Jefferies Credit Partners BDC: Tenders, ADIA's 45% and 1.3x Debt

What this fund is, and who can buy it

Jefferies Credit Partners BDC (JCP) lends to private-equity-backed companies: at June 30, 2026 it held 109 portfolio companies, 99.9% of its debt portfolio in first-lien loans at fair value, at a weighted average yield of 9.0%. Its adviser, Jefferies Credit Management LLC, is an indirect subsidiary of Jefferies Finance, which the 10-K describes as a joint venture between Jefferies Financial Group Inc. and MassMutual.

It is not a retail product. The 10-K says the company sells common stock under Regulation D and Regulation S and that each purchaser must represent that it is either an “accredited investor” as defined in Rule 501 of Regulation D or, if outside the United States, not a U.S. person. Investors sign a subscription agreement and a capital commitment, and the company then calls the money. The 10-K counted 902 holders of record on March 10, 2026. A Class S share with a 0.85% annual servicing fee exists for the broker channel, but only 37,921 Class S shares were outstanding at August 31, 2026, against 59,953,212 Class I shares, so the fund is, in practice, institutional money plus advised accredited investors, some through IRAs (the tender paperwork has a custodian signature line).

Shares cannot be sold on a market, and the 10-K says that “If a listing does not occur, our common stockholders will generally be prohibited from transferring their shares without our prior written consent.” The exit is the quarterly tender.

Nine tender offers: what was asked, what was bought

Each Schedule TO-I says the company will buy up to 5% of its net asset value, measured at the quarter-end before the valuation date (the October 2026 offer uses June 30, 2026 and prices at September 30, 2026). The shares are priced at NAV on the valuation date, and shares held under 12 months are repurchased at 98% of it. Everything below the headline is from the final amendment each time.

How to read it. First, the caps are our arithmetic: 5% of the total net assets in the 10-Q or 10-K for the base date ($267.1 million, $356.4 million, $393.0 million, $487.7 million, $612.7 million, $677.0 million, $815.7 million and $843.2 million). The filings confirm the base: the April 2026 amendment says the tender was 3.87% of net asset value at December 31, 2025, and the July amendment says “approximately 1.34%” of net asset value at March 31, 2026, both matching our caps. Second, the filings say “validly tendered and not withdrawn,” and the company has accepted all of it, so far. Third, the July 2026 payment is described as one the company “will pay on or about August 6, 2026”; the 10-Q for the quarter ended September 30, 2026 will confirm cash actually paid, as the 10-Q for June 30, 2026 did for April (1,820,427 shares, $26.2 million).

The request grew roughly 100-fold in nine months and then fell by more than half in July. Nothing in the filings explains either move, and one quarter is not a trend. The pattern worth watching is the share of the cap used, which jumped from 10.3% to 77.3% in one offer.

An open question for the October offer is the price: it is NAV at September 30, 2026, which no filing has reported yet. The Form 8-K for the October 1, 2026 sales should carry it.

The open offer, date by date

The cover letter has a note for IRA holders that is worth reading in full: “Affected stockholders seeking RMDs by participating in the Company’s tender offers must heed established tender offer deadlines and cannot expect extensions or exceptions.” For the tax side of selling illiquid IRA assets, see our guide to required minimum distributions from illiquid IRA assets, and for how this offer compares with the rest of the quarter see the Q4 2026 redemption calendar.

Money in: capital calls, not a marketing flow

Every sale is announced in a Form 8-K under Item 3.02 (“Unregistered Sales of Equity Securities”). Adding them by quarter of the sale date (our arithmetic) shows how small the tender has been against what the fund took in, until the second quarter of 2026:

Since October 1, 2024 the 8-Ks report 33 sale entries totalling $741.8 million; the six offers that produced a payment total $41.9 million paid or to be paid, 5.6% of that (our sums). The picture is of a fund that is still in its ramp-up, where investors honour capital calls, with a small and rising redemption on the side.

The cross-check that makes this reliable: the 8-Ks add up to the 10-K and 10-Q. Through December 31, 2024 they total $354.97 million against $354,969 thousand of “funded capital commitments” in the 10-K, through December 31, 2025 $675.85 million against $675,846 thousand, and through June 30, 2026 $871.12 million against $871,028 thousand for Class I plus $88 thousand for Class S (our arithmetic). Total Class I commitments were $1,184.4 million at June 30, 2026, 73.5% funded. The $129.4 million of Class I sales between July 1 and September 1, 2026 would leave about $184 million uncalled, provided commitments are unchanged since June 30; the filings do not say.

Two of the largest sales matter for how you read the flow:

• March 27, 2026, $105.0 million, 7,312,125.384 shares. The 8-K describes the buyer as “a certain third-party investor.” The Schedule 13D filed July 2, 2026 says the Reporting Person, Jefferies Credit Partners Structured Solutions LLC, holds exactly 7,312,125.384 Class I shares through a feeder fund, 12.8% of Class I, and that it “is an affiliate of the Issuer and the Issuer's investment adviser.” The 8-K calls the buyer a third party; the 13D says its beneficial owner is an affiliate of the adviser.
• September 1, 2026, $106.5 million, 7,437,022.719 shares at $14.31435. No Schedule 13D or 13D/A had attributed it by October 20, 2026.

Both are about 2.5 to 3.1 times the cap of the tender that followed them (our arithmetic: $106.5 million against $42.2 million, $105.0 million against $33.9 million).

Who owns the shares

The December 2023 Schedule 13D says the Abu Dhabi vehicle agreed to buy shares for a commitment of $625 million, and the February 2024 amendment restated the subscription agreement at the same $625 million. The eleven purchase notices reported in the 13D filings (from $123.5 million in November 2023 to $25.0 million in June 2026) add to $388.0 million (our sum); the filings we read do not state the unfunded balance. Five of the eleven match an 8-K entry exactly, in shares and in price (December 30, 2024, March 28, 2025, June 27, 2025, September 29, 2025 and June 30, 2026), and a sixth is part of the December 2, 2024 entry (2,734,188.359 of 3,412,267.061 shares). The other entries are not attributed in the filings we read. The other holders the filings name are Jefferies Finance LLC, which committed $60 million in December 2023, and a Danske Bank group fund whose Schedule 13G reports 1,321,624.620 shares, 8.98%, acquired on August 6, 2024, the same share count as the $20,000,000 entry finalized that day.

Why it matters to a tendering holder: 5% of net assets is a fixed quantity, and one holder owns roughly 9 times that in shares (26,794,408 against about 2.95 million shares, our arithmetic at a $14.30 NAV). If a holder like that ever tendered a meaningful part, pro rata treatment under the offer terms would apply to everyone. The offer says the company “in its sole discretion, may accept” tendered shares pro rata if requests exceed 5%. We found no statement that this will happen.

NAV per share, month by month

The largest single-month move in the 10-K table is October 2024: NAV fell from $15.00 to $14.63, 2.5% (our arithmetic). The 8-Ks do not explain it. Since then the decline has been gradual, about 2.0% from $14.60 at December 31, 2024 to $14.31 at August 31, 2026 (our arithmetic). The board has designated the adviser as its “Valuation Designee” under Rule 2a-5 (10-K), so NAV is the adviser's mark, not a trade.

Leverage: 1.30 times net assets

Debt principal was $921.2 million at December 31, 2025 and $1,096.5 million at June 30, 2026, while net assets rose from $677.0 million to $843.2 million. Asset coverage was 173.5% and then 177.3%, against a legal minimum of 150% for BDCs. Average debt cost was 6.12% in the second quarter of 2026, with total annualised interest cost, fees included, of 6.39%. The October 9, 2026 amendment extended the revolver's stated termination date to October 8, 2027 (it had been October 10, 2026) and reduced the commitment from $125 million to $100 million. The revolver was undrawn at June 30; if it still is, it and the Senior Secured Credit Facility together leave about $138.5 million unused (our arithmetic), subject to borrowing-base limits.

Income, fees and what the holder keeps

For the six months ended June 30, 2026, net investment income was $37.6 million and distributions to shareholders $37.7 million, $0.71 a share each for Class I (99.7%, our arithmetic). Total expenses before expense support were $46.4 million, of which interest was $31.4 million (67.7%, our arithmetic); the adviser paid $3.1 million under the expense support agreement. Remove that and net investment income would have been about $34.4 million, 91% of distributions (our arithmetic). Total return for Class I was 4.1% for the half-year (not annualised) and annualised net expenses were 10.9% of average net assets (11.6% before voluntary waivers).

The portfolio the NAV rests on

At June 30, 2026 investments were $1,906.4 million at fair value ($1,914.8 million at cost), across 109 companies, with a weighted average EBITDA of $237 million and a weighted average loan-to-value of 39%. The 10-Q says “there were no investments on non-accrual.” Software was 17.6% of fair value, professional services 11.5%, commercial services and supplies 8.0%, diversified consumer services 7.6% and IT services 6.6%. Unrealised depreciation was $7.1 million in the half-year. We did not parse single-borrower exposure from the schedule of investments; the 10-Q lists the holdings if you need them.

What a holder can do with this

• If you hold shares and want out in this offer: the Letter of Transmittal must reach the transfer agent by 11:59 p.m. Eastern Time on October 30, 2026, signed by all account owners and by the custodian if the shares are in an IRA. You can withdraw until the same moment. You will not know the price (NAV at September 30, 2026); shares held under 12 months get 98% of it; a wire costs $100.
• Read the tax paragraph in the offer: the sale is taxable either as a sale or exchange or, in some cases, as a dividend, depending on Section 302(b) tests; losses can be disallowed by wash-sale rules if you buy the same shares within 30 days. See our overview of tender offer funds and the Schedule TO census.
• Look at the comparison: at the April 2026 request, about 77% of the cap was used. If a request reached 100% of the cap, the company could prorate; the fund has never done it. Compare other funds on our non-traded BDC list and in the Q3 2026 tender results.
• Ask your advisor three numbers: how much of your portfolio is this fund, what you do if only part of a tender is accepted, and whether the 1.30 times debt and the 99.7% (or 91% without expense support) payout coverage fit what you were told.
• If you do not hold shares: you cannot buy unless you are an accredited investor reaching the fund through an advisor or intermediary; there is no public or retail offering.
• What would change the picture: a request near or above the cap, a Schedule 13D/A showing the largest holder selling, NAV falling below $14, leverage rising, or the 10-Q showing non-accruals.

This is analysis of public documents, not investment, legal or tax advice.

FAQ

All figures are from the SEC filings of Jefferies Credit Partners BDC Inc. (CIK 1959604) read on EDGAR on October 20, 2026: nine Schedule TO-I offers (October 1, 2024 to October 1, 2026, latest accession 0001193125-26-410644) with the exhibits of the latest and the eight final amendments on Schedule TO-I/A; 34 Form 8-K Item 3.02 reports (December 8, 2023 to October 1, 2026); the Form 8-K of October 16, 2026 (accession 0001193125-26-424073); the Form 10-K for 2025 (accession 0001193125-26-116342) and 2024 (0000950170-25-044452); the Form 10-Q for the quarters ended June 30, 2024 to June 30, 2026 (latest accession 0001193125-26-345216); and the Schedule 13D, 13D/A and 13G filings of the Abu Dhabi Investment Authority vehicle, Jefferies Finance, Jefferies Credit Partners Structured Solutions LLC and Danske. Tender caps, shares of the cap, quarterly sums of sales, reconciliations to funded commitments, debt-to-net-assets, coverage without expense support and percentage changes are our arithmetic. This is analysis of public documents, not investment, legal or tax advice.