OF THE SECURITIES EXCHANGE ACT OF 1934 Form SC TO I

Check the box if filing relates solely to preliminary communications made before the commencement of a tender offer.

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.

SUMMARY TERM SHEET.

SUBJECT COMPANY INFORMATION.

Name and Address. The name of the issuer is AB Private Credit Investors Corporation. The address and telephone number of the issuer’s principal executive offices are: 66 Hudson Boulevard East, New York, New York 10001 and (212) 969-1000.

Securities. The subject securities are AB PCIC’s shares of common stock, par value $0.01 per share. As of November 29, 2024, there were 63,773,660.406 Shares issued and outstanding.

Trading Market and Price. The Shares are not currently traded on an established trading market.

IDENTITY AND BACKGROUND OF FILING PERSON.

Name and Address. The filing person and subject company to which this Schedule TO relates is AB Private Credit Investors Corporation. The address and telephone number of AB PCIC is set forth under Item 2(a) above. The names of the directors and executive officers of AB PCIC are as set forth in the Offer to Purchase under the heading “Section 10—Interests of Directors, Executive Officers and Affiliates; Transactions and Arrangements Concerning the Shares,” and such information is incorporated herein by reference. The business address and business telephone number of each director and executive officer of AB PCIC are: c/o AB Private Credit Investors Corporation, 66 Hudson Boulevard East, New York, New York 10001 and (212) 969-1000.

TERMS OF THE TRANSACTION.

Material Terms. The material terms of the transaction are incorporated herein by reference from the Offer to Purchase under the headings “Summary Term Sheet,” “Introduction,” “Section 1—Number of Shares; Purchase Price; Cutbacks,” “Section 2—Purpose of the Offer; Certain Effects of the Offer; Plans or Proposals,” “Section 3—Procedures for Tendering Shares,” “Section 4—Withdrawal Rights,” “Section 5—Purchase of Shares and Payment of Purchase Price,” “Section 6—Conditions of the Offer,” “Section 8—Source and Amount of Funds,” “Section 10—Interests of Directors, Executive Officers and Affiliates; Transactions and Arrangements Concerning the Shares,” “Section 13—Material U.S. Federal Income Tax Consequences,” and “Section 14—Extension of the Offer; Termination; Amendment.” There will be no material differences in the rights of the remaining security holders of the Fund as a result of this transaction.

Purchases. None of our directors, executive officers or, to our knowledge, any of our affiliates intend to tender any Shares in the Offer. Therefore, the Offer will increase the proportional holdings of our affiliates.

PAST CONTACTS, TRANSACTIONS, NEGOTIATIONS AND AGREEMENTS.

Agreements Involving the Subject Fund’s Securities. Information regarding agreements involving AB PCIC’s securities is incorporated herein by reference from the Offer to Purchase under the heading “Section 10—Interests of Directors, Executive Officers and Affiliates; Transactions and Arrangements Concerning the Shares.” Except as set forth therein, the Fund does not know of any agreement, arrangement or understanding, whether or not legally enforceable, between the Fund and any other person with respect to the Fund’s securities.

PURPOSES OF THE TRANSACTION AND PLANS OR PROPOSALS.

Purposes. Information regarding the purpose of the transaction is incorporated herein by reference from the Offer to Purchase under the heading “Section 2—Purpose of the Offer; Certain Effects of the Offer; Plans or Proposals.”

Use of Securities Acquired. Information regarding the treatment of Shares acquired pursuant to the Offer is incorporated herein by reference from the Offer to Purchase under the heading “Section 2—Purpose of the Offer; Certain Effects of the Offer; Plans or Proposals.”

Plans. Information regarding any plans or proposals is incorporated herein by reference from the Offer to Purchase under the headings “Section 2—Purpose of the Offer; Certain Effects of the Offer; Plans or Proposals,” “Section 7—Price Range of Shares; Distributions,” and “Section 10—Interests of Directors, Executive Officers and Affiliates; Transactions and Arrangements Concerning the Shares.”

SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.

Source of Funds. Information regarding the source of funds is incorporated herein by reference from the Offer to Purchase under the heading “Section 8—Source and Amount of Funds.”

INTEREST IN SECURITIES OF THE SUBJECT COMPANY.

Securities Ownership. The information under the heading “Section 10—Interests of Directors, Executive Officers and Affiliates; Transactions and Arrangements Concerning the Shares” in the Offer to Purchase is incorporated herein by reference.

Securities Transactions. The information under the heading “Section 10—Interests of Directors, Executive Officers and Affiliates; Transactions and Arrangements Concerning the Shares” in the Offer to Purchase is incorporated herein by reference.

PERSONS/ASSETS, RETAINED, EMPLOYED, COMPENSATED OR USED.

Solicitations or Recommendations. The information under the headings “Summary Term Sheet” and “Section 15—Fees and Expenses” in the Offer to Purchase is incorporated herein by reference.

FINANCIAL STATEMENTS.

Financial Information. (1) Reference is made to the audited financial statements of the Fund for the fiscal years ended December 31, 2023 and December 31, 2022, which were prepared by the Fund and were filed with the Securities and Exchange Commission (“SEC”) on March 29, 2024 and March 31, 2023, respectively. Such financial statements are incorporated herein by reference in their entirety.

Pro Forma Financial Information. The Fund’s assets will be reduced by the amount of the tendered Shares that are purchased by the Fund. Thus, income relative to assets may be affected by the Offer.

ADDITIONAL INFORMATION.

Agreements, Regulatory Requirements and Legal Proceedings.

The information under the heading “Section 10—Interests of Directors, Executive Officers and Affiliates; Transactions and Arrangements Concerning the Shares” in the Offer to Purchase is incorporated herein by reference. The Fund will amend this Schedule TO to reflect material changes to information incorporated by reference in the Offer to Purchase to the extent required by Rule 13e-4(d)(2) promulgated under the Exchange Act.

The information under the heading “Section 12—Certain Legal Matters; Regulatory Approvals” in the Offer to Purchase is incorporated herein by reference.

Not applicable.

Not applicable.

None.

Other Material Information. The information set forth in the Offer to Purchase and the Notice of Intent, copies of which are filed herewith as Exhibits (a)(1)(A) and (a)(1)(B), respectively, as each may be amended or supplemented from time to time, is incorporated herein by reference. The Fund will amend this Schedule TO to include documents that the Fund may file with the Securities and Exchange Commission after the date of the Offer to Purchase pursuant to Sections 13(a), 13(c), or 14 of the Exchange Act and prior to the expiration of the Offer to the extent required by Rule 13e-4(d)(2) promulgated under the Exchange Act.

EXHIBITS.

INFORMATION REQUIRED BY SCHEDULE 13E-3.