BCP Investment Corporation filed a current report on November 12, 2026, disclosing that it entered into an Agreement and Plan of Merger with Investcorp Credit Management BDC, Inc. on November 11, 2026, through a two-step merger structure involving a wholly-owned subsidiary.

Key Highlights

  • Merger agreement signed: BCP Investment Corporation and Investcorp Credit Management BDC, Inc. entered into an Agreement and Plan of Merger on November 11, 2026.
  • Two-step structure: Aria Acquisition Sub, Inc., a direct wholly-owned subsidiary of BCIC, will first merge with and into ICMB, after which ICMB will merge with and into BCIC.
  • Exchange ratio tied to NAV: The exchange ratio will equal 90% of ICMB's per-share net asset value divided by BCIC's per-share net asset value, each calculated as of the Determination Date.
  • Share issuance cap: The aggregate number of BCIC shares to be issued cannot exceed 19.99% of shares of BCIC Common Stock outstanding as of November 11, 2026.
  • Cash consideration limit: Any BCIC Aggregate Cash Consideration cannot exceed 60% of the total Aggregate Merger Consideration.
  • Holdback amount: $500,000 of the Aggregate Merger Consideration will be held back and deposited into a separate fund to cover potential specified tax liabilities, with any remaining balance released on or promptly after October 15, 2027.
  • Board approvals obtained: The boards of directors of both ICMB and BCIC, and ICMB's special committee, have approved and declared the Merger Agreement and transactions advisable and in the best interests of their respective stockholders.

BCIC-ICMB Merger Terms: Structure, Consideration, and Holdback Provisions

According to the filing, BCP Investment Corporation (NASDAQ:BCIC), a Delaware corporation, entered into an Agreement and Plan of Merger on November 11, 2026, with Investcorp Credit Management BDC, Inc. ("ICMB"), a Maryland corporation, and Aria Acquisition Sub, Inc., a Maryland corporation and direct wholly-owned subsidiary of BCIC. The filing discloses that the parties intend for the mergers, taken together, to be treated as a "reorganization" within the meaning of Section 368(a) of the Internal Revenue Code of 1986, as amended.

The merger consideration, as described in the filing, is structured so that each share of ICMB Common Stock (par value $0.001 per share) will be converted into a pro-rata portion of the Aggregate Merger Consideration. That consideration consists of BCIC Common Stock (par value $0.01 per share) issued at the Exchange Ratio, plus a potential cash component if the Aggregate Share Consideration Value falls below 90% of the ICMB Closing Net Asset Value. The Exchange Ratio is defined as the quotient, rounded to four decimal places, of the ICMB Per Share NAV (equal to 90% of ICMB's closing NAV per share) divided by the BCIC Per Share NAV, each calculated as of the Determination Date. The filing states that the aggregate BCIC shares issued cannot exceed 19.99% of BCIC shares outstanding as of November 11, 2026, and the cash component cannot exceed 60% of the Aggregate Merger Consideration.

The filing further discloses that $500,000, described as the "Holdback Amount," will be withheld from ICMB stockholders at closing and deposited with a nationally recognized financial institution. This fund is designated solely to satisfy any taxes, interest, penalties, and related costs arising from certain tax matters pertaining to ICMB for periods prior to the First Merger. Any remaining balance is to be released to ICMB stockholders on or promptly after October 15, 2027. The Merger Agreement, the filing notes, contains customary representations, warranties, and pre-closing covenants for both parties.

What Was Disclosed

The filing disclosed that BCIC entered into an Agreement and Plan of Merger with ICMB on November 11, 2026, covering the two-step merger structure, the NAV-based exchange ratio, share and cash consideration limits, a $500,000 holdback fund for specified tax liabilities, and board approvals from both companies.