Monroe Capital Income Plus Tender Offers: 56.3% Paid in May 2026, 77.7% in August

What MCIP is, in one paragraph

MCIP is the private-credit fund of Monroe Capital, a Chicago lender that says it focuses on lower middle-market companies in the United States and Canada (10-K). It is a BDC that does not trade on an exchange and sells its shares to investors in a private offering under Regulation D or Regulation S, not in a public one. Its $5.96 billion portfolio at June 30, 2026 was 85.6% senior secured loans at fair value, with a weighted average contractual coupon of 9.3% (10-Q). In October 2024 an affiliate of Wendel SE agreed to buy a 75% interest in Monroe Capital, a change of control of the adviser that stockholders were asked to approve at a February 2025 special meeting (proxy statement). The exit is a quarterly tender offer that the board, in its own words, controls: “The Board has complete discretion to determine whether we will engage in any share repurchase and, if so, the terms of such repurchase.” For the other funds in this space see the non-traded BDC list, where MCIP ranks fifteenth by net assets, and the private credit redemptions tracker.

Nineteen tender offers: seventeen filled, then two prorated

Every row is the result MCIP filed in the Schedule TO-I/A that closes the offer. The limit is 5% of shares outstanding at the previous quarter-end (per the 10-Q); the filings do not give a separate “shares requested” figure beyond the tendered count, so “request” below means shares validly tendered and not withdrawn.

The eleven offers before December 2024 (April 2022 to September 2024) drew requests of 4.9% to 37.1% of the limit, the high being 2,050,939 shares in December 2023. The three 2026 offers alone account for $424.4 million of the $668.2 million paid across all nineteen (63.5%, our sums). The first sign of change was December 2025, when requests reached 49.4% of the limit. The February 2026 result then carried this sentence: “The Company is pleased to announce that the Company is fulfilling all repurchase requests this quarter, as it has done every quarter since inception.” The fund did that by buying 5.9% more than the limit, which Rule 13e-4(f)(1) allows. It did not do it in May or in August.

A note on the filing itself: the March 2025 amendment swaps the price and the aggregate figures (it reads “$8,036,415.05 per Share” and “$10.37” as the total). The numbers above use $10.37 a share and $8,036,415.05 in total, which agree with the shares tendered.

What changed in the last 60 days

The August offer was launched on August 3, 2026 (Schedule TO). It sought up to 13,872,183 shares, which “represents approximately 5.0% of the Company’s Common Stock outstanding as of June 30, 2026,” and the Schedule TO says the fund will use cash on hand and does “not intend to use borrowed funds to purchase the Shares.” The filings from August 7 to September 21, 2026 are:

• August 7, 10-Q. June 30 balance sheet and first-half results, used throughout this page.
• August 11, 8-K. The annual meeting finally elected its one nominee (93,486,562 votes for, 3,058,058 withheld) after being adjourned on June 16 and July 28 “because a quorum was not present.” A quorum needed one third of the 286,596,455 shares outstanding, 95,522,598 shares; the 96.5 million votes cast on August 11 cleared it by about one million (our sum).
• August 20, 8-K. July NAV $9.77; $0.068 distribution; $16.3 million of shares sold on August 3 at $9.77.
• September 4, TO-I/A. The 77.7% result above.
• September 21, 8-K. NAV at August 31, 2026 of $9.75, the lowest NAV in the monthly series we read; a $0.068 distribution to holders of record September 22, payable about September 28; and 964,518 shares sold on September 1 at $9.75 for $9,404,050, the smallest monthly closing in the filings we read.

The tender price is worth a line. Under the Offer to Purchase it is the price of the most recent closing before expiry, which for the August offer was the August 3 closing at $9.77, the July 31 NAV. Holders who tendered were paid $9.77; the August 31 NAV, published three weeks after the offer closed, was $9.75 (a difference of 0.2%, our arithmetic).

Money in, money out

The private offering used to bring in far more than the tender took out. The statements of changes in net assets show it:

New sales are the monthly closings reported in Item 3.02 of the 8-Ks. Monthly closings began in October 2025 (the 10-Q notes the change); before that the 8-Ks show less frequent closings.

The third quarter of 2026 is 82% below the fourth quarter of 2025 (our arithmetic). The September closing, filed in the September 21 8-K, is the smallest of the twelve monthly closings. In the first half of 2026 the fund bought back 29,428,321 shares, 10.3% of the 286.7 million it had at December 31, 2025 (our arithmetic), and its share count fell from 286,677 thousand to 277,444 thousand.

The one-year lock-up changes the denominator

The Offer to Purchase says: “If you purchased your Shares on or after August 3, 2025, your Shares are ineligible to be repurchased pursuant to the Offer because they are subject to a one-year lock-up period pursuant to the subscription agreement” (it continues that the holder entered it when buying). The ten private-offering closings from September 2, 2025 to June 1, 2026 sold 57,511,771 shares (our sum of the 8-Ks), 20.7% of the 277,443,664 shares outstanding at June 30, 2026. Taking them out leaves about 219.9 million eligible shares, and the 17,848,959 tendered in August were 8.1% of that (our estimate; the filings we read do not say whether shares issued through dividend reinvestment carry the same lock-up, so if they do, the true share is higher). The quarterly “5% of shares outstanding” limit is therefore closer to 6.3% of the shares that can actually be sold (13,872,183 / 219.9 million, our arithmetic).

NAV per share: $10.39 to $9.75

NAV rose from $10.10 at the end of 2021 to $10.39 at September 30, 2024, and has been lower at every quarter-end since: $10.37, $10.33, $10.25, $10.03, $9.87, $9.78, $9.77, then $9.75 at August 31. That is 6.2% below the peak and 1.2% below December 2025 (our arithmetic). The 2025 decline came with a $113.8 million net change in unrealized losses; in the first half of 2026 unrealized changes were a gain of $4.4 million but net realized losses on investments were $40.6 million ($28.9 million of it in the second quarter), against $1.6 million a year earlier. For 2025 as a whole, a holder who bought at $10.37 and took the $1.029 of distributions without reinvesting would be up 5.1% (our arithmetic: $9.87 minus $10.37 plus $1.029, over $10.37).

Distributions against income

The per-month rate was $0.09 in most months of 2024 and 2025 (with four $0.02 supplemental dividends in 2024 and $0.08 for the June and September 2025 record dates), $0.082 for the September 30 and November 21, 2025 record dates, $0.075 for December to February, $0.071 for March to May and $0.068 from June 2026, repeated in July, August and September. At $0.068 and the $9.75 NAV that is 8.4% a year (our arithmetic: $0.068 x 12 / $9.75). In 2025, when distributions of $249.2 million exceeded net investment income by $12.4 million (our arithmetic), the net increase in net assets was only $117.7 million. In the first half of 2026 income covered the payout, but net assets still fell $120.9 million, mostly because repurchases of $289.0 million outran new shares and reinvested distributions (our arithmetic).

Payment-in-kind interest is a small part of income: $9.96 million in the first half of 2026, 3.3% of total investment income of $298.5 million, against 3.9% in 2025 and 3.4% in 2023 (our arithmetic).

Leverage: the debt is rising while the equity falls

The 1940 Act lets a BDC borrow as long as asset coverage stays at 150% or more. MCIP is at 178%. The cash-flow statement shows how the first half went: borrowings of $1,268.8 million and repayments of $1,037.4 million, a net $231.4 million of new debt, against $289.0 million of repurchases and $68.6 million of cash distributions, while the fund still made a net $156.4 million of new investments. The Schedule TO says the August offer would be paid with cash on hand; the filings do not tie any one use of borrowing to any one use of cash, and we do not claim they do.

For a sense of scale, here is a stylised calculation (our arithmetic; not a forecast and not a company statement). If each quarter's repurchase were about $135.5 million, the August amount, and all of it were funded with new debt, with no new shares sold, no income and no asset sales, asset coverage would fall to 150% after about 4.8 quarters (net assets of $2,709.7 million less $135.5 million a quarter, against debt of $3,454.0 million plus $135.5 million). The fund has other levers: it can sell loans, which it did ($745.7 million of sales and repayments in the half), and the board can cut the tender size. The point is how much of the 150% headroom a debt-funded 5% programme would use.

Credit: non-accruals and First Brands

Non-accruals are small as a share of the book, 1.2% at fair value, but the count has risen from four borrowers at the end of 2023 to nineteen, and fair value is after write-downs, so it understates the loans' original size. First Brands Group, LLC is marked non-accrual at both December 31, 2025 and June 30, 2026. Its four positions carried an amortized cost of $64.2 million at June 30, 2026 (2.4% of net assets) and a fair value of $2.4 million (our sums of the four lines), against a cost of $64.5 million and fair value of $5.1 million at December 31, 2025. At December 31, 2024 the fund held one position in the name, $14.0 million of cost at $13.1 million of fair value. The schedule of investments says only that the positions are on non-accrual; we have not read any further explanation in these filings.

Fees: the cost of leverage sits in the fee base

The base management fee is charged on average total assets, including assets bought with borrowed money. The contract rate is 1.50%; a 2022 waiver brought it to 1.25%, and on January 22, 2026 the adviser agreed to waive it further to 1.0% for January 1 to December 31, 2026, with no recoupment. With total assets of $6,225.9 million and net assets of $2,709.7 million at June 30, a 1.0% fee on total assets is about 2.3% of net assets, and 1.25% would be 2.9% (our arithmetic). The incentive fee is 12.5% of pre-incentive net investment income above a 6% annual hurdle, with a 100% catch-up up to 1.7143% a quarter (15% and 1.76% before the 2022 waiver). It is charged on income, not on NAV: the 10-Q says “it is possible that the Company may pay an incentive fee in a quarter where it incurs a loss,” and the second quarter's $9.1 million incentive fee came in a quarter with $30.2 million of net realized losses, partly offset by $22.1 million of unrealized gains.

In the first half of 2026, base fees of $38.2 million less $7.6 million of waivers, plus $18.7 million of incentive fees, came to $49.3 million, which is 3.6% a year of average net assets (our arithmetic). Interest and debt financing costs were another $108.9 million. If the fund lists on an exchange, the base fee becomes 1.75% of average invested assets, the 10-Q states; we did not find a listing plan in the 8-Ks and 10-Q we read.

What the numbers mean for three decisions

Asking to sell. The last two prorations took 56.3% and 77.7% of each request. Requests fell 29% between May and August, which points in the right direction, but they were still 129% of the limit. The new-money line is the problem: with $36.9 million coming in a quarter against about $135 million a quarter going out, the only things that shorten the queue are fewer requests, a share count that keeps falling, or more borrowing. If requests in the next offer equal August's 17.8 million and the share count is a little under 4% lower (our estimate: 277.4 million shares less 13.9 million bought back plus 3.8 million sold, before reinvested distributions), the limit is about 13.4 million shares and the fill about 75%. The company has not announced an offer. Shares bought in the last 12 months cannot be tendered at all.

Holding. Income covers the $0.068 payout. NAV has drifted down about 1% in 2026 and non-accruals are 1.2% of fair value. The pressure points are the pace of requests and the 1.27x leverage ratio, not the quality of the average loan. Distributions can be reinvested through the DRIP, which issued 5,618,951 shares worth $55.1 million in the first half.

Adding. New shares are sold at NAV (the $9.75 of September 1) and carry a one-year lock-up before they can even join the queue. Since April 2026 monthly closings have run from $9.4 million to $19.7 million, so the offering is open but small; a year earlier a single closing (September 2, 2025) took in $226.8 million.

This is analysis of public documents, not investment, legal or tax advice. Whether a repurchase is taxable and how it interacts with the rest of a portfolio is a question for a tax adviser; the Offer to Purchase says most holders recognise gain or loss on a sale.

Related reading: the HPS Corporate Lending Fund and BlackRock Private Credit Fund pages cover two other BDCs through the same filings, and evergreen funds compared puts private equity, infrastructure and credit funds side by side.

FAQ

All figures are from MCIP's SEC filings read on EDGAR on October 6, 2026: nineteen Schedule TO-I/A result filings (April 2022 to September 2026), the August 3, 2026 Schedule TO and Offer to Purchase, seventeen Form 8-Ks on private-offering closings and monthly NAV (August 2024 to September 21, 2026), the annual report for 2025 (accession 0001742313-26-000013) and quarterly reports to June 30, 2026 (accession 0001742313-26-000046), the 2026 and 2024 proxy statements and the 8-Ks of June 16, July 28 and August 11, 2026. Request percentages, sums across periods, coverage and leverage ratios, the lock-up estimate and the stylised leverage calculation are our arithmetic or estimate. This is analysis of public documents, not investment, legal or tax advice.