UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE TO
(Rule 13e-4)
TENDER OFFER STATEMENT PURSUANT TO SECTION 14(D)(1) OR 13(E)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
Blackstone Private Credit Fund
(Name of Issuer)
Blackstone Private Credit Fund
(Name of Person(s) Filing Statement)
Class I, Class D and Class S Shares of Beneficial Interest
(Title of Class of Securities)
09261H305, 09261H206 and 09261H107
(CUSIP Number of class of securities)
Oran Ebel
c/o Blackstone Credit BDC Advisors LLC
345 Park Avenue, 31st Floor
New York, New York 10154
(212) 503-5100
(Name, Address and Telephone No. of Person Authorized to Receive Notices and Communications on Behalf of the Person(s) Filing Statement)
With a copy to:
Rajib Chanda
Benjamin C. Wells
Christopher Healey
Simpson Thacher & Bartlett LLP
900 G Street, N.W.
Washington, DC 20001
February 1, 2024
(Date Tender Offer First Published, Sent or Given to Security Holders)
☐ | Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form of Schedule and the date of its filing. |
Amount Previously Paid: | Filing Parties: | |
Form or Registration No.: | Date Filed: |
☐ | Check the box if the filing relates solely to preliminary communications made before commencement of a tender offer. |
Check the appropriate boxes below to designate any transactions to which the statement relates:
☐ | third-party tender offer subject to Rule 14d-1. |
☒ | issuer tender offer subject to Rule 13e-4. |
☐ | going-private transaction subject to Rule 13e-3. |
☐ | amendment to Schedule 13D under Rule 13d-2. |
Check the following box if the filing is a final amendment reporting the results of the tender offer: ☐
Item 1. | Summary Term Sheet. |
Reference is made to the Summary Term Sheet of the Offer to Purchase (as defined below) that is attached hereto as Exhibit (a)(1)(ii) and is hereby incorporated by reference.
Item 2. | Subject Company Information. |
(a) | The name of the issuer is Blackstone Private Credit Fund (the Fund). The Fund is a non-diversified, closed-end management investment company that has elected to be regulated as a business development company under the Investment Company Act of 1940, as amended (the 1940 Act). It is organized as a Delaware statutory trust. The principal executive office of the Fund is located at 345 Park Avenue, 31st Floor, New York, New York 10154 and the telephone number is (212) 503-5100. |
(b) | The title of the securities that are the subject of the offer to purchase and the related Letter of Transmittal (Offer to Purchase and the tender offer made thereby, the Offer) are Class I common shares of beneficial interest (the Class I Shares), Class D common shares of beneficial interest (the Class D Shares) and Class S common shares of beneficial interest (the Class S Shares and together with Class I Shares and Class D Shares, the Shares) or portions thereof. As of the close of business on December 31, 2023, there were 1,123,896,870 Shares outstanding. Subject to the conditions set forth in the Offer to Purchase, the Fund will purchase up to 56,194,843 Shares that are tendered by holders of the Funds Shares (Shareholders) and not withdrawn as described in the Offer to Purchase (the Offer Amount). The Shares subject to the Offer represent approximately 5% of the Funds Shares outstanding as of December 31, 2023. |
(c) | Shares are not traded in any market. |
Item 3. | Identity and Background of Filing Person. |
(a) | The Fund is tendering for its own Shares. The information required by this Item is set forth in Item 2(a) above. Blackstone Credit BDC Advisors LLC (the Adviser) serves as the investment manager for the Fund. The Adviser is located at 345 Park Avenue, 31st Floor, New York, New York 10154 and its telephone number is (212) 503-5100. The members of the Funds Board of Trustees (the Board) are Robert Bass, James F. Clark, Tracy Collins, Vicki L. Fuller, Michelle Greene, Brad Marshall and Vikrant Sawhney (each, a Trustee). The Co-Chief Executive Officers are Brad Marshall and Jonathan Bock, the President is Carlos Whitaker, the Chief Financial Officer is Teddy Desloge, the Chief Accounting Officer and Treasurer is Matthew Alcide, the Head of Stakeholder Relations is Stacy Wang, the Chief Operating Officer is Katherine Rubenstein, the Chief Compliance Officer is William Renahan and the Chief Legal Officer and Secretary is Oran Ebel. The Trustees and the executive officers of the Fund may be reached at the Funds business address and phone number set forth in Item 2(a) above. |
(b)-(c) | Not applicable. |
Item 4. | Terms of the Transaction. |
(a)(1) (i) | Subject to the conditions set forth in the Offer to Purchase, the Fund will purchase up to 56,194,843 Shares that are tendered by Shareholders by 11:59 p.m., Eastern Time, on February 29, 2024 and not withdrawn as described in Item 4(a)(1)(vi). | |
(ii) | The purchase price of a Share (or portion thereof) tendered will be its net asset value as of March 31, 2024 or a later date determined by the Fund if the Offer is extended (in each case, the Valuation Date), upon the terms and subject to the conditions set forth in the Offer to Purchase. Reference is made to the Cover Page, Section 2 Offer to Purchase and Price and Section 6 Purchases and Payment of the Offer to Purchase, which are incorporated herein by reference. | |
Each Shareholder that tenders Shares that are accepted for purchase will be sent a letter (the Acceptance Letter) notifying the Shareholder that the Fund has received and accepted their tender. Such Shareholder will be issued a non-interest bearing, non-transferable promissory note (the Note) entitling the Shareholder to receive an amount equal to the value of the Shareholders |
Shares accepted for purchase by the Fund determined as of the Valuation Date. The Note will be held for the Shareholder by SS&C GIDS, Inc., the Funds transfer agent (the Transfer Agent). Forms of the Acceptance Letter and the Note are attached hereto as Exhibits (a)(1)(iv) and (a)(1)(v), respectively, and incorporated herein by reference. | ||
(iii) | The Offer is scheduled to expire on February 29, 2024 unless extended. Reference is made to the Cover Page, Summary Term Sheet, Section 2 Offer to Purchase and Price and Section 5 Withdrawal Rights of the Offer to Purchase, which are incorporated herein by reference. | |
(iv) | Not applicable. | |
(v) | Reference is made to the Cover Page, Summary Term Sheet and Section 7 Certain Conditions of the Offer of the Offer to Purchase, which are incorporated herein by reference. | |
(vi) | Reference is made to Section 5 Withdrawal Rights of the Offer to Purchase, which is incorporated herein by reference. | |
(vii) | Reference is made to the Cover Page, Section 4 Procedure for Tenders and Section 5 Withdrawal Rights of the Offer to Purchase, which are incorporated herein by reference. Note that certain Shareholders may be required to deliver their Letter of Transmittal to their Financial Advisor (instead of directly to SS&C GIDS, Inc.). All Shareholders tendering Shares should carefully review their Letter of Transmittal and follow the delivery instructions therein. | |
(viii) | Reference is made to Section 4 Procedure for Tenders and Section 6 Purchases and Payment of the Offer to Purchase, which are incorporated herein by reference. | |
(ix) | Reference is made to the Cover Page, Section 3 Amount of Tender, and Section 6 Purchases and Payment of the Offer to Purchase, which are incorporated herein by reference. | |
(x) | Reference is made to Section 2 Offer to Purchase and Price, which is incorporated herein by reference. | |
(xi) | Not applicable. | |
(xii) | Reference is made to Section 10 Certain Federal Income Tax Consequences of the Offer to Purchase, which is incorporated herein by reference. |
(a)(2) | Not applicable. | |
(b) | Any Shares to be purchased from any officer, Trustee or affiliate of the Fund will be on the same terms and conditions as any other purchase of Shares. To the Funds knowledge, none of the officers, Trustees, or affiliates of the Fund intends to tender Shares in the Offer. |
Item 5. | Past Contracts, Transactions, Negotiations and Agreements with Respect to the Issuers Securities. |
(a)-(d) | Not applicable. | |
(e) | The Funds Prospectus dated April 18, 2023, as amended and/or supplemented from time to time (the Prospectus), provides that the Board has the discretion to determine whether the Fund will purchase Shares from Shareholders from time to time pursuant to written tenders. The Adviser expects that it will recommend to the Board that the Fund purchase Shares from Shareholders quarterly. However, the Fund is not required to conduct tender offers. The Fund does not know of any other contract, agreement, arrangement, or understanding, whether contingent or otherwise or whether or not legally enforceable, between the (i) Fund, any of the Funds executive officers or Trustees, any person controlling the Fund, or any executive officer or director of any corporation ultimately in control of the Fund and (ii) any other person with respect to any securities of the Fund (including any contract, agreement, arrangement, or understanding concerning the transfer or the voting of any such securities, joint ventures, loan or option arrangements, puts or calls, guarantees of loans, guarantees against loss, or the giving or withholding of proxies, consents or authorizations). |
Item 6. | Purposes Of This Tender Offer and Plans Or Proposals. |
(a)-(b) | Reference is made to Section 1 Background and Purpose of the Offer of the Offer to Purchase, which is incorporated herein by reference. | |
(c) | Reference is made to Section 8 Certain Information About the Fund of the Offer to Purchase, which is incorporated herein by reference. Because Shares are not traded in any market, subsections (6), (7), and (8) of Regulation M-A Item 1006(c) are not applicable to the Fund. |
Item 7. | Source and Amount of Funds or Other Consideration. |
(a)-(b) | Reference is made to Section 6 Purchases and Payment of the Offer to Purchase, which is incorporated herein by reference. | |
(c) | Not applicable. | |
(d) | None of the Fund, the Adviser or the Board or any person controlling the Fund, the Adviser or the Board has determined at this time to borrow funds to purchase Shares tendered in connection with the Offer. Depending on the dollar amount of Shares tendered and prevailing general economic and market conditions, the Fund, in its sole discretion, may decide to seek to borrow money to fund all or a portion of the purchase amount for Shares, subject to compliance with applicable law. The Fund expects that the repayment of any amounts borrowed will be financed from additional funds contributed to the Fund by existing or new Shareholders. |
Item 8. | Interest in Securities of the Issuer. |
(a) | Based on the number of Shares outstanding as of December 31, 2023, the following persons own the number of Shares indicated in the below table. |
Person |
Shares | Percentage of the Funds Outstanding Shares |
||||||
Adviser |
1,000,000 | * | ||||||
Robert Bass |
5,207 | * | ||||||
James F. Clark |
18,226 | * | ||||||
Tracy Collins |
| | ||||||
Vicki L. Fuller |
| | ||||||
Michelle Greene |
| | ||||||
Brad Marshall |
78,110 | * | ||||||
Jonathan Bock |
| | ||||||
Vikrant Sawhney |
45,875 | * | ||||||
Carlos Whitaker |
| | ||||||
Teddy Desloge |
4,537 | * | ||||||
Matthew Alcide |
| | ||||||
Katherine Rubenstein |
3,554 | * | ||||||
Oran Ebel |
| | ||||||
William Renahan |
| | ||||||
Stacy Wang |
| |
* | Less than 1%. |
None of the persons listed above intends to tender any of his or her Shares in the Offer. Addresses for each of the persons listed above are provided in Item 3. |
(b) | Reference is made to Section 8 Certain Information About the Fund of the Offer to Purchase, which is incorporated herein by reference. During the past sixty (60) days, the Fund has issued to the Adviser, Trustees and officers of the Fund an aggregate of approximately 2,680 shares, including the net impact of shares issued pursuant to the Funds dividend reinvestment plan, for net proceeds of approximately $0.07 million to the Adviser, any Trustee or officer of the Fund, or any person controlling the Fund or the Adviser. There have |
been no other transactions in Shares effected during the past sixty (60) days by the Fund, the Adviser, or any Trustee or executive officer of the Fund, or any person controlling the Fund or the Adviser. |
Item 9. | Persons/Assets Retained, Employed, Compensated or Used. |
(a) | No persons have been employed, retained, or are to be compensated by the Fund to make solicitations or recommendations in connection with the Offer to Purchase. |
Item 10. | Financial Statements. |
(a) | The audited annual financial statements of the Fund dated December 31, 2022 filed with the SEC on EDGAR on March 17, 2023 are incorporated by reference. The Fund will prepare and transmit to Shareholders the audited annual financial statements of the Fund within 90 days after the close of the period for which the report is being made, or as otherwise required by the 1940 Act. |
(b) | Not applicable. |
Item 11. | Additional Information. |
(a) | (1) None. | |
(2) None. | ||
(3) Not applicable. | ||
(4) None. | ||
(5) None. | ||
(c) | The Offer to Purchase, attached hereto as Exhibit (a)(1)(ii), is incorporated herein by reference in its entirety. |
Item 12. | Exhibits. |
(a)(1) | (i) Cover Letter to Offer to Purchase and Letter of Transmittal. | |
(ii) Offer to Purchase. | ||
(iii) Forms of Letter of Transmittal. | ||
(iv) Form of Letter from the Fund to Shareholders in Connection with the Funds Acceptance of Shares. | ||
(v) Form of Promissory Note. | ||
(vi) Forms of Notice of Withdrawal of Tender. | ||
(a)(2)-(4) | Not applicable. | |
(b) | None. | |
(d) | Not applicable. | |
(g) | Not applicable. | |
(h) | Not applicable. | |
107 | Filing Fee Table |
SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
BLACKSTONE PRIVATE CREDIT FUND | ||
By: | /s/ Oran Ebel | |
Name: | Oran Ebel | |
Title: | Chief Legal Officer and Secretary |
Dated: February 1, 2024
EXHIBIT INDEX
Exhibit |
||
(a)(1)(i) |
Cover Letter to Offer to Purchase and Letter of Transmittal. | |
(a)(1)(ii) |
Offer to Purchase. | |
(a)(1)(iii) |
Forms of Letter of Transmittal. | |
(a)(1)(iv) |
Form of Letter from the Fund to Shareholders in Connection with the Funds Acceptance of Shares. | |
(a)(1)(v) |
Form of Promissory Note. | |
(a)(1)(vi) |
Forms of Notice of Withdrawal of Tender. | |
EX-FILING FEES |
Calculation of Filing Fee Table |
Exhibit (a)(1)(i)
BLACKSTONE PRIVATE CREDIT FUND
c/o Blackstone Credit BDC Advisors LLC
345 Park Avenue, 31st Floor
New York, New York 10154
If you do not want to sell your shares of beneficial
interest at this time, please disregard this notice.
This is simply a notification of the Funds repurchase offer.
February 1, 2024
Dear Shareholder:
This letter serves to inform you of important dates relating to a repurchase offer by Blackstone Private Credit Fund (the Fund). If you are not interested in tendering your shares of beneficial interest in the Fund (Shares) for repurchase at this time, please disregard this notice and take no action.
Please note that the sale of Shares that have been issued after April 1, 2023 will be subject to an early repurchase deduction (except in the case of death, divorce and other limited exceptions, which will reduce your proceeds by 2%. In addition, the sale of Shares may also be subject to income and transfer taxes.
The tender offer period will begin on February 1, 2024 and end at 11:59 p.m., Eastern Time, on February 29, 2024. The purpose of the tender offer is to provide liquidity to shareholders of the Fund. Shares may be presented to the Fund for repurchase only by tendering them during one of the Funds announced tender offers.
If you do not wish to sell your Shares for any reason, simply disregard this notice. No action is required if you do not wish to sell any portion of your Shares at this time.
Should you wish to tender all or some of your Shares during this tender offer period, please complete the enclosed Letter of Transmittal and return it by mail or fax to the Funds Transfer Agent, SS&C GIDS, Inc., Attention: Blackstone Private Credit Fund, using one of the below options or to your financial advisor as instructed in the Letter of Transmittal:
Regular Mail - P.O. Box 219270, Kansas City, MO 64121
Overnight Mail - 430 W 7th Street, Suite 219270, Kansas City, MO 64105
Fax: 816-256-8862
All shareholders tendering Shares should carefully review their Letter of Transmittal and follow the delivery instructions therein.
All tenders of Shares must be received in good order by the Funds Transfer Agent by 11:59 p.m., Eastern Time, on February 29, 2024.
If you have any questions, please refer to the attached Offer to Purchase document, which contains additional important information about the repurchase offer, or call (844) 702-1299.
Sincerely, |
Blackstone Private Credit Fund |
Exhibit (a)(1)(ii)
BLACKSTONE PRIVATE CREDIT FUND
c/o Blackstone Credit BDC Advisors LLC
345 Park Avenue, 31st Floor
New York, New York 10154
Offer to Purchase Up to 56,194,843 Shares
of Beneficial Interest
Dated February 1, 2024
The Offer and Withdrawal Rights Will Expire at
11:59 p.m., Eastern Time, on February 29, 2024, Unless
the Offer is Extended
To the Shareholders of Blackstone Private Credit Fund:
Subject to the terms and conditions set forth in this offer to purchase (Offer to Purchase) and the related Letter of Transmittal (which together with the Offer to Purchase constitutes the Offer), Blackstone Private Credit Fund, a non-diversified, closed-end management investment company that has elected to be regulated as a business development company under the Investment Company Act of 1940, as amended (the 1940 Act) and is organized as a Delaware statutory trust (the Fund), is offering to purchase up to 56,194,843 of its outstanding shares of beneficial interest (including Class I common shares of beneficial interest, Class D common shares of beneficial interest and Class S common shares of beneficial interest, the Shares) pursuant to tenders by shareholders of the Fund (Shareholders) at a price equal to the net asset value per Share as of March 31, 2024 or a later date determined by the Fund if the Offer is extended (the Valuation Date). This Offer is currently scheduled to expire at 11:59 p.m., Eastern Time, on February 29, 2024 (the Expiration Date), but the Fund may extend this date; if it does, the Valuation Date may be changed. This Offer is being made to all Shareholders of the Fund and is not conditioned on any minimum amount of Shares being tendered, but is subject to certain conditions described below. Shares are not traded on any established trading market.
Shareholders should realize that the value of the Shares tendered in this Offer will likely change between the most recent time net asset value was calculated and communicated to them and the Valuation Date (the relevant date for determining the value of the Shares tendered to the Fund for purposes of calculating the purchase price of such Shares) and such change could be material. The Fund generally determines the net asset value of the Shares as of the last calendar day of each month within 20 business days after the first calendar day of the following month. The most recently calculated net asset value for each class of the Shares can be found by going to www.bcred.com. Shareholders should keep in mind that if they tender Shares in a tender offer with a Valuation Date that is within the 12-month period following the initial issue date of the Shares being tendered, such Shares will be subject to an early repurchase deduction (described further below) of 2% of the aggregate net asset value of the Shares repurchased. The early repurchase deduction will reduce the repurchase proceeds. For illustrative purposes, a Shareholder that acquires Shares on July 1 would not incur an early repurchase deduction for participating in a repurchase offer that has a valuation date of June 30 of the following year (or anytime thereafter).
Shareholders desiring to tender all or any portion of their Shares in accordance with the terms of the Offer should complete and sign the attached Letter of Transmittal and mail or fax it to the Funds transfer agent, SS&C GIDS, Inc. (the Transfer Agent), or the Shareholders financial advisor, as applicable, in the manner provided for in the Letter of Transmittal and set forth in Section 4 Procedure for Tenders below.
IMPORTANT
The Fund makes no recommendation to any Shareholder as to whether to tender or refrain from tendering Shares. Shareholders must make their own decisions whether to tender Shares and, if so, the portion of their Shares to tender.
Because each Shareholders investment decision is a personal one, based on its financial circumstances, no person has been authorized to make any recommendation on behalf of the Fund as to whether Shareholders should tender Shares pursuant to the Offer. No person has been authorized to give any information or to make any representations in connection with the Offer other than those contained herein or in the Letter of Transmittal. If given or made, such recommendation and such information and representations must not be relied on as having been authorized by the Fund.
This transaction has not been approved or disapproved by the Securities and Exchange Commission or the Commodity Futures Trading Commission nor has the Securities and Exchange Commission, the Commodity Futures Trading Commission, or any state securities commission passed on the fairness or merits of such transaction or on the accuracy or adequacy of the information contained in this document. Any representation to the contrary is unlawful.
Questions and requests for assistance and requests for additional copies of the Offer may be directed to the Transfer Agent:
SS&C GIDS, Inc.
Attention: Blackstone Private Credit Fund
P.O. Box 219270
Kansas City, MO 64121
Tel: (844) 702-1299 Fax: (816) 256-8862
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This is a summary of the features of the Offer. To understand the Offer fully and for a more complete discussion of the terms and conditions of the Offer, you should read carefully this entire Offer to Purchase and the related Letter of Transmittal.
| As disclosed in the Funds prospectus dated April 18, 2023, as amended and/or supplemented from time to time (Prospectus), the Fund may from time to time offer to repurchase a portion of its outstanding Shares pursuant to written tenders by Shareholders. Accordingly, the Fund is offering to purchase up to 56,194,843 Shares at a price equal to their net asset value (that is, the value of the Funds total assets minus its total liabilities, divided by outstanding Shares) determined as of March 31, 2024 or such later date as may be determined by the Fund if the Offer is extended (the Valuation Date). The Shares subject to the Offer represent approximately 5% of the outstanding Shares as of December 31, 2023. The Offer, which begins on February 1, 2024, will remain open until 11:59 p.m., Eastern Time, on February 29, 2024 (the Expiration Date). The Fund reserves the right to adjust the Valuation Date to correspond to any extension of the Offer. |
| All Shares issued after April 1, 2023 that are tendered and purchased in this Offer will be subject to a 2% early repurchase deduction. See Section 6 Purchases and Payment. |
| Shareholders may tender all or a portion of their Shares. |
| If you tender Shares and the Fund purchases those Shares, upon the terms and subject to the conditions of the Offer, the Fund will effect payment for those Shares by issuing a non-interest-bearing, non-transferable promissory note (held for you by the Transfer Agent) entitling you to the payment(s) described herein promptly after the determination of the relevant NAV per share is finalized. |
| Other than the early repurchase deduction described below (if applicable), the Fund does not expect to impose any charges on repurchases of Shares in the Fund. |
| If you tender only a portion of your Shares, you must maintain a minimum account balance of at least $500 as of the Valuation Date. The Fund reserves the right to purchase all your Shares in the Fund if you tender less than all of your Shares and the number of Shares you tender would cause your account in the Fund to have a value lower than the required minimum balance. The Offer is being made to all Shareholders and is not conditioned on any minimum amount of Shares being tendered. |
| If you are a participant in the Funds dividend reinvestment plan (DRIP) and elect to tender your Shares in full, any Shares issued to you under the DRIP subsequent to the expiration of the tender offer will be considered part of your prior tender, and your participation in the DRIP will be terminated as of the Expiration Date of the applicable tender offer. Any distributions to be paid to you on or after the Expiration Date will be paid in cash on the scheduled distribution payment date. |
| If you are a participant in the DRIP that elects to tender a portion of your Shares, your participation with respect to your Shares that were tendered will be terminated as of the Expiration Date of the applicable tender offer. For the avoidance of doubt, your participation in the DRIP with respect to the Shares that were tendered will be terminated as of the Expiration Date of the applicable tender offer regardless of whether all the Shares tendered are ultimately repurchased. Any distributions to be paid to you on or after the Expiration Date from the tendered Shares (whether or not the Shares were repurchased) will be paid in cash on the scheduled distribution payment date. |
| If the Fund accepts the tender of any of your Shares, your proceeds will be funded from one or more of the following sources: cash on hand (including cash received from investments in the Fund), borrowings and/or proceeds from the sale of portfolio holdings. |
| Additional repurchases will be made at such times and on such terms as may be determined by the Board of Trustees of the Fund (the Board). Blackstone Credit BDC Advisors LLC, the Funds investment adviser (the Adviser), expects that it will generally recommend to the Board that the Fund offer to repurchase a |
1
portion of its outstanding Shares four times each year, effective on or about March 31, June 30, September 30 and December 31, but the Fund is not required to make any such offer. |
| Following this summary is a formal notice of the Offer, which remains open until the Expiration Date, unless extended. If you elect to tender your Shares, you have the right to change your mind and withdraw your tendered Shares at any time until the Expiration Date or, if such tendered Shares have not been accepted by the Fund, at any time on or after March 29, 2024. If you would like to tender your Shares, you must complete the Letter of Transmittal enclosed with the Offer to Purchase, and return it as instructed in the Letter of Transmittal either (i) to the Transfer Agent, Attention: Blackstone Private Credit Fund, by (a) mail at P.O. Box 219270, Kansas City, MO 64121 (regular mail), or 430 W. 7th Street, Suite 219270, Kansas City, MO 64105 (overnight mail), or (b) fax to (816) 256-8862, Attention: Blackstone Private Credit Fund; or (ii) to your financial advisor, as directed. If you choose to fax the Letter of Transmittal, please mail the original promptly after you fax it. Your properly completed mailed or faxed Letter of Transmittal must be received prior to the Expiration Date. If you decide to tender, it is your responsibility to, and the Fund strongly recommends that you do, confirm receipt of your Letter of Transmittal with the Transfer Agent by (844) 702-1299, Monday through Friday, except holidays, during normal business hours of 9:00 a.m. to 5:00 p.m. (Eastern Time). All Shareholders tendering Shares should carefully review their Letter of Transmittal and follow the delivery instructions therein. |
| The value of your Shares will likely change between the most recent time the net asset value was calculated and communicated to you and the Valuation Date (the date when the value of your investment will be determined for purposes of calculating the purchase price of your Shares). If you would like to obtain the estimated net asset value of your Shares, visit the Funds website at www.bcred.com. |
| Please note that just as you have the right to withdraw your tender of Shares, the Fund has the right to cancel, amend or postpone this offer at any time on or before the Expiration Date. |
1. Background and Purpose of the Offer. The purpose of the Offer is to provide liquidity to Shareholders. Because there is no secondary trading market for Shares, the Board has determined, after consideration of various matters, that the Offer is in the best interests of Shareholders in order to provide liquidity for Shares as contemplated in the Prospectus. The Board intends to consider the continued desirability of the Fund making an offer to purchase Shares four times each year, but the Fund is not required to make any such offer.
The purchase of Shares pursuant to the Offer will have the effect of increasing the proportionate interest in the Fund of Shareholders who do not tender Shares. Shareholders who retain their Shares may be subject to increased risks that may possibly result from the reduction in the Funds aggregate assets resulting from payment for the Shares tendered. These risks include the potential for greater volatility due to decreased diversification. A reduction in the aggregate assets of the Fund may result in Shareholders who do not tender Shares bearing higher costs to the extent that certain expenses borne by the Fund are relatively fixed and may not decrease if assets decline. These effects may be reduced or eliminated to the extent that additional purchases of Shares are made by new and existing shareholders from time to time, although there can be no assurances that such new or additional purchases will occur.
Shares that are tendered to the Fund in connection with the Offer, if accepted for repurchase, will be repurchased, resulting in a change in the income ratio and an increase in the expense ratios of Shares owned by Shareholders remaining in the Fund (assuming no further issuances of Shares).
2. Offer to Purchase and Price. The Fund will purchase, upon the terms and subject to the conditions of the Offer, up to 56,194,843 of those outstanding Shares that are properly tendered by, and not withdrawn (in accordance with Section 5 Withdrawal Rights below) before, the Expiration Date.
The Fund reserves the right to extend, amend or cancel the Offer as described in Sections 3 and 7 below. The purchase price of a Share tendered will be its net asset value as of the Valuation Date, payable as set forth in Section 6. The Fund reserves the right to adjust the Valuation Date to correspond with any extension of the Offer.
2
As of the close of business on December 31, 2023, there were approximately 734,579,940 Class I Shares, 15,452,672 Class D Shares and 373,864,258 Class S Shares issued and outstanding, with a net asset value per share of $25.39 for Class I Shares, $25.39 for Class D Shares and $25.39 for Class S Shares. Shareholders may obtain monthly estimated net asset value information until the Expiration Date of the Offer at www.bcred.com. The value of the Shares tendered by Shareholders likely will change between the most recent time net asset value was calculated and communicated to you and the Valuation Date.
3. Amount of Tender. Subject to the limitations set forth below, Shareholders may tender all or a portion of their Shares. If you tender only a portion of your Shares, you must maintain a minimum account balance of at least $500 as of the Valuation Date. The Fund reserves the right to purchase all your Shares in the Fund if you tender less than all of your Shares and the number of Shares you tender would cause your account in the Fund to have a value lower than the required minimum balance. The Offer is being made to all Shareholders and is not conditioned on any minimum amount of Shares being tendered.
If less than 56,194,843 Shares are properly tendered pursuant to the Offer and not withdrawn, the Fund will, on the terms and subject to the conditions of the Offer, purchase all of the Shares so tendered unless the Fund elects to cancel or amend the Offer, or postpone acceptance of tenders made pursuant to the Offer, as provided in Section 7 Certain Conditions of the Offer below. If more than 56,194,843 Shares are duly tendered to the Fund before the expiration of the Offer and not withdrawn, pursuant to Section 5 Withdrawal Rights below, the Fund will accept Shares tendered on or before the Expiration Date for payment on a pro rata basis based on the number of tendered Shares with priority for repurchase requests in the case of the death or disability of a shareholder; provided that Fund reserves the right in its sole discretion to purchase additional outstanding Shares representing up to 2.0% of the Funds outstanding Shares without amending or extending the Offer as permitted by Rule 13e-4(f)(1) of the Securities Exchange Act of 1934, as amended. The unaccepted portion of any tender of Shares made by a Shareholder pursuant to this Offer shall not be automatically carried forward or given priority in connection with any future tender offer made by the Fund, but any Shareholder that wishes to have the Fund repurchase Shares that were not accepted for repurchase in connection with this Offer may again tender those Shares in connection with, and subject to the terms and conditions of, any future tender offer made by the Fund.
4. Procedure for Tenders. Shareholders wishing to tender Shares pursuant to the Offer must complete and execute the Letter of Transmittal in accordance with the instructions on the first page of such Shareholders Letter of Transmittal. The completed and executed Letter of Transmittal must be received by the specified agent by 11:59 p.m., Eastern Time, on the Expiration Date.
With respect to Shareholders that are required to submit their Letter of Transmittal to the Transfer Agent, Attention: Blackstone Private Credit Fund, submissions may be made either by (i) mail at P.O. Box 219270, Kansas City, MO 64121 (regular mail), or 430 W. 7th Street, Suite 219270, Kansas City, MO 64105 (overnight mail), or (ii) fax to (816) 256-8862, Attention: Blackstone Private Credit Fund. The Fund recommends that all documents be submitted by certified mail, return receipt requested, or by fax. A Shareholder choosing to fax a Letter of Transmittal must also mail the original completed and executed Letter of Transmittal promptly thereafter.
Shareholders wishing to confirm receipt of a Letter of Transmittal may contact the agent specified in the instructions therein. The method of delivery of any documents is at the election and complete risk of the Shareholder tendering Shares, including, but not limited to, the failure to receive any Letter of Transmittal or other document submitted by facsimile transmission. All questions as to the validity, form, eligibility (including time of receipt) and acceptance of tenders will be determined by the Fund, in its sole discretion, and its determination shall be final and binding. The Fund reserves the absolute right to reject any or all tenders (i) determined by it not to be in appropriate form or (ii) for which the acceptance of, or payment for, would, in the opinion of counsel for the Fund, be unlawful. The Fund also reserves the absolute right to waive any of the conditions of the Offer or any defect in any tender with respect to any particular Shares or any particular
3
Shareholder (including, without limitation, the conditions relating to the dates on which Shares must be tendered or withdrawn), and the Funds interpretation of the terms and conditions of the Offer will be final and binding. Unless waived, any defects or irregularities in connection with tenders must be cured within such time as the Fund shall determine. Tenders will not be deemed to have been made until the defects or irregularities have been cured or waived. None of the Fund, the Board, the Adviser, or any of their agents is obligated to give notice of any defects or irregularities in tenders, nor shall any of them incur any liability for failure to give such notice.
5. Withdrawal Rights. Any Shareholder tendering Shares pursuant to this Offer may withdraw tendered Shares at any time before the Expiration Date or, if the Fund has not accepted such tendered Shares, on or after March 29, 2024. A form to use to give notice of withdrawal is enclosed with the Offer to Purchase. To be effective, any notice of withdrawal must be timely received by the agent specified in the instructions to the Notice of Withdrawal. All questions as to the form and validity (including time of receipt) of notices of withdrawal will be determined by the Fund, in its sole discretion, and such determination shall be final and binding. Shares properly withdrawn shall not thereafter be deemed to be tendered for purposes of the Offer. However, withdrawn Shares may be re-tendered prior to the Expiration Date by following the procedures for tenders described above.
6. Purchases and Payment. For purposes of the Offer, the Fund will be deemed to have accepted Shares that are tendered if and when it gives written notice to the tendering Shareholder of its election to purchase such Shares.
If a Shareholder tenders Shares and the Fund purchases those Shares, upon the terms and subject to the conditions of the Offer, the Fund will effect payment for those Shares by issuing a non-interest-bearing, non-transferable promissory note (held for you by the Transfer Agent) entitling you to the payment(s) described herein promptly after the determination of the relevant NAV per share is finalized.
Other than the early repurchase deduction described below (if applicable), the Fund does not expect to impose any charges on repurchases of Shares in the Fund.
Each Shareholder whose Shares (or portion thereof) have been accepted for repurchase will continue to be a Shareholder of the Fund until the Valuation Date (and thereafter if not all of its Shares are repurchased) and may exercise his or her voting rights with respect to the repurchased Shares (or portion thereof) until the Valuation Date.
As described in the Prospectus, the amount to which any Shareholder that sells Shares to the Fund in a repurchase offer that has a tender valuation date within the 12 month period following the original issue date of the Shares is entitled to be paid for the tendered Shares will be reduced by 2% of the aggregate net asset value of the Shares repurchased by the Fund (except in the case of death, divorce or qualified disability of a Shareholder and certain discretionary model portfolio management programs); this reduction is referred to herein as an early repurchase deduction. The early repurchase deduction will be retained by the Fund for the benefit of remaining Shareholders. Shares repurchased will be treated as having been repurchased on a first infirst out basis. Therefore, the portion of Shares repurchased will be deemed to have been taken from the earliest Shares purchased by such Shareholder. In addition, the Funds Shares may be sold to certain feeder vehicles primarily created to hold the Funds 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 Fund may not apply the early repurchase deduction to the feeder vehicles or underlying investors, often because of administrative or systems limitations. Payment of the early repurchase deduction will be made by reducing the repurchase proceeds.
A Shareholder who tenders some but not all of such Shareholders Shares for repurchase will be required to maintain a minimum account balance of $500 in the Fund. Such minimum account balance requirement may be waived by the Fund, in its sole discretion. The Fund reserves the right to reduce the number of Shares to be repurchased from a Shareholder so that the required account balance is maintained.
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The Fund expects that the purchase price for Shares acquired pursuant to the Offer to Purchase will be derived from cash on hand (including cash received from investments in the Fund), borrowings and/or proceeds from the sale of portfolio holdings. Payment for repurchased shares may require the Fund to liquidate portfolio holdings earlier than our Adviser would otherwise have caused these holdings to be liquidated, potentially resulting in losses, and may increase our investment-related expenses as a result of higher portfolio turnover rates. The Fund intends to take measures, subject to policies as may be established by our Board of Trustees, to attempt to avoid or minimize potential losses and expenses resulting from the repurchase of shares.
7. Certain Conditions of the Offer. The Fund reserves the right, at any time and from time to time, to extend the period of time during which the Offer is pending by notifying Shareholders of such extension. If the Fund elects to extend the tender period, the Valuation Date may occur after March 31, 2024 and in that case, for purposes of determining the purchase price for tendered Shares, the net asset value of such Shares will be determined approximately one month after the actual Valuation Date. During any such extension, all Shares previously tendered and not withdrawn will remain subject to the Offer. The Fund also reserves the right, at any time and from time to time, up to and including acceptance of tenders pursuant to the Offer, to: (a) cancel the Offer and in the event of such cancellation, not to purchase or pay for any Shares tendered pursuant to the Offer; (b) amend the Offer; or (c) postpone the acceptance of Shares tendered. If the Fund determines to amend the Offer or to postpone the acceptance of Shares tendered, it will, to the extent necessary, extend the period of time during which the Offer is open as provided above and will promptly notify Shareholders.
Please note that just as you have the opportunity to withdraw shares that you have tendered under certain circumstances, the Fund has the right to cancel, amend or postpone the Offer at any time before accepting tendered Shares. The Fund may cancel the Offer, amend the Offer or postpone the acceptance of tenders made pursuant to the Offer if: (a) the Fund would not be able to liquidate portfolio securities in a manner that is orderly and consistent with the Funds investment objectives and policies in order to purchase Shares tendered pursuant to the Offer; (b) there is, in the Boards judgment, any (i) legal action or proceeding instituted or threatened challenging the Offer or that otherwise would have a material adverse effect on the Fund, (ii) declaration of a banking moratorium by Federal or state authorities or any suspension of payment by banks in the United States or New York State that is material to the Fund, (iii) limitation imposed by Federal or state authorities on the extension of credit by lending institutions, (iv) suspension of trading on any organized exchange or over-the-counter market where the Fund has a material investment, (v) commencement of war, armed hostilities or other international or national calamity directly or indirectly involving the United States that is material to the Fund, (vi) material decrease in the estimated net asset value of the Fund from the estimated net asset value of the Fund as of the commencement of the Offer, or (vii) other event or condition that would have a material adverse effect on the Fund or its Shareholders if Shares tendered pursuant to the Offer were purchased; or (c) the Independent Trustees of the Fund determine that it is not in the best interest of the Fund to purchase Shares pursuant to the Offer. However, there can be no assurance that the Fund will exercise its right to extend, amend or cancel the Offer or to postpone acceptance of tenders pursuant to the Offer.
8. Certain Information About the Fund. The Fund is a non-diversified, closed-end management investment company that has elected to be regulated as a business development company under the 1940 Act and is organized as a Delaware statutory trust. The principal executive office of the Fund is located at 345 Park Avenue, 31st Floor, New York, New York 10154 and the telephone number is (212) 503-5100. Shares are not traded on any established trading market.
The Fund does not have any plans or proposals that relate to or would result in: (a) the acquisition by any person of additional Shares (other than the Funds intention to accept purchases for Shares from time to time, the DRIP or otherwise in the discretion of the Fund) or the disposition of Shares (except for periodic discretionary solicitations of tender offers); (b) an extraordinary transaction, such as a merger, reorganization or liquidation, involving the Fund; (c) any material change in the present distribution policy or indebtedness or capitalization of the Fund; (d) any change in the identity of the investment adviser or Trustees of the Fund, or in the management of the Fund including, but not limited to, any plans or proposals to change the number or the term of the Trustees,
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to change any material term of the investment advisory arrangements with the Adviser; (e) a sale or transfer of a material amount of assets of the Fund (other than as the Trustees determine may be necessary or appropriate to fund any portion of the purchase price for Shares acquired pursuant to this Offer to Purchase or in connection with the ordinary portfolio transactions of the Fund); (f) any other material change in the Funds structure or business, including any plans or proposals to make any changes in its fundamental investment policy for which a vote would be required by Section 13 of the 1940 Act; or (g) any changes in the Fourth Amended and Restated Declaration of Trust, Bylaws, or Prospectus or other actions that may impede the acquisition of control of the Fund by any person.
Based on the number of Shares outstanding as of December 31, 2023, the following persons own the number of Shares indicated in the below table:
Person |
Shares | Percentage of the Funds Outstanding Shares |
||||||
Adviser |
1,000,000 | * | ||||||
Robert Bass |
5,207 | * | ||||||
James F. Clark |
18,226 | * | ||||||
Tracy Collins |
| | ||||||
Vicki L. Fuller |
| | ||||||
Michelle Greene |
| | ||||||
Brad Marshall |
78,110 | * | ||||||
Jonathan Bock |
| | ||||||
Vikrant Sawhney |
45,875 | * | ||||||
Carlos Whitaker |
| | ||||||
Teddy Desloge |
4,537 | * | ||||||
Matthew Alcide |
| | ||||||
Katherine Rubenstein |
3,554 | * | ||||||
Oran Ebel |
| | ||||||
William Renahan |
| | ||||||
Stacy Wang |
| |
* | Less than 1%. |
Based on information available to the Fund, none of the persons listed above intends to tender any of his or her Shares in the Offer.
During the past sixty (60) days, the Fund has issued to the Adviser, Trustees and officers of the Fund an aggregate of approximately 2,680 shares, including the net impact of shares issued pursuant to the Funds DRIP, for net proceeds of approximately $0.07 million to the Adviser, any Trustee or officer of the Fund, or any person controlling the Fund or the Adviser. There have been no other transactions in Shares effected during the past sixty (60) days by the Fund, the Adviser, or any Trustee or officer of the Fund, or any person controlling the Fund or the Adviser.
9. Tender by DRIP Participants. If you are a participant in the Funds dividend reinvestment plan (DRIP) and elect to tender your Shares in full, any Shares issued to you under the DRIP subsequent to the expiration of the tender offer will be considered part of your prior tender, and your participation in the DRIP will be terminated as of the Expiration Date of the applicable tender offer. Any distributions to be paid to you on or after the Expiration Date will be paid in cash on the scheduled distribution payment date.
If you are a participant in the DRIP that elects to tender a portion of your Shares, your participation with respect to your Shares that were tendered will be terminated as of the Expiration Date of the applicable tender offer. For the avoidance of doubt, your participation in the DRIP with respect to the Shares that were tendered will be terminated as of the Expiration Date of the applicable tender offer regardless of whether all the Shares
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tendered are ultimately repurchased. Any distributions to be paid to you on or after the Expiration Date from the tendered Shares (whether or not the Shares were repurchased) will be paid in cash on the scheduled distribution payment date.
10. Certain Federal Income Tax Consequences. The following discussion is a general summary of the U.S. federal income tax consequences of the purchase of Shares by the Fund from Shareholders pursuant to the Offer. This summary is based on U.S. federal income tax law as of the date hereof, including the Internal Revenue Code of 1986, as amended (the Code), applicable Treasury regulations, Internal Revenue Service (IRS) rulings, judicial authority and current administrative rulings and practice, all of which are subject to change, possibly with retroactive effect. There can be no assurance that the IRS would not assert, or that a court would not sustain, a position contrary to any of those set forth below, and the Fund has not obtained, nor does the Fund intend to obtain, a ruling from the IRS or an opinion of counsel with respect to any of the consequences described below. For more detailed information regarding tax considerations applicable to a purchase of Shares by the Fund pursuant to the Offer, and ownership of Shares of the Fund in general, see the Funds Prospectus. Shareholders should also consult their own tax advisers regarding their particular situation and the potential tax consequences of a purchase of their Shares by the Fund pursuant to the Offer, including but not limited to potential state, local and foreign taxation, as well as any applicable transfer taxes.
Except where noted, this discussion deals only with Shares held as capital assets and does not deal with all tax consequences that may be relevant to Shareholders in light of their particular circumstances or to Shareholders subject to special tax rules (including, without limitation, partnerships or other pass-through entities (and investors therein), dealers or traders in securities, financial institutions, tax-exempt organizations, insurance companies, U.S. expatriates, persons liable for the alternative minimum tax, persons holding Shares as a part of a hedging, conversion or constructive sale transaction or a straddle, nonresident alien individuals present in the United States for more than 182 days during the taxable year in which their Shares are repurchased pursuant to the Offer or U.S. Shareholders (as defined below) whose functional currency is not the U.S. dollar). In addition, this discussion does not address any considerations in respect of any withholding required pursuant to the Foreign Account Tax Compliance Act of 2010 (including the Treasury regulations promulgated thereunder and intergovernmental agreements entered into in connection therewith).
As used herein, the term U.S. Shareholder refers to a Shareholder who is (i) an individual citizen or resident of the United States, (ii) a corporation created or organized in or under the laws of the United States or any State thereof or the District of Columbia, (iii) an estate the income of which is subject to U.S. federal income tax regardless of the source of such income, or (iv) a trust if (a) a court within the United States is able to exercise primary supervision over the administration of the trust and one or more U.S. persons (as defined in the Code) have the authority to control all substantial decisions of the trust or (b) the trust has a valid election in effect under applicable Treasury regulations to be treated as a U.S. person. The term Non-U.S. Shareholder refers to a Shareholder who is an individual, corporation, estate or trust and is not a U.S. Shareholder. Except for the discussion under Non-U.S. Shareholders and Backup Withholding, the following discussion is limited to U.S. Shareholders.
Sale or Exchange of Shares. Under Section 302(b) of the Code, a Shareholder (other than a tax-exempt Shareholder) whose Shares are repurchased pursuant to the Offer generally will be treated as having sold the Shares and will recognize gain or loss for U.S. federal income tax purposes, so long as either (a) such Shareholder tenders, and the Fund repurchases, all of such Shareholders Shares (i.e., reduces such Shareholders percentage ownership of the Fund to 0%), (b) such Shareholder meets numerical safe harbors with respect to percentage voting interest and reduction in ownership of the Fund following the completion of the Offer, or (c) the tender otherwise results in a distribution that is not essentially equivalent to a dividend, which determination depends on a Shareholders particular facts and circumstances, including the initial size of, and extent to, which a Shareholders ownership percentage interest in the Fund is reduced. For these purposes, a shareholders ownership of the Fund is determined after applying the ownership attribution rules under Section 318 of the Code. The gain or loss recognized by a Shareholder in such case generally will equal the
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difference between the price paid by the Fund for the Shares pursuant to the Offer and the Shareholders adjusted tax basis in the Shares sold. A tendering Shareholders gain or loss will generally be a capital gain or loss. A capital gain or loss will generally be treated as a long-term capital gain or loss if the Shares have been held for more than one year and as a short-term capital gain or loss if the Shares have been held for one year or less. For these purposes, a Shareholders holding period in Shares repurchased pursuant to the Offer should terminate as of the Valuation Date. If a Shareholder realizes a gain upon the sale of its Shares and payment for the Shares is received after the close of the taxable year of the Shareholder in which the Valuation Date occurs, it is expected that, unless the Shareholder elects otherwise, the Shareholder will generally recognize such gain in the taxable year in which the proceeds are received. The maximum U.S. federal income tax rate applicable to short-term capital gains recognized by a non-corporate Shareholder is currently the same as the applicable ordinary income rate. In addition, the Code generally imposes a 3.8% Medicare contribution tax on the net investment income of certain individuals, estates and trusts to the extent their income exceeds certain threshold amounts. For these purposes, net investment income generally includes, among other things, (i) distributions paid by the Fund of net investment income and capital gains, and (ii) any net gain from the sale, exchange or other taxable disposition of the Shares.
In the event that a tendering Shareholders ownership (or deemed ownership under Section 318 of the Code) of Shares of the Fund is not reduced to the extent required under the tests described above, such Shareholder may be deemed to receive a distribution from the Fund as defined under Section 301 of the Code with respect to the Shares held by the Shareholder after the tender (a Section 301 distribution). Such distribution, which would equal the price paid by the Fund to such Shareholder for the Shares sold, would be taxable as a dividend to the extent of the Funds current and/or accumulated earnings and profits allocable to such distribution, with the excess treated as a return of capital reducing the Shareholders tax basis in the Shares, and thereafter as capital gain. If any amounts received by a Shareholder are treated as a dividend, the tax basis (after any adjustment for a return of capital) in the Shares sold pursuant to the Offer will generally be transferred to any remaining Shares held by the Shareholder. It is not expected that any amount treated as a dividend will be eligible for the dividends received deduction allowed to corporations or for the reduced U.S. federal income tax rates that are currently imposed on certain qualified dividend income received by non-corporate Shareholders.
Provided that no tendering Shareholder is treated as receiving a Section 301 distribution as a result of the Offer, Shareholders whose percentage ownership of the Fund increases as a result of the Offer will not be treated as realizing constructive distributions by virtue of that increase. In the event that any tendering Shareholder is deemed to receive a Section 301 distribution as a result of the Offer, it is possible that Shareholders whose percentage ownership of the Fund increases as a result of the Offer, including Shareholders who do not tender any Shares pursuant to the Offer, may be deemed to receive a constructive distribution under Section 305(c) of the Code in an amount determined by the increase in their percentage ownership of the Fund as a result of the Offer. Such constructive distribution will be treated as a dividend to the extent of the Funds current and/or accumulated earnings and profits allocable to it.
Under the wash sale rules under the Code, provided the tender of Shares pursuant to the Offer is treated as a sale or exchange (and not a distribution as described above), loss recognized on Shares sold pursuant to the Offer will ordinarily be disallowed to the extent the Shareholder acquires other Shares of the Fund (whether through automatic reinvestment of dividends or otherwise) or substantially identical stock or securities within 30 days before or after the date the tendered Shares are purchased pursuant to the Offer. In that event, the basis and holding period of the Shares (or substantially identical stock or securities) acquired will be adjusted to reflect the disallowed loss. Any loss realized by a Shareholder on the sale of Shares held by the Shareholder for six months or less will be treated for U.S. federal income tax purposes as a long-term capital loss to the extent of any distributions or deemed distributions of long-term capital gains received by the Shareholder with respect to such Shares. A Shareholders ability to utilize capital losses may be limited under the Code.
Non-U.S. Shareholders. Generally, if a Non-U.S. Shareholders sale of Shares pursuant to the Offer is respected as a sale or exchange for U.S. federal income tax purposes pursuant to Section 302(b) of the Code (as
8
discussed above), any gain realized by the Non-U.S. Shareholder will not be subject to U.S. federal income tax or to any U.S. tax withholding, provided that such gain is not effectively connected with a trade or business carried on in the United States by the Non-U.S. Shareholder. If, however, all or a portion of the proceeds received by a tendering Non-U.S. Shareholder is treated for U.S. federal income tax purposes as a distribution by the Fund that is a dividend, or if a Non-U.S. Shareholder is otherwise treated as receiving a deemed distribution that is a dividend by reason of the Shareholders increase in its percentage ownership of the Fund resulting from other Shareholders sale of Shares pursuant to the Offer, and, as discussed in greater detail in the Funds Prospectus, absent a statutory exemption, the dividend received or deemed received by the Non-U.S. Shareholder will be subject to a U.S. withholding tax of 30% (or a lower treaty rate). If any gain or dividend income realized in connection with the tender of Shares by a Non-U.S. Shareholder is effectively connected with a trade or business carried on in the United States by the Non-U.S. Shareholder, such gain or dividend will generally be taxed at the regular rates applicable to U.S. Shareholders. In addition, if the Non-U.S. Shareholder is a non-U.S. corporation, it may be subject to a branch profits tax of 30% (or a lower treaty rate) on its effectively connected income. In order to qualify for an exemption from withholding for effectively connected income or for lower withholding tax rates under income tax treaties, or to establish an exemption from backup withholding, a Non-U.S. Shareholder must comply with special certification and filing requirements relating to its non-U.S. status (including, in general, furnishing an IRS Form W-8ECI, W-8BEN or W-8BEN-E, as applicable, or any substitute form). Because an applicable withholding agent may not be able to determine if a particular Non-U.S. Shareholder qualifies for sale or exchange treatment pursuant to Section 302(b) of the Code, such agent may withhold U.S. federal income tax equal to 30% of the gross payments payable to a Non-U.S. Shareholder unless the agent determines that an exemption or a reduced rate of withholding is available as discussed above.
However, a Non-U.S. Shareholder may be eligible to obtain a refund of all or a portion of any tax withheld if such Non-U.S. Shareholder establishes that it qualifies for sale or exchange treatment pursuant to Section 302(b) of the Code or is otherwise able to establish that no tax or a reduced amount of tax is due. See the section of the Funds Prospectus entitled Certain U.S. Federal Income Tax ConsiderationsForeign Shareholders for further information concerning the taxation of Non-U.S. Shareholders. Non-U.S. Shareholders are urged to consult their tax advisors regarding the application of U.S. federal income tax rules, including withholding, to their tender of Shares.
Backup Withholding. The Fund generally is required to withhold and remit to the U.S. Treasury a percentage of the taxable distributions and redemption proceeds paid to any U.S. Shareholder who fails to properly furnish the Fund with a correct taxpayer identification number and a certification that such Shareholder is not subject to backup withholding (generally, through the provision of a properly executed IRS Form W-9). A Non-U.S. Shareholder generally can establish an exemption from backup withholding by certifying as to its foreign status (generally, through the provision of a properly executed IRS Form W-8BEN, W-8BEN-E or other applicable Form W-8).
Shareholders should provide the Fund with a completed IRS Form W-9, W-8BEN or W-8BEN-E, as applicable, or other appropriate form in order to avoid backup withholding on the payment they receive from the Fund regardless of how they are taxed with respect to their tendered Shares. Backup withholding is not an additional tax and any amount withheld may be credited against a Shareholders U.S. federal income tax liability, and may entitle the Shareholder to a refund, provided in each case that the appropriate information is furnished to the IRS.
Other Tax Consequences. The Funds purchase of Shares in the Offer may directly result in, or contribute to a subsequent, limitation on the Funds ability to use capital loss carryforwards to offset future gains.
Therefore, in certain circumstances, Shareholders who remain Shareholders following completion of the Offer may pay taxes sooner, or pay more taxes, than they would have had the Offer not occurred.
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Payments for repurchased Shares may require the Fund to liquidate all or a portion of its portfolio holdings. Such action could give rise to increased taxable distributions to Shareholders, including distributions of ordinary income or short-term capital gains taxable to individuals as ordinary income.
Under Treasury regulations directed at tax shelter activity, if a Shareholder recognizes a loss of $2 million or more for an individual Shareholder or $10 million or more for a corporate Shareholder, such Shareholder must file with the IRS a disclosure statement on Form 8886. Direct holders of portfolio securities are in many cases excepted from this reporting requirement, but under current guidance, shareholders of a regulated investment company (RIC), such as the Fund, are not excepted. Future guidance may extend the current exception from this reporting requirement to shareholders of most or all RICs. The fact that a loss is reportable under these regulations does not affect the legal determination of whether the taxpayers treatment of the loss is proper.
Shareholders should consult their own tax advisers concerning any possible disclosure obligation with respect to their disposition of Shares pursuant to the Offer.
11. Miscellaneous. The Offer is not being made to, nor will tenders be accepted from, Shareholders in any jurisdiction in which the Offer or its acceptance would not comply with the securities or Blue Sky laws of such jurisdiction. The Fund is not aware of any jurisdiction in which the Offer or tenders pursuant thereto would not be in compliance with the laws of such jurisdiction. However, the Fund reserves the right to exclude Shareholders from the Offer in any jurisdiction in which it is asserted that the Offer cannot lawfully be made.
The Fund believes such exclusion is permissible under applicable laws and regulations, provided the Fund makes a good faith effort to comply with any state law deemed applicable to the Offer.
The Fund has filed an Issuer Tender Offer Statement on Schedule TO with the Securities and Exchange Commission (the SEC), which includes certain information relating to the Offer summarized herein. A free copy of such statement may be obtained from the Fund at www.bcred.com, by contacting the Transfer Agent at (844) 702-1299, or from the SECs internet web site, http://www.sec.gov.
The audited annual financial statements of the Fund dated December 31, 2022 filed with the SEC on EDGAR on March 17, 2023, are incorporated by reference. The Fund will prepare and make available to Shareholders the audited annual financial statements of the Fund within 90 days after the close of the period for which the report is being made, or as otherwise required by the 1940 Act.
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Exhibit (a)(1)(iii)
Letter of Transmittal
Regarding Shares in Blackstone Private Credit Fund
For Clients of Charles Schwab & Co., Inc.,
National Financial Services LLC / Fidelity Brokerage Services LLC
and
RBC Capital Markets LLC.
Tendered Pursuant to the Offer to Purchase
Dated February 1, 2024
The Offer and withdrawal rights will expire on February 29, 2024 and
this Letter of Transmittal must be received by
the Funds Transfer Agent, either by mail or by fax, by 11:59 p.m.,
Eastern Time, on February 29, 2024, unless the Offer is extended
Complete this Letter of Transmittal and follow the Transmittal
Instructions included herein
Dear Shareholders:
The undersigned hereby tenders to Blackstone Private Credit Fund, a non-diversified, closed-end management investment company that has elected to be regulated as a business development company under the Investment Company Act of 1940, as amended (the 1940 Act) and is organized as a Delaware statutory trust (the Fund), the shares of beneficial interest in the Fund or portion thereof held by the undersigned, described and specified below, on the terms and conditions set forth in the Offer to Purchase dated February 1, 2024 (the Offer to Purchase), receipt of which is hereby acknowledged, and in this Letter of Transmittal (which together with the Offer to Purchase constitute the Offer). The Tender and this Letter of Transmittal are subject to all the terms and conditions set forth in the Offer to Purchase, including, but not limited to, the absolute right of the Fund to reject any and all tenders determined by it, in its sole discretion, not to be in the appropriate form.
The undersigned hereby sells to the Fund the shares of beneficial interest in the Fund or portion thereof tendered hereby pursuant to the Offer.
The undersigned hereby warrants that the undersigned has full authority to sell the shares of beneficial interest in the Fund or portion thereof tendered hereby and that the Fund will acquire good title thereto, free and clear of all liens, charges, encumbrances, conditional sales agreements or other obligations relating to the sale thereof, and not subject to any adverse claim, when and to the extent the same are purchased by it. Upon request, the undersigned will execute and deliver any additional documents necessary to complete the sale in accordance with the terms of the Offer. The undersigned recognizes that under certain circumstances set forth in the Offer, the Fund may not be required to purchase any of the beneficial shares of interest in the Fund or portions thereof tendered hereby.
A non-transferable, non-interest bearing promissory note for the purchase price will be issued to the undersigned if the Fund accepts for purchase the shares tendered hereby. The undersigned acknowledges that SS&C GIDS, Inc., the Funds transfer agent, will hold the promissory note on behalf of the undersigned. The cash payment(s) of the purchase price for the shares of beneficial interest in the Fund or portion thereof of the undersigned, as described in Section 6 Purchases and Payment of the Offer to Purchase, shall be wired to the account at your financial intermediary from which your subscription funds were debited.
All authority herein conferred or agreed to be conferred shall survive the death or incapacity of the undersigned and the obligation of the undersigned hereunder shall be binding on the heirs, personal representatives, successors and assigns of the undersigned. Except as stated in Section 5 Withdrawal Rights of the Offer to Purchase, this tender is irrevocable.
(PAGE 1 of 4)
VALUATION DATE: March 31, 2024
TENDER OFFER EXPIRATION DATE: 11:59 p.m. (Eastern Time), February 29, 2024
PARTS 1, 2, 3, 4, AND 5 MUST BE COMPLETED AND IN GOOD ORDER IN ORDER TO PROCESS YOUR REQUEST
If You Invest In The Fund Through A Financial Intermediary Through Whom You Expect To Have Your Tender Offer Request Submitted, Please Allow For Additional Processing Time As The Letter of Transmittal Must Ultimately Be Received By The Funds Transfer Agent No Later Than 11:59 p.m. (Eastern Time) On The Expiration Date. This Letter of Transmittal should be submitted individually and not combined with another repurchase request.
PLEASE SEND COMPLETED FORMS TO YOUR FINANCIAL ADVISOR / PORTFOLIO MANAGER
PART 1 NAME (AS IT APPEARS ON YOUR BLACKSTONE PRIVATE CREDIT FUND STATEMENT) AND CONTACT INFORMATION
Fund Name: | ||
Fund Account #: | ||
Account Name/Registration: | ||
Address: | ||
City, State, Zip | ||
Telephone Number: | ||
Email Address: | ||
Financial Intermediary Firm Name: | ||
Financial Intermediary Account #: | ||
Financial Advisor Name: | ||
Financial Advisor Telephone #: |
PART 2 REQUESTED TENDER AMOUNT
Please select repurchase type by checking one of the boxes below. If you are requesting a partial repurchase, please provide a number of Shares.
☐ | Full Repurchase |
☐ | Partial Repurchase* of # Class I Shares (please only provide a number of Shares, not a dollar amount) |
☐ | Partial Repurchase* of # Class D Shares (please only provide a number of Shares, not a dollar amount) |
☐ | Partial Repurchase* of # Class S Shares (please only provide a number of Shares, not a dollar amount) |
* | If the requested partial repurchase would put the account balance below the required minimum balance, the Fund may reduce the amount to be repurchased such that the required minimum balance is maintained, unless you indicate otherwise by checking the following box: |
☐ | Change request to Full Repurchase if amount requested to be repurchased would need to be reduced to maintain minimum account balance |
PART 3 REPURCHASE TYPE (Check one, required)
☐ Normal ☐ Death ☐ Disability ☐ Divorce
(PAGE 2 of 4)
OTHER TENDER OFFER CONSIDERATIONS
(select only one)
Our share repurchase plan contains limitations on the number of shares that can be repurchased under the plan during any quarter. In addition to these limitations, we cannot guarantee that we will have sufficient funds to accommodate all repurchase requests made in any applicable repurchase period and we may elect to repurchase fewer shares than have been requested in any particular quarter, or none at all. If the number of shares subject to repurchase requests exceeds the then applicable limitations, or if we otherwise do not make all requested repurchases, each shareholders request will be reduced on a pro rata basis after we have repurchased all shares for which repurchase has been requested due to death, disability or divorce. If repurchase requests are reduced on a pro rata basis after we have repurchased all shares for which repurchase has been requested due to death, disability or divorce, you may elect (at the time of your repurchase request) to either withdraw your entire request for repurchase or have your request honored on a pro-rata basis. If you wish to have the remainder of your initial request repurchased, you must submit a new repurchase request, in the next repurchase period, for the remaining amount. Please select one of the following options below. If an option is not selected, your repurchase request will be processed on a pro-rata basis, if needed.
☐ | Process my repurchase request on a pro-rata basis. |
☐ | Withdraw (do not process) my entire repurchase request if amount will be reduced on a pro-rata basis. |
PART 4 COST BASIS SELECTION (Select only one)
U.S. federal income tax information reporting rules generally apply to certain transactions in our shares. Where they apply, the cost basis calculated for the shares involved will be reported to the Internal Revenue Service (IRS) and to you. Generally these rules apply to our shares, including those purchased through our distribution reinvestment plan. You should consult your own tax advisor regarding the consequences of these new rules and your cost basis reporting options.
Indicate below the cost basis method you would like us to apply.
IMPORTANT: If an option is not selected, your cost basis will be calculated using the FIFO method.
☐ | FIFO (First In / First Out) |
☐ | LIFO (Last In / First Out) Consult your tax advisor to determine whether this method is available to you. |
☐ | Specific Lots |
If you have selected Specific Lots, please identify the lots below:
Date of Purchase:
|
Amount of Purchase:
| |
Date of Purchase:
|
Amount of Purchase:
| |
Date of Purchase:
|
Amount of Purchase:
|
PART 5 PAYMENT
Payments will be directed back to the account from which your subscription funds were debited. Contact your financial intermediary or account manager if you have any questions.
(PAGE 3 of 4)
PART 6 SIGNATURE(S)
The undersigned subscriber acknowledges that this request is subject to all the terms and conditions set forth in the Funds Prospectus and the Offer to Purchase dated February 1, 2024 (the Offer to Purchase) and all capitalized terms used herein have the meaning as defined in the Funds Prospectus. This request is irrevocable except as described in the Offer to Purchase. The undersigned represents that the undersigned is the beneficial owner of the shares in the Fund to which this repurchase request relates, or that the person signing this request is an authorized representative of the tendering shareholder.
In the case of joint accounts, each joint holder must sign this repurchase request. Requests on behalf of a foundation, partnership or any other entity should be accompanied by evidence of the authority of the person(s) signing.
| ||||
Signature | Print Name of Authorized Signatory (and Title if applicable) | Date | ||
| ||||
Signature | Print Name of Authorized Signatory (and Title if applicable) | Date |
(PAGE 4 of 4)
Letter of Transmittal
Regarding Shares in Blackstone Private Credit Fund
For Clients of UBS Financial Services Inc.,
Pershing, LLC and TD Ameritrade Clearing Inc.
Tendered Pursuant to the Offer to Purchase
Dated February 1, 2024
The Offer and withdrawal rights will expire on February 29, 2024 and
this Letter of Transmittal must be received by
the Funds Transfer Agent, either by mail or by fax, by 11:59 p.m.,
Eastern Time, on February 29, 2024, unless the Offer is extended
Complete this Letter of Transmittal and follow the Transmittal
Instructions included herein
Dear Shareholders:
The undersigned hereby tenders to Blackstone Private Credit Fund, a non-diversified, closed-end management investment company that has elected to be regulated as a business development company under the Investment Company Act of 1940, as amended (the 1940 Act) and is organized as a Delaware statutory trust (the Fund), the shares of beneficial interest in the Fund or portion thereof held by the undersigned, described and specified below, on the terms and conditions set forth in the Offer to Purchase dated February 1, 2024 (the Offer to Purchase), receipt of which is hereby acknowledged, and in this Letter of Transmittal (which together with the Offer to Purchase constitute the Offer). The Tender and this Letter of Transmittal are subject to all the terms and conditions set forth in the Offer to Purchase, including, but not limited to, the absolute right of the Fund to reject any and all tenders determined by it, in its sole discretion, not to be in the appropriate form.
The undersigned hereby sells to the Fund the shares of beneficial interest in the Fund or portion thereof tendered hereby pursuant to the Offer.
The undersigned hereby warrants that the undersigned has full authority to sell the shares of beneficial interest in the Fund or portion thereof tendered hereby and that the Fund will acquire good title thereto, free and clear of all liens, charges, encumbrances, conditional sales agreements or other obligations relating to the sale thereof, and not subject to any adverse claim, when and to the extent the same are purchased by it. Upon request, the undersigned will execute and deliver any additional documents necessary to complete the sale in accordance with the terms of the Offer. The undersigned recognizes that under certain circumstances set forth in the Offer, the Fund may not be required to purchase any of the beneficial shares of interest in the Fund or portions thereof tendered hereby.
A non-transferable, non-interest bearing promissory note for the purchase price will be issued to the undersigned if the Fund accepts for purchase the shares tendered hereby. The undersigned acknowledges that SS&C GIDS, Inc., the Funds transfer agent, will hold the promissory note on behalf of the undersigned. The cash payment(s) of the purchase price for the shares of beneficial interest in the Fund or portion thereof of the undersigned, as described in Section 6 Purchases and Payment of the Offer to Purchase, shall be wired to the account at your financial intermediary from which your subscription funds were debited.
All authority herein conferred or agreed to be conferred shall survive the death or incapacity of the undersigned and the obligation of the undersigned hereunder shall be binding on the heirs, personal representatives, successors and assigns of the undersigned. Except as stated in Section 5 Withdrawal Rights of the Offer to Purchase, this tender is irrevocable.
(PAGE 1 of 4)
VALUATION DATE: March 31, 2024
TENDER OFFER EXPIRATION DATE: 11:59 p.m. (Eastern Time), February 29, 2024
PARTS 1, 2, 3, 4, AND 5 MUST BE COMPLETED AND IN GOOD ORDER IN ORDER TO PROCESS YOUR REQUEST
If You Invest In The Fund Through A Financial Intermediary Through Whom You Expect To Have Your Tender Offer Request Submitted, Please Allow For Additional Processing Time As The Letter of Transmittal Must Ultimately Be Received By The Funds Transfer Agent No Later Than 11:59 p.m. (Eastern Time) On The Expiration Date. This Letter of Transmittal should be submitted individually and not combined with another repurchase request.
PLEASE FAX, E-MAIL OR MAIL TO THE FUNDS TRANSFER AGENT AT:
Regular Mail
SS&C GIDS, Inc. Attn: Blackstone Private Credit Fund
P.O. Box 219270
Kansas City, MO 64121
Overnight Mail
SS&C GIDS, Inc. Attn: Blackstone Private Credit Fund
430 W 7th Street, Suite 219270 Kansas City, MO 64105
E-mail: bcred.ai@dstsystems.com
The above email address is a no-reply inbox, and will not accept secure messages or password protected attachments.
Fax: (816) 256-8862
FOR ADDITIONAL INFORMATION CALL: (844) 702-1299
PART 1 NAME (AS IT APPEARS ON YOUR BLACKSTONE PRIVATE CREDIT FUND STATEMENT) AND CONTACT INFORMATION
Fund Name: | ||
Fund Account #: | ||
Account Name/Registration: | ||
Address: | ||
City, State, Zip | ||
Telephone Number: | ||
Email Address: | ||
Financial Intermediary Firm Name: | ||
Financial Intermediary Account #: | ||
Financial Advisor Name: | ||
Financial Advisor Telephone #: |
PART 2 REQUESTED TENDER AMOUNT
Please select repurchase type by checking one of the boxes below. If you are requesting a partial repurchase, please provide a number of Shares.
☐ | Full Repurchase |
(PAGE 2 of 4)
☐ | Partial Repurchase* of # Class I Shares (please only provide a number of Shares, not a dollar amount) |
☐ | Partial Repurchase* of # Class D Shares (please only provide a number of Shares, not a dollar amount) |
☐ | Partial Repurchase* of # Class S Shares (please only provide a number of Shares, not a dollar amount) |
* | If the requested partial repurchase would put the account balance below the required minimum balance, the Fund may reduce the amount to be repurchased such that the required minimum balance is maintained, unless you indicate otherwise by checking the following box: |
☐ | Change request to Full Repurchase if amount requested to be repurchased would need to be reduced to maintain minimum account balance |
PART 3 REPURCHASE TYPE (Check one, required)
☐ Normal ☐ Death ☐ Disability ☐ Divorce
OTHER TENDER OFFER CONSIDERATIONS
(select only one)
Our share repurchase plan contains limitations on the number of shares that can be repurchased under the plan during any quarter. In addition to these limitations, we cannot guarantee that we will have sufficient funds to accommodate all repurchase requests made in any applicable repurchase period and we may elect to repurchase fewer shares than have been requested in any particular quarter, or none at all. If the number of shares subject to repurchase requests exceeds the then applicable limitations, or if we otherwise do not make all requested repurchases, each shareholders request will be reduced on a pro rata basis after we have repurchased all shares for which repurchase has been requested due to death, disability or divorce. If repurchase requests are reduced on a pro rata basis after we have repurchased all shares for which repurchase has been requested due to death, disability or divorce, you may elect (at the time of your repurchase request) to either withdraw your entire request for repurchase or have your request honored on a pro-rata basis. If you wish to have the remainder of your initial request repurchased, you must submit a new repurchase request, in the next repurchase period, for the remaining amount. Please select one of the following options below. If an option is not selected, your repurchase request will be processed on a pro-rata basis, if needed.
☐ | Process my repurchase request on a pro-rata basis. |
☐ | Withdraw (do not process) my entire repurchase request if amount will be reduced on a pro-rata basis. |
PART 4 COST BASIS SELECTION (Select only one)
U.S. federal income tax information reporting rules generally apply to certain transactions in our shares. Where they apply, the cost basis calculated for the shares involved will be reported to the Internal Revenue Service (IRS) and to you. Generally these rules apply to our shares, including those purchased through our distribution reinvestment plan. You should consult your own tax advisor regarding the consequences of these new rules and your cost basis reporting options.
Indicate below the cost basis method you would like us to apply.
IMPORTANT: If an option is not selected, your cost basis will be calculated using the FIFO method.
☐ | FIFO (First In / First Out) |
☐ | LIFO (Last In / First Out) Consult your tax advisor to determine whether this method is available to you. |
(PAGE 3 of 4)
☐ | Specific Lots |
If you have selected Specific Lots, please identify the lots below:
Date of Purchase:
|
Amount of Purchase:
| |
Date of Purchase:
|
Amount of Purchase:
| |
Date of Purchase:
|
Amount of Purchase:
|
PART 5 PAYMENT
Payments will be directed back to the account from which your subscription funds were debited. Contact your financial intermediary or account manager if you have any questions.
PART 6 SIGNATURE(S)
The undersigned subscriber acknowledges that this request is subject to all the terms and conditions set forth in the Funds Prospectus and the Offer to Purchase and all capitalized terms used herein have the meaning as defined in the Funds Prospectus. This request is irrevocable except as described in the Offer to Purchase. The undersigned represents that the undersigned is the beneficial owner of the shares in the Fund to which this repurchase request relates, or that the person signing this request is an authorized representative of the tendering shareholder.
In the case of joint accounts, each joint holder must sign this repurchase request. Requests on behalf of a foundation, partnership or any other entity should be accompanied by evidence of the authority of the person(s) signing.
| ||||
Signature | Print Name of Authorized Signatory (and Title if applicable) | Date | ||
| ||||
Signature | Print Name of Authorized Signatory (and Title if applicable) | Date |
(PAGE 4 of 4)
Letter of Transmittal
Regarding Shares in Blackstone Private Credit Fund
For Clients of Inspira Financial (formerly, Millennium Trust Company)
Tendered Pursuant to the Offer to Purchase
Dated February 1, 2024
The Offer and withdrawal rights will expire on February 29, 2024
and this Letter of Transmittal must be received by
the Funds Transfer Agent, either by mail or by fax, by 11:59 p.m.,
Eastern Time, on February 29, 2024, unless the Offer is extended
Complete this Letter of Transmittal and follow the Transmittal
Instructions included herein
Dear Shareholders:
The undersigned hereby tenders to Blackstone Private Credit Fund, a non-diversified, closed-end management investment company that has elected to be regulated as a business development company under the Investment Company Act of 1940, as amended (the 1940 Act) and is organized as a Delaware statutory trust (the Fund), the shares of beneficial interest in the Fund or portion thereof held by the undersigned, described and specified below, on the terms and conditions set forth in the Offer to Purchase dated February 1, 2024 (the Offer to Purchase), receipt of which is hereby acknowledged, and in this Letter of Transmittal (which together with the Offer to Purchase constitute the Offer). The Tender and this Letter of Transmittal are subject to all the terms and conditions set forth in the Offer to Purchase, including, but not limited to, the absolute right of the Fund to reject any and all tenders determined by it, in its sole discretion, not to be in the appropriate form.
The undersigned hereby sells to the Fund the shares of beneficial interest in the Fund or portion thereof tendered hereby pursuant to the Offer.
The undersigned hereby warrants that the undersigned has full authority to sell the shares of beneficial interest in the Fund or portion thereof tendered hereby and that the Fund will acquire good title thereto, free and clear of all liens, charges, encumbrances, conditional sales agreements or other obligations relating to the sale thereof, and not subject to any adverse claim, when and to the extent the same are purchased by it. Upon request, the undersigned will execute and deliver any additional documents necessary to complete the sale in accordance with the terms of the Offer. The undersigned recognizes that under certain circumstances set forth in the Offer, the Fund may not be required to purchase any of the beneficial shares of interest in the Fund or portions thereof tendered hereby.
A non-transferable, non-interest bearing promissory note for the purchase price will be issued to the undersigned if the Fund accepts for purchase the shares tendered hereby. The undersigned acknowledges that SS&C GIDS, Inc., the Funds transfer agent, will hold the promissory note on behalf of the undersigned. The cash payment(s) of the purchase price for the shares of beneficial interest in the Fund or portion thereof of the undersigned, as described in Section 6 Purchases and Payment of the Offer to Purchase, shall be wired to the account at your financial intermediary from which your subscription funds were debited.
All authority herein conferred or agreed to be conferred shall survive the death or incapacity of the undersigned and the obligation of the undersigned hereunder shall be binding on the heirs, personal representatives, successors and assigns of the undersigned. Except as stated in Section 5 Withdrawal Rights of the Offer to Purchase, this tender is irrevocable.
(PAGE 1 of 4)
VALUATION DATE: March 31, 2024
TENDER OFFER EXPIRATION DATE: 11:59 p.m. (Eastern Time), February 29, 2024
PARTS 1, 2, 3, 4, and 5 MUST BE COMPLETED AND IN GOOD ORDER IN ORDER TO PROCESS YOUR REQUEST
If You Invest In The Fund Through A Financial Intermediary Through Whom You Expect To Have Your Tender Offer Request Submitted, Please Allow For Additional Processing Time As The Letter of Transmittal Must Ultimately Be Received By The Funds Transfer Agent No Later Than 11:59 p.m. (Eastern Time) On The Expiration Date. This Letter of Transmittal should be submitted individually and not combined with another repurchase request.
PLEASE SEND COMPLETED FORMS TO YOUR INSPIRA FINANCIAL ADVISOR AT:
Regular Mail | ||
Inspira Financial Attn: Blackstone Private Credit Fund 2001 Spring Road Suite 700 Oak Brook, IL 60523 |
Email:
alternatives@mtrustcompany.com
The above email address is a no-reply inbox, and will not accept secure messages or password protected attachments.
PART 1 NAME (AS IT APPEARS ON YOUR BLACKSTONE PRIVATE CREDIT FUND STATEMENT) AND CONTACT INFORMATION
Fund Name: | ||
Fund Account #: | ||
Account Name/Registration: | ||
Address: | ||
City, State, Zip | ||
Telephone Number: | ||
Email Address: | ||
Financial Intermediary Firm Name: | ||
Financial Intermediary Account #: | ||
Financial Advisor Name: | ||
Financial Advisor Telephone #: |
PART 2 REQUESTED TENDER AMOUNT
Please select repurchase type by checking one of the boxes below. If you are requesting a partial repurchase, please provide a number of Shares
☐ | Full Repurchase |
☐ | Partial Repurchase* of # Class I Shares (please only provide a number of Shares, not a dollar amount) |
☐ | Partial Repurchase* of # Class D Shares (please only provide a number of Shares, not a dollar amount) |
(PAGE 2 of 4)
☐ | Partial Repurchase* of # Class S Shares (please only provide a number of Shares, not a dollar amount) |
* | If the requested partial repurchase would put the account balance below the required minimum balance, the Fund may reduce the amount to be repurchased such that the required minimum balance is maintained, unless you indicate otherwise by checking the following box: |
☐ | Change request to Full Repurchase if amount requested to be repurchased would need to be reduced to maintain minimum account balance |
PART 3 REPURCHASE TYPE (Check one, required)
☐ Normal ☐ Death ☐ Disability ☐ Divorce
OTHER TENDER OFFER CONSIDERATIONS
(select only one)
Our share repurchase plan contains limitations on the number of shares that can be repurchased under the plan during any quarter. In addition to these limitations, we cannot guarantee that we will have sufficient funds to accommodate all repurchase requests made in any applicable repurchase period and we may elect to repurchase fewer shares than have been requested in any particular quarter, or none at all. If the number of shares subject to repurchase requests exceeds the then applicable limitations, or if we otherwise do not make all requested repurchases, each shareholders request will be reduced on a pro rata basis after we have repurchased all shares for which repurchase has been requested due to death, disability or divorce. If repurchase requests are reduced on a pro rata basis after we have repurchased all shares for which repurchase has been requested due to death, disability or divorce, you may elect (at the time of your repurchase request) to either withdraw your entire request for repurchase or have your request honored on a pro-rata basis. If you wish to have the remainder of your initial request repurchased, you must submit a new repurchase request, in the next repurchase period, for the remaining amount. Please select one of the following options below. If an option is not selected, your repurchase request will be processed on a pro-rata basis, if needed.
☐ | Process my repurchase request on a pro-rata basis. |
☐ | Withdraw (do not process) my entire repurchase request if amount will be reduced on a pro-rata basis. |
PART 4 COST BASIS SELECTION (Select only one)
U.S. federal income tax information reporting rules generally apply to certain transactions in our shares. Where they apply, the cost basis calculated for the shares involved will be reported to the Internal Revenue Service (IRS) and to you. Generally these rules apply to our shares, including those purchased through our distribution reinvestment plan. You should consult your own tax advisor regarding the consequences of these new rules and your cost basis reporting options.
Indicate below the cost basis method you would like us to apply.
IMPORTANT: If an option is not selected, your cost basis will be calculated using the FIFO method.
☐ | FIFO (First In / First Out) |
☐ | LIFO (Last In / First Out) Consult your tax advisor to determine whether this method is available to you. |
☐ | Specific Lots |
(PAGE 3 of 4)
If you have selected Specific Lots, please identify the lots below:
Date of Purchase:
|
Amount of Purchase:
| |
Date of Purchase:
|
Amount of Purchase:
| |
Date of Purchase:
|
Amount of Purchase:
|
PART 5 PAYMENT
Payments will be directed back to the account from which your subscription funds were debited. Contact your financial intermediary or account manager if you have any questions.
PART 6 SIGNATURE(S)
The undersigned subscriber acknowledges that this request is subject to all the terms and conditions set forth in the Funds Prospectus and the Offer to Purchase and all capitalized terms used herein have the meaning as defined in the Funds Prospectus. This request is irrevocable except as described in the Offer to Purchase. The undersigned represents that the undersigned is the beneficial owner of the shares in the Fund to which this repurchase request relates, or that the person signing this request is an authorized representative of the tendering shareholder.
In the case of joint accounts, each joint holder must sign this repurchase request. Requests on behalf of a foundation, partnership or any other entity should be accompanied by evidence of the authority of the person(s) signing.
| ||||
Signature | Print Name of Authorized Signatory (and Title if applicable) | Date | ||
| ||||
Signature | Print Name of Authorized Signatory (and Title if applicable) | Date |
(PAGE 4 of 4)
Letter of Transmittal
Regarding Shares in Blackstone Private Credit Fund
For Clients of Blackstone Securities Partners LP
Tendered Pursuant to the Offer to Purchase
Dated February 1, 2024
The Offer and withdrawal rights will expire on February 29, 2024 and
this Letter of Transmittal must be received by
the Funds Transfer Agent, either by mail or by fax, by 11:59 p.m.,
Eastern Time, on February 29, 2024, unless the Offer is extended
Complete this Letter of Transmittal and follow the Transmittal
Instructions included herein
Dear Shareholders:
The undersigned hereby tenders to Blackstone Private Credit Fund, a non-diversified, closed-end management investment company that has elected to be regulated as a business development company under the Investment Company Act of 1940, as amended (the 1940 Act) and is organized as a Delaware statutory trust (the Fund), the shares of beneficial interest in the Fund or portion thereof held by the undersigned, described and specified below, on the terms and conditions set forth in the Offer to Purchase dated February 1, 2024 (the Offer to Purchase), receipt of which is hereby acknowledged, and in this Letter of Transmittal (which together with the Offer to Purchase constitute the Offer). The Tender and this Letter of Transmittal are subject to all the terms and conditions set forth in the Offer to Purchase, including, but not limited to, the absolute right of the Fund to reject any and all tenders determined by it, in its sole discretion, not to be in the appropriate form.
The undersigned hereby sells to the Fund the shares of beneficial interest in the Fund or portion thereof tendered hereby pursuant to the Offer.
The undersigned hereby warrants that the undersigned has full authority to sell the shares of beneficial interest in the Fund or portion thereof tendered hereby and that the Fund will acquire good title thereto, free and clear of all liens, charges, encumbrances, conditional sales agreements or other obligations relating to the sale thereof, and not subject to any adverse claim, when and to the extent the same are purchased by it. Upon request, the undersigned will execute and deliver any additional documents necessary to complete the sale in accordance with the terms of the Offer. The undersigned recognizes that under certain circumstances set forth in the Offer, the Fund may not be required to purchase any of the beneficial shares of interest in the Fund or portions thereof tendered hereby.
A non-transferable, non-interest bearing promissory note for the purchase price will be issued to the undersigned if the Fund accepts for purchase the shares tendered hereby. The undersigned acknowledges that SS&C GIDS, Inc., the Funds transfer agent, will hold the promissory note on behalf of the undersigned. The cash payment(s) of the purchase price for the shares of beneficial interest in the Fund or portion thereof of the undersigned, as described in Section 6 Purchases and Payment of the Offer to Purchase, shall be wired to the account at your financial intermediary from which your subscription funds were debited.
All authority herein conferred or agreed to be conferred shall survive the death or incapacity of the undersigned and the obligation of the undersigned hereunder shall be binding on the heirs, personal representatives, successors and assigns of the undersigned. Except as stated in Section 5 Withdrawal Rights of the Offer to Purchase, this tender is irrevocable.
(PAGE 1 of 4)
VALUATION DATE: March 31, 2024
TENDER OFFER EXPIRATION DATE: 11:59 p.m. (Eastern Time), February 29, 2024
PARTS 1, 2, 3, 4, and 5 MUST BE COMPLETED AND IN GOOD ORDER IN ORDER TO PROCESS YOUR REQUEST
If You Invest In The Fund Through A Financial Intermediary Through Whom You Expect To Have Your Tender Offer Request Submitted, Please Allow For Additional Processing Time As The Letter of Transmittal Must Ultimately Be Received By The Funds Transfer Agent No Later Than 11:59 p.m. (Eastern Time) On The Expiration Date. This Letter of Transmittal should be submitted individually and not combined with another repurchase request.
PLEASE SEND COMPLETED FORMS TO YOUR BLACKSTONE FINANCIAL ADVISOR AT:
Regular Mail | ||
Blackstone Private Credit Fund 430 W 7th Street, Suite 219270 Kansas City, MO 64105-1407 |
PWS-BCREDTenders@blackstone.com |
The above email address is a no-reply inbox, and will not accept secure messages or password protected attachments.
PART 1 NAME (AS IT APPEARS ON YOUR BLACKSTONE PRIVATE CREDIT FUND STATEMENT) AND CONTACT INFORMATION
Fund Name: | ||
Fund Account #: | ||
Account Name/Registration: | ||
Address: | ||
City, State, Zip | ||
Telephone Number: | ||
Email Address: |
PART 2 REQUESTED TENDER AMOUNT
Please select repurchase type by checking one of the boxes below. If you are requesting a partial repurchase, please provide a number of Shares.
☐ | Full Repurchase |
☐ | Partial Repurchase* of # Class I Shares (please only provide a number of Shares, not a dollar amount) |
☐ | Partial Repurchase* of # Class D Shares (please only provide a number of Shares, not a dollar amount) |
☐ | Partial Repurchase* of # Class S Shares (please only provide a number of Shares, not a dollar amount) |
* | If the requested partial repurchase would put the account balance below the required minimum balance, the Fund may reduce the amount to be repurchased such that the required minimum balance is maintained, unless you indicate otherwise by checking the following box: |
☐ | Change request to Full Repurchase if amount requested to be repurchased would need to be reduced to maintain minimum account balance |
(PAGE 2 of 4)
PART 3 REPURCHASE TYPE (Check one, required)
☐ Normal ☐ Death ☐ Disability ☐ Divorce
OTHER TENDER OFFER CONSIDERATIONS
(select only one)
Our share repurchase plan contains limitations on the number of shares that can be repurchased under the plan during any quarter. In addition to these limitations, we cannot guarantee that we will have sufficient funds to accommodate all repurchase requests made in any applicable repurchase period and we may elect to repurchase fewer shares than have been requested in any particular quarter, or none at all. If the number of shares subject to repurchase requests exceeds the then applicable limitations, or if we otherwise do not make all requested repurchases, each shareholders request will be reduced on a pro rata basis after we have repurchased all shares for which repurchase has been requested due to death, disability or divorce. If repurchase requests are reduced on a pro rata basis after we have repurchased all shares for which repurchase has been requested due to death, disability or divorce, you may elect (at the time of your repurchase request) to either withdraw your entire request for repurchase or have your request honored on a pro-rata basis. If you wish to have the remainder of your initial request repurchased, you must submit a new repurchase request, in the next repurchase period, for the remaining amount. Please select one of the following options below. If an option is not selected, your repurchase request will be processed on a pro-rata basis, if needed.
☐ | Process my repurchase request on a pro-rata basis. |
☐ | Withdraw (do not process) my entire repurchase request if amount will be reduced on a pro-rata basis. |
PART 4 COST BASIS SELECTION (Select only one)
U.S. federal income tax information reporting rules generally apply to certain transactions in our shares. Where they apply, the cost basis calculated for the shares involved will be reported to the Internal Revenue Service (IRS) and to you. Generally these rules apply to our shares, including those purchased through our distribution reinvestment plan. You should consult your own tax advisor regarding the consequences of these new rules and your cost basis reporting options.
Indicate below the cost basis method you would like us to apply.
IMPORTANT: If an option is not selected, your cost basis will be calculated using the FIFO method.
☐ | FIFO (First In / First Out) |
☐ | LIFO (Last In / First Out) Consult your tax advisor to determine whether this method is available to you. |
☐ | Specific Lots |
If you have selected Specific Lots, please identify the lots below:
Date of Purchase:
|
Amount of Purchase:
| |
Date of Purchase:
|
Amount of Purchase:
| |
Date of Purchase:
|
Amount of Purchase:
|
(PAGE 3 of 4)
PART 5 PAYMENT INSTRUCTIONS (Select only one)
Indicate how you wish to receive your repurchase payment below. If an option is not selected, a check will be sent to your address of record. Repurchase proceeds for qualified accounts, including IRAs and other Custodial accounts, and certain Broker-controlled accounts as required by your Broker/Dealer of record, will automatically be issued to the Custodian or Broker/Dealer of record, as applicable. All Custodial held and Broker-controlled accounts must include the Custodian and/or Broker/Dealer signature
☐ | Cash/Direct Deposit Attach a pre-printed voided check. (Non-Custodian Investors Only) |
I authorize Blackstone Private Credit Fund. or its agent to deposit my distribution into my checking or savings account. In the event that Blackstone Private Credit Fund. deposits funds erroneously into my account, they are authorized to debit my account for an amount not to exceed the amount of the erroneous deposit.
Financial Institution Name
|
Mailing Address
|
City
|
State
| |||
Your Banks ABA Routing Number
|
Your Bank Account Number
|
PLEASE ATTACH A PRE-PRINTED VOIDED CHECK
☐ | Cash/Check Mailed to Address of Record |
☐ | Cash/Check Mailed to Third Party/Custodian (Signature Guarantee required) |
PART 6 SIGNATURE(S)
The undersigned subscriber acknowledges that this request is subject to all the terms and conditions set forth in the Funds Prospectus and the Offer to Purchase and all capitalized terms used herein have the meaning as defined in the Funds Prospectus. This request is irrevocable except as described in the Offer to Purchase. The undersigned represents that the undersigned is the beneficial owner of the shares in the Fund to which this repurchase request relates, or that the person signing this request is an authorized representative of the tendering shareholder.
In the case of joint accounts, each joint holder must sign this repurchase request. Requests on behalf of a foundation, partnership or any other entity should be accompanied by evidence of the authority of the person(s) signing.
| ||||
Signature | Print Name of Authorized Signatory (and Title if applicable) | Date | ||
| ||||
Signature | Print Name of Authorized Signatory (and Title if applicable) | Date |
(PAGE 4 of 4)
Letter of Transmittal
Regarding Shares in Blackstone Private Credit Fund
For Clients of Merrill Lynch, Pierce, Fenner & Smith Incorporated
Tendered Pursuant to the Offer to Purchase
Dated February 1, 2024
Your Merrill Lynch Financial Advisor/Portfolio Manager must submit
this Letter of Transmittal for processing by
11:59 p.m., Eastern Time, on February 29, 2024, unless the Offer is extended
Should you wish to participate in the Offer, please contact your Merrill Lynch Financial Advisor/Portfolio Manager who will enter the order and provide you with a customized Letter of Transmittal for your account. The Letter of Transmittal generated for your account will need to be signed and returned or delivered to your Merrill Lynch Financial Advisor/Portfolio Manager.
For additional information call your Merrill Lynch Financial Advisor/Portfolio Manager.
Dear Shareholder:
The undersigned hereby tenders to Blackstone Private Credit Fund, a non-diversified, closed-end management investment company that has elected to be regulated as a business development company under the Investment Company Act of 1940, as amended (the 1940 Act) and is organized as a Delaware statutory trust (the Fund), the shares of beneficial interest in the Fund or portion thereof held by the undersigned, described and specified below, on the terms and conditions set forth in the Offer to Purchase dated February 1, 2024 (the Offer to Purchase), receipt of which is hereby acknowledged, and in this Letter of Transmittal (which together with the Offer to Purchase constitute the Offer). The Tender and this Letter of Transmittal are subject to all the terms and conditions set forth in the Offer to Purchase, including, but not limited to, the absolute right of the Fund to reject any and all tenders determined by it, in its sole discretion, not to be in the appropriate form.
The undersigned hereby sells to the Fund the shares of beneficial interest in the Fund or portion thereof tendered hereby pursuant to the Offer.
The undersigned hereby warrants that the undersigned has full authority to sell the shares of beneficial interest in the Fund or portion thereof tendered hereby and that the Fund will acquire good title thereto, free and clear of all liens, charges, encumbrances, conditional sales agreements or other obligations relating to the sale thereof, and not subject to any adverse claim, when and to the extent the same are purchased by it. Upon request, the undersigned will execute and deliver any additional documents necessary to complete the sale in accordance with the terms of the Offer. The undersigned recognizes that under certain circumstances set forth in the Offer, the Fund may not be required to purchase any of the beneficial shares of interest in the Fund or portions thereof tendered hereby.
A non-transferable, non-interest bearing promissory note for the purchase price will be issued to the undersigned if the Fund accepts for purchase the shares tendered hereby. The undersigned acknowledges that SS&C GIDS, Inc., the Funds transfer agent, will hold the promissory note on behalf of the undersigned. The cash payment(s) of the purchase price for the shares of beneficial interest in the Fund or portion thereof of the undersigned, as described in Section 6 Purchases and Payment of the Offer to Purchase, shall be wired to the account at your financial intermediary from which your subscription funds were debited.
All authority herein conferred or agreed to be conferred shall survive the death or incapacity of the undersigned and the obligation of the undersigned hereunder shall be binding on the heirs, personal representatives, successors and assigns of the undersigned. Except as stated in Section 5 Withdrawal Rights of the Offer to Purchase, this tender is irrevocable.
(PAGE 1 of 6)
Instructions to Tendering Shareholder:
Please contact your Merrill Lynch Financial Advisor/Portfolio Manager who will enter the tender order and provide you with a customized Letter of Transmittal for your account. The Letter of Transmittal generated for your account will need to be signed and returned or delivered to your Merrill Lynch Financial Advisor/Portfolio Manager. For additional information, call your Merrill Lynch Financial Advisor/Portfolio Manager. If the shareholder chooses to fax the signed Letter of Transmittal (or otherwise deliver not in original form), it should mail the original Letter of Transmittal to its Merrill Lynch Financial Advisor/Portfolio Manager promptly after it is initially delivered (although the original does not have to be received before 11:59 p.m., Eastern Time, on February 29, 2024).
(PAGE 2 of 6)
(PAGE 3 of 6)
(PAGE 4 of 6)
(PAGE 5 of 6)
(PAGE 6 of 6)
Letter of Transmittal
Regarding Shares in Blackstone Private Credit Fund
For Clients of Morgan Stanley Smith Barney LLC
Tendered Pursuant to the Offer to Purchase
Dated February 1, 2024
The Offer and withdrawal rights will expire on February 29, 2024
and this Letter of Transmittal must be received by
the Funds Transfer Agent, either by mail or by fax, by 11:59 p.m.,
Eastern Time, on February 29, 2024, unless the Offer is extended
Complete this Letter of Transmittal and follow the Transmittal
Instructions included herein
Dear Shareholders:
The undersigned hereby tenders to Blackstone Private Credit Fund, a non-diversified, closed-end management investment company that has elected to be regulated as a business development company under the Investment Company Act of 1940, as amended (the 1940 Act) and is organized as a Delaware statutory trust (the Fund), the shares of beneficial interest in the Fund or portion thereof held by the undersigned, described and specified below, on the terms and conditions set forth in the Offer to Purchase dated February 1, 2024 (the Offer to Purchase), receipt of which is hereby acknowledged, and in this Letter of Transmittal (which together with the Offer to Purchase constitute the Offer). The Tender and this Letter of Transmittal are subject to all the terms and conditions set forth in the Offer to Purchase, including, but not limited to, the absolute right of the Fund to reject any and all tenders determined by it, in its sole discretion, not to be in the appropriate form.
The undersigned hereby sells to the Fund the shares of beneficial interest in the Fund or portion thereof tendered hereby pursuant to the Offer.
The undersigned hereby warrants that the undersigned has full authority to sell the shares of beneficial interest in the Fund or portion thereof tendered hereby and that the Fund will acquire good title thereto, free and clear of all liens, charges, encumbrances, conditional sales agreements or other obligations relating to the sale thereof, and not subject to any adverse claim, when and to the extent the same are purchased by it. Upon request, the undersigned will execute and deliver any additional documents necessary to complete the sale in accordance with the terms of the Offer. The undersigned recognizes that under certain circumstances set forth in the Offer, the Fund may not be required to purchase any of the beneficial shares of interest in the Fund or portions thereof tendered hereby.
A non-transferable, non-interest bearing promissory note for the purchase price will be issued to the undersigned if the Fund accepts for purchase the shares tendered hereby. The undersigned acknowledges that SS&C GIDS, Inc., the Funds transfer agent, will hold the promissory note on behalf of the undersigned. The cash payment(s) of the purchase price for the shares of beneficial interest in the Fund or portion thereof of the undersigned, as described in Section 6 Purchases and Payment of the Offer to Purchase, shall be wired to the account at your financial intermediary from which your subscription funds were debited.
All authority herein conferred or agreed to be conferred shall survive the death or incapacity of the undersigned and the obligation of the undersigned hereunder shall be binding on the heirs, personal representatives, successors and assigns of the undersigned. Except as stated in Section 5 Withdrawal Rights of the Offer to Purchase, this tender is irrevocable.
(PAGE 1 of 4)
VALUATION DATE: March 31, 2024
TENDER OFFER EXPIRATION DATE: 11:59 p.m. (Eastern Time), February 29, 2024
PARTS 1, 2, 3, 4, AND 5 MUST BE COMPLETED AND IN GOOD ORDER IN ORDER TO PROCESS YOUR REQUEST
If You Invest In The Fund Through A Financial Intermediary Through Whom You Expect To Have Your Tender Offer Request Submitted, Please Allow For Additional Processing Time As The Letter of Transmittal Must Ultimately Be Received By The Funds Transfer Agent No Later Than 11:59 p.m. (Eastern Time) On The Expiration Date.
Please submit completed Repurchase Forms to Morgan Stanleys Alternative Investment Order Entry ticketing system.
PART 1 NAME (AS IT APPEARS ON YOUR BLACKSTONE PRIVATE CREDIT FUND STATEMENT) AND CONTACT INFORMATION
Fund Name: | ||
Fund Account #: | ||
Account Name/Registration: | ||
Address: | ||
City, State, Zip | ||
Telephone Number: | ||
Email Address: | ||
Financial Intermediary Firm Name: | ||
Financial Intermediary Account #: | ||
Financial Advisor Name: | ||
Financial Advisor Telephone #: |
PART 2 REQUESTED TENDER AMOUNT
Please select repurchase type by checking one of the boxes below. If you are requesting a partial repurchase, please provide a number of Shares.
☐ | Full Repurchase |
☐ | Partial Repurchase* of # Class I Shares (please only provide a number of Shares, not a dollar amount) |
☐ | Partial Repurchase* of # Class D Shares (please only provide a number of Shares, not a dollar amount) |
☐ | Partial Repurchase* of # Class S Shares (please only provide a number of Shares, not a dollar amount) |
* | If the requested partial repurchase would put the account balance below the required minimum balance, the Fund may reduce the amount to be repurchased such that the required minimum balance is maintained, unless you indicate otherwise by checking the following box: |
☐ | Change request to Full Repurchase if amount requested to be repurchased would need to be reduced to maintain minimum account balance |
PART 3 REPURCHASE TYPE (Check one, required)
☐ Normal ☐ Death ☐ Disability ☐ Divorce
(PAGE 2 of 4)
OTHER TENDER OFFER CONSIDERATIONS
(select only one)
Our share repurchase plan contains limitations on the number of shares that can be repurchased under the plan during any quarter. In addition to these limitations, we cannot guarantee that we will have sufficient funds to accommodate all repurchase requests made in any applicable repurchase period and we may elect to repurchase fewer shares than have been requested in any particular quarter, or none at all. If the number of shares subject to repurchase requests exceeds the then applicable limitations, or if we otherwise do not make all requested repurchases, each shareholders request will be reduced on a pro rata basis after we have repurchased all shares for which repurchase has been requested due to death, disability or divorce. If repurchase requests are reduced on a pro rata basis after we have repurchased all shares for which repurchase has been requested due to death, disability or divorce, you may elect (at the time of your repurchase request) to either withdraw your entire request for repurchase or have your request honored on a pro-rata basis. If you wish to have the remainder of your initial request repurchased, you must submit a new repurchase request, in the next repurchase period, for the remaining amount. Please select one of the following options below. If an option is not selected, your repurchase request will be processed on a pro-rata basis, if needed.
☐ | Process my repurchase request on a pro-rata basis. |
☐ | Withdraw (do not process) my entire repurchase request if amount will be reduced on a pro-rata basis. |
PART 4 COST BASIS SELECTION (Select only one)
U.S. federal income tax information reporting rules generally apply to certain transactions in our shares. Where they apply, the cost basis calculated for the shares involved will be reported to the Internal Revenue Service (IRS) and to you. Generally these rules apply to our shares, including those purchased through our distribution reinvestment plan. You should consult your own tax advisor regarding the consequences of these new rules and your cost basis reporting options.
Indicate below the cost basis method you would like us to apply.
IMPORTANT: If an option is not selected, your cost basis will be calculated using the FIFO method.
☐ | FIFO (First In / First Out) |
☐ | LIFO (Last In / First Out) Consult your tax advisor to determine whether this method is available to you. |
☐ | Specific Lots |
If you have selected Specific Lots, please identify the lots below:
Date of Purchase:
|
Amount of Purchase:
| |
Date of Purchase:
|
Amount of Purchase:
| |
Date of Purchase:
|
Amount of Purchase:
|
PART 5 PAYMENT
Payments will be directed back to the account from which your subscription funds were debited. Contact your financial intermediary or account manager if you have any questions.
(PAGE 3 of 4)
PART 6 SIGNATURE(S)
The undersigned subscriber acknowledges that this request is subject to all the terms and conditions set forth in the Funds Prospectus and the Offer to Purchase and all capitalized terms used herein have the meaning as defined in the Funds Prospectus. This request is irrevocable except as described in the Offer to Purchase. The undersigned represents that the undersigned is the beneficial owner of the shares in the Fund to which this repurchase request relates, or that the person signing this request is an authorized representative of the tendering shareholder.
In the case of joint accounts, each joint holder must sign this repurchase request. Requests on behalf of a foundation, partnership or any other entity should be accompanied by evidence of the authority of the person(s) signing.
| ||||
Signature | Print Name of Authorized Signatory (and Title if applicable) | Date | ||
| ||||
Signature | Print Name of Authorized Signatory (and Title if applicable) | Date |
(PAGE 4 of 4)
Letter of Transmittal
Regarding Shares in Blackstone Private Credit Fund
For Clients of Stifel Nicolaus & Company, Inc., LPL Financial,
Wells Fargo Bank N.A., Wells Fargo Advisors LLC, Raymond James & Associates, Inc.
Tendered Pursuant to the Offer to Purchase
Dated February 1, 2024
The Offer and withdrawal rights will expire on February 29, 2024 and
this Letter of Transmittal must be received by
the Funds Transfer Agent, either by mail or by fax, by 11:59 p.m.,
Eastern Time, on February 29, 2024, unless the Offer is extended
Complete this Letter of Transmittal and follow the Transmittal
Instructions included herein
Dear Shareholders:
The undersigned hereby tenders to Blackstone Private Credit Fund, a non-diversified, closed-end management investment company that has elected to be regulated as a business development company under the Investment Company Act of 1940, as amended (the 1940 Act) and is organized as a Delaware statutory trust (the Fund), the shares of beneficial interest in the Fund or portion thereof held by the undersigned, described and specified below, on the terms and conditions set forth in the Offer to Purchase dated February 1, 2024 (the Offer to Purchase), receipt of which is hereby acknowledged, and in this Letter of Transmittal (which together with the Offer to Purchase constitute the Offer). The Tender and this Letter of Transmittal are subject to all the terms and conditions set forth in the Offer to Purchase, including, but not limited to, the absolute right of the Fund to reject any and all tenders determined by it, in its sole discretion, not to be in the appropriate form.
The undersigned hereby sells to the Fund the shares of beneficial interest in the Fund or portion thereof tendered hereby pursuant to the Offer.
The undersigned hereby warrants that the undersigned has full authority to sell the shares of beneficial interest in the Fund or portion thereof tendered hereby and that the Fund will acquire good title thereto, free and clear of all liens, charges, encumbrances, conditional sales agreements or other obligations relating to the sale thereof, and not subject to any adverse claim, when and to the extent the same are purchased by it. Upon request, the undersigned will execute and deliver any additional documents necessary to complete the sale in accordance with the terms of the Offer. The undersigned recognizes that under certain circumstances set forth in the Offer, the Fund may not be required to purchase any of the beneficial shares of interest in the Fund or portions thereof tendered hereby.
A non-transferable, non-interest bearing promissory note for the purchase price will be issued to the undersigned if the Fund accepts for purchase the shares tendered hereby. The undersigned acknowledges that SS&C GIDS, Inc., the Funds transfer agent, will hold the promissory note on behalf of the undersigned. The cash payment(s) of the purchase price for the shares of beneficial interest in the Fund or portion thereof of the undersigned, as described in Section 6 Purchases and Payment of the Offer to Purchase, shall be wired to the account at your financial intermediary from which your subscription funds were debited.
All authority herein conferred or agreed to be conferred shall survive the death or incapacity of the undersigned and the obligation of the undersigned hereunder shall be binding on the heirs, personal representatives, successors and assigns of the undersigned. Except as stated in Section 5 Withdrawal Rights of the Offer to Purchase, this tender is irrevocable.
(PAGE 1 of 4)
VALUATION DATE: March 31, 2024
TENDER OFFER EXPIRATION DATE: 11:59 p.m. (Eastern Time), February 29, 2024
PARTS 1, 2, 3, 4, AND 5 MUST BE COMPLETED AND IN GOOD ORDER IN ORDER TO PROCESS YOUR REQUEST
If You Invest In The Fund Through A Financial Intermediary Through Whom You Expect To Have Your Tender Offer Request Submitted, Please Allow For Additional Processing Time As The Letter of Transmittal Must Ultimately Be Received By The Funds Transfer Agent No Later Than 11:59 p.m. (Eastern Time) On The Expiration Date. This Letter of Transmittal should be submitted individually and not combined with another repurchase request.
PLEASE SEND COMPLETED FORMS TO YOUR FINANCIAL ADVISOR / PORTFOLIO MANAGER
PART 1 NAME (AS IT APPEARS ON YOUR BLACKSTONE PRIVATE CREDIT FUND STATEMENT) AND CONTACT INFORMATION
Fund Name: | ||
Fund Account #: | ||
Account Name/Registration: | ||
Address: | ||
City, State, Zip | ||
Telephone Number: | ||
Email Address: | ||
Financial Intermediary Firm Name: | ||
Financial Intermediary Account #: | ||
Financial Advisor Name: | ||
Financial Advisor Telephone #: |
PART 2 REQUESTED TENDER AMOUNT
Please select repurchase type by checking one of the boxes below. If you are requesting a partial repurchase, please provide a number of Shares.
☐ | Full Repurchase |
☐ | Partial Repurchase* of # Class I Shares (please only provide a number of Shares, not a dollar amount) |
☐ | Partial Repurchase* of # Class D Shares (please only provide a number of Shares, not a dollar amount) |
☐ | Partial Repurchase* of # Class S Shares (please only provide a number of Shares, not a dollar amount) |
* | If the requested partial repurchase would put the account balance below the required minimum balance, the Fund may reduce the amount to be repurchased such that the required minimum balance is maintained, unless you indicate otherwise by checking the following box: |
☐ | Change request to Full Repurchase if amount requested to be repurchased would need to be reduced to maintain minimum account balance |
PART 3 REPURCHASE TYPE (Check one, required)
☐ Normal ☐ Death ☐ Disability ☐ Divorce
(PAGE 2 of 4)
OTHER TENDER OFFER CONSIDERATIONS
(select only one)
Our share repurchase plan contains limitations on the number of shares that can be repurchased under the plan during any quarter. In addition to these limitations, we cannot guarantee that we will have sufficient funds to accommodate all repurchase requests made in any applicable repurchase period and we may elect to repurchase fewer shares than have been requested in any particular quarter, or none at all. If the number of shares subject to repurchase requests exceeds the then applicable limitations, or if we otherwise do not make all requested repurchases, each shareholders request will be reduced on a pro rata basis after we have repurchased all shares for which repurchase has been requested due to death, disability or divorce. If repurchase requests are reduced on a pro rata basis after we have repurchased all shares for which repurchase has been requested due to death, disability or divorce, you may elect (at the time of your repurchase request) to either withdraw your entire request for repurchase or have your request honored on a pro-rata basis. If you wish to have the remainder of your initial request repurchased, you must submit a new repurchase request, in the next repurchase period, for the remaining amount. Please select one of the following options below. If an option is not selected, your repurchase request will be processed on a pro-rata basis, if needed.
☐ | Process my repurchase request on a pro-rata basis. |
☐ | Withdraw (do not process) my entire repurchase request if amount will be reduced on a pro-rata basis. |
PART 4 COST BASIS SELECTION (Select only one)
U.S. federal income tax information reporting rules generally apply to certain transactions in our shares. Where they apply, the cost basis calculated for the shares involved will be reported to the Internal Revenue Service (IRS) and to you. Generally these rules apply to our shares, including those purchased through our distribution reinvestment plan. You should consult your own tax advisor regarding the consequences of these new rules and your cost basis reporting options.
Indicate below the cost basis method you would like us to apply.
IMPORTANT: If an option is not selected, your cost basis will be calculated using the FIFO method.
☐ | FIFO (First In / First Out) |
☐ | LIFO (Last In / First Out) Consult your tax advisor to determine whether this method is available to you. |
☐ | Specific Lots |
If you have selected Specific Lots, please identify the lots below:
Date of Purchase:
|
Amount of Purchase:
| |
Date of Purchase:
|
Amount of Purchase:
| |
Date of Purchase:
|
Amount of Purchase:
|
PART 5 PAYMENT
Payments will be directed back to the account from which your subscription funds were debited. Contact your financial intermediary or account manager if you have any questions.
(PAGE 3 of 4)
PART 6 SIGNATURE(S)
The undersigned subscriber acknowledges that this request is subject to all the terms and conditions set forth in the Funds Prospectus and the Offer to Purchase and all capitalized terms used herein have the meaning as defined in the Funds Prospectus. This request is irrevocable except as described in the Offer to Purchase. The undersigned represents that the undersigned is the beneficial owner of the shares in the Fund to which this repurchase request relates, or that the person signing this request is an authorized representative of the tendering shareholder.
In the case of joint accounts, each joint holder must sign this repurchase request. Requests on behalf of a foundation, partnership or any other entity should be accompanied by evidence of the authority of the person(s) signing.
| ||||
Signature | Print Name of Authorized Signatory (and Title if applicable) | Date | ||
| ||||
Signature | Print Name of Authorized Signatory (and Title if applicable) | Date |
(PAGE 4 of 4)
Exhibit (a)(1)(iv)
Form of Letter from the Fund to Shareholders
in Connection with the Funds Acceptance of Shares
BLACKSTONE PRIVATE CREDIT FUND
c/o SS&C GIDS, Inc.
P.O. Box 219270
Kansas City, MO 64121
[DATE]
[SHAREHOLDER NAME/ADDRESS]
Dear Shareholder:
This letter serves to inform you that Blackstone Private Credit Fund (the Fund) has received and accepted for purchase your tender of shares of beneficial interest in the Fund.
In accordance with the terms of the tender offer, you will be issued a non-interest bearing, non-transferable promissory note (the Note), which will be held on your behalf by SS&C GIDS, Inc., the Funds transfer agent (Transfer Agent), entitling you to receive payment(s) in an aggregate amount equal to the net asset value of the tendered shares as of March 31, 2024 less the 2% early repurchase deduction (if applicable).
If you have any questions, or if you wish to request a copy of your Note, please contact the Funds Transfer Agent at (844) 702-1299.
Sincerely, |
Blackstone Private Credit Fund |
Exhibit (a)(1)(v)
Form of Promissory Note for Repurchases of your Shares
BLACKSTONE PRIVATE CREDIT FUND
Dated: [insert date]
FOR VALUE RECEIVED, Blackstone Private Credit Fund (Payor or the Company), a Delaware statutory trust issuing its shares of beneficial interest (Shares), hereby promises to pay [insert name of payee] (Payee) the Payment Amount (as defined in Section 2) in a single installment as discussed below.
This Note is being issued so that Payor may purchase Shares (the Repurchased Shares) from Payee pursuant to the terms and subject to the conditions set out in the Offer to Purchase dated February 1, 2024 and the Letter of Transmittal submitted by the Payee (which Offer to Purchase and Letter of Transmittal, together with any amendments or supplements thereto collectively constitute the Offer). This Note is not negotiable and is not interest-bearing.
1. General Payment Provisions. The Payor will pay the Payment Amount under this Note in a single installment in such currency of the United States of America as will be legal tender at the time of payment. Payment under this Note will be made by wire transfer to Payees account at Payees authorized agent as previously identified to Payor by Payee.
2. Payment. The Payment Amount will be an amount equal to the value of the Repurchased Shares determined as of March 31, 2024 (the Valuation Date) reduced by the Early Repurchase Deduction (as defined herein), if applicable. Unless the existence of changes in tax or other laws or regulations or unusual market conditions result in a delay, the Payor will make payment under this Note on or before 30 days after the Valuation Date.
Repurchased Shares that were purchased in a tender offer with a Valuation Date that is within the 12 month period following the initial issue date of such Shares being tendered are subject to an early repurchase deduction (the Early Repurchase Deduction) at a rate of 2% of the aggregate net asset value of such Shares.
3. Optional Prepayment. This Note may be prepaid, without premium, penalty or notice, at any time.
4. Events of Default.
(a) The occurrence of any of the following events shall be deemed to be an Event of Default under this Note:
(i) The Payor defaults in payment when due and any such default continues for a period of ten (10) days; or
(ii) (1) The Payor commences any proceeding or other action relating to the Company in bankruptcy or seeks reorganization, arrangement, readjustment, dissolution, liquidation, winding-up, relief or composition of the Company or the debts of the Company under any law relating to bankruptcy, insolvency or reorganization or relief of debtors; (2) the Payor applies for, or consents or acquiesces to, the appointment of a receiver, conservator, trustee or similar officer for the Company or for all or substantially all of the property of the Company; (3) the Payor makes a general assignment for the benefit of creditors of the Company; or (4) the Payor generally admits its inability to pay its debts with respect to the Company as they become due and payable; or
(iii) (1) The commencement of any proceeding or the taking of any other action against the Company in bankruptcy or seeking reorganization, arrangement, readjustment, dissolution, liquidation, winding-up, relief or composition of the Company or the debts of the Company under any law relating to bankruptcy, insolvency or reorganization or relief of debtors and the continuance of any of such events for sixty (60) days undismissed, unbonded or undischarged; or
(2) the appointment of a receiver, conservator, trustee or similar officer for the Payor or for all or substantially all of the property of the Company and the continuance of any such event for sixty (60) days undismissed, unbonded or undischarged.
(b) Upon the occurrence of an Event of Default, the entire unpaid amount of this Note outstanding shall become immediately due and payable, without presentment, demand, protest, or other notice of any kind, all of which are expressly waived, and without any action on the part of the Payee.
5. Miscellaneous.
(a) Governing Law; Consent to Jurisdiction. This Note and the rights and remedies of the Payor and Payee will be governed by and construed in accordance with the laws of the State of New York applicable to agreements made and to be wholly performed within such State, without regard to the conflict of laws principles of such State. Any legal action, suit or proceeding arising out of or relating to this Agreement may be instituted in any state or federal court located within the County of New York, State of New York, and each party hereto agrees not to assert, by way of motion, as a defense, or otherwise, in any such action, suit or proceeding, any claim that it is not subject personally to the jurisdiction of such court, that the venue of the action, suit or proceeding is improper or that this Agreement or the subject matter hereof may not be enforced in or by such court.
(b) Notices. All communications under this Note will be given in writing, sent by telecopier or registered mail to the address set forth below or to such other address as such party will have specified in writing to the other party hereto, and will be deemed to have been delivered effective at the earlier of its receipt or within two (2) days after dispatch.
If to Payor, to: |
Blackstone Private Credit Fund 345 Park Avenue, 31st Floor New York, New York 10154 Telephone: (844) 702-1299 Attention: Matthew Alcide | |
If to Payee, to: |
[Insert contact information for the Payee] |
(c) Severability, Binding Effect. Any provision of this Note that is prohibited or unenforceable in any jurisdiction will, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction will not invalidate or render unenforceable such provision in any other jurisdiction.
(d) Amendment; Waiver. No provision of this Note may be waived, altered or amended, except by written agreement between the Payor and Payee.
(e) Waiver of Presentment. Payor hereby waives presentment, protest, demand for payment and notice of default or nonpayment to or upon Payor with respect to this Note.
(f) Entire Agreement. This Note and the Offer set out the entire agreement between the parties and supersede any prior oral or written agreement between the parties.
(g) Delaware Statutory Trust. The obligations of the Company under this Note are not binding upon any trustee or shareholder of the Company personally, but bind only the Company and the Companys property. A copy of the Fourth Amended and Restated Agreement and Declaration of Trust of the Company is on file with the State of Delaware, and notice is hereby given that this instrument is executed on behalf of the trustees of the Company as trustees and not individually and that the obligations of or arising out of this instrument are not binding on any of the trustees, officers or shareholders individually, but are binding only upon the trust property of the Company.
IN WITNESS WHEREOF, Payor has duly caused this Note to be duly executed as of the date first above written.
BLACKSTONE PRIVATE CREDIT FUND | ||
By: |
| |
Name: | ||
Title: |
Exhibit (a)(1)(vi)
Notice of Withdrawal of Tender
Regarding Shares in Blackstone Private Credit Fund
For Clients of Clients of Charles Schwab & Co., Inc.,
National Financial Services LLC / Fidelity Brokerage Services LLC
and RBC Capital Markets LLC. Tendered Pursuant to the Offer to Purchase
Dated February 1, 2024
The Offer and withdrawal rights will expire on February 29, 2024
and this Notice of Withdrawal must be received by
the Funds Transfer Agent, either by mail or by fax, by 11:59 p.m.,
Eastern Time, on February 29, 2024, unless the Offer is extended
Complete this Notice of Withdrawal and follow the transmittal instructions included herein
PLEASE SEND COMPLETED FORMS TO YOUR FINANCIAL ADVISOR / PORTFOLIO MANAGER
You are responsible for confirming that this Notice is received timely by your Financial Advisor or Portfolio Manager. If you fail to confirm receipt of this Notice, there can be no assurance that your withdrawal will be honored by the Fund.
Dear Shareholder:
Please withdraw the tender previously submitted by the undersigned in a Letter of Transmittal.
Fund Name: |
| |
Fund Account #: |
| |
Account Name/Registration: |
| |
Address: |
| |
City, State, Zip |
| |
Telephone Number: |
| |
Email Address: |
| |
Financial Intermediary Firm Name: |
| |
Financial Intermediary Account #: |
| |
Financial Advisor Name: |
| |
Financial Advisor Telephone #: |
|
The undersigned represents that the undersigned is the beneficial owner of the shares in the Fund to which this withdrawal request relates, or that the person signing this request is an authorized representative of the withdrawing shareholder.
In the case of joint accounts, each joint holder must sign this withdrawal request. Requests on behalf of a foundation, partnership or any other entity should be accompanied by evidence of the authority of the person(s) signing.
| ||||
Signature | Print Name of Authorized Signatory (and Title if applicable) | Date | ||
| ||||
Signature | Print Name of Authorized Signatory (and Title if applicable) | Date |
(PAGE 1 of 1)
Notice of Withdrawal of Tender
Regarding Shares in Blackstone Private Credit Fund
For Clients of Clients of UBS Financial Services Inc.,
Pershing LLC and TD Ameritrade Clearing Inc.
Tendered Pursuant to the Offer to Purchase
Dated February 1, 2024
The Offer and withdrawal rights will expire on February 29, 2024
and this Notice of Withdrawal must be received by
the Funds Transfer Agent, either by mail or by fax, by 11:59 p.m.,
Eastern Time, on February 29, 2024, unless the Offer is extended
Complete this Notice of Withdrawal and follow the transmittal instructions included herein
Regular Mail | Fax: (816) 256-8862 | |
SS&C GIDS, Inc. Attn: Blackstone Private Credit Fund P.O. Box 219270 Kansas City, MO 64121
Overnight Mail SS&C GIDS, Inc. Attn: Blackstone Private Credit Fund 430 W 7th Street, Suite 219270 Kansas City, MO 64105 |
FOR ADDITIONAL INFORMATION CALL: (844) 702-1299 OR EMAIL: bcred.ai@dstsystems.com |
You are responsible for confirming that this Notice is received timely by SS&C GIDS, Inc., the Funds transfer agent. To assure good delivery, please send this page to SS&C GIDS, Inc., and not to your financial advisor. If you fail to confirm receipt of this Notice, there can be no assurance that your withdrawal will be honored by the Fund.
Dear Shareholder:
Please withdraw the tender previously submitted by the undersigned in a Letter of Transmittal.
Fund Name: |
| |
Fund Account #: |
| |
Account Name/Registration: |
| |
Address: |
| |
City, State, Zip |
| |
Telephone Number: |
| |
Email Address: |
| |
Financial Intermediary Firm Name: |
| |
Financial Intermediary Account #: |
| |
Financial Advisor Name: |
| |
Financial Advisor Telephone #: |
|
The undersigned represents that the undersigned is the beneficial owner of the shares in the Fund to which this withdrawal request relates, or that the person signing this request is an authorized representative of the withdrawing shareholder.
(PAGE 1 OF 2)
In the case of joint accounts, each joint holder must sign this withdrawal request. Requests on behalf of a foundation, partnership or any other entity should be accompanied by evidence of the authority of the person(s) signing.
| ||||
Signature | Print Name of Authorized Signatory (and Title if applicable) | Date | ||
| ||||
Signature | Print Name of Authorized Signatory (and Title if applicable) | Date |
(PAGE 2 OF 2)
Notice of Withdrawal of Tender
Regarding Shares in Blackstone Private Credit Fund
For Clients of Inspira Financial (formerly, Millennium Trust Company)
Tendered Pursuant to the Offer to Purchase
Dated February 1, 2024
The Offer and withdrawal rights will expire on February 29, 2024
and this Notice of Withdrawal must be received by
the Funds Transfer Agent, either by mail or by fax, by 11:59 p.m.,
Eastern Time, on February 29, 2024, unless the Offer is extended
Complete this Notice of Withdrawal and follow the transmittal instructions included herein
PLEASE SEND COMPLETED FORMS TO YOUR INSPIRA FINANCIAL ADVISOR
You are responsible for confirming that this Notice is received timely by your Financial Advisor. If you fail to confirm receipt of this Notice, there can be no assurance that your withdrawal will be honored by the Fund.
Dear Shareholder:
Please withdraw the tender previously submitted by the undersigned in a Letter of Transmittal.
Fund Name: |
| |
Fund Account #: |
| |
Account Name/Registration: |
| |
Address: |
| |
City, State, Zip |
| |
Telephone Number: |
| |
Email Address: |
| |
Financial Intermediary Firm Name: |
| |
Financial Intermediary Account #: |
| |
Financial Advisor Name: |
| |
Financial Advisor Telephone #: |
|
The undersigned represents that the undersigned is the beneficial owner of the shares in the Fund to which this withdrawal request relates, or that the person signing this request is an authorized representative of the withdrawing shareholder.
In the case of joint accounts, each joint holder must sign this withdrawal request. Requests on behalf of a foundation, partnership or any other entity should be accompanied by evidence of the authority of the person(s) signing.
| ||||
Signature | Print Name of Authorized Signatory (and Title if applicable) | Date | ||
| ||||
Signature | Print Name of Authorized Signatory (and Title if applicable) | Date |
(PAGE 1 of 1)
Notice of Withdrawal of Tender
Regarding Shares in Blackstone Private Credit Fund
For Clients of Blackstone Securities Partners LP
Tendered Pursuant to the Offer to Purchase
Dated February 1, 2024
The Offer and withdrawal rights will expire on February 29, 2024
and this Notice of Withdrawal must be received by
the Funds Transfer Agent, either by mail or by fax, by 11:59 p.m.,
Eastern Time, on February 29, 2024, unless the Offer is extended
Complete this Notice of Withdrawal and follow the transmittal instructions included herein
PLEASE SEND COMPLETED FORMS TO YOUR BLACKSTONE FINANCIAL ADVISOR AT:
Regular Mail | ||
Blackstone Private Credit Fund 430 W 7th Street, Suite 219270 Kansas City, MO 64105-1407 |
PWS-BCREDTenders@blackstone.com |
You are responsible for confirming that this Notice is received timely by your Financial Advisor. If you fail to confirm receipt of this Notice, there can be no assurance that your withdrawal will be honored by the Fund.
Dear Shareholder:
Please withdraw the tender previously submitted by the undersigned in a Letter of Transmittal.
Fund Name: |
| |
Fund Account #: |
| |
Account Name/Registration: |
| |
Address: |
| |
City, State, Zip |
| |
Telephone Number: |
| |
Email Address: |
|
The undersigned represents that the undersigned is the beneficial owner of the shares in the Fund to which this withdrawal request relates, or that the person signing this request is an authorized representative of the withdrawing shareholder.
In the case of joint accounts, each joint holder must sign this withdrawal request. Requests on behalf of a foundation, partnership or any other entity should be accompanied by evidence of the authority of the person(s) signing.
| ||||
Signature | Print Name of Authorized Signatory (and Title if applicable) | Date | ||
| ||||
Signature | Print Name of Authorized Signatory (and Title if applicable) | Date |
(PAGE 1 of 1)
Notice of Withdrawal of Tender
Regarding Shares in Blackstone Private Credit Fund
For Clients of Merrill Lynch, Pierce, Fenner & Smith Incorporated
Tendered Pursuant to the Offer to Purchase
Dated February 1, 2024
The Offer and withdrawal rights will expire on February 29, 2024
and your Merrill Lynch Financial Advisor/Portfolio Manager must submit
this Notice of Withdrawal for processing by 11:59 p.m.,
Eastern Time, on February 29, 2024, unless the Offer is extended
Complete this Notice of Withdrawal and deliver to your Merrill Lynch Financial Advisor/Portfolio Manager.
For additional information call your Merrill Lynch Financial Advisor/Portfolio Manager.
You are responsible for confirming that this Notice is submitted for processing timely by your Merrill Lynch Financial Advisor/Portfolio Manager. If you fail to confirm timely submission of this Notice, there can be no assurance that your withdrawal will be honored by the Fund.
Dear Shareholder:
Please withdraw the tender previously submitted by the undersigned in a Letter of Transmittal.
Fund Name: |
| |
Fund Account #: |
| |
Account Name/Registration: |
| |
Address: |
| |
City, State, Zip |
| |
Telephone Number: |
| |
Email Address: |
| |
Financial Intermediary Firm Name: |
| |
Financial Intermediary Account #: |
| |
Financial Advisor Name: |
| |
Financial Advisor Telephone #: |
|
The undersigned represents that the undersigned is the beneficial owner of the shares in the Fund to which this withdrawal request relates, or that the person signing this request is an authorized representative of the withdrawing shareholder.
In the case of joint accounts, each joint holder must sign this withdrawal request. Requests on behalf of a foundation, partnership or any other entity should be accompanied by evidence of the authority of the person(s) signing.
| ||||
Signature | Print Name of Authorized Signatory (and Title if applicable) | Date | ||
| ||||
Signature | Print Name of Authorized Signatory (and Title if applicable) | Date |
(PAGE 1 of 1)
Notice of Withdrawal of Tender
Regarding Shares in Blackstone Private Credit Fund
For Clients of Morgan Stanley Smith Barney LLC
Tendered Pursuant to the Offer to Purchase
Dated February 1, 2024
The Offer and withdrawal rights will expire on February 29, 2024
and this Notice of Withdrawal must be received by
the Funds Transfer Agent, either by mail or by fax, by 11:59 p.m.,
Eastern Time, on February 29, 2024, unless the Offer is extended
Complete this Notice of Withdrawal and follow the transmittal instructions included herein
Please submit completed Notice of Withdrawal to Morgan Stanleys Alternative Investment Order Entry ticketing system.
You are responsible for confirming that this Notice is received timely by your Financial Advisor. If you fail to confirm receipt of this Notice, there can be no assurance that your withdrawal will be honored by the Fund.
Dear Shareholder:
Please withdraw the tender previously submitted by the undersigned in a Letter of Transmittal.
Fund Name: |
| |
Fund Account #: |
| |
Account Name/Registration: |
| |
Address: |
| |
City, State, Zip |
| |
Telephone Number: |
| |
Email Address: |
| |
Financial Intermediary Firm Name: |
| |
Financial Intermediary Account #: |
| |
Financial Advisor Name: |
| |
Financial Advisor Telephone #: |
|
The undersigned represents that the undersigned is the beneficial owner of the shares in the Fund to which this withdrawal request relates, or that the person signing this request is an authorized representative of the withdrawing shareholder.
In the case of joint accounts, each joint holder must sign this withdrawal request. Requests on behalf of a foundation, partnership or any other entity should be accompanied by evidence of the authority of the person(s) signing.
| ||||
Signature | Print Name of Authorized Signatory (and Title if applicable) | Date | ||
| ||||
Signature | Print Name of Authorized Signatory (and Title if applicable) | Date |
(PAGE 1 of 1)
Notice of Withdrawal of Tender
Regarding Shares in Blackstone Private Credit Fund
For Clients of Stifel Nicolaus & Company, Inc., LPL Financial,
Wells Fargo Bank N.A., Wells Fargo Advisors LLC, Raymond James & Associates, Inc.
Tendered Pursuant to the Offer to Purchase
Dated February 1, 2024
The Offer and withdrawal rights will expire on February 29, 2024
and this Notice of Withdrawal must be received by
the Funds Transfer Agent, either by mail or by fax, by 11:59 p.m.,
Eastern Time, on February 29, 2024, unless the Offer is extended
Complete this Notice of Withdrawal and follow the transmittal instructions included herein
PLEASE SEND COMPLETED FORMS TO YOUR FINANCIAL ADVISOR / PORTFOLIO MANAGER
You are responsible for confirming that this Notice is received timely by your Financial Advisor. If you fail to confirm receipt of this Notice, there can be no assurance that your withdrawal will be honored by the Fund.
Dear Shareholder:
Please withdraw the tender previously submitted by the undersigned in a Letter of Transmittal.
Fund Name: |
| |
Fund Account #: |
| |
Account Name/Registration: |
| |
Address: |
| |
City, State, Zip |
| |
Telephone Number: |
| |
Email Address: |
| |
Financial Intermediary Firm Name: |
| |
Financial Intermediary Account #: |
| |
Financial Advisor Name: |
| |
Financial Advisor Telephone #: |
|
The undersigned represents that the undersigned is the beneficial owner of the shares in the Fund to which this withdrawal request relates, or that the person signing this request is an authorized representative of the withdrawing shareholder.
In the case of joint accounts, each joint holder must sign this withdrawal request. Requests on behalf of a foundation, partnership or any other entity should be accompanied by evidence of the authority of the person(s) signing.
| ||||
Signature | Print Name of Authorized Signatory (and Title if applicable) | Date | ||
| ||||
Signature | Print Name of Authorized Signatory (and Title if applicable) | Date |
(PAGE 1 of 1)
Exhibit 107
EX-FILING FEES
Calculation of Filing Fee Tables
SC TO-I
(Form Type)
Blackstone Private Credit Fund
(Name of Issuer)
Blackstone Private Credit Fund
(Name of Person(s) Filing Statement)
Table 1: Transaction Valuation
Transaction Valuation |
Fee rate |
Amount of Filing Fee | ||||
Fees to Be Paid |
$1,426,787,064(1) | 0.00014760 | $210,593.77(2) | |||
Fees Previously Paid |
||||||
Total Transaction Valuation |
$1,426,787,064 | $210,593.77 | ||||
Total Fees Due for Filing |
$210,593.77 | |||||
Total Fees Previously Paid |
||||||
Total Fee Offsets |
||||||
Net Fee Due |
$210,593.77 |
(1) | The transaction value is calculated as the aggregate maximum purchase price for common shares of beneficial interest (the Shares) of Blackstone Private Credit Fund (the Fund). This amount is based upon the offer to purchase up to 56,194,843 Shares, par value $0.01 per share, of the Fund. |
(2) | Calculated at $147.60 per $1,000,000.00 of the Transaction Valuation in accordance with Rule 0-11 under the Securities Exchange Act of 1934, as amended, as modified by Fee Rate Advisory No. 1 for fiscal year 2024. |
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