BCP Investment Corp美股招股说明书(2026-03-23版)

BCP Investment Corporation (f/k/a, Portman Ridge Finance Corporation), or “we” “us” or the “Company”, is an externally managed,non-diversified closed-end investment company that has elected to be regulated as a business development company (“BDC”), under the InvestmentCompany Act of 1940, as amended (the “1940 Act”). Sierra Crest Investment Management LLC serves as our investment adviser and BC PartnersManagement 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 companiesbut may also invest in other investments such as loans to publicly-traded companies, high-yield bonds, and distressed debt securities (collectively, the“Debt Securities Portfolio”). We also invest in joint ventures and debt and subordinated securities issued by collateralized loan obligation funds (“CLOFund Securities”). In addition, from time to time we may invest in the equity securities of privately held middle market companies and may also receivewarrants or options to purchase common stock in connection with our debt investments. In our Debt Securities Portfolio, our investment objective is to generate current income and, to a lesser extent, capital appreciation from theinvestments in senior secured term loans, mezzanine debt and selected equity investments in privately-held middle market companies. We define themiddle market as comprising companies with EBITDA (earnings before interest, taxes, depreciation and amortization) of $10million to $50millionand/or total debt of $25million to $150million. We primarily invest in first and second lien term loans which, because of their priority in a company’scapital structure, we expect will have lower default rates and higher rates of recovery of principal if there is a default and which we expect will create astable stream of interest income. The first lien term loans may include traditional first lien senior secured loans or unitranche loans. Unitranche loanscombine characteristics of traditional first lien senior secured loans as well as second lien and/or mezzanine debt, or junior debt. Unitranche loans willexpose us to the risks associated with first lien loans and junior debt. While there is no specific collateral associated with senior unsecured debt, suchpositions are senior in payment priority over subordinated debt investments. The investments in our Debt Securities Portfolio are all or predominantlybelow investment grade, and have speculative characteristics with respect to the issuer’s capacity to pay interest and repay principal. We are offering $50.0million in aggregate principal amount of 7.50% notes due 2029 (the “Notes”). The Notes will mature on September 24,2029. We will pay interest on the Notes on April30 and October30 of each year, beginning April30, 2026. We may redeem the Notes in whole or inpart 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. The Notes will be issued in minimum denominations of $1,000 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, unsubordinatedindebtedness issued by us. Because the Notes will not be secured by any of our assets, they will be effectively subordinated to all of our existing andfuture secured indebtedness (or any 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 Notes will be structurally subordinated to all existing and future indebtedness and other obligationsof any of our subsidiaries because the Notes will be obligations exclusively of BCP Investment Corporation and not of any of our subsidiaries. TheNotes will be senior in right of payment to any future outstanding series of our preferred stock. None of our subsidiaries is a guarantor of the Notes andthe Notes will not be required to be guaranteed by any subsidiary we may acquire or create in the future. As of December31, 2025, we had$312.3million of debt outstanding, of which $162.0million was unsecured and unsubordinated indebtedness and $150.3million was securedindebtedness. None of our current indebtedness will be subordinated to the Notes. We do not intend to list the Notes on any securities exchange or automated dealer quotation system. This prospectus supplement, the accompanying prospectus, any free writing prospectus, and the information incorporated by reference in thisprospectus supplement and the accompanying prospectus contain important information you should know before investing in the Notes, includinginformation about risks. Please read these documents before you invest and retain them for future reference. Additional information about us, includingour annual, quarterly and