Morgan Stanley Private Income Funds Prorate Tenders as Investors Seek Exit Above 5% Cap
The flagship Class S vehicle filled less than half of what unitholders tendered, while its smaller Class I sibling accommodated roughly three-quarters.
September 21, 2026
Morgan Stanley‘s North Haven Private Income Fund platform will pay out only a fraction of the units investors sought to sell in its third-quarter tender offers, after demand at both vehicles exceeded the 5 percent quarterly repurchase limit.
North Haven Private Income Fund LLC, the larger of the two funds, accepted approximately 43.8 percent of Class S units validly tendered and not withdrawn before the offer closed on September 14. The fund had offered to buy back up to 8,633,441 Class S units, equal to 5 percent of units outstanding at June 30. Repurchases are expected to land at that full 5 percent level, so the proration reflects the volume of tenders rather than any decision to buy back less than the maximum.
The companion vehicle, North Haven Private Income Fund A LLC, saw a milder squeeze. It accepted about 73.3 percent of tendered Class I units against a cap of 758,427 units, also 5 percent of the June 30 count. Both offers launched on August 13 and expired the same morning.
Final figures wait on quarter-end NAV
Pricing in both cases is set at net asset value per unit as of September 30, so the dollar value of the repurchases and the exact unit counts will not be known until the funds strike quarter-end NAV. Each fund said it would disclose those figures in a further amendment, with the final unit tally to include any units tendering members received through the distribution reinvestment plan. Unitholders were sent a letter dated September 18 explaining the outcome.
Both funds are advised by MS Capital Partners Adviser Inc., the Morgan Stanley Investment Management unit that runs the firm’s private credit vehicles. Michael Occi and Orit Mizrachi are the named contacts for the offers, with Mizrachi signing as co-president and chief operating officer.
What a sub-50 percent fill signals
Proration at the 5 percent limit is the mechanism by which perpetual private credit vehicles protect remaining investors from forced portfolio sales when redemption requests cluster. A fill rate below 50 percent at a fund the size of North Haven Private Income Fund LLC indicates tender volume running at close to double the quarterly capacity, a level that tends to persist for several quarters once investors learn they must submit more than they want in order to get their target amount out. The much higher fill rate at Fund A, a newer and far smaller vehicle with an institutional Class I base, suggests its holders are not yet queuing in the same way.
