PGIM Private Credit Fund
11/06/2025 | Press release | Distributed by Public on 11/06/2025 14:36
Amendment to Tender Offer Statement (Form SC TO-I/A)
As filed with the Securities and Exchange Commission on November 6, 2025
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE TO
TENDER OFFER STATEMENT PURSUANT TO SECTION 14(D)(1) OR 13(E)(1) OF THE SECURITIES EXCHANGE ACT OF 1934
PGIM Private Credit Fund
(Name of Issuer)
PGIM Private Credit Fund
(Names of Filing Persons (Offeror and Issuer))
Class I Shares of Beneficial Interest, Par Value $0.01 per Share
(Title of Class of Securities)
71710E309
(CUSIP Number of Class of Securities)
Class D Shares of Beneficial Interest, Par Value $0.01 per Share
(Title of Class of Securities)
71710E200
(CUSIP Number of Class of Securities)
Class S Shares of Beneficial Interest, Par Value $0.01 per Share (Title of Class of Securities)
71710E101
(CUSIP Number of Class of Securities)
Claudia DiGiacomo, Esq.
PGIM Investments LLC
655 Broad Street, Newark, NJ 07102-4410
973-802-5032
(Name, Address and Telephone No. of Person Authorized
to Receive Notices and Communications on Behalf of Filing Person)
With copies to:
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Benjamin C. Wells, Esq. Jacqueline Edwards, Esq. Simpson Thacher & Bartlett LLP 425 Lexington Avenue New York, New York 10017 |
Ryan P. Brizek, Esq. Simpson Thacher & Bartlett LLP 900 G Street, N.W. Washington, DC 20001 |
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Check the box if the filing relates solely to preliminary communications made before commencement of a tender offer. |
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Check the appropriate boxes below to designate any transactions to which the statement relates: |
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third-party tender offer subject to Rule 14d-1. |
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☒ |
issuer tender offer subject to Rule 13e-4. |
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going-private transaction subject to Rule 13e-3. |
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amendment to Schedule 13D under Rule 13d-2. |
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Check the following box if the filing is a final amendment reporting the results of the tender offer: ☒ |
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If applicable, check the appropriate box(es) below to designate the appropriate rule provision(s) relied upon: |
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Rule 13e-4(i) (Cross-Border Issuer Tender Offer) |
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Rule 14d-1(d) (Cross-Border Third-Party Tender Offer) |
This Final Amendment relates to the Issuer Tender Offer Statement on Schedule TO (the "Statement") originally filed on September 29, 2025 by PGIM Private Credit Fund (the "Fund") in connection with an offer by the Fund (the "Offer") to purchase up to 329,683 of its outstanding shares of beneficial interest (including Class I common shares of beneficial interest, Class S common shares of beneficial interest, and Class D common shares of beneficial interest, the "Shares") at a price equal to the net asset value per Share as of September 30, 2025 (the "Valuation Date"), upon the terms and subject to the conditions contained in the Offer to Purchase dated September 29, 2025 (the "Offer to Purchase") and the related Letter of Transmittal.
This is the Final Amendment to the Statement and is being filed to report the results of the Offer. Capitalized terms not otherwise defined herein shall have the meanings ascribed to them in the Offer to Purchase.
The following information is furnished pursuant to Rule 13e-4(c)(4):
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1. |
The Offer expired at 11:59 p.m., Eastern Time, on October 28, 2025. |
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2. |
No shares of the Fund were validly tendered and not withdrawn prior to the expiration of the Offer. |
Except as specifically provided herein, the information contained in the Statement, as amended, and the Letter of Transmittal remains unchanged and this Amendment does not modify any of the information previously reported on the Statement, as amended, or the Letter of Transmittal.
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.
PGIM PRIVATE CREDIT FUND
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By: |
/s/ George Hoyt |
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Name: |
George Hoyt |
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Title: |
Assistant Secretary |
Dated: November 6, 2025
EXHIBIT INDEX
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Exhibit |
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107 |
Calculation of Filing Fee Table. |
PGIM Private Credit Fund published this content on November 06, 2025, and is solely responsible for the information contained herein. Distributed via Edgar on November 06, 2025 at 20:37 UTC. If you believe the information included in the content is inaccurate or outdated and requires editing or removal, please contact us at [email protected]