Correspondence 0001104659-23-123675 from PGIM Credit Income Fund (CIK 0001989582)
PGIM Credit Income Fund (CIK 0001989582)
Date: Dec. 5, 2023 · CIK: 0001989582 · Accession: 0001104659-23-123675
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File numbers found in text: 333-274044, 811-23894
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CORRESP
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filename1.htm
Simpson
Thacher & Bartlett llp
900
g street, nw
washington,
d.c. 20001
telephone:
+1-202-636-5500
facsimile:
+1-202-636-5502
Direct
Dial Number
(202)
636-5806
E-mail
Address
ryan.brizek@stblaw.com
December 5, 2023
Via EDGAR
Securities and Exchange Commission
Division of Investment Management
100 F Street, N.E.
Washington, D.C. 20549
Attn: Jaea Hahn, Senior Counsel
Re: PGIM Credit Income Fund
Draft Registration Statement on Form N-2
Filing Nos.: 333-274044 and 811-23894
Ladies and Gentlemen:
On behalf of PGIM Credit Income
Fund (the “Fund”), we hereby file with the staff (the “Staff”) of the Division of Investment Management of the
Securities and Exchange Commission (the “Commission”) Pre-Effective Amendment No. 3 (“Amendment No. 3”) to the
Fund’s registration statement on Form N-2 (the “Registration Statement”). The Registration Statement includes revisions
in response to the Staff’s additional disclosure comments received by telephone on December 4, 2023. We have discussed the Staff’s
comments with representatives of the Fund.
For convenience of reference,
the Staff’s comments have been reproduced herein. The Fund’s responses to the Staff’s comments are set out immediately
under the restated comment. All capitalized terms used but not defined in this letter have the meanings given to them in Amendment No.
3.
General
Comment 1: Where a comment is
made regarding disclosure in one location, it is applicable to all similar disclosure appearing elsewhere in the Registration Statement.
Please make all conforming changes.
Response: Acknowledged.
PROSPECTUS
Cover Page
Comment 2: Please revise the
disclosure in the section entitled “Interval Fund/Repurchases” that states “[t]he Fund expects the first repurchase
offer to occur no later than two periodic intervals …” to clarify the meaning of two periodic intervals.
Response: The Fund revised the
disclosure to state that the first repurchase offer will occur no later than two calendar quarters after the effective date of the Fund’s
registration statement.
Prospectus Summary
Implementation
of Investment Strategies, pg. 5
Comment 3: Please include disclosure
on how the Fund defines “emerging market countries.”
Response: The Fund respectfully
notes that the term “emerging market countries” is defined in the “Investment Objectives and Strategies – Emerging
Markets Investment” section of the Prospectus.
Comment 4: We note that the
principal investment strategies section states that “[t]he Fund may invest…” when describing principal investment strategies
of the Fund. Please update the disclosure to read “[t]he Fund intends to invest” (emphasis added).
Response: The Fund revised the
disclosure in response to the Staff’s comment.
Comment 5: Please revise the
fifth paragraph of the section to eliminate discussion of instances where the Fund is not investing in public stock.
Response: The Fund revised the
disclosure in response to the Staff’s comment.
Comment 6: Please revise the
sixth paragraph to clarify whether the Fund intends to originate loans directly or to invest in loans originated by others, or both.
Response: The Fund revised
the referenced paragraph to clarify that the Fund intends to originate loans and invest both in loans held and/or originated by
private financial institutions or PGIM.
Summary of
Risks, pgs. 12-15
Comment 7: Please revise “Repurchase
Offers Risk” to replace the reference to “cash items” held by the Fund with “cash equivalents.”
Response: The Fund revised the
disclosure in response to the Staff’s comment.
Comment 8: Please revise “Loan
Origination Risk” to include risks associated with the Fund originating loans.
Response: The Fund revised the
disclosure in response to the Staff’s comment.
Comment 9: Please reorder the
risk factors under “Fixed Income Instruments Risk” so that “Below Investment Grade (High Yield or Junk Bond) Instruments
Risk” precedes “Distressed and Defaulted Obligations Risk.”
Response: The Fund revised the
disclosure in response to the Staff’s comment.
* * * * *
Please call me (202-636-5806) or Jacqueline
Edwards (212-455-3728) with any questions you may have regarding this filing or if you wish to discuss the above responses.
Respectfully submitted,
/s/ Ryan P. Brizek
cc: Andrea Ottomanelli Magovern, Securities and Exchange Commission
Asen Parachkevov, Securities and Exchange
Commission
George Hoyt, Esq.
Devan Goolsby, Esq.
Benjamin C. Wells, Esq.
Jacqueline Edwards, Esq.
Stephanie Chaung, Esq.
Jessica Shieh, Esq.
Ariana Bagherian, Esq.