OF THE SECURITIES EXCHANGE ACT OF 1934 - Form SC TO-I

Michael K. Hoffman, Esq.

Skadden, Arps, Slate, Meagher & Flom LLP

One Manhattan West

New York, NY 10001

Kevin T. Hardy, Esq.

Skadden, Arps, Slate, Meagher & Flom LLP

155 North Wacker Drive

Chicago, Illinois 60606

Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form of Schedule and the date of its filing.

Check the box if the filing relates solely to preliminary communications made before commencement of a tender offer.

third-party tender offer subject to Rule 14d-1.

issuer tender offer subject to Rule 13e-4.

going-private transaction subject to Rule 13e-3.

amendment to Schedule 13D under Rule 13d-2.

Summary Term Sheet.

Subject Company Information.

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.

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 March 31, 2024, there were 11,206,973 Shares outstanding.

Shares are not traded in any market.

Identity and Background of Filing Person.

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 Rajneesh Vig (each, a "Trustee"). The Chief Executive Officer is Rajneesh Vig, the President is Philip Tseng, the Chief Financial Officer and Treasurer is Erik L. Cuellar, the Chief Operating Officer is Patrick Wolfe, the Secretary is Laurence D. Paredes, the Chief Compliance Officer is Ariel Hazzard and the General Counsel and Assistant Secretary is Diana Huffman. 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.

Not applicable.

Terms of the Transaction.

Subject to the conditions set forth in the Offer to Purchase, the Fund will purchase up to 560,348 Shares that are tendered by holders of the Fund's Shares ("Shareholders") by 11:59 p.m., Eastern Time, on May 31, 2024 and not withdrawn as described in Item 4(a)(1)(vi).

The purchase price of a Share (or portion thereof) tendered will be its net asset value as of June 30, 2024 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.

Each Shareholder that tenders Shares that are accepted for purchase will be sent a letter (the "Acceptance Letter") notifying the Shareholder that the Fund has received and accepted their tender. Such Shareholder will be issued a non-interest bearing, non-transferable promissory note (the "Repurchase Instrument") entitling the tendering Shareholder to receive an amount equal to the value of the Shares accepted for repurchase by the Fund determined as of the Valuation Date. The Repurchase Instrument will be held for the tendering Shareholder by State Street Bank and Trust

The Offer is scheduled to expire on May 31, 2024 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.

Not applicable.

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.

Reference is made to Section 5 "Withdrawal Rights" of the Offer to Purchase, which is incorporated herein by reference.

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.

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.

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.

Reference is made to Section 2 "Offer to Purchase and Price," which is incorporated herein by reference.

Not applicable.

Reference is made to Section 10 "Certain U.S. Federal Income Tax Consequences" of the Offer to Purchase, which is incorporated herein by reference.

Not applicable.

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.

Past Contracts, Transactions, Negotiations and Agreements With Respect to the Issuer's Securities.

The Fund's Prospectus dated April 22, 2024, as amended and/or supplemented 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).

Purposes Of This Tender Offer And Plans Or Proposals.

Reference is made to Section 1 "Background and Purpose of the Offer" of the Offer to Purchase, which is incorporated herein by reference.

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.

Source and Amount of Funds or Other Consideration.

Reference is made to Section 6 "Purchases and Payment" of the Offer to Purchase, which is incorporated herein by reference.

Not applicable.

None of the Fund, the Adviser or the Board or any person controlling the Fund, the Adviser or the Board has determined at this time to borrow funds to purchase Shares tendered in connection with the Offer. Depending on the dollar amount of Shares tendered and prevailing general economic and market conditions, the Fund, in its sole discretion, may decide to seek to borrow money to fund all or a portion of the purchase amount for Shares, subject to compliance with applicable law. The Fund expects that the repayment of any amounts borrowed will be financed from additional funds contributed to the Fund by existing or new Shareholders.

Interest in Securities of the Issuer.

Based on the number of Shares outstanding as of March 31, 2024, the following persons own the number of Shares indicated in the below table.

Person

       Shares       

BlackRock Financial Management, Inc.

Eric J. Draut

John Perlowski

Andrea Petro

Maureen Usifer

Rajneesh Vig

Philip Tseng

Erik L. Cuellar

Patrick Wolfe

Laurence D. Paredes

Ariel Hazzard

Diana Huffman

Less than 1%.

Reference is made to Section 8 "Certain Information About the Fund" of the Offer to Purchase, which is incorporated herein by reference.

During the past sixty (60) days, the Fund issued an aggregate of approximately 1,532,729 Shares, including Shares issued pursuant to the DRIP, for net proceeds of approximately $38,264,538.96.

In connection with the completion of the Fund's tender offer that commenced on January 31, 2024, the Fund repurchased on or about February 29, 2024, 23,540.28 Class I Shares at a purchase price of $24.98 per share, the net asset value per share as of March 31, 2024, pursuant to the terms of such

There have been no other transactions in Shares effected during the past sixty (60) days by the Fund, and the Adviser, BlackRock Financial Management, Inc., or any Trustee or executive officer of the Fund, or any person controlling the Fund or the Adviser.

Persons/Assets Retained, Employed, Compensated or Used.

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.

Financial Statements.

The audited financial statements of the Fund for the period ended December 31, 2023, as filed with the SEC on EDGAR on Form 10-K on March 4, 2024 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.

Not applicable.

Additional Information.

Exhibits.

Filing Fees

Filing Fee Exhibit

Exhibit

(a)(1)(i)

Cover Letter to Offer to Purchase and Letter of Transmittal.

(a)(1)(ii)

Offer to Purchase.

(a)(1)(iii)

Form of Letter of Transmittal.

(a)(1)(iv)

Form of Letter from the Fund to Shareholders in Connection with the Fund's Acceptance of Shares.

(a)(1)(v)

Form of Promissory Note.

(a)(1)(vi)

Form of Notice of Withdrawal of Tender.

Filing Fee Exhibit.