BCP Investment Corporation Announces Commencement of Modified “Dutch Auction” Tender Offer to Purchase up to $9.0 Million of Its Common Stock

Rhea-AI Summary

BCP Investment Corporation (NASDAQ: BCIC) commenced a modified “Dutch Auction” tender offer on November 12, 2025 to buy up to $9.0 million of its common stock at a purchase price set by tendering stockholders between $13.63 and $14.93 per share, cash, less withholding and without interest. The offer will expire at 11:59 P.M. ET on December 10, 2025, unless extended.

The Offeror Group includes BCIC and certain officers and directors; the company will purchase approximately the first $7.6 million of tenders and the other Offeror Group members will purchase approximately the remaining $1.4 million. A single purchase price within the stated range will be determined after expiration and proration may apply.

Positive

• Share repurchase program authorized for $9.0 million
• Company to purchase approximately $7.6 million of tenders using available cash
• Purchase price range set at $13.63–$14.93 per share

Negative

• Proration may cause partial acceptance of shares tendered at or below the purchase price
• Company expects to use available cash and pay fees and expenses to fund the Tender Offer

Insights

Corporate Finance Strategist

BCIC launched a modified Dutch auction to repurchase up to $9.0 million of common stock, expiring on December 10, 2025.

The transaction uses available cash to buy shares at a single clearing price set between $13.63 and $14.93. The Company will purchase approximately the first $7.6 million, while other named members of the Offeror Group will severally purchase the remaining $1.4 million. This structure concentrates most cash repurchases with the Company and allocates a defined portion to insiders and affiliated entities.

Key dependencies include the final clearing Purchase Price within the stated range and the proration mechanism that may leave some tendered shares unpurchased. Monitor the announced Purchase Price and the aggregate tendered amount at the December 10, 2025 Expiration Date to gauge the net reduction in outstanding shares and immediate cash outflow.

Shareholder Returns Analyst

The offer is a cash-funded repurchase program with a capped size and proration, signaling capital deployment toward buybacks.

The Offeror Group will acquire up to $9.0 million of shares at a single price set within the $13.63–$14.93 range, with no fractional shares purchased and returned tenders credited through DTC if not accepted. The mechanics limit purchases to the cap and introduce acceptance risk via proration for shareholders tendering at or below the clearing price.

Watch for the announced clearing Purchase Price and the total accepted dollar amount immediately after the December 10, 2025 Expiration Date to see how much cash is spent and how many shares are retired; those two items determine the program's immediate impact on per-share metrics and ownership concentration over a short (days) horizon.

NEW YORK, Nov. 17, 2025 (GLOBE NEWSWIRE) -- BCP Investment Corporation (NASDAQ: BCIC) (“BCIC” or the “Company”) today announced that it commenced a modified “Dutch Auction” tender offer on November 12, 2025 to purchase for cash up to an aggregate of $9.0 million of shares of its common stock, par value $0.01 per share (the “shares”), at a price per share specified by tendering stockholders of not less than $13.63 and not more than $14.93, in cash, less any applicable withholding taxes and without interest.

The Tender Offer is being made by a group consisting of (i) BCP Investment Corporation, (ii) Edward Goldthorpe, President and Chief Executive Officer of the Company, (iii) Patrick Schafer, Chief Investment Officer of the Company, (iv) Brandon Satoren, Chief Financial Officer of the Company, (v) Joseph Morea, a member of the Company’s Board of Directors, (vi) George Grunebaum, a member of the Company’s Board of Directors, (vii) Sam Reinhart, an officer at an entity affiliated with the Company’s investment adviser, and (viii) Nikita Klassen, an officer at an entity affiliated with the Company’s investment adviser (collectively, with the Company, the “Offeror Group”). Each member of the Offeror Group will purchase shares, severally and not jointly.

The Company will purchase approximately the first $7.6 million of tendered shares, and the other members of the Offeror Group will purchase, severally, and not jointly, approximately the remaining $1.4 million of tendered shares.

Additional Details

The Tender Offer will expire at 11:59 P.M. ET, on December 10, 2025, unless extended (the “Expiration Date”).

After the Expiration Date, the Offeror Group will determine a single purchase price within the stated range that will enable the Offeror Group to acquire, severally, and not jointly, up to $9.0 million of shares.

All shares purchased will be acquired at the same purchase price, regardless of if they were tendered at a lower price. However, because of the proration provisions described in the Offer to Purchase, all of the shares properly tendered and not properly withdrawn at or below the Purchase Price may not be purchased if those shares have an aggregate purchase price in excess of $9.0 million. The Offeror Group will not purchase shares tendered at prices greater than the Purchase Price or shares that they do not accept for purchase under the terms of the Tender Offer because of the proration provision. Shares tendered but not purchased pursuant to the Offer to Purchase will be returned promptly following the Expiration Date.

No fractional shares will be purchased in the Tender Offer. If any tendered shares are not purchased for any reason, the Letter of Transmittal with respect to such shares not purchased will be of no force or effect and shares tendered through The Depository Trust Company’s (“DTC”) Automated Tender Offer Program (“ATOP”) will be credited to the account maintained with DTC by the participant who delivered the shares at Company’s expense.

The full details of the Tender Offer, including complete instructions on how to tender shares, are contained in the Offer to Purchase, the related Letter of Transmittal, and other documents which together have been filed with the U.S. Securities and Exchange Commission (“SEC”) on November 12, 2025 (collectively, the “Tender Materials”).

Stockholders may obtain copies of the Tender Materials free of charge from the SEC’s website at www.sec.gov.

Important Notice

The information in this press release describing the Company’s Tender Offer is for informational purposes only and does not constitute an offer to buy or the solicitation of an offer to sell shares of the Company’s common stock in the Tender Offer. The Company expects to use available cash to purchase shares in the Tender Offer and to pay for fees and expenses incurred in executing the Tender Offer. The full details of the Tender Offer are included in the Tender Materials which the Company has filed with the SEC and is disseminating to stockholders.

About BCP Investment Corporation

BCP Investment Corporation (Nasdaq: BCIC) is a publicly traded, externally managed closed-end investment company that has elected to be regulated as a business development company under the Investment Company Act of 1940. BCIC’s middle market investment business originates, structures, finances and manages a portfolio of term loans, mezzanine investments and selected equity securities in middle market companies. BCIC’s investment activities are managed by its investment adviser, Sierra Crest Investment Management LLC, an affiliate of BC Partners Advisors L.P.

BCIC’s filings with the Securities and Exchange Commission, earnings releases, press releases and other financial, operational and governance information are available on BCIC’s website at www.bcpinvestmentcorporation.com.

Cautionary Statement Regarding Forward-Looking Statements
This press release contains forward-looking statements. The matters discussed in this press release, as well as in future oral and written statements by management of BCP Investment Corporation, that are forward-looking statements are based on current management expectations that involve substantial risks and uncertainties which could cause actual results to differ materially from the results expressed in, or implied by, these forward-looking statements. Forward-looking statements relate to future events or our future financial performance and include, but are not limited to, projected financial performance, expected development of the business, plans and expectations about future investments and the future liquidity of the Company. We generally identify forward-looking statements by terminology such as “may,” “will,” “should,” “expects,” “plans,” “anticipates,” “could,” “intends,” “target,” “projects,” “outlook”, “contemplates,” “believes,” “estimates,” “predicts,” “potential” or “continue” or the negative of these terms or other similar words. Forward-looking statements are based upon current plans, estimates and expectations that are subject to risks, uncertainties, and assumptions. Should one or more of these risks or uncertainties materialize, or should the underlying assumptions prove to be incorrect, actual results may vary materially from those indicated or anticipated by such forward-looking statements.

Contacts:
BCP Investment Corporation
650 Madison Avenue, 3rd floor
New York, NY 10022

Brandon Satoren
Chief Financial Officer
Brandon.Satoren@bcpartners.com
(212) 891-2880

The Equity Group Inc.
Lena Cati
lcati@theequitygroup.com
(212) 836-9611

Val Ferraro
vferraro@theequitygroup.com
(212) 836-9633

FAQ

What is the size and price range of BCIC's Dutch auction tender offer announced November 17, 2025?

BCIC opened a tender to buy up to $9.0 million of common stock at prices between $13.63 and $14.93 per share.

When does the BCIC tender offer expire and when was it started?

The Tender Offer commenced on November 12, 2025 and is set to expire at 11:59 P.M. ET on December 10, 2025, unless extended.

How much of the BCIC tender will the company itself purchase versus other Offeror Group members?

The company will purchase approximately the first $7.6 million of tenders; other Offeror Group members will purchase roughly $1.4 million.

Will all shares tendered to BCIC be purchased if the offer is oversubscribed?

No. A single purchase price will be set and proration may apply, so some properly tendered shares may not be purchased.

How will BCIC fund the tender offer announced in November 2025?

The company expects to use available cash and will pay fees and expenses incurred in executing the Tender Offer.