Jefferies Credit Partners BDC Sells Unregistered Class I & S Shares

What Happened Jefferies Credit Partners BDC Inc. filed an 8-K on September 2, 2026 reporting that, as of August 3, 2026 (with final share counts determined August 28, 2026), it sold unregistered Class I and Class S common shares to certain third‑party investors. The sales were exempt from registration under Section 4(a)(2) of the Securities Act and/or Regulation D and Regulation S. The filing was signed by Ryan Schindele, Chief Financial Officer.

Key Details

• Class I shares sold: 807,267.044 shares at NAV $14.30306 per share, for $11,546,389.
• Class S shares sold: 6,991.306 shares at NAV $14.30348 per share, for $100,000.
• Total proceeds from the sales: $11,646,389.
• Sale date (recorded): August 3, 2026; final share amounts determined August 28, 2026.

Why It Matters

• The company raised approximately $11.65 million through a private issuance of common shares, which provides additional capital to the BDC.
• Because these were newly issued shares, the transaction can increase the number of shares outstanding and may have a dilutive effect on existing shareholders’ ownership and on per‑share measures such as NAV (investors should check subsequent filings for updated share counts and NAV).
• The use of exemptions (Section 4(a)(2)/Reg D/Reg S) indicates the sales were private placements rather than public offerings, sold to specified investors rather than through a registered offering.