Nine of Seventeen Non-Traded BDC Tender Offers Were Prorated in the June Quarter; None Were a Year Earlier

Nine of seventeen readable non-traded business development company tender offer results for offers that expired April to June 2026 showed proration, compared with none of ten for the same quarter a year earlier, according to AltStreet's analysis of SEC filings published today in Private Credit Funds Are Rationing Exits. Eight funds still met every tender in full. The count covers the Schedule TO final amendments reviewed across the 70 non-traded BDCs AltStreet tracks, one event per offer, dated by the expiration each amendment states.

What the filings show

A non-traded BDC files a Schedule TO-I when it opens its quarterly tender offer, almost always for 5% of shares outstanding, and a final amendment under Rule 13e-4(c)(4) when it closes, stating shares validly tendered, shares accepted, the price and the amount paid. When tenders exceed the offer the fund generally allocates acceptances pro rata, subject to the offer's exceptions, and the amendment states the fraction. Where a fund filed two amendments for the same offer, the later one is counted.

The second half of 2025 gives the supporting history: none of the 26 readable results for offers that expired July to December 2025 showed proration. By the quarter the offer expired, readable results and the number prorated ran: 10 and 0 for April to June 2025; 12 and 0 for July to September 2025; 14 and 0 for October to December 2025; 17 and 5 for January to March 2026; 17 and 9 for April to June 2026; and, with results still arriving, 10 and 4 for July to September 2026. The September-quarter results filed so far include Blue Owl Technology Income at 12.8% and Blue Owl Credit Income at 29.8% (both expired September 30, filed October 26), Ares Strategic Income at 38.2% (September 18) and Monroe Capital Income Plus at 77.7% (August 31); Apollo, HPS and Blackstone have offers outstanding whose results will be filed in November and December.

Tender volumes rose sharply relative to the funds' stated offer sizes. HPS Corporate Lending Fund's tendered count went from 18,925,513 shares in the offer that expired December 2, 2025 to 45,605,292 and then 66,718,586 in the two that followed. Apollo Debt Solutions' went from 28,217,058 to 66,882,332 to 101,541,297. Blue Owl Credit Income's went from 108,153,110 to 463,820,625 in the offer that expired March 31, 2026, before easing to 341,389,461 by September 30. Later tenders may include shares previously submitted but not accepted; the filings do not identify how much demand comes from repeat submissions, so the volumes are tenders, not a count of investors seeking an exit.

The nine prorated results for offers that expired April to June 2026, each linked to its final amendment:

The pattern in AltStreet's data

The research piece carries every final amendment since January 2025 for the nine funds, with the accession number behind each row, Blue Owl Technology Income's 100%, 14.4%, 13.1%, 12.8% sequence as the sharpest case, and the interval-fund side from Form N-CSR repurchase notes (Carlyle Tactical Private Credit 31.9%, Franklin BSP Private Credit 22.9% and 29.4%, First Eagle Credit Opportunities 25.9% and 33.3%, BlackRock HPS Credit Strategies 32.9%). Read the full analysis.

Eight of the seventeen readable June-quarter results still bought every share tendered, and six of the ten September-quarter results so far, among them Barings Private Credit Corp., Fidelity Private Credit Fund, Silver Point Private Credit Fund and Ares Core Infrastructure Fund. The prorated group includes several large retail private-credit funds.

Why it matters

For a holder, each offer's fill rate is an outcome, not a fixed term, and it is what sets how quickly a position can be exited. As arithmetic only, assuming uniform proration and no applicable priority exceptions, a stockholder who tenders an entire position and submits every remaining share in each subsequent offer has exited about 51% after two offers at a constant 30% fill, 76% after four and 94% after eight; the un-accepted shares remain invested in between and may be submitted in a subsequent offer, at that later quarter's price, with acceptance and timing uncertain. At every one of the nine funds the per-share repurchase price was lower in the latest amendment than in the first of 2025, a comparison of prices that excludes the distributions paid in between.

What the filings do not show

The amendments state outcomes, not reasons: nothing in a Schedule TO-I/A says why stockholders tendered, and AltStreet has not inferred it. The counts cover the final amendments reviewed across AltStreet's tracked funds, not every BDC in existence, and between five and ten offers per quarter use an older format that states an amount paid without an accepted count; those are counted as offers but excluded from the rate. The BDCs report flows on Form 10-Q, which this story does not aggregate, so it says nothing about whether private credit as a sector is gaining or losing money.