Manulife Merges BDCs, Creating $1.3B Nontraded John Hancock Comvest Fund
John Hancock Comvest Private Income Fund completed its acquisition of Manulife Private Credit Fund on Sept. 30, combining two Manulife-affiliated business development companies into a single nontraded BDC with approximately $1.3 billion in total assets, according to the companies.
The deal, first announced June 23, folds a small, privately offered BDC into a larger sibling that is publicly registered for sale in all 50 states. John Hancock Comvest Private Income Fund is the surviving entity and continues to be managed by adviser Comvest Credit Managers LLC.
The two funds’ advisers said Manulife Private Credit Fund “faced a number of limitations in its ability to scale and compete effectively over the long term.” They cited the fund’s private-placement-only distribution model, a portfolio concentrated in sponsor-backed lending, and historical performance below that of John Hancock Comvest Private Income Fund.
As of June 30, John Hancock Comvest Private Income Fund reported $477.5 million in net assets and Manulife Private Credit Fund reported $169 million, for pro forma combined net assets of $646.5 million. The combined portfolio spans about 161 portfolio companies, with 96.8% of positions in first-lien loans and leverage of about 0.77 times at close, according to the funds.
Manulife Private Credit Fund shareholders will receive Class I shares of John Hancock Comvest Private Income Fund based on the two funds’ net asset values, with the final exchange ratio to be set after closing. Using June 30 NAVs of $25.09 and $20.47 per share, respectively, the funds estimated an exchange ratio of about 0.82, which would give legacy John Hancock Comvest shareholders roughly 74% of the combined fund and former Manulife Private Credit Fund shareholders about 26%. A Sept. 29 amendment to the merger agreement provides for fractional shares to be issued in place of cash.
Alongside the closing, the adviser entered into an amended expense limitation agreement under which it will absorb the combined fund’s operating expenses above 0.8% of monthly net assets. The cap, which will run for one year, is lower than the fund’s previous cap of 1.25%. The Manulife Private Credit Fund board acknowledged that the combined fund carries a higher expense ratio than Manulife Private Credit Fund did on its own, because of greater leverage and a lower incentive-fee hurdle, but concluded the benefits of the merger outweighed the cost.
Both boards approved the merger unanimously, and shareholders of both funds approved it without opposition. Manulife Private Credit Fund shareholders voted Sept. 23, casting about 8.26 million shares in favor and none against. As of July 31, all of that fund’s shares were held by Manulife affiliates: Manulife Private Credit Plus Fund owned 70%, Manulife International Limited (Hong Kong) owned 21%, and Manufacturers Life Reinsurance Limited owned 9%. John Hancock Comvest Private Income Fund shareholders voted Sept. 24, with about 20.5 million shares in favor and none against.
Because both advisers are under the common control of Manulife Financial Corp., the transaction was completed as a merger of affiliated funds under Rule 17a-8 of the Investment Company Act of 1940. The two advisers split the merger’s costs equally, and shareholders of neither fund bore those expenses. On Sept. 30, Manulife Private Credit Fund filed notices to withdraw its BDC election and terminate its U.S. Securities and Exchange Commission registration.
John Hancock Comvest Private Income Fund launched in 2023 as AMG Comvest Senior Lending Fund and took its current name in November 2025. It is continuously offering up to $2 billion in shares and had raised $517.4 million as of Aug. 1. As of July 31, the fund reported aggregate NAV of $514 million, an investment portfolio with a fair value of $961.7 million, and a debt-to-equity ratio of about 0.88 times. Its August distribution of $0.1871 per Class I share equated to an annualized yield of 8.96%, the fund said.
Boston-based Manulife Private Credit Fund, which began operations in July 2023, was advised by Manulife Investment Management Private Markets (US) LLC.
As AltsWire reported over the summer, the board of trustees of John Hancock CQS Multi Asset Credit Fund, also part of a broader alternative credit platform between John Hancock Investment Management and Manulife | CQS Investment Management, approved a plan to close and liquidate the fund.
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