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, outlining the terms of a two-step merger transaction.

Key Highlights

  • Merger structure: Aria Acquisition Sub, Inc., a wholly-owned subsidiary of BCIC, will first merge with and into ICMB, after which ICMB will merge with and into BCIC, leaving BCIC as the surviving corporation.
  • Exchange Ratio: Each ICMB share will be converted into BCIC Common Stock at a ratio equal to 90% of ICMB's Per Share NAV divided by BCIC's Per Share NAV, both calculated as of the Determination Date.
  • Share cap: The aggregate number of BCIC shares to be issued cannot exceed 19.99% of BCIC shares outstanding as of November 11, 2026.
  • Cash component cap: Any BCIC Aggregate Cash Consideration is capped at 60% of the total Aggregate Merger Consideration.
  • Holdback Amount: $500,000 of the Aggregate Merger Consideration will be withheld and deposited into a separate fund to cover potential specified tax liabilities of ICMB for pre-merger periods, with any remaining balance released on or after October 15, 2027.
  • Board approvals: The boards of directors of both ICMB and BCIC, as well as the governing body of Acquisition Sub, have approved the Merger Agreement and declared it advisable and in the best interests of their respective stockholders.
  • Tax treatment: The parties intend for the Mergers, taken together, to qualify as a "reorganization" within the meaning of Section 368(a) of the Internal Revenue Code of 1986, as amended.

Terms of BCP Investment Corporation's Planned Acquisition of Investcorp Credit Management BDC

According to the filing, BCP Investment Corporation (NASDAQ:BCIC), a Delaware corporation, entered into the Merger Agreement 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 transaction is structured as a two-step merger: first, Acquisition Sub merges with and into ICMB, with ICMB surviving as a wholly-owned subsidiary of BCIC; second, immediately thereafter, ICMB merges with and into BCIC, with BCIC continuing as the surviving corporation.

The merger consideration, as described in the filing, is calculated using net asset values determined as of the Determination Date, defined as the second business day immediately preceding the expected closing date. The Exchange Ratio is the quotient of the ICMB Per Share NAV (equal to 90% of ICMB's Closing Net Asset Value per share) divided by the BCIC Per Share NAV, rounded to four decimal places. If the resulting Aggregate Share Consideration Value falls below 90% of ICMB's Closing Net Asset Value, BCIC may pay a cash supplement, subject to the 60% cap on cash as a portion of total consideration. The filing notes that if both the share and cash caps would result in consideration below 90% of ICMB's Closing Net Asset Value, the parties are required to negotiate in good faith to adjust the Exchange Ratio and/or the cash amount.

The filing states that a $500,000 Holdback Amount will be set aside from the merger consideration and deposited by BCIC into a fund held at 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 former ICMB stockholders on or promptly after October 15, 2027. The filing also notes that the Merger Agreement contains customary representations, warranties, and pre-closing covenants for both parties. The filing was made as a written communication pursuant to Rule 425 under the Securities Act.

What Was Disclosed

BCIC disclosed entry into a Merger Agreement with ICMB on November 11, 2026, detailing a two-step merger structure, an NAV-based exchange ratio, share and cash consideration caps, a $500,000 tax-related holdback provision, and board approvals from both companies.