PGIM Strategic Investments Amends 13D Filing for PGIM Private Credit Fund

TL;DR

PGIM Strategic Investments filed an amendment to its 13D for PGIM Private Credit Fund. Ownership details changed.

AI Summary

PGIM Strategic Investments, Inc. filed an amendment (No. 1) to its Schedule 13D on March 18, 2024, concerning PGIM Private Credit Fund. This filing indicates a change in the beneficial ownership of Class I, Class D, and Class S common shares of beneficial interest. The filing is made by PGIM Strategic Investments, Inc., with Prudential Financial, Inc. and The Prudential Insurance Company of America listed as group members.

Why It Matters

This amendment signals a potential shift in control or investment strategy for PGIM Private Credit Fund, which could impact its future performance and investor relations.

Risk Assessment

Risk Level: medium — Amendments to Schedule 13D filings often indicate significant changes in beneficial ownership, which can lead to increased volatility or strategic shifts in the subject company.

Key Players & Entities

• PGIM Strategic Investments, Inc. (company) — Filing entity
• PGIM Private Credit Fund (company) — Subject company
• Prudential Financial, Inc. (company) — Group member
• The Prudential Insurance Company of America (company) — Group member and contact for Andrew French
• Andrew French (person) — Authorized to receive notices

FAQ

Key Financial Figures

• $0.001 — hares of beneficial interest, par value $0.001 Class D common shares of beneficial in

Filing Documents

• tm249072d2_sc13da.htm (SC 13D/A) — 139KB
• 0001104659-24-035551.txt ( ) — 141KB

of the Schedule 13D is hereby amended and restated as follows

Item 2 of the Schedule 13D is hereby amended and restated as follows: This Schedule 13D is being filed jointly on behalf of The Prudential Insurance Company of America, PGIM Strategic Investments, Inc. and Prudential Financial, Inc. (collectively, the “Reporting Persons”). The Reporting Persons have entered into a Joint Filing Agreement, a copy of which is attached hereto as Exhibit 1 . The address of the principal business office of PGIM Strategic Investments, Inc. is 655 Broad Street, Newark, New Jersey 07102. The address of the principal business of each of The Prudential Insurance Company of America and Prudential Financial, Inc. is 751 Broad Street, Newark, New Jersey 07102. Each of the Reporting Persons is organized under the laws of the State of New Jersey. PGIM Strategic Investments, Inc. is an indirect wholly owned subsidiary of Prudential Financial, Inc. The Prudential Insurance Company of America is a wholly owned subsidiary of Prudential Financial, Inc. The name, business address, present principal occupation or employment and citizenship of each director and executive officer of the Reporting Persons is set forth on Annex A hereto. During the last five years, none of the Reporting Persons or, to the knowledge of the Reporting Persons, any person identified in Annex A: (i) has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors); or (ii) was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. Item 3. Source and Amount of Funds or Other Consideration.

of the Schedule 13D is hereby amended and supplemented by the

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 (a) 0 Class I Common Shares, (b) 422.653 Class S Common Shares, and (c) 424.112 Class D Common Shares and The Prudential Insurance Company of America directly holds 4,360,784.45 Class I Common Shares. Prudential Financial Inc. may be deemed the beneficial owner of the Common Shares owned directly by PGIM Strategic Investments, Inc. and The Prudential Insurance Company of America. 5 On November 2, 2023, in connection with an internal restructuring of its investment, PGIM Strategic Investments, Inc. transferred 4,285,939.66 Class I Common Shares to The Prudential Insurance Company of America for no consideration. The Prudential Insurance Company of America participates 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 follows: Class of Shares Date of DRIP Reinvesment Amount Reinvested Price per Share Number of Shares Class I Common Shares 12/01/2023 $ 964,336.42 $ 27.18 35,479.633 Class I Common Shares 02/01/2024 $ 972,319.34 $ 24.70 39,365.155 PGIM Strategic Investments, Inc. participates in 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 follows: Class of Shares Date of DRIP Reinvesment Amount Reinvested Price per Share Number of Shares Class D Common Shares 01/02/2024 $ 973.47 $ 25.13 38.737 Class D Common Shares 02/01/2024 $ 92.91 $ 25.14 3.696 Class S Common Shares 01/02/2024 $ 943.02 $ 25.13 37.526 Class S Comm

of the Schedule 13D is hereby amended and supplemented

Item 4 of the Schedule 13D is hereby amended and supplemented by the following: The Reporting Persons hold the Common Shares for investment purposes. Depending on market conditions and other factors (including evaluation of the Issuer’s businesses and prospects, availability of funds, alternative uses of funds and general economic conditions), the Reporting Persons may from time to time acquire additional securities of the Issuer or dispose of all or a portion of their investment in the Issuer. This Schedule 13D filing is occasioned by The Prudential Insurance Company of America’s beneficial ownership of more than 5% of the presently outstanding Common Shares of the Issuer as a result of the investments and transactions described herein. The Prudential Insurance Company of America’s ownership as a percentage of the outstanding Common Shares may be deemed to have the resulting effect of changing or influencing the control of the Issuer, notwithstanding that the Common Shares of the Issuer reported herein were acquired in the ordinary course of its business and were not acquired for the purpose of changing or influencing the control of the Issuer. When permitted by applicable law, the Reporting Persons may dispose of some or all of their Common Shares, from time to time, by tendering such Common Shares for repurchase by the Issuer, depending on price, market liquidity, developments affecting the Issuer, the Issuer’s business and prospects, other investment and business opportunities available to the Reporting Persons, general stock market and economic conditions, tax considerations and other factors deemed relevant. 6 PGIM Investments LLC (the “Manager”) serves as investment manager to the Issuer and is responsible for, among other things, overseeing the management of the Issuer’s operations, subject to oversight by the Issuer’s Board of Trustees. The Manager has engaged PGIM, Inc. (the “Subadviser”) as

of the Schedule 13D is hereby amended and restated as follows

Item 5 of the Schedule 13D is 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. (a) and (b) PGIM Strategic Investments, Inc. directly holds an aggregate of 424.112 Class D Common Shares and 422.653 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. 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 Prudential Insurance Company of America directly holds 4,360,784.45 Class I Common Shares representing 100% of the outstanding Class I Common Shares. The Prudential Insurance Company of America. is a wholly owned subsidiary of Prudential Financial, Inc. and as such, Prudential Financial, Inc. may be deemed the beneficial is the beneficial owner of any securities covered by this Schedule 13D. (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. (d) To the best knowledge of the Reporting Persons, no one other than the Reporting Persons, or the partners, members, affiliates or shareholders of the Reporting Persons has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the securities of the Issuer reported as beneficially owned by the Reporting Persons herein. (e) Not applicable. 7 Item 7. Material to be Fi

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