UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
|
Date of Report (Date of earliest event reported): April 21, 2026 |
Jefferies Credit Partners BDC Inc.
(Exact name of Registrant as Specified in Its Charter)
|
|
|
|
|
Maryland |
814-01684 |
92-1852483 |
(State or Other Jurisdiction
of Incorporation) |
(Commission File Number) |
(IRS Employer
Identification No.) |
|
|
|
|
|
520 Madison Avenue 12th Floor |
|
New York, New York |
|
10022 |
(Address of Principal Executive Offices) |
|
(Zip Code) |
|
Registrant’s Telephone Number, Including Area Code: (212) 284-3474 |
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
|
|
|
|
|
Title of each class
|
|
Trading
Symbol(s) |
|
Name of each exchange on which registered
|
N/A |
|
N/A |
|
N/A |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 3.02 Unregistered Sales of Equity Securities.
As of March 27, 2026, Jefferies Credit Partners BDC Inc., a Maryland corporation (the “Company”), sold unregistered shares of its Class I common stock, par value $0.001 per share (the “Shares”), based on the Company’s net asset value (“NAV”) per Share as of March 26, 2026, to a certain third-party investor, with the final number of Shares being determined on April 21, 2026. As of April 1, 2026, the Company also sold Shares, based on the Company’s NAV per Share as of March 31, 2026, to certain third-party investors, with the final number of Shares being determined on April 23, 2026. The offers and sales of the Shares were exempt from the registration provisions of the Securities Act of 1933, as amended (the “Securities Act”), pursuant to Section 4(a)(2) of the Securities Act, Regulation D thereunder, and/or Regulation S thereunder. The following table details the amount of Shares sold and consideration therefor:
|
|
|
|
|
|
|
|
|
|
|
|
|
Date of Unregistered Sale |
|
Amount of Shares |
|
|
NAV per Share |
|
|
Consideration |
|
As of March 27, 2026 (number of Shares finalized on April 21, 2026) |
|
|
7,312,125.384 |
|
|
$ |
14.35971 |
|
|
$ |
105,000,000 |
|
As of April 1, 2026 (number of Shares finalized on April 23, 2026) |
|
|
850,655.866 |
|
|
$ |
14.37683 |
|
|
$ |
12,229,735 |
|
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
|
|
|
|
|
|
|
|
|
|
|
|
Date: |
April 24, 2026 |
By: |
/s/ Ryan Schindele |
|
|
Name: Title: |
Ryan Schindele
Chief Financial Officer |