We review non-traded and privately offered BDC positions from holders who need more liquidity than the fund's repurchase offers provide.
Confidential review. Direct buyer. Principal-led.
Positions of $100,000 and above
Direct, principal-led, and confidential.
We are a principal-led buyer that reviews shares in non-traded and privately offered business development companies directly from holders who need liquidity outside the fund's repurchase offers. We work within the fund's transfer procedures and handle documentation through to closing. Minimum $100,000.
Every position reviewed individually.
Direct decision-making.
Coverage across all 50 states.
Each position submitted is reviewed individually, with direct decision-making by a principal.
Where a position fits our focus, we provide a non-binding indication of interest.
If terms are agreed, we handle transfer documentation through to closing.
How the repurchase offers work, and when to look past them.
A non-traded BDC buys back shares on its own schedule and in the amount it chooses. If you need more than that, or sooner, you need a different buyer.
A business development company is a closed-end fund that invests in small and mid-sized private companies. The SEC's December 2024 investor bulletin on BDCs that don't trade publicly states: "Investments in retail-offered and privately-offered BDCs are illiquid." Investors "can generally only sell their shares when the BDC offers to repurchase them," and without a repurchase program they may wait for the BDC to go public, sell its portfolio or wind down, which "may be several years (e.g., 5-7) after initial investment."
Check which kind you hold. The bulletin notes that privately offered BDCs file less public information and are not required to provide a prospectus, so the governing documents and the fund's own reports are where the transfer and repurchase terms live.
Retail-offered BDCs typically offer to repurchase shares quarterly or monthly, according to the SEC. The mechanics are in the registration statement. One 2025 BDC registration statement on EDGAR, for example, says the fund intends to repurchase up to 5% of its shares each quarter through tender offers under Exchange Act Rule 13e-4, at NAV, with shares held less than a year repurchased at 98% of NAV. If more shares are tendered than the offer covers, repurchases are made pro rata, and the board may amend, suspend or terminate the program at any time.
A 5% cap applies to the whole fund, not to each holder. If holders tender 15% of the shares in a quarter and the fund buys 5%, each seller gets about a third of what they asked for and goes into the next offer with the remainder, alongside everyone else who did the same. The program works well when requests are light. When they are heavy, it becomes a schedule you don't control.
BDC holders sometimes receive mini-tender offers from third parties, for less than five percent of the fund's shares. The SEC warns that some are priced below market "hoping that they will catch investors off guard," that you generally cannot withdraw once you tender, and that payment may be delayed for weeks or months. Ask what percentage the bidder is seeking, how it is financed and when it pays. Rule 14e-2 requires the fund to state its position on a tender offer, with reasons, within 10 business days, but a mini-tender bidder need not notify the fund, so ask whether it has.
A BDC's NAV is a valuation of private loans and equity that don't trade. A buyer who pays you now prices three things on top of that number:
If the fund is filling repurchase requests in full at NAV, use it. If you are close to the end of an early repurchase deduction period, waiting it out may also beat any secondary price. A negotiated sale makes sense when the offers are oversubscribed, suspended or too slow for what you need. Our indication of interest is non-binding and follows a review of the specific fund.
The fund's governing documents and its transfer agent control a transfer. The steps can include a consent or acknowledgment from the fund, transfer forms, and eligibility requirements for the buyer. For shares held in an IRA, the custodian generally signs and the proceeds are paid back into the account; check the custodian's own procedures early. A sale in a taxable account is taxable, so involve your tax adviser before agreeing terms.
Have ready the fund's name and share class, your share count, the latest NAV statement, how the shares are held, and the status of any repurchase requests. We review positions of $100,000 and above. The same review covers LP and fund interests and non-traded REIT shares.
Sources
General information, not tax, legal or investment advice.
Yes, if the fund's governing documents and transfer procedures allow it. The sale is a private transaction with a secondary buyer, at a negotiated price that usually sits below NAV. We review positions of $100,000 and above and, where one fits our focus, give a non-binding indication of interest.
Repurchase offers are capped at a percentage of shares outstanding, such as 5% a quarter. When holders tender more than the cap, the fund buys pro rata, so each seller receives a fraction of the request. The board can also amend or suspend the program.
Some BDC repurchase programs pay less than NAV for shares held under a set period. One 2025 registration statement, for example, provides that shares held less than a year will be repurchased at 98% of NAV. Your fund's prospectus or offering documents set its terms.
Compare it with the current NAV and the fund's next repurchase offer first. The SEC warns that mini-tender offers are sometimes priced below market, generally cannot be withdrawn from after you tender, and may pay late. Rule 14e-2 also requires the fund to state its position on a tender offer within 10 business days, though a mini-tender bidder does not have to tell the fund about its offer.
We consider positions with an estimated value of $100,000 or above.
Positions of $100,000 and above, reviewed by a principal.
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