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 , Head of Research· AltStreet Research· SEC filings (CIK 0001803498)
Headline card for BCRED Fills 49.9% of Shares Tendered in Its Third-Quarter Offer, Its Second Prorated Quarter in a Row

Key facts

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  1. 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).
  2. The fund paid tendering shareholders $2,125,655,078 on or about October 28, 2026 under non-interest-bearing promissory notes.
  3. 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.
  4. 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.
  5. BCRED's fourth-quarter offer, for up to 87,457,414 shares (about 5%), runs to December 1, 2026 at the December 31 NAV.

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 tenderedShares acceptedShare of tendered acceptedPrice per share (NAV)Paid
May 30, 2025 (Aug 4, 2025)43,576,158All100%$25.17$1,095,992,165
Aug 29, 2025 (Nov 3, 2025)31,791,045All100%$24.97$793,653,421
Dec 2, 2025 (Feb 2, 2026)85,035,789All100%$24.79$2,107,504,647
Mar 2, 2026 (May 1, 2026)133,689,552All100%$24.19$3,232,786,367
May 29, 2026 (Aug 4, 2026)191,782,83493,100,27248.54%$23.65$2,201,425,389
Aug 31, 2026 (Nov 2, 2026)181,287,64790,421,32549.88%$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.

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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.

Sources

  1. BCRED SC TO-I/A (final amendment, offer expired August 31, 2026), filed November 2, 2026 — SEC EDGAR
  2. BCRED SC TO-I/A (final amendment, offer expired May 29, 2026), filed August 4, 2026 — SEC EDGAR
  3. BCRED SC TO-I/A (final amendment, offer expired March 2, 2026), filed May 1, 2026 — SEC EDGAR
  4. BCRED letter to investors, September 3, 2026 (Exhibit (a)(1)(vii)) — SEC EDGAR
  5. BCRED letter to investors, June 4, 2026 (Exhibit (a)(1)(vii)) — SEC EDGAR
  6. BCRED Form 8-K, September 30, 2026 (board recommendation on the Cox Capital offer) — SEC EDGAR
  7. BCRED SC TO-I (fourth-quarter offer), filed November 2, 2026 — SEC EDGAR
  8. Prorated Tender Offers at Non-Traded BDCs: What SEC Filings Show at Blackstone, Blue Owl, Apollo and Others — AltStreet

This article was produced by AltStreet's filing-monitoring systems and reviewed by a human editor before publication. Figures sourced from SEC EDGAR filings are cited by accession number; platform-reported figures are unaudited. See our editorial policy and verification policy. Nothing here is investment advice.

Questions about this article, corrections, or additional information — including from the entities covered: [email protected]. Substantive responses from covered entities are added to articles per our editorial policy.

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