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 28, 2025
BLACKROCK PRIVATE CREDIT FUND
(Exact name of registrant as specified in its charter)
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Delaware
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814-01485
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87-4655020
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(State or other jurisdiction of incorporation)
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(Commission File Number)
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(IRS Employer Identification Number)
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50 Hudson Yards
New York, New York
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10001
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(Address of Principal Executive Offices)
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(Zip Code)
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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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act: None
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Title of each class
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Trading Symbol(s)
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Name of each exchange on
which registered
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None
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Not applicable
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Not applicable
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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).
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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 1.01. |
Entry into a Material Definitive Agreement.
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On May 28, 2025, BlackRock Private Credit Fund Leverage II, LLC (“PCFL II”), a subsidiary of BlackRock Private Credit Fund (the “Company”), entered
into a Loan Agreement (the “Loan Agreement”). The parties to the Loan Agreement include PCFL II as borrower, Société Generale (the “Administrative Agent”), the lenders party thereto from time to time (each a “Lender” and collectively, the
“Lenders”), the Company as collateral manager and the investors party from time to time thereto. On May 28, 2025, the Company also entered into a Warehouse Collateral Management Agreement with PCFL II (the “Collateral Management Agreement”) in
furtherance of the provisions in the Loan Agreement.
The proceeds of the Loan Agreement are to be used to acquire a portfolio of broadly syndicated leveraged loans (the “Portfolio Assets”) in the manner
described in the Loan Agreement. PCFL II has acquired these Portfolio Assets through a master participation agreement, dated as of May 28, 2025, executed between BlackRock Private Credit Fund Leverage I, LLC (a subsidiary of the Company), as
seller, and PCFL II, as buyer. Pursuant to the Collateral Management Agreement, PCFL II has appointed the Company to act as the collateral manager in the selection, management, and reporting of the Portfolio Assets in accordance with the Loan
Agreement and Collateral Management Agreement. The Company also subscribed to equity membership interests in PCFL II amounting to approximately $68.7 million.
The maximum amount of commitments under the Loan Agreement that can be drawn by PCFL II is (a) for a period of 2 years from the date of the Loan
Agreement, $200 million; and (b) thereafter, an amount equal to the outstanding principal amount of the loans. The applicable interest rate on the loans drawn under the Loan Agreement is the benchmark rate (Term SOFR rate) plus (a) for a period of
1 year from the date of the Loan Agreement, 1.15%, and (b) thereafter, 1.25%.
The Loan Agreement includes customary covenants, including certain limitations on the incurrence by PCFL II of additional indebtedness and on PCFL II’s
ability to make distributions, as well as customary events of default.
The description above is only a summary of the material provisions of the Loan Agreement and related documents and is qualified in its entirety by
reference to the copies of the Loan Agreement and Collateral Management Agreement which are filed as Exhibits 10.1 and 10.2, respectively, to this current report on Form 8-K and incorporated herein by reference.
| Item 9.01. |
Financial statements and Exhibits.
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(d) Exhibits
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Loan Agreement, dated as of May 28, 2025, by and among BlackRock Private Credit Fund Leverage II, LLC, as borrower, Société Generale, as administrative agent, BlackRock Private Credit Fund, as collateral
manager, the lenders party thereto and the investors party thereto*
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Warehouse Collateral Management Agreement, dated as of May 28, 2025, between BlackRock Private Credit Fund Leverage II, LLC as borrower and BlackRock Private Credit Fund as collateral manager
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10.3
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Master Participation Agreement, dated as of May 28, 2025, between BlackRock Private Credit Fund Leverage I, LLC, as seller, and BlackRock
Private Credit Fund Leverage II, LLC, as buyer* |
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104
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Cover Page Interactive Data File (embedded within the Inline XBRL document)
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* Certain schedules and
exhibits have been omitted in accordance with Item 601 of Regulation S-K. The registrant agrees to furnish supplementally a copy of all omitted exhibits and schedules to the SEC upon its request.
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.
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BlackRock Private Credit Fund
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Date: June 3, 2025
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By:
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Name:
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Erik L. Cuellar
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Title:
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Chief Financial Officer and Treasurer
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