Blackstone Private Credit Fund: Board Urges Rejection of Cox Tender Offer

What Happened

• On September 24, 2026, Blackstone Private Credit Fund (BCRED) filed an 8‑K reporting results of its 2026 Annual Meeting and announcing the Board’s unanimous recommendation that shareholders reject an unsolicited tender offer from Cox Capital.
• A quorum was present with 1,013,929,299 shares (≈53.32% of 1,901,548,491 shares entitled to vote). Two Class II trustees were elected and Deloitte & Touche LLP was ratified as the independent auditor.

Key Details

• Annual meeting votes:
  • Robert Bass elected as Class II trustee: 843,984,384 votes for; 75,248,960 withheld; 94,695,955 broker non‑votes.
  • Michelle Greene elected as Class II trustee: 900,936,159 votes for; 18,297,185 withheld; 94,695,955 broker non‑votes.
  • Deloitte & Touche LLP ratified as auditor: 997,697,574 for; 6,444,161 against; 9,787,564 abstained.
• Cox Capital tender offer:
  • Offer price: $20.65 per Class I share — 12.5% below BCRED’s published Class I NAV of $23.60 (as of Aug 31, 2026).
  • Maximum size: up to $20 million of Class I shares (a de minimis portion of outstanding shares).
  • Board view: offer “not advisable,” undervalues BCRED, may transfer value to bidder; shareholders should take no action to reject (those who already tender may withdraw before the offer expires).
• Portfolio and liquidity notes from the filing: BCRED reports a since‑inception 9.0% annualized total net return (as of Aug 31, 2026), a 9.2% annualized distribution rate for Class I shares, diversified exposure to 600+ borrowers, and continued quarterly repurchase program providing shareholder liquidity.

Why It Matters

• The Board’s recommendation is material because accepting a purchase at a 12.5% discount could shift economic value to an opportunistic buyer and dilute remaining shareholders’ interests; the Board urges shareholders not to tender.
• The tender offer is small relative to BCRED’s outstanding shares (up to $20M), but because repurchases occur at NAV, the Board says accepting the discounted offer could create a mismatch benefiting the bidder.
• Investors should note the meeting outcomes (trustee elections, auditor ratification) and that shareholders who already tendered can withdraw per the offer documents. Past performance cited in the filing is not a guarantee of future results.