Exhibit (a)(1)(ii)
Lord Abbett Private Credit Fund
c/o Lord Abbett Private Credit Advisor LLC
30 Hudson Street
Jersey City, New Jersey 07302
Offer to Purchase Up to 1,327,050.25
Common Shares of Beneficial Interest
Dated April 30, 2026
The Offer and Withdrawal Rights Will Expire
at
11:59 p.m., Eastern Time, on May 29, 2026
Unless the Offer is Extended
To the Shareholders of Lord Abbett Private Credit
Fund:
Subject to the terms and conditions
set forth in this offer to purchase (“Offer to Purchase”) and the related Letter of Transmittal (which together with
this Offer to Purchase and any amendments or supplements thereto constitutes the “Offer”), Lord Abbett Private Credit
Fund, a closed-end management investment company that has elected to be regulated as a business development company under the Investment
Company Act of 1940, as amended (the “1940 Act”), and is organized as a Delaware statutory trust (the “Company”),
is offering to purchase up to 1,327,050.25 of its outstanding common shares of beneficial interest, par value $0.01 per share (the “Shares”),
pursuant to tenders by shareholders of the Company (“Shareholders”) at a price equal to the net asset value per Share
as of June 30, 2026 or a later date determined by the Company if the Offer is extended (the “Valuation Date”). This
Offer is currently scheduled to expire at 11:59 p.m., Eastern Time, on May 29, 2026 (the “Expiration Date”), but the
Company may extend this date; if it does, the Valuation Date may be changed. This Offer is being made to all Shareholders of the Company
and is not conditioned on any minimum amount of Shares being tendered, but is subject to certain conditions described below. The Shares
are not traded on any established trading market.
Shareholders
should be aware that, if you tender Shares pursuant to the Offer, your tendered Shares will not be entitled to receive, with respect to
tendered Shares that are accepted for repurchase by the Company, any Company dividend or distribution with a record date occurring on
or after the date on which the Company accepts the Shares for repurchase.
Shareholders
should also realize that, while shareholders whose Shares are accepted for repurchase by the Company in the Offer will retain, with respect
to such repurchased Shares, all rights to inspect the books and records of the Company and to receive financial and other reports relating
to the Company until the payment is made for such repurchased Shares, such shareholders will not be shareholders of the Company, with
respect to such repurchased Shares, and will have no other rights (including, without limitation, any voting rights) under the Company’s
declaration of trust, with respect to such repurchased Shares, from and after the date of acceptance of their Shares for repurchase by
the Company.
Shareholders should also realize
that the value of the Shares tendered in this Offer will likely change between the most recent time that net asset value was calculated
and communicated to them and the Valuation Date (the relevant date for determining the value of the Shares tendered to the Company for
purposes of calculating the purchase price of such Shares) and such change could be material. The net asset value per Share as of February
28, 2026 was $24.90.
Shareholders desiring to tender
all or any portion of their Shares in accordance with the terms of the Offer should complete and sign the attached Letter of Transmittal
and mail or overnight deliver it to the Company’s transfer agent, State Street Bank and Trust Company (the “Transfer Agent”),
in the manner provided for in the Letter of Transmittal and set forth in Section 4 “Procedure for Tenders” below or request
that your broker, dealer, commercial bank, trust company or other nominee effect the tender for you. If you hold Shares registered in
the name of a broker, dealer, commercial bank, trust company or other nominee, you must contact that institution in order to tender your
Shares.
IMPORTANT
The Company makes no recommendation
to any Shareholder as to whether to tender or refrain from tendering Shares. Shareholders must make their own decisions whether to tender
Shares and, if so, the portion of their Shares to tender.
Because each Shareholder’s
investment decision is a personal one, based on its financial circumstances, no person has been authorized to make any recommendation
on behalf of the Company as to whether Shareholders should tender Shares pursuant to the Offer. No person has been authorized to give
any information or to make any representations in connection with the Offer other than those contained herein or in the Letter of Transmittal.
If given or made, such recommendation and such information and representations must not be relied on as having been authorized by the
Company.
This transaction has not
been approved or disapproved by the Securities and Exchange Commission or the Commodity Futures Trading Commission nor has the Securities
and Exchange Commission, the Commodity Futures Trading Commission, or any state securities commission passed on the fairness or merits
of such transaction or on the accuracy or adequacy of the information contained in this document. Any representation to the contrary is
unlawful.
The Offer is not being
made to (nor will tenders be accepted from or on behalf of) holders of Shares in any jurisdiction in which the making of the Offer or
the acceptance thereof would not be in compliance with the securities, blue sky or other laws of such jurisdictions. The Company is not
aware of any jurisdiction in which the Offer or tenders pursuant thereto would not be in compliance with the laws of such jurisdiction.
However, the Company reserves the right to exclude Shareholders from the Offer in any jurisdiction in which it is asserted that the Offer
cannot lawfully be made. The Company believes such exclusion is permissible under applicable laws and regulations, provided the Company
makes a good faith effort to comply with any state law deemed applicable to the Offer.
Questions and requests for
assistance and requests for additional copies of the Offer may be directed to the Company at 877-548-6353 and to the Transfer Agent at:
Lord Abbett Private Credit Fund
c/o State Street Bank and Trust Company
Attention: Transfer Agency
1776 Heritage Drive, Mailstop JAB0340
North Quincy, MA 02171
Tel: 877-548-6353
TABLE OF CONTENTS
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Summary Term Sheet |
1 |
| |
1. |
Background and Purpose of the Offer |
2 |
| |
2. |
Offer to Purchase and Price |
3 |
| |
3. |
Amount of Tender |
3 |
| |
4. |
Procedure for Tenders |
3 |
| |
5. |
Withdrawal Rights |
4 |
| |
6. |
Purchases and Payment |
5 |
| |
7. |
Certain Conditions of the Offer |
5 |
| |
8. |
Certain Information About the Company |
6 |
| |
9. |
Full Tender by DRIP Participants |
7 |
| |
10. |
Certain Federal Income Tax Consequences |
7 |
| |
11. |
Miscellaneous |
10 |
| |
Financial Statements |
11 |
SUMMARY TERM SHEET
This is a summary of the features of the Offer.
To understand the Offer fully and for a more complete discussion of the terms and conditions of the Offer, you should read carefully this
entire Offer to Purchase and the related Letter of Transmittal.
| • | As
disclosed in the Company’s public filings made with the Securities and Exchange Commission
(the “SEC”) under the Securities Exchange Act of 1934, as amended (the
“Exchange Act”), the Company may from time to time offer to repurchase
a portion of its outstanding Shares pursuant to written tenders by Shareholders. Accordingly,
the Company is offering to purchase up to 1,327,050.25 Shares at a price per Share equal
to their net asset value per Share (that is, the value of the Company’s total assets
minus its total liabilities, divided by outstanding Shares) determined as of June 30, 2026
or such later date as may be determined by the Company if the Offer is extended (the “Valuation
Date”). The Shares subject to the Offer represent approximately 5% of the outstanding
Shares as of May 29, 2026. The Offer, which begins on April 30, 2026, will remain open until
11:59 p.m., Eastern Time, on May 29, 2026 (the “Expiration Date”). The
Company reserves the right to adjust the Valuation Date to correspond to any extension of
the Offer. |
| | | |
| • | Shareholders
may tender all or a portion of their Shares. |
| | | |
| • | If
a Shareholder tenders Shares and the Company purchases those Shares, the Company will effect
payment for those Shares in cash promptly after the Expiration Date, after the net asset
value per Share as of the Valuation Date is finalized. |
| | | |
| • | The
Company does not expect to impose any charges on repurchases of Shares in the Company. |
| | | |
| • | If
you tender only a portion of your Shares, you must maintain a minimum account balance of
at least $2,500 based on the Valuation Date net asset value per Share. The Company reserves
the right to purchase all your Shares in the Company if you tender less than all of your
Shares and the number of Shares you tender would cause your account in the Company to have
a value lower than the required minimum balance. The Offer is being made to all Shareholders
and is not conditioned on any minimum amount of Shares being tendered. |
| | | |
| • | If
you are a participant in the Company’s dividend
reinvestment plan (“DRIP”), in the event that you elect to tender
your Shares in full and all or any portion of such tender is accepted by the Company, your
participation in the DRIP will be automatically terminated as of the applicable Expiration
Date, and any distributions due but not yet paid as of such date will be paid in cash on
the scheduled distribution payment date. |
| | | |
| • | If
the Company accepts the tender of any of your Shares, your proceeds will be funded from one
or more of the following sources: cash on hand (including cash received from investments
in the Company), borrowings and/or proceeds from the sale of portfolio holdings. |
| | | |
| • | Additional
repurchases will be made at such times and on such terms as may be determined by the Board
of Trustees of the Company (the “Board”). Lord Abbett Private Credit Advisor
LLC, the Company’s investment adviser (the “Adviser”), expects that
it will generally recommend to the Board that the Company offer to repurchase a portion of
its outstanding Shares four times each year, but the Company is not required to make any
such offer. |
| • | Following
this summary is a formal notice of the Offer, which remains open until the Expiration Date,
unless extended. If you elect to tender your Shares, you have the right to change your mind
and withdraw your tendered Shares at any time until the Expiration Date or, if such tendered
Shares have not been accepted by the Company, at any time on or after June 29, 2026 (which
is 40 business days after commencement of the Offer). If you would like to tender your Shares,
you must complete the Letter of Transmittal enclosed with the Offer to Purchase, and return
it as instructed in the Letter of Transmittal either (i) to the Transfer Agent, Attention:
Lord Abbett Private Credit Fund, by (a) regular mail at 1776 Heritage Drive, Mailstop
JAB0340, North Quincy, MA 02171 or (b) overnight delivery at 1776 Heritage Drive,
Mailstop JAB0340, North Quincy, MA 02171; or
(ii) by requesting that your broker, dealer, commercial bank, trust company or other nominee
effect the tender for you. Your properly completed mailed Letter of Transmittal must be received
prior to the Expiration Date. If you decide to tender, it is your responsibility to, and
the Company strongly recommends that you do, confirm receipt of your Letter of Transmittal
by calling 877-548-6353, Monday through Friday,
except holidays, during normal business hours of 9:00 a.m. to 6:00 p.m. (Eastern Time). All
Shareholders tendering Shares should carefully review their Letter of Transmittal and follow
the delivery instructions therein. |
| | | |
| • | In all cases, payment for Shares tendered
and accepted for payment pursuant to the Offer will be made only after timely receipt by
the Transfer Agent, as specified in the Letter of Transmittal, of a properly completed and
duly executed Letter of Transmittal and any other documents required by the Letter of Transmittal. |
| | | |
| • | The value of your Shares will likely change
between the most recent time that the net asset value was calculated and communicated to
you and the Valuation Date (the date when the value of your investment will be determined
for purposes of calculating the purchase price of your Shares). |
| | | |
| • | Please note that just as you have the right
to withdraw your tender of Shares, the Company has the right to cancel, amend or postpone
this offer at any time on or before the Expiration Date. |
| | | |
| • | Shareholders
should be aware that, if they tender Shares pursuant to the Offer, they will not be entitled
to receive, with respect to tendered Shares that are accepted for repurchase by the Company,
any Company dividends or distributions with a record date occurring on or after the date
on which the Company accepts the Shares for repurchase. |
| | | |
| • | Shareholders
whose Shares are accepted for repurchase by the Company in the Offer will retain, with respect
to such repurchased Shares, all rights to inspect the books and records of the Company and
to receive financial and other reports relating to the Company until the payment is made
for such repurchased Shares. However, such shareholders will not be shareholders of the Company,
with respect to such repurchased Shares, and will have no other rights (including, without
limitation, any voting rights) under the Company’s declaration of trust, with respect
to such repurchased Shares, from and after the date of acceptance of their Shares for repurchase
by the Company. |
1.
Background and Purpose of the Offer. The purpose of the
Offer is to provide liquidity to Shareholders. Because there is no secondary trading market for the Shares, the Board has determined,
after consideration of various matters, that the Offer is in the best interests of Shareholders in order to provide liquidity for Shares.
The Board intends to consider the continued desirability of the Company making an offer to purchase Shares four times each year, but the
Company is not required to make any such offer.
The purchase of Shares pursuant
to the Offer will have the effect of increasing the proportionate interest in the Company of Shareholders who do not tender Shares. Shareholders
who retain their Shares may be subject to increased risks that may possibly result from the reduction in the Company’s aggregate
assets resulting from payment for the Shares tendered. These risks include the potential for greater volatility due to decreased diversification.
A reduction in the aggregate assets of the Company may result in Shareholders who do not tender Shares bearing higher costs to the extent
that certain expenses borne by the Company are relatively fixed and may not decrease if assets decline. These effects may be reduced or
eliminated to the extent that additional purchases of Shares are made by new and existing investors from time to time, although there
can be no assurances that such new or additional purchases will occur.
Shares that are tendered
to the Company in connection with the Offer, if accepted for repurchase, will be repurchased, resulting in a change in the income ratio
and an increase in the expense ratios of Shares owned by Shareholders remaining in the Company (assuming no further issuances of Shares).
2.
Offer to Purchase and Price. The Company will purchase,
upon the terms and subject to the conditions of the Offer, up to 1,327,050.25 of those outstanding Shares that are properly tendered by,
and not withdrawn (in accordance with Section 5 “Withdrawal Rights” below) before, the Expiration Date.
The Company reserves the
right to extend, amend or cancel the Offer as described in Sections 3 and 7 below. The purchase price of a Share tendered will be its
net asset value per Share as of the Valuation Date, payable as set forth in Section 6. The Company reserves the right to adjust the Valuation
Date to correspond with any extension of the Offer.
As of the close of business
on February 28, 2026, there were approximately 26,541,004.97 Shares issued and outstanding, with a net asset value per Share of $24.90.
The value of the Shares tendered by Shareholders likely will change between the most recent time net asset value per Share was calculated
and communicated to you and the Valuation Date.
3.
Amount of Tender. Subject to the limitations set forth below,
Shareholders may tender all or a portion of their Shares. If you tender only a portion of your Shares, you must maintain a minimum account
balance of at least $2,500 based on the Valuation Date net asset value per Share. The Company reserves the right to purchase all your
Shares in the Company if you tender less than all of your Shares and the number of Shares you tender would cause your account in the Company
to have a value lower than the required minimum balance. The Offer is being made to all Shareholders and is not conditioned on any minimum
amount of Shares being tendered.
If less than 1,327,050.25
Shares are properly tendered pursuant to the Offer and not withdrawn, the Company will, on the terms and subject to the conditions of
the Offer, purchase all of the Shares so tendered unless the Company elects to cancel or amend the Offer, or postpone acceptance of tenders
made pursuant to the Offer, as provided in Section 7 “Certain Conditions of the Offer” below. If more than 1,327,050.25 Shares
are duly tendered to the Company before the expiration of the Offer and not properly withdrawn, pursuant to Section 5 “Withdrawal
Rights” below, the Company will accept Shares tendered on or before the Expiration Date for payment on a pro rata basis based on
the number of tendered Shares; provided that the Company reserves the right in its sole discretion to purchase additional outstanding
Shares representing up to 2.0% of the Company’s outstanding Shares without amending or extending the Offer as permitted by Rule
13e-4(f)(1) of the Exchange Act. The unaccepted portion of any tender of Shares made by a Shareholder pursuant to this Offer shall not
be automatically carried forward or given priority in connection with any future tender offer made by the Company, but any Shareholder
that wishes to have the Company repurchase Shares that were not accepted for repurchase in connection with this Offer may again tender
those Shares in connection with, and subject to the terms and conditions of, any future tender offer made by the Company.
4.
Procedure for Tenders.
Proper Tenders of Shares. You
may tender your Shares in the Offer by delivering (by mail or overnight delivery) a properly completed and duly executed Letter of
Transmittal together with any other required documents, in accordance with the instructions included in the Letter of Transmittal. The
completed and executed Letter of Transmittal must be received in good order by the Transfer Agent, as specified in such Letter of
Transmittal, prior to 11:59 p.m. Eastern Time, on the Expiration Date. All Shareholders tendering Shares should carefully
review their Letter of Transmittal and follow the delivery instructions therein.
Method
of Delivery. In all cases, payment for Shares tendered and accepted for payment pursuant to the Offer will be made only
after timely receipt by the Transfer Agent of a properly completed and duly executed Letter of Transmittal and any other documents
required by the Letter of Transmittal.
If
delivery is by mail, then registered mail with return receipt requested, properly insured, is recommended. The method of delivery of any
documents is at the election and complete risk of the Shareholder tendering Shares, including, but not limited to, the failure to receive
any Letter of Transmittal or other document.
In all cases, sufficient
time should be allowed to ensure timely delivery. All questions as to the validity, form, eligibility (including time of receipt) and
acceptance of tenders will be determined by the Company, in its sole discretion, and its determination shall be final and binding.
If you decide to tender,
it is your responsibility to, and the Company strongly recommends that you do, confirm receipt of your Letter of Transmittal by calling
877-548-6353, Monday through Friday, except holidays, during normal business hours of 9:00
a.m. to 6:00 p.m. (Eastern Time).
The Company reserves the
absolute right to reject any or all tenders (i) determined by it not to be received timely or in appropriate form or (ii) for
which the acceptance of, or payment for, would, in the opinion of counsel for the Company, be unlawful. The Company also reserves
the absolute right to waive any of the conditions of the Offer or any defect in any tender with respect to any particular Shares or any
particular Shareholder (including, without limitation, the conditions relating to the dates on which Shares must be tendered or withdrawn),
and the Company’s interpretation of the terms and conditions of the Offer will be final and binding. Unless waived, any defects
or irregularities in connection with tenders must be cured within such time as the Company shall determine. Tenders will not be deemed
to have been made until the defects or irregularities have been cured or waived. None of the Company, the Board, the Adviser, or any of
their agents is obligated to give notice of any defects or irregularities in tenders, nor shall any of them incur any liability for failure
to give such notice.
By
submitting a Letter of Transmittal, and in accordance with the terms and conditions of the Offer, a tendering Shareholder shall be deemed
to represent and warrant that: (a) the tendering Shareholder has full power and authority to tender, sell, assign and transfer the tendered
Shares (and any and all dividends, distributions, other Shares or other securities or rights declared, paid or distributed in respect
of such Shares that are declared, paid or distributed in respect of a record date occurring on or after the date on which the Company
accepts the Shares for repurchase (collectively, “Distributions”)); (b) when and to the extent the Company accepts
the Shares for purchase, the Company will acquire good, marketable and unencumbered title thereto and to all Distributions, free and clear
of all liens, restrictions, charges, proxies, encumbrances or other obligations relating to their sale or transfer, and not subject to
any adverse claim; (c) on request, the tendering Shareholder will execute and deliver any additional documents deemed by the Transfer
Agent or the Company to be necessary or desirable to complete the sale, assignment and transfer of the tendered Shares (and all Distributions);
and (d) the tendering Shareholder has read and agreed to all of the terms of the Offer, including this Offer to Purchase and the Letter
of Transmittal.
IF YOU WANT TO TENDER ALL
OR A PORTION OF YOUR SHARES, YOU MUST DELIVER THE LETTER OF TRANSMITTAL AND OTHER REQUIRED DOCUMENTS IN ACCORDANCE WITH THE INSTRUCTIONS
IN THE LETTER OF TRANSMITTAL. ANY DOCUMENTS DELIVERED TO US OR ANY OTHER PERSON WILL NOT BE FORWARDED TO THE TRANSFER AGENT AND WILL NOT
BE DEEMED TO BE PROPERLY TENDERED.
Return of Unpurchased
Shares. If any tendered Shares are not purchased or are properly withdrawn on or prior to the Expiration Date, such
Shares will be returned to the tendering Shareholder promptly after the expiration or termination of the Offer or the proper withdrawal
of the Shares, without expense to the Shareholder.
5.
Withdrawal Rights. Any Shareholder tendering Shares pursuant
to this Offer may withdraw tendered Shares at any time until the Expiration Date or, if the Company has not accepted such tendered Shares,
on or after June 29, 2026 (which is 40 business days from the date of commencement of the Offer). A form to use to give notice of withdrawal
(the “Notice of Withdrawal”) is available upon request, free of charge, by contacting the Company at 877-548-6353.
Any such request should be made a sufficient time ahead of the Expiration Date to ensure timely delivery. To be effective, any notice
of withdrawal must be timely received, in good order, by the Transfer Agent as specified in the instructions to the Notice of Withdrawal.
If you tendered your Shares through your broker, dealer, commercial bank, trust company or other nominee, you must instruct the broker,
dealer, commercial bank, trust company or other nominee to arrange for the withdrawal of your Shares. All questions as to the form and
validity (including time of receipt) of notices of withdrawal will be determined by the Company, in its sole discretion, and such determination
shall be final and binding. Shares properly withdrawn shall not thereafter be deemed to be tendered for purposes of the Offer. However,
withdrawn Shares may be re-tendered until the Expiration Date by following the procedures for tenders described above. Once the Company
accepts your tendered Shares, upon expiration of the Offer, you will no longer be able to withdraw them other than as set forth above.
6.
Purchases and Payment. For purposes of the Offer, the Company
will be deemed to have accepted Shares that are tendered if and when it gives written notice to the tendering Shareholder of its election
to purchase such Shares. The Company generally expects the acceptance date for any Shares accepted for repurchase in its quarterly tender
offers to be the first business day following the applicable valuation date. Shareholders should refer to any written notice of acceptance
received from or on behalf of the Company for confirmation of the date of acceptance.
If your Shares are accepted
for payment, the Company will effect payment for those Shares in cash promptly by check, ACH or wire transfer after the Expiration Date,
after the net asset value per Share as of the Valuation Date is finalized.
In all cases, payment for
any Shares tendered and accepted for payment pursuant to the Offer will be made only after timely receipt by the Transfer Agent, as specified
in the instructions included in the Shareholder’s Letter of Transmittal, of (a) the Letter of Transmittal, properly completed and
duly executed, and (b) any other documents required by the Letter of Transmittal. See Section 4 — “Procedure for Tenders.”
If any tendered Shares are
not accepted for purchase for any reason pursuant to the terms and conditions of the Offer, such Shares will be returned or credited to
the appropriate account, as applicable. Such unpurchased Shares will be returned or credited without expense to the tendering Shareholder
promptly following expiration or termination of the Offer.
The Company does not expect
to impose any charges on repurchases of Shares in the Company.
Shareholders
whose Shares are accepted for repurchase by the Company in the Offer will retain, with respect to such repurchased Shares, all rights
to inspect the books and records of the Company and to receive financial and other reports relating to the Company until the payment is
made for such repurchased Shares. However, such shareholders will not be shareholders of the Company, with respect to such repurchased
Shares, and will have no other rights (including, without limitation, any voting rights) under the Company’s declaration of trust,
with respect to such repurchased Shares, from and after the date of acceptance of their Shares for repurchase by the Company.
A Shareholder who tenders
some but not all of such Shareholder’s Shares for repurchase will be required to maintain a minimum account balance of $2,500 in
the Company based on the Valuation Date net asset value per Share. Such minimum account balance requirement may be waived by the Company,
in its sole discretion. The Company reserves the right to purchase all your Shares in the Company if you tender less than all of your
Shares and the number of Shares you tender would cause your account in the Company to have a value lower than the required minimum balance.
The Company expects that the
purchase price for Shares acquired pursuant to the Offer to Purchase will be derived from cash on hand (including cash received from investments
in the Company), borrowings and/or proceeds from the sale of portfolio holdings. Payment for repurchased Shares may require the Company
to liquidate portfolio holdings earlier than the Adviser would otherwise have caused these holdings to be liquidated, potentially resulting
in losses, and may increase our investment-related expenses as a result of higher portfolio turnover rates.
7.
Certain Conditions of the Offer. The Company reserves the
right, at any time and from time to time, to extend the period of time during which the Offer is pending by notifying Shareholders of
such extension. If the Company elects to extend the tender period, the Valuation Date may occur after June 30, 2026 and in that case,
for purposes of determining the purchase price for tendered Shares, the net asset value of such Shares will be determined at a later date.
During any such extension, all Shares previously tendered and not withdrawn will remain subject to the Offer. The Company also reserves
the right, at any time and from time to time, up to and including acceptance of tenders pursuant to the Offer, to: (a) cancel the Offer
and in the event of such cancellation, not to purchase or pay for any Shares tendered pursuant to the Offer; (b) amend the Offer; or (c)
postpone the acceptance of Shares tendered. If the Company determines to amend the Offer or to postpone the acceptance of Shares tendered,
it will, to the extent necessary, extend the period of time during which the Offer is open as provided above and will promptly notify
Shareholders.
Please note that just as you
have the opportunity to withdraw Shares that you have tendered under certain circumstances, the Company has the right to cancel, amend
or postpone the Offer at any time before accepting tendered Shares. The Company may cancel the Offer, amend the Offer or postpone the
acceptance of tenders made pursuant to the Offer if: (a) the Company would not be able to liquidate portfolio securities in a manner that
is orderly and consistent with the Company’s investment objectives and policies in order to purchase Shares tendered pursuant to
the Offer; (b) there is, in the Board’s judgment, any (i) legal action or proceeding instituted or threatened challenging the Offer
or that otherwise would have a material adverse effect on the Company, (ii) declaration of a banking moratorium by federal or state authorities
or any suspension of payment by banks in the United States or New York State that is material to the Company, (iii) limitation imposed
by federal or state authorities on the extension of credit by lending institutions, (iv) suspension of trading on any organized exchange
or over-the-counter market where the Company has a material investment, (v) commencement of war, armed hostilities or other international
or national calamity directly or indirectly involving the United States that is material to the Company, (vi) material decrease in the
net asset value of the Company from the net asset value of the Company as of the commencement of the Offer, or (vii) other event or condition
that would have a material adverse effect on the Company or its Shareholders if Shares tendered pursuant to the Offer were purchased;
or (c) the trustees of the Company who are not “interested persons” (as defined in the 1940 Act) of the Company determine
that it is not in the best interest of the Company to purchase Shares pursuant to the Offer. However, there can be no assurance that the
Company will exercise its right to extend, amend or cancel the Offer or to postpone acceptance of tenders pursuant to the Offer.
8.
Certain Information About the Company. The Company is a
closed-end management investment company that has elected to be regulated as a business development company under the 1940 Act and is
organized as a Delaware statutory trust. The principal executive office of the Company is located at 30 Hudson Street, Jersey City, New
Jersey 07302, and the telephone number is (888) 522-2388. The Shares are not traded on any established trading market.
Except as previously disclosed
by the Company, including in its most recently filed annual report on Form 10-K and/or quarterly report on Form 10-Q, the Company does
not have any plans or proposals that relate to or would result in: (a) the acquisition by any person of additional Shares (other than
the Company’s intention to accept purchases of Shares from time to time in its continuous private offering as well as Shares issued
through the DRIP) or the disposition of Shares (other than through periodic purchase offers); (b) an extraordinary transaction, such as
a merger, reorganization or liquidation, involving the Company; (c) any material change in the present distribution policy or indebtedness
or capitalization of the Company (other than pursuant to borrowing arrangements made in the ordinary course of business); (d) any change
in the identity of the investment adviser or trustees of the Company, or in the management of the Company including, but not limited to,
any plans or proposals to change the number or the term of the trustees, to change any material term of the investment advisory arrangements
with the Adviser; (e) a sale or transfer of a material amount of assets of the Company (other than as the trustees determine may be necessary
or appropriate to fund any portion of the purchase price for Shares acquired pursuant to this Offer to Purchase or in connection with
the ordinary portfolio transactions of the Company); (f) any other material change in the Company’s structure or business; or (g)
any changes in the Company’s organizational documents or other actions that may impede the acquisition of control of the Company
by any person.
Except as previously disclosed
in the Company’s filings with the SEC, the Company does not know of any contract, agreement, arrangement, or understanding, whether
contingent or otherwise or whether or not legally enforceable, between (i) the Company, any of the Company’s executive officers
or trustees, any person controlling the Company, or any executive officer or director of any corporation ultimately in control of the
Company and (ii) any other person with respect to any securities of the Company (including any contract, agreement, arrangement, or understanding
concerning the transfer or the voting of any such securities, joint ventures, loan or option arrangements, puts or calls, guarantees of
loans, guarantees against loss, or the giving or withholding of proxies, consents or authorizations).
Based on the number of Shares
outstanding as of February 28, 2026, the following persons (the named individuals being the trustees and executive officers of the Company)
own the number of Shares indicated in the below table (based on beneficial ownership as defined under Exchange Act Rule 13d-3):
| |
Person |
Shares |
|
Percentage
of the
Company’s
Outstanding Shares |
| |
Stephan Kuppenheimer |
21,912.04 |
|
* |
| |
Steven Rocco |
— |
|
— |
| |
Sharon French |
— |
|
— |
| |
John Shaffer |
19,809.83 |
|
* |
| |
Lisa Shalett |
— |
|
— |
| |
Jennifer Karam |
— |
|
— |
| |
Salvatore Dona |
1,988.86 |
|
* |
| |
Vincent Lu |
19,841.27 |
|
* |
| |
Mary Ann Picciotto |
— |
|
— |
| |
Randolph A. Stuzin |
— |
|
— |
| |
All Trustees and officers as a group (10 persons) |
63,552.00 |
|
* |
Based on information available to the
Company, none of the persons listed above intends to tender any of their Shares in the Offer.
Reference is made to Section
8 “Certain Information About the Company” of the Offer to Repurchase, which is incorporated herein by reference. During the
past sixty (60) days, the Company has issued to the Adviser, Trustees and officers of the Company an aggregate of approximately 379.12
Shares, including the net impact of Shares issued pursuant to the Company’s dividend reinvestment plan, for net proceeds of approximately
$9,515.97 to the Adviser, any Trustee or officer of the Company, or any person controlling the Company or the Adviser. Except as previously
disclosed in the Company’s filings with the SEC in connection with the Company’s private continuous offering of Shares, there
have been no other transactions in Shares effected during the past sixty (60) days by the Company, the Adviser, or any Trustee or officer
of the Company, or any person controlling the Company or the Adviser.
9.
Full Tender by DRIP Participants. If you are a participant
in the DRIP, in the event you elect to tender your Shares in full and all or any portion of such tender is accepted by the Company, your
participation in the DRIP will be automatically terminated as of the applicable Expiration Date, and any distributions due but not yet
paid as of such date will be paid in cash on the scheduled distribution payment date.
10.
Certain Federal Income Tax Consequences. The following discussion
is a general summary of the U.S. federal income tax consequences of the purchase of Shares by the Company from Shareholders pursuant to
the Offer. This summary is based on U.S. federal income tax law as of the date hereof, including the Internal Revenue Code of 1986, as
amended (the “Code”), applicable Treasury regulations, Internal Revenue Service (“IRS”) rulings,
judicial authority and current administrative rulings and practice, all of which are subject to change, possibly with retroactive effect.
There can be no assurance that the IRS would not assert, or that a court would not sustain, a position contrary to any of those set forth
below, and the Company has not obtained, nor does the Company intend to obtain, a ruling from the IRS or an opinion of counsel with respect
to any of the consequences described below. Shareholders should also consult their own tax advisors regarding their particular situation
and the potential tax consequences to them of a purchase of their Shares by the Company pursuant to the Offer, including potential state,
local and foreign taxation, as well as any applicable transfer taxes.
Except where noted, this
discussion deals only with Shares held as capital assets and does not deal with all tax consequences that may be relevant to Shareholders
in light of their particular circumstances or to Shareholders subject to special tax rules (including, without limitation, partnerships
or other pass-through entities (and investors therein), dealers or traders in securities, financial institutions, tax-exempt organizations,
insurance companies, U.S. expatriates, persons subject to installment sale tax rules, persons liable for the alternative minimum tax,
persons holding Shares as a part of a hedging, conversion or constructive sale transaction or a straddle, nonresident alien individuals
present in the United States for more than 182 days during the taxable year in which their Shares are repurchased pursuant to the Offer
or U.S. Shareholders (as defined below) whose functional currency is not the U.S. dollar). In addition, this discussion does not address
any considerations in respect of any withholding required pursuant to the Foreign Account Tax Compliance Act of 2010 (including the Treasury
regulations promulgated thereunder and intergovernmental agreements entered into in connection therewith).
As used herein, the term
“U.S. Shareholder” refers to a Shareholder who is (i) an individual citizen or resident of the United States, (ii)
a corporation created or organized in or under the laws of the United States or any State thereof or the District of Columbia, (iii) an
estate the income of which is subject to U.S. federal income tax regardless of the source of such income, or (iv) a trust if (a) a court
within the United States is able to exercise primary supervision over the administration of the trust and one or more U.S. persons (as
defined in the Code) have the authority to control all substantial decisions of the trust or (b) the trust has a valid election in effect
under applicable Treasury regulations to be treated as a U.S. person. The term “Non-U.S. Shareholder” refers to a Shareholder
who is an individual, corporation, estate or trust and is not a U.S. Shareholder. Except for the discussion under “Non-U.S. Shareholders”
and “Backup Withholding,” the following discussion is limited to U.S. Shareholders.
Sale or Exchange of Shares.
Under Section 302(b) of the Code, a Shareholder (other than a tax-exempt Shareholder) whose Shares are repurchased pursuant to the Offer
generally will be treated as having sold the Shares and will recognize gain or loss for U.S. federal income tax purposes, so long as either
(a) such Shareholder tenders, and the Company repurchases, all of such Shareholder’s Shares (i.e., reduces such Shareholder’s
percentage ownership of the Company to 0%), (b) such Shareholder meets numerical safe harbors with respect to percentage voting interest
and reduction in ownership of the Company following the completion of the Offer for the distribution to be “substantially disproportionate”
with respect to such Shareholder, or (c) the tender otherwise results in a distribution that is “not essentially equivalent to a
dividend,” which determination depends on a Shareholder’s particular facts and circumstances, including the initial size of
and extent to which a Shareholder’s ownership percentage interest in the Company is reduced. For these purposes, a Shareholder’s
ownership of the Company is determined after applying the ownership attribution rules under Section 318 of the Code. The gain or loss
recognized by a Shareholder in such case generally will equal the difference between the price paid by the Company for the Shares pursuant
to the Offer and the Shareholder’s adjusted tax basis in the Shares sold. A tendering Shareholder’s gain or loss will generally
be capital gain or loss, and will generally be treated as long-term capital gain or loss if the Shares have been held for more than one
year or as short-term capital gain or loss if the Shares have been held for one year or less. For these purposes, a Shareholder’s
holding period in Shares repurchased pursuant to the Offer should terminate as of the Valuation Date. The maximum U.S. federal income
tax rate applicable to short-term capital gains recognized by a non-corporate Shareholder is currently the same as the applicable ordinary
income rate. In addition, the Code generally imposes a 3.8% Medicare contribution tax on the net investment income of certain individuals,
estates and trusts to the extent their income exceeds certain threshold amounts. For these purposes, “net investment income”
generally includes, among other things, (i) distributions paid by the Company of net investment income and capital gains, and (ii) any
net gain from the sale, exchange or other taxable disposition of the Shares.
In the event that a tendering
Shareholder’s ownership (taking into account deemed ownership under Section 318 of the Code) of Shares of the Company is not reduced
to the extent required under the tests described above, such Shareholder would be deemed to receive a distribution from the Company under
Section 301 of the Code with respect to the Shares held by the Shareholder after the tender (a “Section 301 distribution”).
Such distribution, which would equal the price paid by the Company to such Shareholder for the Shares sold, would be taxable as a dividend
to the extent of the Company’s current or accumulated earnings and profits allocable to such distribution, with the excess treated
as a return of capital reducing the Shareholder’s tax basis in the Shares, and thereafter as capital gain. If any amounts received
by a Shareholder are treated as a dividend, the tax basis (after any adjustment for a return of capital) in the Shares sold pursuant to
the Offer will generally be transferred to any remaining Shares held by the Shareholder. It is not expected that any amount treated as
a dividend will be eligible for the dividends received deduction allowed to corporations or for the reduced U.S. federal income tax rates
that are currently imposed on certain “qualified
dividend income” received
by non-corporate Shareholders.
Provided that no tendering
Shareholder is treated as receiving a Section 301 distribution as a result of the Offer, Shareholders whose percentage ownership of the
Company increases as a result of the Offer will not be treated as realizing constructive distributions by virtue of that increase. In
the event that any tendering Shareholder is deemed to receive a Section 301 distribution as a result of the Offer, it is possible that
Shareholders whose percentage ownership of the Company increases as a result of the Offer, including Shareholders who do not tender any
Shares pursuant to the Offer, will be deemed to receive a constructive distribution under Section 305(c) of the Code in an amount determined
by the increase in their percentage ownership of the Company as a result of the Offer. Such constructive distribution will be treated
as a dividend to the extent of the Company’s current or accumulated earnings and profits allocable to it.
Under the “wash sale”
rules under the Code, provided the tender of Shares pursuant to the Offer is treated as a sale or exchange (and not a distribution as
described above), loss recognized on Shares sold pursuant to the Offer will ordinarily be disallowed to the extent the Shareholder acquires
other Shares of the Company (whether through automatic reinvestment of dividends or otherwise) or substantially identical stock or securities
within 30 days before or after the date the tendered Shares are purchased pursuant to the Offer. In that event, the basis and holding
period of the Shares (or substantially identical stock or securities) acquired will be adjusted to reflect the disallowed loss. Any loss
realized by a Shareholder on the sale of Shares held by the Shareholder for six months or less will be treated for U.S. federal income
tax purposes as a long-term capital loss to the extent of any distributions or deemed distributions of long-term capital gains received
by the Shareholder with respect to such Shares. A Shareholder’s ability to utilize capital losses may be limited under the Code.
Non-U.S. Shareholders.
Generally, if a Non-U.S. Shareholder’s sale of Shares pursuant to the Offer is respected as a sale or exchange for U.S. federal
income tax purposes pursuant to Section 302(b) of the Code (as discussed above), any gain realized by the Non-U.S. Shareholder will not
be subject to U.S. federal income tax or to any U.S. tax withholding, provided that such gain is not effectively connected with a trade
or business carried on in the United States by the Non-U.S. Shareholder. If, however, all or a portion of the proceeds received by a tendering
Non-U.S. Shareholder is treated for U.S. federal income tax purposes as a distribution by the Company that is a dividend, or if a Non-U.S.
Shareholder is otherwise treated as receiving a deemed distribution that is a dividend by reason of the Shareholder’s increase in
its percentage ownership of the Company resulting from other Shareholders’ sale of Shares pursuant to the Offer, and absent a statutory
exemption (for instance, in the case of dividends attributable to certain interest income or certain capital gain income), the dividend
received or deemed received by the Non-U.S. Shareholder will be subject to a U.S. withholding tax of 30% (or a lower treaty rate, if applicable).
If any gain or dividend income realized in connection with the tender of Shares by a Non-U.S. Shareholder is effectively connected with
a trade or business carried on in the United States by the Non-U.S. Shareholder, such gain or dividend will generally be taxed at the
regular rates applicable to U.S. Shareholders. In addition, if the Non-U.S. Shareholder is a non-U.S. corporation, it may be subject to
a branch profits tax of 30% (or a lower treaty rate) on its effectively connected income. In order to qualify for an exemption from withholding
for effectively connected income or for lower withholding tax rates under income tax treaties, or to establish an exemption from backup
withholding, a Non-U.S. Shareholder must comply with special certification and filing requirements relating to its non-U.S. status (including,
in general, furnishing an IRS Form W-8ECI, W-8BEN or W-8BEN-E, as applicable, or any substitute form). Because an applicable withholding
agent may not be able to determine if a particular Non-U.S. Shareholder qualifies for sale or exchange treatment pursuant to Section 302(b)
of the Code, such agent may withhold U.S. federal income tax equal to 30% of the gross payments payable to a Non-U.S. Shareholder unless
the agent determines that an exemption or a reduced rate of withholding is available as discussed above. However, a Non-U.S. Shareholder
may be eligible to obtain a refund of all or a portion of any tax withheld if such Non-U.S. Shareholder establishes that it qualifies
for sale or exchange treatment pursuant to Section 302(b) of the Code or is otherwise able to establish that no tax or a reduced amount
of tax is due. See the section of the Company’s Confidential Private Placement Memorandum, as amended or supplemented, entitled
“Certain U.S. Federal Income Tax Considerations—Non-U.S. Shareholders” for further information concerning the taxation
of Non-U.S. Shareholders, which the Company will provide to eligible Shareholders upon request. Non-U.S. Shareholders are urged to consult
their tax advisors regarding the application of U.S. federal income tax rules, including withholding, to their tender of Shares.
FATCA. Sections 1471-1474
of the Code, and the U.S. Treasury Regulations and IRS guidance issued thereunder (collectively, “FATCA”), generally
require the Company to obtain information sufficient to identify the status of each
of its shareholders under FATCA or under an applicable
intergovernmental agreement (an “IGA”). If a Shareholder fails to provide this information or otherwise fails to comply
with FATCA or an IGA, the Company or its agent may be required to withhold under FATCA 30% of ordinary dividends the Company pays (or
is deemed to pay) to that Shareholder. The IRS and the Department of Treasury have issued proposed regulations providing that gross proceeds
the Company pays to a shareholder for a share repurchase treated as a sale or exchange will not be subject to FATCA withholding. If an
amount paid (or deemed paid) by the Company is subject to FATCA withholding, the Company or its agent is required to withhold even if
the payment would otherwise be exempt from withholding under rules applicable to non-U.S. shareholders. Non-U.S. shareholders are urged
to consult their tax advisor regarding the applicability of FATCA.
Backup Withholding.
The Company generally is required to withhold and remit to the U.S. Treasury a percentage of the taxable distributions and redemption
proceeds paid to any U.S. Shareholder who fails to properly furnish the Company with a correct taxpayer identification number and a certification
that such Shareholder is not subject to backup withholding (generally, through the provision of a properly executed IRS Form W-9). A Non-U.S.
Shareholder generally can establish an exemption from backup withholding by certifying as to its foreign status (generally, through the
provision of a properly executed IRS Form W-8BEN, W-8BEN-E or other applicable Form W-8).
Shareholders should provide
the Company with a completed IRS Form W-9, W-8BEN or W-8BEN-E, as applicable, or other appropriate form in order to avoid backup withholding
on the payment they receive from the Company regardless of how they are taxed with respect to their tendered Shares. Backup withholding
is not an additional tax and any amount withheld may be credited against a Shareholder’s U.S. federal income tax liability, and
may entitle the Shareholder to a refund, provided in each case that the appropriate information is furnished to the IRS.
Other Tax Consequences.
The Company’s purchase of Shares in the Offer may directly result in, or contribute to a subsequent, limitation on the Company’s
ability to use capital loss carryforwards to offset future gains. Therefore, in certain circumstances, Shareholders who remain Shareholders
following completion of the Offer may pay taxes sooner, or pay more taxes, than they would have had the Offer not occurred.
Payments for repurchased
Shares may require the Company to liquidate all or a portion of its portfolio holdings. Such action could give rise to increased taxable
distributions to Shareholders, including distributions of ordinary income or short-term capital gains taxable to individuals as ordinary
income.
Under Treasury regulations
directed at tax shelter activity, if a Shareholder recognizes a loss of $2 million or more for an individual Shareholder or $10 million
or more for a corporate Shareholder, such Shareholder must file with the IRS a disclosure statement on Form 8886. Direct holders of portfolio
securities are in many cases excepted from this reporting requirement, but under current guidance, shareholders of a regulated investment
company (“RIC”), such as the Company, are not excepted. Future guidance may extend the current exception from this
reporting requirement to shareholders of most or all RICs. The fact that a loss is reportable under these regulations does not affect
the legal determination of whether the taxpayer’s treatment of the loss is proper. Shareholders should consult their own tax advisors
concerning any possible disclosure obligation with respect to their disposition of Shares pursuant to the Offer.
11.
Miscellaneous. The Offer is not being made to, nor will
tenders be accepted from, Shareholders in any jurisdiction in which the Offer or its acceptance would not comply with the securities or
Blue Sky laws of such jurisdiction. The Company is not aware of any jurisdiction in which the Offer or tenders pursuant thereto would
not be in compliance with the laws of such jurisdiction. However, the Company reserves the right to exclude Shareholders from the Offer
in any jurisdiction in which it is asserted that the Offer cannot lawfully be made. The Company believes such exclusion is permissible
under applicable laws and regulations, provided the Company makes a good faith effort to comply with any state law deemed applicable to
the Offer.
The
Company has filed an Issuer Tender Offer Statement on Schedule TO with the SEC, which includes certain information relating to
the Offer summarized herein. A free copy of such statement may be obtained from the Company at 30 Hudson Street, Jersey City,
New Jersey 07302, or by phone at (888) 522-2388, by contacting the Transfer Agent at 877-548-6353, or from the SEC’s internet
web site, http://www.sec.gov.
Financial Statements
The audited annual financial
statements of the Company dated December 31, 2025, included in the Company’s annual report on Form 10-K filed with the SEC on EDGAR
on March 20, 2026, are incorporated herein by reference. The Company will prepare and make available to Shareholders the audited annual
financial statements of the Company within ninety (90) days after the close of the period for which the report is being made.
The Company is a public reporting company
under Section 13(a) of the Exchange Act and files its reports electronically on the EDGAR system.
Reports and other information about
the Company is available on the EDGAR Database on the SEC’s Internet site (www.sec.gov), and copies of this information may be obtained,
after paying a duplicating fee, by electronic request at the following E-mail address: publicinfo@sec.gov.