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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): January 27, 2025

 

 

PGIM Private Credit Fund

(Exact name of Registrant as specified in its charter)

 

 

Delaware   814-01582   88-1771414
(State or other jurisdiction
of incorporation)
 

(Commission
File Number)
 

  (I.R.S. Employer
Identification No.)

 

655 Broad Street
Newark
New Jersey
  07102-4410
(Address of principal executive offices)   (Zip Code)

 

Registrant’s telephone number, including area code: (973802-5032

 

Not Applicable

(Former name or former address, if changed since last report)

 

 

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))

 

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   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 x

 

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.

 

January 2025 Distributions

 

On January 28, 2025, PGIM Private Credit Fund (the “Fund”) declared regular and variable distributions for Class S shares, Class D shares and Class I shares of beneficial interest (the “Shares”) in the amounts per share set forth below:

 

    

Regular

Distribution

    Variable Distribution    Total Distribution 
Class S Common Shares  $0.22177   $0.05261   $0.27438 
Class D Common Shares  $0.23485   $0.05238   $0.28723 
Class I Common Shares  $0.24000   $0.05226   $0.29226 

 

Both the regular and variable distributions for the Shares are payable to shareholders of record as of the open of business on January 31, 2025 and will be paid on or about February 27, 2025.

 

These distributions will be paid in cash or reinvested in shares of the Fund’s Shares for shareholders participating in the Fund’s distribution reinvestment plan (“DRIP”).

 

Item 8.01. Other Events.

 

Net Asset Value

 

The net asset value (“NAV”) per share of each class of the Fund as of December 31, 2024, as determined in accordance with the Fund’s valuation policy, is set forth below.

 

   NAV as of
December 31,
2024
 
Class S Common Shares  $25.40 
Class D Common Shares  $25.38 
Class I Common Shares  $24.93 

 

As of December 31, 2024, the Fund’s aggregate NAV was $121.6 million, the fair value of its investment portfolio was $209.2 million, and it had $94.2 million of debt outstanding (at principal).

 

 

 

 

Status of Offering

 

The Fund is currently publicly offering on a continuous basis up to $2.5 billion in Shares (the “Offering”). Additionally, the Fund has sold shares that are exempt from the registration provisions of the Securities Act of 1933, as amended, pursuant to Section 4(a)(2) thereunder (the “Private Offering”). The following table lists the Shares issued and total consideration for both the Offering and the Private Offering as of the date of this filing, reflective of transfers between share classes. The table below does not include Shares sold through the Fund’s DRIP. The Fund intends to continue selling Shares in the Offering and the Private Offering on a monthly basis.

 

   Common
Shares
Issued
  Total
Consideration
Offering:       
Class S Common Shares     $ 
Class D Common Shares     $ 
Class I Common Shares   48,659  $1,202,550 
Private Offering:         
Class S Common Shares   382  $10,000 
Class D Common Shares   382  $10,000 
Class I Common Shares   4,285,940  $109,102,500 
Total Offering and Private Offering *   4,335,363  $110,325,050 

 

* Amounts may not sum due to rounding.

 

 

 

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.

 

  PGIM PRIVATE CREDIT FUND
     
Date: January 30, 2025 By: /s/ Elyse M. McLaughlin
  Name: Elyse M. McLaughlin
  Title: Treasurer and Principal Accounting Officer