Manulife Folds Private Credit Fund Into John Hancock Comvest BDC in $1.3 Billion Combination

The NAV-for-NAV stock deal moves about $169 million of privately placed capital into a publicly registered wrapper that offers quarterly repurchases the merging fund never launched.

September 17, 2026

Manulife is consolidating its two U.S. private credit BDCs into a single publicly registered vehicle, with shareholders of both funds set to vote next week on folding the privately offered Manulife Private Credit Fund into John Hancock Comvest Private Income Fund. The combination would create a roughly $1.3 billion lender across approximately 161 portfolio companies, with the John Hancock Comvest fund surviving and Comvest Credit Managers staying on as adviser.

Investors in the Manulife fund meet on September 23 and John Hancock Comvest shareholders on September 24, according to the joint proxy statement and prospectus mailed September 16. The merger agreement was signed June 22 after both boards approved the deal in April. Because the two advisers sit under common Manulife Financial control, the transaction is proceeding as an affiliated fund merger under Rule 17a-8, and each board, including its independent trustees, has determined that its own shareholders will not be diluted.

The deal is a two-step merger: a newly formed John Hancock Comvest subsidiary merges into the Manulife fund, which then merges into John Hancock Comvest. Manulife fund shareholders receive Class I shares of the surviving BDC at an exchange ratio set strictly on net asset value per share as of a determination date after closing, with cash paid for fractional shares. Based on June 30 NAVs of $25.09 for John Hancock Comvest and $20.47 for the Manulife fund, the ratio would be about 0.82, leaving current John Hancock Comvest holders with 74% of the combined fund and Manulife fund holders with 26%. The transaction is intended to qualify as a tax-free reorganization, with Dechert LLP to deliver the required opinions at closing.

Why the smaller fund is being absorbed

The proxy is direct about the motivation. Both advisers concluded that the Manulife fund faced structural limits on its ability to scale and compete over the long term: it has been sold only through private placements to accredited investors, its portfolio has been concentrated in sponsor-backed lending, and its historical performance has trailed that of John Hancock Comvest. Merging into a fund registered under the Securities Act and blue-sky qualified in all 50 states gives those investors, and the strategy, access to retail and retirement channels the private-placement model could not reach.

Liquidity is part of that story. John Hancock Comvest generally offers to repurchase up to 5% of outstanding shares each quarter at the board’s discretion. The Manulife fund, a perpetual-life BDC, had expected to start a similar 5% quarterly program after its first two years of operation, but as of the proxy date it has never conducted a repurchase, and its shares carry transfer restrictions requiring the adviser’s written consent.

The Manulife fund’s ownership is almost entirely in-house. As of July 31, Manulife Private Credit Plus Fund held about 70% of its 8,256,380 shares, Manulife International Limited in Hong Kong held 21%, and Manufacturers Life Reinsurance Limited held 9%. The fund has been sub-advised by Comvest Credit Advisors since March 1, 2026, so the portfolio has already been under Comvest oversight for several months ahead of the vote.

What the combined balance sheet looks like

At June 30, John Hancock Comvest reported $477.5 million of net assets and $471.2 million of debt net of issuance costs, while the Manulife fund carried $169.0 million of net assets against $156.4 million of debt. Pro forma, the combined fund shows $646.5 million of net assets, $627.5 million of debt and total capitalization of about $1.27 billion, with 25,763,553 shares outstanding at an unchanged $25.09 NAV. The John Hancock Comvest board noted the combined portfolio would be 96.8% first-lien and run at roughly 0.77x leverage at close, leaving room to deploy into new loans; total assets are expected to reach approximately $1.4 billion at target leverage.

The Manulife fund’s assets are being acquired at their most recent independent appraisal by Lincoln International, the same valuation agent John Hancock Comvest already uses, and the Comvest team completed asset-by-asset diligence against its own underwriting and risk-rating framework. The John Hancock Comvest board also found the merger accretive to its NAV.

Expense math cuts two ways

For John Hancock Comvest shareholders, the merger is a cost reduction. The management fee stays at 1.25% of net assets and the incentive structure is unchanged, but pro forma gross expenses for the first year fall from about 11.21% of net assets to 9.91%, and net expenses from 10.72% to 9.91%, reflecting scale and the elimination of duplicated costs. The adviser also plans to sign a new expense limitation agreement at closing that lowers the operating expense cap from 1.25% to 0.80% of net assets for one year, though that agreement is not a condition to closing.

Manulife fund shareholders take on a higher cost base:

• Their base fee remains 1.25%, but they pick up John Hancock Comvest’s 0.06% administration fee in place of the roughly 0.03% of net assets they currently reimburse for administration.
• They inherit a more levered balance sheet with correspondingly higher interest expense; asset coverage at year-end 2025 was 197.52% at John Hancock Comvest versus 221% at the Manulife fund.
• The income incentive fee hurdle drops from 1.50% per quarter to 1.25%, and the catch-up threshold from 1.715% to 1.43%, lowering the bar at which the 12.5% incentive fee begins to accrue.

Pro forma gross expenses for those investors rise from 7.36% to 9.91% of net assets, and net expenses from 6.63% to 9.91%. The Manulife board concluded that access to a higher-performing, more diversified portfolio and public distribution outweighed the added cost.

The two advisers will split merger expenses equally whether or not the deal closes, and no portfolio repositioning costs are expected.

Path to closing

John Hancock Comvest needs approval from holders of more than 50% of its outstanding shares, with abstentions counting as votes against. The Manulife fund’s shareholder approval is a condition that cannot be waived. Closing is set for the first day of the month after all conditions are met and cannot occur before both advisers complete the June 30 quarter valuation process. Either side may terminate if the merger has not closed by June 22, 2027. The funds will coordinate distribution record and payment dates in the closing quarter, and neither may declare distributions between the NAV determination date and closing.

The transaction caps a rapid evolution for the surviving fund, which was formed as Comvest Credit Partners BDC Fund in 2023, operated as AMG Comvest Senior Lending Fund from October of that year, and took the John Hancock Comvest name in November 2025.