Jefferies Credit Partners BDC Inc. Reports Unregistered Share Sales

What Happened

• Jefferies Credit Partners BDC Inc. filed an 8-K on July 28, 2026, reporting that it sold unregistered Class I and Class S common shares to third‑party investors in transactions based on net asset value (NAV) per share in late June and early July 2026. The sales raised a total of $36,723,262 and the final share counts were determined in July (July 22 and July 27, 2026).

Key Details

• Sales and consideration:
  • Class I Shares (as of June 30, 2026; finalized July 22, 2026): 1,748,155.172 shares at NAV $14.30079 per share for $25,000,000.
  • Class I Shares (as of July 1, 2026; finalized July 27, 2026): 795,139.504 shares at NAV $14.30348 per share for $11,373,262.
  • Class S Shares (as of July 1, 2026; finalized July 27, 2026): 24,468.851 shares at NAV $14.30390 per share for $350,000.
• The offers and sales were made without registration under the Securities Act using exemptions (Section 4(a)(2), Regulation D and/or Regulation S).
• The 8‑K was signed by Ryan Schindele, Chief Financial Officer, and filed July 28, 2026.

Why It Matters

• The company raised $36.72 million of capital through unregistered share sales, which can affect the company’s total outstanding shares and investors’ ownership percentages (dilution).
• These sales were priced using the Company’s NAV per share on the relevant dates, indicating the transactions were executed at NAV-based pricing rather than a public-market trading price.
• Retail investors should note the capital raise and updated share counts; the filing does not state how proceeds will be used.