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Correspondence 0001104659-23-073388 from Golub Capital Private Credit Fund (CIK 0001930087)

Golub Capital Private Credit Fund (CIK 0001930087)
Date: June 21, 2023 · CIK: 0001930087 · Accession: 0001104659-23-073388

AI Filing Summary & Sentiment

File numbers found in text: 333-272674

Date
June 21, 2023
Author
/s/ Nathan Briggs
Form
CORRESP
Company
Golub Capital Private Credit Fund (CIK 0001930087)

Letter

Via EDGAR Securities and Exchange Commission Division of Investment Management Attn: Bernard A. Nolan, Senior Counsel, and Tony Burak, Staff Accountant Re: Golub Capital Private Credit Fund Draft Registration Statement on Form N-2 CIK No. 0001930087

Dear Messrs. Nolan and Burak:

On behalf of Golub Capital Private Credit Fund (the “Fund”), we transmit for filing the Fund’s responses to comments received via telephone from the staff (the “Staff”) of the Securities and Exchange Commission (the “SEC”) on June 14, 2023 relating to the Fund’s letter responding to prior comments from the Staff, filed with the SEC on April 6, 2023 (the “April 6 Response Letter”), and Amendment No. 3 (“Amendment No. 3”) to the above-referenced draft Registration Statement on Form N-2 relating to the common shares of beneficial interest of the Fund, filed with the SEC on June 2, 2023. The Fund previously submitted the original draft registration statement to the SEC on November 18, 2022, and filed its initial registration statement on Form N-2 (333-272674) on June 15, 2023 (the “Registration Statement”). The below responses will be reflected, to the extent applicable, in one or more pre- or post-effective amendments to the Registration Statement.

Page references in the responses, if any, correspond to the pages of Amendment No. 3. All capitalized terms used but not defined in this letter have the meanings given to them in Amendment No. 3. The responses and information described below are based upon information provided to us by the Fund.

1. Regarding your response to Comment 2 in the April 6 Response Letter, please provide an update to such response as to whether the Seed Transaction is probable for purposes of Rule 6-11 under Regulation S-X.

Response: The Fund confirms that there have been no material updates to its response to Comment 2 in the April 6 Response Letter and continues to believe that it is reasonable to conclude that the Seed Transaction is not yet probable for purposes of Rule 6-11.

Securities and Exchange Commission June 21, 2023

2. Please confirm that, if the Seed Transaction becomes probable under Rule 6-11 after the Registration Statement is declared effective, the Fund will file a post-effective amendment to the Registration Statement that includes the financial statements required by such Rule.

Response: The Fund confirms that it will file a post-effective amendment to the Registration Statement that includes the financial statements required by Rule 6-11 if it determines the Seed Transaction is probable for the purposes of such Rule.

_________________

Please call me (202-636-5915) with any questions you may have regarding this filing or if you wish to discuss the above responses.

Very truly yours,
/s/ Nathan Briggs

Show Raw Text
CORRESP
1
filename1.htm

    Simpson
    Thacher & Bartlett LLP

    900
    G Street NW

    Washington,
    DC 20001

     ____________

    telephone:
                                            +1-202-636-5500

    facsimile:
    +1-202-636-5502

    Direct
                                            Dial Number

    202-636-5915

    E-mail
                                            Address

    Nathan.Briggs@stblaw.com

June 21, 2023

Via EDGAR

Securities and Exchange Commission

Division of Investment Management

100 F Street, N.E.

Washington, D.C. 20549

Attn: Bernard A. Nolan, Senior Counsel, and Tony Burak, Staff Accountant

 Re: Golub Capital Private Credit Fund

Draft Registration Statement on Form N-2

CIK No. 0001930087

Dear Messrs. Nolan and Burak:

On behalf of Golub Capital Private Credit Fund
(the “Fund”), we transmit for filing the Fund’s responses to comments received via telephone from the staff (the
 “Staff”) of the Securities and Exchange Commission (the “SEC”) on June 14, 2023 relating to the Fund’s letter
responding to prior comments from the Staff, filed with the SEC on April 6, 2023 (the “April 6 Response Letter”), and Amendment
No. 3 (“Amendment No. 3”) to the above-referenced draft Registration Statement on Form N-2 relating to the common shares of
beneficial interest of the Fund, filed with the SEC on June 2, 2023. The Fund previously submitted the original draft registration statement
to the SEC on November 18, 2022, and filed its initial registration statement on Form N-2 (333-272674) on June 15, 2023 (the “Registration
Statement”). The below responses will be reflected, to the extent applicable, in one or more pre- or post-effective amendments to
the Registration Statement.

Page references in the responses, if any, correspond
to the pages of Amendment No. 3. All capitalized terms used but not defined in this letter have the meanings given to them in Amendment
No. 3. The responses and information described below are based upon information provided to us by the Fund.

 1. Regarding your response to Comment 2 in the April 6 Response Letter, please provide an update to such response as to whether the
Seed Transaction is probable for purposes of Rule 6-11 under Regulation S-X.

Response: The Fund confirms that there have
been no material updates to its response to Comment 2 in the April 6 Response Letter and continues to believe that it is reasonable to
conclude that the Seed Transaction is not yet probable for purposes of Rule 6-11.

    Securities and Exchange Commission June 21, 2023

 2. Please confirm that, if the Seed Transaction becomes probable under Rule 6-11 after the Registration Statement is declared effective,
the Fund will file a post-effective amendment to the Registration Statement that includes the financial statements required by such Rule.

Response: The Fund confirms that it will file
a post-effective amendment to the Registration Statement that includes the financial statements required by Rule 6-11 if it determines
the Seed Transaction is probable for the purposes of such Rule.

_________________

Please call me (202-636-5915) with any questions
you may have regarding this filing or if you wish to discuss the above responses.

    Very truly yours,

    /s/ Nathan Briggs

    Nathan Briggs

    cc:

    Keith O’Connell, Branch Chief

    Michael J. Spratt, Assistant Director

    Disclosure Review and Accounting Office

    Joshua Levinson, Golub Capital Private Credit Fund

    Daniel Colaizzi, Golub Capital Private Credit Fund

    Rajib Chanda, Simpson Thacher & Bartlett LLP

    2