Principal Credit Real Estate Income Trust

07/08/2025 | Press release | Distributed by Public on 07/08/2025 08:02

Private Placement (Form 8-K)

Item 3.02. Unregistered Sales of Equity Securities
As previously disclosed, on July 19, 2024, Principal Credit Real Estate Income Trust, a Maryland statutory trust (the
"Company"), entered into subscription agreements, by and between the Company and each of Principal Life Insurance
Company ("Principal Life") and an unaffiliated insurance company (together with Principal Life, the "Anchor Investors"),
pursuant to which the Anchor Investors agreed, from time to time, to purchase from the Company an aggregate amount of not
less than $150 million in Class A shares, at a price per share equal to the Company's most recently determined net asset value
("NAV") of its Class A shares (the "Anchor Investment"). On July 1, 2025, pursuant to the terms of the Anchor Investment,
the Company issued an aggregate of 1,417,039.43 of its Class A shares to the Anchor Investors at a price per share of
$21.1709 for an aggregate purchase price of $30,000,000. The offer and sale of the Class A shares to the Anchor Investors
was exempt from the registration provisions of the Securities Act of 1933, as amended, by virtue of Section 4(a)(2).
In connection with the continuous private offering of the Company, on July 1, 2025, the Company sold an aggregate of 7,077.19 common shares (the "Shares") for aggregate consideration of approximately $143,800. The offer and sale of the Shares was exempt from the registration provisions of the Securities Act of 1933, as amended, by virtue of Section 4(a)(2) and Rule 506 of Regulation D promulgated thereunder.
The following table details the Shares sold:
Title of Securities
Number of Shares Sold
Aggregate Consideration
Class F-I Common Shares
7,077.19 $143,800
2
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