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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): May 23, 2025

 

BLACKROCK PRIVATE CREDIT FUND

(Exact name of registrant as specified in its charter)

 

Delaware   814-01485   87-4655020
(State or other jurisdiction
of incorporation)
  (Commission File Number)   (IRS Employer
Identification Number)

 

50 Hudson Yards

New York, New York

10001
(Address of Principal Executive Offices) (Zip Code)

 

Registrant’s telephone number, including area code (212) 810-5800

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
   
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
   
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
   
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act: None

 

Title of each class Trading Symbol(s) Name of each exchange on which registered
None Not applicable Not applicable

 

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 new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

 

 

 

Item 3.02. Unregistered Sale of Equity Securities.

 

The Fund sells unregistered Institutional Class common shares of beneficial interest to feeder vehicles primarily created to hold the Fund’s Institutional Class shares. The offer and sale of these Institutional Class shares was exempt from the registration provisions of the Securities Act of 1933, as amended, pursuant to Section 4(a)(2) and/or Regulation S thereunder (the “Private Offering”). The following table details the shares sold in the Private Offering. The Fund also issues shares to feeder vehicles pursuant to the distribution reinvestment plan of the Fund.

 


Date of Unregistered Sale

Amount of Institutional

Class Shares Sold


Consideration
May 1, 2025 (number of shares finalized on May 20, 2025) 613,678.265 $14,797,378.53

 

Item 8.01. Other Events.

 

Distribution Declaration

 

On May 23, 2025, the Fund declared a regular distribution for each class of its common shares of beneficial interest in the amounts per share set forth below:

 

  Gross Distribution

Shareholder Servicing

and/or Distribution Fee

Net Distribution
Institutional Shares $0.2300 N/A $0.2300
Class S Shares $0.2300 $0.0171 $0.2129
Class D Shares $0.2300 $0.0050 $0.2250

 

The distribution will be payable to shareholders of record at the close of business on May 29, 2025 and will be paid on June 26, 2025. The distribution will be paid in cash or reinvested in Fund shares for shareholders participating in the Fund’s distribution reinvestment plan. 

 

Net Asset Value

 

The net asset value (“NAV”) per share of each class of shares of the Fund as of April 30, 2025, as determined in accordance with the Fund’s valuation policy, is set forth below.

 

  NAV as of April 30, 2025
Institutional Shares $24.11
Class S Shares $24.11
Class D Shares $24.11

 

 

SIGNATURE

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

 

  BlackRock Private Credit Fund
   
Date: May 23, 2025 By:

/s/ Erik L. Cuellar

  Name: Erik L. Cuellar
  Title: Chief Financial Officer and Treasurer