UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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Item 1.01 Entry into a Material Definitive Agreement.
The information set forth in Item 2.03 of this Current Report on Form 8-K is incorporated by reference into this Item 1.01.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
On March 3, 2026, Brookfield Private Equity Fund LP (the “Fund”) entered into a credit agreement (the “Agreement”) as a guarantor. The other parties to the Agreement include BPEF US Aggregator (ON) LP, the entity through which the Fund invests all or substantially all of its assets, as borrower (the “Borrower”), Brookfield Private Equity TE Feeder Fund LP (the “Feeder”), as another guarantor, and BPEG Manager Holdings LP, as lender.
In connection with the entry into the Agreement by the lender thereunder, the lender also entered into a credit agreement with BPE (Aggregator) SCSp (the “Lux Borrower” and such agreement, the “Lux Agreement”). The Fund, the Feeder and the Borrower are not parties to the Lux Agreement.
Pursuant to the terms of the Agreement and the Lux Agreement, the lender under both the Agreement and the Lux Agreement agreed to provide loans under an unsecured revolving credit facility for an aggregate principal amount of up to $500 million, subject to customary conditions, provided that under the Agreement the Borrower maintains a loan to value ratio of not more than 50%.
Under the Agreement, borrowings will bear interest (computed on the basis of the actual number of days in the relevant Interest Period (as defined in the Agreement) over a year of 360 days), at Adjusted Term SOFR (as defined in the Agreement) plus 3.65%. The Agreement matures on March 3, 2028.
The Agreement contains customary representations and warranties, events of default, financial tests, and affirmative and negative covenants. The Fund as guarantor under the Agreement irrevocably and unconditionally guarantees due and punctual payment and performance to the lender under the Agreement and agrees to punctually pay or perform such obligations unconditionally upon demand. Under the Agreement, the Borrower will bear customary fees and expenses for a credit facility of this size and type.
The foregoing summary description of the Agreement does not purport to be complete and is qualified in its entirety by reference to the Agreement, a copy of which is included as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit Number |
Description | |
| 10.1 | Credit Agreement, dated as of March 3, 2026, by and among BPEF US Aggregator (ON) LP, as borrower, Brookfield Private Equity Fund LP and Brookfield Private Equity TE Feeder Fund LP, as guarantors and BPEG Manager Holdings LP, as lender. | |
| 104 | Cover Page Interactive Data File, formatted in Inline XBRL. |
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| Brookfield Private Equity Fund LP | ||
| Date: March 9, 2026 | By: | /s/ Craig Ruckman |
| Name: | Craig Ruckman | |
| Title: | Assistant Secretary | |