BlackRock Private Credit Fund (BDEBT) Tender Offers: Requests Climbed From Zero to 5.3%, and $29.6M of Adviser Support Sits Behind the Payout

Which BlackRock fund this is

Several private credit vehicles now sit under the BlackRock name, so a search for “BlackRock private credit fund” can land on the wrong one. This page is about BlackRock Private Credit Fund, the fund that calls itself BDEBT, advised by BlackRock Capital Investment Advisors, LLC, 50 Hudson Yards, New York. It sells Institutional (the “Class I” of the sponsor's letters), Class S and Class D shares at NAV, and at June 30, 2026 held $2,514.7 million of investments in 295 portfolio companies, 100.0% in senior secured loans (10-Q, accession 0001193125-26-338073). Of the $1,638.2 million of net assets, Institutional shares were $1,518.4 million (64,631,246 shares), Class S $117.4 million and Class D $2.3 million. It shares officers with BlackRock Direct Lending Corp. and BlackRock TCP Capital Corp. It is not HPS Corporate Lending Fund (HLEND), a separate BDC whose adviser, HPS, BlackRock bought on July 1, 2025 (8-K, accession 0001133228-25-006943). BDEBT is its own registrant with its own filings and its own tender results.

Fourteen offers, and a request line that left the floor only in 2025

Each row is the final amendment the fund files to its Schedule TO-I, which reports shares tendered, shares accepted, price and cash paid. The fund prices every offer at NAV on the last day of the quarter and pays with a non-interest-bearing promissory note, settled about a month later. Shares held under a year are repurchased at 98% of NAV (10-Q, Note 8).

The percentages are our arithmetic: shares tendered divided by the shares outstanding stated in each Schedule TO (for the February 2024 offer, the 9,608,484 at December 31, 2023 in the 10-K). In 2024 the fund was small and holders barely asked: the largest request in any 2024 offer was 112,300 shares. Then the fund grew from 26.3 million shares (December 2024) to 65.9 million (December 2025), and the request line kept pace. The step that matters is November 2025 to February 2026: requests went from 1,215,939 to 2,957,174 shares, 2.4 times (our arithmetic), in one quarter. In June it was 5.25% against a 5% offer.

BDEBT's worst quarter so far still paid 95 cents on the dollar, and the preliminary September number is under the limit. The direction is what to watch: request size rose in each of the last five offers (our arithmetic). The private credit redemptions tracker lays out how other funds' queues compare.

The one proration: 95.2% of 3.70 million shares

The Schedule TO-I/A filed August 4, 2026 reports that 3,701,881 shares were validly tendered and not withdrawn by June 8, and that the fund “accepted for purchase 3,522,433 Shares on a pro rata basis based on the number of tendered Shares, representing 5% of the Shares of the Fund outstanding as of March 31, 2026.” Price $23.49, the June 30 NAV; cash $82,721,401, paid on or about July 30. The unaccepted shares were 179,448, about $4.2 million at $23.49 (our arithmetic).

Two things in the filings are worth knowing before you tender. Unaccepted shares do not roll forward. The offer to purchase says the unaccepted portion of a tender “shall not be automatically carried forward or given priority in connection with any future tender offer,” and a holder who wants the rest repurchased has to tender again. And the fund treats 5% as a framework, not a floor: its letter of June 12 says it would “fulfill requests for 5% of shares outstanding as of March 31, 2026 (approximately $83 million),” and the 10-Q's repurchase policy adds that the fund does not intend to make an offer in any quarter in which its liquid assets plus available and undrawn leverage are below 25% of net assets. The letter put estimated liquidity at about $1.4 billion on April 30, roughly 85% of June 30 net assets (our arithmetic), so that test was not close.

The Offer to Purchase is also where the 2% charge lives: for the offer that expired September 4, all shares issued after October 1, 2025 and tendered are repurchased at 98% of NAV.

Four things the fund filed twice

Read the last amendment, not the first. In this series the fund has corrected results three times, and once reported a preliminary number that moved:

• May 2024 offer. The first final amendment (June 26, 2024) said no shares were tendered. The corrected one (August 5, 2024) says 11,023.25 shares were tendered and accepted at $24.84, $273,817.53.
• February 2025 offer. Three result filings in two weeks: 100,693.86 shares on April 24, 100,827.29 on May 1 and 139,189.27 on May 6, 2025, the last one matching the 10-Q repurchase table.
• February 2026 offer. The 8-K of March 6, 2026 estimated 2,957,040 shares (4.486% of December 31 shares); the final amendment says 2,957,173.65.
• Denominators. The 10-Q's repurchase table gives 4.2% for that offer, which is what 2,957,174 shares is of the 70.4 million outstanding at March 31 (our arithmetic); the fund's March 8-K divided by December 31 shares and got 4.486%. We use the December 31 base, the one the offer's 5% limit is set on.

Money in, money out

For a fund that pays the exit out of new money, the flow is the number to watch. The 8-Ks the fund files each month list its unregistered sales of Institutional shares to feeder vehicles, the structures that hold the fund for non-U.S. investors. That is only part of its subscriptions, but it is the part published monthly:

The total across all share classes is in the statements of changes in net assets. In 2025 the fund sold $933.0 million of shares for cash and paid out $24.5 million in repurchases (10-K cash flow statement). In January-March 2026 it issued $122.4 million of shares for cash and paid $29.1 million for repurchases; in April-June, $38.7 million against $69.5 million (our sums). Add the $14.1 million of reinvested distributions and April-June share transactions took $16.8 million out of the fund (our arithmetic). The repurchase that settled in July, $82.7 million, was larger again; the SC TO-I of August 10 says that in the previous sixty days the fund issued about 1,379,213 shares for $32,469,371.58, DRIP included.

The 10-Q's subsequent-events note adds that on July 1 the fund accepted $18.3 million of subscriptions. BlackRock Financial Management, Inc. holds 6,146,751 shares, 8.815% of the fund (4,516,590 shares, 57.9%, in October 2023), worth about $144 million at the June 30 NAV (our arithmetic); the SC TO-I says none of the listed insiders intends to tender.

What pays the distribution

Reported net investment income (NII) equals the distributions the fund paid in each of the last two quarters, to within $2. That is not an accident of earnings. It is after an expense-support arrangement:

On August 26, 2025 the fund and the adviser signed an Expense Support and Conditional Reimbursement Agreement, in the same 8-K that declared a monthly distribution of $0.1980 per share, down from $0.2300 the month before (a 13.9% cut, our arithmetic). Under it the adviser may pay expenses on the fund's behalf (never interest or shareholder-servicing fees), and the fund repays them, within three years, from months in which “Available Operating Funds” exceed the distributions declared, subject to tests on the distribution rate and the expense ratio. The 10-Q's Note 3 table shows $3,096,173 of expense payments for the quarter ended September 30, 2025, $7,682,911 for December, $10,208,957 for March and $8,586,633 for June: $29,574,674 in total, none yet reimbursed. In the 10-Q's financial highlights, support and waivers equal 2.63% of average net assets, annualized, for the first half of 2026.

The fund's fees are the usual BDC stack: a 1.25% base management fee on net assets, a 12.5% income incentive fee with a 5.0% hurdle on a trailing twelve-quarter total return, and servicing fees of 0.85% (Class S) and 0.25% (Class D) per the June letter. Gross distributions moved in steps: $0.2300 through July 2025, $0.1980 in August 2025, $0.1956 in January 2026, $0.1922 in March, $0.1931 in May, $0.1784 in June 2026 and $0.1783 in September, which is about 9.05% a year on the August 31 NAV of $23.64 (our arithmetic; the same figure was 11.1% on $0.2300 and the December 2024 NAV).

None of this says the distribution is unsafe. It says the number printed in the income statement is the adviser's support plus the portfolio's income, and the support has a repayment clause. The 10-Q shows one more input: $30.5 million of net unrealized losses in the first half of 2026, which is where NAV went.

NAV, leverage and credit

NAV per share peaked at $24.99 on September 30, 2023, the highest of the monthly figures in the fund's 8-Ks.

February 2026 is the visible step: NAV went from $23.90 to $23.53 in one month, minus 1.5% (our arithmetic), and first-quarter unrealized depreciation was $26.1 million. From December 2024 to August 2026 NAV fell 4.6%. Credit quality in the filings is clean: one portfolio company on non-accrual at June 30, 2026, 0.0% of the portfolio at fair value and 0.0% at cost, against two companies (0.1% at fair value, 0.3% at cost) at December 31. The June letter reports 99.9% first lien at April 30, a weighted average loan-to-value of 31% and interest coverage of 2.4x.

Leverage is moderate. Debt on the balance sheet was $977.7 million against $1,638.2 million of net assets, 0.60x (our arithmetic); the June letter quotes 0.5x. The principal is $654.3 million on four bank facilities and $325.1 million of senior notes, including $200 million priced in September 2025 at 5.78% (due 2028) and 6.14% (due 2030). The fund's weighted-average interest rate on debt was 5.60% in the first half of 2026 against 6.49% a year earlier (10-Q).

What changed in the last 60 days

• August 10: the Schedule TO-I for the September offer, up to 3,486,374 shares, priced at NAV on September 30.
• August 31 and September 2: Philip Tseng resigned as Trustee, Board Chair, CEO and Co-CIO; Jason Mehring, until then President, was appointed Chair and CEO and Dan Worrell became President (8-K filed September 4). The filing says the resignation “is not the result of any disagreement” with the company or BlackRock.
• September 11: the 8-K estimating 3,193,088 shares tendered, “approximately 4.58%.”
• September 18: pre-effective amendment no. 5 to a new Form N-2 (File No. 333-295475, first filed April 30, 2026) pushes its effectiveness to October 18, 2026. We read nothing into it beyond the date.
• September 25: the 8-K with the August 31 NAV of $23.64 and a $0.1783 gross distribution (record September 29, paid October 28), and a second 8-K in which COO Patrick Wolfe resigns effective December 18 and Mr. Worrell is appointed COO from that date.

The September result, with its final price, will be filed after the September 30 NAV is published, in the Schedule TO-I/A. On the fund's pattern (August 4 for the June offer, May 6 for the February one) that is likely around the launch of the next offer, late October to early November 2026.

What a holder can do with this

• If you tendered in June: you received 95.2% of your shares at $23.49 (98% of that for shares held under a year). The rest stayed invested; it did not carry over.
• If you tendered in September: the fund's estimate is under the 5% limit, so a full fill is likely unless late requests move the figure. The price is the September 30 NAV, which is not out yet.
• If you are deciding for December: the fill depends on everyone else's request. At 4.58% the queue is below the limit; it was 5.25% three months earlier, and new money is a fraction of its late-2025 pace.
• If you are weighing an addition: the monthly NAV is public (about $23.64 for all classes), but the distribution in the income statement includes adviser support that can be recouped.
• Watch these: the final September number, the December 31 NAV, the quarterly line for expense payments in the 10-Q (it was $7.7 million, $10.2 million and $8.6 million in the last three quarters), and any change in the 5% framework.

Compare with other funds in the same position in the redemptions tracker, and with the series for HLEND, GCRED and BCRED.

FAQ

All figures are from BlackRock Private Credit Fund's SEC filings read on EDGAR on October 6, 2026: thirteen Schedule TO-I/A result filings (June 2023 to August 2026) and the matching Schedule TO-I offers including the open offer of August 10, 2026 and its Offer to Purchase, the June 12, 2026 shareholder letter (Ex. 99.1 to the Form 8-K of that date), monthly Form 8-Ks from February 2023 to September 25, 2026, the Form 10-K for 2025 (accession 0001193125-26-085372) and the 10-Qs through June 30, 2026 (accession 0001193125-26-338073). Request percentages, proration percentages, coverage ratios, sums across share classes and the yield figures are our arithmetic. This is analysis of public documents, not investment, legal or tax advice.