BCP Investment Corporation Announces Final Results of Its Modified “Dutch Auction” Tender Offer

Rhea-AI Summary

BCP Investment Corporation (NASDAQ: BCIC) announced final results of its modified Dutch auction tender offer, which expired on December 10, 2025. The Offer sought up to $9.0 million aggregate value of common shares. A total of 4.4 million shares were validly tendered at or below the indicated purchase price, and the Offeror Group accepted 0.7 million shares for purchase at $13.63 per share, for an aggregate cost of approximately $9.0 million excluding fees. The accepted shares represent approximately 5% of outstanding shares as of December 12, 2025. The company reported that the repurchase generated approximate NAV accretion of 1.0%. Payment will be made promptly by the Depositary in accordance with Offer terms.

Positive

• $9.0M aggregate repurchase authorization executed
• Accepted 0.7M shares purchased at $13.63
• Repurchase equals approximately 5% of outstanding shares
• Estimated ~1.0% NAV accretion reported

Negative

• 4.4M shares tendered but only 0.7M accepted
• Accepted price of $13.63 below highest tender threshold $14.93

Key Figures

Tender size $9.0M Maximum aggregate value of modified Dutch auction offer

Purchase price $13.63 per share Final Dutch auction clearing price

Tender range high $14.93 per share Highest price at or below which shares were validly tendered

Shares tendered 4.4M shares Validly tendered and not withdrawn at or below purchase price

Shares accepted 0.7M shares Total common shares purchased in the offer

Portion of float 5% Accepted shares as percentage of outstanding shares on Dec 12, 2025

Company portion $7.6M Approximate value of tendered shares purchased by the Company

Management portion $1.4M Approximate value of tendered shares purchased by other Offeror Group members

Market Reality Check

$12.72 Last Close

Volume Volume 20,393 vs 20-day average 85,694 (relative volume 0.24x) shows subdued trading ahead of this announcement. low

Technical Price 12.72 is trading above the 200-day MA at 12.14, despite a -3.05% move over the last 24 hours.

Historical Context

Date	Event	Sentiment	Move	Catalyst
Nov 17	Tender offer launch	Positive	-2.0%	Announced commencement of up to $9.0M modified Dutch auction tender.
Nov 06	Earnings update	Positive	+0.4%	Reported strong Q3 2025 income, NAV growth, and launched $9.0M tender.
Oct 08	Earnings scheduling	Neutral	-2.2%	Scheduled Q3 2025 earnings release and conference call details.
Sep 03	Corporate event	Positive	+0.3%	Announced ringing of Nasdaq opening bell tied to corporate rebranding.

Pattern Detected

Recent news has produced mixed reactions: tender-related headlines saw negative moves, while rebranding and earnings were followed by modest gains.

Recent Company History

This announcement finalizes the modified “Dutch Auction” tender offer of up to $9.0M, following its launch detailed on November 12, 2025. Earlier, third quarter 2025 results on November 6, 2025 highlighted strong growth in total investment income and NAV, and disclosed the same tender plan plus prior buybacks. In September, BCIC marked its Nasdaq opening bell event tied to its rebranding after merging with Logan Ridge Finance. Together, these events frame a period of capital actions, balance sheet changes, and corporate repositioning.

Market Pulse Summary

This announcement details the final results of a modified “Dutch Auction” tender offer for up to $9.0M of stock, clearing at $13.63 per share. About 0.7M shares, or 5% of outstanding shares, will be purchased, with roughly $7.6M from the Company and $1.4M from other offer participants. In context of prior earnings strength and recent balance sheet actions, investors may watch future capital allocation moves and any follow-on repurchase activity.

Key Terms

tender offer financial

"announced the final results of its modified “Dutch Auction” tender offer (the “Offer”)"

A tender offer is a proposal made by a person or company to buy shares from existing shareholders at a set price, usually higher than the current market value, within a specific time frame. It matters to investors because it can lead to a change in ownership or control of a company, and shareholders must decide whether to sell their shares at the offered price.

dutch auction financial

"final results of its modified “Dutch Auction” tender offer (the “Offer”)"

A Dutch auction for securities is a way to sell shares where potential buyers each state how many shares they want and the price they’ll pay, and the issuer picks one single price that fills the offer; everyone who bid at or above that price pays the same amount. Think of it like sealed envelopes with price offers and a single winning price chosen to match supply and demand. It matters to investors because it can produce a fairer market-driven price, affect how many shares they receive, and influence the proceeds and ownership stakes resulting from the sale.

par value financial

"shares of its common stock, par value $0.01 per share"

Par value is the fixed amount printed on a bond or stock that represents its original value when issued. It’s like the face value of a coin or bill—what the issuer promises to pay back or the starting price of a stock—though it often doesn’t change with market prices. It matters because it helps determine certain financial details, like how much the company will pay back at maturity.

notice of guaranteed delivery financial

"including shares that were tendered through notice of guaranteed delivery"

A notice of guaranteed delivery is a short, written promise used when investors want to sell shares in a tender offer but cannot deliver the physical or electronic share certificates by the offer deadline. It acts like a post-dated IOU: the seller guarantees they will provide the required documents within a short, specified window while still qualifying for the offer’s price and terms. For investors this preserves their right to participate in a deal while giving extra time to complete paperwork, but it also creates a reliance on timely follow-through to receive payment.

depositary financial

"final count by Broadridge Corporate Issuer Solutions LLC, the depositary and paying agent"

A depositary is a financial institution that holds and safeguards financial assets, such as stocks or bonds, on behalf of investors. It ensures that ownership records are accurate and that transactions are processed securely. For investors, a depositary provides a trustworthy way to manage their investments, similar to a secure vault that keeps valuables safe and organized.

paying agent financial

"Corporate Issuer Solutions LLC, the depositary and paying agent for the Offer"

A paying agent is a bank or company that helps deliver payments, like interest or dividends, to investors. It’s like a trusted middleman who makes sure everyone gets their money on time, so investors don’t have to handle the details themselves.

AI-generated analysis. Not financial advice.

Shares Tendered at $13.63 Per Share, Generating NAV Accretion of Approximately 1.0%¹

NEW YORK, Dec. 12, 2025 (GLOBE NEWSWIRE) -- BCP Investment Corporation (NASDAQ: BCIC) (“BCIC” or the “Company”) today announced the final results of its modified “Dutch Auction” tender offer (the “Offer”) to purchase for cash up to an aggregate of $9.0 million in value of shares of its common stock, par value $0.01 per share, which expired at 11:59 P.M. ET on December 10, 2025.

Based on the final count by Broadridge Corporate Issuer Solutions LLC, the depositary and paying agent for the Offer (the “Depositary”), a total of 4.4 million shares of BCIC’s common stock were validly tendered and not properly withdrawn at or below the purchase price of $14.93 per share, including shares that were tendered through notice of guaranteed delivery.

The Offer was 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 purchased shares, severally and not jointly.

In accordance with the terms and conditions of the Offer, the Offeror Group has accepted for purchase a total of 0.7 million shares of its common stock at a purchase price of $13.63 per share, for an aggregate cost of approximately $9.0 million excluding fees and expenses relating to the Offer. The 0.7 million shares accepted for purchase in the Offer represent approximately 5% of BCIC’s outstanding shares as of December 12, 2025.

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

The Depositary will promptly pay for the shares accepted for purchase in accordance with the terms and conditions of the Offer.

Questions regarding the tender offer may be directed to Broadridge Corporate Issuer Solutions, LLC at (855) 793-5068.

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

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1} Based on the September 30, 2025 Net Asset Value

FAQ

How many BCIC shares were accepted in the December 2025 tender offer (BCIC)?

The Offeror Group accepted 0.7 million BCIC shares for purchase.

What was the purchase price per share for BCIC in the December 2025 buyback?

Accepted shares were purchased at $13.63 per share.

What aggregate cost did BCIC incur for the December 2025 tender offer?

The aggregate cost of accepted shares was approximately $9.0 million, excluding fees and expenses.

What percentage of BCIC outstanding shares were repurchased in the December 2025 offer?

The accepted shares represent approximately 5% of outstanding shares as of December 12, 2025.

How many BCIC shares were tendered versus accepted in the December 2025 Offer?

A total of 4.4 million shares were tendered and 0.7 million shares were accepted for purchase.

Did the December 2025 BCIC repurchase affect net asset value (NAV)?

The company reported the repurchase generated approximately 1.0% NAV accretion.