Material Event Form 8 K

Item 8.01. Other Events.

On September 5, 2024, Golub Capital Private Credit Fund (the "Company"), GC Advisors LLC, and Golub Capital LLC, on the one hand, entered into a Purchase Agreement (the "Purchase Agreement") with representatives of the several initial purchasers named therein (the "Initial Purchasers"), on the other hand, which Purchase Agreement relates to the Company's sale of $500,000,000 aggregate principal amount of its 5.800% notes due 2029 (the "Notes") to the Initial Purchasers in a private placement in reliance on Section 4(a)(2) of the Securities Act of 1933, as amended (the "Securities Act"), and for initial resale by the Initial Purchasers to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act and non-U.S. persons outside the United States in compliance with Regulation S under the Securities Act. The Company is relying upon these exemptions from registration based in part on representations made by the Initial Purchasers. The Purchase Agreement also includes customary representations, warranties and covenants by the Company. Under the terms of the Purchase Agreement, the Company has agreed to indemnify the Initial Purchasers against certain liabilities under the Securities Act, or to contribute to payments the Initial Purchasers may be required to make in respect of those liabilities. The Notes have not been registered under the Securities Act and may not be offered or sold in the United States absent registration or an applicable exemption from registration.

The closing of the private placement is expected to occur on September 12, 2024, subject to customary closing conditions. The Company intends to use the net proceeds primarily to repay outstanding indebtedness.