12/23/2025 | Press release | Distributed by Public on 12/23/2025 15:29
Item 8.01. Other Events.
On December 23, 2025, Blackstone Private Credit Fund (the "Fund") issued $100,000,000 aggregate principal amount of 6.250% notes due 2031 (the "New 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 Twelfth Supplemental Indenture (the "Twelfth Supplemental Indenture" and, together with the Base Indenture, the "Indenture"), between the Fund and U.S. Bank Trust Company, National Association (the "Trustee"). The New Notes are a further issuance of the 6.250% Notes due 2031 that the Fund issued on January 25, 2024 in the aggregate principal amount of $500,000,000 (the "Existing Notes" and, together with the New Notes, the "Notes"). The New Notes will be treated as a single series with the Existing Notes under the Indenture governing the Notes and will have the same terms as the Existing Notes (except the issue date, public offering price and initial interest payment date). The New Notes will have the same CUSIP number and will be fungible and rank equally with the Existing Notes. Upon the issuance of the New Notes, the outstanding aggregate principal amount of the 6.250% Notes due 2031 will be $600,000,000.
The Notes will mature on January 25, 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 6.250% per year payable semi-annuallyon January 25 and July 25 of each year, commencing on January 25, 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 are 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 December 18, 2025. The transaction closed on December 23, 2025.
The foregoing descriptions of the Base Indenture, the Twelfth 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 Twelfth Supplemental Indenture and the Notes, respectively, each filed as an exhibit hereto and incorporated by reference herein.