Partners Group Lending Fund: Tender Offer Nov 27, NAV $1.4933

Which Partners Group fund this is

Partners Group Lending Fund, LLC is a Delaware limited liability company that elected to be regulated as a BDC. It sells Class I and Class M Units to accredited investors in private placements, and its investment manager is Partners Group (USA) Inc. (Schedule TO-I). It lends to private companies, mostly first lien and unitranche loans. It is not the Partners Group Private Equity (Master) Fund, a private equity fund of funds with its own CIK, 1447247, which we cover on our Partners Group Private Equity Master Fund page. The sponsor also runs other private funds that file their own Schedules TO-I; check the CIK before you read any NAV or deadline.

The October 29 offer, term by term

Two details matter for a holder. First, the price is not known when you tender. The Offer to Purchase uses August 31 figures ($1.5128 a Unit), warns that value “likely will change” before December 31, and the September 30 NAV was already $1.4933. Second, the filing says $16,100,000 for 5.00% of a fund with NAV of $320,268,469.42, while 5.00% of that figure is $16.01 million (our arithmetic); the Units figure, 10,585,588, is exactly 5.00% of 211,711,768. We treat the Unit count as the binding number.

Three offers in a row, one result

The fund’s registration statement says it expects quarterly repurchase offers of no more than 5.00% of net assets. It has now filed three Schedules TO-I in 2026, all with the same structure. Only the first has a result.

The April result is the most unusual number in the file. The Final Amendment says the aggregate NAV of Units validly tendered and not withdrawn was $21,172.76 and that the fund paid that amount. Against about $14.0 million sought, that is about 0.15% (our arithmetic). The June 30 Form 10-Q shows no repurchases in either the quarter or the half-year. In the same half-year the fund sold $43.4 million of Class I Units and $0.4 million of Class M Units (Form 10-Q).

We cannot say who tendered, or whether the July offer drew more. The Final Amendment for April was filed on July 31, 2026, 31 days after its June 30 price date; if July follows the same lag, its result would appear in early November (our arithmetic, not a filing date). Our Q3 2026 tender results page lists the April figure; it does not list the July offer, which had not reported.

Who owns the Units

The two holders in the 10-K table add to 181,682,064 Units, the same number as the Class I Units outstanding on February 27, 2026 (Form 8-K, March 3, 2026). The Schedule 13G filed February 18, 2026 shows the trustee with 32,839,191.073 Units before the 5-for-1 split, 90.91% of 36,123,110.178 on December 31, 2025. The 10-K risk factors say that holder “owns and may continue to own a meaningful percentage” of the Units and may buy more in the continuing private offering. Class I Units rose to 211,076,548 by August 14, 2026; the filings we read do not give the holder table after February 27.

What this means: a fund that reports an offer of 5% every quarter is, for now, mostly a vehicle for two institutional holders. The smaller accredited investors who buy Class M Units are a very small slice, about $0.56 million at the June 30 NAV (377,418 Units, our arithmetic). The tender mechanics, including the pro rata fallback, are written for everyone, but the filings do not show how a large holder would use them.

NAV: ten month-ends and the quarter-end dip

The fund completed a 5-for-1 forward split effective February 27, 2026. Class M NAV was $1.4934 at September 30, 2026. Aggregate NAV is net of debt; the filings state it “including” the debt figure, but the portfolio size is close to NAV plus debt (our reading).

The pattern is a dip in the last month of each quarter. NAV per Unit fell $0.0356 from February to March, $0.0182 from May to June and $0.0195 from August to September, and recovered by about $0.005 to $0.010 in the first month after. Those are the months in which the board declares the quarterly distribution, and the Form 10-Q balance sheet carries the declared amount as a liability ($5,008 thousand at June 30, 2026). Our reading is that the dip is the distribution going on the books, not a credit event; the filings do not say so directly, and the September 30 decline of 1.3% (our arithmetic) is smaller than the $0.0285 distribution announced on September 28.

For a holder deciding whether to tender, this matters in one way: the offer’s price date is December 31, the end of a quarter, so the price will be struck after the fourth-quarter distribution is declared, if the board follows the pattern.

The distribution is paid in cash or reinvested for holders in the plan. The $0.0285 is 7.6% a year on the September 30 NAV if repeated four times (our arithmetic), and it varies by quarter, from $0.0237 to $0.0364 in 2026. In the first half, net investment income was $11,767 thousand against $11,637 thousand of distributions, 101.1% coverage (our arithmetic; Form 10-Q).

Portfolio, leverage and fees

At September 30, 2026 the fund held $542.4 million of investments in 73 portfolio companies (Form 8-K): 95.6% first lien or unitranche loans, 2.8% CLO debt tranches and 1.6% opportunistic credit. The weighted average credit spread was 5.1%, median entry EBITDA $100.3 million, weighted average total net leverage at entry 6.0x and loan to value at entry 39.2%. Software was 23.9% of fair value, professional services 11.3% and health care providers and services 11.2%. Company count rose from 65 to 73 and portfolio size by $25.5 million in September (our arithmetic), while debt rose $1.0 million.

Debt was $225.0 million against aggregate NAV of $322.1 million at September 30, 2026, about 0.70 times (our arithmetic). At June 30 the Form 10-Q reported $214.0 million drawn on a $275.0 million NatWest credit facility at 2.10% over SOFR, an asset coverage ratio of 247.48% and no loans on non-accrual. On September 18, 2026 a new subsidiary signed a secured credit facility with Sumitomo Mitsui Banking Corporation as agent: $75,000,000 committed and $175,000,000 uncommitted (Form 8-K, September 24, 2026). For the first half, the Class I total return based on NAV was 2.13% (not annualized) and annualized total expenses were 7.65% of average net assets, which includes interest on the debt.

Compared with the Audax fund we cover, this fund shows less leverage and a lower management fee: see Audax Private Credit Fund, at 1.03 times debt to equity and a 1.25% management fee. Other private BDCs are on our non-traded BDC list. If the term is new, see what a BDC is.

Money in and out of the fund in 2026

The Forms 8-K we read report about $49.9 million of Unit sales from January through September 1, 2026, of which $49.4 million is Class I and $0.57 million Class M (our arithmetic). The first Form 8-K with an Item 3.02 after the July 1 sale is the October 1 filing; no sale was reported for August 1. Against that, the only filed tender result is $21,172.76.

Worked example (our arithmetic)

A holder with 100,000 Class I Units that has held them more than 12 months and tenders all of them would be paid at the December 31 NAV. At the September 30 NAV of $1.4933 that is $149,330, paid by note in January 2027 or later. If those Units were bought within the previous 12 months, the 2.00% Early Repurchase Fee takes $2,986.60, leaving $146,343.40. If the December 31 NAV is $0.0285 lower than September 30 (the size of the latest distribution), the same 100,000 Units are worth $146,480 before any fee. This is arithmetic on published numbers, not a forecast of the December 31 NAV.

If requests exceeded the 10,585,588 Units sought, for example 21,171,176 Units tendered (10% of Units), a pro rata purchase would fill about half of each request, except any 100-Unit holders who tender everything and are taken first. That is a hypothetical; no filing reports the amount tendered in July or October.

What a reader can do with this

• If you hold Class I or Class M Units and want out: the deadline is 11:59 p.m. Eastern on November 27, 2026, a Friday after a holiday. The Offer to Purchase asks for the signed letter of transmittal to be received by State Street, by mail or email, or by your financial adviser if you use their form, and says a late administrative error will not be corrected. Ask State Street for the estimated NAV of your Units, as the offer allows.
• If you tender: you stay a member until January 1, 2027, the price is the December 31 NAV, and the payment is a note, not cash on the day. Plan for cash in January or February 2027, and for up to 65 days after the deadline at the outside (our arithmetic: about January 31, 2027).
• If you have held under 12 months: the 2.00% fee comes off the proceeds.
• If you hold and do not tender: you keep your share of the distribution ($0.0285 declared September 28) and the October 31 NAV should follow in a Form 8-K around the end of November, if the usual pattern holds. The third-quarter Form 10-Q, with non-accruals at September 30, is due by about November 16, 2026 (45 days after quarter end, rolled to the next business day; our arithmetic).
• If you are comparing it: the fee load, leverage and exit terms are in the tables above; the key difference from a listed BDC is that you cannot sell on an exchange and the offer can be cancelled.
• Taxes: Section 10 of the Offer to Purchase calls the repurchase “a taxable event” and describes a case where it is treated as a dividend; ask a tax professional about your account.

FAQ

All figures are from SEC EDGAR filings of Partners Group Lending Fund, LLC (CIK 1938649) read on October 30, 2026: the Schedule TO-I and Offer to Purchase of October 29, 2026, the Schedules TO-I of April 28 and July 30, 2026, the Schedule TO-I/A (Final Amendment) of July 31, 2026, the Forms 8-K with NAV and unit sales from January 5 to October 29, 2026, the Form 8-K of September 24, 2026, the Forms 10-Q for March 31 and June 30, 2026, the Form 10-K for 2025, the Schedule 13G of February 18, 2026 and the EDGAR submissions index. Sums, changes, percentages, annualized distributions and the split-adjusted December 31, 2025 NAV are our arithmetic. This is analysis of public documents, not investment, legal or tax advice.