--- title: "BCRED Fills 49.9% of Shares Tendered in Its Third-Quarter Offer, Its Second Prorated Quarter in a Row" url: https://altstreet.investments/news/bcred-q3-2026-tender-offer-prorated-49-88-percent-2026-11-02 kind: news-article updated: 2026-11-03 description: "BCRED accepted 90,421,325 of 181,287,647 shares tendered (49.88%) at $23.51 and paid $2.13B, after filling 48.5% in Q2 and 100% in the four offers before." publisher: AltStreet (https://altstreet.investments) license: Public factual pages may be read, quoted and cited with attribution and a link. Bulk redistribution is not permitted. --- # BCRED Fills 49.9% of Shares Tendered in Its Third-Quarter Offer, Its Second Prorated Quarter in a Row Blackstone Private Credit Fund bought 90.4 million of the 181.3 million shares tendered, 5% of shares outstanding, and paid $2.13 billion on October 28. It had bought every share tendered in the four offers before that, back to May 2025. By Michael E., Head of Research, AltStreet Research (https://altstreet.investments/authors/michael-e). Published November 3, 2026. Blackstone Private Credit Fund (BCRED), the non-traded business development company, accepted 90,421,325 of the 181,287,647 shares validly tendered in its third-quarter repurchase offer, 49.88%, according to the final amendment to its tender offer statement filed November 2, 2026. The accepted shares were 5% of shares outstanding at June 30, 2026, the offer's ceiling, bought pro rata at the September 30 net asset value of $23.51 per share. It is the second quarter in a row that BCRED has prorated, after four offers, back to May 2025, in which it bought every share tendered. Its next offer takes requests until December 1, 2026 and prices them at the December 31 net asset value, so a request made now is priced a month after the deadline. ## What the filings show The offer expired August 31, 2026. BCRED paid for the accepted shares through non-interest-bearing, non-transferable promissory notes, and under those notes paid tendering shareholders a total of $2,125,655,078 on or about October 28, 2026: the net asset value of the shares accepted, $2,125,805,358, less the early repurchase deduction where it applied. Shares that were not accepted stay with their holders. BCRED's own final amendments give the run of results: | Offer expired (final amendment filed) | Shares tendered | Shares accepted | Share of tendered accepted | Price per share (NAV) | Paid | | --- | --- | --- | --- | --- | --- | | May 30, 2025 (Aug 4, 2025) | 43,576,158 | All | 100% | $25.17 | $1,095,992,165 | | Aug 29, 2025 (Nov 3, 2025) | 31,791,045 | All | 100% | $24.97 | $793,653,421 | | Dec 2, 2025 (Feb 2, 2026) | 85,035,789 | All | 100% | $24.79 | $2,107,504,647 | | Mar 2, 2026 (May 1, 2026) | 133,689,552 | All | 100% | $24.19 | $3,232,786,367 | | May 29, 2026 (Aug 4, 2026) | 191,782,834 | 93,100,272 | 48.54% | $23.65 | $2,201,425,389 | | Aug 31, 2026 (Nov 2, 2026) | 181,287,647 | 90,421,325 | 49.88% | $23.51 | $2,125,655,078 | Source: BCRED's final Schedule TO-I/A amendments. Percentages are AltStreet's division of accepted by tendered shares. The March 2026 offer was enlarged to buy every share tendered. ## What BCRED has told investors BCRED offers to repurchase up to 5% of its shares each quarter, subject to board approval, and fills requests pro rata when they exceed that amount. In its June 4, 2026 letter to investors, filed with the second-quarter offer, the fund said it had filled 100% of first-quarter requests, with "Blackstone and employees investing alongside shareholders" (a footnote says Blackstone and senior employees invested in an existing BCRED feeder fund on the same terms as other investors, offsetting that feeder's repurchase requests), and that the board raised the cap above 5% to fill all requests at 7%. The September 3 letter, filed with the third-quarter offer, says that in the second quarter BCRED "fulfilled approximately half of the $4.5 billion requested for repurchase, leaving a backlog of $2.3 billion in unfulfilled requests, a significant portion of which were resubmitted in Q3," and that third-quarter requests were an estimated $4.3 billion, about 10% of shares outstanding. The final amendment's count fits that: 181,287,647 shares tendered against about 1.808 billion outstanding at June 30 is 10.0%. The fund estimated that shareholders will have received about 75% of their requested capital within about 90 days, on the assumption, stated in its footnote, that they requested repurchase of 100% of their shares in both the second and third quarters; the 90 days run from the second-quarter payment date to the estimated third-quarter payment date. On September 30 BCRED's board recommended that shareholders reject an unsolicited offer by Cox Capital Retail Secondaries Fund I, LP to buy Class I shares at $20.65, 12.5% below the August 31 Class I NAV of $23.60, for up to $20 million of shares; BCRED said it is not affiliated with Cox Capital. ## What the numbers add up to The 5% ceilings imply shares outstanding of about 1.862 billion at March 31 and 1.808 billion at June 30, and the new offer states 1,749,148,293 at September 30, a decline of about 6% in six months. The fund's letters attribute the difference between requests and inflows to a net outflow of about 3% of NAV in each of the last three quarters. The price paid per share moved from $25.17 to $23.51 across the six offers in the table; that is the NAV per share on each valuation date, before the distributions paid in between, and not a total return. BCRED's fourth-quarter offer, filed the same day, is for up to 87,457,414 shares, about 5% of shares outstanding at September 30, with a request deadline of December 1, 2026 and a price set at the December 31 NAV. Prorated requests are not carried forward; a holder who still wants to sell must tender again. AltStreet's research on non-traded BDC tender offers counts 14 prorated results among 30 readable ones for offers that expired April to June 2026, BCRED's among them. ## What the filings do not show The amendments report how many shares were tendered and accepted, not how many shareholders tendered or why. The dollar request figures and the 75% estimate are BCRED's own, from its letters. The fourth-quarter outcome will be in a later amendment. ## Key facts - Blackstone Private Credit Fund (BCRED) accepted 90,421,325 of 181,287,647 shares validly tendered in the offer that expired August 31, 2026, 49.88%, at $23.51 per share (final SC TO-I/A, November 2, 2026). - The fund paid tendering shareholders $2,125,655,078 on or about October 28, 2026 under non-interest-bearing promissory notes. - The prior offer (expired May 29, 2026) accepted 93,100,272 of 191,782,834 shares, 48.54%; the four offers before it accepted every share tendered. - Shares outstanding fell from about 1.862 billion (March 31, 2026) to 1,749,148,293 (September 30, 2026), as derived from the 5% offer sizes and stated in the new offer. - BCRED's fourth-quarter offer, for up to 87,457,414 shares (about 5%), runs to December 1, 2026 at the December 31 NAV. ## Sources - BCRED SC TO-I/A (final amendment, offer expired August 31, 2026), filed November 2, 2026: https://www.sec.gov/Archives/edgar/data/1803498/000121390026114678/ea0310150-01_sctoia.htm - BCRED SC TO-I/A (final amendment, offer expired May 29, 2026), filed August 4, 2026: https://www.sec.gov/Archives/edgar/data/1803498/000121390026084924/ea0300287-01_sctoia.htm - BCRED SC TO-I/A (final amendment, offer expired March 2, 2026), filed May 1, 2026: https://www.sec.gov/Archives/edgar/data/1803498/000121390026050688/ea0288145-01_sctoia.htm - BCRED letter to investors, September 3, 2026 (Exhibit (a)(1)(vii)): https://www.sec.gov/Archives/edgar/data/1803498/000121390026096935/ea0244647-03_ex99a1vii.htm - BCRED letter to investors, June 4, 2026 (Exhibit (a)(1)(vii)): https://www.sec.gov/Archives/edgar/data/1803498/000121390026065024/ea0292864-01_ex99a1vii.htm - BCRED Form 8-K, September 30, 2026 (board recommendation on the Cox Capital offer): https://www.sec.gov/Archives/edgar/data/1803498/000121390026105306/ea0306841-01_8k.htm - BCRED SC TO-I (fourth-quarter offer), filed November 2, 2026: https://www.sec.gov/Archives/edgar/data/1803498/000119312526442721/d178922dsctoi.htm - Prorated Tender Offers at Non-Traded BDCs: What SEC Filings Show at Blackstone, Blue Owl, Apollo and Others: https://altstreet.investments/research/private-credit-tender-offers-prorated ## SEC accession numbers - 0001213900-26-114678 - 0001213900-26-084924 - 0001213900-26-050688 - 0001213900-26-096935 - 0001213900-26-065024 - 0001213900-26-105306 - 0001193125-26-442721 --- Source page: https://altstreet.investments/news/bcred-q3-2026-tender-offer-prorated-49-88-percent-2026-11-02 Machine index: https://altstreet.investments/llms.txt AltStreet reads what platforms, funds and issuers file with the SEC and what they tell investors, and publishes the difference. Figures are as filed or as captured on the date stated; nothing here is investment advice.