Current Report · Items 3.02, 7.01, 8.01 · 8-K
Lord Abbett Private Credit Fund S
Unregistered Sales of Equity Securities · Regulation FD Disclosure · Other Events
Item 3.02. Unregistered Sales of Equity Securities. As of October 1, 2026, Lord Abbett Private Credit Fund S (“we”, the “Company” or the “Fund”), issued and sold approximately 169,368 of the Company’s common shares of beneficial interest (the “Common Shares”) for an aggregate offering price of approximately $4.2 million, reflecting a purchase price of $24.68 per Common Share (with the final number…
Recent company filings
- SC TO-I - filed by Lord Abbett Private Credit Fund S regarding Lord Abbett Private Credit Fund SOct 29, 2026
- Unregistered Sales of Equity Securities · Regulation FD Disclosure · Other EventsSep 24, 2026
- SC TO-I/A - filed by Lord Abbett Private Credit Fund S regarding Lord Abbett Private Credit Fund SAug 31, 2026
- Unregistered Sales of Equity Securities · Regulation FD Disclosure · Other EventsAug 28, 2026
- 10-Q filingAug 13, 2026
Disclosure sections
Item 3.02Item 3.02 - Unregistered Sales of Equity
Item 3.02. Unregistered Sales of Equity
Securities.
As of October 1, 2026, Lord Abbett Private
Credit Fund S (“we”, the “Company” or the “Fund”), issued and sold approximately 169,368 of
the Company’s common shares of beneficial interest (the “Common Shares”) for an aggregate offering price of approximately
$4.2 million, reflecting a purchase price of $24.68 per Common Share (with the final number of Common Shares being determined on
October 19, 2026).
The offer and sale of Common Shares was
made pursuant to subscription agreements entered into by the Company and its shareholders. The issuance of the Common Shares is
exempt from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), provided
by Section 4(a)(2) of the Securities Act and/or Regulation D promulgated thereunder. The Company relied, in part, upon representations
from the shareholders in the subscription agreements that each shareholder was an accredited investor as defined in Regulation
D under the Securities Act.
Item 7.01Item 7.01 - Regulation FD Disclosure
Item 7.01. Regulation FD Disclosure.
Company’s Portfolio:
As of September 30, 2026, the Company had
made loans to 68 portfolio companies, held an equity position in one portfolio company, and held one investment in a joint venture,
with an aggregate loan commitment amount of approximately $603 million and par value of approximately $465 million. The portfolio
consists of 95% senior secured debt investments and 5% investment in a joint venture, based on par value, or in the case of investments
in a joint venture, cost. As of September 30, 2026, 100% of the debt investments, based on par value, in the Company’s portfolio
were at floating rates. As of September 30, 2026, 99% of the Company’s total loan commitments were in private senior secured
loans. The following table presents information concerning portfolio companies to which the Company has made loans.
Portfolio
Company Metrics(1):
Median $96
12-month EBITDA: million(2)(7)
Weighted average net leverage: 4.8x(2)(3)
Weighted average loan to 41%(2)(4)
value:
Weighted average interest 2.4x(2)(5)
coverage:
Weighted average yield on 9.5%(6)
debt investments, at cost:
(1) Amounts were derived from the most recently available financial statements
provided by portfolio companies which have not been independently verified by us and may reflect a normalized or adjusted amount.
Such amounts have not been independently estimated by us, and accordingly, we take no responsibility for such numbers and make
no representation or warranty in respect of this information.
(2) Metrics exclude one liquid loan. Metrics also exclude one recurring
revenue investment, which are investments in portfolio companies in which the Company lends based on a multiple of recurring revenue
generated by the portfolio company and not based on a multiple of EBITDA. Weighted average metrics are calculated as a percentage
of funded par value of debt investments.
(3) Net leverage is the ratio of total senior debt minus cash divided
by EBITDA and taking into account leverage through the tranche to which the Company is a lender.
(4) Calculated using total senior debt minus cash divided by total enterprise
value estimated by the private equity sponsor or market comparables and taking into account leverage through the tranche to which
the Company is a lender.
(5) Interest coverage for a particular portfolio company is calculated
by taking EBITDA and dividing by annualized latest reported interest expense.
(6) Computed as (a) the annual stated spread, plus reference rate, as
applicable, plus the annual accretion of discounts, plus the annual unused fees, as applicable on debt securities divided by (b)
total debt investments at cost included in such securities. Actual yields earned over the life of each investment could differ
materially from the yields presented herein.
(7) For the portfolio companies included in the calculation above, median
12-month EBITDA at the time of the Company’s initial investment was $82 million.
The table below shows the Company’s loan
investment activity during the period September 1, 2026, through September 30, 2026. Amounts shown for commitment amount and par
value are as of September 30, 2026:
Issuer Commitment Par
Amount Amount
($ in millions) ($ in millions)
───────────────────────────────────────────────────────────────────────────
Cowboys Acquisition, Inc. $3.1 $1.6
Investor Group Services LLC $8.8 $5.7
Komline-Sanderson Group, Inc. $4.2 $2.3
Livewire Acquisition, Inc. $15.7 $11.8
Pioneer Power Group LLC $18.0 $7.5
Reveal Midco, LLC $3.5 $3.2
Spectrotel MidCo II LLC $4.0 $3.0
Total $57.3 $35.1
The table below describes investments by
industry composition based on par value or, in the case of equity investments, cost as of September 30, 2026:
Industry Par % of Total
or Cost
($ in millions)
─────────────────────────────────────────────────────────────────────────────────────
Aerospace & Defense $64.4 13.9%
Health Care Providers & Services 52.3 11.3
Air Freight & Logistics 51.2 11.0
Commercial Services & Supplies 50.4 10.8
IT Services 43.0 9.3
Software 31.0 6.7
Electrical Equipment 30.3 6.5
Professional Services 26.8 5.8
Health Care Equipment & Supplies 15.2 3.3
Food Products 13.5 2.9
Others 86.6 18.5
Total $464.7 100.0%
Total Private Credit Platform Size:
As of September
30, 2026, Lord Abbett estimates that the “Total Private Credit Platform Size” (1) of the direct lending platform it manages was approximately $5.0 billion, consisting of equity
capital sourced from drawn and undrawn commitments to Lord Abbett-managed BDCs and other direct lending funds, subscriptions to
the BDCs, and allocations and expected allocations to the BDCs by certain Lord Abbett-managed funds, drawn leverage amounts and
expected target leverage amounts under credit facilities, and investment capacity in joint ventures. As of September 30, 2026,
the direct lending platform had approximately $3.8 billion of Total Committed Capital (2).
1) The components of “Total Private
Credit Platform Size” are not financial measures calculated in accordance with GAAP and may not be comparable to similarly
titled measures reported by other companies. Undrawn investor commitments and expected allocations are subject to the terms of
the relevant agreements and/or applicable law, including limitations on the Company’s or other relevant fund’s ability
to call capital, and may not be immediately available for investment. Expected allocations from Lord Abbett-managed funds are not
legally binding commitments to invest and are subject to the discretion of the portfolio manager(s) of the relevant funds. In
addition, leverage amounts under credit facilities or other debt agreements are subject to borrowing base requirements, asset coverage
tests, covenants and/or other terms and conditions. Expected target leverage may include financing that has not yet been committed
or obtained and represents leverage expected to be utilized to achieve the applicable investment vehicle’s target capital
structure. There is no guarantee that the platform would be able to obtain financing to achieve the expected target leverage. In
addition, the platform’s expected target leverage may change over time. Accordingly, the amount of capital the direct lending
platform is able to invest at any given time may be materially less than the amounts presented. The foregoing amounts represent
estimates as of the date indicated and are subject to change based on, among other things, portfolio activity, market conditions,
investor actions, and funding availability.
2) Total Committed Capital is comprised
of (i) investments at fair value, accrued interest and fees, and cash and cash equivalents as of the measurement date and (ii)
unfunded commitments to extend loans to borrowers as of the measurement date.
Item 8.01Item 8.01 - Other Events
Item 8.01. Other Events.
Distribution:
On October 19,
2026, the Company declared a distribution of approximately $0.19 per share to shareholders of record as of October 31, 2026, to
be paid on or about November 24, 2026.
Net
Asset Value
As of September 30, 2026, the Company’s
aggregate net asset value (“NAV”) was approximately $227 million. The NAV per share of Common Shares as of September
30, 2026, as determined in accordance with the Company’s valuation policy, was $24.68 per Common Share.
Final results related to all of the above
information and other information may differ materially as a result of the completion of the Company’s financial closing
procedures, which will occur between the date hereof and the completion of the financial statements and the filing of the Company’s
quarterly report on Form 10-Q for the quarter ending September 30, 2026.