8-K
false 0001959604 0001959604 2025-07-22 2025-07-22
 
 

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): July 22, 2025

 

 

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)

 

(I.R.S. 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

Not Applicable

(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: None

 

Title of each class

 

Trading
Symbol(s)

 

Name of each exchange

on which registered

   

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 June 27, 2025, 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 June 26, 2025, to a certain third-party investor, with the final number of Shares being determined on July 22, 2025. As of July 1, 2025, the Company also sold Shares, based on the Company’s NAV per Share as of June 30, 2025, to certain third-party investors, with the final number of Shares being determined on July 22, 2025. 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 June 27, 2025 (number of Shares finalized on July 22, 2025)

     1,727,039.357      $ 14.47564      $ 25,000,000  

As of July 1, 2025 (number of Shares finalized on July 22, 2025)

     747,249.521      $ 14.49111      $ 10,828,475  


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.

 

  JEFFERIES CREDIT PARTNERS BDC INC.
Date: July 24, 2025   By:  

/s/ John Dalton

  Name:   John Dalton
  Title:   Chief Financial Officer