Manulife Private Credit Fund Acquired by John Hancock Comvest

What Happened

• Manulife Private Credit Fund (MPCF) was acquired by John Hancock Comvest Private Income Fund (JHCPIF) under a two-step merger that closed effective September 30, 2026. Merger Sub merged into MPCF (First Merger) and then MPCF merged into JHCPIF (Second Merger); MPCF’s separate existence ceased at the effective time.
• An Amendment (dated September 29, 2026) to the Merger Agreement was executed to change certain mechanics: fractional Acquiror Class I common shares will be issued in book-entry form (rounded to three decimal places) with no cash paid in lieu of fractional shares, and holders of book-entry MPCF shares will not need to deliver a letter of transmittal to receive merger consideration.
• The final number of JHCPIF Class I common shares each MPCF share receives (the Exchange Ratio) will be determined on a net-asset-value (NAV)-for-NAV basis after the parties’ advisers agree on closing NAVs (Final Determination Date). Actual issuance of the Acquiror shares will occur after that final NAV determination.

Key Details

• Closing date of the Merger: September 30, 2026; Amendment executed on September 29, 2026.
• Fractional Acquiror Class I Common Shares will be issued in book-entry form, aggregated per record holder and rounded to three decimal places; no cash in lieu for fractions under the Amendment.
• Investment advisory and service agreements between MPCF and its adviser were terminated immediately after the effective time of the Second Merger.
• All named executive officers and directors of MPCF ceased to hold those roles at the effective time of the First Merger (not due to any disagreement).
• The Dividend Committee declared a final cash dividend on MPCF common shares on September 29, 2026, payable to shareholders of record as of the Closing Date.

Why It Matters

• MPCF investors will receive JHCPIF Class I common shares based on a NAV-based exchange ratio; the precise ratio and timing of share delivery depend on the final NAV calculations agreed after closing.
• The Amendment’s issuance of fractional shares (book-entry, rounded to three decimals) changes how small fractional entitlements are handled versus the original cash-in-lieu approach, which affects how shareholders receive and hold their post-merger securities.
• Termination of MPCF’s advisory and service agreements and the cessation of MPCF as a separate entity are material governance and operational changes that end MPCF’s independent management and board structure.
• Investors should expect a final cash dividend payment and watch for the issuer’s communications about the Final Determination Date, exact Exchange Ratio, and timing of share credits to book-entry accounts.