Form 8-K Blackstone Private Credi For: May 23

May 24, 2022 8:24 AM EDT

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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): May 23, 2022

 

 

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, 31st Floor

New York, New York

  10154
(Address of principal executive offices)   (Zip Code)

Registrant’s telephone number, including area code): (212) 503-2100

Not Applicable

(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: None

 

Title of each class

 

Trading

Symbol(s)

 

Name of each exchange

on which registered

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

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 3.02.

Unregistered Sale of Equity Securities.

As of May 1, 2022, Blackstone Private Credit Fund (the “Fund”) sold unregistered Class I common shares of beneficial interest (with the final number of shares being determined on May 23, 2022) to feeder vehicles primarily created to hold the Fund’s Class I shares. The offer and sale of these Class I shares was exempt from the registration provisions of the Securities Act of 1933, as amended, pursuant to Section 4(a)(2) and/or Regulation S thereunder (the “Private Offering”). The following table details the shares sold:

 

Date of Unregistered Sale    Amount of Class I
Common Shares
     Consideration  

As of May 1, 2022 (number of shares finalized on May 23, 2022)

     18,301,525      $ 471,447,284  

Item 5.02. Departure of Certain Officers; Appointment of Certain Officers.

On May 24, 2022, Blackstone Alternative Credit Advisors LP (“Blackstone Credit”) announced that Abby Miller has been appointed as the Chief Accounting Officer and Treasurer of the Fund. The board of trustees of the Fund approved Ms. Miller’s appointment on May 2, 2022 for a term commencing May 23, 2022.

Ms. Miller, born 1983, most recently served as Chief Financial Officer and Treasurer of BlackRock Capital Investment Corporation. Prior to joining BlackRock in 2017, Ms. Miller was Executive Director, Accounting Policy and Quality Assurance at Rabobank, North America Region and previously served as Assistant Controller of Rabobank’s North America Wholesale Business. She has held various controllership roles at financial services institutions including Fortress Investment Group and MUFG Americas, having started her career as an auditor at EY. Ms. Miller earned a bachelor’s degree in accounting and finance from Binghamton University’s School of Management.

Ms. Miller’s appointment coincides with the end of the interim term of service of David Goldberg, as contemplated pursuant to his initial appointment. The Fund is grateful to Mr. Goldberg for his dedicated service to the Fund.

A copy of Blackstone Credit’s press release announcing the foregoing matters is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 7.01. Regulation FD Disclosure.

May 2022 Distributions

On May 24, 2022, the Fund declared distributions for each class of its common shares of beneficial interest (the “Shares”) in the amount per share set forth below:

 

     Gross
Distribution
     Stockholder
Servicing Fee
     Net
Distributions
 

Class I Common Shares

   $  0.1740      $ 0.0000      $        $ 0.1740  

Class S Common Shares

   $ 0.1740      $ 0.0182      $        $ 0.1558  

Class D Common Shares

   $ 0.1740      $ 0.0054      $        $ 0.1686  

The distributions for each class of Shares are payable to shareholders of record as of the open of business on May 31, 2022 and will be paid on or about June 29, 2022. These distributions will be paid in cash or reinvested in shares of the Fund’s Shares for shareholders participating in the Fund’s distribution reinvestment plan.


Recent Blackstone Credit Transaction Highlights1

Mantech

In May 2022, Blackstone Credit served as a lead lender and committed to provide $1.4 billion of a $2.85 billion financing package, which consists of a $2.1 billion first lien term loan, $500 million delayed draw term loan and a $250 million revolver, to support the take-private of Mantech by the Carlyle Group. Founded in 1968, Mantech provides mission-focused solutions and services for the US Defense and intelligence community and federal civilian agencies.

CPI International Holding Corp.

In May 2022, Blackstone Credit served as a lead lender and fully committed to a large first lien senior secured financing package, which includes a first lien term loan, delayed draw term loan and revolver, to support the acquisition of CPI International Holding Corp. (“CPI”) by The Jordan Company. Based in Palo Alto, CA, CPI is a leading designer and manufacturer of highly engineered, proprietary products for the defense, connectivity, medical and industrial / scientific end markets.

Item 8.01. Other Events.

Net Asset Value

The net asset value (“NAV”) per share of each class of the Fund as of April 30, 2022, as determined in accordance with the Fund’s valuation policy, is set forth below.

 

     NAV as of
April 30,
2022
 

Class I Common Shares

   $ 25.76  

Class S Common Shares

   $ 25.76  

Class D Common Shares

   $ 25.76  

As of April 30, 2022, the Fund’s aggregate NAV was $19.5 billion, the fair value of its investment portfolio was $40.2 billion, and it had $19.5 billion of debt outstanding (at principal). The average debt-to-equity leverage ratio during April 2022 was approximately 0.98 times. As of April 30, 2022, the Fund had $28.2 billion in committed debt capacity, with 90% in secured floating rate leverage and 10% in unsecured fixed rate leverage based on drawn amounts.2 The Fund’s leverage sources are in the form of a corporate revolver (2%), asset-based credit facilities (45%), unsecured bonds (35%), secured short term indebtedness (4%) and collateralized loan obligation (CLO) notes (14%) based on drawn amounts.

Status of Offering

The Fund is currently publicly offering on a continuous basis up to $36.5 billion in Shares (the “Offering”). Additionally, the Fund has sold unregistered shares as part of the Private Offering. The following table lists the Shares issued and total consideration for both the Offering and the Private Offering as of the date of this filing. The Fund intends to continue selling Shares in the Offering and the Private Offering on a monthly basis.

 

     Common
Shares Issued
     Total
Consideration
 

Offering:

     

Class I Common Shares

     155,301,725      $ 4.0 billion  

Class S Common Shares

     226,286,577      $ 5.9 billion  

Class D Common Shares

     33,561,074      $ 0.9 billion  

Private Offering:

     

Class I Common Shares

     385,290,896      $ 10.0 billion  

Class S Common Shares

     —          —    

Class D Common Shares

     —          —    

Total Offering and Private Offering *

     800,440,272      $ 20.7 billion  

 

*

Amounts may not sum due to rounding.

 

1 

The information provided, including dollar amounts, represents the aggregated investment of all participating Blackstone Credit vehicles, including the Fund. The final dollar amount of the Fund’s portion of the investment will be determined and disclosed in the Fund’s future periodic reports.

2 

Certain Notes are treated as floating rate due to interest rate swaps the Fund has entered into to swap fixed notes payments for floating rate payments.


Item 9.01 Financial Statements and Exhibits

 

(d)    Exhibits
99.1    Press Release of Blackstone Alternative Credit Advisors LP, dated May 24, 2022.


SIGNATURE

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.

 

    BLACKSTONE PRIVATE CREDIT FUND
Date: May 24, 2022     By:  

/s/ Marisa J. Beeney

    Name:   Marisa J. Beeney
    Title:   Chief Compliance Officer, Chief Legal Officer and Secretary

Exhibit 99.1

Abby Miller Appointed as Chief Accounting Officer and Treasurer of Blackstone Credit BDCs

New York, May 24, 2022 – Blackstone Credit today announced the appointment of Abby Miller as Chief Accounting Officer and Treasurer of Blackstone Private Credit Fund (BCRED) and Blackstone Secured Lending Fund (BXSL), its business development companies (BDCs). BCRED and BXSL are part of the direct lending platform within Blackstone’s $230 billion credit business, the firm’s fastest growing segment.

Ms. Miller brings more than 15 years of accounting and audit experience, predominantly within large financial services institutions. She joins Blackstone Credit from BlackRock, where she most recently served as Chief Financial Officer and Treasurer of its BDC, BlackRock Capital Investment Corporation.

Commenting on the appointment, Brad Marshall, Head of North America Private Credit at Blackstone and CEO and Chair of the Board of Trustees of both BCRED and BXSL, said: “Abby’s tremendous finance and accounting experience and deep private and public markets expertise will be extremely additive to the operations of our BDCs. We’re thrilled to welcome her to the team.”

Abby Miller added: “The Blackstone Credit team has built an exceptional direct lending platform that not only supports the growth of high-caliber private companies through its capital, resources and scale but is expanding access to the private credit asset class for a broader range of income-focused investors. I look forward to contributing to the continued expansion of the business.”

Prior to joining BlackRock in 2017, Ms. Miller was Executive Director, Accounting Policy and Quality Assurance at Rabobank, North America Region and previously served as Assistant Controller of Rabobank’s North America Wholesale Business. She has held various controllership roles at financial services institutions including Fortress Investment Group and MUFG Americas, having started her career as an auditor at EY. Ms. Miller earned a bachelor’s degree in accounting and finance from Binghamton University’s School of Management.

About Blackstone Private Credit Fund

Blackstone Private Credit Fund (BCRED) is Blackstone’s non-listed business development company (BDC). Leveraging Blackstone’s institutional-caliber investment approach, BCRED aims to provide income-focused individual investors access to private credit in a continuously offered fund structure. It is part of Blackstone Credit’s $74 billion direct lending platform, which provides privately originated, senior secured, floating rate loans to U.S. and European middle market companies. BCRED is externally managed by a subsidiary of Blackstone (NYSE: BX), a global leader in credit investing.

About Blackstone Secured Lending Fund

Blackstone Secured Lending Fund (NYSE:BXSL) is a specialty finance company that invests primarily in the debt of private U.S. companies. As of March 31, 2022, BXSL’s fair value of investments was approximately $10.0 billion. BXSL has elected to be regulated as a business development company under the Investment Company Act of 1940, as amended. BXSL is externally managed by Blackstone Credit BDC Advisors LLC, an SEC-registered investment adviser that is an affiliate of Blackstone Inc. Blackstone Inc. (formerly, The Blackstone Group, Inc.), together with its subsidiaries, is the world’s largest alternative investment firm with approximately $915 billion of assets under management as of March 31, 2022.


About Blackstone Credit

Blackstone Credit is one of the world’s largest credit-focused asset managers, with $230 billion in AUM. We seek to generate attractive risk-adjusted returns for our clients by investing across the entire corporate credit market, from public debt to private loans. Our capital supports a wide range of companies across sectors and geographies, enabling businesses to expand, invest, and navigate changing market environments.

Contact

Kate Holderness

[email protected]

646-482-8774



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