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 September 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 November 8, 2024 was 965,055,847, 477,270,942 and 21,759,000 of Class I, Class S and Class D common shares, respectively. Common shares outstanding exclude November 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 September 30, 2024 and December 31, 2023 (Unaudited)	5
	Condensed Consolidated Statements of Operations for the three and nine months ended September 30, 2024 and 2023 (Unaudited)	7
	Condensed Consolidated Statements of Changes in Net Assets for the three and nine months ended September 30, 2024 and 2023 (Unaudited)	8
	Condensed Consolidated Statements of Cash Flows for the nine months ended September 30, 2024 and 2023 (Unaudited)	9
	Condensed Consolidated Schedules of Investments as of September 30, 2024 and December 31, 2023 (Unaudited)	11
	Notes to Condensed Consolidated Financial Statements (Unaudited)	103
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	234
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	249
Item 4.	Controls and Procedures	249
PART II	OTHER INFORMATION
Item 1.	Legal Proceedings	251
Item 1A.	Risk Factors	251
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	251
Item 3.	Defaults Upon Senior Securities	251
Item 4.	Mine Safety Disclosures	251
Item 5.	Other Information	252
Item 6.	Exhibits	253
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

WEBSITE DISCLOSURE

We use our website (www.bcred.com) as a channel of distribution of company information. The information we post through this channel may be deemed material. Accordingly, investors should monitor this channel, in addition to following our press releases and SEC filings. The contents of our website are not, however, a part of this Quarterly Report on Form 10-Q.

4

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)

	September 30, 2024		December 31, 2023
ASSETS
Investments at fair value
Non-controlled/non-affiliated investments (cost of $59,210,695 and $48,561,249 at September 30, 2024 and December 31, 2023, respectively)	$	59,166,572	$	48,242,813
Non-controlled/affiliated investments (cost of $558 and $558 at September 30, 2024 and December 31, 2023, respectively)	1,987		2,499
Controlled/affiliated investments (cost of $2,580,499 and $2,459,916 at September 30, 2024 and December 31, 2023, respectively)	2,494,703		2,498,599
Total investments at fair value (cost of $61,791,752 and $51,021,723 at September 30, 2024 and December 31, 2023, respectively)	61,663,262		50,743,911
Cash and cash equivalents (restricted cash of $901 and $938 at September 30, 2024 and December 31, 2023, respectively)	1,341,345		1,481,770
Interest receivable from non-controlled/non-affiliated investments	641,912		515,902
Interest receivable from controlled/affiliated investments	126		—
Dividend receivable from controlled/affiliated investments	94,023		98,607
Receivable from broker	150,669		266,573
Deferred financing costs	123,358		93,836
Deferred offering costs	1,556		1,032
Receivable for investments	602,953		101,460
Derivative assets at fair value (Note 6)	55,247		14,145
Total assets	$	64,674,451	$	53,317,236
LIABILITIES
Debt (net of unamortized debt issuance costs of $110,340 and $91,634 at September 30, 2024 and December 31, 2023, respectively)	$	26,538,391	$	23,179,861
Payable for investments	101,435		70,138
Management fees payable (Note 3)	112,634		87,272
Income based incentive fees payable (Note 3)	139,413		122,943
Interest payable	350,012		322,597
Derivative liabilities at fair value (Note 6)	69,280		165,541
Due to affiliates	23,724		23,577
Distribution payable (Note 9)	310,553		245,032
Payable for share repurchases (Note 9)	547,722		532,774
Accrued expenses and other liabilities	34,694		33,064
Total liabilities	28,227,858		24,782,799
Commitments and contingencies (Note 8)
NET ASSETS
Common Shares, $0.01 par value (1,429,358,181 and 1,123,896,870 shares issued and outstanding at September 30, 2024 and December 31, 2023, respectively)	14,294		11,239
Additional paid in capital	36,466,156		28,679,353
Distributable earnings (loss)	(33,857)		(156,155)
Total net assets	36,446,593		28,534,437
Total liabilities and net assets	$	64,674,451	$	53,317,236
The accompanying notes are an integral part of these condensed consolidated financial statements.

5

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	September 30, 2024		December 31, 2023
Class I Shares:
Net assets	$	24,012,040	$	18,649,595
Common Shares outstanding ($0.01 par value, unlimited shares authorized)	941,701,780		734,579,940
Net asset value per share	$	25.50	$	25.39
Class S Shares:
Net assets	$	11,892,013	$	9,492,496
Common Shares outstanding ($0.01 par value, unlimited shares authorized)	466,379,311		373,864,258
Net asset value per share	$	25.50	$	25.39
Class D Shares:
Net assets	$	542,540	$	392,346
Common Shares outstanding ($0.01 par value, unlimited shares authorized)	21,277,090		15,452,672
Net asset value per share	$	25.50	$	25.39

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

6

Blackstone Private Credit Fund

Condensed Consolidated Statements of Operations

(in thousands)

(Unaudited)

	Three Months Ended September 30,				Nine Months Ended September 30,
	2024		2023		2024		2023
Investment income:
From non-controlled/non-affiliated investments:
Interest income	$	1,534,454	$	1,309,957	$	4,390,085	$	3,816,351
Payment-in-kind interest income	86,045		60,593		273,235		152,815
Dividend income	442		158		487		158
Fee income	3,528		1,108		9,982		2,489
From non-controlled/affiliated investments:
Dividend income	—		9		13		16
From controlled/affiliated investments:
Interest income	846		144		2,327		144
Payment-in-kind interest income	7,634		839		8,343		1,101
Dividend income	64,207		84,119		224,441		226,900
Total investment income	1,697,156		1,456,927		4,908,913		4,199,974
Expenses:
Interest expense	452,804		444,235		1,349,019		1,319,057
Management fees (Note 3)	112,634		79,728		312,344		228,966
Income based incentive fees (Note 3)	139,413		113,721		398,969		323,979
Distribution and shareholder servicing fees
Class S	24,940		17,649		69,675		49,338
Class D	331		199		892		880
Professional fees	2,780		5,791		9,510		13,771
Board of Trustees’ fees	225		221		671		685
Administrative service expenses (Note 3)	1,408		1,741		5,149		5,095
Other general & administrative	3,889		5,403		12,501		14,776
Amortization of continuous offering costs	1,116		361		2,613		2,676
Total expenses before excise tax	739,540		669,049		2,161,343		1,959,223
Net investment income before excise tax	957,616		787,878		2,747,570		2,240,751
Excise tax expense	6,990		9,681		25,352		23,113
Net investment income after excise tax	950,626		778,197		2,722,218		2,217,638
Realized and unrealized gain (loss):
Net change in unrealized appreciation (depreciation):
Non-controlled/non-affiliated investments	(42,971)		346,721		158,127		484,558
Non-controlled/affiliated investments	(92)		(305)		(512)		(178)
Controlled/affiliated investments	(22,621)		26,866		(124,479)		77,980
Derivative instruments (Note 6)	(8,485)		7,661		9,438		(7,305)
Foreign currency and other transactions	(7,609)		3,562		2,555		(2,220)
Net change in unrealized appreciation (depreciation)	(81,778)		384,505		45,129		552,835
Net realized gain (loss):
Non-controlled/non-affiliated investments	(61,988)		(127,364)		(126,497)		(305,414)
Non-controlled/affiliated investments	—		—		—		213
Derivative instruments (Note 6)	(14,196)		2,704		(14,578)		5,010
Foreign currency and other transactions	7,941		(10,321)		11,989		(6,900)
Net realized gain (loss)	(68,243)		(134,981)		(129,086)		(307,091)
Net realized and change in unrealized gain (loss)	(150,021)		249,524		(83,957)		245,744
Net increase (decrease) in net assets resulting from operations	$	800,605	$	1,027,721	$	2,638,261	$	2,463,382

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

7

Blackstone Private Credit Fund

Condensed Consolidated Statements of Changes in Net Assets

(in thousands)

(Unaudited)

	Three Months Ended September 30,				Nine Months Ended September 30,
	2024		2023		2024		2023
Operations:
Net investment income after excise tax	$	950,626	$	778,197	$	2,722,218	$	2,217,638
Net change in unrealized appreciation (depreciation)	(81,778)		384,505		45,129		552,835
Net realized gain (loss)	(68,243)		(134,981)		(129,086)		(307,091)
Net increase (decrease) in net assets resulting from operations	800,605		1,027,721		2,638,261		2,463,382
Distributions to common shareholders:
Class I	(613,824)		(440,051)		(1,700,840)		(1,247,456)
Class S	(278,214)		(198,745)		(778,887)		(546,252)
Class D	(13,444)		(8,094)		(36,237)		(35,147)
Net decrease in net assets resulting from distributions	(905,482)		(646,890)		(2,515,964)		(1,828,855)
Share transactions:
Class I:
Proceeds from shares sold	1,817,606		1,320,655		5,618,350		2,782,476
Share transfers between classes	30,939		17,624		101,404		1,149,483
Distributions reinvested	285,248		202,132		787,774		557,869
Repurchased shares, net of early repurchase deduction	(436,427)		(409,713)		(1,225,023)		(2,230,246)
Net increase (decrease) from share transactions	1,697,366		1,130,698		5,282,505		2,259,582
Class S:
Proceeds from shares sold	733,227		708,441		2,402,991		1,601,265
Share transfers between classes	(30,977)		(13,077)		(102,323)		(55,217)
Distributions reinvested	138,243		89,644		380,424		245,606
Repurchased shares, net of early repurchase deduction	(107,743)		(82,448)		(322,351)		(345,554)
Net increase (decrease) from share transactions	732,750		702,560		2,358,741		1,446,100
Class D:
Proceeds from shares sold	36,765		143,591		158,603		215,875
Share transfers between classes	38		(4,547)		919		(1,094,266)
Distributions reinvested	2,429		891		6,032		16,596
Repurchased shares, net of early repurchase deduction	(4,002)		—		(16,941)		(13,816)
Net increase (decrease) from share transactions	35,230		139,935		148,613		(875,611)
Total increase (decrease) in net assets	2,360,469		2,354,024		7,912,156		3,464,598
Net assets, beginning of period	34,086,124		23,795,639		28,534,437		22,685,065
Net assets, end of period	$	36,446,593	$	26,149,663	$	36,446,593	$	26,149,663

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)

	Nine Months Ended September 30,
	2024		2023
Cash flows from operating activities:
Net increase (decrease) in net assets resulting from operations	$	2,638,261	$	2,463,382
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	(33,136)		(562,360)
Net change in unrealized (appreciation) depreciation on derivative instruments	(9,438)		7,305
Net change in unrealized (appreciation) depreciation on foreign currency and other transactions	(2,555)		2,220
Net realized (gain) loss on investments	126,497		305,201
Net realized (gain) loss on derivative instruments	14,578		(5,010)
Net realized (gain) loss on foreign currency and other transactions	(11,989)		6,900
Payment-in-kind interest capitalized	(286,773)		(161,247)
Net accretion of discount and amortization of premium	(153,853)		(124,982)
Amortization of deferred financing costs	29,581		23,205
Amortization of debt issuance costs and original issue discount on notes	24,199		20,587
Amortization of offering costs	2,613		2,676
Purchases of investments	(16,186,297)		(3,702,885)
Proceeds from sale of investments and principal repayments	5,730,397		4,743,706
Changes in operating assets and liabilities:
Interest receivable from non-controlled/non-affiliated investments	(126,010)		49,942
Interest receivable from controlled/affiliated investments	(126)		—
Dividend receivable from controlled/affiliated investments	4,584		(28,522)
Receivable from broker	115,904		(12,581)
Receivable for investments	(501,493)		411,392
Other assets	—		5,088
Payable for investments	31,297		(392,120)
Management fees payable	25,362		6,336
Income based incentive fees payable	16,470		19,604
Interest payable	27,415		31,409
Due to affiliates	147		(18,302)
Accrued expenses and other liabilities	1,630		(4,092)
Net cash provided by (used in) operating activities	(8,522,735)		3,086,852
Cash flows from financing activities:
Borrowings on debt	6,135,797		2,610,921
Repayments on debt	(3,040,077)		(6,085,397)
Deferred financing costs paid	(57,698)		(25,976)
Debt issuance costs paid	(4,525)		(13,278)
Deferred offering costs paid	(3,317)		(337)
Proceeds from issuance of common shares	8,179,944		4,599,616
Repurchased shares, net of early repurchase deduction paid	(1,549,969)		(3,258,629)
Dividends paid in cash	(1,277,857)		(980,992)
Net cash provided by (used in) financing activities	8,382,298		(3,154,072)
Net increase (decrease) in cash and cash equivalents	(140,437)		(67,220)
Effect of foreign exchange rate changes on cash and cash equivalents	12		(2,334)
Cash and cash equivalents, beginning of period	1,481,770		1,351,901
Cash and cash equivalents, end of period	$	1,341,345	$	1,282,347
The accompanying notes are an integral part of these condensed consolidated financial statements.

9

Blackstone Private Credit Fund

Condensed Consolidated Statements of Cash Flows

(in thousands)

(Unaudited)

	Nine Months Ended September 30,
	2024		2023
Supplemental information and non-cash activities:
Interest paid during the period	$	1,513,206	$	1,429,853
Distribution payable	310,553		226,180
Reinvestment of distributions during the period	1,174,230		820,071
Accrued but unpaid debt financing costs	175		—
Accrued but unpaid debt issuance costs	1,966		—
Accrued but unpaid offering costs	616		6
Share repurchases accrued but not yet paid	547,722		492,207
Excise taxes paid	26,402		5,968

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

10

Blackstone Private Credit Fund

Condensed Consolidated Schedule of Investments

September 30, 2024

(in thousands)

(Unaudited)

Investments (1)(19)	Footnotes	Reference Rate and Spread (2)		Interest Rate (2)(15)	Acquisition Date	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
Atlas CC Acquisition Corp.	(7)(10)	SOFR +	4.25%	9.57%	5/25/2021	5/25/2028	$	50,078	$	49,146	$	35,125	0.10	%
Atlas CC Acquisition Corp.	(4)(5)(7)(10)	SOFR +	4.00%	9.29%	5/25/2021	5/26/2026	5,596		5,459		714		0.00
Corfin Holdings, Inc.	(4)(10)	SOFR +	5.25%	10.61%	1/7/2021	12/31/2027	32,553		32,513		32,553		0.09
Frontgrade Technologies Holdings, Inc.	(4)(7)(10)	SOFR +	5.00%	10.10%	1/9/2023	1/9/2030	2,352		2,292		2,352		0.01
Loar Group Inc	(4)(6)(7)(11)	SOFR +	4.75%	9.60%	7/28/2022	5/10/2030	252,178		251,601		251,238		0.69
Loar Group Inc	(4)(5)(6)(11)	SOFR +	4.75%	9.60%	8/26/2024	5/10/2030	359,100		352,042		359,100		0.99
Magneto Components BuyCo, LLC	(4)(7)(10)	SOFR +	6.00%	10.60% (incl. 2.65% PIK)	12/5/2023	12/5/2030	54,337		52,831		54,202		0.15
Maverick Acquisition, Inc.	(4)(11)	SOFR +	6.25%	10.85%	6/1/2021	6/1/2027	47,851		47,382		37,563		0.10
Peraton Corp.	(10)	SOFR +	3.75%	8.70%	2/1/2021	2/1/2028	14,361		14,382		13,851		0.04
TransDigm Inc	(6)(8)	SOFR +	2.50%	7.10%	11/28/2023	2/28/2031	7,980		8,004		7,958		0.02
Vertex Aerospace Services Corp.	(10)	SOFR +	2.75%	7.60%	12/6/2021	12/6/2030	11,702		11,661		11,709		0.03
West Star Aviation Acquisition, LLC	(4)(5)(11)	SOFR +	5.00%	9.60%	11/3/2023	3/1/2028	9,903		9,747		9,903		0.03
West Star Aviation Acquisition, LLC	(4)(10)	SOFR +	5.00%	9.60%	3/1/2022	3/1/2028	4,889		4,816		4,889		0.01
									841,876		821,157		2.26
Air Freight & Logistics
AGI-CFI Holdings, Inc.	(4)(10)	SOFR +	5.75%	11.26%	6/11/2021	6/11/2027	211,975		209,979		207,205		0.57
AGI-CFI Holdings, Inc.	(4)(10)	SOFR +	5.75%	11.23%	12/21/2021	6/11/2027	51,581		51,073		50,420		0.14
Alliance Ground	(4)(9)	SOFR +	5.75%	11.26%	7/25/2022	6/11/2027	93,986		92,949		91,871		0.25
ENV Bidco AB	(4)(6)(7)(8)	E +	5.75%	9.10%	7/19/2022	7/19/2029	EUR	114,140	113,391		126,691		0.35
ENV Bidco AB	(4)(6)(10)	SOFR +	5.75%	10.35%	7/19/2022	7/19/2029	102,349		100,586		102,349		0.28
Livingston International, Inc.	(4)(6)(10)	SOFR +	5.50%	10.24%	8/13/2021	4/30/2027	101,042		100,684		98,768		0.27
Mode Purchaser, Inc.	(4)(11)	SOFR +	6.25%	11.50%	1/7/2021	12/9/2026	27,349		27,012		27,213		0.07
Mode Purchaser, Inc.	(4)(11)	SOFR +	6.25%	11.50%	2/4/2022	2/5/2029	135,783		134,097		135,104		0.37
RoadOne Inc	(4)(5)(7)(11)	SOFR +	6.25%	11.10%	12/30/2022	12/30/2028	1,090		1,062		1,063		0.00
RWL Holdings, LLC	(4)(10)	SOFR +	5.75%	10.50%	12/13/2021	12/31/2028	270,834		267,569		249,844		0.69
SEKO Global Logistics Network, LLC	(4)(5)(11)(17)	E +	8.00%	11.38%	12/21/2021	12/30/2026	EUR	34,596	39,792		26,958		0.07
SEKO Global Logistics Network, LLC	(4)(5)(11)(17)	SOFR +	8.00%	12.95%	1/7/2021	12/30/2026	74,663		73,767		52,264		0.14

11

Blackstone Private Credit Fund

Condensed Consolidated Schedule of Investments

September 30, 2024

(in thousands)

(Unaudited)

Investments (1)(19)	Footnotes	Reference Rate and Spread (2)		Interest Rate (2)(15)	Acquisition Date	Maturity Date	Par Amount/Units (1)		Cost (3)		Fair Value		% of Net Assets
First Lien Debt - non-controlled/non-affiliated (continued)
Air Freight & Logistics (continued)
SEKO Global Logistics Network, LLC	(4)(5)(11)(17)	SOFR +	8.00%	12.95%	7/25/2022	12/30/2026	$	9,420	$	9,246	$	6,594	0.02	%
SEKO Global Logistics Network, LLC	(4)(5)(7)(11)	SOFR +	8.00%	12.95%	7/1/2024	12/30/2026	1,398		1,365		1,398		0.00
SEKO Global Logistics Network, LLC	(4)(5)(7)(11)(17)	SOFR +	8.00%	12.95%	1/7/2021	12/30/2026	6,920		6,863		4,270		0.01
The Kenan Advantage Group, Inc.	(8)	SOFR +	3.25%	8.10%	8/6/2024	1/25/2029	12,983		12,983		12,962		0.04
Wwex Uni Topco Holdings, LLC	(10)	SOFR +	4.00%	8.87%	7/26/2021	7/26/2028	13,935		13,860		14,018		0.04
									1,256,278		1,208,992		3.31
Airlines
Air Canada	(6)(8)	SOFR +	2.50%	7.25%	3/21/2024	3/14/2031	6,308		6,293		6,331		0.02
Auto Components
Clarios Global LP	(6)(8)	SOFR +	2.50%	7.35%	7/16/2024	5/6/2030	3,491		3,491		3,497		0.01
Dellner Couplers Group AB	(5)(6)(8)	E +	5.50%	8.85%	6/20/2024	6/18/2029	EUR	23,500	24,907		26,192		0.07
									28,398		29,689		0.08
Beverages
Triton Water Holdings, Inc.	(9)	SOFR +	3.25%	8.12%	3/31/2021	3/31/2028	44,424		43,867		44,398		0.12
Biotechnology
Grifols Worldwide Operations USA Inc	(8)	SOFR +	2.00%	7.40%	1/7/2021	11/15/2027	4,094		4,057		3,986		0.01
Broadline Retail
Peer USA, LLC	(6)(8)	SOFR +	3.00%	7.60%	6/26/2024	6/20/2031	7,000		7,021		7,031		0.02
Building Products
Cornerstone Building Brands, Inc.	(6)(9)	SOFR +	5.63%	10.72%	7/25/2022	8/1/2028	25,545		25,268		25,759		0.07
Cornerstone Building Brands, Inc.	(6)(9)	SOFR +	3.25%	8.45%	4/15/2021	4/12/2028	4,830		4,808		4,739		0.01
Engineered Stone Group Holdings III Ltd.	(4)(6)(8)	E +	5.75%	10.35% (incl. 6.53% PIK)	11/22/2021	4/23/2028	EUR	31,114	33,896		29,959		0.08
Engineered Stone Group Holdings III Ltd.	(4)(6)(10)	SOFR +	5.75%	12.10% (incl. 7.54% PIK)	11/22/2021	4/23/2028	64,832		63,826		56,080		0.15

12

Blackstone Private Credit Fund

Condensed Consolidated Schedule of Investments

September 30, 2024

(in thousands)

(Unaudited)

Investments (1)(19)	Footnotes	Reference Rate and Spread (2)		Interest Rate (2)(15)	Acquisition Date	Maturity Date	Par Amount/Units (1)		Cost (3)		Fair Value		% of Net Assets
First Lien Debt - non-controlled/non-affiliated (continued)
Building Products (continued)
Fencing Supply Group Acquisition, LLC	(4)(11)	SOFR +	6.00%	10.95%	2/26/2021	2/26/2027	$	109,862	$	109,078	$	108,215	0.30	%
Great Day Improvements, LLC	(4)(7)(13)	SOFR +	5.50%	10.71%	6/13/2024	6/13/2030	36,237		35,436		35,394		0.10
Jacuzzi Brands, LLC	(4)(10)	SOFR +	6.00%	10.60%	1/7/2021	2/25/2027	43,474		43,273		39,562		0.11
Jacuzzi Brands, LLC	(4)(10)	SOFR +	6.00%	10.60%	4/20/2022	2/25/2027	187,540		186,384		170,661		0.47
Jacuzzi Brands, LLC	(4)(10)	SOFR +	6.00%	10.60%	1/7/2021	2/25/2027	6,319		6,287		5,750		0.02
Kodiak BP, LLC	(10)	SOFR +	3.25%	8.21%	3/12/2021	3/12/2028	40,069		39,921		40,123		0.11
L&S Mechanical Acquisition, LLC	(4)(10)	SOFR +	6.25%	11.55%	9/1/2021	9/1/2027	109,203		108,153		109,203		0.30
L&S Mechanical Acquisition, LLC	(4)(5)(10)	SOFR +	6.25%	11.55%	8/19/2024	9/1/2027	11,009		10,797		11,009		0.03
LBM Acquisition, LLC	(10)	SOFR +	3.75%	8.97%	6/6/2024	5/31/2031	44,630		44,204		43,837		0.12
Lindstrom, LLC	(4)(11)	SOFR +	6.25%	11.55%	4/19/2022	5/1/2026	146,952		146,245		145,482		0.40
Oscar Acquisitionco, LLC	(9)	SOFR +	4.25%	8.85%	4/29/2022	4/29/2029	2,985		2,996		2,952		0.01
Tamko Building Products, LLC	(8)	SOFR +	3.25%	8.17%	9/20/2023	9/20/2030	2,985		2,992		2,996		0.01
The Chamberlain Group, Inc.	(9)	SOFR +	3.25%	8.20%	11/3/2021	11/3/2028	25,016		24,869		24,913		0.07
Windows Acquisition Holdings, Inc.	(4)(11)	SOFR +	6.50%	11.25% (incl. 10.03% PIK)	1/7/2021	12/29/2026	57,420		57,000		52,539		0.14
									945,433		909,173		2.50
Capital Markets
Apex Group Treasury, LLC	(6)(9)	SOFR +	3.75%	8.96%	7/27/2021	7/27/2028	15,024		15,004		15,062		0.04
Apex Group Treasury, LLC	(6)(9)	SOFR +	4.00%	9.08%	8/2/2024	7/27/2028	78,157		78,157		78,450		0.22
Aretec Group, Inc.	(6)(8)	SOFR +	4.00%	8.85%	5/29/2024	8/9/2030	853		853		837		0.00
FFML Holdco Ltd	(4)(6)(10)	B+	6.25%	11.53%	11/11/2022	11/30/2028	NZD	37,316	22,694		23,707		0.07
Focus Financial Partners LLC	(7)(8)	SOFR +	3.25%	8.10%	9/11/2024	9/11/2031	14,889		14,851		14,858		0.04
GTCR Everest Borrower, LLC	(6)(7)(8)	SOFR +	3.00%	7.60%	9/5/2024	9/5/2031	12,388		12,287		12,200		0.03
Osaic Holdings Inc	(8)	SOFR +	4.00%	8.85%	5/6/2024	8/17/2028	10,594		10,602		10,493		0.03
Resolute Investment Managers, Inc.	(5)(11)	SOFR +	6.50%	11.37%	12/29/2023	4/30/2027	3,894		3,848		3,604		0.01
Situs-AMC Holdings Corporation	(4)(11)	SOFR +	5.50%	10.20%	12/22/2021	12/22/2027	12,151		12,085		12,090		0.03
Superannuation And Investments US, LLC	(6)(9)	SOFR +	3.75%	8.71%	12/1/2021	12/1/2028	13,059		13,005		13,097		0.04
The Edelman Financial Engines Center, LLC	(8)	SOFR +	3.25%	8.10%	6/5/2024	4/7/2028	18,370		18,370		18,357		0.05
									201,756		202,755		0.56

13

Blackstone Private Credit Fund

Condensed Consolidated Schedule of Investments

September 30, 2024

(in thousands)

(Unaudited)

Investments (1)(19)	Footnotes	Reference Rate and Spread (2)		Interest Rate (2)(15)	Acquisition Date	Maturity Date	Par Amount/Units (1)		Cost (3)		Fair Value		% of Net Assets
First Lien Debt - non-controlled/non-affiliated (continued)
Chemicals
Charter Next Generation Inc	(10)	SOFR +	3.25%	8.10%	1/30/2024	12/1/2027	$	1,990	$	2,003	$	1,992	0.01	%
DCG Acquisition Corp.	(4)(5)(7)(10)	SOFR +	4.75%	9.60%	6/13/2024	6/13/2031	210,895		208,353		209,293		0.57
Derby Buyer, LLC	(6)(9)	SOFR +	3.50%	8.70%	5/14/2024	11/1/2030	6,468		6,506		6,486		0.02
Formulations Parent Corp.	(4)(7)(10)	SOFR +	5.75%	10.87%	11/15/2023	11/15/2030	21,321		20,888		21,073		0.06
Geon Performance Solutions, LLC	(10)	SOFR +	4.25%	9.12%	8/18/2021	8/18/2028	3,589		3,574		3,603		0.01
Hyperion Materials & Technologies, Inc.	(9)	SOFR +	4.50%	9.46%	8/30/2021	8/30/2028	7,925		7,915		7,392		0.02
									249,239		249,839		0.69
Commercial Services & Supplies
Access CIG, LLC	(9)	SOFR +	5.00%	10.25%	8/18/2023	8/18/2028	43,524		43,067		43,765		0.12
Allied Universal Holdco, LLC	(9)	SOFR +	3.75%	8.70%	4/8/2021	5/12/2028	40,833		40,782		40,480		0.11
Anticimex, Inc.	(6)(9)	SOFR +	3.15%	8.48%	11/8/2021	11/16/2028	11,675		11,648		11,678		0.03
APX Group, Inc.	(6)(9)	SOFR +	2.75%	8.03%	7/9/2021	7/10/2028	17,256		17,234		17,279		0.05
Bazaarvoice, Inc.	(4)(7)(8)	SOFR +	5.25%	9.25%	5/7/2021	5/7/2028	405,472		405,472		405,472		1.11
CFS Brands, LLC	(4)(7)(11)	SOFR +	5.75%	10.60%	10/2/2023	10/2/2030	210,048		205,827		209,942		0.58
DG Investment Intermediate Holdings 2, Inc.	(10)	SOFR +	3.75%	8.71%	3/31/2021	3/31/2028	22,535		22,557		22,514		0.06
Divisions Holding Corp.	(4)(10)	SOFR +	4.75%	9.71%	5/27/2021	5/27/2028	5,865		5,832		5,873		0.02
EAB Global, Inc.	(9)	SOFR +	3.25%	8.10%	8/16/2021	8/16/2028	13,374		13,354		13,342		0.04
Foundational Education Group, Inc.	(9)	SOFR +	3.75%	9.26%	8/31/2021	8/31/2028	8,891		8,842		8,614		0.02
FusionSite Midco, LLC	(4)(11)	SOFR +	5.75%	10.62%	11/17/2023	11/17/2029	45,126		44,258		45,126		0.12
FusionSite Midco, LLC	(4)(11)	SOFR +	5.75%	11.29%	11/17/2023	11/17/2029	19,516		19,140		19,516		0.05
FusionSite Midco, LLC	(4)(5)(7)(11)	SOFR +	5.75%	10.49%	9/25/2024	11/17/2029	2,978		2,026		1,945		0.01
Garda World Security Corp.	(6)(8)	SOFR +	3.50%	8.60%	8/6/2024	2/1/2029	20,967		20,967		20,991		0.06
Gatekeeper Systems Inc	(4)(10)	SOFR +	5.00%	10.06%	8/27/2024	8/28/2030	252,665		247,690		247,612		0.68
Gatekeeper Systems Inc	(4)(5)(7)(10)	SOFR +	5.00%	10.06%	8/27/2024	8/28/2030	6,159		5,188		5,172		0.01
GBT US III, LLC	(6)(8)	SOFR +	3.00%	8.28%	7/26/2024	7/25/2031	4,000		4,010		3,997		0.01
Gorilla Investor LLC	(4)(5)(10)	SOFR +	5.00%	9.60%	9/26/2024	9/30/2031	168,043		164,684		166,363		0.46
Iris Buyer, LLC	(4)(11)	SOFR +	6.25%	11.50%	10/2/2023	10/2/2030	54,679		53,390		54,679		0.15
Iris Buyer, LLC	(4)(5)(7)(11)	SOFR +	6.25%	10.85%	10/2/2023	10/2/2030	5,155		4,822		4,902		0.01

14

Blackstone Private Credit Fund

Condensed Consolidated Schedule of Investments

September 30, 2024

(in thousands)

(Unaudited)

Investments (1)(19)	Footnotes	Reference Rate and Spread (2)		Interest Rate (2)(15)	Acquisition Date	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)
Java Buyer, Inc.	(4)(7)(10)	SOFR +	5.75%	10.79%	12/15/2021	12/15/2027	$	162,481	$	160,234	$	161,457	0.44	%
Java Buyer, Inc.	(4)(10)	SOFR +	5.75%	10.45%	11/9/2023	12/15/2027	54,083		53,114		54,083		0.15
Java Buyer, Inc.	(4)(10)	SOFR +	5.75%	11.17%	12/15/2021	12/15/2027	92,906		92,001		92,906		0.25
JSS Holdings, Inc.	(4)(10)	SOFR +	5.25%	10.10%	12/29/2021	12/17/2030	236,063		233,923		236,063		0.65
JSS Holdings, Inc.	(4)(10)	SOFR +	5.25%	10.10%	1/7/2021	12/17/2030	45,220		44,806		45,220		0.12
Knowledge Pro Buyer, Inc.	(4)(7)(10)	SOFR +	5.00%	9.95%	12/10/2021	12/10/2027	89,216		88,336		89,137		0.24
KPSKY Acquisition, Inc.	(4)(10)(18)	SOFR +	5.50%	10.85%	10/19/2021	10/19/2028	46,601		46,062		41,941		0.12
KPSKY Acquisition, Inc.	(4)(10)(18)	SOFR +	5.50%	10.90%	10/19/2021	10/19/2028	20,790		20,549		18,711		0.05
Onex Baltimore Buyer, Inc.	(4)(11)(18)	SOFR +	5.00%	9.85%	12/1/2021	12/1/2027	187,232		185,238		187,232		0.51
Onex Baltimore Buyer, Inc.	(4)(7)(11)(18)	SOFR +	5.00%	9.85%	12/1/2021	12/1/2027	219,692		216,704		218,457		0.60
Pearce Intermediate Holdings, Inc	(4)(12)	SOFR +	4.50%	9.52%	6/2/2021	6/2/2027	82,554		81,587		82,554		0.23
Pearce Intermediate Holdings, Inc	(4)(5)(7)(11)	SOFR +	4.50%	9.91%	6/29/2023	6/2/2027	814		787		787		0.00
Polyphase Elevator Holding Co.	(4)(5)(7)(11)	SOFR +	6.00%	10.70% (incl. 5.00% PIK)	6/23/2021	6/23/2027	6,019		5,980		4,578		0.01
Polyphase Elevator Holding Co.	(4)(5)(11)	SOFR +	6.00%	10.70% (incl. 5.00% PIK)	12/21/2021	6/23/2027	10,694		10,694		8,128		0.02
Prime Security Services Borrower, LLC	(8)	SOFR +	2.25%	7.45%	4/15/2024	10/13/2030	1,496		1,505		1,496		0.00
Pye-Barker Fire & Safety, LLC	(4)(5)(10)	SOFR +	4.50%	9.10%	5/24/2024	5/24/2031	4,461		4,461		4,461		0.01
Pye-Barker Fire & Safety, LLC	(4)(5)(10)	SOFR +	4.50%	9.10%	5/24/2024	5/24/2031	13,816		13,751		13,747		0.04
Safety Products/JHC Acquisition Corp	(7)(8)	SOFR +	4.50%	9.45%	1/7/2021	6/28/2026	50,567		50,447		50,606		0.14
The Hiller Companies, LLC	(4)(10)	SOFR +	5.00%	9.96%	6/20/2024	6/20/2030	75,563		74,843		74,808		0.21
The Hiller Companies, LLC	(4)(5)(7)(10)	SOFR +	5.00%	10.28%	6/20/2024	6/20/2030	4,335		4,080		4,089		0.01
TRC Companies, Inc (fka Bolt Infrastructure Merger Sub, Inc.)	(9)	SOFR +	3.75%	8.71%	12/9/2021	12/8/2028	26,862		26,785		26,883		0.07
Vaco Holdings, Inc.	(10)	SOFR +	5.00%	9.95%	1/21/2022	1/21/2029	8,963		8,936		8,820		0.02
Veregy Consolidated, Inc.	(11)	SOFR +	6.00%	11.51%	1/7/2021	11/2/2027	20,000		20,024		19,983		0.05
Water Holdings Acquisition LLC	(4)(5)(7)(10)	SOFR +	5.00%	10.25%	7/31/2024	7/31/2031	185,476		183,497		183,436		0.50
									2,969,134		2,978,845		8.14

15

Blackstone Private Credit Fund

Condensed Consolidated Schedule of Investments

September 30, 2024

(in thousands)

(Unaudited)

Investments (1)(19)	Footnotes	Reference Rate and Spread (2)		Interest Rate (2)(15)	Acquisition Date	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%	11.87%	5/3/2021	5/3/2027	$	30,600	$	30,336	$	30,600	0.08	%
Atlas Securitized Products Funding 2, L.P.	(4)(5)(7)(8)	SOFR +	1.50%	6.70%	3/28/2024	4/10/2026	134,503		130,697		134,503		0.37
Azuria Water Solutions Inc	(10)	SOFR +	3.75%	8.60%	7/23/2024	5/17/2028	34,522		34,522		34,706		0.10
Brookfield WEC Holdings, Inc.	(8)	SOFR +	2.75%	7.60%	1/25/2024	1/27/2031	7,963		7,884		7,970		0.02
Consor Intermediate II, LLC	(4)(5)(7)(10)	SOFR +	4.75%	9.35%	5/10/2024	5/10/2031	48,883		48,100		48,357		0.13
COP Home Services TopCo IV, Inc.	(4)(7)(11)	SOFR +	6.00%	11.35%	6/9/2023	12/31/2027	209,500		205,980		209,077		0.57
Gannett Fleming Inc	(4)(5)(7)(10)	SOFR +	4.50%	9.67%	8/5/2024	8/5/2030	361,703		355,874		355,718		0.98
Groundworks, LLC	(8)	SOFR +	3.50%	8.60%	3/14/2024	3/14/2031	9,056		9,074		9,008		0.02
Groundworks, LLC	(7)(8)	SOFR +	3.50%	8.60%	3/14/2024	3/14/2031	267		165		258		0.00
Peak Utility Services Group, Inc.	(4)(11)	SOFR +	5.00%	10.41%	3/2/2021	3/2/2028	15,170		15,096		13,881		0.04
Peak Utility Services Group, Inc.	(4)(11)	SOFR +	5.00%	10.41%	3/2/2021	3/2/2028	2,023		2,016		1,851		0.01
Refficiency Holdings, LLC	(10)	SOFR +	3.50%	8.45%	10/28/2021	12/16/2027	11,258		11,212		11,318		0.03
Thermostat Purchaser III, Inc.	(4)(7)(10)	SOFR +	4.25%	8.85%	6/20/2024	8/31/2028	9,975		9,869		9,942		0.03
									860,825		867,189		2.38
Containers & Packaging
Anchor Packaging, LLC	(8)	SOFR +	3.75%	8.60%	5/7/2024	7/18/2029	1,995		2,000		2,005		0.01
Ascend Buyer, LLC	(4)(10)	SOFR +	5.75%	10.50%	10/18/2022	9/30/2028	11,328		11,100		11,328		0.03
Ascend Buyer, LLC	(4)(5)(7)(10)	SOFR +	5.75%	10.50%	9/30/2021	9/30/2027	2,587		2,509		2,587		0.01
Berlin Packaging, LLC	(8)	SOFR +	3.75%	8.95%	6/7/2024	6/7/2031	15,361		15,325		15,367		0.04
Clydesdale Acquisition Holdings, Inc.	(9)	SOFR +	3.18%	8.02%	4/13/2022	4/13/2029	13,989		13,737		13,933		0.04
Graham Packaging Co, Inc.	(8)	SOFR +	2.50%	7.35%	7/31/2024	8/4/2027	7,932		7,932		7,933		0.02
MAR Bidco S.à r.l.	(6)(9)	SOFR +	4.20%	9.29%	6/28/2021	7/6/2028	3,829		3,818		3,714		0.01
Pretium PKG Holdings, Inc.	(11)(18)	SOFR +	4.60%	9.85% (incl. 1.38% PIK)	10/2/2023	10/2/2028	22,230		21,985		17,914		0.05
ProAmpac PG Borrower, LLC	(10)	SOFR +	4.00%	9.30%	4/9/2024	9/15/2028	16,232		16,232		16,277		0.04
Ring Container Technologies Group, LLC	(9)	SOFR +	2.75%	7.60%	7/19/2024	8/12/2028	985		985		985		0.00
TricorBraun Holdings, Inc.	(9)	SOFR +	3.25%	8.21%	3/3/2021	3/3/2028	13,663		13,598		13,419		0.04
Trident TPI Holdings, Inc.	(9)	SOFR +	4.00%	8.60%	4/1/2024	9/15/2028	21,739		21,739		21,798		0.06
									130,960		127,260		0.35

16

Blackstone Private Credit Fund

Condensed Consolidated Schedule of Investments

September 30, 2024

(in thousands)

(Unaudited)

Investments (1)(19)	Footnotes	Reference Rate and Spread (2)		Interest Rate (2)(15)	Acquisition Date	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)(5)(10)	SOFR +	5.50%	10.69%	12/10/2021	12/10/2028	$	7,820	$	7,726	$	7,096	0.02	%
BradyIFS Holdings, LLC	(4)(11)	SOFR +	6.00%	11.25%	10/31/2023	10/31/2029	202,799		199,365		202,799		0.56
BradyIFS Holdings, LLC	(4)(5)(7)(11)	SOFR +	6.00%	11.06%	10/31/2023	10/31/2029	15,991		15,665		15,767		0.04
Genuine Cable Group, LLC	(4)(10)	SOFR +	5.75%	10.70%	11/1/2021	11/2/2026	29,725		29,410		28,759		0.08
Marcone Yellowstone Buyer, Inc.	(4)(10)	SOFR +	6.50%	11.98%	11/1/2022	6/23/2028	15,532		15,223		14,290		0.04
Marcone Yellowstone Buyer, Inc.	(4)(10)	SOFR +	6.25%	11.53%	12/31/2021	6/23/2028	26,188		25,910		23,897		0.07
NDC Acquisition Corp.	(4)(7)(8)	SOFR +	5.50%	10.20%	3/9/2021	3/9/2027	21,713		21,432		21,713		0.06
PT Intermediate Holdings III, LLC	(4)(9)	SOFR +	5.00%	10.33% (incl. 1.75% PIK)	4/9/2024	4/9/2030	167,958		167,577		167,958		0.46
PT Intermediate Holdings III, LLC	(4)(5)(7)(10)	SOFR +	4.75%	9.35%	4/9/2024	4/9/2030	1,432		1,417		1,415		0.00
S&S Holdings, LLC	(9)	SOFR +	5.00%	10.06%	3/11/2021	3/11/2028	7,812		7,828		7,790		0.02
Tailwind Colony Holding Corporation	(4)(11)	SOFR +	6.50%	11.85%	1/7/2021	5/13/2026	82,044		81,646		80,813		0.22
									573,199		572,297		1.57
Diversified Consumer Services
American Restoration Holdings, LLC	(4)(5)(11)	SOFR +	5.00%	10.28%	7/19/2024	7/24/2030	27,542		27,008		26,991		0.07
American Restoration Holdings, LLC	(4)(5)(7)(11)	SOFR +	5.00%	10.05%	7/19/2024	7/24/2030	5,571		5,232		5,221		0.01
American Restoration Holdings, LLC	(4)(5)(7)(11)	SOFR +	5.00%	10.28%	7/19/2024	7/24/2030	1,697		1,546		1,541		0.00
Ascend Learning, LLC	(9)	SOFR +	3.50%	8.45%	12/10/2021	12/11/2028	20,422		20,161		20,353		0.06
Barbri Holdings, Inc.	(4)(10)	SOFR +	5.75%	10.70%	12/21/2021	4/28/2028	133,249		131,864		132,582		0.36
BPPH2 Limited	(4)(6)(8)	S +	6.87%	11.82%	3/16/2021	3/16/2028	GBP	40,700	55,517		54,414		0.15
BPPH2 Limited	(4)(5)(6)(8)	S +	6.25%	11.20%	6/17/2024	3/16/2028	GBP	8,269	10,349		11,055		0.03
BPPH2 Limited	(4)(5)(6)(10)	CA +	6.25%	10.78%	6/17/2024	3/16/2028	CAD	5,090	3,647		3,764		0.01
BPPH2 Limited	(4)(5)(6)(10)	SOFR +	6.25%	11.31%	6/17/2024	3/16/2028	2,645		2,583		2,645		0.01
Cambium Learning Group, Inc.	(4)(7)(10)	SOFR +	5.50%	10.88%	7/20/2021	7/20/2028	941,434		936,323		941,434		2.58
Caribou Bidco Ltd	(4)(5)(6)(7)(8)	S +	5.00%	9.95%	7/2/2024	2/1/2029	GBP	198,859	252,188		263,056		0.72

17

Blackstone Private Credit Fund

Condensed Consolidated Schedule of Investments

September 30, 2024

(in thousands)

(Unaudited)

Investments (1)(19)	Footnotes	Reference Rate and Spread (2)		Interest Rate (2)(15)	Acquisition Date	Maturity Date	Par Amount/Units (1)		Cost (3)		Fair Value		% of Net Assets
First Lien Debt - non-controlled/non-affiliated (continued)
Diversified Consumer Services (continued)
Cengage Learning, Inc.	(11)	SOFR +	4.25%	9.54%	3/22/2024	3/22/2031	$	8,458	$	8,498	$	8,486	0.02	%
Charger Debt Merger Sub, LLC	(4)(5)(10)	SOFR +	5.00%	10.25%	5/31/2024	5/31/2031	55,000		54,476		54,725		0.15
Charger Debt Merger Sub, LLC	(4)(5)(7)(10)	SOFR +	5.00%	9.75%	5/31/2024	5/31/2031	8,690		8,440		8,470		0.02
DTA Intermediate II Ltd.	(4)(12)	SOFR +	5.25%	9.89%	3/27/2024	3/27/2030	51,584		50,640		51,584		0.14
DTA Intermediate II Ltd.	(4)(5)(7)(11)	SOFR +	5.25%	10.56%	3/27/2024	3/27/2030	3,879		3,393		3,645		0.01
Element Materials Technology Group US Holdings Inc.	(6)(9)	SOFR +	3.75%	8.35%	6/24/2022	7/6/2029	7,403		7,347		7,431		0.02
Endeavor Schools Holdings, LLC	(4)(11)	SOFR +	6.25%	11.53%	7/18/2023	7/18/2029	47,060		46,120		46,001		0.13
Endeavor Schools Holdings, LLC	(4)(5)(7)(11)	SOFR +	6.25%	11.54%	7/18/2023	7/18/2029	8,662		8,365		8,347		0.02
Essential Services Holding Corp	(4)(5)(7)(10)	SOFR +	5.00%	10.29%	6/17/2024	6/17/2031	69,595		68,772		68,736		0.19
Go Car Wash Management Corp.	(4)(11)	SOFR +	6.25%	11.20%	10/12/2021	12/31/2026	41,428		41,027		41,118		0.11
Go Car Wash Management Corp.	(4)(11)	SOFR +	6.25%	11.20%	10/12/2021	12/31/2026	47,897		47,346		47,538		0.13
Imagine Learning, LLC	(9)	SOFR +	3.50%	8.35%	2/1/2024	12/21/2029	64,874		64,585		64,919		0.18
Mckissock Investment Holdings, LLC	(10)	SOFR +	5.00%	10.45%	3/10/2022	3/12/2029	9,765		9,703		9,795		0.03
Mckissock Investment Holdings, LLC	(10)	SOFR +	5.00%	9.96%	11/20/2023	3/12/2029	27,294		26,721		27,376		0.08
Pre-Paid Legal Services, Inc.	(9)	SOFR +	3.75%	8.71%	12/15/2021	12/15/2028	17,606		17,522		17,614		0.05
Spring Education Group, Inc.	(8)	SOFR +	4.00%	8.60%	9/29/2023	9/29/2030	13,682		13,534		13,798		0.04
Sunshine Cadence Holdco, LLC	(4)(10)	SOFR +	5.00%	10.20%	5/1/2024	5/1/2031	200,000		198,120		198,000		0.54
Sunshine Cadence Holdco, LLC	(4)(5)(7)(10)	SOFR +	5.00%	10.16%	5/1/2024	5/1/2031	16,640		16,186		16,320		0.04
University Support Services, LLC	(9)	SOFR +	2.75%	7.60%	2/10/2022	2/10/2029	9,521		9,491		9,504		0.03
									2,146,704		2,166,463		5.93
Diversified REITs
Iron Mountain Information Management, LLC	(8)	SOFR +	2.00%	6.85%	12/28/2023	1/31/2031	5,970		5,991		5,944		0.02

18

Blackstone Private Credit Fund

Condensed Consolidated Schedule of Investments

September 30, 2024

(in thousands)

(Unaudited)

Investments (1)(19)	Footnotes	Reference Rate and Spread (2)		Interest Rate (2)(15)	Acquisition Date	Maturity Date	Par Amount/Units (1)		Cost (3)		Fair Value		% of Net Assets
First Lien Debt - non-controlled/non-affiliated (continued)
Diversified Telecommunication Services
Point Broadband Acquisition, LLC	(4)(7)(11)	SOFR +	5.50%	10.43%	10/1/2021	10/1/2028	$	230,465	$	227,165	$	229,620	0.63	%
Zacapa, LLC	(6)(9)	SOFR +	4.00%	8.60%	3/22/2022	3/22/2029	7,464		7,460		7,488		0.02
									234,625		237,108		0.65
Electric Utilities
Qualus Power Services Corp.	(4)(11)	SOFR +	5.25%	10.31%	3/26/2021	3/26/2027	61,209		60,670		60,903		0.17
Qualus Power Services Corp.	(4)(11)	SOFR +	5.25%	10.31%	7/27/2023	3/26/2027	54,130		53,215		53,860		0.15
Qualus Power Services Corp.	(4)(5)(7)(11)	SOFR +	5.25%	10.55%	5/9/2024	3/26/2027	3,167		2,670		2,667		0.01
Sabre Industries Inc	(9)	SOFR +	3.25%	8.20%	6/1/2021	6/1/2028	13,119		13,107		13,073		0.04
									129,662		130,503		0.37
Electrical Equipment
Emergency Power Holdings, LLC	(4)(7)(11)	SOFR +	4.75%	9.70%	8/17/2021	8/17/2030	194,843		192,512		194,405		0.53
IEM New Sub 2, LLC	(4)(7)(10)	SOFR +	4.75%	9.81%	8/8/2024	8/8/2030	327,813		322,460		322,325		0.88
Madison IAQ, LLC	(9)	SOFR +	2.75%	7.89%	6/21/2021	6/21/2028	39,700		39,430		39,715		0.11
									554,402		556,445		1.52
Electronic Equipment, Instruments & Components
Albireo Energy, LLC	(4)(11)	SOFR +	6.00%	10.76%	1/7/2021	12/23/2026	25,060		24,872		23,117		0.06
Albireo Energy, LLC	(4)(5)(11)	SOFR +	6.00%	10.70%	1/7/2021	12/23/2026	7,522		7,487		6,939		0.02
Albireo Energy, LLC	(4)(5)(11)	SOFR +	6.00%	11.33%	1/7/2021	12/23/2026	1,929		1,921		1,780		0.00
Infinite Bidco, LLC	(9)	SOFR +	3.75%	9.26%	3/2/2021	3/2/2028	11,916		11,902		11,593		0.03
Modena Buyer, LLC	(8)	SOFR +	4.50%	9.10%	7/1/2024	7/1/2031	49,961		48,994		47,947		0.13
Phoenix 1 Buyer Corp.	(4)(7)(10)	SOFR +	5.50%	10.63%	11/20/2023	11/20/2030	42,921		42,471		42,921		0.12
Spectrum Safety Solutions Purchaser, LLC	(4)(5)(6)(9)	E +	5.00%	8.71%	7/1/2024	7/1/2030	EUR	8,660	9,300		9,496		0.03
Spectrum Safety Solutions Purchaser, LLC	(4)(5)(6)(9)	E +	5.00%	8.70%	7/1/2024	7/1/2031	EUR	64,338	68,095		70,544		0.19
Spectrum Safety Solutions Purchaser, LLC	(4)(6)(7)(9)	SOFR +	5.00%	9.60%	7/1/2024	7/1/2031	263,667		258,379		258,308		0.71
									473,421		472,645		1.29

19

Blackstone Private Credit Fund

Condensed Consolidated Schedule of Investments

September 30, 2024

(in thousands)

(Unaudited)

Investments (1)(19)	Footnotes	Reference Rate and Spread (2)		Interest Rate (2)(15)	Acquisition Date	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)(10)	SOFR +	4.75%	9.63%	8/20/2024	8/20/2031	$	8,834	$	8,667	$	8,834	0.02	%
ISQ Hawkeye Holdco, Inc.	(4)(5)(7)(10)	P +	3.75%	11.75%	8/20/2024	8/20/2030	73		49		65		0.00
LPW Group Holdings, Inc.	(4)(7)(11)	SOFR +	6.00%	11.20%	3/15/2024	3/15/2031	32,750		31,846		32,160		0.09
									40,562		41,059		0.11
Entertainment
CE Intermediate I, LLC	(9)	SOFR +	3.50%	8.76%	11/10/2021	11/10/2028	7,583		7,539		7,605		0.02
Renaissance Holdings Corp	(9)	SOFR +	4.25%	9.10%	2/9/2024	4/5/2030	2,517		2,522		2,519		0.01
									10,061		10,124		0.03
Financial Services
DM Intermediate Parent LLC	(4)(7)(10)	SOFR +	5.00%	9.60%	9/30/2024	9/30/2030	104,836		102,452		102,451		0.28
Mitchell International, Inc.	(9)	SOFR +	3.25%	8.10%	6/17/2024	6/17/2031	65,205		64,891		64,327		0.18
More Cowbell II, LLC	(4)(10)	SOFR +	5.00%	8.89%	9/1/2023	9/1/2030	19,841		19,422		19,841		0.05
More Cowbell II, LLC	(4)(5)(7)(10)	SOFR +	5.00%	9.44%	9/1/2023	9/1/2029	1,176		1,095		1,149		0.00
RFS Opco, LLC	(4)(9)	SOFR +	5.00%	9.60%	4/4/2024	4/4/2031	30,476		30,193		30,324		0.08
SelectQuote Inc.	(4)(6)(10)	SOFR +	9.50%	14.45% (incl. 3.00% PIK)	2/29/2024	9/15/2025	265,576		265,501		239,018		0.66
Solera, LLC	(9)(18)	SOFR +	4.00%	9.51%	6/4/2021	6/2/2028	32,580		32,376		32,080		0.09
									515,930		489,190		1.34
Food Products
Snacking Investments US, LLC	(6)(11)	SOFR +	4.00%	8.86%	1/7/2021	12/18/2026	4,843		4,858		4,870		0.01
Ground Transportation
Channelside AcquisitionCo, Inc.	(4)(7)(10)	SOFR +	4.75%	10.00%	5/15/2024	5/15/2031	156,848		156,361		156,818		0.43
Channelside AcquisitionCo, Inc.	(4)(5)(7)(11)	SOFR +	4.75%	10.00%	5/15/2024	5/15/2029	5,002		4,902		5,002		0.01
									161,263		161,820		0.44
Health Care Equipment & Supplies
AEC Parent Holdings Inc.	(9)	SOFR +	5.75%	10.50%	6/13/2022	6/13/2029	24,872		24,460		20,240		0.06
Auris Luxembourg III S.à r.l.	(6)(8)	SOFR +	4.25%	9.56%	9/27/2024	2/28/2029	8,878		8,878		8,892		0.02
Bamboo US BidCo, LLC	(4)(5)(7)(11)	SOFR +	6.75%	12.00% (incl. 3.38% PIK)	9/29/2023	9/30/2030	32,962		31,948		32,925		0.09
Bamboo US BidCo, LLC	(4)(11)	E +	6.75%	10.39% (incl. 3.38% PIK)	9/29/2023	9/30/2030	EUR	72,155	74,484		80,319		0.22

20

Blackstone Private Credit Fund

Condensed Consolidated Schedule of Investments

September 30, 2024

(in thousands)

(Unaudited)

Investments (1)(19)	Footnotes	Reference Rate and Spread (2)		Interest Rate (2)(15)	Acquisition Date	Maturity Date	Par Amount/Units (1)		Cost (3)		Fair Value		% of Net Assets
First Lien Debt - non-controlled/non-affiliated (continued)
Health Care Equipment & Supplies (continued)
CPI Buyer, LLC	(4)(10)	SOFR +	5.50%	10.82%	11/1/2021	11/1/2028	$	168,996	$	167,138	$	165,193	0.45	%
CPI Buyer, LLC	(4)(5)(7)(10)	SOFR +	5.50%	10.82%	5/23/2024	11/1/2028	6,471		6,138		5,704		0.02
Egrotron Acquisition, LLC	(4)(10)	SOFR +	5.75%	10.70%	7/6/2022	7/6/2028	66,517		65,684		66,517		0.18
GCX Corporation Buyer, LLC	(4)(10)	SOFR +	5.50%	10.45%	9/13/2021	9/13/2027	192,055		190,156		187,253		0.51
GCX Corporation Buyer, LLC	(4)(10)	SOFR +	5.50%	10.70%	9/13/2021	9/13/2027	48,634		48,204		47,418		0.13
Natus Medical Incorporated	(4)(9)	SOFR +	5.50%	10.25%	7/21/2022	7/20/2029	49,125		46,755		48,143		0.13
Natus Medical Incorporated	(4)(5)(7)(9)	SOFR +	4.50%	9.45%	7/21/2022	7/21/2027	5,025		4,946		4,705		0.01
Sharp Services, LLC	(8)	SOFR +	3.75%	8.35%	4/3/2024	12/31/2028	7,684		7,696		7,693		0.02
Zeus, LLC	(4)(7)(10)	SOFR +	5.50%	10.10%	2/28/2024	2/28/2031	48,979		48,151		48,876		0.13
									724,638		723,878		1.97
Health Care Providers & Services
123Dentist, Inc.	(4)(6)(7)(10)	CA +	5.00%	9.24%	8/10/2022	8/10/2029	CAD	254,221	194,362		187,939		0.52
ACI Group Holdings, Inc.	(4)(5)(7)(10)	SOFR +	5.50%	10.45%	8/2/2021	8/2/2027	9,667		9,464		9,237		0.03
ACI Group Holdings, Inc.	(4)(10)	SOFR +	5.50%	10.45%	7/7/2023	8/2/2028	133,389		131,218		130,721		0.36
ADCS Clinics Intermediate Holdings, LLC	(4)(11)	SOFR +	6.25%	11.66%	5/7/2021	5/7/2027	10,431		10,339		10,431		0.03
ADCS Clinics Intermediate Holdings, LLC	(4)(11)	SOFR +	6.25%	10.60%	5/7/2021	5/7/2027	8,581		8,515		8,581		0.02
ADCS Clinics Intermediate Holdings, LLC	(4)(5)(7)(11)	SOFR +	6.25%	10.68%	5/7/2021	5/7/2026	334		310		334		0.00
ADCS Clinics Intermediate Holdings, LLC	(4)(5)(11)	SOFR +	6.25%	11.66%	4/14/2022	5/7/2027	251		249		251		0.00
ADMI Corp.	(9)	SOFR +	3.75%	8.71%	6/30/2021	12/23/2027	8,265		8,242		8,107		0.02
Amerivet Partners Management, Inc.	(4)(7)(10)	SOFR +	5.25%	9.75%	2/25/2022	2/25/2028	21,053		20,587		21,053		0.06
Canadian Hospital Specialties Ltd.	(4)(6)(11)	CA +	4.50%	9.11%	4/15/2021	4/14/2028	CAD	14,707	11,666		10,712		0.03
Canadian Hospital Specialties Ltd.	(4)(6)(7)(10)	CA +	4.50%	9.11%	4/15/2021	4/15/2027	CAD	3,780	2,848		2,735		0.01
Caramel Bidco Limited	(4)(6)(8)	S +	6.00%	11.20%	2/11/2022	2/24/2029	GBP	60,000	78,733		72,596		0.20
Caramel Bidco Limited	(4)(5)(6)(8)	S +	6.00%	11.20%	2/24/2022	2/24/2029	GBP	2,265	3,024		2,741		0.01
Caramel Bidco Limited	(4)(6)(8)	E +	6.00%	9.77%	2/24/2022	2/24/2029	EUR	14,000	15,585		14,104		0.04
Caramel Bidco Limited	(4)(6)(8)	SOFR +	6.00%	11.31%	2/24/2022	2/24/2029	6,125		6,381		5,543		0.02

21

Blackstone Private Credit Fund

Condensed Consolidated Schedule of Investments

September 30, 2024

(in thousands)

(Unaudited)

Investments (1)(19)	Footnotes	Reference Rate and Spread (2)		Interest Rate (2)(15)	Acquisition Date	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)
CCBlue Bidco, Inc.	(4)(10)	SOFR +	6.50%	11.21% PIK	12/21/2021	12/21/2028	$	556,038	$	550,342	$	482,364	1.32	%
Compsych Investments Corp	(4)(5)(7)(10)	SOFR +	4.75%	9.35%	7/22/2024	7/22/2031	70,669		70,276		70,265		0.19
CSC Mkg Topco, LLC	(4)(10)	SOFR +	5.75%	10.70%	2/1/2022	2/1/2029	160,827		158,834		160,827		0.44
CSC Mkg Topco, LLC	(4)(10)	SOFR +	5.75%	11.05%	8/1/2022	2/1/2029	21,524		21,058		21,524		0.06
DCA Investment Holdings, LLC	(4)(5)(10)	SOFR +	6.41%	11.01%	3/12/2021	4/3/2028	25,209		25,097		25,020		0.07
DCA Investment Holdings, LLC	(4)(5)(10)	SOFR +	6.50%	11.10%	12/28/2022	4/3/2028	9,920		9,722		9,846		0.03
Epoch Acquisition, Inc.	(4)(11)	SOFR +	6.00%	11.35%	1/7/2021	10/4/2026	28,587		28,587		28,587		0.08
Heartland Dental, LLC	(10)	SOFR +	4.50%	9.35%	5/30/2024	4/30/2028	9,950		9,996		9,796		0.03
Imagine 360 LLC	(4)(5)(7)(10)	SOFR +	5.00%	9.81%	9/18/2024	9/30/2028	97,521		96,400		96,391		0.26
Inception Fertility Ventures, LLC	(4)(7)(10)	SOFR +	5.50%	10.76%	4/29/2024	4/29/2030	262,560		262,295		261,890		0.72
Jayhawk Buyer, LLC	(4)(11)	SOFR +	5.00%	9.71%	5/26/2021	10/15/2026	270,090		267,916		255,235		0.70
Kwol Acquisition, Inc.	(4)(5)(10)	SOFR +	6.25%	11.51%	12/8/2023	12/6/2029	6,570		6,428		6,570		0.02
Kwol Acquisition, Inc.	(4)(5)(7)(10)	SOFR +	6.25%	11.11%	12/8/2023	12/6/2029	112		93		112		0.00
MB2 Dental Solutions, LLC	(4)(10)	SOFR +	6.00%	10.85%	2/13/2024	2/13/2031	37,648		37,304		37,648		0.10
MB2 Dental Solutions, LLC	(4)(5)(7)(10)	SOFR +	6.00%	10.85%	2/13/2024	2/13/2031	2,141		2,054		2,089		0.01
Navigator Acquiror, Inc.	(4)(7)(9)	SOFR +	5.50%	10.85%	7/16/2021	7/16/2027	503,358		501,269		442,955		1.22
Odyssey Holding Company, LLC	(4)(11)(18)	SOFR +	5.75%	10.91%	1/7/2021	11/16/2026	50,082		49,958		50,082		0.14
Odyssey Holding Company, LLC	(4)(11)	SOFR +	5.75%	10.91%	1/7/2021	11/16/2026	4,211		4,211		4,211		0.01
Odyssey Holding Company, LLC	(4)(11)	SOFR +	5.75%	10.91%	1/7/2021	11/16/2026	9,357		9,357		9,357		0.03
Onex TSG Intermediate Corp.	(6)(10)	SOFR +	4.75%	9.71%	2/26/2021	2/28/2028	22,614		22,517		22,621		0.06
ONS MSO, LLC	(4)(5)(7)(11)	SOFR +	5.75%	10.60%	12/13/2023	7/8/2026	34,984		34,504		34,621		0.09
ONS MSO, LLC	(4)(5)(7)(11)	P +	5.25%	13.25%	12/13/2023	7/8/2026	2,250		2,178		2,250		0.01
ONS MSO, LLC	(4)(5)(11)	SOFR +	5.75%	10.60%	4/26/2024	7/8/2026	9,950		9,870		9,925		0.03

22

Blackstone Private Credit Fund

Condensed Consolidated Schedule of Investments

September 30, 2024

(in thousands)

(Unaudited)

Investments (1)(19)	Footnotes	Reference Rate and Spread (2)		Interest Rate (2)(15)	Acquisition Date	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)
Plasma Buyer, LLC	(4)(7)(10)	SOFR +	5.75%	10.35%	5/12/2022	5/12/2029	$	91,920	$	90,625	$	86,043	0.24	%
Plasma Buyer, LLC	(4)(5)(7)(10)	SOFR +	5.75%	10.35%	5/12/2022	5/12/2028	8,101		7,927		7,161		0.02
PPV Intermediate Holdings, LLC	(4)(10)	SOFR +	5.75%	10.81%	8/31/2022	8/31/2029	126,609		124,910		126,609		0.35
PPV Intermediate Holdings, LLC	(4)(5)(7)(10)	SOFR +	6.00%	10.94%	9/6/2023	8/31/2029	3,106		2,767		2,982		0.01
PSKW Intermediate, LLC	(4)(11)	SOFR +	6.25%	11.20%	1/7/2021	3/9/2026	16,825		16,825		16,825		0.05
Smile Doctors, LLC	(4)(10)	SOFR +	5.90%	10.81%	6/9/2023	12/23/2028	519,423		512,905		509,034		1.40
Smile Doctors, LLC	(4)(5)(7)(10)	SOFR +	5.90%	10.81%	6/9/2023	12/23/2028	47,284		44,499		44,127		0.12
Snoopy Bidco, Inc.	(4)(10)	SOFR +	6.00%	11.28%	6/1/2021	6/1/2028	707,413		701,264		680,885		1.87
SpecialtyCare, Inc.	(4)(11)	SOFR +	5.75%	11.34%	6/18/2021	6/18/2028	67,237		66,164		65,892		0.18
SpecialtyCare, Inc.	(4)(5)(11)	SOFR +	5.75%	11.30%	6/18/2021	6/18/2028	583		578		571		0.00
SpecialtyCare, Inc.	(4)(5)(7)(8)	SOFR +	4.00%	9.32%	6/18/2021	6/18/2026	2,255		2,194		2,255		0.01
Stepping Stones Healthcare Services, LLC	(4)(10)	SOFR +	5.00%	9.60%	12/30/2021	1/2/2029	179,099		177,383		178,204		0.49
Stepping Stones Healthcare Services, LLC	(4)(5)(7)(10)	SOFR +	5.00%	9.60%	4/25/2024	1/2/2029	4,913		4,335		4,422		0.01
Surgery Centers Holdings, Inc.	(6)(8)	SOFR +	2.75%	7.67%	6/20/2024	12/19/2030	5,658		5,658		5,668		0.02
The Fertility Partners, Inc.	(4)(6)(7)(10)	CA +	5.75%	10.29%	3/16/2022	3/16/2028	CAD	136,068	105,036		95,221		0.26
The Fertility Partners, Inc.	(4)(6)(10)	SOFR +	5.75%	10.72%	3/16/2022	3/16/2028	45,693		45,084		43,408		0.12
The GI Alliance Management, LLC	(4)(11)	SOFR +	5.50%	10.45%	9/15/2022	9/15/2028	256,525		251,445		256,525		0.70
The GI Alliance Management, LLC	(4)(11)	SOFR +	5.50%	10.77%	1/22/2024	9/15/2028	28,444		28,193		28,444		0.08
The GI Alliance Management, LLC	(4)(11)	SOFR +	5.50%	10.71%	9/15/2022	9/15/2028	55,273		54,180		55,273		0.15
The GI Alliance Management, LLC	(4)(5)(7)(11)	SOFR +	5.50%	10.91%	3/7/2024	9/15/2028	15,802		14,630		15,802		0.04
UMP Holdings, LLC	(4)(10)	SOFR +	5.75%	11.04%	7/15/2022	7/15/2028	9,524		9,404		9,476		0.03
UMP Holdings, LLC	(4)(5)(10)	SOFR +	5.75%	11.00%	7/15/2022	7/15/2028	13,065		13,001		13,000		0.04
Unified Women's Healthcare LP	(4)(9)	SOFR +	5.25%	10.10%	6/16/2022	6/18/2029	880,676		880,676		880,676		2.42
Unified Women's Healthcare LP	(4)(5)(7)(9)	SOFR +	5.25%	10.36%	3/22/2024	6/18/2029	1,757		1,734		1,738		0.00

23

Blackstone Private Credit Fund

Condensed Consolidated Schedule of Investments

September 30, 2024

(in thousands)

(Unaudited)

Investments (1)(19)	Footnotes	Reference Rate and Spread (2)		Interest Rate (2)(15)	Acquisition Date	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)
US Oral Surgery Management Holdco, LLC	(4)(10)	SOFR +	5.25%	10.47%	11/18/2021	11/20/2028	$	153,992	$	152,748	$	153,992	0.42	%
US Oral Surgery Management Holdco, LLC	(4)(10)	SOFR +	5.25%	10.69%	11/18/2021	11/20/2028	62,247		61,775		62,247		0.17
US Oral Surgery Management Holdco, LLC	(4)(5)(7)(10)	SOFR +	6.00%	11.12%	8/16/2023	11/20/2028	4,750		4,474		4,624		0.01
US Oral Surgery Management Holdco, LLC	(4)(5)(10)	SOFR +	6.50%	11.92%	12/5/2022	11/20/2028	2,682		2,682		2,682		0.01
Veonet GmbH	(6)(8)	S +	5.50%	10.45%	4/18/2024	3/14/2029	GBP	253,448	321,708		338,001		0.93
WHCG Purchaser III Inc	(4)(5)(7)(10)	SOFR +	6.50%	11.10% (incl. 5.55% PIK)	8/2/2024	6/30/2029	45,297		45,297		45,297		0.12
WHCG Purchaser III Inc	(4)(5)(10)(17)		10.00%	10.00% PIK	8/2/2024	6/30/2030	36,317		14,654		14,654		0.04
									6,446,544		6,281,009		17.28
Health Care Technology
athenahealth, Inc.	(9)	SOFR +	3.25%	8.10%	2/15/2022	2/15/2029	36,282		36,030		36,115		0.10
Caerus US 1, Inc.	(4)(6)(10)	SOFR +	5.00%	9.60%	5/25/2022	5/25/2029	384,626		379,521		384,626		1.06
Caerus US 1, Inc.	(4)(6)(7)(10)	SOFR +	5.00%	9.60%	5/25/2022	5/25/2029	25,968		25,405		25,640		0.07
Caerus US 1, Inc.	(4)(5)(6)(7)(12)	SOFR +	5.00%	9.96%	5/25/2022	5/25/2029	31,760		31,083		31,760		0.09
Caerus US 1, Inc.	(4)(5)(6)(7)(10)	SOFR +	5.00%	9.60%	10/28/2022	5/25/2029	15,980		15,853		15,855		0.04
Caerus US 1, Inc.	(4)(6)(10)	SOFR +	5.00%	9.60%	10/28/2022	5/25/2029	247,431		246,227		247,431		0.68
Caerus US 1, Inc.	(4)(6)(8)	SOFR +	5.00%	9.60%	3/27/2024	5/25/2029	69,996		69,996		69,996		0.19
Color Intermediate, LLC	(4)(10)	SOFR +	4.75%	9.45%	7/2/2024	10/1/2029	366,075		359,567		366,075		1.00
Continental Buyer Inc	(4)(5)(7)(10)	SOFR +	5.25%	9.50%	4/2/2024	4/2/2031	29,121		28,576		28,971		0.08
Cotiviti, Inc.	(8)	SOFR +	3.25%	8.45%	5/1/2024	5/1/2031	43,373		43,169		43,400		0.12
CT Technologies Intermediate Holdings, Inc.	(4)(5)(7)(10)	SOFR +	5.00%	10.06%	8/30/2024	8/30/2031	160,631		158,906		158,883		0.44
Edifecs, Inc.	(4)(10)	SOFR +	5.75%	10.35% (incl. 2.01% PIK)	9/10/2021	9/21/2026	155,660		154,677		155,660		0.43
Edifecs, Inc.	(4)(10)	SOFR +	5.75%	10.42% (incl. 2.01% PIK)	11/20/2023	11/20/2028	205,229		202,299		205,229		0.56
Edifecs, Inc.	(4)(11)	SOFR +	5.75%	10.35% (incl. 2.01% PIK)	1/7/2021	9/21/2026	96,061		96,131		96,061		0.26

24

Blackstone Private Credit Fund

Condensed Consolidated Schedule of Investments

September 30, 2024

(in thousands)

(Unaudited)

Investments (1)(19)	Footnotes	Reference Rate and Spread (2)		Interest Rate (2)(15)	Acquisition Date	Maturity Date	Par Amount/Units (1)		Cost (3)		Fair Value		% of Net Assets
First Lien Debt - non-controlled/non-affiliated (continued)
Health Care Technology (continued)
GI Ranger Intermediate, LLC	(4)(7)(10)	SOFR +	6.00%	10.75%	10/29/2021	10/29/2028	$	103,081	$	101,918	$	103,081	0.28	%
Healthcomp Holding Company, LLC	(4)(10)	SOFR +	6.25%	11.31% (incl. 3.00% PIK)	11/8/2023	11/8/2029	183,599		182,073		182,681		0.50
Imprivata, Inc.	(9)	SOFR +	3.50%	8.75%	4/4/2024	12/1/2027	2,008		2,008		2,018		0.01
Kona Buyer, LLC	(4)(5)(7)(10)	SOFR +	4.50%	9.78%	7/23/2024	7/23/2031	215,636		212,983		212,909		0.58
Magic Bidco Inc	(4)(5)(6)(7)(10)	SOFR +	5.75%	10.41%	7/1/2024	7/1/2030	4,742		4,349		4,313		0.01
Magic Bidco Inc	(4)(5)(6)(10)	SOFR +	5.75%	10.35%	7/1/2024	7/1/2030	45,052		43,973		43,925		0.12
Neptune Holdings, Inc.	(4)(7)(10)	SOFR +	5.75%	10.35%	8/31/2023	8/31/2030	14,888		14,532		14,888		0.04
Netsmart Technologies Inc	(4)(5)(7)(10)	SOFR +	5.20%	10.05% (incl. 2.70% PIK)	8/23/2024	8/23/2031	184,817		182,613		182,573		0.50
NMC Crimson Holdings, Inc.	(4)(10)	SOFR +	6.09%	11.56%	3/1/2021	3/1/2028	71,173		70,132		71,173		0.20
NMC Crimson Holdings, Inc.	(4)(10)	SOFR +	6.09%	11.35%	3/1/2021	3/1/2028	14,758		14,634		14,758		0.04
Project Ruby Ultimate Parent Corp.	(10)	SOFR +	3.25%	8.21%	3/10/2021	3/10/2028	9,111		9,087		9,108		0.02
Rocky MRA Acquisition Corp	(4)(9)	SOFR +	5.75%	11.17%	4/1/2022	4/1/2028	163,891		162,163		163,891		0.45
Vizient, Inc.	(9)	SOFR +	2.00%	6.85%	8/1/2024	8/1/2031	5,000		5,037		5,015		0.01
Waystar Technologies, Inc.	(8)	SOFR +	2.75%	7.60%	6/27/2024	10/22/2029	6,513		6,513		6,525		0.02
									2,859,455		2,882,560		7.90
Hotels, Restaurants & Leisure
Alterra Mountain Company	(8)	SOFR +	3.25%	8.10%	4/1/2024	8/17/2028	9,131		9,131		9,164		0.03
Bally's Corp	(6)(9)	SOFR +	3.25%	8.79%	10/1/2021	10/2/2028	9,553		9,522		9,120		0.03
Caesars Entertainment, Inc.	(6)(9)	SOFR +	2.75%	7.60%	2/6/2023	2/6/2030	2,864		2,884		2,869		0.01
Century Casinos, Inc.	(6)(10)	SOFR +	6.00%	11.30%	4/1/2022	4/2/2029	31,207		30,803		29,667		0.08
Fertitta Entertainment, LLC	(9)	SOFR +	3.75%	8.85%	1/27/2022	1/27/2029	13,358		13,353		13,336		0.04
IRB Holding Corp.	(10)	SOFR +	2.75%	7.70%	1/22/2024	12/15/2027	21,480		21,490		21,477		0.06
Mic Glen, LLC	(9)	SOFR +	3.50%	8.46%	7/21/2021	7/21/2028	12,758		12,747		12,787		0.04
New Red Finance, Inc.	(6)(8)	SOFR +	1.75%	6.60%	6/16/2024	9/12/2030	6,468		6,452		6,413		0.02
Scientific Games Holdings LP	(9)	SOFR +	3.00%	8.32%	6/11/2024	4/4/2029	14,778		14,784		14,708		0.04
Tacala Investment Corp.	(10)	SOFR +	4.00%	9.25%	9/26/2024	1/31/2031	2,999		3,010		3,007		0.01
Whatabrands, LLC	(9)	SOFR +	2.75%	7.60%	5/14/2024	8/3/2028	11,332		11,332		11,328		0.03
									135,508		133,876		0.39

25

Blackstone Private Credit Fund

Condensed Consolidated Schedule of Investments

September 30, 2024

(in thousands)

(Unaudited)

Investments (1)(19)	Footnotes	Reference Rate and Spread (2)		Interest Rate (2)(15)	Acquisition Date	Maturity Date	Par Amount/Units (1)		Cost (3)		Fair Value		% of Net Assets
First Lien Debt - non-controlled/non-affiliated (continued)
Household Durables
AI Aqua Merger Sub, Inc.	(9)	SOFR +	3.50%	8.70%	7/30/2021	7/31/2028	$	32,473	$	32,382	$	32,471	0.09	%
Industrial Conglomerates
Bettcher Industries, Inc.	(9)	SOFR +	4.00%	8.60%	12/14/2021	12/14/2028	6,954		6,912		6,931		0.02
CEP V Investment 11 S.à r.l.	(4)(6)(7)(10)	SA +	6.52%	7.73%	5/6/2022	2/11/2028	CHF	47,449	47,838		55,507		0.15
CEP V Investment 11 S.à r.l.	(4)(6)(10)	E +	6.45%	9.84%	3/31/2023	2/23/2028	EUR	57,485	55,500		63,961		0.18
Engineered Machinery Holdings, Inc.	(10)	SOFR +	3.75%	8.62%	8/12/2021	5/19/2028	11,784		11,754		11,837		0.03
Excelitas Technologies Corp.	(4)(8)	E +	5.25%	8.60%	8/12/2022	8/13/2029	EUR	24,880	25,190		27,696		0.08
Excelitas Technologies Corp.	(4)(7)(10)	SOFR +	5.25%	9.85%	8/12/2022	8/13/2029	33,241		32,559		33,192		0.09
									179,753		199,124		0.55
Insurance
Alera Group, Inc.	(4)(10)	SOFR +	5.25%	10.10%	9/30/2021	10/2/2028	55,011		54,689		55,011		0.15
Alera Group, Inc.	(4)(5)(7)(11)	SOFR +	5.75%	10.60%	11/17/2023	10/2/2028	6,788		6,669		6,788		0.02
Alliant Holdings Intermediate LLC	(8)	SOFR +	3.00%	7.96%	9/12/2024	9/19/2031	3,663		3,663		3,646		0.01
Amerilife Holdings, LLC	(4)(10)	SOFR +	5.00%	9.70%	6/17/2024	8/31/2029	464,909		458,134		464,909		1.28
Amerilife Holdings, LLC	(4)(5)(7)(13)	SOFR +	5.00%	9.70%	6/17/2024	8/31/2029	36,439		35,444		36,043		0.10
AmWINS Group Inc	(10)	SOFR +	2.25%	7.21%	2/19/2021	2/19/2028	6,450		6,439		6,447		0.02
AssuredPartners, Inc.	(9)	SOFR +	3.50%	8.35%	2/16/2024	2/14/2031	25,545		25,515		25,549		0.07
Baldwin Risk Partners, LLC	(6)(8)	SOFR +	3.25%	8.10%	5/24/2024	5/26/2031	11,209		11,201		11,237		0.03
BroadStreet Partners, Inc.	(8)	SOFR +	3.25%	8.10%	6/14/2024	6/14/2031	13,965		14,006		13,925		0.04
CFC Underwriting, Ltd.	(4)(6)(7)(9)	SOFR +	4.95%	10.27%	1/25/2022	5/16/2029	138,161		135,672		137,889		0.38
Foundation Risk Partners Corp.	(4)(10)	SOFR +	5.25%	9.85%	10/29/2021	10/29/2030	27,991		27,698		27,991		0.08
Foundation Risk Partners Corp.	(4)(5)(7)(10)	SOFR +	5.25%	9.85%	11/17/2023	10/29/2030	24,761		24,094		24,157		0.07
Foundation Risk Partners Corp.	(4)(10)	SOFR +	5.25%	9.85%	4/14/2022	10/29/2030	38,794		38,428		38,794		0.11
Galway Borrower, LLC	(4)(10)	SOFR +	4.50%	9.10%	9/30/2021	9/29/2028	242,531		240,400		242,531		0.67
Galway Borrower, LLC	(4)(5)(7)(10)	SOFR +	4.50%	9.14%	9/30/2021	9/29/2028	5,340		5,111		5,340		0.01
Galway Borrower, LLC	(4)(5)(7)(10)	SOFR +	4.50%	9.14%	4/28/2023	9/29/2028	251		242		242		0.00
Gimlet Bidco GmbH	(4)(6)(8)	E +	5.75%	9.39%	4/15/2024	4/23/2031	EUR	110,003	114,435		120,613		0.33
Gimlet Bidco GmbH	(4)(6)(7)(8)	E +	5.75%	9.39%	4/15/2024	4/23/2031	EUR	8,148	7,850		8,322		0.02

26

Blackstone Private Credit Fund

Condensed Consolidated Schedule of Investments

September 30, 2024

(in thousands)

(Unaudited)

Investments (1)(19)	Footnotes	Reference Rate and Spread (2)		Interest Rate (2)(15)	Acquisition Date	Maturity Date	Par Amount/Units (1)		Cost (3)		Fair Value		% of Net Assets
First Lien Debt - non-controlled/non-affiliated (continued)
Insurance (continued)
Higginbotham Insurance Agency, Inc.	(4)(5)(6)(11)	SOFR +	4.50%	9.35%	7/3/2024	11/25/2028	$	90,424	$	90,338	$	90,424	0.25	%
High Street Buyer, Inc.	(4)(10)	SOFR +	5.25%	9.85%	4/16/2021	4/14/2028	96,505		95,577		96,505		0.26
High Street Buyer, Inc.	(4)(5)(7)(10)	SOFR +	5.25%	10.45%	2/4/2022	4/14/2028	64,209		62,954		63,505		0.17
Hyperion Refinance S.à r.l.	(6)(9)	SOFR +	3.50%	8.35%	2/15/2024	2/15/2031	7,486		7,492		7,500		0.02
Integrity Marketing Acquisition LLC	(4)(7)(10)	SOFR +	5.00%	10.08%	8/27/2024	8/25/2028	255,187		253,202		255,090		0.70
OneDigital Borrower, LLC	(9)	SOFR +	3.25%	8.10%	7/2/2024	6/13/2031	9,975		9,963		9,909		0.03
Paisley Bidco Ltd	(4)(5)(6)(7)(8)	S +	5.25%	10.20%	4/17/2024	4/18/2031	GBP	12,094	14,876		15,920		0.04
Paisley Bidco Ltd	(4)(5)(6)(8)	E +	5.25%	8.89%	4/17/2024	4/18/2031	EUR	7,947	8,434		8,758		0.02
Patriot Growth Insurance Services, LLC.	(4)(10)	SOFR +	5.00%	9.75%	10/14/2021	10/16/2028	24,034		23,837		24,034		0.07
Patriot Growth Insurance Services, LLC.	(4)(5)(7)(10)	SOFR +	5.75%	10.35%	11/17/2023	10/16/2028	11,563		11,341		11,262		0.03
Patriot Growth Insurance Services, LLC.	(4)(5)(7)(10)	SOFR +	5.00%	9.95%	10/14/2021	10/16/2028	1,189		1,103		1,046		0.00
Riser Merger Sub, Inc.	(4)(5)(10)	S +	6.00%	10.95%	10/31/2023	10/31/2029	GBP	9,221	11,036		12,329		0.03
Riser Merger Sub, Inc.	(4)(10)	SOFR +	6.00%	10.60%	10/31/2023	10/31/2029	91,116		89,569		91,116		0.25
Riser Topco II LLC	(4)(5)(10)	S +	5.00%	9.95%	8/16/2024	10/31/2029	GBP	16,481	20,759		21,925		0.06
Riser Topco II LLC	(4)(5)(7)(10)	SOFR +	5.00%	10.02%	6/4/2024	10/31/2029	63,557		62,408		62,785		0.17
RSC Acquisition, Inc.	(4)(10)	SOFR +	4.75%	10.00%	11/12/2021	11/1/2029	59,946		59,928		59,871		0.16
RSC Acquisition, Inc.	(4)(5)(7)(10)	SOFR +	4.75%	10.00%	1/7/2021	11/1/2029	172,187		170,659		171,579		0.47
SG Acquisition, Inc.	(4)(7)(10)	SOFR +	4.75%	10.07%	4/3/2024	4/3/2030	216,037		214,139		216,037		0.59
Shelf Bidco Ltd	(4)(6)(10)(18)	SOFR +	6.19%	11.47%	12/3/2022	1/3/2030	131,049		128,076		131,049		0.36
Sparta UK Bidco Ltd	(4)(5)(6)(7)(8)	S +	6.00%	10.95%	9/4/2024	9/25/2031	GBP	31,208	41,032		40,889		0.11

27

Blackstone Private Credit Fund

Condensed Consolidated Schedule of Investments

September 30, 2024

(in thousands)

(Unaudited)

Investments (1)(19)	Footnotes	Reference Rate and Spread (2)		Interest Rate (2)(15)	Acquisition Date	Maturity Date	Par Amount/Units (1)		Cost (3)		Fair Value		% of Net Assets
First Lien Debt - non-controlled/non-affiliated (continued)
Insurance (continued)
Tennessee Bidco Limited	(4)(5)(6)(8)	E +	5.25%	8.93%	7/1/2024	7/1/2031	EUR	4,515	$	5,672	$	4,976	0.01	%
Tennessee Bidco Limited	(4)(6)(8)	S +	5.25%	10.20%	7/1/2024	7/1/2031	GBP	149,270	200,809		197,571		0.54
Tennessee Bidco Limited	(4)(5)(6)(7)(8)	S +	5.25%	10.20%	7/1/2024	7/1/2031	GBP	13,483	16,868		17,086		0.05
Tennessee Bidco Limited	(4)(6)(8)	SOFR +	5.25%	10.51%	7/1/2024	7/1/2031	$	585,611	569,778		579,755		1.59
TIH Insurance Holdings, LLC.	(8)	SOFR +	3.25%	7.85%	5/6/2024	3/24/2031	38,401		37,731		38,405		0.11
TIH Insurance Holdings, LLC.	(4)(5)(7)(8)	SOFR +	3.25%	7.85%	5/6/2024	5/6/2029	847		435		686		0.00
USI, Inc.	(8)	SOFR +	2.75%	7.35%	6/21/2024	11/22/2029	8,846		8,846		8,830		0.02
USI, Inc.	(8)	SOFR +	2.75%	7.35%	5/30/2024	9/29/2030	1,980		1,980		1,976		0.01
World Insurance Associates, LLC	(4)(11)	SOFR +	6.00%	10.60%	10/20/2023	4/3/2028	43,008		42,332		43,008		0.12
World Insurance Associates, LLC	(4)(5)(7)(11)	SOFR +	5.75%	11.00%	10/20/2023	4/3/2028	17,740		17,129		17,207		0.05
									3,487,993		3,530,467		9.68
Interactive Media & Services
Arches Buyer Inc	(9)	SOFR +	3.25%	8.20%	2/25/2021	12/6/2027	3,571		3,557		3,433		0.01
North Haven Ushc Acquisition Inc	(4)(5)(11)	SOFR +	5.00%	9.70%	8/28/2024	10/30/2027	12,533		12,351		12,345		0.03
North Haven Ushc Acquisition Inc	(4)(5)(11)	SOFR +	5.00%	10.38%	8/28/2024	10/30/2027	7,337		7,230		7,227		0.02
North Haven Ushc Acquisition Inc	(4)(5)(11)	SOFR +	5.00%	10.40%	8/28/2024	10/30/2027	3,121		3,076		3,075		0.01
North Haven Ushc Acquisition Inc	(4)(5)(7)(11)	SOFR +	5.00%	10.16%	8/28/2024	10/30/2027	4,509		4,256		4,248		0.01
North Haven Ushc Acquisition Inc	(4)(5)(11)	SOFR +	5.00%	9.70%	8/28/2024	10/30/2027	3,631		3,579		3,577		0.01
North Haven Ushc Acquisition Inc	(4)(5)(11)	SOFR +	5.00%	10.38%	8/28/2024	10/30/2027	22,355		22,029		22,019		0.06
North Haven Ushc Acquisition Inc	(4)(5)(7)(11)	SOFR +	5.00%	9.74%	8/28/2024	10/30/2027	6,341		6,092		6,085		0.02
Project Boost Purchaser, LLC	(8)	SOFR +	3.50%	8.79%	7/16/2024	7/16/2031	6,862		6,850		6,867		0.02
									69,020		68,876		0.19
Internet & Direct Marketing Retail
Hoya Midco, LLC	(6)(9)	SOFR +	3.00%	7.85%	2/3/2022	2/3/2029	9,496		9,463		9,556		0.03
Identity Digital, Inc.	(4)(11)	SOFR +	5.25%	10.35%	1/7/2021	12/29/2027	502,357		501,335		502,357		1.38
Prodege International Holdings, LLC	(4)(10)	SOFR +	5.75%	10.84%	12/15/2021	12/15/2027	551,658		546,568		536,488		1.47
									1,057,366		1,048,401		2.88

28

Blackstone Private Credit Fund

Condensed Consolidated Schedule of Investments

September 30, 2024

(in thousands)

(Unaudited)

Investments (1)(19)	Footnotes	Reference Rate and Spread (2)		Interest Rate (2)(15)	Acquisition Date	Maturity Date	Par Amount/Units (1)		Cost (3)		Fair Value		% of Net Assets
First Lien Debt - non-controlled/non-affiliated (continued)
IT Services
Ahead DB Holdings, LLC	(10)	SOFR +	3.50%	8.10%	8/2/2024	2/1/2031	$	2,524	$	2,521	$	2,531	0.01	%
AI Altius Luxembourg S.à r.l.	(4)(5)(8)		9.75%	9.75% PIK	12/21/2021	12/21/2029	27,000		26,618		26,865		0.07
AI Altius US Bidco, Inc.	(4)(7)(10)	SOFR +	4.75%	10.03%	12/13/2021	12/21/2028	27,021		26,568		27,021		0.07
AI Altius US Bidco, Inc.	(4)(10)	SOFR +	4.75%	10.03%	5/21/2024	12/21/2028	218,247		216,142		218,247		0.60
Allium Buyer, LLC	(4)(7)(11)	SOFR +	5.00%	10.25%	5/2/2023	5/2/2030	1,584		1,540		1,584		0.00
Dcert Buyer, Inc.	(8)	SOFR +	4.00%	8.85%	1/7/2021	10/16/2026	19,355		19,367		18,829		0.05
Fern Bidco Ltd	(4)(5)(6)(7)(8)	S +	5.25%	10.20%	7/1/2024	7/3/2031	GBP	40,356	49,796		52,336		0.14
Infostretch Corporation	(4)(10)	SOFR +	5.75%	11.23%	4/1/2022	4/1/2028	178,883		176,797		165,914		0.46
Inovalon Holdings, Inc.	(4)(10)	SOFR +	6.25%	11.79% (incl. 2.75% PIK)	11/24/2021	11/24/2028	1,003,353		989,564		1,003,353		2.75
Inovalon Holdings, Inc.	(4)(5)(10)	SOFR +	6.25%	11.46% (incl. 2.75% PIK)	11/24/2021	11/24/2028	76,908		75,738		76,908		0.21
KEN Bidco Ltd	(4)(5)(6)(10)	S +	6.00%	11.07%	5/3/2024	8/3/2028	GBP	13,921	16,998		18,380		0.05
Monterey Financing, S.à r.l.	(4)(6)(8)	CI +	6.00%	9.32%	9/28/2022	9/28/2029	DKK	560,750	72,569		83,318		0.23
Monterey Financing, S.à r.l.	(4)(6)(9)	N +	6.00%	10.64%	9/28/2022	9/28/2029	NOK	599,094	54,804		56,486		0.15
Monterey Financing, S.à r.l.	(4)(6)(8)	ST +	6.00%	9.31%	9/28/2022	9/28/2029	SEK	243,186	21,344		23,826		0.07
Monterey Financing, S.à r.l.	(4)(6)(8)	E +	6.00%	9.38%	9/28/2022	9/28/2029	EUR	110,819	106,449		122,455		0.34
Newfold Digital Holdings Group Inc	(10)	SOFR +	3.50%	8.81%	2/10/2021	2/10/2028	44,255		44,061		39,241		0.11
Park Place Technologies, LLC	(4)(10)	SOFR +	5.25%	9.85%	3/25/2024	3/25/2031	546,804		542,318		544,070		1.49
Park Place Technologies, LLC	(4)(5)(7)(10)	SOFR +	5.25%	10.10%	3/25/2024	3/25/2031	10,271		9,289		9,522		0.03
Razor Holdco, LLC	(4)(10)	SOFR +	5.75%	11.11%	10/25/2021	10/25/2027	186,001		184,098		186,001		0.51
Red River Technology, LLC	(4)(11)	SOFR +	6.00%	10.95%	5/26/2021	5/26/2027	146,664		145,531		146,664		0.40
Redwood Services Group, LLC	(4)(10)	SOFR +	6.25%	10.96%	6/15/2022	6/15/2029	62,261		61,517		62,261		0.17
Redwood Services Group, LLC	(4)(5)(7)(10)	SOFR +	5.75%	10.46%	2/5/2024	6/29/2028	405		310		352		0.00

29

Blackstone Private Credit Fund

Condensed Consolidated Schedule of Investments

September 30, 2024

(in thousands)

(Unaudited)

Investments (1)(19)	Footnotes	Reference Rate and Spread (2)		Interest Rate (2)(15)	Acquisition Date	Maturity Date	Par Amount/Units (1)		Cost (3)		Fair Value		% of Net Assets
First Lien Debt - non-controlled/non-affiliated (continued)
IT Services (continued)
Turing Holdco, Inc.	(4)(6)(8)	E +	6.00%	9.82% (incl. 2.50% PIK)	10/14/2021	9/28/2028	EUR	16,952	$	19,257	$	18,635	0.05	%
Turing Holdco, Inc.	(4)(6)(8)	E +	6.00%	9.35% (incl. 2.50% PIK)	10/14/2021	8/3/2028	EUR	6,228	7,159		6,846		0.02
Turing Holdco, Inc.	(4)(6)(8)	SOFR +	6.00%	11.43% (incl. 2.50% PIK)	10/14/2021	10/16/2028	$	6,585	6,921		6,503		0.02
Turing Holdco, Inc.	(4)(6)(8)	SOFR +	6.00%	11.39% (incl. 2.50% PIK)	10/14/2021	9/28/2028	13,231		13,013		13,065		0.04
Turing Holdco, Inc.	(4)(5)(6)(7)(10)	S +	6.00%	11.07%	5/3/2024	8/3/2028	GBP	23,404	28,576		30,899		0.08
Turing Holdco, Inc.	(4)(5)(6)(7)(10)	SOFR +	6.00%	11.16%	5/3/2024	8/3/2028	31,139		30,293		30,750		0.08
Virtusa Corp.	(10)	SOFR +	3.25%	8.10%	6/21/2024	2/15/2029	12,151		12,151		12,160		0.03
									2,961,309		3,005,022		8.23
Leisure Products
Motion Finco, LLC	(6)(8)	SOFR +	3.50%	8.10%	2/5/2024	11/12/2029	12,374		12,349		11,923		0.03
Life Sciences Tools & Services
Cambrex Corp.	(10)	SOFR +	3.50%	8.45%	1/29/2021	12/4/2026	4,518		4,525		4,498		0.01
Jupiter Bidco Limited	(4)(6)(7)(9)	E +	6.25%	9.60%	8/5/2022	8/27/2029	EUR	5,922	2,381		4,579		0.01
Jupiter Bidco Limited	(4)(6)(10)	SOFR +	6.25%	10.85%	8/5/2022	8/27/2029	88,177		86,325		70,101		0.19
LSCS Holdings, Inc.	(9)	SOFR +	4.50%	9.46%	12/16/2021	12/16/2028	7,948		7,923		7,944		0.02
Packaging Coordinators Midco, Inc.	(10)	SOFR +	3.25%	8.10%	5/28/2024	11/30/2027	1,857		1,857		1,859		0.01
PAREXEL International Inc/Wilmington	(9)	SOFR +	3.00%	7.85%	7/25/2024	11/15/2028	1,898		1,898		1,901		0.01
									104,909		90,882		0.25

30

Blackstone Private Credit Fund

Condensed Consolidated Schedule of Investments

September 30, 2024

(in thousands)

(Unaudited)

Investments (1)(19)	Footnotes	Reference Rate and Spread (2)		Interest Rate (2)(15)	Acquisition Date	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.	(4)(6)(9)	SOFR +	2.50%	7.82%	7/2/2024	3/16/2030	$	5,328	$	5,328	$	5,324	0.01	%
LSF11 Trinity Bidco, Inc.	(4)(8)	SOFR +	3.50%	8.42%	6/20/2024	6/14/2030	1,063		1,063		1,066		0.00
MHE Intermediate Holdings, LLC	(4)(7)(11)	SOFR +	6.00%	11.40%	7/21/2021	7/21/2027	5,600		5,539		5,600		0.02
MHE Intermediate Holdings, LLC	(4)(5)(11)	SOFR +	6.50%	11.78%	12/20/2022	7/21/2027	229		226		229		0.00
MHE Intermediate Holdings, LLC	(4)(5)(11)	SOFR +	6.25%	11.65%	8/30/2022	7/21/2027	228		225		228		0.00
Pro Mach Group, Inc.	(11)	SOFR +	3.50%	8.35%	9/3/2024	8/31/2028	6,912		6,912		6,943		0.02
SPX Flow, Inc.	(9)	SOFR +	3.50%	8.35%	6/6/2024	4/5/2029	6,901		6,901		6,918		0.02
TK Elevator U.S. Newco, Inc.	(6)(9)	SOFR +	3.50%	8.59%	3/14/2024	4/30/2030	17,539		17,498		17,593		0.05
Victory Buyer, LLC	(9)	SOFR +	3.75%	8.72%	11/19/2021	11/19/2028	22,460		22,399		21,716		0.06
									66,091		65,617		0.18
Marine
Armada Parent, Inc.	(4)(7)(10)	SOFR +	5.75%	10.91%	10/29/2021	10/29/2027	229,838		227,233		227,269		0.62
Kattegat Project Bidco AB	(4)(5)(6)(7)(8)	E +	6.00%	9.35%	3/20/2024	4/7/2031	EUR	51,768	54,667		56,605		0.16
Kattegat Project Bidco AB	(4)(5)(6)(8)	SOFR +	6.00%	10.60%	3/20/2024	4/7/2031	4,522		4,417		4,454		0.01
									286,317		288,328		0.79
Media
Bimini Group Purchaser Inc	(4)(5)(10)	SOFR +	5.25%	10.31%	4/26/2024	4/26/2031	207,645		205,697		206,607		0.57
Bimini Group Purchaser Inc	(4)(5)(7)(10)	SOFR +	5.25%	10.49%	4/26/2024	4/26/2031	8,555		8,006		8,070		0.02
Digital Media Solutions, LLC	(6)(10)(17)	SOFR +	11.00%	15.96% PIK	5/25/2021	5/25/2026	25,859		25,627		3,222		0.01
Digital Media Solutions, LLC	(4)(5)(6)(10)	SOFR +	8.00%	13.10% (incl. 7.00% PIK)	4/17/2024	2/25/2026	2,813		2,813		2,813		0.01
Digital Media Solutions, LLC	(4)(5)(6)(7)(14)	SOFR +	8.00%	13.10% (incl. 7.00% PIK)	9/13/2024	12/10/2024	1,723		1,511		1,628		0.00
Digital Media Solutions, LLC	(4)(6)(10)(17)	SOFR +	8.00%	12.79% (incl. 7.00% PIK)	4/17/2024	5/25/2026	8,280		8,215		1,391		0.00
McGraw-Hill Education, Inc.	(9)	SOFR +	4.00%	8.60%	8/6/2024	8/6/2031	12,651		12,620		12,714		0.03
Radiate Holdco, LLC	(10)	SOFR +	3.25%	8.21%	11/1/2021	9/25/2026	28,263		28,238		24,323		0.07
Sunrise Financing Partnership	(6)(8)	SOFR +	2.93%	8.14%	4/20/2021	1/31/2029	5,000		4,945		4,982		0.01
Trader Corp.	(4)(6)(7)(10)	CA +	5.50%	9.80%	12/22/2022	12/22/2029	CAD	108,852	77,210		80,485		0.22
Trader Corp.	(4)(5)(6)(10)	CA +	5.50%	9.80%	6/20/2024	12/21/2029	CAD	44,093	31,952		32,603		0.09
									406,834		378,838		1.03

31

Blackstone Private Credit Fund

Condensed Consolidated Schedule of Investments

September 30, 2024

(in thousands)

(Unaudited)

Investments (1)(19)	Footnotes	Reference Rate and Spread (2)		Interest Rate (2)(15)	Acquisition Date	Maturity Date	Par Amount/Units (1)		Cost (3)		Fair Value		% of Net Assets
First Lien Debt - non-controlled/non-affiliated (continued)
Metals & Mining
American Rock Salt Co LLC	(10)	SOFR +	4.00%	9.32%	6/11/2021	6/9/2028	$	9,317	$	9,311	$	7,701	0.02	%
American Rock Salt Co LLC	(5)(7)(14)	SOFR +	7.00%	12.08%	9/19/2024	6/9/2028	3,325		1,606		1,606		0.00
SCIH Salt Holdings, Inc.	(10)	SOFR +	3.50%	8.76%	4/29/2021	3/16/2027	13,247		13,205		13,261		0.04
									24,122		22,568		0.06
Oil, Gas & Consumable Fuels
Eagle Midstream Canada Finance Inc	(4)(6)(10)	SOFR +	5.25%	10.37%	8/30/2024	8/15/2028	39,004		38,668		39,004		0.11
Freeport LNG Investments, LLLP	(9)	SOFR +	3.50%	9.04%	12/21/2021	12/21/2028	34,904		34,846		34,638		0.10
KKR Alberta Midstream Finance Inc.	(4)(6)(10)	SOFR +	5.25%	10.37%	8/30/2024	8/15/2028	21,218		21,034		21,218		0.06
									94,548		94,860		0.27
Paper & Forest Products
Profile Products, LLC	(4)(10)	SOFR +	5.50%	10.70%	11/12/2021	11/12/2027	62,752		62,181		61,340		0.17
Profile Products, LLC	(4)(5)(7)(10)	P +	4.50%	12.50%	11/12/2021	11/12/2027	7,674		7,574		7,452		0.02
Profile Products, LLC	(4)(5)(7)(10)	P +	4.50%	12.50%	11/12/2021	11/12/2027	387		334		228		0.00
									70,089		69,020		0.19
Pharmaceuticals
Dechra Pharmaceuticals Holdings Ltd	(4)(5)(6)(7)(8)	E +	6.25%	9.89%	1/23/2024	1/24/2031	EUR	97,791	104,345		108,691		0.30
Dechra Pharmaceuticals Holdings Ltd	(4)(5)(6)(7)(10)	SOFR +	6.25%	11.39%	1/23/2024	1/24/2031	1,083		912		919		0.00
Doc Generici (Diocle S.p.A.)	(4)(5)(6)(7)(8)	E +	5.50%	8.99%	10/11/2022	10/27/2028	EUR	60,136	58,351		66,867		0.18
Eden Acquisitionco Ltd	(4)(6)(7)(10)	SOFR +	6.25%	11.51%	11/2/2023	11/18/2030	108,046		105,599		107,944		0.30
Gusto Sing Bidco Pte Ltd	(4)(5)(6)(7)(10)	BB +	6.50%	10.96%	1/29/2024	10/30/2028	AUD	1,000	642		676		0.00
Padagis, LLC	(6)(9)	SOFR +	4.75%	10.33%	7/6/2021	7/6/2028	27,824		27,792		26,015		0.07
Rhea Parent, Inc.	(4)(10)	SOFR +	5.50%	10.25%	2/18/2022	2/18/2029	201,854		199,316		201,854		0.55
									496,957		512,966		1.40

32

Blackstone Private Credit Fund

Condensed Consolidated Schedule of Investments

September 30, 2024

(in thousands)

(Unaudited)

Investments (1)(19)	Footnotes	Reference Rate and Spread (2)		Interest Rate (2)(15)	Acquisition Date	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%	10.50%	5/23/2023	5/23/2029	$	54,992	$	53,952	$	54,992	0.15	%
ALKU, LLC	(4)(10)	SOFR +	5.50%	9.75%	2/21/2024	5/23/2029	4,975		4,887		4,950		0.01
Apex Companies, LLC	(4)(11)	SOFR +	5.50%	10.75%	1/31/2023	1/31/2028	1,605		1,576		1,581		0.00
Apex Companies, LLC	(4)(5)(11)	SOFR +	5.50%	10.56%	3/15/2024	3/15/2026	738		722		727		0.00
Apex Companies, LLC	(4)(5)(11)	SOFR +	5.50%	10.44%	1/31/2023	1/31/2028	368		361		362		0.00
Apex Companies, LLC	(4)(5)(11)	SOFR +	5.50%	10.56%	8/28/2024	1/31/2028	12,851		12,664		12,658		0.03
Apex Companies, LLC	(4)(5)(7)(11)	SOFR +	5.50%	10.56%	8/28/2024	1/31/2028	319		243		244		0.00
APFS Staffing Holdings, Inc.	(9)	SOFR +	4.00%	8.85%	12/29/2021	12/29/2028	6,100		6,077		5,970		0.02
Armor Holdco, Inc.	(4)(6)(9)	SOFR +	4.50%	10.01%	12/10/2021	12/11/2028	6,379		6,358		6,427		0.02
Artisan Acquisitionco Ltd	(4)(5)(6)(8)	SOFR +	5.00%	9.64%	9/23/2024	9/30/2031	392,805		384,952		384,949		1.06
Baker Tilly Advisory Group LP	(4)(5)(7)(10)	SOFR +	5.00%	9.85%	6/3/2024	6/3/2031	176,767		173,521		174,426		0.48
Cast & Crew Payroll, LLC	(9)	SOFR +	3.75%	8.60%	12/30/2021	12/29/2028	11,601		11,514		11,637		0.03
CFGI Holdings, LLC	(4)(7)(10)	SOFR +	4.50%	9.35%	11/2/2021	11/2/2027	20,834		20,414		20,435		0.06
Chronicle Bidco, Inc.	(4)(5)(11)	SOFR +	6.25%	11.50%	5/19/2022	5/18/2029	2,884		2,884		2,884		0.01
Chronicle Bidco, Inc.	(4)(11)	SOFR +	6.25%	11.50%	5/19/2022	5/18/2029	41,869		41,615		41,869		0.11
Chronicle Bidco, Inc.	(4)(5)(7)(11)	SOFR +	6.25%	11.50%	3/26/2024	5/18/2029	731		596		591		0.00
Cisive Holdings Corp	(4)(7)(11)	SOFR +	5.75%	10.45%	12/8/2021	12/8/2028	33,688		33,564		33,093		0.09
Claims Automation Intermediate 2, LLC	(4)(10)	SOFR +	4.50%	8.89%	12/16/2021	12/16/2027	44,573		44,096		44,573		0.12
Claims Automation Intermediate 2, LLC	(4)(5)(7)(10)	SOFR +	4.50%	9.70%	12/16/2021	12/16/2027	34,175		33,626		33,148		0.09
Clearview Buyer, Inc.	(4)(7)(10)	SOFR +	5.35%	9.95%	8/26/2021	8/26/2027	118,875		117,639		118,875		0.33
CRCI Longhorn Holdings Inc	(4)(5)(10)	SOFR +	5.00%	9.85%	8/27/2024	8/27/2031	64,147		63,514		63,506		0.17
CRCI Longhorn Holdings Inc	(4)(5)(7)(10)	SOFR +	5.00%	9.85%	8/27/2024	8/27/2031	5,555		5,363		5,360		0.01
Cumming Group, Inc.	(4)(11)	SOFR +	5.25%	9.50%	5/26/2021	11/16/2027	196,540		194,664		196,540		0.54
Cumming Group, Inc.	(4)(7)(11)	SOFR +	5.25%	9.50%	11/18/2022	11/16/2027	25,294		24,626		25,150		0.07
Deerfield Dakota Holding, LLC	(11)	SOFR +	3.75%	8.35%	1/7/2021	4/9/2027	84,598		84,361		82,996		0.23
Eliassen Group, LLC	(4)(10)	SOFR +	5.75%	10.35%	4/14/2022	4/14/2028	67,215		66,632		66,207		0.18
Emerald US, Inc.	(6)(8)	SOFR +	3.75%	8.62%	1/7/2021	7/12/2028	3,819		3,816		3,832		0.01
EP Purchaser, LLC	(9)	SOFR +	3.50%	8.37%	11/4/2021	11/6/2028	9,473		9,334		9,509		0.03

33

Blackstone Private Credit Fund

Condensed Consolidated Schedule of Investments

September 30, 2024

(in thousands)

(Unaudited)

Investments (1)(19)	Footnotes	Reference Rate and Spread (2)		Interest Rate (2)(15)	Acquisition Date	Maturity Date	Par Amount/Units (1)		Cost (3)		Fair Value		% of Net Assets
First Lien Debt - non-controlled/non-affiliated (continued)
Professional Services (continued)
G&A Partners Holding Company II, LLC	(4)(9)	SOFR +	5.50%	10.52%	3/1/2024	3/1/2031	$	60,342	$	59,236	$	60,040	0.16	%
G&A Partners Holding Company II, LLC	(4)(5)(7)(9)	SOFR +	5.50%	10.52%	3/1/2024	3/1/2030	2,361		2,040		2,065		0.01
Genuine Financial Holdings, LLC	(8)	SOFR +	4.00%	8.85%	6/28/2024	9/27/2030	3,987		3,999		3,967		0.01
Guidehouse, Inc.	(4)(10)	SOFR +	5.75%	10.60% (incl. 2.00% PIK)	10/15/2021	12/16/2030	1,238,581		1,229,372		1,238,581		3.40
IG Investments Holdings, LLC	(4)(7)(10)	SOFR +	6.00%	11.35%	9/22/2021	9/22/2028	440,466		434,921		440,466		1.21
IG Investments Holdings, LLC	(4)(5)(10)	SOFR +	6.00%	11.25%	4/8/2024	9/22/2028	4,233		4,196		4,233		0.01
Inmar, Inc.	(11)	SOFR +	5.50%	10.35%	6/21/2023	5/1/2026	29,346		28,780		29,437		0.08
Kwor Acquisition, Inc.	(4)(5)(11)	P +	4.25%	12.25%	6/22/2022	12/22/2028	1,389		1,377		1,156		0.00
Kwor Acquisition, Inc.	(4)(5)(11)	P +	4.25%	12.25%	12/22/2021	12/22/2027	12,195		12,097		10,152		0.03
Legacy Intermediate, LLC	(4)(10)	SOFR +	5.75%	10.96%	2/25/2022	2/25/2028	120,861		119,506		120,861		0.33
Legacy Intermediate, LLC	(4)(9)	SOFR +	5.75%	11.13%	12/22/2023	2/25/2028	23,283		22,892		23,283		0.06
Lereta, LLC	(10)	SOFR +	5.25%	10.21%	7/30/2021	7/30/2028	28,933		28,775		23,581		0.06
Mantech International CP	(4)(7)(10)	SOFR +	5.00%	10.25%	4/12/2024	9/14/2029	901,369		887,627		900,170		2.47
Mercury Bidco Globe Limited	(4)(5)(6)(7)(8)	S +	6.25%	11.20%	1/18/2024	1/31/2031	GBP	80,581	100,347		107,430		0.29
Mercury Borrower, Inc.	(9)	SOFR +	3.50%	8.46%	8/2/2021	8/2/2028	40,937		40,856		40,988		0.11
Minotaur Acquisition, Inc.	(4)(5)(7)(11)	SOFR +	5.00%	9.85%	5/10/2024	5/10/2030	115,614		113,085		114,194		0.31
MPG Parent Holdings, LLC	(4)(11)	SOFR +	5.25%	9.85%	1/8/2024	1/8/2030	18,166		17,846		18,166		0.05
MPG Parent Holdings, LLC	(4)(5)(7)(11)	SOFR +	5.25%	9.84%	1/8/2024	1/8/2030	1,781		1,687		1,781		0.00
Oxford Global Resources Inc	(4)(11)	SOFR +	6.00%	10.22%	8/17/2021	8/17/2027	93,117		92,224		93,117		0.26
Oxford Global Resources Inc	(4)(5)(7)(11)	SOFR +	6.00%	11.20%	8/17/2021	8/17/2027	8,750		8,599		8,750		0.02
Oxford Global Resources Inc	(4)(5)(9)	SOFR +	6.00%	11.39%	6/6/2024	8/17/2027	9,949		9,761		9,949		0.03

34

Blackstone Private Credit Fund

Condensed Consolidated Schedule of Investments

September 30, 2024

(in thousands)

(Unaudited)

Investments (1)(19)	Footnotes	Reference Rate and Spread (2)		Interest Rate (2)(15)	Acquisition Date	Maturity Date	Par Amount/Units (1)		Cost (3)		Fair Value		% of Net Assets
First Lien Debt - non-controlled/non-affiliated (continued)
Professional Services (continued)
Pavion Corp.	(4)(6)(10)	SOFR +	5.75%	11.00%	10/30/2023	10/30/2030	$	117,394	$	115,356	$	117,394	0.32	%
Pavion Corp.	(4)(5)(6)(7)(10)	SOFR +	5.75%	11.03%	10/30/2023	10/30/2030	23,827		23,379		23,550		0.06
Petrus Buyer Inc	(4)(10)	SOFR +	5.25%	10.54%	10/17/2022	10/17/2029	35,630		34,860		35,630		0.10
Petrus Buyer Inc	(4)(5)(7)(10)	SOFR +	5.25%	10.31%	10/17/2022	10/17/2029	6,375		6,073		6,206		0.02
Polyconcept Investments B.V.	(10)	SOFR +	5.50%	10.10%	5/20/2022	5/18/2029	24,352		24,028		23,819		0.07
Sedgwick Claims Management Services, Inc.	(6)(8)	SOFR +	3.00%	8.25%	2/24/2023	7/31/2031	5,185		5,143		5,181		0.01
Soliant Lower Intermediate, LLC	(8)	SOFR +	3.75%	8.60%	7/18/2024	7/18/2031	50,286		46,964		50,411		0.14
Soliant Lower Intermediate, LLC	(4)(5)(7)(8)	SOFR +	3.75%	8.61%	7/18/2024	7/18/2029	1,500		1,068		1,050		0.00
STV Group, Inc.	(4)(10)	SOFR +	5.00%	9.96%	3/20/2024	3/20/2031	58,543		57,461		58,250		0.16
STV Group, Inc.	(4)(5)(7)(10)	P +	4.00%	12.50%	3/20/2024	3/20/2030	1,681		1,311		1,454		0.00
Thevelia US, LLC	(6)(9)	SOFR +	3.25%	7.85%	7/29/2024	6/18/2029	33,861		33,861		33,959		0.09
Trinity Air Consultants Holdings Corp.	(4)(10)	SOFR +	5.25%	10.66%	6/29/2021	6/29/2028	24,735		24,528		24,735		0.07
Trinity Air Consultants Holdings Corp.	(4)(7)(10)	SOFR +	5.25%	10.61%	6/29/2021	6/29/2028	53,725		52,921		53,578		0.15
Trinity Partners Holdings, LLC	(4)(7)(11)	SOFR +	5.75%	10.90%	12/21/2021	12/21/2028	381,408		376,047		380,263		1.04
Victors CCC Buyer, LLC	(4)(7)(10)	SOFR +	4.75%	9.85%	6/1/2022	6/1/2029	143,692		141,393		143,382		0.39
West Monroe Partners, LLC	(4)(7)(10)	SOFR +	5.50%	10.73%	11/9/2021	11/8/2028	717,044		708,148		704,495		1.93
									6,275,335		6,323,215		17.30
Real Estate Management & Development
Castle Management Borrower, LLC	(4)(11)	SOFR +	5.50%	10.10%	11/3/2023	11/3/2029	33,083		32,662		33,083		0.09
Castle Management Borrower, LLC	(4)(5)(7)(11)	SOFR +	5.50%	10.10%	11/3/2023	11/3/2029	417		346		417		0.00
Cushman & Wakefield US Borrower, LLC	(4)(6)(9)	SOFR +	3.00%	7.85%	6/18/2024	1/31/2030	7,461		7,461		7,471		0.02
Cushman & Wakefield US Borrower, LLC	(6)(9)	SOFR +	3.00%	7.85%	9/25/2024	1/31/2030	1,600		1,600		1,603		0.00
McCarthy & Stone PLC	(4)(5)(6)(8)		7.00%	7.00%	1/27/2021	2/2/2026	GBP	20,000	28,078		25,736		0.07
Neptune BidCo SAS	(4)(5)(6)(7)(8)	E +	5.25%	8.89%	3/28/2024	4/1/2031	EUR	6,495	6,857		7,165		0.02
Progress Residential PM Holdings, LLC	(4)(10)	SOFR +	5.50%	10.25%	2/16/2021	8/8/2030	79,357		78,211		79,357		0.22
Progress Residential PM Holdings, LLC	(4)(7)(10)	SOFR +	5.50%	10.25%	7/26/2022	8/8/2030	15,205		14,930		15,205		0.04
									170,145		170,037		0.46

35

Blackstone Private Credit Fund

Condensed Consolidated Schedule of Investments

September 30, 2024

(in thousands)

(Unaudited)

Investments (1)(19)	Footnotes	Reference Rate and Spread (2)		Interest Rate (2)(15)	Acquisition Date	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 +	6.00%	9.72%	8/8/2023	8/16/2030	EUR	38,317	$	40,683	$	42,652	0.12	%
Aareon Holding GmbH	(4)(6)(10)	E +	6.00%	9.72%	8/8/2023	8/19/2030	EUR	15,779	16,880		17,565		0.05
AI Titan Parent Inc	(4)(5)(7)(10)	SOFR +	4.75%	9.81%	8/29/2024	8/29/2031	$	110,274	108,941		108,924		0.30
Analytic Partners LP	(4)(7)(10)	SOFR +	5.00%	9.60%	4/4/2022	4/4/2028	21,304		21,017		21,304		0.06
Anaplan, Inc.	(4)(5)(10)	SOFR +	5.25%	9.85%	4/25/2024	6/21/2029	200		198		200		0.00
Anaplan, Inc.	(4)(7)(10)	SOFR +	5.25%	9.85%	6/21/2022	6/21/2029	537,534		529,690		537,534		1.47
Aptean Inc	(4)(10)	SOFR +	5.25%	10.10%	1/29/2024	1/29/2031	41,196		40,833		41,196		0.11
Aptean Inc	(4)(5)(7)(10)	SOFR +	5.25%	10.06%	1/29/2024	1/29/2031	102		46		76		0.00
Armstrong Bidco Limited	(4)(6)(8)	S +	5.25%	10.20%	6/2/2022	6/28/2029	GBP	478,945	573,578		621,116		1.70
AuditBoard Inc	(4)(7)(10)	SOFR +	4.75%	9.35%	7/12/2024	7/12/2031	80,730		79,613		79,577		0.22
Avalara Inc	(4)(7)(10)	SOFR +	6.25%	10.85%	10/19/2022	10/19/2028	23,077		22,649		23,077		0.06
Azurite Intermediate Holdings Inc.	(4)(7)(10)	SOFR +	6.50%	11.35%	3/19/2024	3/19/2031	46,170		45,329		45,708		0.13
Bayshore Intermediate #2 LP	(4)(5)(10)	SOFR +	6.25%	11.55% (incl. 2.88% PIK)	6/6/2024	10/1/2028	72,103		71,770		71,833		0.20
BlueCat Networks USA, Inc.	(4)(10)	SOFR +	5.75%	10.86%	8/8/2022	8/8/2028	70,091		69,223		69,741		0.19
BlueCat Networks USA, Inc.	(4)(10)	SOFR +	5.75%	10.71%	8/8/2022	8/8/2028	12,340		12,186		12,279		0.03
BlueCat Networks USA, Inc.	(4)(5)(10)	SOFR +	5.75%	10.87%	8/8/2022	8/8/2028	8,520		8,428		8,477		0.02
Bluefin Holding, LLC	(4)(7)(11)	SOFR +	7.25%	12.20%	9/12/2023	9/12/2029	45,513		44,482		45,263		0.12
Boxer Parent Company, Inc.	(8)	SOFR +	3.75%	9.01%	7/30/2024	7/30/2031	14,681		14,645		14,669		0.04
Brave Parent Holdings, Inc.	(4)(7)(10)	SOFR +	5.00%	10.25%	11/28/2023	11/28/2030	501,528		496,594		501,126		1.37
CDK Global Inc.	(8)	SOFR +	3.25%	7.85%	5/16/2024	7/6/2029	4,985		4,985		4,939		0.01
Cloud Software Group, Inc.	(9)	SOFR +	4.00%	8.60%	5/24/2024	3/30/2029	7,481		7,487		7,459		0.02
Cloud Software Group, Inc.	(9)	SOFR +	4.50%	9.10%	3/22/2024	3/21/2031	2,600		2,605		2,610		0.01
Cloudera, Inc.	(9)	SOFR +	3.75%	8.70%	10/8/2021	10/8/2028	35,162		34,872		34,326		0.09
Confine Visual Bidco	(4)(6)(8)	SOFR +	5.75%	10.58%	2/23/2022	2/23/2029	257,960		253,132		211,527		0.58
Confine Visual Bidco	(4)(6)(8)	SOFR +	5.75%	10.58%	3/11/2022	2/23/2029	6,159		6,039		5,050		0.01
Conga Corp.	(10)	SOFR +	3.50%	8.56%	8/8/2024	5/8/2028	11,509		11,509		11,565		0.03
Connatix Buyer, Inc.	(4)(10)	SOFR +	5.50%	10.53%	7/14/2021	7/14/2027	107,049		106,056		104,908		0.29
Connatix Buyer, Inc.	(4)(5)(7)(10)	SOFR +	5.50%	10.42%	7/14/2021	7/14/2027	3,715		3,564		3,389		0.01
ConnectWise, LLC	(9)	SOFR +	3.50%	8.37%	9/30/2021	9/29/2028	28,103		28,052		28,117		0.08
Cornerstone OnDemand, Inc.	(9)	SOFR +	3.75%	8.71%	10/15/2021	10/16/2028	26,934		26,868		25,301		0.07
Cornerstone OnDemand, Inc.	(4)(11)	SOFR +	6.00%	11.10%	9/7/2023	10/16/2028	34,563		33,725		34,130		0.09

36

Blackstone Private Credit Fund

Condensed Consolidated Schedule of Investments

September 30, 2024

(in thousands)

(Unaudited)

Investments (1)(19)	Footnotes	Reference Rate and Spread (2)		Interest Rate (2)(15)	Acquisition Date	Maturity Date	Par Amount/Units (1)		Cost (3)		Fair Value		% of Net Assets
First Lien Debt - non-controlled/non-affiliated (continued)
Software (continued)
Coupa Software Inc.	(4)(6)(7)(10)	SOFR +	5.50%	10.75%	2/27/2023	2/27/2030	$	1,827	$	1,788	$	1,825	0.01	%
Crewline Buyer, Inc.	(4)(6)(7)(11)	SOFR +	6.75%	11.35%	11/8/2023	11/8/2030	118,659		115,804		117,349		0.32
Delta Topco, Inc.	(8)	SOFR +	3.50%	8.20%	5/1/2024	12/1/2029	74,786		74,612		74,760		0.21
Denali Bidco Ltd	(4)(5)(6)(7)(10)	S +	6.00%	10.95%	8/29/2023	8/29/2030	GBP	14,404	17,763		19,255		0.05
Denali Bidco Ltd	(4)(5)(6)(8)	E +	6.00%	9.35%	8/29/2023	8/29/2030	EUR	4,174	4,416		4,647		0.01
Denali Bidco Ltd	(4)(5)(6)(8)	E +	5.50%	8.85%	2/28/2024	8/29/2030	EUR	263	276		293		0.00
Denali Bidco Ltd	(4)(5)(6)(9)	E +	6.00%	9.35%	2/28/2024	8/29/2030	EUR	5,845	6,206		6,507		0.02
Diligent Corp	(4)(7)(10)	SOFR +	5.00%	10.09%	4/30/2024	8/2/2030	173,460		171,697		171,626		0.47
Diligent Corp	(4)(10)	SOFR +	5.00%	10.09%	4/30/2024	8/2/2030	29,736		29,582		29,736		0.08
Discovery Education, Inc.	(4)(5)(10)	SOFR +	5.75%	10.91%	4/7/2022	4/9/2029	635,419		628,721		563,934		1.55
Discovery Education, Inc.	(4)(11)	SOFR +	5.75%	10.98%	10/3/2023	4/9/2029	65,604		64,961		58,224		0.16
DTI Holdco, Inc.	(10)	SOFR +	4.75%	9.60%	4/26/2022	4/26/2029	24,500		24,027		24,627		0.07
ECI Macola Max Holding, LLC	(6)(10)	SOFR +	3.75%	8.35%	9/20/2024	5/9/2030	10,628		10,628		10,671		0.03
Elements Finco Ltd	(4)(5)(6)(7)(8)	S +	5.00%	9.95%	3/27/2024	4/29/2031	GBP	67,590	83,697		89,484		0.25
Elements Finco Ltd	(4)(5)(6)(8)	SOFR +	4.75%	9.60%	3/27/2024	4/29/2031	21,157		20,923		20,999		0.06
Elements Finco Ltd	(4)(5)(6)(8)	SOFR +	4.75%	9.60%	4/30/2024	4/29/2031	17,609		17,511		17,477		0.05
Ellucian Holdings, Inc.	(9)	SOFR +	3.50%	8.45%	2/29/2024	10/9/2029	1,957		1,955		1,964		0.01
Epicor Software Corp.	(10)	SOFR +	3.25%	8.10%	5/30/2024	5/30/2031	4,564		4,549		4,573		0.01
Epicor Software Corp.	(7)(10)	SOFR +	3.25%	8.10%	5/30/2024	4/25/2031	309		308		310		0.00
Episerver, Inc.	(4)(11)	SOFR +	5.25%	9.85%	12/21/2021	4/9/2026	7,064		7,027		6,994		0.02
Episerver, Inc.	(4)(7)(11)	SOFR +	5.25%	10.00%	5/26/2021	4/9/2026	17,590		17,489		17,376		0.05
Everbridge Holdings, LLC	(4)(5)(6)(10)	SOFR +	5.00%	10.33%	7/2/2024	7/2/2031	34,815		34,647		34,641		0.10
Everbridge Holdings, LLC	(4)(5)(6)(7)(10)	SOFR +	5.00%	10.30%	7/2/2024	7/2/2031	3,412		3,366		3,364		0.01
Experity, Inc.	(4)(10)	SOFR +	5.50%	10.60% (incl. 3.25% PIK)	7/22/2021	2/24/2028	105,722		104,648		105,722		0.29
Experity, Inc.	(4)(7)(10)	SOFR +	5.50%	10.60% (incl. 3.25% PIK)	2/24/2022	2/24/2028	34,067		33,538		34,067		0.09
Flash Charm, Inc.	(10)	SOFR +	3.50%	8.75%	6/11/2024	3/2/2028	52,090		52,086		51,138		0.14
Flexera Software, LLC	(10)	SOFR +	3.50%	8.46%	5/20/2024	3/3/2028	9,299		9,344		9,315		0.03
Gen Digital Inc	(6)(9)	SOFR +	1.75%	6.60%	6/5/2024	9/12/2029	5,020		5,020		5,010		0.01
Genesys Cloud Services Holdings II, LLC	(10)	SOFR +	3.75%	8.60%	9/26/2024	12/1/2027	5,770		5,770		5,789		0.02

37

Blackstone Private Credit Fund

Condensed Consolidated Schedule of Investments

September 30, 2024

(in thousands)

(Unaudited)

Investments (1)(19)	Footnotes	Reference Rate and Spread (2)		Interest Rate (2)(15)	Acquisition Date	Maturity Date	Par Amount/Units (1)		Cost (3)		Fair Value		% of Net Assets
First Lien Debt - non-controlled/non-affiliated (continued)
Software (continued)
Gigamon Inc.	(4)(11)	SOFR +	5.75%	11.19%	3/11/2022	3/9/2029	$	423,957	$	418,581	$	417,598	1.15	%
Gigamon Inc.	(4)(5)(7)(10)	SOFR +	5.75%	11.21%	3/11/2022	3/9/2029	20,619		20,472		20,233		0.06
GovernmentJobs.com, Inc.	(4)(7)(10)	SOFR +	5.00%	9.60%	7/15/2024	12/2/2028	287,035		284,017		286,428		0.79
Granicus Inc.	(4)(10)	SOFR +	5.75%	11.00% (incl. 2.25% PIK)	1/17/2024	1/17/2031	30,470		30,202		30,470		0.08
Granicus Inc.	(4)(5)(7)(10)	SOFR +	5.25%	10.10% (incl. 2.25% PIK)	1/17/2024	1/17/2031	8,211		8,128		8,122		0.02
Graphpad Software, LLC	(4)(10)	SOFR +	4.75%	9.35%	6/28/2024	6/28/2031	143,417		142,382		142,700		0.39
Graphpad Software, LLC	(4)(5)(7)(10)	SOFR +	4.75%	9.35%	6/28/2024	6/28/2031	3,729		3,359		3,473		0.01
GS Acquisitionco Inc	(4)(5)(7)(10)	SOFR +	5.25%	10.54%	3/26/2024	5/25/2028	12,027		11,962		11,952		0.03
GS Acquisitionco Inc	(4)(5)(7)(11)	SOFR +	5.25%	9.85%	3/26/2024	5/25/2028	583		564		561		0.00
Homecare Software Solutions, LLC	(4)(5)(10)	SOFR +	5.00%	10.10%	6/14/2024	6/14/2031	76,735		76,000		75,968		0.21
Homecare Software Solutions, LLC	(4)(5)(10)	SOFR +	5.00%	10.10%	6/14/2024	6/14/2031	29,969		29,682		29,669		0.08
Homecare Software Solutions, LLC	(4)(5)(10)	SOFR +	5.25%	10.10%	9/26/2024	6/14/2031	35,450		35,096		35,095		0.10
HS Purchaser, LLC	(10)	SOFR +	4.00%	8.95%	6/23/2021	11/19/2026	35,928		35,929		34,356		0.09
Icefall Parent, Inc.	(4)(7)(11)	SOFR +	6.50%	11.35%	1/26/2024	1/25/2030	72,237		70,834		71,644		0.20
Idemia America Corp	(6)(10)	SOFR +	4.25%	8.85%	2/2/2024	9/30/2028	997		1,004		1,002		0.00
IGT Holding II AB	(4)(5)(6)(8)	SOFR +	6.50%	11.27% (incl. 6.50% PIK)	8/13/2024	8/27/2033	121,993		119,579		119,553		0.33
IGT Holding IV AB	(4)(5)(6)(8)	E +	5.25%	8.60% (incl. 2.13% PIK)	10/25/2022	3/31/2028	EUR	14,538	15,634		16,061		0.04
ION Trading Finance Ltd.	(6)(8)	SOFR +	4.00%	9.02%	6/3/2024	4/1/2028	24,025		23,927		24,064		0.07
IQN Holding Corp	(4)(10)	SOFR +	5.25%	10.31%	5/2/2022	5/2/2029	46,024		45,736		46,024		0.13
IQN Holding Corp	(4)(5)(7)(10)	SOFR +	5.25%	10.31%	5/2/2022	5/2/2028	1,293		1,260		1,293		0.00
IRI Group Holdings Inc	(4)(10)	SOFR +	5.00%	9.85%	4/1/2024	12/1/2028	1,591,181		1,568,258		1,591,181		4.37
IRI Group Holdings Inc	(4)(5)(7)(10)	SOFR +	5.00%	9.85%	4/1/2024	12/1/2027	58,750		57,351		58,750		0.16
JS Parent Inc	(4)(5)(7)(10)	SOFR +	5.00%	10.25%	4/24/2024	4/24/2031	81,422		81,003		81,382		0.22

38

Blackstone Private Credit Fund

Condensed Consolidated Schedule of Investments

September 30, 2024

(in thousands)

(Unaudited)

Investments (1)(19)	Footnotes	Reference Rate and Spread (2)		Interest Rate (2)(15)	Acquisition Date	Maturity Date	Par Amount/Units (1)		Cost (3)		Fair Value		% of Net Assets
First Lien Debt - non-controlled/non-affiliated (continued)
Software (continued)
Kaseya, Inc.	(4)(10)	SOFR +	5.50%	10.75%	6/23/2022	6/25/2029	$	747,047	$	736,970	$	747,047	2.05	%
Kaseya, Inc.	(4)(5)(7)(10)	SOFR +	5.50%	10.75%	6/23/2022	6/25/2029	11,426		10,985		11,095		0.03
Kaseya, Inc.	(4)(5)(7)(10)	SOFR +	5.50%	10.10%	6/23/2022	6/25/2029	12,317		11,646		12,317		0.03
LD Lower Holdings, Inc.	(4)(11)	SOFR +	7.50%	12.20%	2/8/2021	8/9/2027	107,688		107,090		106,880		0.29
Lightbox Intermediate, LP	(4)(8)	SOFR +	5.00%	10.11%	6/1/2022	5/9/2026	37,145		36,767		35,566		0.10
Magenta Security Holdings LLC	(5)(11)	SOFR +	6.25%	11.37%	8/14/2024	7/27/2028	9,724		9,341		9,919		0.03
Magenta Security Holdings LLC	(5)(10)(18)	SOFR +	6.75%	12.13%	8/14/2024	7/27/2028	27,581		26,248		26,216		0.07
Magenta Security Holdings LLC	(5)(10)(17)(18)	SOFR +	7.00%	12.38% (incl. 5.50% PIK)	8/14/2024	7/27/2028	6,619		2,317		2,002		0.01
Magnesium BorrowerCo, Inc.	(4)(10)	S +	5.00%	9.95%	5/19/2022	5/18/2029	GBP	101,483	124,688		135,677		0.37
Magnesium BorrowerCo, Inc.	(4)(10)	SOFR +	5.00%	9.85%	5/19/2022	5/18/2029	1,048,417		1,030,677		1,048,417		2.88
Magnesium BorrowerCo, Inc.	(4)(5)(10)	SOFR +	5.00%	9.85%	3/21/2024	5/18/2029	29,338		29,014		29,338		0.08
Mandolin Technology Intermediate Holdings, Inc.	(4)(9)	SOFR +	3.75%	8.50%	7/30/2021	7/31/2028	76,147		75,520		70,055		0.19
Mandolin Technology Intermediate Holdings, Inc.	(4)(9)	SOFR +	6.25%	11.00%	6/9/2023	6/9/2030	62,212		60,694		62,212		0.17
Mandolin Technology Intermediate Holdings, Inc.	(4)(5)(7)(8)	SOFR +	3.75%	8.54%	7/30/2021	7/31/2026	8,149		8,110		7,298		0.02
Maverick Bidco Inc.	(10)	SOFR +	3.75%	9.15%	5/18/2021	5/18/2028	16,534		16,491		16,523		0.05
Maverick Bidco Inc.	(4)(5)(10)	SOFR +	5.00%	10.20%	5/26/2023	5/18/2028	69,511		67,673		69,338		0.19
Maverick Bidco Inc.	(4)(5)(7)(10)	SOFR +	4.75%	9.79%	8/16/2024	5/18/2028	15,368		14,965		15,028		0.04
McAfee Corp.	(6)(9)	SOFR +	3.25%	8.45%	5/31/2024	3/1/2029	29,722		29,476		29,654		0.08
Medallia, Inc.	(4)(10)	SOFR +	6.50%	10.85% (incl. 4.00% PIK)	10/28/2021	10/29/2028	857,065		847,973		814,212		2.23
Medallia, Inc.	(4)(7)(10)	SOFR +	6.50%	10.85% (incl. 4.00% PIK)	8/16/2022	10/29/2028	211,446		208,724		200,740		0.55
Mitnick Purchaser, Inc.	(9)(18)	SOFR +	4.50%	9.85%	5/2/2022	5/2/2029	11,646		11,607		10,412		0.03
Monk Holding Co.	(4)(10)(18)	SOFR +	5.50%	10.20%	12/1/2021	12/1/2027	10,972		10,833		10,972		0.03
Monk Holding Co.	(4)(7)(10)	SOFR +	5.50%	10.20%	12/1/2021	12/1/2027	5,444		5,273		5,214		0.01

39

Blackstone Private Credit Fund

Condensed Consolidated Schedule of Investments

September 30, 2024

(in thousands)

(Unaudited)

Investments (1)(19)	Footnotes	Reference Rate and Spread (2)		Interest Rate (2)(15)	Acquisition Date	Maturity Date	Par Amount/Units (1)		Cost (3)		Fair Value		% of Net Assets
First Lien Debt - non-controlled/non-affiliated (continued)
Software (continued)
MRI Software, LLC	(4)(5)(11)	SOFR +	4.75%	9.35%	12/19/2023	2/10/2027	$	50,702	$	50,287	$	50,448	0.14	%
MRI Software, LLC	(4)(11)	SOFR +	4.75%	9.35%	1/7/2021	2/10/2027	183,587		182,476		180,833		0.50
MRI Software, LLC	(4)(5)(7)(11)	SOFR +	4.75%	9.35%	8/27/2024	2/10/2027	7,811		7,441		6,828		0.02
NAVEX TopCo, Inc.	(4)(7)(10)	SOFR +	5.50%	10.60%	11/9/2023	11/9/2030	100,143		98,251		100,143		0.27
Nintex Topco Limited	(4)(6)(8)	SOFR +	4.50%	9.26% (incl. 1.50% PIK)	11/12/2021	11/13/2028	677,565		669,674		643,686		1.77
Noble Midco 3 Ltd	(4)(5)(6)(7)(10)	SOFR +	5.00%	9.60%	6/10/2024	6/24/2031	39,181		38,708		38,909		0.11
Oranje Holdco Inc	(4)(5)(11)	SOFR +	7.25%	12.50%	4/19/2024	2/1/2029	5,000		4,906		5,000		0.01
Oranje Holdco Inc	(4)(7)(11)	SOFR +	7.50%	12.75%	2/1/2023	2/1/2029	66,000		64,659		66,000		0.18
PDI TA Holdings, Inc.	(4)(7)(10)	SOFR +	5.25%	10.50%	2/1/2024	2/3/2031	68,890		67,748		68,161		0.19
Perforce Software, Inc.	(9)	SOFR +	4.75%	9.60%	3/22/2024	3/25/2031	19,950		19,857		19,950		0.05
Perforce Software, Inc.	(8)	SOFR +	3.75%	8.70%	1/7/2021	7/1/2026	15,176		15,169		15,141		0.04
Project Alpha Intermediate Holding, Inc.	(9)	SOFR +	3.75%	9.00%	5/14/2024	10/28/2030	71,031		71,031		71,269		0.20
Project Leopard Holdings, Inc.	(9)	SOFR +	5.25%	10.60%	7/20/2022	7/20/2029	133,570		128,269		120,394		0.33
Project Leopard Holdings, Inc.	(4)(5)(7)(8)	SOFR +	4.25%	9.49%	7/20/2022	7/20/2027	9,006		9,015		6,526		0.02
Proofpoint, Inc.	(9)	SOFR +	3.00%	7.85%	5/28/2024	8/31/2028	6,938		6,938		6,943		0.02
Rally Buyer, Inc.	(4)(10)	SOFR +	5.75%	10.56% (incl. 1.75% PIK)	7/19/2022	7/19/2028	142,701		140,971		135,566		0.37
Rally Buyer, Inc.	(4)(5)(7)(10)	SOFR +	5.75%	10.57%	7/19/2022	7/19/2028	11,535		11,309		10,647		0.03
RealPage, Inc.	(9)	SOFR +	3.00%	7.96%	4/22/2021	4/24/2028	1,955		1,951		1,900		0.01
Recorded Future Inc	(4)(10)	SOFR +	5.75%	10.60%	6/28/2024	6/28/2030	131,314		129,629		131,314		0.36
Recorded Future Inc	(4)(5)(7)(10)	SOFR +	5.75%	10.88%	6/28/2024	6/28/2030	7,952		7,494		7,474		0.02
Relativity ODA, LLC	(4)(7)(11)	SOFR +	4.50%	9.46%	5/12/2021	5/12/2029	37,640		37,587		37,520		0.10
Rocket Software, Inc.	(9)	SOFR +	4.75%	9.60%	10/5/2023	11/28/2028	42,977		42,454		43,073		0.12
S2P Acquisition Borrower, Inc.	(6)(8)	SOFR +	4.00%	9.16%	1/7/2021	8/14/2026	12,380		12,390		12,411		0.03
Sailpoint Technologies, Inc.	(4)(7)(10)	SOFR +	6.00%	11.10%	8/16/2022	8/16/2029	384,906		379,073		384,860		1.06
Scorpio BidCo SAS	(4)(5)(6)(7)(8)	E +	5.75%	9.60%	4/3/2024	4/30/2031	EUR	37,234	39,519		40,952		0.11
Skopima Consilio Parent, LLC	(9)	SOFR +	4.00%	8.96%	5/14/2021	5/12/2028	39,612		39,178		39,600		0.11
Solarwinds Holdings, Inc.	(6)(8)	SOFR +	2.75%	7.60%	7/24/2024	2/5/2030	2,978		2,974		2,983		0.01

40

Blackstone Private Credit Fund

Condensed Consolidated Schedule of Investments

September 30, 2024

(in thousands)

(Unaudited)

Investments (1)(19)	Footnotes	Reference Rate and Spread (2)		Interest Rate (2)(15)	Acquisition Date	Maturity Date	Par Amount/Units (1)		Cost (3)		Fair Value		% of Net Assets
First Lien Debt - non-controlled/non-affiliated (continued)
Software (continued)
Sovos Compliance, LLC	(9)	SOFR +	4.50%	9.46%	8/12/2021	8/11/2028	$	13,791	$	13,737	$	13,803	0.04	%
Spitfire Parent, Inc.	(4)(11)	E +	5.50%	8.88%	3/8/2021	3/11/2027	EUR	18,866	22,593		21,001		0.06
Spitfire Parent, Inc.	(4)(11)	SOFR +	5.50%	10.45%	3/9/2021	3/11/2027	117,026		116,271		117,026		0.32
Stamps.com, Inc.	(4)(5)(10)	SOFR +	5.75%	10.94%	12/14/2021	10/5/2028	9,870		9,754		9,697		0.03
Stamps.com, Inc.	(4)(10)	SOFR +	5.75%	10.94%	10/5/2021	10/5/2028	839,170		829,554		824,484		2.26
Surf Holdings, LLC	(6)(8)	SOFR +	3.50%	8.53%	1/7/2021	3/5/2027	12,622		12,646		12,666		0.03
Tegra118 Wealth Solutions, Inc.	(8)	SOFR +	4.00%	9.13%	1/7/2021	2/18/2027	6,811		6,795		6,564		0.02
TravelPerk Inc	(4)(5)(6)(8)		11.50%	11.50% PIK	5/2/2024	5/2/2029	43,984		41,286		41,785		0.11
Triple Lift, Inc.	(4)(10)	SOFR +	5.75%	10.71%	5/6/2021	5/5/2028	43,621		43,174		41,440		0.11
Triple Lift, Inc.	(4)(5)(7)(11)	SOFR +	5.75%	11.20%	5/6/2021	5/5/2028	5,480		5,333		4,677		0.01
Triple Lift, Inc.	(4)(10)	SOFR +	5.75%	10.56%	3/18/2022	5/5/2028	25,586		25,286		24,307		0.07
Varicent Parent Holdings Corp	(4)(5)(7)(10)	SOFR +	6.00%	10.60% (incl. 3.25% PIK)	8/23/2024	8/23/2031	68,826		67,544		67,511		0.19
Vision Solutions, Inc.	(10)	SOFR +	4.00%	9.51%	10/25/2021	4/24/2028	40,102		40,014		39,150		0.11
VS Buyer, LLC	(6)(7)(8)	SOFR +	3.25%	8.35%	4/4/2024	4/12/2031	6,318		5,420		5,362		0.01
WPEngine, Inc.	(4)(7)(10)	SOFR +	6.50%	11.62%	8/14/2023	8/14/2029	81,400		79,221		81,156		0.22
XPLOR T1, LLC	(4)(8)	SOFR +	4.25%	8.85%	6/24/2024	6/24/2031	35,000		34,832		35,175		0.10
Yellow Castle AB	(4)(6)(8)	ST +	4.75%	8.38% (incl. 2.59% PIK)	4/14/2022	7/9/2029	SEK	112,563	10,488		11,084		0.03
Yellow Castle AB	(4)(6)(8)	SA +	4.75%	5.96% (incl. 1.86% PIK)	4/14/2022	7/9/2029	CHF	10,674	10,773		12,612		0.03
Yellow Castle AB	(4)(5)(6)(10)	SA +	4.75%	5.96% (incl. 1.86% PIK)	7/28/2022	7/9/2029	CHF	3,484	3,486		4,116		0.01
Yellow Castle AB	(4)(6)(8)	E +	4.75%	8.42% (incl. 2.60% PIK)	4/14/2022	7/9/2029	EUR	31,713	31,678		35,301		0.10
Yellow Castle AB	(4)(5)(6)(7)(8)	E +	4.75%	8.42% (incl. 2.60% PIK)	4/14/2022	7/9/2029	EUR	1,639	1,714		1,825		0.01
Yellow Castle AB	(4)(5)(6)(10)	S +	4.75%	9.95% (incl. 3.06% PIK)	7/28/2022	7/9/2029	GBP	8,894	10,504		11,890		0.03
Zendesk Inc	(4)(7)(10)	SOFR +	5.00%	9.69%	7/23/2024	11/22/2028	936,617		916,681		933,497		2.56
Zorro Bidco Ltd	(4)(5)(6)(7)(8)	S +	5.00%	9.95%	8/13/2024	8/13/2031	GBP	65,579	82,099		85,727		0.24
									15,531,921		15,501,413		42.54

41

Blackstone Private Credit Fund

Condensed Consolidated Schedule of Investments

September 30, 2024

(in thousands)

(Unaudited)

Investments (1)(19)	Footnotes	Reference Rate and Spread (2)		Interest Rate (2)(15)	Acquisition Date	Maturity Date	Par Amount/Units (1)		Cost (3)		Fair Value		% of Net Assets
First Lien Debt - non-controlled/non-affiliated (continued)
Specialty Retail
CustomInk, LLC	(4)(11)(18)	SOFR +	6.04%	11.39%	1/7/2021	5/3/2026	$	36,866	$	36,635	$	36,866	0.10	%
EG America, LLC	(6)(8)	SOFR +	5.50%	10.44%	7/12/2023	2/7/2028	13,781		13,474		13,792		0.04
Mavis Tire Express Services Topco, Corp.	(10)	SOFR +	3.50%	8.35%	7/18/2024	5/4/2028	27,696		27,696		27,715		0.08
Metis Buyer, Inc.	(4)(5)(7)(8)	SOFR +	3.25%	8.36%	5/4/2021	5/4/2026	3,690		3,626		3,622		0.01
Runner Buyer, Inc.	(10)	SOFR +	5.50%	10.67%	10/21/2021	10/20/2028	76,050		75,092		38,514		0.11
StubHub Holdco Sub, LLC	(8)	SOFR +	4.75%	9.60%	3/15/2024	3/15/2030	11,239		11,230		11,248		0.03
									167,753		131,757		0.37
Technology Hardware, Storage & Peripherals
Lytx, Inc.	(4)(11)	SOFR +	5.00%	10.20%	6/13/2024	2/28/2028	75,139		75,190		75,139		0.21
Trading Companies & Distributors
FCG Acquisitions, Inc.	(9)	SOFR +	3.75%	8.71%	4/1/2021	3/31/2028	22,760		22,702		22,794		0.06
Foundation Building Materials, Inc.	(9)	SOFR +	3.25%	8.76%	1/29/2021	1/31/2028	14,652		14,463		14,298		0.04
Hillman Group Inc	(9)	SOFR +	2.25%	7.10%	7/14/2021	7/14/2028	3,977		3,984		3,980		0.01
Icebox Holdco III, Inc.	(9)	SOFR +	3.75%	8.62%	12/22/2021	12/22/2028	15,663		15,626		15,728		0.04
Park River Holdings, Inc.	(10)	SOFR +	3.25%	8.84%	1/7/2021	12/28/2027	45,781		45,460		45,128		0.12
Porcelain Acquisition Corp.	(4)(11)	SOFR +	6.00%	10.70%	4/30/2021	4/1/2027	81,276		80,406		76,805		0.21
Red Fox CD Acquisition Corp	(4)(11)	SOFR +	6.00%	10.60%	3/4/2024	3/4/2030	114,533		112,135		114,533		0.31
Sunsource Borrower, LLC	(8)	SOFR +	4.00%	8.95%	3/25/2024	3/25/2031	2,985		2,992		2,969		0.01
White Cap Buyer, LLC	(8)	SOFR +	3.25%	8.10%	6/13/2024	10/19/2029	16,915		16,875		16,812		0.05
Windsor Holdings III LLC	(8)	SOFR +	3.50%	8.46%	9/20/2024	8/1/2030	8,881		8,881		8,934		0.02
									323,524		321,981		0.87

42

Blackstone Private Credit Fund

Condensed Consolidated Schedule of Investments

September 30, 2024

(in thousands)

(Unaudited)

Investments (1)(19)	Footnotes	Reference Rate and Spread (2)		Interest Rate (2)(15)	Acquisition Date	Maturity Date	Par Amount/Units (1)		Cost (3)		Fair Value		% of Net Assets
First Lien Debt - non-controlled/non-affiliated (continued)
Transportation Infrastructure
Capstone Acquisition Holdings Inc	(4)(7)(11)	SOFR +	4.50%	9.56%	8/29/2024	11/13/2029	$	96,131	$	95,585	$	96,131	0.26	%
Enstructure, LLC	(4)(9)(18)	SOFR +	5.00%	10.11%	6/10/2024	6/10/2029	142,519		141,196		142,519		0.39
Enstructure, LLC	(4)(5)(7)(9)	SOFR +	5.00%	10.11%	6/10/2024	6/10/2029	88,177		86,357		85,355		0.23
Frontline Road Safety, LLC	(4)(10)	SOFR +	5.75%	11.42%	5/3/2021	5/3/2027	180,328		178,787		180,328		0.49
Frontline Road Safety, LLC	(4)(10)	SOFR +	5.75%	11.42%	12/15/2023	5/3/2027	22,446		22,103		22,446		0.06
Frontline Road Safety, LLC	(4)(5)(7)(10)	SOFR +	5.75%	11.34%	12/15/2023	5/3/2027	17,947		17,630		17,666		0.05
Helix TS, LLC	(4)(10)	SOFR +	6.25%	11.65%	8/4/2021	8/4/2027	92,074		91,203		89,312		0.25
Helix TS, LLC	(4)(10)	SOFR +	6.25%	11.74%	8/4/2021	8/4/2027	61,726		61,360		59,874		0.16
Helix TS, LLC	(4)(10)	SOFR +	6.25%	11.09%	12/22/2023	8/4/2027	13,795		13,579		13,381		0.04
Helix TS, LLC	(4)(5)(10)	SOFR +	6.25%	11.00%	12/14/2022	8/4/2027	985		973		956		0.00
Italian Motorway Holdings S.à r.l	(4)(6)(8)	E +	5.25%	9.09%	4/28/2022	4/28/2029	EUR	236,429	244,330		263,180		0.72
Liquid Tech Solutions Holdings, LLC	(4)(10)	SOFR +	4.75%	9.71%	3/19/2021	3/20/2028	18,755		18,707		18,778		0.05
Roadsafe Holdings, Inc.	(4)(11)	SOFR +	5.75%	11.14%	4/19/2021	10/19/2027	76,046		75,200		73,764		0.20
Roadsafe Holdings, Inc.	(4)(11)	SOFR +	5.75%	11.06%	1/31/2022	10/19/2027	76,325		75,766		74,035		0.20
Roadsafe Holdings, Inc.	(4)(11)	SOFR +	5.75%	11.06%	4/19/2021	10/19/2027	54,780		54,704		53,136		0.15
Safety Borrower Holdings LP	(4)(11)	SOFR +	5.25%	10.21%	9/1/2021	9/1/2027	47,430		47,211		47,430		0.13
Safety Borrower Holdings LP	(4)(5)(7)(11)	P +	4.25%	12.25%	9/1/2021	9/1/2027	1,258		1,242		1,225		0.00
Sam Holding Co, Inc.	(4)(11)	SOFR +	5.75%	10.91%	9/24/2021	9/24/2027	147,440		145,976		147,440		0.40
Sam Holding Co, Inc.	(4)(11)	SOFR +	5.75%	11.13%	9/19/2023	9/24/2027	63,360		62,419		63,360		0.17
Sam Holding Co, Inc.	(4)(5)(11)	SOFR +	5.75%	11.08%	9/19/2023	9/24/2027	39,894		39,293		39,894		0.11
Sam Holding Co, Inc.	(4)(11)	SOFR +	5.75%	11.17%	9/24/2021	9/24/2027	45,738		45,310		45,738		0.13
Sam Holding Co, Inc.	(4)(5)(7)(11)	P +	5.00%	13.50%	9/24/2021	3/24/2027	6,000		5,784		6,000		0.02
TRP Infrastructure Services, LLC	(4)(11)	SOFR +	5.50%	10.90%	7/9/2021	7/9/2027	71,663		70,989		68,081		0.19
									1,595,704		1,610,029		4.40
Wireless Telecommunication Services
CCI Buyer, Inc.	(10)	SOFR +	4.00%	8.60%	1/7/2021	12/17/2027	20,975		20,963		20,973		0.06
CyrusOne Revolving Warehouse	(4)(5)(6)(7)(8)	SOFR +	3.00%	8.13%	7/12/2024	7/2/2029	38,333		37,045		38,335		0.11
									58,008		59,308		0.17
Total First Lien Debt - non-controlled/non-affiliated									56,109,579		55,938,678		153.40

43

Blackstone Private Credit Fund

Condensed Consolidated Schedule of Investments

September 30, 2024

(in thousands)

(Unaudited)

Investments (1)(19)	Footnotes	Reference Rate and Spread (2)		Interest Rate (2)(15)	Acquisition Date	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 +	8.25%	13.27% PIK	4/14/2023	4/14/2029	$	18,387	$	15,191	$	8,072	0.02
Pigments Services, Inc.	(4)(6)(11)(16)	SOFR +	8.25%	13.27% PIK	4/14/2023	4/14/2029	10,960		10,960		10,960		0.03
									26,151		19,032		0.05
Insurance
CFCo, LLC (Benefytt Technologies, Inc.)	(4)(5)(8)(16)(17)(18)		0.00%	0.00%	9/11/2023	9/13/2038	86,098		12,571		0		0.00
Daylight Beta Parent, LLC (Benefytt Technologies, Inc.)	(4)(5)(8)(16)(17)(18)		10.00%	10.00% PIK	9/11/2023	9/12/2033	49,530		49,530		12,194		0.03
									62,101		12,194		0.03
Professional Services
Material Holdings, LLC	(4)(5)(10)(16)	SOFR +	6.00%	10.70% (incl. 8.02% PIK)	6/14/2024	8/19/2027	227,908		225,891		227,908		0.63
Material Holdings, LLC	(4)(5)(7)(10)(16)	SOFR +	6.00%	10.70% PIK	6/14/2024	8/19/2027	55,991		55,470		33,188		0.09
									281,361		261,096		0.72
Total First Lien Debt - controlled/affiliated									369,613		292,322		0.80
Total First Lien Debt									56,479,192		56,231,000		154.20

44

Blackstone Private Credit Fund

Condensed Consolidated Schedule of Investments

September 30, 2024

(in thousands)

(Unaudited)

Investments (1)(19)	Footnotes	Reference Rate and Spread (2)		Interest Rate (2)(15)	Acquisition Date	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%	12.94%	5/25/2021	5/25/2029	$	44,520	$	44,132	$	34,058	0.09	%
Peraton Corp.	(10)	SOFR +	7.75%	12.97%	5/6/2021	2/1/2029	53,259		52,824		50,146		0.14
									96,956		84,204		0.23
Air Freight & Logistics
Wwex Uni Topco Holdings, LLC	(10)	SOFR +	7.00%	11.87%	7/26/2021	7/26/2029	33,000		32,710		32,285		0.09
Commercial Services & Supplies
DG Investment Intermediate Holdings 2, Inc.	(10)	SOFR +	6.75%	11.71%	3/31/2021	3/30/2029	29,464		29,381		27,789		0.08
OMNIA Partners, LLC	(4)(5)(8)	SOFR +	5.00%	10.28%	5/31/2024	5/31/2032	165,000		164,210		165,000		0.45
									193,591		192,789		0.53
Construction & Engineering
Thermostat Purchaser III, Inc.	(4)(10)	SOFR +	7.25%	12.96%.(incl. 0.50% PIK)	8/31/2021	8/31/2029	32,783		32,481		32,619		0.09
Health Care Providers & Services
Canadian Hospital Specialties Ltd.	(4)(6)(8)		8.75%	8.75%	4/15/2021	4/15/2029	CAD	3,800	3,000		2,501		0.01
CD&R Artemis UK Bidco Ltd.	(4)(6)(8)	S +	7.50%	12.45%	8/19/2021	8/19/2029	GBP	65,340	87,873		86,701		0.24
CD&R Artemis UK Bidco Ltd.	(4)(6)(9)	SOFR +	7.35%	12.10%	12/31/2021	8/19/2029	15,000		14,760		14,700		0.04
CD&R Artemis UK Bidco Ltd.	(4)(5)(6)(9)	SOFR +	7.35%	12.10%	3/31/2022	8/19/2029	10,000		9,835		9,800		0.03
Jayhawk Buyer, LLC	(4)(11)	SOFR +	8.75%	14.10%	5/26/2021	10/15/2027	6,537		6,474		5,948		0.02
									121,942		119,650		0.34
Interactive Media & Services
Project Boost Purchaser, LLC	(5)(8)	SOFR +	5.25%	10.53%	7/16/2024	7/16/2032	44,853		44,634		45,003		0.12
IT Services
Dcert Buyer, Inc.	(8)	SOFR +	7.00%	11.85%	2/19/2021	2/19/2029	60,975		61,107		52,961		0.15
Inovalon Holdings, Inc.	(4)(10)	SOFR +	10.50%	16.01% PIK	11/24/2021	11/24/2033	121,576		119,709		121,576		0.33
									180,816		174,537		0.48
Life Sciences Tools & Services
Curia Global, Inc.	(4)(10)	SOFR +	6.50%	12.01%	9/1/2021	8/31/2029	45,977		45,412		40,919		0.11
LSCS Holdings, Inc.	(9)	SOFR +	8.00%	12.96%	12/16/2021	12/17/2029	40,000		39,608		38,500		0.11
									85,020		79,419		0.22
Machinery
Victory Buyer, LLC	(4)(9)	SOFR +	7.00%	11.96%	11/19/2021	11/19/2029	24,677		24,509		23,320		0.06

45

Blackstone Private Credit Fund

Condensed Consolidated Schedule of Investments

September 30, 2024

(in thousands)

(Unaudited)

Investments (1)(19)	Footnotes	Reference Rate and Spread (2)		Interest Rate (2)(15)	Acquisition Date	Maturity Date	Par Amount/Units (1)		Cost (3)		Fair Value		% of Net Assets
Second Lien Debt - non-controlled/non-affiliated (continued)
Media
Houghton Mifflin, LLC	(4)(9)	SOFR +	8.50%	13.35%	4/7/2022	4/8/2030	$	80,500	$	79,370	$	78,085	0.21	%
Professional Services
Celestial Saturn Parent, Inc.	(9)	SOFR +	6.50%	11.46%	6/4/2021	6/4/2029	67,488		67,093		66,026		0.18
Deerfield Dakota Holding, LLC	(10)	SOFR +	6.75%	11.62%	4/22/2021	4/7/2028	27,069		27,022		26,604		0.07
Sedgwick Claims Management Services, Inc.	(4)(5)(6)(8)	SOFR +	5.00%	10.25%	7/31/2024	7/31/2032	230,000		227,749		228,275		0.63
Thevelia US, LLC	(4)(6)(9)	SOFR +	6.00%	10.60%	6/17/2022	6/17/2030	182,046		178,149		182,046		0.50
									500,013		502,951		1.38
Software
Boxer Parent Company, Inc.	(5)(8)	SOFR +	5.75%	11.01%	7/30/2024	7/30/2032	45,494		45,381		44,850		0.12
Cloudera, Inc.	(9)	SOFR +	6.00%	10.95%	10/8/2021	10/8/2029	66,697		66,348		63,140		0.17
Delta Topco, Inc.	(8)	SOFR +	5.25%	9.95%	5/1/2024	12/1/2030	87,913		87,500		88,609		0.24
Flash Charm, Inc.	(8)	SOFR +	6.75%	12.15%	3/2/2021	3/2/2029	27,051		26,860		26,409		0.07
Human Security, Inc.	(4)(11)	SOFR +	6.75%	11.60%	7/22/2022	7/22/2027	50,000		49,507		47,750		0.13
Human Security, Inc.	(4)(5)(11)	SOFR +	6.75%	12.00%	7/22/2022	7/22/2027	50,000		49,507		47,750		0.13
Mandolin Technology Intermediate Holdings, Inc.	(4)(9)	SOFR +	6.50%	11.25%	7/30/2021	7/30/2029	31,950		31,682		29,234		0.08
Maverick Bidco Inc.	(4)(5)(10)	SOFR +	8.00%	13.16%	12/19/2023	5/18/2029	628		617		619		0.00
Maverick Bidco Inc.	(5)(10)	SOFR +	6.75%	12.15%	5/18/2021	5/18/2029	18,000		17,954		17,639		0.05
Vision Solutions, Inc.	(5)(10)	SOFR +	7.25%	12.76%	4/23/2021	4/23/2029	41,439		41,257		39,030		0.11
									416,613		405,030		1.10
Trading Companies & Distributors
Icebox Holdco III, Inc.	(9)	SOFR +	6.75%	11.62%	12/22/2021	12/21/2029	14,000		13,908		14,158		0.04
Total Second Lien Debt - non-controlled/non-affiliated									1,822,563		1,784,050		4.89
Total Second Lien Debt									1,822,563		1,784,050		4.89

46

Blackstone Private Credit Fund

Condensed Consolidated Schedule of Investments

September 30, 2024

(in thousands)

(Unaudited)

Investments (1)(19)	Footnotes	Reference Rate and Spread (2)		Interest Rate (2)(15)	Acquisition Date	Maturity Date	Par Amount/Units (1)		Cost (3)		Fair Value		% of Net Assets
Unsecured Debt
Unsecured Debt - non-controlled/non-affiliated
Biotechnology
AbbVie Inc	(5)(6)(8)		4.80%	4.80%	9/10/2024	3/15/2029	$	1,000	$	1,032	$	1,029	0.00	%
Amgen Inc	(5)(6)(8)		5.15%	5.15%	9/10/2024	3/2/2028	1,000		1,030		1,030		0.00
Biogen Inc	(5)(6)(8)		2.25%	2.25%	9/10/2024	5/1/2030	1,000		896		893		0.00
Gilead Sciences Inc	(5)(6)(8)		1.65%	1.65%	9/10/2024	10/1/2030	1,000		866		864		0.00
Regeneron Pharmaceuticals Inc	(5)(6)(8)		1.75%	1.75%	9/10/2024	9/15/2030	1,000		869		864		0.00
									4,693		4,680		0.00
Health Care Equipment & Supplies
Abbott Laboratories	(5)(6)(8)		1.40%	1.40%	9/10/2024	6/30/2030	1,000		880		875		0.00
Alcon Finance Corp	(5)(6)(8)		2.60%	2.60%	9/10/2024	5/27/2030	1,000		915		913		0.00
Becton Dickinson & Co	(5)(6)(8)		5.08%	5.08%	9/10/2024	6/7/2029	1,000		1,035		1,034		0.00
Boston Scientific Corp	(5)(6)(8)		2.65%	2.65%	9/10/2024	6/1/2030	1,000		924		920		0.00
									3,754		3,742		0.00
Health Care Technology
Healthcomp Holding Company, LLC	(4)(5)(8)		13.75%	13.75% PIK	11/8/2023	11/8/2031	20,471		19,973		20,164		0.06
IT Services
PPT Holdings III, LLC	(4)(5)(8)		12.75%	12.75% PIK	3/25/2024	3/27/2034	8,285		8,101		8,244		0.02
Life Sciences Tools & Services
Thermo Fisher Scientific Inc.	(5)(6)(8)		5.00%	5.00%	9/10/2024	1/31/2029	1,000		1,038		1,037		0.00

47

Blackstone Private Credit Fund

Condensed Consolidated Schedule of Investments

September 30, 2024

(in thousands)

(Unaudited)

Investments (1)(19)	Footnotes	Reference Rate and Spread (2)		Interest Rate (2)(15)	Acquisition Date	Maturity Date	Par Amount/Units (1)		Cost (3)		Fair Value		% of Net Assets
Unsecured Debt - non-controlled/non-affiliated (continued)
Pharmaceuticals
Astrazeneca Finance LLC	(5)(6)(8)		4.85%	4.85%	9/10/2024	2/26/2029	$	1,000	$	1,033	$	1,032	0.00	%
Bristol-Myers Squibb Co	(5)(6)(8)		4.90%	4.90%	9/10/2024	2/22/2029	1,000		1,035		1,034		0.00
Eli Lilly & Co	(5)(6)(8)		4.20%	4.20%	9/10/2024	8/14/2029	1,000		1,012		1,010		0.00
GlaxoSmithKline Capital PLC	(5)(6)(8)		3.38%	3.38%	9/10/2024	6/1/2029	1,000		974		972		0.00
Johnson & Johnson	(5)(6)(8)		4.80%	4.80%	9/10/2024	6/1/2029	1,000		1,044		1,041		0.00
Merck & Co Inc	(5)(6)(8)		4.30%	4.30%	9/10/2024	5/17/2030	1,000		1,017		1,015		0.00
Novartis Capital Corp	(5)(6)(8)		2.20%	2.20%	9/10/2024	8/14/2030	1,000		912		908		0.00
Novo Nordisk Finance Netherlands BV	(5)(6)(8)		3.13%	3.13%	9/10/2024	1/21/2029	1,000		1,119		1,136		0.00
Pfizer Inc	(5)(6)(8)		1.70%	1.70%	9/10/2024	5/28/2030	1,000		884		883		0.00
Roche Holdings Inc	(5)(6)(8)		4.20%	4.20%	9/10/2024	9/9/2029	1,000		1,009		1,005		0.00
Takeda Pharmaceutical Co Ltd	(5)(6)(8)		2.05%	2.05%	9/10/2024	3/31/2030	1,000		891		890		0.00
Teva Pharmaceutical Finance Netherlands III B.V.	(5)(6)(8)		3.15%	3.15%	9/10/2024	10/1/2026	1,000		959		962		0.00
									11,889		11,888		0.00
Total Unsecured Debt - non-controlled/non-affiliated									49,448		49,755		0.08
Total Unsecured Debt									49,448		49,755		0.08

48

Blackstone Private Credit Fund

Condensed Consolidated Schedule of Investments

September 30, 2024

(in thousands)

(Unaudited)

Investments (1)(19)	Footnotes	Reference Rate and Spread (2)		Interest Rate (2)(15)	Acquisition Date	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
Financial Services
522 Funding CLO 2020-6, Ltd.	(4)(5)(6)(8)	SOFR +	6.76%	12.04%	11/9/2021	10/23/2034	$	3,000	$	3,000	$	2,884	0.01	%
Allegro CLO XIII Ltd	(4)(5)(6)(8)	SOFR +	6.87%	12.15%	5/25/2021	7/20/2034	2,500		2,451		2,496		0.01
Apidos CLO XXXIII	(4)(5)(6)(8)	SOFR +	6.61%	12.01%	9/14/2021	10/24/2034	5,000		4,961		5,015		0.01
Apidos CLO XXXVI	(4)(5)(6)(8)	SOFR +	6.21%	11.54%	7/28/2021	7/20/2034	8,500		8,500		8,547		0.02
Ares Loan Funding VI Ltd	(4)(5)(6)(8)	SOFR +	6.40%	11.72%	5/24/2024	7/10/2037	2,000		2,000		2,006		0.01
Ares LX CLO LTD	(4)(5)(6)(8)	SOFR +	6.51%	11.79%	5/6/2021	7/18/2034	5,000		4,978		4,950		0.01
Ares LXII CLO, Ltd.	(4)(5)(6)(8)	SOFR +	6.76%	12.05%	11/18/2021	1/25/2034	9,000		9,000		9,020		0.02
Ares XXVII CLO, Ltd.	(4)(5)(6)(8)	SOFR +	7.01%	12.29%	9/23/2021	10/28/2034	5,000		4,961		5,024		0.01
Bain Capital Credit CLO 2020-4 Ltd	(4)(5)(6)(8)	SOFR +	7.98%	13.26%	10/11/2023	10/20/2036	5,500		5,347		5,718		0.02
Bain Capital Credit CLO 2024-3 Ltd	(4)(5)(6)(8)	SOFR +	6.25%	11.59%	5/16/2024	7/16/2037	2,500		2,500		2,544		0.01
Balboa Bay Loan Funding 2021-2, Ltd.	(4)(5)(6)(8)	SOFR +	6.86%	12.14%	10/20/2021	1/20/2035	7,000		6,945		6,742		0.02
Balboa Bay Loan Funding 2024-1 Ltd	(4)(5)(6)(8)	SOFR +	6.25%	11.60%	5/17/2024	7/20/2037	2,300		2,300		2,329		0.01
Barings CLO Ltd 2018-II	(4)(5)(6)(8)	SOFR +	6.90%	12.00%	8/9/2024	7/15/2036	4,000		4,000		4,038		0.01
Barings Clo Ltd 2019-IV	(4)(5)(6)(8)	SOFR +	6.40%	11.70%	5/13/2024	7/15/2037	5,000		5,000		5,032		0.01
Barings CLO Ltd 2021-II	(4)(5)(6)(8)	SOFR +	6.51%	11.81%	7/14/2021	7/15/2034	6,000		6,000		5,925		0.02
Barings CLO Ltd 2021-III	(4)(5)(6)(8)	SOFR +	6.91%	12.19%	11/17/2021	1/18/2035	7,200		7,200		6,806		0.02
Barings Clo Ltd 2022-II	(4)(5)(6)(8)	SOFR +	6.90%	12.20%	7/2/2024	7/15/2039	5,000		5,000		5,020		0.01
Barings CLO Ltd 2023-IV	(4)(5)(6)(8)	SOFR +	7.59%	12.87%	12/6/2023	1/20/2037	3,000		2,972		3,133		0.01
Benefit Street Partners CLO XX	(4)(5)(6)(8)	SOFR +	7.01%	12.31%	8/9/2021	7/15/2034	6,500		6,500		6,536		0.02
Benefit Street Partners CLO XXVI Ltd	(4)(5)(6)(8)	SOFR +	6.00%	11.28%	7/3/2024	7/20/2037	3,000		3,000		2,985		0.01
Benefit Street Partners, LLC BSP 2020-21A	(4)(5)(6)(8)	SOFR +	6.96%	12.29%	8/25/2021	10/15/2034	3,000		2,976		3,011		0.01
BlueMountain CLO XXIX Ltd	(4)(5)(6)(8)	SOFR +	7.12%	12.41%	7/15/2021	7/25/2034	2,750		2,696		2,660		0.01
Broad River Ltd 2020-1	(4)(5)(6)(8)	SOFR +	6.76%	12.04%	5/17/2021	7/20/2034	7,000		6,955		7,024		0.02

49

Blackstone Private Credit Fund

Condensed Consolidated Schedule of Investments

September 30, 2024

(in thousands)

(Unaudited)

Investments (1)(19)	Footnotes	Reference Rate and Spread (2)		Interest Rate (2)(15)	Acquisition Date	Maturity Date	Par Amount/Units (1)		Cost (3)		Fair Value		% of Net Assets
Structured Finance Obligations - Debt Instruments - non-controlled/non-affiliated (continued)
Financial Services (continued)
Carlyle US CLO 2018-4, Ltd.	(4)(5)(6)(8)	SOFR +	6.43%	11.44%	7/23/2024	10/17/2037	$	1,000	$	970	$	976	0.00	%
Carlyle US CLO 2018-4, Ltd.	(4)(5)(6)(8)	SOFR +	7.86%	12.87%	7/23/2024	10/17/2037	5,000		5,025		5,024		0.01
Carlyle US CLO 2020-1, Ltd.	(4)(5)(6)(8)	SOFR +	6.51%	11.79%	7/14/2021	7/20/2034	11,500		11,500		11,530		0.03
Carlyle US CLO 2022-4 Ltd	(4)(5)(6)(8)	SOFR +	6.75%	12.03%	7/12/2024	7/25/2036	4,000		4,000		4,016		0.01
Carlyle US CLO 2023-5 Ltd	(4)(5)(6)(8)	SOFR +	7.90%	13.16%	11/10/2023	1/27/2036	7,000		6,869		7,297		0.02
Carval CLO V-C, LTD.	(4)(5)(6)(8)	SOFR +	7.01%	12.34%	11/24/2021	10/15/2034	8,000		7,937		8,028		0.02
Carval CLO VI-C, LTD.	(4)(5)(6)(8)	SOFR +	7.33%	12.61%	4/22/2022	4/21/2034	8,750		8,680		8,789		0.02
Carval Clo VIII-C Ltd	(4)(5)(6)(8)	SOFR +	7.60%	12.23%	9/13/2024	10/22/2037	2,000		2,000		2,010		0.01
Carval Clo X-C Ltd	(4)(5)(6)(8)	SOFR +	6.15%	11.43%	6/13/2024	7/20/2037	3,000		3,000		3,042		0.01
CarVal CLO XI C Ltd	(4)(5)(6)(8)	SOFR +	6.35%	11.02%	8/14/2024	10/20/2037	3,000		3,000		3,036		0.01
CBAM 2018-8 Ltd	(4)(5)(6)(8)	SOFR +	7.40%	12.75%	5/10/2024	7/15/2037	4,000		4,000		4,035		0.01
CBAM 2018-8 Ltd	(4)(5)(6)(8)	SOFR +	6.37%	11.72%	5/10/2024	7/15/2037	1,000		962		970		0.00
CIFC Funding 2019-III, Ltd.	(4)(5)(6)(8)	SOFR +	7.06%	12.39%	8/16/2021	10/16/2034	8,000		8,000		8,046		0.02
Dryden 112 CLO, Ltd.	(4)(5)(6)(8)	SOFR +	7.75%	12.87%	11/9/2023	11/15/2036	4,900		4,791		4,936		0.01
Dryden 78 CLO Ltd	(4)(5)(6)(8)	SOFR +	7.70%	12.99%	4/4/2024	4/17/2037	4,000		4,000		4,091		0.01
Dryden 78 CLO Ltd	(4)(5)(6)(8)	SOFR +	6.63%	11.92%	4/4/2024	4/17/2037	1,000		978		992		0.00
Dryden 95 CLO, Ltd.	(4)(5)(6)(8)	SOFR +	6.41%	11.54%	7/29/2021	8/20/2034	8,000		8,000		7,753		0.02
Eaton Vance CLO 2019-1 Ltd	(4)(5)(6)(8)	SOFR +	6.40%	11.74%	5/9/2024	7/15/2037	5,000		5,000		5,056		0.01
Elmwood CLO 22 Ltd	(4)(5)(6)(8)	SOFR +	6.50%	11.79%	2/8/2023	4/17/2036	3,500		3,466		3,370		0.01
Flatiron RR CLO 22, LLC	(4)(5)(6)(8)	SOFR +	6.46%	11.70%	9/27/2021	10/15/2034	5,000		5,000		5,030		0.01
Fort Washington CLO 2021-2, Ltd.	(4)(5)(6)(8)	SOFR +	6.87%	12.15%	8/4/2021	10/20/2034	13,000		12,882		12,978		0.04
Galaxy 30 CLO, Ltd.	(4)(5)(6)(8)	SOFR +	6.95%	12.25%	2/25/2022	4/15/2035	3,000		2,976		3,011		0.01
Galaxy XXV CLO, Ltd.	(4)(5)(6)(8)	SOFR +	6.50%	11.78%	4/19/2024	4/25/2036	4,000		4,000		4,014		0.01
Galaxy 32 CLO Ltd	(4)(5)(6)(8)	SOFR +	7.33%	12.61%	9/22/2023	10/20/2036	2,140		2,120		2,186		0.01

50

Blackstone Private Credit Fund

Condensed Consolidated Schedule of Investments

September 30, 2024

(in thousands)

(Unaudited)

Investments (1)(19)	Footnotes	Reference Rate and Spread (2)		Interest Rate (2)(15)	Acquisition Date	Maturity Date	Par Amount/Units (1)		Cost (3)		Fair Value		% of Net Assets
Structured Finance Obligations - Debt Instruments - non-controlled/non-affiliated (continued)
Financial Services (continued)
Goldentree Loan Management US Clo 8 Ltd.	(4)(5)(6)(8)	SOFR +	6.41%	11.69%	8/4/2021	10/20/2034	$	7,400	$	7,406	$	7,419	0.02	%
Goldentree Loan Management US Clo 15 Ltd	(4)(5)(6)(8)	SOFR +	6.50%	11.78%	8/18/2023	10/20/2036	6,500		6,442		6,600		0.02
GoldenTree Loan Management US CLO 16 Ltd	(4)(5)(6)(8)	SOFR +	8.50%	13.78%	11/15/2023	1/20/2034	4,000		3,993		3,949		0.01
Goldentree Loan Management US Clo 18 Ltd	(4)(5)(6)(8)	SOFR +	8.50%	13.78%	10/20/2023	1/20/2037	5,000		4,934		5,018		0.01
Gulf Stream Meridian 5, Ltd.	(4)(5)(6)(8)	SOFR +	6.59%	11.89%	5/27/2021	7/15/2034	5,000		4,960		4,929		0.01
Gulf Stream Meridian 7, Ltd.	(4)(5)(6)(8)	SOFR +	6.85%	12.15%	2/18/2022	7/15/2035	5,000		4,959		4,961		0.01
Halseypoint Clo 5, Ltd.	(4)(5)(6)(8)	SOFR +	7.20%	12.27%	11/19/2021	1/30/2035	9,500		9,350		9,059		0.02
HPS Loan Management 15-2019 Ltd	(4)(5)(6)(8)	SOFR +	6.80%	12.08%	2/8/2022	1/22/2035	4,000		3,968		4,014		0.01
HPS Loan Management 2024-20 Ltd	(4)(5)(6)(8)	SOFR +	6.20%	11.54%	5/15/2024	7/25/2037	2,000		2,000		1,980		0.01
Invesco CLO 2022-3 Ltd	(4)(5)(6)(8)	SOFR +	6.75%	12.13%	9/30/2024	10/22/2037	1,500		1,485		1,485		0.00
Jamestown CLO XIV, Ltd.	(4)(5)(6)(8)	SOFR +	7.46%	12.74%	9/23/2021	10/20/2034	10,000		9,845		10,032		0.03
Jamestown CLO XV, Ltd.	(4)(5)(6)(8)	SOFR +	7.06%	12.39%	5/28/2024	7/15/2035	3,000		2,971		3,009		0.01
Magnetite XXXII Ltd	(4)(5)(6)(8)	SOFR +	6.90%	12.20%	3/7/2022	4/15/2035	5,000		5,000		5,033		0.01
MidOcean Credit CLO XIII Ltd	(4)(5)(6)(8)	SOFR +	7.80%	13.08%	11/16/2023	1/21/2037	9,500		9,143		9,687		0.03
MidOcean Credit CLO XIV Ltd	(4)(5)(6)(8)	SOFR +	6.56%	11.86%	2/15/2024	4/15/2037	1,500		1,460		1,506		0.00
MidOcean Credit CLO XIV Ltd	(4)(5)(6)(8)	SOFR +	7.40%	12.70%	2/15/2024	4/15/2037	3,500		3,500		3,538		0.01
Morgan Stanley Eaton Vance Clo 2021-1, Ltd.	(4)(5)(6)(8)	SOFR +	7.01%	12.25%	9/24/2021	10/20/2034	6,500		6,500		6,532		0.02
Morgan Stanley Eaton Vance CLO 2022-17A Ltd	(4)(5)(6)(8)	SOFR +	7.90%	13.18%	6/30/2022	7/20/2035	1,000		1,007		1,008		0.00
Neuberger Berman Loan Advisers CLO 38, Ltd.	(4)(5)(6)(8)	SOFR +	6.51%	11.79%	9/27/2021	10/20/2035	11,000		11,000		11,044		0.03

51

Blackstone Private Credit Fund

Condensed Consolidated Schedule of Investments

September 30, 2024

(in thousands)

(Unaudited)

Investments (1)(19)	Footnotes	Reference Rate and Spread (2)		Interest Rate (2)(15)	Acquisition Date	Maturity Date	Par Amount/Units (1)		Cost (3)		Fair Value		% of Net Assets
Structured Finance Obligations - Debt Instruments - non-controlled/non-affiliated (continued)
Financial Services (continued)
Northwoods Capital XI-B Ltd	(4)(5)(6)(8)	SOFR +	7.35%	12.63%	7/3/2024	7/19/2037	$	3,412	$	3,354	$	3,364	0.01	%
OCP CLO 2021-22, Ltd.	(4)(5)(6)(8)	SOFR +	6.86%	12.14%	10/15/2021	12/2/2034	9,000		8,904		9,066		0.02
OCP CLO 2020-18 Ltd	(4)(5)(6)(8)	SOFR +	6.25%	11.38%	7/30/2024	7/20/2037	1,000		1,000		1,009		0.00
Octagon 55, Ltd	(4)(5)(6)(8)	SOFR +	6.76%	12.04%	7/1/2021	7/20/2034	11,000		10,896		10,885		0.03
Octagon Investment Partners 41, Ltd.	(4)(5)(6)(8)	SOFR +	7.39%	12.69%	9/24/2021	10/15/2033	2,500		2,491		2,460		0.01
Onex Credit Partners OCP 2020-19A	(4)(5)(6)(8)	SOFR +	6.76%	12.04%	8/6/2021	10/20/2034	4,250		4,099		4,278		0.01
Palmer Square CLO 2015-1, Ltd.	(4)(5)(6)(8)	SOFR +	6.76%	11.89%	5/25/2021	5/21/2034	2,000		1,924		2,006		0.01
Palmer Square CLO 2019-1, Ltd.	(4)(5)(6)(8)	SOFR +	6.76%	11.88%	11/16/2021	11/14/2034	13,000		13,003		13,039		0.04
Palmer Square CLO 2022-1, Ltd.	(4)(5)(6)(8)	SOFR +	6.35%	11.63%	1/24/2022	4/20/2035	2,500		2,500		2,515		0.01
Palmer Square CLO 2023-3 Ltd	(4)(5)(6)(8)	SOFR +	7.83%	13.11%	11/17/2023	1/20/2037	10,000		9,906		10,383		0.03
Parallel 2020-1 Ltd	(4)(5)(6)(8)	SOFR +	6.76%	12.04%	6/14/2021	7/20/2034	3,500		3,437		3,460		0.01
Park Avenue Institutional Advisers CLO Ltd 2022-1	(4)(5)(6)(8)	SOFR +	7.29%	12.57%	2/11/2022	4/20/2035	6,000		5,855		5,982		0.02
Pikes Peak CLO 3	(4)(5)(6)(8)	SOFR +	6.87%	12.16%	8/13/2021	10/25/2034	3,000		3,010		3,021		0.01
Pikes Peak CLO 5	(4)(5)(6)(8)	SOFR +	6.90%	11.53%	9/19/2024	10/20/2037	1,000		1,000		1,005		0.00
Post CLO 2021-1, Ltd.	(4)(5)(6)(8)	SOFR +	6.71%	12.01%	7/30/2021	10/15/2034	6,000		6,000		5,999		0.02
Post CLO 2022-1, Ltd.	(4)(5)(6)(8)	SOFR +	6.75%	12.03%	2/15/2022	4/20/2035	5,000		4,981		4,992		0.01
Post CLO 2024-1, Ltd.	(4)(5)(6)(8)	SOFR +	6.80%	12.11%	2/6/2024	4/20/2037	2,500		2,500		2,551		0.01
PPM CLO 4, Ltd.	(4)(5)(6)(8)	SOFR +	6.76%	12.04%	9/29/2021	10/18/2034	6,775		6,775		6,351		0.02
PPM CLO 5, Ltd.	(4)(5)(6)(8)	SOFR +	6.76%	12.04%	9/17/2021	10/18/2034	4,800		4,800		4,560		0.01
Rad CLO 14, Ltd.	(4)(5)(6)(8)	SOFR +	6.76%	12.09%	11/2/2021	1/15/2035	6,750		6,750		6,731		0.02
Rad CLO 16 Ltd	(4)(5)(6)(8)	SOFR +	6.50%	11.80%	5/3/2024	7/15/2037	5,000		5,000		5,024		0.01
Rad CLO 22 Ltd	(4)(5)(6)(8)	SOFR +	7.73%	13.01%	10/27/2023	1/20/2037	7,500		7,290		7,627		0.02
Rad CLO 25 Ltd	(4)(5)(6)(8)	SOFR +	6.00%	11.34%	5/16/2024	7/20/2037	3,000		3,000		3,028		0.01
Rad CLO 3 Ltd	(4)(5)(6)(8)	SOFR +	5.88%	11.19%	6/18/2024	7/15/2037	2,715		2,662		2,655		0.01
Rad CLO 3 Ltd	(4)(5)(6)(8)	SOFR +	7.00%	12.31%	6/18/2024	7/15/2037	2,715		2,715		2,696		0.01
Rockford Tower CLO 2021-3, Ltd.	(4)(5)(6)(8)	SOFR +	6.98%	12.25%	9/22/2021	10/20/2034	2,000		1,977		1,847		0.01
RR 19, Ltd.	(4)(5)(6)(8)	SOFR +	6.76%	12.06%	9/24/2021	10/15/2035	3,000		3,000		3,010		0.01
RR 20, Ltd.	(4)(5)(6)(8)	SOFR +	7.25%	12.55%	4/6/2022	7/15/2037	4,000		3,966		4,017		0.01

52

Blackstone Private Credit Fund

Condensed Consolidated Schedule of Investments

September 30, 2024

(in thousands)

(Unaudited)

Investments (1)(19)	Footnotes	Reference Rate and Spread (2)		Interest Rate (2)(15)	Acquisition Date	Maturity Date	Par Amount/Units (1)		Cost (3)		Fair Value		% of Net Assets
Structured Finance Obligations - Debt Instruments - non-controlled/non-affiliated (continued)
Financial Services (continued)
Sound Point CLO XXVII, Ltd.	(4)(5)(6)(8)	SOFR +	6.82%	12.11%	10/1/2021	10/25/2034	$	5,000	$	4,923	$	4,622	0.01	%
Symphony CLO 34-PS Ltd.	(4)(5)(6)(8)	SOFR +	8.15%	13.43%	7/13/2023	7/24/2036	4,000		3,927		4,127		0.01
Symphony CLO 44 Ltd	(4)(5)(6)(8)	SOFR +	6.15%	11.50%	5/20/2024	7/14/2037	2,500		2,500		2,528		0.01
Trestles Clo IV, Ltd.	(4)(5)(6)(8)	SOFR +	6.51%	11.84%	7/12/2021	7/21/2034	8,000		8,000		8,035		0.02
Trinitas CLO XVI Ltd	(4)(5)(6)(8)	SOFR +	7.26%	12.54%	6/14/2021	7/20/2034	5,000		4,832		4,763		0.01
Vibrant CLO IV-R Ltd	(4)(5)(6)(8)	SOFR +	7.90%	12.53%	9/19/2024	10/20/2037	1,000		970		1,005		0.00
Vibrant CLO XII Ltd.	(4)(5)(6)(8)	SOFR +	6.94%	12.22%	5/16/2024	4/20/2034	2,695		2,602		2,611		0.01
Vibrant CLO XIII, Ltd.	(4)(5)(6)(8)	SOFR +	7.32%	12.62%	4/21/2021	7/15/2034	6,250		6,204		6,274		0.02
Voya CLO 2019-4, Ltd.	(4)(5)(6)(8)	SOFR +	6.97%	12.27%	12/14/2021	1/15/2035	8,250		8,120		8,278		0.02
Voya CLO 2020-2, Ltd.	(4)(5)(6)(8)	SOFR +	6.66%	11.94%	8/6/2021	7/19/2034	5,000		4,922		4,982		0.01
Total Structured Finance Obligations - Debt Instruments - non-controlled/non-affiliated									508,116		511,250		1.39
Total Structured Finance Obligations - Debt Instruments									508,116		511,250		1.39

53

Blackstone Private Credit Fund

Condensed Consolidated Schedule of Investments

September 30, 2024

(in thousands)

(Unaudited)

Investments (1)(19)	Footnotes	Reference Rate and Spread (2)	Interest Rate (2)(15)	Acquisition Date	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	(6)			4/25/2024		910,404	$	12,614	$	67,907	0.19	%
Micross Topco, Inc. - Common Equity	(4)			3/28/2022		116	125		141		0.00
							12,739		68,048		0.19
Air Freight & Logistics
AGI Group Holdings LP - Class A-2 Common Units	(4)			6/11/2021		1,674	1,674		1,471		0.00
Mode Holdings, L.P. - Class A-2 Common Units	(4)			1/7/2021		1,076,923	1,077		1,314		0.00
							2,751		2,785		0.00
Biotechnology
Moderna Inc - Common Stock	(6)			9/12/2024		12,613	983		843		0.00
Capital Markets
Resolute Investment Managers, Inc. - Common Equity	(4)			12/29/2023		48,476	1,212		103		0.00
Commercial Services & Supplies
GTCR Investors LP - Class A-1 Common Units	(4)			9/29/2023		893,584	894		933		0.00
Distributors
Box Co-Invest Blocker, LLC - (BP Alpha Holdings, L.P.) - Class A Units	(4)			12/10/2021		3,308,320	3,308		728		0.00
Box Co-Invest Blocker, LLC - (BP Alpha Holdings, L.P.) - Class C Preferred Units	(4)			7/12/2023		401,889	390		478		0.00
							3,698		1,206		0.00
Diversified Consumer Services
Cambium Holdings, LLC - Senior Preferred Interest	(4)		11.50%	8/3/2021		29,194,330	28,735		40,672		0.11
DTA LP - Class A Common Units	(4)			3/25/2024		2,612,843	2,613		2,613		0.01
							31,348		43,285		0.12

54

Blackstone Private Credit Fund

Condensed Consolidated Schedule of Investments

September 30, 2024

(in thousands)

(Unaudited)

Investments (1)(19)	Footnotes	Reference Rate and Spread (2)	Interest Rate (2)(15)	Acquisition Date	Maturity Date	Par Amount/Units (1)	Cost (3)		Fair Value		% of Net Assets
Equity - non-controlled/non-affiliated (continued)
Diversified Telecommunication Services
Point Broadband Holdings, LLC - Class A Common Units	(4)			10/1/2021		12,870	$	10,915	$	12,469	0.03	%
Point Broadband Holdings, LLC - Class B Common Units	(4)			10/1/2021		685,760	1,955		2,750		0.01
Point Broadband Holdings, LLC - Class Additional A Common Units	(4)			3/24/2022		2,766	2,346		2,680		0.01
Point Broadband Holdings, LLC - Class Additional B Common Units	(4)			3/24/2022		147,380	420		591		0.00
							15,636		18,490		0.05
Electronic Equipment, Instruments & Components
Spectrum Safety Solutions Purchaser, LLC - Common Equity	(4)(6)			7/1/2024		22,774,695	22,775		22,775		0.06
Financial Services
THL Fund IX Investors (Plymouth II), LP - LP Interest	(4)			8/31/2023		666,667	667		857		0.00
Health Care Equipment & Supplies
GCX Corporation Group Holdings, L.P. - Class A-2 Units	(4)			9/10/2021		4,853	4,853		2,427		0.01
Health Care Providers & Services
AVE Holdings I Corp. - Series A-1 Preferred Shares	(4)		11.50%	2/25/2022		12,237,213	11,870		13,155		0.04
CD&R Artemis Holdco 2 Limited - Preferred Shares	(4)(6)		10.00%	8/19/2021		33,000,000	43,662		57,165		0.16
CD&R Ulysses Equity Holdings, L.P. - Common Shares	(4)(6)			8/19/2021		6,000,000	6,090		5,100		0.01
Jayhawk Holdings, LP - Class A-1 Common Units	(4)			5/26/2021		12,472	2,220		409		0.00
Jayhawk Holdings, LP - Class A-2 Common Units	(4)			5/26/2021		6,716	1,195		220		0.00
Maia Aggregator, L.P. - Class A Units	(4)			2/1/2022		19,700,000	19,700		15,563		0.04
NC Eve, L.P. - LP Interest	(4)(6)			2/22/2022		2,500,000	3,398		1,738		0.00
WHCG Purchaser, Inc. - Class A Common Units	(4)			8/2/2024		10,966,377	0		0		0.00
							88,135		93,350		0.25

55

Blackstone Private Credit Fund

Condensed Consolidated Schedule of Investments

September 30, 2024

(in thousands)

(Unaudited)

Investments (1)(19)	Footnotes	Reference Rate and Spread (2)	Interest Rate (2)(15)	Acquisition Date	Maturity Date	Par Amount/Units (1)	Cost (3)		Fair Value		% of Net Assets
Equity - non-controlled/non-affiliated (continued)
Health Care Technology
Azalea Parent Corp - Series A-1 Preferred Shares	(4)		12.75%	4/30/2024		91,500	$	89,213	$	96,075	0.26	%
Caerus Midco 2 S.à r.l. - Additional Vehicle Units	(4)(6)			10/28/2022		988,290	988		109		0.00
Caerus Midco 2 S.à r.l. - Vehicle Units	(4)(6)			5/25/2022		4,941,452	4,941		4,596		0.01
Healthcomp Holding Company, LLC - Preferred Interest	(4)		6.00%	11/8/2023		18,035	1,804		1,804		0.00
							96,946		102,584		0.27
Insurance
RSC Topco, Inc. - Preferred Shares	(4)		13.25%	8/14/2023		100	97		116		0.00
Shelf Holdco Ltd - Common Equity	(4)(6)			12/30/2022		1,300,000	1,300		4,875		0.01
							1,397		4,991		0.01
IT Services
NC Ocala Co-Invest Beta, L.P. - LP Interest	(4)			11/12/2021		25,687,196	25,687		30,311		0.08
Professional Services
OHCP V TC COI, LP. - LP Interest	(4)			6/29/2021		6,500,000	6,500		14,040		0.04
Tricor Horizon - LP Interest	(4)(6)			6/13/2022		14,396,424	14,519		15,260		0.04
Trinity Air Consultants Holdings Corp - Common Units	(4)			6/12/2024		4,797	5		10		0.00
Victors CCC Topco, LP - Common Equity	(4)			6/1/2022		9,600,000	9,600		17,568		0.05
							30,624		46,878		0.13

56

Blackstone Private Credit Fund

Condensed Consolidated Schedule of Investments

September 30, 2024

(in thousands)

(Unaudited)

Investments (1)(19)	Footnotes	Reference Rate and Spread (2)	Interest Rate (2)(15)	Acquisition Date	Maturity Date	Par Amount/Units (1)	Cost (3)		Fair Value		% of Net Assets
Equity - non-controlled/non-affiliated (continued)
Software
AI Titan Group Holdings, LP - Class A-2 Common Units	(4)			8/28/2024		1,103	$	1,103	$	1,103	0.00	%
Connatix Parent, LLC - Class L Common Units	(4)			7/14/2021		126,136	1,388		628		0.00
Descartes Holdings, Inc - Class A Common Stock	(4)			10/9/2023		937,585	4,060		413		0.00
Expedition Holdco, LLC - Common Units	(4)			2/24/2022		810,810	810		552		0.00
Knockout Intermediate Holdings I, Inc. - Perpetual Preferred Stock	(4)		11.75%	6/23/2022		49,020	47,795		68,015		0.19
Lobos Parent, Inc. - Series A Preferred Shares	(4)		10.50%	11/30/2021		45,090	43,963		57,490		0.16
Mandolin Technology Holdings, Inc. - Series A Preferred Shares	(4)		10.50%	7/30/2021		31,950,000	30,992		34,346		0.09
Mimecast Limited - LP Interest	(4)			5/3/2022		75,088,584	75,089		81,096		0.22
Mitratech Holdings, Inc. - Class A Preferred Shares	(4)		13.50%	12/19/2023		1,573	1,535		1,722		0.00
TPG IX Newark CI, L.P. - LP Interest	(4)(6)			10/26/2023		3,846,970	3,847		3,847		0.01
TravelPerk Inc - Warrants	(4)(6)			5/2/2024		244,818	2,101		2,159		0.01
Zoro - Common Equity	(4)			11/22/2022		1,195,880	11,959		11,959		0.03
Zoro - Series A Preferred Shares	(4)		12.50%	11/22/2022		44,535	42,976		56,782		0.16
							267,618		320,112		0.87
Transportation Infrastructure
Atlas Intermediate Holding, LLC - Preferred Interest	(4)		11.00%	5/24/2021		34,238,400	33,723		34,581		0.09
Enstructure, LLC - Class A-7 Common Units	(4)			9/27/2022		3,783,785	2,803		3,859		0.01
Enstructure, LLC - Class A-8 Common Units	(4)			3/1/2023		858,469	635		876		0.00
Frontline Road Safety Investments, LLC - Class A Common Units	(4)			4/30/2021		58,590	6,178		13,024		0.04
Ncp Helix Holdings, LLC. - Preferred Shares	(4)		8.00%	8/3/2021		1,485,282	1,116		1,384		0.00
							44,455		53,724		0.14
Total Equity - non-controlled/non-affiliated							652,418		813,702		2.18

57

Blackstone Private Credit Fund

Condensed Consolidated Schedule of Investments

September 30, 2024

(in thousands)

(Unaudited)

Investments (1)(19)	Footnotes	Reference Rate and Spread (2)	Interest Rate (2)(15)	Acquisition Date	Maturity Date	Par Amount/Units (1)	Cost (3)		Fair Value		% of Net Assets
Structured Finance Obligations - Equity Instruments - non-controlled/non-affiliated
Financial Services
Galaxy 34 Clo Ltd	(4)(6)	Estimated Yield:	16.18%	9/26/2024	10/20/2037	20,000,000	$	18,500	$	18,500	0.05	%
MidOcean Credit CLO XV Ltd - Subordinated Notes	(4)(6)	Estimated Yield:	12.28%	5/10/2024	7/21/2037	5,000,000	3,550		3,734		0.01
New Mountain CLO 6 Ltd	(4)(6)	Estimated Yield:	15.01%	8/23/2024	10/15/2037	18,750,000	16,238		16,051		0.04
New Mountain CLO 6 Ltd	(4)(6)			8/23/2024	10/15/2037	1,875,000	0		0		0.00
RAD CLO 25 Ltd - Subordinated Notes	(4)(6)	Estimated Yield:	12.90%	5/16/2024	7/20/2037	5,000,000	4,317		4,461		0.01
RAD CLO 26 Ltd	(4)(6)	Estimated Yield:	16.71%	8/7/2024	10/20/2037	7,180,000	6,156		6,173		0.02
Signal Peak CLO 11 Ltd - Subordinated Notes	(4)(6)	Estimated Yield:	14.84%	6/5/2024	7/18/2037	5,000,000	4,450		4,595		0.01
Sixth Street CLO XXI Ltd	(4)(6)	Estimated Yield:	15.28%	9/29/2022	10/15/2035	8,000,000	5,760		6,023		0.02
Vibrant CLO XVI, Ltd	(4)(6)	Estimated Yield:	17.95%	4/14/2023	4/15/2036	12,000,000	9,600		9,600		0.03
Total Structured Finance Obligations - Equity Instruments - non-controlled/non-affiliated							68,571		69,137		0.19
Total Equity and other - non-controlled/non-affiliated							720,989		882,839		2.37
Equity - non-controlled/affiliated
Distributors
GSO DL Co-Invest EIS LP (EIS Acquisition Holdings, LP - Class A Common Units)	(4)(6)(16)			11/1/2021		265,556	558		1,987		0.01
Total Equity - non-controlled/affiliated							558		1,987		0.01
Equity - controlled/affiliated (excluding Investments in Joint Ventures)
Chemicals
Pigments Holdings LP - LP Interest	(4)(6)(16)			4/14/2023		3,943	0		0		0.00
Financial Services
Specialty Lending Company, LLC - LLC Interest	(4)(6)(16)			10/19/2021		276,759,000	276,759		276,482		0.76
Insurance
CFCo, LLC (Benefytt Technologies, Inc.) - Class B Units	(4)(16)			9/28/2023		134,166,603	0		0		0.00
Professional Services
Material+ Holding Company, LLC - Class C Units	(4)(16)			6/14/2024		63,589	0		0		0.00

58

Blackstone Private Credit Fund

Condensed Consolidated Schedule of Investments

September 30, 2024

(in thousands)

(Unaudited)

Investments (1)(19)	Footnotes	Reference Rate and Spread (2)	Interest Rate (2)(15)	Acquisition Date	Maturity Date	Par Amount/Units (1)	Cost (3)		Fair Value		% of Net Assets
Equity - controlled/affiliated (excluding Investments in Joint Ventures) (continued)
Specialty Retail
GSO DL CoInvest CI LP (CustomInk, LLC - Series A Preferred Units)	(4)(6)(16)			1/7/2021		1,500,000	$	1,421	$	2,185	0.01	%
Total Equity - controlled/affiliated (excluding Investments in Joint Ventures)							278,180		278,667		0.77
Total Equity and other							999,727		1,163,493		3.15
Investments in Joint Ventures
BCRED Emerald JV LP - LP Interest	(6)(16)			1/19/2022			1,815,000		1,795,374		4.93
BCRED Verdelite JV LP - LP Interest	(6)(16)			10/21/2022			117,706		128,340		0.35
Investments in Joint Ventures Total							1,932,706		1,923,714		5.28
Total Investments - non-controlled/non-affiliated							59,210,695		59,166,572		162.13
Total Investments - non-controlled/affiliated							558		1,987		0.01
Total Investments - controlled/affiliated (excluding Investments in Joint Ventures)							647,793		570,989		1.57
Total Investments - Investments in Joint Ventures							1,932,706		1,923,714		5.28
Total Investment Portfolio							61,791,752		61,663,262		168.99
Cash and Cash Equivalents
State Street Institutional U.S. Government Money Market Fund			4.87%				15,805		15,805		0.04
Other Cash and Cash Equivalents							1,325,540		1,325,540		3.64
Total Portfolio Investments, Cash and Cash Equivalents							$	63,133,097	$	63,004,607	172.67	%

59

Blackstone Private Credit Fund

Condensed Consolidated Schedule of Investments

September 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 September 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 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 September 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 September 30, 2024, non-qualifying assets represented 23.5% 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	8/9/2026	$	25,460	$	—
123Dentist, Inc.	Delayed Draw Term Loan	8/9/2026	6,562		(31)
ACI Group Holdings, Inc.	Revolver	8/2/2027	11,815		—
Accountor Group	Term Loan	9/18/2031	803		—
Accountor Group	Delayed Draw Term Loan	9/18/2031	299		—
ADCS Clinics Intermediate Holdings, LLC	Revolver	5/7/2026	3,567		—
AI Altius Bidco, Inc.	Delayed Draw Term Loan	12/21/2028	39,500		—
AI Titan Parent Inc	Delayed Draw Term Loan	9/30/2026	22,055		—
AI Titan Parent Inc	Revolver	8/29/2031	13,784		(138)
Alera Group, Inc.	Delayed Draw Term Loan	11/17/2025	15,528		—
Allium Buyer LLC	Revolver	5/2/2029	249		—
American Restoration Holdings, LLC	Revolver	7/19/2030	6,079		—
American Restoration Holdings, LLC	Delayed Draw Term Loan	1/24/2025	2,630		—
American Restoration Holdings, LLC	Delayed Draw Term Loan	7/24/2026	21,227		(212)
American Rock Salt Co LLC	Delayed Draw Term Loan	9/16/2026	1,718		—
Amerilife Holdings LLC	Revolver	8/31/2028	48,715		—
Amerilife Holdings LLC	Delayed Draw Term Loan	6/17/2026	79,071		—
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	8/28/2026	9,696		—

60

Blackstone Private Credit Fund

Condensed Consolidated Schedule of Investments

September 30, 2024

(in thousands)

(Unaudited)

Investments	Commitment Type	Commitment Expiration Date	Unfunded Commitment		Fair Value
Aptean Inc	Revolver	1/30/2031	$	3,641	$	—
Aptean Inc	Delayed Draw Term Loan	1/30/2026	4,962		—
Armada Parent, Inc.	Revolver	10/29/2027	27,000		(270)
Arnhem BidCo GmbH	Term Loan	9/18/2031	253,111		—
Arnhem BidCo GmbH	Delayed Draw Term Loan	9/18/2031	57,525		—
Ascend Buyer, LLC	Revolver	9/30/2027	5,173		—
Atlas CC Acquisition Corp.	Revolver	5/26/2026	12,921		—
Atlas CC Acquisition Corp.	Delayed Draw Term Loan	5/26/2026	14,403		(3,797)
Atlas Securitized Products Funding 2, L.P.	Revolver	4/10/2026	15,497		—
AuditBoard Inc	Delayed Draw Term Loan	7/12/2026	38,443		—
AuditBoard Inc	Revolver	7/12/2031	15,377		(154)
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		(373)
Baker Tilly Advisory Group LP	Delayed Draw Term Loan	6/3/2026	26,608		(200)
Bamboo US BidCo LLC	Delayed Draw Term Loan	3/31/2025	2,439		—
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, Inc.	Term Loan	8/18/2028	55,827		—
Bluefin Holding, LLC	Revolver	9/12/2029	4,487		(22)
BradyIFS Holdings, LLC	Delayed Draw Term Loan	10/31/2025	6,426		—
Brave Parent Holdings, Inc.	Delayed Draw Term Loan	5/28/2025	22,569		—
Brave Parent Holdings, Inc.	Revolver	11/29/2030	26,868		—
Caerus US 1, Inc.	Delayed Draw Term Loan	10/28/2024	32,788		—
Caerus US 1, Inc.	Revolver	5/25/2029	35,995		—
Caerus US 1, Inc.	Delayed Draw Term Loan	10/28/2024	20,176		—
Cambium Learning Group, Inc.	Revolver	7/20/2028	101,715		—
Canadian Hospital Specialties Ltd.	Revolver	4/15/2027	1,432		—
Capstone Acquisition Holdings Inc	Delayed Draw Term Loan	8/29/2026	8,261		—
Caribou Bidco Ltd	Delayed Draw Term Loan	7/9/2027	28,928		—
Castle Management Borrower, LLC	Revolver	11/3/2029	3,750		—
CEP V Investment 11 S.à r.l.	Delayed Draw Term Loan	9/1/2026	52,464		(556)
CFC Underwriting, Ltd.	Delayed Draw Term Loan	5/16/2029	20,232		(272)
CFGI Holdings, LLC	Revolver	11/2/2027	19,950		—
CFS Brands, LLC	Delayed Draw Term Loan	4/2/2025	10,595		(106)
CFS Brands, LLC	Revolver	10/2/2030	30,858		—
Channelside AcquisitionCo, Inc.	Delayed Draw Term Loan	4/28/2025	6,792		(20)
Channelside AcquisitionCo, Inc.	Delayed Draw Term Loan	4/28/2025	918		(9)
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	21,310		—
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		—
Compsych Investments Corp	Delayed Draw Term Loan	7/22/2027	20,230		(51)

61

Blackstone Private Credit Fund

Condensed Consolidated Schedule of Investments

September 30, 2024

(in thousands)

(Unaudited)

Investments	Commitment Type	Commitment Expiration Date	Unfunded Commitment		Fair Value
Connatix Buyer, Inc.	Revolver	7/14/2027	$	12,579	$	—
Consor Intermediate II LLC	Delayed Draw Term Loan	5/10/2026	44,439		(222)
Consor Intermediate II LLC	Revolver	5/10/2031	11,850		(59)
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.	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	8/27/2025	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	8,588		—
CRCI Longhorn Holdings Inc	Revolver	8/27/2031	5,555		—
CRCI Longhorn Holdings Inc	Delayed Draw Term Loan	8/27/2026	16,678		(83)
Crewline Buyer, Inc.	Revolver	11/8/2030	12,790		(124)
CT Technologies Intermediate Holdings, Inc.	Delayed Draw Term Loan	8/30/2026	5,636		—
CT Technologies Intermediate Holdings, Inc.	Revolver	8/30/2031	14,164		(142)
Cumming Group, Inc.	Revolver	11/16/2027	25,468		—
Cumming Group, Inc.	Delayed Draw Term Loan	5/21/2025	14,626		—
CyrusOne Revolving Warehouse	Revolver	7/2/2029	229,667		—
DCG Acquisition Corp.	Revolver	6/13/2031	36,470		(365)
DCG Acquisition Corp.	Delayed Draw Term Loan	6/13/2026	36,470		(182)
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		(165)
Denali Bidco Ltd	Delayed Draw Term Loan	4/17/2026	300		(3)
Digital Media Solutions, LLC	Delayed Draw Term Loan	12/10/2024	2,254		—
Diligent Corp	Delayed Draw Term Loan	4/26/2026	50,000		(375)
Diligent Corp	Revolver	8/4/2030	33,333		—
DM Intermediate Parent LLC	Revolver	9/30/2030	30,960		(464)
DM Intermediate Parent LLC	Delayed Draw Term Loan	9/30/2026	46,461		—
Doc Generici (Diocle S.p.A.)	Delayed Draw Term Loan	10/26/2024	5,367		(73)
DTA Intermediate II Ltd.	Delayed Draw Term Loan	3/27/2026	19,441		—
DTA Intermediate II Ltd.	Revolver	3/27/2030	12,961		—
DTI Holdco, Inc.	Revolver	4/26/2027	16,000		(1,459)
Elements Finco Ltd	Delayed Draw Term Loan	4/30/2027	37,680		(203)
Emergency Power Holdings, LLC	Delayed Draw Term Loan	8/17/2025	43,758		(438)
Endeavor Schools Holdings LLC	Delayed Draw Term Loan	1/18/2025	12,377		—
Enstructure LLC	Delayed Draw Term Loan	6/10/2026	88,177		—
ENV Bidco AB	Delayed Draw Term Loan	7/28/2025	27,675		(364)
Epicor Software Corp.	Delayed Draw Term Loan	5/30/2031	226		—
Episerver, Inc.	Revolver	4/9/2026	3,833		(38)
Eden Acquisitionco Ltd	Delayed Draw Term Loan	11/17/2025	7,569		(102)
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	Delayed Draw Term Loan	7/2/2026	5,292		—
Everbridge Holdings, LLC	Revolver	7/2/2031	3,481		(17)
Excelitas Technologies Corp.	Revolver	8/14/2028	14,780		—
Excelitas Technologies Corp.	Delayed Draw Term Loan	5/1/2026	4,927		(49)
Experity, Inc.	Revolver	2/24/2028	13,452		—
Experity, Inc.	Delayed Draw Term Loan	9/13/2026	39,911		—
Fern Bidco Ltd	Delayed Draw Term Loan	7/3/2027	25,512		(540)

62

Blackstone Private Credit Fund

Condensed Consolidated Schedule of Investments

September 30, 2024

(in thousands)

(Unaudited)

Investments	Commitment Type	Commitment Expiration Date	Unfunded Commitment		Fair Value
Fidelis Insurance Holdings Ltd	Term Loan	8/21/2031	$	938,360	$	—
Focus Financial Partners LLC	Delayed Draw Term Loan	9/11/2031	1,599		—
Formulations Parent Corp.	Revolver	11/15/2029	3,571		(36)
Foundation Risk Partners Corp.	Revolver	10/29/2029	16,269		(244)
Foundation Risk Partners Corp.	Delayed Draw Term Loan	10/29/2025	2,255		—
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	4,489		—
FusionSite Midco, LLC	Delayed Draw Term Loan	9/30/2027	54,556		(546)
FusionSite Midco, LLC	Revolver	11/17/2029	7,366		(166)
FusionSite Midco, LLC	Delayed Draw Term Loan	9/25/2025	34,251		—
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		(33)
Galway Borrower, LLC	Revolver	9/30/2027	15,015		—
Galway Borrower, LLC	Delayed Draw Term Loan	2/7/2026	1,961		(10)
Galway Borrower, LLC	Delayed Draw Term Loan	7/25/2025	20		—
Gannett Fleming Inc	Revolver	8/5/2030	37,324		(560)
Gatekeeper Systems Inc	Delayed Draw Term Loan	8/27/2026	61,694		—
Gatekeeper Systems Inc	Revolver	8/28/2030	12,318		—
GI Ranger Intermediate, LLC	Revolver	10/29/2027	10,800		—
Gigamon Inc.	Revolver	3/11/2028	5,155		—
Gimlet Bidco GmbH	Delayed Draw Term Loan	4/23/2027	39,244		—
GovernmentJobs.com, Inc.	Delayed Draw Term Loan	12/2/2024	60,893		—
GovernmentJobs.com, Inc.	Revolver	12/2/2027	38,416		(607)
Granicus Inc.	Delayed Draw Term Loan	8/2/2026	1,431		(7)
Granicus, Inc.	Revolver	1/17/2031	4,284		—
Graphpad Software LLC	Revolver	6/28/2031	13,945		(70)
Graphpad Software LLC	Delayed Draw Term Loan	6/28/2026	33,558		—
Great Day Improvements LLC	Revolver	6/13/2030	5,914		(118)
Groundworks LLC	Delayed Draw Term Loan	3/14/2026	1,404		—
GS Acquisitionco, Inc.	Delayed Draw Term Loan	3/26/2026	5,940		—
GS Acquisitionco, Inc.	Revolver	5/25/2028	3,917		—
GTCR Everest Borrower, LLC	Revolver	9/5/2029	3,125		(58)
Gusto Sing Bidco Pte Ltd	Delayed Draw Term Loan	10/28/2028	102		(3)
Hargreaves Lansdown	Term Loan	9/26/2031	110,792		—
High Street Buyer, Inc.	Revolver	4/16/2027	4,186		(84)
High Street Buyer, Inc.	Delayed Draw Term Loan	2/4/2025	18,244		—
High Street Buyer, Inc.	Delayed Draw Term Loan	3/1/2026	44,077		(439)
Houghton Mifflin, LLC	Revolver	4/7/2027	18,750		(96)
Icefall Parent, Inc.	Revolver	1/17/2030	6,880		(52)
IEM New Sub 2, LLC	Delayed Draw Term Loan	8/8/2026	76,076		(571)
IG Investments Holdings, LLC	Revolver	9/22/2027	55,251		—
Imagine 360 LLC	Delayed Draw Term Loan	9/18/2026	13,684		(68)
Imagine 360 LLC	Revolver	9/30/2028	8,582		(86)
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	Delayed Draw Term Loan	8/23/2026	19,372		(97)
Integrity Marketing Acquisition, LLC	Revolver	8/27/2028	2,183		—
Integrity Marketing Acquisition, LLC	Revolver	8/27/2026	653		—
IQN Holding Corp	Revolver	5/2/2028	4,249		—

63

Blackstone Private Credit Fund

Condensed Consolidated Schedule of Investments

September 30, 2024

(in thousands)

(Unaudited)

Investments	Commitment Type	Commitment Expiration Date	Unfunded Commitment		Fair Value
IRI Group Holdings Inc	Revolver	12/1/2027	$	46,161	$	—
Iris Buyer, LLC	Revolver	10/2/2029	7,870		(216)
Iris Buyer, LLC	Delayed Draw Term Loan	4/2/2025	2,759		—
ISQ Hawkeye Holdco, Inc.	Revolver	8/17/2028	734		—
ISQ Hawkeye Holdco, Inc.	Delayed Draw Term Loan	8/20/2026	1,595		(8)
Java Buyer, Inc.	Delayed Draw Term Loan	6/26/2026	50,996		—
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		(662)
Kaseya, Inc.	Delayed Draw Term Loan	6/25/2029	33,089		—
Kaseya, Inc.	Revolver	6/25/2029	36,559		—
Kattegat Project Bidco AB	Delayed Draw Term Loan	10/5/2026	12,225		(157)
Knowledge Pro Buyer, Inc.	Revolver	12/10/2027	9,171		—
Knowledge Pro Buyer, Inc.	Delayed Draw Term Loan	12/8/2025	8,737		—
Kona Buyer, LLC	Delayed Draw Term Loan	7/23/2025	63,422		—
Kona Buyer, LLC	Delayed Draw Term Loan	7/23/2026	63,422		(317)
Kona Buyer, LLC	Revolver	7/23/2031	25,369		(254)
Kwol Acquisition, Inc.	Revolver	12/6/2029	785		—
Loar Group, Inc.	Delayed Draw Term Loan	12/31/2024	100,000		—
LPW Group Holdings, Inc.	Revolver	3/15/2030	6,566		(98)
Magic Bidco Inc	Delayed Draw Term Loan	7/1/2026	17,784		—
Magic Bidco Inc	Revolver	7/1/2030	3,557		—
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	2,651		—
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)
Maverick Bidco Inc.	Delayed Draw Term Loan	8/16/2026	52,632		—
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	11,241		—
MB2 Dental Solutions, LLC	Revolver	2/13/2031	2,241		—
Medline Borrower LP	Revolver	2/27/2026	17,850		(133)
Mercury Bidco Globe Limited	Delayed Draw Term Loan	1/31/2026	25,268		—
Metis Buyer, Inc.	Revolver	5/4/2026	5,310		—
MHE Intermediate Holdings, LLC	Revolver	7/21/2027	804		—
Minotaur Acquisition, Inc.	Revolver	5/10/2030	9,910		(99)
Minotaur Acquisition, Inc.	Delayed Draw Term Loan	5/10/2025	16,516		(165)
Monk Holding Co.	Delayed Draw Term Loan	12/1/2024	17,311		—
More Cowbell II, LLC	Delayed Draw Term Loan	9/1/2025	2,244		(27)
More Cowbell II, LLC	Revolver	9/1/2029	1,655		—
MPG Parent Holdings, LLC	Delayed Draw Term Loan	1/8/2026	2,679		—
MPG Parent Holdings, LLC	Revolver	1/8/2030	2,232		—
MRI Software, LLC	Revolver	2/10/2026	25,354		(824)
MRI Software, LLC	Delayed Draw Term Loan	1/16/2027	23,940		—
Natus Medical Incorporated	Revolver	7/21/2027	1,225		—
NAVEX TopCo, Inc.	Revolver	11/9/2028	8,855		—
Navigator Acquiror, Inc.	Delayed Draw Term Loan	1/16/2025	21,446		—
NDC Acquisition Corp.	Revolver	3/9/2027	3,425		—

64

Blackstone Private Credit Fund

Condensed Consolidated Schedule of Investments

September 30, 2024

(in thousands)

(Unaudited)

Investments	Commitment Type	Commitment Expiration Date	Unfunded Commitment		Fair Value
Neptune BidCo	Delayed Draw Term Loan	4/2/2031	$	2,051	$	—
Neptune Holdings, Inc.	Revolver	8/14/2030	2,000		—
Netsmart Technologies Inc	Delayed Draw Term Loan	8/23/2026	26,031		—
Netsmart Technologies Inc	Revolver	8/23/2031	26,555		(266)
Noble Midco 3 Ltd	Delayed Draw Term Loan	6/10/2027	9,042		(45)
Noble Midco 3 Ltd	Revolver	6/10/2030	6,028		(30)
North Haven Ushc Acquisition Inc	Revolver	10/30/2027	10,730		—
North Haven Ushc Acquisition Inc	Delayed Draw Term Loan	8/28/2026	25,764		—
Onex Baltimore Buyer, Inc.	Delayed Draw Term Loan	1/21/2025	68,013		—
ONS MSO, LLC	Delayed Draw Term Loan	12/13/2025	36,836		—
ONS MSO, LLC	Revolver	7/8/2026	4,750		—
Oranje Holdco Inc	Revolver	2/1/2029	8,250		—
Orisha SAS	Term Loan	10/4/2031	78,678		—
Orisha SAS	Delayed Draw Term Loan	10/4/2031	5,737		—
Orisha SAS	Revolver	10/4/2031	30,261		—
Oxford Global Resources Inc	Revolver	8/17/2027	9,254		—
Paisley Bidco Ltd	Delayed Draw Term Loan	4/18/2027	10,906		(87)
Park Place Technologies, LLC	Delayed Draw Term Loan	9/1/2025	85,594		(428)
Park Place Technologies, LLC	Revolver	3/25/2030	53,924		—
Pavion Corp.	Delayed Draw Term Loan	10/30/2025	3,902		—
PDI TA Holdings, Inc.	Delayed Draw Term Loan	2/1/2026	15,993		(160)
PDI TA Holdings, Inc.	Revolver	2/3/2031	6,996		(52)
Pearce Services, LLC	Delayed Draw Term Loan	12/29/2024	949		—
Petrus Buyer Inc	Delayed Draw Term Loan	10/17/2025	4,929		—
Petrus Buyer Inc	Revolver	10/17/2029	5,163		—
PGIS Intermediate Holdings, LLC	Revolver	10/16/2028	5,945		—
PGIS Intermediate Holdings, LLC	Delayed Draw Term Loan	10/16/2028	15,112		—
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	1,359		—
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	9/6/2025	1,867		—
PPV Intermediate Holdings, LLC	Delayed Draw Term Loan	8/7/2026	19,691		(98)
Profile Products, LLC	Revolver	11/12/2027	2,212		—
Profile Products, LLC	Revolver	11/12/2027	6,700		—
Progress Residential PM Holdings, LLC	Delayed Draw Term Loan	11/8/2024	16,623		—
Progress Residential PM Holdings, LLC	Delayed Draw Term Loan	11/8/2024	2,915		—
Project Leopard Holdings, Inc.	Revolver	7/20/2027	8,769		—
PT Intermediate Holdings III LLC	Delayed Draw Term Loan	4/4/2026	12,013		—
Qualus Power Services Corp.	Delayed Draw Term Loan	5/9/2026	46,833		—
Rally Buyer, Inc.	Revolver	7/19/2028	6,211		—
Recorded Future Inc	Delayed Draw Term Loan	6/28/2026	24,673		—
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	4,813		(120)
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	10/31/2025	15,233		—

65

Blackstone Private Credit Fund

Condensed Consolidated Schedule of Investments

September 30, 2024

(in thousands)

(Unaudited)

Investments	Commitment Type	Commitment Expiration Date	Unfunded Commitment		Fair Value
RoadOne Inc	Revolver	12/30/2028	$	275	$	—
RSC Acquisition, Inc.	Revolver	11/1/2029	6,174		(108)
RSC Acquisition, Inc.	Delayed Draw Term Loan	10/30/2026	5,881		(7)
RSC Acquisition, Inc.	Delayed Draw Term Loan	11/1/2029	55,566		(278)
Safety Borrower Holdings LP	Revolver	9/1/2027	2,097		—
Safety Products/JHC Acquisition Corp	Delayed Draw Term Loan	6/28/2026	12,675		—
Sailpoint Technologies, Inc.	Revolver	8/16/2028	34,083		—
Sam Holding Co, Inc.	Revolver	3/24/2027	18,000		—
Scorpio BidCo SAS	Delayed Draw Term Loan	4/3/2026	7,858		(81)
SEKO Global Logistics Network, LLC	Revolver	12/30/2026	2,207		—
SEKO Global Logistics Network, LLC	Revolver	12/30/2026	498		—
SG Acquisition, Inc.	Revolver	4/3/2030	13,537		—
Skopima Consilio Parent LLC	Revolver	5/14/2026	6,300		(45)
Smile Doctors, LLC	Revolver	12/23/2027	51,955		(1,299)
Smile Doctors, LLC	Delayed Draw Term Loan	6/9/2025	76,573		—
Soliant Lower Intermediate, LLC	Revolver	7/18/2029	18,500		—
Sparta UK Bidco Ltd	Delayed Draw Term Loan	9/25/2028	19,292		—
SpecialtyCare, Inc.	Revolver	6/18/2026	3,680		—
Spectrum Safety Solutions Purchaser, LLC	Delayed Draw Term Loan	7/1/2026	69,467		(521)
Spectrum Safety Solutions Purchaser, LLC	Revolver	7/1/2030	58,815		—
Stepping Stones Healthcare Services, LLC	Revolver	12/30/2026	24,314		(122)
Stepping Stones Healthcare Services, LLC	Delayed Draw Term Loan	4/24/2026	44,329		—
STV Group, Inc.	Delayed Draw Term Loan	3/20/2026	16,811		(168)
STV Group, Inc.	Revolver	3/20/2031	10,086		—
Sunshine Cadence Holdco, LLC	Delayed Draw Term Loan	5/1/2026	35,360		—
Sunshine Cadence Holdco, LLC	Revolver	5/1/2030	32,000		(320)
Tennessee Bidco Limited	Delayed Draw Term Loan	7/1/2026	159,961		—
The Fertility Partners, Inc.	Revolver	9/16/2027	8,152		(357)
The GI Alliance Management, LLC	Delayed Draw Term Loan	3/1/2026	102,475		—
The Hiller Companies LLC	Delayed Draw Term Loan	6/20/2026	17,397		—
The Hiller Companies LLC	Revolver	6/20/2030	13,713		(137)
Thermostat Purchaser III, Inc.	Revolver	8/31/2026	8,125		(51)
Trader Corp.	Term Loan	9/9/2026	100,150		—
Trader Corp.	Term Loan	9/9/2026	57,153		—
Trader Corp.	Second Lien Term Loan	8/14/2026	592,593		—
Trader Corp.	Revolver	9/9/2026	28,322		—
Trader Corp.	Revolver	12/22/2028	8,022		—
Trinity Air Consultants Holdings Corp.	Delayed Draw Term Loan	12/31/2024	15,079		—
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		—
Truist Insurance Holdings LLC	Revolver	5/6/2029	19,048		—
Turing Holdco, Inc.	Delayed Draw Term Loan	8/3/2028	47,204		—
Turing Holdco, Inc.	Delayed Draw Term Loan	8/3/2028	31,353		—
Unified Women's Healthcare LP	Revolver	6/18/2029	101,845		—
Unified Women's Healthcare LP	Delayed Draw Term Loan	3/25/2026	3,243		—
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	6,452		—
Varicent Parent Holdings Corp	Delayed Draw Term Loan	8/23/2026	18,545		—
Varicent Parent Holdings Corp	Revolver	8/23/2031	9,550		(143)

66

Blackstone Private Credit Fund

Condensed Consolidated Schedule of Investments

September 30, 2024

(in thousands)

(Unaudited)

Investments	Commitment Type	Commitment Expiration Date	Unfunded Commitment		Fair Value
Victors CCC Buyer, LLC	Delayed Draw Term Loan	6/1/2029	$	31,095	$	—
Victors CCC Buyer, LLC	Revolver	6/1/2029	29,205		—
VS Buyer, LLC	Revolver	4/12/2029	15,000		(975)
Water Holdings Acquisition LLC	Delayed Draw Term Loan	7/31/2026	37,122		(186)
West Monroe Partners, LLC	Revolver	11/9/2027	70,714		—
WHCG Purchaser III Inc	Delayed Draw Term Loan	6/30/2027	17,234		—
World Insurance Associates, LLC	Delayed Draw Term Loan	4/21/2025	35,593		—
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		—
Young & Associates, LLC	Term Loan	10/1/2031	43,861		—
Young & Associates, LLC	Delayed Draw Term Loan	10/1/2031	18,977		—
Young & Associates, LLC	Revolver	10/1/2031	9,054		—
Zellis Topco Ltd.	Term Loan	1/13/2026	21,107		—
Zendesk Inc	Delayed Draw Term Loan	11/22/2025	208,035		(3,121)
Zendesk Inc	Revolver	7/23/2030	97,650		—
Zeus, LLC	Revolver	2/8/2030	6,851		(34)
Zeus, LLC	Delayed Draw Term Loan	2/27/2026	9,135		(69)
Zorro Bidco Ltd	Delayed Draw Term Loan	8/13/2027	18,421		—
Total unfunded commitments			$	9,564,958	$	(34,016)

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

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

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

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

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

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

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

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

67

Blackstone Private Credit Fund

Condensed Consolidated Schedule of Investments

September 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 September 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 September 30, 2024		Income
Non-Controlled/Affiliated Investments
GSO DL Co-Invest EIS LP (EIS Acquisition Holdings, LP - Class A Common Units)	$	2,499	$	—	$	—	$	(512)	$	—	$	1,987	$	13
Controlled/Affiliated Investments
Daylight Beta Parent, LLC (Benefytt Technologies, Inc.)	49,530		—		—		(37,336)		—		12,194		—
CFCo, LLC (Benefytt Technologies, Inc.)	612		—		—		(612)		—		—		—
CFCo, LLC (Benefytt Technologies, Inc.) - Class B Units	—		—		—		—		—		—		—
Pigments Services, Inc.	9,412		—		(115)		(1,225)		—		8,072		—
Pigments Services, Inc.	9,908		1,120		(68)		—		—		10,960		1,084
Pigments Holdings LP - LP Interest	—		—		—		—		—		—		—
Material Holdings, LLC	—		225,891		—		2,017		—		227,908		7,710
Material Holdings, LLC	—		55,470		—		(22,282)		—		33,188		1,876
Material+ Holding Company, LLC - Class C Units	—		—		—		—		—		—		—
Specialty Lending Company, LLC - LLC Interest	265,631		39,285		(13,500)		(14,934)		—		276,482		—
BCRED Emerald JV LP - LP Interest	2,032,260		—		(187,500)		(49,386)		—		1,795,374		213,271
BCRED Verdelite JV LP - LP Interest	129,265		—		—		(925)		—		128,340		11,170
GSO DL CoInvest CI LP (CustomInk, LLC - Series A Preferred Units)	1,981		—		—		204		—		2,185		—
Total	$	2,501,098	$	321,766	$	(201,183)	$	(124,991)	$	—	$	2,496,690	$	235,124

(17)Loan was on non-accrual status as of September 30, 2024.

(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.

(19)All securities are exempt from registration under the Securities Act of 1933, as amended (the “Securities Act”), including investments in joint ventures but excluding Loar Holdings Inc. - Common Equity and Moderna Inc - Common Stock, and may be deemed to be “restricted securities.” As of September 30, 2024, the aggregate fair value of these securities is $61,594.5 million or 168.80% of the Company’s net assets. The initial acquisition dates have been included for such securities.

68

Blackstone Private Credit Fund

Condensed Consolidated Schedule of Investments

September 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	11,063	CAD	15,000	12/18/2024	$	(58)
Deutsche Bank AG	USD	14,751	CAD	20,000	12/17/2024	(77)
BNP PARIBAS US	USD	1,695	CAD	2,300	11/21/2024	(9)
Deutsche Bank AG	USD	11,737	CHF	9,820	12/18/2024	10
Goldman Sachs Bank USA	USD	83,534	DKK	557,791	12/18/2024	(183)
BNP PARIBAS US	USD	100,608	EUR	90,200	11/21/2024	(114)
Deutsche Bank AG	USD	170,802	EUR	153,000	12/18/2024	(230)
Deutsche Bank AG	USD	104,044	GBP	78,800	12/18/2024	(1,512)
BNP PARIBAS US	USD	53,582	GBP	40,900	11/21/2024	(1,211)
Goldman Sachs Bank USA	USD	53,108	NOK	562,273	12/18/2024	(275)
BNP PARIBAS US	USD	2,847	NOK	30,100	11/21/2024	(10)
Goldman Sachs Bank USA	USD	24,324	NZD	39,280	12/18/2024	(673)
Goldman Sachs Bank USA	USD	23,580	SEK	239,106	12/18/2024	(77)
Goldman Sachs Bank USA	USD	10,823	SEK	109,749	12/17/2024	(36)
BNP PARIBAS US	USD	1,874	SEK	19,100	11/21/2024	(13)
Total Foreign Currency Forward Contracts						$	(4,468)

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	November 2024 Notes	2.35%	SOFR +	0.66%	11/22/2024	500,000		$	(2,305)	$	—	$	11,451
Goldman Sachs Bank USA	January 2025 Notes	2.70%	SOFR +	0.99%	1/15/2025	500,000		(4,323)		—		11,089
Goldman Sachs Bank USA	December 2026 Notes	2.63%	SOFR +	0.26%	12/15/2026	625,000		(14,119)		—		10,605
Deutsche Bank	December 2026 Notes	2.63%	SOFR +	0.26%	12/15/2026	625,000		(13,945)		—		10,550
Goldman Sachs Bank USA	March 2025 Notes	4.70%	SOFR +	2.43%	3/24/2025	400,000		(4,011)		—		7,078
Deutsche Bank	March 2025 Notes	4.70%	SOFR +	2.43%	3/24/2025	500,000		(5,019)		—		8,855
Deutsche Bank	April 2026 UK Bonds	4.87%	SONIA +	2.78%	4/14/2026	GBP	250,000	(9,437)		—		2,984
Sumitomo Mitsui Banking Corporation	May 2027 Notes	5.61%	SOFR +	2.79%	5/3/2027	625,000		(9,094)		—		9,081
Sumitomo Mitsui Banking Corporation	September 2025 Notes	7.05%	SOFR +	2.93%	9/29/2025	600,000		1,041		—		2,882
Goldman Sachs Bank USA	October 2027 Notes	7.49%	SOFR +	3.72%	10/11/2027	350,000		3,607		—		3,143
Sumitomo Mitsui Banking Corporation	September 2025 Notes	7.05%	SOFR +	2.97%	9/29/2025	200,000		262		—		1,022
Sumitomo Mitsui Banking Corporation	November 2028 Notes	7.30%	SOFR +	3.06%	11/27/2028	500,000		17,000		—		3,318
Goldman Sachs Bank USA	January 2031 Notes	6.25%	SOFR +	2.46%	1/25/2031	250,000		6,664		—		6,664
BNP Paribas US	January 2031 Notes	6.25%	SOFR +	2.45%	1/25/2031	250,000		6,542		—		6,542
Deutsche Bank	July 2029 Notes	5.95%	SOFR +	1.74%	7/16/2029	500,000		20,121		—		20,121
BNP Paribas US	September 2027 Notes	4.95%	SOFR +	1.69%	9/26/2027	400,000		(1,306)		—		(1,306)
Sumitomo Mitsui Banking Corporation	April 2030 Notes	5.25%	SOFR +	2.01%	4/1/2030	400,000		(1,243)		—		(1,243)
Total Interest Rate Swaps								$	(9,565)	$	—	$	112,836

(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.

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
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

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
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

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
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

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
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

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
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

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
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

75

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

76

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

77

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

78

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

79

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

80

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

81

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

82

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

83

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

84

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

85

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

86

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

87

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

88

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

89

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

90

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

91

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

92

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

93

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

94

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.

95

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)

96

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		—

97

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)

98

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)

99

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		—

100

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

101

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.

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)

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.

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)

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 September 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 Phoenix Peak Funding LLC (“Phoenix 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.

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 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.

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)

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.

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)

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.

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)

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 nine months ended September 30, 2024, the Company recorded $3.9 million and $37.7 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 nine months ended September 30, 2023, the Company recorded $1.6 million and $8.1 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.

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)

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.

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)

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.

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)

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 nine months ended September 30, 2024, base management fees were $112.6 million and $312.3 million, respectively. For the three and nine months ended September 30, 2023, base management fees were $79.7 million and $229.0 million, respectively. As of September 30, 2024 and December 31, 2023, $112.6 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.

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)

(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 nine months ended September 30, 2024, the Company accrued income based incentive fees of $139.4 million and $399.0 million, respectively. For the three and nine months ended September 30, 2023, the Company accrued income based incentive fees of $113.7 million and $324.0 million, respectively. As of September 30, 2024 and December 31, 2023, there was $139.4 million and $122.9 million, respectively, payable to the Adviser for the income based incentive fees.

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)

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

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 nine months ended September 30, 2024, the Company incurred $1.4 million and $5.1 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 nine months ended September 30, 2023, the Company incurred $1.7 million and $5.1 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 September 30, 2024 and December 31, 2023, $2.5 million and $2.3 million, respectively, was unpaid and included in Due to affiliates in the Condensed Consolidated Statements of Assets and Liabilities.

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

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)

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 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.

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 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 nine months ended September 30, 2024, the Company accrued distribution and shareholder servicing fees of $24.9 million and $69.7 million, respectively, which were attributable to Class S shares. For the three and nine months ended September 30, 2024, the Company accrued distribution and shareholder servicing fees of $0.3 million and $0.9 million, respectively, which were attributable to Class D shares.

For the three and nine months ended September 30, 2023, the Company accrued distribution and shareholder servicing fees of $17.6 million and $49.3 million, respectively, which were attributable to Class S shares. For the three and nine months ended September 30, 2023, the Company accrued distribution and shareholder servicing fees of $0.2 million and $0.9 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 nine months ended September 30, 2024 and 2023, the Adviser made no Expense Payments and there were no Reimbursement Payments made to the Adviser.

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)

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 September 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 September 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. From time to time, the Company may purchase investments from or sell investments to the 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:

	September 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	$	56,479,192	$	56,231,000	91.2	%	$	45,837,261	$	45,534,013	89.7	%
Second lien debt	1,822,563		1,784,050		2.9		1,826,541		1,736,088		3.4
Unsecured debt	49,448		49,755		0.1		18,182		18,171		0.0
Structured finance obligations - debt instruments	508,116		511,250		0.8		443,228		436,863		0.9
Investments in joint ventures	1,932,706		1,923,714		3.1		2,120,206		2,161,525		4.3
Equity and other (1)(2)	999,727		1,163,493		1.9		776,305		857,251		1.7
Total	$	61,791,752	$	61,663,262	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.

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)

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

	September 30, 2024		December 31, 2023
Aerospace & Defense	1.6	%	1.4	%
Air Freight & Logistics	2.0		2.6
Airlines (2)	0.0		0.1
Auto Components	—		0.1
Beverages	0.1		0.1
Biotechnology (2)(3)	0.0		0.0
Broadline Retail (2)	0.0		—
Building Products	1.5		2.1
Capital Markets	0.3		0.5
Chemicals	0.5		0.2
Commercial Services & Supplies	5.1		4.0
Construction Materials	—		0.1
Construction & Engineering	1.5		0.7
Containers & Packaging	0.2		0.3
Distributors	0.9		1.1
Diversified Consumer Services	3.6		2.7
Diversified REITs (2)	0.0		—
Diversified Telecommunication Services	0.4		0.5
Electrical Equipment	0.9		0.5
Electronic Equipment, Instruments & Components	0.8		1.1
Electric Utilities	0.2		0.2
Energy Equipment & Services	0.1		0.1
Entertainment (2)(3)	0.0		0.0
Financial Services (1)	2.2		2.4
Food Products (2)(3)	0.0		0.0
Ground Transportation (3)	0.3		0.0
Health Care Equipment & Supplies	1.2		1.6
Health Care Providers & Services	10.5		11.3
Health Care Technology	4.9		4.1
Hotels, Restaurants & Leisure	0.2		0.3
Household Durables	0.1		0.1
Industrial Conglomerates	0.3		0.9
Insurance	5.8		4.7
Interactive Media & Services (3)	0.2		0.0
Internet & Direct Marketing Retail	1.7		2.0
Investments in Joint Ventures	3.1		4.3
IT Services	5.2		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	0.7		0.5
Metals & Mining (2)(3)	0.0		0.0
Oil, Gas & Consumable Fuels	0.2		0.1

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)

	September 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	26.3		27.3
Specialty Retail	0.2		0.2
Technology Hardware, Storage & Peripherals	0.1		0.1
Trading Companies & Distributors	0.5		0.5
Transportation Infrastructure	2.7		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 September 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:

	September 30, 2024
	Cost		Fair Value		% of Total Investments at Fair Value		Fair Value as % of Net Assets
United States	$	54,076,241	$	53,856,415	87.3	%	147.8	%
Europe	6,377,626		6,476,244		10.5		17.8
Canada	726,487		711,653		1.2		2.0
Bermuda/Cayman Islands	553,311		559,719		0.9		1.5
Australia/New Zealand and other	22,693		23,706		0.0		0.1
Asia	35,394		35,525		0.1		0.1
Total	$	61,791,752	$	61,663,262	100.0	%	169.3	%

	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 September 30, 2024 and December 31, 2023, six borrowers (across eleven loans) and two borrowers (across three loans) in the portfolio were on non-accrual status, respectively.

As of September 30, 2024 and December 31, 2023, on a fair value basis, 99.7% and 99.9%, respectively, of performing debt investments bore interest at a floating rate and 0.3% and 0.1%, respectively, of performing debt investments bore interest at a fixed rate.

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)

Note 5. Fair Value Measurements

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

	September 30, 2024
	Level 1		Level 2		Level 3		Total
First lien debt	$	—	$	4,004,268	$	52,226,732	$	56,231,000
Second lien debt	—		633,149		1,150,901		1,784,050
Unsecured debt	—		21,347		28,408		49,755
Structured finance obligations - debt instruments	—		—		511,250		511,250
Equity and other (1)(3)	68,750		—		1,094,743		1,163,493
Total	68,750		4,658,764		55,012,034		59,739,548
Investments Measured at NAV (2)	—		—		—		1,923,714
Total investments	$	68,750	$	4,658,764	$	55,012,034	$	61,663,262

	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 $150.5 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 0.7 years. For information regarding restrictions on Investment in joint ventures, see “Note 11. Joint Ventures.”

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 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 September 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	$	46,789,164	$	1,003,200	$	27,365	$	454,837	$	976,265	$	49,250,831
Purchases of investments	6,324,151		232,544		955		37,625		82,354		6,677,629
Proceeds from principal repayments and sales of investments	(1,006,389)		(28,153)		—		(28,075)		—		(1,062,617)
Accretion of discount/(amortization of premium)	41,669		601		23		91		—		42,384
Net realized gain (loss)	(36,338)		—		—		106		—		(36,232)
Net change in unrealized appreciation (depreciation)	55,978		(728)		65		(2,167)		35,882		89,030
Transfers into Level 3 (1)	141,486		—		—		48,833		242		190,561
Transfers out of Level 3 (1)	(82,989)		(56,563)		—		—		—		(139,552)
Fair value, end of period	$	52,226,732	$	1,150,901	$	28,408	$	511,250	$	1,094,743	$	55,012,034
Net change in unrealized appreciation (depreciation) included in earnings related to financial instruments still held as of September 30, 2024 included in net change in unrealized appreciation (depreciation) on the Condensed Consolidated Statements of Operations	$	16,718	$	(748)	$	66	$	(1,844)	$	35,881	$	50,073

	Nine Months Ended September 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	13,552,109		418,647		9,830		139,930		223,325		14,343,841
Proceeds from principal repayments and sales of investments	(3,239,764)		(256,257)		—		(75,595)		(13,500)		(3,585,116)
Accretion of discount/(amortization of premium)	138,810		4,815		63		435		—		144,123
Net realized gain (loss)	(35,518)		16		—		117		—		(35,385)
Net change in unrealized appreciation (depreciation)	41,257		(3,770)		344		9,500		27,667		74,998
Transfers into Level 3 (1)	468,879		77,280		—		70,964		—		617,123
Transfers out of Level 3 (1)	(35,778)		(16,695)		—		—		—		(52,473)
Fair value, end of period	$	52,226,732	$	1,150,901	$	28,408	$	511,250	$	1,094,743	$	55,012,034
Net change in unrealized appreciation (depreciation) included in earnings related to financial instruments still held as of September 30, 2024 included in net change in unrealized appreciation (depreciation) on the Condensed Consolidated Statements of Operations	$	31,266	$	(1,614)	$	334	$	8,342	$	32,725	$	71,053

(1)For the three and nine months ended September 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.

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)

	Three Months Ended September 30, 2023
	First Lien  Debt		Second Lien  Debt		Structured Finance Investments		Equity		Total Investments
Fair value, beginning of period	$	37,923,857	$	1,091,126	$	303,838	$	782,527	$	40,101,348
Purchases of investments	1,780,577		38,382		13,606		2,170		1,834,735
Proceeds from principal repayments and sales of investments	(749,646)		(35,588)		(9,400)		—		(794,634)
Accretion of discount/(amortization of premium)	37,541		804		54		—		38,399
Net realized gain (loss)	(63,957)		32		(289)		—		(64,214)
Net change in unrealized appreciation (depreciation)	86,716		11,774		13,659		22,380		134,529
Transfers into Level 3 (1)	44,592		22,750		—		—		67,342
Transfers out of Level 3 (1)	(160,904)		(70,438)		—		—		(231,342)
Fair value, end of period	$	38,898,776	$	1,058,842	$	321,468	$	807,077	$	41,086,163
Net change in unrealized appreciation (depreciation) included in earnings related to financial instruments still held as of September 30, 2023 included in net change in unrealized appreciation (depreciation) on the Condensed Consolidated Statements of Operations	$	22,180	$	7,189	$	13,377	$	22,381	$	65,127

	Nine Months Ended September 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	3,285,859		52,416		13,606		2,581		3,354,462
Proceeds from principal repayments and sales of investments	(1,824,434)		(35,588)		(9,400)		(827)		(1,870,249)
Accretion of discount/(amortization of premium)	110,256		2,273		159		—		112,688
Net realized gain (loss)	(80,718)		59		(289)		666		(80,282)
Net change in unrealized appreciation (depreciation)	(29,960)		18,584		24,057		47,278		59,959
Transfers into Level 3 (1)	187,985		22,859		—		—		210,844
Transfers out of Level 3 (1)	(293,756)		(154,484)		—		—		(448,240)
Fair value, end of period	$	38,898,776	$	1,058,842	$	321,468	$	807,077	$	41,086,163
Net change in unrealized appreciation (depreciation) included in earnings related to financial instruments still held as of September 30, 2023 included in net change in unrealized appreciation (depreciation) on the Condensed Consolidated Statements of Operations	$	(70,835)	$	14,924	$	23,091	$	47,277	$	14,457

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

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)

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.

	September 30, 2024
					Range
	Fair Value		Valuation Technique	Unobservable Input	Low		High		Weighted Average (1)
Investments in first lien debt	$	50,813,287	Yield Analysis	Discount rate	4.62	%	18.65	%	9.15	%
	661,042		Market Quotations	Broker quoted price	73.64		100.75		99.00
	469,125		Asset Recoverability	Market Multiple	4.75x		11.25x		8.81x
	244,945		Market Approach	Performance Multiple	4.00x		10.70x		10.54x
	38,333		Transaction Price	N/A
	52,226,732
Investments in second lien debt	1,150,901		Yield Analysis	Discount Rate	7.98	%	18.20	%	10.65	%
Investments in unsecured debt	28,408		Yield Analysis	Discount Rate	12.77%		13.95%		13.61%
Investments in structured finance obligations - debt instruments	511,250		Market quotations	Broker quoted price	92.36		104.42		99.89
Investments in equity and other (2)	243,674		Market approach	Performance Multiple	6.55x		31.50x		20.35x
	29,397		Option Pricing Model	Expected Volatility	32.00	%	56.00	%	39.05	%
	69,240		Market quotations	Broker quoted price	2.13		92.50		85.74
	475,950		Yield Analysis	Discount Rate	8.74	%	19.27	%	13.08	%
	276,482		Asset Recoverability	N/A	100.00	%	100.00	%	100.00	%
	1,094,743
Total	$	55,012,034

(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.

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)

	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. Significant increases in discount rates would result in a significantly lower fair value measurement. 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. The significant unobservable input used under the asset recoverability approach is the market multiple. Significant decreases in quoted prices, Performance Multiples, or market multiples would result in a significantly lower fair value measurement. The significant input used in the option pricing model is expected volatility. Significant increases or decreases in expected volatility could result in a significantly higher or significantly lower fair market value measurement, respectively.

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)

Financial Instruments Not Carried at Fair Value

Debt

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

	September 30, 2024		December 31, 2023
	Fair Value		Fair Value
Bard Peak Funding Facility	$	1,226,089	$	242,243
Castle Peak Funding Facility	1,179,916		1,121,681
Summit Peak Funding Facility	1,365,655		286,046
Denali Peak Funding Facility	562,800		562,800
Bushnell Peak Funding Facility	300,300		465,300
Granite Peak Funding Facility	493,554		563,600
Middle Peak Funding Facility	750,000		600,950
Bison Peak Funding Facility	557,200		703,200
Blanca Peak Funding Facility	1,375,090		1,375,090
Windom Peak Funding Facility	974,695		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	230,211		360,531
Revolving Credit Facility	2,642,839		1,131,025
June 2024 Notes	—		427,693
June 2026 Notes	383,040		379,251
May 2027 Notes	627,500		618,319
October 2027 Notes	362,145		368,331
September 2024 Notes	—		354,580
December 2026 Notes	1,182,375		1,137,187
November 2026 Eurobonds	532,197		501,901
November 2024 Notes	497,600		485,177
March 2027 Notes	953,200		921,525
January 2025 Notes	496,250		483,120
January 2029 Notes	619,125		597,773
March 2025 Notes	897,840		885,149
April 2026 UK Bonds	328,890		306,018
September 2025 Notes	815,280		814,554
November 2028 Notes	532,350		520,940
January 2031 Notes	513,550		—
July 2029 Notes	509,400		—
September 2027 Notes	397,160		—
April 2030 Notes	394,200		—
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	300,483		300,273
2023-1 Notes	307,588		304,970
2024-1 Notes	244,195		—
Short-Term Borrowings	—		28,546
Total	$	26,536,517	$	23,061,312

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

	September 30, 2024		December 31, 2023
Level 1	$	—	$	—
Level 2	—		—
Level 3	26,536,517		23,061,312
Total debt	$	26,536,517	$	23,061,312

Other Assets and Liabilities

As of September 30, 2024 and December 31, 2023, the carrying amounts of the Company’s other 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 September 30, 2024 and December 31, 2023:

	September 30, 2024
	Level 1		Level 2		Level 3		Total Fair Value		Notional
Derivative Assets
Foreign currency forward contract	$	—	$	10	$	—	$	10	$	11,737
Interest rate swaps	—		55,237		—		55,237		2,650,000
Total Derivative assets at fair value	$	—	$	55,247	$	—	$	55,247	$	2,661,737
Cash collateral received							$	—
Derivative Liabilities
Foreign currency forward contract	$	—	$	(4,478)	$	—	$	(4,478)	$	656,635
Interest rate swaps	—		(64,802)		—		(64,802)		4,909,238
Total Derivative liabilities at fair value	$	—	$	(69,280)	$	—	$	(69,280)	$	5,565,873
Cash collateral posted							$	150,669

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)

	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 nine month periods ended September 30, 2024 and September 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 September 30,				For the Nine Months Ended September 30,
	2024		2023		2024		2023
Unrealized appreciation (depreciation)
Foreign currency forward contract	$	(8,485)	$	7,661	$	9,438	$	(7,305)
Net change in unrealized appreciation (depreciation)	$	(8,485)	$	7,661	$	9,438	$	(7,305)
Realized gain (loss)
Foreign currency forward contract	$	(14,196)	$	2,704	$	(14,578)	$	5,010
Net realized gain (loss)	$	(14,196)	$	2,704	$	(14,578)	$	5,010

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)

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 nine month periods ended September 30, 2024 and September 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 September 30,				For the Nine Months Ended September 30,
	2024		2023		2024		2023
Interest rate swaps	$	152,881	$	2,953	$	128,572	$	(21,013)
Hedged items	(150,919)		(2,662)		(127,602)		20,574

The table below presents the carrying value of unsecured borrowings as of September 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:

	September 30, 2024				December 31, 2023
Description	Carrying Value		Cumulative Hedging Adjustments		Carrying Value		Cumulative Hedging Adjustments
Unsecured notes	$	7,476,691	$	(8,730)	$	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 September 30, 2024 and December 31, 2023, the Company’s asset coverage was 236.7% and 221.9%, respectively.

SPV Financing Facilities

The following wholly-owned subsidiaries of the Company have entered into secured financing facilities as of September 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, Bear Peak Funding and Phoenix 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.

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)

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 September 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 14, 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 October 7, 2024, the applicable margin on all outstanding advances is 2.15% per annum. From October 8, 2024 until May 15, 2027, the applicable margin on all outstanding advances is 2.00% per annum. From and after May 15, 2027, the applicable margin on all outstanding advances will be 2.50% 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.

On October 8, 2024, the Bard Peak Funding Facility was amended. For further detail on the amendment, see “Note 12. Subsequent Events.”

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.

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)

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 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 1.85% to 2.35% per annum depending on the nature of the advances being requested. Effective September 25, 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 1.60% to 2.50% 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. Prior to September 25, 2024, Castle Peak Funding paid 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. Effective September 25, 2024, Castle Peak Funding pays a commitment fee of 1.90% per annum if the unused facility amount is greater than 35%, 0.90% per annum if the unused facility amount is less than or equal to 35% and greater than 15%, 0.25% per annum if the unused facility amount is less than or equal to 15% and greater than 5%, and 0.0% per annum if the unused facility amount is less than or equal to 5%, in each case 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.

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)

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.

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, prior to September 26, 2024, a spread adjustment of 0.15% per annum), plus the applicable margin of 1.95% per annum. After September 30, 2026, 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, prior to September 26, 2024, Denali Peak Funding paid an unused commitment fee of 0.25% per annum on the unused facility amount in excess of such minimum utilization amount. Effective December 26, 2024, 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, plus, from and after March 26, 2025, an additional unused commitment fee of 0.25% on the unused facility amount in excess of such minimum utilization percentage if advances outstanding are below the minimum utilization percentage. 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, 2026, and the Denali Peak Funding Facility will mature and all amounts outstanding under the facility must be repaid by October 2, 2028.

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.

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)

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.

As of September 30, 2024, 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. From October 3, 2024, advances under the Granite Peak Funding Facility bear interest at a per annum rate equal to three-month SOFR, plus an applicable margin of 2.05% per annum. From July 3, 2025, 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.

As of September 30, 2024, 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. As amended on October 3, 2024, the period during which Granite Peak Funding may make borrowings under the Granite Peak Funding Facility expires on October 5, 2026, and the Granite Peak Funding Facility will mature and all amounts under the facility must be repaid by April 5, 2028.

On October 3, 2024, the Granite Peak Funding Facility was amended. For further detail on the amendment, see “Note 12. Subsequent Events.”

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 Morgan Stanley Bank, N.A. (“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 June 26, 2023 until October 22, 2024, 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. From October 23, 2024, 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 an applicable margin of 1.97% per annum, which will increase to 2.07% per annum effective on December 28, 2026. 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.

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)

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.

On October 23, 2024, the Middle Peak Funding Facility was amended. For further detail on the amendment, see “Note 12. Subsequent Events.”

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.

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 25, 2024 until June 7, 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.

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.

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)

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.

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. 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, prior to August 29, 2024, 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, and from and after August 29, 2024 is 1.95% per annum for all advances).

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 August 27, 2026, and the Windom Peak Funding Facility matures and all amounts outstanding under the facility must be repaid by August 29, 2029.

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.

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)

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.

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.

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)

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.

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.

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)

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 committed principal amount as of September 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.

Phoenix Peak Funding Facility

On September 25, 2024, BCRED Phoenix Peak Funding LLC (“Phoenix Peak Funding”) entered into a secured credit facility (the “Phoenix Peak Funding Facility”) with HSBC Bank Plc (“HSBC Plc”). Trimont Europe Limited serves as agent and security agent under the Phoenix Peak Funding Facility and Trimont Europe Limited is also appointed as servicer pursuant to a separate servicing agreement.

Advances under the Phoenix 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 1.75% per annum. Effective October 25, 2024 through December 2, 2024, Phoenix Peak Funding will pay a commitment fee of 0.78% per annum of the unused Term Facility A amount. Phoenix Peak Funding also paid HSBC Plc an arranger fee, in addition to certain other fees, each as agreed between Phoenix Peak Funding and HSBC Plc.

The committed principal amount as of September 30, 2024 is €142.8 million (Term Facility A) and £39.8 million (Term Facility B). Proceeds from borrowings under the Phoenix Peak Funding Facility must be used to finance or refinance advances under a facility agreement financing a portfolio of European real estate assets (the “Asset Level Facility”) where Phoenix Peak Funding is a lender.

The period during which Phoenix Peak Funding may make borrowings under the Phoenix Peak Funding Facility expires on December 2, 2024 and the Phoenix Peak Funding Facility will mature and all amounts outstanding under the facility must be repaid five business days following the termination date under the Asset Level Facility, which expires on October 4, 2028 with an option to extend to October 4, 2029.

Revolving Credit Facility

On May 18, 2021, the Company, entered into a senior secured credit facility (which was most recently amended and restated on August 6, 2024, and as further amended from time to time, the “Revolving Credit Facility”) with Citi. Citi serves as administrative agent and collateral agent.

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 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 September 30, 2024, a portion of the Revolving Credit Facility consists of funded term loans in the aggregate principal amount of $395.0 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 September 30, 2024, the period during which the Company may make borrowings on the Revolving Credit Facility expires on August 12, 2028 (other than with respect to the foreign currency commitments of certain lenders in the amount of (x) $50.0 million, which expire on May 6, 2026 and (y) $90.0 million, which expire on June 9, 2027), and the Revolving Credit Facility will mature and all amounts outstanding under the credit facility must be repaid by August 12, 2029 (other than with respect to (x) the foreign currency commitments of certain lenders in the amount of $50.0 million, which mature on May 6, 2027 and (y) the foreign currency commitments of certain lenders in the amount of $90.0 million and term loans of certain lenders in the amount of $10.0 million, which mature on June 9, 2028), pursuant to an amortization schedule.

Borrowings under the Revolving Credit Facility with respect to foreign currency commitments of certain lenders in the amount of $140.0 million and term loans of certain lenders in the amount of $10.0 million 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%. All other 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 1.0% per annum) 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 (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 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%. The Company pays an unused fee of 0.325% per annum on the daily unused amount of the revolver commitments (other than with respect to the foreign currency commitments of certain lenders in the amount of $140.0 million, for which the Company pays an unused fee of 0.375%). 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 September 30, 2024 and December 31, 2023, the Company was in compliance with all covenants and other requirements of the Revolving Credit Facility.

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)

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 September 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.

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)

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 September 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”).

The September 2024 Notes matured on September 15, 2024, and were paid off consistent with the terms of the September 2024 Notes Indenture

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)

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. The interest rate swap designated in the qualifying hedge accounting of the September 2024 Notes matured on September 15, 2024.

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.

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.

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)

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.

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.

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)

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.

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

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)

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.

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.

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)

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.

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.

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)

September 2027 Notes

On September 26, 2024, the Company issued $400.0 million aggregate principal amount of 4.950% notes due in 2027 (the “September 2027 Notes”) pursuant to a supplemental indenture, dated as of September 26, 2024 (and together with the Base Indenture, the “September 2027 Notes Indenture”), to the Base Indenture between the Company and the Trustee.

The September 2027 Notes will mature on September 26, 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 September 2027 Notes Indenture. The September 2027 Notes bear interest at a rate of 4.950% per year payable semi-annually on March 26 and September 26 of each year, commencing on March 26, 2025. The September 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 September 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.

In connection with the September 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 September 2027 Notes in a qualifying hedge accounting relationship.

April 2030 Notes

On September 26, 2024, the Company issued $400.0 million aggregate principal amount of 5.250% notes due in 2030 (the “April 2030 Notes”) pursuant to a supplemental indenture, dated as of September 26, 2024 (and together with the Base Indenture, the “April 2030 Notes Indenture”), to the Base Indenture between the Company and the Trustee.

The April 2030 Notes will mature on April 1, 2030 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 2030 Notes Indenture. The April 2030 Notes bear interest at a rate of 5.250% per year payable semi-annually on April 1 and October 1 of each year, commencing on April 1, 2025. The April 2030 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 April 2030 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 April 2030 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 April 2030 Notes in a qualifying hedge accounting relationship.

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)

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:

		September 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.

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.

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)

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:

		September 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.

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.

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)

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:

		September 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.

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)

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:

		September 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.

The 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.

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)

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:

		September 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.

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)

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:

		September 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.

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)

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:

		September 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.

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)

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:

		September 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.

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)

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 September 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.

154

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:

	September 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	$	1,226,089	$	1,226,089	$	—	$	423,911	$	303,697
Castle Peak Funding Facility (3)	1,600,000		1,179,916		1,179,916		—		420,084		419,187
Summit Peak Funding Facility (3)	1,375,000		1,365,655		1,365,655		—		9,345		9,345
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		299,700
Granite Peak Funding Facility	493,554		493,554		493,554		—		—		—
Middle Peak Funding Facility	1,000,000		750,000		750,000		—		250,000		250,000
Bison Peak Funding Facility	1,500,000		557,200		557,200		—		942,800		803,406
Blanca Peak Funding Facility	1,500,000		1,375,090		1,375,090		—		124,910		103,424
Windom Peak Funding Facility (3)	2,150,000		974,695		974,695		—		1,175,305		1,174,940
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)	556,575		230,211		230,211		—		326,364		155,751
Phoenix Peak Funding Facility	212,158		—		—		—		212,158		212,158
Revolving Credit Facility (4)	5,500,000		2,642,839		2,642,839		—		2,857,161		2,850,509
June 2026 Notes	400,000		400,000		398,764		1,236		—		—
May 2027 Notes (5)	625,000		625,000		614,845		1,433		—		—
October 2027 Notes (5)	350,000		350,000		349,723		4,174		—		—
December 2026 Notes (5)	1,250,000		1,250,000		1,211,672		10,632		—		—
November 2026 Eurobonds	556,575		556,575		553,197		3,378		—		—
November 2024 Notes (5)	500,000		500,000		497,455		232		—		—
March 2027 Notes	1,000,000		1,000,000		993,348		6,652		—		—
January 2025 Notes (5)	500,000		500,000		495,675		490		—		—
January 2029 Notes	650,000		650,000		642,358		7,642		—		—
March 2025 Notes (5)	900,000		900,000		889,932		1,397		—		—
April 2026 UK Bonds (5)	334,238		334,238		323,503		1,350		—		—
September 2025 Notes (5)	800,000		800,000		797,465		4,257		—		—
November 2028 Notes (5)	500,000		500,000		506,234		9,836		—		—
January 2031 Notes (5)	500,000		500,000		500,005		13,202		—		—
July 2029 Notes (5)	500,000		500,000		509,185		10,936		—		—
September 2027 Notes (5)	400,000		400,000		392,027		6,509		—		—
April 2030 Notes (5)	400,000		400,000		388,970		9,368		—		—
2021-1 BSL Notes	663,000		663,000		662,148		852		—		—
2021-2 Notes	505,800		505,800		504,483		1,317		—		—
MML 2021-1 Debt	690,000		690,000		686,385		3,615		—		—
MML 2022-1 Debt	759,000		759,000		754,353		4,647		—		—
2022-1 BSL Debt	420,000		420,000		418,630		1,370		—		—
MML 2022-2 Debt	300,500		300,500		298,221		2,279		—		—
2023-1 Notes	305,000		305,000		303,165		1,835		—		—
2024-1 Notes	244,000		244,000		242,299		1,701		—		—
Total	$	34,540,400	$	26,657,462	$	26,538,391	$	110,340	$	7,882,938	$	7,423,317

155

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 September 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 September 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 September 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 September 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 September 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 September 30, 2024, the Company had non-USD borrowings denominated in the following currencies:

•Canadian Dollars (CAD) 197.0 million

•Euros (EUR) 563.0 million

•British Pounds (GBP) 1,056.3 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.

156

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

157

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 September 30, 2024 and December 31, 2023, $338.0 million and $311.2 million, respectively, of interest expense and $12.0 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 nine months ended September 30, 2024, the weighted average interest rate on all borrowings outstanding (including unused fees, accretion of net discounts on unsecured debt, and the impact of the application of hedge accounting) was 7.12% and 7.20%, respectively. For the three and nine months ended September 30, 2023, the weighted average interest rate on all borrowings outstanding (including unused fees, accretion of net discounts on unsecured debt, and the impact of the application of hedge accounting) was 7.12% and 6.71%, respectively.

For the three and nine months ended September 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 7.24% and 7.37%, respectively, including nil 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 nine months ended September 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 7.27% and 6.84%, respectively.

For the three and nine months ended September 30, 2024, the average principal debt outstanding was $24,471.8 million and $24,060.8 million, respectively. For the three and nine months ended September 30, 2023, and the average principal debt outstanding was $23,929.5 million and $25,427.9 million, respectively.

158

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 September 30,
	2024		2023
Borrowing interest expense	$	422,608	$	412,127
Facility unused fees	15,956		17,039
Amortization of deferred financing costs	7,934		8,015
Amortization of original issue discount and debt issuance costs	8,268		7,345
Gain (loss) from interest rate swaps accounted for as hedges and the related hedged items:
Interest rate swaps	(152,881)		(2,953)
Hedged items	150,919		2,662
Total interest expense	$	452,804	$	444,235
Cash paid for interest expense	$	519,050	$	466,808

    

	Nine Months Ended September 30,
	2024		2023
Borrowing interest expense	$	1,242,170	$	1,233,921
Facility unused fees	54,039		40,905
Amortization of deferred financing costs	29,581		23,205
Amortization of original issue discount and debt issuance costs	24,199		20,587
Gain (loss) from interest rate swaps accounted for as hedges and the related hedged items:
Interest rate swaps	(128,572)		21,013
Hedged items	127,602		(20,574)
Total interest expense	$	1,349,019	$	1,319,057
Cash paid for interest expense	$	1,513,206	$	1,429,853

Note 8. Commitments and Contingencies

The Company’s investment portfolio contains 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 September 30, 2024 and December 31, 2023, the Company had unfunded commitments, including delayed draw term loans and revolvers, with an aggregate amount of $9,565.0 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 September 30, 2024 and December 31, 2023, the Company estimates that $750.7 million and $399.5 million, respectively, of investments were committed but not yet funded.

As of September 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 September 30, 2024 and December 31, 2023, management is not aware of any material pending legal proceedings.

159

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 September 30, 2024:

	For the three months ended September 30, 2024
	Shares	Amount
CLASS I
Subscriptions	71,124,097	$	1,817,606
Share transfers between classes	1,210,658	30,939
Distributions reinvested	11,161,520	285,248
Share repurchases	(17,133,445)	(436,903)
Early repurchase deduction	—	476
Net increase (decrease)	66,362,830	$	1,697,366
CLASS S
Subscriptions	28,690,983	$	733,227
Share transfers between classes	(1,212,141)	(30,977)
Distributions reinvested	5,409,356	138,243
Share repurchases	(4,234,322)	(107,977)
Early repurchase deduction	—	234
Net increase (decrease)	28,653,876	$	732,750
CLASS D
Subscriptions	1,438,639	$	36,765
Share transfers between classes	1,483	38
Distributions reinvested	95,041	2,429
Share repurchases	(157,352)	(4,013)
Early repurchase deduction	—	11
Net increase (decrease)	1,377,811	$	35,230
Total net increase (decrease)	96,394,517	$	2,465,346

160

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 nine months ended September 30, 2024:

	For the nine months ended September 30, 2024
	Shares	Amount
CLASS I
Subscriptions	220,310,468	$	5,618,350
Share transfers between classes	3,956,845	101,404
Distributions reinvested	30,888,335	787,774
Share repurchases	(48,033,808)	(1,225,970)
Early repurchase deduction	—	947
Net increase (decrease)	207,121,840	$	5,282,505
CLASS S
Subscriptions	94,238,847	$	2,402,991
Share transfers between classes	(3,993,771)	(102,323)
Distributions reinvested	14,915,967	380,424
Share repurchases	(12,645,990)	(322,819)
Early repurchase deduction	—	468
Net increase (decrease)	92,515,053	$	2,358,741
CLASS D
Subscriptions	6,215,313	$	158,603
Share transfers between classes	36,926	919
Distributions reinvested	236,447	6,032
Share repurchases	(664,268)	(16,963)
Early repurchase deduction	—	22
Net increase (decrease)	5,824,418	$	148,613
Total net increase (decrease)	305,461,311	$	7,789,859

161

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 September 30, 2023:

	For the three months ended September 30, 2023
	Shares	Amount
CLASS I
Subscriptions	52,915,604	$	1,320,655
Share transfers between classes	706,080	17,624
Distributions reinvested	8,098,617	202,132
Share repurchases	(16,240,256)	(409,742)
Early repurchase deduction	—	29
Net increase (decrease)	45,480,045	$	1,130,698
CLASS S
Subscriptions	28,376,209	$	708,441
Share transfers between classes	(523,520)	(13,077)
Distributions reinvested	3,591,471	89,644
Share repurchases	(3,268,530)	(82,465)
Early repurchase deduction	—	17
Net increase (decrease)	28,175,630	$	702,560
CLASS D
Subscriptions	5,767,486	$	143,591
Share transfers between classes	(182,545)	(4,547)
Distributions reinvested	35,658	891
Share repurchases	—	—
Early repurchase deduction	—	—
Net increase (decrease)	5,620,599	$	139,935
Total net increase (decrease)	79,276,274	$	1,973,193

162

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 nine months ended September 30, 2023:

	For the nine months ended September 30, 2023
	Shares	Amount
CLASS I
Subscriptions	111,912,417	$	2,782,476
Share transfers between classes	46,287,982	1,149,483
Distributions reinvested	22,457,227	557,869
Share repurchases	(89,584,561)	(2,230,353)
Early repurchase deduction	—	107
Net increase (decrease)	91,073,065	$	2,259,582
CLASS S
Subscriptions	64,410,351	$	1,601,265
Share transfers between classes	(2,229,790)	(55,217)
Distributions reinvested	9,886,169	245,606
Share repurchases	(13,878,075)	(345,740)
Early repurchase deduction	—	186
Net increase (decrease)	58,188,655	$	1,446,100
CLASS D
Subscriptions	8,690,107	$	215,875
Share transfers between classes	(44,058,747)	(1,094,266)
Distributions reinvested	669,958	16,596
Share repurchases	(557,743)	(13,827)
Early repurchase deduction	—	11
Net increase (decrease)	(35,256,425)	$	(875,611)
Total net increase (decrease)	114,005,295	$	2,830,071

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 nine months ended September 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
July 31, 2024	25.57		25.57		25.57
August 31, 2024	25.53		25.53		25.53
September 30, 2024	25.50		25.50		25.50

163

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
July 31, 2023	24.98		24.98		24.98
August 31, 2023	25.04		25.04		25.04
September 30, 2023	25.23		25.23		25.23

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 nine months ended September 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
July 17, 2024	July 31, 2024	August 27, 2024	0.2200		198,554
August 20, 2024	August 31, 2024	September 27, 2024	0.2200		204,327
September 19, 2024	September 30, 2024	October 23, 2024	0.2200		210,943
			$	1.9800	$	1,700,840

			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
July 17, 2024	July 31, 2024	August 27, 2024	0.2019		90,392
August 20, 2024	August 31, 2024	September 27, 2024	0.2019		92,814
September 19, 2024	September 30, 2024	October 23, 2024	0.2019		95,008
			$	1.8174	$	778,887

164

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 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
July 17, 2024	July 31, 2024	August 27, 2024	0.2147		4,363
August 20, 2024	August 31, 2024	September 27, 2024	0.2147		4,479
September 19, 2024	September 30, 2024	October 23, 2024	0.2147		4,602
			$	1.9323	$	36,237

The following tables present distributions that were declared and payable during the nine months ended September 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
July 19, 2023	July 31, 2023	August 28, 2023	0.2100		138,028
August 17, 2023	August 31, 2023	September 27, 2023	0.2200		148,342
September 20, 2023	September 30, 2023	October 27, 2023	0.2200		153,681
			$	1.9100	$	1,247,456

			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
July 19, 2023	July 31, 2023	August 28, 2023	0.1924		62,065
August 17, 2023	August 31, 2023	September 27, 2023	0.2023		67,089
September 20, 2023	September 30, 2023	October 27, 2023	0.2023		69,591
			$	1.7518	$	546,252

165

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 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
July 19, 2023	July 31, 2023	August 28, 2023	0.2048		2,551
August 17, 2023	August 31, 2023	September 27, 2023	0.2148		2,635
September 20, 2023	September 30, 2023	October 27, 2023	0.2148		2,908
			$	1.8633	$	35,147

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.

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 September 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.

166

Blackstone Private Credit Fund

Notes to Condensed Consolidated Financial Statements

(Unaudited)

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

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 nine months ended September 30, 2024
	Class I				Class S				Class D
Source of Distribution	Per Share		Amount		Per Share		Amount		Per Share		Amount
Net investment income	$	1.9800	$	1,700,840	$	1.8174	$	778,887	$	1.9323	$	36,237
Net realized gains	—		—		—		—		—		—
Total	$	1.9800	$	1,700,840	$	1.8174	$	778,887	$	1.9323	$	36,237

	For the nine months ended September 30, 2023
	Class I				Class S				Class D
Source of Distribution	Per Share		Amount		Per Share		Amount		Per Share		Amount
Net investment income	$	1.9100	$	1,247,456	$	1.7518	$	546,252	$	1.8633	$	35,147
Net realized gains	—		—		—		—		—		—
Total	$	1.9100	$	1,247,456	$	1.7518	$	546,252	$	1.8633	$	35,147

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.

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.

167

Blackstone Private Credit Fund

Notes to Condensed Consolidated Financial Statements

(Unaudited)

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

Share Repurchases

During the three months ended September 30, 2024 and 2023, approximately 21,525,119 and 19,508,786 Common Shares were repurchased, respectively. During the nine months ended September 30, 2024 and 2023, approximately 61,344,066 and 104,020,379 Common Shares were repurchased, respectively.

The following table presents the repurchases of Common Shares pursuant to the Company’s share repurchase plan during the nine months ended September 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) (2)		Maximum number of shares that may yet be purchased under the repurchase plan (3)
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	—
August 30, 2024	21,482,182	1.6	%	$	25.50	September 30, 2024	$	547,076	—

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

(2)Amounts shown net of Early Repurchase Deduction.

(3)All repurchase requests were satisfied in full.

Additionally, the Company repurchased 42,937 Common Shares at a price per share of $25.53 (which represented the net asset value per share as of August 31, 2024), for a total amount repurchased of $1.1 million during the three months ended September 30, 2024.

The following table presents the share repurchases pursuant to the Company’s share repurchase plan during the nine months ended September 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) (2)		Maximum number of shares that may yet be purchased under the repurchase plan (3)
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	—
August 31, 2023	19,508,786	2.0	%	$	25.23	September 30, 2023	$	492,161	—

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

(2)Amounts shown net of Early Repurchase Deduction.

(3)All repurchase requests were satisfied in full.

168

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 nine months ended September 30, 2024:

	For the nine months ended September 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	2.14			1.98			2.09
Net change in unrealized and realized gain (loss)	(0.05)			(0.05)			(0.05)
Net increase (decrease) in net assets resulting from operations	2.09			1.93			2.04
Distributions from net investment income (2)	(1.98)			(1.82)			(1.93)
Distributions from net realized gains (2)	—			—			—
Net increase (decrease) in net assets from shareholders’ distributions	(1.98)			(1.82)			(1.93)
Early repurchase deduction fees (3)	0.00			0.00			0.00
Total increase (decrease) in net assets	0.11			0.11			0.11
Net asset value, end of period	$	25.50		$	25.50		$	25.50
Shares outstanding, end of period	941,701,780			466,379,311			21,277,090
Total return based on NAV (4)	8.5		%	7.8		%	8.3		%
Ratios:
Ratio of net expenses to average net assets (5)	8.4		%	9.3		%	8.6		%
Ratio of net investment income to average net assets (5)	11.2		%	10.3		%	10.9		%
Portfolio turnover rate	10.4		%	10.4		%	10.4		%
Supplemental Data:
Net assets, end of period	$	24,012,040		$	11,892,013		$	542,540
Asset coverage ratio	236.7		%	236.7		%	236.7		%

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

(4)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.

(5)For the nine months ended September 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 nine months ended September 30, 2024, the ratio of total operating expenses to average net assets was 8.4%, 9.3%, and 8.6% 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.

169

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 nine months ended September 30, 2023:

	For the nine months ended September 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	2.31			2.15			2.26
Net change in unrealized and realized gain (loss) (5)	0.24			0.24			0.24
Net increase (decrease) in net assets resulting from operations	2.55			2.39			2.50
Distributions from net investment income (2)	(1.91)			(1.75)			(1.86)
Distributions from net realized gains (2)	—			—			—
Net increase (decrease) in net assets from shareholders' distributions	(1.91)			(1.75)			(1.86)
Early repurchase deduction fees (3)	0.00			0.00			0.00
Total increase (decrease) in net assets	0.64			0.64			0.64
Net asset value, end of period	$	25.23		$	25.23		$	25.23
Shares outstanding, end of period	682,310,681			340,729,696			13,539,500
Total return based on NAV (4)	10.7		%	10.0		%	10.5		%
Ratios:
Ratio of net expenses to average net assets (5)	10.5		%	11.3		%	10.8		%
Ratio of net investment income to average net assets (5)	12.4		%	11.5		%	12.1		%
Portfolio turnover rate	7.7		%	7.7		%	7.7		%
Supplemental Data:
Net assets, end of period	$	17,212,365		$	8,595,719		$	341,579
Asset coverage ratio	211.9		%	211.9		%	211.9		%

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

(4)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.

(5)For the nine months ended September 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 nine months ended September 30, 2023, the ratio of total operating expenses to average net assets was 10.5%, 11.3% and 10.8%, 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.

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
September 30, 2024	$	1,226,089	$	2,367	—	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
September 30, 2024	1,179,916		2,367		—	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

170

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
September 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
September 30, 2024	1,365,655		2,367		—	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
September 30, 2024	562,800		2,367		—	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
September 30, 2024	300,300		2,367		—	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
September 30, 2024	493,554		2,367		—	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
September 30, 2024	750,000		2,367		—	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
September 30, 2024	557,200		2,367		—	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
September 30, 2024	1,375,090		2,367		—	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

171

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
September 30, 2024	$	974,695	$	2,367	—	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
September 30, 2024	700,000		2,367		—	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
September 30, 2024	—		—		—	N/A
December 31, 2023	130,000		2,219		—	N/A
December 31, 2022	223,000		1,845		—	N/A
December 31, 2021	—		—		—	N/A
2022-1 BSL WH
September 30, 2024	—		—		—	N/A
December 31, 2023	—		—		—	N/A
December 31, 2022	148,000		1,845		—	N/A
December 31, 2021	—		—		—	N/A
Naomi Peak Funding Facility
September 30, 2024	—		—		—	N/A
December 31, 2023	385,000		2,219		—	N/A
December 31, 2022	400,000		1,845		—	N/A
December 31, 2021	—		—		—	N/A
Meridian Peak Funding Facility
September 30, 2024	246,000		2,367		—	N/A
December 31, 2023	246,000		2,219		—	N/A
December 31, 2022	170,000		1,845		—	N/A
December 31, 2021	—		—		—	N/A
Haydon Peak Funding Facility
September 30, 2024	—		—		—	N/A
December 31, 2023	49,000		2,219		—	N/A
December 31, 2022	49,000		1,845		—	N/A
December 31, 2021	—		—		—	N/A
Bear Peak Funding Facility
September 30, 2024	230,211		2,367		—	N/A
December 31, 2023	360,531		2,219		—	N/A
December 31, 2022	166,031		1,845		—	N/A
December 31, 2021	—		—		—	N/A

172

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)
Phoenix Peak Funding Facility
September 30, 2024	$	—	$	—	—	N/A
December 31, 2023	—		—		—	N/A
December 31, 2022	—		—		—	N/A
December 31, 2021	—		—		—	N/A
Revolving Credit Facility
September 30, 2024	2,642,839		2,367		—	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
September 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
June 2026 Notes
September 30, 2024	400,000		2,367		—	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
September 30, 2024	625,000		2,367		—	N/A
December 31, 2023	625,000		2,219		—	N/A
December 31, 2022	625,000		1,845		—	N/A
December 31, 2021	—		—		—	N/A
October 2027 Notes
September 30, 2024	350,000		2,367		—	N/A
December 31, 2023	350,000		2,219		—	N/A
December 31, 2022	350,000		1,845		—	N/A
December 31, 2021	—		—		—	N/A
September 2024 Notes
September 30, 2024	—		—		—	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
September 30, 2024	1,250,000		2,367		—	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

173

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)
November 2026 Eurobonds
September 30, 2024	$	556,575	$	2,367	—	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
September 30, 2024	500,000		2,367		—	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
September 30, 2024	1,000,000		2,367		—	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
September 30, 2024	500,000		2,367		—	N/A
December 31, 2023	500,000		2,219		—	N/A
December 31, 2022	500,000		1,845		—	N/A
December 31, 2021	—		—		—	N/A
January 2029 Notes
September 30, 2024	650,000		2,367		—	N/A
December 31, 2023	650,000		2,219		—	N/A
December 31, 2022	650,000		1,845		—	N/A
December 31, 2021	—		—		—	N/A
March 2025 Notes
September 30, 2024	900,000		2,367		—	N/A
December 31, 2023	900,000		2,219		—	N/A
December 31, 2022	900,000		1,845		—	N/A
December 31, 2021	—		—		—	N/A
April 2026 UK Bonds
September 30, 2024	334,238		2,367		—	N/A
December 31, 2023	318,663		2,219		—	N/A
December 31, 2022	301,725		1,845		—	N/A
December 31, 2021	—		—		—	N/A
September 2025 Notes
September 30, 2024	800,000		2,367		—	N/A
December 31, 2023	800,000		2,219		—	N/A
December 31, 2022	800,000		1,845		—	N/A
December 31, 2021	—		—		—	N/A

174

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)
November 2028 Notes
September 30, 2024	$	500,000	$	2,367	—	N/A
December 31, 2023	500,000		2,219		—	N/A
December 31, 2022	—		—		—	N/A
December 31, 2021	—		—		—	N/A
January 2031 Notes
September 30, 2024	500,000		2,367		—	N/A
December 31, 2023	—		—		—	N/A
December 31, 2022	—		—		—	N/A
December 31, 2021	—		—		—	N/A
July 2029 Notes
September 30, 2024	500,000		2,367		—	N/A
December 31, 2023	—		—		—	N/A
December 31, 2022	—		—		—	N/A
December 31, 2021	—		—		—	N/A
September 2027 Notes
September 30, 2024	400,000		2,367		—	N/A
December 31, 2023	—		—		—	N/A
December 31, 2022	—		—		—	N/A
December 31, 2021	—		—		—	N/A
April 2030 Notes
September 30, 2024	400,000		2,367		—	N/A
December 31, 2023	—		—		—	N/A
December 31, 2022	—		—		—	N/A
December 31, 2021	—		—		—	N/A
2021-1 BSL Notes
September 30, 2024	663,000		2,367		—	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
September 30, 2024	505,800		2,367		—	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
September 30, 2024	690,000		2,367		—	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

175

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)
MML 2022-1 Debt
September 30, 2024	$	759,000	$	2,367	—	N/A
December 31, 2023	759,000		2,219		—	N/A
December 31, 2022	759,000		1,845		—	N/A
December 31, 2021	—		—		—	N/A
2022-1 BSL Debt
September 30, 2024	420,000		2,367		—	N/A
December 31, 2023	420,000		2,219		—	N/A
December 31, 2022	420,000		1,845		—	N/A
December 31, 2021	—		—		—	N/A
MML 2022-2 Debt
September 30, 2024	300,500		2,367		—	N/A
December 31, 2023	300,500		2,219		—	N/A
December 31, 2022	300,500		1,845		—	N/A
December 31, 2021	—		—		—	N/A
2023-1 Notes
September 30, 2024	305,000		2,367		—	N/A
December 31, 2023	305,000		2,219		—	N/A
December 31, 2022	—		—		—	N/A
December 31, 2021	—		—		—	N/A
2024-1 Notes
September 30, 2024	244,000		2,367		—	N/A
December 31, 2023	—		—		—	N/A
December 31, 2022	—		—		—	N/A
December 31, 2021	—		—		—	N/A
Short-Term Borrowings
September 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 September 30, 2024 and December 31, 2023, the aggregate principal amount of indebtedness outstanding was $26.7 billion and $23.4 billion, respectively.

176

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 September 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 September 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 September 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.

From time to time, the Company may purchase investments from, or sell investments to, the Emerald JV. Any such purchases and sales require the approval of the Emerald JV’s General Partner, which is jointly controlled by the Company and the Emerald JV Partner. For the three and nine months ended September 30, 2024, the Company purchased loans from Emerald JV with a par value of $93.9 million and $402.3 million, respectively, for a total cash purchase price based on then-current fair value (at the time of purchase) of $93.9 million and $406.9 million, 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.

177

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 September 30, 2024 and December 31, 2023.

178

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

BCRED Emerald JV LP Condensed Consolidated Schedule of Investments September 30, 2024 (in thousands) (Unaudited)
Investments (1)(19)	Footnotes	Reference Rate and Spread (2)		Interest Rate (2)(15)	Acquisition Date	Maturity Date	Par Amount/Units (1)		Cost (3)		Fair Value		% of Net Assets
First Lien Debt
Aerospace & Defense
Atlas CC Acquisition Corp.	(10)	SOFR +	4.25%	9.57%	1/19/2022	5/25/2028	$	9,743	$	9,488	$	7,573	0.32	%
Peraton Corp.	(10)	SOFR +	3.75%	8.70%	8/4/2022	2/1/2028	20,291		20,246		19,570		0.82
Vertex Aerospace Services Corp.	(10)	SOFR +	2.75%	7.60%	1/19/2022	12/6/2030	2,926		2,936		2,927		0.12
									32,670		30,070		1.26
Air Freight & Logistics
AGI-CFI Holdings, Inc.	(4)(10)	SOFR +	5.75%	11.26%	1/19/2022	6/11/2027	24,054		23,934		23,512		0.98
Clue Opco, LLC	(10)	SOFR +	4.50%	9.75%	12/19/2023	12/19/2030	3,226		3,161		3,209		0.13
Mode Purchaser, Inc.	(4)(11)	SOFR +	6.25%	11.50%	1/19/2022	12/9/2026	31,256		31,256		31,100		1.30
RWL Holdings, LLC	(4)(10)	SOFR +	5.75%	10.50%	1/19/2022	12/31/2028	26,437		26,113		24,388		1.02
SEKO Global Logistics Network, LLC	(4)(11)(17)	SOFR +	8.00%	12.95%	9/26/2022	12/30/2026	35,137		34,746		24,596		1.03
SEKO Global Logistics Network, LLC	(4)(7)(11)	SOFR +	8.00%	12.95%	7/1/2024	12/30/2026	527		527		527		0.02
Wwex Uni Topco Holdings, LLC	(10)	SOFR +	4.00%	8.87%	4/22/2024	7/26/2028	4,780		4,748		4,808		0.20
									124,485		112,140		4.68
Airlines
American Airlines, Inc.	(10)	SOFR +	4.75%	10.29%	1/19/2022	4/20/2028	2,861		2,923		2,946		0.12
KKR Apple Bidco, LLC	(9)	SOFR +	2.75%	7.71%	6/7/2022	9/23/2028	5,850		5,735		5,848		0.24
									8,658		8,794		0.36
Beverages
Triton Water Holdings, Inc.	(9)	SOFR +	3.25%	8.12%	1/19/2022	3/31/2028	14,733		14,703		14,724		0.62
Building Products
Cornerstone Building Brands, Inc.	(9)	SOFR +	3.25%	8.45%	1/19/2022	4/12/2028	1,458		1,442		1,431		0.06
Fencing Supply Group Acquisition, LLC	(4)(11)	SOFR +	6.00%	10.95%	1/19/2022	2/26/2027	19,300		19,254		19,010		0.79
Kodiak BP, LLC	(10)	SOFR +	3.25%	8.21%	1/19/2022	3/12/2028	4,860		4,824		4,866		0.20
LBM Acquisition, LLC	(10)	SOFR +	3.75%	8.97%	6/6/2024	5/31/2031	3,900		3,862		3,830		0.16
Lindstrom, LLC	(4)(11)	SOFR +	6.25%	11.55%	1/19/2022	5/1/2026	27,344		27,344		27,070		1.13
Tamko Building Products, LLC	(8)	SOFR +	3.25%	8.17%	9/20/2023	9/20/2030	2,932		2,932		2,943		0.12
The Chamberlain Group, Inc.	(9)	SOFR +	3.25%	8.20%	1/19/2022	11/3/2028	14,811		14,785		14,750		0.62
Windows Acquisition Holdings, Inc.	(4)(11)	SOFR +	6.50%	11.25% (incl. 10.03% PIK)	1/19/2022	12/29/2026	10,131		10,131		9,270		0.39
									84,574		83,170		3.47

179

BCRED Emerald JV LP Condensed Consolidated Schedule of Investments September 30, 2024 (in thousands) (Unaudited)
Investments (1)(19)	Footnotes	Reference Rate and Spread (2)		Interest Rate (2)(15)	Acquisition Date	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%	8.96%	1/19/2022	7/27/2028	$	1,072	$	1,062	$	1,075	0.04	%
Apex Group Treasury, LLC	(9)	SOFR +	4.00%	9.08%	8/2/2024	7/27/2028	60,917		60,917		61,146		2.55
Citco Funding, LLC	(9)	SOFR +	2.75%	7.31%	6/13/2024	4/27/2028	7,229		7,221		7,276		0.30
GTCR Everest Borrower, LLC	(8)	SOFR +	3.00%	7.60%	9/5/2024	9/5/2031	8,259		8,238		8,172		0.34
Osaic Holdings Inc	(8)	SOFR +	4.00%	8.85%	5/6/2024	8/17/2028	8,981		8,981		8,895		0.37
Resolute Investment Managers, Inc.	(11)	SOFR +	6.50%	11.37%	12/29/2023	4/30/2027	944		933		874		0.04
Saphilux S.à r.l.	(8)	S +	4.75%	9.70%	7/27/2023	7/18/2028	GBP	20,000	25,458		26,850		1.12
Situs-AMC Holdings Corporation	(4)(11)	SOFR +	5.50%	10.20%	9/26/2022	12/22/2027	90,087		89,315		89,637		3.74
Superannuation And Investments US, LLC	(9)	SOFR +	3.75%	8.71%	1/19/2022	12/1/2028	1,945		1,953		1,951		0.08
The Edelman Financial Engines Center, LLC	(8)	SOFR +	3.25%	8.10%	6/5/2024	4/7/2028	18,535		18,528		18,521		0.77
									222,606		224,397		9.35
Chemicals
Derby Buyer, LLC	(9)	SOFR +	3.50%	8.70%	5/14/2024	11/1/2030	3,210		3,226		3,219		0.13
Latham Pool Products, Inc.	(4)(7)(9)	SOFR +	3.75%	8.70%	2/23/2022	2/23/2029	23,701		23,227		22,301		0.93
Pigments Services, Inc.	(4)(11)(17)	SOFR +	8.25%	13.27% PIK	4/14/2023	4/14/2029	5,652		4,670		2,481		0.10
Pigments Services, Inc.	(4)(11)	SOFR +	8.25%	13.27% PIK	4/14/2023	4/14/2029	3,369		3,369		3,369		0.14
									34,492		31,370		1.30

180

BCRED Emerald JV LP Condensed Consolidated Schedule of Investments September 30, 2024 (in thousands) (Unaudited)
Investments (1)(19)	Footnotes	Reference Rate and Spread (2)		Interest Rate (2)(15)	Acquisition Date	Maturity Date	Par Amount/Units (1)		Cost (3)		Fair Value		% of Net Assets
First Lien Debt (continued)
Commercial Services & Supplies
Access CIG, LLC	(9)	SOFR +	5.00%	10.25%	8/18/2023	8/18/2028	$	19,413	$	19,018	$	19,521	0.82	%
Allied Universal Holdco, LLC	(9)	SOFR +	3.75%	8.70%	1/19/2022	5/12/2028	23,001		22,831		22,803		0.95
Anticimex, Inc.	(9)	SOFR +	3.15%	8.48%	5/25/2022	11/16/2028	4,878		4,740		4,880		0.20
Anticimex, Inc.	(9)	SOFR +	3.40%	8.73%	4/23/2024	11/16/2028	24,502		24,502		24,527		1.02
DG Investment Intermediate Holdings 2, Inc.	(10)	SOFR +	3.75%	8.71%	1/19/2022	3/31/2028	3,486		3,486		3,482		0.15
EAB Global, Inc.	(9)	SOFR +	3.25%	8.10%	1/19/2022	8/16/2028	9,856		9,767		9,832		0.41
Foundational Education Group, Inc.	(9)	SOFR +	3.75%	9.26%	6/7/2022	8/31/2028	3,900		3,810		3,778		0.16
Garda World Security Corp.	(8)	SOFR +	3.50%	8.60%	8/6/2024	2/1/2029	5,880		5,880		5,887		0.25
International SOS The Americas LP	(4)(9)	SOFR +	2.75%	7.35%	6/28/2024	9/7/2028	1,945		1,945		1,948		0.08
Java Buyer, Inc.	(4)(10)	SOFR +	5.75%	10.79%	1/19/2022	12/15/2027	9,553		9,449		9,553		0.40
Java Buyer, Inc.	(4)(10)	SOFR +	5.75%	11.17%	1/19/2022	12/15/2027	2,954		2,933		2,954		0.12
JSS Holdings, Inc.	(4)(10)	SOFR +	5.25%	10.10%	1/19/2022	12/17/2030	36,176		35,987		36,176		1.51
KPSKY Acquisition, Inc.	(4)(10)(18)	SOFR +	5.50%	10.85%	9/26/2022	10/19/2028	133,944		129,318		120,550		5.04
Polyphase Elevator Holding Co.	(4)(11)	SOFR +	6.00%	10.70% (incl. 5.00% PIK)	9/26/2022	6/23/2027	29,086		28,649		22,905		0.96
TRC Companies, Inc (fka Bolt Infrastructure Merger Sub, Inc.)	(9)	SOFR +	3.75%	8.71%	1/19/2022	12/8/2028	4,633		4,616		4,637		0.19
									306,931		293,433		12.26
Construction & Engineering
Brookfield WEC Holdings, Inc.	(8)	SOFR +	2.75%	7.60%	1/25/2024	1/27/2031	9,818		9,796		9,827		0.41
Pike Electric Corp.	(8)	SOFR +	3.00%	7.96%	6/7/2022	1/21/2028	6,000		5,880		6,034		0.25
Refficiency Holdings, LLC	(10)	SOFR +	3.50%	8.45%	1/19/2022	12/16/2027	4,384		4,362		4,407		0.18
									20,038		20,268		0.84

181

BCRED Emerald JV LP Condensed Consolidated Schedule of Investments September 30, 2024 (in thousands) (Unaudited)
Investments (1)(19)	Footnotes	Reference Rate and Spread (2)		Interest Rate (2)(15)	Acquisition Date	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 +	5.75%	10.50%	9/26/2022	9/30/2028	$	74,209	$	73,711	$	74,209	3.10	%
Berlin Packaging, LLC	(8)	SOFR +	3.75%	8.95%	6/7/2024	6/7/2031	8,785		8,764		8,788		0.37
Clydesdale Acquisition Holdings, Inc.	(9)	SOFR +	3.18%	8.02%	4/13/2022	4/13/2029	6,338		6,192		6,312		0.26
Graham Packaging Co, Inc.	(4)(10)	SOFR +	3.00%	8.46%	1/19/2022	8/4/2027	5,000		5,013		4,998		0.21
Graham Packaging Co, Inc.	(8)	SOFR +	2.50%	7.35%	7/31/2024	8/4/2027	3,891		3,891		3,892		0.16
ProAmpac PG Borrower, LLC	(10)	SOFR +	4.00%	9.30%	4/9/2024	9/15/2028	2,925		2,925		2,933		0.12
Ring Container Technologies Group, LLC	(9)	SOFR +	2.75%	7.60%	7/15/2024	8/12/2028	2,925		2,925		2,926		0.12
SupplyOne, Inc.	(8)	SOFR +	4.25%	9.10%	4/19/2024	4/19/2031	3,210		3,218		3,223		0.13
TricorBraun Holdings, Inc.	(9)	SOFR +	3.25%	8.21%	1/19/2022	3/3/2028	14,638		14,426		14,377		0.60
Trident TPI Holdings, Inc.	(9)	SOFR +	4.00%	8.60%	4/1/2024	9/15/2028	16,810		16,830		16,856		0.70
									137,895		138,514		5.77
Distributors
BP Purchaser, LLC	(4)(10)	SOFR +	5.50%	10.69%	9/26/2022	12/10/2028	49,876		49,179		45,263		1.89
Genuine Cable Group, LLC	(4)(10)	SOFR +	5.75%	10.70%	1/19/2022	11/2/2026	31,572		31,297		30,546		1.28
Marcone Yellowstone Buyer, Inc.	(4)(10)	SOFR +	6.25%	11.73%	9/26/2022	6/23/2028	81,336		80,009		74,219		3.10
Tailwind Colony Holding Corporation	(4)(11)	SOFR +	6.50%	11.85%	1/19/2022	5/13/2026	30,988		30,920		30,523		1.28
									191,405		180,551		7.55
Diversified Consumer Services
Ascend Learning, LLC	(9)	SOFR +	3.50%	8.45%	1/19/2022	12/11/2028	7,999		7,811		7,972		0.33
Barbri Holdings, Inc.	(4)(10)	SOFR +	5.75%	10.70%	1/19/2022	4/28/2028	70,092		69,518		69,742		2.91
BPPH2 Limited	(4)(8)	S +	6.50%	11.57%	2/21/2023	3/16/2028	GBP	26,000	30,928		34,761		1.45
Cambium Learning Group, Inc.	(4)(7)(10)	SOFR +	5.50%	10.88%	1/19/2022	7/20/2028	34,350		34,350		34,350		1.43
Cengage Learning, Inc.	(11)	SOFR +	4.25%	9.54%	3/22/2024	3/22/2031	3,210		3,218		3,221		0.13
Element Materials Technology Group US Holdings Inc.	(9)	SOFR +	3.75%	8.35%	4/12/2022	7/6/2029	4,913		4,900		4,931		0.21
Express Wash Concepts, LLC	(4)(7)(11)	SOFR +	6.00%	10.95%	1/19/2022	4/30/2027	36,614		36,052		36,220		1.51
Imagine Learning, LLC	(9)	SOFR +	3.50%	8.35%	2/1/2024	12/21/2029	1,951		1,942		1,952		0.08
Mckissock Investment Holdings, LLC	(10)	SOFR +	5.00%	10.45%	3/10/2022	3/12/2029	3,900		3,875		3,912		0.16
Pre-Paid Legal Services, Inc.	(9)	SOFR +	3.75%	8.71%	1/19/2022	12/15/2028	17,762		17,631		17,771		0.74
University Support Services, LLC	(9)	SOFR +	2.75%	7.60%	2/10/2022	2/10/2029	13,602		13,467		13,578		0.57
									223,692		228,410		9.52

182

BCRED Emerald JV LP Condensed Consolidated Schedule of Investments September 30, 2024 (in thousands) (Unaudited)
Investments (1)(19)	Footnotes	Reference Rate and Spread (2)		Interest Rate (2)(15)	Acquisition Date	Maturity Date	Par Amount/Units (1)		Cost (3)		Fair Value		% of Net Assets
First Lien Debt (continued)
Diversified Telecommunication Services
Zacapa, LLC	(9)	SOFR +	4.00%	8.60%	3/22/2022	3/22/2029	$	5,850	$	5,786	$	5,869	0.25	%
Electrical Equipment
Madison IAQ, LLC	(9)	SOFR +	2.75%	7.89%	1/19/2022	6/21/2028	16,524		16,426		16,531		0.69
Electronic Equipment, Instruments & Components
Albireo Energy, LLC	(4)(11)	SOFR +	6.00%	10.70%	1/19/2022	12/23/2026	3,169		3,148		2,924		0.12
Albireo Energy, LLC	(4)(11)	SOFR +	6.00%	11.33%	1/19/2022	12/23/2026	813		809		750		0.03
Albireo Energy, LLC	(4)(11)	SOFR +	6.00%	10.76%	1/19/2022	12/23/2026	10,558		10,487		9,740		0.41
Infinite Bidco, LLC	(9)	SOFR +	3.75%	9.26%	1/19/2022	3/2/2028	2,918		2,926		2,839		0.12
Modena Buyer, LLC	(8)	SOFR +	4.50%	9.10%	7/1/2024	7/1/2031	3,100		3,038		2,975		0.12
									20,408		19,228		0.80
Entertainment
CE Intermediate I, LLC	(9)	SOFR +	3.50%	8.76%	1/19/2022	11/10/2028	4,875		4,872		4,889		0.20
Financial Services
Mitchell International, Inc.	(9)	SOFR +	3.25%	8.10%	6/17/2024	6/17/2031	4,988		4,969		4,921		0.21
Solera, LLC	(9)(18)	SOFR +	4.00%	9.51%	5/16/2022	6/2/2028	16,773		16,580		16,515		0.69
									21,549		21,436		0.90
Health Care Equipment & Supplies
Auris Luxembourg III S.à r.l.	(8)	SOFR +	4.25%	9.56%	4/8/2024	2/28/2029	6,985		6,978		6,996		0.29
CPI Buyer, LLC	(4)(7)(10)	SOFR +	5.50%	10.82%	1/19/2022	11/1/2028	138,493		135,846		135,317		5.65
CSHC Buyerco, LLC	(4)(7)(11)	SOFR +	4.75%	9.70%	2/15/2022	9/8/2026	10,553		10,473		10,526		0.44
Natus Medical Incorporated	(4)(9)	SOFR +	5.50%	10.25%	8/18/2022	7/20/2029	3,655		3,489		3,582		0.15
									156,786		156,421		6.53

183

BCRED Emerald JV LP Condensed Consolidated Schedule of Investments September 30, 2024 (in thousands) (Unaudited)
Investments (1)(19)	Footnotes	Reference Rate and Spread (2)		Interest Rate (2)(15)	Acquisition Date	Maturity Date	Par Amount/Units (1)		Cost (3)		Fair Value		% of Net Assets
First Lien Debt (continued)
Health Care Providers & Services
ACI Group Holdings, Inc.	(4)(10)	SOFR +	5.50%	10.45%	7/7/2023	8/2/2028	$	128,216	$	127,319	$	125,651	5.25	%
ADCS Clinics Intermediate Holdings, LLC	(4)(11)	SOFR +	6.25%	10.60%	1/19/2022	5/7/2027	1,701		1,689		1,701		0.07
ADCS Clinics Intermediate Holdings, LLC	(4)(11)	SOFR +	6.25%	11.66%	1/19/2022	5/7/2027	28,757		28,534		28,757		1.20
ADCS Clinics Intermediate Holdings, LLC	(4)(7)(11)	SOFR +	6.25%	10.68%	1/19/2022	5/7/2026	67		63		67		0.00
ADMI Corp.	(9)	SOFR +	3.75%	8.71%	1/19/2022	12/23/2027	712		712		699		0.03
Amerivet Partners Management, Inc.	(4)(11)	SOFR +	5.25%	9.75%	9/26/2022	2/25/2028	82,637		81,189		82,637		3.45
Canadian Hospital Specialties Ltd.	(4)(11)	CA +	4.50%	9.11%	12/20/2022	4/14/2028	CAD	29,394	21,414		21,408		0.89
CCBlue Bidco, Inc.	(4)(10)	SOFR +	6.50%	11.21% PIK	1/19/2022	12/21/2028	23,283		23,044		20,198		0.84
CHG Healthcare Services, Inc.	(9)	SOFR +	3.50%	8.46%	5/24/2022	9/29/2028	586		570		587		0.02
DCA Investment Holdings, LLC	(4)(10)	SOFR +	6.41%	11.01%	1/19/2022	4/3/2028	29,719		29,532		29,496		1.23
Epoch Acquisition, Inc.	(4)(11)	SOFR +	6.00%	11.35%	1/19/2022	10/4/2026	28,587		28,587		28,587		1.19
Examworks Bidco, Inc.	(9)	SOFR +	3.00%	7.96%	1/19/2022	11/1/2028	11,799		11,681		11,829		0.49
ICS US Holdings, Inc.	(4)(9)	SOFR +	4.75%	9.68%	12/20/2022	6/8/2028	35,000		33,458		33,600		1.40
Jayhawk Buyer, LLC	(4)(11)	SOFR +	5.00%	9.71%	1/19/2022	10/15/2026	30,733		30,598		29,042		1.21
Navigator Acquiror, Inc.	(4)(7)(9)	SOFR +	5.50%	10.85%	1/19/2022	7/16/2027	20,233		20,175		17,805		0.74
Onex TSG Intermediate Corp.	(10)	SOFR +	4.75%	9.71%	1/19/2022	2/28/2028	1,945		1,953		1,945		0.08
PSKW Intermediate, LLC	(4)(11)	SOFR +	6.25%	11.20%	9/26/2022	3/9/2026	43,235		43,235		43,235		1.81
Smile Doctors, LLC	(4)(7)(10)	SOFR +	5.75%	10.56%	1/19/2022	12/23/2028	142,268		140,324		138,593		5.79
Team Services Group, LLC	(11)	SOFR +	5.00%	10.51%	4/22/2024	12/20/2027	2,293		2,298		2,271		0.09
U.S. Anesthesia Partners, Inc.	(9)	SOFR +	4.25%	9.57%	1/19/2022	10/1/2028	862		865		846		0.04
WHCG Purchaser III Inc	(4)(10)	SOFR +	6.50%	11.10% (incl. 5.55% PIK)	8/2/2024	6/30/2029	2,758		2,758		2,758		0.12
WHCG Purchaser III Inc	(4)(10)(17)		10.00%	10.00% PIK	8/2/2024	6/30/2030	2,211		892		892		0.04
									630,890		622,604		25.98

184

BCRED Emerald JV LP Condensed Consolidated Schedule of Investments September 30, 2024 (in thousands) (Unaudited)
Investments (1)(19)	Footnotes	Reference Rate and Spread (2)		Interest Rate (2)(15)	Acquisition Date	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 +	4.00%	9.13%	2/21/2024	6/30/2027	$	4,463	$	4,458	$	4,488	0.19	%
GI Ranger Intermediate, LLC	(4)(10)	SOFR +	6.00%	10.75%	9/26/2022	10/29/2028	44,009		43,563		44,009		1.84
Waystar Technologies, Inc.	(8)	SOFR +	2.75%	7.60%	6/27/2024	10/22/2029	3,647		3,647		3,654		0.15
									51,668		52,151		2.18
Hotels, Restaurants & Leisure
Alterra Mountain Company	(8)	SOFR +	3.25%	8.10%	4/1/2024	8/17/2028	6,842		6,842		6,866		0.29
Bally's Corp	(9)	SOFR +	3.25%	8.79%	1/19/2022	10/2/2028	3,301		3,241		3,151		0.13
Fertitta Entertainment, LLC	(9)	SOFR +	3.75%	8.85%	5/19/2022	1/27/2029	11,799		11,605		11,780		0.49
GVC Finance, LLC	(9)	SOFR +	2.75%	8.01%	5/8/2024	10/31/2029	901		900		902		0.04
Scientific Games Holdings LP	(9)	SOFR +	3.00%	8.32%	6/11/2024	4/4/2029	14,970		14,955		14,899		0.62
Whatabrands, LLC	(9)	SOFR +	2.75%	7.60%	5/14/2024	8/3/2028	8,621		8,621		8,618		0.36
									46,164		46,216		1.93
Household Durables
ACProducts Holdings Inc	(9)	SOFR +	4.25%	9.12%	5/20/2024	5/17/2028	2,305		1,970		1,938		0.08
AI Aqua Merger Sub, Inc.	(9)	SOFR +	3.50%	8.70%	6/21/2024	7/31/2028	18,818		18,637		18,817		0.79
									20,607		20,755		0.87
Industrial Conglomerates
Engineered Machinery Holdings, Inc.	(10)	SOFR +	3.75%	8.62%	6/7/2022	5/19/2028	3,900		3,806		3,917		0.16
Insurance
Alera Group, Inc.	(4)(10)	SOFR +	5.25%	10.10%	9/26/2022	10/2/2028	43,899		43,309		43,899		1.83
Alliant Holdings Intermediate LLC	(8)	SOFR +	3.00%	7.96%	9/12/2024	9/19/2031	2,403		2,403		2,392		0.10
AssuredPartners, Inc.	(9)	SOFR +	3.50%	8.35%	2/16/2024	2/14/2031	12,286		12,284		12,288		0.51
Baldwin Risk Partners, LLC	(8)	SOFR +	3.25%	8.10%	5/24/2024	5/26/2031	5,761		5,747		5,775		0.24
BroadStreet Partners, Inc.	(8)	SOFR +	3.25%	8.10%	6/14/2024	6/14/2031	17,785		17,760		17,734		0.74
Foundation Risk Partners Corp.	(4)(10)	SOFR +	5.25%	9.85%	9/26/2022	10/29/2030	75,445		74,875		75,445		3.15
Patriot Growth Insurance Services, LLC.	(4)(10)	SOFR +	5.00%	9.75%	9/26/2022	10/16/2028	62,525		61,156		62,525		2.61
USI, Inc.	(8)	SOFR +	2.75%	7.35%	6/21/2024	11/22/2029	6,754		6,754		6,742		0.28
									224,288		226,800		9.46
Interactive Media & Services
Arches Buyer Inc	(9)	SOFR +	3.25%	8.20%	1/19/2022	12/6/2027	2,909		2,912		2,797		0.12
Project Boost Purchaser, LLC	(8)	SOFR +	3.50%	8.79%	7/16/2024	7/16/2031	6,836		6,819		6,841		0.29
									9,731		9,638		0.41

185

BCRED Emerald JV LP Condensed Consolidated Schedule of Investments September 30, 2024 (in thousands) (Unaudited)
Investments (1)(19)	Footnotes	Reference Rate and Spread (2)		Interest Rate (2)(15)	Acquisition Date	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%	10.35%	1/19/2022	12/29/2027	$	41,698	$	41,524	$	41,698	1.74	%
Prodege International Holdings, LLC	(4)(10)	SOFR +	5.75%	10.84%	1/19/2022	12/15/2027	20,785		20,585		20,214		0.84
									62,109		61,912		2.58
IT Services
Ahead DB Holdings, LLC	(10)	SOFR +	3.50%	8.10%	8/2/2024	2/1/2031	3,218		3,214		3,227		0.13
Dcert Buyer, Inc.	(8)	SOFR +	4.00%	8.85%	5/24/2022	10/16/2026	9,982		9,808		9,711		0.41
Newfold Digital Holdings Group Inc	(10)	SOFR +	3.50%	8.81%	1/19/2022	2/10/2028	4,379		4,318		3,883		0.16
Razor Holdco, LLC	(4)(10)	SOFR +	5.75%	11.11%	1/19/2022	10/25/2027	25,285		25,016		25,285		1.06
Virtusa Corp.	(10)	SOFR +	3.25%	8.10%	6/21/2024	2/15/2029	5,855		5,855		5,860		0.24
									48,211		47,966		2.00
Leisure Products
Motion Finco, LLC	(8)	SOFR +	3.50%	8.10%	2/5/2024	11/12/2029	15,776		15,762		15,202		0.64
Life Sciences Tools & Services
Cambrex Corp.	(10)	SOFR +	3.50%	8.45%	1/19/2022	12/4/2026	5,915		5,875		5,889		0.25
Machinery
Pro Mach Group, Inc.	(11)	SOFR +	3.50%	8.35%	9/3/2024	8/31/2028	5,919		5,919		5,945		0.25
SPX Flow, Inc.	(9)	SOFR +	3.50%	8.35%	6/6/2024	4/5/2029	1,395		1,395		1,398		0.06
Victory Buyer, LLC	(9)	SOFR +	3.75%	8.72%	1/19/2022	11/19/2028	9,777		9,387		9,453		0.39
									16,701		16,796		0.70
Media
Directv Financing, LLC	(10)	SOFR +	5.25%	10.21%	1/24/2024	8/2/2029	2,198		2,200		2,168		0.09
Radiate Holdco, LLC	(10)	SOFR +	3.25%	8.21%	1/19/2022	9/25/2026	2,358		2,357		2,029		0.08
Sunrise Financing Partnership	(8)	SOFR +	2.93%	8.14%	6/7/2022	1/31/2029	5,500		5,433		5,480		0.23
Virgin Media Bristol, LLC	(8)	SOFR +	3.25%	8.46%	6/7/2022	1/31/2029	3,500		3,472		3,353		0.14
									13,462		13,030		0.54
Metals & Mining
SCIH Salt Holdings, Inc.	(10)	SOFR +	3.50%	8.76%	1/19/2022	3/16/2027	3,866		3,843		3,870		0.16
Oil, Gas & Consumable Fuels
Freeport LNG Investments, LLLP	(9)	SOFR +	3.50%	9.04%	1/19/2022	12/21/2028	18,318		18,290		18,179		0.76
Paper & Forest Products
Profile Products, LLC	(4)(10)	SOFR +	5.50%	10.70%	9/26/2022	11/12/2027	74,730		73,785		73,048		3.05

186

BCRED Emerald JV LP Condensed Consolidated Schedule of Investments September 30, 2024 (in thousands) (Unaudited)
Investments (1)(19)	Footnotes	Reference Rate and Spread (2)		Interest Rate (2)(15)	Acquisition Date	Maturity Date	Par Amount/Units (1)		Cost (3)		Fair Value		% of Net Assets
First Lien Debt (continued)
Professional Services
APFS Staffing Holdings, Inc.	(9)	SOFR +	4.00%	8.85%	4/22/2024	12/29/2028	$	2,984	$	2,977	$	2,921	0.12	%
Armor Holdco, Inc.	(4)(9)	SOFR +	4.50%	10.01%	6/7/2022	12/11/2028	7,485		7,431		7,541		0.32
Camelot US Acquisition, LLC.	(8)	SOFR +	2.75%	7.60%	1/31/2024	1/31/2031	3,107		3,099		3,106		0.13
Cast & Crew Payroll, LLC	(9)	SOFR +	3.75%	8.60%	1/19/2022	12/29/2028	4,862		4,861		4,878		0.20
CFGI Holdings, LLC	(4)(10)	SOFR +	4.50%	9.35%	9/26/2022	11/2/2027	110,376		110,376		110,376		4.61
Deerfield Dakota Holding, LLC	(11)	SOFR +	3.75%	8.35%	1/19/2022	4/9/2027	14,712		14,605		14,434		0.60
EP Purchaser, LLC	(9)	SOFR +	3.50%	8.37%	1/19/2022	11/6/2028	3,413		3,407		3,425		0.14
First Advantage Holdings, LLC	(8)	SOFR +	2.75%	7.71%	6/7/2022	1/31/2027	6,000		5,939		5,984		0.25
Genuine Financial Holdings, LLC	(8)	SOFR +	4.00%	8.85%	6/28/2024	9/27/2030	12,935		12,912		12,870		0.54
IG Investments Holdings, LLC	(4)(10)	SOFR +	6.00%	11.35%	9/26/2022	9/22/2028	133,944		133,495		133,944		5.60
Kwor Acquisition, Inc.	(4)(11)	P +	4.25%	12.25%	9/26/2022	12/22/2028	90,815		88,643		75,603		3.16
Mercury Borrower, Inc.	(9)	SOFR +	3.50%	8.46%	5/25/2022	8/2/2028	12,557		12,390		12,573		0.53
Sedgwick Claims Management Services, Inc.	(8)	SOFR +	3.00%	8.25%	2/24/2023	7/31/2031	4,394		4,359		4,391		0.18
The Dun & Bradstreet Corporation	(8)	SOFR +	2.75%	7.61%	1/29/2024	1/18/2029	7,889		7,889		7,891		0.33
Trinity Air Consultants Holdings Corp.	(4)(10)	SOFR +	5.25%	10.66%	9/26/2022	6/29/2028	118,000		117,229		118,000		4.93
West Monroe Partners, LLC	(4)(7)(10)	SOFR +	5.50%	10.73%	1/19/2022	11/8/2028	28,823		28,475		28,319		1.18
									558,087		546,256		22.82
Real Estate Management & Development
Progress Residential PM Holdings, LLC	(4)(7)(10)	SOFR +	5.50%	10.25%	1/19/2022	8/8/2030	18,138		18,262		18,138		0.76

187

BCRED Emerald JV LP Condensed Consolidated Schedule of Investments September 30, 2024 (in thousands) (Unaudited)
Investments (1)(19)	Footnotes	Reference Rate and Spread (2)		Interest Rate (2)(15)	Acquisition Date	Maturity Date	Par Amount/Units (1)		Cost (3)		Fair Value		% of Net Assets
First Lien Debt (continued)
Software
Boxer Parent Company, Inc.	(8)	SOFR +	3.75%	9.01%	7/30/2024	7/30/2031	$	9,626	$	9,586	$	9,618	0.40	%
Cloud Software Group, Inc.	(9)	SOFR +	4.50%	9.10%	3/22/2024	3/21/2031	2,304		2,296		2,313		0.10
Cloudera, Inc.	(9)	SOFR +	3.75%	8.70%	1/19/2022	10/8/2028	14,337		14,158		13,997		0.58
Confine Visual Bidco	(4)(8)	SOFR +	5.75%	10.58%	9/26/2022	2/23/2029	32,504		31,863		26,652		1.11
ConnectWise, LLC	(9)	SOFR +	3.50%	8.37%	1/19/2022	9/29/2028	4,376		4,381		4,378		0.18
ECI Macola Max Holding, LLC	(10)	SOFR +	3.75%	8.35%	9/20/2024	5/9/2030	6,824		6,824		6,852		0.29
Ellucian Holdings, Inc.	(9)	SOFR +	3.50%	8.45%	2/29/2024	10/9/2029	9,735		9,725		9,771		0.41
Epicor Software Corp.	(7)(10)	SOFR +	3.25%	8.10%	5/30/2024	5/30/2031	9,785		9,783		9,806		0.41
Flash Charm, Inc.	(10)	SOFR +	3.50%	8.75%	6/11/2024	3/2/2028	10,406		10,384		10,216		0.43
Flexera Software, LLC	(10)	SOFR +	3.50%	8.46%	5/20/2024	3/3/2028	5,467		5,467		5,476		0.23
Gen Digital Inc	(9)	SOFR +	1.75%	6.60%	6/5/2024	9/12/2029	2,597		2,597		2,591		0.11
Genesys Cloud Services Holdings II, LLC	(10)	SOFR +	3.50%	8.35%	9/26/2024	12/1/2027	4,375		4,375		4,389		0.18
HS Purchaser, LLC	(10)	SOFR +	4.00%	8.95%	1/19/2022	11/19/2026	3,848		3,833		3,680		0.15
ION Trading Finance Ltd.	(8)	SOFR +	4.00%	9.02%	6/3/2024	4/1/2028	10,694		10,694		10,712		0.45
LD Lower Holdings, Inc.	(4)(11)	SOFR +	7.50%	12.20%	1/19/2022	8/9/2027	13,700		13,654		13,597		0.57
Magenta Security Holdings LLC	(11)	SOFR +	6.25%	11.37%	8/14/2024	7/27/2028	292		281		298		0.01
Magenta Security Holdings LLC	(10)(18)	SOFR +	6.75%	12.13%	8/14/2024	7/27/2028	829		789		788		0.03
Magenta Security Holdings LLC	(10)(18)	SOFR +	7.25%	13.13% (incl. 6.25% PIK)	8/14/2024	7/27/2028	630		478		441		0.02
Magenta Security Holdings LLC	(10)(17)(18)	SOFR +	7.00%	12.38% (incl. 5.50% PIK)	8/14/2024	7/27/2028	199		70		60		0.00
McAfee Corp.	(9)	SOFR +	3.25%	8.45%	5/31/2024	3/1/2029	15,855		15,868		15,819		0.66
Medallia, Inc.	(4)(10)	SOFR +	6.50%	10.85% (incl. 4.00% PIK)	1/19/2022	10/29/2028	50,048		49,526		47,545		1.99
Mitnick Purchaser, Inc.	(9)(18)	SOFR +	4.50%	9.85%	4/20/2022	5/2/2029	4,900		4,884		4,381		0.18
Mitratech Holdings, Inc.	(4)(10)	SOFR +	5.00%	10.16%	8/9/2022	5/18/2028	27,088		26,228		27,020		1.13
Mitratech Holdings, Inc.	(10)	SOFR +	4.25%	9.76%	4/5/2023	5/18/2028	14,813		14,286		14,813		0.62

188

BCRED Emerald JV LP Condensed Consolidated Schedule of Investments September 30, 2024 (in thousands) (Unaudited)
Investments (1)(19)	Footnotes	Reference Rate and Spread (2)		Interest Rate (2)(15)	Acquisition Date	Maturity Date	Par Amount/Units (1)		Cost (3)		Fair Value		% of Net Assets
First Lien Debt (continued)
Software (continued)
Monk Holding Co.	(4)(10)(18)	SOFR +	5.50%	10.20%	1/19/2022	12/1/2027	$	107,946	$	106,500	$	107,946	4.51	%
Monk Holding Co.	(4)(7)(10)	SOFR +	5.50%	10.20%	1/19/2022	12/1/2027	1,035		1,004		991		0.04
MRI Software, LLC	(4)(11)	SOFR +	4.75%	9.35%	9/26/2022	2/10/2027	9,994		9,830		9,845		0.41
Nintex Topco Limited	(4)(8)	SOFR +	4.50%	9.26% (incl. 1.50% PIK)	1/19/2022	11/13/2028	32,660		32,247		31,027		1.30
Perforce Software, Inc.	(8)	SOFR +	3.75%	8.70%	1/19/2022	7/1/2026	1,318		1,316		1,315		0.05
Proofpoint, Inc.	(9)	SOFR +	3.00%	7.85%	5/28/2024	8/31/2028	8,739		8,739		8,745		0.37
Quartz Acquireco, LLC	(8)	SOFR +	2.75%	7.35%	6/3/2024	6/28/2030	6,699		6,699		6,711		0.28
RealPage, Inc.	(9)	SOFR +	3.00%	7.96%	1/19/2022	4/24/2028	7,792		7,649		7,573		0.32
Rocket Software, Inc.	(9)	SOFR +	4.75%	9.60%	10/5/2023	11/28/2028	3,184		3,173		3,191		0.13
S2P Acquisition Borrower, Inc.	(8)	SOFR +	4.00%	9.16%	1/19/2022	8/14/2026	4,685		4,664		4,697		0.20
Skopima Consilio Parent, LLC	(9)	SOFR +	4.00%	8.96%	1/19/2022	5/12/2028	7,026		6,931		7,024		0.29
Skopima Consilio Parent, LLC	(9)	SOFR +	4.50%	9.46%	8/29/2023	5/12/2028	9,925		9,329		9,948		0.42
Solarwinds Holdings, Inc.	(8)	SOFR +	2.75%	7.60%	7/24/2024	2/5/2030	2,908		2,906		2,914		0.12
Sovos Compliance, LLC	(9)	SOFR +	4.50%	9.46%	1/19/2022	8/11/2028	11,550		11,492		11,559		0.48
Stamps.com, Inc.	(4)(10)	SOFR +	5.75%	10.94%	1/19/2022	10/5/2028	58,500		57,784		57,476		2.40
Surf Holdings, LLC	(8)	SOFR +	3.50%	8.53%	1/19/2022	3/5/2027	14,814		14,798		14,866		0.62
Triple Lift, Inc.	(4)(10)	SOFR +	5.75%	10.71%	1/19/2022	5/5/2028	58,934		58,568		55,986		2.34
Triple Lift, Inc.	(4)(7)(11)	SOFR +	5.75%	11.20%	1/19/2022	5/5/2028	821		797		714		0.03
Vision Solutions, Inc.	(10)	SOFR +	4.00%	9.51%	1/19/2022	4/24/2028	5,912		5,875		5,772		0.24
									602,331		593,513		24.79
Specialty Retail
CustomInk, LLC	(4)(11)(18)	SOFR +	6.04%	11.39%	1/19/2022	5/3/2026	36,866		36,696		36,866		1.54
EG America, LLC	(8)	SOFR +	5.50%	10.44%	7/12/2023	2/7/2028	1,978		1,933		1,980		0.08
StubHub Holdco Sub, LLC	(8)	SOFR +	4.75%	9.60%	3/15/2024	3/15/2030	2,265		2,272		2,266		0.09
									40,901		41,112		1.71

189

BCRED Emerald JV LP Condensed Consolidated Schedule of Investments September 30, 2024 (in thousands) (Unaudited)
Investments (1)(19)	Footnotes	Reference Rate and Spread (2)		Interest Rate (2)(15)	Acquisition Date	Maturity Date	Par Amount/Units (1)		Cost (3)		Fair Value		% of Net Assets
First Lien Debt (continued)
Trading Companies & Distributors
FCG Acquisitions, Inc.	(9)	SOFR +	3.75%	8.71%	1/19/2022	3/31/2028	$	13,727	$	13,588	$	13,746	0.57	%
Foundation Building Materials, Inc.	(9)	SOFR +	3.25%	8.76%	1/19/2022	1/31/2028	6,816		6,662		6,652		0.28
Icebox Holdco III, Inc.	(9)	SOFR +	3.75%	8.62%	1/19/2022	12/22/2028	5,845		5,811		5,870		0.25
Park River Holdings, Inc.	(10)	SOFR +	3.25%	8.84%	1/19/2022	12/28/2027	3,343		3,309		3,295		0.14
Porcelain Acquisition Corp.	(4)(11)	SOFR +	6.00%	10.70%	1/19/2022	4/1/2027	8,621		8,540		8,147		0.34
White Cap Buyer, LLC	(8)	SOFR +	3.25%	8.10%	6/13/2024	10/19/2029	10,102		10,102		10,041		0.42
									48,012		47,751		2.00
Transportation Infrastructure
Roadsafe Holdings, Inc.	(4)(11)	SOFR +	5.75%	11.14%	1/19/2022	10/19/2027	11,734		11,672		11,382		0.48
Roadsafe Holdings, Inc.	(4)(11)	SOFR +	5.75%	11.06%	1/19/2022	10/19/2027	6,754		6,701		6,552		0.27
									18,373		17,934		0.75
Wireless Telecommunication Services
CCI Buyer, Inc.	(10)	SOFR +	4.00%	8.60%	1/19/2022	12/17/2027	6,625		6,525		6,624		0.28
Total First Lien Debt									4,165,659		4,099,516		171.13

190

BCRED Emerald JV LP Condensed Consolidated Schedule of Investments September 30, 2024 (in thousands) (Unaudited)
Investments (1)(19)	Footnotes	Reference Rate and Spread (2)		Interest Rate (2)(15)	Acquisition Date	Maturity Date	Par Amount/Units (1)		Cost (3)		Fair Value		% of Net Assets
Second Lien Debt
Diversified Consumer Services
Ascend Learning, LLC	(9)	SOFR +	5.75%	10.70%	7/29/2022	12/10/2029	$	5,301	$	4,872	$	5,145	0.21	%
Health Care Providers & Services
Canadian Hospital Specialties Ltd.	(4)(8)		8.75%	8.75%	12/20/2022	4/15/2029	CAD	12,000	8,302		7,897		0.33
Jayhawk Buyer, LLC	(4)(11)	SOFR +	8.75%	14.10%	1/19/2022	10/15/2027	24,712		24,597		22,488		0.94
									32,899		30,385		1.27
Life Sciences Tools & Services
Curia Global, Inc.	(4)(10)	SOFR +	6.50%	12.01%	9/26/2022	8/31/2029	37,847		37,243		33,684		1.41
Machinery
Victory Buyer, LLC	(4)(9)	SOFR +	7.00%	11.96%	1/19/2022	11/19/2029	66,704		65,770		63,035		2.63
Software
Vision Solutions, Inc.	(10)	SOFR +	7.25%	12.76%	9/26/2022	4/23/2029	24,942		22,465		23,492		0.98
Total Second Lien Debt									163,249		155,741		6.50
Bond
Software
Tangerine Bidco S.p.A	(4)(8)	E +	5.00%	8.35%	12/17/2022	12/30/2029	EUR	69,750	72,416		77,642		3.24
Total Bond									72,416		77,642		3.24

191

BCRED Emerald JV LP Condensed Consolidated Schedule of Investments September 30, 2024 (in thousands) (Unaudited)
Investments (1)(19)	Footnotes	Reference Rate and Spread (2)	Interest Rate (2)(15)	Acquisition Date	Maturity Date	Par Amount/Units (1)	Cost (3)		Fair Value		% of Net Assets
Equity
Air Freight & Logistics
AGI Group Holdings LP - Class A-2 Common Units	(4)			1/19/2022		194	$	208	$	170	0.01	%
Mode Holdings, L.P. - Class A-2 Common Units	(4)			1/19/2022		1,230,769	2,215		1,502		0.06
							2,423		1,672		0.07
Capital Markets
Resolute Investment Managers, Inc. - Common Equity	(4)			12/29/2023		11,751	294		25		0.00
Chemicals
Pigments Holdings LP - LP Interest	(4)			4/14/2023		1,212	0		0		0.00
Distributors
Box Co-Invest Blocker, LLC - (BP Alpha Holdings, L.P.) - Class A Units	(4)			1/19/2022		780,000	780		172		0.01
Box Co-Invest Blocker, LLC - (BP Alpha Holdings, L.P.) - Class C Preferred Units	(4)			7/12/2023		94,753	92		113		0.00
GSO DL Co-Invest EIS LP (EIS Acquisition Holdings, LP - Class A Common Units)	(4)			1/19/2022		301,167	1,239		2,255		0.09
							2,111		2,540		0.10
Diversified Consumer Services
Cambium Holdings, LLC - Senior Preferred Interests	(4)		11.50%	1/19/2022		974,662	1,133		1,359		0.06
Health Care Providers & Services
Jayhawk Holdings, LP - Class A-1 Common Units	(4)			1/19/2022		797	210		26		0.00
Jayhawk Holdings, LP - Class A-2 Common Units	(4)			1/19/2022		429	113		14		0.00
WHCG Purchaser, Inc. - Class A Common Units	(4)			8/2/2024		667,649	0		0		0.00
							323		40		0.00
Software
Descartes Holdings, Inc - Class A Common Stock	(4)			10/9/2023		168,057	728		74		0.00
Lobos Parent, Inc. - Series A Preferred Shares	(4)		10.50%	1/19/2022		5,773	5,700		7,361		0.31
							6,428		7,435		0.31

192

BCRED Emerald JV LP Condensed Consolidated Schedule of Investments September 30, 2024 (in thousands) (Unaudited)
Investments (1)(19)	Footnotes	Reference Rate and Spread (2)	Interest Rate (2)(15)	Acquisition Date	Maturity Date	Par Amount/Units (1)	Cost (3)		Fair Value		% of Net Assets
Equity (continued)
Specialty Retail
GSO DL CoInvest CI LP (CustomInk, LLC - Series A Preferred Units)	(4)			1/19/2022		3,000,000	$	3,542	$	4,372	0.18	%
Transportation Infrastructure
Frontline Road Safety Investments, LLC - Class A Common Units	(4)			1/19/2022		3,936	376		875		0.04
Total Equity							16,630		18,318		0.76
Total Investment Portfolio							4,417,954		4,351,217		181.63
Cash and Cash Equivalents
State Street Institutional U.S. Government Money Market Fund			4.87%				12,626		12,626		0.53
Other Cash and Cash Equivalents							238,897		238,897		9.98
Total Portfolio Investments, Cash and Cash Equivalents							$	4,669,477	$	4,602,740	192.14	%

(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 September 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 Overnight Repo Rate Average (“CORRA” or “CA”), 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 September 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):

193

BCRED Emerald JV LP Condensed Consolidated Schedule of Investments September 30, 2024 (in thousands) (Unaudited)
Investments	Commitment Type	Commitment Expiration Date	Unfunded Commitment		Fair Value
ADCS Clinics Intermediate Holdings, LLC	Revolver	5/7/2026	$	714	$	—
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		—
Express Wash Concepts, LLC	Delayed Draw Term Loan	4/2/2025	26,833		—
Latham Pool Products, Inc.	Revolver	2/18/2029	11,250		(689)
Navigator Acquiror, Inc.	Delayed Draw Term Loan	1/16/2025	862		—
Progress Residential PM Holdings, LLC	Delayed Draw Term Loan	11/8/2024	3,721		—
SEKO Global Logistics Network, LLC	Revolver	12/30/2026	193		—
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	2,843		—
Epicor Software Corp.	Delayed Draw Term Loan	5/30/2027	1,148		—
Total unfunded commitments			$	63,330	$	(866)

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

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

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

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

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

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

(14)The interest rate floor on these investments as of September 30, 2024 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 September 30, 2024.

(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.

(19)All securities are exempt from registration under the Securities Act of 1933, as amended (the “Securities Act”), and may be deemed to be “restricted securities.” As of September 30, 2024, the aggregate fair value of these securities is $4,351.2 million or 181.63% of the Company’s net assets. The initial acquisition dates have been included for such securities.

194

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

195

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

196

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

197

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

198

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

199

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

200

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

201

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

202

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

203

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

204

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

205

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):

206

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.

207

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 September 30, 2024 and December 31, 2023 (Unaudited):

	September 30, 2024		December 31, 2023
ASSETS
Investments at fair value (cost of $4,417,954 and $5,326,183 at September 30, 2024 and December 31, 2023, respectively)	$	4,351,217	$	5,325,685
Cash and cash equivalents	251,523		129,214
Interest receivable	39,303		44,034
Receivable for investments sold	15,834		17,056
Deferred financing costs	10,878		15,576
Total assets	$	4,668,755	$	5,531,565
LIABILITIES
Debt	$	2,093,672	$	2,672,363
Distribution payable	85,609		106,593
Payable for investments purchased and other liabilities	95,642		42,929
Total liabilities	2,274,923		2,821,885
MEMBERS’ EQUITY
Members’ Equity	2,393,832		2,709,680
Total members’ equity	2,393,832		2,709,680
Total liabilities and members’ equity	$	4,668,755	$	5,531,565

208

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 nine months ended September 30, 2024 and September 30, 2023 (Unaudited):

	Three Months Ended September 30,				Nine Months Ended September 30,
	2024		2023		2024		2023
Investment income:
Interest income	$	123,360	$	164,464	$	413,396	$	486,577
Payment-in-kind interest income	2,066		1,665		5,713		5,127
Dividend income	3		49		19		394
Other income	—		73		604		1,507
Total investment income	125,429		166,251		419,732		493,605
Expenses:
Interest expense	43,758		62,213		141,886		179,728
Other expenses	541		933		1,603		3,801
Total expenses	44,299		63,146		143,489		183,529
Net investment income before taxes	81,130		103,105		276,243		310,076
Tax expense	—		—		—		—
Net investment income after taxes	81,130		103,105		276,243		310,076
Net realized and change in unrealized gain (loss):
Net change in unrealized gain (loss) on investments and foreign currency	(48,847)		30,618		(68,702)		68,374
Net realized gain (loss) on investments and foreign currency	6,785		(1,623)		10,972		(7,767)
Total net realized and change in unrealized gain (loss)	(42,062)		28,995		(57,730)		60,607
Net increase (decrease) in net assets resulting from operations	$	39,068	$	132,100	$	218,513	$	370,683

209

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 September 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 September 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 September 30, 2024 and December 31, 2023.

210

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

BCRED Verdelite JV LP Condensed Consolidated Schedule of Investments September 30, 2024 (in thousands) (Unaudited)
Investments (1)(19)	Footnotes	Reference Rate and Spread (2)		Interest Rate (2)(15)	Acquisition Date	Maturity Date	Par Amount/Units (1)		Cost (3)		Fair Value		% of Net Assets
First Lien
Aerospace & Defense
Dynasty Acquisition Co, Inc.	(8)	SOFR +	3.50%	8.35%	3/20/2024	8/24/2028	$	2,978	$	2,978	$	2,983	2.03	%
KBR, Inc.	(8)	SOFR +	2.00%	6.85%	8/14/2024	1/17/2031	506		506		506		0.34
Ovation Parent, Inc.	(10)	SOFR +	3.50%	8.10%	4/19/2024	3/27/2031	935		933		940		0.64
Peraton Corp.	(10)	SOFR +	3.75%	8.70%	11/16/2022	2/1/2028	4,993		4,939		4,816		3.28
TransDigm Inc	(8)	SOFR +	2.50%	7.10%	11/28/2023	2/28/2031	4,968		4,971		4,955		3.38
Vertex Aerospace Services Corp.	(10)	SOFR +	2.75%	7.60%	11/16/2022	12/6/2030	5,588		5,564		5,591		3.81
									19,891		19,791		13.48
Air Freight & Logistics
Savage Enterprises, LLC	(9)	SOFR +	3.00%	7.85%	11/16/2022	9/15/2028	154		154		154		0.10
Airlines
American Airlines, Inc.	(8)	SOFR +	2.75%	7.96%	2/15/2023	2/15/2028	2,970		2,946		2,967		2.02
American Airlines, Inc.	(8)	SOFR +	1.75%	6.45%	11/16/2022	1/29/2027	500		499		498		0.34
KKR Apple Bidco, LLC	(9)	SOFR +	2.75%	7.71%	11/16/2022	9/23/2028	1,980		1,971		1,979		1.35
United Airlines, Inc.	(8)	SOFR +	2.75%	8.03%	2/22/2024	2/22/2031	2,744		2,731		2,752		1.88
									8,147		8,196		5.59
Auto Components
Belron Finance US, LLC	(9)	SOFR +	2.25%	7.63%	1/16/2024	4/18/2029	752		749		753		0.51
Clarios Global LP	(8)	SOFR +	2.50%	7.35%	7/16/2024	5/6/2030	2,965		2,965		2,970		2.02
First Brands Group, LLC	(11)	SOFR +	5.00%	10.51%	12/15/2022	3/30/2027	3,751		3,703		3,718		2.54
									7,417		7,441		5.07
Beverages
Triton Water Holdings, Inc.	(9)	SOFR +	3.25%	8.12%	11/16/2022	3/31/2028	3,432		3,291		3,430		2.34
Biotechnology
Grifols Worldwide Operations USA Inc	(8)	SOFR +	2.00%	7.40%	11/16/2022	11/15/2027	3,114		3,100		3,032		2.07
Broadline Retail
Peer USA, LLC	(8)	SOFR +	3.00%	7.60%	6/26/2024	6/20/2031	1,943		1,946		1,951		1.33
Building Products
Cornerstone Building Brands, Inc.	(9)	SOFR +	3.25%	8.45%	11/16/2022	4/12/2028	3,959		3,902		3,884		2.65
Griffon Corporation	(8)	SOFR +	2.00%	6.85%	6/26/2024	1/24/2029	3,485		3,493		3,495		2.38
Gulfside Supply Inc	(8)	SOFR +	3.00%	8.29%	6/17/2024	6/17/2031	662		661		663		0.45
LBM Acquisition, LLC	(10)	SOFR +	3.75%	8.97%	6/6/2024	5/31/2031	6,006		5,948		5,899		4.02
MIWD Holdco II, LLC	(8)	SOFR +	3.50%	8.35%	3/28/2024	3/21/2031	2,059		2,049		2,065		1.41
Oscar Acquisitionco, LLC	(9)	SOFR +	4.25%	8.85%	11/16/2022	4/29/2029	2,426		2,431		2,400		1.64
Resideo Funding Inc	(8)	SOFR +	2.00%	7.30%	6/14/2024	6/13/2031	549		549		550		0.38
Standard Industries Inc	(9)	SOFR +	2.00%	6.92%	11/16/2022	9/22/2028	1,102		1,102		1,105		0.75
Tamko Building Products, LLC	(8)	SOFR +	3.25%	8.17%	9/20/2023	9/20/2030	2,628		2,630		2,637		1.80
The Chamberlain Group, Inc.	(9)	SOFR +	3.25%	8.20%	11/16/2022	11/3/2028	4,520		4,356		4,501		3.07
									27,121		27,199		18.55

211

BCRED Verdelite JV LP Condensed Consolidated Schedule of Investments September 30, 2024 (in thousands) (Unaudited)
Investments (1)(19)	Footnotes	Reference Rate and Spread (2)		Interest Rate (2)(15)	Acquisition Date	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%	8.96%	11/16/2022	7/27/2028	$	3,527	$	3,437	$	3,536	2.41	%
Aretec Group, Inc.	(8)	SOFR +	4.00%	8.85%	5/29/2024	8/9/2030	4,403		4,403		4,319		2.94
Citco Funding, LLC	(9)	SOFR +	2.75%	7.31%	6/13/2024	4/27/2028	990		989		997		0.68
GTCR Everest Borrower, LLC	(8)	SOFR +	3.00%	7.60%	9/5/2024	9/5/2031	1,445		1,442		1,430		0.98
Osaic Holdings Inc	(8)	SOFR +	4.00%	8.85%	3/19/2024	8/17/2028	4,328		4,327		4,287		2.92
Kestra Advisor Services Holdings A, Inc.	(8)	SOFR +	4.00%	9.06%	5/6/2024	3/19/2031	1,486		1,482		1,492		1.02
The Edelman Financial Engines Center, LLC	(8)	SOFR +	3.25%	8.10%	6/5/2024	4/7/2028	3,880		3,880		3,877		2.64
									19,960		19,938		13.59
Chemicals
CI Maroon Holdings, LLC	(8)	SOFR +	4.00%	8.70%	3/28/2024	3/3/2031	898		893		903		0.62
Nouryon USA, LLC	(8)	SOFR +	3.50%	8.63%	4/26/2024	4/3/2028	3,767		3,767		3,779		2.58
									4,660		4,682		3.20
Commercial Services & Supplies
Access CIG, LLC	(9)	SOFR +	5.00%	10.25%	8/18/2023	8/18/2028	4,449		4,297		4,474		3.05
Allied Universal Holdco, LLC	(9)	SOFR +	3.75%	8.70%	11/16/2022	5/12/2028	4,430		4,346		4,392		2.99
Anticimex, Inc.	(9)	SOFR +	3.15%	8.48%	11/16/2022	11/16/2028	4,365		4,324		4,367		2.98
APX Group, Inc.	(9)	SOFR +	2.75%	8.03%	11/16/2022	7/10/2028	3,277		3,174		3,282		2.24
Asplundh Tree Expert, LLC	(8)	SOFR +	1.75%	6.60%	5/23/2024	5/23/2031	1,345		1,342		1,348		0.92
Belfor Holdings Inc	(9)	SOFR +	3.75%	8.60%	11/3/2023	11/1/2030	1,010		1,002		1,016		0.69
Brightview Landscapes, LLC	(9)	SOFR +	2.50%	7.75%	5/28/2024	4/20/2029	149		149		149		0.10
EAB Global, Inc.	(9)	SOFR +	3.25%	8.10%	11/16/2022	8/16/2028	8,833		8,738		8,812		6.01
Foundational Education Group, Inc.	(9)	SOFR +	3.75%	9.26%	11/16/2022	8/31/2028	2,487		2,400		2,409		1.64
Garda World Security Corp.	(8)	SOFR +	3.50%	8.60%	8/6/2024	2/1/2029	3,827		3,827		3,831		2.61
GFL Environmental, Inc.	(9)	SOFR +	2.00%	7.32%	7/3/2024	7/3/2031	833		831		833		0.57
OMNIA Partners, LLC	(8)	SOFR +	3.25%	8.53%	1/26/2024	7/25/2030	2,387		2,365		2,396		1.63
Prime Security Services Borrower, LLC	(8)	SOFR +	2.25%	7.45%	4/15/2024	10/13/2030	4,263		4,263		4,263		2.91
TRC Companies, Inc (fka Bolt Infrastructure Merger Sub, Inc.)	(9)	SOFR +	3.75%	8.71%	11/16/2022	12/8/2028	4,515		4,435		4,519		3.08
Vaco Holdings, Inc.	(10)	SOFR +	5.00%	9.95%	11/16/2022	1/21/2029	2,324		2,279		2,287		1.56
									47,772		48,378		32.98

212

BCRED Verdelite JV LP Condensed Consolidated Schedule of Investments September 30, 2024 (in thousands) (Unaudited)
Investments (1)(19)	Footnotes	Reference Rate and Spread (2)		Interest Rate (2)(15)	Acquisition Date	Maturity Date	Par Amount/Units (1)		Cost (3)		Fair Value		% of Net Assets
First Lien Debt (continued)
Construction & Engineering
Artera Services, LLC	(8)	SOFR +	4.50%	9.10%	2/9/2024	2/15/2031	$	468	$	465	$	458	0.31	%
Azuria Water Solutions Inc	(10)	SOFR +	3.75%	8.60%	7/23/2024	5/17/2028	2,971		2,971		2,987		2.04
Groundworks, LLC	(7)(8)	SOFR +	3.50%	8.60%	3/14/2024	3/14/2031	1,647		1,631		1,637		1.12
Refficiency Holdings, LLC	(10)	SOFR +	3.50%	8.45%	11/16/2022	12/16/2027	4,417		4,375		4,440		3.03
Touchdown Acquirer, Inc.	(8)	SOFR +	3.25%	7.85%	8/21/2024	2/21/2031	1,399		1,399		1,399		0.95
									10,841		10,921		7.45
Consumer Finance
CPI Holdco B, LLC	(8)	SOFR +	2.00%	6.85%	5/17/2024	5/17/2031	1,204		1,201		1,199		0.82
Containers & Packaging
Altium Packaging, LLC	(8)	SOFR +	2.50%	7.35%	6/11/2024	6/11/2031	534		534		532		0.36
Anchor Packaging, LLC	(8)	SOFR +	3.75%	8.60%	5/7/2024	7/18/2029	748		746		752		0.51
Berlin Packaging, LLC	(8)	SOFR +	3.75%	8.95%	6/7/2024	6/7/2031	4,477		4,467		4,479		3.05
Clydesdale Acquisition Holdings, Inc.	(9)	SOFR +	3.18%	8.02%	11/16/2022	4/13/2029	3,136		3,088		3,124		2.13
Graham Packaging Co, Inc.	(8)	SOFR +	2.50%	7.35%	7/31/2024	8/4/2027	2,667		2,667		2,667		1.82
ProAmpac PG Borrower, LLC	(10)	SOFR +	4.00%	9.30%	4/9/2024	9/15/2028	5,072		5,072		5,085		3.47
Ring Container Technologies Group, LLC	(9)	SOFR +	2.75%	7.60%	7/19/2024	8/12/2028	2,112		2,112		2,113		1.44
SupplyOne, Inc.	(8)	SOFR +	4.25%	9.10%	4/19/2024	4/19/2031	1,704		1,696		1,711		1.17
TricorBraun Holdings, Inc.	(9)	SOFR +	3.25%	8.21%	11/16/2022	3/3/2028	4,513		4,403		4,433		3.02
Trident TPI Holdings, Inc.	(9)	SOFR +	4.00%	8.60%	4/1/2024	9/15/2028	4,419		4,419		4,431		3.02
									29,204		29,327		19.99
Diversified Consumer Services
Ascend Learning, LLC	(9)	SOFR +	3.50%	8.45%	11/16/2022	12/11/2028	4,125		4,007		4,111		2.80
Bright Horizons Family Solutions, LLC	(9)	SOFR +	2.25%	7.21%	11/16/2022	11/24/2028	3,482		3,486		3,486		2.38
Caliber Collision	(8)	SOFR +	3.25%	7.85%	7/30/2024	1/30/2031	2,007		2,007		2,007		1.37
Cengage Learning, Inc.	(11)	SOFR +	4.25%	9.54%	3/22/2024	3/22/2031	1,958		1,940		1,965		1.34
Element Materials Technology Group US Holdings Inc.	(9)	SOFR +	3.75%	8.35%	11/16/2022	7/6/2029	2,970		2,914		2,981		2.03
Imagine Learning, LLC	(9)	SOFR +	3.50%	8.35%	2/1/2024	12/21/2029	1,990		1,981		1,991		1.36
Mckissock Investment Holdings, LLC	(10)	SOFR +	5.00%	10.45%	11/16/2022	3/12/2029	4,215		4,118		4,228		2.88
Mister Car Wash Holdings, Inc.	(8)	SOFR +	3.00%	7.85%	3/27/2024	3/21/2031	773		773		775		0.53
Pre-Paid Legal Services, Inc.	(9)	SOFR +	3.75%	8.71%	11/16/2022	12/15/2028	3,273		3,229		3,274		2.23
Spring Education Group, Inc.	(8)	SOFR +	4.00%	8.60%	9/29/2023	9/29/2030	3,396		3,323		3,425		2.33
University Support Services, LLC	(9)	SOFR +	2.75%	7.60%	11/16/2022	2/10/2029	3,824		3,789		3,818		2.60
									31,567		32,061		21.85

213

BCRED Verdelite JV LP Condensed Consolidated Schedule of Investments September 30, 2024 (in thousands) (Unaudited)
Investments (1)(19)	Footnotes	Reference Rate and Spread (2)		Interest Rate (2)(15)	Acquisition Date	Maturity Date	Par Amount/Units (1)		Cost (3)		Fair Value		% of Net Assets
First Lien Debt (continued)
Diversified REITs
Iron Mountain Information Management, LLC	(8)	SOFR +	2.00%	6.85%	12/28/2023	1/31/2031	$	853	$	848	$	850	0.58	%
Diversified Telecommunication Services
Coral-US Co-Borrower, LLC.	(8)	SOFR +	2.25%	7.46%	11/16/2022	1/31/2028	2,450		2,426		2,425		1.65
Lorca Co-Borrower, LLC	(9)	SOFR +	3.50%	8.10%	4/30/2024	3/25/2031	995		993		999		0.68
Zacapa, LLC	(9)	SOFR +	4.00%	8.60%	11/16/2022	3/22/2029	4,514		4,429		4,528		3.09
									7,848		7,952		5.42
Electric Utilities
NRG Energy, Inc.	(8)	SOFR +	2.00%	7.26%	4/16/2024	3/27/2031	1,769		1,765		1,774		1.21
Sabre Industries Inc	(9)	SOFR +	3.25%	8.20%	11/16/2022	6/1/2028	1,934		1,922		1,927		1.31
Vistra Operations Co, LLC	(8)	SOFR +	2.00%	6.85%	11/16/2022	12/20/2030	2,627		2,604		2,630		1.79
									6,291		6,331		4.31
Electrical Equipment
Generac Power Systems Inc	(8)	SOFR +	1.75%	6.95%	7/3/2024	6/12/2031	3,799		3,794		3,819		2.60
Madison IAQ, LLC	(9)	SOFR +	2.75%	7.89%	11/16/2022	6/21/2028	4,218		4,108		4,219		2.88
									7,902		8,038		5.48
Electronic Equipment, Instruments & Components
Celestica Inc.	(4)(8)	SOFR +	1.75%	6.61%	6/20/2024	6/20/2031	3,491		3,491		3,496		2.38
Infinite Bidco, LLC	(9)	SOFR +	3.75%	9.26%	11/16/2022	3/2/2028	2,646		2,575		2,574		1.76
Modena Buyer, LLC	(8)	SOFR +	4.50%	9.10%	7/1/2024	7/1/2031	3,500		3,430		3,359		2.29
									9,496		9,429		6.43
Energy Equipment & Services
Ursa Minor US Bidco, LLC	(8)	SOFR +	3.50%	8.10%	3/26/2024	2/24/2031	1,190		1,187		1,193		0.81
Entertainment
Live Nation Entertainment Inc	(8)	SOFR +	1.75%	6.81%	11/16/2022	10/19/2026	3,482		3,486		3,484		2.38
Financial Services
Mitchell International, Inc.	(9)	SOFR +	3.25%	8.10%	6/17/2024	6/17/2031	4,942		4,918		4,875		3.32
Paysafe Holdings US Corp	(9)	SOFR +	2.75%	7.71%	11/16/2022	6/28/2028	1,977		1,968		1,968		1.34
Planet US Buyer, LLC	(8)	SOFR +	3.50%	8.60%	2/9/2024	1/31/2031	1,022		1,020		1,025		0.70
Solera, LLC	(9)(18)	SOFR +	4.00%	9.51%	11/16/2022	6/2/2028	2,263		2,194		2,228		1.52
									10,100		10,096		6.88

214

BCRED Verdelite JV LP Condensed Consolidated Schedule of Investments September 30, 2024 (in thousands) (Unaudited)
Investments (1)(19)	Footnotes	Reference Rate and Spread (2)		Interest Rate (2)(15)	Acquisition Date	Maturity Date	Par Amount/Units (1)		Cost (3)		Fair Value		% of Net Assets
First Lien Debt (continued)
Food Products
CHG PPC Parent, LLC	(9)	SOFR +	2.75%	7.71%	11/16/2022	12/8/2028	$	2,954	$	2,887	$	2,950	2.01	%
Saratoga Food Specialties, LLC	(8)	SOFR +	3.75%	8.70%	3/7/2024	3/7/2029	721		718		725		0.49
									3,605		3,675		2.50
Ground Transportation
Genesee & Wyoming Inc	(8)	SOFR +	2.00%	6.60%	4/10/2024	4/10/2031	4,324		4,304		4,318		2.94
Health Care Equipment & Supplies
Auris Luxembourg III S.à r.l.	(8)	SOFR +	4.25%	9.56%	4/8/2024	2/28/2029	3,093		3,079		3,098		2.11
Resonetics, LLC	(10)	SOFR +	3.75%	8.71%	6/18/2024	6/18/2031	3,565		3,557		3,574		2.44
									6,636		6,672		4.55
Health Care Providers & Services
Agiliti Health Inc	(8)	SOFR +	3.00%	8.33%	5/1/2023	5/1/2030	3,482		3,484		3,391		2.31
Concentra Health Services Inc	(4)(8)	SOFR +	2.25%	7.10%	7/26/2024	6/26/2031	2,143		2,140		2,142		1.46
Davita Inc	(8)	SOFR +	2.00%	6.85%	5/9/2024	5/9/2031	3,500		3,500		3,503		2.39
Ensemble RCM, LLC	(8)	SOFR +	3.00%	8.25%	1/30/2024	8/1/2029	940		931		943		0.64
Examworks Bidco, Inc.	(9)	SOFR +	3.00%	7.96%	11/16/2022	11/1/2028	3,766		3,712		3,776		2.57
Hunter US Bidco Inc.	(9)	SOFR +	4.25%	8.95%	11/16/2022	8/19/2028	1,000		994		996		0.68
MED ParentCo LP	(8)	SOFR +	4.00%	8.85%	4/15/2024	4/15/2031	1,195		1,189		1,198		0.82
Outcomes Group Holdings Inc	(8)	SOFR +	4.25%	9.10%	5/6/2024	5/6/2031	2,075		2,065		2,090		1.42
Pediatric Associates Holding Co., LLC	(9)	SOFR +	3.25%	8.76%	11/16/2022	12/29/2028	643		634		626		0.43
Surgery Centers Holdings, Inc.	(8)	SOFR +	2.75%	7.67%	6/20/2024	12/19/2030	1,038		1,038		1,040		0.71
									19,687		19,705		13.43
Health Care Technology
athenahealth, Inc.	(9)	SOFR +	3.25%	8.10%	11/16/2022	2/15/2029	4,504		4,270		4,483		3.06
Cotiviti, Inc.	(8)	SOFR +	3.25%	8.45%	5/1/2024	5/1/2031	5,205		5,180		5,208		3.55
Gainwell Acquisition Corp.	(10)	SOFR +	4.00%	8.70%	11/16/2022	10/1/2027	1,979		1,927		1,889		1.29
Waystar Technologies, Inc.	(8)	SOFR +	2.75%	7.60%	6/27/2024	10/22/2029	2,069		2,069		2,073		1.41
									13,446		13,653		9.31

215

BCRED Verdelite JV LP Condensed Consolidated Schedule of Investments September 30, 2024 (in thousands) (Unaudited)
Investments (1)(19)	Footnotes	Reference Rate and Spread (2)		Interest Rate (2)(15)	Acquisition Date	Maturity Date	Par Amount/Units (1)		Cost (3)		Fair Value		% of Net Assets
First Lien Debt (continued)
Hotels, Restaurants & Leisure
Alterra Mountain Company	(8)	SOFR +	3.25%	8.10%	4/1/2024	8/17/2028	$	2,291	$	2,291	$	2,299	1.57	%
Caesars Entertainment, Inc.	(9)	SOFR +	2.75%	7.60%	2/6/2024	2/6/2031	2,811		2,805		2,815		1.92
Caesars Entertainment, Inc.	(9)	SOFR +	2.75%	7.60%	2/6/2023	2/6/2030	1,542		1,530		1,545		1.05
Carnival Finance, LLC	(10)	SOFR +	2.75%	7.60%	4/25/2024	10/18/2028	2,321		2,321		2,328		1.59
Cedar Fair, L.P.	(8)	SOFR +	2.00%	6.85%	5/1/2024	5/1/2031	726		724		726		0.49
FanDuel Group Financing, LLC.	(9)	SOFR +	2.00%	6.60%	11/24/2023	11/25/2030	2,405		2,400		2,411		1.64
Fertitta Entertainment, LLC	(9)	SOFR +	3.75%	8.85%	11/16/2022	1/27/2029	4,140		4,075		4,134		2.82
GVC Finance, LLC	(9)	SOFR +	2.75%	8.01%	5/8/2024	10/31/2029	3,383		3,391		3,388		2.31
Hilton Grand Vacations Borrower, LLC	(8)	SOFR +	2.25%	7.10%	1/17/2024	1/17/2031	712		711		708		0.48
IRB Holding Corp.	(10)	SOFR +	2.75%	7.70%	1/22/2024	12/15/2027	4,533		4,533		4,533		3.09
LC Ahab US Bidco, LLC	(8)	SOFR +	3.50%	8.35%	5/1/2024	5/1/2031	672		668		675		0.46
Marriott Ownership Resorts Inc	(8)	SOFR +	2.25%	7.10%	4/1/2024	4/1/2031	3,135		3,157		3,133		2.14
Mic Glen, LLC	(9)	SOFR +	3.50%	8.46%	11/16/2022	7/21/2028	3,356		3,274		3,363		2.29
New Red Finance, Inc.	(8)	SOFR +	1.75%	6.60%	6/16/2024	9/12/2030	921		919		913		0.62
Ovg Business Services, LLC	(8)	SOFR +	3.00%	7.85%	6/25/2024	6/25/2031	1,512		1,505		1,507		1.03
Scientific Games Holdings LP	(9)	SOFR +	3.00%	8.32%	6/11/2024	4/4/2029	2,985		2,985		2,971		2.03
Tacala Investment Corp.	(10)	SOFR +	4.00%	9.25%	9/26/2024	1/31/2031	1,605		1,604		1,609		1.10
Whatabrands, LLC	(9)	SOFR +	2.75%	7.60%	5/14/2024	8/3/2028	4,518		4,518		4,516		3.08
									43,411		43,574		29.71
Household Durables
AI Aqua Merger Sub, Inc.	(9)	SOFR +	3.50%	8.70%	11/16/2022	7/31/2028	4,276		4,182		4,276		2.92
Household Products
Energizer Holdings Inc	(8)	SOFR +	2.00%	6.92%	5/29/2024	12/22/2027	751		751		753		0.51
Insurance
AmWINS Group Inc	(10)	SOFR +	2.25%	7.21%	11/16/2022	2/19/2028	744		743		744		0.51
AssuredPartners, Inc.	(9)	SOFR +	3.50%	8.35%	2/16/2024	2/14/2031	4,916		4,908		4,917		3.35
Baldwin Risk Partners, LLC	(8)	SOFR +	3.25%	8.10%	5/24/2024	5/26/2031	4,019		4,009		4,029		2.75
BroadStreet Partners, Inc.	(8)	SOFR +	3.25%	8.10%	6/14/2024	6/14/2031	4,582		4,577		4,569		3.12
HUB International, Ltd.	(10)	SOFR +	3.00%	8.26%	7/30/2024	6/20/2030	670		670		670		0.46
Hyperion Refinance S.à r.l.	(9)	SOFR +	3.50%	8.35%	2/15/2024	2/15/2031	1,985		1,976		1,989		1.36
Hyperion Refinance S.à r.l.	(9)	SOFR +	3.50%	8.35%	8/2/2024	4/18/2030	2,405		2,405		2,409		1.64
OneDigital Borrower, LLC	(9)	SOFR +	3.25%	8.10%	7/2/2024	6/13/2031	1,126		1,121		1,119		0.76
USI, Inc.	(8)	SOFR +	2.75%	7.35%	5/30/2024	9/29/2030	1,005		1,005		1,003		0.68
USI, Inc.	(8)	SOFR +	2.75%	7.35%	6/21/2024	11/22/2029	452		452		451		0.31
									21,866		21,900		14.94

216

BCRED Verdelite JV LP Condensed Consolidated Schedule of Investments September 30, 2024 (in thousands) (Unaudited)
Investments (1)(19)	Footnotes	Reference Rate and Spread (2)		Interest Rate (2)(15)	Acquisition Date	Maturity Date	Par Amount/Units (1)		Cost (3)		Fair Value		% of Net Assets
First Lien Debt (continued)
Interactive Media & Services
Project Boost Purchaser, LLC	(8)	SOFR +	3.50%	8.79%	7/16/2024	7/16/2031	$	4,027	$	4,018	$	4,030	2.75	%
TripAdvisor, Inc.	(8)	SOFR +	2.75%	7.60%	7/8/2024	7/8/2031	2,392		2,386		2,391		1.63
									6,404		6,421		4.38
IT Services
Ahead DB Holdings, LLC	(10)	SOFR +	3.50%	8.10%	8/2/2024	2/1/2031	3,373		3,368		3,381		2.31
Chrysaor Bidco S.à r.l.	(7)(9)	SOFR +	3.50%	8.62%	7/17/2024	5/14/2031	771		771		776		0.53
Dcert Buyer, Inc.	(8)	SOFR +	4.00%	8.85%	11/16/2022	10/16/2026	2,052		2,018		1,996		1.36
Fortress Intermediate 3 Inc	(8)	SOFR +	3.75%	8.60%	6/27/2024	6/27/2031	2,500		2,493		2,498		1.70
Newfold Digital Holdings Group Inc	(10)	SOFR +	3.50%	8.81%	11/16/2022	2/10/2028	3,044		2,892		2,699		1.84
ThoughtWorks, Inc.	(9)	SOFR +	2.75%	8.10%	11/16/2022	3/24/2028	2,307		2,269		2,284		1.56
Virtusa Corp.	(10)	SOFR +	3.25%	8.10%	6/21/2024	2/15/2029	5,007		5,007		5,011		3.42
World Wide Technology Holding Co, LLC	(4)(9)	SOFR +	2.75%	7.81%	3/14/2024	3/1/2030	898		898		901		0.61
									19,716		19,546		13.33
Leisure Products
Amer Sports Co	(8)	SOFR +	3.25%	8.35%	2/16/2024	2/17/2031	246		245		247		0.17
Motion Finco, LLC	(8)	SOFR +	3.50%	8.10%	2/5/2024	11/12/2029	2,538		2,527		2,446		1.67
									2,772		2,693		1.84
Life Sciences Tools & Services
IQVIA Inc	(8)	SOFR +	2.00%	6.60%	11/28/2023	1/2/2031	434		434		437		0.30
LSCS Holdings, Inc.	(9)	SOFR +	4.50%	9.46%	11/16/2022	12/16/2028	2,437		2,367		2,436		1.66
Packaging Coordinators Midco, Inc.	(10)	SOFR +	3.25%	8.10%	5/28/2024	11/30/2027	3,541		3,541		3,544		2.42
PAREXEL International Inc/Wilmington	(9)	SOFR +	3.00%	7.85%	7/25/2024	11/15/2028	2,855		2,855		2,859		1.95
									9,197		9,276		6.33
Machinery
American Trailer World Corp	(10)	SOFR +	3.75%	8.70%	11/16/2022	3/3/2028	2,450		2,408		2,225		1.52
Chart Industries, Inc.	(4)(9)	SOFR +	2.50%	7.82%	7/2/2024	3/16/2030	2,289		2,289		2,288		1.56
Innio North America Holding, Inc.	(8)	SOFR +	3.25%	8.54%	7/12/2024	11/2/2028	673		673		677		0.46
SPX Flow, Inc.	(9)	SOFR +	3.50%	8.35%	6/20/2024	4/5/2029	3,014		3,014		3,021		2.06
LSF11 Trinity Bidco, Inc.	(4)(8)	SOFR +	3.50%	8.42%	9/3/2024	6/14/2030	2,322		2,322		2,328		1.59
Pro Mach Group, Inc.	(11)	SOFR +	3.50%	8.35%	6/6/2024	8/31/2028	3,739		3,739		3,756		2.56
TK Elevator U.S. Newco, Inc.	(9)	SOFR +	3.50%	8.59%	3/14/2024	4/30/2030	4,351		4,341		4,364		2.98
									18,786		18,659		12.73

217

BCRED Verdelite JV LP Condensed Consolidated Schedule of Investments September 30, 2024 (in thousands) (Unaudited)
Investments (1)(19)	Footnotes	Reference Rate and Spread (2)		Interest Rate (2)(15)	Acquisition Date	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%	10.60%	4/30/2024	10/30/2029	$	1,301	$	1,276	$	1,313	0.89	%
Cable One Inc.	(8)	SOFR +	2.00%	6.96%	11/16/2022	5/3/2028	2,437		2,429		2,377		1.62
Cogeco Communications Finance USA LP	(9)	SOFR +	2.50%	7.46%	9/29/2023	9/1/2028	2,444		2,387		2,405		1.64
Directv Financing, LLC	(10)	SOFR +	5.25%	10.21%	1/24/2024	8/2/2029	1,709		1,704		1,685		1.15
Fleet US Bidco, Inc.	(8)	SOFR +	2.75%	7.58%	8/15/2024	2/21/2031	664		664		664		0.45
Virgin Media Bristol, LLC	(8)	SOFR +	3.25%	8.66%	3/2/2023	3/31/2031	2,727		2,705		2,608		1.78
									11,165		11,052		7.53
Metals & Mining
Arsenal AIC Parent, LLC	(8)	SOFR +	3.25%	8.10%	8/21/2024	8/18/2030	639		639		639		0.44
Mortgage Real Estate Investment Trusts (REITs)
Blackstone Mortgage Trust Inc	(9)	SOFR +	3.50%	8.35%	11/16/2022	5/9/2029	2,438		2,355		2,401		1.64
Oil, Gas & Consumable Fuels
AL GCX Holdings, LLC	(9)	SOFR +	2.75%	7.87%	11/16/2022	5/17/2029	2,571		2,565		2,580		1.76
Buckeye Partners LP	(8)	SOFR +	2.00%	6.96%	2/6/2024	11/1/2026	3,273		3,277		3,274		2.23
Freeport LNG Investments, LLLP	(9)	SOFR +	3.50%	9.04%	11/16/2022	12/21/2028	2,977		2,951		2,954		2.01
GIP Pilot Acquisition Partners LP	(8)	SOFR +	2.50%	7.82%	5/22/2024	10/4/2030	1,116		1,116		1,120		0.76
									9,909		9,928		6.76
Pharmaceuticals
Elanco Animal Health Inc	(8)	SOFR +	1.75%	7.05%	11/16/2022	8/1/2027	2,381		2,382		2,378		1.62

218

BCRED Verdelite JV LP Condensed Consolidated Schedule of Investments September 30, 2024 (in thousands) (Unaudited)
Investments (1)(19)	Footnotes	Reference Rate and Spread (2)		Interest Rate (2)(15)	Acquisition Date	Maturity Date	Par Amount/Units (1)		Cost (3)		Fair Value		% of Net Assets
First Lien Debt (continued)
Professional Services
AlixPartners, LLP	(9)	SOFR +	2.50%	7.46%	11/16/2022	2/4/2028	$	1,364	$	1,356	$	1,367	0.93	%
Ankura Consulting Group, LLC	(10)	SOFR +	4.25%	9.56%	2/2/2024	3/17/2028	1,142		1,142		1,147		0.78
APFS Staffing Holdings, Inc.	(9)	SOFR +	4.00%	8.85%	11/16/2022	12/29/2028	3,835		3,760		3,754		2.56
Camelot US Acquisition, LLC.	(8)	SOFR +	2.75%	7.60%	1/31/2024	1/31/2031	2,889		2,882		2,888		1.97
Cast & Crew Payroll, LLC	(9)	SOFR +	3.75%	8.60%	11/16/2022	12/29/2028	1,910		1,901		1,916		1.31
Deerfield Dakota Holding, LLC	(11)	SOFR +	3.75%	8.35%	11/16/2022	4/9/2027	3,743		3,682		3,672		2.50
Eisner Advisory Group, LLC	(9)	SOFR +	4.00%	8.85%	2/28/2024	2/28/2031	1,208		1,197		1,213		0.83
EP Purchaser, LLC	(9)	SOFR +	3.50%	8.37%	11/16/2022	11/6/2028	485		468		487		0.33
Genuine Financial Holdings, LLC	(8)	SOFR +	4.00%	8.85%	6/28/2024	9/27/2030	5,955		5,904		5,925		4.04
Grant Thornton Advisors, LLC	(8)	SOFR +	3.25%	8.10%	5/31/2024	6/2/2031	2,378		2,378		2,384		1.63
Inmar, Inc.	(11)	SOFR +	5.50%	10.35%	6/21/2023	5/1/2026	2,058		2,018		2,064		1.41
Mercury Borrower, Inc.	(9)	SOFR +	3.50%	8.46%	11/16/2022	8/2/2028	3,617		3,550		3,621		2.47
Mermaid Bidco, Inc.	(8)	SOFR +	3.25%	8.49%	7/1/2024	6/27/2031	2,579		2,576		2,579		1.76
Ryan, LLC	(7)(9)	SOFR +	3.50%	8.35%	11/9/2023	11/14/2030	2,228		2,198		2,207		1.50
Sedgwick Claims Management Services, Inc.	(8)	SOFR +	3.00%	8.25%	2/24/2023	7/31/2031	4,725		4,701		4,722		3.22
Soliant Lower Intermediate, LLC	(8)	SOFR +	3.75%	8.60%	7/18/2024	7/18/2031	1,257		1,245		1,260		0.86
Trans Union, LLC.	(9)	SOFR +	2.00%	6.85%	1/30/2024	12/1/2028	4,527		4,533		4,530		3.09
VT Topco, Inc.	(9)	SOFR +	3.50%	8.35%	4/3/2024	8/9/2030	1,029		1,029		1,033		0.70
									46,520		46,769		31.89
Real Estate Management & Development
Cushman & Wakefield US Borrower, LLC	(4)(9)	SOFR +	3.00%	7.85%	6/18/2024	1/31/2030	1,750		1,752		1,752		1.19
Cushman & Wakefield US Borrower, LLC	(9)	SOFR +	3.00%	7.85%	9/25/2024	1/31/2030	1,708		1,708		1,711		1.17
									3,460		3,463		2.36

219

BCRED Verdelite JV LP Condensed Consolidated Schedule of Investments September 30, 2024 (in thousands) (Unaudited)
Investments (1)(19)	Footnotes	Reference Rate and Spread (2)		Interest Rate (2)(15)	Acquisition Date	Maturity Date	Par Amount/Units (1)		Cost (3)		Fair Value		% of Net Assets
First Lien Debt (continued)
Software
Applied Systems, Inc.	(8)	SOFR +	3.00%	7.60%	2/23/2024	2/24/2031	$	175	$	175	$	175	0.12	%
BEP Intermediate Holdco, LLC	(4)(8)	SOFR +	3.75%	8.60%	4/26/2024	4/25/2031	743		740		747		0.51
Boost Newco Borrower, LLC	(8)	SOFR +	2.50%	7.10%	8/1/2024	1/31/2031	5,835		5,835		5,845		3.98
Boxer Parent Company, Inc.	(8)	SOFR +	3.75%	9.01%	7/30/2024	7/30/2031	4,766		4,754		4,762		3.25
Cloud Software Group, Inc.	(9)	SOFR +	4.50%	9.10%	3/22/2024	3/21/2031	1,419		1,409		1,424		0.97
Cloudera, Inc.	(9)	SOFR +	3.75%	8.70%	11/16/2022	10/8/2028	3,542		3,446		3,457		2.36
Conga Corp.	(10)	SOFR +	3.50%	8.56%	8/8/2024	5/8/2028	3,536		3,536		3,553		2.42
ConnectWise, LLC	(9)	SOFR +	3.50%	8.37%	11/16/2022	9/29/2028	3,503		3,413		3,505		2.39
Cornerstone OnDemand, Inc.	(9)	SOFR +	3.75%	8.71%	11/16/2022	10/16/2028	2,156		2,005		2,025		1.38
Delta Topco, Inc.	(8)	SOFR +	3.50%	8.20%	5/1/2024	12/1/2029	5,983		5,969		5,981		4.08
ECI Macola Max Holding, LLC	(10)	SOFR +	3.75%	8.35%	9/20/2024	5/9/2030	4,468		4,468		4,486		3.06
Ellucian Holdings, Inc.	(9)	SOFR +	3.50%	8.45%	2/29/2024	10/9/2029	3,273		3,269		3,285		2.24
Flash Charm, Inc.	(10)	SOFR +	3.50%	8.75%	6/11/2024	3/2/2028	3,866		3,856		3,795		2.59
Flexera Software, LLC	(10)	SOFR +	3.50%	8.46%	5/20/2024	3/3/2028	601		601		602		0.41
Gen Digital Inc	(9)	SOFR +	1.75%	6.60%	6/5/2024	9/12/2029	5,882		5,882		5,870		4.00
Genesys Cloud Services Holdings II, LLC	(10)	SOFR +	3.75%	8.60%	9/26/2024	12/1/2027	2,894		2,894		2,903		1.98
Go Daddy Operating Co, LLC	(8)	SOFR +	1.75%	6.60%	5/31/2024	5/30/2031	748		747		747		0.51
HS Purchaser, LLC	(10)	SOFR +	4.00%	8.95%	11/16/2022	11/19/2026	3,526		3,349		3,372		2.30
Instructure Holdings Inc	(9)	SOFR +	2.75%	8.07%	11/16/2022	10/30/2028	2,956		2,952		2,961		2.02
ION Trading Finance Ltd.	(8)	SOFR +	4.00%	9.02%	6/3/2024	4/1/2028	2,216		2,205		2,219		1.51
McAfee Corp.	(9)	SOFR +	3.25%	8.45%	5/31/2024	3/1/2029	3,537		3,537		3,529		2.41
Mitnick Purchaser, Inc.	(9)(18)	SOFR +	4.50%	9.85%	11/16/2022	5/2/2029	3,379		3,303		3,021		2.06
Planview Parent Inc	(8)	SOFR +	3.75%	8.35%	6/20/2024	12/17/2027	1,911		1,906		1,914		1.31
Project Alpha Intermediate Holding, Inc.	(9)	SOFR +	3.75%	9.00%	5/14/2024	10/28/2030	3,267		3,267		3,278		2.23
Proofpoint, Inc.	(9)	SOFR +	3.00%	7.85%	5/28/2024	8/31/2028	2,985		2,985		2,987		2.04
Quartz Acquireco, LLC	(8)	SOFR +	2.75%	7.35%	6/3/2024	6/28/2030	1,973		1,973		1,977		1.35
RealPage, Inc.	(9)	SOFR +	3.00%	7.96%	11/16/2022	4/24/2028	2,747		2,678		2,670		1.82
Rocket Software, Inc.	(9)	SOFR +	4.75%	9.60%	10/5/2023	11/28/2028	2,579		2,547		2,584		1.76
S2P Acquisition Borrower, Inc.	(8)	SOFR +	4.00%	9.16%	11/16/2022	8/14/2026	3,392		3,345		3,401		2.32
Skopima Consilio Parent, LLC	(9)	SOFR +	4.00%	8.96%	11/16/2022	5/12/2028	2,107		2,041		2,106		1.44
Skopima Consilio Parent, LLC	(9)	SOFR +	4.50%	9.46%	8/29/2023	5/12/2028	1,489		1,479		1,492		1.02
Sovos Compliance, LLC	(9)	SOFR +	4.50%	9.46%	11/16/2022	8/11/2028	3,528		3,478		3,531		2.41
Surf Holdings, LLC	(8)	SOFR +	3.50%	8.53%	11/16/2022	3/5/2027	3,526		3,501		3,539		2.41
Vision Solutions, Inc.	(10)	SOFR +	4.00%	9.51%	11/16/2022	4/24/2028	3,642		3,447		3,555		2.42
Webpros US Bidco, Inc.	(8)	SOFR +	4.00%	8.85%	3/28/2024	3/19/2031	652		650		655		0.45
XPLOR T1, LLC	(4)(8)	SOFR +	4.25%	8.85%	6/24/2024	6/24/2031	2,100		2,090		2,111		1.44
									103,732		104,064		70.97

220

BCRED Verdelite JV LP Condensed Consolidated Schedule of Investments September 30, 2024 (in thousands) (Unaudited)
Investments (1)(19)	Footnotes	Reference Rate and Spread (2)		Interest Rate (2)(15)	Acquisition Date	Maturity Date	Par Amount/Units (1)		Cost (3)		Fair Value		% of Net Assets
First Lien Debt (continued)
Specialty Retail
Apro, LLC.	(8)	SOFR +	3.75%	8.87%	7/9/2024	7/9/2031	$	3,952	$	3,942	$	3,970	2.71	%
CWGS Group, LLC	(10)	SOFR +	2.50%	7.47%	11/16/2022	6/3/2028	2,494		2,428		2,392		1.63
HomeServe USA Holding Corp	(8)	SOFR +	2.25%	7.21%	5/29/2024	10/21/2030	825		825		825		0.56
Mavis Tire Express Services Topco, Corp.	(10)	SOFR +	3.50%	8.35%	7/18/2024	5/4/2028	3,050		3,050		3,053		2.08
									10,245		10,240		6.98
Technology Hardware, Storage & Peripherals
Xerox Corp	(9)	SOFR +	4.00%	8.60%	11/17/2023	11/17/2029	2,388		2,360		2,383		1.62
Trading Companies & Distributors
American Builders & Contractors Supply Co, Inc.	(8)	SOFR +	1.75%	6.60%	1/31/2024	1/31/2031	681		681		683		0.47
Avolon TLB Borrower 1 US, LLC	(9)	SOFR +	2.00%	6.96%	6/22/2023	6/22/2028	2,737		2,717		2,746		1.87
Core & Main, LP	(8)	SOFR +	2.25%	7.11%	2/9/2024	2/9/2031	1,080		1,075		1,083		0.74
FCG Acquisitions, Inc.	(9)	SOFR +	3.75%	8.71%	11/16/2022	3/31/2028	7,091		6,980		7,101		4.84
FleetPride, Inc.	(9)	SOFR +	4.50%	9.35%	9/29/2023	9/29/2028	3,744		3,708		3,550		2.42
Foundation Building Materials, Inc.	(9)	SOFR +	3.25%	8.76%	11/16/2022	1/31/2028	2,969		2,945		2,898		1.98
Icebox Holdco III, Inc.	(9)	SOFR +	3.75%	8.62%	11/16/2022	12/22/2028	4,332		4,202		4,350		2.97
Johnstone Supply, LLC	(8)	SOFR +	3.00%	8.17%	5/16/2024	6/7/2031	1,298		1,295		1,296		0.88
Park River Holdings, Inc.	(10)	SOFR +	3.25%	8.84%	11/16/2022	12/28/2027	2,440		2,420		2,405		1.64
Sunsource Borrower, LLC	(8)	SOFR +	4.00%	8.95%	3/25/2024	3/25/2031	1,746		1,736		1,738		1.19
White Cap Buyer, LLC	(8)	SOFR +	3.25%	8.10%	6/13/2024	10/19/2029	4,585		4,574		4,557		3.11
Windsor Holdings III LLC	(8)	SOFR +	3.50%	8.46%	9/20/2024	8/1/2030	1,845		1,845		1,856		1.27
									34,178		34,263		23.38
Wireless Telecommunication Services
CCI Buyer, Inc.	(10)	SOFR +	4.00%	8.60%	11/16/2022	12/17/2027	4,315		4,274		4,314		2.94
Total First Lien Debt									669,412		672,088		458.25
Total Investment Portfolio									669,412		672,088		458.25
Cash and Cash Equivalents
Other Cash and Cash Equivalents									178,589		178,589		121.76
Total Portfolio Investments, Cash and Cash Equivalents									$	848,001	$	850,677	580.01	%

(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 September 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.

221

(2)Variable rate loans to the portfolio companies bear interest at a rate that is determined by reference to either Canadian Overnight Repo Rate Average (“CORRA” or “CA”), 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 September 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 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		(2)
Total unfunded commitments			$	1,134	$	(2)

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

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

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

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

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

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

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

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

(16)Reserved

(17)Reserved

(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.

(19)All securities are exempt from registration under the Securities Act of 1933, as amended (the “Securities Act”), and may be deemed to be “restricted securities.” As of September 30, 2024, the aggregate fair value of these securities is $672.1 million or 458.25% of the Company’s net assets. The initial acquisition dates have been included for such securities.

222

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

223

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

224

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

225

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

226

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

227

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 September 30, 2024 and December 31, 2023 (Unaudited):

	September 30, 2024		December 31, 2023
ASSETS
Investments at fair value (cost of $669,412 and $582,598 at September 30, 2024 and December 31, 2023, respectively)	$	672,088	$	591,886
Cash and cash equivalents	178,589		6,307
Interest receivable	3,801		2,777
Receivable for investments sold	9,310		3,574
Deferred financing costs	—		711
Total assets	$	863,788	$	605,255
LIABILITIES
Debt (net of unamortized debt issuance costs of $1,693 and $0 as at September 30, 2024 and December 31, 2023, respectively)	$	649,307	$	356,700
Distribution payable	34,075		21,310
Interest payable and other liabilities	33,731		79,513
Total liabilities	717,113		457,523
MEMBERS’ EQUITY
Members’ Equity	146,675		147,732
Total members’ equity	146,675		147,732
Total liabilities and members’ equity	$	863,788	$	605,255

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

	Three Months Ended September 30,				Nine Months Ended September 30,
	2024		2023		2024		2023
Investment income:
Interest income	$	16,260	$	10,965	$	45,080	$	32,578
Other income	—		62		22		176
Total investment income	16,260		11,027		45,102		32,754
Expenses:
Interest expense	11,271		6,478		27,162		17,604
Other expenses	41		474		150		624
Total expenses	11,312		6,952		27,312		18,228
Net investment income before taxes	4,948		4,075		17,790		14,526
Tax Expense	—		—		—		—
Net investment income after taxes	4,948		4,075		17,790		14,526
Net realized and change in unrealized gain (loss) on investments
Net change in unrealized gain (loss) on investments	(3,294)		2,313		(6,612)		11,183
Net realized gain (loss) on investments	413		724		530		2,152
Total net realized and change in unrealized gain (loss) on investments	(2,881)		3,037		(6,082)		13,335
Net increase (decrease) in net assets resulting from operations	$	2,067	$	7,112	$	11,708	$	27,861

231

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 September 30, 2024, except as discussed below.

October Subscriptions and Distribution Declaration

The Company received approximately $885.6 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 October 1, 2024.

On October 16, 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 or about November 27, 2024 to shareholders of record as of October 31, 2024.

November Subscriptions

Through the date of issuance of the condensed consolidated financial statements the Company received approximately $1,162.1 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 November 1, 2024.

Granite Peak Funding Facility Amendment

On October 3, 2024, Granite Peak Funding entered into the Third Amendment to the Credit and Security Agreement (the “Granite Peak Amendment”) to the Granite Peak Funding Facility. The Granite Peak Amendment provides for, among other things, a reduction in the commitments under the Granite Peak Funding Facility from $750 million to $500 million, a reduction in the margin applicable to advances from 2.35% to 2.05% per annum, an extension of the period during which Granite Peak Funding may make borrowings under the Granite Peak Funding Facility to October 5, 2026, an extension of the stated maturity date of the Granite Peak Funding Facility to April 5, 2028, and the payment of certain fees as agreed between Granite Peak Funding and the lenders.

Bard Peak Funding Facility Amendment

On October 8, 2024, Bard Peak Funding entered into the Fifth Amended and Restated Lender Fee Letter (the “Bard Peak Amendment”) to the Bard Peak Funding Facility. The Bard Peak Amendment provides for a reduction in the applicable margin on all outstanding advances from 2.15% to 2.00% per annum until May 15, 2027. From and after May 15, 2027, the applicable margin on all outstanding advances will increase to 2.50% per annum.

Middle Peak Funding Facility Amendment

On October 23, 2024, Middle Peak Funding entered into the Fourth Amendment to the Credit and Security Agreement (the “Middle Peak Amendment”) to the Middle Peak Funding Facility. The Middle Peak Amendment provides for the removal of the 0.15% Term SOFR Adjustment and a reduction in the applicable margin on advances from 2.07% to 1.97% per annum until December 28, 2026. From and after December 28, 2026, the applicable margin on advances will increase to 2.07% per annum.

Change of Adviser and Appointment of Sub-Adviser

On November 7, 2024, the Board of the Company approved the Adviser’s assignment of the Investment Advisory Agreement to Blackstone Private Credit Strategies LLC (the “New Adviser”) pursuant to Rule 2a-6 under the 1940 Act, effective January 1, 2025. The Board also approved the second amended and restated investment advisory agreement (the “Second A&R Investment Advisory Agreement”) to acknowledge such assignment. Accordingly, effective January 1, 2025, the New Adviser will become the Company’s investment adviser pursuant to the Second A&R Investment Advisory Agreement.

232

Blackstone Private Credit Fund

Notes to Condensed Consolidated Financial Statements

(Unaudited)

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

Further, on November 7, 2024, the Board approved a sub-advisory agreement (the “Sub-Advisory Agreement”) between the Company, the New Adviser and Blackstone Credit BDC Advisors LLC (in such capacity, the “Sub-Adviser”). Accordingly, effective January 1, 2025, the Sub-Adviser will become the Company’s investment sub-adviser pursuant to the Sub-Advisory Agreement. These changes are the result of a reorganization of certain subsidiaries of Blackstone Inc. and will not result in any change in the aggregate fees paid by the Company. Further, the nature and level of services provided to the Company will remain the same, as will the personnel that provide investment management services to the Company on behalf of the New Adviser or the Sub-Adviser.

Change of Administrator and Appointment of New Sub-Administrator

On November 7, 2024, the Board of the Company approved the termination of the Administration Agreement, effective December 31, 2024, and a new administration agreement (the “New Administration Agreement”) between the Company and Blackstone Private Credit Strategies LLC (in such capacity, the “New Administrator”), effective January 1, 2025. Accordingly, effective January 1, 2025, the New Administrator will become the Company’s administrator pursuant to the New Administration Agreement.

Further, on November 7, 2024, the Board approved a sub-administration agreement (the “New Sub-Administration Agreement”) between the New Administrator, on behalf of the Company, and Blackstone Alternative Credit Advisors LP. Accordingly, effective January 1, 2025, Blackstone Alternative Credit Advisors LP will become one of the Company’s sub-administrators pursuant to the New Sub-Administration Agreement. To acknowledge the change of the administrator, the Board also approved the assignment of the Sub-Administration Agreement with State Street Bank and Trust Company from Blackstone Alternative Credit Advisors LP to the New Administrator, effective January 1, 2025.

These changes will not result in any change in the aggregate fees paid by the Company. Further, the nature and level of services provided to the Company will remain the same, as will the personnel that provide administrative services to the Company on behalf of the New Administrator or Blackstone Alternative Credit Advisors LP.

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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 dated October 5, 2020 (as amended and restated, the “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 September 30, 2024, we made $8,997.0 million aggregate principal amount of new investment commitments (including $2,034.1 million of which remained unfunded as of September 30, 2024), $7,917.1 million of which was first lien debt, $925.0 million of which was second lien debt, $22.1 million of which was unsecured debt, $37.8 million of which was structured finance obligations - debt instruments and $95.0 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 September 30,
	2024			2023
Investments:
Total investments, beginning of period	$	56,109,623		$	48,426,243
New investments purchased	7,169,989			2,025,041
Payment-in-kind interest capitalized	107,199			61,272
Net accretion of discount on investments	44,886			42,422
Net realized gain (loss) on investments	(61,988)			(127,364)
Investments sold or repaid	(1,577,957)			(1,552,109)
Total investments, end of period	$	61,791,752		$	48,875,505
Amount of investments funded at principal:
First lien debt	$	6,894,791		$	2,028,320
Second lien debt	320,347			35,000
Unsecured debt	22,113			—
Structured finance obligations - debt instruments	37,807			13,640
Equity and other (1)	94,888			42,606
Total	$	7,369,946		$	2,119,566
Proceeds from investments sold or repaid:
First lien debt	$	(1,463,211)		$	(1,361,713)
Second lien debt	(86,671)			(136,048)
Structured finance obligations - debt instruments	(28,075)			(13,539)
Equity and other (1)	—			(40,809)
Total	$	(1,577,957)		$	(1,552,109)
	September 30, 2024			December 31, 2023
Number of portfolio companies	582			503
Weighted average yield on performing debt and income producing investments, at amortized cost (2)(3)	11.1		%	11.7		%
Weighted average yield on performing debt and income producing investments, at fair value (2)(3)	11.1		%	11.8		%
Average loan to value (LTV) (4)	42.8		%	43.7		%
Percentage of performing debt investments bearing a floating rate, at fair value	99.7		%	99.9		%
Percentage of performing debt investments bearing a fixed rate, at fair value	0.3		%	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 September 30, 2024 and December 31, 2023, the weighted average total portfolio yield at cost was 10.5% and 11.0%, respectively. As of September 30, 2024 and December 31, 2023, the weighted average total portfolio yield at fair value was 10.5% 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 September 30, 2024 and December 31, 2023, respectively.

As of September 30, 2024 and September 30, 2023, our portfolio companies had a weighted average annual EBITDA of $223 million and $215 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 September 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 September 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 September 30, 2024 and December 31, 2023:

	September 30, 2024			December 31, 2023
Total investments, at fair value	$	4,351,217		$	5,325,685
Total senior secured debt investments, at fair value	$	4,332,899		$	5,187,161
Number of portfolio companies	210			272
Weighted average yield on performing debt and income producing investments, at cost (1)(2)	10.4		%	11.4		%
Weighted average yield on performing debt and income producing investments, at fair value (1)(2)	10.5		%	11.5		%
Percentage of performing debt investments bearing a floating rate, at fair value	100.0		%	99.8		%
Percentage of performing debt investments bearing a fixed rate, at fair value	—		%	0.2		%
Percentage of assets on non-accrual, at amortized cost (3)	0.9		%	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 of September 30, 2024 and December 31, 2023, the weighted average total portfolio yield at cost was 10.2% and 11.2%, respectively. As of September 30, 2024 and December 31, 2023, the weighted average total portfolio yield at fair value was 10.4% and 11.2%, respectively.

(3)As a percentage of total amortized cost of Investments of Emerald JV. Assets on non-accrual represented 0.6% and 0.1% of total fair value of Investments of Emerald JV as of September 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 September 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 September 30, 2024 and December 31, 2023:

	September 30, 2024			December 31, 2023
Total investments, at fair value	$	672,088		$	591,886
Total senior secured debt investments, at fair value	$	672,088		$	591,886
Number of portfolio companies	249			192
Weighted average yield on performing debt and income producing investments, at cost (1)(2)	7.8		%	9.8		%
Weighted average yield on performing debt and income producing investments, at fair value (1)(2)	7.8		%	9.7		%
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 (3)	—		%	—		%

(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 of September 30, 2024 and December 31, 2023, the weighted average total portfolio yield at cost was 7.8% and 9.8%, respectively. As of September 30, 2024 and December 31, 2023, the weighted average total portfolio yield at fair value was 7.8% and 9.7%, respectively.

(3)As a percentage of total amortized cost of Investments of Verdelite JV. Verdelite JV had no assets on non-accrual as of September 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 September 30,				Nine Months Ended September 30,
	2024		2023		2024		2023
Total investment income	$	1,697,156	$	1,456,927	$	4,908,913	$	4,199,974
Net expenses before excise tax	739,540		669,049		2,161,343		1,959,223
Net investment income before excise tax	957,616		787,878		2,747,570		2,240,751
Excise tax expense	6,990		9,681		25,352		23,113
Net investment income after excise tax	950,626		778,197		2,722,218		2,217,638
Net change in unrealized appreciation (depreciation)	(81,778)		384,505		45,129		552,835
Net realized gain (loss)	(68,243)		(134,981)		(129,086)		(307,091)
Net increase (decrease) in net assets resulting from operations	$	800,605	$	1,027,721	$	2,638,261	$	2,463,382

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 September 30,				Nine Months Ended September 30,
	2024		2023		2024		2023
Interest income	$	1,535,300	$	1,310,101	$	4,392,412	$	3,816,495
Payment-in-kind interest income	93,679		61,432		281,578		153,916
Dividend income	64,649		84,286		224,941		227,074
Fee income	3,528		1,108		9,982		2,489
Total investment income	$	1,697,156	$	1,456,927	$	4,908,913	$	4,199,974

Total investment income increased to $1,697.2 million for the three months ended September 30, 2024, an increase of $240.2 million or 16% 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 23% to $59,028.2 million during the three months ended September 30, 2024 compared to $47,925.1 million during the three months ended September 30, 2023. This was partially offset by a decrease in dividend income from our Emerald JV and Verdelite JV joint ventures which was $64.2 million as compared to $84.1 million for the same period in the prior year.

Total investment income increased to $4,908.9 million for the nine months ended September 30, 2024, an increase of $708.9 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 15% to $55,168.8 million during the nine months ended September 30, 2024 compared to $48,105.0 million during the nine months ended September 30, 2023.

Additionally, for the three months ended September 30, 2024, we recorded $3.9 million of non-recurring interest income (e.g., prepayment premiums, accelerated accretion of upfront loan origination fees and unamortized discounts, etc.) as compared to $1.6 million for the same period in the prior year, primarily a result of increased prepayments. For the nine months ended September 30, 2024, we recorded $37.7 million of non-recurring interest income (e.g., prepayment premiums, accelerated accretion of upfront loan origination fees and unamortized discounts, etc.) as compared to $8.1 million for the same period in the prior year, primarily a result of increased prepayments.

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For the three months ended September 30, 2024 and 2023, Payment-in-kind interest income represented 5.5% and 4.2% of total investment income, respectively. For the nine months ended September 30, 2024 and 2023, Payment-in-kind interest income represented 5.7% and 3.7% of total investment income, respectively. We expect that Payment-in-kind interest income will vary based on the elections of certain borrowers.

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 continued to favorably impact our investment income during the three and nine months ended September 30, 2024, interest rates have begun to decline, with the first Federal Reserve interest rate reduction in September 2024 and a further reduction in November 2024. Future decreases in benchmark interest rates may adversely impact our investment income. Conversely, future increases in benchmark interest rates and the resulting impacts to 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 fluctuations 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 September 30,				Nine Months Ended September 30,
	2024		2023		2024		2023
Interest expense	$	452,804	$	444,235	$	1,349,019	$	1,319,057
Management fees	112,634		79,728		312,344		228,966
Income based incentive fees	139,413		113,721		398,969		323,979
Distribution and shareholder servicing fees
Class S	24,940		17,649		69,675		49,338
Class D	331		199		892		880
Professional fees	2,780		5,791		9,510		13,771
Board of Trustees’ fees	225		221		671		685
Administrative service expenses	1,408		1,741		5,149		5,095
Other general & administrative	3,889		5,403		12,501		14,776
Amortization of continuous offering costs	1,116		361		2,613		2,676
Total expenses before excise tax	739,540		669,049		2,161,343		1,959,223
Net investment income before excise tax	957,616		787,878		2,747,570		2,240,751
Excise tax expense	6,990		9,681		25,352		23,113
Net investment income after excise tax	$	950,626	$	778,197	$	2,722,218	$	2,217,638

Interest Expense

Total interest expense (including unused fees, amortization of deferred financing costs, accretion of net discounts on unsecured debt, and the impact of the application of hedge accounting) increased to $452.8 million for the three months ended September 30, 2024, an increase of $8.6 million or 2% compared to the same period in the prior year. This was primarily driven by an increase in our average principal of debt outstanding to $24,471.8 million for the three months ended September 30, 2024 from $23,929.5 million for the same period in the prior year. Our weighted average interest rate (including unused fees, accretion of net discounts on unsecured debt, and the impact of the application of hedge accounting and excluding amortization of deferred financing costs) remained flat at 7.12% for the three months ended September 30, 2024 and 2023.

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Total interest expense (including unused fees, amortization of deferred financing costs, accretion of net discounts on unsecured debt, and the impact of the application of hedge accounting) increased to $1,349.0 million for the nine months ended September 30, 2024, an increase of $30.0 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 the impact of the application of hedge accounting and excluding amortization of deferred financing costs) increased to 7.20% for the nine months ended September 30, 2024 from 6.71% for the same period in the prior year. The average principal of debt outstanding decreased to $24,060.8 million for the nine months ended September 30, 2024 from $25,427.9 million for the same period in the prior year.

Management Fees

Management fees increased to $112.6 million for the three months ended September 30, 2024, an increase of $32.9 million or 41% compared to the same period in the prior year, primarily due to an increase in weighted average net assets to $36,161.3 million for the three months ended September 30, 2024 compared to $25,675.7 million for the same period in the prior year.

Management fees increased to $312.3 million for the nine months ended September 30, 2024, an increase of $83.4 million or 36% compared to the same period in the prior year, primarily due to an increase in weighted average net assets to $33,467.2 million for the nine months ended September 30, 2024 compared to $24,557.6 million for the same period in the prior year.

Income Based Incentive Fees

Income based incentive fees increased to $139.4 million for the three months ended September 30, 2024, an increase of $25.7 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 $1,115.3 million for the three months ended September 30, 2024 from $909.8 million for the same period in the prior year.

Income based incentive fees increased to $399.0 million for the nine months ended September 30, 2024, an increase of $75.0 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 $3,191.8 million for the nine months ended September 30, 2024 from $2,591.8 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 nine months ended September 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 increased to $34.7 million for the three months ended September 30, 2024, an increase of $3.3 million as compared to the same period in the prior year. Total other expenses for the three months ended September 30, 2024 are primarily comprised of $25.3 million of distribution and shareholder servicing fees paid with respect to Class S and Class D investors, $3.9 million of general and administrative expenses (including insurance, filing, research, and fees paid to our sub-administrator and transfer agent), and $2.8 million of professional fees (including legal, rating agencies, audit, tax, valuation, technology and other professional fees related to management of the Company). 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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Total other expenses increased to $101.0 million for the nine months ended September 30, 2024, an increase of $13.8 million as compared to the same period in the prior year. Total other expenses for the nine months ended September 30, 2024 are primarily comprised of $70.6 million of distribution and shareholder servicing fees paid with respect to Class S and Class D investors, $12.5 million of general and administrative expenses (including insurance, filing, research, and fees paid to our sub-administrator and transfer agent), and $9.5 million of professional fees (including legal, rating agencies, audit, tax, valuation, technology and other professional fees related to management of the Company). 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.

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 September 30, 2024 and 2023, we accrued $7.0 million and $9.7 million, respectively, of U.S. federal excise tax.

For the nine months ended September 30, 2024 and 2023, we accrued $25.4 million and $23.1 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 September 30,				Nine Months Ended September 30,
	2024		2023		2024		2023
Net change in unrealized gain (loss) on investments	$	(65,684)	$	373,282	$	33,136	$	562,360
Net change in unrealized gain (loss) on derivative instruments	(8,485)		7,661		9,438		(7,305)
Net change in unrealized gain (loss) on foreign currency and other transactions	(7,609)		3,562		2,555		(2,220)
Net change in unrealized gain (loss)	$	(81,778)	$	384,505	$	45,129	$	552,835

For the three months ended September 30, 2024, the net change in unrealized losses of $81.8 million was primarily driven by a decrease in the fair value of our debt investments. The fair value of our debt investments as a percentage of principal decreased by 0.1% from 97.9% as of June 30, 2024 to 97.8% as of September 30, 2024, driven by changes in portfolio company fundamentals and changes in the economic outlook.

For the three months ended September 30, 2024, the net change in unrealized losses of $8.5 million and $7.6 million on derivative instruments and foreign currency and other transactions, respectively, were primarily as a result of fluctuations in the EUR and GBP exchange rates vs. USD.

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For the nine months ended September 30, 2024, the net change in unrealized gains of $45.1 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 0.4% from 97.4% as of December 31, 2023 to 97.8% as of September 30, 2024, driven by improved portfolio company fundamentals and changes in the economic outlook.

For the nine months ended September 30, 2024, the net change in unrealized gains of $9.4 million and $2.6 million on foreign currency forward contracts and foreign currency transactions, respectively, were primarily as a result of fluctuations in the NOK, EUR and DKK exchange rates vs. USD.

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 September 30,				Nine Months Ended September 30,
	2024		2023		2024		2023
Net realized gain (loss) on investments	$	(61,988)	$	(127,364)	$	(126,497)	$	(305,201)
Net realized gain (loss) on derivative instruments	(14,196)		2,704		(14,578)		5,010
Net realized gain (loss) on foreign currency and other transactions	7,941		(10,321)		11,989		(6,900)
Net realized gain (loss)	$	(68,243)	$	(134,981)	$	(129,086)	$	(307,091)

For the three and nine months ended September 30, 2024, we generated net realized losses on investments of $62.0 million and $126.5 million, respectively,which was primarily from full or partial sales and restructures of our debt investments.

For the three and nine months ended September 30, 2024, we generated net realized losses of $14.2 million and $14.6 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 nine months ended September 30, 2024, were partially offset by the net realized gains of $7.9 million and $12.0 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 September 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 September 30, 2024 and December 31, 2023, we had an aggregate principal amount of $26,657.5 million and $23,407.8 million, of debt outstanding and our asset coverage ratio was 236.7% and 221.9%, respectively.

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Cash and cash equivalents as of September 30, 2024, taken together with our $7,882.9 million of unused capacity under our credit facilities (subject to borrowing base availability, $7,423.3 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 September 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 $4,727.5 million of Level 1 and Level 2 investments as of September 30, 2024, which could provide additional liquidity if necessary.

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 September 30, 2024, we had $1,341.3 million in cash and cash equivalents. During the nine months ended September 30, 2024, cash used in operating activities was $8,522.7 million, primarily due to purchases of investments of $16,186.3 million partially offset by sales of investments and principal repayments of $5,730.4 million and receipt of interest payments from our investments. Cash provided by financing activities was $8,382.3 million during the period, primarily as a result of proceeds from issuance of Common Shares of $8,179.9 million and net borrowing on our credit facilities and unsecured notes of $3,095.7 million, partially offset by share repurchases of $1,550.0 million, and dividends paid in cash of $1,277.9 million.

Equity

The following tables present transactions in the Common Shares (dollars in thousands except share amounts):

	For the three months ended September 30, 2024
	Shares	Amount
CLASS I
Subscriptions	71,124,097	$	1,817,606
Share transfers between classes	1,210,658	30,939
Distributions reinvested	11,161,520	285,248
Share repurchases	(17,133,445)	(436,903)
Early repurchase deduction	—	476
Net increase (decrease)	66,362,830	1,697,366
CLASS S
Subscriptions	28,690,983	733,227
Share transfers between classes	(1,212,141)	(30,977)
Distributions reinvested	5,409,356	138,243
Share repurchases	(4,234,322)	(107,977)
Early repurchase deduction	—	234
Net increase (decrease)	28,653,876	732,750
CLASS D
Subscriptions	1,438,639	36,765
Share transfers between classes	1,483	38
Distributions reinvested	95,041	2,429
Share repurchases	(157,352)	(4,013)
Early repurchase deduction	—	11
Net increase (decrease)	1,377,811	35,230
Total net increase (decrease)	96,394,517	$	2,465,346

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	For the nine months ended September 30, 2024
	Shares	Amount
CLASS I
Subscriptions	220,310,468	$	5,618,350
Share transfers between classes	3,956,845	101,404
Distributions reinvested	30,888,335	787,774
Share repurchases	(48,033,808)	(1,225,970)
Early repurchase deduction	—	947
Net increase (decrease)	207,121,840	5,282,505
CLASS S
Subscriptions	94,238,847	2,402,991
Share transfers between classes	(3,993,771)	(102,323)
Distributions reinvested	14,915,967	380,424
Share repurchases	(12,645,990)	(322,819)
Early repurchase deduction	—	468
Net increase (decrease)	92,515,053	2,358,741
CLASS D
Subscriptions	6,215,313	158,603
Share transfers between classes	36,926	919
Distributions reinvested	236,447	6,032
Share repurchases	(664,268)	(16,963)
Early repurchase deduction	—	22
Net increase (decrease)	5,824,418	148,613
Total net increase (decrease)	305,461,311	$	7,789,859

Distributions and Distribution Reinvestment Plan

The following tables summarize our distributions declared and payable for the nine months ended September 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
July 17, 2024	July 31, 2024	August 27, 2024	0.2200		198,554
August 20, 2024	August 31, 2024	September 27, 2024	0.2200		204,327
September 19, 2024	September 30, 2024	October 23, 2024	0.2200		210,943
			$	1.9800	$	1,700,840

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			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
July 17, 2024	July 31, 2024	August 27, 2024	0.2019		90,392
August 20, 2024	August 31, 2024	September 27, 2024	0.2019		92,814
September 19, 2024	September 30, 2024	October 23, 2024	0.2019		95,008
			$	1.8174	$	778,887

			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
July 17, 2024	July 31, 2024	August 27, 2024	0.2147		4,363
August 20, 2024	August 31, 2024	September 27, 2024	0.2147		4,479
September 19, 2024	September 30, 2024	October 23, 2024	0.2147		4,602
			$	1.9323	$	36,237

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.

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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.

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 September 30, 2024 and December 31, 2023, we had an aggregate principal amount of $26,657.5 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 September 30, 2024 and December 31, 2023, we had unfunded commitments, including delayed draw term loans and revolvers with an aggregate principal amount of $9,565.0 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 September 30, 2024 and December 31, 2023, we estimate that $750.7 million and $399.5 million, respectively, of investments were committed but not yet funded.

Other Commitments and Contingencies

As of September 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.

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From time to time, we may become a party to certain legal proceedings incidental to the normal course of our business. At September 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.

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 nine months ended September 30, 2024 have been characterized by continued uncertainty 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.

During 2023 and throughout the first three quarters of 2024, inflation began to moderate as a result of the monetary policy tightening actions taken by central banks, including maintaining elevated interest rates. Despite the Federal Reserve’s interest rate reductions during the third quarter and first half of the fourth quarter, interest rates remain elevated relative to the interest rate environment prior to the inflationary spike in 2022-2023, which continues to create further uncertainty for the economy and for our borrowers. Future decreases in benchmark interest rates may adversely impact our investment income. Although our business model is such that elevated interest rates will, all else being equal, correlate to increases in our net income, 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. Although additional interest rate increases are not expected in the near term, during periods in which interest rates rise further, 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.

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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.

As of September 30, 2024, 99.7% 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 September 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	$	1,781,462	$	(716,502)	$	1,064,961
Up 200 basis points	1,187,642		(477,668)		709,974
Up 100 basis points	593,821		(238,834)		354,987
Down 100 basis points	(593,271)		238,834		(354,437)
Down 200 basis points	(1,186,364)		477,668		(708,696)

(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.

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(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 July 18, 2024, August 21, 2024 and September 20, 2024 for information about unregistered sales of our equity securities during the quarter.

During the three months ended September 30, 2024, approximately 21,525,119 Common Shares were repurchased for a total value of $548.2 million (net of Early Repurchase Deduction).

The following table sets forth information regarding repurchases of Common Shares pursuant to the Company’s share repurchase plan during the three months ended September 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)
August 30, 2024	21,482,182	1.6	%	$	25.50	September 30, 2024	$	547,076	—

(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

Additionally, the Company repurchased 42,937 Common Shares at a price per share of $25.53 (which represented the net asset value per share as of August 31, 2024), for a total amount repurchased of $1.1 million during the three months ended September 30, 2024.

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.

Change of Adviser and Appointment of Sub-Adviser

On November 7, 2024, the Board of the Company approved the Adviser’s assignment of the Investment Advisory Agreement to Blackstone Private Credit Strategies LLC (the “New Adviser”) pursuant to Rule 2a-6 under the 1940 Act, effective January 1, 2025. The Board also approved the second amended and restated investment advisory agreement (the “Second A&R Investment Advisory Agreement”) to acknowledge such assignment. Accordingly, effective January 1, 2025, the New Adviser will become the Company’s investment adviser pursuant to the Second A&R Investment Advisory Agreement.

Further, on November 7, 2024, the Board approved a sub-advisory agreement (the “Sub-Advisory Agreement”) between the Company, the New Adviser and Blackstone Credit BDC Advisors LLC (in such capacity, the “Sub-Adviser”). Accordingly, effective January 1, 2025, the Sub-Adviser will become the Company’s investment sub-adviser pursuant to the Sub-Advisory Agreement. These changes are the result of a reorganization of certain subsidiaries of Blackstone Inc. and will not result in any change in the aggregate fees paid by the Company. Further, the nature and level of services provided to the Company will remain the same, as will the personnel that provide investment management services to the Company on behalf of the New Adviser or the Sub-Adviser.

Change of Administrator and Appointment of New Sub-Administrator

On November 7, 2024, the Board of the Company approved the termination of the Administration Agreement, effective December 31, 2024, and a new administration agreement (the “New Administration Agreement”) between the Company and Blackstone Private Credit Strategies LLC (in such capacity, the “New Administrator”), effective January 1, 2025. Accordingly, effective January 1, 2025, the New Administrator will become the Company’s administrator pursuant to the New Administration Agreement.

Further, on November 7, 2024, the Board approved a sub-administration agreement (the “New Sub-Administration Agreement”) between the New Administrator, on behalf of the Company, and Blackstone Alternative Credit Advisors LP. Accordingly, effective January 1, 2025, Blackstone Alternative Credit Advisors LP will become one of the Company’s sub-administrators pursuant to the New Sub-Administration Agreement. To acknowledge the change of the administrator, the Board also approved the assignment of the Sub-Administration Agreement with State Street Bank and Trust Company from Blackstone Alternative Credit Advisors LP to the New Administrator, effective January 1, 2025.

These changes will not result in any change in the aggregate fees paid by the Company. Further, the nature and level of services provided to the Company will remain the same, as will the personnel that provide administrative services to the Company on behalf of the New Administrator or Blackstone Alternative Credit Advisors LP.

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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	Fourteenth Supplemental Indenture, dated as of September 26, 2024, relating to the 4.950% Notes due 2027, 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 September 26, 2024).
4.2	Fifteenth Supplemental Indenture, dated as of September 26, 2024, relating to the 5.250% Notes due 2030, by and between the Company and U.S. Bank Trust Company, National Association, as trustee (incorporated by reference to Exhibit 4.3 of the Company’s Current Report on Form 8-K filed on September 26, 2024).
4.3	Form of 4.950% Notes due 2027 (included in Exhibit 4.2 of the Company’s Current Report on Form 8-K filed on September 26, 2024 and incorporated by reference).
4.4	Form of 5.250% Notes due 2030 (included in Exhibit 4.3 of the Company’s Current Report on Form 8-K filed on September 26, 2024 and incorporated by reference).
4.5	Registration Rights Agreement, dated as of September 26, 2024, relating to the 4.950% Notes due 2027, by and among the Company and Citigroup Global Markets Inc., Goldman Sachs & Co. LLC, Wells Fargo Securities, LLC, Deutsche Bank Securities Inc., Morgan Stanley & Co. LLC and RBC Capital Markets, LLC as the representatives of the Initial Purchasers (incorporated by reference to Exhibit 4.6 of the Company’s Current Report on Form 8-K filed on September 26, 2024).
4.6	Registration Rights Agreement, dated as of September 26, 2024, relating to the 5.250% Notes due 2030, by and among the Company and Citigroup Global Markets Inc., Goldman Sachs & Co. LLC, Wells Fargo Securities, LLC, Barclays Capital Inc., J.P. Morgan Securities LLC and SMBC Nikko Securities America, Inc. as the representatives of the Initial Purchasers (incorporated by reference to Exhibit 4.7 of the Company’s Current Report on Form 8-K filed on September 26, 2024).
10.1	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 (incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q filed on August 13, 2024).
10.2	Second Amended and Restated Investment Advisory Agreement between the Company and the New Adviser, dated November 7, 2024, and effective as of January 1, 2025.*
10.3	Sub-Advisory Agreement between the Company, the New Adviser and the Adviser, dated November 7, 2024, and effective as of January 1, 2025.*
10.4	Administration Agreement between the Company and the New Administrator, dated November 7, 2024, and effective as of January 1, 2025.*
10.5	Sub-Administration Agreement between the New Administrator and the Administrator, dated November 7, 2024, and effective as of January 1, 2025.*
10.6	Amended and Restated Distribution Reinvestment Plan, effective as of November 7, 2024.*
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.*

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Exhibit Number	Description of Exhibits
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*
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:	November 13, 2024	/s/ Brad Marshall
		Brad Marshall
		Co-Chief Executive Officer
		(Principal Executive Officer)
Date:	November 13, 2024	/s/ Jonathan Bock
		Jonathan Bock
		Co-Chief Executive Officer
		(Principal Executive Officer)
Date:	November 13, 2024	/s/ Teddy Desloge
		Teddy Desloge
		Chief Financial Officer
		(Principal Financial Officer)

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