer, LLC	(4)(11)	SOFR +	8.75%	14.18%	10/15/2027	6,537		6,469		6,210		0.02
								121,847		115,524		0.34
Health Care Technology
Imprivata, Inc.	(4)(9)	SOFR +	6.25%	11.58%	12/1/2028	44,118		43,824		42,353		0.12
Industrial Conglomerates
Victory Buyer, LLC	(4)(9)	SOFR +	7.00%	12.60%	11/19/2029	24,677		24,501		23,443		0.07
IT Services
Dcert Buyer, Inc.	(8)	SOFR +	7.00%	12.34%	2/19/2029	60,975		61,114		54,725		0.16
Inovalon Holdings, Inc.	(4)(10)	SOFR +	10.50%	16.09% PIK	11/24/2033	116,774		114,856		116,774		0.34
								175,970		171,499		0.50
Life Sciences Tools & Services
Curia Global, Inc.	(4)(10)	SOFR +	6.50%	12.09%	8/31/2029	45,977		45,383		41,379		0.12
LSCS Holdings, Inc.	(9)	SOFR +	8.00%	13.46%	12/17/2029	40,000		39,589		38,200		0.11
								84,972		79,579		0.23
Media
Houghton Mifflin, LLC	(4)(9)	SOFR +	8.50%	13.85%	4/8/2030	80,500		79,318		79,293		0.23
Professional Services
Celestial Saturn Parent, Inc.	(9)	SOFR +	6.50%	11.96%	6/4/2029	67,488		67,071		66,307		0.19
Deerfield Dakota Holding, LLC	(10)	SOFR +	6.75%	12.32%	4/7/2028	27,069		27,018		27,137		0.08
Thevelia US, LLC	(4)(6)(9)	SOFR +	6.75%	12.21%	6/17/2030	182,046		177,977		182,046		0.53
								272,066		275,490		0.80

32

Blackstone Private Credit Fund

Condensed Consolidated Schedule of Investments

June 30, 2024

(in thousands)

(Unaudited)

Investments (1)	Footnotes	Reference Rate and Spread (2)		Interest Rate (2)(15)	Maturity Date	Par Amount/Units (1)		Cost (3)		Fair Value		% of Net Assets
Second Lien Debt - non-controlled/non-affiliated (continued)
Software
Cloudera, Inc.	(9)	SOFR +	6.00%	11.44%	10/8/2029	$	66,697	$	66,330	$	66,321	0.19	%
Delta Topco, Inc.	(8)	SOFR +	5.25%	10.60%	12/1/2030	87,913		87,483		89,408		0.26
HS Purchaser, LLC	(5)(10)	SOFR +	6.75%	12.20%	11/19/2027	18,000		18,062		14,063		0.04
Human Security, Inc.	(4)(11)	SOFR +	6.75%	12.09%	7/22/2027	50,000		49,463		48,875		0.14
Human Security, Inc.	(4)(5)(11)	SOFR +	6.75%	12.07%	7/22/2027	50,000		49,463		48,875		0.14
Idera, Inc.	(10)	SOFR +	6.75%	12.23%	3/2/2029	27,051		26,850		26,544		0.08
Mandolin Technology Intermediate Holdings, Inc.	(4)(9)	SOFR +	6.50%	11.98%	7/30/2029	31,950		31,668		29,793		0.09
Maverick Bidco Inc.	(4)(5)(10)	SOFR +	8.00%	13.34%	5/18/2029	628		616		619		0.00
Maverick Bidco Inc.	(5)(10)	SOFR +	6.75%	12.23%	5/18/2029	18,000		17,953		17,460		0.05
Vision Solutions, Inc.	(5)(10)	SOFR +	7.25%	12.84%	4/23/2029	41,439		41,247		40,040		0.12
								389,135		381,998		1.11
Trading Companies & Distributors
Icebox Holdco III, Inc.	(4)(9)	SOFR +	6.75%	12.35%	12/21/2029	14,000		13,903		14,210		0.04
Total Second Lien Debt - non-controlled/non-affiliated								1,589,299		1,557,628		4.54
Total Second Lien Debt								1,589,299		1,557,628		4.54
Unsecured Debt
Unsecured Debt- non-controlled/non-affiliated
Health Care Technology
Healthcomp Holding Company, LLC	(4)(5)(8)		13.75%	13.75% PIK	11/8/2031	19,784		19,268		19,487		0.06
IT Services
PPT Holdings III, LLC	(4)(5)(8)		12.75%	12.75% PIK	3/27/2034	8,018		7,829		7,878		0.02
Total Unsecured Debt - non-controlled/non-affiliated								27,097		27,365		0.08
Total Unsecured Debt								27,097		27,365		0.08

33

Blackstone Private Credit Fund

Condensed Consolidated Schedule of Investments

June 30, 2024

(in thousands)

(Unaudited)

Investments (1)	Footnotes	Reference Rate and Spread (2)		Interest Rate (2)(15)	Maturity Date	Par Amount/Units (1)		Cost (3)		Fair Value		% of Net Assets
Structured Finance Obligations - Debt Instruments
Structured Finance Obligations - Debt Instruments - non-controlled/non-affiliated
Diversified Financial Services
522 Funding CLO 2020-6, Ltd.	(4)(5)(6)(8)	SOFR +	6.76%	12.09%	10/23/2034	$	3,000	$	3,000	$	2,942	0.01	%
AIMCO CLO Series 2015-A	(4)(5)(6)(8)	SOFR +	6.86%	12.18%	10/17/2034	7,450		7,450		7,488		0.02
Allegro CLO XIII Ltd	(4)(5)(6)(8)	SOFR +	6.87%	12.20%	7/20/2034	2,500		2,450		2,507		0.01
Apidos CLO XXXIII	(5)(6)(8)	SOFR +	6.61%	12.01%	10/24/2034	5,000		4,961		5,028		0.01
Apidos CLO XXXVI	(4)(5)(6)(8)	SOFR +	6.21%	11.54%	7/20/2034	8,500		8,500		8,545		0.03
Ares Loan Funding VI Ltd	(4)(5)(6)(8)	SOFR +	6.40%	11.73%	7/10/2037	2,000		2,000		2,000		0.01
Ares LX CLO LTD	(4)(5)(6)(8)	SOFR +	6.51%	11.84%	7/18/2034	5,000		4,978		4,980		0.01
Ares LXII CLO, Ltd.	(4)(5)(6)(8)	SOFR +	6.76%	12.09%	1/25/2034	9,000		9,000		9,044		0.03
Ares XXVII CLO, Ltd.	(4)(5)(6)(8)	SOFR +	7.01%	12.34%	10/28/2034	5,000		4,960		5,022		0.01
Bain Capital Credit CLO 2020-4 Ltd	(4)(5)(6)(8)	SOFR +	7.98%	13.30%	10/20/2036	5,500		5,344		5,752		0.02
Bain Capital Credit CLO 2024-3 Ltd	(4)(5)(6)(8)	SOFR +	6.25%	11.59%	7/16/2037	2,500		2,500		2,519		0.01
Balboa Bay Loan Funding 2021-2, Ltd.	(5)(6)(8)	SOFR +	6.86%	12.18%	1/20/2035	7,000		6,944		6,842		0.02
Balboa Bay Loan Funding 2024-1 Ltd	(4)(5)(6)(8)	SOFR +	6.25%	11.60%	7/20/2037	2,300		2,300		2,317		0.01
Barings Clo Ltd 2019-IV	(4)(5)(6)(8)	SOFR +	6.40%	11.73%	7/15/2037	5,000		5,000		5,014		0.01
Barings CLO Ltd 2021-II	(4)(5)(6)(8)	SOFR +	6.51%	11.84%	7/15/2034	6,000		6,000		6,030		0.02
Barings CLO Ltd 2021-III	(4)(5)(6)(8)	SOFR +	6.91%	12.24%	1/18/2035	7,200		7,200		6,996		0.02
Barings CLO Ltd 2023-IV	(4)(5)(6)(8)	SOFR +	7.59%	12.91%	1/20/2037	3,000		2,971		3,166		0.01
Benefit Street Partners CLO XX	(4)(5)(6)(8)	SOFR +	7.01%	12.34%	7/15/2034	6,500		6,500		6,560		0.02
Benefit Street Partners LLC BSP 2020-21A	(4)(5)(6)(8)	SOFR +	6.96%	12.29%	10/15/2034	3,000		2,975		3,018		0.01
BlueMountain CLO XXIX Ltd	(4)(5)(6)(8)	SOFR +	7.12%	12.45%	7/25/2034	2,750		2,695		2,718		0.01
Broad River Ltd 2020-1	(5)(6)(8)	SOFR +	6.76%	12.09%	7/20/2034	7,000		6,954		7,051		0.02
Carlyle US CLO 2020-1, Ltd.	(4)(5)(6)(8)	SOFR +	6.51%	11.84%	7/20/2034	11,500		11,500		11,554		0.03
Carlyle US CLO 2023-5 Ltd	(4)(5)(6)(8)	SOFR +	7.90%	13.27%	1/27/2036	7,000		6,866		7,336		0.02
Carval CLO V-C, LTD.	(5)(6)(8)	SOFR +	7.01%	12.34%	10/15/2034	8,000		7,936		8,060		0.02
Carval CLO VI-C, LTD.	(5)(6)(8)	SOFR +	7.33%	12.65%	4/21/2034	8,750		8,678		8,809		0.03
Carval Clo X-C Ltd	(4)(5)(6)(8)	SOFR +	6.15%	11.48%	7/20/2037	3,000		3,000		3,023		0.01
CBAM 2018-8 Ltd	(4)(5)(6)(8)	SOFR +	7.40%	12.75%	7/15/2037	4,000		4,000		4,015		0.01
CBAM 2018-8 Ltd	(4)(5)(6)(8)	SOFR +	6.37%	11.72%	7/15/2037	1,000		961		971		0.00
CIFC Funding 2019-III, Ltd.	(4)(5)(6)(8)	SOFR +	7.06%	12.39%	10/16/2034	8,000		8,000		8,068		0.02
Dryden 112 CLO, Ltd.	(4)(5)(6)(8)	SOFR +	7.75%	13.07%	11/15/2036	4,900		4,789		4,970		0.01
Dryden 78 CLO Ltd	(4)(5)(6)(8)	SOFR +	7.70%	13.02%	4/17/2037	4,000		4,000		4,100		0.01
Dryden 78 CLO Ltd	(4)(5)(6)(8)	SOFR +	6.63%	11.95%	4/17/2037	1,000		977		1,005		0.00
Dryden 95 CLO, Ltd.	(4)(5)(6)(8)	SOFR +	6.41%	11.74%	8/20/2034	8,000		8,000		7,650		0.02
Eaton Vance CLO 2019-1 Ltd	(4)(5)(6)(8)	SOFR +	6.40%	11.74%	7/15/2037	5,000		5,000		5,025		0.01
Elmwood CLO 22 Ltd	(4)(5)(6)(8)	SOFR +	6.50%	11.82%	4/17/2036	3,500		3,465		3,468		0.01
Elmwood CLO VI, Ltd.	(4)(5)(6)(8)	SOFR +	6.76%	12.09%	10/20/2034	4,000		4,000		4,046		0.01
Flatiron RR CLO 22, LLC	(4)(5)(6)(8)	SOFR +	6.46%	11.80%	10/15/2034	5,000		5,000		5,027		0.01
Fort Washington CLO 2021-2, Ltd.	(4)(5)(6)(8)	SOFR +	6.87%	12.19%	10/20/2034	13,000		12,879		12,999		0.04
Galaxy 30 CLO, Ltd.	(4)(5)(6)(8)	SOFR +	6.95%	12.28%	4/15/2035	3,000		2,975		3,011		0.01
Galaxy XXV CLO, Ltd.	(4)(5)(6)(8)	SOFR +	6.50%	11.82%	4/25/2036	4,000		4,000		4,029		0.01

34

Blackstone Private Credit Fund

Condensed Consolidated Schedule of Investments

June 30, 2024

(in thousands)

(Unaudited)

Investments (1)	Footnotes	Reference Rate and Spread (2)		Interest Rate (2)(15)	Maturity Date	Par Amount/Units (1)		Cost (3)		Fair Value		% of Net Assets
Structured Finance Obligations - Debt Instruments - non-controlled/non-affiliated (continued)
Diversified Financial Services (continued)
Galaxy 32 CLO Ltd	(4)(5)(6)(8)	SOFR +	7.33%	12.65%	10/20/2036	$	2,140	$	2,120	$	2,208	0.01	%
Goldentree Loan Management US Clo 12 Ltd.	(4)(5)(6)(8)	SOFR +	7.25%	12.57%	4/20/2034	6,500		6,449		6,569		0.02
Goldentree Loan Management US Clo 8 Ltd.	(4)(5)(6)(8)	SOFR +	6.41%	11.73%	10/20/2034	6,200		6,200		6,257		0.02
Goldentree Loan Management US Clo 15 Ltd	(4)(5)(6)(8)	SOFR +	6.50%	11.82%	10/20/2036	6,500		6,441		6,716		0.02
GoldenTree Loan Management US CLO 16 Ltd	(4)(5)(6)(8)	SOFR +	8.50%	13.82%	1/20/2034	4,000		3,993		4,016		0.01
Goldentree Loan Management US Clo 18 Ltd	(4)(5)(6)(8)	SOFR +	8.50%	13.82%	1/20/2037	5,000		4,933		5,048		0.01
Gulf Stream Meridian 5, Ltd.	(4)(5)(6)(8)	SOFR +	6.59%	11.92%	7/15/2034	5,000		4,959		5,000		0.01
Gulf Stream Meridian 7, Ltd.	(4)(5)(6)(8)	SOFR +	6.85%	12.18%	7/15/2035	5,000		4,959		5,017		0.01
Gulf Stream Meridian GSM 2021-IIIA, Ltd.	(4)(5)(6)(8)	SOFR +	7.01%	12.34%	4/15/2034	1,250		1,213		1,255		0.00
Halseypoint Clo 5, Ltd.	(4)(5)(6)(8)	SOFR +	7.20%	12.56%	1/30/2035	9,500		9,347		9,404		0.03
HPS Loan Management 15-2019 Ltd	(4)(5)(6)(8)	SOFR +	6.80%	12.10%	1/22/2035	4,000		3,967		4,012		0.01
HPS Loan Management 2024-20 Ltd	(4)(5)(6)(8)	SOFR +	6.20%	11.54%	7/25/2037	2,000		2,000		2,010		0.01
Jamestown CLO XIV, Ltd.	(4)(5)(6)(8)	SOFR +	7.46%	12.79%	10/20/2034	10,000		9,841		10,060		0.03
Jamestown CLO XV, Ltd.	(4)(5)(6)(8)	SOFR +	7.06%	12.39%	7/15/2035	3,000		2,970		2,987		0.01
Kayne CLO III, Ltd.	(4)(5)(6)(8)	SOFR +	6.76%	12.09%	4/15/2032	5,000		5,007		5,036		0.01
Magnetite XXXII Ltd	(4)(5)(6)(8)	SOFR +	6.90%	12.23%	4/15/2035	5,000		5,000		5,058		0.01
MidOcean Credit CLO XIII Ltd	(4)(5)(6)(8)	SOFR +	7.80%	13.17%	1/21/2037	9,500		9,135		9,949		0.03
MidOcean Credit CLO XIV Ltd	(4)(5)(6)(8)	SOFR +	6.56%	11.87%	4/15/2037	1,500		1,460		1,472		0.00
MidOcean Credit CLO XIV Ltd	(4)(5)(6)(8)	SOFR +	7.40%	12.71%	4/15/2037	3,500		3,500		3,532		0.01
Morgan Stanley Eaton Vance Clo 2021-1, Ltd.	(4)(5)(6)(8)	SOFR +	7.01%	12.35%	10/20/2034	6,500		6,500		6,509		0.02
Morgan Stanley Eaton Vance CLO 2022-17A Ltd	(4)(5)(6)(8)	SOFR +	7.90%	13.22%	7/20/2035	1,000		1,007		1,011		0.00
Neuberger Berman Loan Advisers CLO 38, Ltd.	(4)(5)(6)(8)	SOFR +	6.51%	11.84%	10/20/2035	11,000		11,000		11,037		0.03
OCP CLO 2021-22, Ltd.	(5)(6)(8)	SOFR +	6.86%	12.19%	12/2/2034	9,000		8,902		9,026		0.03
Octagon 55, Ltd	(4)(5)(6)(8)	SOFR +	6.76%	12.09%	7/20/2034	11,000		10,894		10,801		0.03
Octagon Investment Partners 41, Ltd.	(4)(5)(6)(8)	SOFR +	7.39%	12.72%	10/15/2033	2,500		2,491		2,509		0.01
Onex Credit Partners OCP 2020-19A	(4)(5)(6)(8)	SOFR +	6.76%	12.09%	10/20/2034	4,250		4,096		4,251		0.01
Palmer Square CLO 2015-1, Ltd.	(4)(5)(6)(8)	SOFR +	6.76%	12.09%	5/21/2034	2,000		1,922		2,007		0.01
Palmer Square CLO 2019-1, Ltd.	(4)(5)(6)(8)	SOFR +	6.76%	12.08%	11/14/2034	13,000		13,003		13,053		0.04
Palmer Square CLO 2022-1, Ltd.	(4)(5)(6)(8)	SOFR +	6.35%	11.67%	4/20/2035	2,500		2,500		2,525		0.01
Palmer Square CLO 2023-3 Ltd	(4)(5)(6)(8)	SOFR +	7.83%	13.21%	1/20/2037	10,000		9,904		10,393		0.03

35

Blackstone Private Credit Fund

Condensed Consolidated Schedule of Investments

June 30, 2024

(in thousands)

(Unaudited)

Investments (1)	Footnotes	Reference Rate and Spread (2)		Interest Rate (2)(15)	Maturity Date	Par Amount/Units (1)		Cost (3)		Fair Value		% of Net Assets
Structured Finance Obligations - Debt Instruments - non-controlled/non-affiliated (continued)
Diversified Financial Services (continued)
Parallel 2020-1 Ltd	(4)(5)(6)(8)	SOFR +	6.76%	12.09%	7/20/2034	$	3,500	$	3,435	$	3,449	0.01	%
Park Avenue Institutional Advisers CLO Ltd 2022-1	(4)(5)(6)(8)	SOFR +	7.29%	12.61%	4/20/2035	6,000		5,852		5,925		0.02
Pikes Peak CLO 3	(4)(5)(6)(8)	SOFR +	6.87%	12.20%	10/25/2034	3,000		3,010		2,996		0.01
Post CLO 2021-1, Ltd.	(4)(5)(6)(8)	SOFR +	6.71%	12.03%	10/15/2034	6,000		6,000		6,025		0.02
Post CLO 2022-1, Ltd.	(4)(5)(6)(8)	SOFR +	6.75%	12.07%	4/20/2035	5,000		4,980		4,933		0.01
Post CLO 2024-1, Ltd.	(4)(5)(6)(8)	SOFR +	6.80%	12.11%	4/20/2037	2,500		2,500		2,541		0.01
PPM CLO 4, Ltd.	(4)(5)(6)(8)	SOFR +	6.76%	12.09%	10/18/2034	6,775		6,775		6,545		0.02
PPM CLO 5, Ltd.	(4)(5)(6)(8)	SOFR +	6.76%	12.09%	10/18/2034	4,800		4,800		4,692		0.01
Rad CLO 14, Ltd.	(4)(5)(6)(8)	SOFR +	6.76%	12.09%	1/15/2035	6,750		6,750		6,772		0.02
Rad CLO 16 Ltd	(4)(5)(6)(8)	SOFR +	6.50%	11.83%	7/15/2037	5,000		5,000		4,993		0.01
Rad CLO 22 Ltd	(4)(5)(6)(8)	SOFR +	7.73%	13.10%	1/20/2037	7,500		7,285		7,848		0.02
Rad Clo 25 Ltd	(4)(5)(6)(8)	SOFR +	6.00%	11.34%	7/20/2037	3,000		3,000		3,023		0.01
Rad CLO 3 Ltd	(4)(5)(6)(8)	SOFR +	5.88%	11.21%	7/15/2037	2,715		2,661		2,661		0.01
Rad CLO 3 Ltd	(4)(5)(6)(8)	SOFR +	7.00%	12.33%	7/15/2037	2,715		2,715		2,715		0.01
Rockford Tower CLO 2021-3, Ltd.	(4)(5)(6)(8)	SOFR +	6.98%	12.31%	10/20/2034	2,000		1,976		1,888		0.01
RR 19, Ltd.	(4)(5)(6)(8)	SOFR +	6.76%	12.09%	10/15/2035	3,000		3,000		3,012		0.01
RR 20, Ltd.	(5)(6)(8)	SOFR +	7.25%	12.58%	7/15/2037	4,000		3,966		4,017		0.01
Signal Peak 7, Ltd.	(4)(5)(6)(8)	SOFR +	7.15%	12.48%	4/30/2032	3,875		3,849		3,896		0.01
Sound Point CLO XXVII, Ltd.	(4)(5)(6)(8)	SOFR +	6.82%	12.15%	10/25/2034	5,000		4,919		4,591		0.01
Symphony CLO 34-PS Ltd.	(4)(5)(6)(8)	SOFR +	8.15%	13.47%	7/24/2036	4,000		3,924		4,131		0.01
Symphony CLO 44 Ltd	(4)(5)(6)(8)	SOFR +	6.15%	11.50%	7/14/2037	2,500		2,500		2,512		0.01
Trestles Clo IV, Ltd.	(4)(5)(6)(8)	SOFR +	6.51%	11.84%	7/21/2034	8,000		8,000		8,022		0.02
Trinitas CLO XVI Ltd	(4)(5)(6)(8)	SOFR +	7.26%	12.59%	7/20/2034	5,000		4,827		4,788		0.01
Vibrant CLO XII Ltd.	(4)(5)(6)(8)	SOFR +	6.94%	12.27%	4/20/2034	1,000		985		990		0.00
Vibrant CLO XIII, Ltd.	(4)(5)(6)(8)	SOFR +	7.32%	12.65%	7/15/2034	6,250		6,202		6,290		0.02
Voya CLO 2019-4, Ltd.	(4)(5)(6)(8)	SOFR +	6.97%	12.29%	1/15/2035	8,250		8,117		8,020		0.02
Voya CLO 2020-2, Ltd.	(4)(5)(6)(8)	SOFR +	6.66%	11.99%	7/19/2034	5,000		4,920		4,962		0.01
Total Structured Finance Obligations - Debt Instruments - non-controlled/non-affiliated								498,369		503,670		1.42
Total Structured Finance Obligations - Debt Instruments								498,369		503,670		1.42

36

Blackstone Private Credit Fund

Condensed Consolidated Schedule of Investments

June 30, 2024

(in thousands)

(Unaudited)

Investments (1)	Footnotes	Reference Rate and Spread (2)	Interest Rate (2)(15)	Maturity Date	Par Amount/Units (1)	Cost (3)		Fair Value		% of Net Assets
Equity and other
Equity - non-controlled/non-affiliated
Aerospace & Defense
Loar Holdings Inc. - Common Equity					910,404	$	12,614	$	48,625	0.14	%
Micross Topco, Inc. - Common Equity	(4)				116	125		141		0.00
						12,739		48,766		0.14
Air Freight & Logistics
AGI Group Holdings LP - A2 Units	(4)				1,674	1,674		1,097		0.00
Mode Holdings, L.P. - Class A-2 Common Units	(4)				1,076,923	1,077		1,497		0.00
						2,751		2,594		0.00
Capital Markets
Resolute Investment Managers, Inc. - Common Equity					48,476	1,212		242		0.00
Commercial Services & Supplies
GTCR Investors LP - A-1 Units	(4)				893,584	894		894		0.00
Distributors
Box Co-Invest Blocker, LLC - (BP Alpha Holdings, L.P.) - Class A Units	(4)				3,308,320	3,308		926		0.00
Box Co-Invest Blocker, LLC - (BP Alpha Holdings, L.P.) - Class C Units	(4)				401,889	390		458		0.00
						3,698		1,384		0.00
Diversified Consumer Services
Cambium Holdings, LLC - Senior Preferred Interests	(4)		11.50%		29,194,330	28,735		39,754		0.12
DTA LP - Class A Units	(4)				2,612,843	2,613		2,613		0.01
						31,348		42,367		0.13
Diversified Financial Services
THL Fund IX Investors (Plymouth II), LP - LP Interests	(4)				666,667	667		799		0.00
Diversified Telecommunication Services
Point Broadband Holdings, LLC - Class A Units	(4)				12,870	10,915		11,590		0.03
Point Broadband Holdings, LLC - Class B Units	(4)				685,760	1,955		2,455		0.01
Point Broadband Holdings, LLC - Class Additional A Units	(4)				147,380	420		528		0.00
Point Broadband Holdings, LLC - Class Additional B Units	(4)				2,766	2,346		2,491		0.01
						15,636		17,064		0.05
Health Care Equipment & Supplies
GCX Corporation Group Holdings, L.P. - Class A-2 Units	(4)				4,853	4,853		2,863		0.01

37

Blackstone Private Credit Fund

Condensed Consolidated Schedule of Investments

June 30, 2024

(in thousands)

(Unaudited)

Investments (1)	Footnotes	Reference Rate and Spread (2)	Interest Rate (2)(15)	Maturity Date	Par Amount/Units (1)	Cost (3)		Fair Value		% of Net Assets
Equity - non-controlled/non-affiliated (continued)
Health Care Providers & Services
AVE Holdings I Corp. - Series A-1 Preferred Shares	(4)				12,237,213	$	11,870	$	12,727	0.04	%
CD&R Artemis Holdco 2 Limited - Preferred Shares	(4)(6)				33,000,000	43,662		54,146		0.16
CD&R Ulysses Equity Holdings, L.P. - Common Shares	(4)(6)				6,000,000	6,090		5,340		0.02
Jayhawk Holdings, LP - A-1 Common Units	(4)				12,472	2,220		740		0.00
Jayhawk Holdings, LP - A-2 Common Units	(4)				6,716	1,195		398		0.00
Maia Aggregator, L.P. - Class A Units	(4)				19,700,000	19,700		15,760		0.05
NC Eve, L.P. - LP Interest	(4)(6)				2,500,000	3,398		2,054		0.01
						88,135		91,165		0.28
Health Care Technology
Azalea Parent Corp - Series A-1 Preferred Shares	(4)		12.75%		91,500	89,213		91,509		0.27
Caerus Midco 2 S.à r.l. - Additional Vehicle Units	(4)(6)				988,290	988		109		0.00
Caerus Midco 2 S.à r.l. - Vehicle Units	(4)(6)				4,941,452	4,941		4,596		0.01
Healthcomp Holding Company, LLC - Preferred Interests	(4)		6.00%		18,035	1,804		1,804		0.01
						96,946		98,018		0.29
Insurance
RSC Topco, Inc. - Preferred Shares	(4)				100	97		110		0.00
Shelf Holdco Ltd - Common Equity	(4)(6)				1,300,000	1,300		4,160		0.01
						1,397		4,270		0.01
IT Services
NC Ocala Co-Invest Beta, L.P. - LP Interest	(4)				25,687,196	25,687		30,311		0.09
Professional Services
OHCP V TC COI, LP. - LP Interest	(4)				6,500,000	6,500		13,390		0.04
Tricor Horizon - LP Interest	(4)(6)				14,273,892	14,396		15,130		0.04
Trinity Air Consultants Holdings Corp - Common Units	(4)				4,797	5		10		0.00
Victors CCC Topco, LP - Common Equity	(4)				9,600,000	9,600		17,568		0.05
						30,501		46,098		0.13

38

Blackstone Private Credit Fund

Condensed Consolidated Schedule of Investments

June 30, 2024

(in thousands)

(Unaudited)

Investments (1)	Footnotes	Reference Rate and Spread (2)	Interest Rate (2)(15)	Maturity Date	Par Amount/Units (1)	Cost (3)		Fair Value		% of Net Assets
Equity - non-controlled/non-affiliated (continued)
Software
Connatix Parent, LLC - Class L Common Units	(4)				126,136	$	1,388	$	544	0.00	%
Descartes Holdings, Inc - Class A Units	(4)				937,585	4,060		675		0.00
Expedition Holdco, LLC - Common Units	(4)				810,810	810		520		0.00
Knockout Intermediate Holdings I, Inc. - Preferred Shares	(4)				49,020	47,793		64,950		0.19
Lobos Parent, Inc. - Series A Preferred Shares	(4)		10.50%		45,090	43,963		55,458		0.16
Mandolin Technology Holdings, Inc. - Series A Preferred Shares	(4)				31,950,000	30,992		34,426		0.10
Mimecast Limited - LP Interests	(4)				75,088,584	75,089		79,594		0.23
Mitratech Holdings, Inc. - Class A Preferred Shares	(4)				1,573	1,535		1,647		0.00
TPG IX Newark CI, L.P. - LP Interests	(4)(6)				3,846,970	3,847		3,847		0.01
Zoro - Common Equity	(4)				1,195,880	11,959		11,959		0.04
Zoro - Series A Preferred Shares	(4)		12.50%		44,535	42,976		54,444		0.16
						264,412		308,064		0.89
Transportation Infrastructure
Atlas Intermediate Holding LLC - Preferred Interest	(4)				34,238,400	33,725		33,040		0.10
Enstructure LLC - A-7 Units	(4)				3,783,785	2,805		3,859		0.01
Enstructure LLC - A-8 Units	(4)				858,469	635		876		0.00
Frontline Road Safety Investments, LLC - Class A Common Units	(4)				58,590	6,178		11,575		0.03
Ncp Helix Holdings, LLC. - Preferred Shares	(4)				1,485,282	1,116		1,395		0.00
						44,459		50,745		0.14
Total Equity - non-controlled/non-affiliated						625,335		745,644		2.16
Structured Finance Obligations - Equity Instruments - non-controlled/non-affiliated
Diversified Financial Services
MidOcean Credit CLO XV Ltd - Subordinated Notes	(4)(5)(6)(8)			7/21/2037	5,000,000	3,550		3,668		0.01
Rad Clo 25 Ltd - Subordinated Notes	(4)(5)(6)(8)			7/20/2037	5,000,000	4,317		4,318		0.01
Signal Peak CLO 11 Ltd - Subordinated Notes	(4)(5)(6)(8)			7/18/2037	5,000,000	4,450		4,451		0.01
						12,317		12,437		0.03
Total Structured Finance Obligations - Equity Instruments - non-controlled/non-affiliated						12,317		12,437		0.03
Total Equity and other - non-controlled/non-affiliated						637,652		758,081		2.19

39

Blackstone Private Credit Fund

Condensed Consolidated Schedule of Investments

June 30, 2024

(in thousands)

(Unaudited)

Investments (1)	Footnotes	Reference Rate and Spread (2)	Interest Rate (2)(15)	Maturity Date	Par Amount/Units (1)	Cost (3)		Fair Value		% of Net Assets
Equity - non-controlled/affiliated
Distributors
GSO DL Co-Invest EIS LP (EIS Acquisition Holdings, LP - Class A Common Units)	(4)(6)(16)				265,556	$	558	$	2,079	0.01	%
Total Equity - non-controlled/affiliated						558		2,079		0.01
Equity - controlled/affiliated
Chemicals
Pigments Holdings LP - LP Interests	(4)(6)(16)				3,943	0		0		0.00
Diversified Financial Services
Specialty Lending Company LLC - LLC Interest	(4)(6)(16)				276,759,000	276,759		262,783		0.77
Insurance
CFCo LLC (Benefytt Technologies, Inc.) - Class B Units	(4)(16)				134,166,603	0		0		0.00
Professional Services
Material+ Holding Company, LLC - Class C Units	(4)(16)				63,589	0		0		0.00
Specialty Retail
GSO DL CoInvest CI LP (CustomInk, LLC - Series A Preferred Units)	(4)(6)(16)				1,500,000	1,421		2,189		0.01
Total Equity - controlled/affiliated (excluding Investments in Joint Ventures)						278,180		264,972		0.78
Total Equity and other						916,390		1,025,132		2.98
Investment in Joint Venture
BCRED Emerald JV LP - LP Interests	(6)(16)					1,815,000		1,830,280		5.37
BCRED Verdelite JV LP - LP Interests	(6)(16)					117,706		126,530		0.37
Total Investments in Joint Ventures						1,932,706		1,956,810		5.74
Total Investments - non-controlled/non-affiliated						53,536,328		53,363,354		156.28
Total Investments - non-controlled/affiliated						558		2,079		0.01
Total Investments - controlled/affiliated (excluding Investments in Joint Ventures)						640,032		552,753		1.62
Total Investments - Investments in Joint Ventures						1,932,706		1,956,810		5.74
Total Investment Portfolio						56,109,624		55,874,996		163.65
Cash and Cash Equivalents
State Street Institutional U.S. Government Money Market Fund						13,796		13,796		0.04
Other Cash and Cash Equivalents						1,620,346		1,620,346		4.75
Total Portfolio Investments, Cash and Cash Equivalents						$	57,743,766	$	57,509,138	168.44	%

40

Blackstone Private Credit Fund

Condensed Consolidated Schedule of Investments

June 30, 2024

(in thousands)

(Unaudited)

(1)Unless otherwise indicated, all debt and equity investments held by the Company (which such term “Company” shall include the Company’s consolidated subsidiaries for purposes of this Consolidated Schedule of Investments) are denominated in dollars. As of June 30, 2024, the Company had investments denominated in Canadian Dollars (CAD), Euros (EUR), British Pounds (GBP), Swiss Francs (CHF), Danish Krone (DKK), Swedish Krona (SEK), Norwegian Krone (NOK), New Zealand Dollars (NZD), and Australian Dollars (AUD). All debt investments are income producing unless otherwise indicated. All equity investments are non-income producing unless otherwise noted. Certain portfolio company investments are subject to contractual restrictions on sales. The total par amount (in thousands) is presented for debt investments, while the number of shares or units (in whole amounts) owned is presented for equity investments. Each of the Company’s investments is pledged as collateral, under one or more of its credit facilities unless otherwise indicated.

(2)Variable rate loans to the portfolio companies bear interest at a rate that is determined by reference to either Canadian Dollar Offered Rate (“CDOR” or “C”), Sterling Overnight Interbank Average Rate (“SONIA” or “S”), Euro Interbank Offer Rate (“Euribor” or “E”), Secured Overnight Financing Rate (“SOFR”), Stockholm Interbank Offered Rate (“STIBOR” or “ST”), Copenhagen Interbank Offered Rate (“CIBOR" or “CI”), Norwegian Interbank Offered Rate (“NIBOR” or “N”), Swiss Average Rate Overnight (“SARON” or “SA”), New Zealand Bank Bill Reference Rate (“BKBM” or “B”), Australian Bank Bill Swap Bid Rate (“BBSY” or “BB”), Canadian Overnight Repo Rate Average (“CORRA” or “CA”), or an alternate base rate (commonly based on the Federal Funds Rate (“F”) or the U.S. Prime Rate (“P”)), which generally resets periodically. For each loan, the Company has indicated the reference rate used and provided the spread and the interest rate in effect as of June 30, 2024. Variable rate loans typically include an interest reference rate floor feature.

(3)The cost represents the original cost adjusted for the amortization of discounts and premiums, as applicable, on debt investments using the effective interest method in accordance with accounting principles generally accepted in the United States of America (“GAAP”).

(4)These investments were valued using unobservable inputs and are considered Level 3 investments. Fair value was determined in good faith by or under the direction of the Board of Trustees (the “Board”) (see Note 2 and Note 5), pursuant to the Company’s valuation policy.

(5)These debt investments are not pledged as collateral under any of the Company's credit facilities. For other debt investments that are pledged to the Company's credit facilities, a single investment may be divided into parts that are individually pledged as collateral to separate credit facilities. Any other debt investments listed above are pledged to financing facilities or CLOs and are not available to satisfy the creditors of the Company.

(6)The investment is not a qualifying asset under Section 55(a) of the 1940 Act. The Company may not acquire any non-qualifying asset unless, at the time of acquisition, qualifying assets represent at least 70.0% of the Company’s total assets. As of June 30, 2024, non-qualifying assets represented 20.8% of total assets as calculated in accordance with regulatory requirements.

(7)Position or portion thereof is an unfunded commitment, and no interest is being earned on the unfunded portion, although the investment may be subject to unused commitment fees. Negative cost and fair value results from unamortized fees, which are capitalized to the investment cost. The unfunded commitment may be subject to a commitment termination date that may expire prior to the maturity date stated. See below for more information on the Company’s unfunded commitments:

Investments	Commitment Type	Commitment Expiration Date	Unfunded Commitment		Fair Value
123Dentist, Inc.	Delayed Draw Term Loan	8/10/2029	$	8,078	$	(65)
ACI Group Holdings, Inc.	Revolver	8/2/2027	16,111		—
ACI Group Holdings, Inc.	Delayed Draw Term Loan	8/2/2024	17,886		—
ADCS Clinics Intermediate Holdings, LLC	Revolver	5/7/2026	3,010		—
AI Altius Bidco, Inc.	Delayed Draw Term Loan	12/21/2028	39,500		—
Alera Group, Inc.	Delayed Draw Term Loan	11/17/2025	18,693		—
Allium Buyer LLC	Revolver	5/2/2029	249		—
American Restoration Holdings, LLC	Term Loan	7/24/2030	26,991		—
American Restoration Holdings, LLC	Delayed Draw Term Loan	1/24/2025	8,119		—
American Restoration Holdings, LLC	Delayed Draw Term Loan	7/24/2026	21,015		—
American Restoration Holdings, LLC	Revolver	7/24/2030	7,620		—
Amerilife Holdings LLC	Revolver	8/31/2028	48,715		—
Amerilife Holdings LLC	Delayed Draw Term Loan	10/20/2026	6,683		(67)
Amerilife Holdings LLC	Delayed Draw Term Loan	6/17/2026	115,601		(578)
Amerivet Partners Management, Inc.	Revolver	2/25/2028	11,511		—
Analytic Partners LP	Revolver	4/4/2028	3,261		—
Anaplan, Inc.	Revolver	6/21/2028	47,983		—
Apex Companies, LLC	Delayed Draw Term Loan	3/15/2026	419		—
Aptean Inc	Revolver	1/30/2031	3,641		—
Aptean Inc	Delayed Draw Term Loan	1/30/2026	6,750		—
Armada Parent, Inc.	Revolver	10/29/2027	27,000		(270)

41

Blackstone Private Credit Fund

Condensed Consolidated Schedule of Investments

June 30, 2024

(in thousands)

(Unaudited)

Investments	Commitment Type	Commitment Expiration Date	Unfunded Commitment		Fair Value
Ascend Buyer, LLC	Revolver	9/30/2027	$	5,173	$	—
Atlas CC Acquisition Corp.	Revolver	5/26/2026	12,098		—
Atlas CC Acquisition Corp.	Delayed Draw Term Loan	5/26/2026	14,403		(4,307)
Atlas Securitized Products Funding 2, L.P.	Revolver	4/10/2026	36,747		—
Avalara Inc	Revolver	10/19/2028	2,308		—
Azurite Intermediate Holdings Inc.	Delayed Draw Term Loan	3/30/2026	15,390		—
Azurite Intermediate Holdings Inc.	Revolver	3/19/2031	6,840		—
Baker Tilly Advisory Group LP	Revolver	6/3/2030	37,285		(559)
Baker Tilly Advisory Group LP	Delayed Draw Term Loan	6/3/2026	33,896		(254)
Bamboo US BidCo LLC	Delayed Draw Term Loan	9/30/2030	3,806		—
Bamboo US BidCo LLC	Revolver	9/28/2029	6,278		—
Bazaarvoice, Inc.	Revolver	5/7/2026	45,117		—
Bimini Group Purchaser Inc	Delayed Draw Term Loan	4/26/2026	76,993		(385)
Bimini Group Purchaser Inc	Revolver	4/26/2031	11,406		—
BlueCat Networks USA, Inc.	Delayed Draw Term Loan	8/8/2024	9,873		—
Bluefin Holding, LLC	Revolver	9/12/2029	4,487		(22)
BPPH2 Limited	Term Loan	3/16/2028	16,398		—
BradyIFS Holdings, LLC	Revolver	10/31/2029	17,309		—
BradyIFS Holdings, LLC	Delayed Draw Term Loan	10/31/2025	8,546		—
Brave Parent Holdings, Inc.	Delayed Draw Term Loan	5/28/2025	22,569		—
Brave Parent Holdings, Inc.	Revolver	11/28/2030	26,868		—
Caerus US 1, Inc.	Delayed Draw Term Loan	5/25/2029	32,788		—
Caerus US 1, Inc.	Revolver	5/25/2029	54,204		—
Caerus US 1, Inc.	Delayed Draw Term Loan	5/25/2029	20,176		—
Cambium Learning Group, Inc.	Revolver	7/20/2028	101,715		—
Castle Management Borrower, LLC	Revolver	11/3/2029	2,917		—
CEP V Investment 11 Sarl	Delayed Draw Term Loan	6/13/2026	54,538		—
CFC Underwriting, Ltd.	Delayed Draw Term Loan	5/16/2029	20,232		(258)
CFGI Holdings, LLC	Revolver	11/2/2027	19,950		(399)
CFS Brands, LLC	Delayed Draw Term Loan	10/2/2030	20,572		(206)
CFS Brands, LLC	Revolver	10/2/2030	30,858		—
Channelside AcquisitionCo, Inc.	Delayed Draw Term Loan	4/28/2025	6,792		(34)
Channelside AcquisitionCo, Inc.	Delayed Draw Term Loan	4/28/2025	918		(2)
Channelside AcquisitionCo, Inc.	Revolver	5/15/2029	13,756		—
Charger Debt Merger Sub, LLC	Revolver	5/31/2030	7,000		(70)
Charger Debt Merger Sub, LLC	Delayed Draw Term Loan	5/31/2026	29,210		—
Chronicle Bidco, Inc.	Revolver	11/14/2025	4,331		—
Chronicle Bidco, Inc.	Delayed Draw Term Loan	3/26/2026	13,265		—
Cisive Holdings Corp	Revolver	12/8/2027	4,445		(89)
Claims Automation Intermediate 2, LLC	Delayed Draw Term Loan	12/16/2024	34,260		—
Clearview Buyer, Inc.	Revolver	2/26/2027	8,085		—
Clearview Buyer, Inc.	Delayed Draw Term Loan	8/26/2024	33,015		—
Community Brands ParentCo, LLC	Revolver	2/24/2028	6,330		—
Connatix Buyer, Inc.	Revolver	7/14/2027	16,294		(652)
Consor Intermediate II LLC	Delayed Draw Term Loan	5/10/2026	44,439		(222)
Consor Intermediate II LLC	Revolver	5/10/2031	11,850		(119)
Continental Buyer Inc	Revolver	4/2/2031	4,282		(64)
Continental Buyer Inc	Delayed Draw Term Loan	4/2/2026	11,420		(86)
COP Home Services TopCo IV, Inc.	Delayed Draw Term Loan	12/30/2027	13,936		(209)
COP Home Services TopCo IV, Inc.	Revolver	12/31/2025	19,964		(214)

42

Blackstone Private Credit Fund

Condensed Consolidated Schedule of Investments

June 30, 2024

(in thousands)

(Unaudited)

Investments	Commitment Type	Commitment Expiration Date	Unfunded Commitment		Fair Value
Coupa Software Inc.	Delayed Draw Term Loan	8/27/2025	$	164	$	(2)
Coupa Software Inc.	Revolver	2/27/2029	126		—
CPI Buyer, LLC	Revolver	11/1/2026	28,928		(579)
CPI Buyer, LLC	Delayed Draw Term Loan	11/23/2025	11,903		—
Crewline Buyer, Inc.	Revolver	11/8/2030	12,790		(31)
Cumming Group, Inc.	Revolver	11/16/2027	25,468		—
Cumming Group, Inc.	Delayed Draw Term Loan	5/21/2025	14,626		—
Dechra Pharmaceuticals Holdings Ltd	Delayed Draw Term Loan	1/24/2026	13,071		(163)
Dechra Pharmaceuticals Holdings Ltd	Delayed Draw Term Loan	1/24/2026	12,081		(159)
DCG Acquisition Corp.	Revolver	6/13/2031	36,470		(365)
DCG Acquisition Corp.	Delayed Draw Term Loan	6/13/2026	36,470		—
Denali Bidco Ltd	Delayed Draw Term Loan	4/17/2026	300		(3)
Diligent Corp	Delayed Draw Term Loan	4/26/2026	50,000		(375)
Diligent Corp	Revolver	8/4/2030	33,333		—
Doc Generici (Diocle S.p.A.)	Delayed Draw Term Loan	10/26/2024	5,367		(71)
DTA Intermediate II Ltd.	Delayed Draw Term Loan	3/27/2026	19,441		—
DTA Intermediate II Ltd.	Revolver	3/27/2030	12,961		(130)
DTI Holdco, Inc.	Revolver	4/26/2027	8,800		—
Eden Acquisitionco Ltd	Delayed Draw Term Loan	11/17/2025	7,569		(96)
Elements Finco Ltd	Delayed Draw Term Loan	4/30/2027	37,680		(192)
Emergency Power Holdings, LLC	Delayed Draw Term Loan	8/17/2024	43,758		(438)
Endeavor Schools Holdings LLC	Delayed Draw Term Loan	7/18/2029	12,377		—
Enstructure LLC	Delayed Draw Term Loan	6/10/2026	176,353		—
ENV Bidco AB	Delayed Draw Term Loan	7/19/2029	27,675		(350)
Episerver, Inc.	Revolver	4/9/2026	3,833		(38)
Essential Services Holding Corp	Delayed Draw Term Loan	6/17/2026	14,519		(73)
Essential Services Holding Corp	Revolver	6/17/2030	9,056		(91)
Everbridge Holdings LLC	Term Loan	7/2/2031	34,641		—
Everbridge Holdings LLC	Delayed Draw Term Loan	7/2/2026	8,682		—
Everbridge Holdings LLC	Revolver	7/2/2031	3,464		—
Excelitas Technologies Corp.	Revolver	8/14/2028	14,780		—
Excelitas Technologies Corp.	Delayed Draw Term Loan	8/12/2024	4,927		(49)
Experity, Inc.	Revolver	2/24/2028	13,452		—
Fern Bidco Ltd	Term Loan	7/1/2031	49,994		—
Fern Bidco Ltd	Delayed Draw Term Loan	7/1/2027	25,252		—
Formulations Parent Corp.	Revolver	11/15/2029	3,571		—
Foundation Risk Partners Corp.	Revolver	10/29/2029	16,269		(244)
Foundation Risk Partners Corp.	Delayed Draw Term Loan	10/29/2025	14,794		—
Foundation Risk Partners Corp.	Delayed Draw Term Loan	5/21/2026	17,972		(90)
Frontgrade Technologies Holdings, Inc.	Revolver	1/9/2028	516		—
Frontline Road Safety, LLC	Delayed Draw Term Loan	6/15/2025	13,468		—
FusionSite Midco, LLC	Delayed Draw Term Loan	11/17/2024	2,100		—
FusionSite Midco, LLC	Revolver	11/17/2029	4,884		(110)
G&A Partners Holding Company II, LLC	Delayed Draw Term Loan	3/1/2026	23,934		—
G&A Partners Holding Company II, LLC	Revolver	3/1/2030	6,575		(82)
Galway Borrower, LLC	Revolver	9/30/2027	16,465		—
Galway Borrower, LLC	Delayed Draw Term Loan	2/7/2026	533		(3)
Gannett Fleming, Inc	Term Loan	8/5/2030	454,778		—
Gannett Fleming, Inc	Revolver	8/5/2030	46,614		—
GI Ranger Intermediate, LLC	Revolver	10/29/2027	10,800		—

43

Blackstone Private Credit Fund

Condensed Consolidated Schedule of Investments

June 30, 2024

(in thousands)

(Unaudited)

Investments	Commitment Type	Commitment Expiration Date	Unfunded Commitment		Fair Value
Gigamon Inc.	Revolver	3/11/2028	$	15,465	$	—
Gimlet Bidco GmbH	Delayed Draw Term Loan	4/23/2027	39,244		—
GovernmentJobs.com, Inc.	Revolver	12/2/2027	18,422		—
GovernmentJobs.com, Inc.	Delayed Draw Term Loan	12/2/2024	60,893		—
Granicus, Inc.	Revolver	1/17/2031	4,216		—
Granicus, Inc.	Delayed Draw Term Loan	1/17/2031	4,521		(23)
Graphpad Software LLC	Revolver	6/28/2031	13,945		(70)
Graphpad Software LLC	Delayed Draw Term Loan	6/28/2026	37,287		(186)
Great Day Improvements LLC	Revolver	6/13/2030	5,914		(118)
Groundworks LLC	Delayed Draw Term Loan	3/14/2026	1,294		—
GS Acquisitionco, Inc.	Delayed Draw Term Loan	3/26/2026	17,040		—
GS Acquisitionco, Inc.	Revolver	5/25/2028	3,900		—
Gusto Sing Bidco Pte Ltd	Delayed Draw Term Loan	10/28/2028	102		(3)
High Street Buyer, Inc.	Revolver	4/16/2027	4,186		(84)
High Street Buyer, Inc.	Delayed Draw Term Loan	4/16/2028	30,442		—
High Street Buyer, Inc.	Delayed Draw Term Loan	2/4/2025	44,077		(439)
Homecare Software Solutions LLC	Delayed Draw Term Loan	6/14/2026	26,280		—
Homecare Software Solutions LLC	Revolver	6/14/2031	11,501		—
Houghton Mifflin, LLC	Revolver	4/7/2027	17,625		—
Icefall Parent, Inc.	Revolver	1/17/2030	6,880		(69)
IG Investments Holdings, LLC	Revolver	9/22/2027	55,251		—
Inception Fertility Ventures LLC	Revolver	4/29/2030	12,329		(247)
Inception Fertility Ventures LLC	Delayed Draw Term Loan	4/29/2026	61,644		—
Integrity Marketing Acquisition, LLC	Revolver	8/27/2026	653		(3)
Integrity Marketing Acquisition, LLC	Delayed Draw Term Loan	8/27/2025	3,002		—
IQN Holding Corp	Revolver	5/2/2028	4,896		—
IRI Group Holdings Inc	Revolver	12/1/2027	36,509		—
Iris Buyer, LLC	Revolver	10/2/2029	7,870		(216)
Iris Buyer, LLC	Delayed Draw Term Loan	10/2/2030	2,759		—
ISQ Hawkeye Holdco, Inc.	Revolver	8/17/2028	564		—
ISQ Hawkeye Holdco, Inc.	Delayed Draw Term Loan	8/17/2024	230		—
Java Buyer, Inc.	Delayed Draw Term Loan	11/9/2025	5,750		—
Java Buyer, Inc.	Delayed Draw Term Loan	6/26/2026	80,946		—
Java Buyer, Inc.	Revolver	12/15/2027	12,142		(121)
Java Buyer, Inc.	Revolver	12/15/2027	24,284		(243)
JS Parent Inc	Revolver	4/24/2031	7,880		(39)
Jupiter Bidco Limited	Delayed Draw Term Loan	8/5/2029	41,392		(626)
Kaseya, Inc.	Delayed Draw Term Loan	6/23/2025	39,538		—
Kaseya, Inc.	Revolver	6/25/2029	36,559		—
Kattegat Project Bidco AB	Delayed Draw Term Loan	10/5/2026	12,225		(151)
Kona Intermediate, LLC	Term Loan	7/23/2031	213,479		—
Kona Intermediate, LLC	Delayed Draw Term Loan	7/23/2025	63,105		—
Kona Intermediate, LLC	Delayed Draw Term Loan	7/23/2026	63,422		—
Kona Intermediate, LLC	Revolver	7/23/2031	25,115		—
Knowledge Pro Buyer, Inc.	Revolver	12/10/2027	3,930		—
Knowledge Pro Buyer, Inc.	Delayed Draw Term Loan	12/8/2025	21,101		—
Kwol Acquisition, Inc.	Revolver	12/6/2029	672		—
Kwor Acquisition, Inc.	Revolver	12/22/2027	2,805		—
Loar Group, Inc.	Delayed Draw Term Loan	5/10/2026	100,000		—
LPW Group Holdings, Inc.	Revolver	3/15/2030	6,566		(98)

44

Blackstone Private Credit Fund

Condensed Consolidated Schedule of Investments

June 30, 2024

(in thousands)

(Unaudited)

Investments	Commitment Type	Commitment Expiration Date	Unfunded Commitment		Fair Value
Magic Bidco Inc	Term Loan	7/1/2030	$	43,925	$	—
Magic Bidco Inc	Delayed Draw Term Loan	7/1/2026	17,561		—
Magic Bidco Inc	Revolver	7/1/2030	8,092		—
Magnesium BorrowerCo, Inc.	Delayed Draw Term Loan	5/18/2029	68,627		—
Magneto Components BuyCo, LLC	Revolver	12/5/2029	8,983		—
Magneto Components BuyCo, LLC	Delayed Draw Term Loan	6/5/2025	10,780		(135)
Mandolin Technology Intermediate Holdings, Inc.	Revolver	7/30/2026	4,713		—
Mantech International CP	Delayed Draw Term Loan	6/14/2025	133,060		(1,200)
Mantech International CP	Revolver	4/12/2030	111,612		—
Material Holdings, LLC	Revolver	8/17/2027	3,179		(374)
MB2 Dental Solutions, LLC	Delayed Draw Term Loan	8/12/2025	8,029		(26)
MB2 Dental Solutions, LLC	Delayed Draw Term Loan	8/12/2025	13,382		(22)
MB2 Dental Solutions, LLC	Revolver	2/13/2031	1,748		—
Medline Borrower LP	Revolver	2/27/2026	17,850		(107)
Mercury Bidco Globe Limited	Delayed Draw Term Loan	1/31/2026	25,268		—
Metis Buyer, Inc.	Revolver	5/4/2026	6,210		—
MHE Intermediate Holdings, LLC	Revolver	7/21/2027	804		—
Minotaur Acquisition, Inc.	Revolver	5/10/2030	9,910		(198)
Minotaur Acquisition, Inc.	Delayed Draw Term Loan	5/10/2025	16,516		(165)
Minotaur Acquisition, Inc.	Delayed Draw Term Loan	5/10/2026	16,516		(165)
Monk Holding Co.	Delayed Draw Term Loan	12/1/2024	17,311		—
Monterey Financing, S.à r.l.	Delayed Draw Term Loan	9/30/2024	19,804		—
More Cowbell II, LLC	Delayed Draw Term Loan	9/1/2030	2,244		(27)
More Cowbell II, LLC	Revolver	9/1/2029	1,611		—
MPG Parent Holdings, LLC	Delayed Draw Term Loan	1/8/2026	4,464		—
MPG Parent Holdings, LLC	Revolver	1/8/2030	2,232		—
MRI Software, LLC	Revolver	2/10/2026	7,224		(235)
MRI Software, LLC	Delayed Draw Term Loan	2/10/2027	30,183		—
Natus Medical Incorporated	Revolver	7/21/2027	1,850		—
NAVEX TopCo, Inc.	Revolver	11/9/2028	8,855		—
Navigator Acquiror, Inc.	Delayed Draw Term Loan	1/16/2025	30,637		—
NDC Acquisition Corp.	Revolver	3/9/2027	3,425		—
Neptune BidCo	Delayed Draw Term Loan	4/2/2031	3,008		—
Neptune Holdings, Inc.	Revolver	8/14/2030	2,000		—
Noble Midco 3 Ltd	Delayed Draw Term Loan	6/10/2027	9,042		—
Noble Midco 3 Ltd	Revolver	6/10/2030	6,028		(60)
Onex Baltimore Buyer, Inc.	Delayed Draw Term Loan	1/21/2025	71,368		—
ONS MSO, LLC	Delayed Draw Term Loan	12/13/2025	36,836		—
ONS MSO, LLC	Revolver	7/8/2026	6,492		—
Oranje Holdco Inc	Revolver	2/1/2029	8,250		—
Oxford Global Resources Inc	Revolver	8/17/2027	9,254		—
Paisley Bidco Ltd	Delayed Draw Term Loan	4/18/2027	10,906		(82)
Park Place Technologies, LLC	Delayed Draw Term Loan	9/1/2025	87,668		(438)
Park Place Technologies, LLC	Revolver	3/25/2030	58,299		—
Pavion Corp.	Delayed Draw Term Loan	10/30/2025	3,902		—
PDI TA Holdings, Inc.	Delayed Draw Term Loan	2/1/2026	15,993		—
PDI TA Holdings, Inc.	Revolver	2/3/2031	6,996		(87)
Pearce Services, LLC	Delayed Draw Term Loan	12/29/2024	949		—
Petrus Buyer Inc	Delayed Draw Term Loan	10/17/2025	11,304		(170)
Petrus Buyer Inc	Revolver	10/17/2029	5,163		—

45

Blackstone Private Credit Fund

Condensed Consolidated Schedule of Investments

June 30, 2024

(in thousands)

(Unaudited)

Investments	Commitment Type	Commitment Expiration Date	Unfunded Commitment		Fair Value
PGIS Intermediate Holdings, LLC	Revolver	10/16/2028	$	7,135	$	(143)
PGIS Intermediate Holdings, LLC	Delayed Draw Term Loan	10/16/2028	18,524		—
Phoenix 1 Buyer Corp.	Revolver	11/20/2029	8,349		—
Plasma Buyer, LLC	Revolver	5/12/2028	6,365		—
Plasma Buyer, LLC	Delayed Draw Term Loan	5/12/2029	2,038		—
Point Broadband Acquisition, LLC	Delayed Draw Term Loan	5/29/2026	67,596		(845)
Polyphase Elevator Holding Co.	Revolver	6/23/2027	374		—
PPV Intermediate Holdings, LLC	Revolver	8/31/2029	9,910		—
PPV Intermediate Holdings, LLC	Delayed Draw Term Loan	8/31/2029	2,489		—
Profile Products, LLC	Revolver	11/12/2027	7,340		—
Profile Products, LLC	Revolver	11/12/2027	6,700		—
Progress Residential PM Holdings, LLC	Delayed Draw Term Loan	8/8/2024	16,623		—
Progress Residential PM Holdings, LLC	Delayed Draw Term Loan	8/8/2024	2,915		—
Project Leopard Holdings, Inc.	Revolver	7/20/2027	11,021		—
PT Intermediate Holdings III LLC	Delayed Draw Term Loan	4/4/2026	13,445		(17)
Pye-Barker Fire & Safety LLC	Delayed Draw Term Loan	9/25/2025	8,516		—
Qualus Power Services Corp.	Delayed Draw Term Loan	1/26/2025	1,423		—
Qualus Power Services Corp.	Delayed Draw Term Loan	5/9/2026	50,000		—
Rally Buyer, Inc.	Revolver	7/19/2028	10,647		—
Recorded Future Inc	Delayed Draw Term Loan	6/28/2026	32,625		(326)
Recorded Future Inc	Revolver	6/28/2030	15,241		(152)
Redwood Services Group, LLC	Delayed Draw Term Loan	8/15/2025	5,379		—
Relativity ODA, LLC	Revolver	5/12/2027	4,449		—
Riser Merger Sub, Inc.	Revolver	10/31/2029	16,200		—
Riser Merger Sub, Inc.	Delayed Draw Term Loan	10/31/2025	37,800		(378)
Riser Merger Sub, Inc.	Delayed Draw Term Loan	6/4/2026	85,093		—
RoadOne Inc	Revolver	12/30/2028	275		—
RSC Acquisition, Inc.	Delayed Draw Term Loan	10/30/2026	8,039		—
Safety Borrower Holdings LP	Revolver	9/1/2027	2,181		—
Sailpoint Technologies, Inc.	Revolver	8/16/2028	34,083		—
Sam Holding Co, Inc.	Revolver	3/24/2027	14,800		—
Sam Holding Co, Inc.	Delayed Draw Term Loan	9/19/2024	20,200		—
Scorpio BidCo SAS	Delayed Draw Term Loan	4/3/2026	7,858		(78)
Sedgwick Claims Management Services, Inc.	Term Loan	7/31/2032	227,700		—
SEKO Global Logistics Network, LLC	Revolver	12/30/2026	4,787		—
SG Acquisition, Inc.	Revolver	4/3/2030	13,537		—
Skopima Consilio Parent LLC	Revolver	5/14/2026	6,300		(40)
Smile Doctors, LLC	Revolver	12/23/2027	51,955		(1,299)
Smile Doctors, LLC	Delayed Draw Term Loan	12/23/2028	76,573		—
SpecialtyCare, Inc.	Revolver	6/18/2026	3,680		—
Stepping Stones Healthcare Services, LLC	Revolver	12/30/2026	24,314		(122)
Stepping Stones Healthcare Services, LLC	Delayed Draw Term Loan	4/24/2026	49,255		—
Spectrum Safety Solution Purchaser, LLC	Equity	7/1/2031	22,775		—
Spectrum Safety Solution Purchaser, LLC	Term Loan	7/1/2031	326,147		—
Spectrum Safety Solution Purchaser, LLC	Delayed Draw Term Loan	7/1/2026	68,946		—
Spectrum Safety Solution Purchaser, LLC	Revolver	7/1/2030	68,429		—
STV Group, Inc.	Delayed Draw Term Loan	3/20/2026	16,811		(168)
STV Group, Inc.	Revolver	3/20/2031	10,927		—
Sunshine Cadence Holdco, LLC	Delayed Draw Term Loan	5/1/2026	52,000		—
Sunshine Cadence Holdco, LLC	Revolver	5/1/2030	32,000		(320)

46

Blackstone Private Credit Fund

Condensed Consolidated Schedule of Investments

June 30, 2024

(in thousands)

(Unaudited)

Investments	Commitment Type	Commitment Expiration Date	Unfunded Commitment		Fair Value
Tennessee Bidco Limited	Term Loan	7/1/2031	$	90,122	$	—
Tennessee Bidco Limited	Delayed Draw Term Loan	7/1/2026	176,796		—
The Fertility Partners, Inc.	Revolver	9/16/2027	8,055		(353)
The GI Alliance Management, LLC	Delayed Draw Term Loan	3/1/2026	118,276		(1,183)
The Hiller Companies LLC	Delayed Draw Term Loan	6/20/2026	21,732		—
The Hiller Companies LLC	Revolver	6/20/2030	13,256		—
Thermostat Purchaser III, Inc.	Revolver	8/31/2026	8,125		(26)
Trader Corp.	Revolver	12/22/2028	8,022		—
Trinity Air Consultants Holdings Corp.	Delayed Draw Term Loan	12/31/2024	17,882		—
Trinity Air Consultants Holdings Corp.	Revolver	6/29/2028	13,269		—
Trinity Partners Holdings, LLC	Delayed Draw Term Loan	6/20/2025	115,743		—
Triple Lift, Inc.	Revolver	5/6/2028	8,815		—
TTF Holdings, LLC	Revolver	7/19/2029	19,550		—
Truist Insurance Holdings LLC	Revolver	5/6/2029	18,201		—
Turing Holdco, Inc.	Delayed Draw Term Loan	8/3/2028	47,204		—
Turing Holdco, Inc.	Delayed Draw Term Loan	8/3/2028	31,353		—
UMP Holdings, LLC	Delayed Draw Term Loan	7/13/2024	3,852		—
Unified Physician Management, LLC	Revolver	6/18/2029	101,845		—
Unified Physician Management, LLC	Delayed Draw Term Loan	3/25/2026	5,000		—
US Oral Surgery Management Holdco, LLC	Revolver	11/18/2027	15,496		—
US Oral Surgery Management Holdco, LLC	Delayed Draw Term Loan	12/31/2024	8,924		—
Victors CCC Buyer, LLC	Delayed Draw Term Loan	12/1/2024	31,095		—
Victors CCC Buyer, LLC	Revolver	6/1/2029	29,205		—
West Monroe Partners, LLC	Revolver	11/9/2027	56,571		—
WHCG Purchaser III, Inc.	Revolver	6/22/2026	31		—
World Insurance Associates, LLC	Delayed Draw Term Loan	4/3/2028	53,333		(533)
World Insurance Associates, LLC	Revolver	4/3/2028	3,333		—
WPEngine, Inc.	Revolver	8/14/2029	8,140		(244)
Yellow Castle AB	Delayed Draw Term Loan	7/7/2029	11,621		—
Zendesk Inc	Revolver	11/3/2028	97,650		(1,953)
Zendesk Inc	Delayed Draw Term Loan	11/22/2028	208,035		(3,121)
Zeus, LLC	Revolver	2/8/2030	6,851		(34)
Zeus, LLC	Delayed Draw Term Loan	2/27/2026	9,135		(69)
Total unfunded commitments			$	8,215,954	$	(30,496)

(8)There are no interest rate floors on these investments.

(9)The interest rate floor on these investments as of June 30, 2024 was 0.50%.

(10)The interest rate floor on these investments as of June 30, 2024 was 0.75%.

(11)The interest rate floor on these investments as of June 30, 2024 was 1.00%.

(12)The interest rate floor on these investments as of June 30, 2024 was 1.25%.

(13)The interest rate floor on these investments as of June 30, 2024 was 1.50%.

(14)The interest rate floor on these investments as of June 30, 2024 was 2.00%.

(15)For unsettled positions the interest rate does not include the base rate.

47

Blackstone Private Credit Fund

Condensed Consolidated Schedule of Investments

June 30, 2024

(in thousands)

(Unaudited)

(16)Under the Investment Company Act of 1940, as amended (together with the rules and regulations promulgated thereunder, the “1940 Act”), the Company is deemed to “control” a portfolio company if the Company owns more than 25% of its outstanding voting securities and/or held the power to exercise control over the management or policies of the portfolio company. Under the 1940 Act, the Company is deemed an “affiliated person” of a portfolio company if the Company owns 5% or more of the portfolio company’s outstanding voting securities. As of June 30, 2024, the Company’s controlled/affiliated and non-controlled/affiliated investments were as follows:

	Fair Value as of December 31, 2023		Gross Additions		Gross Reductions		Net change in Unrealized Appreciation (Depreciation)		Net Realized Gain (Loss)		Fair value as of June 30, 2024		Income
Non-Controlled/Affiliated Investments
GSO DL Co-Invest EIS LP (EIS Acquisition Holdings, LP - Class A Common Units)	$	2,499	$	—	$	—	$	(420)	$	—	$	2,079	$	13
Controlled/Affiliated Investments
Daylight Beta Parent LLC (Benefytt Technologies, Inc.)	49,530		—		—		(35,979)		—		13,551		—
CFCo LLC (Benefytt Technologies, Inc.)	612		—		—		(612)		—		—		—
CFCo LLC (Benefytt Technologies, Inc.) - Class B Units	—		—		—		—		—		—		—
Pigments Services, Inc.	9,412		—		(77)		(1,076)		—		8,259		—
Pigments Services, Inc.	9,908		733		(45)		—		—		10,596		709
Pigments Holdings LP - LP Interests	—		—		—		—		—		—		—
Material Holdings, LLC	—		220,360		—		2,194		—		222,554		1,191
Material Holdings, LLC	—		53,566		—		(20,745)		—		32,821		290
Material+ Holding Company, LLC - Class C Units	—		—		—		—		—		—		—
Specialty Lending Company LLC - LLC Interest	265,631		39,285		(13,500)		(28,633)		—		262,783		—
BCRED Emerald JV LP - LP Interests	2,032,260		—		(187,500)		(14,480)		—		1,830,280		149,064
BCRED Verdelite JV LP - LP Interests	129,265		—		—		(2,735)		—		126,530		11,170
GSO DL CoInvest CI LP (CustomInk, LLC - Series A Preferred Units)	1,981		—		—		208		—		2,189		—
Total	$	2,501,098	$	313,944	$	(201,122)	$	(102,278)	$	—	$	2,511,642	$	162,437

(17)Loan was on non-accrual status as of June 30, 2024. As of June 30, 2024, $54.2 million of the cost and $35.6 million of fair value of WHCG Purchaser III, Inc. is considered to be on non-accrual status.

(18)These loans are “last-out” portions of loans. The “last-out” portion of the Company's loan investment generally earns a higher interest rate than the “first-out” portion, and in exchange the “first-out” portion would generally receive priority with respect to payment principal, interest and any other amounts due thereunder over the “last-out” portion.

48

Blackstone Private Credit Fund

Condensed Consolidated Schedule of Investments

June 30, 2024

(in thousands)

(Unaudited)

ADDITIONAL INFORMATION

Foreign Currency Forward Contracts

Counterparty	Currency Purchased		Currency Sold		Settlement Date	Unrealized Appreciation (Depreciation)
Deutsche Bank AG	USD	14,578	CAD	20,000	9/17/2024	$	(61)
Deutsche Bank AG	USD	10,934	CAD	15,000	9/18/2024	(46)
BNP Paribas US	USD	1,683	CAD	2,300	8/28/2024	—
Deutsche Bank AG	USD	11,081	CHF	9,820	9/18/2024	57
Goldman Sachs Bank USA	USD	84,115	DKK	579,731	9/18/2024	478
Deutsche Bank AG	USD	86,443	EUR	80,000	9/18/2024	440
BNP Paribas US	USD	87,387	EUR	80,200	8/28/2024	1,257
Goldman Sachs Bank USA	USD	82,978	GBP	65,000	9/18/2024	794
BNP Paribas US	USD	39,357	GBP	30,900	8/28/2024	295
Goldman Sachs Bank USA	USD	55,271	NOK	587,617	9/18/2024	49
BNP Paribas US	USD	2,843	NOK	30,100	8/28/2024	16
Goldman Sachs Bank USA	USD	24,130	NZD	39,280	9/18/2024	195
Goldman Sachs Bank USA	USD	10,574	SEK	109,749	9/17/2024	181
Goldman Sachs Bank USA	USD	23,020	SEK	239,106	9/18/2024	378
BNP Paribas US	USD	1,791	SEK	19,100	8/28/2024	(17)
Total Foreign Currency Forward Contracts						$	4,016

Interest Rate Swaps
Counterparty	Hedged Instrument	Company Receives	Company Pays	Maturity Date	Notional Amount		Fair Market Value		Upfront Payments / Receipts		Change in Unrealized Appreciation (Depreciation) (1)
Goldman Sachs Bank USA	September 2024 Notes	1.75%	SOFR + 0.08%	9/15/2024	365,000		$	(3,008)	$	—	$	5,527
Goldman Sachs Bank USA	November 2024 Notes	2.35%	SOFR + 0.66%	11/22/2024	500,000		(7,309)		—		6,446
Goldman Sachs Bank USA	January 2025 Notes	2.70%	SOFR + 0.99%	1/15/2025	500,000		(9,760)		—		5,653
Goldman Sachs Bank USA	December 2026 Notes	2.63%	SOFR + 0.26%	12/15/2026	625,000		(30,595)		—		(5,871)
Deutsche Bank	December 2026 Notes	2.63%	SOFR + 0.26%	12/15/2026	625,000		(30,404)		—		(5,908)
Goldman Sachs Bank USA	March 2025 Notes	4.70%	SOFR + 2.43%	3/24/2025	400,000		(8,491)		—		2,598
Deutsche Bank	March 2025 Notes	4.70%	SOFR + 2.43%	3/24/2025	500,000		(10,621)		—		3,253
Deutsche Bank	April 2026 UK Bonds	4.87%	SONIA + 2.78%	4/14/2026	GBP	250,000	(13,255)		—		(835)
Sumitomo Mitsui Banking Corporation	May 2027 Notes	5.61%	SOFR + 2.79%	5/3/2027	625,000		(26,660)		—		(8,486)
Sumitomo Mitsui Banking Corporation	September 2025 Notes	7.05%	SOFR + 2.93%	9/29/2025	600,000		(6,337)		—		(4,496)
Goldman Sachs Bank USA	October 2027 Notes	7.49%	SOFR + 3.72%	10/11/2027	350,000		(6,614)		—		(7,077)
Sumitomo Mitsui Banking Corporation	September 2025 Notes	7.05%	SOFR + 2.97%	9/29/2025	200,000		(2,218)		—		(1,458)
Sumitomo Mitsui Banking Corporation	November 2028 Notes	7.30%	SOFR + 3.06%	11/27/2028	500,000		104		—		(13,578)
Goldman Sachs Bank USA	January 2031 Notes	6.25%	SOFR + 2.46%	1/25/2031	250,000		(4,335)		—		(4,335)
BNP Paribas US	January 2031 Notes	6.25%	SOFR + 2.45%	1/25/2031	250,000		(4,458)		—		(4,458)
Deutsche Bank	July 2029 Notes	5.95%	SOFR + 1.74%	7/16/2029	500,000		1,515		—		1,515
Total Interest Rate Swaps							$	(162,446)	$	—	$	(31,510)

(1)For interest rates swaps designated in qualifying hedge relationships, the change in fair value is recorded in Interest expense in the Condensed Consolidated Statements of Operations.

The accompanying notes are an integral part of these condensed consolidated financial statements.

49

Blackstone Private Credit Fund

Condensed Consolidated Schedule of Investments

December 31, 2023

(in thousands)

(Unaudited)

Investments (1)	Footnotes	Reference Rate and Spread (2)		Interest Rate (2)(15)	Maturity Date	Par Amount/Units (1)		Cost (3)		Fair Value		% of Net Assets
First Lien Debt
First Lien Debt - non-controlled/non-affiliated
Aerospace & Defense
Amentum Government Services Holdings, LLC	(8)	SOFR +	4.00%	9.47%	1/29/2027	$	2,519	$	2,521	$	2,526	0.01	%
Amentum Government Services Holdings, LLC	(9)	SOFR +	4.00%	9.36%	2/15/2029	12,101		12,057		12,129		0.04
Atlas CC Acquisition Corp.	(7)(10)	SOFR +	4.25%	9.90%	5/25/2028	50,466		49,307		45,735		0.16
Atlas CC Acquisition Corp.	(4)(7)(10)	SOFR +	4.00%	9.46%	5/25/2028	5,350		5,150		3,548		0.01
Corfin Holdings, Inc.	(4)(10)	SOFR +	6.00%	11.46%	12/27/2027	5,759		5,721		5,586		0.02
Corfin Holdings, Inc.	(4)(11)	SOFR +	6.00%	11.46%	12/27/2027	25,374		25,374		24,613		0.09
Corfin Holdings, Inc.	(4)(11)	SOFR +	6.00%	11.46%	2/5/2026	1,672		1,657		1,622		0.01
Frontgrade Technologies Holdings, Inc.	(4)(7)(10)	SOFR +	6.75%	12.10%	1/9/2030	2,370		2,300		2,370		0.01
Linquest Corp.	(4)(10)	SOFR +	5.75%	11.23%	7/28/2028	153,956		151,945		151,647		0.53
Loar Group, Inc.	(4)(11)	SOFR +	7.25%	12.71%	10/2/2024	142,825		141,839		142,825		0.50
Loar Group, Inc.	(4)(11)	SOFR +	7.25%	12.71%	10/16/2025	28,773		28,773		28,773		0.10
Loar Group, Inc.	(4)(7)(11)	SOFR +	7.25%	12.71%	4/1/2024	52,535		52,098		51,595		0.18
LSF11 Trinity Bidco, Inc.	(8)	SOFR +	4.00%	9.36%	6/14/2030	1,071		1,069		1,079		0.00
Magneto Components BuyCo, LLC	(4)(6)(7)(10)	SOFR +	6.00%	11.36%	12/5/2030	54,347		52,648		52,629		0.18
Maverick Acquisition, Inc.	(4)(11)	SOFR +	6.25%	11.60%	6/1/2027	48,220		47,615		35,683		0.13
Peraton Corp.	(10)	SOFR +	3.75%	9.21%	2/1/2028	13,470		13,494		13,521		0.05
Vertex Aerospace Services Corp.	(10)	SOFR +	3.25%	8.71%	12/6/2028	11,790		11,748		11,818		0.04
West Star Aviation Acquisition, LLC	(4)(10)	SOFR +	6.00%	11.35%	3/1/2028	14,914		14,633		14,616		0.05
								619,949		602,315		2.11
Air Freight & Logistics
AGI-CFI Holdings, Inc.	(4)(10)	SOFR +	5.75%	11.25%	6/11/2027	172,313		170,244		166,713		0.58
AGI-CFI Holdings, Inc.	(4)(10)	SOFR +	5.75%	11.18%	6/11/2027	93,295		92,138		90,263		0.32
Alliance Ground	(4)(10)	SOFR +	5.75%	11.18%	6/11/2027	94,658		93,323		91,582		0.32
ENV Bidco AB	(4)(6)(7)(8)	E +	5.75%	9.68%	7/19/2029	EUR	114,140	113,610		121,716		0.43
ENV Bidco AB	(4)(6)(10)	SOFR +	5.75%	11.10%	7/19/2029	102,349		100,312		101,837		0.36
Livingston International, Inc.	(4)(6)(10)	SOFR +	5.50%	10.95%	4/30/2027	103,554		103,080		98,118		0.34
Mode Purchaser, Inc.	(4)(11)	SOFR +	6.25%	11.77%	12/9/2026	28,088		27,623		28,088		0.10
Mode Purchaser, Inc.	(4)(11)	SOFR +	6.25%	11.77%	2/5/2029	139,452		137,422		139,452		0.49
Redwood Services Group, LLC	(4)(7)(10)	SOFR +	6.25%	11.70%	6/15/2029	60,184		59,155		59,309		0.21
RoadOne Inc	(4)(5)(7)(11)	SOFR +	6.25%	11.72%	12/30/2028	1,098		1,062		1,075		0.00
RWL Holdings, LLC	(4)(10)	SOFR +	5.75%	11.25%	12/31/2028	272,911		269,041		257,901		0.90
SEKO Global Logistics Network, LLC	(4)(11)	E +	5.00%	8.89%	12/30/2026	EUR	34,773	39,915		37,620		0.13
SEKO Global Logistics Network, LLC	(4)(11)	SOFR +	5.00%	10.72%	12/30/2026	68,432		67,909		67,064		0.24
SEKO Global Logistics Network, LLC	(4)(7)(11)	P +	4.00%	12.50%	12/30/2026	3,195		3,156		2,962		0.01
SEKO Global Logistics Network, LLC	(4)(11)	SOFR +	5.00%	10.66%	12/30/2026	14,997		14,946		14,697		0.05
The Kenan Advantage Group, Inc.	(10)	SOFR +	3.86%	9.22%	3/24/2026	13,048		13,058		13,025		0.05
Wwex Uni Topco Holdings, LLC	(10)	SOFR +	4.00%	9.61%	7/26/2028	14,041		13,947		13,800		0.05
								1,319,941		1,305,222		4.58

50

Blackstone Private Credit Fund

Condensed Consolidated Schedule of Investments

December 31, 2023

(in thousands)

(Unaudited)

Investments (1)	Footnotes	Reference Rate and Spread (2)		Interest Rate (2)(15)	Maturity Date	Par Amount/Units (1)		Cost (3)		Fair Value		% of Net Assets
First Lien Debt - non-controlled/non-affiliated (continued)
Airlines
Air Canada	(6)(10)	SOFR +	3.50%	9.14%	8/11/2028	$	12,626	$	12,616	$	12,681	0.04	%
Brown Group Holding, LLC	(9)	SOFR +	2.75%	8.21%	6/7/2028	7,459		7,439		7,476		0.03
United Airlines, Inc.	(6)(10)	SOFR +	3.75%	9.22%	4/21/2028	15,886		15,939		15,966		0.06
								35,994		36,123		0.13
Auto Components
Clarios Global LP	(6)(8)	SOFR +	3.75%	9.11%	5/6/2030	3,491		3,490		3,503		0.01
Metis Buyer, Inc.	(10)	SOFR +	4.00%	9.47%	5/4/2028	27,159		26,698		27,244		0.10
Metis Buyer, Inc.	(4)(7)(10)	SOFR +	3.25%	8.89%	5/4/2028	3,060		2,965		3,014		0.01
								33,153		33,761		0.12
Beverages
Triton Water Holdings, Inc.	(9)	SOFR +	3.25%	8.86%	3/31/2028	44,769		44,081		44,433		0.16
Biotechnology
Grifols Worldwide Operations USA Inc	(8)	SOFR +	2.00%	7.54%	11/15/2027	997		988		999		0.00
Building Products
Cornerstone Building Brands, Inc.	(6)(9)	SOFR +	5.63%	10.99%	8/1/2028	25,736		25,402		26,063		0.09
Cornerstone Building Brands, Inc.	(6)(9)	SOFR +	3.25%	8.71%	4/12/2028	4,867		4,840		4,877		0.02
CP Atlas Buyer, Inc.	(9)	SOFR +	3.75%	9.21%	11/23/2027	35,708		35,646		35,221		0.12
Engineered Stone Group Holdings III Ltd.	(4)(6)(8)	E +	5.75%	9.68%	4/23/2028	EUR	28,739	31,206		27,205		0.10
Engineered Stone Group Holdings III Ltd.	(4)(6)(10)	SOFR +	5.75%	11.39%	4/23/2028	59,425		58,835		50,957		0.18
Fencing Supply Group Acquisition, LLC	(4)(7)(11)	SOFR +	6.00%	11.64%	2/26/2027	110,714		109,659		109,004		0.38
Great Day Improvements, LLC	(4)(10)	SOFR +	6.25%	11.72%	12/29/2027	179,780		177,387		179,780		0.63
Great Day Improvements, LLC	(4)(10)	SOFR +	6.25%	11.89%	12/29/2027	12,192		11,845		12,192		0.04
Jacuzzi Brands, LLC	(4)(11)	SOFR +	6.00%	11.35%	2/25/2025	43,474		43,317		39,236		0.14
Jacuzzi Brands, LLC	(4)(10)	SOFR +	6.00%	11.35%	2/25/2027	187,540		186,022		169,254		0.59
Jacuzzi Brands, LLC	(4)(10)	SOFR +	6.00%	11.35%	2/25/2025	6,319		6,296		5,703		0.02
Kodiak BP, LLC	(10)	SOFR +	3.25%	8.86%	3/12/2028	40,384		40,201		40,369		0.14
L&S Mechanical Acquisition, LLC	(4)(10)	SOFR +	6.25%	11.70%	9/1/2027	113,142		111,774		108,051		0.38
Lindstrom, LLC	(4)(11)	SOFR +	6.25%	11.69%	4/7/2025	148,455		146,699		145,857		0.51
Mi Windows and Doors, LLC	(9)	SOFR +	3.50%	8.96%	12/18/2027	5,489		5,497		5,509		0.02
Oscar AcquisitionCo LLC	(9)	SOFR +	4.50%	9.95%	4/29/2029	3,469		3,362		3,441		0.01
The Chamberlain Group, Inc.	(9)	SOFR +	3.25%	8.71%	11/3/2028	25,209		25,030		25,182		0.09
Windows Acquisition Holdings, Inc.	(4)(11)	SOFR +	6.50%	12.00%	12/29/2026	56,265		55,700		56,265		0.20
								1,078,718		1,044,166		3.66
Capital Markets
Advisor Group Holdings, Inc.	(8)	SOFR +	4.50%	9.86%	8/17/2028	7,138		7,089		7,170		0.03
AllSpring Buyer, LLC	(6)(9)	SOFR +	3.25%	8.89%	11/1/2028	2,948		2,960		2,942		0.01
Apex Group Treasury, LLC	(6)(9)	SOFR +	3.75%	9.38%	7/27/2028	15,140		15,116		15,102		0.05
Apex Group Treasury, LLC	(4)(6)(9)	SOFR +	5.00%	10.40%	7/27/2028	78,749		77,229		78,650		0.28
Aretec Group, Inc.	(6)(8)	SOFR +	4.50%	9.96%	8/9/2030	862		852		862		0.00
Clipper Acquisitions Corp.	(8)	SOFR +	1.75%	7.21%	3/3/2028	1,990		1,983		1,986		0.01
FFML Holdco Ltd	(4)(6)(8)	B +	6.25%	11.92%	11/30/2028	NZD	38,495	23,322		23,909		0.08

51

Blackstone Private Credit Fund

Condensed Consolidated Schedule of Investments

December 31, 2023

(in thousands)

(Unaudited)

Investments (1)	Footnotes	Reference Rate and Spread (2)		Interest Rate (2)(15)	Maturity Date	Par Amount/Units (1)		Cost (3)		Fair Value		% of Net Assets
First Lien Debt - non-controlled/non-affiliated (continued)
Capital Markets (continued)
Focus Financial Partners LLC	(9)	SOFR +	3.50%	8.86%	6/30/2028	$	6,983	$	6,940	$	7,009	0.02	%
Focus Financial Partners LLC	(9)	SOFR +	3.25%	8.61%	6/30/2028	1,985		1,969		1,992		0.01
Focus Financial Partners LLC	(9)	SOFR +	2.50%	7.86%	6/30/2028	1,990		1,990		1,993		0.01
Resolute Investment Managers, Inc.	(5)(11)	SOFR +	6.50%	11.85%	4/30/2027	3,923		3,864		2,540		0.01
Situs-AMC Holdings Corporation	(4)(11)	SOFR +	5.50%	10.95%	12/22/2027	12,151		12,070		12,029		0.04
Superannuation And Investments US, LLC	(6)(9)	SOFR +	3.75%	9.22%	12/1/2028	13,160		13,096		13,210		0.05
The Edelman Financial Engines Center, LLC	(10)	SOFR +	3.50%	8.97%	4/7/2028	18,463		18,431		18,512		0.06
								186,911		187,906		0.66
Chemicals
DCG Acquisition Corp.	(8)	SOFR +	4.50%	9.96%	9/30/2026	4,899		4,906		4,878		0.02
Formulations Parent Corp.	(4)(6)(7)(10)	SOFR +	5.75%	11.13%	11/15/2030	21,429		20,938		20,966		0.07
Geon Performance Solutions, LLC	(10)	SOFR +	4.75%	10.36%	8/18/2028	3,615		3,597		3,620		0.01
Hyperion Materials & Technologies, Inc.	(9)	SOFR +	5.50%	10.96%	8/30/2028	13,573		13,544		13,402		0.05
Olympus Water US Holding Corp.	(9)	SOFR +	3.75%	9.36%	11/9/2028	5,513		5,503		5,509		0.02
Oxea Corporation	(6)(8)	SOFR +	3.50%	9.01%	10/14/2024	6		6		6		0.00
								48,494		48,381		0.17
Commercial Services & Supplies
Access CIG, LLC	(9)	SOFR +	5.00%	10.39%	8/18/2028	29,328		29,001		29,413		0.10
Allied Universal Holdco, LLC	(9)	SOFR +	3.75%	9.21%	5/12/2028	41,148		41,086		41,042		0.14
Anticimex, Inc.	(6)(9)	SOFR +	3.15%	8.46%	11/16/2028	11,765		11,732		11,775		0.04
APX Group, Inc.	(6)(9)	SOFR +	3.25%	8.92%	7/10/2028	17,390		17,362		17,423		0.06
Bazaarvoice, Inc.	(4)(7)(8)	SOFR +	5.75%	11.18%	5/7/2028	384,143		384,143		384,143		1.35
Bazaarvoice, Inc.	(4)(8)	SOFR +	5.75%	11.15%	5/7/2028	24,390		24,390		24,390		0.09
CFS Brands, LLC	(4)(6)(7)(11)	SOFR +	6.00%	11.34%	10/2/2030	201,608		196,925		196,753		0.69
DG Investment Intermediate Holdings 2, Inc.	(10)	SOFR +	4.75%	10.11%	3/31/2028	8,068		8,006		8,068		0.03
DG Investment Intermediate Holdings 2, Inc.	(10)	SOFR +	3.75%	9.22%	3/31/2028	29,707		29,737		29,511		0.10
Divisions Holding Corp.	(4)(10)	SOFR +	4.75%	10.22%	5/27/2028	9,701		9,635		9,653		0.03
EAB Global, Inc.	(9)	SOFR +	3.50%	8.97%	8/16/2028	4,900		4,884		4,900		0.02
Foundational Education Group, Inc.	(4)(9)	SOFR +	4.25%	9.89%	8/31/2028	8,960		8,900		8,781		0.03
FusionSite Midco, LLC	(4)(7)(11)	SOFR +	5.75%	11.36%	11/17/2029	45,467		44,358		44,335		0.16
FusionSite Midco, LLC	(4)(7)(11)	SOFR +	5.75%	11.39%	11/17/2024	4,125		3,892		3,905		0.01
Garda World Security Corp.	(6)(8)	SOFR +	4.25%	9.72%	10/30/2026	12,000		12,021		12,037		0.04
Garda World Security Corp.	(6)(8)	SOFR +	4.25%	9.62%	2/1/2029	9,097		9,031		9,123		0.03
Iris Buyer, LLC	(4)(7)(11)	SOFR +	6.25%	11.60%	10/2/2030	56,234		54,446		54,378		0.19
Java Buyer, Inc.	(4)(7)(10)	SOFR +	5.75%	11.23%	12/15/2027	196,505		193,795		195,707		0.69
Java Buyer, Inc.	(4)(7)(10)	SOFR +	5.75%	11.12%	11/9/2029	12,109		11,462		11,658		0.04
JSS Holdings, Inc.	(4)(10)	SOFR +	6.00%	11.47%	12/17/2030	283,439		280,505		283,439		0.99
Knowledge Pro Buyer, Inc.	(4)(7)(10)	SOFR +	5.75%	11.21%	12/10/2027	53,167		52,182		52,934		0.19
KPSKY Acquisition, Inc.	(4)(10)(18)	SOFR +	5.35%	10.73%	10/19/2028	46,961		46,317		46,492		0.16
KPSKY Acquisition, Inc.	(4)(10)	SOFR +	5.25%	10.76%	10/19/2028	20,949		20,589		20,740		0.07

52

Blackstone Private Credit Fund

Condensed Consolidated Schedule of Investments

December 31, 2023

(in thousands)

(Unaudited)

Investments (1)	Footnotes	Reference Rate and Spread (2)		Interest Rate (2)(15)	Maturity Date	Par Amount/Units (1)		Cost (3)		Fair Value		% of Net Assets
First Lien Debt - non-controlled/non-affiliated (continued)
Commercial Services & Supplies (continued)
MaxGen Energy Services Corporation	(4)(7)(11)	SOFR +	5.50%	10.96%	6/2/2027	$	84,023	$	82,739	$	82,749	0.29	%
Onex Baltimore Buyer, Inc.	(4)(10)(18)	SOFR +	6.00%	10.96%	12/1/2027	187,232		184,765		187,232		0.66
Onex Baltimore Buyer, Inc.	(4)(7)(10)	SOFR +	5.50%	10.96%	12/1/2027	127,747		125,485		126,333		0.44
Polyphase Elevator Holding Co.	(4)(7)(11)	SOFR +	5.50%	10.95%	6/23/2027	16,227		16,177		11,703		0.04
Recycle & Resource US, LLC	(6)(9)	SOFR +	3.50%	9.11%	7/14/2028	5,115		5,089		4,818		0.02
Revspring, Inc.	(8)	SOFR +	4.00%	9.61%	10/11/2025	15,125		15,070		15,074		0.05
TRC Companies, Inc (fka Bolt Infrastructure Merger Sub, Inc)	(9)	SOFR +	3.75%	9.22%	12/8/2028	27,069		26,978		27,069		0.09
USIC Holdings, Inc.	(10)	SOFR +	3.50%	9.11%	5/12/2028	24,438		24,360		24,291		0.09
Vaco Holdings, Inc.	(10)	SOFR +	5.00%	10.43%	1/21/2029	9,032		9,000		8,936		0.03
Veregy Consolidated, Inc.	(11)	SOFR +	6.00%	11.64%	11/2/2027	20,137		20,168		18,224		0.06
								2,004,230		2,007,029		7.02
Construction & Engineering
Aegion Corporation	(10)	SOFR +	4.75%	10.39%	5/17/2028	15,986		15,965		16,019		0.06
ASP Endeavor Acquisition, LLC	(4)(9)	SOFR +	6.50%	12.13%	5/3/2027	35,100		34,710		32,116		0.11
Brookfield WEC Holdings, Inc.	(9)	SOFR +	3.75%	9.11%	8/1/2025	2,963		2,902		2,976		0.01
COP Home Services TopCo IV, Inc.	(4)(7)(11)	SOFR +	6.00%	11.48%	12/31/2027	211,094		206,716		210,672		0.74
Peak Utility Services Group, Inc.	(4)(11)	SOFR +	5.00%	10.54%	3/2/2028	23,146		23,013		22,798		0.08
Refficiency Holdings, LLC	(10)	SOFR +	3.50%	8.96%	12/16/2027	11,345		11,287		11,375		0.04
Thermostat Purchaser III, Inc.	(4)(7)(10)	SOFR +	4.50%	10.04%	8/31/2028	41,364		40,659		40,927		0.14
Tutor Perini Corp.	(6)(11)	SOFR +	4.75%	10.22%	8/18/2027	2,592		2,609		2,539		0.01
								337,861		339,422		1.19
Construction Materials
White Cap Buyer, LLC	(9)	SOFR +	3.75%	9.11%	10/19/2027	17,001		17,041		17,058		0.06
Containers & Packaging
Ascend Buyer, LLC	(4)(10)	SOFR +	6.25%	11.90%	10/2/2028	11,415		11,142		11,244		0.04
Ascend Buyer, LLC	(4)(7)(10)	SOFR +	6.25%	11.71%	10/2/2028	2,587		2,490		2,496		0.01
Berlin Packaging, LLC	(9)	SOFR +	3.75%	9.21%	3/11/2028	15,439		15,424		15,475		0.05
Charter NEX US, Inc.	(10)	SOFR +	3.75%	9.22%	12/1/2027	18,108		18,141		18,213		0.06
Graham Packaging Co, Inc.	(10)	SOFR +	3.00%	8.47%	8/4/2027	8,923		8,911		8,946		0.03
MAR Bidco Sarl	(6)(9)	SOFR +	3.95%	9.50%	7/6/2028	3,859		3,846		3,672		0.01
Novolex, Inc.	(9)	SOFR +	4.18%	9.63%	4/13/2029	16,942		16,610		17,037		0.06
Pretium PKG Holdings, Inc.	(11)	SOFR +	4.60%	9.99%	10/2/2028	21,969		21,677		17,300		0.06
ProAmpac PG Borrower, LLC	(10)	SOFR +	4.50%	9.89%	9/15/2028	16,355		16,153		16,406		0.06
Ring Container Technologies Group, LLC	(9)	SOFR +	3.50%	8.97%	8/12/2028	992		989		996		0.00
TricorBraun Holdings, Inc.	(9)	SOFR +	3.25%	8.72%	3/3/2028	7,108		7,073		7,077		0.02
Trident TPI Holdings, Inc.	(9)	SOFR +	4.00%	9.61%	9/15/2028	15,977		15,939		15,954		0.06
Trident TPI Holdings, Inc.	(9)	SOFR +	5.25%	10.60%	9/15/2028	6,071		5,950		6,100		0.02
								144,345		140,916		0.48

53

Blackstone Private Credit Fund

Condensed Consolidated Schedule of Investments

December 31, 2023

(in thousands)

(Unaudited)

Investments (1)	Footnotes	Reference Rate and Spread (2)		Interest Rate (2)(15)	Maturity Date	Par Amount/Units (1)		Cost (3)		Fair Value		% of Net Assets
First Lien Debt - non-controlled/non-affiliated (continued)
Distributors
BP Purchaser, LLC	(4)(10)	SOFR +	5.50%	11.14%	12/10/2028	$	7,880	$	7,768	$	7,565	0.03	%
BradyIFS Holdings, LLC	(4)(7)(11)	SOFR +	6.00%	11.38%	10/31/2029	204,331		200,024		199,899		0.70
BradyIFS Holdings, LLC	(4)(7)(11)	SOFR +	6.00%	11.37%	10/31/2025	5,517		5,245		5,292		0.02
Bution Holdco 2, Inc.	(4)(11)	SOFR +	6.25%	11.73%	10/17/2025	5,611		5,568		5,611		0.02
Dana Kepner Company, LLC	(4)(11)	SOFR +	6.00%	11.52%	12/29/2026	80,382		79,308		80,382		0.28
Genuine Cable Group, LLC	(4)(10)	SOFR +	5.50%	10.96%	11/2/2026	29,955		29,522		29,206		0.10
Marcone Yellowstone Buyer, Inc.	(4)(7)(10)	SOFR +	6.50%	12.00%	6/23/2028	15,652		15,141		14,583		0.05
Marcone Yellowstone Buyer, Inc.	(4)(7)(10)	SOFR +	6.25%	11.77%	6/23/2028	25,870		25,533		24,286		0.09
NDC Acquisition Corp.	(4)(11)	SOFR +	5.50%	10.95%	3/9/2027	21,881		21,562		21,662		0.08
NDC Acquisition Corp.	(4)(7)(11)	SOFR +	5.50%	10.98%	3/9/2027	514		464		480		0.00
Tailwind Colony Holding Corporation	(4)(11)	SOFR +	6.50%	11.98%	5/13/2026	9,159		8,930		8,976		0.03
Tailwind Colony Holding Corporation	(4)(11)	SOFR +	6.50%	11.98%	11/13/2024	73,531		73,037		72,060		0.25
Unified Door & Hardware Group, LLC	(4)(11)	SOFR +	5.75%	11.20%	6/30/2025	64,202		63,538		62,918		0.22
								535,640		532,920		1.87
Diversified Consumer Services
Ascend Learning, LLC	(9)	SOFR +	3.50%	8.96%	12/11/2028	20,580		20,268		20,259		0.07
BPPH2 Limited	(4)(6)(8)	S +	6.75%	11.56%	3/2/2028	GBP	40,700	55,369		51,489		0.18
Cambium Learning Group, Inc.	(4)(7)(10)	SOFR +	5.50%	11.02%	7/20/2028	948,713		942,546		948,713		3.32
Colibri Group, LLC	(10)	SOFR +	5.00%	10.58%	3/12/2029	9,846		9,773		9,859		0.03
EM Bidco Limited	(6)(9)	SOFR +	4.25%	9.70%	7/6/2029	7,460		7,393		7,413		0.03
Endeavor Schools Holdings LLC	(4)(11)	SOFR +	6.25%	11.65%	7/18/2029	47,455		46,359		46,743		0.16
Endeavor Schools Holdings LLC	(4)(7)(11)	SOFR +	6.25%	11.64%	7/18/2029	8,728		8,383		8,451		0.03
Go Car Wash Management Corp.	(4)(7)(11)	SOFR +	6.25%	11.71%	12/31/2026	90,012		87,502		86,807		0.30
Groundworks, LLC	(4)(7)(11)	SOFR +	6.50%	11.90%	3/14/2030	823		801		821		0.00
Mckissock Investment Holdings, LLC	(10)	SOFR +	5.00%	10.38%	3/12/2029	27,500		26,825		27,534		0.10
Pre-Paid Legal Services, Inc.	(9)	SOFR +	3.75%	9.22%	12/15/2028	15,736		15,639		15,652		0.05
Spring Education Group, Inc.	(8)	SOFR +	4.50%	9.85%	9/29/2030	13,785		13,618		13,842		0.05
Sunshine Cadence Holdco, LLC	(8)	SOFR +	4.25%	9.86%	3/23/2027	39,192		37,130		38,041		0.13
Sunshine Cadence Holdco, LLC	(4)(7)(10)	SOFR +	6.50%	11.88%	3/23/2027	200		196		200		0.00
Sunshine Cadence Holdco, LLC	(4)(10)	SOFR +	6.50%	11.93%	3/23/2027	700		685		700		0.00
TruGreen Limited Partnership	(10)	SOFR +	4.00%	9.46%	11/2/2027	1,213		1,218		1,174		0.00
University Support Services, LLC	(9)	SOFR +	3.25%	8.71%	2/10/2029	9,835		9,798		9,848		0.03
Weld North Education, LLC	(9)	SOFR +	3.75%	9.22%	12/21/2027	15,200		15,160		15,221		0.05
								1,298,663		1,302,767		4.53
Diversified Financial Services
Barbri Holdings, Inc.	(4)(10)	SOFR +	5.75%	11.21%	4/28/2028	127,768		126,258		125,851		0.44
Comet Acquisition, Inc.	(9)	SOFR +	4.25%	9.79%	10/24/2025	15,670		15,548		15,661		0.05
Lereta, LLC	(10)	SOFR +	5.25%	10.72%	7/30/2028	29,157		28,966		22,378		0.08
Mitchell International, Inc.	(9)	SOFR +	3.75%	9.40%	10/15/2028	66,371		65,829		66,438		0.23

54

Blackstone Private Credit Fund

Condensed Consolidated Schedule of Investments

December 31, 2023

(in thousands)

(Unaudited)

Investments (1)	Footnotes	Reference Rate and Spread (2)		Interest Rate (2)(15)	Maturity Date	Par Amount/Units (1)		Cost (3)		Fair Value		% of Net Assets
First Lien Debt - non-controlled/non-affiliated (continued)
Diversified Financial Services (continued)
More Cowbell II, LLC	(4)(7)(10)	SOFR +	6.00%	11.73%	9/1/2030	$	19,991	$	19,489	$	19,664	0.07	%
More Cowbell II, LLC	(4)(7)(10)	SOFR +	6.00%	11.73%	9/1/2029	523		456		480		0.00
Polaris Newco, LLC	(9)	SOFR +	4.00%	9.47%	6/2/2028	32,832		32,582		32,434		0.11
Sedgwick Claims Management Services, Inc.	(6)(8)	SOFR +	3.75%	9.11%	2/24/2028	5,211		5,168		5,234		0.02
SelectQuote, Inc.	(4)(5)(10)	SOFR +	9.50%	14.96% (incl. 3.00% PIK)	11/5/2024	271,178		270,968		244,060		0.86
								565,264		532,200		1.86
Diversified Telecommunication Services
Numericable US, LLC	(6)(8)	SOFR +	5.50%	10.89%	8/15/2028	22,638		22,402		20,402		0.07
Point Broadband Acquisition, LLC	(4)(11)	SOFR +	6.00%	11.51%	10/1/2028	158,727		156,034		158,727		0.56
Point Broadband Acquisition, LLC	(4)(11)	SOFR +	6.00%	11.46%	10/1/2028	72,371		71,188		72,371		0.25
Zacapa, LLC	(6)(9)	SOFR +	4.00%	9.35%	3/22/2029	6,021		6,012		6,018		0.02
								255,636		257,518		0.90
Electric Utilities
Qualus Power Services Corp.	(4)(11)	SOFR +	4.75%	10.24%	3/26/2027	50,476		49,831		48,709		0.17
Qualus Power Services Corp.	(4)(7)(11)	SOFR +	5.75%	11.14%	3/26/2027	48,823		47,802		48,020		0.17
Tiger Acquisition, LLC	(4)(6)(9)	SOFR +	3.25%	8.71%	6/1/2028	1,995		1,980		1,989		0.01
								99,613		98,718		0.35
Electrical Equipment
Emergency Power Holdings, LLC	(4)(7)(11)	SOFR +	5.50%	10.95%	8/17/2028	197,781		194,890		197,288		0.69
Madison IAQ, LLC	(9)	SOFR +	3.25%	8.72%	6/21/2028	40,033		39,705		39,965		0.14
Shoals Holdings, LLC	(4)(11)	SOFR +	5.75%	11.28%	11/25/2026	8,292		8,189		8,292		0.03
								242,784		245,545		0.86
Electronic Equipment, Instruments & Components
Albireo Energy, LLC	(4)(11)	SOFR +	6.00%	11.46%	12/23/2026	25,255		25,002		22,856		0.08
Albireo Energy, LLC	(4)(11)	SOFR +	6.00%	11.49%	12/23/2026	1,944		1,933		1,759		0.01
Albireo Energy, LLC	(4)(11)	SOFR +	6.00%	11.52%	12/23/2026	7,580		7,534		6,860		0.02
CPI Intermediate Holdings Inc	(4)(7)(10)	SOFR +	5.50%	10.87%	10/8/2029	462,089		453,107		452,887		1.59
Infinite Bidco, LLC	(9)	SOFR +	3.75%	9.39%	3/2/2028	12,007		11,990		11,737		0.04
Phoenix 1 Buyer Corp.	(4)(7)(8)	SOFR +	5.50%	10.87%	11/20/2030	43,137		42,628		42,622		0.15
Presidio, Inc.	(8)	SOFR +	3.50%	8.98%	1/22/2027	2,175		2,177		2,182		0.01
								544,371		540,903		1.90

55

Blackstone Private Credit Fund

Condensed Consolidated Schedule of Investments

December 31, 2023

(in thousands)

(Unaudited)

Investments (1)	Footnotes	Reference Rate and Spread (2)		Interest Rate (2)(15)	Maturity Date	Par Amount/Units (1)		Cost (3)		Fair Value		% of Net Assets
First Lien Debt - non-controlled/non-affiliated (continued)
Energy Equipment & Services
Abaco Energy Technologies, LLC	(4)(13)	SOFR +	7.00%	12.46%	10/4/2024	$	3,871	$	3,811	$	3,871	0.01	%
ISQ Hawkeye Holdco, Inc.	(4)(5)(7)(10)	SOFR +	6.00%	11.38%	8/17/2029	8,447		8,257		8,417		0.03
Tetra Technologies, Inc.	(4)(6)(11)	SOFR +	6.25%	11.71%	9/10/2025	22,793		22,345		22,793		0.08
								34,413		35,081		0.12
Entertainment
CE Intermediate I, LLC	(9)	SOFR +	3.50%	9.02%	11/10/2028	7,642		7,588		7,584		0.03
Food Products
Quantum Bidco, Ltd.	(4)(6)(8)	S +	5.50%	11.05%	1/29/2028	GBP	12,500	16,680		14,977		0.05
Snacking Investments US, LLC	(6)(11)	SOFR +	4.00%	9.36%	12/18/2026	4,881		4,901		4,888		0.02
								21,581		19,865		0.07
Ground Transportation
Quality Distribution LLC	(4)(7)(11)	SOFR +	6.75%	12.11%	6/30/2028	680		542		278		0.00
Quality Distribution LLC	(4)(11)	SOFR +	6.38%	11.83%	7/1/2028	6,874		6,742		6,874		0.02
								7,284		7,152		0.02
Health Care Equipment & Supplies
Advancing Eyecare Center, Inc.	(4)(9)	SOFR +	5.75%	11.25%	6/13/2029	25,064		24,582		24,187		0.08
Auris Luxembourg III Sarl	(6)(8)	SOFR +	3.75%	9.62%	2/27/2026	9,975		9,968		9,873		0.03
Bamboo US BidCo LLC	(4)(6)(7)(11)	SOFR +	6.00%	11.38%	9/30/2030	30,457		29,333		29,567		0.10
Bamboo US BidCo LLC	(4)(6)(11)	E +	6.00%	9.95%	9/30/2030	EUR	70,854	72,851		76,460		0.27
CPI Buyer, LLC	(4)(7)(10)	SOFR +	5.50%	11.15%	11/1/2028	170,345		167,802		164,619		0.58
Egrotron Acquisition, LLC	(4)(10)	SOFR +	5.75%	11.21%	7/6/2028	67,027		66,019		66,859		0.23
GCX Corporation Buyer, LLC	(4)(10)	SOFR +	5.50%	11.00%	9/13/2028	193,545		191,144		190,642		0.67
GCX Corporation Buyer, LLC	(4)(10)	SOFR +	5.50%	11.02%	9/13/2028	49,005		48,461		48,270		0.17
Natus Medical Incorporated	(4)(9)	SOFR +	5.50%	11.00%	7/20/2029	49,500		46,738		46,035		0.16
Natus Medical Incorporated	(4)(7)(9)	SOFR +	4.75%	10.21%	7/21/2027	3,463		3,363		2,830		0.01
Resonetics, LLC	(10)	SOFR +	4.00%	9.65%	4/28/2028	65,960		65,274		66,097		0.23
Sunshine Luxembourg VII S.à r.l, LLC	(6)(10)	SOFR +	3.50%	8.95%	10/1/2026	13,765		13,791		13,855		0.05
								739,326		739,294		2.58
Health Care Providers & Services
123Dentist, Inc.	(4)(6)(7)(10)	C +	5.50%	10.94%	8/10/2029	CAD	230,300	176,283		172,167		0.60
ACI Group Holdings, Inc.	(4)(7)(10)	SOFR +	5.50%	10.96%	8/2/2027	3,222		2,966		3,007		0.01
ACI Group Holdings, Inc.	(4)(7)(10)	SOFR +	5.50%	10.96%	8/2/2028	112,069		110,053		110,685		0.39
ADCS Clinics Intermediate Holdings, LLC	(4)(11)	SOFR +	6.25%	11.79%	5/7/2027	11,846		11,714		11,846		0.04
ADCS Clinics Intermediate Holdings, LLC	(4)(7)(11)	SOFR +	6.25%	11.53%	5/7/2027	8,647		8,525		8,569		0.03
ADCS Clinics Intermediate Holdings, LLC	(4)(11)	SOFR +	6.25%	11.75%	5/7/2027	252		251		250		0.00
ADMI Corp.	(9)	SOFR +	3.75%	9.22%	12/23/2027	39,949		39,803		38,077		0.13
Amerivet Partners Management, Inc.	(4)(5)(7)(10)	SOFR +	5.50%	11.00%	2/25/2028	26,213		25,545		26,213		0.09
AMGH Holding Corp.	(11)	SOFR +	4.25%	9.89%	3/14/2025	11,494		11,501		9,061		0.03

56

Blackstone Private Credit Fund

Condensed Consolidated Schedule of Investments

December 31, 2023

(in thousands)

(Unaudited)

Investments (1)	Footnotes	Reference Rate and Spread (2)		Interest Rate (2)(15)	Maturity Date	Par Amount/Units (1)		Cost (3)		Fair Value		% of Net Assets
First Lien Debt - non-controlled/non-affiliated (continued)
Health Care Providers & Services (continued)
Canadian Hospital Specialties Ltd.	(4)(6)(11)	C +	4.50%	9.93%	4/14/2028	CAD	14,821	$	11,739	$	13,890	0.05	%
Canadian Hospital Specialties Ltd.	(4)(6)(10)	C +	4.50%	9.93%	4/15/2027	CAD	5,400	4,273		4,024		0.01
Caramel Bidco Limited	(4)(6)(8)	S +	6.00%	11.19%	2/24/2029	GBP	62,265	81,504		74,207		0.26
Caramel Bidco Limited	(4)(6)(8)	E +	6.00%	10.03%	2/24/2029	EUR	14,000	15,575		14,451		0.05
Caramel Bidco Limited	(4)(6)(8)	SOFR +	6.00%	11.32%	2/24/2029	$	6,125	6,424		5,727		0.02
CCBlue Bidco, Inc.	(4)(10)	SOFR +	6.25%	11.70% (incl. 2.75% PIK)	12/21/2028	508,348		501,641		432,096		1.51
Covenant Surgical Partners, Inc.	(8)	SOFR +	4.00%	9.38%	7/1/2026	2,926		2,902		2,291		0.01
DCA Investment Holdings, LLC	(4)(10)	SOFR +	6.41%	11.75%	4/3/2028	25,410		25,273		25,220		0.09
DCA Investment Holdings, LLC	(4)(10)	SOFR +	6.50%	11.85%	4/3/2028	9,996		9,753		9,946		0.03
Epoch Acquisition, Inc.	(4)(11)	SOFR +	6.00%	11.55%	10/4/2026	28,810		28,810		28,666		0.10
Global Medical Response, Inc.	(11)	SOFR +	4.25%	9.93%	10/2/2025	33,941		33,983		26,757		0.09
Jayhawk Buyer, LLC	(4)(11)	SOFR +	5.00%	10.45%	10/15/2026	272,236		269,237		259,986		0.91
Kwol Acquisition, Inc.	(4)(6)(7)(10)	SOFR +	6.25%	11.43%	12/6/2029	6,872		6,687		6,685		0.02
Medical Knowledge Group, LLC	(4)(10)	SOFR +	5.75%	11.21%	2/1/2029	162,061		159,705		160,035		0.56
Medical Knowledge Group, LLC	(4)(10)	SOFR +	5.75%	11.19%	2/1/2029	21,690		21,138		21,418		0.08
Midwest Physician Administrative Services, LLC	(10)	SOFR +	3.25%	8.86%	3/12/2028	18,987		18,932		17,278		0.06
Navigator Acquiror, Inc.	(4)(7)(9)	SOFR +	5.50%	10.96%	7/16/2027	482,571		480,045		448,791		1.57
Odyssey Holding Company, LLC	(4)(11)	SOFR +	5.75%	11.13%	11/16/2025	59,439		59,232		59,439		0.21
Odyssey Holding Company, LLC	(4)(11)	SOFR +	5.75%	11.14%	11/16/2025	4,211		4,211		4,211		0.01
Onex TSG Intermediate Corp.	(6)(10)	SOFR +	4.75%	10.39%	2/28/2028	22,789		22,670		22,547		0.08
ONS MSO, LLC	(4)(6)(7)(11)	SOFR +	5.75%	11.10%	7/8/2026	7,714		7,132		7,116		0.02
ONS MSO, LLC	(4)(6)(7)(11)	SOFR +	6.25%	11.69%	7/8/2026	808		705		703		0.00
Pathway Vet Alliance, LLC	(8)	SOFR +	3.75%	9.22%	3/31/2027	30,387		30,234		26,868		0.09
Pediatric Associates Holding Co., LLC	(9)	SOFR +	3.25%	8.72%	12/29/2028	6,389		6,357		6,198		0.02
Phoenix Guarantor, Inc.	(8)	SOFR +	3.50%	8.97%	3/5/2026	7,784		7,784		7,795		0.03
Plasma Buyer, LLC	(4)(7)(10)	SOFR +	5.75%	11.10%	5/12/2029	90,576		88,919		85,130		0.30
Plasma Buyer, LLC	(4)(7)(10)	SOFR +	5.75%	11.10%	5/12/2028	4,822		4,612		3,990		0.01
PPV Intermediate Holdings, LLC	(4)(7)(10)	SOFR +	5.75%	11.14%	8/31/2029	126,926		124,779		125,875		0.44
PSKW Intermediate, LLC	(4)(11)	SOFR +	6.25%	11.71%	3/9/2026	14,156		14,156		14,156		0.05
Radnet, Inc.	(6)(10)	SOFR +	3.00%	8.36%	4/21/2028	4,610		4,595		4,630		0.02
Smile Doctors, LLC	(4)(7)(10)	SOFR +	5.90%	11.30%	12/23/2028	486,546		477,890		474,954		1.66
Smile Doctors, LLC	(4)(7)(10)	SOFR +	5.90%	11.29%	12/23/2028	36,822		35,375		34,787		0.12
Snoopy Bidco, Inc.	(4)(7)(10)	SOFR +	6.75%	12.65% (incl. 12.65% PIK)	6/1/2028	643,738		636,468		620,439		2.17
SpecialtyCare, Inc.	(4)(7)(11)	SOFR +	5.75%	11.41%	6/18/2028	68,478		67,108		65,852		0.23
SpecialtyCare, Inc.	(4)(7)(8)	SOFR +	4.00%	9.46%	6/18/2028	831		743		623		0.00
Stepping Stones Healthcare Services, LLC	(4)(7)(10)	SOFR +	5.75%	11.20%	1/2/2029	165,094		162,739		158,429		0.56

57

Blackstone Private Credit Fund

Condensed Consolidated Schedule of Investments

December 31, 2023

(in thousands)

(Unaudited)

Investments (1)	Footnotes	Reference Rate and Spread (2)		Interest Rate (2)(15)	Maturity Date	Par Amount/Units (1)		Cost (3)		Fair Value		% of Net Assets
First Lien Debt - non-controlled/non-affiliated (continued)
Health Care Providers & Services (continued)
Surgery Centers Holdings, Inc.	(6)(10)	SOFR +	3.50%	8.86%	12/19/2030	$	5,687	$	5,630	$	5,717	0.02	%
The Fertility Partners, Inc.	(4)(6)(10)	C +	5.75%	11.24%	3/16/2028	CAD	137,263	106,359		97,893		0.34
The Fertility Partners, Inc.	(4)(6)(7)(10)	C +	5.75%	11.25%	9/16/2027	CAD	8,688	6,678		6,079		0.02
The Fertility Partners, Inc.	(4)(6)(10)	SOFR +	5.75%	11.36%	3/16/2028	46,138		45,580		43,601		0.15
The GI Alliance Management, LLC	(4)(11)	SOFR +	6.25%	11.78%	9/15/2028	314,182		306,781		314,182		1.10
TTF Holdings, LLC	(4)(10)	SOFR +	4.00%	9.47%	3/31/2028	4,007		3,990		4,012		0.01
UMP Holdings, LLC	(4)(10)	SOFR +	5.75%	11.15%	7/15/2028	9,597		9,452		9,357		0.03
UMP Holdings, LLC	(4)(7)(10)	SOFR +	5.75%	11.13%	7/15/2028	13,158		13,058		12,791		0.04
Unified Physician Management, LLC	(4)(7)(9)	SOFR +	5.25%	10.61%	6/18/2029	887,415		887,415		887,415		3.11
US Oral Surgery Management Holdco, LLC	(4)(10)	SOFR +	6.00%	11.47%	11/18/2027	127,120		125,744		124,260		0.44
US Oral Surgery Management Holdco, LLC	(4)(7)(11)	SOFR +	6.00%	11.45%	11/18/2027	54,865		54,002		53,229		0.19
Veonet GmbH	(6)(8)	S +	5.25%	10.44%	3/14/2029	GBP	202,759	258,483		254,326		0.89
WHCG Purchaser III, Inc.	(4)(10)	SOFR +	5.75%	11.36%	6/22/2028	102,900		101,648		62,769		0.22
WHCG Purchaser III, Inc.	(4)(7)(10)	SOFR +	5.75%	11.36%	6/22/2026	12,455		12,331		7,585		0.03
								5,757,122		5,538,301		19.35
Health Care Technology
athenahealth, Inc.	(9)	SOFR +	3.25%	8.61%	2/15/2029	36,560		36,261		36,450		0.13
Caerus US 1, Inc.	(4)(6)(10)	SOFR +	5.50%	10.85%	5/25/2029	387,570		381,595		383,694		1.34
Caerus US 1, Inc.	(4)(6)(7)(10)	SOFR +	5.75%	11.10%	5/25/2029	123,999		121,798		123,999		0.43
Caerus US 1, Inc.	(4)(6)(7)(10)	SOFR +	5.75%	11.21%	5/25/2029	31,729		30,924		31,070		0.11
Color Intermediate LLC	(4)(10)	SOFR +	5.50%	10.95%	10/4/2029	368,831		361,184		368,831		1.29
Datix Bidco, Ltd.	(4)(8)	SOFR +	4.50%	9.94%	4/28/2025	24,000		23,887		23,880		0.08
Edifecs, Inc.	(4)(10)	SOFR +	5.75%	11.10%	9/21/2026	154,196		152,838		154,196		0.54
Edifecs, Inc.	(4)(10)	SOFR +	5.75%	11.10%	11/20/2028	204,436		200,955		204,436		0.72
Edifecs, Inc.	(4)(11)	SOFR +	5.75%	11.10%	9/21/2026	95,271		95,367		95,271		0.33
GI Ranger Intermediate, LLC	(4)(7)(10)	SOFR +	5.75%	11.25%	10/29/2028	97,179		95,759		97,179		0.34
GI Ranger Intermediate, LLC	(4)(7)(10)	SOFR +	5.75%	11.25%	10/29/2027	6,480		6,342		6,480		0.02
Healthcomp Holding Company, LLC	(4)(10)	SOFR +	5.75%	11.12%	11/8/2029	180,353		178,594		178,549		0.63
Imprivata, Inc.	(9)	SOFR +	3.75%	9.22%	12/1/2027	2,023		2,026		2,033		0.01
Neptune Holdings, Inc.	(4)(7)(11)	SOFR +	6.00%	11.50%	8/31/2030	15,000		14,595		14,660		0.05
Netsmart Technologies, Inc.	(10)	SOFR +	3.75%	9.22%	10/1/2027	12,970		13,013		13,012		0.05
NMC Crimson Holdings, Inc.	(4)(10)	SOFR +	6.09%	11.64%	3/1/2028	71,173		69,903		71,173		0.25
NMC Crimson Holdings, Inc.	(4)(7)(10)	SOFR +	6.09%	11.63%	3/1/2028	14,758		14,408		14,315		0.05
Project Ruby Ultimate Parent Corp.	(10)	SOFR +	3.25%	8.72%	3/10/2028	4,681		4,664		4,686		0.02
RPBLS Midco, LLC	(4)(10)	SOFR +	5.75%	11.25%	4/1/2028	130,730		128,866		130,730		0.46
RPBLS Midco, LLC	(4)(9)	SOFR +	5.75%	11.25%	4/1/2028	34,637		34,383		34,637		0.12
Verscend Holding Corp.	(8)	SOFR +	4.00%	9.47%	8/27/2025	30,170		30,198		30,308		0.11
Waystar Technologies, Inc.	(8)	SOFR +	4.00%	9.47%	10/22/2026	12,289		12,300		12,350		0.04
								2,009,860		2,031,939		7.12

58

Blackstone Private Credit Fund

Condensed Consolidated Schedule of Investments

December 31, 2023

(in thousands)

(Unaudited)

Investments (1)	Footnotes	Reference Rate and Spread (2)		Interest Rate (2)(15)	Maturity Date	Par Amount/Units (1)		Cost (3)		Fair Value		% of Net Assets
First Lien Debt - non-controlled/non-affiliated (continued)
Hotels, Restaurants & Leisure
Alterra Mountain Company	(9)	SOFR +	3.50%	8.97%	8/17/2028	$	6,178	$	6,186	$	6,194	0.02	%
Century Casinos, Inc.	(6)(10)	SOFR +	6.00%	11.44%	4/2/2029	31,450		30,974		30,672		0.11
Fertitta Entertainment, LLC	(9)	SOFR +	4.00%	9.36%	1/27/2029	13,460		13,455		13,483		0.05
Flynn Restaurant Group LP	(9)	SOFR +	4.25%	9.72%	12/1/2028	7,567		7,519		7,614		0.03
IRB Holding Corp.	(10)	SOFR +	3.00%	8.46%	12/15/2027	18,588		18,581		18,641		0.07
Mic Glen, LLC	(9)	SOFR +	3.25%	8.72%	7/21/2028	12,941		12,927		12,949		0.05
New Red Finance, Inc.	(8)	SOFR +	2.25%	7.61%	9/12/2030	2,000		2,000		2,003		0.01
Scientific Games Holdings LP	(9)	SOFR +	3.25%	8.66%	4/4/2029	12,309		12,284		12,329		0.04
Tacala Investment Corp.	(10)	SOFR +	4.00%	9.47%	2/5/2027	17,847		17,872		17,942		0.06
Twin River Worldwide Holdings, Inc.	(6)(9)	SOFR +	3.25%	8.93%	10/2/2028	9,627		9,588		9,150		0.03
Whatabrands LLC	(9)	SOFR +	3.00%	8.47%	8/3/2028	9,438		9,385		9,466		0.03
								140,771		140,443		0.50
Household Durables
AI Aqua Merger Sub, Inc.	(6)(9)	SOFR +	3.75%	9.09%	7/31/2028	32,645		32,535		32,711		0.11
Industrial Conglomerates
Bettcher Industries, Inc.	(9)	SOFR +	4.00%	9.36%	12/14/2028	7,008		6,958		6,984		0.02
CEP V Investment 11 Sarl	(4)(6)(10)	SA +	6.52%	8.23%	2/11/2028	CHF	47,449	47,573		56,416		0.20
CEP V Investment 11 Sarl	(4)(6)(10)	E +	6.45%	10.38%	2/23/2028	EUR	54,899	51,713		60,606		0.21
Engineered Machinery Holdings, Inc.	(10)	SOFR +	3.50%	9.11%	5/19/2028	11,875		11,838		11,825		0.04
Excelitas Technologies Corp.	(4)(8)	E +	5.75%	9.74%	8/13/2029	EUR	25,070	25,324		27,192		0.10
Excelitas Technologies Corp.	(4)(10)	SOFR +	5.75%	11.23%	8/13/2029	161,975		159,543		159,140		0.56
Excelitas Technologies Corp.	(4)(7)(10)	SOFR +	5.75%	11.22%	8/13/2029	14,288		13,965		14,095		0.05
Excelitas Technologies Corp.	(4)(7)(10)	SOFR +	5.75%	11.20%	8/12/2028	9,065		8,838		8,807		0.03
FCG Acquisitions, Inc.	(9)	SOFR +	3.75%	9.22%	3/31/2028	22,941		22,869		22,986		0.08
SPX Flow, Inc.	(9)	SOFR +	4.50%	9.96%	4/5/2029	8,580		8,293		8,620		0.03
Vertical US Newco, Inc.	(6)(9)	SOFR +	3.50%	9.38%	7/30/2027	17,708		17,752		17,770		0.06
Victory Buyer, LLC	(9)	SOFR +	3.75%	9.39%	11/19/2028	22,632		22,559		21,557		0.08
								397,225		415,998		1.46
Insurance
Alera Group, Inc.	(4)(7)(10)	SOFR +	6.00%	11.46%	10/2/2028	63,312		62,765		63,201		0.22
Alliant Holdings Intermediate, LLC	(9)	SOFR +	3.50%	8.86%	11/6/2030	3,681		3,679		3,702		0.01
Amerilife Holdings LLC	(4)(7)(10)	SOFR +	5.75%	11.14%	8/31/2029	370,013		362,338		368,393		1.29
AssuredPartners, Inc.	(9)	SOFR +	3.50%	8.97%	2/12/2027	17,414		17,310		17,479		0.06
Baldwin Risk Partners, LLC	(6)(9)	SOFR +	3.50%	8.97%	10/14/2027	9,794		9,771		9,810		0.03
CFC Underwriting, Ltd.	(4)(6)(7)(9)	SOFR +	5.00%	10.32%	5/16/2029	138,161		135,265		138,452		0.49
Foundation Risk Partners Corp.	(4)(7)(10)	SOFR +	6.00%	11.45%	10/29/2028	27,710		27,043		27,296		0.10
Foundation Risk Partners Corp.	(4)(7)(10)	SOFR +	6.00%	11.45%	10/30/2028	30,911		30,549		30,851		0.11
Galway Borrower, LLC	(4)(7)(10)	SOFR +	5.25%	10.70%	9/29/2028	222,060		219,118		218,443		0.77
High Street Buyer, Inc.	(4)(10)	SOFR +	5.75%	11.25%	4/14/2028	90,547		89,403		90,547		0.32
High Street Buyer, Inc.	(4)(7)(10)	SOFR +	5.75%	11.25%	4/16/2028	45,142		44,164		44,682		0.16
Howden Group Holdings Limited	(10)	SOFR +	3.25%	8.75%	11/12/2027	13,358		13,308		13,404		0.05
Integrity Marketing Acquisition, LLC	(4)(10)	SOFR +	6.05%	11.54%	8/27/2025	79,956		79,393		79,156		0.28
Integrity Marketing Acquisition, LLC	(4)(10)	SOFR +	6.02%	11.41%	8/27/2025	96,836		95,607		95,868		0.34

59

Blackstone Private Credit Fund

Condensed Consolidated Schedule of Investments

December 31, 2023

(in thousands)

(Unaudited)

Investments (1)	Footnotes	Reference Rate and Spread (2)		Interest Rate (2)(15)	Maturity Date	Par Amount/Units (1)		Cost (3)		Fair Value		% of Net Assets
First Lien Debt - non-controlled/non-affiliated (continued)
Insurance (continued)
Integrity Marketing Acquisition, LLC	(4)(7)(10)	SOFR +	6.00%	11.39%	8/27/2025	$	4,101	$	4,008	$	4,036	0.01	%
Integrity Marketing Acquisition, LLC	(4)(7)(10)	SOFR +	6.02%	11.51%	8/27/2026	71,988		71,395		71,267		0.25
Integrity Marketing Acquisition, LLC	(4)(10)	SOFR +	6.03%	11.52%	8/27/2025	2,316		2,296		2,293		0.01
NFP Corp.	(8)	SOFR +	3.25%	8.72%	2/15/2027	13,456		13,405		13,541		0.05
PGIS Intermediate Holdings, LLC	(4)(10)	SOFR +	5.50%	10.93%	10/16/2028	24,220		23,984		23,856		0.08
PGIS Intermediate Holdings, LLC	(4)(7)(10)	SOFR +	5.75%	11.10%	10/16/2028	1,868		1,506		1,459		0.01
Riser Merger Sub, Inc.	(4)(10)	S +	6.00%	11.19%	10/31/2029	GBP	9,291	11,090		11,606		0.04
Riser Merger Sub, Inc.	(4)(7)(10)	SOFR +	6.00%	11.35%	10/31/2029	91,805		89,332		89,267		0.31
RSC Acquisition, Inc.	(4)(5)(10)	SOFR +	5.50%	11.03%	11/1/2029	53,668		53,588		53,668		0.19
RSC Acquisition, Inc.	(4)(5)(10)	SOFR +	5.50%	11.03%	10/30/2026	76,575		75,865		76,575		0.27
RSC Acquisition, Inc.	(4)(5)(7)(10)	SOFR +	6.00%	11.35%	10/30/2026	3,127		2,479		2,882		0.01
RSC Acquisition, Inc.	(4)(5)(10)	SOFR +	6.00%	11.58%	11/1/2029	7,017		6,955		6,982		0.02
SG Acquisition, Inc.	(4)(9)	SOFR +	5.50%	10.98%	1/27/2027	93,540		93,330		92,371		0.32
Shelf Bidco Ltd	(4)(6)(10)(18)	SOFR +	6.34%	11.72%	1/3/2030	132,047		128,629		131,386		0.46
Tennessee Bidco Limited	(4)(6)(8)	E +	7.00%	10.97% (incl. 2.50% PIK)	8/3/2028	EUR	5,493	6,962		6,019		0.02
Tennessee Bidco Limited	(4)(6)(7)(8)	S +	7.28%	12.21% (incl. 2.50% PIK)	7/9/2028	GBP	124,060	150,959		151,745		0.53
Tennessee Bidco Limited	(4)(6)(8)	SOFR +	7.10%	12.53% (incl. 2.50% PIK)	7/9/2028	168,565		165,308		167,301		0.59
Tennessee Bidco Limited	(4)(6)(8)	SOFR +	7.10%	12.43% (incl. 2.50% PIK)	8/3/2028	57,880		58,606		57,446		0.20
Tennessee Bidco Limited	(4)(6)(8)	SOFR +	6.35%	11.75% (incl. 2.50% PIK)	8/3/2028	129,641		128,520		125,103		0.44
USI, Inc.	(9)	SOFR +	3.00%	8.35%	11/22/2029	8,912		8,835		8,941		0.03
USI, Inc.	(9)	SOFR +	3.25%	8.60%	9/29/2030	1,995		2,000		2,001		0.01
World Insurance Associates, LLC	(4)(7)(11)	SOFR +	6.00%	11.42%	4/3/2028	43,333		41,932		41,867		0.15
								2,330,697		2,342,896		8.23
Interactive Media & Services
Ancestry.com Operations, Inc	(9)	SOFR +	3.25%	8.71%	12/6/2027	3,609		3,591		3,540		0.01
MH Sub I, LLC	(11)	SOFR +	3.75%	9.22%	9/13/2024	4,497		4,501		4,512		0.02
Project Boost Purchaser, LLC	(9)	SOFR +	3.50%	8.97%	5/30/2026	4,887		4,849		4,897		0.02
								12,941		12,949		0.05
Internet & Direct Marketing Retail
Donuts, Inc.	(4)(11)	SOFR +	6.00%	11.59%	12/29/2026	233,388		232,117		233,388		0.82
Donuts, Inc.	(4)(11)	SOFR +	6.00%	11.59%	12/29/2027	272,949		272,949		272,949		0.96
Hoya Midco, LLC	(6)(9)	SOFR +	3.25%	8.63%	2/3/2029	9,544		9,506		9,559		0.03
Prodege International Holdings, LLC	(4)(10)	SOFR +	5.75%	11.28%	12/15/2027	555,828		549,490		519,699		1.82
								1,064,062		1,035,595		3.63
IT Services
Ahead DB Holdings, LLC	(5)(10)	SOFR +	3.75%	9.20%	10/18/2027	2,543		2,552		2,538		0.01

60

Blackstone Private Credit Fund

Condensed Consolidated Schedule of Investments

December 31, 2023

(in thousands)

(Unaudited)

Investments (1)	Footnotes	Reference Rate and Spread (2)		Interest Rate (2)(15)	Maturity Date	Par Amount/Units (1)		Cost (3)		Fair Value		% of Net Assets
First Lien Debt - non-controlled/non-affiliated (continued)
IT Services (continued)
AI Altius Bidco, Inc.	(4)(5)(8)		9.75%	9.75% PIK	12/21/2029	$	25,725	$	25,274	$	25,596	0.09	%
AI Altius Bidco, Inc.	(4)(10)	SOFR +	5.18%	10.43%	12/21/2028	143,602		141,712		143,602		0.50
Dcert Buyer, Inc.	(8)	SOFR +	4.00%	9.36%	10/16/2026	19,507		19,523		19,375		0.07
Endurance International Group Holdings, Inc.	(10)	SOFR +	3.50%	9.42%	2/10/2028	44,598		44,352		43,811		0.15
Infostretch Corporation	(4)(10)	SOFR +	5.75%	11.25%	4/1/2028	180,255		177,702		161,328		0.57
Inovalon Holdings, Inc.	(4)(7)(10)	SOFR +	6.25%	11.72% (incl. 2.75% PIK)	11/24/2028	988,404		971,243		984,689		3.45
Monterey Financing, S.A.R.L	(4)(6)(8)	CI +	6.00%	9.89%	9/28/2029	DKK	560,750	72,350		82,418		0.29
Monterey Financing, S.A.R.L	(4)(6)(9)	N +	6.00%	10.71%	9/28/2029	NOK	599,094	54,653		58,524		0.21
Monterey Financing, S.A.R.L	(4)(6)(8)	ST +	6.00%	10.04%	9/28/2029	SEK	243,186	21,282		23,930		0.08
Monterey Financing, S.A.R.L	(4)(6)(8)	E +	6.00%	9.93%	9/28/2029	EUR	76,519	72,893		83,840		0.29
Monterey Financing, S.A.R.L	(4)(6)(7)(8)	E +	6.00%	9.97%	9/28/2029	EUR	34,300	32,395		38,932		0.14
Park Place Technologies, LLC	(11)	SOFR +	5.00%	10.46%	11/10/2027	788		790		787		0.00
Razor Holdco, LLC	(4)(10)	SOFR +	5.75%	11.23%	10/25/2027	187,387		185,004		185,982		0.65
Red River Technology, LLC	(4)(11)	SOFR +	6.00%	11.54%	5/26/2027	147,798		146,333		147,798		0.52
S&P Global Engineering Solutions	(4)(7)(11)	SOFR +	7.00%	12.38%	5/2/2030	1,596		1,546		1,596		0.01
Turing Holdco, Inc.	(4)(6)(8)	E +	6.00%	10.12% (incl. 2.50% PIK)	9/28/2028	EUR	16,739	18,971		18,248		0.06
Turing Holdco, Inc.	(4)(6)(7)(8)	E +	6.00%	9.97% (incl. 2.50% PIK)	8/3/2028	EUR	6,202	7,187		6,540		0.02
Turing Holdco, Inc.	(4)(6)(7)(8)	SOFR +	6.00%	11.40% (incl. 2.50% PIK)	10/16/2028	6,461		6,861		5,988		0.02
Turing Holdco, Inc.	(4)(6)(8)	SOFR +	6.00%	11.40% (incl. 2.50% PIK)	9/28/2028	12,982		12,723		12,820		0.04
Virtusa Corp.	(10)	SOFR +	3.75%	9.22%	2/11/2028	8,827		8,837		8,859		0.03
Virtusa Corp.	(10)	SOFR +	3.75%	9.21%	2/15/2029	3,419		3,395		3,429		0.01
								2,027,578		2,060,630		7.21
Leisure Products
Motion Finco, LLC	(6)(8)	SOFR +	3.25%	8.86%	11/12/2026	3,686		3,626		3,694		0.01
Life Sciences Tools & Services
Cambrex Corp.	(10)	SOFR +	3.50%	8.96%	12/4/2026	4,509		4,519		4,429		0.02
Curia Global, Inc.	(10)	SOFR +	3.75%	9.23%	8/30/2026	23,182		23,201		20,929		0.07
Jupiter Bidco Limited	(4)(6)(7)(9)	E +	6.25%	10.09%	8/27/2029	EUR	5,922	2,293		5,777		0.02
Jupiter Bidco Limited	(4)(6)(10)	SOFR +	6.25%	11.61%	8/27/2029	88,177		86,040		77,375		0.27
LSCS Holdings, Inc.	(9)	SOFR +	4.50%	9.97%	12/16/2028	8,009		7,980		7,907		0.03
Maravai Intermediate Holdings, LLC	(6)(9)	SOFR +	3.00%	8.40%	10/19/2027	1,939		1,939		1,898		0.01
Packaging Coordinators Midco, Inc.	(10)	SOFR +	3.50%	9.11%	11/30/2027	1,862		1,862		1,865		0.01
Phoenix Newco, Inc.	(9)	SOFR +	3.25%	8.72%	11/15/2028	1,990		1,990		2,004		0.01
								129,824		122,184		0.44

61

Blackstone Private Credit Fund

Condensed Consolidated Schedule of Investments

December 31, 2023

(in thousands)

(Unaudited)

Investments (1)	Footnotes	Reference Rate and Spread (2)		Interest Rate (2)(15)	Maturity Date	Par Amount/Units (1)		Cost (3)		Fair Value		% of Net Assets
First Lien Debt - non-controlled/non-affiliated (continued)
Machinery
Chart Industries, Inc.	(6)(9)	SOFR +	3.25%	8.69%	3/16/2030	$	5,467	$	5,454	$	5,485	0.02	%
MHE Intermediate Holdings, LLC	(4)(7)(11)	SOFR +	6.00%	11.53%	7/21/2027	7,678		7,575		7,678		0.03
MHE Intermediate Holdings, LLC	(4)(11)	SOFR +	6.25%	11.78%	7/21/2027	747		733		747		0.00
Pro Mach Group, Inc.	(11)	SOFR +	4.00%	9.47%	8/31/2028	6,929		6,872		6,958		0.02
								20,634		20,868		0.07
Marine
Armada Parent, Inc.	(4)(7)(10)	SOFR +	5.75%	11.24%	10/29/2027	231,709		228,338		229,010		0.80
Media
Clear Channel Outdoor Holdings, Inc.	(6)(8)	SOFR +	3.50%	9.14%	8/21/2026	370		360		367		0.00
Digital Media Solutions, LLC	(6)(10)	SOFR +	11.00%	16.61% PIK	5/25/2026	32,355		32,003		17,795		0.06
McGraw-Hill Education, Inc.	(9)	SOFR +	4.75%	10.22%	7/28/2028	18,314		18,191		18,320		0.06
Radiate Holdco, LLC	(10)	SOFR +	3.25%	8.72%	9/25/2026	46,988		46,910		37,847		0.13
Trader Corp.	(4)(6)(7)(10)	C +	6.75%	12.19%	12/22/2029	CAD	109,681	78,693		82,941		0.29
Univision Communications, Inc.	(10)	SOFR +	3.25%	8.72%	3/15/2026	12,000		12,005		12,038		0.04
UPC Financing Partnership	(6)(8)	SOFR +	3.00%	8.48%	1/31/2029	5,000		4,935		4,991		0.02
								193,097		174,299		0.60
Metals & Mining
American Rock Salt Company, LLC	(10)	SOFR +	4.00%	9.47%	6/9/2028	9,390		9,381		8,902		0.03
SCIH Salt Holdings, Inc.	(10)	SOFR +	4.00%	9.47%	3/16/2027	13,373		13,316		13,411		0.05
								22,697		22,313		0.08
Oil, Gas & Consumable Fuels
Eagle Midstream Canada Finance, Inc.	(4)(6)(10)	SOFR +	6.25%	11.63%	8/15/2028	26,332		25,887		26,332		0.09
Freeport LNG Investments, LLLP	(9)	SOFR +	3.50%	9.18%	12/21/2028	35,174		35,105		35,209		0.12
KKR Alberta Midsteam Finance Inc	(4)(6)(10)	SOFR +	6.25%	11.63%	8/15/2028	14,325		14,083		14,325		0.05
								75,075		75,866		0.26
Paper & Forest Products
Profile Products, LLC	(4)(7)(10)	SOFR +	5.50%	10.95%	11/12/2027	40,275		39,671		38,427		0.13
Profile Products, LLC	(4)(10)	SOFR +	5.50%	10.99%	11/12/2027	23,347		23,046		22,588		0.08
								62,717		61,015		0.21
Pharmaceuticals
Doc Generici (Diocle S.p.A.)	(4)(5)(6)(7)(8)	E +	6.50%	10.42%	10/27/2028	EUR	60,136	58,199		66,856		0.23
Ergomed Plc	(4)(6)(7)(10)	SOFR +	6.25%	11.60%	11/18/2030	108,046		105,299		105,453		0.37
Padagis, LLC	(6)(9)	SOFR +	4.75%	10.43%	7/6/2028	29,371		29,338		28,453		0.10
Rhea Parent, Inc.	(4)(10)	SOFR +	5.50%	11.00%	2/18/2029	203,413		200,418		203,413		0.71
Sharp Midco, LLC	(4)(9)	SOFR +	4.00%	9.45%	12/31/2028	5,229		5,220		5,249		0.02
								398,474		409,424		1.43

62

Blackstone Private Credit Fund

Condensed Consolidated Schedule of Investments

December 31, 2023

(in thousands)

(Unaudited)

Investments (1)	Footnotes	Reference Rate and Spread (2)		Interest Rate (2)(15)	Maturity Date	Par Amount/Units (1)		Cost (3)		Fair Value		% of Net Assets
First Lien Debt - non-controlled/non-affiliated (continued)
Professional Services
ALKU, LLC	(4)(10)	SOFR +	6.25%	11.61%	5/23/2029	$	55,406	$	54,188	$	55,267	0.19	%
Apex Companies, LLC	(4)(7)(11)	SOFR +	6.25%	11.63%	1/31/2028	1,605		1,566		1,600		0.01
APFS Staffing Holdings Inc	(9)	SOFR +	4.00%	9.36%	12/29/2028	5,231		5,200		5,202		0.02
Aqgen Island Holdings, Inc.	(9)	SOFR +	3.50%	8.97%	8/2/2028	41,249		41,150		41,218		0.14
Armor Holdco, Inc.	(6)(9)	SOFR +	4.50%	9.93%	12/11/2028	3,564		3,538		3,581		0.01
Cast & Crew Payroll, LLC	(9)	SOFR +	3.75%	9.11%	12/29/2028	11,690		11,587		11,682		0.04
CFGI Holdings, LLC	(4)(7)(10)	SOFR +	5.00%	10.46%	11/2/2027	21,007		20,483		20,608		0.07
Chronicle Bidco, Inc.	(4)(7)(11)	SOFR +	6.75%	12.13%	5/18/2029	46,615		46,302		46,615		0.16
Claims Automation Intermediate 2, LLC	(4)(7)(10)	SOFR +	4.75%	10.25%	12/16/2027	44,906		43,862		44,221		0.15
Clearview Buyer, Inc.	(4)(7)(10)	SOFR +	5.35%	10.70%	8/26/2027	148,983		146,871		145,511		0.51
Cumming Group, Inc.	(4)(7)(11)	SOFR +	5.75%	11.11%	5/26/2027	198,056		195,516		194,702		0.68
Cumming Group, Inc.	(4)(7)(11)	SOFR +	5.75%	11.11%	11/16/2027	20,832		20,373		20,375		0.07
Deerfield Dakota Holding, LLC	(11)	SOFR +	3.75%	9.10%	4/9/2027	85,260		84,950		84,621		0.30
Eliassen Group, LLC	(4)(10)	SOFR +	5.50%	10.85%	4/14/2028	63,182		62,503		62,234		0.22
Eliassen Group, LLC	(4)(7)(10)	SOFR +	5.50%	10.88%	4/14/2028	4,547		4,441		4,330		0.02
Emerald US, Inc.	(6)(8)	SOFR +	3.75%	9.36%	7/12/2028	3,849		3,846		3,855		0.01
EP Purchaser LLC	(9)	SOFR +	3.50%	9.11%	11/6/2028	9,546		9,380		9,483		0.03
Galaxy US Opco, Inc.	(6)(9)	SOFR +	4.75%	10.13%	4/29/2029	12,202		11,970		10,128		0.04
Guidehouse, Inc.	(4)(10)	SOFR +	5.75%	11.11% (incl. 2.00% PIK)	10/16/2028	1,225,688		1,216,563		1,211,899		4.25
HIG Orca Acquisition Holdings, Inc.	(4)(7)(11)	SOFR +	6.00%	11.54%	8/17/2027	93,837		92,591		93,837		0.33
HIG Orca Acquisition Holdings, Inc.	(4)(7)(11)	SOFR +	6.00%	11.50%	8/17/2027	8,817		8,651		8,631		0.03
IG Investments Holdings, LLC	(4)(7)(10)	SOFR +	6.00%	11.48%	9/22/2028	443,872		437,420		441,428		1.55
Inmar, Inc.	(11)	SOFR +	5.50%	10.85%	5/1/2026	29,752		28,904		29,454		0.10
Kaufman Hall & Associates, LLC	(4)(10)	SOFR +	5.25%	10.71%	12/14/2028	96,326		94,963		96,326		0.34
Kwor Acquisition, Inc.	(4)(5)(7)(10)	SOFR +	5.25%	10.71%	12/22/2028	1,399		1,349		1,322		0.00
Kwor Acquisition, Inc.	(4)(5)(7)(11)	P +	4.25%	12.75%	12/22/2027	5,244		5,123		5,061		0.02
Legacy Intermediate, LLC	(4)(10)	SOFR +	5.75%	11.29%	2/25/2028	121,794		120,199		121,794		0.43
Mantech International CP	(4)(7)(10)	SOFR +	5.75%	11.13%	9/14/2029	770,570		756,273		769,459		2.70
Mantech International CP	(4)(7)(10)	SOFR +	5.75%	11.16%	9/14/2029	65,335		63,281		64,129		0.22
Material Holdings, LLC	(4)(7)(10)	SOFR +	6.00%	11.45%	8/19/2027	264,534		261,334		242,761		0.85
Minotaur Acquisition, Inc.	(8)	SOFR +	4.75%	10.21%	3/27/2026	178,128		175,080		178,398		0.63
Pavion Corp.	(4)(6)(7)(10)	SOFR +	5.75%	11.14%	10/30/2030	124,277		121,343		121,261		0.42
Petrus Buyer Inc	(4)(7)(10)	SOFR +	6.50%	11.99%	10/17/2029	35,901		34,742		35,732		0.13
Polyconcept Investments B.V.	(10)	SOFR +	5.50%	10.85%	5/18/2029	24,538		24,159		24,365		0.09
Sherlock Buyer Corp.	(4)(7)(10)	SOFR +	5.75%	11.20%	12/8/2028	6,422		6,194		6,093		0.02
Thevelia US, LLC	(6)(9)	SOFR +	4.00%	9.50%	6/18/2029	34,120		32,931		34,191		0.12
Trinity Air Consultants Holdings Corp.	(4)(7)(10)	SOFR +	5.75%	11.29%	6/29/2027	19,719		19,341		19,719		0.07
Trinity Air Consultants Holdings Corp.	(4)(7)(10)	SOFR +	5.75%	11.03%	6/29/2027	44,895		44,178		44,228		0.15
Trinity Partners Holdings, LLC	(4)(7)(10)	SOFR +	5.50%	11.03%	12/21/2028	384,363		378,006		383,206		1.34
Victors CCC Buyer, LLC	(4)(7)(10)	SOFR +	5.75%	11.21%	6/1/2029	144,795		142,110		144,484		0.51
West Monroe Partners, LLC	(4)(10)	SOFR +	5.25%	10.72%	11/8/2028	722,016		712,339		703,966		2.47
West Monroe Partners, LLC	(4)(7)(10)	SOFR +	5.25%	10.72%	11/8/2027	14,143		13,186		13,789		0.05
								5,557,986		5,560,766		19.49

63

Blackstone Private Credit Fund

Condensed Consolidated Schedule of Investments

December 31, 2023

(in thousands)

(Unaudited)

Investments (1)	Footnotes	Reference Rate and Spread (2)		Interest Rate (2)(15)	Maturity Date	Par Amount/Units (1)		Cost (3)		Fair Value		% of Net Assets
First Lien Debt - non-controlled/non-affiliated (continued)
Real Estate Management & Development
Castle Management Borrower, LLC	(4)(7)(11)	SOFR +	5.50%	10.84%	11/3/2029	$	33,333	$	32,604	$	32,771	0.11	%
Cushman & Wakefield US Borrower LLC	(6)(9)	SOFR +	3.25%	8.71%	1/31/2030	3,980		3,937		3,958		0.01
McCarthy & Stone PLC	(4)(5)(6)(8)		7.00%	7.00%	2/2/2026	GBP	20,000	28,057		23,517		0.08
Progress Residential PM Holdings, LLC	(4)(7)(10)	SOFR +	5.50%	10.96%	2/16/2028	79,357		78,219		79,357		0.28
Progress Residential PM Holdings, LLC	(4)(7)(10)	SOFR +	5.50%	10.96%	7/25/2029	15,205		14,923		15,205		0.05
								157,740		154,808		0.53
Software
Aareon Holding GmbH	(4)(6)(10)	E +	6.25%	10.14%	8/16/2030	EUR	38,317	40,571		41,984		0.15
Aareon Holding GmbH	(4)(6)(10)	E +	6.25%	10.15%	8/19/2030	EUR	9,579	10,163		10,496		0.04
Analytic Partners LP	(4)(7)(10)	SOFR +	5.50%	10.97%	4/4/2028	21,469		21,164		21,469		0.08
Anaplan, Inc.	(4)(7)(10)	SOFR +	6.50%	11.85%	6/21/2029	537,534		528,418		534,606		1.87
Apttus Corp.	(10)	SOFR +	4.00%	9.47%	5/8/2028	11,598		11,589		11,643		0.04
Armstrong Bidco Limited	(4)(6)(8)	S +	5.25%	10.44%	6/28/2029	GBP	314,735	375,944		383,124		1.34
Armstrong Bidco Limited	(4)(6)(8)	S +	5.25%	10.44%	6/28/2029	GBP	164,210	196,265		199,891		0.70
Avalara Inc	(4)(7)(10)	SOFR +	7.25%	12.60%	10/19/2028	23,077		22,573		22,950		0.08
Beeline, LLC	(4)(7)(10)	SOFR +	5.25%	10.64%	5/2/2029	46,364		45,968		46,340		0.16
BlueCat Networks USA, Inc.	(4)(10)	SOFR +	6.00%	11.38% (incl. 2.00% PIK)	8/8/2028	69,612		68,566		68,220		0.24
BlueCat Networks USA, Inc.	(4)(10)	SOFR +	6.00%	11.42% (incl. 2.00% PIK)	8/8/2028	12,249		12,063		12,004		0.04
BlueCat Networks USA, Inc.	(4)(7)(10)	SOFR +	6.00%	11.35% (incl. 2.00% PIK)	8/8/2028	2,312		2,202		2,191		0.01
Bluefin Holding, LLC	(4)(5)(6)(7)(11)	SOFR +	7.25%	12.72%	9/12/2029	45,513		44,326		44,763		0.16
Boxer Parent Company, Inc.	(8)	SOFR +	4.25%	9.61%	12/29/2028	14,755		14,608		14,882		0.05
Brave Parent Holdings, Inc.	(4)(7)(10)	SOFR +	5.00%	10.36%	11/28/2030	498,512		492,895		492,819		1.73
CDK Global Inc.	(9)	SOFR +	4.00%	9.35%	7/6/2029	2,985		2,975		3,005		0.01
Circana Group, L.P.	(4)(10)	SOFR +	5.75%	11.21%	12/1/2028	682,039		671,261		682,039		2.39
Circana Group, L.P.	(4)(10)	SOFR +	6.25%	11.61% (incl. 2.75% PIK)	12/1/2028	902,832		886,323		902,832		3.16
Circana Group, L.P.	(4)(7)(10)	SOFR +	5.75%	11.11%	12/1/2027	18,884		17,154		18,884		0.07
Cloudera, Inc.	(9)	SOFR +	3.75%	9.21%	10/8/2028	36,683		36,315		36,431		0.13
Community Brands ParentCo, LLC	(4)(7)(10)	SOFR +	5.50%	10.96%	2/24/2028	15,092		14,721		14,930		0.05
Confine Visual Bidco	(4)(6)(7)(10)	SOFR +	6.50%	11.81% (incl. 3.00% PIK)	2/23/2029	262,761		256,401		226,518		0.79
Connatix Buyer, Inc.	(4)(7)(10)	SOFR +	5.50%	11.14%	7/14/2027	107,900		106,437		97,654		0.34
ConnectWise, LLC	(9)	SOFR +	3.50%	9.11%	9/29/2028	28,325		28,262		28,325		0.10
Cornerstone OnDemand, Inc.	(9)	SOFR +	3.75%	9.22%	10/16/2028	27,142		27,062		26,327		0.09
Coupa Software Inc.	(4)(6)(7)(10)	SOFR +	7.50%	12.86%	2/27/2030	1,836		1,791		1,819		0.01
Crewline Buyer, Inc.	(4)(6)(7)(11)	SOFR +	6.75%	12.10%	11/8/2030	118,659		115,453		115,384		0.40

64

Blackstone Private Credit Fund

Condensed Consolidated Schedule of Investments

December 31, 2023

(in thousands)

(Unaudited)

Investments (1)	Footnotes	Reference Rate and Spread (2)		Interest Rate (2)(15)	Maturity Date	Par Amount/Units (1)		Cost (3)		Fair Value		% of Net Assets
First Lien Debt - non-controlled/non-affiliated (continued)
Software (continued)
Delta Topco, Inc.	(10)	SOFR +	3.75%	9.12%	12/1/2027	$	34,708	$	34,678	$	34,734	0.12	%
Denali Bidco Ltd	(4)(5)(6)(7)(10)	S +	6.00%	11.19%	8/29/2030	GBP	14,404	17,638		18,080		0.06
Denali Bidco Ltd	(4)(5)(6)(8)	E +	6.00%	9.84%	8/29/2030	EUR	4,174	4,404		4,539		0.02
Diligent Corporation	(4)(11)	SOFR +	5.75%	11.28%	8/4/2025	87,525		87,076		87,525		0.31
Discovery Education, Inc.	(4)(7)(10)	SOFR +	5.75%	11.23%	4/9/2029	587,329		579,453		561,734		1.97
Discovery Education, Inc.	(4)(11)	SOFR +	5.75%	11.14%	10/3/2030	66,101		65,372		63,457		0.22
DTI Holdco, Inc.	(7)(10)	SOFR +	4.75%	10.13%	4/26/2029	24,688		24,132		24,290		0.09
ECI Macola Max Holding, LLC	(6)(10)	SOFR +	3.75%	9.36%	11/9/2027	11,888		11,906		11,907		0.04
Epicor Software Corp.	(10)	SOFR +	3.25%	8.72%	7/30/2027	5,922		5,942		5,950		0.02
Episerver, Inc.	(4)(7)(11)	SOFR +	5.25%	10.75%	4/9/2026	24,846		24,637		23,699		0.08
Experity, Inc.	(4)(7)(10)	SOFR +	5.75%	11.20%	2/24/2028	133,688		131,759		132,217		0.46
Forterro UK Ltd.	(4)(6)(8)	ST +	4.75%	8.82%	7/9/2029	SEK	112,563	10,459		11,104		0.04
Forterro UK Ltd.	(4)(6)(9)	SA +	4.75%	6.45%	7/9/2029	CHF	10,674	10,740		12,628		0.04
Forterro UK Ltd.	(4)(6)(10)	SA +	4.75%	6.45%	7/9/2029	CHF	3,484	3,471		4,121		0.01
Forterro UK Ltd.	(4)(6)(8)	E +	4.75%	8.73%	7/9/2029	EUR	31,713	31,585		34,834		0.12
Forterro UK Ltd.	(4)(6)(7)(8)	E +	4.75%	8.68%	7/9/2029	EUR	1,639	1,679		2,939		0.01
Forterro UK Ltd.	(4)(6)(10)	S +	4.75%	9.94%	7/9/2029	GBP	8,894	10,473		11,280		0.04
GI Consilio Parent, LLC	(7)(9)	SOFR +	4.00%	9.47%	5/12/2028	39,959		39,379		39,834		0.14
GI Consilio Parent, LLC	(4)(7)(8)	S +	3.75%	8.94%	5/14/2026	GBP	663	811		828		0.00
Gigamon Inc.	(4)(7)(10)	SOFR +	5.75%	11.30%	3/9/2029	432,291		425,702		431,146		1.51
GovernmentJobs.com, Inc.	(4)(7)(10)	SOFR +	5.50%	10.96%	12/1/2028	150,905		148,686		150,509		0.53
GraphPAD Software, LLC	(4)(7)(11)	P +	5.00%	13.50%	4/27/2027	1,416		1,393		1,374		0.00
GraphPAD Software, LLC	(4)(11)	SOFR +	5.50%	11.22%	4/27/2027	2,623		2,608		2,623		0.01
GraphPAD Software, LLC	(4)(11)	SOFR +	5.50%	11.13%	4/27/2027	8,571		8,519		8,571		0.03
GraphPAD Software, LLC	(4)(11)	SOFR +	5.50%	11.19%	4/27/2027	17,063		16,921		17,063		0.06
Greeneden U.S. Holdings II, LLC	(10)	SOFR +	4.00%	9.47%	12/1/2027	5,817		5,838		5,846		0.02
HS Purchaser, LLC	(10)	SOFR +	4.00%	9.48%	11/19/2026	39,608		39,601		37,642		0.13
Idera, Inc.	(10)	SOFR +	3.75%	9.28%	3/2/2028	52,100		51,999		51,937		0.18
ION Trading Finance Ltd.	(6)(8)	SOFR +	4.75%	10.20%	4/3/2028	27,741		27,760		27,808		0.10
Kaseya, Inc.	(4)(7)(10)	SOFR +	6.00%	11.38% (incl. 2.50% PIK)	6/25/2029	742,241		730,174		741,796		2.60
Kaseya, Inc.	(4)(7)(10)	SOFR +	5.50%	10.86% (incl. 2.50% PIK)	6/25/2029	12,317		11,539		12,317		0.04
LD Lower Holdings, Inc.	(4)(11)	SOFR +	6.50%	11.95%	2/8/2026	116,578		115,577		115,413		0.40
Lightbox Intermediate, LP	(4)(8)	SOFR +	5.00%	10.61%	5/9/2026	37,432		36,873		35,841		0.13
Magnesium BorrowerCo, Inc.	(4)(10)	S +	5.75%	10.94%	5/18/2029	GBP	102,118	125,117		130,165		0.46
Magnesium BorrowerCo, Inc.	(4)(7)(10)	SOFR +	5.75%	11.21%	5/18/2029	958,047		937,534		955,569		3.35

65

Blackstone Private Credit Fund

Condensed Consolidated Schedule of Investments

December 31, 2023

(in thousands)

(Unaudited)

Investments (1)	Footnotes	Reference Rate and Spread (2)		Interest Rate (2)(15)	Maturity Date	Par Amount/Units (1)		Cost (3)		Fair Value		% of Net Assets
First Lien Debt - non-controlled/non-affiliated (continued)
Software (continued)
Mandolin Technology Intermediate Holdings, Inc.	(4)(9)	SOFR +	3.75%	9.25%	7/31/2028	$	76,734	$	75,978	$	70,979	0.25	%
Mandolin Technology Intermediate Holdings, Inc.	(4)(9)	SOFR +	6.25%	11.75%	6/9/2030	62,685		60,952		62,685		0.22
Mandolin Technology Intermediate Holdings, Inc.	(4)(7)(8)	SOFR +	3.75%	9.25%	7/31/2026	2,553		2,497		1,743		0.01
Medallia, Inc.	(4)(10)	SOFR +	6.00%	11.45% (incl. 4.00% PIK)	10/29/2028	831,310		820,545		814,684		2.86
Medallia, Inc.	(4)(10)	SOFR +	6.50%	11.95% (incl. 4.00% PIK)	10/29/2028	205,092		201,869		200,990		0.70
Mitnick Purchaser, Inc.	(9)	SOFR +	4.50%	9.98%	5/2/2029	11,735		11,690		11,137		0.04
Mitratech Holdings, Inc.	(5)(10)	SOFR +	3.75%	9.28%	5/18/2028	16,661		16,609		16,481		0.06
Mitratech Holdings, Inc.	(4)(5)(7)(10)	SOFR +	5.00%	10.47%	5/18/2028	62,720		60,817		61,320		0.21
Monk Holding Co.	(4)(10)(18)	SOFR +	5.70%	10.96%	12/1/2027	11,062		10,888		11,062		0.04
Monk Holding Co.	(4)(7)(10)	SOFR +	5.50%	10.96%	12/1/2027	3,561		3,350		3,259		0.01
MRI Software, LLC	(7)(11)	SOFR +	5.50%	10.95%	2/10/2027	48,299		48,018		47,157		0.17
NAVEX TopCo, Inc.	(4)(7)(10)	SOFR +	5.75%	11.11%	11/9/2030	100,646		98,503		98,456		0.35
Neogames Connect SARL	(4)(6)(8)	E +	6.25%	10.18%	5/30/2028	EUR	100,400	102,345		110,837		0.39
Nintex Topco Limited	(4)(6)(10)	SOFR +	6.00%	11.50%	11/13/2028	674,642		665,247		647,657		2.27
NortonLifeLock, Inc.	(6)(9)	SOFR +	2.00%	7.46%	9/12/2029	6,399		6,372		6,416		0.02
Oranje Holdco Inc	(4)(7)(11)	SOFR +	7.75%	13.13%	2/1/2029	66,000		64,427		66,000		0.23
Perforce Software, Inc.	(8)	SOFR +	3.75%	9.21%	7/1/2026	15,296		15,285		15,181		0.05
Project Alpha Intermediate Holding, Inc.	(9)	SOFR +	4.75%	10.11%	10/28/2030	71,388		69,994		71,916		0.25
Project Leopard Holdings, Inc.	(9)	SOFR +	5.25%	10.73%	7/20/2029	139,590		133,184		126,911		0.44
Project Leopard Holdings, Inc.	(4)(7)(8)	SOFR +	4.25%	9.63%	7/20/2029	4,385		4,396		2,044		0.01
Proofpoint, Inc.	(9)	SOFR +	3.25%	8.72%	8/31/2028	895		892		897		0.00
Quest Software US Holdings, Inc.	(6)(9)	SOFR +	4.25%	9.78%	2/1/2029	27,602		27,415		21,223		0.07
Rally Buyer, Inc.	(4)(7)(10)	SOFR +	5.75%	11.12%	7/19/2028	135,721		133,565		133,095		0.47
Rally Buyer, Inc.	(4)(7)(10)	SOFR +	5.75%	11.11%	7/19/2028	7,098		6,828		6,743		0.02
RealPage, Inc.	(9)	SOFR +	3.00%	8.47%	4/24/2028	1,970		1,965		1,959		0.01
Relativity ODA, LLC	(4)(7)(11)	SOFR +	6.50%	11.96%	5/12/2027	875		806		788		0.00
Rocket Software, Inc.	(9)	SOFR +	4.75%	10.11%	11/28/2028	43,303		42,680		42,626		0.15
S2P Acquisition Borrower, Inc.	(6)(8)	SOFR +	4.00%	9.46%	8/14/2026	12,969		12,983		13,013		0.05
Sailpoint Technologies, Inc.	(4)(7)(10)	SOFR +	6.00%	11.36%	8/16/2029	384,906		378,197		384,906		1.35
Solarwinds Holdings, Inc.	(8)	SOFR +	3.75%	9.11%	2/5/2027	2,978		2,959		2,988		0.01
Sophia, LP	(9)	SOFR +	3.50%	8.96%	10/7/2027	1,975		1,966		1,981		0.01
Sovos Compliance, LLC	(9)	SOFR +	4.50%	9.97%	8/11/2028	4,878		4,889		4,829		0.02
Spitfire Parent, Inc.	(4)(11)	E +	5.50%	9.34%	3/11/2027	EUR	19,013	22,716		20,989		0.07
Spitfire Parent, Inc.	(4)(11)	SOFR +	5.50%	10.96%	3/11/2027	117,930		116,934		117,930		0.41
Stamps.com, Inc.	(4)(10)	SOFR +	5.75%	11.23%	10/5/2028	855,596		843,953		834,206		2.92
Surf Holdings, LLC	(6)(8)	SOFR +	3.50%	8.97%	3/5/2027	3,202		3,206		3,213		0.01
Symphony Technology Group	(6)(10)	SOFR +	5.00%	10.64%	7/27/2028	65,396		64,930		46,799		0.16
Symphony Technology Group	(6)(9)	SOFR +	3.75%	9.19%	3/1/2029	29,872		29,662		29,828		0.10
Tegra118 Wealth Solutions, Inc.	(8)	SOFR +	4.00%	9.37%	2/18/2027	6,864		6,842		6,557		0.02
The Ultimate Software Group, Inc.	(9)	SOFR +	3.25%	8.76%	5/4/2026	12,404		12,398		12,454		0.04
Triple Lift, Inc.	(4)(10)	SOFR +	5.75%	11.27%	5/5/2028	69,655		68,746		67,217		0.24
Triple Lift, Inc.	(4)(7)(10)	SOFR +	5.75%	11.31%	5/5/2028	5,480		5,302		4,980		0.02

66

Blackstone Private Credit Fund

Condensed Consolidated Schedule of Investments

December 31, 2023

(in thousands)

(Unaudited)

Investments (1)	Footnotes	Reference Rate and Spread (2)		Interest Rate (2)(15)	Maturity Date	Par Amount/Units (1)		Cost (3)		Fair Value		% of Net Assets
First Lien Debt - non-controlled/non-affiliated (continued)
Software (continued)
Vision Solutions, Inc.	(10)	SOFR +	4.00%	9.64%	4/24/2028	$	36,657	$	36,567	$	36,438	0.13	%
VS Buyer LLC	(6)(8)	SOFR +	3.25%	8.71%	2/28/2027	3,479		3,458		3,492		0.01
WPEngine, Inc.	(4)(7)(10)	SOFR +	6.50%	11.87%	8/14/2029	81,400		78,885		79,528		0.28
Zendesk Inc	(4)(7)(10)	SOFR +	6.25%	11.61% (incl. 3.25% PIK)	11/30/2028	936,617		912,909		931,544		3.26
								13,127,524		13,129,988		45.98
Specialty Retail
CustomInk, LLC	(4)(11)(18)	SOFR +	6.18%	11.49%	5/3/2026	36,866		36,526		36,866		0.13
EG America, LLC	(6)(8)	SOFR +	5.50%	11.24%	2/7/2028	22,893		22,269		22,550		0.08
Runner Buyer, Inc.	(10)	SOFR +	5.50%	11.00%	10/20/2028	76,635		75,493		60,670		0.21
								134,288		120,086		0.42
Technology Hardware, Storage & Peripherals
Lytx, Inc.	(4)(11)	SOFR +	6.75%	12.21%	2/28/2028	45,893		45,954		45,893		0.16
Trading Companies & Distributors
Foundation Building Materials, Inc.	(9)	SOFR +	3.25%	8.89%	1/31/2028	14,756		14,518		14,733		0.05
Icebox Holdco III, Inc.	(9)	SOFR +	3.50%	9.11%	12/22/2028	15,784		15,738		15,701		0.06
LBM Acquisition, LLC	(10)	SOFR +	3.75%	9.21%	12/17/2027	44,973		44,853		44,545		0.16
Park River Holdings, Inc.	(10)	SOFR +	3.25%	8.91%	12/28/2027	46,152		45,753		45,160		0.16
Porcelain Acquisition Corp.	(4)(11)	SOFR +	6.00%	11.49%	4/1/2027	81,905		80,421		78,400		0.27
Specialty Building Products Holdings, LLC	(9)	SOFR +	3.75%	9.21%	10/15/2028	19,759		19,703		19,759		0.07
SRS Distribution, Inc.	(9)	SOFR +	3.50%	8.96%	6/2/2028	7,968		7,932		7,980		0.03
SRS Distribution, Inc.	(9)	SOFR +	3.50%	8.97%	6/2/2028	18,424		18,378		18,478		0.06
Windsor Holdings III, LLC	(6)(8)	SOFR +	4.50%	9.84%	8/1/2030	8,948		8,875		9,026		0.03
								256,171		253,782		0.89
Transportation Infrastructure
Capstone Logistics, LLC	(4)(11)	SOFR +	4.75%	10.21%	11/12/2027	22,005		22,052		22,005		0.08
Enstructure LLC	(4)(9)(18)	SOFR +	6.35%	10.96%	5/25/2029	98,715		96,803		98,715		0.35
Frontline Road Safety, LLC	(4)(7)(10)	SOFR +	5.75%	11.55%	5/3/2027	181,893		179,611		178,884		0.63
Frontline Road Safety, LLC	(4)(10)	SOFR +	5.75%	11.39%	5/3/2027	22,446		22,003		22,109		0.08
Helix TS, LLC	(4)(10)	SOFR +	6.25%	11.78%	8/4/2027	168,791		166,935		165,415		0.58
Helix TS, LLC	(4)(10)	SOFR +	6.25%	11.75%	8/4/2027	993		977		973		0.00
Italian Motorway Holdings S.à.r.l	(4)(6)(8)	E +	5.25%	9.35%	4/28/2029	EUR	236,429	243,641		259,048		0.91
Liquid Tech Solutions Holdings, LLC	(10)	SOFR +	4.75%	10.22%	3/20/2028	18,900		18,841		18,648		0.07
Roadsafe Holdings, Inc.	(4)(11)	SOFR +	5.75%	11.22%	10/19/2027	61,741		61,019		59,425		0.21
Roadsafe Holdings, Inc.	(4)(11)	SOFR +	5.75%	11.29%	1/31/2029	76,822		76,088		73,942		0.26
Roadsafe Holdings, Inc.	(4)(11)	SOFR +	5.75%	11.26%	10/19/2027	55,206		55,109		53,136		0.19
Safety Borrower Holdings LP	(4)(11)	SOFR +	5.25%	10.90%	9/1/2027	45,283		45,032		45,283		0.16
Safety Borrower Holdings LP	(4)(7)(11)	P +	4.25%	12.75%	9/1/2027	2,517		2,496		2,483		0.01
Sam Holding Co, Inc.	(4)(7)(11)	SOFR +	6.00%	11.49%	9/24/2027	151,380		148,847		148,819		0.52
Sam Holding Co, Inc.	(4)(11)	SOFR +	6.00%	11.57%	9/24/2027	63,840		62,654		63,042		0.22
Sam Holding Co, Inc.	(4)(11)	SOFR +	6.00%	11.50%	9/24/2027	46,091		45,550		45,515		0.16
TRP Infrastructure Services, LLC	(4)(11)	SOFR +	5.50%	11.03%	7/9/2027	72,218		71,371		64,274		0.23
								1,319,029		1,321,716		4.66

67

Blackstone Private Credit Fund

Condensed Consolidated Schedule of Investments

December 31, 2023

(in thousands)

(Unaudited)

Investments (1)	Footnotes	Reference Rate and Spread (2)		Interest Rate (2)(15)	Maturity Date	Par Amount/Units (1)		Cost (3)		Fair Value		% of Net Assets
First Lien Debt - non-controlled/non-affiliated (continued)
Wireless Telecommunication Services
CCI Buyer, Inc.	(10)	SOFR +	4.00%	9.35%	12/17/2027	$	20,128	$	20,112	$	20,099	0.07	%
Total First Lien Debt - non-controlled/non-affiliated								45,749,946		45,464,551		159.19
First Lien Debt - controlled/affiliated (excluding Investments in Joint Ventures)
Chemicals
Pigments Services, Inc.	(4)(6)(11)(16)(17)	SOFR +	8.35%	13.71%	4/14/2030	18,526		15,306		9,412		0.03
Pigments Services, Inc.	(4)(6)(11)(16)	SOFR +	8.35%	13.71% PIK	4/14/2030	9,908		9,908		9,908		0.03
								25,214		19,320		0.06
Insurance
CFCo LLC (Benefytt Technologies, Inc.)	(4)(8)(16)(17)(18)		0.00%	0.00%	9/13/2038	86,098		12,571		612		0.00
Daylight Beta Parent LLC (Benefytt Technologies, Inc.)	(4)(8)(16)		10.00%	10.00% PIK	9/12/2033	49,530		49,530		49,530		0.17
								62,101		50,142		0.17
Total First Lien Debt - controlled/affiliated (excluding Investments in Joint Ventures)								87,315		69,462		0.23
Total First Lien Debt								45,837,261		45,534,013		159.42

68

Blackstone Private Credit Fund

Condensed Consolidated Schedule of Investments

December 31, 2023

(in thousands)

(Unaudited)

Investments (1)	Footnotes	Reference Rate and Spread (2)		Interest Rate (2)(15)	Maturity Date	Par Amount/Units (1)		Cost (3)		Fair Value		% of Net Assets
Second Lien Debt
Second Lien Debt - non-controlled/non-affiliated
Aerospace & Defense
Atlas CC Acquisition Corp.	(4)(10)	SOFR +	7.63%	13.27%	5/25/2029	$	44,520	$	44,069	$	40,513	0.14	%
Peraton Corp.	(10)	SOFR +	7.75%	13.22%	2/1/2029	53,259		52,749		53,117		0.19
								96,818		93,630		0.33
Air Freight & Logistics
Wwex Uni Topco Holdings, LLC	(10)	SOFR +	7.00%	12.61%	7/26/2029	33,000		32,664		28,380		0.10
Capital Markets
Apex Group Treasury, LLC	(4)(6)(9)	SOFR +	6.75%	12.36%	7/27/2029	8,531		8,471		8,446		0.03
Apex Group Treasury, LLC	(4)(6)(9)	SOFR +	6.75%	12.39%	7/27/2029	19,622		19,704		19,426		0.07
The Edelman Financial Engines Center, LLC	(8)	SOFR +	6.75%	12.22%	7/20/2026	14,000		13,926		14,026		0.05
								42,101		41,898		0.15
Chemicals
Pearls Netherlands Bidco	(4)(6)(9)	SOFR +	7.25%	12.63%	2/25/2030	42,453		41,554		42,028		0.15
Commercial Services & Supplies
DG Investment Intermediate Holdings 2, Inc.	(10)	SOFR +	6.75%	12.22%	3/30/2029	29,464		29,367		26,714		0.09
USIC Holdings, Inc.	(10)	SOFR +	6.50%	12.11%	5/14/2029	8,594		8,548		7,998		0.03
								37,915		34,712		0.12
Construction & Engineering
Thermostat Purchaser III, Inc.	(4)(10)	SOFR +	7.25%	12.79%	8/31/2029	32,725		32,377		32,725		0.11
Diversified Consumer Services
Pre-Paid Legal Services, Inc.	(9)	SOFR +	7.00%	12.47%	12/14/2029	25,000		24,813		22,875		0.08
Health Care Equipment & Supplies
Confluent Medical Technologies, Inc.	(4)(9)	SOFR +	6.50%	12.00%	2/16/2030	52,500		51,696		52,500		0.18
Health Care Providers & Services
Canadian Hospital Specialties Ltd.	(4)(6)(8)		8.75%	8.75%	4/15/2029	CAD	3,800	2,995		2,552		0.01
CD&R Artemis UK Bidco Ltd.	(4)(6)(8)	S +	7.50%	12.76%	8/19/2029	GBP	65,340	87,677		82,245		0.29
CD&R Artemis UK Bidco Ltd.	(4)(5)(6)(9)	SOFR +	7.25%	12.76%	8/19/2029	15,000		14,723		14,625		0.05
CD&R Artemis UK Bidco Ltd.	(4)(5)(6)(9)	SOFR +	7.35%	12.70%	8/19/2029	10,000		9,809		9,750		0.03
Jayhawk Buyer, LLC	(4)(11)	SOFR +	8.75%	14.23%	10/15/2027	6,537		6,459		6,242		0.02
								121,663		115,414		0.40
Health Care Technology
Imprivata, Inc.	(9)	SOFR +	6.25%	11.60%	12/1/2028	44,118		43,791		42,353		0.15
Hotels, Restaurants & Leisure
Mic Glen, LLC	(9)	SOFR +	6.75%	12.21%	7/30/2029	16,000		15,963		15,600		0.05
Industrial Conglomerates
Victory Buyer, LLC	(4)(9)	SOFR +	7.00%	12.64%	11/1/2029	24,677		24,492		23,011		0.08
IT Services
Dcert Buyer, Inc.	(8)	SOFR +	7.00%	12.36%	2/19/2029	60,975		61,129		55,792		0.20
Inovalon Holdings, Inc.	(4)(10)	SOFR +	10.50%	15.97% PIK	11/24/2033	110,643		108,623		110,643		0.39
								169,752		166,435		0.59

69

Blackstone Private Credit Fund

Condensed Consolidated Schedule of Investments

December 31, 2023

(in thousands)

(Unaudited)

Investments (1)	Footnotes	Reference Rate and Spread (2)		Interest Rate (2)(15)	Maturity Date	Par Amount/Units (1)		Cost (3)		Fair Value		% of Net Assets
Second Lien Debt - non-controlled/non-affiliated (Continued)
Life Sciences Tools & Services
Curia Global, Inc.	(4)(10)	SOFR +	6.50%	12.14%	8/31/2029	$	45,977	$	45,325	$	38,391	0.13	%
LSCS Holdings, Inc.	(9)	SOFR +	8.00%	13.47%	12/17/2029	40,000		39,551		35,600		0.12
Phoenix Newco, Inc.	(4)(6)(9)	SOFR +	6.50%	11.97%	11/15/2029	52,153		51,362		52,153		0.18
								136,238		126,144		0.43
Media
Houghton Mifflin, LLC	(7)(9)	SOFR +	8.50%	13.86%	4/8/2030	80,500		78,940		77,151		0.27
Pharmaceuticals
Sharp Midco, LLC	(4)(9)	SOFR +	7.35%	12.70%	12/31/2029	31,500		30,910		31,500		0.11
Professional Services
Aqgen Island Holdings, Inc.	(6)(9)	SOFR +	6.50%	12.18%	8/2/2029	19,508		19,372		18,838		0.07
Celestial Saturn Parent, Inc.	(9)	SOFR +	6.50%	11.97%	6/4/2029	111,188		110,582		100,140		0.35
Deerfield Dakota Holding, LLC	(10)	SOFR +	6.75%	12.36%	4/7/2028	27,069		27,012		26,020		0.09
Thevelia US, LLC	(4)(6)(9)	SOFR +	6.75%	12.25%	6/17/2030	182,046		177,637		181,591		0.64
								334,603		326,589		1.15
Software
Cloudera, Inc.	(9)	SOFR +	6.00%	11.46%	10/8/2029	66,697		66,295		64,251		0.23
Cornerstone OnDemand, Inc.	(4)(9)	SOFR +	6.00%	11.36%	10/15/2029	34,825		33,834		33,780		0.12
HS Purchaser, LLC	(10)	SOFR +	6.75%	12.35%	11/19/2027	66,000		66,085		54,234		0.19
Human Security, Inc.	(4)(11)	SOFR +	6.75%	12.11%	7/22/2027	50,000		49,376		48,875		0.17
Human Security, Inc.	(4)(5)(11)	SOFR +	6.75%	12.11%	7/22/2027	50,000		49,376		48,875		0.17
Idera, Inc.	(10)	SOFR +	6.75%	12.28%	3/2/2029	30,331		30,258		29,705		0.10
Mandolin Technology Intermediate Holdings, Inc.	(4)(9)	SOFR +	6.50%	12.00%	7/30/2029	31,950		31,640		29,874		0.10
Mitratech Holdings, Inc.	(4)(5)(10)	SOFR +	8.00%	13.36%	5/18/2029	438		430		425		0.00
Mitratech Holdings, Inc.	(4)(5)(10)	SOFR +	6.75%	12.28%	5/18/2029	18,000		17,948		16,695		0.06
Proofpoint, Inc.	(9)	SOFR +	6.25%	11.72%	8/31/2029	63,274		63,129		64,065		0.22
Symphony Technology Group	(6)(10)	SOFR +	8.25%	13.89%	7/27/2029	41,983		41,668		16,793		0.06
Vision Solutions, Inc.	(10)	SOFR +	7.25%	12.89%	4/23/2029	46,426		46,318		42,761		0.15
								496,357		450,333		1.57
Trading Companies & Distributors
Icebox Holdco III, Inc.	(9)	SOFR +	6.75%	12.36%	12/21/2029	14,000		13,894		12,810		0.04
Total Second Lien Debt - non-controlled/non-affiliated								1,826,541		1,736,088		6.06
Total Second Lien Debt								1,826,541		1,736,088		6.06
Unsecured Debt- non-controlled/non-affiliated
Health Care Technology
Healthcomp Holding Company, LLC	(4)(8)		13.75%	13.75% PIK	11/8/2031	18,733		18,182		18,171		0.06
Total Unsecured Debt - non-controlled/non-affiliated								18,182		18,171		0.06

70

Blackstone Private Credit Fund

Condensed Consolidated Schedule of Investments

December 31, 2023

(in thousands)

(Unaudited)

Investments (1)	Footnotes	Reference Rate and Spread (2)		Interest Rate (2)(15)	Maturity Date	Par Amount/Units (1)		Cost (3)		Fair Value		% of Net Assets
Structured Finance Obligations
Structured Finance Obligations - non-controlled/non-affiliated
Diversified Financial Services
522 Funding CLO 2020-6, Ltd.	(4)(5)(6)(8)	SOFR +	6.76%	12.17%	10/23/2034	$	3,000	$	3,000	$	2,842	0.01	%
AIMCO CLO Series 2015-A	(5)(6)(8)	SOFR +	6.86%	12.53%	10/17/2034	7,450		7,450		7,269		0.03
Allegro CLO XI Ltd.	(4)(5)(6)(8)	SOFR +	7.26%	12.66%	1/19/2033	3,895		3,863		3,894		0.01
Apidos CLO XXXIII	(5)(6)(8)	SOFR +	6.61%	12.01%	10/24/2034	5,000		4,959		4,889		0.02
Apidos CLO XXXVI	(4)(5)(6)(8)	SOFR +	6.21%	11.37%	7/20/2034	8,500		8,500		8,357		0.03
Ares LXI CLO, Ltd.	(4)(5)(6)(8)	SOFR +	6.51%	11.67%	10/20/2034	7,750		7,750		7,518		0.03
Ares LXII CLO, Ltd.	(4)(5)(6)(8)	SOFR +	6.76%	12.14%	1/25/2034	9,000		9,000		8,637		0.03
Ares XXVII CLO, Ltd.	(5)(6)(8)	SOFR +	7.01%	12.43%	10/28/2034	5,000		4,958		4,855		0.02
Bain Capital Credit CLO 2020-4 Ltd	(4)(5)(6)(8)	SOFR +	7.98%	13.40%	10/20/2036	5,500		5,338		5,516		0.02
Balboa Bay Loan Funding 2021-2, Ltd.	(4)(5)(6)(8)	SOFR +	6.86%	12.28%	1/20/2035	7,000		6,941		6,537		0.02
Barings CLO Ltd 2021-II	(4)(5)(6)(8)	SOFR +	6.51%	12.17%	7/15/2034	6,000		6,000		5,815		0.02
Barings CLO Ltd 2021-III	(4)(5)(6)(8)	SOFR +	6.91%	12.31%	1/18/2035	7,200		7,200		6,676		0.02
Barings CLO Ltd 2023-IV	(4)(5)(6)(8)	SOFR +	7.59%	12.91%	1/20/2037	3,000		2,970		2,970		0.01
Benefit Street Partners CLO XX	(4)(5)(6)(8)	SOFR +	7.01%	12.67%	7/15/2034	6,500		6,500		6,488		0.02
Benefit Street Partners LLC BSP 2020-21A	(4)(5)(6)(8)	SOFR +	6.96%	12.62%	10/15/2034	3,000		2,974		2,979		0.01
BlueMountain CLO XXIX Ltd	(4)(5)(6)(8)	SOFR +	7.12%	12.50%	7/25/2034	2,750		2,692		2,611		0.01
Broad River Ltd 2020-1	(4)(5)(6)(8)	SOFR +	6.76%	12.18%	7/20/2034	7,000		6,952		6,950		0.02
Carlyle US CLO 2020-1, Ltd.	(4)(5)(6)(8)	SOFR +	6.51%	11.93%	7/20/2034	7,000		7,000		6,901		0.02
Carlyle US CLO 2023-5 Ltd	(4)(5)(6)(8)	SOFR +	7.90%	13.27%	1/27/2036	7,000		6,860		6,929		0.02
Carval CLO V-C, LTD.	(4)(5)(6)(8)	SOFR +	7.01%	12.67%	10/15/2034	8,000		7,933		7,889		0.03
Carval CLO VI-C, LTD.	(4)(5)(6)(8)	SOFR +	7.33%	12.74%	4/21/2034	8,750		8,674		8,706		0.03
CIFC Funding 2019-III, Ltd.	(4)(5)(6)(8)	SOFR +	7.06%	12.72%	10/16/2034	8,000		8,000		8,004		0.03
CIFC Funding 2022-V, Ltd.	(4)(5)(6)(8)	SOFR +	7.55%	12.94%	7/16/2033	10,000		9,913		10,050		0.04
Dryden 112 CLO, Ltd.	(4)(5)(6)(8)	SOFR +	7.75%	13.13%	11/15/2036	4,900		4,784		4,883		0.02
Dryden 95 CLO, Ltd.	(4)(5)(6)(8)	SOFR +	6.41%	11.78%	8/20/2034	8,000		8,000		7,500		0.03
Eaton Vance CLO 2019-1 Ltd	(4)(5)(6)(8)	SOFR +	6.76%	12.16%	4/15/2031	3,750		3,754		3,713		0.01
Elmwood CLO 16, Ltd.	(4)(5)(6)(8)	SOFR +	7.22%	12.64%	4/20/2034	6,000		5,948		6,032		0.02
Elmwood CLO III, Ltd.	(4)(5)(6)(8)	SOFR +	6.76%	12.16%	10/20/2034	3,500		3,500		3,501		0.01
Elmwood CLO VI, Ltd.	(5)(6)(8)	SOFR +	6.76%	12.16%	10/20/2034	4,000		4,000		4,002		0.01
Flatiron RR CLO 22, LLC	(5)(6)(8)	SOFR +	6.46%	11.85%	10/15/2034	5,000		5,000		4,952		0.02
Fort Washington CLO 2021-2, Ltd.	(4)(5)(6)(8)	SOFR +	6.87%	12.29%	10/20/2034	12,000		11,901		11,892		0.04
Galaxy 30 CLO, Ltd.	(4)(5)(6)(8)	SOFR +	6.95%	12.34%	4/15/2035	3,000		2,974		2,998		0.01
Galaxy XXV CLO, Ltd.	(4)(5)(6)(8)	SOFR +	6.21%	11.59%	10/25/2031	4,000		3,954		3,881		0.01
Galaxy 32 CLO Ltd	(4)(5)(6)(8)	SOFR +	7.33%	12.70%	10/20/2036	2,140		2,119		2,138		0.01
Goldentree Loan Management US Clo 12 Ltd.	(4)(5)(6)(8)	SOFR +	7.25%	12.67%	4/20/2034	6,500		6,447		6,481		0.02
Goldentree Loan Management US Clo 8 Ltd.	(4)(5)(6)(8)	SOFR +	6.41%	11.83%	10/20/2034	6,200		6,200		6,079		0.02
Goldentree Loan Management US Clo 15 Ltd	(4)(5)(6)(8)	SOFR +	6.50%	11.84%	10/20/2036	6,500		6,439		6,466		0.02
Gulf Stream Meridian 5, Ltd.	(4)(5)(6)(8)	SOFR +	6.59%	11.99%	7/15/2034	3,500		3,489		3,422		0.01
Gulf Stream Meridian 7, Ltd.	(4)(5)(6)(8)	SOFR +	6.85%	12.24%	7/15/2035	5,000		4,957		4,877		0.02
Gulf Stream Meridian GSM 2021-IIIA, Ltd.	(4)(5)(6)(8)	SOFR +	7.01%	12.41%	4/15/2034	1,000		962		999		0.00

71

Blackstone Private Credit Fund

Condensed Consolidated Schedule of Investments

December 31, 2023

(in thousands)

(Unaudited)

Investments (1)	Footnotes	Reference Rate and Spread (2)		Interest Rate (2)(15)	Maturity Date	Par Amount/Units (1)		Cost (3)		Fair Value		% of Net Assets
Structured Finance Obligations - non-controlled/non-affiliated (continued)
Diversified Financial Services (continued)
Halseypoint Clo 5, Ltd.	(4)(5)(6)(8)	SOFR +	7.20%	12.60%	1/30/2035	$	9,500	$	9,339	$	8,968	0.03	%
HPS Loan Management 15-2019 Ltd	(4)(5)(6)(8)	SOFR +	6.80%	12.10%	1/22/2035	4,000		3,966		3,829		0.01
Jamestown CLO XIV, Ltd.	(5)(6)(8)	SOFR +	7.46%	12.88%	10/20/2034	10,000		9,833		9,935		0.03
Kayne CLO III, Ltd.	(4)(5)(6)(8)	SOFR +	6.76%	12.16%	4/15/2032	5,000		5,007		4,909		0.02
Magnetite XXXII Ltd	(4)(5)(6)(8)	SOFR +	6.90%	12.29%	4/15/2035	5,000		5,000		5,010		0.02
MidOcean Credit CLO XIII Ltd	(4)(5)(6)(8)	SOFR +	7.80%	13.17%	1/21/2037	9,500		9,120		9,337		0.03
Morgan Stanley Eaton Vance Clo 2021-1, Ltd.	(5)(6)(8)	SOFR +	7.01%	12.40%	10/20/2034	6,500		6,500		6,328		0.02
Morgan Stanley Eaton Vance CLO 2022-17A Ltd	(4)(5)(6)(8)	SOFR +	7.90%	13.32%	7/20/2035	1,000		1,007		1,006		0.00
Neuberger Berman Loan Advisers CLO 38, Ltd.	(5)(6)(8)	SOFR +	6.51%	11.93%	10/20/2035	11,000		11,000		10,838		0.04
OCP CLO 2021-22, Ltd.	(4)(5)(6)(8)	SOFR +	6.86%	12.28%	12/2/2034	9,000		8,897		8,820		0.03
Octagon 55, Ltd	(4)(5)(6)(8)	SOFR +	6.76%	12.18%	7/20/2034	11,000		10,888		10,333		0.04
Octagon Investment Partners 41, Ltd.	(5)(6)(8)	SOFR +	7.39%	12.79%	10/15/2033	2,500		2,490		2,380		0.01
Onex Credit Partners OCP 2020-19A	(4)(5)(6)(8)	SOFR +	6.76%	12.18%	10/20/2034	4,250		4,088		4,157		0.01
Palmer Square CLO 2015-1, Ltd.	(4)(5)(6)(8)	SOFR +	6.76%	12.13%	5/21/2034	2,000		1,918		1,982		0.01
Palmer Square CLO 2019-1, Ltd.	(4)(5)(6)(8)	SOFR +	6.76%	12.14%	11/14/2034	12,000		12,000		11,853		0.04
Palmer Square CLO 2022-1, Ltd.	(4)(5)(6)(8)	SOFR +	6.35%	11.77%	4/20/2035	2,500		2,500		2,472		0.01
Palmer Square CLO 2023-3 Ltd	(4)(5)(6)(8)	SOFR +	7.83%	13.21%	1/20/2037	10,000		9,900		9,984		0.03
Park Avenue Institutional Advisers CLO Ltd 2022-1	(4)(5)(6)(8)	SOFR +	7.29%	12.71%	4/20/2035	6,000		5,845		5,932		0.02
Post CLO 2021-1, Ltd.	(4)(5)(6)(8)	SOFR +	6.71%	12.11%	10/15/2034	6,000		6,000		5,825		0.02
Post CLO 2022-1, Ltd.	(4)(5)(6)(8)	SOFR +	6.75%	12.17%	4/20/2035	5,000		4,979		4,766		0.02
PPM CLO 2, Ltd.	(4)(5)(6)(8)	SOFR +	6.81%	12.21%	4/16/2032	2,250		2,253		2,107		0.01
PPM CLO 4, Ltd.	(5)(6)(8)	SOFR +	6.76%	12.16%	10/18/2034	6,775		6,775		6,282		0.02
PPM CLO 5, Ltd.	(5)(6)(8)	SOFR +	6.76%	12.18%	10/18/2034	4,800		4,800		4,453		0.02
Rad CLO 14, Ltd.	(4)(5)(6)(8)	SOFR +	6.76%	12.42%	1/15/2035	6,750		6,750		6,700		0.02
Rad CLO 22 Ltd	(4)(5)(6)(8)	SOFR +	7.73%	13.10%	1/20/2037	7,500		7,277		7,511		0.03
Rockford Tower CLO 2021-3, Ltd.	(5)(6)(8)	SOFR +	6.98%	12.37%	10/20/2034	2,000		1,975		1,786		0.01
RR 19, Ltd.	(5)(6)(8)	SOFR +	6.76%	12.42%	10/15/2035	3,000		3,000		2,995		0.01
RR 20, Ltd.	(4)(5)(6)(8)	SOFR +	7.25%	12.64%	7/15/2037	4,000		3,964		4,010		0.01
Signal Peak 7, Ltd.	(4)(5)(6)(8)	SOFR +	7.15%	12.54%	4/30/2032	3,875		3,847		3,822		0.01
Sound Point CLO XXVII, Ltd.	(4)(5)(6)(8)	SOFR +	6.82%	12.20%	10/25/2034	5,000		4,917		4,309		0.02
Symphony CLO 34-PS Ltd.	(4)(5)(6)(8)	SOFR +	8.15%	13.55%	7/24/2036	4,000		3,923		4,039		0.01
Symphony CLO 30 Ltd	(4)(5)(6)(8)	SOFR +	8.39%	13.80%	4/20/2035	3,500		3,536		3,524		0.01
Trestles Clo IV, Ltd.	(4)(5)(6)(8)	SOFR +	6.51%	11.92%	7/21/2034	8,000		8,000		7,792		0.03
Vibrant CLO XII, Ltd.	(4)(5)(6)(8)	SOFR +	7.37%	12.79%	1/20/2034	2,875		2,853		2,819		0.01
Vibrant CLO XIII, Ltd.	(4)(5)(6)(8)	SOFR +	7.32%	12.72%	7/15/2034	6,250		6,199		6,139		0.02
Voya CLO 2019-4, Ltd.	(4)(5)(6)(8)	SOFR +	6.97%	12.36%	1/15/2035	8,250		8,111		7,907		0.03
Voya CLO 2020-2, Ltd.	(4)(5)(6)(8)	SOFR +	6.66%	12.06%	7/19/2034	5,000		4,916		4,906		0.02
Total Structured Finance Obligations - non-controlled/non-affiliated								443,228		436,863		1.51
Total Structured Finance Obligations								443,228		436,863		1.51

72

Blackstone Private Credit Fund

Condensed Consolidated Schedule of Investments

December 31, 2023

(in thousands)

(Unaudited)

Investments (1)	Footnotes	Reference Rate and Spread (2)	Interest Rate (2)(15)	Maturity Date	Par Amount/Units (1)	Cost (3)		Fair Value		% of Net Assets
Equity
Equity - non-controlled/non-affiliated
Aerospace & Defense
Loar Acquisition 13, LLC - Common Units	(4)				2,890,586	$	4,336	$	9,394	0.03	%
Micross Topco, Inc.	(4)				116	125		115		0.00
						4,461		9,509		0.03
Air Freight & Logistics
AGI Group Holdings LP - A2 Units	(4)				1,674	1,674		941		0.00
Mode Holdings, L.P. - Class A-2 Common Units	(4)				1,076,923	1,077		1,928		0.01
						2,751		2,869		0.01
Capital Markets
Resolute Investment Managers, Inc.	(4)				48,476	1,212		1,212		0.00
Commercial Services & Supplies
GTCR Investors LP - A-1 Units	(4)				893,584	894		894		0.00
Distributors
Box Co-Invest Blocker, LLC - Class A Units	(4)				3,308,320	3,308		1,687		0.01
Box Co-Invest Blocker, LLC - Class C Units	(4)				401,889	390		434		0.00
						3,698		2,121		0.01
Diversified Consumer Services
Cambium Holdings, LLC - Senior Preferred Interests	(4)		11.50%		29,194,330	28,735		37,228		0.13
Diversified Financial Services
THL Fund IX Investors (Plymouth II), LP	(4)				666,667	667		667		0.00
Diversified Telecommunication Services
Point Broadband Holdings, LLC - Class A Units	(4)				12,870	10,915		13,091		0.05
Point Broadband Holdings, LLC - Class B Units	(4)				685,760	1,955		4,628		0.02
Point Broadband Holdings, LLC - Class Additional A Units	(4)				147,380	420		995		0.00
Point Broadband Holdings, LLC - Class Additional B Units	(4)				2,766	2,346		2,813		0.01
						15,636		21,527		0.08
Health Care Equipment & Supplies
GCX Corporation Group Holdings, L.P. - Class A-2 Units	(4)				4,853	4,853		2,718		0.01
Health Care Providers & Services
AVE Holdings I Corp.	(4)				12,237,213	11,870		11,656		0.04
CD&R Artemis Holdco 2 Limited - Preferred Shares	(4)(6)				33,000,000	43,662		51,343		0.18
CD&R Ulysses Equity Holdings, L.P. - Common Shares	(4)(6)				6,000,000	6,090		5,040		0.02
Jayhawk Holdings, LP - A-1 Common Units	(4)				12,472	2,220		975		0.00
Jayhawk Holdings, LP - A-2 Common Units	(4)				6,716	1,195		525		0.00
Maia Aggregator, L.P. - Class A Units	(4)				19,700,000	19,700		16,548		0.06
NC Eve, L.P. - LP Interest	(4)(6)				2,500,000	3,398		2,135		0.01
						88,135		88,222		0.31

73

Blackstone Private Credit Fund

Condensed Consolidated Schedule of Investments

December 31, 2023

(in thousands)

(Unaudited)

Investments (1)	Footnotes	Reference Rate and Spread (2)	Interest Rate (2)(15)	Maturity Date	Par Amount/Units (1)	Cost (3)		Fair Value		% of Net Assets
Equity - non-controlled/non-affiliated (continued)
Health Care Technology
Caerus Midco 2 S.À. R.L - Additional Vehicle Units	(4)(6)				988,290	$	988	$	109	0.00	%
Caerus Midco 2 S.À. R.L - Vehicle Units	(4)(6)				4,941,452	4,941		4,596		0.02
Healthcomp Holding Company, LLC - Preferred Interest	(4)				18,035	1,804		1,804		0.01
						7,733		6,509		0.03
Insurance
Shelf Holdco Ltd Common Equity	(4)(6)				1,300,000	1,300		2,275		0.01
RSC Topco, Inc.- Preferred Shares	(4)				100	97		102		0.00
						1,397		2,377		0.01
IT Services
NC Ocala Co-Invest Beta, L.P. - LP Interest	(4)				25,687,196	25,687		27,485		0.10
Professional Services
OHCP V TC COI, LP. - LP Interest	(4)				6,500,000	6,500		11,245		0.04
Tricor Horizon, LP	(4)(6)				14,273,892	14,396		14,274		0.05
Victors CCC Topco, LP	(4)				9,600,000	9,600		15,168		0.05
						30,496		40,687		0.14
Software
Connatix Parent, LLC - Class L Common Units	(4)				126,136	1,388		352		0.00
Descartes Holdings, Inc - Class A Units	(4)				937,585	4,060		1,941		0.01
Expedition Holdco, LLC	(4)				810,810	810		459		0.00
Knockout Intermediated Holdings I, Inc.	(4)				49,020	47,795		60,785		0.21
Lobos Parent, Inc. - Series A Preferred Shares	(4)		10.50%		45,090	43,963		53,094		0.19
Mandolin Technology Holdings, Inc. - Series A Preferred Shares	(4)				31,950,000	30,992		32,110		0.11
Mimecast Limited	(4)				73,213,759	73,214		75,732		0.27
Mitratech Holdings, Inc. - Class A Preferred Shares	(4)				1,573	1,535		1,525		0.01
TPG IX Newark CI, L.P. - LP Interests	(4)(6)				3,846,970	3,847		3,847		0.01
Zoro Common Equity	(4)				1,195,880	11,959		11,959		0.04
Zoro Series A Preferred Shares	(4)		12.50%		44,535	42,976		50,102		0.18
						262,539		291,906		1.03
Transportation Infrastructure
Atlas Intermediate Holding LLC - Preferred Interest	(4)				34,238,400	33,725		36,977		0.13
Enstructure LLC	(4)				4,642,254	3,440		4,593		0.02
Frontline Road Safety Investments, LLC - Class A Common Units	(4)				58,590	6,178		8,035		0.03
Ncp Helix Holdings, LLC. - Preferred Shares	(4)				1,485,282	1,115		1,604		0.01
						44,458		51,209		0.19
Total Equity - non-controlled/non-affiliated						523,352		587,140		2.08

74

Blackstone Private Credit Fund

Condensed Consolidated Schedule of Investments

December 31, 2023

(in thousands)

(Unaudited)

Investments (1)	Footnotes	Reference Rate and Spread (2)	Interest Rate (2)(15)	Maturity Date	Par Amount/Units (1)	Cost (3)		Fair Value		% of Net Assets
Equity - non-controlled/affiliated
Distributors
GSO DL Co-Invest EIS LP (EIS Acquisition Holdings, LP - Class A Common Units)	(4)(6)(16)				265,556	$	558	$	2,499	0.01	%
Total Equity - non-controlled/affiliated						558		2,499		0.01
Equity - controlled/affiliated (excluding Investments in Joint Ventures)
Chemicals
Pigments LP Int	(4)(6)(16)				3,943	—		—		0.00
Diversified Financial Services
Specialty Lending Company LLC - LLC Interest	(4)(6)(16)				250,974,000	250,974		265,631		0.93
Insurance
CFCo LLC (Benefytt Technologies, Inc.) - Class B Units	(4)(16)				134,166,603	—		—		0.00
Specialty Retail
GSO DL CoInvest CI LP (CustomInk, LLC - Series A Preferred Units)	(4)(6)(16)				1,500,000	1,421		1,981		0.01
Total Equity - controlled/affiliated (excluding Investments in Joint Ventures)						252,395		267,612		0.94
Total Equity						776,305		857,251		3.03
Investment in Joint Venture
BCRED Emerald JV	(6)(16)					2,002,500		2,032,260		7.12
BCRED Verdelite JV	(6)(16)					117,706		129,265		0.45
Total Investments in Joint Ventures Total						2,120,206		2,161,525		7.57
Total Investments - non-controlled/non-affiliated						48,561,249		48,242,813		168.90
Total Investments - non-controlled/affiliated						558		2,499		0.01
Total Investments - controlled/affiliated (excluding Investments in Joint Ventures)						339,710		337,074		1.17
Total Investments - Investments in Joint Ventures						2,120,206		2,161,525		7.57
Total Investment Portfolio						51,021,723		50,743,911		177.65
Cash and Cash Equivalents
State Street Institutional U.S. Government Money Market Fund						158,725		158,725		0.56
Other Cash and Cash Equivalents						1,323,045		1,323,045		4.64
Total Portfolio Investments, Cash and Cash Equivalents						$	52,503,493	$	52,225,681	182.85	%

(1)Unless otherwise indicated, all debt and equity investments held by the Company (which such term “Company” shall include the Company’s consolidated subsidiaries for purposes of this Consolidated Schedule of Investments) are denominated in dollars. As of December 31, 2023, the Company had investments denominated in Canadian Dollars (CAD), Euros (EUR), British Pounds (GBP), Swiss Francs (CHF), Danish Krone (DKK), Swedish Krona (SEK), Norwegian Krone (NOK), and New Zealand Dollars (NZD). All debt investments are income producing unless otherwise indicated. All equity investments are non-income producing unless otherwise noted. Certain portfolio company investments are subject to contractual restrictions on sales. The total par amount (in thousands) is presented for debt investments, while the number of shares or units (in whole amounts) owned is presented for equity investments. Each of the Company’s investments is pledged as collateral, under one or more of its credit facilities unless otherwise indicated.

75

Blackstone Private Credit Fund

Condensed Consolidated Schedule of Investments

December 31, 2023

(in thousands)

(Unaudited)

(2)Variable rate loans to the portfolio companies bear interest at a rate that is determined by reference to either Canadian Dollar Offered Rate (“CDOR” or “C”), Sterling Overnight Interbank Average Rate (“SONIA” or “S”), Euro Interbank Offer Rate (“Euribor” or “E”), Secured Overnight Financing Rate (“SOFR”), Stockholm Interbank Offered Rate (“STIBOR” or “ST”), Copenhagen Interbank Offered Rate (“CIBOR" or “CI”), Norwegian Interbank Offered Rate (“NIBOR” or “N”), Swiss Average Rate Overnight (“SARON” or “SA”), New Zealand Bank Bill Reference Rate (“BKBM” or “B”), or an alternate base rate (commonly based on the Federal Funds Rate (“F”) or the U.S. Prime Rate (“P”)), which generally resets periodically. For each loan, the Company has indicated the reference rate used and provided the spread and the interest rate in effect as of December 31, 2023. Variable rate loans typically include an interest reference rate floor feature.

(3)The cost represents the original cost adjusted for the amortization of discounts and premiums, as applicable, on debt investments using the effective interest method in accordance with accounting principles generally accepted in the United States of America (“GAAP”).

(4)These investments were valued using unobservable inputs and are considered Level 3 investments. Fair value was determined in good faith by or under the direction of the Board of Trustees (the “Board”) (see Note 2 and Note 5), pursuant to the Company’s valuation policy.

(5)These debt investments are not pledged as collateral under any of the Company's credit facilities. For other debt investments that are pledged to the Company's credit facilities, a single investment may be divided into parts that are individually pledged as collateral to separate credit facilities. Any other debt investments listed above are pledged to financing facilities or CLOs and are not available to satisfy the creditors of the Company.

(6)The investment is not a qualifying asset under Section 55(a) of the 1940 Act. The Company may not acquire any non-qualifying asset unless, at the time of acquisition, qualifying assets represent at least 70.0% of the Company’s total assets. As of December 31, 2023, non-qualifying assets represented 21.2% of total assets as calculated in accordance with regulatory requirements.

(7)Position or portion thereof is an unfunded commitment, and no interest is being earned on the unfunded portion, although the investment may be subject to unused commitment fees. Negative cost and fair value results from unamortized fees, which are capitalized to the investment cost. The unfunded commitment may be subject to a commitment termination date that may expire prior to the maturity date stated. See below for more information on the Company’s unfunded commitments:

Investments—non-controlled/non-affiliated	Commitment Type	Commitment Expiration Date	Unfunded Commitment		Fair Value
123Dentist, Inc.	Delayed Draw Term Loan	8/10/2029	$	25,961	$	—
ACI Group Holdings, Inc.	Delayed Draw Term Loan	8/2/2024	26,305		—
ACI Group Holdings, Inc.	Revolver	8/2/2027	18,259		—
ADCS Clinics Intermediate Holdings, LLC	Revolver	5/7/2026	3,902		(78)
Alera Group, Inc.	Delayed Draw Term Loan	11/17/2025	22,342		(112)
Amerilife Holdings LLC	Delayed Draw Term Loan	8/31/2029	12,965		—
Amerilife Holdings LLC	Revolver	8/31/2028	48,715		—
Amerilife Holdings LLC	Delayed Draw Term Loan	10/20/2026	85,238		(852)
Amerivet Partners Management, Inc.	Revolver	2/25/2028	11,511		—
Analytic Partners LP	Revolver	4/4/2028	3,261		—
Anaplan, Inc.	Revolver	6/21/2028	47,983		(240)
Apex Companies, LLC	Delayed Draw Term Loan	1/31/2028	369		(5)
Armada Parent, Inc.	Delayed Draw Term Loan	2/15/2024	11,250		—
Armada Parent, Inc.	Revolver	10/29/2027	27,000		(270)
Ascend Buyer, LLC	Revolver	9/30/2027	5,173		—
Atlas CC Acquisition Corp.	Delayed Draw Term Loan	5/26/2026	14,403		(1,401)
Atlas CC Acquisition Corp.	Revolver	5/26/2026	13,168		—
Avalara Inc	Revolver	10/19/2028	2,308		(12)
Bamboo US BidCo LLC	Revolver	9/28/2029	6,278		(141)
Bamboo US BidCo LLC	Delayed Draw Term Loan	9/30/2030	4,385		—
Bazaarvoice, Inc.	Revolver	5/7/2026	45,117		—
Beeline, LLC	Delayed Draw Term Loan	5/2/2029	4,821		(24)
Beeline, LLC	Revolver	5/2/2028	5,543		—
BlueCat Networks USA, Inc.	Delayed Draw Term Loan	8/8/2028	9,862		—
Bluefin Holding, LLC	Revolver	9/12/2029	4,487		(67)
BradyIFS Holdings, LLC	Delayed Draw Term Loan	10/31/2025	16,984		—
BradyIFS Holdings, LLC	Revolver	10/31/2029	17,309		(346)
Brave Parent Holdings, Inc.	Delayed Draw Term Loan	5/28/2025	56,649		(425)

76

Blackstone Private Credit Fund

Condensed Consolidated Schedule of Investments

December 31, 2023

(in thousands)

(Unaudited)

Investments—non-controlled/non-affiliated	Commitment Type	Commitment Expiration Date	Unfunded Commitment		Fair Value
Brave Parent Holdings, Inc.	Revolver	11/28/2030	$	28,325	$	(283)
Caerus US 1, Inc.	Delayed Draw Term Loan	5/25/2029	6,973		—
Caerus US 1, Inc.	Delayed Draw Term Loan	5/25/2029	32,788		—
Caerus US 1, Inc.	Revolver	5/25/2029	12,613		—
Cambium Learning Group, Inc.	Revolver	7/20/2028	101,715		—
Castle Management Borrower, LLC	Revolver	11/3/2029	4,167		(63)
CFC Underwriting, Ltd.	Delayed Draw Term Loan	5/16/2029	20,232		—
CFGI Holdings, LLC	Revolver	11/2/2027	19,950		(399)
CFS Brands, LLC	Revolver	10/2/2030	30,858		(617)
CFS Brands, LLC	Delayed Draw Term Loan	10/2/2030	20,572		—
Chronicle Bidco, Inc.	Revolver	11/14/2025	2,815		—
Circana Group, L.P.	Revolver	12/1/2027	86,026		—
Claims Automation Intermediate 2, LLC	Delayed Draw Term Loan	12/16/2027	68,521		(685)
Clearview Buyer, Inc.	Delayed Draw Term Loan	8/26/2024	33,015		—
Clearview Buyer, Inc.	Revolver	2/26/2027	8,085		(162)
Community Brands ParentCo, LLC	Delayed Draw Term Loan	2/24/2024	10,809		(108)
Community Brands ParentCo, LLC	Revolver	2/24/2028	6,330		(16)
Confine Visual Bidco	Delayed Draw Term Loan	3/11/2024	49,522		—
Connatix Buyer, Inc.	Revolver	7/14/2027	16,294		(1,344)
COP Home Services TopCo IV, Inc.	Revolver	12/31/2025	19,964		(214)
COP Home Services TopCo IV, Inc.	Delayed Draw Term Loan	12/30/2027	13,936		(209)
Coupa Software Inc.	Delayed Draw Term Loan	8/27/2024	164		(2)
Coupa Software Inc.	Revolver	2/27/2029	126		(1)
CPI Buyer, LLC	Revolver	11/1/2026	28,928		(579)
CPI Intermediate Holdings Inc	Delayed Draw Term Loan	10/8/2029	111,547		(1,115)
Crewline Buyer, Inc.	Revolver	11/8/2030	12,790		(309)
Cumming Group, Inc.	Revolver	11/16/2027	25,468		(382)
Cumming Group, Inc.	Delayed Draw Term Loan	5/21/2025	19,245		(144)
Denali Bidco Ltd	Delayed Draw Term Loan	8/29/2030	6,300		(5)
Discovery Education, Inc.	Revolver	4/9/2029	52,540		(2,102)
Doc Generici (Diocle S.p.A.)	Delayed Draw Term Loan	10/26/2024	5,288		—
DTI Holdco, Inc.	Revolver	4/26/2027	10,000		(173)
Eliassen Group, LLC	Delayed Draw Term Loan	4/14/2028	9,961		—
Emergency Power Holdings, LLC	Delayed Draw Term Loan	8/17/2024	49,368		(494)
Endeavor Schools Holdings LLC	Delayed Draw Term Loan	7/18/2029	12,377		—
ENV Bidco AB	Delayed Draw Term Loan	7/19/2029	26,639		(3,659)
Episerver, Inc.	Revolver	4/9/2026	3,833		(153)
Ergomed Plc	Delayed Draw Term Loan	11/17/2025	7,569		—
Excelitas Technologies Corp.	Delayed Draw Term Loan	8/13/2029	4,927		—
Excelitas Technologies Corp.	Revolver	8/14/2028	5,715		—
Experity, Inc.	Revolver	2/24/2028	13,452		(135)
Fencing Supply Group Acquisition, LLC	Delayed Draw Term Loan	2/29/2024	3,945		(49)
Fencing Supply Group Acquisition, LLC	Delayed Draw Term Loan	2/26/2027	3,381		—
Formulations Parent Corp.	Revolver	11/15/2029	3,571		(66)
Forterro UK Ltd.	Delayed Draw Term Loan	7/7/2029	11,621		—
Foundation Risk Partners Corp.	Revolver	10/29/2027	9,529		(143)
Foundation Risk Partners Corp.	Delayed Draw Term Loan	10/29/2028	3,958		—
Foundation Risk Partners Corp.	Delayed Draw Term Loan	10/29/2025	27,063		(271)
Freya Bidco Limited	Term Loan	10/31/2030	1,056		—

77

Blackstone Private Credit Fund

Condensed Consolidated Schedule of Investments

December 31, 2023

(in thousands)

(Unaudited)

Investments—non-controlled/non-affiliated	Commitment Type	Commitment Expiration Date	Unfunded Commitment		Fair Value
Freya Bidco Limited	Delayed Draw Term Loan	10/31/2030	$	12,907	$	—
Freya Bidco Limited	Term Loan	10/31/2030	105,258		—
Freya Bidco Limited	Delayed Draw Term Loan	10/31/2030	12,921		—
Frontgrade Technologies Holdings, Inc.	Revolver	1/9/2028	516		—
Frontline Road Safety, LLC	Delayed Draw Term Loan	6/15/2025	22,446		(281)
FusionSite Midco, LLC	Delayed Draw Term Loan	11/17/2024	15,400		—
FusionSite Midco, LLC	Revolver	11/17/2029	4,884		(110)
Galway Borrower, LLC	Revolver	9/30/2027	19,017		(285)
GI Consilio Parent, LLC	Revolver	5/14/2026	4,629		(51)
GI Consilio Parent, LLC	Revolver	5/14/2026	844		—
GI Ranger Intermediate, LLC	Delayed Draw Term Loan	10/30/2028	27,360		—
GI Ranger Intermediate, LLC	Revolver	10/29/2027	4,320		—
Gigamon Inc.	Revolver	3/11/2028	25,774		(64)
Go Car Wash Management Corp.	Delayed Draw Term Loan	12/31/2026	84,833		(954)
GovernmentJobs.com, Inc.	Revolver	12/2/2027	19,764		(395)
GraphPAD Software, LLC	Revolver	4/27/2027	1,416		—
Groundworks, LLC	Delayed Draw Term Loan	9/13/2025	37		—
Groundworks, LLC	Revolver	3/14/2029	42		(1)
HIG Orca Acquisition Holdings, Inc.	Delayed Draw Term Loan	8/17/2027	9,724		—
HIG Orca Acquisition Holdings, Inc.	Revolver	8/17/2027	9,254		—
High Street Buyer, Inc.	Delayed Draw Term Loan	4/16/2028	37,586		—
High Street Buyer, Inc.	Revolver	4/16/2027	4,186		(84)
Houghton Mifflin, LLC	Revolver	4/7/2027	18,750		(129)
Icefall Parent Inc	Term Loan	1/25/2030	70,792		—
Icefall Parent Inc	Revolver	1/25/2030	6,742		—
IG Investments Holdings, LLC	Revolver	9/22/2027	44,828		(224)
Inova Pharmaceutical	Term Loan	10/30/2028	661		—
Inova Pharmaceutical	Delayed Draw Term Loan	10/30/2028	102		—
Inovalon Holdings, Inc.	Delayed Draw Term Loan	6/24/2024	99,544		(1,244)
Integrity Marketing Acquisition, LLC	Delayed Draw Term Loan	8/27/2025	4,325		—
Integrity Marketing Acquisition, LLC	Revolver	8/27/2026	350		(2)
Integrity Marketing Acquisition, LLC	Revolver	8/27/2025	303		(3)
Iris Buyer, LLC	Delayed Draw Term Loan	10/2/2030	6,812		—
Iris Buyer, LLC	Revolver	10/2/2029	7,870		(216)
ISQ Hawkeye Holdco, Inc.	Delayed Draw Term Loan	8/17/2029	453		—
ISQ Hawkeye Holdco, Inc.	Revolver	8/17/2028	806		—
Java Buyer, Inc.	Delayed Draw Term Loan	4/1/2024	30,676		—
Java Buyer, Inc.	Delayed Draw Term Loan	11/9/2025	42,170		—
Jupiter Bidco Limited	Delayed Draw Term Loan	8/5/2029	41,392		—
Kaseya, Inc.	Delayed Draw Term Loan	6/25/2029	41,761		—
Kaseya, Inc.	Revolver	6/25/2029	36,559		—
Knowledge Pro Buyer, Inc.	Delayed Draw Term Loan	12/8/2025	25,388		—
Knowledge Pro Buyer, Inc.	Revolver	12/10/2027	6,824		—
Kwol Acquisition, Inc.	Revolver	12/6/2029	628		—
Kwor Acquisition, Inc.	Delayed Draw Term Loan	12/22/2027	3,735		—
Kwor Acquisition, Inc.	Revolver	12/22/2027	6,951		—
Loar Group, Inc.	Delayed Draw Term Loan	4/1/2024	47,000		—
Magnesium BorrowerCo, Inc.	Delayed Draw Term Loan	5/18/2029	99,913		(2,478)
Magneto Components BuyCo, LLC	Revolver	12/5/2029	8,983		(225)

78

Blackstone Private Credit Fund

Condensed Consolidated Schedule of Investments

December 31, 2023

(in thousands)

(Unaudited)

Investments—non-controlled/non-affiliated	Commitment Type	Commitment Expiration Date	Unfunded Commitment		Fair Value
Magneto Components BuyCo, LLC	Delayed Draw Term Loan	6/5/2025	$	10,780	$	—
Mandolin Technology Intermediate Holdings, Inc.	Revolver	7/30/2026	8,247		—
Mantech International CP	Delayed Draw Term Loan	9/14/2029	120,596		—
Mantech International CP	Revolver	9/14/2028	111,118		(1,111)
Marcone Yellowstone Buyer, Inc.	Delayed Draw Term Loan	6/23/2028	5,722		(286)
Marcone Yellowstone Buyer, Inc.	Delayed Draw Term Loan	6/23/2028	520		—
Material Holdings, LLC	Revolver	8/17/2027	7,630		—
Medline Borrower LP	Revolver	2/27/2026	17,850		(37)
Mercury Bidco Globe Limited	Term Loan	1/31/2031	100,402		—
Mercury Bidco Globe Limited	Delayed Draw Term Loan	1/31/2026	25,389		—
Metis Buyer, Inc.	Revolver	5/4/2026	5,940		—
MHE Intermediate Holdings, LLC	Revolver	7/21/2027	804		—
Mitratech Holdings, Inc.	Delayed Draw Term Loan	11/26/2024	7,280		—
Monk Holding Co.	Delayed Draw Term Loan	12/1/2024	19,234		—
Monterey Financing, S.A.R.L	Delayed Draw Term Loan	9/19/2029	19,804		—
More Cowbell II, LLC	Delayed Draw Term Loan	9/1/2030	2,244		(27)
More Cowbell II, LLC	Revolver	9/1/2029	2,308		—
MPG Parent Holdings LLC	Term Loan	1/8/2030	17,938		—
MPG Parent Holdings LLC	Revolver	1/8/2030	2,188		—
MPG Parent Holdings LLC	Delayed Draw Term Loan	1/8/2026	4,464		—
MRI Software, LLC	Revolver	2/10/2026	673		(13)
MRI Software, LLC	Revolver	2/10/2027	1,677		(3)
MRI Software, LLC	Delayed Draw Term Loan	2/10/2027	37,034		(185)
MRI Software, LLC	Delayed Draw Term Loan	2/10/2027	3,703		(37)
Natus Medical Incorporated	Revolver	7/21/2027	2,788		—
NAVEX TopCo, Inc.	Revolver	11/9/2028	8,855		(177)
Navigator Acquiror, Inc.	Delayed Draw Term Loan	1/16/2025	45,956		—
NDC Acquisition Corp.	Revolver	3/9/2027	2,911		—
Neptune Holdings, Inc.	Revolver	8/14/2030	2,000		(40)
NMC Crimson Holdings, Inc.	Delayed Draw Term Loan	1/1/2024	2,617		—
NortonLifeLock, Inc.	Revolver	9/12/2029	3,375		(28)
Onex Baltimore Buyer, Inc.	Delayed Draw Term Loan	5/27/2024	10,781		—
Onex Baltimore Buyer, Inc.	Delayed Draw Term Loan	1/21/2025	70,001		—
ONS MSO, LLC	Delayed Draw Term Loan	12/13/2025	64,286		—
ONS MSO, LLC	Revolver	7/8/2026	6,192		—
Oranje Holdco Inc	Revolver	2/1/2029	8,250		—
Pavion Corp.	Revolver	10/30/2030	12,586		—
Pavion Corp.	Delayed Draw Term Loan	10/30/2025	27,871		(279)
Pearce Services, LLC	Delayed Draw Term Loan	6/2/2027	949		—
Petrus Buyer Inc	Delayed Draw Term Loan	10/17/2029	11,304		(170)
Petrus Buyer Inc	Revolver	10/17/2029	5,163		—
PGIS Intermediate Holdings, LLC	Revolver	10/16/2028	7,135		(143)
PGIS Intermediate Holdings, LLC	Delayed Draw Term Loan	10/16/2028	24,823		—
Phoenix 1 Buyer Corp.	Revolver	11/20/2029	8,349		(83)
Plasma Buyer, LLC	Delayed Draw Term Loan	5/12/2029	23,780		(238)
Plasma Buyer, LLC	Revolver	5/12/2028	9,644		—
Polyphase Elevator Holding Co.	Revolver	6/23/2027	374		—
PPV Intermediate Holdings, LLC	Revolver	8/31/2029	9,910		(74)
PPV Intermediate Holdings, LLC	Delayed Draw Term Loan	8/31/2029	4,979		(25)

79

Blackstone Private Credit Fund

Condensed Consolidated Schedule of Investments

December 31, 2023

(in thousands)

(Unaudited)

Investments—non-controlled/non-affiliated	Commitment Type	Commitment Expiration Date	Unfunded Commitment		Fair Value
Profile Products, LLC	Revolver	11/12/2027	$	9,886	$	(321)
Profile Products, LLC	Revolver	11/12/2027	6,700		—
Progress Residential PM Holdings, LLC	Delayed Draw Term Loan	4/26/2024	16,623		—
Progress Residential PM Holdings, LLC	Delayed Draw Term Loan	7/25/2029	2,915		—
Project Leopard Holdings, Inc.	Revolver	7/20/2027	13,391		—
Pye-Barker Fire & Safety LLC	Delayed Draw Term Loan	11/26/2027	18,278		(183)
Quality Distribution LLC	Delayed Draw Term Loan	10/3/2024	25		—
Quality Distribution LLC	Revolver	4/3/2028	94		(3)
Quality Distribution LLC	Revolver	7/1/2026	9,000		(405)
Quality Distribution LLC	Delayed Draw Term Loan	10/24/2025	1,390		(7)
Qualus Power Services Corp.	Delayed Draw Term Loan	1/26/2025	5,694		—
Rally Buyer, Inc.	Delayed Draw Term Loan	7/19/2028	12,089		—
Rally Buyer, Inc.	Revolver	7/19/2028	10,647		—
Redwood Services Group, LLC	Delayed Draw Term Loan	6/15/2029	38		—
Redwood Services Group, LLC	Delayed Draw Term Loan	6/15/2029	6		—
Redwood Services Group, LLC	Delayed Draw Term Loan	6/15/2029	2,454		—
Relativity ODA, LLC	Revolver	5/12/2027	4,937		(74)
Riser Merger Sub, Inc.	Revolver	10/31/2029	16,200		(324)
Riser Merger Sub, Inc.	Delayed Draw Term Loan	10/31/2025	37,800		(378)
RoadOne Inc	Delayed Draw Term Loan	12/30/2028	163		—
RoadOne Inc	Revolver	12/30/2028	275		—
RSC Acquisition, Inc.	Delayed Draw Term Loan	10/30/2026	45,989		—
S&P Global Engineering Solutions	Revolver	5/2/2029	249		—
Safety Borrower Holdings LP	Revolver	9/1/2027	839		—
Sailpoint Technologies, Inc.	Revolver	8/16/2028	34,083		—
Sam Holding Co, Inc.	Revolver	3/24/2027	24,000		(300)
Sam Holding Co, Inc.	Delayed Draw Term Loan	9/24/2027	37,200		—
SEKO Global Logistics Network, LLC	Revolver	12/30/2026	8,422		—
Sherlock Buyer Corp.	Delayed Draw Term Loan	12/8/2028	11,177		(112)
Sherlock Buyer Corp.	Revolver	12/8/2027	4,445		(89)
Smile Doctors, LLC	Revolver	12/23/2027	51,955		(1,299)
Smile Doctors, LLC	Delayed Draw Term Loan	12/23/2028	124,106		(1,862)
Snoopy Bidco, Inc.	Delayed Draw Term Loan	5/6/2024	51,214		(768)
SpecialtyCare, Inc.	Delayed Draw Term Loan	6/19/2028	6,544		—
SpecialtyCare, Inc.	Revolver	6/18/2026	5,104		—
Stepping Stones Healthcare Services, LLC	Delayed Draw Term Loan	1/2/2024	9,922		—
Stepping Stones Healthcare Services, LLC	Revolver	12/30/2026	22,501		(788)
Sunshine Cadence Holdco, LLC	Delayed Draw Term Loan	3/23/2027	100		—
Tennessee Bidco Limited	Delayed Draw Term Loan	6/22/2024	228,925		(5,202)
The Fertility Partners, Inc.	Revolver	9/16/2027	806		—
Thermostat Purchaser III, Inc.	Revolver	8/31/2026	8,125		(128)
Trader Corp.	Revolver	12/22/2028	6,899		—
Trinity Air Consultants Holdings Corp.	Delayed Draw Term Loan	6/29/2027	21,738		—
Trinity Air Consultants Holdings Corp.	Revolver	6/29/2027	12,780		—
Trinity Partners Holdings, LLC	Delayed Draw Term Loan	6/20/2025	115,743		(1,157)
Triple Lift, Inc.	Revolver	5/6/2028	8,815		—
Turing Holdco, Inc.	Delayed Draw Term Loan	8/3/2028	47,203		—
Turing Holdco, Inc.	Delayed Draw Term Loan	8/3/2028	31,353		—
UMP Holdings, LLC	Delayed Draw Term Loan	7/15/2028	3,852		—

80

Blackstone Private Credit Fund

Condensed Consolidated Schedule of Investments

December 31, 2023

(in thousands)

(Unaudited)

Investments—non-controlled/non-affiliated	Commitment Type	Commitment Expiration Date	Unfunded Commitment		Fair Value
Unified Physician Management, LLC	Revolver	6/18/2029	$	101,845	$	—
US Oral Surgery Management Holdco, LLC	Revolver	11/18/2027	12,932		(291)
US Oral Surgery Management Holdco, LLC	Delayed Draw Term Loan	12/31/2024	10,500		—
Victors CCC Buyer, LLC	Delayed Draw Term Loan	6/1/2029	31,095		—
Victors CCC Buyer, LLC	Revolver	6/1/2029	29,205		—
West Monroe Partners, LLC	Revolver	11/9/2027	56,571		—
WHCG Purchaser III, Inc.	Revolver	6/22/2026	31		—
World Insurance Associates, LLC	Delayed Draw Term Loan	4/3/2028	53,333		(533)
World Insurance Associates, LLC	Revolver	4/3/2028	3,333		(67)
WPEngine, Inc.	Revolver	8/14/2029	8,140		(244)
Zendesk Inc	Delayed Draw Term Loan	11/22/2028	208,035		(3,121)
Zendesk Inc	Revolver	11/3/2028	97,650		(1,953)
Zeus Company, LLC	Term Loan	2/28/2031	48,365		—
Zeus Company, LLC	Revolver	2/28/2030	6,749		—
Zeus Company, LLC	Delayed Draw Term Loan	2/28/2026	9,067		—
Total unfunded commitments			$	5,370,824	$	(47,166)

(8)There are no interest rate floors on these investments.

(9)The interest rate floor on these investments as of December 31, 2023 was 0.50%.

(10)The interest rate floor on these investments as of December 31, 2023 was 0.75%.

(11)The interest rate floor on these investments as of December 31, 2023 was 1.00%.

(12)The interest rate floor on these investments as of December 31, 2023 was 1.25%.

(13)The interest rate floor on these investments as of December 31, 2023 was 1.50%.

(14)The interest rate floor on these investments as of December 31, 2023 was 2.00%.

(15)For unsettled positions the interest rate does not include the base rate.

(16)Under the Investment Company Act of 1940, as amended (together with the rules and regulations promulgated thereunder, the “1940 Act”), the Company is deemed to “control” a portfolio company if the Company owns more than 25% of its outstanding voting securities and/or held the power to exercise control over the management or policies of the portfolio company. Under the 1940 Act, the Company is deemed an “affiliated person” of a portfolio company if the Company owns 5% or more of the portfolio company’s outstanding voting securities. As of December 31, 2023, the Company’s controlled/affiliated and non-controlled/affiliated investments were as follows:

	Fair Value as of December 31, 2022		Gross Additions		Gross Reductions		Net change in Unrealized Appreciation (Depreciation)		Net Realized Gain (Loss)		Fair value as of December 31, 2023		Income
Non-Controlled/Affiliated Investments
GSO DL Co-Invest EIS LP	$	2,813	$	—	$	(374)	$	(153)	$	213	$	2,499	$	16
Controlled/Affiliated Investments
Daylight Beta Parent LLC (Benefytt Technologies, Inc.)	—		49,530		—		—		—		49,530		1,486
CFCo LLC (Benefytt Technologies, Inc.)	—		12,715		—		(12,103)		—		612		—
CFCo LLC (Benefytt Technologies, Inc.)	—		—		—		—		—		—		—
Pigments Services, Inc.	—		15,344		—		(5,932)		—		9,412		—
Pigments Services, Inc.	—		9,908		—		—		—		9,908		934
Pigments Services, Inc.	—		—		—		—		—		—		—
Specialty Lending Company LLC	172,330		79,074		—		14,227		—		265,631		7,641
BCRED Emerald JV LP	2,072,717		—		(112,500)		72,043		—		2,032,260		291,248
BCRED Verdelite JV LP	115,677		—		—		13,588		—		129,265		18,646
GSO DL Co-Invest CI LP	1,881		—		—		100		—		1,981		—
Total	$	2,365,418	$	166,571	$	(112,874)	$	81,770	$	213	$	2,501,098	$	319,971

81

Blackstone Private Credit Fund

Condensed Consolidated Schedule of Investments

December 31, 2023

(in thousands)

(Unaudited)

(17)Loan was on non-accrual status as of December 31, 2023.

(18)These loans are “last-out” portions of loans. The “last-out” portion of the Company's loan investment generally earns a higher interest rate than the “first-out” portion, and in exchange the “first-out” portion would generally receive priority with respect to payment principal, interest and any other amounts due thereunder over the “last-out” portion.

ADDITIONAL INFORMATION

Foreign Currency Forward Contracts

Counterparty	Currency Purchased		Currency Sold		Settlement Date	Change in Unrealized Appreciation (Depreciation)
Deutsche Bank AG	USD	14,718	CAD	20,000	3/13/2024	$	(443)
Deutsche Bank AG	USD	11,064	CAD	15,000	3/14/2024	(307)
Deutsche Bank AG	USD	9,190	CHF	8,000	3/14/2024	(397)
Goldman Sachs Bank USA	USD	79,492	DKK	546,731	3/14/2024	(1,925)
Deutsche Bank AG	USD	86,514	EUR	80,000	3/14/2024	(2,221)
Deutsche Bank AG	USD	100,490	GBP	80,000	3/14/2024	(1,467)
Goldman Sachs Bank USA	USD	53,367	NOK	584,117	3/14/2024	(4,409)
Goldman Sachs Bank USA	USD	23,358	NZD	38,100	3/14/2024	(795)
Goldman Sachs Bank USA	USD	10,538	SEK	109,749	3/13/2024	(410)
Goldman Sachs Bank USA	USD	22,768	SEK	237,106	3/14/2024	(885)
Total Foreign Currency Forward Contracts						$	(13,259)

Interest Rate Swaps
Counterparty	Hedged Instrument	Company Receives	Company Pays	Maturity Date	Notional Amount		Fair Market Value		Upfront Payments / Receipts		Change in Unrealized Appreciation (Depreciation) (1)
Goldman Sachs Bank USA	June 2024 Notes	2.56%	SOFR + 0.93%	6/21/2024	$	435,000	$	(7,201)	$	—	$	11,724
Goldman Sachs Bank USA	September 2024 Notes	1.75%	SOFR + 0.08%	9/15/2024	365,000		(8,535)		—		8,964
Goldman Sachs Bank USA	November 2024 Notes	2.35%	SOFR + 0.66%	11/22/2024	500,000		(13,756)		—		11,606
Goldman Sachs Bank USA	January 2025 Notes	2.70%	SOFR + 0.99%	1/15/2025	500,000		(15,412)		—		11,177
Goldman Sachs Bank USA	December 2026 Notes	2.63%	SOFR + 0.26%	12/15/2026	625,000		(24,724)		—		9,933
Deutsche Bank	December 2026 Notes	2.63%	SOFR + 0.26%	12/15/2026	625,000		(24,496)		—		9,856
Goldman Sachs Bank USA	March 2025 Notes	4.70%	SOFR + 2.43%	3/24/2025	400,000		(11,089)		—		6,889
Deutsche Bank	March 2025 Notes	4.70%	SOFR + 2.43%	3/24/2025	500,000		(13,873)		—		8,621
Deutsche Bank	April 2026 UK Bonds	4.87%	SONIA + 2.78%	4/14/2026	GBP	250,000	(12,420)		—		7,521
Sumitomo Mitsui Banking Corporation	May 2027 Notes	5.61%	SOFR + 2.79%	5/3/2027	625,000		(18,175)		—		7,960
Sumitomo Mitsui Banking Corporation	September 2025 Notes	7.05%	SOFR + 2.93%	9/29/2025	600,000		(1,841)		—		324
Goldman Sachs Bank USA	October 2027 Notes	7.49%	SOFR + 3.72%	10/11/2027	350,000		463		—		1,881
Sumitomo Mitsui Banking Corporation	September 2025 Notes	7.05%	SOFR + 2.97%	9/29/2025	200,000		(760)		—		36
Sumitomo Mitsui Banking Corporation	November 2028 Notes	7.30%	SOFR + 3.06%	11/27/2028	500,000		13,682		—		13,682
Total Interest Rate Swaps							$	(138,137)	$	—	$	110,174

(1)For interest rates swaps designated in qualifying hedge relationships, the change in fair value is recorded in Interest expense in the Consolidated Statements of Operations.

The accompanying notes are an integral part of these condensed consolidated financial statements.

82

Blackstone Private Credit Fund

Notes to Condensed Consolidated Financial Statements

(Unaudited)

(in thousands, except share amounts, per share data, percentages and as otherwise noted)

Note 1. Organization

Blackstone Private Credit Fund (together with its consolidated subsidiaries “BCRED” or the “Company”), is a Delaware statutory trust formed on February 11, 2020, and structured as an externally managed, non-diversified, closed-end management investment company. The Company has elected to be regulated as a business development company (“BDC”) under the Investment Company Act of 1940, as amended (together with the rules and regulations promulgated thereunder, the “1940 Act”). In addition, the Company has elected to be treated for U.S. federal income tax purposes, and intends to qualify annually, as a regulated investment company (a “RIC”), under Subchapter M of the Internal Revenue Code of 1986, as amended (together with the rules and regulations promulgated thereunder, the “Code”).

The Company is externally managed by Blackstone Credit BDC Advisors LLC (the “Adviser”) an affiliate of Blackstone Alternative Credit Advisors LP (the “Administrator” and, collectively with its affiliates in the credit, asset-based finance and insurance asset management business unit of Blackstone Inc. (“Blackstone”), “Blackstone Credit & Insurance,” or “BXCI”). The Administrator provides certain administrative and other services necessary for the Company to operate pursuant to an administration agreement (the “Administration Agreement”). References herein to information about Blackstone Credit & Insurance from December 31, 2023 or prior refers solely to the Adviser and Blackstone Alternative Credit Advisors LP, collectively with their credit-focused affiliates within Blackstone Credit & Insurance.

The Company was formed to invest primarily in originated loans and other securities, including broadly syndicated loans, of U.S. private companies. The Company’s investment objectives are to generate current income and, to a lesser extent, long-term capital appreciation. Under normal circumstances, the Company will invest at least 80% of its total assets (net assets plus borrowings for investment purposes) in private credit investments (loans, bonds and other credit instruments that are issued in private offerings or issued by private companies). Under normal circumstances, the Company expects that the majority of its portfolio will be in privately originated and privately negotiated investments, predominantly direct lending to U.S. private companies through (i) first lien senior secured and unitranche loans (including first-out/last-out loans) and (ii) second lien, unsecured, subordinated or mezzanine loans and structured credit, as well as broadly syndicated loans (for which the Company may serve as an anchor investor), club deals (generally investments made by a small group of investment firms) and other debt and equity securities (the investments described in this sentence, collectively, “Private Credit”). To a lesser extent, the Company may also invest in publicly traded securities of large corporate issuers (“Opportunistic Credit”). The Company expects that the Opportunistic Credit investments will generally be liquid, and may be used for the purposes of maintaining liquidity for the Company’s share repurchase program and cash management, while also presenting an opportunity for attractive investment returns.

The Company offers on a continuous basis up to $45.0 billion of common shares of beneficial interest (“Common Shares”) pursuant to an offering registered with the Securities and Exchange Commission (“SEC”). The Company offers to sell any combination of three classes of Common Shares, Class S shares, Class D shares and Class I shares, with a dollar value up to the maximum offering amount. The share classes have different ongoing shareholder servicing and/or distribution fees. The initial purchase price for the Common Shares was $25.00 per share. Thereafter, the purchase price per share for each class of Common Shares equals the net asset value (“NAV”) per share, as of the effective date of the monthly share purchase date. Blackstone Securities Partners L.P. (the “Intermediary Manager”) will use its best efforts to sell shares, but is not obligated to purchase or sell any specific amount of shares in the offering. The Company also engages in private offerings of its Common Shares.

83

Blackstone Private Credit Fund

Notes to Condensed Consolidated Financial Statements

(Unaudited)

(in thousands, except share amounts, per share data, percentages and as otherwise noted)

Note 2. Significant Accounting Policies

Basis of Presentation

The condensed consolidated financial statements have been prepared on the accrual basis of accounting in accordance with accounting principles generally accepted in the United States (“GAAP”). As an investment company, the Company applies the accounting and reporting guidance in Accounting Standards Codification (“ASC”) Topic 946, “Financial Services—Investment Companies” (“ASC 946”) issued by the Financial Accounting Standards Board (“FASB”).

The interim condensed consolidated financial statements have been prepared in accordance with GAAP for interim financial information and pursuant to the requirements for reporting on Form 10-Q and Article 6 and Article 10 of Regulation S-X. Accordingly, certain disclosures accompanying the annual consolidated financial statements prepared in accordance with GAAP are omitted. In the opinion of management, all adjustments considered necessary for the fair presentation of the condensed consolidated financial statements for the interim period presented have been included. The current period’s results of operations will not necessarily be indicative of results that ultimately may be achieved for the fiscal year ending December 31, 2024.

All intercompany balances and transactions have been eliminated.

Certain prior period information has been reclassified to conform to the current period presentation.

Use of Estimates

The preparation of condensed 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 condensed consolidated financial statements. Such amounts could differ from those estimates and such differences could be material. Assumptions and estimates regarding the valuation of investments involve a higher degree of judgment and complexity and these assumptions and estimates may be significant to the condensed consolidated financial statements. Actual results may ultimately differ from those estimates.

Consolidation

As provided under ASC 946, the Company will not consolidate its investment in a company other than an investment company subsidiary or a controlled operating company whose business consists of providing services to the Company.

As of June 30, 2024, the Company's consolidated subsidiaries were BCRED Bard Peak Funding LLC (“Bard Peak Funding”), BCRED Bear Peak Funding LLC (“Bear Peak Funding”), BCRED Bison Peak Funding LLC (“Bison Peak Funding”), BCRED Blanca Peak Funding LLC (“Blanca Peak Funding”), BCRED Borah Peak Funding LLC (“Borah Peak Funding”), BCRED Bushnell Peak Funding LLC (“Bushnell Peak Funding”), BCRED Castle Peak Funding LLC (“Castle Peak Funding”), BCRED Denali Peak Funding LLC (“Denali Peak Funding”), BCRED Gannett Peak Funding LLC, BCRED Granite Peak Funding LLC (“Granite Peak Funding”), BCRED Haydon Peak Funding LLC (“Haydon Peak Funding”), BCRED Jacque Peak Funding LLC, BCRED Maroon Peak Funding LLC (“Maroon Peak Funding”), BCRED Meridian Peak Funding LLC (“Meridian Peak Funding”), BCRED Middle Peak Funding LLC (“Middle Peak Funding”), BCRED Monarch Peak Funding LLC (“Monarch Peak Funding”), BCRED Naomi Peak Funding LLC (“Naomi Peak Funding”), BCRED Summit Peak Funding LLC (“Summit Peak Funding”), BCRED Twin Peaks LLC (“Twin Peaks”), BCRED Windom Peak Funding LLC (“Windom Peak Funding”), BCRED BSL WH 2022-1 LLC (“2022-1 BSL WH”), BCRED Investments LLC, BCRED X Holdings LLC, BCRED BSL CLO 2021-1 Ltd., BCRED BSL CLO 2021-1, LLC, BCRED BSL CLO 2021-2, Ltd., BCRED BSL CLO 2021-2, LLC, BCRED BSL CLO 2022-1 Ltd., BCRED BSL CLO 2022-1 LLC, BCRED MML CLO 2021-1 LLC, BCRED MML CLO 2022-1 LLC, BCRED MML CLO 2022-2 LLC, BCRED CLO 2023-1 Depositor LLC (“2023-1 Depositor”), BCRED CLO 2023-1 LLC, BCRED CLO 2024-1 Depositor LLC (“2024-1 Depositor”), BCRED CLO 2024-1 LLC, BCRED Associates GP (Lux) S.à r.l, BCRED Direct Lending I (Lux) SCSp, BCRED C-1 LLC, BCRED C-2 Funding LLC and BCRED C-3 Funding LLC.

84

Blackstone Private Credit Fund

Notes to Condensed Consolidated Financial Statements

(Unaudited)

(in thousands, except share amounts, per share data, percentages and as otherwise noted)

The Company does not consolidate its equity investment in Specialty Lending Company LLC (“SLC”). For further description of the Company’s investment in SLC, see “Note 3. Fees, Expenses, Agreements and Related Party Transactions”.

The Company does not consolidate its investments in the BCRED Emerald JV LP (“Emerald JV”) or BCRED Verdelite JV LP (“Verdelite JV”) joint ventures. For further description of the Company’s joint ventures, see “Note 11. Joint Ventures”.

Cash and Cash Equivalents and Restricted Cash

Cash and cash equivalents consist of demand deposits and highly liquid investments, such as money market funds, with original maturities of three months or less. Cash and cash equivalents are carried at cost, which approximates fair value. The Company deposits its cash and cash equivalents with financial institutions and, at times, may exceed the Federal Deposit Insurance Corporation insured limit.

Restricted cash and cash equivalents and restricted foreign currencies include amounts that are collected and are held by trustees who have been appointed as custodians of the assets securing certain of the Company’s financing transactions. Restricted cash and cash equivalents and restricted foreign currencies are held by the trustees for payment of interest expense and principal on the outstanding borrowings or reinvestment into new assets.

Investments

Investment transactions are recorded on a trade date basis.

Realized gains or losses are measured by the difference between the net proceeds received (excluding prepayment fees, if any) and the amortized cost basis of the investment using the specific identification method without regard to unrealized gains or losses previously recognized, and include investments charged off during the period, net of recoveries, and is recorded within Net realized gain (loss) on the Condensed Consolidated Statements of Operations.

The net change in unrealized gains or losses primarily reflects the change in investment values, including the reversal of previously recorded unrealized gains or losses with respect to investments realized during the period, and is recorded within Net change in unrealized appreciation (depreciation) on the Condensed Consolidated Statements of Operations.

Valuation of Investments

The Company is required to report its investments, including those for which current market values are not readily available, at fair value.

The Company values its investments in accordance with ASC 820, Fair Value Measurements (“ASC 820”), which defines fair value as the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the applicable measurement date, and Rule 2a-5 under the 1940 Act.

Under ASC 820, fair value is based on observable market prices or parameters or derived from such prices or parameters when such quotations are readily available. In accordance with Rule 2a-5 under the 1940 Act, fair value means the value of a portfolio investment for which market quotations are not readily available. A market quotation is “readily available” only when it is a quoted price (unadjusted) in active markets for identical instruments that a fund can access at the measurement date, provided that such a quotation is not considered to be readily available if it is not reliable.

Where prices or inputs are not available or, in the judgment of the Board, with assistance of the Adviser, the Audit Committee and independent valuation firm(s), determine to be not reliable, valuation techniques based on the facts and circumstances of the particular investment will be utilized. These valuation approaches involve some level of management estimation and judgment, the degree of which is dependent on the price transparency for the investments or market and the investments’ complexity. In the absence of observable, reliable market prices, the Company values its investments using various valuation methodologies applied on a consistent basis.

85

Blackstone Private Credit Fund

Notes to Condensed Consolidated Financial Statements

(Unaudited)

(in thousands, except share amounts, per share data, percentages and as otherwise noted)

An enterprise value (“EV”) analysis is generally performed to determine the value of equity investments, control debt investments and non-control debt investments that are credit-impaired, and to determine if debt investments are credit-impaired. The Adviser will generally utilize approaches including the market approach, the income approach or both approaches, as appropriate, when calculating EV. The primary method for determining EV for non-control investments, and control investments without reliable projections, uses a multiple analysis whereby appropriate multiples are applied to the portfolio company’s earnings before interest, taxes, depreciation and amortization (“EBITDA”) or another key financial metric (e.g., such as revenues, cash flows or net income) (“Performance Multiple”). Performance Multiples are typically determined based upon a review of publicly traded comparable companies and market comparable transactions, if any. The second method for determining EV (and primary method for control investments with reliable projections) uses a discounted cash flow analysis whereby future expected cash flows and the anticipated terminal value of the portfolio company are discounted to determine a present value using estimated discount rates. The income approach is generally used when the Adviser has visibility into the long term projected cash flows of a portfolio company.

If debt investments are credit-impaired, which occurs when there is insufficient coverage under the enterprise value analysis through the respective investment’s position in the capital structure, the Adviser generally uses the enterprise value “waterfall” approach or a recovery method (if a liquidation or restructuring is deemed likely) to determine fair value. For debt investments that are not determined to be credit-impaired, the Adviser generally uses a market interest rate yield analysis to determine fair value. To determine fair value using a yield analysis, the expected cash flows are projected based on the contractual terms of the debt security and discounted back to the measurement date based on a market yield. A market yield is determined based upon an assessment of current and expected market yields for similar investments and risk profiles. The Company considers the current contractual interest rate, the maturity and other terms of the investment relative to risk of the company and the specific investment. A key determinant of risk, among other things, is the leverage through the investment relative to the enterprise value of the portfolio company. As debt investments held by the Company are substantially illiquid with no active transaction market, the Company depends on primary market data, including newly funded transactions, as well as secondary market data with respect to high yield debt instruments and syndicated loans, as inputs in determining the appropriate market yield, as applicable. The fair value of loans with call protection is generally capped at par plus applicable prepayment premium in effect at the measurement date.

ASC 820 prioritizes the use of observable market prices derived from such prices. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). The levels used for classifying investments are not necessarily an indication of the risk associated with investing in these securities. The three levels of the fair value hierarchy are as follows:

•Level 1: Inputs to the valuation methodology are quoted prices available in active markets for identical instruments as of the reporting date. The types of financial instruments included in Level 1 include unrestricted securities, including equities and derivatives, listed in active markets.

•Level 2: Inputs to the valuation methodology are other than quoted prices in active markets, which are either directly or indirectly observable as of the reporting date. The types of financial instruments in this category include less liquid and restricted securities listed in active markets, securities traded in other than active markets, government and agency securities and certain over-the-counter derivatives where the fair value is based on observable inputs.

•Level 3: Inputs to the valuation methodology are unobservable and significant to overall fair value measurement. The inputs into the determination of fair value require significant management judgment or estimation. Financial instruments that are included in this category include debt and equity investments in privately held entities, collateralized loan obligations (“CLOs”) and certain over-the-counter derivatives where the fair value is based on unobservable inputs.

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 Board’s assessment, with the assistance of the Adviser, the Audit Committee and independent valuation firm(s), of the significance of a particular input to the fair value measurement in its entirety requires judgment, and considers factors specific to the investment. Transfers between levels, if any, are recognized at the beginning of the quarter in which the transfer occurs.

86

Blackstone Private Credit Fund

Notes to Condensed Consolidated Financial Statements

(Unaudited)

(in thousands, except share amounts, per share data, percentages and as otherwise noted)

The Company evaluates the source of the inputs, including any markets in which its investments are trading (or any markets in which securities with similar attributes are trading), in determining fair value. When an investment is valued based on prices provided by reputable dealers or pricing services (that is, broker quotes), the Company subjects those prices to various criteria in making the determination as to whether a particular investment would qualify for treatment as a Level 2 or Level 3 investment.

Due to the inherent uncertainty of determining the fair value of investments that do not have a readily available market value, the fair value of the Company’s investments may fluctuate from period to period, and these differences could be material. Additionally, the fair value of the Company’s investments may differ significantly from the values that would have been used had a ready market existed for such investments and may differ materially from the values that the Company may ultimately realize. Further, such investments are generally subject to legal and other restrictions on resale or otherwise are less liquid than publicly traded securities. If the Company was required to liquidate a portfolio investment in a forced or liquidation sale, it could realize significantly less than the value at which the Company has recorded it. In addition, changes in the market environment and other events that may occur over the life of the investments may cause the gains or losses ultimately realized on these investments to be different than the unrealized gains or losses reflected in the valuations currently assigned. See “Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations—Critical Accounting Estimates”.

Receivables/Payables From Investments Sold/Purchased

Receivables/payables from investments sold/purchased consist of amounts receivable to or payable by the Company for transactions that have not settled at the reporting date.

Derivative Instruments

The Company recognizes all derivative instruments as assets or liabilities at fair value in its Condensed Consolidated Statements of Assets and Liabilities as Derivative assets at fair value and Derivative liabilities at fair value, respectively.

In the normal course of business, the Company has commitments and risks resulting from its investment transactions, which may include those involving derivative instruments. Derivative instruments are measured in terms of the notional contract amount and derive their value based upon one or more underlying instruments. While the notional amount gives some indication of the Company’s derivative activity, it generally is not exchanged, but is only used as the basis on which interest and other payments are exchanged. Derivative instruments are subject to various risks similar to non-derivative instruments including market, credit, liquidity, and operational risks. The Company manages these risks on an aggregate basis as part of its risk management process.

From time to time, the Company may enter into forward currency contracts which is an obligation between two parties to purchase or sell a specific currency for an agreed-upon price at a future date. The Company utilizes forward currency contracts to economically hedge the currency exposure associated with certain foreign-denominated debt issued by the Company. The use of forward currency contracts does not eliminate fluctuations in the price of the underlying debt the Company has, but establishes a rate of exchange in advance. Fluctuations in the value of these contracts are measured by the difference in the exchange rates on the contract date and reporting date and are recorded as net change in unrealized appreciation (depreciation). The fair value of the foreign currency forwards are included as Derivative assets at fair value or Derivative liabilities at fair value on the Company's Condensed Consolidated Statements of Assets and Liabilities. Changes in the fair value of the foreign currency forwards are presented in Net realized gains (losses) and Net change in unrealized appreciation (depreciation) in the Condensed Consolidated Statements of Operations. Additionally, the Company uses interest rate swaps to mitigate interest rate risk associated with the Company's fixed rate liabilities. The fair value of the interest rate swaps are included as a Derivative assets at fair value or Derivative liabilities at fair value on the Company's Condensed Consolidated Statements of Assets and Liabilities. Changes in fair value of interest rate swaps entered into by the Company and not designated as hedging instruments are presented in Net realized gains (losses) and Net change in unrealized appreciation (depreciation) in the Condensed Consolidated Statements of Operations.

The Company designated certain interest rate swaps as the hedging instrument in a qualifying fair value hedge accounting relationship, and therefore the change in fair value of the hedging instrument and hedged item are recorded in Interest expense and recognized as components of Interest expense in the Condensed Consolidated Statements of Operations. The change in fair value of the interest rate swap is offset by a change in the carrying value of the fixed rate debt.

87

Blackstone Private Credit Fund

Notes to Condensed Consolidated Financial Statements

(Unaudited)

(in thousands, except share amounts, per share data, percentages and as otherwise noted)

The Company has elected to not offset derivative assets and derivative liabilities in its Condensed Consolidated Statements of Assets and Liabilities including for the cash collateral, that may be received or paid as part of collateral arrangements, even when an enforceable master netting agreement is in place that provides the Company, in the event of counterparty default, the right to liquidate collateral and the right to offset a counterparty’s rights and obligations.

Foreign Currency Transactions

Amounts denominated in foreign currencies are translated into U.S. dollars on the following basis: (i) investments and other assets and liabilities denominated in foreign currencies are translated into U.S. dollars based upon currency exchange rates effective on the last business day of the period; and (ii) purchases and sales of investments, borrowings and repayments of such borrowings, income, and expenses denominated in foreign currencies are translated into U.S. dollars based upon currency exchange rates prevailing on the transaction dates.

The Company includes net changes in fair values on investments held resulting from foreign exchange rate fluctuations in foreign currency and other transactions in the Condensed Consolidated Statements of Operations, if any.

Foreign security and currency transactions may involve certain considerations and risks not typically associated with investing in U.S. companies and U.S. government securities. These risks include, but are not limited to, currency fluctuations and revaluations and future adverse political, social and economic developments, which could cause investments in foreign markets to be less liquid and prices more volatile than those of comparable U.S. companies or U.S. government securities.

Revenue Recognition

Interest Income

Interest income is recorded on an accrual basis and includes the accretion of discounts and amortizations of premiums. Discounts from and premiums to par value on debt investments purchased are accreted/amortized into interest income over the life of the respective security using the effective interest method. The amortized cost of debt investments represents the original cost, including loan origination fees and upfront fees received that are deemed to be an adjustment to yield, adjusted for the accretion of discounts and amortization of premiums, if any. Upon prepayment of a loan or debt security, any prepayment premiums, unamortized upfront loan origination fees and unamortized discounts are recorded as interest income in the current period. For the three and six months ended June 30, 2024, the Company recorded $26.9 million and $33.7 million, respectively, in non-recurring interest income (e.g., prepayment premiums, accelerated accretion of upfront loan origination fees and unamortized discounts, etc.). For the three and six months ended June 30, 2023, the Company recorded $4.6 million and $6.5 million, respectively, in non-recurring interest income.

PIK Income

The Company has loans in its portfolio that contain payment-in-kind (“PIK”) provisions. PIK represents interest that is accrued and recorded as interest income at the contractual rates, increases the loan principal on the respective capitalization dates, and is generally due at maturity. Such income is included in Payment-in-kind interest income in the Condensed Consolidated Statements of Operations. If at any point the Company believes PIK is not expected to be realized, the investment generating PIK will be placed on non-accrual status. When a PIK investment is placed on non-accrual status, the accrued, uncapitalized interest is generally reversed through payment-in-kind interest income. To satisfy the Company’s annual RIC distribution requirements, this non-cash source of income must be included in determining the amounts to be paid out to shareholders in the form of dividends, even though the Company has not yet collected cash.

Dividend Income

Dividend income on preferred equity securities and on the Company’s equity interests in its joint ventures are recorded on an accrual basis to the extent that such amounts are payable by the portfolio company and are expected to be collected. Dividend income on common equity securities is recorded on the record date for private portfolio companies or on the ex-dividend date for publicly-traded portfolio companies.

88

Blackstone Private Credit Fund

Notes to Condensed Consolidated Financial Statements

(Unaudited)

(in thousands, except share amounts, per share data, percentages and as otherwise noted)

Fee Income

The Company may receive various fees in the ordinary course of business such as structuring, consent, waiver, amendment, syndication and other miscellaneous fees as well as fees for managerial assistance rendered by the Company to the portfolio companies. Such fees are recognized as income when earned or the services are rendered.

Non-Accrual Income

Loans are generally placed on non-accrual status when there is reasonable doubt whether principal or interest will be collected in full. Accrued interest is generally reversed when a loan is placed on non-accrual status. Additionally, any original issue discount and market discount are no longer accreted to interest income as of the date the loan is placed on non-accrual status. Interest payments received on non-accrual loans may be recognized as income or applied to principal depending upon management’s judgment regarding collectability. Non-accrual loans are restored to accrual status when past due principal and interest is paid current and, in management’s judgment, are likely to remain current. Management may make exceptions to this treatment and determine to not place a loan on non-accrual status if the loan has sufficient collateral value and is in the process of collection.

For further information regarding the non-accrual status of investments refer to “Note 4. Investments”.

Organization Expenses and Offering Expenses

Costs associated with the organization of the Company are expensed as incurred. These expenses consist primarily of legal fees and other costs of organizing the Company.

Costs associated with the offering of the Company’s shares are capitalized as Deferred offering costs in the Condensed Consolidated Statements of Assets and Liabilities and amortized over a twelve-month period from incurrence. These expenses consist primarily of legal fees and other costs incurred in connection with the Company’s continuous offering.

Deferred Financing Costs and Debt Issuance Costs

Deferred financing and debt issuance costs represent fees and other direct incremental costs incurred in connection with the Company’s borrowings. These expenses are deferred and amortized into interest expense over the life of the related debt instrument. Deferred financing costs related to revolving credit facilities are presented separately as an asset on the Company’s Condensed Consolidated Statements of Assets and Liabilities. Debt issuance costs related to any issuance of installment debt or notes are presented net against the outstanding debt balance of the related security.

Income Taxes

The Company has elected to be treated as a BDC under the 1940 Act. The Company also has elected to be treated as a RIC under the Code. So long as the Company 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 Company would represent obligations of the Company’s investors and would not be reflected in the condensed consolidated financial statements of the Company.

The Company evaluates tax positions taken or expected to be taken in the course of preparing its condensed 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.

89

Blackstone Private Credit Fund

Notes to Condensed Consolidated Financial Statements

(Unaudited)

(in thousands, except share amounts, per share data, percentages and as otherwise noted)

To qualify for and maintain qualification as a RIC, the Company must, among other things, meet certain source-of-income and asset diversification requirements. In addition, to qualify for taxation as a RIC, the Company 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.

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

Allocation of Income, Expenses, Gains and Losses

Income, expenses (other than those attributable to a specific class), gains and losses are allocated to each class of shares based upon the relative proportion of net assets represented by such class. Operating expenses directly attributable to a specific class are charged against the operations of that class.

Distributions

Distributions to shareholders are recorded on the record date. All distributions will be paid at the discretion of the Board and will depend on the Company’s earnings, financial condition, maintenance of the Company’s tax treatment as a RIC, compliance with applicable BDC regulations and such other factors as the Board may deem relevant from time to time. Although the gross distribution per share is generally equivalent for each share class, the net distribution for each share class is reduced for any class specific expenses, including distribution and shareholder servicing fees, if any.

Recent Accounting Pronouncements

In November 2023, the FASB issued ASU 2023-07 “Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures,” (“ASU 2023-07”). ASU 2023-07 enhances the disclosures required for reportable segments on an annual and interim basis. ASU 2023-07 is effective on a retrospective basis for annual periods beginning after December 15, 2023, for interim periods within fiscal years beginning after December 15, 2024, and early adoption is permitted. The Company does not expect the adoption of ASU 2023-07 to have a material impact on its consolidated financial statements.

In December 2023, the FASB issued ASU 2023-09 “Income Taxes (Topic 740): Improvements to Income Tax Disclosures,” (“ASU 2023-09”). ASU 2023-09 requires additional disaggregated disclosures on the entity’s effective tax rate reconciliation and additional details on income taxes paid. ASU 2023-09 is effective on a prospective basis, with the option for retrospective application, for annual periods beginning after December 15, 2024 and early adoption is permitted. The Company does not expect the adoption of ASU 2023-09 to have a material impact on its consolidated financial statements.

Note 3. Fees, Expenses, Agreements and Related Party Transactions

Investment Advisory Agreement

On October 5, 2020, the Company entered into an investment advisory agreement with the Adviser (the “Investment Advisory Agreement”), pursuant to which the Adviser manages the Company on a day-to-day basis. The Adviser is responsible for originating prospective investments, conducting research and due diligence investigations on potential investments, analyzing investment opportunities, negotiating and structuring the Company’s investments and monitoring its investments and portfolio companies on an ongoing basis.

90

Blackstone Private Credit Fund

Notes to Condensed Consolidated Financial Statements

(Unaudited)

(in thousands, except share amounts, per share data, percentages and as otherwise noted)

On August 2, 2022, the Company and the Adviser entered into an amended and restated investment advisory agreement (the “Amended and Restated Investment Advisory Agreement”), which was approved by the Board, including a majority of the trustees who are not “interested persons” (as such term is defined in Section 2(a)(19) of the 1940 Act) (the “Independent Trustees”). The Amended and Restated Investment Advisory Agreement altered the Investment Advisory Agreement by removing certain “sunset” provisions that previously stated that certain requirements of the North American Securities Administrators Association (“NASAA”) Omnibus Guidelines would no longer apply if the Company’s shares become “covered securities” within the meaning of Section 18 of the Securities Act of 1933, as amended, and amending certain undertakings provisions, including to clarify compliance with NASAA Omnibus Guidelines. No other changes were made to the Investment Advisory Agreement.

The Investment Advisory Agreement was effective for an initial two-year term and will remain in effect from year-to-year thereafter if approved annually by a majority of the Board or by the holders of a majority of the Company’s outstanding voting securities and, in each case, a majority of the independent trustees. The Company may terminate the Investment Advisory Agreement, without payment of any penalty, upon 60 days’ written notice. The Investment Advisory Agreement will automatically terminate in the event of its assignment within the meaning of the 1940 Act and related SEC guidance and interpretations. The Investment Advisory Agreement was renewed and approved by the Board, including a majority of the Independent Trustees, on May 1, 2024, for a one-year period ending on May 31, 2025.

The Company pays the Adviser a fee for its services under the Investment Advisory Agreement consisting of two components: a management fee and an incentive fee. The cost of both the management fee and the incentive fee will ultimately be borne by the shareholders. Substantial additional fees and expenses may also be charged by the Administrator to the Company, which is an affiliate of the Adviser.

Base Management Fees

The management fee is payable monthly and is settled and paid quarterly in arrears at an annual rate of 1.25% of the value of the Company’s net assets as of the beginning of the first calendar day of the applicable month. For purposes of the Investment Advisory Agreement, net assets means the Company’s total assets less liabilities determined on a consolidated basis in accordance with GAAP. The management fee calculation will be prorated for any partial months, including the first calendar month in which the Company commenced operations.

For the three and six months ended June 30, 2024, base management fees were $104.3 million and $199.7 million, respectively. For the three and six months ended June 30, 2023, base management fees were $75.6 million and $149.2 million, respectively. As of June 30, 2024 and December 31, 2023, $104.3 million and $87.3 million, respectively, was payable to the Adviser relating to management fees.

Incentive Fees

The incentive fees consist of two components that are determined independently of each other, with the result that one component may be payable even if the other is not. One component is based on income and the other component is based on capital gains, each as described below.

91

Blackstone Private Credit Fund

Notes to Condensed Consolidated Financial Statements

(Unaudited)

(in thousands, except share amounts, per share data, percentages and as otherwise noted)

(i) Income based incentive fees

The first part of the Company’s incentive fee is based on Pre-Incentive Fee Net Investment Income Returns. “Pre-Incentive Fee Net Investment Income Returns” means, as the context requires, either the dollar value of, or percentage rate of return on the value of net assets at the end of the immediate preceding quarter from, interest income, dividend income and any other income (including any other fees (other than fees for providing managerial assistance), such as commitment, origination, structuring, diligence and consulting fees or other fees that the Company receives from portfolio companies) accrued during the calendar quarter, minus operating expenses accrued for the quarter (including the management fee, expenses payable under an administration agreement entered into between the Company and the Administrator (“Administration Agreement”), and any interest expense or fees on any credit facilities or outstanding debt and dividends paid on any issued and outstanding preferred shares, but excluding the incentive fee and any shareholder servicing and/or distribution fees). Pre-Incentive Fee Net Investment Income Returns include, in the case of investments with a deferred interest feature (such as original issue discount, debt instruments with PIK interest and zero coupon securities), accrued income that has not yet been received in cash. Pre-Incentive Fee Net Investment Income Returns do not include any realized capital gains, realized capital losses or unrealized capital appreciation or depreciation. The impact of expense support payments and recoupments are also excluded from Pre-Incentive Fee Net Investment Income Returns. Shareholders may be charged a fee on an income amount that is higher than the income they may ultimately receive.

Pre-Incentive Fee Net Investment Income Returns, expressed as a rate of return on the value of the Company’s net assets at the end of the immediate preceding quarter, is compared to a “hurdle rate” of return of 1.25% per quarter (5.0% annualized).

The Company pays its Adviser an income based incentive fee quarterly in arrears with respect to the Company’s Pre-Incentive Fee Net Investment Income Returns in each calendar quarter as follows:

•No incentive fee based on Pre-Incentive Fee Net Investment Income Returns in any calendar quarter in which Pre-Incentive Fee Net Investment Income Returns do not exceed the hurdle rate of 1.25% per quarter (5.0% annualized);

•100% of the dollar amount of Pre-Incentive Fee Net Investment Income Returns with respect to that portion of such Pre-Incentive Fee Net Investment Income Returns, if any, that exceeds the hurdle rate but is less than a rate of return of 1.43% (5.72% annualized). The Company refers to this portion of the Pre-Incentive Fee Net Investment Income Returns (which exceeds the hurdle rate but is less than 1.43%) as the “catch-up.” This “catch-up” is meant to provide the Adviser with approximately 12.5% of Pre-Incentive Fee Net Investment Income Returns as if a hurdle rate did not apply if this net investment income exceeds 1.43% in any calendar quarter; and

•12.5% of the dollar amount of Pre-Incentive Fee Net Investment Income Returns, if any, that exceed a rate of return of 1.43% (5.72% annualized).

These calculations are prorated for any period of less than three months, including the first quarter the Company commenced operations, and are adjusted for any share issuances or repurchases during the relevant quarter.

(ii) Capital gains incentive fees

The second part of the incentive fee is determined and payable in arrears as of the end of each calendar year in an amount equal to 12.5% of cumulative realized capital gains from inception through the end of such calendar year, computed net of all realized capital losses and unrealized capital depreciation on a cumulative basis, less the aggregate amount of any previously paid incentive fee on capital gains as calculated in accordance with GAAP.

For the three and six months ended June 30, 2024, the Company accrued income based incentive fees of $134.2 million and $259.6 million, respectively. For the three and six months ended June 30, 2023, the Company accrued income based incentive fees of $109.5 million and $210.3 million, respectively. As of June 30, 2024 and December 31, 2023, there was $134.2 million and $122.9 million, respectively, payable to the Adviser for the income based incentive fees.

For the three and six months ended June 30, 2024 and 2023, the Company accrued no capital gains incentive fees.

92

Blackstone Private Credit Fund

Notes to Condensed Consolidated Financial Statements

(Unaudited)

(in thousands, except share amounts, per share data, percentages and as otherwise noted)

Administration Agreement

On October 5, 2020, the Company entered into the Administration Agreement with the Administrator. Under the terms of the Administration Agreement, the Administrator provides, or oversees the performance of, administrative and compliance services, including, but not limited to, maintaining financial records, overseeing the calculation of NAV, compliance monitoring (including diligence and oversight of the Company’s other service providers), preparing reports to shareholders and reports filed with the SEC and other regulators, preparing materials and coordinating meetings of the Company’s Board, managing the payment of expenses, the payment of receipt of funds for investments and the performance of administrative and professional services rendered by others and providing office space, equipment and office services. The Company will reimburse the Administrator for the costs and expenses incurred by the Administrator in performing its obligations under the Administration Agreement. Such reimbursement will include the Company’s allocable portion of compensation, overhead (including rent, office equipment and utilities) and other expenses incurred by the Administrator in performing its administrative obligations under the Administration Agreement, including but not limited to: (i) the Company’s chief compliance officer, chief financial officer and their respective staffs; (ii) investor relations, legal, operations and other non-investment professionals (including information technology professionals) at the Administrator that perform duties for the Company; and (iii) any internal audit group personnel of Blackstone or any of its affiliates, subject to the limitations described in Investment Advisory and Administration Agreements. In addition, pursuant to the terms of the Administration Agreement, the Administrator may delegate its obligations under the Administration Agreement to an affiliate or to a third party and the Company will reimburse the Administrator for any services performed for the Company by such affiliate or third party. The Administrator hired a sub-administrator to assist in the provision of administrative services. The sub-administrator will receive compensation for its sub-administrative services under a sub-administration agreement.

Unless earlier terminated as described below, the Administration Agreement was effective for an initial two-year term and will remain in effect from year-to-year thereafter if approved annually by a majority of the Board or by the holders of a majority of the Company’s outstanding voting securities and, in each case, a majority of the independent trustees. The Company may terminate the Administration Agreement, without payment of any penalty, upon 60 days’ written notice. The Administration Agreement was most recently renewed and approved by the Board, including a majority of the independent trustees, on May 1, 2024, for a one-year period.

For the three and six months ended June 30, 2024, the Company incurred $1.9 million and $3.7 million, respectively, in expenses under the Administration Agreement, which were recorded in Administrative service expenses in the Company’s Condensed Consolidated Statements of Operations. For the three and six months ended June 30, 2023, the Company incurred $1.4 million and $3.4 million, respectively, in expenses under the Administration Agreement, which were recorded in Administrative service expenses in the Company’s Condensed Consolidated Statements of Operations.

As of June 30, 2024 and December 31, 2023, $1.9 million and $2.3 million, respectively, was unpaid and included in Due to affiliates in the Condensed Consolidated Statements of Assets and Liabilities, respectively.

Sub-Administration Agreement

On October 5, 2020, the Administrator entered into a sub-administration agreement (the “Sub-Administration Agreement”) with State Street Bank and Trust Company. The sub-administrator will receive compensation for its sub-administrative services under the Sub-Administration Agreement.

Intermediary Manager Agreement

On October 5, 2020, the Company entered into an intermediary manager agreement (the “Intermediary Manager Agreement”) with Blackstone Securities Partners L.P. (the “Intermediary Manager”), an affiliate of the Adviser. Pursuant to the Intermediary Manager Agreement, no upfront transaction fee will be paid with respect to Class I shares, Class S shares or Class D shares, however, if shareholders purchase Class S shares or Class D shares through certain financial intermediaries, they may directly charge shareholders transaction or other fees, including upfront placement fees or brokerage commissions, in such amount as they may determine, provided that selling agents limit such charges to a 1.5% cap on NAV for Class D shares and 3.5% cap on NAV for Class S shares. Under the terms of the Intermediary Manager Agreement, the Intermediary Manager will serve as the intermediary manager for the Company’s public offering of its Common Shares. The Intermediary Manager will be entitled to receive shareholder servicing and/or distribution fees monthly in arrears at an annual rate of 0.85% and

93

Blackstone Private Credit Fund

Notes to Condensed Consolidated Financial Statements

(Unaudited)

(in thousands, except share amounts, per share data, percentages and as otherwise noted)

0.25% of the value of the Company’s net assets attributable to Class S and Class D shares, respectively, as of the beginning of the first calendar day of the month. No shareholder servicing and/or distribution fees will be paid with respect to Class I shares. The shareholder servicing and/or distribution fees will be payable to the Intermediary Manager, but the Intermediary Manager anticipates that all or a portion of the shareholder servicing fees and/or distribution fees will be retained by, or reallowed (paid) to, participating brokers.

The Company will cease paying the shareholder servicing and/or distribution fees on the Class S shares and Class D shares on the earlier to occur of the following: (i) a listing of Class I shares, (ii) a merger or consolidation with or into another entity, or the sale or other disposition of all or substantially all of the Company’s assets or (iii) the date following the completion of the primary portion of the offering on which, in the aggregate, underwriting compensation from all sources in connection with the offering, including the shareholder servicing and/or distribution fees and other underwriting compensation, is equal to 10% of the gross proceeds from the primary offering. In addition, consistent with the exemptive relief allowing the Company to offer multiple classes of shares, at the end of the month in which the Intermediary Manager in conjunction with the transfer agent determines that total transaction or other fees, including upfront placement fees or brokerage commissions, and shareholder servicing and/or distribution fees paid with respect to the shares held in a shareholder’s account would exceed, in the aggregate, 10% of the gross proceeds from the sale of such shares (or a lower limit as determined by the Intermediary Manager or the applicable selling agent), the Company will cease paying the shareholder servicing and/or distribution fee on the Class S shares and Class D shares in such shareholder’s account. Compensation paid with respect to the shares in a shareholder’s account will be allocated among each share such that the compensation paid with respect to each individual share will not exceed 10% of the offering price of such share. The Company may modify this requirement in a manner that is consistent with applicable exemptive relief. At the end of such month, the Class S shares or Class D shares in such shareholder’s account will convert into a number of Class I shares (including any fractional shares), with an equivalent aggregate NAV as such Class S or Class D shares.

The Intermediary Manager is a broker-dealer registered with the SEC and is a member of the Financial Industry Regulatory Authority (“FINRA”).

The Intermediary Manager Agreement may be terminated at any time, without the payment of any penalty, by vote of a majority of the Company’s trustees who are not “interested persons,” as defined in the 1940 Act, of the Company and who have no direct or indirect financial interest in the operation of the Company’s distribution plan or the Intermediary Manager Agreement or by vote a majority of the outstanding voting securities of the Company, on not more than 60 days’ written notice to the Intermediary Manager or the Adviser. The Intermediary Manager Agreement will automatically terminate in the event of its assignment, as defined in the 1940 Act.

Distribution and Servicing Plan

On October 5, 2020, the Board approved a distribution and servicing plan (the “Distribution and Servicing Plan”). The following table shows the shareholder servicing and/or distribution fees the Company pays the Intermediary Manager with respect to Class I, Class S and Class D shares on an annualized basis as a percentage of the Company’s NAV for such class.

	Shareholder Servicing and/or Distribution Fee as a % of NAV
Class I shares	—
Class S shares	0.85	%
Class D shares	0.25	%

The shareholder servicing and/or distribution fees is paid monthly in arrears, calculated using the NAV of the applicable class as of the beginning of the first calendar day of the month and subject to FINRA and other limitations on underwriting compensation.

94

Blackstone Private Credit Fund

Notes to Condensed Consolidated Financial Statements

(Unaudited)

(in thousands, except share amounts, per share data, percentages and as otherwise noted)

The Intermediary Manager will reallow (pay) all or a portion of the shareholder servicing and/or distribution fees to participating brokers and servicing brokers for ongoing shareholder services performed by such brokers, and will waive shareholder servicing and/or distribution fees to the extent a broker is not eligible to receive it for failure to provide such services. Because the shareholder servicing and/or distribution fees with respect to Class S shares and Class D shares are calculated based on the aggregate NAV for all of the outstanding shares of each such class, it reduces the NAV with respect to all shares of each such class, including shares issued under the Company’s distribution reinvestment plan.

Eligibility to receive the shareholder servicing and/or distribution fee is conditioned on a broker providing the following ongoing services with respect to the Class S or Class D shares: assistance with recordkeeping, answering investor inquiries regarding the Company, including regarding distribution payments and reinvestments, helping investors understand their investments upon their request, and assistance with share repurchase requests. If the applicable broker is not eligible to receive the shareholder servicing and/or distribution fee due to failure to provide these services, the Intermediary Manager will waive the shareholder servicing fee and/or distribution that broker would have otherwise been eligible to receive. The shareholder servicing and/or distribution fees are ongoing fees that are not paid at the time of purchase.

For the three and six months ended June 30, 2024, the Company accrued distribution and shareholder servicing fees of $23.3 million and $44.7 million, respectively, which were attributable to Class S shares. For the three and six months ended June 30, 2024, the Company accrued distribution and shareholder servicing fees of $0.3 million and $0.6 million, respectively, which were attributable to Class D shares.

For the three and six months ended June 30, 2023, the Company accrued distribution and shareholder servicing fees of $16.3 million and $31.7 million, respectively, which were attributable to Class S shares. For the three and six months ended June 30, 2023, the Company accrued distribution and shareholder servicing fees of $0.1 million and $0.7 million, respectively, which were attributable to Class D shares.

Expense Support and Conditional Reimbursement Agreement

On October 5, 2020, the Company entered into an expense support and conditional reimbursement agreement (the “Expense Support Agreement”) with the Adviser. The Adviser may elect to pay certain Company expenses on the Company’s behalf (each, an “Expense Payment”), provided that no portion of the payment will be used to pay any interest expense or shareholder servicing and/or distribution fees of the Company. Any Expense Payment that the Adviser has committed to pay must be paid by the Adviser to the Company in any combination of cash or other immediately available funds no later than forty-five days after such commitment was made in writing, and/or offset against amounts due from the Company to the Adviser or its affiliates.

Following any calendar month in which Available Operating Funds (as defined below) exceed the cumulative distributions accrued to the Company’s shareholders based on distributions declared with respect to record dates occurring in such calendar month (the amount of such excess being hereinafter referred to as “Excess Operating Funds”), the Company shall pay such Excess Operating Funds, or a portion thereof, to the Adviser until such time as all Expense Payments made by the Adviser to the Company within three years prior to the last business day of such calendar month have been reimbursed. Any payments required to be made by the Company to the Adviser are referred to herein as a “Reimbursement Payment.” “Available Operating Funds” means the sum of (i) the Company’s net investment company taxable income (including net short-term capital gains reduced by net long-term capital losses), (ii) the Company’s net capital gains (including the excess of net long-term capital gains over net short-term capital losses) and (iii) dividends and other distributions paid to the Company on account of investments in portfolio companies (to the extent such amounts listed in clause (iii) are not included under clauses (i) and (ii) above).

The Company’s obligation to make a Reimbursement Payment shall automatically become a liability of the Company on the last business day of the applicable calendar month, except to the extent the Adviser has waived its right to receive such payment for the applicable month.

For the three and six months ended June 30, 2024 and 2023, the Adviser made no Expense Payments and there were no Reimbursement Payments made to the Adviser.

95

Blackstone Private Credit Fund

Notes to Condensed Consolidated Financial Statements

(Unaudited)

(in thousands, except share amounts, per share data, percentages and as otherwise noted)

Controlled/Affiliated Portfolio Companies

Under the 1940 Act, the Company is required to separately identify non-controlled investments where it owns 5% or more of a portfolio company’s outstanding voting securities and/or has the power to exercise control over the management or policies of such portfolio company as investments in “affiliated” companies. In addition, under the 1940 Act, the Company is required to separately identify investments where it owns more than 25% of a portfolio company’s outstanding voting securities and/or has the power to exercise control over the management or policies of such portfolio company as investments in “controlled” companies. Under the 1940 Act, “non-affiliated investments” are defined as investments that are neither controlled investments nor affiliated investments. Detailed information with respect to the Company’s non-controlled, non-affiliated; non-controlled, affiliated; and controlled affiliated investments is contained in the accompanying condensed consolidated financial statements, including the Condensed Consolidated Schedule of Investments.

On October 11, 2021, a wholly-owned subsidiary of the Company and a third-party investor entered into a limited liability company agreement with SLC. SLC is a specialty finance company focused on investing in consumer credit and is led by a management team with deep expertise in the consumer finance industry. The investment in SLC allows the Company to gain exposure to a different asset class than its core investing focus of senior secured lending to U.S. private companies. As of June 30, 2024 and December 31, 2023, a wholly-owned subsidiary of the Company had committed $315.0 million and $315.0 million, respectively. As of June 30, 2024 and December 31, 2023, $38.2 million and $64.0 million of capital remained uncalled from the Company, respectively. The Company does not consolidate its equity interest in SLC.

In addition, the Company has made investments in joint ventures that have been considered controlled/affiliated companies, including Emerald JV and Verdelite JV. For further description of the Emerald JV and Verdelite JV, see “Note 11. Joint Ventures”.

Note 4. Investments

The composition of the Company’s investment portfolio at cost and fair value was as follows:

	June 30, 2024						December 31, 2023
	Cost		Fair Value		% of Total Investments at Fair Value		Cost		Fair Value		% of Total Investments at Fair Value
First lien debt	$	51,145,763	$	50,804,391	90.9	%	$	45,837,261	$	45,534,013	89.7	%
Second lien debt	1,589,299		1,557,628		2.8		1,826,541		1,736,088		3.4
Unsecured debt	27,097		27,365		0.0		18,182		18,171		0.0
Structured finance obligations - debt instruments	498,369		503,670		0.9		443,228		436,863		0.9
Investments in joint ventures	1,932,706		1,956,810		3.5		2,120,206		2,161,525		4.3
Equity and other (1)(2)	916,390		1,025,132		1.9		776,305		857,251		1.7
Total	$	56,109,624	$	55,874,996	100.0	%	$	51,021,723	$	50,743,911	100.0	%

(1)Includes equity investment in SLC.

(2)“Other” includes subordinated notes representing the equity of third party managed collateralized loan obligations (“CLO”) vehicles.

96

Blackstone Private Credit Fund

Notes to Condensed Consolidated Financial Statements

(Unaudited)

(in thousands, except share amounts, per share data, percentages and as otherwise noted)

The industry composition of investments at fair value was as follows:

	June 30, 2024		December 31, 2023
Aerospace & Defense	1.4	%	1.4	%
Air Freight & Logistics	2.2		2.6
Airlines (2)	0.0		0.1
Auto Components	0.1		0.1
Beverages	0.1		0.1
Biotechnology (2)(3)	0.0		0.0
Broadline Retail (2)	0.0		—
Building Products	1.6		2.1
Capital Markets	0.4		0.5
Chemicals	0.5		0.2
Commercial Services & Supplies	4.3		4.0
Construction Materials	0.1		0.1
Construction & Engineering	0.9		0.7
Containers & Packaging	0.2		0.3
Distributors	1.2		1.1
Diversified Consumer Services	3.1		2.7
Diversified Financial Services (1)	2.4		2.4
Diversified REITs (2)	0.0		—
Diversified Telecommunication Services	0.5		0.5
Electrical Equipment	0.4		0.5
Electronic Equipment, Instruments & Components	0.2		1.1
Electric Utilities	0.2		0.2
Energy Equipment & Services	0.1		0.1
Entertainment (2)(3)	0.0		0.0
Food Products (2)(3)	0.0		0.0
Ground Transportation (2)(3)	0.0		0.0
Health Care Equipment & Supplies	1.3		1.6
Health Care Providers & Services	11.3		11.3
Health Care Technology	4.3		4.1
Hotels, Restaurants & Leisure	0.3		0.3
Household Durables	0.1		0.1
Industrial Conglomerates	0.5		0.9
Insurance	5.4		4.7
Interactive Media & Services (2)(3)	0.0		0.0
Internet & Direct Marketing Retail	1.9		2.0
Investments in Joint Ventures	3.5		4.3
IT Services	5.6		4.4
Leisure Products (2)(3)	0.0		0.0
Life Sciences Tools & Services	0.3		0.5
Machinery (3)	0.1		0.0
Marine	0.5		0.5
Media	0.8		0.5
Metals & Mining (2)(3)	0.0		0.0
Oil, Gas & Consumable Fuels	0.1		0.1

97

Blackstone Private Credit Fund

Notes to Condensed Consolidated Financial Statements

(Unaudited)

(in thousands, except share amounts, per share data, percentages and as otherwise noted)

	June 30, 2024		December 31, 2023
Paper & Forest Products	0.1	%	0.1	%
Pharmaceuticals	0.9		0.9
Professional Services	11.6		11.7
Real Estate Management & Development	0.3		0.3
Software	27.3		27.3
Specialty Retail	0.2		0.2
Technology Hardware, Storage & Peripherals	0.1		0.1
Trading Companies & Distributors	0.6		0.5
Transportation Infrastructure	2.9		2.7
Wireless Telecommunication Services	0.1		0.1
Total	100.0	%	100.0	%

(1)Includes equity investment in SLC.

(2)Amount rounds to less than 0.1% as of June 30, 2024.

(3)Amount rounds to less than 0.1% as of December 31, 2023.

The geographic composition of investments at cost and fair value was as follows:

	June 30, 2024
	Cost		Fair Value		% of Total Investments at Fair Value		Fair Value as % of Net Assets
United States	$	49,643,574	$	49,458,549	88.5	%	145.1	%
Europe	5,242,494		5,205,897		9.3		15.3
Canada	709,162		688,639		1.2		2.0
Bermuda/Cayman Islands	490,680		498,123		0.9		1.5
Australia/New Zealand and other	23,714		23,788		0.1		0.1
Total	$	56,109,624	$	55,874,996	100.0	%	164.0	%

	December 31, 2023
	Cost		Fair Value		% of Total Investments at Fair Value		Fair Value as % of Net Assets
United States	$	45,398,837	$	45,129,324	88.9	%	158.2	%
Europe	4,489,832		4,500,069		8.9		15.8
Canada	669,615		657,164		1.3		2.3
Bermuda/Cayman Islands	440,117		433,445		0.9		1.5
Australia/New Zealand	23,322		23,909		0.0		0.1
Total	$	51,021,723	$	50,743,911	100.0	%	177.9	%

As of June 30, 2024 and December 31, 2023, five borrowers (across seven loans) and two borrowers (across three loans) in the portfolio were on non-accrual status, respectively.

As of June 30, 2024 and December 31, 2023, on a fair value basis, 99.8% and 99.9%, respectively, of performing debt investments bore interest at a floating rate and 0.2% and 0.1%, respectively, of performing debt investments bore interest at a fixed rate.

98

Blackstone Private Credit Fund

Notes to Condensed Consolidated Financial Statements

(Unaudited)

(in thousands, except share amounts, per share data, percentages and as otherwise noted)

Note 5. Fair Value Measurements

The following tables present the fair value hierarchy of financial instruments:

	June 30, 2024
	Level 1		Level 2		Level 3		Total
First lien debt	$	—	$	4,015,227	$	46,789,164	$	50,804,391
Second lien debt	—		554,428		1,003,200		1,557,628
Unsecured debt	—		—		27,365		27,365
Structured finance obligations - debt instruments	—		48,833		454,837		503,670
Equity and other (1)(3)	48,625		242		976,265		1,025,132
Total	48,625		4,618,730		49,250,831		53,918,186
Investments Measured at NAV (2)	—		—		—		1,956,810
Total investments	$	48,625	$	4,618,730	$	49,250,831	$	55,874,996

	December 31, 2023
	Level 1		Level 2		Level 3		Total
First lien debt	$	—	$	4,197,276	$	41,336,737	$	45,534,013
Second lien debt	—		809,223		926,865		1,736,088
Unsecured debt	—		—		18,171		18,171
Structured finance obligations	—		70,964		365,899		436,863
Equity (1)	—		—		857,251		857,251
Total	$	—	$	5,077,463	$	43,504,923	$	48,582,386
Investments Measured at NAV (2)	—		—		—		2,161,525
Total investments	$	—	$	5,077,463	$	43,504,923	$	50,743,911

(1)Includes equity investment in SLC.

(2)Includes investments in the Emerald JV and Verdelite JV (refer to Note 11). Certain investments that are measured at fair value using the NAV practical expedient have not been categorized in the fair value hierarchy. The fair value amounts presented in this table are intended to permit reconciliation of the fair value hierarchy to the amounts presented in the Condensed Consolidated Statements of Assets and Liabilities.

(3)“Other” includes subordinated notes representing the equity of third party managed collateralized loan obligations (“CLO”) vehicles.

Within Investments at fair value, substantially all Equity investments are illiquid and privately negotiated in nature and are subject to contractual sale constraints or other restrictions pursuant to their respective governing or similar agreements. Approximately $128.1 million of such Equity investments have a sale constraint or other restriction that will lapse after a predetermined date; the weighted average remaining duration of such restrictions is 1.0 year. For information regarding restrictions on Investment in joint ventures, see “Note 11. Joint Ventures”.

99

Blackstone Private Credit Fund

Notes to Condensed Consolidated Financial Statements

(Unaudited)

(in thousands, except share amounts, per share data, percentages and as otherwise noted)

The following tables present changes in the fair value of financial instruments for which Level 3 inputs were used to determine the fair value:

	Three Months Ended June 30, 2024
	First Lien  Debt		Second Lien  Debt		Unsecured Debt		Structured Finance Obligations - Debt Instruments		Equity and other (2)		Total Investments
Fair value, beginning of period	$	43,472,178	$	794,685	$	26,403	$	361,945	$	899,828	$	45,555,039
Purchases of investments	4,617,771		184,962		919		94,598		88,920		4,987,170
Proceeds from principal repayments and sales of investments	(1,681,092)		(16,091)		—		(29,270)		(13,500)		(1,739,953)
Accretion of discount/(amortization of premium)	59,172		572		22		118		—		59,884
Net realized gain (loss)	1,773		16		—		15		—		1,804
Net change in unrealized appreciation (depreciation)	(11,469)		(4,637)		21		3,500		1,017		(11,568)
Transfers into Level 3 (1)	333,863		79,293		—		67,438		—		480,594
Transfers out of Level 3 (1)	(3,032)		(35,600)		—		(43,507)		—		(82,139)
Fair value, end of period	$	46,789,164	$	1,003,200	$	27,365	$	454,837	$	976,265	$	49,250,831
Net change in unrealized appreciation (depreciation) included in earnings related to financial instruments still held as of June 30, 2024 included in net change in unrealized appreciation (depreciation) on the Condensed Consolidated Statements of Operations	$	(1,122)	$	(4,633)	$	21	$	3,513	$	8,522	$	6,301

	Six Months Ended June 30, 2024
	First Lien  Debt		Second Lien  Debt		Unsecured Debt		Structured Finance Obligations - Debt Instruments		Equity and other (2)		Total Investments
Fair value, beginning of period	$	41,336,737	$	926,865	$	18,171	$	365,899	$	857,251	$	43,504,923
Purchases of investments	7,131,048		186,102		8,875		102,304		140,972		7,569,301
Proceeds from principal repayments and sales of investments	(2,195,994)		(228,103)		—		(47,520)		(13,500)		(2,485,117)
Accretion of discount/(amortization of premium)	96,624		4,256		40		325		—		101,245
Net realized gain (loss)	934		16		—		12		—		962
Net change in unrealized appreciation (depreciation)	(18,049)		(1,684)		279		10,654		(7,246)		(16,046)
Transfers into Level 3 (1)	439,853		132,443		—		66,075		—		638,371
Transfers out of Level 3 (1)	(1,989)		(16,695)		—		(42,912)		(1,212)		(62,808)
Fair value, end of period	$	46,789,164	$	1,003,200	$	27,365	$	454,837	$	976,265	$	49,250,831
Net change in unrealized appreciation (depreciation) included in earnings related to financial instruments still held as of June 30, 2024 included in net change in unrealized appreciation (depreciation) on the Condensed Consolidated Statements of Operations	$	(27,279)	$	472	$	268	$	9,765	$	4,935	$	(11,839)

(1)For the three and six months ended June 30, 2024, transfers into or out of Level 3 were primarily due to decreased or increased price transparency.

(2)“Other” includes subordinated notes representing the equity of third party managed collateralized loan obligations (“CLO”) vehicles.

100

Blackstone Private Credit Fund

Notes to Condensed Consolidated Financial Statements

(Unaudited)

(in thousands, except share amounts, per share data, percentages and as otherwise noted)

	Three Months Ended June 30, 2023
	First Lien  Debt		Second Lien  Debt		Structured Finance Investments		Equity		Total Investments
Fair value, beginning of period	$	37,943,535	$	1,092,027	$	295,801	$	779,150	$	40,110,513
Purchases of investments	861,128		1,189		—		—		862,317
Proceeds from principal repayments and sales of investments	(854,802)		—		—		(827)		(855,629)
Accretion of discount/(amortization of premium)	38,565		749		53		—		39,367
Net realized gain (loss)	(15,436)		—		—		666		(14,770)
Net change in unrealized appreciation (depreciation)	(71,123)		(2,839)		7,984		3,538		(62,440)
Transfers into Level 3 (1)	28,751		—		—		—		28,751
Transfers out of Level 3 (1)	(6,761)		—		—		—		(6,761)
Fair value, end of period	$	37,923,857	$	1,091,126	$	303,838	$	782,527	$	40,101,348
Net change in unrealized appreciation (depreciation) included in earnings related to financial instruments still held as of June 30, 2023 included in net change in unrealized appreciation (depreciation) on the Condensed Consolidated Statements of Operations	$	(91,096)	$	(3,713)	$	8,398	$	3,538	$	(82,873)

	Six Months Ended June 30, 2023
	First Lien  Debt		Second Lien  Debt		Structured Finance Investments		Equity		Total Investments
Fair value, beginning of period	$	37,543,544	$	1,152,723	$	293,335	$	757,379	$	39,746,981
Purchases of investments	1,519,657		14,996		—		412		1,535,065
Proceeds from principal repayments and sales of investments	(1,079,635)		(5)		—		(827)		(1,080,467)
Accretion of discount/(amortization of premium)	72,858		1,550		106		—		74,514
Net realized gain (loss)	(48,938)		—		—		666		(48,272)
Net change in unrealized appreciation (depreciation)	(98,772)		(185)		10,397		24,897		(63,663)
Transfers into Level 3 (1)	199,627		—		—		—		199,627
Transfers out of Level 3 (1)	(184,484)		(77,953)		—		—		(262,437)
Fair value, end of period	$	37,923,857	$	1,091,126	$	303,838	$	782,527	$	40,101,348
Net change in unrealized appreciation (depreciation) included in earnings related to financial instruments still held as of June 30, 2023 included in net change in unrealized appreciation (depreciation) on the Condensed Consolidated Statements of Operations	$	(134,748)	$	(1,463)	$	9,714	$	24,897	$	(101,600)

(1)For the three and six months ended June 30, 2023, transfers into or out of Level 3 were primarily due to decreased or increased price transparency.

101

Blackstone Private Credit Fund

Notes to Condensed Consolidated Financial Statements

(Unaudited)

(in thousands, except share amounts, per share data, percentages and as otherwise noted)

The following tables present quantitative information about the significant unobservable inputs of the Company’s Level 3 financial instruments. These tables are not intended to be all-inclusive but instead capture the significant unobservable inputs relevant to the Company’s determination of fair value.

	June 30, 2024
					Range
	Fair Value		Valuation Technique	Unobservable Input	Low		High		Weighted Average (1)
Investments in first lien debt	$	45,601,545	Yield Analysis	Discount rate	5.64	%	30.50	%	10.08	%
	706,453		Market quotations	Broker quoted price	70.09		100.75		98.66
	479,189		Asset Recoverability	Market Multiple	4.75x		11.50x		8.96x
	1,977		Transaction Price	N/A
	46,789,164
Investments in second lien debt	946,637		Yield Analysis	Discount Rate	9.24	%	18.25	%	11.64	%
	56,563		Market quotations	Broker quoted price	96.00		101.50		97.38
	1,003,200
Investments in unsecured debt	27,365		Yield Analysis	Discount Rate	12.87%		13.96%		13.65%
Investments in structured finance obligations - debt instruments	454,837		Market quotations	Broker quoted price	91.84		105.55		100.33
Investments in equity and other (2)	234,626		Market approach	Performance multiple	6.44x		30.00x		20.56x
	58,621		Option Pricing Model	Volatility	32.00	%	55.00	%	44.91	%
	12,434		Market quotations	Broker quoted price	73.34		89.00		83.46
	407,802		Yield Analysis	Discount Rate	11.88	%	19.10	%	14.34	%
	262,782		Asset Recoverability	N/A	100.00	%	100.00	%	100.00	%
	976,265
Total	$	49,250,831

(1)Weighted averages are calculated based on fair value of investments.

(2)“Other” includes subordinated notes representing the equity of third party managed collateralized loan obligations (“CLO”) vehicles.

102

Blackstone Private Credit Fund

Notes to Condensed Consolidated Financial Statements

(Unaudited)

(in thousands, except share amounts, per share data, percentages and as otherwise noted)

	December 31, 2023
					Range
	Fair Value		Valuation Technique	Unobservable Input	Low		High		Weighted Average (1)
Investments in first lien debt	$	40,753,427	Yield Analysis	Discount rate	5.77	%	30.89	%	10.05	%
	493,636		Market quotations	Broker quoted price	86.83		100.38		98.02
	89,674		Asset Recoverability	Market Multiple	4.75x		10.50x		9.26x
	41,336,737
Investments in second lien debt	910,170		Yield Analysis	Discount Rate	10.07	%	15.31	%	11.56	%
	16,695		Market quotations	Broker quoted price	92.75		92.75		92.75
	926,865
Investments in unsecured debt	18,171		Yield Analysis	Discount Rate	14.90%		14.90%		14.90%
Investments in structured finance	365,899		Market quotations	Broker quoted price	86.18		100.97		97.97
Investments in equity	227,117		Market approach	Performance multiple	6.40x		30.00x		21.27x
	60,558		Option Pricing Model	Volatility	32.00	%	55.00	%	43.75	%
	302,733		Yield Analysis	Discount Rate	9.93	%	17.92	%	13.18	%
	265,631		Asset Recoverability	N/A	100.00	%	100.00	%	100.00	%
	1,212		Market quotations	Broker quoted price	25.00		25.00		25.00
	857,251
Total	$	43,504,923

(1)Weighted averages are calculated based on fair value of investments.

The significant unobservable input used in the yield analysis is the discount rate based on comparable market yields. The significant unobservable input used for market quotations are broker quoted prices provided by independent pricing services. The significant unobservable input used under the market approach is the Performance Multiple. Significant increases in discount rates would result in a significantly lower fair value measurement. Significant decreases in quoted prices or Performance Multiples would result in a significantly lower fair value measurement.

103

Blackstone Private Credit Fund

Notes to Condensed Consolidated Financial Statements

(Unaudited)

(in thousands, except share amounts, per share data, percentages and as otherwise noted)

Financial Instruments Not Carried at Fair Value

Debt

The following table presents the fair value measurements of the Company’s debt obligations as of June 30, 2024 and December 31, 2023 had they been accounted for at fair value:

	June 30, 2024		December 31, 2023
	Fair Value		Fair Value
Bard Peak Funding Facility	$	236,949	$	242,243
Castle Peak Funding Facility	1,122,599		1,121,681
Summit Peak Funding Facility	275,915		286,046
Denali Peak Funding Facility	562,800		562,800
Bushnell Peak Funding Facility	300,300		465,300
Granite Peak Funding Facility	563,600		563,600
Middle Peak Funding Facility	750,000		600,950
Bison Peak Funding Facility	295,200		703,200
Blanca Peak Funding Facility	1,375,090		1,375,090
Windom Peak Funding Facility	966,255		967,477
Monarch Peak Funding Facility	700,000		1,400,400
Borah Peak Funding Facility	—		130,000
Naomi Peak Funding Facility	—		385,000
Meridian Peak Funding Facility	246,000		246,000
Haydon Peak Funding Facility	—		49,000
Bear Peak Funding Facility	220,597		360,531
Revolving Credit Facility	1,877,496		1,131,025
June 2024 Notes	—		427,693
June 2026 Notes	374,909		379,251
May 2027 Notes	617,118		618,319
October 2027 Notes	353,254		368,331
September 2024 Notes	361,627		354,580
December 2026 Notes	1,143,563		1,137,187
November 2026 Eurobonds	499,914		501,901
November 2024 Notes	492,830		485,177
March 2027 Notes	923,520		921,525
January 2025 Notes	490,770		483,120
January 2029 Notes	593,476		597,773
March 2025 Notes	891,180		885,149
April 2026 UK Bonds	306,731		306,018
September 2025 Notes	808,000		814,554
November 2028 Notes	518,425		520,940
January 2031 Notes	497,420		—
July 2029 Notes	489,880		—
2021-1 BSL Notes	663,000		663,000
MML 2021-1 Debt	690,000		690,000
MML 2022-1 Debt	759,000		756,862
2022-1 BSL Debt	420,000		420,000
2021-2 Notes	505,800		505,800
MML 2022-2 Debt	300,472		300,273
2023-1 Notes	307,354		304,970
2024-1 Notes	244,130		—
Short-Term Borrowings	—		28,546
Total	$	22,745,174	$	23,061,312

104

Blackstone Private Credit Fund

Notes to Condensed Consolidated Financial Statements

(Unaudited)

(in thousands, except share amounts, per share data, percentages and as otherwise noted)

The following table presents the categorization of the Company’s debt obligations as of June 30, 2024 and December 31, 2023 had they been accounted for at fair value within the hierarchy:

	June 30, 2024		December 31, 2023
Level 1	$	—	$	—
Level 2	—		—
Level 3	22,745,174		23,061,312
Total debt	$	22,745,174	$	23,061,312

Other Assets and Liabilities

As of June 30, 2024 and December 31, 2023, the carrying amounts of the Company’s assets and liabilities, other than investments at fair value and debt obligations listed above, approximate fair value due to their short maturities. These financial instruments would be categorized as Level 3 within the fair value hierarchy.

Note 6. Derivatives

The Company enters into derivative financial instruments in the normal course of business to achieve certain risk management objectives, including managing its interest rate and foreign currency risk exposures.

The fair value of foreign currency and interest rate derivative contracts are included within Derivative assets at fair value and Derivative liabilities at fair value, respectively, in the Condensed Consolidated Statements of Assets and Liabilities.

The following tables present the aggregate notional amount and fair value hierarchy of the Company’s derivative financial instruments as of June 30, 2024 and December 31, 2023:

	June 30, 2024
	Level 1		Level 2		Level 3		Total Fair Value		Notional
Derivative Assets
Foreign currency forward contract	$	—	$	4,139	$	—	$	4,139	$	508,883
Interest rate swaps	—		1,619		—		1,619		1,000,000
Total Derivative assets at fair value	$	—	$	5,758	$	—	$	5,758	$	1,508,883
Cash collateral received							$	—
Derivative Liabilities
Foreign currency forward contract	$	—	$	(123)	$	—	$	(123)	$	27,302
Interest rate swaps	$	—	$	(164,065)	$	—	$	(164,065)	$	6,106,025
Total Derivative liabilities at fair value	$	—	$	(164,188)	$	—	$	(164,188)	$	6,133,327
Cash collateral posted							$	255,586

105

Blackstone Private Credit Fund

Notes to Condensed Consolidated Financial Statements

(Unaudited)

(in thousands, except share amounts, per share data, percentages and as otherwise noted)

	December 31, 2023
	Level 1		Level 2		Level 3		Total Fair Value		Notional
Derivative Assets
Interest rate swaps	$	—	$	14,145	$	—	$	14,145	$	850,000
Total Derivative assets at fair value	$	—	$	14,145	$	—	$	14,145	$	850,000
Cash collateral received							$	—
Derivative Liabilities
Foreign currency forward contract	$	—	$	(13,259)	$	—	$	(13,259)	$	411,499
Interest rate swaps	—		(152,282)		—		(152,282)		5,693,663
Total Derivative liabilities at fair value	$	—	$	(165,541)	$	—	$	(165,541)	$	6,105,162
Cash collateral posted							$	266,573

In the tables above:

•The fair value of derivative assets and derivative liabilities is presented on a gross basis.

•The notional amount represents the absolute value amount of all outstanding derivative contracts.

•All foreign currency derivatives are not designated in hedge relationships.

•All interest rate swaps are designated in fair value hedge relationships.

•The Company has not applied counterparty netting or collateral netting; as such, the amounts of cash collateral received and posted are not offset against the derivative assets and derivative liabilities in the Condensed Consolidated Statements of Assets and Liabilities.

The table below presents the impact to the Condensed Consolidated Statements of Operations from derivative assets and derivative liabilities not designated in a qualifying hedge accounting relationship for the three and six month periods ended June 30, 2024 and June 30, 2023, respectively. The net change in unrealized gains and losses on the derivative assets and derivative liabilities not designated in a qualifying hedge accounting relationship are included within Net change in unrealized appreciation (depreciation) on derivative instruments in the Condensed Consolidated Statements of Operations. The net realized gains and losses on the derivative assets and derivative liabilities not designated in a qualifying hedge accounting relationship are included within Net realized gain (loss) on derivative instruments in the Condensed Consolidated Statements of Operations.

	For the Three Months Ended June 30,				For the Six Months Ended June 30,
	2024		2023		2024		2023
Unrealized appreciation (depreciation)
Foreign currency forward contract	$	(3,698)	$	(3,026)	$	17,923	$	(14,966)
Net change in unrealized appreciation (depreciation)	$	(3,698)	$	(3,026)	$	17,923	$	(14,966)
Realized gain (loss)
Foreign currency forward contract	$	6,014	$	(2,464)	$	(383)	$	2,306
Net realized gain (loss)	$	6,014	$	(2,464)	$	(383)	$	2,306

106

Blackstone Private Credit Fund

Notes to Condensed Consolidated Financial Statements

(Unaudited)

(in thousands, except share amounts, per share data, percentages and as otherwise noted)

Hedging

The Company designated certain interest rate swaps as the hedging instrument in a qualifying fair value hedge accounting relationship.

The table below presents the impact to the Condensed Consolidated Statements of Operations from derivative assets and liabilities designated in a qualifying hedge accounting relationship for the three and six month periods ended June 30, 2024 and June 30, 2023, respectively.

For derivative instruments designated in qualifying hedge relationships, the change in fair value of the hedging instrument and hedged item are recorded in Interest expense and recognized as components of Interest expense in the Condensed Consolidated Statements of Operations.

	For the Three Months Ended June 30,				For the Six Months Ended June 30,
	2024		2023		2024		2023
Interest rate swaps	$	15,568	$	(91,271)	$	(24,309)	$	(23,965)
Hedged items	(15,865)		91,352		23,317		23,236

The table below presents the carrying value of unsecured borrowings as of June 30, 2024 and December 31, 2023 that are designated in a qualifying hedging relationship and the related cumulative hedging adjustment (increase/(decrease)) from current and prior hedging relationships included in such carrying values:

	June 30, 2024				December 31, 2023
Description	Carrying Value		Cumulative Hedging Adjustments		Carrying Value		Cumulative Hedging Adjustments
Unsecured notes	$	6,881,912	$	(159,649)	$	6,356,700	$	(136,332)

Note 7. Borrowings

In accordance with the 1940 Act, with certain limitations, the Company is allowed to borrow amounts such that its asset coverage, as defined in the 1940 Act, is at least 150% after such borrowing. On August 26, 2020, the Company’s sole initial shareholder approved the adoption of this 150% threshold pursuant to Section 61(a)(2) of the 1940 Act. As of June 30, 2024 and December 31, 2023, the Company’s asset coverage was 247.7% and 221.9%, respectively.

SPV Financing Facilities

The following wholly-owned subsidiaries of the Company have entered into secured financing facilities as of June 30, 2024, as described below: Bard Peak Funding, Castle Peak Funding, Summit Peak Funding, Denali Peak Funding, Bushnell Peak Funding, Granite Peak Funding, Middle Peak Funding, Bison Peak Funding, Blanca Peak Funding, Windom Peak Funding, Monarch Peak Funding, Naomi Peak Funding, Meridian Peak Funding, Haydon Peak Funding and Bear Peak Funding, which are collectively referred to as the “SPVs,” and such secured financing facilities described below are collectively referred to as the “SPV Financing Facilities”.

The obligations of each SPV to the lenders under the applicable SPV Financing Facility are secured by a first priority security interest in all of the applicable SPV’s portfolio investments and cash. The obligations of each SPV under the applicable SPV Financing Facility are non-recourse to the Company, and the Company’s exposure to the credit facility is limited to the value of its investment in the applicable SPV.

107

Blackstone Private Credit Fund

Notes to Condensed Consolidated Financial Statements

(Unaudited)

(in thousands, except share amounts, per share data, percentages and as otherwise noted)

In connection with the SPV Financing Facilities, the applicable SPV has made certain customary representations and warranties and is required to comply with various covenants, reporting requirements and other customary requirements for similar facilities. Each SPV Financing Facility contains customary events of default for similar financing transactions, including if a change of control of the applicable SPV occurs. Upon the occurrence and during the continuation of an event of default, the lenders under the applicable SPV Financing Facility may declare the outstanding advances and all other obligations under the applicable SPV Financing Facility immediately due and payable. The occurrence of an event of default triggers a requirement that the applicable SPV obtain the consent of the lenders under the applicable SPV Financing Facility prior to entering into any sale or disposition with respect to portfolio investments.

As of June 30, 2024, and December 31, 2023, the Company was in compliance with all covenants and other requirements of each of the SPV Financing Facilities.

Bard Peak Funding Facility

On March 15, 2021, Bard Peak Funding entered into a senior secured revolving credit facility (the “Bard Peak Funding Facility”) with BNP Paribas (“BNPP”). BNPP serves as administrative agent, Wells Fargo Bank, National Association (“Wells Fargo”), serves as collateral agent, and the Company serves as servicer under the Bard Peak Funding Facility.

Advances under the Bard Peak Funding Facility bear interest at a per annum rate equal to the benchmark in effect for the currency of the applicable advance (which in the case of dollar advances until June 30, 2023, was three-month LIBOR and from June 30, 2023 until May 15, 2024, was three month term SOFR plus a 0.26% spread adjustment, and from and after May 15, 2024, is one month term SOFR), plus an applicable margin of 1.55% to 2.15% per annum depending on the nature of the advances being requested under the credit facility, subject to a floor of 1.85%. From May 15, 2024 until May 15, 2027, the applicable margin on all outstanding advances is 2.15% per annum. From and after May 15, 2027, the applicable margin on all outstanding advances will be 2.65% per annum. Until June 15, 2024, Bard Peak Funding paid a commitment fee of 0.90% per annum if the unused facility amount was greater than 50% or 0.35% per annum if the unused facility amount was less than or equal to 50% and greater than 25%, based on the average daily unused amount of the financing commitments. From and after June 15, 2024, Bard Peak Funding pays a commitment fee ranging from 0.70% to 2.15% per annum based on the daily unused amount of the financing commitments to the extent in excess of 25%, in addition to certain other fees as agreed between Bard Peak Funding and BNPP.

Proceeds from borrowings under the credit facility may be used to fund portfolio investments by Bard Peak Funding and to make advances under delayed draw term loans and revolving loans where Bard Peak Funding is a lender.

The period during which Bard Peak Funding may make borrowings under the Bard Peak Funding Facility expires on May 15, 2027, and the Bard Peak Funding Facility will mature and all amounts outstanding under the facility must be repaid by May 15, 2029.

Castle Peak Funding Facility

On January 8, 2021, Castle Peak Funding entered into a senior secured revolving credit facility (the “Castle Peak Funding Facility”) with Citibank, N.A. (“Citi”). Citi serves as administrative agent, Wilmington Trust, National Association (“Wilmington Trust”), serves as collateral agent, custodian and collateral administrator and the Company serves as collateral manager under the Castle Peak Funding Facility.

108

Blackstone Private Credit Fund

Notes to Condensed Consolidated Financial Statements

(Unaudited)

(in thousands, except share amounts, per share data, percentages and as otherwise noted)

As of December 31, 2023, advances under the Castle Peak Funding Facility bore interest at a per annum rate equal to the benchmark for the currency of the applicable advance (which is the three-month term SOFR rate for dollar advances) plus an applicable margin of 1.70% to 2.20% per annum depending on the nature of the advances being requested. Effective January 4, 2024, advances under the Castle Peak Funding Facility bear interest at a per annum rate equal to the benchmark for the currency of the applicable advance (which is the three-month term SOFR rate for dollar advances) plus an applicable margin of 1.85% to 2.35% per annum depending on the nature of the advances being requested. After January 4, 2026, the applicable margin on outstanding advances will be increased by 1.00% per annum. Castle Peak Funding pays a commitment fee of 1.85% per annum if the unused facility amount is greater than 30% or 0.50% per annum if the unused facility amount is less than or equal to 30% and greater than 10%, based on the average daily unused amount of the financing commitments until January 4, 2026, in addition to certain other fees as agreed between Castle Peak Funding and Citi.

Proceeds from borrowings under the Castle Peak Funding Facility may be used to fund portfolio investments by Castle Peak Funding and to make advances under revolving loans or delayed draw term loans where Castle Peak Funding is a lender.

The period during which Castle Peak Funding may make borrowings under the Castle Peak Funding Facility expires on January 5, 2026, and the Castle Peak Funding Facility will mature and all amounts outstanding under the facility must be repaid by January 5, 2028.

Summit Peak Funding Facility

On March 3, 2021, Summit Peak Funding entered into a senior secured revolving credit facility (“Summit Peak Funding Facility”) with Société Générale (“SG”). SG serves as agent, Wilmington Trust serves as collateral agent, custodian and collateral administrator and the Company serves as servicer under the Summit Peak Funding Facility.

As of December 31, 2023, advances under the Summit Peak Funding Facility bore interest at a blended per annum rate equal to the benchmark for the currency of the applicable advance (which is the three-month term SOFR rate for dollar advances) plus an applicable margin of 1.50% to 2.30% per annum depending on the nature of the advances being requested with such blended rate subject to a floor of 2.00% per annum for certain foreign currency advances and 2.15% per annum for U.S. dollar advances. Effective March 12, 2024, advances under the Summit Peak Funding Facility bear interest at a per annum rate equal to the benchmark for the currency of the applicable advance (which is three-month term SOFR rate for dollar advances) plus an applicable margin of 2.20% per annum. Summit Peak Funding pays a commitment fee of 0.40% per annum if the unused facility amount is greater than 25% based on the average daily unused amount of the financing commitments. Effective September 13, 2024, Summit Peak Funding will pay a commitment fee ranging from 0.25% per annum to 1.25% per annum based on the daily unused amount of the financing commitments, which fee may increase from and after March 12, 2025, to a rate equal to 2.20% per annum on unused amounts below a minimum percentage of the financing commitments. Summit Peak Funding also pays an administrative agency fee to SG, in addition to certain other fees as agreed between Summit Peak Funding and SG.

Proceeds from borrowings under the Summit Peak Funding Facility may be used to fund portfolio investments by Summit Peak Funding and to make advances under revolving loans or delayed draw term loans where Summit Peak Funding is a lender.

The period during which Summit Peak Funding may make borrowings under the Summit Peak Funding Facility expires on March 12, 2027, and the Summit Peak Funding Facility will mature and all amounts outstanding under the facility must be repaid by March 12, 2029.

Denali Peak Funding Facility

Denali Peak Funding is party to a senior secured revolving credit facility (the “Denali Peak Funding Facility”), dated as of October 11, 2018, with Deutsche Bank AG, New York Branch (“DB”). DB serves as agent, U.S. Bank serves as collateral agent and collateral custodian and Twin Peaks serves as servicer under the Denali Peak Funding Facility.

109

Blackstone Private Credit Fund

Notes to Condensed Consolidated Financial Statements

(Unaudited)

(in thousands, except share amounts, per share data, percentages and as otherwise noted)

Prior to April 4, 2023, advances under the Denali Peak Funding Facility bore interest at a per annum rate equal to the benchmark for the currency of the applicable advance (which was three-month LIBOR for dollar advances), plus the applicable margin of 1.95% per annum. As of April 4, 2023, advances under the Denali Peak Funding Facility bear interest at a per annum rate equal to the benchmark for the currency of the applicable advance (which for dollar advances, is three-month term SOFR plus a spread adjustment of 0.15% per annum), plus the applicable margin of 1.95% per annum. After September 30, 2024, the applicable margin on outstanding advances will increase by 0.10% per annum. Denali Peak Funding is required to utilize a minimum percentage of the financing commitments, with unused amounts below such minimum utilization amount accruing a fee at a rate equal to the applicable margin described above. In addition, Denali Peak Funding pays an unused commitment fee of 0.25% per annum on the unused facility amount in excess of such minimum utilization amount. Denali Peak Funding also pays an administrative agency fee to DB, in addition to certain other fees, each as agreed between Denali Peak Funding and DB.

Proceeds from borrowings under the Denali Peak Funding Facility may be used to fund portfolio investments by Denali Peak Funding and to make advances under revolving loans where Denali Peak Funding is a lender.

The period during which Denali Peak Funding may make borrowings under the Denali Peak Funding Facility expires on September 30, 2024, and the Denali Peak Funding Facility will mature and all amounts outstanding under the facility must be repaid by September 30, 2026.

Bushnell Peak Funding Facility

On May 12, 2021, Bushnell Peak Funding entered into a senior secured revolving credit facility (the “Bushnell Peak Funding Facility”) with Bank of America, N.A. (“Bank of America”). Bank of America serves as administrative agent, Wells Fargo serves as collateral administrator and the Company serves as investment adviser under the Bushnell Peak Funding Facility.

Prior to April 25, 2023, advances under the Bushnell Peak Funding Facility bore interest at a per annum rate equal to the benchmark for the currency of the applicable advance (which was the daily floating LIBOR rate for dollar advances) plus an applicable margin of 1.50% to 1.75% per annum depending on the nature of the advances being requested. From April 25, 2023 until December 5, 2024, advances under the Bushnell Peak Funding Facility bear interest at a per annum rate equal to the benchmark for the currency of the applicable advance (which is the one-month term SOFR rate for dollar advances) plus an applicable margin of 1.60% to 1.85% per annum depending on the nature of the advances being requested. From and after December 6, 2024, the applicable margin for advances will increase to 2.10% to 2.45% per annum depending on the nature of the advances being requested. Bushnell Peak Funding is required to utilize a minimum percentage of the financing commitments, with unused amounts below such minimum utilization amount accruing a fee at a rate of 1.60% per annum. Bushnell Peak Funding also pays an unused fee of 0.50% per annum on the daily unused amount of the financing commitments in excess of such minimum utilization amount, in addition to certain other fees agreed between Bushnell Peak Funding and Bank of America.

Proceeds from borrowings under the Bushnell Peak Funding Facility may be used to fund portfolio investments by Bushnell Peak Funding and to make advances under revolving loans or delayed draw term loans where Bushnell Peak Funding Facility is a lender.

The period during which Bushnell Peak Funding may make borrowings under the Bushnell Peak Funding Facility expires on April 25, 2026, and the Bushnell Peak Funding Facility will mature and all amounts outstanding under the credit facility must be repaid by October 25, 2026.

Granite Peak Funding Facility

On June 17, 2021, Granite Peak Funding entered into a senior secured revolving credit facility (the “Granite Peak Funding Facility”) with Goldman Sachs Bank USA (“GS”). GS serves as administrative agent, Wilmington Trust serves as collateral agent, custodian and collateral administrator, and the Company serves as servicer under the Granite Peak Funding Facility.

110

Blackstone Private Credit Fund

Notes to Condensed Consolidated Financial Statements

(Unaudited)

(in thousands, except share amounts, per share data, percentages and as otherwise noted)

Advances under the Granite Peak Funding Facility bear interest at a per annum rate equal to three-month term SOFR, plus an applicable margin of 2.35% per annum. Granite Peak Funding is required to utilize a minimum percentage of the financing commitments, with unused amounts below such minimum utilization amount accruing a fee at a rate equal to the applicable margin for advances as described above. In addition, Granite Peak Funding pays an unused commitment fee of 0.50% per annum on the average daily unused commitments under the Granite Peak Funding Facility in excess of such minimum utilization amount. The unused commitment fee is payable only when more than 10% of the total commitments under the Granite Peak Funding Facility are unused. Granite Peak Funding also pays to GS an administrative agency fee, in addition to certain other fees, each as agreed between Granite Peak Funding and GS.

Proceeds from borrowings under the Granite Peak Funding Facility may be used to fund portfolio investments by Granite Peak Funding and to make advances under delayed draw term loans and revolving loans where Granite Peak Funding is a lender.

The period during which Granite Peak Funding may make borrowings under the Granite Peak Funding Facility expired on June 17, 2024, and the Granite Peak Funding Facility will mature and all amounts outstanding under the facility must be repaid by June 17, 2026.

Middle Peak Funding Facility

On June 30, 2021, Middle Peak Funding entered into a senior secured revolving credit facility (the “Middle Peak Funding Facility”) with MS. MS serves as agent, Wilmington Trust serves as collateral agent, custodian and collateral administrator and the Company serves as collateral manager under the Middle Peak Funding Facility.

Prior to June 26, 2023, advances under the Middle Peak Funding Facility bore interest at a per annum rate equal to, in the case of dollar advances, three-month LIBOR, and in the case of foreign currency advances, the applicable benchmark in effect for such currency, plus an applicable margin of 2.00% per annum. From and after June 26, 2023, advances under the Middle Peak Funding Facility bear interest at a per annum rate equal to the benchmark for the currency of the applicable advance (which for dollar advances, is three-month term SOFR plus, prior to June 30, 2025, a spread adjustment of 0.15% per annum) plus an applicable margin of 2.07% per annum, which will increase to 2.35% per annum effective on June 30, 2025. Middle Peak Funding is required to utilize a minimum percentage of the financing commitments, with unused amounts below such minimum utilization amount accruing a fee from and after October 26, 2023 at a rate equal to the applicable margin for dollar advances as described above. Prior to May 7, 2024, Middle Peak Funding paid a commitment fee of 0.30% per annum on the average daily unused amount of the financing commitments in excess of such minimum utilization amount. From and after May 7, 2024, Middle Peak Funding pays a commitment fee ranging from 0.15% per annum to 0.25% per annum on the average daily unused amount of the financing commitments, depending on the amount of the unused commitments outstanding in excess of such minimum utilization amount. Middle Peak Funding also pays interest on an interest-only loan in the notional amount of the aggregate commitments under the Middle Peak Funding Facility, in addition to certain other fees as agreed between Middle Peak Funding and MS.

Proceeds from borrowings under the Middle Peak Funding Facility may be used to fund portfolio investments by Middle Peak Funding and to make advances under revolving loans or delayed draw term loans where Middle Peak Funding is a lender.

The period during which Middle Peak Funding may make borrowings under the Middle Peak Funding Facility expires on December 28, 2026, and the Middle Peak Funding Facility will mature and all amounts outstanding under the facility must be repaid by June 28, 2035.

Bison Peak Funding Facility

On July 23, 2021, Bison Peak Funding entered into a senior secured revolving credit facility (the “Bison Peak Funding Facility”) with Bank of America. Bank of America serves as administrative agent, Wilmington Trust serves as collateral administrator and the Company serves as manager under the Bison Peak Funding Facility.

111

Blackstone Private Credit Fund

Notes to Condensed Consolidated Financial Statements

(Unaudited)

(in thousands, except share amounts, per share data, percentages and as otherwise noted)

Prior to June 8, 2023, advances under the Bison Peak Funding Facility bore interest at a per annum rate equal to, in the case of dollar advances, the daily floating LIBOR rate, and in the case of foreign currency advances, the applicable benchmark in effect for such currency, plus an applicable margin adjusted at one-month or three-month intervals based on the proportion of the broadly syndicated loans, large corporate loans and middle market loans in the portfolio, with the applicable margin attributable to broadly syndicated loans equal to 1.50% per annum, the applicable margin attributable to large corporate loans equal to 1.75% per annum and the applicable margin applicable to middle market loans equal to 2.00% per annum. From June 8, 2023 until July 24, 2024, advances under the Bison Peak Funding Facility bear interest at a per annum rate equal to the benchmark for the currency of the applicable advance (which, for dollar advances, is the one-month term SOFR rate or the daily simple SOFR rate, at the election of Bison Peak Funding) plus an applicable margin of 1.60% to 2.10% per annum depending on the nature of the advances being requested. From July 24, 2024 until June 8, 2027, advances under the Bison Peak Funding Facility bear interest at a per annum rate equal to the benchmark for the currency of the applicable advance (which, for dollar advances, is the one-month term SOFR rate or the daily simple SOFR rate, at the election of Bison Peak Funding) plus an applicable margin of 1.95% per annum. The applicable margin for all advances will increase by 0.30% per annum effective June 8, 2027. Bison Peak Funding is required to utilize a minimum percentage of the financing commitments, with unused amounts below such minimum utilization amount accruing a fee at a rate of 1.50% per annum. Bison Peak Funding also pays an unused fee of 0.20% per annum on the daily unused amount of the financing commitments in excess of such minimum utilization amount, in addition to an administrative agent servicing fee and certain other fees as agreed between Bison Peak Funding and Bank of America.

Proceeds from borrowings under the Bison Peak Funding Facility may be used to fund portfolio investments by Bison Peak Funding and to make advances under revolving loans or delayed draw term loans where Bison Peak Funding is a lender.

As of June 30, 2024, the period during which Bison Peak Funding may make borrowings under the Bison Peak Funding Facility expires on June 8, 2026, and the Bison Peak Funding Facility will mature and all amounts outstanding under the credit facility must be repaid by June 8, 2028. As amended on July 25, 2024, the period during which Bison Peak Funding may make borrowings under the Bison Peak Funding Facility expires on June 8, 2027, and the Bison Peak Funding Facility will mature and all amounts outstanding under the credit facility must be repaid by June 8, 2029.

Blanca Peak Funding Facility

On August 16, 2021, Blanca Peak Funding, entered into a senior secured revolving credit facility (the “Blanca Peak Funding Facility”) with Barclays Bank PLC (“Barclays”). Barclays serves as administrative agent, Wilmington Trust serves as collateral administrator, collateral agent and securities intermediary and the Company serves as servicer under the Blanca Peak Funding Facility.

Advances under the Blanca Peak Funding Facility bear interest at a per annum rate equal to in the case of dollar advances, three-month term SOFR, and in the case of foreign currency advances, the applicable benchmark in effect for such currency, plus an applicable margin of 2.096% per annum. Blanca Peak Funding is required to utilize a minimum percentage of the financing commitments, with unused amounts below such minimum utilization percentage accruing a fee at a rate equal to the applicable margin described above. Effective December 19, 2022, on any date when Blanca Peak Funding is not utilizing more than 90% of the financing commitments, Blanca Peak Funding pays an unused fee of 0.50% per annum on the daily unused amount of the financing commitments in excess of such minimum utilization amount. Blanca Peak Funding also pays to Barclays an administrative agency fee, in addition to certain other fees, each as agreed between Blanca Peak Funding and Barclays.

Proceeds from borrowings under the Blanca Peak Funding Facility may be used to fund portfolio investments by Blanca Peak Funding and to make advances under revolving loans or delayed draw term loans where Blanca Peak Funding is a lender.

The period during which Blanca Peak Funding may make borrowings under the Blanca Peak Funding Facility expires on December 19, 2024, and the Blanca Peak Funding Facility matures and all amounts outstanding under the facility must be repaid by December 19, 2032; provided that Barclays may require repayment of all amounts outstanding under the facility from and after August 19, 2026.

112

Blackstone Private Credit Fund

Notes to Condensed Consolidated Financial Statements

(Unaudited)

(in thousands, except share amounts, per share data, percentages and as otherwise noted)

Windom Peak Funding Facility

On September 2, 2021, Windom Peak Funding entered into a senior secured revolving credit facility (the “Windom Peak Funding Facility”) with Wells Fargo Bank. Wells Fargo serves as administrative agent and collateral administrator and the Company serves as investment adviser under the Windom Peak Funding Facility.

Proceeds from borrowings under the Windom Peak Funding Facility may be used to fund portfolio investments by Windom Peak Funding during the reinvestment period (which, initially, is scheduled to end three years after the closing date of the Windom Peak Funding Facility) and to make advances under revolving loans or delayed draw term loans in respect of which Windom Peak Funding is a lender.

Advances under the Windom Peak Funding Facility will bear interest, payable on a monthly basis in arrears, at a per annum rate equal to the “benchmark” rate for the currency of the applicable advance (which is, daily simple SOFR with respect to dollar advances) plus the “applicable margin” (which is a blended spread equal to the sum of 1.65% per annum with respect to any advances backed by broadly-syndicated loans and 2.15% per annum with respect to any advances backed by recurring revenue loans, middle market loans, first-lien last out loans or second lien loans).

Proceeds from borrowings under the Windom Peak Funding Facility may be used to fund portfolio investments by Windom Peak Funding and to make advances under revolving loans or delayed draw term loans where Windom Peak Funding is a lender. Windom Peak Funding is required to utilize a minimum percentage of the financing commitments, with unused amounts below such minimum utilization amount accruing a fee at a rate of 1.50% per annum. Windom Peak Funding also pays an unused fee of 0.50% on the daily unused amount of the financing commitments, in addition to certain other fees, each as agreed between Windom Peak Funding and Wells Fargo.

The period during which Windom Peak Funding may make borrowings under the Windom Peak Funding Facility expires on September 2, 2024, and the Windom Peak Funding Facility matures and all amounts outstanding under the facility must be repaid by September 2, 2026.

Monarch Peak Funding Facility

On November 3, 2021, Monarch Peak Funding entered into a senior secured revolving credit facility (the “Monarch Peak Funding Facility”) with MUFG Bank, Ltd. (“MUFG”). MUFG serves as administrative agent, The Bank of New York Mellon Trust Company, National Association, serves as collateral agent, collateral custodian and collateral administrator and the Company serves as collateral manager under the Monarch Peak Funding Facility.

Advances used to finance the purchase or origination of broadly syndicated loans under the Monarch Peak Funding Facility bear interest at a per annum rate equal to one-month term SOFR, plus the applicable margin of 1.65% per annum. Advances used to finance the purchase or origination of middle market loans under the Monarch Peak Funding Facility bear interest at a per annum rate equal to one-month term SOFR plus the applicable margin of 2.05% per annum. Monarch Peak Funding is required to utilize a minimum percentage of the financing comments, with unused amounts below such minimum utilization percentage accruing a fee at a rate of 1.99% per annum. Monarch Peak Funding also pays an unused commitment fee of 0.35% per annum on a portion of the daily unused commitments under the Monarch Peak Funding Facility in excess of such minimum utilization amounts, in addition to certain other fees as agreed between Monarch Peak Funding and MUFG.

Proceeds from borrowings under the Monarch Peak Funding Facility may be used to fund portfolio investments by Monarch Peak Funding and to make advances under revolving loans or delayed draw term loans where Monarch Peak Funding is a lender.

On May 28, 2024, the Company reduced the committed principal of the Monarch Peak Funding Facility from $2.0 billion to $1.0 billion.

The period during which Monarch Peak Funding may make borrowings under the Monarch Peak Funding Facility expires on November 3, 2024, and the Monarch Peak Funding Facility will mature and all amounts outstanding under the facility must be repaid by November 3, 2026.

113

Blackstone Private Credit Fund

Notes to Condensed Consolidated Financial Statements

(Unaudited)

(in thousands, except share amounts, per share data, percentages and as otherwise noted)

Borah Peak Funding Facility

On April 4, 2022, Borah Peak Funding LLC entered into a senior secured revolving credit facility (the “Borah Peak Funding Facility”) with Bank of America. Bank of America served as administrative agent, Deutsche Bank Trust Company Americas (“DB Trust”) served as collateral administrator and the Company served as manager under the Borah Peak Funding Facility.

Advances under the Borah Peak Funding Facility bore interest at a per annum rate equal to the one-month term SOFR rate plus the applicable margin of 1.35%. Borah Peak Funding was required to utilize a minimum percentage of the financing commitment, with unused amounts below such minimum utilization amount accruing a fee at a rate of 1.35% per annum. In addition, Borah Peak Funding paid an unused fee of 0.25% per annum on the daily unused amount of the financing commitments in excess of such minimum utilization amount, in addition to certain other fees as agreed between Borah Peak Funding and Bank of America.

Proceeds from borrowings under the Borah Peak Funding Facility were used to fund portfolio investments by Borah Peak Funding and to make advances under revolving loans or delayed draw term loans where Borah Peak Funding is a lender.

On March 14, 2024, the Borah Peak Funding Facility was terminated and all amounts outstanding under the facility were repaid in full.

Naomi Peak Funding Facility

On July 18, 2022, Naomi Peak Funding entered into a senior secured revolving credit facility (the “Naomi Peak Funding Facility”) with Natixis. Natixis, New York Branch served as administrative agent, Wilmington Trust served as collateral agent, collateral administrator and custodian, and the Company served as collateral manager under the Naomi Peak Funding Facility.

Advances under the Naomi Peak Funding Facility bore interest at a per annum rate equal to three-month term SOFR plus an applicable margin of 2.50% per annum. Naomi Peak Funding paid an unused commitment fee of 0.50% per annum on the average daily unused revolving commitments under the Naomi Peak Funding Facility, which fee increased to 0.75% per annum for any day on or after January 18, 2023 on which more than 10% of the revolving commitments were unused, in addition to certain other fees as agreed between Naomi Peak Funding and Natixis.

On April 19, 2024, the Naomi Peak Funding Facility was terminated and all amounts outstanding under the facility were repaid in full.

Meridian Peak Funding Facility

On August 16, 2022, Meridian Peak Funding entered into a senior secured revolving credit facility (the “Meridian Peak Funding Facility”) with Massachusetts Mutual Life Insurance Company (“Mass Mutual”). Wilmington Trust, National Association serves as administrative agent, collateral agent and custodian, and the Company serves as equity holder and collateral manager under the Meridian Peak Funding Facility.

Advances under the Meridian Peak Funding Facility bear interest initially at a per annum rate equal to three-month term SOFR plus an applicable margin of 2.50% per annum. Effective August 16, 2023, Meridian Peak Funding will be required to utilize a minimum percentage of the financing commitments, with unused amounts below such minimum utilization amount accruing a fee at a rate of 2.50% per annum, in addition to certain other fees as agreed between Meridian Peak Funding and Mass Mutual.

Proceeds from borrowings under the Meridian Peak Funding Facility may be used to fund portfolio investments by Meridian Peak Funding and to make advances under revolving loans or delayed draw term loans where Meridian Peak Funding is a lender.

114

Blackstone Private Credit Fund

Notes to Condensed Consolidated Financial Statements

(Unaudited)

(in thousands, except share amounts, per share data, percentages and as otherwise noted)

The period during which Meridian Peak Funding may make borrowings under the Meridian Peak Funding Facility expires on August 16, 2025, and the Meridian Peak Funding Facility will mature and all amounts outstanding under the credit facility must be repaid by August 16, 2030.

Haydon Peak Funding Facility

On October 7, 2022, Haydon Peak Funding entered into a senior secured revolving credit facility (the “Haydon Peak Funding Facility”) with HSBC Bank USA, National Association (“HSBC”). HSBC serves as administrative agent, Wilmington Trust serves as collateral agent, account bank and collateral custodian, and the Company serves as servicer and transferor under the Haydon Peak Funding Facility.

Prior to May 25, 2023, advances under the Haydon Peak Funding Facility bore interest at a per annum rate equal to the benchmark in effect for the currency of the applicable advance (which is one- or three-month term SOFR or daily simple SOFR, at the election of Haydon Peak Funding, in the case of dollar advances), plus an applicable margin ranging from 1.75% to 2.25% per annum depending on the nature of the advances being requested under the credit facility. Effective May 25, 2023, the applicable margin for all advances was increased to 2.35% per annum. Effective April 7, 2023, Haydon Peak Funding pays an unused commitment fee of 0.50% per annum if the unused facility amount is greater than 25%, based on the average daily unused amount of the financing commitments, in addition to certain other fees as agreed between Haydon Peak Funding and HSBC.

Proceeds from borrowings under the Haydon Peak Funding Facility may be used to fund portfolio investments by Haydon Peak Funding and to make advances under revolving loans or delayed draw term loans where Haydon Peak Funding is a lender.

The period during which Haydon Peak Funding may make borrowings under the Haydon Peak Funding Facility expires on May 25, 2026, and the Haydon Peak Funding Facility will mature and all amounts outstanding under the credit facility must be repaid by May 25, 2028.

Bear Peak Funding Facility

On October 10, 2022, Bear Peak Funding entered into a senior secured revolving credit facility (the “Bear Peak Funding Facility”) with BNPP. GLAS USA LLC serves as administrative agent, GLAS Trust Corporation Limited serves as collateral agent, and the Company serves as servicer under the Bear Peak Funding Facility.

Advances under the Bear Peak Funding Facility bear interest at a per annum rate equal to the benchmark in effect for the currency of the applicable advance, plus an applicable margin of 2.45% per annum. Effective February 10, 2023, Bear Peak Funding will pay a commitment fee of 0.90% per annum if the unused facility amount is greater than 50% or 0.35% per annum if the unused facility amount is less than or equal to 50% and greater than 25%, based on the average daily unused amount of the financing commitments. Bear Peak Funding also pays BNPP an arranger fee, in addition to certain other fees, each as agreed between Bear Peak Funding and BNPP.

The current principal amount as of June 30, 2024 is €500.0 million. Proceeds from borrowings under the credit facility may be used to fund portfolio investments by Bear Peak Funding and to make advances under delayed draw term loans and revolving loans where Bear Peak Funding is a lender.

The period during which Bear Peak Funding may make borrowings under the Bear Peak Funding Facility expires on October 10, 2025, and the Bear Peak Funding Facility will mature and all amounts outstanding under the facility must be repaid by October 10, 2027.

Revolving Credit Facility

On May 18, 2021, the Company, entered into a senior secured credit facility (which was most recently amended and restated on June 9, 2023, and as further amended from time to time, the “Revolving Credit Facility”) with Citi. Citi serves as administrative agent and collateral agent.

115

Blackstone Private Credit Fund

Notes to Condensed Consolidated Financial Statements

(Unaudited)

(in thousands, except share amounts, per share data, percentages and as otherwise noted)

The Revolving Credit Facility provides for borrowings in U.S. dollars and certain agreed upon foreign currencies. Borrowings under the Revolving Credit Facility are subject to compliance with a borrowing base. As of June 30, 2024, a portion of the Revolving Credit Facility consists of funded term loans in the aggregate principal amount of $390.0 million, and the Revolving Credit Facility provides for the issuance of letters of credit on behalf of the Company in an aggregate face amount not to exceed $175.0 million. Proceeds from the borrowings under the Revolving Credit Facility may be used for general corporate purposes of the Company and its subsidiaries. As of June 30, 2024, the period during which the Company may make borrowings on the Revolving Credit Facility expires on June 9, 2027 (other than with respect to the foreign currency commitments of certain lenders in the amount of $50.0 million, which expire on May 6, 2026), and the Revolving Credit Facility will mature and all amounts outstanding under the credit facility must be repaid by June 9, 2028 (other than with respect to the foreign currency commitments of certain lenders in the amount of $50.0 million, which mature on May 6, 2027), pursuant to an amortization schedule.

Prior to the effectiveness of the Revolver Amendment, as defined in Note 12, borrowings under the Revolving Credit Facility bear interest at a per annum rate equal to, (x) for loans for which the Company elects the base rate option, the “alternate base rate” (which is the greatest of (a) the prime rate as publicly announced by Citi, (b) the sum of (i) the weighted average of the rates on overnight federal funds transactions with members of the Federal Reserve System plus (ii) 0.5%, and (c) one month adjusted term SOFR plus 1% per annum) plus (A) if the gross borrowing base is equal to or greater than 1.6 times the combined revolving debt amount, 0.75%, or (B) if the gross borrowing base is less than 1.6 times the combined revolving debt amount, 0.875%, and (y) for all other loans, the applicable benchmark rate for the related Interest Period for such Borrowing plus (A) if the gross borrowing base is equal to or greater than 1.6 times the combined revolving debt amount, 1.75%, or (B) if the gross borrowing base is less than 1.6 times the combined revolving debt amount, 1.875%. The Company pays an unused fee of 0.375% per annum on the daily unused amount of the revolver commitments. The Company will pay letter of credit participation fees and a fronting fee on the average daily amount of any lender’s exposure with respect to any letters of credit issued under the Revolving Credit Facility.

The Company’s obligations to the lenders under the Revolving Credit Facility are secured by a first priority security interest in substantially all of the Company’s assets.

In connection with the Revolving Credit Facility, the Company has made certain customary representations and warranties and is required to comply with various covenants, reporting requirements and other customary requirements for similar facilities. In addition, the Company must comply with the following financial covenants: (a) the Company must maintain a minimum shareholders’ equity, measured as of each fiscal quarter end; and (b) the Company must maintain at all times a 150% asset coverage ratio.

The Revolving Credit Facility contains customary events of default for similar financing transactions. Upon the occurrence and during the continuation of an event of default, Citi may terminate the commitments and declare the outstanding advances and all other obligations under the Revolving Credit Facility immediately due and payable.

As of June 30, 2024 and December 31, 2023, the Company was in compliance with all covenants and other requirements of the Revolving Credit Facility.

On August 6, 2024, the Revolving Credit Facility was amended. For further detail on the amendment, see “Note 12. Subsequent Events”.

116

Blackstone Private Credit Fund

Notes to Condensed Consolidated Financial Statements

(Unaudited)

(in thousands, except share amounts, per share data, percentages and as otherwise noted)

Private Placement Bonds

The Company issued unsecured notes, as further described below: June 2024 Notes, June 2026 Notes, May 2027 Notes and October 2027 Notes (each as defined below), which are collectively referred to herein as the “Private Placement Bonds.”

As of June 30, 2024 and December 31, 2023, the Company was in compliance with all covenants and other requirements of each of the Private Placement Bonds.

June 2024 Notes

On June 21, 2021, the Company entered into a Note Purchase Agreement (the “2021 Note Purchase Agreement”) governing the issuance of $435.0 million in aggregate principal amount of its 2.56% Series A Senior Notes (the “June 2024 Notes”) to qualified institutional investors in a private placement. Interest on the June 2024 Notes was due semiannually on June 3 and December 3. In addition, the Company was obligated to offer to repay the June 2024 Notes at par if certain change in control events occur. The June 2024 Notes were general unsecured obligations of the Company that ranked pari passu with all outstanding and future unsecured unsubordinated indebtedness issued by the Company.

The June 2024 Notes were issued on June 21, 2021 and matured on June 21, 2024 and were paid off consistent with the terms of the 2021 Note Purchase Agreement.

In connection with the June 2024 Notes, the Company entered into an interest rate swap to more closely align the interest rates of the Company’s liabilities with the investment portfolio, which consists of predominately floating rate loans. The Company designated this interest rate swap and the June 2024 Notes in a qualifying hedge accounting relationship. The interest rate swap designated in the qualifying hedge accounting of the June 2024 Notes matured on June 21, 2024.

June 2026 Notes

On August 17, 2021, the Company entered into the first supplement (the “First Supplement”) to the 2021 Note Purchase Agreement, governing the issuance of $400.0 million in aggregate principal amount of its 3.27% Series B Senior Notes (the “June 2026 Notes”) to qualified institutional investors in a private placement. The June 2026 Notes were issued on June 21, 2021 and will mature on June 21, 2026 unless redeemed, purchased or prepaid prior to such date by the Company or its affiliates in accordance with their terms. Interest on the June 2026 Notes will be due semiannually on February 17 and August 17. In addition, the Company is obligated to offer to repay the June 2026 Notes at par if certain change in control events occur. The June 2026 Notes are general unsecured obligations of the Company that rank pari passu with all outstanding and future unsecured unsubordinated indebtedness issued by the Company. In addition, in the event of a Below Investment Grade Event, the June 2026 Notes will bear interest at a fixed rate of 4.27% per year from the date of the occurrence of the Below Investment Grade Event to and until the date on which the Below Investment Grade Event is no longer continuing.

May 2027 Notes

On May 3, 2022, the Company entered into a Note Purchase Agreement (the “May 2022 Note Purchase Agreement”) governing the issuance of $625.0 million in aggregate principal amount 5.61% Series A Senior Notes (the “May 2027 Notes”) to qualified institutional investors in a private placement. The May 2027 Notes were issued on May 3, 2022 and will mature on May 3, 2027 unless redeemed, purchased or prepaid prior to such date by the Company or its affiliates in accordance with their terms. Interest on the May 2027 Notes will be due semiannually. In addition, the Company is obligated to offer to repay the May 2027 Notes at par if certain change in control events occur. The May 2027 Notes are general unsecured obligations of the Company that rank pari passu with all outstanding and future unsecured unsubordinated indebtedness issued by the Company. In addition, in the event that a Below Investment Grade Event occurs, the May 2027 Notes will bear interest at a fixed rate of 6.61% per year from the date of the occurrence of the Below Investment Grade Event to and until the date on which the Below Investment Grade Event is no longer continuing.

In connection with the May 2027 Notes, the Company entered into an interest rate swap to more closely align the interest rates of the Company’s liabilities with the investment portfolio, which consists of predominately floating rate loans. The Company designated this interest rate swap and the May 2027 Notes in a qualifying hedge accounting relationship.

117

Blackstone Private Credit Fund

Notes to Condensed Consolidated Financial Statements

(Unaudited)

(in thousands, except share amounts, per share data, percentages and as otherwise noted)

October 2027 Notes

On October 11, 2022, the Company entered into a Master Note Purchase Agreement (the “October 2022 Note Purchase Agreement”) governing the issuance of $350.0 million in aggregate principal amount of its 7.49% Series D Senior Notes (the “October 2027 Notes”) to qualified institutional investors in a private placement. The October 2027 Notes were issued on October 11, 2022 for an aggregate issue price of $345.6 million, or $987.57 per $1,000 principal amount of the October 2027 Notes, and will mature on October 11, 2027 unless redeemed, purchased or prepaid prior to such date by the Company or its affiliates in accordance with their terms. Interest on the Notes will be due semiannually. In addition, the Company is obligated to offer to repay the October 2027 Notes at par if certain change in control events occur. The October 2027 Notes are general unsecured obligations of the Company that rank pari passu with all outstanding and future unsecured, unsubordinated indebtedness issued by the Company. In addition, in the event that a Below Investment Grade Event (as defined in the October 2022 Note Purchase Agreement) occurs, the October 2027 Notes will bear interest at a fixed rate of 8.49% per year from the date of the occurrence of the Below Investment Grade Event to and until the date on which the Below Investment Grade Event is no longer continuing.

In connection with the October 2027 Notes, the Company entered into an interest rate swap to more closely align the interest rates of the Company’s liabilities with the investment portfolio, which consists of predominately floating rate loans. The Company designated this interest rate swap and the October 2027 Notes in a qualifying hedge accounting relationship.

Unsecured Notes

The Company issued unsecured notes, as further described below: September 2024 Notes, December 2026 Notes, November 2026 Eurobonds, November 2024 Notes, March 2027 Notes, January 2025 Notes, January 2029 Notes, March 2025 Notes, April 2026 UK Bonds, September 2025 Notes, November 2028 Notes, January 2031 Notes and July 2029 Notes (each as defined below), which are collectively referred to herein as the “Unsecured Notes”.

The Unsecured Notes contain certain covenants, including covenants requiring the Company to comply with the asset coverage requirements of Section 18(a)(1)(A) as modified by Section 61(a)(1) and (2) of the 1940 Act, whether or not it is subject to those requirements, and to provide financial information to the holders of the Unsecured Notes and the Trustee (as defined below) if the Company is no longer subject to the reporting requirements under the Exchange Act. These covenants are subject to important limitations and exceptions that are described in each respective indenture governing the Unsecured Notes (the “Unsecured Notes Indentures”).

In addition, on the occurrence of a “change of control repurchase event,” as defined in each respective Unsecured Notes Indenture, the Company will generally be required to make an offer to purchase the outstanding Unsecured Notes at a price equal to 100% of the principal amount of such Unsecured Notes plus accrued and unpaid interest to the repurchase date.

As of June 30, 2024 and December 31, 2023, the Company was in compliance with all covenants and other requirements of each of the Unsecured Notes.

September 2024 Notes

On September 15, 2021, the Company issued $365.0 million aggregate principal amount of 1.750% notes due 2024 (the “September 2024 Notes”) pursuant to an indenture (the “Base Indenture”) and a supplemental indenture, each dated as of September 15, 2021 (and together with the Base Indenture, the “September 2024 Notes Indenture”), between the Company and U.S. Bank Trust Company, National Association (as successor in interest to U.S. Bank National Association, the “Trustee”).

118

Blackstone Private Credit Fund

Notes to Condensed Consolidated Financial Statements

(Unaudited)

(in thousands, except share amounts, per share data, percentages and as otherwise noted)

The September 2024 Notes will mature on September 15, 2024 and may be redeemed in whole or in part at the Company’s option at any time or from time to time at the redemption prices set forth in the September 2024 Notes Indenture. The September 2024 Notes bear interest at a rate of 1.75% per year payable semi-annually on March 15 and September 15 of each year, commencing on March 15, 2022. The September 2024 Notes are general unsecured obligations of the Company that rank senior in right of payment to all of the Company’s existing and future indebtedness that is expressly subordinated in right of payment to the September 2024 Notes, rank pari passu with all existing and future unsecured unsubordinated indebtedness issued by the Company, rank effectively junior to any of the Company’s secured indebtedness (including unsecured indebtedness that the Company later secures) to the extent of the value of the assets securing such indebtedness, and rank structurally junior to all existing and future indebtedness (including trade payables) incurred by the Company’s subsidiaries, financing vehicles or similar facilities.

In connection with the September 2024 Notes, the Company entered into an interest rate swap to more closely align the interest rates of the Company’s liabilities with the investment portfolio, which consists of predominately floating rate loans. The Company designated this interest rate swap and the September 2024 Notes in a qualifying hedge accounting relationship.

December 2026 Notes

On September 15, 2021, the Company issued $900.0 million aggregate principal amount of 2.625% notes due 2026 (the “December 2026 Notes”) pursuant to a supplemental indenture, dated as of September 15, 2021 (and together with the Base Indenture, the “December 2026 Notes Indenture”), to the Base Indenture between the Company and the Trustee.

The December 2026 Notes will mature on December 15, 2026 and may be redeemed in whole or in part at the Company’s option at any time or from time to time at the redemption prices set forth in the December 2026 Notes Indenture. The December 2026 Notes bear interest at a rate of 2.625% per year payable semi-annually on June 15 and December 15 of each year, commencing on June 15, 2022. The December 2026 Notes are general unsecured obligations of the Company that rank senior in right of payment to all of the Company's existing and future indebtedness that is expressly subordinated in right of payment to the December 2026 Notes, rank pari passu with all existing and future unsecured unsubordinated indebtedness issued by the Company, rank effectively junior to any of the Company’s secured indebtedness (including unsecured indebtedness that the Company later secures) to the extent of the value of the assets securing such indebtedness, and rank structurally junior to all existing and future indebtedness (including trade payables) incurred by the Company's subsidiaries, financing vehicles or similar facilities.

On October 13, 2021, the Company issued $350.0 million aggregate principal amount of 2.625% notes due 2026 (“December 2026 Notes Upsize”) under the Company's Base Indenture and December 2026 Notes Indenture. The December 2026 Notes Upsize were issued as “Additional Notes” under the December 2026 Notes Indenture and have identical terms to the Company's $900.0 million December 2026 Notes that were issued on September 15, 2021, other than the issue date and the issue price. The December 2026 Notes Upsize will be treated as a single class of notes with the December 2026 Notes for all purposes under the December 2026 Notes Indenture.

In connection with the December 2026 Notes, the Company entered into an interest rate swap to more closely align the interest rates of the Company’s liabilities with the investment portfolio, which consists of predominately floating rate loans. The Company designated this interest rate swap and the December 2026 Notes in a qualifying hedge accounting relationship.

November 2026 Eurobonds

On November 2, 2021, the Company issued €500.0 million aggregate principal amount of 1.750% notes due 2026 (the “November 2026 Eurobonds”) pursuant to a supplemental indenture, dated as of November 2, 2021 (and together with the Base Indenture, the “November 2026 Eurobonds Indenture”), to the Base Indenture between the Company and the Trustee.

119

Blackstone Private Credit Fund

Notes to Condensed Consolidated Financial Statements

(Unaudited)

(in thousands, except share amounts, per share data, percentages and as otherwise noted)

The November 2026 Eurobonds will mature on November 30, 2026 and may be redeemed in whole or in part at the Company’s option at any time or from time to time at the redemption prices set forth in the November 2026 Eurobonds Indenture. The November 2026 Eurobonds bear interest at a rate of 1.750% per year payable annually on November 30 of each year, commencing on November 30, 2021. The November 2026 Eurobonds are general unsecured obligations of the Company that rank senior in right of payment to all of the Company's existing and future indebtedness that is expressly subordinated in right of payment to the November 2026 Eurobonds, rank pari passu with all existing and future unsecured unsubordinated indebtedness issued by the Company, rank effectively junior to any of the Company’s secured indebtedness (including unsecured indebtedness that the Company later secures) to the extent of the value of the assets securing such indebtedness, and rank structurally junior to all existing and future indebtedness (including trade payables) incurred by the Company's subsidiaries, financing vehicles or similar facilities.

November 2024 Notes

On November 22, 2021, the Company issued $500.0 million aggregate principal amount of 2.350% notes due 2024 (the “November 2024 Notes”) pursuant to a supplemental indenture, dated as of November 22, 2021 (and together with the Base Indenture, the “November 2024 Notes Indenture”), between the Company and the Trustee.

The November 2024 Notes will mature on November 22, 2024 and may be redeemed in whole or in part at the Company’s option at any time or from time to time at the redemption prices set forth in the November 2024 Notes Indenture. The November 2024 Notes bear interest at a rate of 2.350% per year payable semi-annually on May 22 and November 22 of each year, commencing on May 22, 2022. The November 2024 Notes are general unsecured obligations of the Company that rank senior in right of payment to all of the Company’s existing and future indebtedness that is expressly subordinated in right of payment to the November 2024 Notes, rank pari passu with all existing and future unsecured unsubordinated indebtedness issued by the Company, rank effectively junior to any of the Company’s secured indebtedness (including unsecured indebtedness that the Company later secures) to the extent of the value of the assets securing such indebtedness, and rank structurally junior to all existing and future indebtedness (including trade payables) incurred by the Company’s subsidiaries, financing vehicles or similar facilities.

In connection with the November 2024 Notes, the Company entered into an interest rate swap to more closely align the interest rates of the Company’s liabilities with the investment portfolio, which consists of predominately floating rate loans. The Company designated this interest rate swap and the November 2024 Notes in a qualifying hedge accounting relationship.

March 2027 Notes

On November 22, 2021, the Company issued $1.0 billion aggregate principal amount of 3.250% notes due 2027 (the “March 2027 Notes”) pursuant to a supplemental indenture, dated as of November 22, 2021 (and together with the Base Indenture, the “March 2027 Notes Indenture”), between the Company and the Trustee.

The March 2027 Notes will mature on March 15, 2027 and may be redeemed in whole or in part at the Company’s option at any time or from time to time at the redemption prices set forth in the March 2027 Notes Indenture. The March 2027 Notes bear interest at a rate of 3.250% per year payable semi-annually on March 15 and September 15 of each year, commencing on March 15, 2022. The March 2027 Notes are general unsecured obligations of the Company that rank senior in right of payment to all of the Company’s existing and future indebtedness that is expressly subordinated in right of payment to the March 2027 Notes, rank pari passu with all existing and future unsecured unsubordinated indebtedness issued by the Company, rank effectively junior to any of the Company’s secured indebtedness (including unsecured indebtedness that the Company later secures) to the extent of the value of the assets securing such indebtedness, and rank structurally junior to all existing and future indebtedness (including trade payables) incurred by the Company’s subsidiaries, financing vehicles or similar facilities.

January 2025 Notes

On January 18, 2022, the Company issued $500.0 million aggregate principal amount of 2.700% notes due in 2025 (the “January 2025 Notes”) pursuant to a supplemental indenture, dated as of January 18, 2022 (and together with the Base Indenture, the “January 2025 Notes Indenture”), to the Base Indenture between the Company and the Trustee.

120

Blackstone Private Credit Fund

Notes to Condensed Consolidated Financial Statements

(Unaudited)

(in thousands, except share amounts, per share data, percentages and as otherwise noted)

The January 2025 Notes will mature on January 15, 2025 and may be redeemed in whole or in part at the Company’s option at any time or from time to time at the redemption prices set forth in the January 2025 Notes Indenture. The January 2025 Notes bear interest at a rate of 2.700% per year payable semi-annually on January 15 and July 15 of each year, commencing on July 15, 2022. The January 2025 Notes are general unsecured obligations of the Company that rank senior in right of payment to all of the Company’s existing and future indebtedness that is expressly subordinated in right of payment to the January 2025 Notes, rank pari passu with all existing and future unsecured unsubordinated indebtedness issued by the Company, rank effectively junior to any of the Company’s secured indebtedness (including unsecured indebtedness that the Company later secures) to the extent of the value of the assets securing such indebtedness, and rank structurally junior to all existing and future indebtedness (including trade payables) incurred by the Company’s subsidiaries, financing vehicles or similar facilities.

In connection with the January 2025 Notes, the Company entered into an interest rate swap to more closely align the interest rates of the Company’s liabilities with the investment portfolio, which consists of predominately floating rate loans. The Company designated this interest rate swap and the January 2025 Notes in a qualifying hedge accounting relationship.

January 2029 Notes

On January 18, 2022, the Company issued $650.0 million aggregate principal amount of 4.000% notes due in 2029 (the “January 2029 Notes”) pursuant to a supplemental indenture, dated as of January 18, 2022 (and together with the Base Indenture, the “January 2029 Notes Indenture”), to the Base Indenture between the Company and the Trustee.

The January 2029 Notes will mature on January 15, 2029 and may be redeemed in whole or in part at the Company’s option at any time or from time to time at the redemption prices set forth in the January 2029 Notes Indenture. The January 2029 Notes bear interest at a rate of 4.000% per year payable semi-annually on January 15 and July 15 of each year, commencing on July 15, 2022. The January 2029 Notes are general unsecured obligations of the Company that rank senior in right of payment to all of the Company’s existing and future indebtedness that is expressly subordinated in right of payment to the January 2029 Notes, rank pari passu with all existing and future unsecured unsubordinated indebtedness issued by the Company, rank effectively junior to any of the Company’s secured indebtedness (including unsecured indebtedness that the Company later secures) to the extent of the value of the assets securing such indebtedness, and rank structurally junior to all existing and future indebtedness (including trade payables) incurred by the Company’s subsidiaries, financing vehicles or similar facilities.

March 2025 Notes

On March 24, 2022, the Company issued $900.0 million aggregate principal amount of 4.700% notes due in 2025 (the “March 2025 Notes”) pursuant to a supplemental indenture, dated as of March 24, 2022 (and together with the Base Indenture, the “March 2025 Notes Indenture”), to the Base Indenture between the Company and the Trustee.

The March 2025 Notes will mature on March 24, 2025 and may be redeemed in whole or in part at the Company’s option at any time or from time to time at the redemption prices set forth in the March 2025 Notes Indenture. The March 2025 Notes bear interest at a rate of 4.700% per year payable semi-annually on March 24 and September 24 of each year, commencing on September 24, 2022. The March 2025 Notes are general unsecured obligations of the Company that rank senior in right of payment to all of the Company’s existing and future indebtedness that is expressly subordinated in right of payment to the March 2025 Notes, rank pari passu with all existing and future unsecured unsubordinated indebtedness issued by the Company, rank effectively junior to any of the Company’s secured indebtedness (including unsecured indebtedness that the Company later secures) to the extent of the value of the assets securing such indebtedness, and rank structurally junior to all existing and future indebtedness (including trade payables) incurred by the Company’s subsidiaries, financing vehicles or similar facilities.

In connection with the March 2025 Notes, the Company entered into an interest rate swap to more closely align the interest rates of the Company’s liabilities with the investment portfolio, which consists of predominately floating rate loans. The Company designated this interest rate swap and the March 2025 Notes in a qualifying hedge accounting relationship.

121

Blackstone Private Credit Fund

Notes to Condensed Consolidated Financial Statements

(Unaudited)

(in thousands, except share amounts, per share data, percentages and as otherwise noted)

April 2026 UK Bonds

On April 14, 2022, the Company issued £250.0 million in aggregate principal amount of its 4.875% notes due 2026 (the “April 2026 UK Bonds”) pursuant to a supplemental indenture, dated as of April 14, 2022 (and together with the Base Indenture, the “April 2026 UK Bonds Indenture”), to the Base Indenture between the Company and the Trustee.

The April 2026 UK Bonds will mature on April 14, 2026 and may be redeemed in whole or in part at the Company’s option at any time or from time to time at the redemption prices set forth in the April 2026 UK Bonds Indenture. The April 2026 UK Bonds bear interest at a rate of 4.875% per year payable annually on April 14 of each year, commencing April 14, 2023. The April 2026 UK Bonds are general unsecured obligations of the Company that rank senior in right of payment to all of the Company’s existing and future indebtedness that is expressly subordinated in right of payment to the April 2026 UK Bonds, rank pari passu with all existing and future unsecured unsubordinated indebtedness issued by the Company, rank effectively junior to any of the Company’s secured indebtedness (including unsecured indebtedness that the Company later secures) to the extent of the value of the assets securing such indebtedness, and rank structurally junior to all existing and future indebtedness (including trade payables) incurred by the Company’s subsidiaries, financing vehicles or similar facilities.

In connection with the April 2026 UK Bonds, the Company entered into an interest rate swap to more closely align the interest rates of the Company’s liabilities with the investment portfolio, which consists of predominately floating rate loans. The Company designated this interest rate swap and the April 2026 UK Bonds in a qualifying hedge accounting relationship.

September 2025 Notes

On September 27, 2022, the Company issued $600.0 million aggregate principal amount of 7.050% notes due in 2025 (the “September 2025 Notes”) pursuant to a supplemental indenture, dated as of September 27, 2022 (and together with the Base Indenture, the “September 2025 Notes Indenture”), to the Base Indenture between the Company and the Trustee.

The September 2025 Notes will mature on September 29, 2025 and may be redeemed in whole or in part at the Company’s option at any time or from time to time at the redemption prices set forth in the September 2025 Notes Indenture. The September 2025 Notes bear interest at a rate of 7.050% per year payable semi-annually on March 29 and September 29 of each year, commencing on March 29, 2023. The September 2025 Notes are general unsecured obligations of the Company that rank senior in right of payment to all of the Company’s existing and future indebtedness that is expressly subordinated in right of payment to the September 2025 Notes, rank pari passu with all existing and future unsecured unsubordinated indebtedness issued by the Company, rank effectively junior to any of the Company’s secured indebtedness (including unsecured indebtedness that the Company later secures) to the extent of the value of the assets securing such indebtedness, and rank structurally junior to all existing and future indebtedness (including trade payables) incurred by the Company’s subsidiaries, financing vehicles or similar facilities.

In connection with the September 2025 Notes, the Company entered into an interest rate swap to more closely align the interest rates of the Company’s liabilities with the investment portfolio, which consists of predominately floating rate loans. The Company designated this interest rate swap and September 2025 Notes in a qualifying hedge accounting relationship.

On November 17, 2022, the Company issued $200.0 million aggregate principal amount of 7.050% notes due 2025 (“September 2025 Notes Upsize”) under the Company's Base Indenture and September 2025 Notes Indenture. The September 2025 Notes Upsize were issued as “Additional Notes” under the September 2025 Notes Indenture and have identical terms to the Company's $600.0 million September 2025 Notes that were issued on September 27, 2022, other than the issue date and the issue price. The September 2026 Notes Upsize will be treated as a single class of notes with the September 2026 Notes for all purposes under the September 2025 Notes Indenture.

In connection with the September 2025 Notes Upsize, the Company entered into an interest rate swap to more closely align the interest rates of the Company’s liabilities with the investment portfolio, which consists of predominately floating rate loans. The Company designated this interest rate swap and the September 2025 Notes Upsize in a qualifying hedge accounting relationship.

122

Blackstone Private Credit Fund

Notes to Condensed Consolidated Financial Statements

(Unaudited)

(in thousands, except share amounts, per share data, percentages and as otherwise noted)

November 2028 Notes

On November 27, 2023, the Company issued $500.0 million aggregate principal amount of 7.300% notes due in 2028 (the “November 2028 Notes”) pursuant to a supplemental indenture, dated as of November 27, 2023 (and together with the Base Indenture, the “November 2028 Notes Indenture”), to the Base Indenture between the Company and the Trustee.

The November 2028 Notes will mature on November 27, 2028 and may be redeemed in whole or in part at the Company’s option at any time or from time to time at the redemption prices set forth in the November 2028 Notes Indenture. The November 2028 Notes bear interest at a rate of 7.300% per year payable semi-annually on May 27 and November 27 of each year, commencing on May 27, 2024. The November 2028 Notes are general unsecured obligations of the Company that rank senior in right of payment to all of the Company’s existing and future indebtedness that is expressly subordinated in right of payment to the November 2028 Notes, rank pari passu with all existing and future unsecured unsubordinated indebtedness issued by the Company, rank effectively junior to any of the Company’s secured indebtedness (including unsecured indebtedness that the Company later secures) to the extent of the value of the assets securing such indebtedness, and rank structurally junior to all existing and future indebtedness (including trade payables) incurred by the Company’s subsidiaries, financing vehicles or similar facilities.

In connection with the November 2028 Notes, the Company entered into an interest rate swap to more closely align the interest rates of the Company’s liabilities with the investment portfolio, which consists of predominately floating rate loans. The Company designated this interest rate swap and the November 2028 Notes in a qualifying hedge accounting relationship.

January 2031 Notes

On January 25, 2024, the Company issued $500.0 million aggregate principal amount of 6.250% notes due in 2031 (the “January 2031 Notes”) pursuant to a supplemental indenture, dated as of January 25, 2024 (and together with the Base Indenture, the “January 2031 Notes Indenture”), to the Base Indenture between the Company and the Trustee.

The January 2031 Notes will mature on January 25, 2031 and may be redeemed in whole or in part at the Company’s option at any time or from time to time at the redemption prices set forth in the January 2031 Notes Indenture. The January 2031 Notes bear interest at a rate of 6.250% per year payable semi-annually on January 25 and July 25 of each year, commencing on July 25, 2024. The January 2031 Notes are general unsecured obligations of the Company that rank senior in right of payment to all of the Company’s existing and future indebtedness that is expressly subordinated in right of payment to the January 2031 Notes, rank pari passu with all existing and future unsecured unsubordinated indebtedness issued by the Company, rank effectively junior to any of the Company’s secured indebtedness (including unsecured indebtedness that the Company later secures) to the extent of the value of the assets securing such indebtedness, and rank structurally junior to all existing and future indebtedness (including trade payables) incurred by the Company’s subsidiaries, financing vehicles or similar facilities.

In connection with the January 2031 Notes, the Company entered into an interest rate swap to more closely align the interest rates of the Company’s liabilities with the investment portfolio, which consists of predominately floating rate loans. The Company designated this interest rate swap and the January 2031 Notes in a qualifying hedge accounting relationship.

July 2029 Notes

On May 29, 2024, the Company issued $500.0 million aggregate principal amount of 5.950% notes due in 2029 (the “July 2029 Notes”) pursuant to a supplemental indenture, dated as of May 29, 2024 (and together with the Base Indenture, the “July 2029 Notes Indenture”), to the Base Indenture between the Company and the Trustee.

123

Blackstone Private Credit Fund

Notes to Condensed Consolidated Financial Statements

(Unaudited)

(in thousands, except share amounts, per share data, percentages and as otherwise noted)

The July 2029 Notes will mature on July 16, 2029 and may be redeemed in whole or in part at the Company’s option at any time or from time to time at the redemption prices set forth in the July 2029 Notes Indenture. The July 2029 Notes bear interest at a rate of 5.950% per year payable semi-annually on January 16 and July 16 of each year, commencing on January 16, 2025. The July 2029 Notes are general unsecured obligations of the Company that rank senior in right of payment to all of the Company’s existing and future indebtedness that is expressly subordinated in right of payment to the July 2029 Notes, rank pari passu with all existing and future unsecured unsubordinated indebtedness issued by the Company, rank effectively junior to any of the Company’s secured indebtedness (including unsecured indebtedness that the Company later secures) to the extent of the value of the assets securing such indebtedness, and rank structurally junior to all existing and future indebtedness (including trade payables) incurred by the Company’s subsidiaries, financing vehicles or similar facilities.

In connection with the July 2029 Notes, the Company entered into an interest rate swap to more closely align the interest rates of the Company’s liabilities with the investment portfolio, which consists of predominately floating rate loans. The Company designated this interest rate swap and the July 2029 Notes in a qualifying hedge accounting relationship.

Debt Securitizations

The Company has determined that the securitization vehicles noted below operate as an extension of the Company and therefore, will be consolidated by the Company.

2021-1 BSL Debt Securitization

On June 29, 2021, the Company completed an $876.6 million term debt securitization (the “2021-1 BSL Debt Securitization”), $819.5 million of which was funded on the closing date. Term debt securitizations are also known as collateralized loan obligations and are a form of secured financing incurred by the Company, which is consolidated by the Company for financial reporting purposes and subject to its overall asset coverage requirement. The notes offered in the 2021-1 BSL Debt Securitization (collectively, the “2021-1 BSL Notes”) were issued by BCRED BSL CLO 2021-1, Ltd. (“BCRED BSL CLO Issuer”), a special purpose vehicle with its ordinary shares owned in a Cayman Islands charitable trust, and BCRED BSL CLO 2021-1, LLC, a wholly-owned subsidiary of BCRED BSL CLO Issuer (collectively, the “2021-1 BSL Issuers”), and are secured by a diversified portfolio of senior secured loans and participation interests therein. The Company holds the subordinated notes of BCRED BSL CLO Issuer representing a residual economic interest in BCRED BSL CLO Issuer.

The following table presents information on the secured and unsecured notes issued in the 2021-1 BSL Debt Securitization:

		June 30, 2024
Description	Type	Principal Outstanding		Interest Rate (3)	Credit Rating
Class A Notes	Senior Secured Floating Rate	$	499,800	SOFR + 1.25%	Aaa
Class B Notes	Senior Secured Floating Rate	38,760		SOFR + 1.80%	Aa2
Class C Notes	Mezzanine Secured Deferrable Floating Rate	59,160		SOFR + 2.15%	A2
Class D Notes	Mezzanine Secured Deferrable Floating Rate	65,280		SOFR + 3.35%	Baa3
Class E Notes (1)	Junior Secured Deferrable Floating Rate	—		SOFR + 7.00%	Ba3
Total Secured Notes		663,000
Subordinated Notes (2)		156,500		None	Not rated
Total 2021-1 BSL Notes		$	819,500

(1)The Class E Notes were initially issued as unfunded, undrawn class of notes, in the amount of $57.1 million, that may be funded after closing at direction of the Company.

(2)The Company retained all of the Subordinated Notes issued in the 2021-1 BSL Debt Securitization which are eliminated in consolidation.

(3)The floating rate notes include a spread adjustment to SOFR of 0.26161% included within the base rate.

124

Blackstone Private Credit Fund

Notes to Condensed Consolidated Financial Statements

(Unaudited)

(in thousands, except share amounts, per share data, percentages and as otherwise noted)

The 2021-1 BSL Notes mature in July 2034, unless redeemed by the 2021-1 BSL Issuers, at the direction of the Company as holder of the Subordinated Notes on any business day after July 20, 2023. In connection with the sale and contribution, the Company has made customary representations, warranties and covenants to the 2021-1 BSL Issuers. The Class A Notes, Class B Notes, Class C Notes and Class D Notes are the secured obligations of the 2021-1 BSL Issuers and the Class E Notes and Subordinated Notes are the unsecured obligations of BCRED BSL CLO Issuer. The indenture governing the 2021-1 BSL Notes includes customary covenants and events of default.

The 2021-1 BSL Notes have not been, and will not be, registered under the Securities Act of 1933, as amended (the “Securities Act”), or any state securities or “blue sky” laws and may not be offered or sold in the United States absent registration with the SEC or an applicable exemption from registration.

The Company serves as collateral manager to BCRED BSL CLO Issuer under a collateral management agreement and has agreed to irrevocably waive all collateral management fees payable pursuant to the collateral management agreement.

2021-2 Debt Securitization

On November 1, 2021, the Company completed a $603.7 million term debt securitization (the “2021-2 Debt Securitization”). Term debt securitizations are also known as collateralized loan obligations and are a form of secured financing incurred by the Company, which is consolidated by the Company for financial reporting purposes and subject to its overall asset coverage requirement. The notes offered in the 2021-2 Debt Securitization (collectively, the “2021-2 Notes”) were issued by BCRED BSL CLO 2021-2, Ltd. (“BCRED BSL CLO 2 Issuer”), a special purpose vehicle with its ordinary shares owned in a Cayman Islands charitable trust, and BCRED BSL CLO 2021-2, LLC, a wholly-owned subsidiary of BCRED BSL CLO 2 Issuer (collectively, the “2021-2 Issuers”), and are secured by a diversified portfolio of senior secured loans and participation interests therein. The Company holds the subordinated notes of BCRED BSL CLO 2 Issuer representing a residual economic interest in BCRED BSL CLO 2 Issuer.

The following table presents information on the secured and unsecured notes issued in the 2021-2 Debt Securitization:

		June 30, 2024
Description	Type	Principal Outstanding		Interest Rate (2)	Credit Rating
Class A-L Loans	Senior Secured Floating Rate	$	218,000	SOFR + 1.22%	Aaa
Class A Notes	Senior Secured Floating Rate	149,500		SOFR + 1.22%	Aaa
Class B Notes	Senior Secured Floating Rate	38,100		SOFR + 1.75%	Aa2
Class C Notes	Mezzanine Secured Deferrable Floating Rate	48,000		SOFR + 2.05%	Not rated
Class D Notes	Mezzanine Secured Deferrable Floating Rate	52,200		SOFR + 3.15%	Not rated
Total Secured Notes		505,800
Subordinated Notes (1)		97,850		None	Not rated
Total 2021-2 Notes		$	603,650

(1)    The Company retained all of the Subordinated Notes issued in the 2021-2 Debt Securitization which are eliminated in consolidation.

(2)    The floating rate notes include a spread adjustment to SOFR of 0.26161% included within the base rate.        

The 2021-2 Notes mature in October 2034, unless redeemed by the 2021-2 Issuers, at the direction of the Company as holder of the Subordinated Notes on any business day after October 20, 2023. In connection with the sale and contribution, the Company has made customary representations, warranties and covenants to the 2021-2 Issuers. The Class A-L Loans, Class A Notes, Class B Notes, Class C Notes and Class D Notes are the secured obligations of the 2021-2 Issuers and the Subordinated Notes are the unsecured obligations of BCRED BSL CLO 2 Issuer. The indenture governing the 2021-2 Notes and the credit agreement governing the Class A-L Loans include customary covenants and events of default.

The 2021-2 Notes have not been, and will not be, registered under the Securities Act, or any state securities or “blue sky” laws and may not be offered or sold in the United States absent registration with the SEC or an applicable exemption from registration.

125

Blackstone Private Credit Fund

Notes to Condensed Consolidated Financial Statements

(Unaudited)

(in thousands, except share amounts, per share data, percentages and as otherwise noted)

The Company serves as collateral manager to BCRED BSL CLO 2 Issuer under a collateral management agreement and has agreed to irrevocably waive all collateral management fees payable pursuant to the collateral management agreement.

2021-1 MML Debt Securitization

On December 15, 2021, the Company completed a $1,001.0 million term debt securitization (the “MML 2021-1 Debt Securitization”). Term debt securitizations are also known as collateralized loan obligations and are a form of secured financing incurred by the Company, which is consolidated by the Company for financial reporting purposes and subject to its overall asset coverage requirement. The notes offered in the MML 2021-1 Debt Securitization (collectively, the “MML 2021-1 Notes”) were issued by BCRED MML CLO 2021-1 LLC (the “MML 2021-1 Issuer”), a wholly-owned and consolidated (for tax and accounting purposes) subsidiary of the Company, and are primarily secured by a diversified portfolio of middle market loans and participation interests therein.

The following table presents information on the secured and unsecured notes issued in the MML 2021-1 Debt Securitization:

		June 30, 2024
Description	Type	Principal Outstanding		Interest Rate (2)	Credit Rating
Class A Loans	Senior Secured Floating Rate	$	50,000	SOFR + 1.48%	Aaa
Class A Notes	Senior Secured Floating Rate	480,000		SOFR + 1.48%	Aaa
Class B Notes	Senior Secured Floating Rate	80,000		SOFR + 1.90%	Aa2
Class C Notes	Mezzanine Secured Deferrable Floating Rate	80,000		SOFR + 2.60%	A2
Total Secured Notes		690,000
Subordinated Notes (1)		311,000		None	Not rated
Total MML 2021-1 Notes		$	1,001,000

(1)The Company retained all of the Subordinated Notes issued in the 2021-1 MML Debt Securitization which are eliminated in consolidation.

(2)The floating rate notes include a spread adjustment to SOFR of 0.26161% included within the base rate.

The Company retained all of the Subordinated Notes issued in the Debt Securitization in part in exchange for the Company’s sale and contribution to the Issuer of the initial closing date portfolio. The Debt is scheduled to mature on January 15, 2035; however the Debt may be redeemed by the Issuer, at the direction of the Company as holder of the Subordinated Notes, on any business day after December 15, 2023. In connection with the sale and contribution, the Company has made customary representations, warranties and covenants to the Issuer. The Class A Notes, the Class A Loans, Class B Notes and Class C Notes are secured obligations of the Issuer, the Subordinated Notes are the unsecured obligations of the Issuer, and the indenture governing the Notes and the credit agreement governing the Class A Loans, each include customary covenants and events of default.

The MML 2021-1 Debt has not been, and will not be, registered under the Securities Act, or any state securities or “blue sky” laws and may not be offered or sold in the United States absent registration with the SEC or an applicable exemption from registration.

The Company serves as collateral manager to the MML 2021-1 Issuer under a collateral management agreement and has agreed to irrevocably waive all collateral management fees payable pursuant to the collateral management agreement.

126

Blackstone Private Credit Fund

Notes to Condensed Consolidated Financial Statements

(Unaudited)

(in thousands, except share amounts, per share data, percentages and as otherwise noted)

2022-1 MML Debt Securitization

On March 15, 2022, the Company completed a $1,090.4 million term debt securitization (the “MML 2022-1 Debt Securitization”). Term debt securitizations are also known as collateralized loan obligations and are a form of secured financing incurred by the Company, which is consolidated by the Company for financial reporting purposes and subject to its overall asset coverage requirement. The notes offered in the MML 2022-1 Debt Securitization (collectively, the “MML 2022-1 Notes”) were issued by BCRED MML CLO 2022-1 LLC (the “MML 2022-1 Issuer”), a wholly-owned and consolidated (for tax and accounting purposes) subsidiary of the Company, and are primarily secured by a diversified portfolio of middle market loans and participation interests therein.

The following table presents information on the secured and unsecured notes issued in the MML 2022-1 Debt Securitization:

		June 30, 2024
Description	Type	Principal Outstanding		Interest Rate	Credit Rating
Class A-1 Notes	Senior Secured Floating Rate	$	525,000	SOFR + 1.65%	Aaa
Class A-2 Notes	Senior Secured Fixed	80,000		3.41%	Aaa
Class B Notes	Senior Secured Floating Rate	66,000		SOFR + 2.00%	Aa2
Class C Notes	Mezzanine Secured Deferrable Floating Rate	88,000		SOFR + 2.75%	A2
Total Secured Notes		759,000
Subordinated Notes (1)		331,360		None	Not rated
Total MML 2022-1 Notes		$	1,090,360

(1)The Company retained all of the Subordinated Notes issued in the MML 2022-1 Debt Securitization which are eliminated in consolidation.

The Company retained all of the Subordinated Notes issued in the MML 2022-1 Debt Securitization in part in exchange for the Company’s sale and contribution to the MML 2022-1 Issuer of the initial closing date portfolio. The MML 2022-1 Notes are scheduled to mature on April 20, 2035; however the MML 2022-1 Notes may be redeemed by the MML 2022-1 Issuer, at the direction of the Company as holder of the Subordinated Notes, on any business day after April 20, 2024. In connection with the sale and contribution, the Company has made customary representations, warranties and covenants to the MML 2022-1 Issuers. The Class A-1 Notes, Class A-2 Notes, Class B Notes and Class C Notes are secured obligations of the MML 2022-1 Issuer, the Subordinated Notes are the unsecured obligations of the MML 2022-1 Issuer, and the indenture governing the MML 2022-1 Notes includes customary covenants and events of default.

MML 2022-1 Notes have not been, and will not be, registered under the Securities Act, or any state securities or “blue sky” laws and may not be offered or sold in the United States absent registration with the SEC or an applicable exemption from registration.

The Company serves as collateral manager to the MML 2022-1 Issuer under a collateral management agreement and has agreed to irrevocably waive all collateral management fees payable pursuant to the collateral management agreement.

127

Blackstone Private Credit Fund

Notes to Condensed Consolidated Financial Statements

(Unaudited)

(in thousands, except share amounts, per share data, percentages and as otherwise noted)

2022-1 BSL Debt Securitization

On June 9, 2022, the Company completed a $589.8 million term debt securitization (the “2022-1 BSL Debt Securitization”). Term debt securitizations are also known as collateralized loan obligations and are a form of secured financing incurred by the Company, which is consolidated by the Company for financial reporting purposes and subject to its overall asset coverage requirement. The notes offered in the 2022-1 BSL Debt Securitization (collectively, the “2022-1 BSL Notes”) were issued by BCRED BSL CLO 2022-1, Ltd. (the “2022-1 BSL Issuer”), a wholly-owned and consolidated (for tax and accounting purposes) subsidiary of the Company, and BCRED BSL CLO 2022-1, LLC (the “2022-1 BSL Co-Issuer”), and are primarily secured by a diversified portfolio of broadly syndicated loans and participation interests therein.

The following table presents information on the secured and unsecured notes issued in the 2022-1 BSL Debt Securitization:

		June 30, 2024
Description	Type	Principal Outstanding		Interest Rate	Credit Rating
Class A-1A Notes	Senior Secured Floating Rate	$	292,000	SOFR + 1.58%	Aaa (sf)
Class A-1B Notes	Senior Secured Fixed Rate	50,000		4.34%	Aaa (sf)
Class A-2 Notes	Senior Secured Floating Rate	12,000		SOFR + 2.00%	AAA (sf)
Class B-1 Notes	Senior Secured Floating Rate	40,000		SOFR + 2.35%	AA (sf)
Class B-2 Notes	Senior Secured Fixed Rate	26,000		4.98%	AA (sf)
Class C Notes (1)	Secured Deferrable Floating Rate	51,000		SOFR + 2.60%	A (sf)
Class D Notes (1)	Mezzanine Secured Deferrable Floating Rate	39,000		SOFR + 3.69%	BBB- (sf)
Class E Notes (1)	Junior Secured Deferrable Floating Rate	21,000		SOFR + 7.33%	BB- (sf)
Total Secured Notes		531,000
Subordinated Notes (1)		58,750		None	Not rated
Total 2022-1 BSL Notes		$	589,750

(1)The Company retained all of the Class C Notes, the Class D Notes, the Class E Notes and the Subordinated Notes issued in the 2022-1 BSL Debt Securitization which are eliminated in consolidation.

The Company retained all of the Class C Notes, the Class D Notes, the Class E Notes and the Subordinated Notes issued in the 2022-1 BSL Debt Securitization. The 2022-1 BSL Notes are scheduled to mature on July 20, 2035; however the 2022-1 BSL Notes may be redeemed by the 2022-1 BSL Issuer, at the direction of the Company as holder of the Subordinated Notes, on any business day after, in the case of any Class of Notes other than the Class A-1 Notes, July 20, 2024, and in the case of the Class A-1 Notes, July 20, 2035. The Class A-1 Notes, Class A-2 Notes, Class B Notes, Class C Notes and Class D Notes are secured obligations of the 2022-1 BSL Issuer and the 2022-1 BSL Co-Issuer, the Class E Notes are the secured obligations of the 2022-1 BSL Issuer, the Subordinated Notes are the unsecured obligations of the 2022-1 BSL Issuer, and the indenture governing the 2022-1 BSL Notes includes customary covenants and events of default.

The 2022-1 BSL Notes have not been, and will not be, registered under the Securities Act, or any state securities or “blue sky” laws and may not be offered or sold in the United States absent registration with the SEC or an applicable exemption from registration.

The Company serves as collateral manager to the 2022-1 BSL Issuer under a collateral management agreement and has agreed to irrevocably waive all collateral management fees payable pursuant to the collateral management agreement.

128

Blackstone Private Credit Fund

Notes to Condensed Consolidated Financial Statements

(Unaudited)

(in thousands, except share amounts, per share data, percentages and as otherwise noted)

2022-2 MML Debt Securitization

On August 12, 2022, the Company completed a $498.1 million term debt securitization (the “MML 2022-2 Debt Securitization”). Term debt securitizations are also known as collateralized loan obligations and are a form of secured financing incurred by the Company, which is consolidated by the Company for financial reporting purposes and subject to its overall asset coverage requirement. The notes and loans offered in the MML 2022-2 Debt Securitization (collectively, the “MML 2022-2 Notes”) were issued (or incurred, as applicable) by BCRED MML CLO 2022-2 LLC (the “MML 2022-2 Issuer”), a wholly-owned and consolidated (for tax and accounting purposes) subsidiary of the Company, and are primarily secured by a diversified portfolio of middle market loans and participation interests therein.

The following table presents information on the secured and unsecured notes issued and the secured loans incurred in the MML 2022-2 Debt Securitization:

		June 30, 2024
Description	Type	Principal Outstanding		Interest Rate	Credit Rating
Class A-L Notes	Senior Secured Floating Rate	$	275,000	SOFR + 2.10%	Aaa (sf)
Class B-1 Notes	Senior Secured Floating Rate	14,000		SOFR + 3.35%	Aa2
Class B-2 Notes	Senior Secured Fixed Rate	11,500		5.88%	Aa2
Class C Notes (1)	Mezzanine Secured Deferrable Floating Rate	40,500		SOFR + 2.50%	A2
Total Secured Notes		341,000
Subordinated Notes (1)	Subordinated	157,105		None	Not rated
Total MML 2022-2 Notes		$	498,105

(1)    The Company retained all of the Class C Notes and the Subordinated Notes issued in the 2022-2 MML Debt Securitization which are eliminated in consolidation.

The Company retained all of the Class C Notes and the Subordinated Notes issued in the MML 2022-2 Debt Securitization in part in exchange for the Company’s sale and contribution to the MML 2022-2 Issuer of the initial closing date portfolio. The MML 2022-2 Notes is scheduled to mature on July 18, 2034; however the MML 2022-2 Notes may be redeemed by the MML 2022-2 Issuer, at the direction of the Company as holder of the Subordinated Notes, on any business day after August 12, 2024. In connection with the sale and contribution, the Company has made customary representations, warranties and covenants to the Issuers. The Class A-L Loans, Class B-1 Notes, Class B-2 Notes and Class C Notes are secured obligations of the MML 2022-2 Issuer, the Subordinated Notes are the unsecured obligations of the MML 2022-2 Issuer, and the indenture governing the MML 2022-2 Notes includes customary covenants and events of default.

The MML 2022-2 Notes has not been, and will not be, registered under the Securities Act, or any state securities or “blue sky” laws and may not be offered or sold in the United States absent registration with the SEC or an applicable exemption from registration.

The Company serves as collateral manager to the MML 2022-2 Issuer under a collateral management agreement and has agreed to irrevocably waive all collateral management fees payable pursuant to the collateral management agreement.

129

Blackstone Private Credit Fund

Notes to Condensed Consolidated Financial Statements

(Unaudited)

(in thousands, except share amounts, per share data, percentages and as otherwise noted)

2023-1 CLO Debt Securitization

On December 13, 2023, the Company completed a $492.7 million term debt securitization (the “2023-1 Debt Securitization”). Term debt securitizations are also known as collateralized loan obligations and are a form of secured financing incurred by the Company, which is consolidated by the Company for financial reporting purposes and subject to its overall asset coverage requirement. The notes offered in the 2023-1 Debt Securitization (collectively, the “2023-1 Notes”) were issued by BCRED CLO 2023-1 LLC (the “2023-1 Issuer”), an indirectly wholly-owned and consolidated (for tax and accounting purposes) subsidiary of the Company, and are primarily secured by a diversified portfolio of private credit loans and participation interests therein.

The following table presents information on the secured and unsecured notes issued and the secured loans incurred in the 2023-1 Debt Securitization:

		June 30, 2024
Description	Type	Principal Outstanding		Interest Rate	Credit Rating
Class A Notes	Senior Secured Floating Rate	$	272,500	SOFR + 2.30%	Aaa (sf)
Class B Notes	Senior Secured Floating Rate	32,500		SOFR + 3.00%	Aa2 (sf)
Class C Notes (1)	Mezzanine Secured Deferrable Floating Rate	34,000		SOFR + 4.00%	A2 (sf)
Total Secured Notes		339,000
Subordinated Notes (1)	Subordinated	153,665		None	Not Rated
Total 2023-1 Notes		$	492,665

(1)The Company (through its wholly-owned and consolidated subsidiary, 2023-1 Depositor) retained all of the Class C Notes and the Subordinated Notes issued in the 2023-1 Debt Securitization which are eliminated in consolidation.

The Company (through its wholly-owned and consolidated subsidiary, 2023-1 Depositor) retained all of the Class C Notes and the Subordinated Notes issued in the 2023-1 Debt Securitization in part in exchange for the Company’s sale and contribution to the 2023-1 Issuer of the initial closing date portfolio. The 2023-1 Notes are scheduled to mature on January 20, 2036; however the 2023-1 Notes may be redeemed by the 2023-1 Issuer, at the direction of the Company as holder of the Subordinated Notes (through 2023-1 Depositor), on any business day after December 13, 2025. In connection with the sale and contribution, the Company has made customary representations, warranties and covenants to the 2023-1 Issuer. The Class A Notes, Class B Notes and Class C Notes are secured obligations of the 2023-1 Issuer, the Subordinated Notes are the unsecured obligations of the 2023-1 Issuer, and the indenture governing the 2023-1 Notes includes customary covenants and events of default.

The 2023-1 Notes have not been, and will not be, registered under the Securities Act, or any state securities or “blue sky” laws and may not be offered or sold in the United States absent registration with the SEC or an applicable exemption from registration.

The Company serves as collateral manager to the 2023-1 Issuer under a collateral management agreement and has agreed to irrevocably waive all collateral management fees payable pursuant to the collateral management agreement.

130

Blackstone Private Credit Fund

Notes to Condensed Consolidated Financial Statements

(Unaudited)

(in thousands, except share amounts, per share data, percentages and as otherwise noted)

2024-1 CLO Debt Securitization

On March 13, 2024, the Company completed a $402.2 million term debt securitization (the “2024-1 Debt Securitization”). Term debt securitizations are also known as collateralized loan obligations and are a form of secured financing incurred by the Company, which is consolidated by the Company for financial reporting purposes and subject to its overall asset coverage requirement. The notes offered in the 2024-1 Debt Securitization (collectively, the “2024-1 Notes”) were issued by BCRED CLO 2024-1 LLC (the “2024-1 Issuer”), an indirectly wholly-owned and consolidated (for tax and accounting purposes) subsidiary of the Company, and are primarily secured by a diversified portfolio of private credit loans and participation interests therein.

The following table presents information on the secured and unsecured notes issued and the secured loans incurred in the 2024-1 Debt Securitization:

		June 30, 2024
Description	Type	Principal Outstanding		Interest Rate	Credit Rating
Class A Notes	Senior Secured Floating Rate	$	180,000	SOFR + 1.83%	Aaa
Class A-L Loans	Senior Secured Floating Rate	40,000		SOFR + 1.83%	Aaa
Class B Notes	Senior Secured Floating Rate	24,000		SOFR + 2.35%	Aa2
Class C Notes (1)	Mezzanine Secured Deferrable Floating Rate	28,000		SOFR + 2.80%	A2
Total Secured Notes		272,000
Subordinated Notes (1)	Subordinated	130,161		None	Not Rated
Total 2024-1 Notes		$	402,161	None

(1)     The Company (through its wholly-owned and consolidated subsidiary, BCRED CLO 2024-1 Depositor LLC) retained all of the Class C Notes and the Subordinated Notes issued in the 2024-1 Debt Securitization which are eliminated in consolidation.

The Company (through its wholly-owned and consolidated subsidiary, BCRED CLO 2024-1 Depositor LLC) retained all of the Class C Notes and the Subordinated Notes issued in the 2024-1 Debt Securitization in part in exchange for the Company’s sale and contribution to the 2024-1 Issuer of the initial closing date portfolio. The 2024-1 Notes are scheduled to mature on April 20, 2036; however the 2024-1 Notes may be redeemed by the 2024-1 Issuer, at the direction of the Company through its holder of the Subordinated Notes (through BCRED CLO 2024-1 Depositor LLC), on any business day after March 13, 2026. In connection with the sale and contribution, the Company has made customary representations, warranties and covenants to the 2024-1 Issuer. The Class A Notes, Class B Notes and Class C Notes are secured obligations of the 2024-1 Issuer, the Subordinated Notes are the unsecured obligations of the 2024-1 Issuer, and the indenture governing the 2024-1 Notes includes customary covenants and events of default.

The 2024-1 Notes have not been, and will not be, registered under the Securities Act, or any state securities or “blue sky” laws and may not be offered or sold in the United States absent registration with the SEC or an applicable exemption from registration.

The Company serves as collateral manager to the 2024-1 Issuer under a collateral management agreement and has agreed to irrevocably waive all collateral management fees payable pursuant to the collateral management agreement.

131

Blackstone Private Credit Fund

Notes to Condensed Consolidated Financial Statements

(Unaudited)

(in thousands, except share amounts, per share data, percentages and as otherwise noted)

Short-Term Borrowings

Master Repurchase Agreements

On June 15, 2021 and June 16, 2021, the Company entered into Master Repurchase Agreements (the “Repurchase Agreements”) with certain banks to provide short-term borrowings which the Company utilizes from time-to-time to manage its working capital needs. As part of the Repurchase Agreements, the Company can sell a security to the lender for cash with an agreement to buy it back in the future at a pre-determined price. The Company’s ability to draw down borrowings under the agreement is subject to 1940 Act leverage limitations and dependent on the Company pledging eligible assets to the banks as collateral. No commitment fees were paid in connection with execution of these agreements.

As of June 30, 2024, the Company had no short-term borrowings under the Repurchase Agreements. As of December 31, 2023, the Company had $28.5 million of short-term borrowings under the Repurchase Agreements.

Short-term borrowings under the Repurchase Agreements bore interest at an average applicable margin of 6.35% per annum as of December 31, 2023.

Certain of the Company's investments serve as collateral for the Company's obligations under the Repurchase Agreements and the carrying value of pledged investments were $59.1 million as of December 31, 2023.

132

Blackstone Private Credit Fund

Notes to Condensed Consolidated Financial Statements

(Unaudited)

(in thousands, except share amounts, per share data, percentages and as otherwise noted)

The Company’s outstanding debt obligations were as follows:

	June 30, 2024
	Aggregate Principal Committed		Outstanding Principal		Carrying Value (net of unamortized issuance costs)		Unamortized Debt Issuance Costs		Unused Portion (1)		Amount Available (2)
Bard Peak Funding Facility (3)	$	1,650,000	$	236,949	$	236,949	$	—	$	1,413,051	$	1,290,430
Castle Peak Funding Facility (3)	1,600,000		1,122,599		1,122,599		—		477,401		477,376
Summit Peak Funding Facility (3)	1,375,000		275,915		275,915		—		1,099,085		1,099,085
Denali Peak Funding Facility	750,000		562,800		562,800		—		187,200		187,200
Bushnell Peak Funding Facility	600,000		300,300		300,300		—		299,700		298,863
Granite Peak Funding Facility	563,600		563,600		563,600		—		—		—
Middle Peak Funding Facility	1,000,000		750,000		750,000		—		250,000		250,000
Bison Peak Funding Facility	1,500,000		295,200		295,200		—		1,204,800		1,034,912
Blanca Peak Funding Facility	1,500,000		1,375,090		1,375,090		—		124,910		50,989
Windom Peak Funding Facility (3)	2,150,000		966,255		966,255		—		1,183,745		1,183,745
Monarch Peak Funding Facility	1,000,000		700,000		700,000		—		300,000		300,000
Meridian Peak Funding Facility	350,000		246,000		246,000		—		104,000		104,000
Haydon Peak Funding Facility	250,000		—		—		—		250,000		250,000
Bear Peak Funding Facility (3)	535,475		220,597		220,597		—		314,878		314,878
Revolving Credit Facility (4)	5,150,000		1,877,496		1,877,496		—		3,272,504		3,272,282
June 2026 Notes	400,000		400,000		398,598		1,402		—		—
May 2027 Notes (5)	625,000		625,000		597,843		1,572		—		—
October 2027 Notes (5)	350,000		350,000		339,194		4,521		—		—
September 2024 Notes (5)	365,000		365,000		361,743		246		—		—
December 2026 Notes (5)	1,250,000		1,250,000		1,177,629		11,855		—		—
November 2026 Eurobonds	535,475		535,475		531,704		3,771		—		—
November 2024 Notes (5)	500,000		500,000		492,045		642		—		—
March 2027 Notes	1,000,000		1,000,000		992,664		7,336		—		—
January 2025 Notes (5)	500,000		500,000		489,842		915		—		—
January 2029 Notes	650,000		650,000		641,911		8,089		—		—
March 2025 Notes (5)	900,000		900,000		879,112		2,135		—		—
April 2026 UK Bonds (5)	316,025		316,025		301,250		1,572		—		—
September 2025 Notes (5)	800,000		800,000		786,740		5,336		—		—
November 2028 Notes (5)	500,000		500,000		489,032		10,432		—		—
January 2031 Notes (5)	500,000		500,000		477,478		13,728		—		—
July 2029 Notes (5)	500,000		500,000		490,004		11,511		—		—
2021-1 BSL Notes	663,000		663,000		662,127		873		—		—
2021-2 Notes	505,800		505,800		504,450		1,350		—		—
MML 2021-1 Debt	690,000		690,000		686,296		3,704		—		—
MML 2022-1 Debt	759,000		759,000		754,244		4,756		—		—
2022-1 BSL Debt	420,000		420,000		418,598		1,402		—		—
MML 2022-2 Debt	300,500		300,500		298,161		2,339		—		—
2023-1 Notes	305,000		305,000		303,124		1,876		—		—
2024-1 Notes	244,000		244,000		242,262		1,738		—		—
Total	$	33,552,875	$	23,071,601	$	22,808,852	$	103,101	$	10,481,274	$	10,113,760

133

Blackstone Private Credit Fund

Notes to Condensed Consolidated Financial Statements

(Unaudited)

(in thousands, except share amounts, per share data, percentages and as otherwise noted)

(1)The unused portion is the amount upon which commitment fees, if any, are based.

(2)The amount available reflects any limitations related to each respective credit facility’s borrowing base.

(3)Under certain SPV Financing Facilities, the company is permitted to borrow in USD and other currencies.

Under the Bard Peak Funding Facility, as of June 30, 2024, the Company had non-USD borrowings denominated in the following currencies:

•Canadian Dollars (CAD) 94.1 million

•Euros (EUR) 69.0 million

•British Pounds (GBP) 74.6 million

Under the Castle Peak Funding Facility, as of June 30, 2024, the Company had non-USD borrowings denominated in the following currencies:

•Canadian Dollars (CAD) 78.9 million

•Euros (EUR) 46.4 million

•British Pounds (GBP) 64.4 million

Under the Summit Peak Funding Facility, as of June 30, 2024, the Company had non-USD borrowings denominated in the following currencies:

•Canadian Dollars (CAD) 159.6 million

•Euros (EUR) 26.9 million

•British Pounds (GBP) 99.7 million

Under the Windom Peak Funding Facility, as of June 30, 2024, the Company had non-USD borrowings denominated in the following currencies:

•British Pounds (GBP) 115.9 million

Under the Bear Peak Funding Facility, as of June 30, 2024, the Company had non-USD borrowings denominated in the following currencies:

•Euros (EUR) 158.8 million

•British Pounds (GBP) 40.0 million

(4)Under the Revolving Credit Facility, the Company is permitted to borrow in USD or certain other currencies. As of June 30, 2024, the Company had non-USD borrowings denominated in the following currencies:

•Canadian Dollars (CAD) 197.0 million

•Euros (EUR) 327.5 million

•British Pounds (GBP) 738.2 million

•Swiss Franc (CHF) 52.9 million

•Australian Dollars (AUD) 1.0 million

(5)Carrying value is inclusive of adjustment for the change in fair value of effective hedge relationship.

134

Blackstone Private Credit Fund

Notes to Condensed Consolidated Financial Statements

(Unaudited)

(in thousands, except share amounts, per share data, percentages and as otherwise noted)

	December 31, 2023
	Aggregate Principal Committed		Outstanding Principal		Carrying Value (net of unamortized issuance costs)		Unamortized Debt Issuance Costs		Unused Portion (1)		Amount Available (2)
Bard Peak Funding Facility (3)	$	1,650,000	$	242,243	$	242,243	$	—	$	1,407,757	$	1,290,994
Castle Peak Funding Facility (3)	1,600,000		1,121,681		1,121,681		—		478,319		186,042
Summit Peak Funding Facility (3)	2,300,000		286,046		286,046		—		2,013,954		1,575,278
Denali Peak Funding Facility	750,000		562,800		562,800		—		187,200		187,200
Bushnell Peak Funding Facility	600,000		465,300		465,300		—		134,700		134,512
Granite Peak Funding Facility	750,000		563,600		563,600		—		186,400		86,337
Middle Peak Funding Facility	1,000,000		600,950		600,950		—		399,050		278,721
Bison Peak Funding Facility	1,500,000		703,200		703,200		—		796,800		796,800
Blanca Peak Funding Facility	1,500,000		1,375,090		1,375,090		—		124,910		124,910
Windom Peak Funding Facility (3)	2,150,000		967,477		967,477		—		1,182,523		1,182,505
Monarch Peak Funding Facility	2,000,000		1,400,400		1,400,400		—		599,600		330,688
Borah Peak Funding Facility	400,000		130,000		130,000		—		270,000		81,124
Naomi Peak Funding Facility	400,000		385,000		385,000		—		15,000		15,000
Meridian Peak Funding Facility	350,000		246,000		246,000		—		104,000		104,000
Haydon Peak Funding Facility	250,000		49,000		49,000		—		201,000		201,000
Bear Peak Funding Facility (3)	551,975		360,531		360,531		—		191,444		191,444
Revolving Credit Facility (4)	5,150,000		1,131,025		1,131,025		—		4,018,975		4,018,453
June 2024 Notes (5)	435,000		435,000		426,970		612		—		—
June 2026 Notes	400,000		400,000		398,270		1,730		—		—
May 2027 Notes (5)	625,000		625,000		605,332		1,848		—		—
October 2027 Notes (5)	350,000		350,000		345,621		5,209		—		—
September 2024 Notes (5)	365,000		365,000		355,524		834		—		—
December 2026 Notes (5)	1,250,000		1,250,000		1,187,236		14,265		—		—
November 2026 Eurobonds	551,975		551,975		547,426		4,549		—		—
November 2024 Notes (5)	500,000		500,000		484,566		1,454		—		—
March 2027 Notes	1,000,000		1,000,000		991,311		8,689		—		—
January 2025 Notes (5)	500,000		500,000		483,230		1,796		—		—
January 2029 Notes	650,000		650,000		641,028		8,972		—		—
March 2025 Notes (5)	900,000		900,000		871,800		3,596		—		—
April 2026 UK Bonds (5)	318,663		318,663		304,284		2,010		—		—
September 2025 Notes (5)	800,000		800,000		790,713		7,471		—		—
November 2028 Notes (5)	500,000		500,000		501,424		11,536		—		—
2021-1 BSL Notes	663,000		663,000		662,083		917		—		—
2021-2 Notes	505,800		505,800		504,385		1,415		—		—
MML 2021-1 Debt	690,000		690,000		686,121		3,879		—		—
MML 2022-1 Debt	759,000		759,000		754,024		4,976		—		—
2022-1 BSL Debt	420,000		420,000		418,534		1,466		—		—
MML 2022-2 Debt	300,500		300,500		298,046		2,454		—		—
2023-1 Notes	305,000		305,000		303,044		1,956		—		—
Short-Term Borrowings	28,546		28,546		28,546		—		—		—
Total	$	35,719,459	$	23,407,827	$	23,179,861	$	91,634	$	12,311,632	$	10,785,008

135

Blackstone Private Credit Fund

Notes to Condensed Consolidated Financial Statements

(Unaudited)

(in thousands, except share amounts, per share data, percentages and as otherwise noted)

(1)The unused portion is the amount upon which commitment fees, if any, are based.

(2)The amount available reflects any limitations related to each respective credit facility’s borrowing base.

(3)Under certain SPV Financing Facilities, the company is permitted to borrow in USD and other currencies.

Under the Bard Peak Funding Facility, as of December 31, 2023, the Company had non-USD borrowings denominated in the following currencies:

•Canadian Dollars (CAD) 94.1 million

•Euros (EUR) 69.0 million

•British Pounds (GBP) 74.6 million

Under the Castle Peak Funding Facility, as of December 31, 2023, the Company had non-USD borrowings denominated in the following currencies:

•Canadian Dollars (CAD) 78.9 million

•Euros (EUR) 46.4 million

•British Pounds (GBP) 64.4 million

Under the Summit Peak Funding Facility, as of December 31, 2023, the Company had non-USD borrowings denominated in the following currencies:

•Canadian Dollars (CAD) 160.6 million

•Euros (EUR) 27.9 million

•British Pounds (GBP) 101.7 million

Under the Windom Peak Funding Facility, as of December 31, 2023, the Company had non-USD borrowings denominated in the following currencies:

•British Pounds (GBP) 115.9 million

Under the Bear Peak Funding Facility, as of December 31, 2023, the Company had non-USD borrowings denominated in the following currencies:

•Euros (EUR) 260.8 million

•British Pounds (GBP) 57.0 million

(4)Under the Revolving Credit Facility, the Company is permitted to borrow in USD or certain other currencies. As of December 31, 2023, the Company had non-USD borrowings denominated in the following currencies:

•Canadian Dollars (CAD) 134.0 million

•Euros (EUR) 8.0 million

•British Pounds (GBP) 445.7 million

•Swiss Franc (CHF) 52.9 million

(5)Carrying value is inclusive of adjustment for the change in fair value of effective hedge relationship.

As of June 30, 2024 and December 31, 2023, $333.4 million and $311.2 million, respectively, of interest expense and $12.2 million and $11.4 million, respectively, of unused commitment fees were included in Interest payable in the Company’s Condensed Consolidated Statements of Assets and Liabilities.

For the three and six months ended June 30, 2024, the weighted average interest rate on all borrowings outstanding (including unused fees and net discounts on unsecured debt) was 7.22% and 7.26%, respectively. For the three and six months ended June 30, 2023, the weighted average interest rate on all borrowings outstanding (including unused fees and net discounts on unsecured debt) was 6.82% and 6.56%, respectively.

For the three and six months ended June 30, 2024, the weighted average all-in cost of debt (including unused fees, accretion of net discounts on unsecured debt, amortization of deferred financing costs, and the impact of the application of hedge accounting) was 7.43% and 7.43%, respectively, including $4.7 million and $4.7 million, respectively, of deferred financing costs written off as a result of the termination or reduction of the borrowing capacity of SPV Financing Facilities. For the three and six months ended June 30, 2023, the weighted average all-in cost of debt (including unused fees, accretion of net discounts on unsecured debt, amortization of deferred financing costs, and the impact of the application of hedge accounting) was 6.95% and 6.68%, respectively.

For the three and six months ended June 30, 2024, and the average principal debt outstanding was $23,762.5 million and $23,853.0 million, respectively. For the three and six months ended June 30, 2023, and the average principal debt outstanding was $25,238.7 million and $26,189.5 million, respectively.

136

Blackstone Private Credit Fund

Notes to Condensed Consolidated Financial Statements

(Unaudited)

(in thousands, except share amounts, per share data, percentages and as otherwise noted)

The components of interest expense were as follows:

	Three Months Ended June 30,
	2024		2023
Borrowing interest expense	$	408,015	$	410,769
Facility unused fees	16,677		13,344
Amortization of deferred financing costs	13,061		7,826
Amortization of original issue discount and debt issuance costs	8,102		6,741
Gain (loss) from interest rate swaps accounted for as hedges and the related hedged items:
Interest rate swaps	(15,568)		91,271
Hedged items	15,865		(91,352)
Total interest expense	$	446,152	$	438,599
Cash paid for interest expense	$	502,652	$	458,269

    

	Six Months Ended June 30,
	2024		2023
Borrowing interest expense	$	819,562	$	821,794
Facility unused fees	38,083		23,867
Amortization of deferred financing costs	21,647		15,190
Amortization of original issue discount and debt issuance costs	15,931		13,242
Gain (loss) from interest rate swaps accounted for as hedges and the related hedged items:
Interest rate swaps	24,309		23,965
Hedged items	(23,317)		(23,236)
Total interest expense	$	896,215	$	874,822
Cash paid for interest expense	$	994,156	$	963,045

Note 8. Commitments and Contingencies

The Company’s investment portfolio may contain debt investments which are in the form of lines of credit or delayed draw commitments, which require us to provide funding when requested by portfolio companies in accordance with underlying loan agreements. As of June 30, 2024 and December 31, 2023, the Company had unfunded commitments, including delayed draw term loans and revolvers, with an aggregate amount of $8,216.0 million and $5,370.8 million, respectively.

Additionally, from time to time, the Adviser and its affiliates may commit to an investment on behalf of the investment vehicles it manages, including the Company. Certain terms of these investments are not finalized at the time of the commitment and each respective investment vehicle’s allocation may change prior to the date of funding. In this regard, as of June 30, 2024 and December 31, 2023, the Company estimates that $1,963.6 million and $399.5 million, respectively, of investments were committed but not yet funded.

As of June 30, 2024 and December 31, 2023, $502.5 million and $340.8 million, respectively, of capital committed remained uncalled from the Company in relation to capital commitments to Emerald JV, Verdelite JV and SLC.

Other Commitments and Contingencies

From time to time, the Company may become a party to certain legal proceedings incidental to the normal course of its business. At June 30, 2024 and December 31, 2023, management is not aware of any material pending legal proceedings.

137

Blackstone Private Credit Fund

Notes to Condensed Consolidated Financial Statements

(Unaudited)

(in thousands, except share amounts, per share data, percentages and as otherwise noted)

Note 9. Net Assets

The following table presents transactions in Common Shares during the three months ended June 30, 2024:

	For the three months ended June 30, 2024
	Shares	Amount
CLASS I
Subscriptions	81,033,241	$	2,069,043
Share transfers between classes	1,145,385	29,248
Distributions reinvested	10,231,927	261,258
Share repurchases	(13,298,362)	(340,039)
Early repurchase deduction	—	390
Net increase (decrease)	79,112,191	$	2,019,900
CLASS S
Subscriptions	34,179,709	$	872,680
Share transfers between classes	(1,166,588)	(29,789)
Distributions reinvested	4,976,576	127,071
Share repurchases	(4,351,422)	(111,266)
Early repurchase deduction	—	194
Net increase (decrease)	33,638,275	$	858,890
CLASS D
Subscriptions	3,744,903	$	95,631
Share transfers between classes	21,203	541
Distributions reinvested	78,718	2,010
Share repurchases	(307,076)	(7,852)
Early repurchase deduction	—	9
Net increase (decrease)	3,537,748	$	90,339
Total net increase (decrease)	116,288,214	$	2,969,129

138

Blackstone Private Credit Fund

Notes to Condensed Consolidated Financial Statements

(Unaudited)

(in thousands, except share amounts, per share data, percentages and as otherwise noted)

The following table presents transactions in Common Shares during the six months ended June 30, 2024:

	For the six months ended June 30, 2024
	Shares	Amount
CLASS I
Subscriptions	149,186,371	$	3,800,744
Share transfers between classes	2,746,187	70,465
Distributions reinvested	19,726,815	502,526
Share repurchases	(30,900,363)	(789,067)
Early repurchase deduction	—	471
Net increase (decrease)	140,759,010	$	3,585,139
CLASS S
Subscriptions	65,547,864	$	1,669,764
Share transfers between classes	(2,781,630)	(71,346)
Distributions reinvested	9,506,611	242,181
Share repurchases	(8,411,668)	(214,842)
Early repurchase deduction	—	234
Net increase (decrease)	63,861,177	$	1,625,991
CLASS D
Subscriptions	4,776,674	$	121,838
Share transfers between classes	35,443	881
Distributions reinvested	141,406	3,603
Share repurchases	(506,916)	(12,950)
Early repurchase deduction	—	11
Net increase (decrease)	4,446,607	$	113,383
Total net increase (decrease)	209,066,794	$	5,324,513

139

Blackstone Private Credit Fund

Notes to Condensed Consolidated Financial Statements

(Unaudited)

(in thousands, except share amounts, per share data, percentages and as otherwise noted)

The following table presents transactions in Common Shares during the three months ended June 30, 2023:

	For the three months ended June 30, 2023
	Shares	Amount
CLASS I
Subscriptions	40,025,888	$	991,563
Share transfers between classes	801,656	19,887
Distributions reinvested	7,486,630	185,625
Share repurchases	(43,026,051)	(1,069,628)
Early repurchase deduction	—	21
Net increase (decrease)	5,288,123	$	127,468
CLASS S
Subscriptions	21,551,333	$	534,160
Share transfers between classes	(338,831)	(8,406)
Distributions reinvested	3,241,102	80,362
Share repurchases	(5,289,207)	(131,490)
Early repurchase deduction	—	30
Net increase (decrease)	19,164,397	$	474,656
CLASS D
Subscriptions	810,907	$	20,071
Share transfers between classes	(462,803)	(11,481)
Distributions reinvested	28,518	707
Share repurchases	(134,805)	(3,351)
Early repurchase deduction	—	—
Net increase (decrease)	241,817	$	5,946
Total net increase (decrease)	24,694,337	$	608,070

140

Blackstone Private Credit Fund

Notes to Condensed Consolidated Financial Statements

(Unaudited)

(in thousands, except share amounts, per share data, percentages and as otherwise noted)

The following table presents transactions in Common Shares during the six months ended June 30, 2023:

	For the six months ended June 30, 2023
	Shares	Amount
CLASS I
Subscriptions	58,996,813	$	1,461,821
Share transfers between classes	45,581,902	1,131,859
Distributions reinvested	14,358,610	355,737
Share repurchases	(73,344,305)	(1,820,611)
Early repurchase deduction	—	78
Net increase (decrease)	45,593,020	$	1,128,884
CLASS S
Subscriptions	36,034,142	$	892,824
Share transfers between classes	(1,706,270)	(42,140)
Distributions reinvested	6,294,698	155,962
Share repurchases	(10,609,545)	(263,275)
Early repurchase deduction	—	169
Net increase (decrease)	30,013,025	$	743,540
CLASS D
Subscriptions	2,922,621	$	72,284
Share transfers between classes	(43,876,202)	(1,089,719)
Distributions reinvested	634,300	15,705
Share repurchases	(557,743)	(13,827)
Early repurchase deduction	—	11
Net increase (decrease)	(40,877,024)	$	(1,015,546)
Total net increase (decrease)	34,729,021	$	856,878

Net Asset Value per Share and Offering Price

The Company determines NAV for each class of shares as of the last day of each calendar month. Share issuances related to monthly subscriptions are effective the first calendar day of each month. 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 tables present each month-end NAV per share for Class I, Class S and Class D Common Shares during the six months ended June 30, 2024 and 2023:

	NAV Per Share
For the Months Ended	Class I		Class S		Class D
January 31, 2024	$	25.41	$	25.41	$	25.41
February 29, 2024	25.43		25.43		25.43
March 31, 2024	25.51		25.51		25.51
April 30, 2024	25.54		25.54		25.54
May 31, 2024	25.55		25.55		25.55
June 30, 2024	25.57		25.57		25.57

141

Blackstone Private Credit Fund

Notes to Condensed Consolidated Financial Statements

(Unaudited)

(in thousands, except share amounts, per share data, percentages and as otherwise noted)

	NAV Per Share
For the Months Ended	Class I		Class S		Class D
January 31, 2023	$	24.85	$	24.85	$	24.85
February 28, 2023	24.84		24.84		24.84
March 31, 2023	24.77		24.77		24.77
April 30, 2023	24.87		24.87		24.87
May 31, 2023	24.74		24.74		24.74
June 30, 2023	24.86		24.86		24.86

Distributions

The Board authorizes and declares monthly distribution amounts per share of Class I, Class S and Class D Common Shares. The following tables present distributions that were declared and payable during the six months ended June 30, 2024:

			Class I
Declaration Date	Record Date	Payment Date	Distribution Per Share		Distribution Amount
January 24, 2024	January 31, 2024	February 28, 2024	$	0.2200	$	168,161
February 22, 2024	February 29, 2024	March 28, 2024	0.2200		173,210
March 21, 2024	March 31, 2024	April 24, 2024	0.2200		179,042
April 17, 2024	April 30, 2024	May 28, 2024	0.2200		181,701
May 20, 2024	May 31, 2024	June 27, 2024	0.2200		189,402
June 20, 2024	June 30, 2024	July 24, 2024	0.2200		195,500
			$	1.3200	$	1,087,016

			Class S
Declaration Date	Record Date	Payment Date	Distribution Per Share		Distribution Amount
January 24, 2024	January 31, 2024	February 28, 2024	$	0.2020	$	77,794
February 22, 2024	February 29, 2024	March 28, 2024	0.2020		79,946
March 21, 2024	March 31, 2024	April 24, 2024	0.2020		82,446
April 17, 2024	April 30, 2024	May 28, 2024	0.2019		84,392
May 20, 2024	May 31, 2024	June 27, 2024	0.2019		86,840
June 20, 2024	June 30, 2024	July 24, 2024	0.2019		89,255
			$	1.2117	$	500,673

			Class D
Declaration Date	Record Date	Payment Date	Distribution Per Share		Distribution Amount
January 24, 2024	January 31, 2024	February 28, 2024	$	0.2147	$	3,474
February 22, 2024	February 29, 2024	March 28, 2024	0.2147		3,512
March 21, 2024	March 31, 2024	April 24, 2024	0.2147		3,556
April 17, 2024	April 30, 2024	May 28, 2024	0.2147		3,636
May 20, 2024	May 31, 2024	June 27, 2024	0.2147		4,277
June 20, 2024	June 30, 2024	July 24, 2024	0.2147		4,338
			$	1.2882	$	22,793

142

Blackstone Private Credit Fund

Notes to Condensed Consolidated Financial Statements

(Unaudited)

(in thousands, except share amounts, per share data, percentages and as otherwise noted)

The following tables present distributions that were declared and payable during the six months ended June 30, 2023:

			Class I
Declaration Date	Record Date	Payment Date	Distribution Per Share		Distribution Amount
January 25, 2023	January 31, 2023	February 24, 2023	$	0.2100	$	125,726
February 24, 2023	February 28, 2023	March 29, 2023	0.2100		127,513
March 23, 2023	March 31, 2023	April 28, 2023	0.2100		138,990
April 19, 2023	April 30, 2023	May 26, 2023	0.2100		135,044
May 17, 2023	May 31, 2023	June 27, 2023	0.2100		137,362
June 20, 2023	June 30, 2023	July 27, 2023	0.2100		142,770
			$	1.2600	$	807,405

			Class S
Declaration Date	Record Date	Payment Date	Distribution Per Share		Distribution Amount
January 25, 2023	January 31, 2023	February 24, 2023	$	0.1926	$	55,316
February 24, 2023	February 28, 2023	March 29, 2023	0.1924		56,106
March 23, 2023	March 31, 2023	April 28, 2023	0.1924		57,471
April 19, 2023	April 30, 2023	May 26, 2023	0.1925		58,078
May 17, 2023	May 31, 2023	June 27, 2023	0.1924		59,351
June 20, 2023	June 30, 2023	July 27, 2023	0.1925		61,185
			$	1.1548	$	347,507

			Class D
Declaration Date	Record Date	Payment Date	Distribution Per Share		Distribution Amount
January 25, 2023	January 31, 2023	February 24, 2023	$	0.2049	$	10,247
February 24, 2023	February 28, 2023	March 29, 2023	0.2048		10,343
March 23, 2023	March 31, 2023	April 28, 2023	0.2048		1,659
April 19, 2023	April 30, 2023	May 26, 2023	0.2048		1,591
May 17, 2023	May 31, 2023	June 27, 2023	0.2048		1,564
June 20, 2023	June 30, 2023	July 27, 2023	0.2048		1,649
			$	1.2289	$	27,053

Distribution Reinvestment Plan

The Company has adopted a distribution reinvestment plan, pursuant to which it reinvests all cash dividends declared by the Board on behalf of its shareholders who do not elect to receive their dividends in cash. As a result, if the Board authorizes, and the Company declares, a cash dividend or other distribution, then shareholders who have not opted out of the Company’s distribution reinvestment plan will have their cash distributions automatically reinvested in additional shares as described below, rather than receiving the cash dividend or other distribution. Distributions on fractional shares will be credited to each participating shareholder’s account to three decimal places. No action is required on the part of a registered shareholder to have his, her or its cash dividend or other distribution reinvested in our shares, except shareholders in certain states. Investors and clients of certain participating brokers in states that do not permit automatic enrollment in our distribution reinvestment plan will automatically receive their distributions in cash unless they elect to have their cash distributions reinvested in additional Common Shares.

143

Blackstone Private Credit Fund

Notes to Condensed Consolidated Financial Statements

(Unaudited)

(in thousands, except share amounts, per share data, percentages and as otherwise noted)

Character of Distributions

The Company may fund its cash distributions to shareholders from any source of funds available to the Company, including but not limited to offering proceeds, net investment income from operations, capital gains proceeds from the sale of assets, dividends or other distributions paid to it on account of preferred and common equity investments in portfolio companies and expense support from the Adviser, which is subject to recoupment.

Through June 30, 2024, a portion of the Company’s distributions resulted from expense support from the Adviser, and future distributions may result from expense support from the Adviser, each of which is subject to repayment by the Company within three years from the date of payment. The purpose of this arrangement avoids distributions being characterized as a return of capital for U.S. federal income tax purposes. Shareholders should understand that any such distribution is not based solely on the Company’s investment performance, and can only be sustained if the Company achieves positive investment performance in future periods and/or the Adviser continues to provide expense support. Shareholders should also understand that the Company’s future repayments of expense support will reduce the distributions that they would otherwise receive. There can be no assurance that the Company will achieve the performance necessary to sustain these distributions, or be able to pay distributions at all.

Sources of distributions, other than net investment income and realized gains on a GAAP basis, include required adjustments to GAAP net investment income in the current period to determine taxable income available for distributions. The following tables present the sources of cash distributions on a GAAP basis that the Company has declared on its Common Shares:

	For the six months ended June 30, 2024
	Class I				Class S				Class D
Source of Distribution	Per Share		Amount		Per Share		Amount		Per Share		Amount
Net investment income	$	1.3200	$	1,087,016	$	1.2117	$	500,673	$	1.2882	$	22,793
Net realized gains	—		—		—		—		—		—
Total	$	1.3200	$	1,087,016	$	1.2117	$	500,673	$	1.2882	$	22,793

	For the six months ended June 30, 2023
	Class I				Class S				Class D
Source of Distribution	Per Share		Amount		Per Share		Amount		Per Share		Amount
Net investment income	$	1.2600	$	807,405	$	1.1548	$	347,507	$	1.2289	$	27,053
Net realized gains	—		—		—		—		—		—
Total	$	1.2600	$	807,405	$	1.1548	$	347,507	$	1.2289	$	27,053

Share Repurchase Program

The Company has implemented a share repurchase program under which, at the discretion of the Board, the Company may repurchase, in each quarter, up to 5% of the NAV of the Company’s Common Shares outstanding (either by number of shares or aggregate NAV) as of the close of the previous calendar quarter. For the avoidance of doubt, such target amount is assessed each calendar quarter. The Board may amend or suspend the share repurchase program at any time (including to offer to purchase fewer shares) if in its reasonable judgment it deems such action to be in the best interest of shareholders, such as when a repurchase offer would place an undue burden on the Company’s liquidity, adversely affect the Company’s operations or risk having an adverse impact on the Company that would outweigh the benefit of the repurchase offer. As a result, share repurchases may not be available each quarter, or may only be available in an amount less than 5% of our Common Shares outstanding. The Company intends to conduct such repurchase offers in accordance with the requirements of Rule 13e-4 promulgated under the Securities Exchange Act of 1934, as amended, and the 1940 Act. Additionally, pursuant to Rule 23c-1(a)(10) under the 1940 Act, the Company may also repurchase its outstanding Common Shares outside of the share repurchase program. All shares purchased pursuant to the terms of each tender offer will be retired and thereafter will be authorized and unissued shares.

144

Blackstone Private Credit Fund

Notes to Condensed Consolidated Financial Statements

(Unaudited)

(in thousands, except share amounts, per share data, percentages and as otherwise noted)

Under the share repurchase program, to the extent the Company offers to repurchase shares in any particular quarter, it is expected to repurchase shares pursuant to tender offers using a purchase price equal to the NAV per share as of the last calendar 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 will be satisfied if at least one year has elapsed from (a) the issuance date of the applicable Common Shares to (b) the subscription date immediately following the valuation date used in the repurchase of such Common Shares. The Early Repurchase Deduction may be waived in the case of repurchase requests arising from the death, divorce or qualified disability of the holder; in the event that a shareholder’s shares are repurchased because the shareholder has failed to maintain the $500 minimum account balance; due to trade or operational error; and repurchases of shares submitted by discretionary model portfolio management programs (and similar arrangements) as approved by the Company. In addition, the Company’s Common Shares are sold to certain feeder vehicles primarily created to hold the Company’s Common Shares that in turn offer interests in such feeder vehicles to non-U.S. persons. For such feeder vehicles and similar arrangements in certain markets, the Company will not apply the Early Repurchase Deduction to the feeder vehicles or underlying investors, often because of administrative or systems limitations. The Early Repurchase Deduction will be retained by the Company for the benefit of remaining shareholders.

During the three months ended June 30, 2024 and 2023, approximately 17,956,860 and 48,450,063 shares were repurchased, respectively. During the six months ended June 30, 2024 and 2023, approximately 39,818,947 and 84,511,593 shares were repurchased, respectively.

The following table presents the share repurchases during the six months ended June 30, 2024:

Repurchase deadline request	Total Number of Shares Repurchased (all classes)	Percentage of Outstanding Shares Repurchased (1)		Price Paid Per Share		Repurchase Pricing Date	Amount Repurchased (all classes) (3)		Maximum number of shares that may yet be purchased under the repurchase plan (2)
February 29, 2024	21,862,087	1.9	%	$	25.51	March 31, 2024	$	557,579	—
May 31, 2024	17,956,860	1.5	%	$	25.57	June 30, 2024	$	458,564	—

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

(2)All repurchase requests were satisfied in full.

(3)Amounts shown net of Early Repurchase Deduction.

The following table presents the share repurchases during the six months ended June 30, 2023:

Repurchase deadline request	Total Number of Shares Repurchased (all classes)	Percentage of Outstanding Shares Repurchased (1)		Price Paid Per Share		Repurchase Pricing Date	Amount Repurchased (all classes) (3)		Maximum number of shares that may yet be purchased under the repurchase plan (2)
February 28, 2023	36,061,530	3.9	%	$	24.77	March 31, 2023	$	893,037	—
May 31, 2023	48,450,063	5.2	%	$	24.86	June 30, 2023	$	1,204,418	—

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

(2)All repurchase requests were satisfied in full.

(3)Amounts shown net of Early Repurchase Deduction.

145

Blackstone Private Credit Fund

Notes to Condensed Consolidated Financial Statements

(Unaudited)

(in thousands, except share amounts, per share data, percentages and as otherwise noted)

Note 10. Financial Highlights and Senior Securities

The following are the financial highlights for the six months ended June 30, 2024:

	For the six months ended June 30, 2024
	Class I			Class S			Class D
Per Share Data (1):
Net asset value, beginning of period	$	25.39		$	25.39		$	25.39
Net investment income	1.45			1.34			1.42
Net change in unrealized and realized gain (loss)	0.05			0.05			0.05
Net increase (decrease) in net assets resulting from operations	1.50			1.39			1.47
Distributions from net investment income (2)	(1.32)			(1.21)			(1.29)
Distributions from net realized gains (2)	—			—			—
Net increase (decrease) in net assets from shareholders’ distributions	(1.32)			(1.21)			(1.29)
Early repurchase deduction fees (5)	0.00			0.00			0.00
Total increase (decrease) in net assets	0.18			0.18			0.18
Net asset value, end of period	$	25.57		$	25.57		$	25.57
Shares outstanding, end of period	875,338,950			437,725,435			19,899,279
Total return based on NAV (3)	6.0		%	5.6		%	5.9		%
Ratios:
Ratio of net expenses to average net assets (4)	8.7		%	9.5		%	8.9		%
Ratio of net investment income to average net assets (4)	11.4		%	10.6		%	11.2		%
Portfolio turnover rate	7.8		%	7.8		%	7.8		%
Supplemental Data:
Net assets, end of period	$	22,383,884		$	11,193,379		$	508,861
Asset coverage ratio	247.7		%	247.7		%	247.7		%

(1)The per share data was derived by using the weighted average shares outstanding during the period.

(2)The per share data for distributions was derived by using the actual shares outstanding at the date of the relevant transactions (refer to Note 9).

(3)Total return is calculated as the change in NAV per share during the period, plus distributions per share (assuming dividends and distributions are reinvested in accordance with the Company's distribution reinvestment plan) divided by the beginning NAV per share. Total return does not include upfront transaction fee, if any.

(4)For the six months ended June 30, 2024, amounts are annualized except for organizational costs, excise tax, and management fee and income based incentive fee waivers by the Adviser, if any. For the six months ended June 30, 2024, the ratio of total operating expenses to average net assets was 8.7%, 9.5%, and 8.9% on Class I, Class S and Class D respectively, on an annualized basis, excluding the effect of expense support/(recoupment) and management fee and income based incentive fee waivers by the Adviser, if any, which represented 0.0%, 0.0% and 0.0% on Class I, Class S and Class D, respectively, of average net assets.

(5)The per share amount rounds to less than $0.01 per share, for Class I, Class S and Class D.

146

Blackstone Private Credit Fund

Notes to Condensed Consolidated Financial Statements

(Unaudited)

(in thousands, except share amounts, per share data, percentages and as otherwise noted)

The following are the financial highlights for the six months ended June 30, 2023:

	For the six months ended June 30, 2023
	Class I			Class S			Class D
Per Share Data (1):
Net asset value, beginning of period	$	24.59		$	24.59		$	24.59
Net investment income	1.53			1.42			1.50
Net change in unrealized and realized gain (loss) (5)	0.00			0.00			0.00
Net increase (decrease) in net assets resulting from operations	1.53			1.42			1.50
Distributions from net investment income (2)	(1.26)			(1.15)			(1.23)
Distributions from net realized gains (2)	—			—			—
Net increase (decrease) in net assets from shareholders' distributions	(1.26)			(1.15)			(1.23)
Early repurchase deduction fees (5)	0.00			0.00			0.00
Total increase (decrease) in net assets	0.27			0.27			0.27
Net asset value, end of period	$	24.86		$	24.86		$	24.86
Shares outstanding, end of period	636,830,636			312,554,067			7,918,900
Total return based on NAV (3)	6.3		%	5.9		%	6.2		%
Ratios:
Ratio of net expenses to average net assets (4)	10.6		%	11.5		%	11.0		%
Ratio of net investment income to average net assets (4)	12.4		%	11.6		%	12.1		%
Portfolio turnover rate	3.5		%	3.5		%	3.5		%
Supplemental Data:
Net assets, end of period	$	15,829,602		$	7,769,195		$	196,842
Asset coverage ratio	197.7		%	197.7		%	197.7		%

(1)The per share data was derived by using the weighted average shares outstanding during the period.

(2)The per share data for distributions was derived by using the actual shares outstanding at the date of the relevant transactions (refer to Note 9).

(3)Total return is calculated as the change in NAV per share during the period, plus distributions per share (assuming dividends and distributions are reinvested in accordance with the Company's distribution reinvestment plan) divided by the beginning NAV per share. Total return does not include upfront transaction fee, if any.

(4)For the six months ended June 30, 2023, amounts are annualized except for organizational costs, excise tax, and management fee and income based incentive fee waivers by the Adviser, if any. For the six months ended June 30, 2023, the ratio of total operating expenses to average net assets was 10.6%, 11.5% and 11.0%, on Class I, Class S and Class D, respectively, on an annualized basis, excluding the effect of expense support/(recoupment) and management fee and income based incentive fee waivers by the Adviser, if any, which represented 0.0%, 0.0% and 0.0% on Class I, Class S and Class D, respectively, of average net assets.

(5)The per share amount rounds to less than $0.01 per share, for Class I, Class S and Class D.

The following is information about the Company’s senior securities as of the dates indicated in the table below:

Class and Period	Total Amount Outstanding Exclusive of Treasury Securities(1)		Asset Coverage per Unit(2)		Involuntary Liquidating Preference per Unit(3)	Average Market Value per Unit(4)
Bard Peak Funding Facility
June 30, 2024	$	236,949	$	2,477	—	N/A
December 31, 2023	242,243		2,219		—	N/A
December 31, 2022	1,235,414		1,845		—	N/A
December 31, 2021	879,000		1,702		—	N/A
Castle Peak Funding Facility
June 30, 2024	1,122,599		2,477		—	N/A
December 31, 2023	1,121,681		2,219		—	N/A
December 31, 2022	1,146,600		1,845		—	N/A
December 31, 2021	1,171,809		1,702		—	N/A

147

Blackstone Private Credit Fund

Notes to Condensed Consolidated Financial Statements

(Unaudited)

(in thousands, except share amounts, per share data, percentages and as otherwise noted)

Class and Period	Total Amount Outstanding Exclusive of Treasury Securities(1)		Asset Coverage per Unit(2)		Involuntary Liquidating Preference per Unit(3)	Average Market Value per Unit(4)
Maroon Peak Funding Facility
June 30, 2024	$	—	$	—	—	N/A
December 31, 2023	—		—		—	N/A
December 31, 2022	300,000		1,845		—	N/A
December 31, 2021	483,952		1,702		—	N/A
Summit Peak Funding Facility
June 30, 2024	275,915		2,477		—	N/A
December 31, 2023	286,046		2,219		—	N/A
December 31, 2022	1,691,844		1,845		—	N/A
December 31, 2021	1,643,154		1,702		—	N/A
Denali Peak Funding Facility
June 30, 2024	562,800		2,477		—	N/A
December 31, 2023	562,800		2,219		—	N/A
December 31, 2022	749,800		1,845		—	N/A
December 31, 2021	668,400		1,702		—	N/A
Bushnell Peak Funding Facility
June 30, 2024	300,300		2,477		—	N/A
December 31, 2023	465,300		2,219		—	N/A
December 31, 2022	400,000		1,845		—	N/A
December 31, 2021	395,500		1,702		—	N/A
Granite Peak Funding Facility
June 30, 2024	563,600		2,477		—	N/A
December 31, 2023	563,600		2,219		—	N/A
December 31, 2022	647,600		1,845		—	N/A
December 31, 2021	248,000		1,702		—	N/A
Middle Peak Funding Facility
June 30, 2024	750,000		2,477		—	N/A
December 31, 2023	600,950		2,219		—	N/A
December 31, 2022	596,950		1,845		—	N/A
December 31, 2021	799,550		1,702		—	N/A
Bison Peak Funding Facility
June 30, 2024	295,200		2,477		—	N/A
December 31, 2023	703,200		2,219		—	N/A
December 31, 2022	1,182,000		1,845		—	N/A
December 31, 2021	1,320,800		1,702		—	N/A
Blanca Peak Funding Facility
June 30, 2024	1,375,090		2,477		—	N/A
December 31, 2023	1,375,090		2,219		—	N/A
December 31, 2022	1,081,000		1,845		—	N/A
December 31, 2021	892,800		1,702		—	N/A

148

Blackstone Private Credit Fund

Notes to Condensed Consolidated Financial Statements

(Unaudited)

(in thousands, except share amounts, per share data, percentages and as otherwise noted)

Class and Period	Total Amount Outstanding Exclusive of Treasury Securities(1)		Asset Coverage per Unit(2)		Involuntary Liquidating Preference per Unit(3)	Average Market Value per Unit(4)
Windom Peak Funding Facility
June 30, 2024	$	966,255	$	2,477	—	N/A
December 31, 2023	967,477		2,219		—	N/A
December 31, 2022	1,741,465		1,845		—	N/A
December 31, 2021	989,759		1,702		—	N/A
Monarch Peak Funding Facility
June 30, 2024	700,000		2,477		—	N/A
December 31, 2023	1,400,400		2,219		—	N/A
December 31, 2022	873,400		1,845		—	N/A
December 31, 2021	567,400		1,702		—	N/A
Borah Peak Funding Facility
June 30, 2024	—		—		—	N/A
December 31, 2023	130,000		2,219		—	N/A
December 31, 2022	223,000		1,845		—	N/A
2022-1 BSL WH
June 30, 2024	—		—		—	N/A
December 31, 2023	—		—		—	N/A
December 31, 2022	148,000		1,845		—	N/A
Naomi Peak Funding Facility
June 30, 2024	—		—		—	N/A
December 31, 2023	385,000		2,219		—	N/A
December 31, 2022	400,000		1,845		—	N/A
Meridian Peak Funding Facility
June 30, 2024	246,000		2,477		—	N/A
December 31, 2023	246,000		2,219		—	N/A
December 31, 2022	170,000		1,845		—	N/A
Haydon Peak Funding Facility
June 30, 2024	—		—		—	N/A
December 31, 2023	49,000		2,219		—	N/A
December 31, 2022	49,000		1,845		—	N/A
Bear Peak Funding Facility
June 30, 2024	220,597		2,477		—	N/A
December 31, 2023	360,531		2,219		—	N/A
December 31, 2022	166,031		1,845		—	N/A
Revolving Credit Facility
June 30, 2024	1,877,496		2,477		—	N/A
December 31, 2023	1,131,025		2,219		—	N/A
December 31, 2022	1,470,758		1,845		—	N/A
December 31, 2021	1,144,422		1,702		—	N/A
June 2024 Notes
June 30, 2024	—		—		—	N/A
December 31, 2023	435,000		2,219		—	N/A
December 31, 2022	435,000		1,845		—	N/A
December 31, 2021	435,000		1,702		—	N/A

149

Blackstone Private Credit Fund

Notes to Condensed Consolidated Financial Statements

(Unaudited)

(in thousands, except share amounts, per share data, percentages and as otherwise noted)

Class and Period	Total Amount Outstanding Exclusive of Treasury Securities(1)		Asset Coverage per Unit(2)		Involuntary Liquidating Preference per Unit(3)	Average Market Value per Unit(4)
June 2026 Notes
June 30, 2024	$	400,000	$	2,477	—	N/A
December 31, 2023	400,000		2,219		—	N/A
December 31, 2022	400,000		1,845		—	N/A
December 31, 2021	400,000		1,702		—	N/A
May 2027 Notes
June 30, 2024	625,000		2,477		—	N/A
December 31, 2023	625,000		2,219		—	N/A
December 31, 2022	625,000		1,845		—	N/A
October 2027 Notes
June 30, 2024	350,000		2,477		—	N/A
December 31, 2023	350,000		2,219		—	N/A
December 31, 2022	350,000		1,845		—	N/A
September 2024 Notes
June 30, 2024	365,000		2,477		—	N/A
December 31, 2023	365,000		2,219		—	N/A
December 31, 2022	365,000		1,845		—	N/A
December 31, 2021	365,000		1,702		—	N/A
December 2026 Notes
June 30, 2024	1,250,000		2,477		—	N/A
December 31, 2023	1,250,000		2,219		—	N/A
December 31, 2022	1,250,000		1,845		—	N/A
December 31, 2021	1,250,000		1,702		—	N/A
November 2026 Eurobonds
June 30, 2024	535,475		2,477		—	N/A
December 31, 2023	551,975		2,219		—	N/A
December 31, 2022	534,975		1,845		—	N/A
December 31, 2021	569,958		1,702		—	N/A
November 2024 Notes
June 30, 2024	500,000		2,477		—	N/A
December 31, 2023	500,000		2,219		—	N/A
December 31, 2022	500,000		1,845		—	N/A
December 31, 2021	500,000		1,702		—	N/A
March 2027 Notes
June 30, 2024	1,000,000		2,477		—	N/A
December 31, 2023	1,000,000		2,219		—	N/A
December 31, 2022	1,000,000		1,845		—	N/A
December 31, 2021	1,000,000		1,702		—	N/A
January 2025 Notes
June 30, 2024	500,000		2,477		—	N/A
December 31, 2023	500,000		2,219		—	N/A
December 31, 2022	500,000		1,845		—	N/A

150

Blackstone Private Credit Fund

Notes to Condensed Consolidated Financial Statements

(Unaudited)

(in thousands, except share amounts, per share data, percentages and as otherwise noted)

Class and Period	Total Amount Outstanding Exclusive of Treasury Securities(1)		Asset Coverage per Unit(2)		Involuntary Liquidating Preference per Unit(3)	Average Market Value per Unit(4)
January 2029 Notes
June 30, 2024	$	650,000	$	2,477	—	N/A
December 31, 2023	650,000		2,219		—	N/A
December 31, 2022	650,000		1,845		—	N/A
March 2025 Notes
June 30, 2024	900,000		2,477		—	N/A
December 31, 2023	900,000		2,219		—	N/A
December 31, 2022	900,000		1,845		—	N/A
April 2026 UK Bonds
June 30, 2024	316,025		2,477		—	N/A
December 31, 2023	318,663		2,219		—	N/A
December 31, 2022	301,725		1,845		—	N/A
September 2025 Notes
June 30, 2024	800,000		2,477		—	N/A
December 31, 2023	800,000		2,219		—	N/A
December 31, 2022	800,000		1,845		—	N/A
November 2028 Notes
June 30, 2024	500,000		2,477		—	N/A
December 31, 2023	500,000		2,219		—	N/A
January 2031 Notes
June 30, 2024	500,000		2,477		—	N/A
July 2029 Notes
June 30, 2024	500,000		2,477		—	N/A
2021-1 BSL Notes
June 30, 2024	663,000		2,477		—	N/A
December 31, 2023	663,000		2,219		—	N/A
December 31, 2022	663,000		1,845		—	N/A
December 31, 2021	663,000		1,702		—	N/A
2021-2 Notes
June 30, 2024	505,800		2,477		—	N/A
December 31, 2023	505,800		2,219		—	N/A
December 31, 2022	505,800		1,845		—	N/A
December 31, 2021	505,800		1,702		—	N/A
MML 2021-1 Debt
June 30, 2024	690,000		2,477		—	N/A
December 31, 2023	690,000		2,219		—	N/A
December 31, 2022	690,000		1,845		—	N/A
December 31, 2021	690,000		1,702		—	N/A
MML 2022-1 Debt
June 30, 2024	759,000		2,477		—	N/A
December 31, 2023	759,000		2,219		—	N/A
December 31, 2022	759,000		1,845		—	N/A

151

Blackstone Private Credit Fund

Notes to Condensed Consolidated Financial Statements

(Unaudited)

(in thousands, except share amounts, per share data, percentages and as otherwise noted)

Class and Period	Total Amount Outstanding Exclusive of Treasury Securities(1)		Asset Coverage per Unit(2)		Involuntary Liquidating Preference per Unit(3)	Average Market Value per Unit(4)
2022-1 BSL Debt
June 30, 2024	$	420,000	$	2,477	—	N/A
December 31, 2023	420,000		2,219		—	N/A
December 31, 2022	420,000		1,845		—	N/A
MML 2022-2 Debt
June 30, 2024	300,500		2,477		—	N/A
December 31, 2023	300,500		2,219		—	N/A
December 31, 2022	300,500		1,845		—	N/A
2023-1 Notes
June 30, 2024	305,000		2,477		—	N/A
December 31, 2023	305,000		2,219		—	N/A
2024-1 Notes
June 30, 2024	244,000		2,477		—	N/A
Short-Term Borrowings
June 30, 2024	—		—		—	N/A
December 31, 2023	28,546		2,219		—	N/A
December 31, 2022	619,377		1,845		—	N/A
December 31, 2021	718,156		1,702		—	N/A

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

(2)Asset coverage per unit is the ratio of the carrying value of our total assets, less all liabilities excluding indebtedness represented by senior securities in this table, to the aggregate amount of senior securities representing indebtedness. Asset coverage per unit is expressed in terms of dollar amounts per $1,000 of indebtedness and is calculated on a consolidated basis.

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

(4)Not applicable because the senior securities are not registered for public trading.

As of June 30, 2024 and December 31, 2023, the aggregate principal amount of indebtedness outstanding was $23.1 billion and $23.4 billion, respectively.

152

Blackstone Private Credit Fund

Notes to Condensed Consolidated Financial Statements

(Unaudited)

(in thousands, except share amounts, per share data, percentages and as otherwise noted)

Note 11. Joint Ventures

BCRED Emerald JV

BCRED Emerald JV LP (“Emerald JV”), a Delaware limited liability company, was formed as a joint venture between the Company and a large North American pension fund (the “Emerald JV Partner”), and commenced operations on January 19, 2022 and operates under a limited liability company agreement. The Emerald JV’s principal purpose is to make investments, primarily in senior secured loans that are made to middle-market companies or in broadly syndicated loans.

The Company and the Emerald JV partner initially committed to contribute up to $1,500.0 million and $500.0 million of capital, respectively, to the Emerald JV. The Company initially contributed $733.4 million of cash, and the Emerald JV Partner contributed net assets of $244.5 million (i.e., $977.8 million in net assets contributed less $733.4 million in cash received by the Emerald JV Partner) to the Emerald JV in exchange for initial equity ownership interests of 75% and 25%, respectively.

On September 26, 2022, the Company and the Emerald JV Partner agreed to increase their capital commitments to the Emerald JV to $2,250.0 million and $750.0 million, respectively. The Company made capital contributions to the Emerald JV in an aggregate amount of $940.5 million (consisting of cash contributions of $670.2 million and an in-kind capital contribution of investments valued at $270.3 million), the Emerald JV Partner made capital contributions to the Emerald JV of approximately $313.5 million (consisting of a cash contribution of $251.4 million and an in-kind capital contribution of investments valued at $62.1 million), and certain of the subsidiaries of the Company sold investments to the Emerald JV for an aggregate cash purchase price of $1,971.6 million.

On December 22, 2022, the Company made further capital contributions of $222.0 million (consisting of a cash contribution of $124.3 million and an in-kind contribution of investments valued at approximately $97.7 million), and the Emerald JV Partner made further capital contributions of $74.0 million. After giving effect to the foregoing transactions, the equity ownership interests of the Company and the Emerald JV Partner in the Emerald JV remain 75% and 25%, respectively.

The Company and the Emerald JV Partner may, from time-to-time, make additional contributions of capital or may receive returns of capital from the Emerald JV. As of June 30, 2024 and December 31, 2023, the Company had made capital contributions (net of returns of capital) of $1,815.0 million and $2,002.5 million, respectively, and the Emerald JV Partner had made capital contributions (net of returns of capital) of $605.0 million and $667.5 million, respectively.

As of June 30, 2024 and December 31, 2023, $435.0 million and $247.5 million, respectively, of capital remained uncalled from the Company and $145.0 million and $82.5 million, respectively, of capital remained uncalled from the Emerald JV Partner. As of June 30, 2024 and December 31, 2023, the equity ownership interests of the Company and the Emerald JV Partner in the Emerald JV were 75% and 25%, respectively.

The Company and the Emerald JV Partner, through their joint control of the Emerald JV’s General Partner, have equal control of the Emerald JV's investment decisions, the decision to call additional capital up to the amounts committed by the Company and the Emerald JV Partner, the decision to return capital or to make distributions, and generally all other decisions in respect of the Emerald JV must be approved by the Emerald JV's investment committee or board of directors, each of which consists of an equal number of representatives of the Company and the Emerald JV Partner. The initial term of the Emerald JV is three years from the commencement of operations, and will continue for successive six-month periods thereafter upon the approval the Emerald JV’s General Partner, except in the case of a dissolution event. The Company’s investment in the Emerald JV can not be transferred without the consent of the Emerald JV partner.

153

Blackstone Private Credit Fund

Notes to Condensed Consolidated Financial Statements

(Unaudited)

(in thousands, except share amounts, per share data, percentages and as otherwise noted)

The Company has determined that the Emerald JV is an investment company under ASC 946, and in accordance with ASC 946, the Company will generally not consolidate its investment in a company other than a wholly-owned investment company subsidiary. Further, the Company has a variable interest in the Emerald JV and has determined that the Emerald JV is a variable interest entity under ASC 810 - Consolidation (“ASC 810”). However, the Company is not deemed to be the primary beneficiary of the Emerald JV as there is equal power between the Company and the Emerald JV Partner. Accordingly, the Company does not consolidate the Emerald JV.

The Company's investment in the Emerald JV is disclosed on the Company’s Condensed Consolidated Schedule of Investments as of June 30, 2024 and December 31, 2023.

154

The following table presents the consolidated schedule of investments of the Emerald JV as of June 30, 2024:

BCRED Emerald JV LP Condensed Consolidated Schedule of Investments June 30, 2024 (in thousands) (Unaudited)
Investments (1)	Footnotes	Reference Rate and Spread (2)		Interest Rate (2)(15)	Maturity Date	Par Amount/Units (1)		Cost (3)		Fair Value		% of Net Assets
First Lien Debt
Aerospace & Defense
Amentum Government Services Holdings, LLC	(8)	SOFR +	4.00%	9.46%	1/29/2027	$	2,931	$	2,872	$	2,942	0.12	%
Atlas CC Acquisition Corp.	(10)	SOFR +	4.25%	9.86%	5/25/2028	9,768		9,494		7,246		0.30
Peraton Corp.	(10)	SOFR +	3.75%	9.19%	2/1/2028	15,345		15,343		15,365		0.63
Vertex Aerospace Services Corp.	(10)	SOFR +	2.75%	8.09%	12/6/2028	2,933		2,942		2,940		0.12
								30,651		28,493		1.17
Air Freight & Logistics
AGI-CFI Holdings, Inc.	(4)(10)	SOFR +	5.75%	11.26%	6/11/2027	24,116		23,984		23,453		0.96
Clue Opco LLC	(10)	SOFR +	4.50%	9.83%	12/19/2030	3,226		3,158		3,017		0.12
Mode Purchaser, Inc.	(4)(11)	SOFR +	6.25%	11.72%	12/9/2026	31,256		31,256		31,256		1.28
RWL Holdings, LLC	(4)(10)	SOFR +	5.75%	11.23%	12/31/2028	26,504		26,161		24,715		1.01
SEKO Global Logistics Network, LLC	(4)(11)	SOFR +	5.00%	10.48%	12/30/2026	34,788		34,685		25,743		1.05
Wwex Uni Topco Holdings, LLC	(10)	SOFR +	4.25%	9.85%	7/26/2028	4,786		4,754		4,806		0.20
								123,998		112,990		4.62
Airlines
American Airlines, Inc.	(10)	SOFR +	4.75%	10.34%	4/20/2028	3,052		3,123		3,157		0.13
Brown Group Holdings, LLC	(9)	SOFR +	2.75%	8.19%	6/7/2028	5,855		5,671		5,859		0.24
KKR Apple Bidco, LLC	(9)	SOFR +	2.75%	8.21%	9/23/2028	5,865		5,742		5,875		0.24
								14,536		14,891		0.61
Beverages
Triton Water Holdings, Inc.	(9)	SOFR +	3.25%	8.85%	3/31/2028	14,771		14,737		14,793		0.61
Building Products
Cornerstone Building Brands, Inc.	(9)	SOFR +	3.25%	8.68%	4/12/2028	1,462		1,444		1,430		0.06
Fencing Supply Group Acquisition, LLC	(4)(11)	SOFR +	6.00%	11.44%	2/26/2027	19,350		19,299		19,059		0.78
Kodiak BP, LLC	(10)	SOFR +	3.25%	8.85%	3/12/2028	4,873		4,834		4,881		0.20
Latham Pool Products, Inc.	(7)(9)	SOFR +	4.00%	9.44%	2/23/2029	26,740		26,174		25,676		1.05
Lindstrom, LLC	(4)(11)	SOFR +	6.25%	11.68%	5/1/2026	27,400		27,400		27,126		1.11
Tamko Building Product, LLC	(8)	SOFR +	3.25%	8.59%	9/20/2030	2,939		2,939		2,943		0.12
The Chamberlain Group, Inc.	(9)	SOFR +	3.25%	8.69%	11/3/2028	14,849		14,821		14,859		0.61
Windows Acquisition Holdings, Inc.	(4)(11)	SOFR +	6.50%	11.98%	12/29/2026	9,899		9,899		9,602		0.39
								106,810		105,576		4.32
Capital Markets
AllSpring Buyer, LLC	(9)	SOFR +	3.25%	8.89%	11/1/2028	535		537		534		0.02
Apex Group Treasury, LLC	(9)	SOFR +	3.75%	9.33%	7/27/2028	1,075		1,064		1,078		0.04
Apex Group Treasury, LLC	(4)(9)	SOFR +	5.00%	10.32%	7/27/2028	61,070		58,151		61,452		2.52
Citco Funding LLC	(9)	SOFR +	2.75%	8.10%	4/27/2028	7,247		7,238		7,280		0.30
Osaic Holdings Inc	(8)	SOFR +	4.00%	9.34%	8/17/2028	9,003		9,003		9,042		0.37
Resolute Investment Managers, Inc.	(11)	SOFR +	6.50%	12.10%	4/30/2027	946		934		927		0.04
Situs-AMC Holdings Corporation	(4)(10)	SOFR +	5.50%	10.93%	12/22/2027	90,087		89,255		90,087		3.69
Superannuation And Investments US, LLC	(9)	SOFR +	3.75%	9.21%	12/1/2028	1,950		1,958		1,954		0.08
The Edelman Financial Engines Center, LLC	(8)	SOFR +	3.25%	8.59%	4/7/2028	13,581		13,562		13,616		0.56
								181,702		185,970		7.62

155

BCRED Emerald JV LP Condensed Consolidated Schedule of Investments June 30, 2024 (in thousands) (Unaudited)
Investments (1)	Footnotes	Reference Rate and Spread (2)		Interest Rate (2)(15)	Maturity Date	Par Amount/Units (1)		Cost (3)		Fair Value		% of Net Assets
First Lien Debt (continued)
Chemicals
Derby Buyer LLC	(9)	SOFR +	4.25%	9.56%	11/1/2030	$	3,226	$	3,242	$	3,245	0.13	%
Pigments Services, Inc.	(4)(11)(17)	SOFR +	8.35%	13.69% PIK	4/14/2029	5,667		4,682		2,539		0.10
Pigments Services, Inc.	(4)(11)	SOFR +	8.35%	13.69% PIK	4/14/2029	3,257		3,257		3,257		0.13
								11,181		9,041		0.36
Commercial Services & Supplies
Access CIG, LLC	(9)	SOFR +	5.00%	10.33%	8/18/2028	19,462		19,040		19,612		0.80
Allied Universal Holdco, LLC	(9)	SOFR +	3.75%	9.19%	5/12/2028	18,060		17,897		18,011		0.74
Anticimex, Inc.	(9)	SOFR +	3.15%	8.46%	11/16/2028	4,891		4,744		4,897		0.20
Anticimex, Inc.	(9)	SOFR +	3.40%	8.71%	11/16/2028	24,563		24,563		24,721		1.01
DG Investment Intermediate Holdings 2, Inc.	(10)	SOFR +	3.75%	9.21%	3/31/2028	3,495		3,495		3,495		0.14
EAB Global, Inc.	(9)	SOFR +	3.25%	8.59%	8/16/2028	4,880		4,818		4,881		0.20
First Advantage Holdings, LLC	(8)	SOFR +	2.75%	8.21%	1/31/2027	6,000		5,932		6,009		0.25
Foundational Education Group, Inc.	(4)(9)	SOFR +	3.75%	9.34%	8/31/2028	3,910		3,814		3,812		0.16
Garda World Security Corp.	(8)	SOFR +	4.25%	9.59%	2/1/2029	5,895		5,725		5,939		0.24
Java Buyer, Inc.	(4)(10)	SOFR +	5.75%	11.19%	12/15/2027	9,578		9,465		9,578		0.39
Java Buyer, Inc.	(4)(10)	SOFR +	5.75%	11.20%	12/15/2027	2,962		2,939		2,962		0.12
JSS Holdings, Inc.	(4)(10)	SOFR +	5.25%	10.70%	12/17/2030	36,270		36,039		36,270		1.49
KPSKY Acquisition, Inc.	(4)(10)(18)	SOFR +	5.60%	11.03%	10/19/2028	134,289		129,363		129,589		5.31
Polyphase Elevator Holding Co.	(4)(11)	SOFR +	6.00%	11.43% (incl. 5.00% PIK)	6/23/2027	28,746		28,268		21,632		0.89
TRC Companies, Inc (fka Bolt Infrastructure Merger Sub, Inc.)	(9)	SOFR +	3.75%	9.21%	12/8/2028	4,645		4,627		4,661		0.19
								300,729		296,069		12.13
Construction & Engineering
Brookfield WEC Holdings, Inc.	(8)	SOFR +	2.75%	8.09%	1/27/2031	4,818		4,795		4,828		0.20
Pike Electric Corp.	(8)	SOFR +	3.00%	8.46%	1/21/2028	6,000		5,871		6,020		0.25
Refficiency Holdings, LLC	(10)	SOFR +	3.50%	8.94%	12/16/2027	4,395		4,371		4,410		0.18
								15,037		15,258		0.63
Containers & Packaging
Ascend Buyer, LLC	(4)(10)	SOFR +	5.75%	11.23%	9/30/2028	74,400		73,869		74,400		3.05
Berlin Packaging, LLC	(8)	SOFR +	3.75%	9.08%	6/7/2031	8,807		8,785		8,837		0.36
Clydesdale Acquisition Holdings, Inc.	(9)	SOFR +	3.68%	9.12%	4/13/2029	5,865		5,688		5,885		0.24
Graham Packaging Co, Inc.	(10)	SOFR +	3.00%	8.46%	8/4/2027	9,362		9,343		9,387		0.38
ProAmpac PG Borrower, LLC	(8)	SOFR +	4.00%	9.33%	9/15/2028	2,933		2,933		2,943		0.12
Ring Container Technologies Group, LLC	(9)	SOFR +	3.50%	8.96%	8/12/2028	2,932		2,855		2,954		0.12
SupplyOne, Inc.	(8)	SOFR +	4.25%	9.59%	4/19/2031	3,218		3,226		3,227		0.13
TricorBraun Holdings, Inc.	(9)	SOFR +	3.25%	8.71%	3/3/2028	12,176		11,962		12,172		0.50
Trident TPI Holdings, Inc.	(9)	SOFR +	4.00%	9.34%	9/15/2028	16,852		16,872		16,897		0.69
								135,533		136,702		5.59

156

BCRED Emerald JV LP Condensed Consolidated Schedule of Investments June 30, 2024 (in thousands) (Unaudited)
Investments (1)	Footnotes	Reference Rate and Spread (2)		Interest Rate (2)(15)	Maturity Date	Par Amount/Units (1)		Cost (3)		Fair Value		% of Net Assets
First Lien Debt (continued)
Distributors
BP Purchaser, LLC	(4)(10)	SOFR +	5.50%	11.11%	12/10/2028	$	50,004	$	49,263	$	46,504	1.91	%
Bution Holdco 2, Inc.	(4)(11)	SOFR +	6.25%	11.68%	10/17/2025	22,246		22,188		22,246		0.91
Genuine Cable Group, LLC	(4)(10)	SOFR +	5.75%	11.25%	11/2/2026	31,653		31,374		30,624		1.25
Marcone Yellowstone Buyer, Inc.	(4)(10)	SOFR +	6.25%	11.73%	6/23/2028	81,545		80,125		76,245		3.12
Tailwind Colony Holding Corporation	(4)(11)	SOFR +	6.50%	11.93%	5/13/2026	31,071		30,954		30,838		1.26
Unified Door & Hardware Group, LLC	(4)(11)	SOFR +	5.75%	11.01%	6/30/2025	38,719		38,683		38,719		1.59
								252,587		245,176		10.04
Diversified Consumer Services
Ascend Learning, LLC	(9)	SOFR +	3.50%	8.94%	12/11/2028	8,020		7,819		8,022		0.33
BPPH2 Ltd	(4)(8)	S +	6.62%	11.82%	3/16/2028	GBP	26,000	30,877		32,867		1.35
Cambium Learning Group, Inc.	(4)(7)(10)	SOFR +	5.50%	10.92%	7/20/2028	34,439		34,439		34,439		1.41
Cengage Learning, Inc.	(11)	SOFR +	4.25%	9.54%	3/22/2031	3,210		3,218		3,223		0.13
Element Materials Technology Group US Holdings Inc.	(9)	SOFR +	4.25%	9.68%	7/6/2029	4,925		4,911		4,951		0.20
Express Wash Concepts, LLC	(4)(7)(11)	SOFR +	6.00%	11.44%	4/30/2027	33,198		32,659		32,733		1.34
Imagine Learning LLC	(9)	SOFR +	3.50%	8.84%	12/21/2029	1,956		1,947		1,958		0.08
Mckissock Investment Holdings LLC	(10)	SOFR +	5.00%	10.48%	3/12/2029	3,918		3,891		3,938		0.16
Pre-Paid Legal Services, Inc.	(9)	SOFR +	3.75%	9.21%	12/15/2028	12,807		12,680		12,815		0.53
University Support Services, LLC	(9)	SOFR +	2.75%	8.09%	2/10/2029	8,979		8,828		8,985		0.37
								141,269		143,931		5.90
Diversified Financial Services
Barbri Holdings, Inc.	(4)(10)	SOFR +	5.75%	11.19%	4/28/2028	70,294		69,689		69,942		2.87
Mitchell International, Inc.	(9)	SOFR +	3.25%	8.59%	6/17/2031	5,000		4,981		4,964		0.20
Sedgwick Claims Management Services, Inc.	(8)	SOFR +	3.75%	9.09%	2/24/2028	4,394		4,362		4,405		0.18
Solera, LLC	(9)	SOFR +	4.00%	9.59%	6/2/2028	16,816		16,609		16,829		0.69
								95,641		96,140		3.94
Diversified Telecommunication Services
Zacapa, LLC	(9)	SOFR +	4.00%	9.33%	3/22/2029	5,865		5,797		5,868		0.24
Electrical Equipment
Madison IAQ, LLC	(9)	SOFR +	2.75%	8.09%	6/21/2028	16,567		16,489		16,603		0.68
Electronic Equipment, Instruments & Components
Albireo Energy, LLC	(4)(11)	SOFR +	6.00%	11.44%	12/23/2026	13,763		13,659		12,593		0.52
Albireo Energy, LLC	(4)(11)	SOFR +	6.00%	11.42%	12/23/2026	815		811		746		0.03
Infinite Bidco, LLC	(9)	SOFR +	3.75%	9.34%	3/2/2028	2,925		2,934		2,814		0.12
								17,404		16,153		0.67
Entertainment
CE Intermediate I, LLC	(9)	SOFR +	3.50%	8.97%	11/10/2028	4,887		4,885		4,904		0.20

157

BCRED Emerald JV LP Condensed Consolidated Schedule of Investments June 30, 2024 (in thousands) (Unaudited)
Investments (1)	Footnotes	Reference Rate and Spread (2)		Interest Rate (2)(15)	Maturity Date	Par Amount/Units (1)		Cost (3)		Fair Value		% of Net Assets
First Lien Debt (continued)
Health Care Equipment & Supplies
Auris Luxembourg III S.à r.l.	(8)	SOFR +	4.25%	9.99%	2/28/2029	$	6,985	$	6,951	$	7,011	0.29	%
CPI Buyer, LLC	(4)(7)(10)	SOFR +	5.50%	11.11%	11/1/2028	138,847		136,027		135,664		5.56
CSHC Buyerco, LLC	(4)(7)(11)	SOFR +	4.75%	10.19%	9/8/2026	10,608		10,517		10,581		0.43
Natus Medical Incorporated	(4)(9)	SOFR +	5.50%	10.98%	7/20/2029	3,664		3,490		3,600		0.15
								156,985		156,856		6.43
Health Care Providers & Services
ACI Group Holdings, Inc.	(4)(10)	SOFR +	5.50%	10.94%	8/2/2028	128,544		127,579		128,544		5.27
ADCS Clinics Intermediate Holdings, LLC	(4)(11)	SOFR +	6.25%	11.61%	5/7/2027	1,705		1,692		1,705		0.07
ADCS Clinics Intermediate Holdings, LLC	(4)(11)	SOFR +	6.25%	11.66%	5/7/2027	28,840		28,618		28,840		1.18
ADCS Clinics Intermediate Holdings, LLC	(4)(7)(11)	SOFR +	6.25%	11.65%	5/7/2026	89		85		89		0.00
ADMI Corp.	(9)	SOFR +	3.75%	9.21%	12/23/2027	4,964		4,868		4,874		0.20
Amerivet Partners Management, Inc.	(4)(10)	SOFR +	5.25%	10.73%	2/25/2028	82,849		81,289		82,849		3.39
Canadian Hospital Specialties Ltd.	(4)(11)	C +	4.50%	9.47%	4/14/2028	CAD	29,470	21,461		21,003		0.86
CCBlue Bidco, Inc.	(4)(10)	SOFR +	6.50%	11.94% PIK	12/21/2028	22,579		22,327		19,587		0.80
CHG Healthcare Services, Inc.	(9)	SOFR +	3.25%	8.71%	9/29/2028	588		571		589		0.02
DCA Investment Holdings, LLC	(4)(10)	SOFR +	6.41%	11.74%	4/3/2028	29,802		29,602		29,802		1.22
Electron Bidco, Inc.	(9)	SOFR +	3.00%	8.46%	11/1/2028	11,823		11,697		11,834		0.48
Epoch Acquisition, Inc.	(4)(11)	SOFR +	6.00%	11.43%	10/4/2026	28,663		28,663		28,663		1.17
ICS US Holdings, Inc.	(4)(9)	SOFR +	4.85%	10.16%	6/8/2028	35,000		33,353		33,600		1.38
International SOS The Americas LP	(4)(9)	SOFR +	3.50%	8.83%	9/7/2028	1,950		1,951		1,955		0.08
Jayhawk Buyer, LLC	(4)(11)	SOFR +	5.00%	10.44%	10/15/2026	30,813		30,661		29,273		1.20
Midwest Physician Administrative Services, LLC	(10)	SOFR +	3.25%	8.85%	3/12/2028	1,337		1,339		1,175		0.05
Navigator Acquiror, Inc.	(4)(7)(9)	SOFR +	5.50%	10.94%	7/16/2027	19,911		19,850		18,119		0.74
Onex TSG Intermediate Corp.	(10)	SOFR +	4.75%	10.35%	2/28/2028	1,950		1,959		1,948		0.08
Pediatric Associates Holding Co., LLC	(9)	SOFR +	3.25%	8.71%	12/29/2028	2,773		2,766		2,687		0.11
PSKW Intermediate, LLC	(4)(11)	SOFR +	6.25%	11.69%	3/9/2026	43,348		43,348		43,348		1.78
Smile Doctors, LLC	(4)(7)(10)	SOFR +	5.75%	11.20%	12/23/2028	142,632		140,566		138,948		5.69
Team Services Group, LLC	(11)	SOFR +	5.00%	10.58%	12/20/2027	2,298		2,304		2,300		0.09
U.S. Anesthesia Partners, Inc.	(9)	SOFR +	4.25%	9.69%	10/1/2028	864		867		831		0.03
WHCG Purchaser III, Inc.	(4)(10)(17)	SOFR +	5.75%	11.34%	6/22/2028	6,252		6,175		4,064		0.17
WHCG Purchaser III, Inc.	(4)(7)(10)(17)	SOFR +	5.75%	11.34%	6/22/2026	739		732		480		0.02
								644,323		637,107		26.08

158

BCRED Emerald JV LP Condensed Consolidated Schedule of Investments June 30, 2024 (in thousands) (Unaudited)
Investments (1)	Footnotes	Reference Rate and Spread (2)		Interest Rate (2)(15)	Maturity Date	Par Amount/Units (1)		Cost (3)		Fair Value		% of Net Assets
First Lien Debt (continued)
Health Care Technology
ACProducts Holdings, Inc.	(9)	SOFR +	4.25%	9.85%	5/17/2028	$	2,311	$	1,947	$	1,966	0.08	%
GHX Ultimate Parent Corp.	(4)(9)	SOFR +	4.00%	9.33%	6/30/2027	4,474		4,469		4,508		0.18
GI Ranger Intermediate, LLC	(4)(10)	SOFR +	6.00%	11.48%	10/29/2028	44,122		43,647		44,122		1.81
Netsmart Technologies, Inc.	(10)	SOFR +	3.75%	9.21%	10/1/2027	3,872		3,848		3,887		0.16
Waystar Technologies, Inc.	(8)	SOFR +	2.75%	8.10%	10/22/2029	4,036		4,036		4,046		0.17
								57,947		58,529		2.40
Hotels, Restaurants & Leisure
Alterra Mountain Company	(8)	SOFR +	3.25%	8.59%	8/17/2028	6,859		6,859		6,891		0.28
Bally's Corp	(9)	SOFR +	3.25%	8.84%	10/2/2028	3,313		3,249		3,154		0.13
Fertitta Entertainment, LLC	(9)	SOFR +	3.75%	9.08%	1/27/2029	11,830		11,623		11,857		0.49
GVC Finance LLC	(9)	SOFR +	2.75%	8.01%	10/31/2029	903		901		906		0.04
Scientific Games Holdings LP	(9)	SOFR +	3.00%	8.31%	4/4/2029	11,970		11,970		11,960		0.49
Whatabrands, LLC	(9)	SOFR +	2.75%	8.09%	8/3/2028	8,643		8,643		8,655		0.35
								43,245		43,423		1.78
Household Durables
AI Aqua Merger Sub, Inc.	(9)	SOFR +	4.00%	9.33%	7/31/2028	18,842		18,647		18,897		0.77
Industrial Conglomerates
Engineered Machinery Holdings, Inc.	(10)	SOFR +	3.75%	9.35%	5/19/2028	3,910		3,809		3,930		0.16
FCG Acquisitions, Inc.	(9)	SOFR +	3.75%	9.35%	3/31/2028	13,789		13,638		13,808		0.57
SPX Flow, Inc.	(9)	SOFR +	3.50%	8.84%	4/5/2029	1,395		1,395		1,405		0.06
Victory Buyer, LLC	(9)	SOFR +	3.75%	9.34%	11/19/2028	9,802		9,387		9,459		0.39
								28,229		28,602		1.18
Insurance
Alera Group, Inc.	(4)(10)	SOFR +	5.25%	10.59%	10/2/2028	44,012		43,383		44,012		1.80
Alliant Holdings Intermediate, LLC	(9)	SOFR +	3.50%	8.84%	11/6/2030	2,403		2,403		2,412		0.10
AssuredPartners, Inc.	(9)	SOFR +	3.50%	8.84%	2/14/2031	7,317		7,308		7,344		0.30
Baldwin Risk Partners, LLC	(4)(8)	SOFR +	3.25%	8.59%	5/26/2031	5,775		5,761		5,783		0.24
BroadStreet Partners, Inc.	(8)	SOFR +	3.25%	8.59%	6/14/2031	12,829		12,816		12,810		0.52
Foundation Risk Partners Corp.	(4)(10)	SOFR +	5.25%	10.58%	10/29/2030	75,639		75,096		75,639		3.10
Galway Borrower, LLC	(4)(10)	SOFR +	5.25%	10.68%	9/29/2028	44,120		43,332		44,120		1.81
PGIS Intermediate Holdings, LLC	(4)(10)	SOFR +	5.00%	10.48%	10/16/2028	62,685		61,227		62,685		2.57
USI, Inc.	(8)	SOFR +	2.75%	8.08%	11/22/2029	6,771		6,763		6,780		0.28
								258,089		261,585		10.72
Interactive Media & Services
Ancestry.com Operations, Inc.	(9)	SOFR +	3.25%	8.69%	12/6/2027	2,924		2,927		2,804		0.11
Project Boost Purchaser, LLC	(8)	SOFR +	3.50%	8.96%	6/1/2026	6,836		6,747		6,850		0.28
								9,674		9,654		0.39

159

BCRED Emerald JV LP Condensed Consolidated Schedule of Investments June 30, 2024 (in thousands) (Unaudited)
Investments (1)	Footnotes	Reference Rate and Spread (2)		Interest Rate (2)(15)	Maturity Date	Par Amount/Units (1)		Cost (3)		Fair Value		% of Net Assets
First Lien Debt (continued)
Internet & Direct Marketing Retail
Identity Digital, Inc.	(4)(11)	SOFR +	5.25%	10.78%	12/29/2027	$	41,789	$	41,616	$	41,789	1.71	%
Prodege International Holdings, LLC	(4)(10)	SOFR +	5.75%	11.24%	12/15/2027	20,839		20,622		20,109		0.82
								62,238		61,898		2.53
IT Services
Ahead DB Holdings, LLC	(10)	SOFR +	4.25%	9.58%	2/1/2031	3,226		3,250		3,241		0.13
Dcert Buyer, Inc.	(8)	SOFR +	4.00%	9.34%	10/16/2026	10,008		9,812		9,777		0.40
Newfold Digital Holdings Group Inc	(10)	SOFR +	3.50%	8.94%	2/10/2028	4,391		4,325		4,089		0.17
Razor Holdco, LLC	(4)(10)	SOFR +	5.75%	11.18%	10/25/2027	25,350		25,058		25,350		1.04
Virtusa Corp.	(10)	SOFR +	3.25%	8.59%	2/15/2029	5,877		5,871		5,900		0.24
								48,316		48,357		1.98
Leisure Products
Motion Finco, LLC	(8)	SOFR +	3.50%	8.83%	11/12/2029	15,821		15,807		15,845		0.65
Life Sciences Tools & Services
Cambrex Corp.	(10)	SOFR +	3.50%	8.94%	12/4/2026	5,928		5,884		5,851		0.24
Machinery
Pro Mach Group, Inc.	(11)	SOFR +	3.50%	8.84%	8/31/2028	5,919		5,833		5,956		0.24
Media
Directv Financing, LLC	(10)	SOFR +	5.25%	10.71%	8/2/2029	2,251		2,253		2,244		0.09
Radiate Holdco, LLC	(10)	SOFR +	3.25%	8.71%	9/25/2026	2,364		2,363		1,921		0.08
Sunrise Financing Partnership	(8)	SOFR +	3.00%	8.44%	1/31/2029	5,500		5,429		5,477		0.22
Univision Communications, Inc.	(10)	SOFR +	3.25%	8.59%	3/15/2026	5		4		5		0.00
Virgin Media Bristol, LLC	(8)	SOFR +	3.25%	8.69%	1/31/2029	3,500		3,470		3,352		0.14
								13,519		12,999		0.53
Metals & Mining
SCIH Salt Holdings, Inc.	(10)	SOFR +	3.50%	8.83%	3/16/2027	3,878		3,852		3,885		0.16
Oil, Gas & Consumable Fuels
Eagle Midstream Canada Finance, Inc.	(4)(10)	SOFR +	6.25%	11.57%	8/15/2028	22,595		22,363		22,595		0.93
Freeport LNG Investments, LLLP	(9)	SOFR +	3.50%	9.09%	12/21/2028	14,857		14,844		14,859		0.61
KKR Alberta Midsteam Finance, Inc.	(4)(10)	SOFR +	6.25%	11.57%	8/15/2028	12,293		12,166		12,293		0.50
								49,373		49,747		2.04
Paper & Forest Products
Profile Products, LLC	(4)(10)	SOFR +	5.50%	10.93%	11/12/2027	74,921		73,897		73,235		3.00
Pharmaceuticals
ANI Pharmaceuticals, Inc.	(10)	SOFR +	6.00%	11.46%	11/19/2027	50,753		49,231		50,944		2.09
Professional Services
APFS Staffing Holdings, Inc.	(9)	SOFR +	4.00%	9.34%	12/29/2028	2,992		2,985		2,988		0.12
Armor Holdco, Inc.	(9)	SOFR +	4.50%	10.01%	12/11/2028	7,498		7,467		7,540		0.31
Camelot US Acquisition, LLC	(8)	SOFR +	2.75%	8.09%	1/31/2031	3,114		3,107		3,124		0.13
Cast & Crew Payroll, LLC	(9)	SOFR +	3.75%	9.09%	12/29/2028	4,875		4,873		4,884		0.20
CFGI Holdings, LLC	(4)(10)	SOFR +	4.50%	9.84%	11/2/2027	110,682		110,682		110,682		4.54
Deerfield Dakota Holding, LLC	(11)	SOFR +	3.75%	9.08%	4/9/2027	14,751		14,631		14,761		0.60
EP Purchaser, LLC	(9)	SOFR +	3.50%	9.10%	11/6/2028	3,421		3,416		3,427		0.14

160

BCRED Emerald JV LP Condensed Consolidated Schedule of Investments June 30, 2024 (in thousands) (Unaudited)
Investments (1)	Footnotes	Reference Rate and Spread (2)		Interest Rate (2)(15)	Maturity Date	Par Amount/Units (1)		Cost (3)		Fair Value		% of Net Assets
First Lien Debt (continued)
Professional Services (continued)
Genuine Financial Holdings LLC	(8)	SOFR +	4.00%	9.33%	9/27/2030	$	12,955	$	12,931	$	12,929	0.53	%
IG Investments Holdings, LLC	(4)(10)	SOFR +	6.00%	11.43%	9/22/2028	134,289		133,811		134,289		5.50
Kwor Acquisition, Inc.	(4)(10)	SOFR +	5.25%	10.68%	12/22/2028	91,046		88,739		87,860		3.60
Mercury Borrower, Inc.	(9)	SOFR +	3.50%	8.96%	8/2/2028	12,577		12,398		12,602		0.52
Saphilux S.à r.l.	(8)	S +	5.25%	10.70%	7/18/2028	GBP	20,000	25,440		25,377		1.04
The Dun & Bradstreet Corporation	(8)	SOFR +	2.75%	8.10%	1/18/2029	7,909		7,909		7,924		0.32
Trinity Air Consultants Holdings Corp.	(4)(10)	SOFR +	5.25%	10.66%	6/29/2028	118,000		117,248		118,000		4.84
West Monroe Partners, LLC	(4)(10)	SOFR +	5.50%	11.10%	11/8/2028	28,897		28,527		28,391		1.16
West Monroe Partners, LLC	(4)(7)(10)	SOFR +	5.50%	11.11%	11/8/2027	569		569		559		0.02
								574,733		575,337		23.57
Real Estate Management & Development
Progress Residential PM Holdings, LLC	(4)(7)(10)	SOFR +	5.50%	10.94%	8/8/2030	18,138		18,247		18,138		0.74
Software
Boxer Parent Company, Inc.	(8)	SOFR +	4.00%	9.34%	12/29/2028	7,626		7,557		7,651		0.31
Cloud Software Group, Inc.	(9)	SOFR +	4.50%	9.83%	3/21/2031	2,304		2,296		2,314		0.09
Cloudera, Inc.	(9)	SOFR +	3.75%	9.19%	10/8/2028	14,374		14,181		14,401		0.59
Community Brands ParentCo, LLC	(4)(10)	SOFR +	5.50%	10.94%	2/24/2028	74,793		73,772		74,793		3.06
Confine Visual Bidco	(4)(10)	SOFR +	5.75%	11.06%	2/23/2029	32,504		31,826		27,466		1.13
ConnectWise, LLC	(9)	SOFR +	3.50%	9.10%	9/29/2028	4,388		4,392		4,363		0.18
ECI Macola Max Holding, LLC	(10)	SOFR +	3.75%	9.08%	5/9/2030	6,841		6,841		6,891		0.28
Epicor Software Corp.	(7)(10)	SOFR +	3.25%	8.59%	5/30/2031	9,785		9,785		9,845		0.40
Ellucian Holdings, Inc.	(9)	SOFR +	3.50%	8.94%	10/9/2029	9,760		9,749		9,816		0.40
Flexera Software LLC	(4)(10)	SOFR +	3.50%	8.83%	3/3/2028	5,481		5,481		5,508		0.23
Gen Digital Inc	(9)	SOFR +	1.75%	7.09%	9/12/2029	2,607		2,605		2,601		0.11
Genesys Cloud Services Holdings II, LLC	(10)	SOFR +	3.50%	8.84%	12/1/2027	4,387		4,322		4,413		0.18
HS Purchaser, LLC	(10)	SOFR +	4.00%	9.43%	11/19/2026	3,901		3,883		3,523		0.14
Idera, Inc.	(10)	SOFR +	3.50%	8.83%	3/2/2028	10,432		10,411		10,373		0.43
ION Trading Finance Ltd	(8)	SOFR +	4.00%	9.35%	4/1/2028	10,718		10,717		10,720		0.44
LD Lower Holdings, Inc.	(4)(11)	SOFR +	6.50%	11.93%	2/8/2026	14,793		14,734		14,682		0.60
Magenta Buyer LLC	(4)(10)(17)	SOFR +	5.00%	10.59%	7/27/2028	1,955		1,958		1,096		0.04
McAfee Corp.	(9)	SOFR +	3.25%	8.58%	3/1/2029	15,895		15,907		15,899		0.65
Medallia, Inc.	(4)(10)	SOFR +	6.50%	11.93% (incl. 4.00% PIK)	10/29/2028	49,530		48,976		48,540		1.99
Mitnick Purchaser, Inc.	(9)	SOFR +	4.50%	9.93%	5/2/2029	4,912		4,895		4,583		0.19
Mitratech Holdings, Inc.	(4)(10)	SOFR +	5.00%	10.42%	5/18/2028	27,156		26,234		27,020		1.11
Mitratech Holdings, Inc.	(10)	SOFR +	4.25%	9.84%	5/18/2028	14,850		14,285		14,846		0.61
Modena Buyer LLC	(8)	SOFR +	4.50%	9.80%	7/1/2031	3,100		3,038		3,030		0.12
Monk Holding Co.	(4)(10)(18)	SOFR +	5.70%	11.13%	12/1/2027	108,223		106,657		108,223		4.43
Monk Holding Co.	(4)(7)(10)	SOFR +	5.50%	10.93%	12/1/2027	1,037		1,004		994		0.04
MRI Software, LLC	(4)(11)	SOFR +	5.50%	10.93%	2/10/2027	10,021		9,838		9,921		0.41
Nintex Topco Limited	(4)(10)	SOFR +	6.00%	11.46% (incl. 1.50% PIK)	11/13/2028	32,583		32,144		31,605		1.30
Perforce Software, Inc.	(8)	SOFR +	3.75%	9.19%	7/1/2026	1,322		1,319		1,320		0.05

161

BCRED Emerald JV LP Condensed Consolidated Schedule of Investments June 30, 2024 (in thousands) (Unaudited)
Investments (1)	Footnotes	Reference Rate and Spread (2)		Interest Rate (2)(15)	Maturity Date	Par Amount/Units (1)		Cost (3)		Fair Value		% of Net Assets
First Lien Debt (continued)
Software (continued)
Proofpoint, Inc.	(9)	SOFR +	3.00%	8.34%	8/31/2028	$	8,761	$	8,761	$	8,779	0.36	%
Quartz Acquireco LLC	(8)	SOFR +	2.75%	8.08%	6/28/2030	6,716		6,716		6,728		0.28
RealPage, Inc.	(9)	SOFR +	3.00%	8.46%	4/24/2028	7,812		7,659		7,606		0.31
Relativity ODA, LLC	(4)(7)(11)	SOFR +	6.00%	11.44%	5/12/2027	49,135		48,704		49,135		2.01
Rocket Software, Inc.	(9)	SOFR +	4.75%	10.09%	11/28/2028	3,192		3,180		3,209		0.13
S2P Acquisition Borrower, Inc.	(8)	SOFR +	4.00%	9.44%	8/14/2026	4,698		4,674		4,712		0.19
Skopima Consilio Parent LLC	(9)	SOFR +	4.00%	9.46%	5/12/2028	7,045		6,942		7,048		0.29
Skopima Consilio Parent LLC	(9)	SOFR +	4.50%	9.96%	5/12/2028	9,950		9,311		9,981		0.41
Solarwinds Holdings, Inc.	(8)	SOFR +	3.25%	8.59%	2/28/2030	2,908		2,906		2,916		0.12
Sovos Compliance, LLC	(9)	SOFR +	4.50%	9.96%	8/11/2028	11,579		11,519		11,505		0.47
Stamps.com, Inc.	(4)(10)	SOFR +	5.75%	11.18%	10/5/2028	58,650		57,887		57,624		2.36
Surf Holdings, LLC	(8)	SOFR +	3.50%	8.95%	3/5/2027	14,852		14,834		14,887		0.61
Triple Lift, Inc.	(4)(10)	SOFR +	5.75%	11.24%	5/5/2028	59,086		58,692		55,541		2.28
Triple Lift, Inc.	(4)(7)(10)	SOFR +	5.75%	11.21%	5/5/2028	821		795		693		0.03
Vision Solutions, Inc.	(10)	SOFR +	4.25%	9.84%	4/24/2028	5,928		5,888		5,846		0.24
								727,275		722,647		29.60
Specialty Retail
CustomInk, LLC	(4)(11)(18)	SOFR +	6.18%	11.61%	5/3/2026	36,866		36,669		36,866		1.51
EG America, LLC	(8)	SOFR +	5.50%	11.14%	2/7/2028	1,986		1,938		1,966		0.08
StubHub Holdco Sub, LLC	(8)	SOFR +	4.75%	10.09%	3/15/2030	2,270		2,279		2,274		0.09
								40,886		41,106		1.68
Trading Companies & Distributors
Foundation Building Materials, Inc.	(9)	SOFR +	3.25%	8.84%	1/31/2028	6,834		6,668		6,770		0.28
Icebox Holdco III, Inc.	(9)	SOFR +	3.75%	9.35%	12/22/2028	5,860		5,824		5,886		0.24
LBM Acquisition, LLC	(10)	SOFR +	3.75%	9.18%	5/31/2031	3,909		3,871		3,849		0.16
Park River Holdings, Inc.	(10)	SOFR +	3.25%	8.81%	12/28/2027	3,352		3,315		3,284		0.13
Porcelain Acquisition Corp.	(4)(11)	SOFR +	6.00%	11.43%	4/1/2027	8,644		8,554		8,341		0.34
White Cap Buyer, LLC	(8)	SOFR +	3.25%	8.59%	10/19/2029	10,102		10,106		10,131		0.42
								38,338		38,261		1.57
Transportation Infrastructure
Roadsafe Holdings, Inc.	(4)(11)	SOFR +	5.75%	11.14%	10/19/2027	11,765		11,698		11,412		0.47
Roadsafe Holdings, Inc.	(4)(11)	SOFR +	5.75%	11.15%	10/19/2027	6,772		6,713		6,568		0.27
								18,411		17,980		0.74
Wireless Telecommunication Services
CCI Buyer, Inc.	(10)	SOFR +	4.00%	9.33%	12/17/2027	6,642		6,534		6,657		0.27
Total First Lien Debt								4,438,499		4,412,054		180.71

162

BCRED Emerald JV LP Condensed Consolidated Schedule of Investments June 30, 2024 (in thousands) (Unaudited)
Investments (1)	Footnotes	Reference Rate and Spread (2)		Interest Rate (2)(15)	Maturity Date	Par Amount/Units (1)		Cost (3)		Fair Value		% of Net Assets
Second Lien Debt
Capital Markets
Apex Group Treasury, LLC	(4)(9)	SOFR +	6.75%	12.31%	7/27/2029	$	11,469	$	11,514	$	11,467	0.47	%
Apex Group Treasury, LLC	(4)(9)	SOFR +	6.75%	12.34%	7/27/2029	26,378		26,480		26,374		1.08
								37,994		37,841		1.55
Diversified Consumer Services
Ascend Learning, LLC	(9)	SOFR +	5.75%	11.19%	12/10/2029	5,301		4,851		5,216		0.21
Health Care Providers & Services
Canadian Hospital Specialties Ltd.	(4)(8)		8.75%	8.75%	4/15/2029	CAD	12,000	8,275		7,653		0.31
Jayhawk Buyer, LLC	(4)(11)	SOFR +	8.75%	14.18%	10/15/2027	24,712		24,587		23,476		0.96
								32,862		31,129		1.27
Industrial Conglomerates
Victory Buyer, LLC	(4)(9)	SOFR +	7.00%	12.60%	11/19/2029	66,704		65,724		63,369		2.60
Life Sciences Tools & Services
Curia Global, Inc.	(4)(10)	SOFR +	6.50%	12.09%	8/31/2029	37,847		37,212		34,062		1.40
Software
Vision Solutions, Inc.	(10)	SOFR +	7.25%	12.84%	4/23/2029	24,942		22,328		24,100		0.99
Total Second Lien Debt								200,971		195,717		8.02
Bond
Software
Tangerine Bidco S.p.A	(4)(8)	E +	5.50%	9.22%	12/30/2029	EUR	69,750	72,330		74,699		3.06
TeamSystem S.p.A	(4)(8)	E +	6.25%	9.97%	2/15/2028	EUR	35,000	33,665		37,483		1.54
								105,995		112,182		4.60
Total Bonds								105,995		112,182		4.60
Equity
Air Freight & Logistics
AGI Group Holdings LP - A2 Units	(4)					194		208		127		0.01
Mode Holdings, L.P. - Class A-2 Common Units	(4)					1,230,769		2,215		1,711		0.07
								2,423		1,838		0.08
Capital Markets
Resolute Investment Managers, Inc. - Common Equity						11,751		294		59		0.00
Chemicals
Pigments Holdings LP - LP Interests	(4)					1,212		—		—		0.00
Distributors
Box Co-Invest Blocker, LLC - (BP Alpha Holdings, L.P.) - Class A Units	(4)					780,000		780		218		0.01
Box Co-Invest Blocker, LLC - (BP Alpha Holdings, L.P.) - Class C Units	(4)					94,753		92		108		0.00
GSO DL Co-Invest EIS LP (EIS Acquisition Holdings, LP - Class A Common Units)	(4)					301,167		1,239		2,358		0.10
								2,111		2,684		0.11
Diversified Consumer Services
Cambium Holdings, LLC - Senior Preferred Interests	(4)			11.50%		974,662		1,133		1,328		0.05
Health Care Providers & Services
Jayhawk Holdings, LP - A-1 Common Units	(4)					797		210		47		0.00
Jayhawk Holdings, LP - A-2 Common Units	(4)					429		113		25		0.00
								323		72		0.00

163

BCRED Emerald JV LP Condensed Consolidated Schedule of Investments June 30, 2024 (in thousands) (Unaudited)
Investments (1)	Footnotes	Reference Rate and Spread (2)	Interest Rate (2)(15)	Maturity Date	Par Amount/Units (1)	Cost (3)		Fair Value		% of Net Assets
Equity (continued)
Software
Descartes Holdings, Inc - Class A Units	(4)				168,057	$	728	$	121	0.00	%
Lobos Parent, Inc. - Series A Preferred Shares	(4)		10.50%		5,773	5,700		7,101		0.29
						6,428		7,222		0.29
Specialty Retail
GSO DL CoInvest CI LP (CustomInk, LLC - Series A Preferred Units)	(4)				3,000,000	3,542		4,380		0.18
Transportation Infrastructure
Frontline Road Safety Investments, LLC - Class A Common Units	(4)				3,936	376		778		0.03
Total Equity						16,630		18,361		0.74
Total Investment Portfolio						4,762,095		4,738,314		194.07
Cash and Cash Equivalents
Other Cash and Cash Equivalents						155,588		155,588		6.38
Total Portfolio Investments, Cash and Cash Equivalents						$	4,917,683	$	4,893,902	200.45	%

(1)Unless otherwise indicated, all debt and equity investments held by the Company (which such term “Company” shall include the Company’s consolidated subsidiaries for purposes of this Consolidated Schedule of Investments) are denominated in dollars. As of June 30, 2024, the Company had investments denominated in Canadian Dollars (CAD), Euros (EUR), British Pounds (GBP), Swiss Francs (CHF), Danish Krone (DKK), Swedish Krona (SEK), Norwegian Krone (NOK), and New Zealand Dollars (NZD). All debt investments are income producing unless otherwise indicated. All equity investments are non-income producing unless otherwise noted. Certain portfolio company investments are subject to contractual restrictions on sales. The total par amount (in thousands) is presented for debt investments, while the number of shares or units (in whole amounts) owned is presented for equity investments. Each of the Company’s investments is pledged as collateral, under one or more of its credit facilities unless otherwise indicated.

(2)Variable rate loans to the portfolio companies bear interest at a rate that is determined by reference to either Canadian Dollar Offered Rate (“CDOR” or “C”), Sterling Overnight Interbank Average Rate (“SONIA” or “S”), Euro Interbank Offer Rate (“Euribor” or “E”), Secured Overnight Financing Rate (“SOFR”), Stockholm Interbank Offered Rate (“STIBOR” or “ST”), Copenhagen Interbank Offered Rate (“CIBOR” or “CI”), Norwegian Interbank Offered Rate (“NIBOR” or “N”), Swiss Average Rate Overnight (“SARON” or “SA”), New Zealand Bank Bill Reference Rate (“BKBM” or “B”), or an alternate base rate (commonly based on the Federal Funds Rate (“F”) or the U.S. Prime Rate (“P”)), which generally resets periodically. For each loan, the Company has indicated the reference rate used and provided the spread and the interest rate in effect as of June 30, 2024. Variable rate loans typically include an interest reference rate floor feature.

(3)The cost represents the original cost adjusted for the amortization of discounts and premiums, as applicable, on debt investments using the effective interest method in accordance with accounting principles generally accepted in the United States of America (“GAAP”).

(4)These investments were valued using unobservable inputs and are considered Level 3 investments. Fair value was determined in good faith by or under the direction of the Board of Trustees (the “Board”) (see Note 2 and Note 5), pursuant to the Company’s valuation policy.

(5)These debt investments are not pledged as collateral under any of the Company's credit facilities. For other debt investments that are pledged to the Company's credit facilities, a single investment may be divided into parts that are individually pledged as collateral to separate credit facilities. Any other debt investments listed above are pledged to financing facilities or CLOs and are not available to satisfy the creditors of the Company.

(6)Reserved

(7)Position or portion thereof is an unfunded commitment, and no interest is being earned on the unfunded portion, although the investment may be subject to unused commitment fees. Negative cost and fair value results from unamortized fees, which are capitalized to the investment cost. The unfunded commitment may be subject to a commitment termination date that may expire prior to the maturity date stated. See below for more information on the Company’s unfunded commitments (all commitments are first lien, unless otherwise noted):

164

BCRED Emerald JV LP Condensed Consolidated Schedule of Investments June 30, 2024 (in thousands) (Unaudited)
Investments	Commitment Type	Commitment Expiration Date	Unfunded Commitment		Fair Value
ADCS Clinics Intermediate Holdings, LLC	Revolver	5/7/2027	$	692	$	—
Monk Holding Co.	Delayed Draw Term Loan	12/1/2024	3,290		—
Cambium Learning Group, Inc.	Revolver	7/20/2028	3,249		—
CPI Buyer, LLC	Revolver	11/1/2026	2,974		(59)
CSHC Buyerco, LLC	Delayed Draw Term Loan	9/8/2026	195		—
Latham Pool Products, Inc.	Revolver	2/18/2029	11,250		(563)
Navigator Acquiror, Inc.	Delayed Draw Term Loan	1/16/2025	1,232		—
Progress Residential PM Holdings, LLC	Delayed Draw Term Loan	8/26/2024	3,721		—
Relativity ODA, LLC	Revolver	5/12/2027	485		—
Smile Doctors, LLC	Revolver	12/23/2027	4,737		(118)
Triple Lift, Inc.	Revolver	5/6/2028	1,321		—
West Monroe Partners, LLC	Revolver	11/9/2027	2,274		—
WHCG Purchaser III, Inc.	Revolver	6/22/2026	2		—
Express Wash Concepts, LLC	Delayed Draw Term Loan	4/2/2025	30,333		—
Epicor Software Corp.	Delayed Draw Term Loan	5/30/2027	1,147		—
Total unfunded commitments			$	66,902	$	(740)

(8)There are no interest rate floors on these investments.

(9)The interest rate floor on these investments as of June 30, 2024 was 0.50%.

(10)The interest rate floor on these investments as of June 30, 2024 was 0.75%.

(11)The interest rate floor on these investments as of June 30, 2024 was 1.00%.

(12)The interest rate floor on these investments as of June 30, 2024 was 1.25%.

(13)The interest rate floor on these investments as of June 30, 2024 was 1.50%.

(14)The interest rate floor on these investments as of June 30, 2024 was 2.00%.

(15)For unsettled positions the interest rate does not include the base rate.

(16)Reserved

(17)Loan, or a portion of loan as noted, was on non-accrual status as of June 30, 2024. As of June 30, 2024, $3.3 million of the cost and $2.2 million of fair value of WHCG Purchaser III, Inc. is considered to be on non-accrual status.

(18)These loans are “last-out” portions of loans. The “last-out” portion of the Company's loan investment generally earns a higher interest rate than the “first-out” portion, and in exchange the “first-out” portion would generally receive priority with respect to payment principal, interest and any other amounts due thereunder over the “last-out” portion.

165

The following table presents the consolidated schedule of investments of the Emerald JV as of December 31, 2023:

BCRED Emerald JV LP Condensed Consolidated Schedule of Investments December 31, 2023 (in thousands) (Unaudited)
Investments (1)	Footnotes	Reference Rate and Spread (2)		Interest Rate (2)(15)	Maturity Date	Par Amount/Units (1)		Cost (3)		Fair Value		% of Net Assets
First Lien Debt
Aerospace & Defense
Amentum Government Services Holdings, LLC	(8)	SOFR +	4.00%	9.47%	1/29/2027	$	2,947	$	2,876	$	2,955	0.11	%
Atlas CC Acquisition Corp.	(10)	SOFR +	4.25%	9.90%	5/25/2028	9,817		9,506		9,169		0.34
Loar Group, Inc.	(4)(11)	SOFR +	7.25%	12.71%	10/16/2025	27,685		27,685		27,685		1.02
Peraton Corp.	(10)	SOFR +	3.75%	9.21%	2/1/2028	5,399		5,328		5,419		0.20
TransDigm Inc	(8)	SOFR +	3.25%	8.64%	2/22/2027	309		305		311		0.01
Vertex Aerospace Services Corp.	(10)	SOFR +	3.25%	8.71%	12/6/2028	2,948		2,958		2,954		0.11
								48,658		48,493		1.79
Air Freight & Logistics
AGI-CFI Holdings, Inc.	(4)(10)	SOFR +	5.75%	11.25%	6/11/2027	19,841		19,714		19,196		0.71
AGI-CFI Holdings, Inc.	(4)(10)	SOFR +	5.75%	11.18%	6/11/2027	4,399		4,371		4,256		0.16
Mode Purchaser, Inc.	(4)(11)	SOFR +	6.25%	11.77%	12/9/2026	32,101		32,101		32,101		1.18
RWL Holdings, LLC	(4)(10)	SOFR +	5.75%	11.25%	12/31/2028	26,639		26,256		25,174		0.93
SEKO Global Logistics Network, LLC	(4)(11)	SOFR +	5.00%	10.72%	12/30/2026	27,539		27,441		26,988		1.00
SEKO Global Logistics Network, LLC	(4)(11)	SOFR +	4.75%	10.47%	12/30/2026	7,429		7,403		7,280		0.27
								117,286		114,995		4.25
Airlines
Air Canada	(10)	SOFR +	3.50%	9.14%	8/11/2028	3,940		3,912		3,957		0.15
American Airlines, Inc.	(10)	SOFR +	4.75%	10.34%	4/20/2028	3,434		3,524		3,532		0.13
Brown Group Holdings, LLC	(9)	SOFR +	2.75%	8.21%	6/7/2028	5,887		5,679		5,900		0.22
KKR Apple Bidco, LLC	(9)	SOFR +	2.75%	8.18%	9/23/2028	5,895		5,757		5,897		0.22
United Airlines, Inc.	(10)	SOFR +	3.75%	9.22%	4/21/2028	3,135		3,119		3,151		0.12
								21,991		22,437		0.84
Beverages
Triton Water Holdings, Inc.	(9)	SOFR +	3.25%	8.86%	3/31/2028	4,821		4,768		4,785		0.18
Building Products
Cornerstone Building Brands, Inc.	(9)	SOFR +	3.25%	8.71%	4/12/2028	1,470		1,449		1,473		0.05
CP Atlas Buyer, Inc.	(9)	SOFR +	3.75%	9.21%	11/23/2027	2,751		2,756		2,713		0.10
Fencing Supply Group Acquisition, LLC	(4)(11)	SOFR +	6.00%	11.64%	2/26/2027	19,487		19,427		19,194		0.71
Griffon Corporation	(9)	SOFR +	2.25%	7.79%	1/24/2029	2,305		2,256		2,311		0.09
Kodiak BP, LLC	(10)	SOFR +	3.25%	8.86%	3/12/2028	4,898		4,854		4,896		0.18
Latham Pool Products, Inc.	(7)(9)	SOFR +	4.00%	9.53%	2/23/2029	28,552		27,883		26,720		0.99
Lindstrom, LLC	(4)(11)	SOFR +	6.25%	11.69%	4/7/2025	27,513		27,513		27,031		1.00
Tamko Building Product, LLC	(8)	SOFR +	3.50%	8.90%	9/20/2030	2,954		2,954		2,972		0.11
The Chamberlain Group, Inc.	(9)	SOFR +	3.25%	8.71%	11/3/2028	4,900		4,854		4,895		0.18
Windows Acquisition Holdings, Inc.	(4)(11)	SOFR +	6.50%	12.00%	12/29/2026	9,927		9,927		9,927		0.37
								103,873		102,132		3.78
Capital Markets
Advisor Group Holdings, Inc.	(8)	SOFR +	4.50%	9.86%	8/17/2028	9,026		8,942		9,066		0.33
AllSpring Buyer, LLC	(9)	SOFR +	3.25%	8.89%	11/1/2028	1,965		1,972		1,961		0.07
Apex Group Treasury, LLC	(9)	SOFR +	3.75%	9.38%	7/27/2028	1,081		1,068		1,078		0.04
Apex Group Treasury, LLC	(4)(9)	SOFR +	5.00%	10.40%	7/27/2028	61,380		58,087		61,303		2.26

166

BCRED Emerald JV LP Condensed Consolidated Schedule of Investments December 31, 2023 (in thousands) (Unaudited)
Investments (1)	Footnotes	Reference Rate and Spread (2)		Interest Rate (2)(15)	Maturity Date	Par Amount/Units (1)		Cost (3)		Fair Value		% of Net Assets
First Lien Debt (continued)
Capital Markets (continued)
Citco Funding LLC	(9)	SOFR +	3.50%	8.59%	4/27/2028	$	7,284	$	7,135	$	7,316	0.27	%
Resolute Investment Managers, Inc.	(11)	SOFR +	6.50%	11.85%	4/30/2027	951		937		616		0.02
Situs-AMC Holdings Corporation	(4)(11)	SOFR +	5.50%	10.95%	12/22/2027	90,087		89,136		89,186		3.29
Superannuation And Investments US, LLC	(9)	SOFR +	3.75%	9.22%	12/1/2028	1,960		1,969		1,967		0.07
The Edelman Financial Engines Center, LLC	(10)	SOFR +	3.50%	8.97%	4/7/2028	8,603		8,366		8,626		0.32
								177,612		181,119		6.67
Chemicals
DCG Acquisition Corp.	(8)	SOFR +	4.50%	9.96%	9/30/2026	2,940		2,940		2,927		0.11
Pigments Services, Inc.	(4)(11)(17)	SOFR +	8.35%	13.71%	4/14/2030	5,695		4,705		2,893		0.11
Pigments Services, Inc.	(4)(11)	SOFR +	8.35%	13.71% PIK	4/14/2030	3,046		3,046		3,046		0.11
								10,691		8,866		0.33
Commercial Services & Supplies
Access CIG, LLC	(9)	SOFR +	5.00%	10.39%	8/18/2028	19,561		19,084		19,618		0.72
Allied Universal Holdco, LLC	(9)	SOFR +	3.75%	9.21%	5/12/2028	8,829		8,643		8,807		0.33
Allied Universal Holdco, LLC	(9)	SOFR +	4.75%	10.07%	5/12/2028	24,938		24,239		24,994		0.92
Anticimex, Inc.	(9)	SOFR +	3.15%	8.46%	11/16/2028	4,916		4,751		4,920		0.18
Anticimex, Inc.	(4)(9)	SOFR +	4.50%	9.92%	11/16/2028	24,688		23,677		24,595		0.91
DG Investment Intermediate Holdings 2, Inc.	(10)	SOFR +	3.75%	9.22%	3/31/2028	3,513		3,512		3,489		0.13
EAB Global, Inc.	(9)	SOFR +	3.50%	8.97%	8/16/2028	4,905		4,835		4,905		0.18
First Advantage Holdings, LLC	(8)	SOFR +	2.75%	8.18%	1/31/2027	6,000		5,918		6,025		0.22
Foundational Education Group, Inc.	(4)(9)	SOFR +	4.25%	9.89%	8/31/2028	3,930		3,823		3,851		0.14
Garda World Security Corp.	(8)	SOFR +	4.25%	9.62%	2/1/2029	5,925		5,735		5,941		0.22
Garda World Security Corp.	(8)	SOFR +	4.25%	9.72%	10/30/2026	3,000		3,012		3,009		0.11
International SOS The Americas LP	(4)(9)	SOFR +	3.75%	9.40%	9/7/2028	1,960		1,965		1,967		0.07
Java Buyer, Inc.	(4)(10)	SOFR +	5.75%	11.23%	12/15/2027	12,604		12,448		12,572		0.46
JSS Holdings, Inc.	(4)(10)	SOFR +	6.00%	11.47%	12/17/2030	36,457		36,273		36,457		1.35
Knowledge Pro Buyer, Inc.	(4)(7)(10)	SOFR +	5.75%	11.21%	12/10/2027	20,847		20,555		20,847		0.77
KPSKY Acquisition, Inc.	(4)(10)(18)	SOFR +	5.35%	10.73%	10/19/2028	134,980		129,455		133,630		4.93
Polyphase Elevator Holding Co.	(4)(11)	SOFR +	5.50%	10.95%	6/23/2027	28,104		27,544		20,445		0.75
Recycle & Resource US, LLC	(9)	SOFR +	3.50%	9.11%	7/14/2028	2,940		2,950		2,770		0.10
Revspring, Inc.	(8)	SOFR +	4.00%	9.61%	10/11/2025	2,938		2,940		2,928		0.11
TRC Companies, Inc (fka Bolt Infrastructure Merger Sub, Inc)	(9)	SOFR +	3.75%	9.22%	12/8/2028	4,669		4,648		4,669		0.17
								346,007		346,439		12.77
Construction & Engineering
Brookfield WEC Holdings, Inc.	(9)	SOFR +	2.75%	8.18%	8/1/2025	9,818		9,612		9,855		0.36
Pike Electric Corp.	(8)	SOFR +	3.00%	8.43%	1/21/2028	6,000		5,853		6,028		0.22
Refficiency Holdings, LLC	(10)	SOFR +	3.50%	8.96%	12/16/2027	4,418		4,390		4,430		0.16
								19,855		20,313		0.74
Construction Materials
Quikrete Holdings, Inc.	(8)	SOFR +	2.75%	8.18%	3/19/2029	3,915		3,915		3,931		0.15
White Cap Buyer, LLC	(9)	SOFR +	3.75%	9.11%	10/19/2027	5,128		4,988		5,145		0.19
								8,903		9,076		0.34

167

BCRED Emerald JV LP Condensed Consolidated Schedule of Investments December 31, 2023 (in thousands) (Unaudited)
Investments (1)	Footnotes	Reference Rate and Spread (2)		Interest Rate (2)(15)	Maturity Date	Par Amount/Units (1)		Cost (3)		Fair Value		% of Net Assets
First Lien Debt (continued)
Containers & Packaging
Ascend Buyer, LLC	(4)(10)	SOFR +	6.40%	11.94%	9/29/2028	$	74,782	$	74,185	$	73,660	2.72	%
Berlin Packaging, LLC	(9)	SOFR +	3.75%	9.21%	3/11/2028	8,829		8,673		8,850		0.33
Charter NEX US, Inc.	(10)	SOFR +	3.75%	9.22%	12/1/2027	6,401		6,212		6,438		0.24
Graham Packaging Co, Inc.	(10)	SOFR +	3.00%	8.47%	8/4/2027	4,377		4,341		4,389		0.16
Novolex, Inc.	(9)	SOFR +	4.18%	9.63%	4/13/2029	5,895		5,705		5,928		0.22
ProAmpac PG Borrower, LLC	(10)	SOFR +	4.50%	9.89%	9/15/2028	2,947		2,947		2,957		0.11
Ring Container Technologies Group, LLC	(9)	SOFR +	3.50%	8.97%	8/12/2028	2,947		2,860		2,958		0.11
TricorBraun Holdings, Inc.	(9)	SOFR +	3.25%	8.72%	3/3/2028	7,225		7,002		7,194		0.27
Trident TPI Holdings, Inc.	(9)	SOFR +	4.00%	9.61%	9/15/2028	5,892		5,727		5,883		0.22
Trident TPI Holdings, Inc.	(9)	SOFR +	4.50%	9.89%	9/15/2028	2,982		2,904		2,990		0.11
								120,556		121,247		4.49
Distributors
BP Purchaser, LLC	(4)(10)	SOFR +	5.50%	11.14%	12/10/2028	50,260		49,431		48,249		1.78
Bution Holdco 2, Inc.	(4)(11)	SOFR +	6.25%	11.73%	10/17/2025	22,446		22,365		22,446		0.83
Dana Kepner Company, LLC	(4)(11)	SOFR +	6.00%	11.52%	12/29/2026	15,551		15,574		15,551		0.57
Genuine Cable Group, LLC	(4)(10)	SOFR +	5.50%	10.96%	11/2/2026	31,816		31,476		31,020		1.14
Marcone Yellowstone Buyer, Inc.	(4)(10)	SOFR +	6.25%	11.79%	6/23/2028	81,964		80,357		77,046		2.84
Tailwind Colony Holding Corporation	(4)(11)	SOFR +	6.50%	11.98%	11/13/2024	31,201		31,009		30,577		1.13
Unified Door & Hardware Group, LLC	(4)(11)	SOFR +	5.75%	11.20%	6/30/2025	39,199		39,144		38,415		1.42
								269,356		263,304		9.71
Diversified Consumer Services
Ascend Learning, LLC	(9)	SOFR +	3.50%	8.96%	12/11/2028	8,061		7,836		7,936		0.29
BPPH2 Ltd	(4)(8)	S +	6.62%	11.80%	2/21/2030	GBP	26,000	30,780		32,644		1.20
Cambium Learning Group, Inc.	(4)(7)(10)	SOFR +	5.50%	11.02%	7/20/2028	34,616		34,616		34,616		1.28
Colibri Group, LLC	(10)	SOFR +	5.00%	10.58%	3/12/2029	3,930		3,901		3,935		0.15
EM Bidco Limited	(9)	SOFR +	4.25%	9.70%	7/6/2029	4,950		4,935		4,919		0.18
Express Wash Concepts, LLC	(4)(7)(11)	SOFR +	6.00%	11.42%	4/30/2027	28,707		28,131		27,883		1.03
Pre-Paid Legal Services, Inc.	(9)	SOFR +	3.75%	9.22%	12/15/2028	7,860		7,717		7,818		0.29
University Support Services, LLC	(9)	SOFR +	3.25%	8.71%	2/10/2029	9,025		8,856		9,038		0.33
Weld North Education, LLC	(9)	SOFR +	3.75%	9.22%	12/21/2027	1,961		1,947		1,963		0.07
								128,719		130,752		4.82
Diversified Financial Services
Barbri Holdings, Inc.	(4)(10)	SOFR +	5.75%	11.21%	4/28/2028	62,199		61,732		61,266		2.26
Mitchell International, Inc.	(9)	SOFR +	3.75%	9.40%	10/15/2028	8,351		8,145		8,360		0.31
Polaris Newco, LLC	(9)	SOFR +	4.00%	9.47%	6/2/2028	6,877		6,642		6,794		0.25
Sedgwick Claims Management Services, Inc.	(8)	SOFR +	3.75%	9.11%	2/24/2028	4,417		4,380		4,436		0.16
								80,899		80,856		2.98
Diversified Telecommunication Services
Zacapa, LLC	(9)	SOFR +	4.00%	9.35%	3/22/2029	5,895		5,819		5,892		0.22
Zayo Group Holdings, Inc.	(9)	SOFR +	4.33%	9.64%	3/9/2027	2,104		2,068		1,814		0.07
								7,887		7,706		0.29

168

BCRED Emerald JV LP Condensed Consolidated Schedule of Investments December 31, 2023 (in thousands) (Unaudited)
Investments (1)	Footnotes	Reference Rate and Spread (2)		Interest Rate (2)(15)	Maturity Date	Par Amount/Units (1)		Cost (3)		Fair Value		% of Net Assets
First Lien Debt (continued)
Electric Utilities
Qualus Power Services Corp.	(4)(11)	SOFR +	4.75%	10.24%	3/26/2027	$	11,213	$	11,141	$	10,821	0.40	%
Electrical Equipment
Madison IAQ, LLC	(9)	SOFR +	3.25%	8.72%	6/21/2028	6,627		6,491		6,615		0.24
Electronic Equipment, Instruments & Components
Albireo Energy, LLC	(4)(11)	SOFR +	6.00%	11.49%	12/23/2026	819		814		741		0.03
Albireo Energy, LLC	(4)(11)	SOFR +	6.00%	11.52%	12/23/2026	3,194		3,165		2,890		0.11
Albireo Energy, LLC	(4)(11)	SOFR +	6.00%	11.46%	12/23/2026	10,641		10,544		9,630		0.36
Infinite Bidco, LLC	(9)	SOFR +	3.75%	9.39%	3/2/2028	2,940		2,950		2,874		0.11
								17,473		16,135		0.61
Energy Equipment & Services
Tetra Technologies, Inc.	(4)(11)	SOFR +	6.25%	11.71%	9/10/2025	22,793		22,793		22,793		0.84
Entertainment
CE Intermediate I, LLC	(9)	SOFR +	3.50%	9.02%	11/10/2028	4,912		4,909		4,876		0.18
Food Products
Froneri International PLC	(8)	SOFR +	2.25%	7.67%	1/29/2027	4,858		4,760		4,869		0.18
Ground Transportation
Quality Distribution LLC	(4)(11)	SOFR +	6.38%	11.83%	7/1/2028	80,307		79,515		80,307		2.96
Health Care Equipment & Supplies
Auris Luxembourg III Sarl	(8)	SOFR +	3.75%	9.62%	2/27/2026	7,848		7,637		7,768		0.29
CPI Buyer, LLC	(4)(7)(10)	SOFR +	5.50%	11.15%	11/1/2028	139,557		136,390		135,339		4.99
CSHC Buyerco, LLC	(4)(7)(11)	SOFR +	4.75%	10.17%	9/8/2026	10,687		10,575		10,524		0.39
Mozart Borrower LP	(9)	SOFR +	3.25%	8.68%	10/23/2028	8,843		8,671		8,897		0.33
Natus Medical Incorporated	(4)(9)	SOFR +	5.50%	11.00%	7/20/2029	3,683		3,490		3,425		0.13
Resonetics, LLC	(10)	SOFR +	4.00%	9.65%	4/28/2028	2,940		2,932		2,946		0.11
Sunshine Luxembourg VII S.à r.l, LLC	(10)	SOFR +	3.50%	8.95%	10/1/2026	9,811		9,607		9,875		0.36
								179,302		178,774		6.60
Health Care Providers & Services
ACI Group Holdings, Inc.	(4)(10)	SOFR +	5.50%	10.96%	8/2/2028	136,004		134,811		134,644		4.97
ADCS Clinics Intermediate Holdings, LLC	(4)(7)(11)	SOFR +	6.25%	11.53%	5/7/2027	1,714		1,693		1,698		0.06
ADCS Clinics Intermediate Holdings, LLC	(4)(11)	SOFR +	6.25%	11.79%	5/7/2027	32,668		32,347		32,668		1.21
ADMI Corp.	(9)	SOFR +	3.75%	9.22%	12/23/2027	4,989		4,879		4,756		0.18
Amerivet Partners Management, Inc.	(4)(10)	SOFR +	5.50%	11.04%	2/25/2028	83,273		81,488		83,273		3.07
Canadian Hospital Specialties Ltd.	(4)(11)	C +	4.50%	9.93%	4/14/2028	CAD	29,621	21,556		22,075		0.81
CCBlue Bidco, Inc.	(4)(10)	SOFR +	6.25%	11.70% (incl. 2.75% PIK)	12/21/2028	21,292		21,012		18,098		0.67
CHG Healthcare Services, Inc.	(9)	SOFR +	3.25%	8.68%	9/29/2028	591		572		593		0.02
DCA Investment Holdings, LLC	(4)(10)	SOFR +	6.41%	11.75%	4/3/2028	29,970		29,741		29,745		1.10
Electron Bidco, Inc.	(9)	SOFR +	3.00%	8.43%	11/1/2028	6,878		6,729		6,903		0.25
Epoch Acquisition, Inc.	(4)(11)	SOFR +	6.00%	11.55%	10/4/2026	28,815		28,815		28,671		1.06
Global Medical Response, Inc.	(11)	SOFR +	4.25%	9.93%	10/2/2025	4,904		4,846		3,866		0.14

169

BCRED Emerald JV LP Condensed Consolidated Schedule of Investments December 31, 2023 (in thousands) (Unaudited)
Investments (1)	Footnotes	Reference Rate and Spread (2)		Interest Rate (2)(15)	Maturity Date	Par Amount/Units (1)		Cost (3)		Fair Value		% of Net Assets
First Lien Debt (continued)
Health Care Providers & Services (continued)
ICS US Holdings, Inc.	(4)(9)	SOFR +	4.60%	9.90%	6/8/2028	$	35,000	$	33,144	$	33,163	1.22	%
Jayhawk Buyer, LLC	(4)(11)	SOFR +	5.00%	10.45%	10/15/2026	30,980		30,794		29,586		1.09
Midwest Physician Administrative Services, LLC	(10)	SOFR +	3.25%	8.86%	3/12/2028	2,940		2,943		2,675		0.10
Navigator Acquiror, Inc.	(4)(9)	SOFR +	5.50%	10.96%	7/16/2027	16,217		16,169		15,082		0.56
Navigator Acquiror, Inc.	(4)(7)(9)	SOFR +	5.50%	10.96%	7/16/2027	3,172		3,156		2,950		0.11
Onex TSG Intermediate Corp.	(10)	SOFR +	4.75%	10.39%	2/28/2028	1,960		1,970		1,939		0.07
Pathway Vet Alliance, LLC	(8)	SOFR +	3.75%	9.22%	3/31/2027	4,904		4,839		4,336		0.16
Pediatric Associates Holding Co., LLC	(9)	SOFR +	3.25%	8.72%	12/29/2028	3,932		3,920		3,814		0.14
Phoenix Guarantor, Inc.	(8)	SOFR +	3.25%	8.68%	3/5/2026	5,399		5,263		5,403		0.20
Phoenix Guarantor, Inc.	(8)	SOFR +	3.50%	8.97%	3/5/2026	2,795		2,798		2,798		0.10
PSKW Intermediate, LLC	(4)(11)	SOFR +	6.25%	11.71%	3/9/2026	36,376		36,376		36,376		1.34
Radnet, Inc.	(10)	SOFR +	3.00%	8.36%	4/21/2028	4,058		4,059		4,076		0.15
Smile Doctors, LLC	(4)(7)(10)	SOFR +	5.75%	11.24%	12/23/2028	136,794		134,601		133,939		4.94
Smile Doctors, LLC	(4)(10)	SOFR +	5.75%	11.18%	12/23/2028	6,551		6,435		6,387		0.24
Stepping Stones Healthcare Services, LLC	(4)(7)(10)	SOFR +	5.75%	11.20%	1/2/2029	15,264		15,016		14,659		0.54
U.S. Anesthesia Partners, Inc.	(9)	SOFR +	4.25%	9.71%	10/1/2028	869		872		797		0.03
US Oral Surgery Management Holdco, LLC	(4)(10)	SOFR +	6.00%	11.47%	11/18/2027	20,100		19,899		19,648		0.73
US Oral Surgery Management Holdco, LLC	(4)(7)(11)	SOFR +	6.00%	11.45%	11/18/2027	7,977		7,865		7,754		0.29
WHCG Purchaser III, Inc.	(4)(10)	SOFR +	5.75%	11.36%	6/22/2028	6,284		6,197		3,833		0.14
WHCG Purchaser III, Inc.	(4)(7)(10)	SOFR +	5.75%	11.36%	6/22/2026	739		731		450		0.02
								705,536		696,655		25.71

170

BCRED Emerald JV LP Condensed Consolidated Schedule of Investments December 31, 2023 (in thousands) (Unaudited)
Investments (1)	Footnotes	Reference Rate and Spread (2)		Interest Rate (2)(15)	Maturity Date	Par Amount/Units (1)		Cost (3)		Fair Value		% of Net Assets
First Lien Debt (continued)
Health Care Technology
GHX Ultimate Parent Corp	(9)	SOFR +	4.75%	10.12%	6/30/2027	$	4,496	$	4,401	$	4,514	0.17	%
GI Ranger Intermediate, LLC	(4)(10)	SOFR +	5.75%	11.25%	10/29/2028	44,363		43,802		44,363		1.64
Netsmart Technologies, Inc.	(10)	SOFR +	3.75%	9.22%	10/1/2027	3,892		3,864		3,904		0.14
Project Ruby Ultimate Parent Corp.	(4)(10)	SOFR +	5.75%	11.18%	3/10/2028	49,375		48,225		49,252		1.82
Waystar Technologies, Inc.	(8)	SOFR +	4.00%	9.47%	10/22/2026	6,878		6,741		6,912		0.26
								107,033		108,945		4.03
Hotels, Restaurants & Leisure
Alterra Mountain Company	(9)	SOFR +	3.50%	8.97%	8/17/2028	6,877		6,709		6,896		0.25
Fertitta Entertainment, LLC	(9)	SOFR +	4.00%	9.36%	1/27/2029	6,878		6,640		6,889		0.25
GVC Finance LLC	(9)	SOFR +	3.50%	8.99%	10/31/2029	906		896		908		0.03
GVC Holdings Gibraltar, Ltd.	(9)	SOFR +	2.50%	7.99%	3/29/2027	2,947		2,902		2,959		0.11
IRB Holding Corp.	(10)	SOFR +	3.00%	8.46%	12/15/2027	7,298		7,153		7,319		0.27
Scientific Games Holdings LP	(9)	SOFR +	3.25%	8.66%	4/4/2029	1,975		1,893		1,978		0.07
Tacala Investment Corp.	(10)	SOFR +	4.00%	9.47%	2/5/2027	7,859		7,743		7,901		0.29
Twin River Worldwide Holdings, Inc.	(9)	SOFR +	3.25%	8.93%	10/2/2028	3,326		3,255		3,161		0.12
Whatabrands, LLC	(9)	SOFR +	3.00%	8.47%	8/3/2028	8,686		8,454		8,712		0.32
								45,645		46,723		1.71
Household Durables
AI Aqua Merger Sub, Inc.	(9)	SOFR +	3.75%	9.09%	7/31/2028	8,889		8,641		8,907		0.33
Industrial Conglomerates
Engineered Machinery Holdings, Inc.	(10)	SOFR +	3.50%	9.11%	5/19/2028	3,930		3,816		3,913		0.14
FCG Acquisitions, Inc.	(9)	SOFR +	3.75%	9.22%	3/31/2028	8,834		8,648		8,852		0.33
SPX Flow, Inc.	(9)	SOFR +	4.50%	9.96%	4/5/2029	1,743		1,688		1,751		0.06
Vertical US Newco, Inc.	(9)	SOFR +	3.50%	9.38%	7/30/2027	4,020		3,995		4,034		0.15
Victory Buyer, LLC	(9)	SOFR +	3.75%	9.39%	11/19/2028	9,846		9,379		9,379		0.35
								27,526		27,929		1.03
Insurance
Alera Group, Inc.	(4)(10)	SOFR +	6.00%	11.46%	10/2/2028	46,359		45,620		46,359		1.71
Alliant Holdings Intermediate, LLC	(9)	SOFR +	3.50%	8.86%	11/6/2030	2,415		2,415		2,429		0.09
AssuredPartners, Inc.	(9)	SOFR +	3.50%	8.82%	2/12/2027	6,135		6,056		6,157		0.23
Baldwin Risk Partners, LLC	(9)	SOFR +	3.50%	8.97%	10/14/2027	6,867		6,796		6,878		0.25
BroadStreet Partners, Inc.	(8)	SOFR +	3.00%	8.43%	1/27/2027	7,850		7,680		7,870		0.29
Foundation Risk Partners Corp.	(4)(10)	SOFR +	6.00%	11.45%	10/29/2028	76,026		75,418		76,026		2.81
Galway Borrower, LLC	(4)(10)	SOFR +	5.25%	10.70%	9/29/2028	44,347		43,463		43,682		1.61
High Street Buyer, Inc.	(4)(10)	SOFR +	5.75%	11.25%	4/14/2028	6,715		6,676		6,715		0.25
Howden Group Holdings Limited	(10)	SOFR +	3.25%	8.75%	11/12/2027	4,417		4,418		4,432		0.16
NFP Corp.	(8)	SOFR +	3.25%	8.72%	2/15/2027	9,171		8,970		9,229		0.34
PGIS Intermediate Holdings, LLC	(4)(10)	SOFR +	5.50%	10.93%	10/16/2028	63,005		61,370		62,060		2.29
SG Acquisition, Inc.	(4)(9)	SOFR +	5.50%	10.98%	1/27/2027	77,653		77,606		76,683		2.83
USI, Inc.	(9)	SOFR +	3.00%	8.35%	11/22/2029	6,805		6,749		6,827		0.25
								353,237		355,347		13.11

171

BCRED Emerald JV LP Condensed Consolidated Schedule of Investments December 31, 2023 (in thousands) (Unaudited)
Investments (1)	Footnotes	Reference Rate and Spread (2)		Interest Rate (2)(15)	Maturity Date	Par Amount/Units (1)		Cost (3)		Fair Value		% of Net Assets
First Lien Debt (continued)
Interactive Media & Services
Ancestry.com Operations, Inc	(9)	SOFR +	3.25%	8.71%	12/6/2027	$	2,939	$	2,942	$	2,883	0.11	%
MH Sub I, LLC	(8)	SOFR +	3.75%	9.18%	9/13/2024	1,425		1,409		1,429		0.05
MH Sub I, LLC	(11)	SOFR +	3.75%	9.22%	9/13/2024	853		855		856		0.03
Project Boost Purchaser, LLC	(8)	SOFR +	3.50%	8.93%	6/1/2026	6,872		6,759		6,886		0.25
William Morris Endeavor Entertainment, LLC	(8)	SOFR +	2.75%	8.18%	5/18/2025	1,926		1,899		1,934		0.07
								13,864		13,988		0.51
Internet & Direct Marketing Retail
Donuts, Inc.	(4)(11)	SOFR +	6.00%	11.59%	12/29/2027	9,588		9,515		9,588		0.35
Donuts, Inc.	(4)(11)	SOFR +	6.00%	11.59%	12/29/2026	32,434		32,309		32,434		1.20
Prodege International Holdings, LLC	(4)(10)	SOFR +	5.75%	11.28%	12/15/2027	20,945		20,696		19,584		0.72
								62,520		61,606		2.27
IT Services
AI Altius Bidco, Inc.	(4)(10)	SOFR +	5.18%	10.43%	12/21/2028	30,024		29,543		30,024		1.11
Dcert Buyer, Inc.	(8)	SOFR +	4.00%	9.36%	10/16/2026	10,060		9,820		9,992		0.37
Endurance International Group Holdings, Inc.	(10)	SOFR +	3.50%	9.42%	2/10/2028	4,413		4,338		4,335		0.16
Park Place Technologies, LLC	(11)	SOFR +	5.00%	10.46%	11/10/2027	26,280		25,528		26,223		0.97
Razor Holdco, LLC	(4)(10)	SOFR +	5.75%	11.23%	10/25/2027	25,480		25,143		25,289		0.93
Turing Midco, LLC	(9)	SOFR +	2.50%	7.93%	3/24/2028	2,035		2,011		2,042		0.08
Virtusa Corp.	(10)	SOFR +	3.75%	9.21%	2/15/2029	3,930		3,901		3,941		0.15
Virtusa Corp.	(10)	SOFR +	3.75%	9.22%	2/11/2028	1,970		1,925		1,977		0.07
								102,209		103,823		3.84
Leisure Products
Motion Finco, LLC	(8)	SOFR +	3.25%	8.86%	11/12/2026	5,855		5,674		5,868		0.22
Life Sciences Tools & Services
Cambrex Corp.	(10)	SOFR +	3.50%	8.96%	12/4/2026	5,942		5,889		5,837		0.22
Curia Global, Inc.	(10)	SOFR +	3.75%	9.23%	8/30/2026	5,212		5,105		4,706		0.17
								10,994		10,543		0.39
Machinery
Pro Mach Group, Inc.	(11)	SOFR +	4.00%	9.47%	8/31/2028	5,934		5,838		5,958		0.22
Media
Clear Channel Outdoor Holdings, Inc.	(8)	SOFR +	3.50%	9.14%	8/21/2026	1,969		1,950		1,952		0.07
iHeartCommunications, Inc.	(8)	SOFR +	3.00%	8.43%	5/1/2026	5,000		4,855		4,335		0.16
Radiate Holdco, LLC	(10)	SOFR +	3.25%	8.72%	9/25/2026	3,920		3,924		3,157		0.12
Univision Communications, Inc.	(10)	SOFR +	3.25%	8.72%	3/15/2026	3,920		3,918		3,932		0.15
UPC Financing Partnership	(8)	SOFR +	3.00%	8.48%	1/31/2029	5,500		5,421		5,490		0.20
Virgin Media Bristol, LLC	(8)	SOFR +	3.25%	8.70%	1/31/2029	3,500		3,467		3,500		0.13
								23,535		22,366		0.83
Metals & Mining
SCIH Salt Holdings, Inc.	(10)	SOFR +	4.00%	9.47%	3/16/2027	3,902		3,872		3,914		0.14
Oil, Gas & Consumable Fuels
CQP Holdco, LP	(9)	SOFR +	3.50%	8.99%	12/31/2030	7,132		7,115		7,157		0.26
Eagle Midstream Canada Finance, Inc.	(4)(10)	SOFR +	6.25%	11.63%	8/15/2028	22,595		22,334		22,595		0.83
Freeport LNG Investments, LLLP	(9)	SOFR +	3.50%	9.18%	12/21/2028	4,882		4,853		4,886		0.18
KKR Alberta Midstrean Fince, Inc.	(4)(10)	SOFR +	6.25%	11.63%	8/15/2028	12,293		12,151		12,293		0.45
								46,453		46,931		1.72

172

BCRED Emerald JV LP Condensed Consolidated Schedule of Investments December 31, 2023 (in thousands) (Unaudited)
Investments (1)	Footnotes	Reference Rate and Spread (2)		Interest Rate (2)(15)	Maturity Date	Par Amount/Units (1)		Cost (3)		Fair Value		% of Net Assets
First Lien Debt (continued)
Paper & Forest Products
Profile Products, LLC	(4)(10)	SOFR +	5.50%	10.95%	11/12/2027	$	75,304	$	74,122	$	72,856	2.69	%
Pharmaceuticals
ANI Pharmaceuticals, Inc.	(4)(10)	SOFR +	6.00%	11.43%	11/19/2027	51,014		49,258		51,205		1.89
Jazz Pharmaceuticals, Inc.	(9)	SOFR +	3.50%	8.93%	5/5/2028	3,531		3,532		3,553		0.13
								52,790		54,758		2.02
Professional Services
Aqgen Island Holdings, Inc.	(9)	SOFR +	3.50%	8.97%	8/2/2028	7,643		7,420		7,638		0.28
Armor Holdco, Inc.	(9)	SOFR +	4.50%	9.93%	12/11/2028	4,163		4,099		4,183		0.15
Camelot US Acquisition, LLC	(11)	SOFR +	3.00%	8.43%	10/30/2026	3,122		3,077		3,131		0.12
Cast & Crew Payroll, LLC	(9)	SOFR +	3.75%	9.11%	12/29/2028	4,900		4,898		4,896		0.18
CFGI Holdings, LLC	(4)(10)	SOFR +	5.00%	10.46%	11/2/2027	111,185		111,185		111,185		4.10
Corporation Service Company	(9)	SOFR +	3.25%	8.67%	11/2/2029	2,168		2,114		2,177		0.08
Deerfield Dakota Holding, LLC	(11)	SOFR +	3.75%	9.10%	4/9/2027	9,814		9,665		9,741		0.36
EP Purchaser, LLC	(9)	SOFR +	3.50%	9.11%	11/6/2028	3,439		3,433		3,416		0.13
Galaxy US Opco, Inc.	(9)	SOFR +	4.75%	10.13%	4/29/2029	4,950		4,856		4,109		0.15
IG Investments Holdings, LLC	(4)(10)	SOFR +	6.00%	11.48%	9/22/2028	134,980		134,442		134,305		4.96
Kwor Acquisition, Inc.	(4)(10)	SOFR +	5.25%	10.71%	12/22/2028	91,444		88,869		90,073		3.32
Saphilux Sarl	(4)(8)	S +	5.50%	10.69%	7/18/2028	GBP	20,000	25,408		25,493		0.94
Sherlock Buyer Corp.	(4)(10)	SOFR +	5.75%	11.20%	12/8/2028	27,525		27,212		26,974		1.00
The Dun & Bradstreet Corporation	(8)	SOFR +	2.75%	8.17%	2/6/2026	7,929		7,929		7,955		0.29
Trans Union, LLC	(9)	SOFR +	2.25%	7.68%	12/1/2028	1,827		1,833		1,835		0.07
Trinity Air Consultants Holdings Corp.	(4)(10)	SOFR +	5.75%	11.29%	6/29/2027	118,000		117,123		118,000		4.35
West Monroe Partners, LLC	(4)(10)	SOFR +	5.25%	10.72%	11/8/2028	29,045		28,630		28,319		1.05
West Monroe Partners, LLC	(4)(7)(10)	SOFR +	5.25%	10.72%	11/8/2027	569		569		554		0.02
								582,762		583,984		21.55
Real Estate Management & Development
Progress Residential PM Holdings, LLC	(4)(7)(10)	SOFR +	5.50%	10.96%	2/16/2028	18,138		18,261		18,138		0.67
Software
Boxer Parent Company, Inc.	(8)	SOFR +	4.25%	9.61%	12/29/2028	7,641		7,565		7,707		0.28
Cloudera, Inc.	(9)	SOFR +	3.75%	9.21%	10/8/2028	8,119		7,883		8,063		0.30
Community Brands ParentCo, LLC	(4)(10)	SOFR +	5.50%	10.96%	2/24/2028	75,175		74,009		74,987		2.77
Confine Visual Bidco	(4)(7)(10)	SOFR +	6.50%	11.81% (incl. 3.00% PIK)	2/23/2029	32,336		31,578		27,880		1.03
ConnectWise, LLC	(9)	SOFR +	3.50%	9.11%	9/29/2028	4,410		4,416		4,410		0.16
Delta Topco, Inc.	(10)	SOFR +	3.75%	9.12%	12/1/2027	3,929		3,906		3,932		0.15
ECI Macola Max Holding, LLC	(10)	SOFR +	3.75%	9.36%	11/9/2027	6,876		6,696		6,887		0.25
Epicor Software Corp.	(10)	SOFR +	3.25%	8.72%	7/30/2027	9,810		9,612		9,856		0.36
Flexera Software, LLC	(10)	SOFR +	3.75%	9.22%	3/3/2028	5,509		5,416		5,512		0.20
GI Consilio Parent, LLC	(9)	SOFR +	4.00%	9.47%	5/12/2028	7,081		6,964		7,067		0.26
GI Consilio Parent, LLC	(9)	SOFR +	4.50%	9.97%	5/12/2028	10,000		9,275		9,965		0.37
GovernmentJobs.com, Inc.	(4)(7)(10)	SOFR +	5.50%	10.96%	12/1/2028	24,147		23,793		24,095		0.89
GraphPAD Software, LLC	(4)(11)	SOFR +	5.50%	11.22%	4/27/2027	15,400		15,287		15,400		0.57

173

BCRED Emerald JV LP Condensed Consolidated Schedule of Investments December 31, 2023 (in thousands) (Unaudited)
Investments (1)	Footnotes	Reference Rate and Spread (2)		Interest Rate (2)(15)	Maturity Date	Par Amount/Units (1)		Cost (3)		Fair Value		% of Net Assets
First Lien Debt (continued)
Software (continued)
Greeneden U.S. Holdings II, LLC	(10)	SOFR +	4.00%	9.47%	12/1/2027	$	4,409	$	4,410	$	4,432	0.16	%
HS Purchaser, LLC	(10)	SOFR +	4.00%	9.48%	11/19/2026	3,921		3,900		3,726		0.14
Idera, Inc.	(10)	SOFR +	3.75%	9.28%	3/2/2028	2,940		2,947		2,930		0.11
Informatica, LLC	(8)	SOFR +	2.75%	8.18%	10/27/2028	1,572		1,557		1,577		0.06
ION Trading Finance Ltd.	(8)	SOFR +	4.75%	10.20%	4/3/2028	7,724		7,455		7,742		0.29
LD Lower Holdings, Inc.	(4)(11)	SOFR +	6.50%	11.95%	2/8/2026	14,831		14,754		14,682		0.54
Medallia, Inc.	(4)(10)	SOFR +	6.00%	11.45% (incl. 4.00% PIK)	10/29/2028	48,544		47,926		47,573		1.76
Mitnick Purchaser, Inc.	(9)	SOFR +	4.50%	9.98%	5/2/2029	4,937		4,919		4,686		0.17
Mitratech Holdings, Inc.	(4)(10)	SOFR +	5.00%	10.47%	5/18/2028	27,294		26,248		26,816		0.99
Mitratech Holdings, Inc.	(10)	SOFR +	4.25%	9.88%	5/18/2028	14,925		14,284		14,794		0.55
Monk Holding Co.	(4)(10)(18)	SOFR +	5.70%	10.96%	12/1/2027	108,645		106,844		108,645		4.01
Monk Holding Co.	(4)(7)(10)	SOFR +	5.50%	10.96%	12/1/2027	677		639		628		0.02
MRI Software, LLC	(11)	SOFR +	5.50%	10.95%	2/10/2027	10,073		9,880		9,884		0.36
Nintex Topco Limited	(4)(10)	SOFR +	6.00%	11.50%	11/13/2028	32,506		32,014		31,205		1.15
NortonLifeLock, Inc.	(9)	SOFR +	2.00%	7.46%	9/12/2029	3,310		3,296		3,318		0.12
Perforce Software, Inc.	(8)	SOFR +	3.75%	9.21%	7/1/2026	1,329		1,326		1,319		0.05
Proofpoint, Inc.	(9)	SOFR +	3.25%	8.72%	8/31/2028	8,805		8,503		8,820		0.33
Quartz Acquireco LLC	(4)(9)	SOFR +	3.50%	8.82%	6/28/2030	6,749		6,687		6,779		0.25
Quest Software US Holdings, Inc.	(9)	SOFR +	4.25%	9.78%	2/1/2029	3,950		3,921		3,037		0.11
RealPage, Inc.	(9)	SOFR +	3.00%	8.47%	4/24/2028	7,852		7,677		7,808		0.29
Relativity ODA, LLC	(4)(7)(11)	SOFR +	6.50%	11.96%	5/12/2027	54,525		53,956		53,699		1.98
S2P Acquisition Borrower, Inc.	(8)	SOFR +	4.00%	9.46%	8/14/2026	4,908		4,874		4,924		0.18
SolarWinds Holdings Inc.	(8)	SOFR +	3.75%	9.11%	2/5/2027	2,908		2,908		2,919		0.11
Sophia, LP	(9)	SOFR +	3.50%	8.96%	10/7/2027	9,824		9,540		9,857		0.36
Sovos Compliance, LLC	(9)	SOFR +	4.50%	9.97%	8/11/2028	3,925		3,924		3,886		0.14
SS&C Technologies, Inc.	(9)	SOFR +	2.25%	7.67%	3/22/2029	4,019		3,943		4,031		0.15
Stamps.com, Inc.	(4)(10)	SOFR +	5.75%	11.23%	10/5/2028	58,950		58,094		57,476		2.12
Surf Holdings, LLC	(8)	SOFR +	3.50%	8.97%	3/5/2027	4,904		4,852		4,920		0.18
Symphony Technology Group	(9)	SOFR +	3.75%	9.19%	3/1/2029	5,910		5,827		5,901		0.22
Symphony Technology Group	(10)	SOFR +	5.00%	10.64%	7/27/2028	1,965		1,968		1,406		0.05
The Ultimate Software Group, Inc.	(9)	SOFR +	3.25%	8.76%	5/4/2026	9,082		8,912		9,118		0.34
Triple Lift, Inc.	(4)(10)	SOFR +	5.75%	11.27%	5/5/2028	59,390		58,943		57,312		2.12
Triple Lift, Inc.	(4)(7)(10)	SOFR +	5.75%	11.31%	5/5/2028	821		792		746		0.03
Vision Solutions, Inc.	(10)	SOFR +	4.00%	9.64%	4/24/2028	5,952		5,907		5,916		0.22
VS Buyer, LLC	(8)	SOFR +	3.25%	8.71%	2/28/2027	3,026		2,995		3,037		0.11
								743,022		741,310		27.36

174

BCRED Emerald JV LP Condensed Consolidated Schedule of Investments December 31, 2023 (in thousands) (Unaudited)
Investments (1)	Footnotes	Reference Rate and Spread (2)		Interest Rate (2)(15)	Maturity Date	Par Amount/Units (1)		Cost (3)		Fair Value		% of Net Assets
First Lien Debt (continued)
Specialty Retail
CustomInk, LLC	(4)(11)(18)	SOFR +	6.18%	11.49%	5/3/2026	$	36,866	$	36,616	$	36,866	1.36	%
EG America, LLC	(8)	SOFR +	5.50%	11.24%	2/7/2028	2,892		2,808		2,849		0.11
								39,424		39,715		1.47
Technology Hardware, Storage & Peripherals
Lytx, Inc.	(4)(11)	SOFR +	6.75%	12.21%	2/28/2028	29,247		29,147		29,247		1.08
Trading Companies & Distributors
Core and Main, LP	(8)	SOFR +	2.50%	7.69%	7/27/2028	3,940		3,873		3,947		0.15
Foundation Building Materials, Inc.	(9)	SOFR +	3.25%	8.89%	1/31/2028	6,869		6,679		6,859		0.25
Icebox Holdco III, Inc.	(9)	SOFR +	3.50%	9.11%	12/22/2028	5,890		5,849		5,859		0.22
LBM Acquisition, LLC	(10)	SOFR +	3.75%	9.21%	12/17/2027	3,930		3,928		3,892		0.14
Park River Holdings, Inc.	(10)	SOFR +	3.25%	8.91%	12/28/2027	3,369		3,327		3,296		0.12
Porcelain Acquisition Corp.	(4)(11)	SOFR +	6.00%	11.49%	4/1/2027	8,688		8,543		8,322		0.31
Specialty Building Products Holdings, LLC	(9)	SOFR +	3.75%	9.21%	10/15/2028	1,965		1,974		1,965		0.07
SRS Distribution, Inc.	(9)	SOFR +	3.50%	8.96%	6/2/2028	1,965		1,946		1,968		0.07
SRS Distribution, Inc.	(9)	SOFR +	3.50%	8.97%	6/2/2028	7,864		7,709		7,887		0.29
								43,828		43,995		1.62
Transportation Infrastructure
Frontline Road Safety, LLC	(4)(10)	SOFR +	5.75%	11.55%	5/3/2027	12		12		12		0.00
Roadsafe Holdings, Inc.	(4)(11)	SOFR +	5.75%	11.22%	10/19/2027	11,826		11,748		11,383		0.42
Roadsafe Holdings, Inc.	(4)(11)	SOFR +	5.75%	11.26%	10/19/2027	6,806		6,739		6,551		0.24
								18,499		17,946		0.66
Wireless Telecommunication Services
CCI Buyer, Inc.	(10)	SOFR +	4.00%	9.35%	12/17/2027	6,676		6,551		6,667		0.25
Total First Lien Debt								4,924,428		4,915,829		181.42

175

BCRED Emerald JV LP Condensed Consolidated Schedule of Investments December 31, 2023 (in thousands) (Unaudited)
Investments (1)	Footnotes	Reference Rate and Spread (2)		Interest Rate (2)(15)	Maturity Date	Par Amount/Units (1)		Cost (3)		Fair Value		% of Net Assets
Second Lien Debt
Capital Markets
Apex Group Treasury, LLC	(4)(9)	SOFR +	6.75%	12.36%	7/27/2029	$	11,469	$	11,515	$	11,357	0.42	%
Apex Group Treasury, LLC	(4)(9)	SOFR +	6.75%	12.39%	7/27/2029	26,378		26,486		26,117		0.96
								38,001		37,474		1.38
Diversified Consumer Services
Ascend Learning, LLC	(9)	SOFR +	5.75%	11.17%	12/10/2029	5,301		4,810		4,598		0.17
Health Care Providers & Services
Canadian Hospital Specialties Ltd.	(4)(8)		8.75%	8.75%	4/15/2029	CAD	12,000	8,221		8,060		0.30
Jayhawk Buyer, LLC	(4)(11)	SOFR +	8.75%	14.23%	10/15/2027	24,712		24,568		23,600		0.87
								32,789		31,660		1.17
Industrial Conglomerates
Victory Buyer, LLC	(4)(9)	SOFR +	7.00%	12.64%	11/1/2029	66,704		65,632		62,201		2.30
Life Sciences Tools & Services
Curia Global, Inc.	(4)(10)	SOFR +	6.50%	12.14%	8/31/2029	37,847		37,151		31,602		1.17
Phoenix Newco, Inc.	(4)(9)	SOFR +	6.50%	11.97%	11/15/2029	37,847		37,146		37,847		1.40
								74,297		69,449		2.57
Software
Proofpoint, Inc.	(9)	SOFR +	6.25%	11.72%	8/31/2029	37,847		37,053		38,320		1.41
Vision Solutions, Inc.	(10)	SOFR +	7.25%	12.89%	4/23/2029	29,995		26,505		27,626		1.02
								63,558		65,946		2.43
Total Second Lien Debt								279,087		271,328		10.02
Bonds
Software
Tangerine Bidco SPA	(4)(8)	E +	6.50%	10.43%	12/30/2029	EUR	66,000	68,176		72,679		2.68
TeamSystem SpA	(4)(8)	E +	6.25%	10.22%	2/15/2028	EUR	35,000	33,560		38,638		1.43
								101,736		111,317		4.11
Total Bonds								101,736		111,317		4.11
Equity
Aerospace & Defense
Loar Acquisition 13, LLC - Common Units	(4)					2,547,048		4,305		8,278		0.31
Air Freight & Logistics
AGI Group Holdings LP - A2 Units	(4)					194		208		109		0.00
Mode Holdings, L.P. - Class A-2 Common Units	(4)					1,230,769		2,215		2,203		0.08
								2,423		2,312		0.08
Capital Markets
Resolute Investment Managers, Inc.	(4)					11,751		294		294		0.01
Chemicals
Pigments LP Int	(4)					1,212		—		—		0.00
Distributors
Box Co-Invest Blocker, LLC - Series A Units	(4)					780,000		780		398		0.01
Box Co-Invest Blocker, LLC - Series C Units	(4)					94,753		92		102		0.00
GSO DL Co-Invest EIS LP (EIS Acquisition Holdings, LP - Class A Common Units)	(4)					301,167		1,236		2,837		0.10
								2,108		3,337		0.11

176

BCRED Emerald JV LP Condensed Consolidated Schedule of Investments December 31, 2023 (in thousands) (Unaudited)
Investments (1)	Footnotes	Reference Rate and Spread (2)	Interest Rate (2)(15)	Maturity Date	Par Amount/Units (1)	Cost (3)		Fair Value		% of Net Assets
Equity (continued)
Diversified Consumer Services
Cambium Holdings, LLC - Senior Preferred Interests	(4)		11.50%		974,662	$	1,133	$	1,245	0.05	%
Health Care Providers & Services
Jayhawk Holdings, LP - A-1 Common Units	(4)				797	210		62		0.00
Jayhawk Holdings, LP - A-2 Common Units	(4)				429	113		34		0.00
						323		96		0.00
Software
Descartes Holdings, Inc	(4)				168,057	728		348		0.01
Lobos Parent, Inc. - Series A Preferred Shares	(4)		10.50%		5,773	5,700		6,798		0.25
						6,428		7,146		0.26
Specialty Retail
GSO DL CoInvest CI LP (CustomInk, LLC - Series A Preferred Units)	(4)				3,000,000	3,542		3,963		0.15
Transportation Infrastructure
Frontline Road Safety Investments, LLC - Class A Common Units	(4)				3,936	376		540		0.02
Total Equity						20,932		27,211		0.99
Total Investment Portfolio						5,326,183		5,325,685		196.54
Cash and Cash Equivalents
State Street Institutional U.S. Government Money Market Fund						603		603		0.02
Other Cash and Cash Equivalents						128,611		128,611		4.75
Total Portfolio Investments, Cash and Cash Equivalents						$	5,455,397	$	5,454,899	201.31	%

(1)Unless otherwise indicated, all debt and equity investments held by the Company (which such term “Company” shall include the Company’s consolidated subsidiaries for purposes of this Consolidated Schedule of Investments) are denominated in dollars. As of December 31, 2023, the Company had investments denominated in Canadian Dollars (CAD), Euros (EUR), British Pounds (GBP), Swiss Francs (CHF), Danish Krone (DKK), Swedish Krona (SEK), Norwegian Krone (NOK), and New Zealand Dollars (NZD). All debt investments are income producing unless otherwise indicated. All equity investments are non-income producing unless otherwise noted. Certain portfolio company investments are subject to contractual restrictions on sales. The total par amount (in thousands) is presented for debt investments, while the number of shares or units (in whole amounts) owned is presented for equity investments. Each of the Company’s investments is pledged as collateral, under one or more of its credit facilities unless otherwise indicated.

(2)Variable rate loans to the portfolio companies bear interest at a rate that is determined by reference to either Canadian Dollar Offered Rate (“CDOR” or “C”), Sterling Overnight Interbank Average Rate (“SONIA” or “S”), Euro Interbank Offer Rate (“Euribor” or “E”), Secured Overnight Financing Rate (“SOFR”), Stockholm Interbank Offered Rate (“STIBOR” or “ST”), Copenhagen Interbank Offered Rate (“CIBOR” or “CI”), Norwegian Interbank Offered Rate (“NIBOR” or “N”), Swiss Average Rate Overnight (“SARON” or “SA”), New Zealand Bank Bill Reference Rate (“BKBM” or “B”), or an alternate base rate (commonly based on the Federal Funds Rate (“F”) or the U.S. Prime Rate (“P”)), which generally resets periodically. For each loan, the Company has indicated the reference rate used and provided the spread and the interest rate in effect as of December 31, 2023. Variable rate loans typically include an interest reference rate floor feature.

(3)The cost represents the original cost adjusted for the amortization of discounts and premiums, as applicable, on debt investments using the effective interest method in accordance with accounting principles generally accepted in the United States of America (“GAAP”).

(4)These investments were valued using unobservable inputs and are considered Level 3 investments. Fair value was determined in good faith by or under the direction of the Board of Trustees (the “Board”) (see Note 2 and Note 5), pursuant to the Company’s valuation policy.

(5)These debt investments are not pledged as collateral under any of the Company's credit facilities. For other debt investments that are pledged to the Company's credit facilities, a single investment may be divided into parts that are individually pledged as collateral to separate credit facilities. Any other debt investments listed above are pledged to financing facilities or CLOs and are not available to satisfy the creditors of the Company.

(6)Reserved

(7)Position or portion thereof is an unfunded commitment, and no interest is being earned on the unfunded portion, although the investment may be subject to unused commitment fees. Negative cost and fair value results from unamortized fees, which are capitalized to the investment cost. The unfunded commitment may be subject to a commitment termination date that may expire prior to the maturity date stated. See below for more information on the Company’s unfunded commitments (all commitments are first lien, unless otherwise noted):

177

BCRED Emerald JV LP Condensed Consolidated Schedule of Investments December 31, 2023 (in thousands) (Unaudited)
Investments	Commitment Type	Commitment Expiration Date	Unfunded Commitment		Fair Value
ADCS Clinics Intermediate Holdings, LLC	Revolver	5/7/2027	$	781	$	(16)
Cambium Learning Group, Inc.	Revolver	7/20/2028	3,249		—
Confine Visual Bidco	Delayed Draw Term Loan	3/11/2024	6,094		—
CPI Buyer, LLC	Revolver	11/1/2026	2,974		(59)
CSHC Buyerco, LLC	Delayed Draw Term Loan	9/8/2026	195		—
Express Wash Concepts, LLC	Delayed Draw Term Loan	4/2/2025	35,000		(394)
GovernmentJobs.com, Inc.	Revolver	11/30/2027	2,566		(51)
Knowledge Pro Buyer, Inc.	Revolver	12/10/2027	1,473		—
Latham Pool Products, Inc.	Revolver	2/18/2029	11,250		(770)
Monk Holding Co.	Delayed Draw Term Loan	12/1/2024	3,655		—
Navigator Acquiror, Inc.	Delayed Draw Term Loan	1/16/2025	1,847		—
Progress Residential PM Holdings, LLC	Delayed Draw Term Loan	7/25/2029	3,721		—
Relativity ODA, LLC	Revolver	5/12/2027	538		(8)
Smile Doctors, LLC	Revolver	12/23/2027	4,737		(118)
Stepping Stones Healthcare Services, LLC	Delayed Draw Term Loan	1/2/2024	800		—
Stepping Stones Healthcare Services, LLC	Revolver	12/30/2026	1,811		(62)
Triple Lift, Inc.	Revolver	5/6/2028	1,321		—
US Oral Surgery Management Holdco, LLC	Revolver	11/18/2027	1,915		(43)
West Monroe Partners, LLC	Revolver	11/9/2027	2,274		—
WHCG Purchaser III, Inc.	Revolver	6/22/2026	2		—
Total unfunded commitments			$	86,203	$	(1,521)

(8)There are no interest rate floors on these investments.

(9)The interest rate floor on these investments as of December 31, 2023 was 0.50%.

(10)The interest rate floor on these investments as of December 31, 2023 was 0.75%.

(11)The interest rate floor on these investments as of December 31, 2023 was 1.00%.

(12)The interest rate floor on these investments as of December 31, 2023 was 1.25%.

(13)The interest rate floor on these investments as of December 31, 2023 was 1.50%.

(14)The interest rate floor on these investments as of December 31, 2023 was 2.00%.

(15)For unsettled positions the interest rate does not include the base rate.

(16)Reserved

(17)Loan was on non-accrual status as of December 31, 2023.

(18)These loans are “last-out” portions of loans. The “last-out” portion of the Company's loan investment generally earns a higher interest rate than the “first-out” portion, and in exchange the “first-out” portion would generally receive priority with respect to payment principal, interest and any other amounts due thereunder over the “last-out” portion.

178

Blackstone Private Credit Fund

Notes to Condensed Consolidated Financial Statements

(Unaudited)

(in thousands, except share amounts, per share data, percentages and as otherwise noted)

The following table presents the selected consolidated statements of assets and liabilities information of the Emerald JV as of June 30, 2024 and December 31, 2023 (Unaudited):

	June 30, 2024		December 31, 2023
ASSETS
Investments at fair value (cost of $4,762,095 and $5,326,183 at June 30, 2024 and December 31, 2023, respectively)	$	4,738,314	$	5,325,685
Cash and cash equivalents	155,588		129,214
Interest receivable	46,148		44,034
Receivable for investments sold	58,924		17,056
Deferred financing costs	13,435		15,576
Total assets	$	5,012,409	$	5,531,565
LIABILITIES
Debt	$	2,200,061	$	2,672,363
Distribution payable	95,391		106,593
Payable for investments purchased and other liabilities	276,584		42,929
Total liabilities	2,572,036		2,821,885
MEMBERS’ EQUITY
Members’ Equity	2,440,373		2,709,680
Total members’ equity	2,440,373		2,709,680
Total liabilities and members’ equity	$	5,012,409	$	5,531,565

179

Blackstone Private Credit Fund

Notes to Condensed Consolidated Financial Statements

(Unaudited)

(in thousands, except share amounts, per share data, percentages and as otherwise noted)

The following table presents the selected consolidated statements of operations information of the Emerald JV for the three and six months ended June 30, 2024 and June 30, 2023 (Unaudited):

	Three Months Ended June 30,				Six Months Ended June 30,
	2024		2023		2024		2023
Investment income:
Interest income	$	137,722	$	162,897	$	290,036	$	322,113
Payment-in-kind interest income	1,749		881		3,647		3,462
Dividend income	16		8		16		345
Other income	19		47		604		1,433
Total investment income	139,506		163,833		294,303		327,353
Expenses:
Interest expense	47,153		60,223		98,128		117,514
Other expenses	445		1,459		1,061		2,868
Total expenses	47,598		61,682		99,189		120,382
Net investment income before taxes	91,908		102,151		195,114		206,971
Tax expense	—		—		—		—
Net investment income after taxes	$	91,908	$	102,151	$	195,114	$	206,971
Net realized and change in unrealized gain (loss):
Net change in unrealized gain (loss) on investments and foreign currency	(16,730)		17,655		(19,855)		37,756
Net realized gain (loss) on investments and foreign currency	1,426		(6,309)		4,187		(6,144)
Total net realized and change in unrealized gain (loss)	(15,304)		11,346		(15,668)		31,612
Net increase (decrease) in net assets resulting from operations	$	76,604	$	113,497	$	179,446	$	238,583

180

Blackstone Private Credit Fund

Notes to Condensed Consolidated Financial Statements

(Unaudited)

(in thousands, except share amounts, per share data, percentages and as otherwise noted)

BCRED Verdelite JV

BCRED Verdelite JV LP (“Verdelite JV”), a Delaware limited liability company, was formed as a joint venture between the Company and an entity managed by an alternative credit management investment firm with a specialized focus on structured and syndicated credit, including CLO management (the “Verdelite JV Partner”), and commenced operations on October 21, 2022 and operates under a limited liability company agreement. The Verdelite JV’s principal purpose is to make investments, primarily in broadly syndicated loans.

On October 21, 2022, a wholly-owned subsidiary of the Company and the Verdelite JV Partner committed to contribute up to $147.0 million and $21.0 million of capital, respectively, to the Verdelite JV. The Company contributed $117.7 million (consisting of a cash contribution of $26.2 million and an in-kind capital contribution of investments valued at $91.5 million), and the Verdelite JV Partner contributed cash of $16.8 million, in exchange for equity ownership interests of 87.5% and 12.5%, respectively.

The Company and the Verdelite JV Partner may, from time-to-time, make additional contributions of capital or may receive returns of capital from the Verdelite JV. As of June 30, 2024 and December 31, 2023, the Company had made capital contributions (net of returns of capital) of $117.7 million and the Verdelite JV Partner had made capital contributions (net of returns of capital) of $16.8 million of capital, respectively, and $29.3 million and $4.2 million of capital remained uncalled from the Company and the Verdelite JV Partner, respectively. As of June 30, 2024 and December 31, 2023, the Company and the Verdelite JV Partner’s equity ownership interests are 87.5% and 12.5%, respectively.

The Company and the Verdelite JV Partner, through their joint control of the Verdelite JV’s General Partner, have equal control of the Verdelite JV's investment decisions, the decision to call additional capital up to the amounts committed by the Company and the Verdelite JV Partner, the decision to return capital or to make distributions, and generally all other decisions in respect of the Verdelite JV must be approved by the Verdelite JV's investment committee or board of directors, each of which consists of an equal number of representatives of the Company and the Verdelite JV Partner. The initial term of the Verdelite JV is three years from the commencement of operations, and will continue for successive six-month periods thereafter upon the approval the Verdelite JV’s General Partner, except in the case of a dissolution event. The Company’s investment in the Verdelite JV cannot be transferred without the consent of the Verdelite JV partner.

The Company has determined that the Verdelite JV is an investment company under ASC 946, and in accordance with ASC 946, the Company will generally not consolidate its investment in a company other than a wholly-owned investment company subsidiary. Further, the Company has a variable interest in the Verdelite JV and has determined that the Verdelite JV is a variable interest entity under ASC 810. However, the Company is not deemed to be the primary beneficiary of the Verdelite JV as there is equal power between the Company and JV Partner. Accordingly, the Company does not consolidate the Verdelite JV.

The Company's investment in the Verdelite JV is disclosed on the Company’s Condensed Consolidated Schedule of Investments as of June 30, 2024 and December 31, 2023.

181

The following table presents the consolidated schedule of investments of the Verdelite JV as of June 30, 2024:

BCRED Verdelite JV LP Condensed Consolidated Schedule of Investments June 30, 2024 (in thousands) (Unaudited)
Investments (1)	Footnotes	Reference Rate and Spread (2)		Interest Rate (2)(15)	Maturity Date	Par Amount/Units (1)		Cost (3)		Fair Value		% of Net Assets
First Lien Debt
Aerospace & Defense
Amentum Government Services Holdings, LLC	(8)	SOFR +	4.00%	9.46%	1/29/2027	$	418	$	415	$	419	0.29	%
Dynasty Acquisition Co, Inc.	(8)	SOFR +	3.50%	8.83%	8/24/2028	2,985		2,985		2,999		2.07
KBR, Inc.	(8)	SOFR +	2.25%	7.58%	1/17/2031	507		506		510		0.35
LSF11 Trinity Bidco, Inc.	(8)	SOFR +	3.50%	8.84%	6/14/2030	2,328		2,328		2,342		1.62
Ovation Parent, Inc.	(10)	SOFR +	3.50%	8.81%	3/27/2031	935		933		941		0.65
Peraton Corp.	(10)	SOFR +	3.75%	9.19%	2/1/2028	5,006		4,948		5,013		3.47
TransDigm Inc	(8)	SOFR +	2.50%	7.84%	2/28/2031	4,981		4,983		4,997		3.46
Vertex Aerospace Services Corp.	(10)	SOFR +	2.75%	8.09%	12/6/2028	5,602		5,577		5,615		3.88
								22,675		22,836		15.79
Air Freight & Logistics
Savage Enterprises, LLC	(9)	SOFR +	3.00%	8.34%	9/15/2028	154		154		154		0.11
Airlines
American Airlines, Inc.	(8)	SOFR +	2.75%	8.19%	2/15/2028	2,970		2,944		2,967		2.05
American Airlines, Inc.	(8)	SOFR +	1.75%	7.07%	1/29/2027	500		499		499		0.35
Brown Group Holding, LLC	(9)	SOFR +	2.75%	8.19%	6/7/2028	3,967		3,949		3,970		2.75
United Airlines, Inc.	(8)	SOFR +	2.75%	8.08%	2/22/2031	2,751		2,738		2,761		1.91
								10,130		10,197		7.06
Auto Components
Belron Finance US LLC	(9)	SOFR +	2.25%	7.66%	4/18/2029	756		753		758		0.52
Clarios Global LP	(8)	SOFR +	3.00%	8.34%	5/6/2030	2,965		2,965		2,975		2.06
First Brands Group, LLC	(11)	SOFR +	5.00%	10.59%	3/30/2027	3,760		3,706		3,743		2.59
Mavis Tire Express Services Topco, Corp.	(10)	SOFR +	3.75%	9.08%	5/4/2028	3,058		3,065		3,069		2.12
								10,489		10,545		7.29
Beverages
Triton Water Holdings, Inc.	(9)	SOFR +	3.25%	8.85%	3/31/2028	3,441		3,289		3,446		2.38
Biotechnology
Grifols Worldwide Operations USA Inc	(14)	SOFR +	2.00%	7.44%	11/15/2027	4,538		4,516		4,470		3.09
Broadline Retail
Peer USA LLC	(8)	SOFR +	3.00%	8.35%	6/20/2031	1,105		1,105		1,108		0.77
Building Products
Cornerstone Building Brands, Inc.	(9)	SOFR +	3.25%	8.68%	4/12/2028	3,969		3,909		3,882		2.68
Griffon Corporation	(9)	SOFR +	2.25%	7.60%	1/24/2029	3,500		3,507		3,508		2.43
Gulfside Supply Inc	(4)(8)	SOFR +	3.00%	8.29%	6/17/2031	667		665		668		0.46
MIWD Holdco II, LLC	(8)	SOFR +	3.50%	8.83%	3/21/2031	2,064		2,054		2,079		1.44
Resideo Funding Inc	(8)	SOFR +	2.00%	7.30%	6/13/2031	550		550		550		0.38
Standard Industries Inc	(9)	SOFR +	2.00%	7.34%	9/22/2028	1,642		1,642		1,648		1.14
Tamko Building Product, LLC	(8)	SOFR +	3.25%	8.59%	9/20/2030	1,773		1,772		1,776		1.23
The Chamberlain Group, Inc.	(9)	SOFR +	3.25%	8.69%	11/3/2028	4,531		4,357		4,534		3.14
								18,456		18,645		12.90

182

BCRED Verdelite JV LP Condensed Consolidated Schedule of Investments June 30, 2024 (in thousands) (Unaudited)
Investments (1)	Footnotes	Reference Rate and Spread (2)		Interest Rate (2)(15)	Maturity Date	Par Amount/Units (1)		Cost (3)		Fair Value		% of Net Assets
First Lien Debt (continued)
Capital Markets
Apex Group Treasury, LLC	(9)	SOFR +	3.75%	9.33%	7/27/2028	$	3,536	$	3,439	$	3,545	2.45	%
Aretec Group, Inc.	(8)	SOFR +	4.00%	9.34%	8/9/2030	4,414		4,414		4,437		3.07
Clipper Acquisitions Corp.	(8)	SOFR +	1.75%	7.19%	3/3/2028	3,491		3,500		3,492		2.42
Focus Financial Partners, LLC	(9)	SOFR +	2.75%	8.09%	6/30/2028	2,005		2,003		2,006		1.39
GTCR Everest Borrower LLC	(8)	SOFR +	3.00%	8.34%	6/3/2031	1,445		1,442		1,448		1.00
Osaic Holdings Inc	(8)	SOFR +	4.00%	9.34%	8/17/2028	4,339		4,338		4,358		3.01
Kestra Advisor Services Holdings A, Inc.	(8)	SOFR +	4.00%	9.30%	3/19/2031	1,490		1,486		1,497		1.04
The Edelman Financial Engines Center, LLC	(8)	SOFR +	3.25%	8.59%	4/7/2028	3,890		3,890		3,900		2.70
								24,512		24,683		17.08
Chemicals
CI Maroon Holdings, LLC	(4)(8)	SOFR +	4.00%	9.34%	3/3/2031	900		896		906		0.63
Nouryon USA LLC	(8)	SOFR +	3.50%	8.83%	4/3/2028	3,777		3,777		3,793		2.62
								4,673		4,699		3.25
Commercial Services & Supplies
Access CIG, LLC	(9)	SOFR +	5.00%	10.33%	8/18/2028	4,460		4,297		4,494		3.11
Allied Universal Holdco, LLC	(9)	SOFR +	3.75%	9.19%	5/12/2028	4,442		4,351		4,430		3.06
Anticimex, Inc.	(9)	SOFR +	3.15%	8.46%	11/16/2028	4,377		4,333		4,382		3.03
APX Group, Inc.	(9)	SOFR +	2.75%	8.07%	7/10/2028	3,294		3,183		3,302		2.28
Asplundh Tree Expert LLC	(8)	SOFR +	1.75%	7.10%	5/23/2031	1,350		1,347		1,351		0.93
Belfor Holdings Inc	(9)	SOFR +	3.75%	9.08%	11/1/2030	1,013		1,004		1,021		0.71
Brightview Landscapes LLC	(9)	SOFR +	2.50%	7.82%	4/20/2029	149		149		150		0.10
EAB Global, Inc.	(9)	SOFR +	3.25%	8.59%	8/16/2028	8,855		8,753		8,857		6.12
Garda World Security Corp.	(8)	SOFR +	4.25%	9.59%	2/1/2029	3,836		3,834		3,865		2.67
Genuine Financial Holdings, LLC	(8)	SOFR +	4.00%	9.33%	9/27/2030	5,960		5,907		5,948		4.11
GFL Environmental, Inc.	(4)(9)	SOFR +	2.25%	7.32%	6/27/2031	833		831		835		0.58
OMNIA Partners, LLC	(8)	SOFR +	3.25%	8.57%	7/25/2030	2,387		2,364		2,391		1.65
Prime Security Services Borrower, LLC	(8)	SOFR +	2.25%	7.58%	10/13/2030	4,273		4,273		4,276		2.96
TRC Companies, Inc (fka Bolt Infrastructure Merger Sub, Inc)	(9)	SOFR +	3.75%	9.21%	12/8/2028	4,527		4,441		4,542		3.14
Ursa Minor US Bidco, LLC	(8)	SOFR +	3.50%	8.81%	2/24/2031	1,193		1,189		1,202		0.83
Vaco Holdings, Inc.	(10)	SOFR +	5.00%	10.48%	1/21/2029	2,330		2,283		2,318		1.60
								52,539		53,364		36.88
Construction & Engineering
Artera Services, LLC	(8)	SOFR +	4.50%	9.81%	2/15/2031	469		466		473		0.33
Azuria Water Solutions Inc	(10)	SOFR +	4.25%	9.57%	5/17/2028	2,978		2,977		2,994		2.07
Groundworks, LLC	(7)(8)	SOFR +	3.50%	8.83%	3/14/2031	1,651		1,634		1,652		1.14
Refficiency Holdings, LLC	(10)	SOFR +	3.50%	8.94%	12/16/2027	4,428		4,383		4,443		3.07
Summit Materials, LLC	(8)	SOFR +	2.50%	7.83%	1/12/2029	1,252		1,249		1,262		0.87
Touchdown Acquirer, Inc.	(7)(8)	SOFR +	4.00%	9.31%	2/21/2031	1,148		1,142		1,156		0.80
								11,851		11,980		8.28

183

BCRED Verdelite JV LP Condensed Consolidated Schedule of Investments June 30, 2024 (in thousands) (Unaudited)
Investments (1)	Footnotes	Reference Rate and Spread (2)		Interest Rate (2)(15)	Maturity Date	Par Amount/Units (1)		Cost (3)		Fair Value		% of Net Assets
First Lien Debt (continued)
Containers & Packaging
Altium Packaging LLC	(4)(8)	SOFR +	2.50%	7.84%	6/11/2031	$	536	$	536	$	536	0.37	%
Anchor Packaging LLC	(8)	SOFR +	3.75%	9.09%	7/18/2029	750		748		751		0.52
Berlin Packaging, LLC	(9)	SOFR +	3.75%	9.08%	6/7/2031	4,489		4,477		4,504		3.11
Clydesdale Acquisition Holdings Inc	(9)	SOFR +	3.68%	9.12%	4/13/2029	3,779		3,718		3,792		2.62
Graham Packaging Co, Inc.	(10)	SOFR +	3.00%	8.46%	8/4/2027	2,989		2,989		2,997		2.07
ProAmpac PG Borrower, LLC	(8)	SOFR +	4.00%	9.33%	9/15/2028	5,084		5,084		5,103		3.53
Ring Container Technologies Group, LLC	(9)	SOFR +	3.50%	8.96%	8/12/2028	2,118		2,107		2,133		1.48
SupplyOne, Inc.	(8)	SOFR +	4.25%	9.59%	4/19/2031	1,708		1,700		1,713		1.18
TricorBraun Holdings, Inc.	(9)	SOFR +	3.25%	8.71%	3/3/2028	4,525		4,406		4,523		3.13
Trident TPI Holdings, Inc.	(9)	SOFR +	4.00%	9.34%	9/15/2028	4,430		4,429		4,442		3.07
								30,194		30,494		21.08
Distributors
Fastlane Parent Co Inc	(9)	SOFR +	4.50%	9.83%	9/29/2028	3,754		3,716		3,742		2.59
Diversified Consumer Services
Ascend Learning, LLC	(9)	SOFR +	3.50%	8.94%	12/11/2028	4,136		4,010		4,137		2.86
Bright Horizons Family Solutions LLC	(9)	SOFR +	2.25%	7.71%	11/24/2028	3,491		3,495		3,496		2.42
Cengage Learning, Inc.	(11)	SOFR +	4.25%	9.54%	3/22/2031	1,963		1,944		1,971		1.36
Element Materials Technology Group US Holdings Inc.	(9)	SOFR +	4.25%	9.68%	7/6/2029	2,977		2,918		2,993		2.07
Imagine Learning, LLC	(9)	SOFR +	3.50%	8.84%	12/21/2029	1,995		1,986		1,997		1.38
Mckissock Investment Holdings LLC	(10)	SOFR +	5.00%	10.48%	3/12/2029	4,226		4,126		4,247		2.94
Mister Car Wash Holdings, Inc.	(8)	SOFR +	3.00%	8.33%	3/21/2031	775		775		778		0.54
Pre-Paid Legal Services, Inc.	(9)	SOFR +	3.75%	9.21%	12/15/2028	3,281		3,235		3,283		2.27
Spring Education Group, Inc.	(8)	SOFR +	4.00%	9.33%	9/29/2030	3,404		3,328		3,425		2.37
University Support Services, LLC	(9)	SOFR +	2.75%	8.09%	2/10/2029	3,930		3,892		3,933		2.72
Wand NewCo 3, Inc.	(8)	SOFR +	3.75%	9.08%	1/30/2031	2,012		2,007		2,027		1.40
								31,716		32,287		22.33
Diversified Financial Services
Mitchell International, Inc.	(9)	SOFR +	3.25%	8.59%	6/17/2031	4,942		4,917		4,906		3.39
Sedgwick Claims Management Services, Inc.	(8)	SOFR +	3.75%	9.09%	2/24/2028	4,721		4,695		4,732		3.27
Solera, LLC	(9)	SOFR +	4.00%	9.59%	6/2/2028	2,269		2,195		2,271		1.57
								11,807		11,909		8.23
Diversified REITs
Iron Mountain Information Management LLC	(8)	SOFR +	2.25%	7.59%	1/31/2031	855		849		853		0.59
Diversified Telecommunication Services
Coral-US Co-Borrower, LLC.	(8)	SOFR +	2.25%	7.69%	1/31/2028	2,450		2,426		2,372		1.64
Lorca Co-Borrower, LLC	(9)	SOFR +	3.50%	8.82%	3/25/2031	1,000		998		1,004		0.69
Zacapa, LLC	(9)	SOFR +	4.00%	9.33%	3/22/2029	4,525		4,436		4,527		3.13
								7,860		7,903		5.46
Electric Utilities
NRG Energy, Inc.	(8)	SOFR +	2.00%	7.31%	3/27/2031	1,773		1,769		1,776		1.23
Sabre Industries Inc	(9)	SOFR +	3.25%	8.69%	6/1/2028	1,990		1,976		1,977		1.37
Vistra Operations Co, LLC	(8)	SOFR +	2.00%	7.33%	12/20/2030	2,634		2,609		2,639		1.82
								6,354		6,392		4.42

184

BCRED Verdelite JV LP Condensed Consolidated Schedule of Investments June 30, 2024 (in thousands) (Unaudited)
Investments (1)	Footnotes	Reference Rate and Spread (2)		Interest Rate (2)(15)	Maturity Date	Par Amount/Units (1)		Cost (3)		Fair Value		% of Net Assets
First Lien Debt (continued)
Electrical Equipment
Generac Power Systems Inc	(4)(8)	SOFR +	1.75%	7.09%	6/12/2031	$	3,799	$	3,794	$	3,808	2.63	%
Madison IAQ, LLC	(9)	SOFR +	2.75%	8.09%	6/21/2028	4,229		4,111		4,238		2.93
								7,905		8,046		5.56
Electronic Equipment, Instruments & Components
Celestica Inc.	(4)(8)	SOFR +	1.75%	7.10%	6/20/2031	3,500		3,500		3,500		2.42
Infinite Bidco, LLC	(9)	SOFR +	3.75%	9.34%	3/2/2028	2,653		2,576		2,552		1.76
								6,076		6,052		4.18
Financial Services
Blackstone Mortgage Trust Inc	(8)	SOFR +	3.50%	8.84%	5/9/2029	2,444		2,356		2,338		1.62
Citco Funding LLC	(9)	SOFR +	2.75%	8.10%	4/27/2028	993		991		997		0.69
CPI Holdco B LLC	(8)	SOFR +	2.00%	7.34%	5/17/2031	1,204		1,201		1,204		0.83
Paysafe Holdings US Corp	(9)	SOFR +	2.75%	8.19%	6/28/2028	1,983		1,974		1,981		1.37
Planet US Buyer, LLC	(8)	SOFR +	3.50%	8.81%	1/31/2031	1,025		1,022		1,033		0.71
								7,544		7,553		5.22
Food Products
CHG PPC Parent LLC	(9)	SOFR +	3.00%	8.44%	12/8/2028	2,962		2,890		2,971		2.05
Saratoga Food Specialties, LLC	(8)	SOFR +	3.75%	9.07%	3/7/2029	723		720		728		0.50
								3,610		3,699		2.55
Ground Transportation
Genesee & Wyoming Inc	(8)	SOFR +	2.00%	7.33%	4/10/2031	4,324		4,303		4,325		2.99
Uber Technologies, Inc.	(8)	SOFR +	2.75%	8.08%	3/3/2030	1,928		1,925		1,940		1.34
								6,228		6,265		4.33
Health Care Equipment & Supplies
Auris Luxembourg III S.à r.l.	(8)	SOFR +	4.25%	9.99%	2/28/2029	3,100		3,085		3,112		2.15
Resonetics LLC	(10)	SOFR +	3.75%	9.09%	6/18/2031	3,565		3,556		3,576		2.47
								6,641		6,688		4.62
Health Care Providers & Services
Agiliti Health Inc	(8)	SOFR +	3.00%	8.30%	5/1/2030	3,491		3,493		3,481		2.41
Concentra Health Services Inc	(4)(8)	SOFR +	2.25%	7.59%	6/26/2031	2,143		2,140		2,154		1.49
Davita Inc	(8)	SOFR +	2.00%	7.34%	5/9/2031	3,500		3,500		3,494		2.42
Electron Bidco, Inc.	(9)	SOFR +	3.00%	8.46%	11/1/2028	3,776		3,718		3,780		2.61
Ensemble RCM LLC	(8)	SOFR +	3.00%	8.33%	8/1/2029	946		925		944		0.65
Hunter US Bidco Inc.	(9)	SOFR +	4.25%	9.66%	8/19/2028	1,000		993		991		0.69
MED ParentCo LP	(8)	SOFR +	4.00%	9.34%	4/15/2031	1,195		1,189		1,196		0.83
Outcomes Group Holdings Inc	(8)	SOFR +	4.25%	9.59%	5/6/2031	2,080		2,070		2,089		1.44
Pediatric Associates Holding Co., LLC	(9)	SOFR +	3.25%	8.71%	12/29/2028	644		635		624		0.43
Surgery Centers Holdings, Inc.	(8)	SOFR +	2.75%	8.09%	12/19/2030	1,043		1,043		1,047		0.72
								19,706		19,800		13.69

185

BCRED Verdelite JV LP Condensed Consolidated Schedule of Investments June 30, 2024 (in thousands) (Unaudited)
Investments (1)	Footnotes	Reference Rate and Spread (2)		Interest Rate (2)(15)	Maturity Date	Par Amount/Units (1)		Cost (3)		Fair Value		% of Net Assets
First Lien Debt (continued)
Health Care Technology
athenahealth, Inc.	(9)	SOFR +	3.25%	8.59%	2/15/2029	$	4,515	$	4,268	$	4,506	3.12	%
Cotiviti, Inc.	(8)	SOFR +	3.25%	8.58%	5/1/2031	5,218		5,192		5,205		3.60
Gainwell Acquisition Corp.	(10)	SOFR +	4.00%	9.41%	10/1/2027	1,985		1,927		1,927		1.33
Netsmart Technologies, Inc.	(10)	SOFR +	3.75%	9.21%	10/1/2027	2,894		2,843		2,905		2.01
Waystar Technologies, Inc.	(8)	SOFR +	2.75%	8.10%	10/22/2029	2,289		2,289		2,294		1.59
								16,519		16,837		11.65
Hotels, Restaurants & Leisure
Alterra Mountain Company	(8)	SOFR +	3.25%	8.59%	8/17/2028	2,297		2,297		2,307		1.60
Caesars Entertainment, Inc.	(9)	SOFR +	2.75%	8.10%	2/6/2031	2,818		2,812		2,824		1.95
Caesars Entertainment, Inc.	(9)	SOFR +	2.75%	8.10%	2/6/2030	1,546		1,534		1,549		1.07
Carnival Finance LLC	(10)	SOFR +	2.75%	8.09%	10/18/2028	2,321		2,321		2,330		1.61
Cedar Fair, L.P.	(8)	SOFR +	2.00%	7.33%	5/1/2031	728		726		728		0.50
FanDuel Group Financing, LLC.	(9)	SOFR +	2.25%	7.56%	11/25/2030	2,411		2,406		2,416		1.67
Fertitta Entertainment, LLC	(9)	SOFR +	3.75%	9.08%	1/27/2029	4,151		4,081		4,160		2.88
GVC Finance LLC	(9)	SOFR +	2.75%	8.01%	10/31/2029	3,391		3,400		3,401		2.35
Hilton Grand Vacations Borrower, LLC	(8)	SOFR +	2.75%	8.08%	1/17/2031	714		713		715		0.49
IRB Holding Corp.	(10)	SOFR +	2.75%	8.18%	12/15/2027	4,545		4,545		4,548		3.15
LC Ahab US Bidco LLC	(8)	SOFR +	3.50%	8.84%	5/1/2031	672		668		674		0.47
Marriott Ownership Resorts Inc	(8)	SOFR +	2.25%	7.59%	4/1/2031	3,143		3,166		3,154		2.18
Mic Glen, LLC	(9)	SOFR +	3.50%	8.96%	7/21/2028	3,364		3,277		3,369		2.33
New Red Finance, Inc.	(8)	SOFR +	1.75%	7.09%	9/12/2030	923		921		922		0.64
Ovg Business Services LLC	(8)	SOFR +	3.00%	8.35%	6/25/2031	1,512		1,512		1,511		1.05
Scientific Games Holdings LP	(9)	SOFR +	3.00%	8.31%	4/4/2029	2,985		2,985		2,982		2.06
Tacala Investment Corp.	(10)	SOFR +	4.00%	9.34%	1/31/2031	1,605		1,601		1,614		1.12
Whatabrands LLC	(9)	SOFR +	2.75%	8.09%	8/3/2028	4,529		4,529		4,535		3.14
								43,494		43,739		30.26
Household Durables
AI Aqua Merger Sub, Inc.	(9)	SOFR +	4.00%	9.33%	7/31/2028	4,281		4,167		4,294		2.97
Household Products
Energizer Holdings Inc	(8)	SOFR +	2.00%	7.34%	12/22/2027	802		802		805		0.56
Independent Power and Renewable Electricity Producers
Generation Bridge Northeast LLC	(8)	SOFR +	3.50%	8.83%	8/22/2029	2,106		2,088		2,122		1.47
Industrial Conglomerates
FCG Acquisitions, Inc.	(9)	SOFR +	3.75%	9.35%	3/31/2028	7,115		6,996		7,125		4.93
SPX Flow, Inc.	(9)	SOFR +	3.50%	8.84%	4/5/2029	3,014		3,014		3,035		2.10
								10,010		10,160		7.03

186

BCRED Verdelite JV LP Condensed Consolidated Schedule of Investments June 30, 2024 (in thousands) (Unaudited)
Investments (1)	Footnotes	Reference Rate and Spread (2)		Interest Rate (2)(15)	Maturity Date	Par Amount/Units (1)		Cost (3)		Fair Value		% of Net Assets
First Lien Debt (continued)
Insurance
AmWINS Group Inc	(10)	SOFR +	2.25%	7.71%	2/19/2028	$	746	$	745	$	746	0.52	%
AssuredPartners, Inc.	(9)	SOFR +	3.50%	8.84%	2/14/2031	4,928		4,920		4,947		3.42
Baldwin Risk Partners, LLC	(4)(8)	SOFR +	3.25%	8.59%	5/26/2031	4,029		4,019		4,034		2.79
BroadStreet Partners, Inc.	(8)	SOFR +	3.25%	8.59%	6/14/2031	4,594		4,588		4,587		3.17
Howden Group Holdings Limited	(9)	SOFR +	4.00%	9.34%	4/18/2030	2,411		2,331		2,418		1.67
Howden Group Holdings Limited	(9)	SOFR +	3.50%	8.83%	2/15/2031	1,990		1,981		1,997		1.38
HUB International, Ltd.	(10)	SOFR +	3.25%	8.57%	6/20/2030	672		671		674		0.47
OneDigital Borrower LLC	(4)(9)	SOFR +	3.25%	8.60%	6/13/2031	1,129		1,123		1,128		0.78
USI Inc	(8)	SOFR +	2.75%	8.08%	9/29/2030	1,007		1,007		1,008		0.70
USI Inc	(8)	SOFR +	2.75%	8.08%	11/22/2029	455		455		455		0.31
								21,840		21,994		15.21
Interactive Media & Services
Project Boost Purchaser, LLC	(9)	SOFR +	3.50%	8.96%	5/30/2026	4,027		3,967		4,036		2.79
IT Services
Ahead DB Holdings, LLC	(10)	SOFR +	3.75%	9.16%	2/1/2031	2,481		2,465		2,492		1.72
Ahead DB Holdings, LLC	(10)	SOFR +	4.25%	9.58%	2/1/2031	900		891		904		0.63
Chrysaor Bidco S.à r.l.	(7)(9)	SOFR +	3.50%	8.82%	5/14/2031	771		771		776		0.54
Dcert Buyer, Inc.	(8)	SOFR +	4.00%	9.34%	10/16/2026	2,057		2,019		2,010		1.39
Newfold Digital Holdings Group Inc	(10)	SOFR +	3.50%	8.94%	2/10/2028	3,051		2,887		2,842		1.97
Virtusa Corp.	(10)	SOFR +	3.25%	8.59%	2/15/2029	5,020		5,020		5,039		3.48
World Wide Technology Holding Co, LLC	(4)(9)	SOFR +	2.75%	8.18%	3/1/2030	902		902		907		0.63
								14,955		14,970		10.36
Leisure Products
Amer Sports Co	(8)	SOFR +	3.25%	8.58%	2/17/2031	282		281		285		0.20
Motion Finco, LLC	(8)	SOFR +	3.50%	8.83%	11/12/2029	2,544		2,533		2,548		1.76
								2,814		2,833		1.96
Life Sciences Tools & Services
IQVIA Inc	(8)	SOFR +	2.00%	7.31%	1/2/2031	435		435		438		0.30
LSCS Holdings, Inc.	(9)	SOFR +	4.50%	9.96%	12/16/2028	2,444		2,368		2,421		1.67
Packaging Coordinators Midco, Inc.	(10)	SOFR +	3.25%	8.58%	11/30/2027	3,541		3,541		3,558		2.46
Phoenix Newco, Inc.	(9)	SOFR +	3.25%	8.71%	11/15/2028	2,977		2,981		2,987		2.07
								9,325		9,404		6.50
Machinery
American Trailer World Corp	(10)	SOFR +	3.75%	9.19%	3/3/2028	2,450		2,405		2,402		1.66
Chart Industries, Inc.	(9)	SOFR +	3.25%	8.68%	3/15/2030	2,289		2,289		2,301		1.59
Innio North America Holding, Inc.	(8)	SOFR +	3.25%	8.60%	11/2/2028	675		674		677		0.47
Pro Mach Group, Inc.	(11)	SOFR +	3.50%	8.84%	8/31/2028	3,739		3,692		3,762		2.60
TK Elevator U.S. Newco, Inc.	(9)	SOFR +	3.50%	8.79%	4/30/2030	4,362		4,345		4,390		3.04
								13,405		13,532		9.36

187

BCRED Verdelite JV LP Condensed Consolidated Schedule of Investments June 30, 2024 (in thousands) (Unaudited)
Investments (1)	Footnotes	Reference Rate and Spread (2)		Interest Rate (2)(15)	Maturity Date	Par Amount/Units (1)		Cost (3)		Fair Value		% of Net Assets
First Lien Debt (continued)
Media
American Greetings Corp	(8)	SOFR +	5.75%	11.09%	10/30/2029	$	1,309	$	1,283	$	1,318	0.91	%
Cable One Inc.	(8)	SOFR +	2.00%	7.46%	5/3/2028	2,444		2,435		2,410		1.67
Cogeco Communications Finance USA LP	(9)	SOFR +	2.50%	7.96%	9/1/2028	2,450		2,393		2,375		1.64
Fleet US Bidco, Inc.	(4)(8)	SOFR +	3.25%	8.58%	2/21/2031	726		723		731		0.51
Live Nation Entertainment Inc	(8)	SOFR +	1.75%	7.19%	10/19/2026	3,491		3,495		3,493		2.42
Virgin Media Bristol, LLC	(8)	SOFR +	3.25%	8.66%	3/31/2031	2,727		2,704		2,582		1.79
								13,033		12,909		8.94
Metals & Mining
Arsenal AIC Parent, LLC	(8)	SOFR +	3.75%	9.08%	8/18/2030	641		641		645		0.45
Oil, Gas & Consumable Fuels
AL GCX Holdings, LLC	(9)	SOFR +	3.25%	8.58%	5/17/2029	2,558		2,552		2,559		1.77
Buckeye Partners LP	(8)	SOFR +	2.00%	7.34%	11/1/2026	3,273		3,277		3,280		2.27
Freeport LNG Investments, LLLP	(9)	SOFR +	3.50%	9.09%	12/21/2028	2,985		2,957		2,985		2.06
GIP Pilot Acquisition Partners LP	(8)	SOFR +	2.50%	7.83%	10/4/2030	1,119		1,119		1,122		0.78
								9,905		9,946		6.88
Pharmaceuticals
Elanco Animal Health Inc	(8)	SOFR +	1.75%	7.18%	8/1/2027	3,490		3,492		3,482		2.41
Professional Services
AlixPartners, LLP	(9)	SOFR +	2.50%	7.94%	2/4/2028	1,367		1,359		1,370		0.95
Ankura Consulting Group LLC	(10)	SOFR +	4.25%	9.56%	3/17/2028	1,145		1,145		1,149		0.79
APFS Staffing Holdings, Inc.	(9)	SOFR +	4.00%	9.34%	12/29/2028	3,845		3,765		3,840		2.66
Camelot US Acquisition, LLC.	(8)	SOFR +	2.75%	8.09%	1/31/2031	2,896		2,889		2,905		2.01
Cast & Crew Payroll, LLC	(9)	SOFR +	3.75%	9.09%	12/29/2028	1,915		1,905		1,918		1.33
Deerfield Dakota Holding, LLC	(11)	SOFR +	3.75%	9.08%	4/9/2027	3,753		3,686		3,756		2.60
Eisner Advisory Group LLC	(9)	SOFR +	4.00%	9.33%	2/28/2031	1,211		1,199		1,224		0.85
EP Purchaser, LLC	(9)	SOFR +	3.50%	9.10%	11/6/2028	486		468		487		0.34
Grant Thornton Advisors LLC	(8)	SOFR +	3.25%	8.60%	6/2/2031	2,378		2,378		2,388		1.65
Inmar, Inc.	(11)	SOFR +	5.50%	10.84%	5/1/2026	2,063		2,017		2,071		1.43
Mercury Borrower, Inc.	(9)	SOFR +	3.50%	8.96%	8/2/2028	3,626		3,555		3,633		2.51
Mermaid Bidco, Inc.	(4)(8)	SOFR +	3.25%	8.59%	6/27/2031	2,579		2,576		2,586		1.79
Ryan, LLC	(7)(9)	SOFR +	3.50%	8.84%	11/14/2030	2,234		2,203		2,248		1.55
Soliant Lower Intermediate, LLC	(4)(8)	SOFR +	4.00%	9.10%	6/20/2031	1,257		1,245		1,257		0.87
Trans Union, LLC.	(9)	SOFR +	2.00%	7.34%	12/1/2028	4,539		4,544		4,546		3.14
VT Topco, Inc.	(9)	SOFR +	3.50%	8.83%	8/9/2030	1,031		1,031		1,037		0.72
								35,965		36,415		25.19
Real Estate Management & Development
Cushman & Wakefield US Borrower LLC	(4)(9)	SOFR +	3.00%	8.34%	1/31/2030	995		995		996		0.69
Cushman & Wakefield US Borrower LLC	(4)(9)	SOFR +	3.75%	9.09%	1/31/2030	1,708		1,708		1,721		1.19
								2,703		2,717		1.88

188

BCRED Verdelite JV LP Condensed Consolidated Schedule of Investments June 30, 2024 (in thousands) (Unaudited)
Investments (1)	Footnotes	Reference Rate and Spread (2)		Interest Rate (2)(15)	Maturity Date	Par Amount/Units (1)		Cost (3)		Fair Value		% of Net Assets
First Lien Debt (continued)
Software
Applied Systems, Inc.	(8)	SOFR +	3.50%	8.81%	2/24/2031	$	176	$	175	$	177	0.12	%
Apttus Corp.	(10)	SOFR +	4.00%	9.46%	5/8/2028	3,545		3,423		3,550		2.45
BEP Intermediate Holdco LLC	(4)(8)	SOFR +	3.75%	9.09%	4/25/2031	745		742		749		0.52
Boxer Parent Company, Inc.	(8)	SOFR +	4.00%	9.34%	12/29/2028	3,846		3,812		3,859		2.67
Cloud Software Group, Inc.	(9)	SOFR +	4.50%	9.83%	3/21/2031	1,419		1,408		1,424		0.98
Cloudera, Inc.	(9)	SOFR +	3.75%	9.19%	10/8/2028	3,551		3,449		3,557		2.46
ConnectWise, LLC	(9)	SOFR +	3.50%	9.10%	9/29/2028	3,512		3,416		3,493		2.42
Cornerstone OnDemand, Inc.	(9)	SOFR +	3.75%	9.21%	10/16/2028	2,161		2,001		2,046		1.41
Delta Topco, Inc.	(8)	SOFR +	3.50%	8.85%	12/1/2029	5,998		5,983		6,002		4.15
ECI Macola Max Holding, LLC	(10)	SOFR +	3.75%	9.08%	5/9/2030	4,479		4,479		4,512		3.12
Ellucian Holdings, Inc.	(9)	SOFR +	3.50%	8.94%	10/9/2029	3,281		3,277		3,300		2.28
Flexera Software LLC	(4)(10)	SOFR +	3.50%	8.83%	3/3/2028	603		603		606		0.42
Fortress Intermediate 3 Inc	(4)(8)	SOFR +	3.75%	9.10%	6/27/2031	1,800		1,791		1,805		1.25
Gen Digital Inc	(9)	SOFR +	1.75%	7.09%	9/12/2029	5,905		5,905		5,892		4.07
Genesys Cloud Services Holdings II, LLC	(10)	SOFR +	3.75%	9.19%	12/1/2027	290		289		292		0.20
Genesys Cloud Services Holdings II, LLC	(10)	SOFR +	3.50%	8.84%	12/1/2027	2,611		2,611		2,627		1.82
Go Daddy Operating Co LLC	(8)	SOFR +	1.75%	7.09%	5/30/2031	750		749		750		0.52
GTCR Investors LP	(8)	SOFR +	2.50%	7.84%	1/31/2031	5,835		5,833		5,851		4.05
HS Purchaser, LLC	(10)	SOFR +	4.00%	9.43%	11/19/2026	3,535		3,336		3,193		2.21
Idera, Inc.	(10)	SOFR +	3.50%	8.83%	3/2/2028	1,865		1,865		1,855		1.28
Instructure Holdings Inc	(9)	SOFR +	2.75%	8.35%	10/30/2028	2,963		2,959		2,965		2.05
ION Trading Finance Ltd	(8)	SOFR +	4.00%	9.35%	4/1/2028	2,221		2,211		2,222		1.54
McAfee Corp	(9)	SOFR +	3.25%	8.58%	3/1/2029	3,546		3,546		3,547		2.45
Mitnick Purchaser, Inc.	(9)	SOFR +	4.50%	9.93%	5/2/2029	3,387		3,307		3,160		2.19
Modena Buyer LLC	(8)	SOFR +	4.50%	9.80%	7/1/2031	2,998		2,938		2,930		2.03
Planview Parent Inc	(8)	SOFR +	3.75%	9.08%	12/17/2027	1,916		1,911		1,916		1.33
Project Alpha Intermediate Holding, Inc.	(9)	SOFR +	3.75%	9.07%	10/28/2030	3,275		3,275		3,289		2.27
Proofpoint, Inc.	(9)	SOFR +	3.00%	8.34%	8/31/2028	2,993		2,993		2,999		2.07
Quartz Acquireco LLC	(8)	SOFR +	2.75%	8.08%	6/28/2030	1,978		1,978		1,982		1.37
RealPage, Inc.	(9)	SOFR +	3.00%	8.46%	4/24/2028	2,754		2,680		2,681		1.85
Rocket Software, Inc.	(9)	SOFR +	4.75%	10.09%	11/28/2028	2,585		2,552		2,599		1.80
S2P Acquisition Borrower, Inc.	(8)	SOFR +	4.00%	9.44%	8/14/2026	3,401		3,347		3,412		2.36
Skopima Consilio Parent LLC	(9)	SOFR +	4.00%	9.46%	5/12/2028	2,112		2,041		2,113		1.46
Skopima Consilio Parent LLC	(9)	SOFR +	4.50%	9.96%	5/12/2028	1,493		1,482		1,497		1.04
Sovos Compliance, LLC	(9)	SOFR +	4.50%	9.96%	8/11/2028	3,537		3,484		3,514		2.43
SS&C Technologies, Inc.	(8)	SOFR +	2.00%	7.34%	5/9/2031	2,818		2,818		2,826		1.95
Surf Holdings, LLC	(8)	SOFR +	3.50%	8.95%	3/5/2027	3,536		3,507		3,544		2.45
Vision Solutions, Inc.	(10)	SOFR +	4.25%	9.84%	4/24/2028	3,651		3,442		3,601		2.49
Webpros US Bidco, Inc.	(4)(8)	SOFR +	4.00%	9.33%	3/19/2031	653		652		659		0.46
XPLOR T1 LLC	(4)(8)	SOFR +	4.25%	9.60%	6/24/2031	2,100		2,090		2,100		1.45
								108,360		109,096		75.44
Specialty Retail
Apro, LLC.	(4)(8)	SOFR +	3.75%	9.08%	6/26/2031	3,952		3,942		3,957		2.74
HomeServe USA Holding Corp	(8)	SOFR +	2.50%	7.84%	10/21/2030	827		827		830		0.57
								4,769		4,787		3.31

189

BCRED Verdelite JV LP Condensed Consolidated Schedule of Investments June 30, 2024 (in thousands) (Unaudited)
Investments (1)	Footnotes	Reference Rate and Spread (2)		Interest Rate (2)(15)	Maturity Date	Par Amount/Units (1)		Cost (3)		Fair Value		% of Net Assets
First Lien Debt (continued)
Technology Hardware, Storage & Peripherals
Xerox Corp	(9)	SOFR +	4.00%	9.33%	11/17/2029	$	2,419	$	2,389	$	2,420	1.67	%
Trading Companies & Distributors
American Builders & Contractors Supply Co, Inc.	(8)	SOFR +	2.00%	7.33%	1/31/2031	683		682		685		0.47
Avolon TLB Borrower 1 US LLC	(9)	SOFR +	2.00%	7.33%	6/22/2028	2,744		2,724		2,750		1.90
Core & Main, LP	(4)(8)	SOFR +	2.25%	7.56%	2/9/2031	1,083		1,079		1,086		0.75
Foundation Building Materials, Inc.	(9)	SOFR +	3.25%	8.84%	1/31/2028	2,977		2,951		2,949		2.04
Icebox Holdco III, Inc.	(9)	SOFR +	3.75%	9.35%	12/22/2028	4,343		4,205		4,362		3.02
Johnstone Supply LLC	(8)	SOFR +	3.00%	8.33%	6/7/2031	1,298		1,295		1,301		0.90
LBM Acquisition, LLC	(10)	SOFR +	3.75%	9.18%	5/31/2031	6,021		5,961		5,928		4.10
Park River Holdings, Inc.	(10)	SOFR +	3.25%	8.81%	12/28/2027	2,446		2,425		2,397		1.66
Sunsource Borrower LLC	(8)	SOFR +	4.00%	9.42%	3/25/2031	1,751		1,742		1,756		1.21
White Cap Buyer, LLC	(8)	SOFR +	3.25%	8.59%	10/19/2029	4,585		4,573		4,598		3.18
Windsor Holdings III, LLC	(8)	SOFR +	4.00%	9.34%	8/1/2030	1,850		1,850		1,864		1.29
								29,487		29,676		20.52
Transportation Infrastructure
KKR Apple Bidco, LLC	(9)	SOFR +	2.75%	8.21%	9/23/2028	1,985		1,976		1,988		1.37
Wireless Telecommunication Services
CCI Buyer, Inc.	(10)	SOFR +	4.00%	9.33%	12/17/2027	4,326		4,282		4,336		3.00
Total First Lien Debt								674,983		680,953		470.91
Total Investment Portfolio								674,983		680,953		470.91
Cash and Cash Equivalents
Other Cash and Cash Equivalents								6,587		6,587		4.56
Total Portfolio Investments, Cash and Cash Equivalents								$	681,570	$	687,540	475.47	%

(1)Unless otherwise indicated, all debt and equity investments held by the Company (which such term “Company” shall include the Company’s consolidated subsidiaries for purposes of this Consolidated Schedule of Investments) are denominated in dollars. As of June 30, 2024, the Company had investments denominated in Canadian Dollars (CAD), Euros (EUR), British Pounds (GBP), Swiss Francs (CHF), Danish Krone (DKK), Swedish Krona (SEK), Norwegian Krone (NOK), and New Zealand Dollars (NZD). All debt investments are income producing unless otherwise indicated. All equity investments are non-income producing unless otherwise noted. Certain portfolio company investments are subject to contractual restrictions on sales. The total par amount (in thousands) is presented for debt investments, while the number of shares or units (in whole amounts) owned is presented for equity investments. Each of the Company’s investments is pledged as collateral, under one or more of its credit facilities unless otherwise indicated.

(2)Variable rate loans to the portfolio companies bear interest at a rate that is determined by reference to either Canadian Dollar Offered Rate (“CDOR” or “C”), Sterling Overnight Interbank Average Rate (“SONIA” or “S”), Euro Interbank Offer Rate (“Euribor” or “E”), Secured Overnight Financing Rate (“SOFR”), Stockholm Interbank Offered Rate (“STIBOR” or “ST”), Copenhagen Interbank Offered Rate (“CIBOR” or “CI”), Norwegian Interbank Offered Rate (“NIBOR” or “N”), Swiss Average Rate Overnight (“SARON” or “SA”), New Zealand Bank Bill Reference Rate (“BKBM” or “B”), or an alternate base rate (commonly based on the Federal Funds Rate (“F”) or the U.S. Prime Rate (“P”)), which generally resets periodically. For each loan, the Company has indicated the reference rate used and provided the spread and the interest rate in effect as of June 30, 2024. Variable rate loans typically include an interest reference rate floor feature.

(3)The cost represents the original cost adjusted for the amortization of discounts and premiums, as applicable, on debt investments using the effective interest method in accordance with accounting principles generally accepted in the United States of America (“GAAP”).

(4)These investments were valued using unobservable inputs and are considered Level 3 investments. Fair value was determined in good faith by or under the direction of the Board of Trustees (the “Board”) (see Note 2 and Note 5), pursuant to the Company’s valuation policy.

(5)These debt investments are not pledged as collateral under any of the Company's credit facilities. For other debt investments that are pledged to the Company's credit facilities, a single investment may be divided into parts that are individually pledged as collateral to separate credit facilities. Any other debt investments listed above are pledged to financing facilities or CLOs and are not available to satisfy the creditors of the Company.

(6)Reserved

(7)Position or portion thereof is an unfunded loan commitment, and no interest is being earned on the unfunded portion, although the investment may be subject to unused commitment fees. Negative cost and fair value results from unamortized fees, which are capitalized to the investment cost. The unfunded loan

190

commitment may be subject to a commitment termination date that may expire prior to the maturity date stated. See below for more information on the Company’s unfunded commitments (all commitments are first lien, unless otherwise noted):

Investments	Commitment Type	Commitment Expiration Date	Unfunded Commitment		Fair Value
ABG Intermediate Holdings 2 LLC	Delayed Draw Term Loan	6/13/2025	$	670	$	—
Chrysaor Bidco S.à r.l.	Delayed Draw Term Loan	5/15/2026	57		—
Groundworks, LLC	Delayed Draw Term Loan	3/14/2026	248		—
Ryan, LLC	Delayed Draw Term Loan	11/14/2024	159		—
Touchdown Acquirer, Inc.	Delayed Draw Term Loan	2/21/2026	251		—
Total unfunded commitments			$	1,385	$	—

(8)There are no interest rate floors on these investments.

(9)The interest rate floor on these investments as of June 30, 2024 was 0.50%.

(10)The interest rate floor on these investments as of June 30, 2024 was 0.75%.

(11)The interest rate floor on these investments as of June 30, 2024 was 1.00%.

(12)The interest rate floor on these investments as of June 30, 2024 was 1.25%.

(13)The interest rate floor on these investments as of June 30, 2024 was 1.50%.

(14)The interest rate floor on these investments as of June 30, 2024 was 2.00%.

(15)For unsettled positions the interest rate does not include the base rate.

191

The following table presents the consolidated schedule of investments of the Verdelite JV as of December 31, 2023:

BCRED Verdelite JV LP Condensed Consolidated Schedule of Investments December 31, 2023 (in thousands) (Unaudited)
Investments (1)	Footnotes	Reference Rate and Spread (2)		Interest Rate (2)(15)	Maturity Date	Par Amount/Units (1)		Cost (3)		Fair Value		% of Net Assets
First Lien Debt
Aerospace & Defense
Amentum Government Services Holdings, LLC	(8)	SOFR +	4.00%	9.47%	1/29/2027	$	420	$	417	$	421	0.29	%
Atlas CC Acquisition Corp.	(10)	SOFR +	4.25%	9.90%	5/25/2028	2,657		2,480		2,482		1.68
Avolon TLB Borrower 1 US LLC	(9)	SOFR +	2.00%	7.36%	6/22/2028	2,758		2,733		2,767		1.87
Dynasty Acquisition Co Inc	(8)	SOFR +	4.00%	9.35%	8/24/2028	2,992		2,996		3,004		2.03
LSF11 Trinity Bidco Inc	(8)	SOFR +	4.00%	9.36%	6/14/2030	2,293		2,287		2,310		1.56
Peraton Corp.	(10)	SOFR +	3.75%	9.21%	2/1/2028	5,033		4,966		5,052		3.42
TransDigm Inc	(8)	SOFR +	3.25%	8.60%	2/14/2031	4,993		4,996		5,022		3.40
Vertex Aerospace Services Corp.	(10)	SOFR +	3.25%	8.71%	12/6/2028	3,054		3,026		3,061		2.07
								23,901		24,119		16.32
Air Freight & Logistics
Forward Air Corporation	(10)	SOFR +	4.50%	9.90%	9/20/2030	3,000		2,880		2,852		1.93
The Kenan Advantage Group, Inc.	(10)	SOFR +	3.86%	9.22%	3/24/2026	3,554		3,491		3,548		2.40
								6,371		6,400		4.33
Airlines
American Airlines, Inc.	(8)	SOFR +	2.75%	8.60%	2/15/2028	3,000		2,970		3,001		2.03
Brown Group Holding, LLC	(9)	SOFR +	2.75%	8.21%	6/7/2028	3,989		3,969		3,998		2.71
United Airlines, Inc.	(10)	SOFR +	3.75%	9.22%	4/21/2028	2,748		2,728		2,762		1.87
								9,667		9,761		6.61
Auto Components
Clarios Global LP	(8)	SOFR +	3.75%	9.11%	5/6/2030	2,913		2,900		2,924		1.98
Metis Buyer, Inc.	(10)	SOFR +	4.00%	9.47%	5/4/2028	2,985		2,962		2,994		2.03
Belron Finance US LLC	(4)(9)	SOFR +	2.25%	7.63%	4/18/2029	758		758		761		0.52
First Brands Group, LLC	(11)	SOFR +	5.00%	10.88%	3/30/2027	3,322		3,262		3,303		2.24
Phinia Inc	(4)(8)	SOFR +	4.00%	9.46%	7/3/2028	1,746		1,683		1,755		1.19
								11,565		11,737		7.96
Beverages
Triton Water Holdings, Inc.	(9)	SOFR +	3.25%	8.86%	3/31/2028	3,458		3,285		3,432		2.32
Building Products
Cornerstone Building Brands, Inc.	(9)	SOFR +	3.25%	8.71%	4/12/2028	3,990		3,921		3,998		2.71
Griffon Corporation	(9)	SOFR +	2.25%	7.75%	1/24/2029	1,178		1,167		1,182		0.80
Oscar AcquisitionCo LLC	(9)	SOFR +	4.50%	9.95%	4/29/2029	4,816		4,686		4,777		3.23
Tamko Building Product, LLC	(8)	SOFR +	3.50%	8.87%	9/20/2030	1,782		1,781		1,793		1.21
The Chamberlain Group, Inc.	(9)	SOFR +	3.25%	8.71%	11/3/2028	4,557		4,361		4,552		3.08
								15,916		16,302		11.03
Capital Markets
Advisor Group Holdings, Inc.	(8)	SOFR +	4.50%	9.86%	8/17/2028	4,072		4,065		4,090		2.77
Apex Group Treasury, LLC	(9)	SOFR +	3.75%	9.38%	7/27/2028	3,555		3,445		3,546		2.40
Aretec Group, Inc.	(8)	SOFR +	4.50%	9.95%	8/9/2030	4,437		4,355		4,440		3.01
Citco Funding LLC	(9)	SOFR +	3.25%	8.64%	4/27/2028	998		993		1,002		0.68
Focus Financial Partners LLC	(9)	SOFR +	3.50%	8.86%	6/30/2028	2,015		1,986		2,023		1.37
The Edelman Financial Engines Center, LLC	(10)	SOFR +	3.50%	8.97%	4/7/2028	3,713		3,622		3,723		2.52
								18,466		18,824		12.75

192

BCRED Verdelite JV LP Condensed Consolidated Schedule of Investments December 31, 2023 (in thousands) (Unaudited)
Investments (1)	Footnotes	Reference Rate and Spread (2)		Interest Rate (2)(15)	Maturity Date	Par Amount/Units (1)		Cost (3)		Fair Value		% of Net Assets
First Lien Debt (continued)
Chemicals
Nouryon USA LLC	(8)	SOFR +	4.00%	9.47%	4/3/2028	$	2,992	$	2,989	$	3,008	2.04	%
Starfruit Finco BV	(8)	SOFR +	4.00%	9.44%	4/3/2028	794		787		798		0.54
								3,776		3,806		2.58
Commercial Services & Supplies
Access CIG, LLC	(9)	SOFR +	5.00%	10.39%	8/18/2028	3,756		3,580		3,767		2.55
Allied Universal Holdco, LLC	(9)	SOFR +	3.75%	9.21%	5/12/2028	2,560		2,456		2,553		1.73
Allied Universal Holdco, LLC	(9)	SOFR +	4.75%	10.11%	5/12/2028	1,995		1,941		2,000		1.35
Anticimex, Inc.	(9)	SOFR +	3.15%	8.46%	11/16/2028	5,399		5,332		5,403		3.66
APX Group, Inc.	(9)	SOFR +	3.25%	8.92%	7/10/2028	3,303		3,178		3,309		2.24
Belfor Holdings Inc	(9)	SOFR +	3.75%	9.10%	11/1/2030	1,081		1,071		1,086		0.74
Covanta Holding Corp	(9)	SOFR +	3.00%	8.36%	11/30/2028	1,039		1,030		1,042		0.71
DG Investment Intermediate Holdings 2, Inc.	(10)	SOFR +	3.75%	9.22%	3/31/2028	1,763		1,706		1,751		1.19
EAB Global, Inc.	(9)	SOFR +	3.50%	8.97%	8/16/2028	4,548		4,458		4,548		3.08
Garda World Security Corp.	(8)	SOFR +	4.25%	9.72%	10/30/2026	2,350		2,291		2,357		1.60
Garda World Security Corp.	(8)	SOFR +	4.25%	9.62%	2/1/2029	1,500		1,504		1,504		1.02
Genuine Financial Holdings, LLC	(8)	SOFR +	4.00%	9.39%	9/27/2030	3,990		3,954		3,986		2.70
Prime Security Services Borrower, LLC	(8)	SOFR +	2.50%	7.84%	10/14/2030	1,322		1,309		1,328		0.90
TRC Companies, Inc (fka Bolt Infrastructure Merger Sub, Inc)	(9)	SOFR +	3.75%	9.22%	12/8/2028	5,550		5,418		5,550		3.76
Vaco Holdings, Inc.	(10)	SOFR +	5.00%	10.43%	1/21/2029	1,740		1,693		1,722		1.17
								40,921		41,906		28.40
Construction & Engineering
Aegion Corporation	(10)	SOFR +	4.75%	10.39%	5/17/2028	2,998		2,985		3,004		2.03
Refficiency Holdings, LLC	(10)	SOFR +	3.50%	8.96%	12/16/2027	5,451		5,376		5,465		3.70
								8,361		8,469		5.73
Construction Materials
Summit Materials, LLC	(8)	SOFR +	2.50%	7.89%	11/30/2028	1,255		1,252		1,261		0.85
White Cap Buyer, LLC	(9)	SOFR +	3.75%	9.11%	10/19/2027	5,611		5,518		5,629		3.81
								6,770		6,890		4.66
Containers & Packaging
Berlin Packaging, LLC	(9)	SOFR +	3.75%	9.21%	3/11/2028	4,500		4,420		4,511		3.05
Charter NEX US, Inc.	(10)	SOFR +	3.75%	9.22%	12/1/2027	4,807		4,755		4,835		3.27
Graham Packaging Co, Inc.	(10)	SOFR +	3.00%	8.47%	8/4/2027	3,000		3,000		3,008		2.04
Novolex, Inc.	(9)	SOFR +	4.18%	9.63%	4/13/2029	3,798		3,730		3,819		2.59
ProAmpac PG Borrower, LLC	(10)	SOFR +	4.50%	9.89%	9/15/2028	5,110		5,061		5,126		3.47
Ring Container Technologies Group, LLC	(9)	SOFR +	3.50%	8.97%	8/12/2028	2,129		2,116		2,137		1.45
TricorBraun Holdings, Inc.	(9)	SOFR +	3.25%	8.72%	3/3/2028	4,548		4,413		4,528		3.07
Trident TPI Holdings, Inc.	(9)	SOFR +	4.00%	9.61%	9/15/2028	3,303		3,207		3,298		2.23
Trident TPI Holdings, Inc.	(9)	SOFR +	3.25%	8.70%	9/15/2028	997		984		1,000		0.68
								31,686		32,262		21.85
Distributors
Fastlane Parent Co Inc	(9)	SOFR +	4.50%	9.85%	9/29/2028	3,773		3,730		3,774		2.55

193

BCRED Verdelite JV LP Condensed Consolidated Schedule of Investments December 31, 2023 (in thousands) (Unaudited)
Investments (1)	Footnotes	Reference Rate and Spread (2)		Interest Rate (2)(15)	Maturity Date	Par Amount/Units (1)		Cost (3)		Fair Value		% of Net Assets
First Lien Debt (continued)
Diversified Consumer Services
Ascend Learning, LLC	(9)	SOFR +	3.50%	8.96%	12/11/2028	$	4,157	$	4,016	$	4,092	2.77	%
Colibri Group, LLC	(10)	SOFR +	5.00%	10.58%	3/12/2029	4,247		4,137		4,253		2.88
EM Bidco Limited	(9)	SOFR +	4.25%	9.70%	7/6/2029	2,992		2,929		2,974		2.01
Pre-Paid Legal Services, Inc.	(9)	SOFR +	3.75%	9.22%	12/15/2028	3,298		3,246		3,280		2.22
Spring Education Group, Inc.	(8)	SOFR +	4.50%	9.85%	9/29/2030	3,421		3,339		3,435		2.33
TruGreen Limited Partnership	(10)	SOFR +	4.00%	9.46%	11/2/2027	274		255		266		0.18
University Support Services, LLC	(9)	SOFR +	3.25%	8.71%	2/10/2029	3,555		3,512		3,560		2.41
Weld North Education, LLC	(9)	SOFR +	3.75%	9.22%	12/21/2027	5,045		5,010		5,052		3.42
								26,444		26,912		18.22
Diversified Financial Services
Mitchell International, Inc.	(9)	SOFR +	3.75%	9.40%	10/15/2028	3,960		3,805		3,964		2.68
Polaris Newco, LLC	(9)	SOFR +	4.00%	9.47%	6/2/2028	2,281		2,197		2,253		1.53
Sedgwick Claims Management Services, Inc.	(8)	SOFR +	3.75%	9.11%	2/24/2028	2,965		2,940		2,977		2.02
								8,942		9,194		6.23
Diversified REITs
Iron Mountain Information Management LLC	(8)	SOFR +	2.25%	7.63%	1/31/2031	860		853		861		0.58
Diversified Telecommunication Services
Numericable US, LLC	(8)	SOFR +	5.50%	10.89%	8/15/2028	3,770		3,730		3,397		2.30
Zacapa, LLC	(9)	SOFR +	4.00%	9.35%	3/22/2029	4,551		4,451		4,548		3.08
								8,181		7,945		5.38
Electric Utilities
Tiger Acquisition, LLC	(4)(9)	SOFR +	3.25%	8.71%	6/1/2028	2,000		1,985		1,994		1.35
Vistra Operations Co LLC	(8)	SOFR +	1.75%	7.21%	12/20/2030	2,647		2,621		2,650		1.79
								4,606		4,644		3.14
Electrical Equipment
Madison IAQ, LLC	(9)	SOFR +	3.25%	8.72%	6/21/2028	4,250		4,117		4,243		2.87
Electronic Equipment, Instruments & Components
Infinite Bidco, LLC	(9)	SOFR +	3.75%	9.39%	3/2/2028	2,666		2,579		2,606		1.76
Financial Services
Paysafe Holdings US Corp	(9)	SOFR +	2.75%	8.21%	6/28/2028	1,994		1,984		1,992		1.35
Food Products
CHG PPC Parent LLC	(4)(9)	SOFR +	3.00%	8.47%	12/8/2028	2,977		2,897		2,984		2.02
Ground Transportation
Uber Technologies, Inc.	(8)	SOFR +	2.75%	8.13%	3/3/2030	1,941		1,936		1,949		1.32
Health Care Equipment & Supplies
Auris Luxembourg III Sarl	(8)	SOFR +	3.75%	9.62%	2/27/2026	2,147		2,013		2,125		1.44
Resonetics, LLC	(10)	SOFR +	4.00%	9.65%	4/28/2028	3,551		3,456		3,558		2.41
Sunshine Luxembourg VII S.à r.l, LLC	(10)	SOFR +	3.50%	8.95%	10/1/2026	3,773		3,695		3,797		2.57
								9,164		9,480		6.42

194

BCRED Verdelite JV LP Condensed Consolidated Schedule of Investments December 31, 2023 (in thousands) (Unaudited)
Investments (1)	Footnotes	Reference Rate and Spread (2)		Interest Rate (2)(15)	Maturity Date	Par Amount/Units (1)		Cost (3)		Fair Value		% of Net Assets
First Lien Debt (continued)
Health Care Providers & Services
ADMI Corp.	(9)	SOFR +	3.75%	9.22%	12/23/2027	$	2,175	$	2,085	$	2,073	1.40	%
CD&R Artemis UK Bidco Ltd.	(8)	SOFR +	4.25%	9.70%	8/19/2028	1,000		993		999		0.68
Electron Bidco, Inc.	(9)	SOFR +	3.00%	8.47%	11/1/2028	3,795		3,730		3,810		2.58
Heartland Dental LLC	(10)	SOFR +	5.00%	10.36%	4/28/2028	3,968		3,848		3,966		2.68
Pediatric Associates Holding Co., LLC	(9)	SOFR +	3.25%	8.72%	12/29/2028	647		638		628		0.43
Surgery Centers Holdings, Inc.	(10)	SOFR +	3.50%	8.86%	12/19/2030	948		938		953		0.64
								12,232		12,429		8.41
Health Care Technology
athenahealth, Inc.	(9)	SOFR +	3.25%	8.61%	2/15/2029	4,538		4,262		4,524		3.06
Gainwell Acquisition Corp.	(10)	SOFR +	4.00%	9.49%	10/1/2027	1,995		1,929		1,945		1.32
Netsmart Technologies, Inc.	(10)	SOFR +	3.75%	9.22%	10/1/2027	2,909		2,850		2,918		1.98
Verscend Holding Corp.	(8)	SOFR +	4.00%	9.47%	8/27/2025	3,551		3,544		3,567		2.41
Waystar Technologies, Inc.	(8)	SOFR +	4.00%	9.47%	10/22/2026	3,649		3,612		3,667		2.48
								16,197		16,621		11.25
Hotels, Restaurants & Leisure
Alterra Mountain Company	(9)	SOFR +	3.50%	8.97%	8/17/2028	2,303		2,284		2,309		1.56
Caesars Entertainment Inc	(9)	SOFR +	3.25%	8.71%	2/6/2030	1,620		1,606		1,626		1.10
Carnival Finance LLC	(10)	SOFR +	3.25%	8.71%	10/18/2028	2,992		2,992		3,001		2.03
FanDuel Group Financing LLC	(9)	SOFR +	2.25%	7.60%	11/25/2030	2,423		2,417		2,433		1.65
Fertitta Entertainment, LLC	(9)	SOFR +	4.00%	9.36%	1/27/2029	3,759		3,682		3,765		2.55
Fogo de Chao, Inc.	(9)	SOFR +	4.75%	10.14%	9/30/2030	545		534		536		0.36
IRB Holding Corp.	(10)	SOFR +	3.00%	8.46%	12/15/2027	5,556		5,494		5,572		3.77
Mic Glen, LLC	(9)	SOFR +	3.25%	8.72%	7/21/2028	3,404		3,304		3,406		2.31
New Red Finance, Inc.	(8)	SOFR +	2.25%	7.61%	9/12/2030	925		921		927		0.63
Scientific Games Holdings LP	(9)	SOFR +	3.25%	8.66%	4/4/2029	2,992		2,981		2,997		2.03
Tacala Investment Corp.	(10)	SOFR +	4.00%	9.47%	2/5/2027	3,549		3,456		3,568		2.42
Whatabrands LLC	(9)	SOFR +	3.00%	8.47%	8/3/2028	4,552		4,475		4,566		3.09
								34,146		34,706		23.50
Household Durables
AI Aqua Merger Sub, Inc.	(9)	SOFR +	3.75%	9.09%	7/31/2028	4,796		4,669		4,805		3.25
AI Aqua Merger Sub, Inc.	(9)	SOFR +	4.25%	9.61%	7/31/2028	1,000		970		1,006		0.68
								5,639		5,811		3.93
Independent Power and Renewable Electricity Producers
Generation Bridge Northeast LLC	(8)	SOFR +	4.25%	9.65%	8/22/2029	2,109		2,089		2,120		1.43
Industrial Conglomerates
FCG Acquisitions, Inc.	(9)	SOFR +	3.75%	9.22%	3/31/2028	4,944		4,815		4,954		3.35
SPX Flow, Inc.	(9)	SOFR +	4.50%	9.96%	4/5/2029	3,766		3,678		3,783		2.56
Vertical US Newco, Inc.	(9)	SOFR +	3.50%	9.38%	7/30/2027	2,801		2,722		2,811		1.90
								11,215		11,548		7.81

195

BCRED Verdelite JV LP Condensed Consolidated Schedule of Investments December 31, 2023 (in thousands) (Unaudited)
Investments (1)	Footnotes	Reference Rate and Spread (2)		Interest Rate (2)(15)	Maturity Date	Par Amount/Units (1)		Cost (3)		Fair Value		% of Net Assets
First Lien Debt (continued)
Insurance
AmWINS Group, Inc	(10)	SOFR +	2.75%	8.22%	2/19/2028	$	937	$	930	$	941	0.64	%
AssuredPartners, Inc.	(9)	SOFR +	3.50%	8.97%	2/12/2027	3,776		3,719		3,790		2.57
Baldwin Risk Partners, LLC	(9)	SOFR +	3.50%	8.97%	10/14/2027	5,805		5,780		5,814		3.94
BroadStreet Partners, Inc.	(8)	SOFR +	3.75%	9.11%	1/27/2029	3,304		3,267		3,318		2.25
BroadStreet Partners, Inc.	(8)	SOFR +	3.00%	8.47%	1/27/2027	3,302		3,228		3,311		2.24
Howden Group Holdings Limited	(9)	SOFR +	4.00%	9.36%	4/18/2030	2,430		2,342		2,438		1.65
Howden Group Holdings Limited	(10)	SOFR +	3.25%	8.75%	11/12/2027	3,795		3,738		3,808		2.58
NFP Corp.	(8)	SOFR +	3.25%	8.72%	2/15/2027	4,299		4,198		4,327		2.93
USI, Inc.	(9)	SOFR +	3.25%	8.60%	9/29/2030	1,012		1,010		1,015		0.69
								28,212		28,762		19.49
Interactive Media & Services
MH Sub I, LLC	(9)	SOFR +	4.25%	9.61%	5/3/2028	3,980		3,893		3,920		2.65
MH Sub I, LLC	(11)	SOFR +	3.75%	9.22%	9/13/2024	1,102		1,095		1,106		0.75
Project Boost Purchaser, LLC	(9)	SOFR +	3.50%	8.97%	5/30/2026	4,048		3,972		4,057		2.75
								8,960		9,083		6.15
IT Services
Ahead DB Holdings, LLC	(10)	SOFR +	3.75%	9.20%	10/18/2027	2,494		2,475		2,488		1.68
Dcert Buyer, Inc.	(8)	SOFR +	4.00%	9.36%	10/16/2026	2,068		2,022		2,054		1.39
Endurance International Group Holdings, Inc.	(10)	SOFR +	3.50%	9.42%	2/10/2028	3,067		2,879		3,013		2.04
GI Consilio Parent, LLC	(8)	SOFR +	4.25%	9.65%	5/12/2028	1,500		1,481		1,495		1.01
Virtusa Corp.	(10)	SOFR +	3.75%	9.22%	2/11/2028	5,045		5,000		5,064		3.43
World Wide Technology Holding Co, LLC	(9)	SOFR +	3.25%	8.71%	3/1/2030	1,006		997		1,011		0.68
								14,854		15,125		10.23
Leisure Products
Motion Finco, LLC	(8)	SOFR +	3.25%	8.86%	11/12/2026	2,551		2,495		2,556		1.73
Recess Holdings, Inc.	(4)(11)	SOFR +	4.00%	9.39%	3/29/2027	602		596		607		0.41
								3,091		3,163		2.14
Life Sciences Tools & Services
IQVIA Inc	(8)	SOFR +	2.00%	7.39%	1/2/2031	438		438		440		0.30
LSCS Holdings, Inc.	(9)	SOFR +	4.50%	9.97%	12/16/2028	2,456		2,372		2,425		1.64
Packaging Coordinators Midco, Inc.	(10)	SOFR +	3.50%	9.11%	11/30/2027	3,551		3,483		3,557		2.41
Phoenix Newco, Inc.	(9)	SOFR +	3.25%	8.72%	11/15/2028	2,992		2,996		3,014		2.04
								9,289		9,436		6.39
Machinery
Chart Industries, Inc.	(9)	SOFR +	3.25%	8.69%	3/16/2030	2,289		2,295		2,297		1.55
Innio North America Holding Inc	(8)	SOFR +	4.25%	9.63%	11/2/2028	677		673		678		0.46
Pro Mach Group, Inc.	(11)	SOFR +	4.00%	9.47%	8/31/2028	3,748		3,696		3,764		2.55
								6,664		6,739		4.56
Media
Radiate Holdco, LLC	(10)	SOFR +	3.25%	8.72%	9/25/2026	2,962		2,781		2,386		1.62
Univision Communications Inc	(10)	SOFR +	3.25%	8.71%	1/31/2029	4,987		4,985		4,989		3.38
Virgin Media Bristol, LLC	(8)	SOFR +	3.25%	8.79%	3/31/2031	2,727		2,703		2,722		1.84
								10,469		10,097		6.84
Metals & Mining
Arsenal AIC Parent LLC	(8)	SOFR +	4.50%	9.85%	8/18/2030	644		638		647		0.44

196

BCRED Verdelite JV LP Condensed Consolidated Schedule of Investments December 31, 2023 (in thousands) (Unaudited)
Investments (1)	Footnotes	Reference Rate and Spread (2)		Interest Rate (2)(15)	Maturity Date	Par Amount/Units (1)		Cost (3)		Fair Value		% of Net Assets
First Lien Debt (continued)
Oil, Gas & Consumable Fuels
CQP Holdco, LP	(9)	SOFR +	3.00%	8.38%	12/31/2030	$	3,451	$	3,434	$	3,463	2.34	%
Freeport LNG Investments, LLLP	(9)	SOFR +	3.50%	9.18%	12/21/2028	3,000		2,970		3,003		2.03
GIP Pilot Acquisition Partners LP	(8)	SOFR +	3.00%	8.39%	10/4/2030	1,122		1,117		1,124		0.76
								7,521		7,590		5.13
Professional Services
AlixPartners, LLP	(9)	SOFR +	2.75%	8.21%	2/4/2028	1,374		1,365		1,379		0.93
APFS Staffing Holdings Inc	(9)	SOFR +	4.00%	9.36%	12/29/2028	3,930		3,839		3,908		2.65
Aqgen Island Holdings, Inc.	(9)	SOFR +	3.50%	8.97%	8/2/2028	3,645		3,565		3,643		2.47
Camelot US Acquisition, LLC	(11)	SOFR +	3.00%	8.47%	10/30/2026	2,904		2,880		2,912		1.97
Cast & Crew Payroll, LLC	(8)	SOFR +	3.75%	9.22%	2/9/2026	3,504		3,480		3,510		2.38
Deerfield Dakota Holding, LLC	(11)	SOFR +	3.75%	9.10%	4/9/2027	3,772		3,693		3,744		2.53
EP Purchaser, LLC	(9)	SOFR +	3.50%	9.11%	11/6/2028	488		469		485		0.33
Inmar, Inc.	(11)	SOFR +	5.50%	10.85%	5/1/2026	2,073		2,014		2,053		1.39
OMNIA Partners LLC	(7)(8)	SOFR +	4.25%	9.63%	7/25/2030	2,187		2,165		2,205		1.49
Ryan LLC	(7)(9)	SOFR +	4.50%	9.85%	11/14/2030	1,508		1,478		1,516		1.03
VT Topco, Inc.	(9)	SOFR +	4.25%	9.61%	8/9/2030	1,036		1,027		1,043		0.71
								25,975		26,398		17.88
Real Estate Management & Development
Cushman & Wakefield US Borrower LLC	(9)	SOFR +	3.25%	8.71%	1/31/2030	997		975		992		0.67
Cushman & Wakefield US Borrower LLC	(9)	SOFR +	4.00%	9.36%	1/31/2030	1,712		1,672		1,714		1.16
								2,647		2,706		1.83
Software
Apttus Corp.	(10)	SOFR +	4.00%	9.47%	5/8/2028	3,564		3,424		3,577		2.42
Boxer Parent Company, Inc.	(8)	SOFR +	4.25%	9.61%	12/29/2028	3,793		3,755		3,825		2.59
CDK Global Inc.	(9)	SOFR +	4.00%	9.35%	7/6/2029	2,000		2,005		2,014		1.36
Cloudera, Inc.	(9)	SOFR +	3.75%	9.21%	10/8/2028	3,569		3,454		3,544		2.40
ConnectWise, LLC	(9)	SOFR +	3.50%	9.11%	9/29/2028	3,530		3,422		3,530		2.39
Cornerstone OnDemand, Inc.	(9)	SOFR +	3.75%	9.22%	10/16/2028	2,172		1,992		2,107		1.43
Delta Topco, Inc.	(10)	SOFR +	3.75%	9.12%	12/1/2027	4,000		3,995		4,003		2.71
ECI Macola Max Holding, LLC	(10)	SOFR +	3.75%	9.36%	11/9/2027	4,505		4,443		4,512		3.05
Epicor Software Corp.	(10)	SOFR +	3.25%	8.72%	7/30/2027	3,554		3,490		3,571		2.42
Epicor Software Corp.	(10)	SOFR +	3.75%	9.10%	7/30/2027	273		270		275		0.19
GI Consilio Parent, LLC	(9)	SOFR +	4.00%	9.47%	5/12/2028	2,123		2,043		2,119		1.43
Greeneden U.S. Holdings II, LLC	(10)	SOFR +	4.00%	9.47%	12/1/2027	2,568		2,544		2,582		1.75
GTCR Investors LP	(9)	SOFR +	3.00%	8.40%	1/31/2031	3,335		3,319		3,354		2.27
HS Purchaser, LLC	(10)	SOFR +	4.00%	9.48%	11/19/2026	3,554		3,312		3,377		2.29
Idera, Inc.	(10)	SOFR +	3.75%	9.28%	3/2/2028	1,870		1,799		1,864		1.26
Instructure Holdings Inc	(9)	SOFR +	2.75%	8.68%	10/30/2028	2,976		2,972		2,995		2.03
ION Trading Finance Ltd.	(8)	SOFR +	4.75%	10.20%	4/3/2028	2,992		2,985		3,000		2.03
Mitnick Purchaser, Inc.	(9)	SOFR +	4.50%	9.98%	5/2/2029	3,404		3,316		3,231		2.19
NortonLifeLock, Inc.	(9)	SOFR +	2.00%	7.46%	9/12/2029	3,539		3,517		3,548		2.40
Project Alpha Intermediate Holding, Inc.	(8)	SOFR +	4.75%	10.11%	10/28/2030	5,283		5,186		5,322		3.60
Proofpoint, Inc.	(9)	SOFR +	3.25%	8.72%	8/31/2028	3,990		3,970		3,997		2.71

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BCRED Verdelite JV LP Condensed Consolidated Schedule of Investments December 31, 2023 (in thousands) (Unaudited)
Investments (1)	Footnotes	Reference Rate and Spread (2)		Interest Rate (2)(15)	Maturity Date	Par Amount/Units (1)		Cost (3)		Fair Value		% of Net Assets
First Lien Debt (continued)
Software (continued)
Quartz Acquireco LLC	(4)(8)	SOFR +	3.50%	8.82%	6/28/2030	$	1,350	$	1,337	$	1,356	0.92	%
RealPage, Inc.	(9)	SOFR +	3.00%	8.47%	4/24/2028	2,768		2,684		2,753		1.86
Rocket Software, Inc.	(9)	SOFR +	4.75%	10.11%	11/28/2028	2,598		2,561		2,558		1.73
S2P Acquisition Borrower, Inc.	(8)	SOFR +	4.00%	9.46%	8/14/2026	3,554		3,484		3,566		2.41
Sophia, LP	(9)	SOFR +	3.50%	8.96%	10/7/2027	3,303		3,223		3,314		2.24
Sovos Compliance, LLC	(9)	SOFR +	4.50%	9.97%	8/11/2028	3,555		3,495		3,519		2.38
Surf Holdings, LLC	(8)	SOFR +	3.50%	8.97%	3/5/2027	3,554		3,520		3,566		2.41
Symphony Technology Group	(10)	SOFR +	5.00%	10.64%	7/27/2028	3,564		3,304		2,550		1.73
Symphony Technology Group	(9)	SOFR +	3.75%	9.19%	3/1/2029	3,555		3,422		3,550		2.40
The Ultimate Software Group, Inc.	(9)	SOFR +	3.25%	8.76%	5/4/2026	4,342		4,262		4,359		2.95
Vision Solutions, Inc.	(10)	SOFR +	4.00%	9.64%	4/24/2028	3,670		3,431		3,648		2.47
								99,936		101,086		68.42
Specialty Retail
EG America, LLC	(8)	SOFR +	5.50%	11.24%	2/7/2028	2,138		2,068		2,106		1.43
HomeServe USA Holding Corp	(8)	SOFR +	3.00%	8.33%	10/21/2030	829		821		833		0.56
								2,889		2,939		1.99
Technology Hardware, Storage & Peripherals
Xerox Corp	(9)	SOFR +	4.00%	9.35%	11/17/2029	1,200		1,165		1,204		0.81
Trading Companies & Distributors
Foundation Building Materials, Inc.	(9)	SOFR +	3.25%	8.89%	1/31/2028	2,992		2,963		2,988		2.02
Icebox Holdco III, Inc.	(9)	SOFR +	3.50%	9.11%	12/22/2028	4,365		4,210		4,342		2.94
LBM Acquisition, LLC	(10)	SOFR +	3.75%	9.21%	12/17/2027	2,992		2,889		2,964		2.01
SRS Distribution, Inc.	(9)	SOFR +	3.50%	8.97%	6/2/2028	4,561		4,403		4,575		3.10
Windsor Holdings III, LLC	(8)	SOFR +	4.50%	9.84%	8/1/2030	1,859		1,824		1,875		1.27
								16,289		16,744		11.34
Transportation Infrastructure
KKR Apple Bidco, LLC	(9)	SOFR +	2.75%	8.21%	9/22/2028	1,995		1,985		1,996		1.35
Wireless Telecommunication Services
CCI Buyer, Inc.	(10)	SOFR +	4.00%	9.35%	12/17/2027	4,451		4,378		4,444		3.01
Total First Lien Debt								582,598		591,886		400.71
Total Investment Portfolio								582,598		591,886		400.71
Cash and Cash Equivalents
Other Cash and Cash Equivalents								6,307		6,307		4.27
Total Portfolio Investments, Cash and Cash Equivalents								$	588,905	$	598,193	404.98	%

(1)Unless otherwise indicated, all debt and equity investments held by the Company (which such term “Company” shall include the Company’s consolidated subsidiaries for purposes of this Consolidated Schedule of Investments) are denominated in dollars. As of December 31, 2023, the Company had investments denominated in Canadian Dollars (CAD), Euros (EUR), British Pounds (GBP), Swiss Francs (CHF), Danish Krone (DKK), Swedish Krona (SEK), Norwegian Krone (NOK), and New Zealand Dollars (NZD). All debt investments are income producing unless otherwise indicated. All equity investments are non-income producing unless otherwise noted. Certain portfolio company investments are subject to contractual restrictions on sales. The total par amount (in thousands) is presented for debt investments, while the number of shares or units (in whole amounts) owned is presented for equity investments. Each of the Company’s investments is pledged as collateral, under one or more of its credit facilities unless otherwise indicated.

(2)Variable rate loans to the portfolio companies bear interest at a rate that is determined by reference to either Canadian Dollar Offered Rate (“CDOR” or “C”), Sterling Overnight Interbank Average Rate (“SONIA” or “S”), Euro Interbank Offer Rate (“Euribor” or “E”), Secured Overnight Financing Rate (“SOFR”), Stockholm Interbank Offered Rate (“STIBOR” or “ST”), Copenhagen Interbank Offered Rate (“CIBOR” or “CI”), Norwegian Interbank Offered Rate (“NIBOR” or “N”), Swiss Average Rate Overnight (“SARON” or “SA”), New Zealand Bank Bill Reference Rate (“BKBM” or “B”), or an alternate base rate (commonly based on the Federal Funds Rate (“F”) or the U.S. Prime Rate (“P”)), which generally resets periodically. For each loan, the Company has

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indicated the reference rate used and provided the spread and the interest rate in effect as of December 31, 2023. Variable rate loans typically include an interest reference rate floor feature.

(3)The cost represents the original cost adjusted for the amortization of discounts and premiums, as applicable, on debt investments using the effective interest method in accordance with accounting principles generally accepted in the United States of America (“GAAP”).

(4)These investments were valued using unobservable inputs and are considered Level 3 investments. Fair value was determined in good faith by or under the direction of the Board of Trustees (the “Board”) (see Note 2 and Note 5), pursuant to the Company’s valuation policy.

(5)These debt investments are not pledged as collateral under any of the Company's credit facilities. For other debt investments that are pledged to the Company's credit facilities, a single investment may be divided into parts that are individually pledged as collateral to separate credit facilities. Any other debt investments listed above are pledged to financing facilities or CLOs and are not available to satisfy the creditors of the Company.

(6)Reserved

(7)Position or portion thereof is an unfunded loan commitment, and no interest is being earned on the unfunded portion, although the investment may be subject to unused commitment fees. Negative cost and fair value results from unamortized fees, which are capitalized to the investment cost. The unfunded loan commitment may be subject to a commitment termination date that may expire prior to the maturity date stated. See below for more information on the Company’s unfunded commitments (all commitments are first lien, unless otherwise noted):

Investments	Commitment Type	Commitment Expiration Date	Unfunded Commitment		Fair Value
OMNIA Partners LLC	Delayed Draw Term Loan	1/25/2024	$	205	$	—
Ryan LLC	Delayed Draw Term Loan	11/14/2030	159		—
Total unfunded commitments			$	364	$	—

(8)There are no interest rate floors on these investments.

(9)The interest rate floor on these investments as of December 31, 2023 was 0.50%.

(10)The interest rate floor on these investments as of December 31, 2023 was 0.75%.

(11)The interest rate floor on these investments as of December 31, 2023 was 1.00%.

(12)The interest rate floor on these investments as of December 31, 2023 was 1.25%.

(13)The interest rate floor on these investments as of December 31, 2023 was 1.50%.

(14)The interest rate floor on these investments as of December 31, 2023 was 2.00%.

(15)For unsettled positions the interest rate does not include the base rate.

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Blackstone Private Credit Fund

Notes to Condensed Consolidated Financial Statements

(Unaudited)

(in thousands, except share amounts, per share data, percentages and as otherwise noted)

The following table presents the selected consolidated statements of assets and liabilities information of the Verdelite JV as of June 30, 2024 and December 31, 2023 (Unaudited):

	June 30, 2024		December 31, 2023
ASSETS
Investments at fair value (cost of $674,983 and $582,598 at June 30, 2024 and December 31, 2023, respectively)	$	680,953	$	591,886
Cash and cash equivalents	6,587		6,307
Interest receivable	3,333		2,777
Receivable for investments sold	10,785		3,574
Deferred financing costs	297		711
Total assets	$	701,955	$	605,255
LIABILITIES
Debt	$	428,800	$	356,700
Distribution payable	34,075		21,310
Interest payable and other liabilities	94,474		79,513
Total liabilities	557,349		457,523
MEMBERS’ EQUITY
Members’ Equity	144,606		147,732
Total members’ equity	144,606		147,732
Total liabilities and members’ equity	$	701,955	$	605,255

The following table presents the selected consolidated statements of operations information of the Verdelite JV for the three and six months ended June 30, 2024 and June 30, 2023 (Unaudited):

	Three Months Ended June 30,				Six Months Ended June 30,
	2024		2023		2024		2023
Investment income:
Interest income	$	14,349	$	10,970	$	28,820	$	21,613
Other income	9		3		22		113
Total investment income	14,358		10,973		28,842		21,726
Expenses:
Interest expense	8,141		5,562		15,891		11,126
Other expenses	76		75		110		150
Total expenses	8,217		5,637		16,001		11,276
Net investment income before taxes	6,141		5,336		12,841		10,450
Tax Expense	—		—		—		—
Net investment income after taxes	$	6,141	$	5,336	$	12,841	$	10,450
Net realized and change in unrealized gain (loss) on investments
Net change in unrealized gain (loss) on investments	(1,190)		1,984		(3,318)		8,870
Net realized gain (loss) on investments	(1,007)		330		117		1,428
Total net realized and change in unrealized gain (loss) on investments	(2,197)		2,314		(3,201)		10,298
Net increase (decrease) in net assets resulting from operations	$	3,944	$	7,650	$	9,640	$	20,748

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Blackstone Private Credit Fund

Notes to Condensed Consolidated Financial Statements

(Unaudited)

(in thousands, except share amounts, per share data, percentages and as otherwise noted)

Note 12. Subsequent Events

The Company’s management evaluated subsequent events through the date of issuance of the condensed consolidated financial statements. There have been no subsequent events that occurred during such period that would require disclosure in, or would be required to be recognized in the condensed consolidated financial statements as of June 30, 2024, except as discussed below.

July Subscriptions and Distribution Declaration

The Company received approximately $961.0 million of net proceeds, inclusive of distributions reinvested through the Company's distribution reinvestment plan, relating to the issuance of Class I shares, Class S shares, and Class D shares for subscriptions effective July 1, 2024.

On July 17, 2024, the Company’s Board declared net distributions of $0.2200 per Class I share, $0.2019 per Class S share, and $0.2147 per Class D share, which is payable on August 27, 2024 to shareholders of record as of July 31, 2024.

August Subscriptions

Through the date of issuance of the condensed consolidated financial statements the Company received approximately $986.6 million of subscriptions, inclusive of distributions reinvested through the Company's distribution reinvestment plan, relating to the issuance of Class I shares, Class S shares, and Class D shares effective August 1, 2024.

Revolving Credit Facility Amendment

On August 6, 2024, the Company entered into an amendment (the “Revolver Amendment”) to the Revolving Credit Facility, which became effective August 12, 2024, among the Company, as borrower, each of the lenders from time to time party thereto and Citibank, N.A., as administrative agent. The Revolver Amendment provides for, among other things, (a) increasing the aggregate committed principal from $5.150 billion to $5.500 billion, which is comprised of (i) revolving commitments in an aggregate amount of $5.105 billion and (ii) funded term loans in an aggregate principal amount of $395.0 million, (b) an extension of the period during which the Company may make borrowings on the Revolving Credit Facility from June 2027 to August 2028 (other than with respect to the revolving commitments of certain lenders (x) in the amount of $50.0 million, which expire on May 6, 2026 and (y) in the amount of $90.0 million, which expire on June 9, 2027), (c) an extension of the scheduled maturity date of the Revolving Credit Facility from June 2028 to August 2029 (other than with respect to (x) the revolving commitments of certain lenders in the amount of $50.0 million, which mature on May 6, 2027, (y) the revolving commitments of certain lenders in the amount of $90.0 million, which mature on June 9, 2028, and (z) the term loans of certain lenders in the amount of $10.0 million, which mature on June 9, 2028), (d) resetting the minimum shareholders’ equity test, (e) adding a step down of the interest for the borrowings under the Revolving Credit Facility (other than with respect to borrowings of certain lenders with revolving commitments in the amount of $140.0 million and term loans in the amount of $10.0 million) (i) for loans for which the Company elects the base rate option, the alternate base rate plus (A) if the gross borrowing base is equal to or greater than 2.0 times the combined revolving debt amount, 0.525%, (B) if the gross borrowing base is less than 2.0 times and is equal to or greater than 1.6 times the combined revolving debt amount, 0.650% or (C) if the gross borrowing base is less than 1.6 times the combined revolving debt amount, 0.775%, and (ii) for all other loans, the applicable benchmark rate for the related Interest Period for such Borrowing plus (A) if the gross borrowing base is equal to or greater than 2.0 times the combined revolving debt amount, 1.525%, (B) if the gross borrowing base is less than 2.0 times and is equal to or greater than 1.6 times the combined revolving debt amount, 1.650% or (C) if the gross borrowing base is less than 1.6 times the combined revolving debt amount, 1.775% and (f) decreasing the unused fee for the revolving commitments (other than with respect to the revolving commitments of certain lenders in the amount of $140.0 million) from 0.375% to 0.325%.

Bison Peak Funding Facility Amendment

On July 25, 2024, Bison Peak Funding entered in to the Second Amendment to the Third Amended and Restated Credit Agreement (the “Second Amendment”) to the Bison Peak Funding Facility. The Second Amendment provides for, among other things, an extension of the period during which Bison Peak Funding may make borrowings under the Bison Peak Funding Facility to June 8, 2027, and extension of the stated maturity date of the Bison Peak Funding Facility to June 8, 2029, a change in the applicable margin to advances under the Bison Peak Funding Facility to 1.95% per annum, and the payment of certain fees as agreed between Bison Peak Funding and the lenders.

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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 “Item 1. Financial Statements” hereto and “Part II, Item 8-Consolidated Financial Statements and Supplementary Data” of our Annual Report on Form 10-K for the year ended December 31, 2023, as updated from time to time by the Company’s periodic filings with the SEC. This discussion contains forward-looking statements and involves numerous risks, uncertainties, and other factors outside of the Company’s control, including, but not limited to, those set forth in “Risk Factors” in Part I, Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2023 as updated from time to time by the Company's periodic filings with the SEC.

Overview and Investment Framework

We are an externally managed, non-diversified closed-end management investment company that has elected to be treated as a BDC under the 1940 Act. Formed as a Delaware statutory trust on February 11, 2020, we are externally managed by the Adviser, which is responsible for sourcing potential investments, conducting due diligence on prospective investments, analyzing investment opportunities, structuring investments and monitoring our portfolio on an ongoing basis. Our Adviser is registered as investment adviser with the SEC. We have elected to be treated, and intend to qualify annually thereafter, as a RIC under the Code.

Under our Investment Advisory Agreement, we have agreed to pay the Adviser an annual management fee as well as an incentive fee based on our investment performance. Also, under the Administration Agreement, we have agreed to reimburse the Administrator for the allocable portion of overhead and other expenses incurred by the Administrator in performing its obligations under the Administration Agreement, including our allocable portion of the costs of compensation and related expenses of our chief compliance officer, chief financial officer and their respective staffs.

Our investment objectives are to generate current income and, to a lesser extent, long-term capital appreciation. Under normal market conditions, we generally invest at least 80% of our total assets (net assets plus borrowings for investment purposes) in private credit investments (loans, bonds and other credit instruments that are issued in private offerings or issued by private companies). If we change our 80% test, we will provide shareholders with at least 60 days’ notice of such change. Under normal circumstances we expect that the majority of our portfolio will be in privately originated and privately negotiated investments, predominantly direct lending to U.S. private companies through (i) first lien senior secured and unitranche loans (including first-out/last-out loans) and (ii) second lien, unsecured, subordinated or mezzanine loans and structured credit, as well as broadly syndicated loans (for which we may serve as an anchor investor), club deals (generally investments made by a small group of investment firms) and other debt and equity securities (the investments described in this sentence, collectively, “Private Credit”). In limited instances, we may retain the “last out” portion of a first-lien loan. In such cases, the “first out” portion of the first lien loan would receive priority with respect to payment over our “last out” position. In exchange for the higher risk of loss associated with such “last out” portion, we would earn a higher rate of interest than the “first out” position. To a lesser extent, we will also invest in publicly traded securities of large corporate issuers (“Opportunistic Credit”). We expect that the Opportunistic Credit investments will generally be liquid, and may be used for the purposes of maintaining liquidity for our share repurchase program and cash management, while also presenting an opportunity for attractive investment returns.

Most of our investments are in U.S. private companies, but (subject to compliance with BDCs’ requirement to invest at least 70% of its assets in U.S private companies), we also expect to invest to some extent in European and other non-U.S. companies, but we do not expect to invest in emerging markets. We may invest in companies of any size or capitalization. Subject to the limitations of the 1940 Act, we may invest in loans or other securities, the proceeds of which may refinance or otherwise repay debt or securities of companies whose debt is owned by other Blackstone Credit & Insurance funds. We generally will co-invest with other Blackstone Credit & Insurance funds.

Key Components of Our Results of Operations

Investments

We focus primarily on loans and securities, including syndicated loans, of U.S. private companies. Our level of investment activity (both the number of investments and the size of each investment) can and will vary substantially from period to period depending on many factors, including the amount of debt and equity capital available to private companies, the level of merger and acquisition activity for such companies, the general economic environment, trading prices of loans and other securities and the competitive environment for the types of investments we make.

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Revenues

We generate revenues in the form of interest income on debt investments, capital gains, and dividend income from our equity investments in our portfolio companies. Our senior and subordinated debt investments are expected to bear interest at a fixed or floating rate. Interest on debt securities is generally payable quarterly or semiannually. In some cases, some of our investments may provide for deferred interest payments or payment-in-kind (“PIK”) interest. The principal amount of the debt securities and any accrued but unpaid PIK interest generally will become due at the maturity date. In addition, we may generate revenue in the form of commitment and other fees in connection with transactions. Original issue discounts and market discounts or premiums will be capitalized, and we will accrete or amortize such amounts as interest income. We will record prepayment premiums on loans and debt securities as interest income. Dividend income, if any, will be recognized on an accrual basis to the extent that we expect to collect such amounts.

In addition, we generate revenue in the form of commitment, loan origination, structuring or diligence fees, fees for providing managerial assistance to our portfolio companies, and possibly consulting fees.

Expenses

Except as specifically provided below, all investment professionals and staff of the Adviser, when and to the extent engaged in providing investment advisory services to us, and the base compensation, bonus and benefits, and the routine overhead expenses, of such personnel allocable to such services, will be provided and paid for by the Adviser. We bear all other costs and expenses of our operations, administration and transactions, including, but not limited to (a) investment advisory fees, including management fees and incentive fees, to the Adviser, pursuant to the Investment Advisory Agreement; (b) our allocable portion of compensation, overhead (including rent, office equipment and utilities) and other expenses incurred by the Administrator in performing its administrative obligations under the Administration Agreement, including but not limited to: (i) our chief compliance officer, chief financial officer and their respective staffs; (ii) investor relations, legal, operations and other non-investment professionals (including information technology professionals) at the Administrator that perform duties for us; and (iii) any internal audit group personnel of Blackstone or any of its affiliates; and (c) all other expenses of our operations, administrations and transactions.

From time to time, the Adviser, the Administrator or their affiliates may pay third-party providers of goods or services on our behalf. We will reimburse the Adviser, the Administrator or such affiliates thereof for any such amounts. From time to time, the Adviser or the Administrator may defer or waive fees and/or rights to be reimbursed for expenses. All of the foregoing expenses will ultimately be borne by our shareholders.

Expense Support and Conditional Reimbursement Agreement

We have entered into the Expense Support Agreement with the Adviser. For additional information see “Item 1. Financial Statements—Notes to Condensed Consolidated Financial Statements—Note 3. Fees, Expenses, Agreements and Related Party Transactions”.

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Portfolio and Investment Activity

For the three months ended June 30, 2024, we made $8,761.7 million aggregate principal amount of new investment commitments (including $3,642.1 million of which remained unfunded as of June 30, 2024), $8,282.1 million of which was first lien debt, $280.2 million of which was second lien debt, $95.2 million of which was structured finance obligations - debt instruments and $104.2 million of which was equity and other.

Our investment activity is presented below (information presented herein is at amortized cost unless otherwise indicated) (dollar amounts in thousands):

	As of and for the three months ended June 30,
	2024			2023
Investments:
Total investments, beginning of period	$	52,751,753		$	48,711,985
New investments purchased	6,016,056			897,969
Payment-in-kind interest capitalized	95,655			52,680
Net accretion of discount on investments	65,088			42,697
Net realized gain (loss) on investments	(22,111)			(76,141)
Investments sold or repaid	(2,796,817)			(1,202,947)
Total investments, end of period	$	56,109,624		$	48,426,243
Amount of investments funded at principal:
First lien debt	$	5,584,850		$	871,878
Second lien debt	280,362			40,000
Structured finance obligations - debt instruments	95,230			—
Equity and other (1)	104,217			—
Total	$	6,064,659		$	911,878
Proceeds from investments sold or repaid:
First lien debt	$	(2,478,423)		$	(1,166,370)
Second lien debt	(88,125)			(35,750)
Structured finance obligations - debt instruments	(29,270)			—
Equity and other (1)	(200,999)			(827)
Total	$	(2,796,817)		$	(1,202,947)
	June 30, 2024			December 31, 2023
Number of portfolio companies	539			503
Weighted average yield on debt and income producing investments, at amortized cost (2)(3)	11.4		%	11.7		%
Weighted average yield on debt and income producing investments, at fair value (2)(3)	11.4		%	11.8		%
Average loan to value (LTV) (4)	43.5		%	43.7		%
Percentage of performing debt investments bearing a floating rate, at fair value	99.8		%	99.9		%
Percentage of performing debt investments bearing a fixed rate, at fair value	0.2		%	0.1		%
Percentage of assets on non-accrual, at amortized cost (5)	0.4		%	0.1		%

(1)“Other” includes subordinated notes representing the equity of third party managed collateralized loan obligations (“CLO”) vehicles.

(2)Computed as (a) the annual stated interest rate or yield plus the annual accretion of discounts or less the annual amortization of premiums, as applicable, on accruing debt included in such securities, divided by (b) total debt investments (at fair value or cost, as applicable) included in such securities. Actual yields earned over the life of each investment could differ materially from the yields presented above.

(3)As of June 30, 2024 and December 31, 2023, the weighted average total portfolio yield at cost was 10.8% and 11.0%, respectively. The weighted average total portfolio yield at fair value was 10.8% and 11.1%, respectively.

(4)Includes all private debt investments for which fair value is determined by our Board in conjunction with a third-party valuation firm and excludes quoted assets. Average loan-to-value represents the net ratio of loan-to-value for each portfolio company, weighted based on the fair value of total applicable private debt investments. Loan-to-value is calculated as the current total net debt through each respective loan tranche divided by the estimated enterprise value of the portfolio company as of the most recent quarter end.

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(5)As a percentage of total amortized cost of Investments (excluding Investments in Joint Ventures). Assets on non-accrual represented 0.2% and less than 0.1% of total fair value of Investments (excluding Investments in Joint Ventures) as of June 30, 2024 and December 31, 2023, respectively.

As of June 30, 2024 and June 30, 2023, our portfolio companies had a weighted average annual EBITDA of $233.7 million and $208.6 million, respectively. These calculations include all private debt investments for which fair value is determined by the Board in conjunction with a third-party valuation firm and excludes quoted assets. Amounts are weighted based on the fair market value of each respective investment. Amounts were derived from the most recently available portfolio company financial statements, have not been independently verified by us, and may reflect a normalized or adjusted amount. Accordingly, we make no representation or warranty in respect of this information.

For additional information on our investments, see “Item 1. Financial Statements—Notes to Condensed Consolidated Financial Statements—Note 4. Investments”.

BCRED Emerald JV

BCRED Emerald JV LP (“Emerald JV”), a Delaware limited liability company, was formed as a joint venture between the Company and a large North American pension fund (the “Emerald JV Partner”), and commenced operations on January 18, 2022 and operates under a limited liability company agreement. The Emerald JV’s principal purpose is to make investments, primarily in senior secured loans that are made to middle-market companies or in broadly syndicated loans.

As of June 30, 2024, the Company and the Emerald JV Partner have committed to contribute up to $2,250.0 million and $750.0 million, respectively, of capital to the Emerald JV. As of June 30, 2024 the Company had contributed (net of returns of capital) $1,815.0 million and the Emerald JV Partner had contributed (net of returns of capital) $605.0 million of capital and $435.0 million and $145.0 million of capital remained uncalled from the Company and the Emerald JV Partner, respectively. The Company and the Emerald JV partner own 75% and 25%, respectively, of the equity ownership interests of the Emerald JV. The Company and the Emerald JV Partner, through their joint control of the Emerald JV’s General Partner, have equal control of the Emerald JV's investment decisions, the decision to call additional capital up to the amounts committed by the Company and the Emerald JV Partner, the decision to return capital or to make distributions, and generally all other decisions in respect of the Emerald JV must be approved by the Emerald JV's investment committee or board of directors, each of which consists of an equal number of representatives of the Company and the Emerald JV Partner. The Company does not consolidate the Emerald JV.

The following table is a summary of Emerald JV’s portfolio as of June 30, 2024 and December 31, 2023:

	June 30, 2024			December 31, 2023
Total investments, at fair value	$	4,738,314		$	5,325,685
Total senior secured debt investments at fair value	4,607,771			5,187,161
Number of portfolio companies	250			272
Weighted average yield on debt and income producing investments, at fair value (1)	11.5		%	11.5		%
Weighted average yield on debt and income producing investments, at cost (1)	11.4		%	11.4		%
Percentage of performing debt investments bearing a floating rate, at fair value	99.8		%	99.8		%
Percentage of performing debt investments bearing a fixed rate, at fair value	0.2		%	0.2		%
Percentage of assets on non-accrual, at amortized cost (2)	0.2		%	0.1		%

(1)Computed as (a) the annual stated interest rate or yield plus the annual accretion of discounts or less the annual amortization of premiums, as applicable, on accruing debt included in such securities, divided by (b) total debt investments (at fair value or cost, as applicable) included in such securities. Actual yields earned over the life of each investment could differ materially from the yields presented above.

(2)As a percentage of total amortized cost of Investments of Emerald JV. Assets on non-accrual represented 0.1% and 0.1% of total fair value of Investments of Emerald JV as of June 30, 2024 and December 31, 2023, respectively.

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BCRED Verdelite JV

BCRED Verdelite JV LP (“Verdelite JV”), a Delaware limited liability company, was formed as a joint venture between the Company and an entity managed by an alternative credit management investment firm with a specialized focus on structured and syndicated credit, including CLO management (the “Verdelite JV Partner”), and commenced operations on October 21, 2022 and operates under a limited liability company agreement. The Verdelite JV’s principal purpose is to make investments, primarily in broadly syndicated loans.

As of June 30, 2024, the Company and the Verdelite JV Partner have committed to contribute up to $147.0 million and $21.0 million of capital, respectively, to the Verdelite JV. The Company and the Verdelite JV Partner own 87.5% and 12.5%, respectively, of the equity ownership interests of the Verdelite JV. The Company and the Verdelite JV Partner, through their joint control of the Verdelite JV’s General Partner, have equal control of the Verdelite JV's investment decisions, the decision to call additional capital up to the amounts committed by the Company and the Verdelite JV Partner, the decision to return capital or to make distributions, and generally all other decisions in respect of the Verdelite JV must be approved by the Verdelite JV's investment committee or board of directors, each of which consists of an equal number of representatives of the Company and the Verdelite JV Partner. The Company does not consolidate the Verdelite JV.

The following table is a summary of Verdelite JV’s portfolio as of June 30, 2024 and December 31, 2023:

	June 30, 2024			December 31, 2023
Total investments, at fair value	$	680,953		$	591,886
Total senior secured debt investments at fair value	$	680,953		$	591,886
Number of portfolio companies	254			192
Weighted average yield on debt and income producing investments, at fair value (1)	9.0		%	9.7		%
Weighted average yield on debt and income producing investments, at cost (1)	9.1		%	9.8		%
Percentage of performing debt investments bearing a floating rate, at fair value	100.0		%	100.0		%
Percentage of performing debt investments bearing a fixed rate, at fair value	—		%	—		%
Percentage of assets on non-accrual, at amortized cost (2)	—		%	—		%

(1)Computed as (a) the annual stated interest rate or yield plus the annual accretion of discounts or less the annual amortization of premiums, as applicable, on accruing debt included in such securities, divided by (b) total debt investments (at fair value or cost, as applicable) included in such securities. Actual yields earned over the life of each investment could differ materially from the yields presented above.

(2)As a percentage of total amortized cost of Investments of Verdelite JV. Verdelite JV had no assets on non-accrual as of June 30, 2024 and December 31, 2023.

For additional information on the Emerald JV and Verdelite JV, including a listing of portfolio investments for each, see “Item 1. Financial Statements—Notes to Condensed Consolidated Financial Statements—Note 11. Joint Ventures”.

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Results of Operations

The following table represents the operating results (dollar amounts in thousands):

	Three Months Ended June 30,				Six Months Ended June 30,
	2024		2023		2024		2023
Total investment income	$	1,642,894	$	1,407,305	$	3,211,757	$	2,743,047
Net expenses before excise tax	718,221		651,528		1,421,802		1,290,173
Net investment income before excise tax	924,673		755,777		1,789,955		1,452,874
Excise tax expense	8,911		5,691		18,362		13,433
Net investment income after excise tax	915,762		750,086		1,771,593		1,439,441
Net change in unrealized appreciation (depreciation)	16,984		12,145		126,907		168,328
Net realized gain (loss)	(14,138)		(79,425)		(60,844)		(172,108)
Net increase (decrease) in net assets resulting from operations	$	918,608	$	682,806	$	1,837,656	$	1,435,661

Net increase (decrease) in net assets resulting from operations can vary from period to period as a result of various factors, including acquisitions, the level of new investment commitments, the recognition of realized gains and losses and changes in unrealized appreciation and depreciation on the investment portfolio. As a result, comparisons may not be meaningful.

Investment Income

Investment income, was as follows (dollar amounts in thousands):

	Three Months Ended June 30,				Six Months Ended June 30,
	2024		2023		2024		2023
Interest income	$	1,466,270	$	1,274,647	$	2,857,112	$	2,506,394
Payment-in-kind interest income	95,219		51,664		187,899		92,484
Dividend income	77,341		80,610		160,292		142,788
Fee income	4,064		384		6,454		1,381
Total investment income	$	1,642,894	$	1,407,305	$	3,211,757	$	2,743,047

Total investment income increased to $1,642.9 million for the three months ended June 30, 2024, an increase of $235.6 million or 17% compared to the same period in the prior year. This was primarily driven by an increase in the average investments at fair value. Average investments at fair value increased by 14% to $54,503.3 million during the three months ended June 30, 2024 compared to $47,831.9 million during the three months ended June 30, 2023. This was partially offset by a decrease in dividend income which was primarily comprised of $77.3 million received from our Emerald JV and Verdelite JV joint ventures as compared to $80.6 million for the same period in the prior year.

Total investment income increased to $3,211.8 million for the six months ended June 30, 2024, an increase of $468.7 million or 17% compared to the same period in the prior year. This was primarily driven by increase in the average investments at fair value. Average investments at fair value increased by 10% to $53,064.4 million during the six months ended June 30, 2024 compared to $48,147.7 million during the six months ended June 30, 2023. A further increase was driven by dividend income which was primarily comprised of $160.2 million received from our Emerald JV and Verdelite JV joint ventures as compared to $142.8 million for the same period in the prior year.

Additionally, for the three months ended June 30, 2024, we recorded $26.9 million of non-recurring interest income (e.g., prepayment premiums, accelerated accretion of upfront loan origination fees and unamortized discounts, etc.) as compared to $4.6 million in the prior year, primarily a result of increased prepayments. For six months ended June 30, 2024, we recorded $33.7 million of non-recurring interest income (e.g., prepayment premiums, accelerated accretion of upfront loan origination fees and unamortized discounts, etc.) as compared to $6.5 million in the prior year, primarily a result of increased prepayments.

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For the three months ended June 30, 2024 and 2023, Payment-in-kind interest income represented 5.8% and 3.7% of total investment income, respectively. For six months ended June 30, 2024 and 2023, Payment-in-kind interest income represented 5.9% and 3.4% of total investment income, respectively.

We expect that investment income will vary based on a variety of factors including the pace of our originations, repayments and changes in interest rates.

While elevated interest rates have favorably impacted our investment income during the three and six months ended June 30, 2024, further interest rate increases, and the resulting higher cost of capital have the potential to negatively impact the free cash flow and credit quality of certain borrowers which could impact their ability to make principal and interest payments. If such interest rate increases occur concurrently with a period of economic weakness or a slowdown in growth, our borrowers’ and/or our portfolio performance may be negatively impacted. Further, significant market dislocation as a result of changing economic conditions could limit the liquidity of certain assets traded in the credit markets, and this could impact our ability to sell such assets at attractive prices or in a timely manner.

Expenses

Expenses were as follows (dollar amounts in thousands):

	Three Months Ended June 30,				Six Months Ended June 30,
	2024		2023		2024		2023
Interest expense	$	446,152	$	438,599	$	896,215	$	874,822
Management fees	104,328		75,635		199,710		149,238
Income based incentive fees	134,199		109,501		259,556		210,259
Distribution and shareholder servicing fees
Class S	23,329		16,297		44,735		31,688
Class D	302		121		561		681
Professional fees	3,147		3,959		6,730		7,980
Board of Trustees’ fees	225		240		446		464
Administrative service expenses	1,909		1,432		3,741		3,354
Other general & administrative	3,773		4,728		8,612		9,372
Amortization of continuous offering costs	857		1,016		1,496		2,315
Total expenses before excise tax	718,221		651,528		1,421,802		1,290,173
Net investment income before excise tax	924,673		755,777		1,789,955		1,452,874
Excise tax expense	8,911		5,691		18,362		13,433
Net investment income after excise tax	$	915,762	$	750,086	$	1,771,593	$	1,439,441

Interest Expense

Total interest expense (including unused fees, amortization of deferred financing costs and accretion of net discounts on unsecured debt) increased to $446.2 million for the three months ended June 30, 2024, an increase of $7.6 million or 2% compared to the same period in the prior year. This was primarily driven by an increase in our weighted average interest rate on our borrowings relative to the prior period, partially offset by a decrease in our average principal of debt outstanding.

Our weighted average interest rate (including unused fees, accretion of net discounts on unsecured debt, and excluding amortization of deferred financing costs) increased to 7.22% for the three months ended June 30, 2024 from 6.82% for the same period in the prior year. The average principal of debt outstanding decreased to $23,762.5 million for the three months ended June 30, 2024 from $25,238.7 million for the same period in the prior year.

Total interest expense (including unused fees, amortization of deferred financing costs and accretion of net discounts on unsecured debt) increased to $896.2 million for the six months ended June 30, 2024, an increase of $21.4 million or 2% compared to the same period in the prior year. This was primarily driven by an increase in our weighted average interest rate on our borrowings relative to the prior period, partially offset by a decrease in our average principal of debt outstanding.

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Our weighted average interest rate (including unused fees, accretion of net discounts on unsecured debt, and excluding amortization of deferred financing costs) increased to 7.26% for the six months ended June 30, 2024 from 6.56% for the same period in the prior year. The average principal of debt outstanding decreased to $23,853.0 million for the six months ended June 30, 2024 from $26,189.5 million for the same period in the prior year.

Management Fees

Management fees increased to $104.3 million for the three months ended June 30, 2024, an increase of $28.7 million or 38% compared to the same period in the prior year, primarily due to an increase in weighted average net assets to $33,536.5 million for the three months ended June 30, 2024 compared to $24,303.7 million for the same period in the prior year.

Management fees increased to $199.7 million for the six months ended June 30, 2024, an increase of $50.5 million or 34% compared to the same period in the prior year, primarily due to an increase in weighted average net assets to $32,105.3 million for the six months ended June 30, 2024 compared to $23,989.3 million for the same period in the prior year.

Income Based Incentive Fees

Income based incentive fees increased to $134.2 million for the three months ended June 30, 2024, an increase of $24.7 million or 23% compared to the same period in the prior year, primarily due to an increase in pre-incentive fee net investment income. Pre-incentive fee net investment income increased to $1,073.6 million for the three months ended June 30, 2024 from $876.0 million for the same period in the prior year.

Income based incentive fees increased to $259.6 million for the six months ended June 30, 2024, an increase of $49.3 million or 23% compared to the same period in the prior year, primarily due to an increase in pre-incentive fee net investment income. Pre-incentive fee net investment income increased to $2,076.4 million for the six months ended June 30, 2024 from $1,682.1 million for the same period in the prior year.

Capital Gains Based Incentive Fees

We accrued no capital gains incentive fees for the three and six months ended June 30, 2024. The accrual for any capital gains incentive fee under GAAP in a given period may result in an additional expense if such cumulative amount is greater than in the prior period or a reduction of previously recorded expense if such cumulative amount is less in the prior period. If such cumulative amount is negative, then there is no accrual.

Other Expenses

Total other expenses for the three months ended June 30, 2024 are primarily comprised of $23.6 million of distribution and shareholder servicing fees paid with respect to Class S and Class D investors, $3.8 million of general and administrative expenses (including insurance, filing, research, and fees paid to our sub-administrator and transfer agent), and $3.1 million of professional fees (including legal, rating agencies, audit, tax, valuation, technology and other professional fees related to management of the Company). Total other expenses increased to $33.5 million for the three months ended June 30, 2024, an increase of $5.7 million as compared to the same period in the prior year. The increase compared to the prior year was primarily driven by the costs attributable to increased subscriptions to our Class S and Class D shares.

Total other expenses for the six months ended June 30, 2024 are primarily comprised of $45.3 million of distribution and shareholder servicing fees paid with respect to Class S and Class D investors, $8.6 million of general and administrative expenses (including insurance, filing, research, and fees paid to our sub-administrator and transfer agent), and $6.7 million of professional fees (including legal, rating agencies, audit, tax, valuation, technology and other professional fees related to management of the Company). Total other expenses increased to $66.3 million for the six months ended June 30, 2024, an increase of $10.5 million as compared to the same period in the prior year. The increase compared to the prior year was primarily driven by the costs attributable to increased subscriptions to our Class S and Class D shares.

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Income Taxes, Including Excise Taxes

We elected to be treated as a RIC under Subchapter M of the Code, and we intend to operate in a manner so as to continue to qualify for the tax treatment applicable to RICs. To qualify for and maintain qualification as a RIC, we must, among other things, meet certain source-of-income and asset diversification requirements. In addition, to qualify for taxation as a RIC, we must distribute to our shareholders, in each taxable year, generally at least 90% of the sum of (i) our “investment company taxable income” for that year (without regard to the deduction for dividends paid), which is generally our ordinary income plus the excess, if any, of our realized net short-term capital gains over our realized net long-term capital losses and (ii) our net tax-exempt income.

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

For the three months ended June 30, 2024 and 2023, we accrued $8.9 million and $5.7 million, respectively, of U.S. federal excise tax.

For the six months ended June 30, 2024 and 2023, we accrued $18.4 million and $13.4 million, respectively, of U.S. federal excise tax.

Net Unrealized Gain (Loss)

Net change in unrealized gain (loss) was comprised of the following (dollar amounts in thousands):

	Three Months Ended June 30,				Six Months Ended June 30,
	2024		2023		2024		2023
Net change in unrealized gain (loss) on investments	$	10,358	$	19,694	$	98,820	$	189,077
Net change in unrealized gain (loss) on derivative instruments	(3,698)		(3,026)		17,923		(14,966)
Net change in unrealized gain (loss) on foreign currency and other transactions	10,324		(4,523)		10,164		(5,783)
Net change in unrealized gain (loss)	$	16,984	$	12,145	$	126,907	$	168,328

For the three months ended June 30, 2024, the net change in unrealized gains of $17.0 million was primarily driven by the increase in the fair value of our debt investments. The fair value of our debt investments as a percentage of principal increased by 0.2% from 97.7% as of March 31, 2024 to 97.9% as of June 30, 2024, driven by changes in portfolio company fundamentals and changes in the economic outlook.

For the three months ended June 30, 2024, we had net change in unrealized losses of $3.7 million and net change in unrealized gains of $10.3 million on foreign currency forward contracts and foreign currency transactions, respectively, primarily as a result of fluctuations in the NOK, EUR, and SEK exchange rates vs. USD.

For the six months ended June 30, 2024, the net change in unrealized gains of $126.9 million was primarily driven by the increase in the fair value of our debt investments. The fair value of our debt investments as a percentage of principal increased by 0.5% from 97.4% as of December 31, 2023 to 97.9% as of June 30, 2024, driven by strong portfolio company fundamentals and changes in the economic outlook.

For the six months ended June 30, 2024, we had net change in unrealized gains of $17.9 million and $10.2 million on foreign currency forward contracts and foreign currency transactions, respectively, primarily as a result of fluctuations in the NOK and EUR exchange rates vs. USD.

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Net Realized Gain (Loss)

The realized gains and losses on fully exited and partially exited investments comprised of the following (dollar amounts in thousands):

	Three Months Ended June 30,				Six Months Ended June 30,
	2024		2023		2024		2023
Net realized gain (loss) on investments	$	(22,111)	$	(76,141)	$	(64,509)	$	(177,837)
Net realized gain (loss) on derivative instruments	6,014		(2,464)		(383)		2,306
Net realized gain (loss) on foreign currency and other transactions	1,959		(820)		4,048		3,423
Net realized gain (loss)	$	(14,138)	$	(79,425)	$	(60,844)	$	(172,108)

For the three and six months ended June 30, 2024, we generated net realized losses on investments of $22.1 million and $64.5 million respectively, which was primarily from full or partial sales or restructures of our debt investments.

For the three and six months ended June 30, 2024, we generated net realized gains of $6.0 million and net realized losses of $0.4 million respectively, on derivative assets and derivative liabilities as a result of the settlement of our foreign currency derivative transactions.

The net realized losses for the three and six months ended June 30, 2024,were partially offset by the net realized gains of $2.0 million and $4.0 million respectively, on foreign currency and other transactions, primarily as a result of fluctuations in the GBP and EUR exchange rates vs. USD.

Financial Condition, Liquidity and Capital Resources

We generate cash primarily from the net proceeds of our continuous offering of Common Shares, proceeds from net borrowings on our credit facilities and unsecured debt issuances, income earned and repayments on principal on our debt investments. The primary uses of our cash and cash equivalents are for (i) originating and purchasing debt and other investments, (ii) funding the costs of our operations (including fees paid to our Adviser and expense reimbursements paid to our Administrator), (iii) debt service, repayment and other financing costs of our borrowings, (iv) funding repurchases under our share repurchase program and (v) cash distributions to the holders of our Common Shares.

As of June 30, 2024 and December 31, 2023, our debt consisted of asset based leverage facilities, a revolving credit facility, unsecured note issuances, short term borrowings related to repurchase obligations and debt securitizations. We have and will continue to, from time to time, enter into additional credit facilities, increase the size of our existing credit facilities or issue additional debt securities, including debt securitizations, unsecured debt and other forms of debt. Any such incurrence or issuance may be from sources within the U.S. or from various foreign geographies or jurisdictions, and may be denominated in currencies other than the U.S. Dollar. Additionally, any such incurrence or issuance would be subject to prevailing market conditions, our liquidity requirements, contractual and regulatory restrictions and other factors. In accordance with the 1940 Act, with certain limited exceptions, we are only allowed to incur borrowings, issue debt securities or issue preferred stock, if immediately after the borrowing or issuance, the ratio of total assets (less total liabilities other than indebtedness) to total indebtedness plus preferred stock, is at least 150%. As of June 30, 2024 and December 31, 2023, we had an aggregate principal amount of $23,071.6 million and $23,407.8 million, of debt outstanding and our asset coverage ratio was 247.7% and 221.9%, respectively.

Cash and cash equivalents as of June 30, 2024, taken together with our $10,481.3 million of unused capacity under our credit facilities (subject to borrowing base availability, $10,113.8 million is available to borrow), proceeds from new or amended financing arrangements and the continuous offering of our Common Shares is expected to be sufficient for our investing activities and to conduct our operations in the near term. This determination is based in part on our expectations for the timing of funding investment purchases and the timing and amount of future proceeds from sales of our Common Shares and the use of existing and future financing arrangements. As of June 30, 2024, we had a significant amount of unfunded commitments, which we plan to fund using proceeds from offering our Common Shares and available borrowing capacity under our credit facilities. Additionally, we held $4,618.7 million of Level 2 debt investments as of June 30, 2024, which could provide additional liquidity if necessary.

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Although we have historically been able to obtain sufficient borrowing capacity, a deterioration in economic conditions or any other negative economic developments could restrict our access to financing in the future. We may not be able to find new financing for future investments or liquidity needs and, even if we are able to obtain such financing, such financing may not be on as favorable terms as we have previously obtained. These factors may limit our ability to make new investments and adversely impact our results of operations.

As of June 30, 2024, we had $1,634.1 million in cash and cash equivalents. During the six months ended June 30, 2024, cash used in operating activities was $3,206.6 million, was primarily due to purchases of investments of $9,016.3 million partially offset by sales of investments and principal repayments of $4,152.4 million and receipt of interest payments from our investments. Cash provided by financing activities was $3,349.5 million during the period, primarily as a result of proceeds from issuance of Common Shares of $5,592.3 million, partially offset by share repurchases of $1,090.2 million, dividends paid in cash of $818.1 million and net repayments on our credit facilities and unsecured notes of $299.2 million.

Equity

The following tables present transactions in the Common Shares (dollars in thousands except share amounts):

	For the three months ended June 30, 2024
	Shares	Amount
CLASS I
Subscriptions	81,033,241	$	2,069,043
Share transfers between classes	1,145,385	29,248
Distributions reinvested	10,231,927	261,258
Share repurchases	(13,298,362)	(340,039)
Early repurchase deduction	—	390
Net increase (decrease)	79,112,191	$	2,019,900
CLASS S
Subscriptions	34,179,709	$	872,680
Share transfers between classes	(1,166,588)	(29,789)
Distributions reinvested	4,976,576	127,071
Share repurchases	(4,351,422)	(111,266)
Early repurchase deduction	—	194
Net increase (decrease)	33,638,275	$	858,890
CLASS D
Subscriptions	3,744,903	$	95,631
Share transfers between classes	21,203	541
Distributions reinvested	78,718	2,010
Share repurchases	(307,076)	(7,852)
Early repurchase deduction	—	9
Net increase (decrease)	3,537,748	$	90,339
Total net increase (decrease)	116,288,214	$	2,969,129

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	For the six months ended June 30, 2024
	Shares	Amount
CLASS I
Subscriptions	149,186,371	$	3,800,744
Share transfers between classes	2,746,187	70,465
Distributions reinvested	19,726,815	502,526
Share repurchases	(30,900,363)	(789,067)
Early repurchase deduction	—	471
Net increase (decrease)	140,759,010	$	3,585,139
CLASS S
Subscriptions	65,547,864	$	1,669,764
Share transfers between classes	(2,781,630)	(71,346)
Distributions reinvested	9,506,611	242,181
Share repurchases	(8,411,668)	(214,842)
Early repurchase deduction	—	234
Net increase (decrease)	63,861,177	$	1,625,991
CLASS D
Subscriptions	4,776,674	$	121,838
Share transfers between classes	35,443	881
Distributions reinvested	141,406	3,603
Share repurchases	(506,916)	(12,950)
Early repurchase deduction	—	11
Net increase (decrease)	4,446,607	$	113,383
Total net increase (decrease)	209,066,794	$	5,324,513

Distributions and Distribution Reinvestment Plan

The following tables summarize our distributions declared and payable for the six months ended June 30, 2024 (dollar amounts in thousands, except per share amounts):

			Class I
Declaration Date	Record Date	Payment Date	Distribution Per Share		Distribution Amount
January 24, 2024	January 31, 2024	February 28, 2024	$	0.2200	$	168,161
February 22, 2024	February 29, 2024	March 28, 2024	0.2200		173,210
March 21, 2024	March 31, 2024	April 24, 2024	0.2200		179,042
April 17, 2024	April 30, 2024	May 28, 2024	0.2200		181,701
May 20, 2024	May 31, 2024	June 27, 2024	0.2200		189,402
June 20, 2024	June 30, 2024	July 24, 2024	0.2200		195,500
			$	1.3200	$	1,087,016

			Class S
Declaration Date	Record Date	Payment Date	Distribution Per Share		Distribution Amount
January 24, 2024	January 31, 2024	February 28, 2024	$	0.2020	$	77,794
February 22, 2024	February 29, 2024	March 28, 2024	0.2020		79,946
March 21, 2024	March 31, 2024	April 24, 2024	0.2020		82,446
April 17, 2024	April 30, 2024	May 28, 2024	0.2019		84,392
May 20, 2024	May 31, 2024	June 27, 2024	0.2019		86,840
June 20, 2024	June 30, 2024	July 24, 2024	0.2019		89,255
			$	1.2117	$	500,673

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			Class D
Declaration Date	Record Date	Payment Date	Distribution Per Share		Distribution Amount
January 24, 2024	January 31, 2024	February 28, 2024	$	0.2147	$	3,474
February 22, 2024	February 29, 2024	March 28, 2024	0.2147		3,512
March 21, 2024	March 31, 2024	April 24, 2024	0.2147		3,556
April 17, 2024	April 30, 2024	May 28, 2024	0.2147		3,636
May 20, 2024	May 31, 2024	June 27, 2024	0.2147		4,277
June 20, 2024	June 30, 2024	July 24, 2024	0.2147		4,338
			$	1.2882	$	22,793

With respect to distributions, we have adopted an “opt out” distribution reinvestment plan for shareholders. As a result, in the event of a declared cash distribution or other distribution, each shareholder that has not “opted out” of the distribution reinvestment plan will have their dividends or distributions automatically reinvested in additional Common Shares rather than receiving cash distributions. Shareholders who receive distributions in the form of Common Shares will be subject to the same U.S. federal, state and local tax consequences as if they received cash distributions.

For additional information on our distributions and dividend reinvestment plan, see “Item 1. Financial Statements—Notes to Condensed Consolidated Financial Statements—Note 9. Net Assets”.

Share Repurchase Program

The Company has implemented a share repurchase program under which, at the discretion of the Board, the Company may repurchase, in each quarter, up to 5% of the NAV of the Company’s Common Shares outstanding (either by number of shares or aggregate NAV) as of the close of the previous calendar quarter. For the avoidance of doubt, such target amount is assessed each calendar quarter. The Board may amend or suspend the share repurchase program at any time (including to offer to purchase fewer shares) if in its reasonable judgment it deems such action to be in the best interest of shareholders, such as when a repurchase offer would place an undue burden on the Company’s liquidity, adversely affect the Company’s operations or risk having an adverse impact on the Company that would outweigh the benefit of the repurchase offer. As a result, share repurchases may not be available each quarter, or may only be available in an amount less than 5% of our Common Shares outstanding. The Company intends to conduct such repurchase offers in accordance with the requirements of Rule 13e-4 promulgated under the Securities Exchange Act of 1934, as amended, and the 1940 Act. Additionally, pursuant to Rule 23c-1(a)(10) under the 1940 Act, the Company may also repurchase its outstanding Common Shares outside of the share repurchase program. All Common Shares purchased pursuant to the terms of each tender offer will be retired and thereafter will be authorized and unissued shares.

Under the share repurchase program, to the extent the Company offers to repurchase Common Shares in any particular quarter, it is expected to repurchase Common Shares pursuant to tender offers using a purchase price equal to the NAV per share as of the last calendar 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 will be satisfied if at least one year has elapsed from (a) the issuance date of the applicable Common Shares to (b) the subscription date immediately following the valuation date used in the repurchase of such Common Shares. The Early Repurchase Deduction may be waived in the case of repurchase requests arising from the death, divorce or qualified disability of the holder; in the event that a shareholder’s Common Shares are repurchased because the shareholder has failed to maintain the $500 minimum account balance; due to trade or operational error; and repurchases of Common Shares submitted by discretionary model portfolio management programs (and similar arrangements) as approved by the Company. In addition, the Company’s Common Shares are sold to certain feeder vehicles primarily created to hold the Company’s Common Shares that in turn offer interests in such feeder vehicles to non-U.S. persons. For such feeder vehicles and similar arrangements in certain markets, the Company will not apply the Early Repurchase Deduction to the feeder vehicles or underlying investors, often because of administrative or systems limitations. The Early Repurchase Deduction will be retained by the Company for the benefit of remaining shareholders.

During the three months ended June 30, 2024, approximately 17,956,860 shares were repurchased for a total value of $458.6 million (net of Early Repurchase Deduction). During the six months ended June 30, 2024, approximately 39,818,947 shares were repurchased for a total value of $1,016.1 million (net of Early Repurchase Deduction).

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For additional information on our share repurchases, see “Item 1. Financial Statements—Notes to Condensed Consolidated Financial Statements—Note 9. Net Assets”.

Borrowings

As of June 30, 2024 and December 31, 2023, we had an aggregate principal amount of $23,071.6 million and $23,407.8 million, respectively, of debt outstanding.

For additional information on our debt obligations see “Item 1. Financial Statements—Notes to Condensed Consolidated Financial Statements—Note 7. Borrowings”.

Interest Rate Swaps

We use interest rate swaps to mitigate interest rate risk associated with our fixed rate liabilities, and have designated certain interest rate swaps to be in a hedge accounting relationship.

See “Item 1. Financial Statements—Notes to Condensed Consolidated Financial Statements—Note 2. Significant Accounting Policies—Derivative Instruments” and “Item 1. Financial Statements—Notes to Condensed Consolidated Financial Statements— Note 6. Derivatives” for additional disclosure regarding our derivative instruments designated in a hedge accounting relationship.

Off-Balance Sheet Arrangements

Portfolio Company Commitments

Our investment portfolio contains and is expected to continue to contain debt investments which are in the form of lines of credit or delayed draw commitments, which require us to provide funding when requested by portfolio companies in accordance with underlying loan agreements. As of June 30, 2024 and December 31, 2023, we had unfunded commitments, including delayed draw term loans and revolvers with an aggregate principal amount of $8,216.0 million and $5,370.8 million, respectively.

Additionally, from time to time, the Adviser and its affiliates may commit to an investment on behalf of the investment vehicles it manages, including the Company. Certain terms of these investments are not finalized at the time of the commitment and each respective investment vehicle’s allocation may change prior to the date of funding. In this regard, as of June 30, 2024 and December 31, 2023, we estimate that $1,963.6 million and $399.5 million, respectively, of investments were committed but not yet funded.

Other Commitments and Contingencies

As of June 30, 2024 and December 31, 2023, $502.5 million and $340.8 million, respectively, of capital committed remained uncalled from the Company in relation to capital commitments to Emerald JV, Verdelite JV and SLC.

From time to time, we may become a party to certain legal proceedings incidental to the normal course of our business. At June 30, 2024, management is not aware of any material pending legal proceedings.

Related-Party Transactions

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

•the Investment Advisory Agreement;

•the Administration Agreement;

•the Intermediary Manager Agreement; and.

•the Expense Support and Conditional Reimbursement Agreement.

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In addition to the aforementioned agreements, we, our Adviser and certain of our Adviser’s affiliates have been granted exemptive relief by the SEC to co-invest with other funds managed by our Adviser or its affiliates in a manner consistent with our investment objectives, positions, policies, strategies and restrictions as well as regulatory requirements and other pertinent factors. See “Item 1. Financial Statements—Notes to Condensed Consolidated Financial Statements—Note 3. Fees, Expenses, Agreements and Related Party Transactions”.

Recent Developments

Macroeconomic Environment

The six months ended June 30, 2024 have been characterized by continued volatility in global markets, driven by investor concerns over inflation, elevated interest rates, slowing economic growth, political and regulatory uncertainty and geopolitical conditions, including the wars in Ukraine and Russia and in the Middle East. Recent events affecting financial institutions also contributed to volatility in global markets and diminished liquidity and credit availability.

During 2023 and throughout the first half of 2024, inflation began to moderate as a result of the monetary policy tightening actions taken by central banks, including maintaining elevated interest rates. These higher interest rates have created further uncertainty for the economy and for our borrowers. Although our business model is such that elevated interest rates will, all else being equal, correlate to increases in our net income, further increases in interest rates may adversely affect our existing borrowers and lead to nonperformance, as higher costs may dampen consumer spending and slow corporate profit growth, which may negatively impact our portfolio companies as they may be susceptible to economic downturns or recessions and may be unable to repay our loans during these periods. Therefore, during these periods our non-performing assets may increase and the value of our portfolio may decrease if we are required to write down the values of our investments. Adverse economic conditions may also decrease the value of collateral securing some of our loans and the value of our equity investments. It remains difficult to predict the full impact of recent changes and any future changes with respect to interest rates or inflation.

Critical Accounting Estimates

The preparation of the condensed consolidated financial statements requires us 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.

Our critical accounting policies and estimates, including those relating to the valuation of our investment portfolio, are described in our Annual Report on Form 10-K for the year ended December 31, 2023, filed with the SEC on March 15, 2024, and elsewhere in our filings with the SEC. There have been no material changes in our critical accounting policies and practices.

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

Uncertainty with respect to the economic conditions has introduced significant volatility in the financial markets, and the effect of the volatility could materially impact our market risks. We are subject to financial market risks, including valuation risk and interest rate risk. Our exposure to valuation risk has not materially changed from what was previously disclosed in our Annual Report on Form 10-K for the fiscal year ended December 31, 2023.

Interest rate sensitivity refers to the change in earnings that may result from changes in the level of interest rates. We intend to fund portions of our investments with borrowings, and at such time, our net investment income will be affected by the difference between the rate at which we invest and the rate at which we borrow. Accordingly, we cannot assure shareholders that a significant change in market interest rates will not have a material adverse effect on our net investment income.

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As of June 30, 2024, 99.8% of our performing debt investments based on fair value in our portfolio were at floating rates. Based on our Consolidated Statements of Assets and Liabilities as of June 30, 2024, the following table shows the annualized impact on net income of hypothetical base rate changes in interest rates (considering interest rate floors and ceilings for floating rate instruments assuming no changes in our investment and borrowing structure) (dollar amounts in thousands):

	Interest Income		Interest Expense		Net Income (1)
Up 300 basis points	$	1,605,861	$	(609,559)	$	996,302
Up 200 basis points	1,070,574		(406,373)		664,202
Up 100 basis points	535,287		(203,186)		332,101
Down 100 basis points	(534,928)		203,186		(331,741)
Down 200 basis points	(1,069,529)		406,373		(663,156)

(1)Excludes the impact of incentive fees. See “Item 1. Financial Statements —Notes to Condensed Consolidated Financial Statements—Note 3. Fees, Expenses, Agreements and Related Party Transactions” for further information.

We may in the future hedge against interest rate fluctuations by using hedging instruments such as additional interest rate swaps, futures, options and forward contracts. While hedging activities may mitigate our exposure to adverse fluctuations in interest rates, certain hedging transactions that we may enter into in the future, such as interest rate swap agreements, may also limit our ability to participate in the benefits of changes in interest rates with respect to our portfolio investments.

Item 4. Controls and Procedures.

(a) Evaluation of Disclosure Controls and Procedures

The Company maintains disclosure controls and procedures (as that term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) that are designed to ensure that information required to be disclosed in the Company’s reports under the Exchange Act is recorded, processed, and summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to the Company’s management, including its Co-Chief Executive Officers and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosures. Any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives. An evaluation of the effectiveness of our disclosure controls and procedures as of the end of the period covered by this Quarterly Report on Form 10-Q was made under the supervision and with the participation of our management, including our Co-Chief Executive Officers and Chief Financial Officer. 

Based upon this evaluation, our Co-Chief Executive Officers and Chief Financial Officer have concluded that our disclosure controls and procedures are (a) effective to ensure that information required to be disclosed by us in reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified by SEC rules and forms and (b) include, without limitation, controls and procedures designed to ensure that information required to be disclosed by us in reports filed or submitted under the Exchange Act is accumulated and communicated to our management, including our Co-Chief Executive Officers and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.

(b) Changes in Internal Controls Over Financial Reporting

There have been no changes in our internal control over financial reporting that occurred during our most recently completed fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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PART II - OTHER INFORMATION

Item 1. Legal Proceedings.

We are not currently subject to any material legal proceedings. From time to time, we may be a party to certain legal proceedings in the ordinary course of business, including proceedings relating to the enforcement of our rights under contracts with our portfolio companies. Our business is also subject to extensive regulation, which may result in regulatory proceedings against us.

Item 1A. Risk Factors.

There have been no material changes to the risk factors discussed in Part I, Item 1A. “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2023.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

Refer to our Current Reports on Form 8-K filed with SEC on April 18, 2024, May 21, 2024 and June 21, 2024 for information about unregistered sales of our equity securities during the quarter.

The following table sets forth information regarding repurchases of shares of our common stock during the quarter ended June 30, 2024:

Repurchase deadline request	Total Number of Shares Repurchased (all classes)	Percentage of Outstanding Shares Repurchased (1)		Price Paid Per Share		Repurchase Pricing Date	Amount Repurchased (all classes)(3)		Maximum number of shares that may yet be purchased under the repurchase plan (2)
February 29, 2024	21,862,087	1.9	%	$	25.51	March 31, 2024	$	557,579	—
May 31, 2024	17,956,860	1.5	%	$	25.57	June 30, 2024	$	458,564	—

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

(2)All repurchase requests were satisfied in full.

(3)Amounts shown net of Early Repurchase Deduction

For additional information on our share repurchases, see “Item 1. Financial Statements—Notes to Condensed Consolidated Financial Statements—Note 9. Net Assets”.

Item 3. Defaults Upon Senior Securities.

None.

Item 4. Mine Safety Disclosures.

Not applicable.

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Item 5. Other Information.

Section 13(r) Disclosure

Pursuant to Section 219 of the Iran Threat Reduction and Syria Human Rights Act of 2012, which added Section 13(r) of the Exchange Act, we hereby incorporate by reference herein Exhibit 99.1 of this report, which includes disclosures regarding activities at Mundys S.p.A., which may be, or may have been at the time considered to be, an affiliate of Blackstone and, therefore, our affiliate.

Revolving Credit Facility Amendment

On August 6, 2024, the Company entered into an amendment (the “Revolver Amendment”) to the Revolving Credit Facility, which became effective August 12, 2024, among the Company, as borrower, each of the lenders from time to time party thereto and Citibank, N.A., as administrative agent. The Revolver Amendment provides for, among other things, (a) increasing the aggregate committed principal from $5.150 billion to $5.500 billion, which is comprised of (i) revolving commitments in an aggregate amount of $5.105 billion and (ii) funded term loans in an aggregate principal amount of $395.0 million, (b) an extension of the period during which the Company may make borrowings on the Revolving Credit Facility from June 2027 to August 2028 (other than with respect to the revolving commitments of certain lenders (x) in the amount of $50.0 million, which expire on May 6, 2026 and (y) in the amount of $90.0 million, which expire on June 9, 2027), (c) an extension of the scheduled maturity date of the Revolving Credit Facility from June 2028 to August 2029 (other than with respect to (x) the revolving commitments of certain lenders in the amount of $50.0 million, which mature on May 6, 2027, (y) the revolving commitments of certain lenders in the amount of $90.0 million, which mature on June 9, 2028, and (z) the term loans of certain lenders in the amount of $10.0 million, which mature on June 9, 2028), (d) resetting the minimum shareholders’ equity test, (e) adding a step down of the interest for the borrowings under the Revolving Credit Facility (other than with respect to borrowings of certain lenders with revolving commitments in the amount of $140.0 million and term loans in the amount of $10.0 million) (i) for loans for which the Company elects the base rate option, the alternate base rate plus (A) if the gross borrowing base is equal to or greater than 2.0 times the combined revolving debt amount, 0.525%, (B) if the gross borrowing base is less than 2.0 times and is equal to or greater than 1.6 times the combined revolving debt amount, 0.650% or (C) if the gross borrowing base is less than 1.6 times the combined revolving debt amount, 0.775%, and (ii) for all other loans, the applicable benchmark rate for the related Interest Period for such Borrowing plus (A) if the gross borrowing base is equal to or greater than 2.0 times the combined revolving debt amount, 1.525%, (B) if the gross borrowing base is less than 2.0 times and is equal to or greater than 1.6 times the combined revolving debt amount, 1.650% or (C) if the gross borrowing base is less than 1.6 times the combined revolving debt amount, 1.775% and (f) decreasing the unused fee for the revolving commitments (other than with respect to the revolving commitments of certain lenders in the amount of $140.0 million) from 0.375% to 0.325%.

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Item 6. Exhibits.

Exhibit Number	Description of Exhibits
3.1	Fifth Amended and Restated Declaration of Trust of the Company (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K, filed on February 23, 2024).
3.2	Second Amended and Restated Bylaws (incorporated by reference to Exhibit 3.2 to the Company’s Current Report on Form 8-K, filed on February 23, 2024).
4.1	Thirteenth Supplemental Indenture, dated as of May 29, 2024, relating to the 5.950% Notes due 2029, by and between the Company and U.S. Bank Trust Company, National Association, as trustee (incorporated by reference to Exhibit 4.2 of the Company’s Current Report on Form 8-K, filed on May 29, 2024).
4.2	Form of 5.950% Notes due 2029 (included in Exhibit 4.2 of the Company’s Current Report on Form 8-K, filed on May 29, 2024 and incorporated by reference).
4.3	Registration Rights Agreement, dated as of May 29, 2024, relating to the Notes, by and among the Company and Citigroup Global Markets Inc., J.P. Morgan Securities LLC, SMBC Nikko Securities America, Inc., Truist Securities, Inc. and Wells Fargo Securities, LLC, as the representatives of the Initial Purchasers (incorporated by reference to Exhibit 4.4 of the Company’s Current Report on Form 8-K filed on May 29, 2024).
10.1	Amendment No. 2, dated June 12, 2024, to the Amended and Restated Senior Secured Credit Agreement dated May 6, 2022, by and among the Company, each of the Lenders from time to time party thereto and Citibank, N.A., as administrative agent and collateral agent.*
10.2	Amendment No. 3, dated August 6, 2024, to the Amended and Restated Senior Secured Credit Agreement dated May 6, 2022, by and among the Company, each of the Lenders from time to time party thereto and Citibank, N.A., as administrative agent and collateral agent.*
31.1	Certification of Principal Executive Officer Pursuant to Rule 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*
31.2	Certification of Principal Executive Officer Pursuant to Rule 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*
31.3	Certification of Principal Financial Officer Pursuant to Rule 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*
32.1	Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. (furnished herewith)
32.2	Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. (furnished herewith)
32.3	Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. (furnished herewith)
99.1	Section 13(r) Disclosure.*
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.CAL	Inline XBRL Taxonomy Extension Calculation Linkbase Document*
101.DEF	Inline XBRL Taxonomy Extension Definition Linkbase Document*
101.LAB	Inline XBRL Taxonomy Extension Label Linkbase Document*

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Exhibit Number	Description of Exhibits
101.PRE	Inline XBRL Taxonomy Extension Presentation Linkbase Document*
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

*Filed herewith.

The agreements and other documents filed as exhibits to this report are not intended to provide factual information or other disclosure other than with respect to the terms of the agreements or other documents themselves, and you should not rely on them for that purpose. In particular, any representations and warranties made by us in these agreements or other documents were made solely within the specific context of the relevant agreement or document and may not describe the actual state of affairs as of the date they were made or at any other time.

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SIGNATURES

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 thereunto duly authorized.

		Blackstone Private Credit Fund
Date:	August 12, 2024	/s/ Brad Marshall
		Brad Marshall
		Co-Chief Executive Officer
		(Principal Executive Officer)
Date:	August 12, 2024	/s/ Jonathan Bock
		Jonathan Bock
		Co-Chief Executive Officer
		(Principal Executive Officer)
Date:	August 12, 2024	/s/ Teddy Desloge
		Teddy Desloge
		Chief Financial Officer
		(Principal Financial Officer)

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