Crestline Lending Solutions: Four Tender Offers, None Used

Updated October 27, 2026: the fund reported on October 22 that its fourth straight tender offer drew no shares, and on October 23 it sold $25.0 million of new shares at $19.62 each (reported October 27). The Schedule TO-I/A of October 22 (accession 0001628280-26-066877) says the offer for up to $18,128,870 “expired at 11:59 p.m., Eastern Time, on October 20, 2026” and that “No Shares were validly tendered prior to the expiration of the Offer.” The Form 8-K filed October 27 (0001628280-26-067458) reports 1,273,970 shares sold on October 23 and a net asset value (NAV) of $19.62 at October 21. We found no Form 10-Q for September 30 on EDGAR yet.

What this fund is, and who can own it

Crestline Lending Solutions, LLC is a Delaware limited liability company that began as Crestline Lending Solutions Ramp, LLC, a private fund, and on September 2, 2025 elected to be regulated as a BDC. Its shares are sold in a private offering to accredited investors under Regulation D through capital commitments: investors promise a total amount and the fund “drawdown” notices call it in pieces, at least 10 days ahead, at the then-current NAV. It is not a retail fund with a prospectus, so most readers meet it through a wealth manager, a feeder vehicle or an institution. The 10-K and 10-Q do not say how many holders of record there are or what the minimum commitment is.

The four offers

An issuer tender offer is the way most private and non-traded BDCs give holders a way out: the fund offers, once a quarter, to buy a set amount of shares at NAV, and if more is tendered than offered it buys pro rata. Crestline’s four offers were sized at about 5% of net assets at the previous quarter-end and priced at NAV on the last day of the quarter in which the offer was open. Its September 18 offer says “The purpose of the Offer is to provide liquidity to Shareholders.”

The four sizes add to $69,407,409 (our arithmetic). The June and September sizes tie to net assets in the 10-Q: 5% of $340,883 thousand at March 31 is $17.04 million and 5% of $362,577 thousand at June 30 is $18.13 million (our arithmetic). Compare the tender results of the larger funds in our third-quarter 2026 BDC tender results and the BDC list, where Crestline appears as one row.

What the filings do not tell us is why nobody tendered. They do show three facts a reader can weigh:

• Few, large holders. Three holders own 51.7% of the shares (table below), and the directors and officers own none yet. A fund with an institutional register may simply have no one who wants out.
• Capital is still being called. Investors have committed money and the fund keeps drawing it. A holder who is still funding commitments is not usually the one tendering.
• Every tender has cost 2% so far. Each of the four Offers to Purchase says: “Due to the initial issuance of Shares and the timing of this Offer, any Shares tendered pursuant to the Offer will be subject to the early repurchase deduction.” The offers print rolling cut-off dates for the deduction (shares issued after January 1, 2025 in the December offer, after October 1, 2025 in September).

NAV, income and the dividend

NAV per share was $19.86 at December 31, 2025, $19.52 at March 31 and $19.47 at June 30, 2026. The capital-call filings show $19.62 on April 22, $19.63 on July 22 and $19.62 on October 21, so the NAV used to sell new shares was 10 cents above the March 31 NAV in April and 16 cents above the June 30 NAV in July (our arithmetic). The September 30 NAV, which was the price for the offer that just closed, will come with the third-quarter 10-Q.

Per share, the first half had $0.94 of net investment income, a $0.35 net realized and unrealized loss and $0.96 of dividends declared ($0.46 in March, $0.50 in June), and a total return on NAV of 2.89%, not annualized (10-Q). Dividends declared by the board were about $0.51 in December 2025, $0.46 in March, $0.50 in June and $0.52 on September 25, 2026 (8-Ks), the last to be paid on or about November 16. The $0.94 earned against $0.96 declared is 98% coverage over six months (our arithmetic). Annualizing the latest $0.52 over the $19.62 NAV gives 10.6% (our arithmetic; a fund-level payout rate, not a return to a holder).

Leverage and fees

The fund borrows through a special purpose vehicle credit facility with Deutsche Bank AG, New York Branch as agent, originally at SOFR plus 1.95%. At June 30 it had $242.5 million outstanding against $300 million of committed and uncommitted capacity, up from $143.95 million at December 31, 2025, and asset coverage of 248.9% against a legal minimum of 150%. Debt was 0.67 times net assets (our arithmetic). Two 8-Ks since then raised the committed amount, from $150 million to $350 million on July 29 and from $350 million to $550 million on September 18, 2026, with the maximum facility rising from $400 million to $600 million and three banks added.

A fund that adds borrowing capacity ahead of a capital call is preparing to buy more loans, not to return money. The 10-Q puts gross expenses at 6.75% of average net assets and net investment income at 9.59%, both annualized for the first half.

What a holder can do with this

• If you hold shares and want out: the filings show the queue is empty, so on the last four offers a request of any size up to the offer would have been paid in full (our arithmetic: no one else tendered, so there was nothing to prorate). The cost is the 2% deduction on shares inside 12 months, the price is the NAV of the quarter-end in which the offer is open, and you can withdraw until the expiration date. A tender is a request: the board “has sole discretion” and the fund “is not required to conduct tender offers.” The next offer, if the pattern of the last four holds, would be published around December 18, 2026.
• If you are pro-rated in the future: the offer says shares are bought pro rata and the unaccepted portion is not carried forward. If every holder tendered everything into a 5% offer, each would be paid 5% of the request, and leaving entirely would take 20 quarters, or five years (our arithmetic). The empty queue is the best case, and it depends on holders staying put.
• If you plan to stay: the numbers to read in the third-quarter 10-Q are NAV at September 30 (it prices the offer that just closed), whether net investment income covers the $0.52 dividend, and debt against the larger facility.
• If you are considering a commitment: you buy at NAV, in calls spread over time, with a 2% deduction if you sell inside a year, no market for the shares and a repurchase program the fund does not have to run. The filings are silent on the minimum commitment, so ask the placement agent for it in writing.
• Taxes are account-specific. The offer’s tax section covers sale-or-exchange treatment and withholding for non-U.S. holders; confirm yours with a tax professional, not this page.

FAQ

All figures are from SEC EDGAR filings of Crestline Lending Solutions, LLC (CIK 2035713) read on October 27, 2026: the Schedule TO-I of September 18, 2026 with its Offer to Purchase and the final Schedule TO-I/A of October 22, 2026 (accession 0001628280-26-066877); the Offers to Purchase of December 19, 2025, March 20 and June 22, 2026 and the final amendments of January 28, April 24 and July 23, 2026; the Form 10-K for 2025 (March 17, 2026); the Form 10-Q for June 30, 2026 (August 12, 2026); and Forms 8-K of January 5, April 1, April 29, June 30, July 30, September 23, September 28, October 8 and October 27, 2026. The last filing on this CIK was the Form 8-K and a Schedule 13G of October 27, 2026. Sums, ratios, coverage and the examples are our arithmetic. This is analysis of public documents, not investment, legal or tax advice.