T. Rowe Price OHA’s OCREDIT Prices $400M Unsecured Notes, Extends Debt Maturities to 2031

T. Rowe Price OHA Select Private Credit Fund, known as OCREDIT, closed a $400 million offering of 6.5% unsecured notes due 2031, becoming the latest nontraded business development company to tap the institutional bond market for long-term, fixed-rate financing.

On July 2, the fund entered an indenture and a first supplemental indenture with U.S. Bank Trust Company, National Association, as trustee, governing the notes. The notes mature July 2, 2031, and pay interest semiannually beginning January 2027. They are general unsecured obligations of OCREDIT, ranking senior to any of its debt that is expressly subordinated, on par with its other unsecured debt, junior to its secured debt, and structurally junior to debt owed by its subsidiaries and financing vehicles.

The notes were sold to qualified institutional buyers under Rule 144A and to certain non-U.S. investors under Regulation S, rather than through a registered public offering. J.P. Morgan Securities, BNP Paribas Securities, SMBC Nikko Securities America, and Wells Fargo Securities served as initial purchasers. Under a companion registration rights agreement, the fund is obligated to later file a registration statement for an exchange offer – or, if it cannot, a shelf registration covering resale of the notes – and would owe additional interest to noteholders if it misses the specified deadlines.

Net proceeds were approximately $391.4 million after purchaser discounts and offering expenses. OCREDIT said it plans to use the proceeds to make new investments consistent with its strategy, to pay down borrowings under its existing financing agreements, and for general corporate purposes.

The deal adds OCREDIT to a growing list of nontraded BDCs turning to the unsecured notes market this year. Two days earlier, Apollo Debt Solutions BDC closed its own $750 million unsecured notes offering, priced at 6.35% and due 2033, as that fund managed the largest redemption demand in its history – a pressure OCREDIT does not cite as a factor behind its own deal.

OCREDIT launched with $1.5 billion of investible capital, funded through more than $600 million in equity commitments and $875 million in credit facility commitments – a capital structure weighted toward bank financing that this notes offering begins to diversify. AltsWire reported in May that the fund’s portfolio had reached $3 billion in fair value across 139 portfolio companies, alongside a routine tender offer described at the time as coming amid broader sector stress.

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