Vista Credit Strategic Lending Tender Offer: Closed, Result Due

What VCSL is

The fund lends to software companies. Its adviser describes three strategies: Sponsor Credit, senior loans to businesses owned by private-equity sponsors (69.8% of fair value at June 30, 2026); Founder Direct, loans to non-sponsored software companies (19.1%); and Syndicated Credit, participations in large first-lien loans (11.1%). At that date 95.1% of the portfolio was first-lien debt, 100% of the debt was floating rate, and the weighted average loan-to-value was 38.6%. It held 136 investments in 62 companies, up from 115 in 49 at December 31, 2025 (Form 10-Q, accession 0001193125-26-339655).

It is not a public product. The Forms 8-K that report each month's sales of shares say they are exempt under Section 4(a)(2) of the Securities Act and Regulation D or Regulation S, and that the company relied on each stockholder representing that it was an accredited investor or not a U.S. person. One ownership fact matters for a seller: VEP Group, LLC held 7,071,424.833 shares, 13.8%, at August 31, 2026, and the offer says none of the listed insiders intends to tender. Shares can be sold back only through the company's own tender offers; the cover letter says they “may be presented to the Company for repurchase only by tendering them during one of the Company’s announced tender offers.”

The offer that closed October 22, 2026

Three points sit under that table. First, the document warns that the value of tendered shares “will likely change between the most recent time net asset value was calculated and published and the Valuation Date” and that “such change could be material.” Here the change was small: $19.26 to a preliminary $19.44, +0.9% (our arithmetic). The preliminary number is the company's own estimate; the October 23 Form 8-K says the auditor has not audited, reviewed or performed procedures on it. Second, the fund can still cancel or postpone acceptance, and says it may “amend, suspend or terminate” the repurchase program at any time. Third, no decision to tender can be undone now unless the shares are not accepted by November 23, 2026.

Seven offers, one oversubscription

The price column is the NAV per share on the valuation date before any early repurchase deduction. The tendered-to-cap column and the 49.6% are our arithmetic from the final amendments (accessions 0000950123-25-003987, 0000950123-25-006852, 0001193125-25-258370, 0001193125-26-028895, 0001193125-26-192193 and 0001919369-26-000003).

Until this year requests were tiny: three offers in 2025 drew a combined 31,696 shares. Then the cap started to bind. In January holders asked for 46% of it, in April for 201%, and in July the request fell back to 36%, 82% fewer shares than in April (our arithmetic). The April amendment states that “for the first time since the Company's inception, total repurchase requests for the quarter exceeded the 5% of shares typically available for repurchase,” and that “each redeeming investor is estimated to receive approximately 50% of the Shares tendered, after disregarding fractions.” It added that net flows into the fund were “positive for Q1 2026 following a record $360 million of net inflows in Q4 2025” and that the 5% cap was “duration-matched” to the loans. Requests equalled 10.1% of the shares then outstanding (our arithmetic).

The rule for a seller is arithmetic, not opinion: when requests exceed the cap, a holder who is not an odd lot is filled at about the cap divided by total shares tendered. At April's 201.5% that was 49.6%. If the October number is near July's 36%, everyone is filled in full; if it is near April's, about half. The filing that settles it does not exist yet.

When the result should appear

Each final amendment has come 6 to 11 days after expiry: May 2, 2025; July 31, 2025; October 30, 2025; January 29, 2026; April 29, 2026; July 29, 2026. Cash went out on or about April 28, July 29 and October 29 of 2025 and on January 29, April 28 and July 29 of 2026. Counting from October 22, 2026, the same gaps point to a final Schedule TO-I/A between October 28 and November 2, 2026, with payment around the same days. That range is our inference from six prior filings, not a date the fund has announced, and the offer document leaves timing to when the NAV is “finalized.”

The Schedule TO-I was filed on the 24th of September, December, March and June for the last four quarters (December 23, 2025, March 24, 2026, June 24, 2026, September 24, 2026). If the pattern holds, the next offer would be filed around December 23, 2026. The adviser “expects that it will recommend to the Board that the Company purchase Shares from Stockholders quarterly,” and the Board is not required to. Our Q4 2026 deadline calendar tracks the other funds' dates, and the Q3 results table compares the results of 55 BDCs.

A price set before it was public

NAV fell 3.1% in the first half of 2026 (from $19.75 to $19.13) and has recovered 1.6% since June (our arithmetic). Each offer in the table above was priced at the NAV of the prior quarter-end, and the fund's 10-Q says it expects to run its offers that way, so the window closes before the price is published. In this offer the gap was one day: a holder deciding on the last day had $19.26 (August 31) in front of them, and the price turned out to be a preliminary $19.44. The loans behind the NAV are valued by the adviser “in conjunction with third-party valuation firms,” and the company states that the monthly NAVs in its Forms 8-K are management estimates on which Deloitte & Touche LLP has performed no audit or review. The company dismissed Ernst & Young LLP as auditor on March 13, 2026; the Form 8-K reports no disagreements and no reportable events, and the October 8-Ks name Deloitte.

Where the cash comes from

The offer lists the sources: “cash flow from operations, sale of assets, borrowings, return of capital to stockholders and/or offering proceeds,” and warns that payment “may require the Company to liquidate portfolio holdings earlier than the Adviser would otherwise have caused these holdings to be liquidated.”

The company reported a preliminary debt-to-equity ratio of 0.97x at September 30, 2026. Since June it has announced a $150,000,000 issue of 7.75% Series 2026A senior notes due October 2, 2028, with closing expected October 15, 2026, and in February it completed a $517.2 million asset-backed securitization. Net assets fell $23.9 million in the first half even though the share count rose by 310,502, mainly because total distributable earnings went from +$6.1 million to -$25.1 million; net unrealized depreciation on investments was $30.5 million over the six months.

Fresh money is small relative to the cap. Private placements finalized at $3,029,800 for July, $1,995,000 for August, $2,396,300 for September and $7,228,428 for October (371,804.601 Class I shares). The October figure is 14.5% of the $49,960,399 a full 5% would cost at $19.44 (our arithmetic). Whatever the tender needs beyond that has to come from loan repayments, borrowing or other sources the offer lists, and that is why leverage matters to the holders who stay.

Clean credit, tight coverage

Here is what the filings show about quality. The June 30 Form 10-Q states that “there were no debt investments on non-accrual status.” Internal ratings are 98.5% at level 2 (“performing as expected”) and 1.5% at level 1; none at 3 or 4, with a weighted average of 1.99. The adviser's April letter says 100% of investments were “performing at or above underwriting expectations and zero non-accruals,” and its July letter says that most of the book was deployed after 2024, “following the initial wave of LLM/GenAI releases.” Those are the company's statements, not an audit. Our private credit non-accruals page shows where other funds stand, and the Blue Owl Technology Income Corp. page shows a software lender whose holders tendered 40.4% of shares in one offer.

Income is the softer spot. In the second quarter net investment income was $19,628 thousand and distributions declared were $21,857 thousand, so earnings covered 89.8% of the payout (our arithmetic). The fund pays $0.15 per Class I share each month, $1.80 a year, which is 9.26% of a $19.44 NAV (our arithmetic); the company cited a distribution yield of about 10% for 2025. The September payment of $0.15 (Class S net $0.13654) was due on or about October 26, 2026. One more item from the file: on June 22, 2026 the SEC staff gave comments on the 2025 Form 10-K, one on the wording about non-accrual loans and one on expense-support accounting, and the company replied on July 30, 2026 that its non-accrual policy was consistent with U.S. GAAP and that it would expand the disclosure. Those are disclosure comments, not findings about any loan.

What the offer says about tax

The Offer to Purchase has a long tax section. In outline, and not as advice for any holder:

• Sale or dividend. A tender is generally treated as a sale of the shares, with capital gain or loss, if the holder tenders and sells all shares, meets the numerical safe harbors of Section 302(b), or the redemption is “not essentially equivalent to a dividend.” Otherwise the payment can be a Section 301 distribution, taxable as a dividend to the extent of earnings and profits. Proration makes this a live question: a holder who tenders everything but is only partly filled still owns shares afterwards.
• Wash sales. A loss on a sale is generally disallowed if substantially identical shares are acquired (including by reinvested distributions) within 30 days before or after the purchase date. See our wash-sale page for REITs, BDCs and interval funds.
• Timing. If the proceeds arrive after the end of the tax year in which the repurchase date falls, the offer expects gain to be recognized in the year the money is received unless the holder elects otherwise.
• Early repurchase deduction. It reduces the proceeds. In April it withheld $898,735 and in July $320,452 (our arithmetic from the amounts accepted and paid).
• Reporting. A loss of $2 million or more for an individual triggers the Form 8886 disclosure the offer describes. Report the sale on Form 8949 and Schedule D.
• Non-U.S. holders. The offer says a payment treated as a dividend can face 30% withholding and that the agent may withhold on the gross payment until sale treatment is established.

Everything above depends on a holder's own basis, holding period and share count. A CPA should run the numbers before filing.

If you hold VCSL

These are the checks the filings support, not a recommendation to sell or hold:

1. Look for the Acceptance Notice. The offer says each holder whose shares are accepted gets a written notice. Compare the number of shares accepted with the number tendered.
2. Check the price and the deduction. The price should equal the September 30 NAV, with up to 2% taken off shares under the holding-period test.
3. Re-read the withdrawal date. If no acceptance arrives, November 23, 2026 is the first day you may withdraw.
4. Know what a partial fill leaves. Shares not bought carry no priority into the next offer. The earlier table shows the fill ratio has ranged from 100% to 49.6%.
5. Watch the next filings. The final Schedule TO-I/A, the October NAV in the Form 8-K that follows month-end, and the next Schedule TO-I.
6. Keep the leverage in view. Asset coverage was 196.2% against a 150% floor, and the fund announced a $150 million note issue in the weeks it was running a tender.

FAQ

All figures are from the filings cited, read on EDGAR on October 26, 2026: the Schedule TO-I and Offer to Purchase of September 24, 2026; the final amendments of May 2, 2025 to July 29, 2026; the Form 10-Q for June 30, 2026; and the Forms 8-K of July 24, August 26, September 22, October 2, October 5 and October 23, 2026 and March 19, 2026, plus the correspondence of July 30, 2026. The ratios of tendered shares to the cap, the share of each request bought, the 36%, 82% and 14.5% comparisons, the debt-to-net-assets ratios, the earnings coverage, the 9.26% distribution rate, the deduction totals and the October 28 to November 2 and December 23, 2026 date ranges are our arithmetic or inference. This is analysis of public documents, not investment, legal or tax advice.