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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

Pursuant to Section 13 or 15 (d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): April 27, 2026

 

 

Blackstone Private Credit Fund

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   814-01358   84-7071531

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(I.R.S. Employer

Identification No.)

345 Park Avenue

New York, New York 10154

(Address of principal executive offices, including zip code)

(212) 503-2100

(Registrant’s phone number, including area code)

None

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

 

 

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

 

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

 

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

 

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

 

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

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class

 

Trading
Symbol(s)

 

Name of each exchange
on which registered

Indicate by check mark
None   None   None

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2):

Emerging growth company 

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

 

 
 


Item 8.01.

Other Events.

On April 27, 2026, Blackstone Private Credit Fund (the “Fund”) issued $850,000,000 aggregate principal amount of 5.950% notes due 2031 (the “Notes”) pursuant to that certain Base Indenture, dated as of September 15, 2021 (as may be further amended, supplemented or otherwise modified from time to time, the “Base Indenture”), as supplemented by the Twenty-First Supplemental Indenture (the “Twenty-First Supplemental Indenture” and, together with the Base Indenture, the “Indenture”), between the Fund and U.S. Bank Trust Company, National Association (the “Trustee”).

The Notes will mature on May 15, 2031 and may be redeemed in whole or in part at the Fund’s option at any time and from time to time at the redemption prices set forth in the Indenture. The Notes bear interest at a rate of 5.950% per year payable semi-annually on November 15 and May 15 of each year, commencing on November 15, 2026. The Notes are general unsecured obligations of the Fund that rank senior in right of payment to all of the Fund’s existing and future indebtedness that is expressly subordinated in right of payment to the Notes, rank pari passu with all existing and future unsecured indebtedness issued by the Fund that is not so subordinated, rank effectively junior to any of the Fund’s secured indebtedness (including unsecured indebtedness that the Fund later secures) to the extent of the value of the assets securing such indebtedness, and rank structurally junior to all existing and future indebtedness (including trade payables) incurred by the Fund’s subsidiaries, financing vehicles or similar facilities.

The Indenture contains certain covenants, including covenants requiring the Fund to comply with the asset coverage requirements of Section 18(a)(1)(A) as modified by Section 61(a) of the Investment Company Act of 1940, as amended, whether or not it is subject to those requirements, and to provide financial information to the holders of the Notes and the Trustee if the Fund is no longer subject to the reporting requirements under the Securities Exchange Act of 1934, as amended. These covenants are subject to important limitations and exceptions that are described in the Indenture.

In addition, on the occurrence of a “change of control repurchase event,” as defined in the Indenture, the Fund will generally be required to make an offer to purchase the outstanding Notes at a price equal to 100% of the principal amount of such Notes plus accrued and unpaid interest to the repurchase date.

The Notes were offered and sold pursuant to an effective Registration Statement on Form N-2ASR (File No. 333-284601), filed on January 30, 2025, and the preliminary prospectus supplement and the pricing term sheet, each filed with the United States Securities and Exchange Commission on April 22, 2026. The transaction closed on April 27, 2026.

The foregoing descriptions of the Base Indenture, the Twenty-First Supplemental Indenture and the Notes do not purport to be complete and are qualified in their entirety by reference to the full text of the Base Indenture, the Twenty-First Supplemental Indenture and the Notes, respectively, each filed as an exhibit hereto and incorporated by reference herein.

 


Item 9.01.

Financial Statements and Exhibits.

 

(d)

Exhibits.

 

 1.1    Underwriting Agreement, dated as of April 22, 2026, by and among the Fund, Blackstone Private Credit Strategies LLC and Morgan Stanley & Co. LLC, Deutsche Bank Securities Inc., MUFG Securities Americas Inc., RBC Capital Markets, LLC and Wells Fargo Securities, LLC, as representatives of the several underwriters named therein.
 4.1    Indenture, dated as of September 15, 2021, by and between the Fund and U.S. Bank National Association, as trustee (incorporated by reference to Exhibit 4.1 of the Fund’s Current Report on Form 8-K, filed on September 15, 2021).
 4.2    Twenty-First Supplemental Indenture, dated as of April 27, 2026, relating to the 5.950% Notes due 2031, by and between the Fund and U.S. Bank Trust Company, National Association, as trustee.
 4.3    Form of 5.950% Notes due 2031 (incorporated by reference to Exhibit 4.2 hereto).
 5.1    Opinion of Simpson Thacher & Bartlett LLP
 5.2    Opinion of Richards, Layton & Finger, P.A.
23.1    Consent of Simpson Thacher & Bartlett LLP (included as part of Exhibit 5.1).
23.2    Consent of Richards, Layton & Finger, P.A. (included as part of Exhibit 5.2).
104    Cover Page Interactive Data File (embedded within the Inline XBRL document).

 


SIGNATURES

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

 

Date: April 27, 2026     BLACKSTONE PRIVATE CREDIT FUND
        By:  

/s/ Lucie Enns

        Name:   Lucie Enns
        Title:   Chief Legal Officer and Secretary