UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549


FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

Date of report (Date of earliest event reported): May 28, 2024

T. Rowe Price OHA Select Private Credit Fund
(Exact name of Registrant as Specified in Its Charter)

DELAWARE
814-01561
88-6521578
(State or Other Jurisdiction of Incorporation)
(Commission File Number)
(IRS Employer Identification No.)

1 Vanderbilt Avenue, 16th Floor
New York, NY

10017
(Address of Principal Executive Offices)
(Zip Code)

Registrant’s telephone number, including area code: (212) 326-1500

N/A
(Former Name or Former Address, 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
         

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 7.01.
Regulation FD Disclosure.

On May 28, 2024, T. Rowe Price OHA Select Private Credit Fund (the “Company”) declared a regular distribution and a variable supplemental distribution per share for each class of its common shares of beneficial interest (the “Shares”) outstanding in the amounts per share set forth below:

 
  
Gross Distribution - Regular
    
Shareholder Servicing and/or Distribution Fee
    
Net Distribution - Regular
    
Variable Supplemental Distribution
    
Net Distribution - Total
  
Class I Common Shares
  
$
0.2000
    
$
-
    
$
0.2000
    
$
0.0300
    
$
0.2300
  
Class S Common Shares
  
$
0.2000
    
$
0.0199
    
$
0.1801
    
$
0.0300
    
$
0.2101
  

The regular and variable supplemental distributions for each class of Shares outstanding are payable on or about June 28, 2024 to Class I and Class S common shareholders of record as of May 31, 2024. The Company has adopted a distribution reinvestment plan that provides for the reinvestment of cash distributions. These distributions will be paid in cash or reinvested in Class I and Class S shares of the Company for shareholders participating in the Company’s distribution reinvestment plan.

Item 8.01.
Other Events.

Net Asset Value

The net asset value (“NAV”) per share for Class I common shares of the Company as of April 30, 2024, as determined in accordance with the Company’s valuation policy, is $28.15.

As of April 30, 2024, the Company’s aggregate NAV was $863.6 million, the fair value of its investment portfolio was $1,448.4 million and it had principal debt outstanding of $558.6 million, resulting in a debt-to-equity ratio of approximately 0.65 times.

Status of Offering

The Company is currently publicly offering on a continuous basis up to $2.5 billion in common shares (the “Offering”). The following table lists the approximate common shares issued and total consideration for the Offering and in connection with private placements of common shares as of the date of this filing (through the May 1, 2024 subscription date). The Company intends to continue selling common shares in the Offering on a monthly basis. The table below does not include common shares sold through the Company’s distribution reinvestment plan.
 
   
Common Shares Issued
    
Total
Consideration
  
Class I Shares
    
31,752,881
    

$864.3 million
  
Class S Shares
    
36,948
    

$1.0 million
  

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, T. Rowe Price OHA Select Private Credit Fund has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

   
T. Rowe Price OHA Select Private Credit Fund
     
Date: May 28, 2024
By:
/s/ Gerard Waldt
   
Name:
Gerard Waldt
   
Title:
Chief Financial Officer