Filing Details
- Accession Number:
- 0001104659-25-029409
- Form Type:
- 13D Filing
- Publication Date:
- 2025-03-27 20:00:00
- Filed By:
- PGIM Strategic Investments, Inc.
- Company:
- Pgim Private Credit Fund
- Filing Date:
- 2025-03-28
- SEC Url:
- 13D Filing
Ownership Summary
Please notice the below summary table is generated without human intervention and may contain errors. Please refer to the complete filing displayed below for exact figures.
| Name | Sole Voting Power | Shared Voting Power | Sole Dispositive Power | Shared Dispositive Power | Aggregate Amount Owned Power | Percent of Class |
|---|---|---|---|---|---|---|
| PGIM Strategic Investments, Inc. | 0 | 0 | 0 | 0 | 0 | 0% |
| The Prudential Insurance Company of America | 0 | 5,656,908 | 0 | 5,656,908 | 5,656,908 | 97.5% |
| Pruco Life Insurance Company | 0 | 5,656,908 | 0 | 5,656,908 | 5,656,908 | 97.5% |
| Prudential Financial, Inc. | 0 | 5,656,908 | 0 | 5,656,908 | 5,656,908 | 97.5% |
Filing
|
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3)
|
PGIM Private Credit Fund (Name of Issuer) |
Class I common shares of beneficial interest, par value $0.001 (Title of Class of Securities) |
71710E309 (CUSIP Number) |
Andrew French c/o Prudential Insurance Co of America, 751 Broad Street Newark, NJ, 07102 973-367-2396 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
03/26/2025 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
SCHEDULE 13D
|
| CUSIP No. | 71710E309 |
| 1 |
Name of reporting person
PGIM Strategic Investments, Inc. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
NEW JERSEY
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
0.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person:
This Schedule 13D relates to the following classes of securities: Class I common shares of beneficial interest, par value $0.001 per share (the "Class I Common Shares") with CUSIP No. 71710E309, Class D common shares of beneficial interest, par value $0.001 per share (the "Class D Common Shares") with CUSIP 71710E200 and the Class S common shares of beneficial interest, par value $0.001 per share (the "Class S Common Shares") with CUSIP 71710E101 of PGIM Private Credit Fund, a Delaware statutory trust (the "Issuer"). PGIM Strategic Investments, Inc. has shared voting power and dispositive power with respect to 0 Class I Common Shares, 477.912 Class D Common Shares and 473.429 Class S Common Shares. The aggregate amount beneficially owned by PGIM Strategic Investments, Inc. is 0 Class I Common Shares, 477.912 Class D Common Shares, and 473.429 Class S Common Shares representing 0 percent of Class I Common Shares, 100 percent of Class D Common Shares and 100 percent of Class S Common Shares. Cover pages are limited to one class of security. The cover pages of this Schedule 13D filing relate to the Class I Common Shares, and this comment shall serve as full disclosure of the beneficial ownership of all classes of securities of the Issuer.
SCHEDULE 13D
|
| CUSIP No. | 71710E309 |
| 1 |
Name of reporting person
The Prudential Insurance Company of America | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
NEW JERSEY
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
5,656,908.17 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
97.5 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person:
This Schedule 13D relates to the following classes of securities: Class I common shares of beneficial interest, par value $0.001 per share (the "Class I Common Shares") with CUSIP No. 71710E309, Class D common shares of beneficial interest, par value $0.001 per share (the "Class D Common Shares") with CUSIP 71710E200 and the Class S common shares of beneficial interest, par value $0.001 per share (the "Class S Common Shares") with CUSIP 71710E101 of PGIM Private Credit Fund, a Delaware statutory trust (the "Issuer"). The Prudential Insurance Company of America has shared voting power and dispositive power with respect to 5,656,908.165 Class I Common Shares, 0 Class D Common Shares and 0 Class S Common Shares. The aggregate amount beneficially owned by The Prudential Insurance Company of America is 5,656,908.165 Class I Common Shares, 0 Class D Common Shares, and 0 Class S Common Shares representing 97.5 percent of Class I Common Shares, 0 percent of Class D Common Shares and 0 percent of Class S Common Shares. Cover pages are limited to one class of security. The cover pages of this Schedule 13D filing relate to the Class I Common Shares, and this comment shall serve as full disclosure of the beneficial ownership of all classes of securities of the Issuer.
SCHEDULE 13D
|
| CUSIP No. | 71710E309 |
| 1 |
Name of reporting person
Pruco Life Insurance Company | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
ARIZONA
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
5,656,908.17 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
97.5 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person:
This Schedule 13D relates to the following classes of securities: Class I common shares of beneficial interest, par value $0.001 per share (the "Class I Common Shares") with CUSIP No. 71710E309, Class D common shares of beneficial interest, par value $0.001 per share (the "Class D Common Shares") with CUSIP 71710E200 and the Class S common shares of beneficial interest, par value $0.001 per share (the "Class S Common Shares") with CUSIP 71710E101 of PGIM Private Credit Fund, a Delaware statutory trust (the "Issuer"). Pruco Life Insurance Company has shared voting power and dispositive power with respect to 5,656,908.165 Class I Common Shares, 0 Class D Common Shares and 0 Class S Common Shares. The aggregate amount beneficially owned by Pruco Life Insurance Company is 5,656,908.165 Class I Common Shares, 0 Class D Common Shares, and 0 Class S Common Shares representing 97.5 percent of Class I Common Shares, 0 percent of Class D Common Shares and 0 percent of Class S Common Shares. Cover pages are limited to one class of security. The cover pages of this Schedule 13D filing relate to the Class I Common Shares, and this comment shall serve as full disclosure of the beneficial ownership of all classes of securities of the Issuer.
SCHEDULE 13D
|
| CUSIP No. | 71710E309 |
| 1 |
Name of reporting person
Prudential Financial, Inc. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
NEW JERSEY
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
5,656,908.17 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
97.5 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person:
This Schedule 13D relates to the following classes of securities: Class I common shares of beneficial interest, par value $0.001 per share (the "Class I Common Shares") with CUSIP No. 71710E309, Class D common shares of beneficial interest, par value $0.001 per share (the "Class D Common Shares") with CUSIP 71710E200 and the Class S common shares of beneficial interest, par value $0.001 per share (the "Class S Common Shares") with CUSIP 71710E101 of PGIM Private Credit Fund, a Delaware statutory trust (the "Issuer"). Prudential Financial, Inc. has shared voting power and dispositive power with respect to 5,656,908.165 Class I Common Shares, 477.912 Class D Common Shares and 473.429 Class S Common Shares. The aggregate amount beneficially owned by Prudential Financial, Inc. is 5,656,908.165 Class I Common Shares, 477.912 Class D Common Shares, and 473.429 Class S Common Shares representing 97.5 percent of Class I Common Shares, 100 percent of Class D Common Shares and 100 percent of Class S Common Shares. Cover pages are limited to one class of security. The cover pages of this Schedule 13D filing relate to the Class I Common Shares, and this comment shall serve as full disclosure of the beneficial ownership of all classes of securities of the Issuer.
SCHEDULE 13D
|
| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Class I common shares of beneficial interest, par value $0.001 | |
| (b) | Name of Issuer:
PGIM Private Credit Fund | |
| (c) | Address of Issuer's Principal Executive Offices:
655 BROAD ST, NEWARK,
NEW JERSEY
, 07102. | |
Item 1 Comment:
This amendment No. 3 ("Amendment No. 3") amends the statement on Schedule 13D filed with the Securities and Exchange Commission on July 19, 2023, as amended by Amendment No. 1 filed with the Securities and Exchange Commission on March 18, 2024, as amended by Amendment No. 2 filed with the Securities and Exchange Commission on December 27, 2024 (as amended the "Schedule 13D") related to the Class I common shares of beneficial interest, par value $0.001 per share (the "Class I Common Shares"), the Class D common shares of beneficial interest, par value $0.001 per share (the "Class D Common Shares") and the Class S common shares of beneficial interest, par value $0.001 per share (the "Class S Common Shares" and together with the Class I Common Shares and the Class D Common Shares the "Common Shares") of PGIM Private Credit Fund, a Delaware statutory trust (the "Issuer").
The Items herein amend the information disclosed under the corresponding Items of the Schedule 13D as described herein. Except as specifically provided herein, this Amendment No. 3 does not modify any of the information previously reported in the Schedule 13D. Capitalized terms used but not defined in this Amendment No. 3 shall have the same meanings ascribed to them in the Schedule 13D. | ||
| Item 3. | Source and Amount of Funds or Other Consideration | |
Item 3 of the Schedule 13D is hereby amended and supplemented by the following:
As of the date hereof, PGIM Strategic Investments, Inc. directly holds 473.429 Class S Common Shares and 477.912 Class D Common Shares, and Pruco Life Insurance Company directly holds 5,656,908.165 Class I Common Shares.
The Prudential Insurance Company of America may be deemed the beneficial owner of the Common Shares beneficially held by Pruco Life Insurance Company. Prudential Financial Inc. may be deemed the beneficial owner of the Common Shares beneficially owned by PGIM Strategic Investments, Inc., The Prudential Insurance Company of America and Pruco Life Insurance Company.
On February 27, 2025, Pruco Life Insurance Company's subscription to purchase Class I Common Shares was accepted. On March 26, 2025, the number of Common Shares being purchased by Pruco Life Insurance Company was fixed when the purchase price per share was determined by the Issuer. The Issuer issued 721,732.157 Class I Common Shares to Pruco Life Insurance Company at a purchase price of $24.94 per share for an aggregate purchase price of $18 million which was paid for from Pruco Life Insurance Company's invested capital.
PGIM Strategic Investments, Inc. and Pruco Life Insurance Company participate in the dividend reinvestment plan (the "DRIP") of the Issuer, through which holders of Common Shares may choose to have cash dividends or cash distributions automatically reinvested in Common Shares and, consequently, was issued additional Common Shares in lieu of receiving cash payments as set forth on Exhibit 9 hereto and incorporated herein by reference. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | Items 5 (a)-(c) of the Schedule 13D are hereby amended and restated as follows:
The information set forth in the cover pages of this Schedule 13D is hereby incorporated by reference into this Item 5.
PGIM Strategic Investments, Inc. directly holds an aggregate of 477.912 Class D Common Shares and 473.429 Class S Common Shares representing 100% of the outstanding Class D and Class S Common Shares. PGIM Strategic Investments, Inc. is an indirect wholly owned subsidiary of Prudential Financial, Inc. and as such, Prudential Financial, Inc. may be deemed the beneficial owner of the securities reported herein directly held by PGIM Strategic Investments, Inc.
As of the date hereof, Pruco Life Insurance Company directly holds 5,656,908.165 Class I Common Shares representing 97.5% of the outstanding Class I Common Shares. Pruco Life Insurance Company is a wholly owned subsidiary of The Prudential Insurance Company of America, which in turn is a wholly owned subsidiary of Prudential Financial, Inc. and as such, Prudential Financial, Inc. and The Prudential Insurance Company of America may be deemed the beneficial owner of the securities reported herein directly held by Pruco Life Insurance Company. The filing of this Schedule 13D shall not be construed as an admission that Prudential Financial, Inc. is the beneficial owner of any securities covered by this Schedule 13D.
The filing of this Schedule 13D shall not be construed as an admission that Prudential Financial, Inc. or The Prudential Insurance Company of America are the beneficial owners of any securities covered by this Schedule 13D. | |
| (b) | See Item (a) above. | |
| (c) | Except as otherwise set forth in this Schedule 13D, none of the Reporting Persons or, to the best knowledge of such persons, the persons named in Annex A, has effected any transactions in the Common Shares during the past 60 days. | |
| Item 7. | Material to be Filed as Exhibits. | |
Item 7 of the Schedule 13D is hereby amended and supplemented by adding the following exhibit:
Exhibit 9 Item 3 disclosure: DRIP Issuances | ||
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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