BCP Investment Corporation filed a Rule 425 communication on November 13, 2026, containing the transcript of its Q3 2026 earnings call held November 12, 2026, which detailed a proposed merger under which Investcorp Credit Management BDC, Inc. will merge with and into BCIC.

Key Highlights

  • Merger terms: ICMB stockholders will receive aggregate consideration equal to 90% of ICMB's net asset value, paid in newly issued BCIC common stock valued at 100% of BCIC's NAV per share at closing.
  • Indicative per-share consideration: Based on September 30, 2026 NAVs and current expense estimates, ICMB stockholders would receive approximately 0.172 shares of BCIC common stock and approximately $0.26 in cash per ICMB share, representing total consideration of approximately $2.49 per ICMB share at BCIC's NAV.
  • Premium to market: Based on BCIC's closing stock price of $6.57 on November 9, 2026, the transaction values ICMB at approximately $1.38 per share, a 127% premium to ICMB's closing price of $0.61 on that date, according to the filing.
  • Stockholder support: Investcorp and certain other ICMB stockholders, including Stifel and ICMB's directors and officers, together holding approximately 41% of ICMB's outstanding shares, have entered into agreements to vote in favor of the transaction.
  • Board approval: The transaction was unanimously approved by the boards of both BCIC and ICMB, with ICMB's approval made upon the unanimous recommendation of its Special Committee of independent directors.
  • Fifth merger for BCIC: According to the filing, this is the fifth merger transaction BCIC has entered into since BC Partners assumed management in April 2019, following OHA Investment Corporation, Garrison Capital, Harvest Capital Credit, and Logan Ridge Finance Corporation.
  • Post-closing structure: The combined company will continue to trade on Nasdaq under the ticker BCIC, managed by Sierra Crest under BCIC's existing investment advisory agreement.

BCIC and ICMB Merger: Transaction Details and Strategic Context

According to the filing, BCP Investment Corporation (NASDAQ:BCIC) has entered into a definitive merger agreement with Investcorp Credit Management BDC, Inc., under which ICMB will be merged with and into BCIC, with BCIC continuing as the surviving company. BCIC is externally managed by Sierra Crest Investment Management LLC, an affiliate of BC Partners, while ICMB is externally managed by CM Investment Partners LLC, an affiliate of Investcorp. The joint press release announcing the transaction was dated November 11, 2026.

The filing states that the final exchange ratio will be determined using net asset values of both companies calculated on a consistent basis, net of transaction expenses, within 48 hours prior to closing, with each company bearing its own transaction costs. Ted Goldthorpe, Chief Executive Officer of BCIC, noted in the transcript that BCIC is issuing its shares at net asset value rather than at market price, and that because ICMB's net assets are being acquired at a discount to their closing NAV, the company expects the transaction to be accretive to BCIC's NAV per share at closing, as well as accretive to net investment income over time. If the number of BCIC shares required to fund consideration exceeds 19.99% of BCIC's issued and outstanding common stock immediately prior to closing, the excess is to be paid to ICMB stockholders in cash.

Suhail Shaikh, President and Chief Executive Officer of ICMB, stated in the transcript that ICMB's Board formed a Special Committee of independent directors to review strategic alternatives, and that in April the Special Committee engaged Houlihan Lokey as its financial advisor. That review, the filing states, included contact with "a broad range of potential counterparties" and evaluation of "a wide range of alternatives." The Special Committee concluded that the BCIC transaction offered the most compelling outcome for ICMB stockholders. The filing also discloses that ICMB had previously suspended its quarterly distribution and that its size had made it increasingly difficult to absorb fixed costs as a standalone public company. BCIC intends to file a registration statement on Form N-14 with the SEC that will include a proxy statement of ICMB and a prospectus of BCIC.

What Was Disclosed

The Rule 425 filing contains a transcript of BCIC's Q3 2026 earnings call, covering the terms, strategic rationale, and background of the proposed merger with ICMB, including per-share consideration estimates, board approvals, and stockholder voting agreements.