08/10/2026 | Press release | Distributed by Public on 08/10/2026 14:07
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Steven Grigoriou, Esq.
Simpson Thacher & Bartlett LLP
900 G Street, NW
Washington, DC 20001
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Jonathan Gaines, Esq.
Simpson Thacher & Bartlett LLP
425 Lexington Avenue
New York, NY 10017
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☐
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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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☐
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third-party tender offer subject to Rule 14d-1.
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☒
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issuer tender offer subject to Rule 13e-4.
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☐
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going-private transaction subject to Rule 13e-3.
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☐
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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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Item 1.
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Summary Term Sheet.
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Item 2.
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Subject Company Information.
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(a)
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The name of the issuer is BlackRock 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 50 Hudson Yards, New York, NY 10001 and the telephone number is (212) 810-5800.
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(b)
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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 S common shares of beneficial interest (the "Class S Shares"), Class D common shares of beneficial interest (the "Class D Shares") and Institutional common shares of beneficial interest (the "Institutional Shares" and together with Class S Shares and Class D Shares, the "Shares") or portions thereof. As of the close of business on June 30, 2026, there were 69,727,483 Shares outstanding.
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(c)
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Shares are not traded in any market.
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Item 3.
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Identity and Background of Filing Person.
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(a)
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The Fund is tendering for its own Shares. The information required by this Item is set forth in Item 2(a) above. BlackRock Capital Investment Advisors, LLC (the "Adviser") serves as the investment manager for the Fund. The Adviser is located at 50 Hudson Yards, New York, NY 10001 and its telephone number is (212) 810-5800. The members of the Fund's Board of Trustees (the "Board") are Eric J. Draut, John Perlowski, Andrea Petro, Marueen Usifer, and Philip Tseng (each, a "Trustee"). The Chief Executive Officer is Philip Tseng, the President is Jason Mehring, the Chief Financial Officer and Treasurer is Erik L. Cuellar, the Chief Operating Officer is Patrick Wolfe, the Chief Compliance Officer is Charles Park and the General Counsel and Secretary is Diana Huffman. Philip Tseng and Dan Worrell are the Co-Chief Investment Officers of the Fund. The Trustees and the executive officers of the Fund may be reached at the Fund's business address and phone number set forth in Item 2(a) above.
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(b)-(c)
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Not applicable.
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Item 4.
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Terms of the Transaction.
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(a)(1)(i)
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Subject to the conditions set forth in the Offer to Purchase, the Fund will purchase up to 3,486,374 Shares that are tendered by holders of the Fund's Shares ("Shareholders") by 11:59 p.m., Eastern Time, on September 4, 2026 and not withdrawn as described in Item 4(a)(1)(vi).
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(ii)
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The purchase price of a Share (or portion thereof) tendered will be its net asset value as of September 30, 2026 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.
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(iii)
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The Offer is scheduled to expire on September 4, 2026 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.
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(iv)
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Not applicable.
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(v)
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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.
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(vi)
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Reference is made to Section 5 "Withdrawal Rights" of the Offer to Purchase, which is incorporated herein by reference.
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(vii)
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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 the Transfer Agent). All Shareholders tendering Shares should carefully review their Letter of Transmittal and follow the delivery instructions therein.
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(viii)
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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.
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(ix)
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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.
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(x)
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Reference is made to Section 2 "Offer to Purchase and Price," which is incorporated herein by reference.
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(xi)
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Not applicable.
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(xii)
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Reference is made to Section 10 "Certain U.S. Federal Income Tax Consequences" of the Offer to Purchase, which is incorporated herein by reference.
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(a)(2)
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Not applicable.
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(b)
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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 Fund's knowledge, none of the officers, Trustees, or affiliates of the Fund intends to tender Shares in the Offer.
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Item 5.
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Past Contracts, Transactions, Negotiations and Agreements With Respect to the Issuer's Securities.
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(a)
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The Fund's Prospectus dated April 24, 2026, as supplemented and/or amended 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 Fund's 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).
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Item 6.
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Purposes Of This Tender Offer And Plans Or Proposals.
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(a)-(b)
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Reference is made to Section 1 "Background and Purpose of the Offer" of the Offer to Purchase, which is incorporated herein by reference.
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(c)
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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.
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Item 7.
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Source and Amount of Funds or Other Consideration.
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(a)-(b)
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Reference is made to Section 6 "Purchases and Payment" of the Offer to Purchase, which is incorporated herein by reference.
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(c)
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Not applicable.
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(d)
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None of the Fund, the Adviser or the Board or any person controlling the Fund, the Adviser or the Board has
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Item 8.
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Interest in Securities of the Issuer.
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(a)
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Based on the number of Shares outstanding as of June 30, 2026, the following persons own the number of Shares indicated in the below table.
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Person
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Shares
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Percentage of the
Fund's Outstanding
Shares
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BlackRock Financial Management, Inc.
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6,146,751
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8.815%
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Eric J. Draut
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1,103
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0.002%
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John Perlowski
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0
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0%
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Andrea Petro
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0
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0%
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Maureen Usifer
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0
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0%
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Philip Tseng
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1,009
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0.001%
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Charles C. S. Park
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0
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0%
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Jason Mehring
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699
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0.001%
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Erik L. Cuellar
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0
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0%
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Patrick Wolfe
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0
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0%
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Dan Worrell
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4,036
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0.006%
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Diana Huffman
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0
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0%
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(b)
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Reference is made to Section 8 "Certain Information About the Fund" of the Offer to Purchase, which is incorporated herein by reference.
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Item 9.
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Persons/Assets Retained, Employed, Compensated or Used.
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(a)
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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.
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Item 10.
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Financial Statements.
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(a)
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The audited financial statements of the Fund for the period ended December 31, 2025, as filed with the SEC on EDGAR on Form 10-K on March 2, 2026, are incorporated by reference. The unaudited financial statements of the Fund for the periods ended March 31, 2026 and June 30, 2026, as filed with the SEC on EDGAR on Form 10-Q on May 7, 2026 and August 6, 2026, respectively, are incorporated by reference. The Fund will prepare and transmit to Shareholders the audited 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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(b)
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Not applicable.
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Item 11.
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Additional Information.
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(a)
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(1)
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(2)
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None.
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(3)
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Not applicable.
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(4)
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Not applicable.
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(5)
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None.
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(c)
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The Offer to Purchase, attached hereto as Exhibit (a)(1)(ii), is incorporated herein by reference in its entirety.
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Item 12.
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Exhibits.
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(a)(1)(i)
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Cover Letter to Offer to Purchase and Letter of Transmittal.
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(a)(1)(ii)
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Offer to Purchase.
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(a)(1)(iii)
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Forms of Letter of Transmittal.
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(a)(1)(iv)
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Form of Letter from the Fund to Shareholders in Connection with the Fund's Acceptance of Shares.
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(a)(1)(v)
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Form of Promissory Note.
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(a)(1)(vi)
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Form of Notice of Withdrawal of Tender.
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(a)(2)-(5)
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Not applicable.
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(b)
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Not applicable.
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(d)
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Not applicable.
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(g)
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Not applicable.
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(h)
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Not applicable.
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107
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Filing Fee Table.
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BLACKROCK PRIVATE CREDIT FUND
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By:
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/s/ Diana Huffman
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Name:
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Diana Huffman
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Title:
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Secretary
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Exhibit
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(a)(1)(i)
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Cover Letter to Offer to Purchase and Letter of Transmittal.
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(a)(1)(ii)
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Offer to Purchase.
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(a)(1)(iii)
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Forms of Letter of Transmittal.
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(a)(1)(iv)
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Form of Letter from the Fund to Shareholders in Connection with the Fund's Acceptance of Shares.
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(a)(1)(v)
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Form of Promissory Note.
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(a)(1)(vi)
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Form of Notice of Withdrawal of Tender.
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107
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Filing Fee Table.
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