Onex Direct Lending BDC Fund Tender Offer 2026: 7.38% Filled

What this fund is, and what it is not

Onex Direct Lending BDC Fund (formerly Onex Falcon Direct Lending BDC Fund) is a Delaware statutory trust that elected to be a business development company and began investing on October 1, 2021. It is “non-traded” only in the sense that its shares have no market. It is not one of the retail funds sold on a prospectus: its 10-K says the shares are sold in a private offering to accredited investors under Regulation D, plus offshore under Regulation S, and that as of March 3, 2026 there were eight holders of record. The same 10-K describes the shares sold “to investors, including feeder vehicles,” so the real investor count behind the eight records is not in the filings. The 10-K does not state a minimum subscription that we could find.

The October 9 offer, term by term

The Schedule TO-I and its Offer to Purchase (Exhibit (a)(1)(i)) set these terms.

One difference from the large retail BDCs is easy to miss: the price date is already behind you when the offer opens. The offer opened October 9 for shares priced at the September 30 NAV, and that NAV is due on October 20, with the right to withdraw until November 6. In the last four quarters the fund filed its NAV in a Form 8-K on October 21, 2025, January 21, April 21 and July 21, 2026, each inside an open offer (our reading of the filing dates).

Every tender since January 2023

Fifteen offers have closed. Shares bought are what each final Schedule TO-I/A reports; the price is the NAV per share on the valuation date, as listed in the 10-K and 10-Q tables.

Three things stand out. The board has resized the offer before: 15% in August 2023, 7% in February 2024 and November 2024, 5% otherwise. Until February 2025 holders asked for less than the cap in every offer; in February 2025 the fund bought 575,562 shares, 14,474 more than the 561,088 offered (our arithmetic), and filled every request. And in April 2024 the filing says Onex Corporation intended to tender 87,249.430 shares, “all of the Shares directly held by Onex Corporation.”

How the queue grew from 3% of shares to about 68%

Before May 2025 a filled offer shows what holders asked for. After it, the final amendments give the shares bought and the percentage filled, and the requests follow by division. The fund's 10-Q confirms that “validly tendered” and “repurchased” are the same number: 443,518 shares at $18.75 in May 2026, with approximately 9.79% accepted.

Implied requests are shares bought divided by the share filled; the stated intent is the dollar amount in each Schedule TO-I, which is not itself a tender. All implied columns are our arithmetic.

The dollar figures line up. In July the filing said holders intended to tender $107.4 million; the fund bought $7.3 million of it, which leaves about $100.1 million, against $99.1 million in October (our arithmetic). That is what the filings would show if the holders who were not filled in August resubmitted nearly everything. The offer also shrinks with the fund: 5% of 8,019,722 shares is 400,986, against 466,307 in February.

An illustration, not a forecast: if offers stay at 5% of the shares then outstanding, with no new sales and no larger offers, buying 5.7 million shares takes about 24 quarters, six years (our arithmetic). The board can resize an offer, as it has, and the company can sell assets or borrow; the 10-Q says it “is not required” to continue the quarterly offers.

The 15 big non-traded BDCs behaved differently

Our private credit funds comparison and redemptions tracker follow the 15 large non-traded BDCs; the filings of five of them for the latest offers show where Onex differs.

For BCRED, HLEND and Apollo the amendments say the shares bought were 5% of the shares outstanding at March 31, 2026, so requests as a share of the fund are the shares tendered divided by that implied base.

Two things are different here. The first is size: even the most-requested big funds were asked for 10% to 19% of their shares against a 5% offer, while Onex holders asked for about 68%. The second is mechanics. The big funds' amendments say the price is the NAV as of June 30, 2026 for offers that expired between May 29 and June 15, so a holder tendered without knowing the price and was paid weeks later. Onex expects to tell the holder the price before the withdrawal deadline and paid its last offer in three days. The trade-off is that a 5% queue at a $146 million fund with one dominant group of sellers is a different thing from a 5% queue at a $40 billion fund with thousands of holders. See also the HLEND and Barings BPCC pages.

NAV, income and what covers the 12% yield

NAV per share peaked at $24.99 at March 31, 2022 and net assets at $305.9 million at December 31, 2022. Dividends were $0.54 for each quarter from the second quarter of 2025 to the first quarter of 2026 and $0.53 for the second.

The company's year-to-date returns were -7.6% at March 31 and -12.3% at June 30, 2026 in its Forms 8-K; the 10-Q financial highlights show -12.2% for the half. By year: 5.70% in 2022, 11.08% in 2023, 7.9% in 2024 and -2.2% in 2025 (10-K). The company says the second-quarter drop in NAV was “driven primarily by unrealized losses” from certain investments, with about 64% of the gross unrealized losses from four portfolio companies.

The distribution has barely moved while NAV fell. The board declared $0.53 for the third quarter on August 5, 2026, payable September 17. At the June 30 NAV that is an annualized 12.25% by the company's own calculation, 11.31% on the March 31 NAV. Net investment income was $0.49 per share in the second quarter and $1.04 in the first half against $1.07 of distributions, which is 92.5% and 97.2% coverage (our arithmetic). Payment-in-kind interest, paid in more debt instead of cash, was $1,373,879 of $18,123,690 of investment income in the half, 7.6% (our arithmetic), against 5.2% in 2025.

Credit, leverage and the realized losses

The quarter's reported loss is mostly realized. Net realized losses were $38.3 million in the second quarter, and the 10-Q lists $17.96 million on Amplity Parent, Inc., $17.03 million on IMB Midco LLC and $3.04 million on RealTruck Group, Inc. for the half, while unrealized depreciation reversed as those positions were realized (our reading). For taxes it matters twice: the offer says net unrealized depreciation was $35.5 million and the capital loss carryforward was $40.5 million at June 30, 2026, up from $2.1 million in the July offer, and that buying shares “may directly result in, or contribute to a subsequent, limitation on the Company’s ability to use capital loss carryforwards to offset future gains”.

The portfolio is first-lien lending to middle-market companies: 98% first lien and 99% floating-rate by the company's figures, 43 portfolio companies and 15 industries at June 30, 2026, with Business Services 19.6%, High Tech 18.8%, Healthcare and Pharmaceuticals 15.7% and Transportation: Cargo 12.9%. The largest positions were BCDI Meteor Acquisition, LLC at 8.1%, MMS Bidco LLC at 8.0% and Keystone Purchaser, LLC at 7.1%. The company says 86% of the loan portfolio was priced above 85 cents on the dollar.

Leverage has come down with the portfolio. The credit facility with Sumitomo Mitsui Banking Corporation (SMBC) had $162.0 million outstanding at June 30, 2026, against $219.0 million at December 31, 2025, with a $300.0 million limit; asset coverage was 190% against the 150% legal floor and net leverage 1.04 times (1.11 times gross), inside a 0.75 to 1.25 times target. The SMBC facility can be drawn until October 3, 2027 and matures October 3, 2029. An Onex subsidiary, Onex US Holdings LLC, has a $20.0 million unsecured revolver available, undrawn at June 30. Total liabilities were 1.15 times net assets (our arithmetic). In the first half the fund repaid or sold $104.7 million of investments and made $25.2 million of new ones, which is how it funded the tenders and the debt paydown with no new share sales (our reading).

Who owns the shares

The offer lists three Onex-affiliated holders at September 30, 2026: Onex Corporation, 1,280,956.447 shares (15.97%); Onex Credit Holdings LLC, 609,508.330 (7.60%); and Falcon Investment Advisors, LLC, 98.246 shares. Together that is 23.6% of the shares (our arithmetic). The first block is held through Convex Re Limited, which bought 1,280,956.447 shares from the fund on October 18, 2024 at $23.42 under a $30 million commitment, according to its Schedule 13D. At $17.31 that block is 26.1% below its purchase price (our arithmetic). The offer calls Convex Re “directly controlled by Onex Corporation,” while Convex's February 2026 Schedule 13D says Convex Group Limited owns all of its equity and that the Onex and Convex filers stopped filing jointly, with voting and investment decisions made independently; we show both because the two filings describe the link differently. A reorganization on February 6, 2026 also removed the Onex Partners funds as beneficial owners, per the Onex Schedule 13D/A.

What the filings do not say is who wants out. The remaining shares, about 6.13 million (our arithmetic), are the base for the $99.1 million: at $17.31 it is 93.4% of their value, if the stated amount comes entirely from non-affiliated holders as the “none of the officers, Trustees, or affiliates” sentence implies.

What a holder can do with this

• If you hold shares and want out: the only exit is the quarterly tender. In the last three offers the fund bought 25.66%, 9.79% and 7.38% of what holders requested. On the offer's own numbers the October fill is about 7%, and the price (the September 30 NAV, about October 20) is known before the November 6 withdrawal deadline, so the decision to leave a request in can be made with the number in hand.
• If you hold shares and plan to stay: the queue is a reason to read NAV closely. Cash for a $6.9 million buyback comes from cash, borrowings or loan sales, and a fund shrinking from $305.9 million to $146.1 million of net assets spreads costs over fewer shares; the offer itself warns of that effect. Whether the $0.53 quarterly dividend is covered by income at the next two reports is the number to watch.
• If you are weighing a purchase: the sale is private, to accredited investors, at NAV, with a 2% deduction on shares held under a year and no secondary market. A fund where holders asked to sell about 14 times the offer, and where no shares were issued in the first half of 2026, is not accepting new money in volume. Compare the terms with a fund that publishes a prospectus before assuming they are alike.
• Taxes are account-specific. The offer says a tender is generally a sale or exchange but can be treated as a dividend; non-U.S. holders may face 30% withholding; and the capital loss carryforward may be limited after a buyback. That belongs with a tax professional, not with this page.
• What to watch: the September 30 NAV (Form 8-K, about October 20), the result of this offer (a final amendment about November 10 if the pattern of August 7 expiry and August 11 filing holds), the third-quarter 10-Q in November for non-accruals and coverage, and whether the January 2027 offer is still 5%.

FAQ

All figures are from SEC EDGAR filings of Onex Direct Lending BDC Fund (CIK 1860424) read on October 13, 2026: the Schedule TO-I of October 9, 2026 with its Offer to Purchase, the 15 earlier Schedules TO-I and their final Schedule TO-I/A results (January 2023 to August 2026), the Forms 10-K for 2021 to 2025, the Form 10-Q for June 30, 2026 and the 10-Qs for 2025 and March 31, 2026, the Forms 8-K with quarterly NAV (2022 to July 2026), the Form 40-APP of July 16, 2025, the Schedule 13D of Convex Re Limited and the Schedule 13D/A of Onex Credit Holdings LLC (February 2026), and the final Schedule TO-I/A amendments of Blackstone Private Credit Fund, HPS Corporate Lending Fund, Apollo Debt Solutions BDC and Blue Owl Credit Income Corp. and the Barings Private Credit Corp shareholder letter. The last filing on this CIK was the October 9, 2026 Schedule TO-I. Implied requests, fill rates for peers, sums, changes and coverage ratios are our arithmetic. This is analysis of public documents, not investment, legal or tax advice.