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Cox Capital Partners Tender Offers: Every Bid in SEC Filings, 12% to 42% Below NAV

By Jorge··13 min read
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Quick Answer

Cox Capital Partners, a Philadelphia firm, buys shares of non-traded BDCs, REITs and interval funds from holders who want to sell, at a discount to the value the fund itself publishes. In the 13 months to October 3, 2026 its bids, or notices of planned bids, reached SEC filings at eight funds. The discounts, measured against each fund's own NAV, ran from 12.5% (Blackstone Private Credit Fund, $20.65 against $23.60, September 2026) to about 42% (FS Specialty Lending Fund, $11.50 against $19.82, September 2025). Two of the bids, for Starwood's SREIT and Blue Owl Capital Corporation II, were registered tender offers made with Saba Capital; the rest were offers for well under 5% of a fund, which do not have to be filed with the SEC and surface only when the fund's board answers them in an 8-K. Every board that took a position recommended rejecting the offer. The argument they repeat: Cox buys at a discount and can then sell the same shares back to the fund at NAV through its quarterly repurchase program.

Key Takeaways

  • Ten bids or bid notices in filings: FS Specialty Lending (Sep 2025), three pre-commencement notices with Saba for Blue Owl BDCs (Feb 2026), SREIT and Blue Owl Capital Corp II with Saba (Mar 2026), HPS Corporate Lending (Jul 2026), Ares Strategic Income Fund (Jul and Oct 2026) and Blackstone Private Credit Fund (Sep 2026).
  • The discounts have narrowed over the year: about 42% at FS Specialty Lending (September 2025); 24.4% at SREIT and 34.93% at OBDC II on the bidders' own measure (March 2026); about 25% at HLEND and 15% at ASIF (July 2026); 12.5% at BCRED and 13.4% at ASIF (September-October 2026), two funds whose own tenders were prorated.
  • The recent bids are small. HLEND up to 550,000 shares ($10.1 million at the offer price), ASIF up to 450,000 and then 431,965 shares (about $10 million each time), BCRED up to $20 million. The registered SREIT offer was for up to about $288 million (our arithmetic).
  • Neither registered offer filled. Both final amendments say 'The Offer was not oversubscribed.' At ASIF, the fund says no Class I holder took the July bid.
  • Cox raised a dedicated vehicle for this. Cox Capital Retail Secondaries Fund I, LP filed a Form D on July 23, 2026: first sale July 10, $150 million offered, $31.1 million sold to six investors, $1 million minimum. It is the bidder named in the HLEND and BCRED offers.
  • Its website lists 54 funds it says it is actively buying (22 BDCs, 10 REITs, 22 interval funds) and says the list is not complete.

CSV · 11 rows

Cox Capital Partners: every bid for non-traded fund shares found in SEC filings, 2025-2026

Eleven rows from Schedule TO-C, TO-T and 14D-9 filings and fund 8-Ks: the bidder entities, price, shares or dollars sought, the fund's own NAV and date, the discount and who calculated it, expiration, board position and result, with one accession number per row.

Who Cox Capital Partners is, from its own filings

The filings name the people and entities. Cox Capital General Partner, LLC is the general partner; John Cox signs the tender documents, as managing member of the general partner and as chief investment officer of Cox Capital Partners Special Situations Fund, L.P., the buyer in the SREIT and Blue Owl offers. The address on every filing is 1333 Race Street, Philadelphia. In July 2026 a second buyer appeared: Cox Capital Retail Secondaries Fund I, LP, a Delaware partnership whose Form D reports a first sale on July 10, 2026, $150 million offered, $31,108,000 sold to six investors, a $1,000,000 minimum investment and no sales commissions, under the Rule 506(b) private-placement exemption. That fund is the bidder named in the HPS and Blackstone offers.

The business, as its website describes it on October 3, 2026, is "direct liquidity for semi-liquid and illiquid nontraded funds." Its "Actively Purchasing" page lists 22 BDCs, 10 REITs and 22 interval funds, and adds that "The list above does not include all funds that Cox Capital is actively purchasing." The REITs on it include BREIT, SREIT, Ares Industrial, Ares Real Estate Income Trust, Brookfield REIT, Hines Global, KKR's KREST, RREEF Property Trust, FS Credit REIT and CIM Real Estate Finance Trust. A name on that list is not an offer: it means Cox says it will quote a price if asked.

How the fund makes money is spelled out in the bidders' own words, as quoted back by FS Specialty Lending's board in 2025: they apply "a discount with the intention of making a profit by holding on to the Shares until the Company is liquidated." The Blackstone and HPS boards describe the 2026 version: buy below NAV, then tender the shares into the fund's own quarterly program, which pays NAV.

Every bid that reached SEC filings

FundFiledOfferFund's own valueDiscountBoardResult
FS Specialty Lending FundSep 15, 2025 (8-K)$11.50, up to 3.6M shares (with GCM Grosvenor)$19.82 NAV (Jun 30, 2025)~42%RejectNot reported
Blue Owl Capital Corp II, Tech Income, Credit IncomeFeb 20, 2026 (SC TO-C)Planned, with SabaNot set"expected to be at a 20-35% discount"n/aOnly OBDC II followed
Starwood REIT (SREIT)Mar 5, 2026 (SC TO-T)$15.00 Class I / $14.30 Class S (with Saba)$19.85 / $20.02 NAV (Jan 31, 2026)24.4% / 28.6%Reject (unanimous)Expired Apr 25; not oversubscribed
Blue Owl Capital Corp IIMar 6, 2026 (SC TO-T)$3.80, up to 8M shares (with Saba)$5.84 implied, per bidders34.93% (bidders); over 30% to NAV (fund)Reject (unanimous)Expired Apr 24; not oversubscribed
Ares Strategic Income FundJul 21, 2026 (8-K)$22.95, up to 450,000 Class I$27.00 NAV (May 31, 2026)15%RejectNo Class I holder participated
HPS Corporate Lending FundJul 27, 2026 (8-K)$18.40, up to 550,000 Class I$24.53 NAV (May 31, 2026)~25%Reject (unanimous)Not reported
Blackstone Private Credit FundSep 30, 2026 (8-K)$20.65, up to $20M of Class I$23.60 NAV (Aug 31, 2026)12.5%Reject (unanimous)Open at filing
Ares Strategic Income FundOct 2, 2026 (8-K)$23.15, up to 431,965 Class I$26.74 NAV (Aug 31, 2026)13.4% (fund: ~13%)RejectOpen at filing

Discounts are the fund's or the bidders' own figures where they gave one; 28.6% for SREIT Class S and 13.4% for ASIF in October are our arithmetic. The table is a floor. Offers for less than 5% of a fund are not filed with the SEC, so a bid appears only if the fund chooses to answer it publicly, and the SEC warns that such offers "typically do not provide the same disclosure and procedural protections" as larger ones (SEC, Mini-Tender Offers: Tips for Investors). Cox's own offer documents for HLEND, ASIF and BCRED, with their expiration dates, are not on EDGAR.

The two Saba offers. In February 2026 Cox and Saba Capital filed notices that they intended to bid for three Blue Owl BDCs at "a 20-35% discount to the most recent estimated net asset value." Two offers followed: SREIT on March 5, for up to about 19.7 million shares, about $288 million at the offer prices (our arithmetic), and Blue Owl Capital Corporation II on March 6, for up to 8,000,000 shares at $3.80. For OBDC II the bidders measured their discount against $5.84, the fund's $8.19 reinvestment price less a cash return of up to $2.35 a share the fund had announced; a bank opinion attached to the fund's response says Saba was to provide "approximately 90-99% of the financing." Both offers expired in late April, and both final amendments say "The Offer was not oversubscribed," without the number of shares bought. No offer followed for Blue Owl Technology Income or Blue Owl Credit Income: neither fund's EDGAR record shows a Schedule TO-T through October 2, 2026.

What the boards say, and the one argument that matters

Every board response repeats the obvious (the price is below NAV, the bidder is not affiliated). The argument with numbers behind it is the one about the fund's own exit:

  • Blackstone (BCRED), September 30, 2026: holders "who sought liquidity in Q2 and Q3 will have received an estimated 75% of their requested capital at NAV (not the deeply discounted offer from Cox) within approximately 90 days." The footnote assumes a holder asked to sell 100% of their shares in both quarters. The board adds that if Cox buys at a discount and then tenders at NAV, "the economic benefit associated with that discount would accrue to Cox Capital and its investors." Our reading of BCRED's redemption record is separate.
  • HPS (HLEND), July 27, 2026: if the Cox fund buys and then uses HLEND's quarterly program, "it would be subject to the same liquidity parameters as all other HLEND shareholders," and the difference between the discount price and NAV "would fully accrue to investors in the Cox Capital Fund."
  • Ares (ASIF), October 2, 2026: the price is "approximately 13% below the August 31, 2026 NAV per Class I share," and none of its Class I holders took the July bid. What that means for an ASIF holder whose tenders pay 38%.

The counterpoint is also in the filings. A fund whose quarterly program is prorated cannot promise when a holder will get the rest out: BCRED bought 48.5% of what was asked in its second-quarter 2026 tender and ASIF 38.2% in September. Some charters push back on bidders directly. CIM Real Estate Finance Trust's 10-Q says its charter requires any tender offer, "including any “mini-tender” offer," to comply with most of Regulation 14D and to give the company ten business days' notice, and lets the company redeem shares bought in a non-compliant offer (10-Q for June 30, 2026). The "10-business day notice period" in the Cox and Saba filings for Blue Owl is the same kind of provision at work.

If a Cox letter arrives

This is analysis of public filings, not advice. The questions that decide whether a discount bid makes sense are about the holder, not about Cox:

  • How much of the position do you need in cash, and by when? A discount bid prices immediacy. If the fund's own tender pays NAV for part of a request each quarter, the cost of waiting is time; the cost of Cox is the discount, paid once on all the shares sold.
  • What has the fund's own program actually paid? Look at the last three final tender amendments (Schedule TO-I/A), not the marketing: how much was asked, how much was bought, at what price.
  • What does the offer document say about withdrawal, the deadline and price adjustments for distributions? For mini-tenders those terms are in Cox's papers only. The boards that responded all say holders may withdraw before expiration "in accordance with the offer documents."
  • Is the share class the one in the offer? The 2026 bids were for Class I shares; SREIT also had a Class S price.

FAQ

Filing alert · free

An email when Cox Capital Partners offers files with the SEC

When Cox Capital Partners offers files: what changed, the one number that matters, and the accession number to check it yourself.

Compiled from SEC EDGAR on October 3, 2026: Schedule TO-C, TO-T and TO-T/A filings by Cox and Saba entities; Schedule 14D-9 and Form 8-K responses by the funds; Cox Capital Retail Secondaries Fund I's Form D; and coxcp.com, read the same day. Discounts are the filer's figures unless marked as our arithmetic. This is analysis of public documents, not investment, legal or tax advice.

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