BCP Investment Corp美股招股说明书(2025-10-14版)

BCP Investment Corporation (f/k/a, Portman Ridge Finance Corporation), or “we” “us” or the “Company”, is an externally managed,non-diversifiedclosed-endinvestment company that has elected to be regulated as a business development company (“BDC”), under the Investment Company Act of 1940, as amended (the “1940Act”). Sierra Crest Investment Management LLC serves as our investment adviser and BC Partners Management LLC serves as our administrator. We originate, structure, and invest in secured term loans, bonds or notes and mezzanine debt primarily in privately-held middle market companies but may alsoinvest in other investments such as loans to publicly-traded companies, high-yield bonds, and distressed debt securities (collectively, the “Debt Securities Portfolio”). Wealso invest in joint ventures and debt and subordinated securities issued by collateralized loan obligation funds (“CLO Fund Securities”). In addition, from time to timewe may invest in the equity securities of privately held middle market companies and may also receive warrants or options to purchase common stock in connection withour debt investments. In our Debt Securities Portfolio, our investment objective is to generate current income and, to a lesser extent, capital appreciation from the investments in seniorsecured term loans, mezzanine debt and selected equity investments in privately-held middle market companies. We define the middle market as comprising companieswith EBITDA (earnings before interest, taxes, depreciation and amortization) of $10million to $50million and/or total debt of $25million to $150million. We primarilyinvest in first and second lien term loans which, because of their priority in a company’s capital structure, we expect will have lower default rates and higher rates ofrecovery of principal if there is a default and which we expect will create a stable stream of interest income. The first lien term loans may include traditional first liensenior secured loans or unitranche loans. Unitranche loans combine characteristics of traditional first lien senior secured loans as well as second lien and/or mezzaninedebt, or junior debt. Unitranche loans will expose us to the risks associated with first lien loans and junior debt. While there is no specific collateral associated with seniorunsecured debt, such positions are senior in payment priority over subordinated debt investments. The investments in our Debt Securities Portfolio are all orpredominantly below investment grade, and have speculative characteristics with respect to the issuer’s capacity to pay interest and repay principal. We are offering $35.0million in aggregate principal amount of7.50% notes due 2028(the “2028 Notes”)and $75.0million in aggregate principal amount of7.75% notes due 2030(the “2030 Notes”, and, together with the 2028 Notes, the “Notes”). The 2028 Notes and the 2030 notes will mature on October15, 2028 andOctober15, 2030, respectively. We will pay interest on the Notes on April30 and October30 of each year, beginning October30, 2025. We may redeem the Notes inwhole or in part at any time or from time to time, at the redemption price set forth under the section titled “Description of the Notes — Optional Redemption” in thisprospectus supplement. In addition, holders of the Notes can require us to repurchase some or all of the Notes at a purchase price equal to 100% of their principalamount, plus accrued and unpaid interest to, but not including, the repurchase date, upon the occurrence of a Change of Control Repurchase Event (as defined herein).Also, in the event that an Interest Rate Adjustment Event (as defined herein) occurs, the Notes will bear interest at a fixed rate per annum which is 0.75% above thestated rate of the Notes, as applicable, from the date of the occurrence of the Interest Rate Adjustment Event to and until the date on which the Interest Rate AdjustmentEvent is no longer continuing. The Notes will be issued in minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof. The Notes will be our direct unsecured obligations and rank equal in right of payment with all outstanding and future unsecured, unsubordinated indebtednessissued by us. Because the Notes will not be secured by any of our assets, they will be effectively subordinated to all of our existing and future secured indebtedness (orany indebtedness that is initially unsecured as to which we subsequently grant a security interest) to the extent of the value of the assets securing such indebtedness. The Table of Contents Notes will be structurally subordinated to all existing and future indebtedness and other obligations of any of our subsidiaries because the Notes will be obligationsexclusively of BCP Investment Corporation and not of any of our subsidiaries. The Notes will be senior in right of payment to any future outstanding series of ourpreferred stock. None of our subsidiaries is a guarantor of the Notes and the Notes will not be r