AB Private Credit Investors Corporation

Overview

AB Private Credit Investors Corporation is a Maryland corporation organized on February 6, 2015. It is an externally managed, non‑diversified, closed‑end management investment company regulated as a Business Development Company (BDC) under the 1940 Act and structured to qualify annually as a Real Estate Investment Trust (RIC) for U.S. federal income tax purposes. The Fund uses a private offering model for initial and subsequent closings of common stock under Subscription Agreements.

Investment objective and strategy

• Primary objective: generate current income and prioritize capital preservation.
• Primary strategy: directly originated, privately negotiated, secured middle‑market loans in the United States.
• Target borrowers: enterprise value typically between $200 million and $2.0 billion and/or EBITDA between $10 million and $75 million (larger or smaller targets may be considered).
• Transaction types: leveraged buyouts, recapitalizations, mergers and acquisitions, and growth capital.
• Capital structure exposure: expected to allocate 80%+ of assets to debt instruments, including first lien, stretch senior, unitranche, second lien loans, unsecured mezzanine debt, structured preferred stock, and selective non‑control equity co‑investments.
• Origination and sourcing: investments typically made through direct originations and secondary purchases across sectors such as software (including SaaS), IT/services, healthcare and healthcare IT, digital infrastructure and services, equipment finance, fintech/transaction processing, franchisors/restaurants, education, and diversified business services.
• Typical loan term: contractual maturities generally around five to six years.
• Use of leverage: the Fund may use leverage through senior debt facilities and securitization structures such as CLOs, subject to regulatory asset coverage requirements.

Current scale and portfolio

• Portfolio fair value: $1,861,296,462 as of December 31, 2025.
• Portfolio composition: primarily senior debt.

Investment adviser and support

• External investment adviser: AB Private Credit Investors LLC (AB‑PCI), a subsidiary of AllianceBernstein L.P. (AB).
• AllianceBernstein AUM: approximately $792 billion as of December 31, 2025.
• AB‑PCI track record: more than $36.0 billion of committed assets across nearly 800 transactions since inception.
• Investment committee and operational support: risk management, compliance, investor relations, and other infrastructure are provided through AB’s platform.

Management, governance, and operations

• Board: five directors, with a majority independent and a staggered class structure.
• Day‑to‑day operations: the Adviser is responsible for investment decisions, sourcing, due diligence, structuring, monitoring, and portfolio management. Administrative services, including net asset value calculations, reporting, and corporate actions, are provided by the Administrator (State Street Bank and Trust Company) and the Adviser’s affiliates.
• Staffing: the Fund has no employees; personnel are employees of the Adviser, Administrator, or their affiliates.

Fees and economics

• Base management fee: historically 1.375% per year; reduced to 1.25% per year effective February 10, 2026. Calculated quarterly in arrears as a percentage of the Fund’s average outstanding assets (gross assets including debt and equity investments, excluding cash). Accrued monthly with prorated treatment for partial periods.
• Income incentive fee: an income‑based incentive fee on portions of PIFNII (pre‑incentive fee net investment income) with a multi‑tier hurdle and catch‑up structure designed to deliver up to approximately 9.7%–10% annualized rates on portions of PIFNII, depending on performance relative to hurdle rates. The income base includes interest and dividend income and other income, less operating expenses and certain deductions, excluding realized and unrealized capital gains/losses for the quarterly income incentive. The incentive fee can be deferred under certain conditions; the Adviser may defer cash payments in some scenarios.
• Capital gains incentive fee: 17.5% of the Fund’s aggregate cumulative realized capital gains (net of cumulative realized capital losses and aggregate cumulative unrealized depreciation), measured from the Fund’s election as a BDC to the end of each calendar year, subject to prior payments and reductions. This rate was reduced from 20% to 17.5% effective February 10, 2026.
• Waivers and deferrals: a fee waiver arrangement covered January 1, 2026 through February 10, 2026, waiving portions of incentive fees that would have exceeded the reduced rates. The Fund may defer cash payment of incentive fees if prior four‑quarter performance thresholds are not met; deferrals are carried forward until payable under the Agreement.
• Expense reimbursement: the Adviser and Administrator may be reimbursed for overhead and certain expenses under an Expense Reimbursement Agreement. The Fund also pays organizational and operating expenses not covered by Adviser overhead.
• Fee governance: potential conflicts of interest in fee arrangements and allocation practices are disclosed and monitored.

Regulatory and tax status

• BDC and RIC framework: asset coverage under the SBCAA was reduced to 150% (from 200%) effective September 27, 2018, permitting higher leverage. The Fund must maintain 70% of gross assets in qualifying assets under the 1940 Act and comply with diversification tests to maintain RIC status.
• Tax treatment: the Fund intends to qualify as a RIC and distribute at least 90% of its investment company taxable income plus certain tax‑exempt income to avoid taxation at the corporate level.
• Liquidity and corporate actions: contemplated liquidity options include a New BDC Spin‑Off, Liquidating Share Class, and Limited Tender Offer; these would require SEC exemptive relief and applicable regulatory approvals.
• Other regulatory considerations: compliance with Sarbanes‑Oxley provisions, custody and administration requirements, proxy voting, ERISA considerations, and cybersecurity and privacy risks.

Dividends, distributions, and investor relations

• Distribution policy: intends to distribute cash quarterly, subject to available funds and regulatory constraints such as asset coverage.
• Dividend reinvestment: a DRIP is available; stockholders may elect to reinvest distributions automatically with tax consequences treated like cash distributions.
• Transfer restrictions: private offering investors are subject to transfer restrictions; post‑Qualified IPO, lockups and other transfer limitations apply as described in offering documents.

Competitive positioning

• Competitors: other BDCs, private credit funds, banks, and specialty lenders.
• Differentiators: AB‑PCI emphasizes a middle‑market focus, track record, sourcing network, and flexibility across capital structures, including use of structured financing for portfolio financing.
• Platform benefits: access to AB’s broader private credit platform and AB‑PCI’s sector depth in software, healthcare IT, tech‑enabled services, infrastructure, and related sectors.

Risks and operational notes

• Employment model: the Fund has zero direct employees; operations depend on the Adviser and Administrator.
• Adviser/Administrator transition risk: resignation or replacement of the Adviser or Administrator could disrupt operations, subject to contractual notice provisions (typically 60 days).
• Valuation: fair value determination relies on the Adviser, independent valuation partners, and Board oversight; valuations are sensitive to input assumptions given the illiquid nature of privately held assets.
• Market and financial risks: use of leverage, interest rate exposure, regulatory changes, and economic conditions materially affect the Fund’s risk/return profile.
• Concentration of reliance: the Fund’s business model depends on the Adviser’s ability to source and manage opportunities. Conflicts of interest, including allocation practices and compensation arrangements, are disclosed and monitored.

Key dates and figures

• Formation and operating milestones: organized February 6, 2015; private offering closed September 2017; commencement of investment operations on November 15, 2017.
• Portfolio fair value: $1,861,296,462 as of December 31, 2025 (primarily senior debt).
• Adviser and group scale: AllianceBernstein reported approximately $792 billion AUM as of December 31, 2025. AB‑PCI has recorded more than $36.0 billion of committed assets across nearly 800 transactions since inception.

This summary reflects the facts and figures provided in the source document.