Attached files
| file | filename |
|---|---|
| EX-99.1 - EX-99.1 - Blackstone Private Credit Fund | d441675dex991.htm |
| 8-K/A - 8-K/A - Blackstone Private Credit Fund | d441675d8ka.htm |
Exhibit 99.2
FEES AND EXPENSES
The following table is intended to assist you in understanding the costs and expenses that an investor in our common shares of beneficial interest (“Common Shares”) will bear, directly or indirectly. Other expenses are estimated and may vary. Actual expenses may be greater or less than shown.
| Class S Shares |
Class D Shares |
Class I Shares |
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| Shareholder transaction expenses (fees paid directly from your investment) |
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| Maximum sales load(1) |
— | % | — | % | — | % | ||||||
| Maximum Early Repurchase Deduction(2) |
2.0 | % | 2.0 | % | 2.0 | % | ||||||
| Annual expenses (as a percentage of net assets attributable to our Common Shares)(3) |
||||||||||||
| Base management fees(4) |
1.25 | % | 1.25 | % | 1.25 | % | ||||||
| Incentive fees(5) |
— | % | — | % | — | % | ||||||
| Shareholder servicing fees(6) |
0.85 | % | 0.25 | % | — | % | ||||||
| Interest payment on borrowed funds(7) |
3.14 | % | 3.14 | % | 3.14 | % | ||||||
| Other expenses(8) |
0.61 | % | 0.61 | % | 0.61 | % | ||||||
| Total annual expenses |
5.85 | % | 5.25 | % | 5.00 | % | ||||||
| (1) | No upfront sales load will be paid with respect to Class S shares, Class D shares or Class I shares, however, if you buy Class S shares or Class D shares through certain financial intermediaries, they may directly charge you transaction or other fees, including upfront placement fees or brokerage commissions, in such amount as they may determine, provided that selling agents limit such charges to a 1.5% cap on net asset value (“NAV”) for Class D shares and 3.5% cap on NAV for Class S shares. Selling agents will not charge such fees on Class I shares. Please consult your selling agent for additional information. |
| (2) | Under our share repurchase plan, to the extent we offer to repurchase shares in any particular quarter, we expect to repurchase shares pursuant to tender offers on or around the last business day of that quarter using a purchase price equal to the NAV per share as of the last calendar day of the applicable quarter, except that shares that have not been outstanding for at least one year will be repurchased at 98% of such NAV. The one-year holding period is measured as of the subscription closing date immediately following the prospective repurchase date. The Early Repurchase Deduction may be waived in the case of repurchase requests arising from the death, divorce or qualified disability of the holder. The Early Repurchase Deduction will be retained by the Fund for the benefit of remaining shareholders. |
| (3) | Total net assets as of March 31, 2021 employed as the denominator for expense ratio computation is $2,116.2 million. |
| (4) | The base management fee paid to Blackstone Credit BDC Advisors LLC (the “Adviser”) is calculated at an annual rate of 1.25% on of the average value of our net assets at the end of the two most recently completed calendar quarters. |
| (5) | We may have capital gains and investment income that could result in the payment of an incentive fee in the first year of investment operations. The incentive fees, if any, are divided into two parts: |
| • | The first part of the incentive fee is based on income, whereby we will pay the Adviser quarterly in arrears 12.5% of our Pre-Incentive Fee Net Investment Income Returns (as defined the prospectus for the public offering of our common shares dated December 7, 2020, filed with the Securities and Exchange Commission (the “Prospectus”)) for each calendar quarter subject to a 5.0% annualized hurdle rate, with a catch-up. |
| • | The second part of the incentive is based on realized capital gains, whereby we will pay the Adviser at the end of each calendar year in arrears 12.5% of cumulative realized capital gains from inception through the end of such calendar year, computed net of all realized capital losses and unrealized capital depreciation on a cumulative basis, less the aggregate amount of any previously paid incentive fee on capital gains. |
As we cannot predict whether we will meet the necessary performance targets, we have assumed no incentive fee for this chart. Once fully invested, we expect the incentive fees we pay to increase to the extent we earn greater income or generate capital gains through our investments in portfolio companies. If we achieved an annualized total return of 5% for each quarter made up entirely of net investment income, no incentive fees would be payable to the Adviser because the hurdle rate was not exceeded. If instead we achieved a total return of 5% in a calendar year made up of entirely realized capital gains net of all realized capital losses and unrealized capital depreciation, an incentive fee equal to 0.63% of our net assets would be payable. See “Advisory Agreement and Administration Agreement” in the Prospectus for more information concerning the incentive fees.
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| (6) | Subject to FINRA limitations on underwriting compensation, we will also pay the following selling commissions over time as shareholder servicing fees to the dealer manager: (a) for Class S shares, a shareholder servicing fee equal to 0.85% per annum of the aggregate NAV for the Class S shares and (b) for Class D shares only, a shareholder servicing fee equal to 0.25% per annum of the aggregate NAV for the Class D shares, in each case, payable monthly. No shareholder servicing fees will be paid with respect to the Class I shares. The total amount that will be paid over time for other underwriting compensation depends on the average length of time for which shares remain outstanding, the term over which such amount is measured and the performance of our investments. We will cease paying the shareholder servicing fee on the Class S shares and Class D shares on the earlier to occur of the following: (i) a listing of Class I shares, (ii) our merger or consolidation with or into another entity, or the sale or other disposition of all or substantially all of our assets or (iii) the date following the completion of the primary portion of this offering on which, in the aggregate, underwriting compensation from all sources in connection with this offering, including the shareholder servicing fee and other underwriting compensation, is equal to 10% of the gross proceeds from our primary offering. In addition, we will cease paying the shareholder servicing fee and/or distribution fee on any Class S share and Class D share in a shareholder’s account at the end of the month in which the Dealer Manager in conjunction with the transfer agent determines that total brokerage commissions and shareholder servicing and/or distribution fees paid with respect to any such share held in a shareholder’s account would exceed, in the aggregate, 10% of the gross proceeds from the sale of such shares. At the end of such month, each such Class S share or Class D share will convert into a number of Class I shares (including any fractional shares), with an equivalent aggregate NAV as such share. See “Plan of Distribution” and “Estimated Use of Proceeds” in our Prospectus. The total underwriting compensation and total organization and offering expenses will not exceed 10% and 15%, respectively, of the gross proceeds from this offering. |
| (7) | To the extent that we determine it is appropriate to borrow funds to make investments, the costs associated with such borrowing will be indirectly borne by shareholders. The figure in the table assumes that we borrow for investment purposes an amount equal to 125% of our weighted average net assets, and that the average annual cost of borrowings, including the amortization of cost associated with obtaining borrowings and unused commitment fees, on the amount borrowed is estimated to be 2.51% Our ability to incur leverage depends, in large part, on the availability of financing in the market. |
| (8) | “Other expenses” include accounting, legal and auditing fees, reimbursement of expenses to our Administrator, organization and offering expenses and fees payable to our Trustees, as discussed in “Plan of Operation.” The amount presented in the table estimates the amounts we expect to pay during the initial 12-month period of the offering following the date we met our minimum offering requirement. |
We have entered into an Expense Support and Conditional Reimbursement Agreement with the Adviser. The Adviser may elect to pay certain of our expenses on our behalf, including organization and offering expenses, provided that no portion of the payment will be used to pay any interest expense or shareholder servicing and/or distribution fees of the Fund. Any Expense Payment that the Adviser has committed to pay must be paid by the Adviser to us in any combination of cash or other immediately available funds no later than forty-five days after such commitment was made in writing, and/or offset against amounts due from us to the Adviser or its affiliates. If the Adviser elects to pay certain of our expenses, the Adviser will be entitled to reimbursement of such expenses from us if Available Operating Funds (as defined below) exceed the cumulative distributions accrued to the Fund’s shareholders. See “Plan of Operations—Expenses—Expense Support and Conditional Reimbursement Agreement” in the Prospectus for additional information regarding the Expense Support Agreement. Because the Adviser’s obligation to pay certain of our expenses is voluntary, the table above does not reflect the impact of any expense support from the Adviser.
Example: We have provided an example of the projected dollar amount of total expenses that would be incurred over various periods with respect to a hypothetical $1,000 investment in each class of our Common Shares. In calculating the following expense amounts, we have assumed that: (1) that our annual operating expenses and offering expenses remain at the levels set forth in the table above, except to reduce annual expenses upon completion of organization expenses, (2) that the annual return before fees and expenses is 5.0%, (3) that the net return after payment of fees and expenses is distributed to shareholders and reinvested at NAV and (4) your financial intermediary does not directly charge you transaction or other fees.
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| Class S shares | ||||||||||||||||
| Return Assumption |
1 Year | 3 Years | 5 Years | 10 Years | ||||||||||||
| You would pay the following expenses on a $ 1,000 investment, assuming a 5.0% annual return from net investment income: |
$ | 58 | $ | 172 | $ | 285 | $ | 558 | ||||||||
| Total expenses assuming a 5.0% annual return solely from net realized capital gains: |
$ | 64 | $ | 189 | $ | 310 | $ | 599 | ||||||||
| Class D shares | ||||||||||||||||
| Return Assumption |
1 Year | 3 Years | 5 Years | 10 Years | ||||||||||||
| You would pay the following expenses on a $ 1,000 investment, assuming a 5.0% annual return from net investment income: |
$ | 52 | $ | 156 | $ | 259 | $ | 515 | ||||||||
| Total expenses assuming a 5.0% annual return solely from net realized capital gains: |
$ | 59 | $ | 173 | $ | 286 | $ | 559 | ||||||||
| Class I shares | ||||||||||||||||
| Return Assumption |
1 Year | 3 Years | 5 Years | 10 Years | ||||||||||||
| You would pay the following expenses on a $ 1,000 investment, assuming a 5.0% annual return from net investment income: |
$ | 50 | $ | 149 | $ | 248 | $ | 497 | ||||||||
| Total expenses assuming a 5.0% annual return solely from net realized capital gains: |
$ | 56 | $ | 166 | $ | 275 | $ | 542 | ||||||||
While the examples assume a 5.0% annual return on investment before fees and expenses, our performance will vary and may result in an annual return that is greater or less than this. These examples should not be considered a representation of your future expenses. If we achieve sufficient returns on our investments to trigger a quarterly incentive fee on income and/or if we achieve net realized capital gains in excess of 5.0%, both our returns to our shareholders and our expenses would be higher. See “Advisory Agreement and Administration Agreement” in our Prospectus for information concerning incentive fees.
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