PGIM PRIVATE CREDIT FUNDPGIMPRIVATECREDITFUND

Disclosures:

All statistics based on the aggregate fair value of the investment portfolio unless otherwise noted.

1 - Percentage based on aggregate fair value of the investment portfolio, excluding cash/equivalents.

2 - Weighted-average EBITDA based on directly originated debt investments. Calculated with respect to all private investments, including investments for which fair value is determined by the Investment Adviser (in its capacity as the investment manager of PGIM Private Capital “PPC”, with assistance, at least quarterly, from a third-party valuation firm, and overseen by the PGIM Private Credit Board of Trustees) and, in the case of weighted average EBITDA only, excludes investments where net debt to EBITDA may not be the appropriate measure of credit risk. Figures are derived from the most recent financial statements from portfolio companies. Loan to value is calculated as net debt through investment layer divided by enterprise value or value of underlying collateral of the portfolio company.

3 - Weighted-average EBITDA at issue based on directly originated debt investments. Calculated with respect to all private investments, including investments for which fair value at issue is determined by the Investment Adviser and, in the case of weighted average EBITDA only, excludes investments where net debt to EBITDA may not be the appropriate measure of credit risk. Figures are derived from the most recent financial statement from portfolio companies at issue. Loan to value is calculated as net debt through investment layer divided by enterprise value or value of underlying collateral of the portfolio company.

4 - Fund leverage ratio calculated as total debt divided by total net assets.

5 - Loan-to-Value Ratio includes all private debt investments for which fair value is determined by the Board in conjunction with a third-party valuation firm and excludes quoted assets and may reflect a normalized or adjusted amount. Average loan-to-value represents the net ratio of loan-to-value for each portfolio company, weighted based on the fair value of total applicable PGIM Private Credit Fund private debt investments. Loan-to-value is calculated as the current total net senior debt divided by the estimated enterprise value of the portfolio company as of the most recent quarter end.

Investing in the PGIM Private Credit Fund involves certain risks and may not be able to achieve its intended results for a variety of reasons, including, among others, the possibility that the Fund may not be able to successfully implement its investment strategy because of market, economic, regulatory, geopolitical and other conditions.

The Fund’s risks include, but are not limited to, some or all of the risks discussed below: 

• The Fund is a non-diversified, closed-end management investment company has elected to be regulated as a BDC with no operating history. As a result, prospective investors have no track record or history on which to base their investment decision.
• The Fund is subject to the business risks and uncertainties associated with recently formed businesses, including the risk that the Fund will not achieve its investment objectives and the value of a shareholder’s investment could decline substantially or become worthless.
• For further information on the Fund’s risks, please refer to the Fund’s Prospectus and Statement of Additional Information.
• The investments the Fund makes in accordance with its investment objectives may result in a higher amount of risk than alternative investment options and volatility or loss of principal.
• The Fund’s investments in portfolio companies may be highly speculative and aggressive and, therefore, an investment in its shares may not be suitable for someone with lower risk tolerance.
• There is no guarantee that the Fund’s investment objectives will be achieved or that dividends or distributions will be paid.

The Fund invests in debt instruments, which may be unsecured and structurally or contractually subordinated to substantial amounts of senior indebtedness, all or a significant portion of which may be secured; "covenant-lite” obligations which may carry more risk than a covenant-heavy loan made by the same borrower, as it does not require the borrower to provide affirmation that certain specific financial tests have been satisfied on a routine basis as is required under a covenant-heavy loan agreement; below investment grade securities, which have predominantly speculative characteristics with respect to the issuer’s capacity to pay interest and repay principal; original issue discount or payment-in-kind (“PIK”) instruments may be exposed to risks associated with the requirement to include such non-cash income in taxable and accounting income prior to receipt of cash; non-performing debt, which are debt instruments that the Fund may invest that may be or become nonperforming and possibly in default; distressed/defaulted securities, which are securities of companies that subsequently become involved in bankruptcy proceedings, reorganizations or financial restructurings, and that may face pending covenant violations or significant debt maturities; and non-U.S. investments, which may include investments denominated in U.S. dollars or in non-U.S. currencies and may involve a broad range of economic, non-U.S. currency and exchange rate, political, legal, tax and financial risks not typically associated with investments in U.S. companies.

Loans that the Fund may invest in include loans that are first lien, second lien, third lien or that are unsecured. In addition, the loans the Fund will invest in will usually be rated below investment grade or may also be unrated. Loans are subject to credit risk, liquidity risk, below investment grade instruments risk and management risk. The Fund may invest in derivative instruments, such as foreign currency forward contracts, options contracts, futures contracts, options on futures contracts, indexed securities, credit linked notes, credit default swaps and other swap agreements for hedging, investment, risk management, or leverage purposes, or to manage exchange rates or the duration of the Fund’s portfolio. Derivative transactions may subject the Fund to increased risk of principal loss due to imperfect correlation between the values of the derivatives and the underlying securities or unexpected price or interest rate movements. Th Fund’s subadvisor will originate loans on behalf of the Fund. Loan origination involves a number of particular risks that may not exist in the case of secondary debt purchases. There can be no assurance that the subadviser and the Fund will correctly evaluate the value of the assets collateralizing these loans or the prospects for successful repayment or a successful reorganization or similar action. Loans to private companies involve risks that may not exist in the case of more established and/or publicly traded companies.

The Fund is subject to interest rate risk, in which general interest rate fluctuations may have a substantial negative impact on the Fund’s investments and investment opportunities and, accordingly, may have a material adverse effect on the Fund’s ability to achieve its investment objective and the rate of return on invested capital; prepayment risk that the investments it makes may be repaid prior to maturity; and liquidity risk in which the Fund’s shares constitute illiquid investments for which there is not, and will likely not be, a secondary market at any time prior to a public offering and listing of our shares on a national securities exchange. There can be no guarantee that we will conduct a public offering and list our shares on a national securities exchange. Investment in the Fund is suitable only for sophisticated investors and requires the financial ability and willingness to accept the high risks and lack of liquidity inherent in an investment in the Fund. Except in limited circumstances for legal or regulatory purposes, shareholders are not entitled to redeem their shares.

Shareholders must be prepared to bear the economic risk of an investment in our shares for an extended period of time. The use of borrowings, also known as leverage, increases the volatility of investments by magnifying the potential for loss on invested equity capital. If the Fund uses leverage to partially finance its investments, through borrowing from banks and other lenders, investors will experience increased risks of investing in the Fund’s shares. The Fund may be required to obtain various state licenses in order to, among other things, originate commercial loans, and may be required to obtain similar licenses from other authorities, including outside of the United States, in the future in connection with one or more investments. There is no assurance that we will obtain all of the licenses that we need on a timely basis. Furthermore, we will be subject to various information and other requirements in order to obtain and maintain these licenses, and there is no assurance that we will satisfy those requirements. Our failure to obtain or maintain licenses might restrict investment options and have other adverse consequences.