COPIES TO:

Monica J. Shilling, P.C.
Kirkland & Ellis LLP

2049 Century Park East, 37th Floor
Los Angeles, California 90067

(310) 552-4200

Nicole M. Runyan, P.C.
Kirkland & Ellis LLP
601 Lexington Avenue
New York, New York 10022
(212) 446-4800

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

Check the appropriate boxes below to designate any transactions to which the statement relates:

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third-party tender offer subject to Rule 14d-1.

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issuer tender offer subject to Rule 13e-4.

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going-private transaction subject to Rule 13e-3.

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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: ☐

If applicable, check the appropriate box(es) below to designate the appropriate rule provision(s) relied upon:

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Rule 13e-4(i) (Cross-Border Issuer Tender Offer)

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Rule 14d-1(d) (Cross-Border Third-Party Tender Offer)

(a)

The name of the issuer is Vista Credit Strategic Lending Corp. (the “Company”). The Company is a closed-end management investment company that has elected to be regulated as a business development company under the Investment Company Act of 1940, as amended (the “1940 Act”). In addition, for U.S. federal income tax purposes, the Company has elected to be treated, and expects to qualify annually, as a regulated investment company under Subchapter M of the Internal Revenue Code of 1986, as amended. The Company is organized as a Maryland corporation. The principal executive office of the Company is located at 50 Hudson Yards, Floor 77, New York, NY 10001 and the telephone number is (212) 804-9100.

(b)

The title of the securities that are the subject of the offer to purchase and the related Letter of Transmittal (“Offer to Purchase” and the tender offer made thereby, the “Offer”) are Class I shares of common stock, par value $0.01 per share ("Class I Shares"), Class D shares of common stock, par value $0.01 per share ("Class D Shares"), and Class S shares of common stock, par value $0.01 per share ("Class S Shares" and together with Class I Shares and Class D Shares, the "Shares"), or portions thereof. As of the close of business on August 31, 2025, there were 26,010,625.623 Class I Shares outstanding, no Class D Shares outstanding and 3,138,621.254 Class S Shares outstanding. Subject to the conditions set forth in the Offer to Purchase, the Company will purchase up to 5.0% of the Company’s outstanding Shares that are tendered by holders of the Company’s Shares (“Stockholders”) and not withdrawn as described in the Offer to Purchase (the “Offer Amount”). The Shares subject to the Offer represent approximately 5.0% of the Company’s Shares outstanding as of August 31, 2025.

(c)

Shares are not traded in any market.

(a)

The Company is tendering for its own Shares. The information required by this Item is set forth in Item 2(a) above. Vista Credit BDC Management, L.P. (the “Adviser”) serves as the investment adviser for the Company. The Adviser is located at 50 Hudson Yards, Floor 77, New York, NY 10001 and its telephone number is (212) 804-9100. The members of the Company’s Board of Directors (the “Board”) are Greg Galligan, David Flannery, Sheila Finnerty, Olivia Kirtley and Stephen Riddick (each, a “Director”). The Chief Executive Officer and President is Greg Galligan, the General Counsel, Chief Compliance Officer and Secretary is Kenneth Burke, the Chief Financial Officer and Treasurer is Ross Teune and the Vice Presidents are David Flannery and Brendan Renehan. The Directors and the executive officers of the Company may be reached at the Company’s business address and phone number set forth in Item 2(a) above.

(b)-(c)

Not applicable.

(a) (1)(i)

Subject to the conditions set forth in the Offer to Purchase, the Company will purchase up to 1,457,462.344 Shares that are tendered by Stockholders by 11:59 p.m., Eastern Time, on October 22, 2025, and not withdrawn as described in Item 4(a)(1)(vi).

(ii)

The purchase price of a Share (or portion thereof) tendered will be its net asset value as of September 30, 2025, or a later date determined by the Company if the Offer is extended (in each case, the “Valuation Date”), upon the terms and subject to the conditions set forth in the Offer to Purchase. Reference is made to the Cover Page, Section 2 “Offer to Purchase and Price” and Section 6 “Purchases and Payment” of the Offer to Purchase, which are incorporated herein by reference.

Each Stockholder that tenders Shares that are accepted for purchase will be sent a written notice (the “Acceptance Notice”) notifying the Stockholder that the Company has received and accepted their tender. Such Stockholder will receive cash in an amount equal to the value of the Stockholder’s Shares accepted for purchase by the Company determined as of the Valuation Date. The Form of the Acceptance Notice is attached hereto as Exhibit (a)(1)(iv) and incorporated herein by reference.

(iii)

The Offer is scheduled to expire on October 22, 2025, unless extended. Reference is made to the Cover Page, Summary Term Sheet, Section 2 “Offer to Purchase and Price” and Section 5 “Withdrawal Rights” of the Offer to Purchase, which are incorporated herein by reference.

(iv)

Not applicable.

(v)

Reference is made to the Cover Page, Summary Term Sheet and Section 7 “Certain Conditions of the Offer” of the Offer to Purchase, which are incorporated herein by reference.

(vi)

Reference is made to Section 5 “Withdrawal Rights” of the Offer to Purchase, which is incorporated herein by reference.

(vii)

Reference is made to the Cover Page, Section 4 “Procedure for Tenders” and Section 5 “Withdrawal Rights” of the Offer to Purchase, which are incorporated herein by reference. Note that certain Stockholders may be required to deliver their Letter of Transmittal to their financial advisor (instead of directly to the Company’s transfer agent, State Street Bank and Trust Company). All Stockholders tendering Shares should carefully review their Letter of Transmittal and follow the delivery instructions therein.

(viii)

Reference is made to Section 4 “Procedure for Tenders” and Section 6 “Purchases and Payment” of the Offer to Purchase, which are incorporated herein by reference.

(ix)

Reference is made to the Cover Page, Section 3 “Amount of Tender,” and Section 6 “Purchases and Payment” of the Offer to Purchase, which are incorporated herein by reference.

(x)

Reference is made to Section 2 “Offer to Purchase and Price” of the Offer to Purchase, which is incorporated herein by reference.

(xi)

Not applicable.

(xii)

Reference is made to Section 10 “Certain Federal Income Tax Consequences” of the Offer to Purchase, which is incorporated herein by reference.

(a) (2)

Not applicable.

(b)

Any Shares to be purchased from any executive officer, Director or affiliate of the Company will be on the same terms and conditions as any other purchase of Shares. To the Company’s knowledge, none of the executive officers, Directors, or affiliates of the Company intends to tender Shares in the Offer.

(a)-(d)

Not applicable.

(e)

The Board has the discretion to determine whether the Company will purchase Shares from Stockholders from time to time pursuant to written tenders. The Adviser expects that it will recommend to the Board that the Company purchase Shares from Stockholders quarterly. However, the Company is not required to make any such repurchase offers or otherwise conduct tender offers and the Board may amend, suspend or terminate the Company’s share repurchase program at any time. Certain Stockholders have waived voting rights with respect to any Shares owned by such Stockholders in excess of 4.99% of the total number of Shares outstanding. The Company is not aware of any other agreement, arrangement, or understanding relating, directly or indirectly, to the Offer, whether or not legally enforceable, between: (i) the Company, the Adviser, the Company’s executive officers or Directors or any person controlling the Company, the Adviser, the Company’s executive officers or the Board; and (ii) any other person, with respect to any securities of the Company (including any contract, agreement, arrangement, or understanding concerning the transfer or the voting of any such securities, joint ventures, loan or option arrangements, puts or calls, guarantees of loans, guarantees against loss, or the giving or withholding of proxies, consents or authorizations).

(a)-(b)

Reference is made to Section 1 “Background and Purpose of the Offer” of the Offer to Purchase, which is incorporated herein by reference.

(c)

Reference is made to Section 8 “Certain Information About the Company” of the Offer to Purchase, which is incorporated herein by reference. Because Shares are not traded in any market, subsections (6), (7), and (8) of Regulation M-A Item 1006(c) are not applicable to the Company.

(a)-(d)

Reference is made to Section 6 “Purchases and Payment” of the Offer to Purchase, which is incorporated herein by reference.

(a)

Based on the number of Shares outstanding as of August 31, 2025, the following persons own the number of Shares indicated in the below table.

Person

Shares

Percentage of the Company’s
Outstanding Shares

David Flannery

55.719

*

Greg Galligan

51,070.408

*

Sheila Finnerty

—

—

Olivia Kirtley

—

—

Stephen Riddick

7,260.417

*

Ross Teune

55.719

*

Kenneth Burke

55.719

*

Brendan Renehan

55.719

*

VHG Capital, L.P. **

759,126.201

2.6%

(b)

Reference is made to Section 8 “Certain Information About the Company” of the Offer to Purchase, which is incorporated herein by reference. On August 1, 2025, VHG Capital, L.P. transferred 557,525.581 Shares to 296 Stockholders who subscribed for and were issued Shares between November 1, 2024 and June 30, 2025. In addition, during the past 60 days, the Company has issued to the Adviser, Directors and executive officers of the Company an aggregate of approximately 146.131 Shares, including the net impact of Shares issued pursuant to the Company’s distribution reinvestment plan, for net proceeds of approximately $2,873 from the Adviser, any Director or executive officer of the Company, or any person controlling the Company or the Adviser.

(a)

No persons have been employed, retained, or are to be compensated by the Company to make solicitations or recommendations in connection with the Offer to Purchase.

(a)

Not applicable. The consideration offered to security holders consists solely of cash. The Offer is not subject to any financing condition, and the Company is a public reporting company under Sections 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended, that files reports electronically on EDGAR.

(b)

Not applicable.

(a)

(1)

None.

(2)

None.

(3)

Not applicable.

(4)

None.

(5)

None.

(c)

The Offer to Purchase, attached hereto as Exhibit (a)(1)(ii), is incorporated herein by reference in its entirety.

(a)(1)(i)

Cover Letter to Offer to Purchase and Letter of Transmittal.

(a)(1)(ii)

Offer to Purchase.

(a)(1)(iii)

Form of Letter of Transmittal.

(a)(1)(iv)

Form of Notice from the Company to Stockholders in Connection with the Company’s Acceptance of Shares.

(a)(1)(v)

Form of Notice of Withdrawal of Tender.

(a)(2) – (4)

Not applicable.

(b)

None.

(d)

Not applicable.

(g)

Not applicable.

(h)

Not applicable.

EX-FILING FEES

Filing Fee Table.

VISTA CREDIT STRATEGIC LENDING CORP.

By:

/s/ Gregory Galligan

Name:

Gregory Galligan

Title:

Chief Executive Officer and President

Exhibit

(a)(1)(i)

Cover Letter to Offer to Purchase and Letter of Transmittal.

(a)(1)(ii)

Offer to Purchase.

(a)(1)(iii)

Form of Letter of Transmittal.

(a)(1)(iv)

Form of Notice from the Company to Stockholders in Connection with the Company’s Acceptance of Shares.

(a)(1)(v)

Form of Notice of Withdrawal of Tender.

EX-FILING FEES

Filing Fee Table.