Manulife Private Credit Fund 8-K

What Happened
Manulife Private Credit Fund (MPCF) announced on June 22, 2026 that it entered into an Agreement and Plan of Merger with John Hancock Comvest Private Income Fund (JHCPIF) and related parties. The transaction is a two-step merger: a Merger Sub will merge into MPCF (MPCF survives) and immediately thereafter MPCF will merge into JHCPIF (JHCPIF survives). Both MPCF and JHCPIF are business development companies (BDCs). The boards of trustees of both funds have approved the Merger Agreement and expect the Mergers to close in the third quarter of 2026, subject to shareholder approvals and customary closing conditions.

Key Details

• Date of agreement: June 22, 2026; outside drop-dead termination date if not closed by June 22, 2027.
• Consideration: MPCF common shares will convert into JHCPIF Class I common shares based on an Exchange Ratio equal to (MPCF Per Share NAV) ÷ (JHCPIF Per Share NAV), with NAVs calculated as of a mutually agreed Determination Date (no earlier than 48 hours before the Effective Time).
• Issuance timing: JHCPIF shares will be issued after a Final Determination Date; fractional shares will be paid in cash.
• Closing conditions include shareholder approvals, effectiveness of a registration statement/prospectus for JHCPIF shares, required regulatory approvals (including Hart-Scott-Rodino clearance), a tax opinion that the transaction qualifies as a Section 368(a) reorganization, accuracy of reps and warranties, and absence of any Material Adverse Effect. Fees and expenses of the transaction will be borne equally by the MPCF and JHCPIF advisers.

Why It Matters
This transaction would combine two externally managed BDCs into a single surviving fund (JHCPIF), changing the holder base and governance for MPCF shareholders who would receive JHCPIF Class I shares based on NAVs near closing. The final economic outcome for MPCF shareholders depends on the Exchange Ratio calculation (NAVs at the Determination Date), shareholder votes, regulatory clearances, and the tax opinion confirming reorganization treatment. Investors should watch for the forthcoming joint proxy statement and Form N-14 registration statement for full details and voting information.