Keystone Private Income Fund: $89M Tender Offer, Nov 30, 2026

Updated October 30, 2026: the fund published its latest quarterly tender offer on October 29, for up to $88,992,048, and the two offers before it have no final results on EDGAR yet. The Schedule TO-I (accession 0001213900-26-113697) says the offer expires at “11:59 p.m., Eastern Time on November 30, 2026” and prices shares at the net asset value (NAV) of December 31, 2026. The last final report, filed September 3, 2026, covers the offer that expired February 27, 2026.

What this fund is, and who can own it

Keystone Private Income Fund is a Delaware statutory trust that “operates as a diversified, closed-end management investment company” under the Investment Company Act of 1940. It began operations on July 1, 2020 and has offered to repurchase shares “on a quarterly basis beginning with the quarter ended December 31, 2020.” Its shares are sold privately under a memorandum, in five classes (A, D, Y, I and Z), and “There is no established trading market for the Shares.” Its objective is current income from “private credit-oriented or other cash flow producing investments,” including corporate loans, equipment leasing, real estate backed loans and receivables. It is not a business development company and not an interval fund: the board decides each quarter whether to make an offer.

Ten offers since July 2024

An issuer tender offer is the way a fund like this gives holders an exit. Once a quarter the board may offer to buy a set amount at NAV. If more is tendered than offered, the fund can take a little extra under Rule 13e-4(f)(1)(ii), enlarge the offer, or buy pro rata. The fund’s final reports, filed as Schedule TO-I/A, say how many holders tendered and what their shares were worth.

The NAV tendered is the sum of the classes in each final report, and the share of offer is that sum over the amount offered (our arithmetic). Three things stand out.

• The queue grew. The number of holders tendering went from 34 in the offer valued September 30, 2024 to 433 in the one valued March 31, 2026. The average request fell from $469,968 to $229,867 (our arithmetic), so the new tenders came from smaller holders as well as large ones.
• Everyone left completely. In each of the seven final reports the number of holders who “tendered their entire Shares” equals the number of holders who tendered. In the latest, 416 of the 433 were Class Z holders. We found no partial tender in the record.
• The fund paid more than the offer. The $99,532,517 paid is $10,727,253 above the $88,805,264 offered, or 12.1%, about 0.6% of the roughly $1.83 billion of net assets at February 27, 2026 (our arithmetic). The balance sheet at March 31, 2026 lists “Payable for shares repurchased” of 99,532,517. The final report does not say how the extra was authorized.

Then the board changed course. The offer published April 29, 2026 was for “approximately 8.00% of the net assets of the Fund,” $146,477,808, valued June 30, 2026. A fund officer’s Form 4 filed July 20, 2026 shows a Class Z redemption “effective June 30, 2026” at $97.90 a share, which fits the June 30 valuation date of that offer. No final report for it, or for the July 30 offer, is on EDGAR on October 30, 2026. The fund’s own history says to expect the reports late: final reports have come 129 to 264 days after expiry, 181 days on average (our arithmetic). The April offer expired May 29, 2026, 154 days ago, and the July offer expired August 31, 60 days ago (the October filing calls it August 28; the July filing says August 31).

If you want the same comparison for other funds, see our census of tender offer funds and the third-quarter 2026 BDC tender results.

The current offer in plain terms

The earlier reports show how the payment worked in practice: wires went out 24, 36, 28, 30, 20, 21 and 17 days after the valuation date, each at 100% of unaudited NAV (our arithmetic from the dates in the final reports). For a December 31, 2026 valuation, the 30-day marker is January 30, 2027. Nothing in the record shows a holdback applied so far. A December 31, 2026 valuation falls in the fiscal year ending September 30, 2027, whose audit the fund expects to finish by the end of November 2027, so any holdback could run about eleven months.

If requests exceed the offer and the fund chooses pro rata, the share paid is the offer divided by the requests:

These are our arithmetic on the offer size, not a forecast. The fund took all $99.5 million last time.

NAV and net assets

Each tender offer prints the NAV per share of each class on the last date before filing, so we can follow the Class Z NAV across eleven dates.

For the offer rows, net assets are the offer amount divided by its stated percentage (our arithmetic). Two readings follow. Net assets peaked near $1.83 billion at February 27, 2026 and were $1.78 billion at August 28, about $51 million lower (our arithmetic). And the NAV did not move much until the last step: it was within $0.80 of $98.83 for eight months, then fell $2.60 in the three months to August 28. A fall of that size is not explained in any filing we found. The first report that can explain it is the annual report for the year to September 30, 2026, which the fund filed on December 8 in 2025 and December 6 in 2024 (our expectation: early December 2026).

What the portfolio looks like

At March 31, 2026 the fund held $1,989.2 million of investments at fair value against net assets of $1,771.3 million, so investments were 112.3% of net assets, funded by a $125 million line of credit and by $99.5 million owed to tendering holders. “Entire portfolio is pledged as collateral for line of credit.” Everything is Level 3, which means fair value comes from the manager’s own model: the filing’s discounted cash flow inputs range from a discount rate of 8.7% to 45.3%.

The real estate share is the part a reader of this site will care about: $505.6 million of loans to real estate borrowers, 28.5% of net assets, plus two foreclosed properties (Vivo Living, $26.75 million against a cost of $32.56 million) and units of a foreclosed private company ($6.44 million against $12.35 million of cost).

Concentration is high. Onset Financial, Inc. is $158.8 million, 8.97% of net assets, in two positions; MV Cruise Offshore Holdings Ltd. is $116.7 million (6.59%) and BizFund LLC is $108.5 million (6.12%). Those three are 21.7% of net assets (our arithmetic from the schedule of investments).

Loans flagged in default or paid in kind

The fund files two kinds of position-by-position data: the schedule of investments in its shareholder reports, and Form N-PORT. The N-PORT for June 30, 2026, filed August 21, is the newest we can see, and it was drawn two months before the NAV step down. Our tallies:

The two sources count differently, so compare within a source. On the shareholder reports the share was flat at about 10.7%. On the N-PORT flag it rose 1.45 points in one quarter, with Cocolalla, LLC newly flagged and some marks lowered: a Transportation Financial, LLC position went from about $5.3 million to $1.14 million, and a Carnaby FA, LLC position from $19.3 million to $16.5 million (the June 30 N-PORT against the March schedule). The largest flagged names at March 31 included MC Oslo Hermitage, LLC ($21.3 million), MC Oslo Aurora, LLC ($17.9 million), MC Oslo SFM Two, LLC ($11.5 million), Carnaby FA, LLC ($19.3 million and $8.7 million) and Vivo Portfolio ($24.0 million, carried at cost, stated maturity February 28, 2026). A flag is the fund’s own statement and not a loss: the schedule carries the 24 footnoted positions at 84% of their cost in total (our arithmetic), so they are marked down, not written off.

The paid-in-kind flag moved more. Form N-PORT marks a position as paid in kind when interest is added to the loan instead of paid in cash. It was set on 3 positions at March 31 ($189.9 million) and on 7 at June 30 ($420.7 million, 23.76% of net assets), including MH Leasing, LLC ($93.5 million), Met SPV Holdings, LLC - Series Sutton ($76.0 million) and Cocolalla, LLC ($40.0 million). In the six months to March 31 PIK income was $7,760,758, 6.2% of $125,197,821 of investment income, and in the year to September 30, 2025 it was $28,921,987, 11.7% of $248,058,467 (our arithmetic). The fund pays its manager an incentive fee on income that includes PIK interest; the notes say “The Investment Manager is not under any obligation to reimburse the Fund” for fees on income never received.

Maturity dates moved too. Ten of the 174 positions that appear in both N-PORT filings show a different maturity date at June 30, together $210.5 million. The biggest is MV Cruise Offshore Holdings Ltd. ($117.7 million), whose maturity changed from November 22, 2027 to July 10, 2030. Cocolalla’s changed from April 27 to June 26, 2026, four days before the report date, and by June 30 the filing shows it in default and paid in kind. Our private credit non-accrual page covers how BDCs treat the same events.

Where the money comes from

At March 31, 2026 the cash was $6,500,359, plus $30,618,042 held in escrow for subscriptions received in advance. The line of credit was $125,000,000 at 6.54% (SOFR plus 2.75%) with a maximum of $400,000,000 and a maturity of August 2, 2027, and the most drawn in the six months was $200,000,000 on October 31, 2025. In the six months the fund bought $568.4 million of investments, received $465.0 million of principal back, took in $174.5 million of subscriptions and paid out $61.5 million in cash for shares repurchased (cash flow statement).

The principal received is the best guide. It is about 23% of fair value in six months and works out to about $77.5 million a month, so the $88,992,048 offer is about 1.15 months of repayments (our arithmetic). The offer says the money comes from “cash on hand, proceeds from the sale of and/or realization of portfolio holdings, or borrowings,” and warns that selling holdings early could mean “losses.” The reverse is also true: a fund whose loans are extended, flagged or paid in kind gets less cash back from the same book, and this is the number to watch in the next shareholder report.

Manager, fees and the plan to go public

On December 5, 2025 the manager announced that Virtus Investment Partners, Inc. “has agreed to acquire a majority equity interest in the Investment Manager”; the advisory agreement ended on the change of control, and on February 25, 2026 shareholders approved a new one, with 9,378,571.50 votes for and 38,861.18 against. They also approved an incentive fee based on net income instead of net profits, which the manager wanted so that shares can be sold to investors who are not “qualified clients.” The June 2026 Form N-2/A states that Virtus “owns a majority interest in the Investment Manager” and proposes up to $1,000,000,000 of shares at NAV; it warns “We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective,” and we found no notice of effectiveness on the fund’s EDGAR list on October 30.

The incentive fee is 15% of net investment income above a hurdle of “an annualized hurdle rate of 7.00%,” with a catch-up, and the manager has capped it until March 1, 2028 so that it is no higher than under the old method. On $1,000,000 in Class Z, 3.82% of expenses is $38,200 a year (our arithmetic on an estimate). In the six months to March 31, 2026 the Class Z net expense ratio was 3.14% annualized and net investment income was 10.96% (N-CSRS).

Insiders have been adding. Four trustees and officers held 1.52% of Class Z at February 27, 2026, 3.53% at May 29 and 4.12% at August 28, 2026 (the tender offers’ Item 8). That is a fact about ownership, not a signal about value.

What the filings do not tell us

• Whether the April 8% offer and the July offer were oversubscribed. The final reports are missing, and the shareholder report that would show the cash paid is the one for the year to September 30, 2026.
• Why NAV fell $2.60 a share between May 29 and August 28. No filing in the period explains it.
• Whether the public registration is going to be effective. The N-2/A is a draft; the fund is still selling privately.
• What a Class Z holder’s remaining cost basis is. Taxes are account-specific, and the filing offers only a general summary.

What a reader can do with this

• If you hold shares and want out: the form must be received before 11:59 p.m. Eastern on November 30, 2026. You can withdraw until then, and after December 30, 2026 if the fund has not accepted. The price is the December 31, 2026 NAV, not $95.44. The record shows a full exit was paid in full last time, but it also shows requests above the offer, so tender with the pro rata table in mind. Ask the fund in writing whether it would use the 90% option or the 10% holdback for you.
• If you bought within a year: the 2.0% early repurchase fee applies on the amount requested. On $500,000 that is $10,000 (our arithmetic), and the shares held longest are repurchased first.
• If you plan to stay: the dates that matter are the final reports for the April and July offers, the annual report for the year to September 30, 2026 (our expectation: early December), and any notice that the N-2 is effective. Watch the share of net assets in default and paid in kind, and the cash received from repayments.
• If you are considering buying: the fund accepts subscriptions monthly at NAV, charges up to 4.82% a year in estimated expenses, and its own exit is a quarterly offer that the board “may, under certain circumstances, elect not to” make. Compare with the other tender offer funds closing in the fourth quarter.
• Tax: the offer treats a sale as a taxable gain or loss, long term if held more than twelve months, and says a loss can be disallowed under wash sale rules if you buy shares of the fund “within a period of 61 days beginning 30 days before and ending 30 days after,” including by dividend reinvestment. See our wash sale rule page. A CPA, not this page, decides how it applies to you.

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

FAQ

All figures are from SEC EDGAR filings of Keystone Private Income Fund (CIK 1788420) read on October 30, 2026: the Schedules TO-I of January 31, April 30, July 31 and October 30, 2025 and of January 29, April 29, July 30 and October 29, 2026 (accession 0001213900-26-113697); the final Schedules TO-I/A filed February 13, May 23 and August 15, 2025, February 18 (two), April 6 and September 3, 2026; the Form N-CSR filed December 8, 2025 and the Form N-CSRS filed June 9, 2026; the Forms N-PORT filed May 29 and August 21, 2026; the preliminary proxy statement of January 6, 2026; the Form N-2/A of June 18, 2026; Forms D/A of June 28, 2024, June 27, 2025 and June 29, 2026; and the Form 4 filed July 20, 2026. The last filing on this CIK was the Schedule TO-I of October 29, 2026. Position counts, sums, ratios, implied net assets and the pro rata table are our arithmetic on those filings. This is analysis of public documents, not investment, legal or tax advice.