UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE TO
(Rule 13e-4)
TENDER OFFER STATEMENT PURSUANT TO SECTION 13(e)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
(Final Amendment)
Manulife Private Credit Plus Fund
(Name of Issuer)
Manulife Private Credit Plus Fund
(Name of Person(s) Filing Statement (Issuer))
Class I Shares of Beneficial Interest
(Title of Class of Securities)
MPIDX
(CUSIP Number of Class of Securities)
Christopher Sechler, Esq.
200 Berkeley Street
Boston, MA 02116
(617)- 663- 3000
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications on Behalf of the Filing Persons(s))
With a copy to:
Mark P. Goshko
George J. Zornada
K&L Gates LLP
1 Congress Street, Suite 2900
Boston, MA 02114
May 18, 2026
(Date Tender Offer First Published, Sent or Given to Security Holders)
| ☐ | Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer. |
Check the appropriate boxes below to designate any transactions to which the statement relates:
| ☐ | third-party tender offer subject to Rule 14d-1. |
| ☒ | issuer tender offer subject to Rule 13e-4. |
| ☐ | going-private transaction subject to Rule 13e-3. |
| ☐ | amendment to Schedule 13D under Rule 13d-2. |
Check the following box if the filing is a final amendment reporting the results of the tender offer: ☒
Final Amendment to Tender Offer Statement
This Final Amendment amends the Issuer Tender Offer Statement on Schedule TO (the “Statement”) originally filed with the Securities and Exchange Commission on May 18, 2026 by the Manulife Private Credit Plus Fund (the “Fund”) relating to the Fund’s offer to repurchase common shares of beneficial interest of the Fund (“Shares”) from its shareholders (“Shareholders”) on the terms and subject to the conditions set forth in the Offer to Repurchase and the related Letter of Transmittal in an aggregate amount of up to $11,400,000 (the “Offer”) and constitutes the final amendment pursuant to Rule 13e-4(c)(4) under the Securities Exchange Act of 1934, as amended.
Pursuant to the Offer, $0 was tendered and accepted by the Fund at a net asset value of $19.89 per Share as determined as of June 30, 2026. No Shares were tendered for repurchase.
Item 12(b). Filing Fee
Exhibit - Calculation of Filing Fee Tables
SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Dated: August 7, 2026
MANULIFE PRIVATE CREDIT PLUS FUND
| By: | /s/ Kristie M. Feinberg | |
| Name: | Kristie M. Feinberg | |
| Title: | President (Chief Executive Officer and Principal Executive Officer) |