SecProbe.io

September 23, 2024
Brian Riley
Chief Financial Officer
Principal Credit Real Estate Income Trust
711 High Street
Des Moines, IA 50392
Re:Principal Credit Real Estate Income Trust
Registration Statement on Form 10-12G
Filed September 6, 2024
File No. 000-56670
Dear Brian Riley:
            We have reviewed your filing and have the following comments.
            Please respond to this letter within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe a
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this letter, we may have additional comments.
Amendment No.1 to Registration Statement on Form 10-12G filed September 6, 2024
Financing Arrangements, page 13
1.We note your response and revisions to prior comment 3. Please revise your discussion in
this section to further explain your match funding strategy, including your plan to match
interest rates and foreign currencies, as well as your strategy to match terms, as described
in your risk factors on pages 72 and 85 and other disclosures on pages 108 and 109.
Please also elaborate on circumstances in which you would choose not pursue a match-
funded strategy, as referenced on pages 85 and 108.
Item 1. Business
Investment Company Act Considerations, page 14
2.At page 8, the Company states: “[w]e may also seek to structure subordinate debt in the
form of preferred equity investments.” Please revise the discussion under Investment
Company Act Considerations  to state how the Company intends to classify such preferred
equity investments for purposes of adherence to Section 3(c)(5)(C) of the Investment
Company Act, and explain supplementally the basis for such classification.

September 23, 2024
Page 2
Anchor Investment and Repurchase Terms, page 24
3.We note your response to prior comment 5. Please revise here to clarify, consistent with
your supplemental response, that the Anchor Investors' right to request the repurchase of
shares exists pursuant to their contractual agreements with the Company and not the
Repurchase Plan, but that the aggregate number of shares the Company may repurchase
from the Anchor Investors is determined with reference to the amount of repurchases
from other shareholders pursuant to the Repurchase Plan. Please also clarify in the
prospectus whether Class A shares could be repurchased up to the amount equal to the 5%
cap if the Company, in its discretion, determines to repurchase fewer shares in any
calendar quarter than have been requested to be repurchased as described on page 25. For
example, address whether the Company can exercise its discretion to repurchase fewer
shares than have been requested in a given quarter and thereby increase the amount
available under the 5% cap to allow Anchor Investors to have a greater number of shares
repurchased than would have been the case absent the Company's exercise of such
discretion.
Item 1A. Risk Factors, page 57
4.We note the Company states that it may make investments through joint ventures.
Specifically, at page 90, the Company states:

“Generally, we expect the level of control we have with respect to any joint venture will
correspond to our economic interest in such joint venture. We will not participate in joint
ventures in which we do not have or share control to the extent that we believe such
participation would potentially threaten our status as a non-investment company exempt
from the Investment Company Act.”

Please discuss supplementally the structure of any such joint venture investments, the
nature of the co-participants in any such joint ventures, and the manner of the Company’s
participation in any such joint ventures. Please also discuss whether the Company’s
interests in such joint ventures are (or will be) investment securities in the hands of the
Company for purposes of Section 3(a)(2) of the Investment Company Act.
5.Please add a risk factor to disclose that Investment Company Act limitations may prevent
the company from making additional loans to existing borrowers or with respect to
particular properties in order to maintain its Section 3(c)(5)(C) exemption under the
Investment Company Act, which may exacerbate the company’s losses if borrowers are
undergoing financial distress or such properties require additional investment in order to
maintain economic viability.
NAV and NAV Per Share Calculation, page 134
6.We note your response to prior comment 10. Please revise the Registration Statement here
to describe how you will inform investors of a prior quarter's NAV in connection with
your share repurchase plan.
General
We acknowledge your response to prior comment 12. We note that the Company intends 7.

September 23, 2024
Page 3
to originate, acquire, finance, manage and dispose of a portfolio of primarily commercial
real estate ("CRE") debt investments, including senior mortgage loans, subordinated debt
and other similar investments. We also note that Principal Real Estate has prior
performance advising various "other principal accounts" of debt investments, that invested
in assets similar to those which the Company will acquire. In addition, information on
your website emphasizes the significant experience of Principal Real Estate as an investor
or advisor in the private debt market, and that it has operated a Private Debt Strategy
series for almost a decade. Because the Company is a blind pool with no operating
history, and Principal Real Estate appears to have significant experience with programs
that may have similar investment objectives, as you have disclosed in your filing, we
continue to believe that you should include prior performance disclosure for programs
with similar investment objectives.
8.We note disclosures that certain events are tied to Initial Retail Closing of your private
offering, including for example, the commencement of your operations and the sponsor's
advancement of operating expenses, among others. Please disclose the anticipated timing
of the Initial Retail Closing, as well as the anticipated timing of purchases by the Anchor
Investors and investors in Class E shares, to the extent practicable.
9.We note the Adviser is entitled to be paid a Performance Fee. Please revise the disclosure
to state that the payment of any Performance Fee will be consistent with the requirements
set forth in Rule 205-3 under the Investment Advisers Act of 1940, as amended, including
that the Company will be a “qualified client” as defined in Rule 205-3.
10.We note that the company states it may rely on Section 3(c)(6) of the Investment
Company Act and that the majority of its subsidiaries may rely upon Section 3(c)(5)(C) of
the Investment Company Act with reference to SEC staff no-action positions and other
guidance. Please confirm that, in relying on Sections 3(c)(6) and 3(c)(5)(C) of the
Investment Company Act, the company will comply with applicable conditions and
representations of the SEC staff no-action positions and Commission and SEC staff
interpretive guidance.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Please contact Babette Cooper at 202-551-3396 or Mark Rakip at 202-551-3573 if you
have questions regarding comments on the financial statements and related matters. Please
contact Pearlyne Paulemon at 202-551-8714 or Pam Long at 202-551-3765 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc:Daniel B. Honeycutt