T. Rowe Price OHA Select Private Credit Fund 8-K

What Happened
T. Rowe Price OHA Select Private Credit Fund announced on July 2, 2026 that it entered into an indenture and issued $400,000,000 aggregate principal amount of 6.500% Notes due July 2, 2031. The Notes were offered under Rule 144A and Regulation S, the offering closed July 2, 2026, and U.S. Bank Trust Company, N.A. serves as trustee.

Key Details

• Interest and maturity: 6.500% annual interest, paid semi‑annually on January 2 and July 2 (first payment Jan 2, 2027); maturity July 2, 2031.
• Proceeds and use: Net proceeds approximately $391.4 million; expected uses include new investments consistent with the Fund’s strategy, reducing and repaying borrowings under financing agreements, and general corporate purposes.
• Security and ranking: Notes are general unsecured obligations — pari passu with the Fund’s unsecured unsubordinated debt, senior to any expressly subordinated debt, effectively junior to secured debt to the extent of collateral, and structurally junior to debt of the Fund’s subsidiaries or financing vehicles.
• Other material terms: Indenture includes covenants (including certain asset‑coverage reporting requirements) and a change‑of‑control repurchase right requiring the Fund to offer 100% of principal plus accrued interest on a qualifying event; a Registration Rights Agreement obligates the Fund to file for an exchange offer or shelf registration and may require additional interest if filing deadlines are missed.

Why It Matters
This filing creates a new, sizable fixed‑rate debt obligation for the Fund ($400M), which affects the Fund’s capital structure and interest expense profile through 2031. Investors should note the interest rate, repayment and change‑of‑control protections, how the notes rank relative to other claims, and the Fund’s stated uses of proceeds (investments and debt reduction). The Registration Rights Agreement means the notes were initially sold unregistered (144A/Reg S) but the Fund must pursue registration or pay additional interest if it fails to meet the registration deadlines.