Crescent Private Credit Income Corp: Tender Offers and NAV

What the fund is, and who it is sold to

Crescent Private Credit Income Corp is a Maryland corporation organized on November 10, 2022 that lends mainly to U.S. middle-market companies. It is a non-traded BDC, not an interval fund and not the listed Crescent Capital BDC (CCAP), a separate company that appears in our BDC stocks list and is an applicant alongside it in the October 13 filing. The adviser is Crescent Cap NT Advisors, LLC, a wholly owned subsidiary of Crescent Capital Group LP, and the 2025 10-K says Sun Life Financial Inc. acquired a majority interest in Crescent on January 5, 2021.

It began operations on May 5, 2023 at $25.00 a share. The first money came from the sponsor group's side: by January 30, 2024 the fund had issued about 4,033,334 Class I shares for about $101.5 million to Sun Life Assurance Company of Canada, BK Canada Holdings and Scotia Private Credit Pool. Since then it has added a public offering of up to $3.0 billion. As of September 25, 2026 the registered offering had sold 16,003,666 Class I shares for $429.7 million and 6,858 Class S shares for $0.2 million, and private placements had sold 6,543,033 Class I shares for $168.0 million: 22,553,557 shares and $597.9 million in all (Form 8-K).

The classes matter for who can get in. The prospectus (Form N-2, April 29, 2026) sets the minimum initial investment at $2,500 for Class S and Class D and $1,000,000 for Class I. Class S pays a 0.85% annual servicing fee and Class D 0.25%; Class I pays none. The SEC granted the fund its multi-class order on August 1, 2023 (Release No. 34981, File No. 812-15463). In practice almost all of the money is in Class I: on July 31, 2026 there were 21,020,533 Class I shares, 7,116 Class S shares and no Class D shares outstanding, so Class S was about 0.03% of shares (our arithmetic).

Every tender offer since launch

The fund filed its first Schedule TO-I on November 22, 2024. Each offer is for up to 5.0% of shares outstanding at the end of the previous month, at the NAV on the last day of the month in which the offer is filed. The result is in the final Schedule TO-I/A.

Three readings of the table. First, the first seven offers were a formality: 4,392,752 shares offered for in total and none tendered (our arithmetic). Second, the eighth is the first time anyone asked. The aggregate NAV of the tendered shares was $3,042,438.93 and the company paid $3,003,040.66, $39,398.27 less (1.3%, our arithmetic), consistent with the 2.00% deduction the fund applies to shares held under one year, which suggests some of the tendered shares had been held less than a year (our reading). Third, the request is small in absolute terms: 114,939 shares is 10.9% of the 1,051,383 offered for and about 0.55% of the 21,027,649 Class I and Class S shares outstanding at July 31, 2026 (our arithmetic). The filings do not say who tendered.

One oddity: the final amendments for the first four offers name the company “Crescent Private Income Corp.” in the opening paragraph, while the signature block says Crescent Private Credit Income Corp. We read it as a typo in the filing text.

How that compares with the large non-traded BDCs

The large funds are in the opposite position. In each case below the company bought about 5% of shares and requests were a multiple of that. The figures come from each fund's latest final TO-I/A we read; the offers expired between May and September 2026, so they are not the same quarter. See our pages on BCRED, Apollo Debt Solutions, HLEND and Ares Strategic Income, and the comparison of the largest funds.

For Ares the filing gives accepted shares and the 38.2% share of requests, not the offer size, so the ratio is 50,400,325 divided by 19,264,139. A quiet queue is not a sign of quality or the reverse. It reflects who owns the shares, which is the next section. It also means that a seller in this fund has so far met no competition for the 5%, a statement about the past that the filings cannot extend to a later quarter.

Who owns it: an anchor group, not a retail crowd

The 2026 proxy statement (record date March 18, 2026) lists three holders over 5%: Sun Life Financial, 5,874,723 shares, 30.7%; the BlueArc reporting persons, 3,228,924 shares, 16.8%; and a Bank of Nova Scotia group of asset managers, 1,074,718 shares, 5.6%. Together they hold 53.1% of the shares (our arithmetic). The ten officers and directors as a group report no shares. A later Schedule 13G/A filed August 14, 2026 puts BlueArc Capital Management at 3,661,261.87 Class I shares, 17.4%, as of June 30, 2026.

That ownership, and the $1,000,000 Class I minimum, are consistent with a quiet queue. The founding investors were the sponsor's parent and a Scotiabank vehicle; a fund whose biggest holders are affiliates or large institutions behaves differently from one sold through thousands of wirehouse accounts. It also means one decision by one holder could change a quarter's tender. The filings do not say whether any large holder tendered.

NAV per share, aggregate NAV and leverage

The fund files a Form 8-K each month with NAV per share, aggregate NAV, the fair value of its investments and principal debt. Selected month-ends:

NAV rose from $25.00 at the start to $27.20 in August 2025, then fell 3.5% to $26.26 and recovered 0.8% to $26.47 (our arithmetic). Net assets grew 18.7% in the first half of 2026, from $465.1 million to $552.2 million (our arithmetic), because the fund kept selling shares: $102.3 million of common stock in the half. At June 30, 2026 it had $944.7 million of investments, 59.7% unitranche first lien and 31.4% senior secured first lien, across 185 companies (246 at December 31, 2025), at a weighted average yield of 8.6%.

Leverage peaked at 0.99x in February 2026. The only borrowing is the JPM Funding Facility III: $650.0 million committed, $418.8 million drawn and $231.2 million undrawn at June 30, 2026, with a reinvestment period to October 17, 2028 and final maturity on October 17, 2030. The asset coverage ratio was 230% (210% at the end of 2025), against the 150% legal minimum. The weighted average interest rate on borrowings was 5.72% for the half.

Credit and what the first half cost

In the six months to June 30, 2026 the fund earned $40.8 million of investment income and $21.4 million of net investment income. Against that it recorded a net realized loss of $7.6 million (a loss of $0.6 million a year earlier) and a net change in unrealized value of negative $8.4 million on its investments (positive $4.9 million a year earlier). The net increase in net assets from operations was $7.4 million, against $12.2 million a year earlier. Total return on NAV for Class I was 1.26% for the half, not annualized (5.17% in the 2025 half).

At June 30, 2026 one portfolio company was on non-accrual, 0.9% of debt at cost and 0.5% at fair value; none was at December 31, 2025. The schedule of investments marks the revolver and term loan of Avalign Technologies as non-accrual: cost $7.8 million, fair value $4.6 million (our sums of $599 thousand plus $7,222 thousand, and $240 thousand plus $4,348 thousand). Paid-in-kind interest was $489 thousand, 1.2% of investment income (our arithmetic).

Distributions: what is declared and what covers it

Class I declares a regular monthly distribution and, in most months, a special one. The regular amount was $0.16 until January 2026 and $0.165 from February 2026. Specials were $0.07 a month from June to December 2024, $0.06 from January to October 2025, $0.04 for November 2025 to January 2026, none in February, $0.07 in March, $0.045 in June and $0.045 in September 2026.

The regular amount alone is $1.98 a year, 7.5% of the $26.47 NAV. The last 12 months of declarations including specials (October 2025 to September 2026) add to $2.30, 8.7% of NAV (our arithmetic). In 2025 specials were $0.68 of the $2.60 declared, 26.2% (our arithmetic). A reader comparing this yield with a listed BDC should note that part of it is labeled special.

Fees, waivers and what reaches the holder

The base management fee is 1.25% a year of net assets, charged since May 1, 2024. The income incentive fee has a 5.0% annualized hurdle, then a 100% catch-up to 5.714% and 12.5% above that; the capital-gains fee is 12.5% of cumulative realized gains. The adviser waived all incentive fees from inception through June 30, 2026: $2.753 million of income-based incentive fees in the first half of 2026, 12.9% of the $21.4 million of net investment income (our arithmetic, $2.753 million over $21.407 million). The 10-Q does not say whether the waiver continues after June 30; the third-quarter 10-Q, due about November 13, 2026, will show whether incentive fees appear. The adviser also had an expense support agreement: it paid $3.994 million of expenses in the first half of 2025 and was reimbursed $0.618 million in the second quarter of 2026.

The prospectus fee table (April 29, 2026) shows total annual expenses of 6.04% of net assets for Class S, 5.44% for Class D and 5.19% for Class I, with 3.25% of that interest on borrowings. Selling agents may add a placement fee capped at 3.5% on Class S and 1.5% on Class D. Shares held under a year carry the 2.00% early repurchase deduction.

What the October 13, 2026 Form 40-APP/A asks for

The filing is Amendment No. 3 to an application for an order under sections 17(d) and 57(i) of the Investment Company Act and rule 17d-1 (File No. 812-15879, dated October 9, 2026, accession 0001341004-26-000054). It asks for an order permitting “certain joint transactions otherwise prohibited by Sections 17(d) and 57(a)(4) of the 1940 Act and Rule 17d-1.” In plain words it is a co-investment order: it would let BDCs managed by Crescent buy the same loans as other Crescent funds, separate accounts and Sun Life entities, which the law otherwise bars without SEC permission because they are affiliates.

• It replaces an older order. The Order “would supersede the exemptive order issued by the Commission on March 29, 2016.” The 2025 10-K says the adviser has received a co-investment exemptive order and adds: “There can be no guarantee that the Co-Investment Exemptive Order will be further extended.”
• The history. The original Form 40-APP was filed August 19, 2025, followed by amendments dated April 7, August 3 and October 9, 2026.
• What changed in Amendment No. 3. The fourth named BDC is Remora Capital Corporation, organized in Maryland on October 1, 2024, which the application says invests through co-investment programs to buy loan assets on a secondary basis. In our text count Remora appears 35 times in Amendment No. 3 and not at all in the original or Amendments 1 and 2. The other named BDCs are Crescent Capital BDC, this fund and CCS IX Portfolio Holdings.
• What the fund says it gets. The April 2026 Form N-2: “We, along with our affiliates, have applied for an amended co-investment exemptive order (the “Amended Co-Investment Exemptive Order”) which, if granted, will provide us with more flexibility to engage in co-investment transactions.” It says the amended order would let the fund participate “if certain affiliates have a pre-existing investment in the issuer,” would reduce “the co-investment transactions that require board approval” and would expand the affiliates entitled to rely on it. It adds: “Although we expect to receive the Amended Co-Investment Exemptive Order, there can be no guarantee that the Amended Co-Investment Exemptive Order will be granted.”
• The protections in the conditions. Applicants agree the order carries conditions, among them that each participant acquires “the same class of securities, at the same time, for the same price,” and that transaction fees go to the participants pro rata. The application does not seek relief for transactions consistent with SEC staff no-action positions.

Our reading (not a legal view): the order matters to a holder because it decides how many deals a $590 million fund can join alongside much larger Crescent pools, and how many of those need its independent directors to approve them. The filing does not change a tender, a distribution or the NAV, and it is not an approval: the SEC has not granted it as of October 13, 2026. The application does not state a date by which the SEC will act.

What a holder or buyer can do with this

• If you hold Class I and want out: the fund history says the 5% window has been wide open: 100% of the one request was accepted. The next offer would be filed around late November 2026 if the pattern of the last eight holds (late February, May, August, November). The filings do not guarantee it, and the board may amend, suspend or terminate the program.
• If you hold Class S or D through a broker: you are in a very small group, 7,116 Class S shares in July 2026. Check the share class on your statement; the servicing fee comes out of your distribution (for example $0.01875 of the $0.165 gross on the September Class S distribution, leaving $0.19125 with the special).
• If you are weighing a purchase: the tender record is quiet because three holders own 53.1%. The items to look at are concentration, a NAV that fell 3.5% from its high, and distributions above income, not a queue.
• What to watch next: the October monthly 8-K (about October 28), the third-quarter 10-Q around November 13 (incentive fees after June 30, non-accruals, distribution coverage), the next Schedule TO-I, and any SEC notice on File No. 812-15879.
• Check taxes and fees on your own statement. The 2.00% early repurchase deduction and the character of special distributions depend on your account; this page does not model them.

FAQ

All figures are from SEC EDGAR filings read on October 13, 2026: eight Schedule TO-I offers and their TO-I/A results (November 2024 to September 30, 2026), monthly Forms 8-K (January 2024 to September 25, 2026, plus the August 14, 2026 Item 5.02 report), the Form 10-K for 2025, the Form 10-Q for June 30, 2026, the Form N-2 of April 29, 2026, the 2026 proxy statement, the Schedule 13G/A of August 14, 2026, the SEC order of August 1, 2023, the Form 40-APP of August 19, 2025 and its amendments of April 7, August 3 and October 13, 2026, and the final TO-I/A results of Blackstone Private Credit Fund, Apollo Debt Solutions BDC, HPS Corporate Lending Fund and Ares Strategic Income Fund. Totals, ratios, percentages, the Avalign sums and the ownership total are our arithmetic. This is analysis of public documents, not investment, legal or tax advice.