Investcorp Credit Management BDC, Inc. to Merge into BCP Investment Corporation

The companies expect higher net investment income per share and savings from eliminating redundant ICMB public-company expenses.

Rhea-AI Summary

BCP Investment Corporation (NASDAQ: BCIC) signed a definitive merger agreement to acquire Investcorp Credit Management BDC (NASDAQ: ICMB), subject to ICMB stockholder approval. Consideration equals 90% of ICMB’s closing net asset value, adjusted for transaction expenses, repayment of ICMB’s outstanding debt and certain tax-related items. Payment will use BCIC shares valued at closing net asset value per share, capped at 19.99% of BCIC shares outstanding at signing, with any remainder in cash.

The companies expect closing in the first calendar quarter of 2027, higher net investment income per share and operational synergies. Holders representing approximately 41% of ICMB shares outstanding on November 9, 2026 agreed to support the merger. Current ICMB holders are expected to own up to approximately 16.7% of the combined company. ICMB’s board unanimously approved the transaction.

5 points · 0 major

MixediHow this balance works

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Rhea-AI gives every point it takes from this document a weight. Minor counts 1, Moderate 3 and Major 9, so one Major point outweighs several Minor ones. The bar adds up the weights on each side, and when neither side holds more than 65% of the total the balance reads Mixed.

It reads the document as published, with the same rules for every company, and it does not look at what the market expected or at how the stock traded, so a point can be objectively good on a day the stock falls.

Rhea-AI Sentiment measures something else, the tone of the wording.

How the balance worksHow Sentiment works

0 major · 3 points

Hollow bars mark forward-looking points. How the balance works

Positive

• Moderate pointDefinitive merger agreement adds ICMB to BCIC at 90% of ICMB’s closing net asset value, subject to adjustments.
• Minor point. Forward-looking: it has not happened yet and may not happen.Net investment income per share is expected to increase following closing.
• Minor point. Forward-looking: it has not happened yet and may not happen.Operational synergies are expected from larger scale and eliminating redundant ICMB public-company expenses.
• Minor point. Forward-looking: it has not happened yet and may not happen.Lower financing costs and improved trading liquidity are expected by BCIC from the combination.
• Minor pointApproximately 41% of ICMB shares outstanding on November 9, 2026 are covered by voting-support agreements.

Negative

• Moderate point. Forward-looking: it has not happened yet and may not happen.New BCIC shares, valued at closing net asset value per share, dilute holders; issuance capped at 19.99% of signing-date shares.
• Minor point. Forward-looking: it has not happened yet and may not happen.Remaining consideration beyond the share issuance cap will be paid in cash.
• Minor pointICMB stockholder approval remains required before the merger can close.

News Explained

At the market-price basis used for the stated 126% premium, the current estimate is $1.38 per ICMB share, using BCIC’s November 9, 2026 close and ICMB’s $0.61 close; using both companies’ September 30, 2026 net asset values, adjusted for estimated transaction expenses, the estimate is $2.49.

Key Figures

ICMB stockholder voting agreements: Approximately 41% of shares outstanding Expected combined-company ownership: Up to approximately 16.7% Aggregate consideration: 90% of ICMB net asset value +4 more

ICMB stockholder voting agreements

Approximately 41% of shares outstanding

Certain stockholders agreed to vote for the merger; measured as of November 9, 2026

Expected combined-company ownership

Up to approximately 16.7%

Expected ownership for current ICMB stockholders after the transaction

Aggregate consideration

90% of ICMB net asset value

At closing, subject to specified adjustments

BCIC share issuance cap

19.99% of BCIC common stock outstanding at signing

Maximum number of BCIC shares issuable under the agreement

Implied ICMB share value

Approximately $2.49 per share

Based on the stated net asset values and adjusted for estimated transaction expenses

Premium to ICMB closing price

Approximately 126%

Transaction value based on BCIC's November 9, 2026 closing price

Expected transaction completion

First calendar quarter of 2027

Subject to stockholder approval and customary closing conditions

Key Terms

net asset value, business development company, proxy statement/prospectus, earnings before interest, taxes, depreciation, and amortization

4 terms

net asset value financial

"aggregate consideration equal to 90% of ICMB’s net asset value at closing"

Net asset value is the total value of an investment fund's assets minus any liabilities, divided by the number of shares or units outstanding. It represents the per-share worth of the fund, similar to how the value of a house is determined by its total worth after debts are subtracted. Investors use it to gauge the true value of their holdings and to compare different investment options.

View in glossary

business development company financial

"regulated as a business development company under the Investment Company Act of 1940"

A business development company is a publicly traded investment vehicle that lends to and buys stakes in smaller or privately held companies, acting like a combination of a lender, investor, and business partner. It matters to investors because BDCs offer the potential for higher regular income through dividends and diversified exposure to growing businesses, but they can also carry greater credit and liquidity risk than typical stocks or bonds—think higher-yielding but riskier income instruments.

proxy statement/prospectus regulatory

"will be contained in the Proxy Statement/Prospectus when it becomes available"

A proxy statement or prospectus is a document that companies send to shareholders to provide important information about upcoming decisions or investments, such as voting on company issues or offering new shares to the public. It helps investors understand the details and risks involved, enabling them to make informed choices about their ownership or involvement with the company.

earnings before interest, taxes, depreciation, and amortization financial

"earnings before interest, taxes, depreciation, and amortization of at least $15 million"

Earnings before interest, taxes, depreciation, and amortization (EBITDA) is a measure of a company's profitability that shows how much money it makes from its core operations before accounting for certain expenses. It’s like looking at the raw earnings from the main business activity, ignoring costs related to borrowing, government taxes, and the wearing out of equipment. Investors use EBITDA to compare how well different companies are performing without the influence of financial and accounting decisions.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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NEW YORK, Nov. 11, 2026 (GLOBE NEWSWIRE) -- Investcorp Credit Management BDC, Inc. (NASDAQ: ICMB) (“ICMB”) and BCP Investment Corporation (NASDAQ: BCIC) (the “Company” or “BCIC”), a business development company managed by Sierra Crest Investment Management LLC (“Sierra Crest”), an affiliate of BC Partners Advisors L.P. (“BC Partners”), announced today that they have entered into a definitive merger agreement under which ICMB will merge with BCIC, subject to approval by ICMB stockholders.

The transaction has been unanimously approved by ICMB’s Board of Directors, following the recommendation of the independent Special Committee. Both the Special Committee and ICMB’s Board of Directors recommend that ICMB stockholders vote in favor of the proposed merger.

Management Commentary

Ted Goldthorpe, Chief Executive Officer and Chairman of the Board of BCIC, stated, “This transaction marks another step in executing our vision of driving consolidation across the BDC sector. We have long believed that greater scale can deliver meaningful benefits, and the combination of ICMB and BCIC is expected to generate immediate cost synergies, lower financing costs and improved trading liquidity. We believe these benefits will position the combined company to deliver stronger long-term value for stockholders.”

Suhail A. Shaikh, President and Chief Executive Officer of ICMB stated, “This transaction reflects ICMB’s longstanding commitment to pursuing optimal returns for our stockholders. We believe the combination with BCIC positions the Company to deliver long-term value for stockholders. ICMB’s size and scale have been challenging to navigate in current market conditions. We believe that a combination with BCIC provides our stockholders the benefits of scale and access that Sierra Crest brings in the private credit market.”

Thomas J. Sullivan, Chair of the Special Committee, added: “This transaction is the result of an intentional, considered strategic review process to identify the right partner to support ICMB in the next stage of its journey. Our decision to merge with BCIC, under Sierra Crest’s management, represents an opportunity for greater flexibility over the long term in this late-stage credit cycle. We are pleased to partner on behalf of our stockholders, and we look forward to delivering updates on our progress in future announcements.”

Transaction Highlights

• Stockholders should expect to realize net investment income per share accretion following the closing of the transaction;
• The transaction is expected to deliver operational synergies for the combined company from the larger pro forma scale and the elimination of redundant ICMB public company related expenses;
• Significant stockholders of ICMB, including certain director and executive officers, have entered into key stockholder agreements with BCIC and agreed to vote their ICMB shares in favor of the transaction, representing approximately 41% of ICMB’s shares outstanding as of November 9, 2026; and
• Following the transaction, current ICMB stockholders are expected to own up to approximately 16.7% of the combined company.
  
  

Under the terms of the agreement, ICMB stockholders will receive aggregate consideration equal to 90% of ICMB’s net asset value at closing, subject to adjustments for transaction expenses, repayment of ICMB’s outstanding debt and certain tax-related items. The consideration will be paid in BCIC shares, valued at 100% of BCIC’s net asset value per share at closing, with the number of shares issued capped at 19.99% of BCIC’s common stock outstanding at signing. Any remaining consideration will be paid in cash.

Based on respective net asset values for ICMB ($2.76 per share) and BCIC ($13.00 per share) (both based on September 30, 2026 net asset value per share adjusted for currently estimated transaction expenses), the merger transaction currently values ICMB shares at approximately $2.49 per share, which represents 90% of ICMB’s net asset value, adjusted for estimated transaction expenses. Using BCIC’s closing price of $6.57 on November 9, 2026, the merger transaction currently values ICMB shares at approximately $1.38 per share, which represents approximately 126% premium to ICMB’s closing price of $0.61 on November 9, 2026.

In addition to approval by ICMB stockholders, the closing of the merger is subject to customary conditions. The parties currently expect the transaction to be completed in the first calendar quarter of 2027.

Transaction Advisors

Houlihan Lokey Capital, Inc. is serving as financial advisor to the Special Committee of the Board of Directors of ICMB, Fried Frank Harris Shriver & Jacobson LLP is serving as the Special Committee’s counsel and Dechert LLP is serving as counsel to ICMB. Simpson Thacher & Bartlett LLP is serving as counsel to BCIC.

Investor Presentation and Conference Call

BCIC and ICMB will host a joint conference call on Thursday, November 12, 2026 at 8:00am Eastern Time to discuss the transaction. All interested persons are invited to participate on the call and can access the conference call by dialing (646) 307-1963. Conference ID is 2135550. A live audio webcast of the conference call can be accessed via the Internet, on a listen-only basis at https://edge.media-server.com/mmc/p/ykee8aoy. The online archive of the webcast will be available on the Company’s website shortly after the call at https://www.bcpinvestmentcorporation.com/ in the Investor Relations section under Events and Presentations.

About Investcorp Credit Management BDC, Inc.

Investcorp Credit Management BDC, Inc. (NASDAQ: ICMB) is an externally managed, closed-end, non-diversified management investment company that has elected to be regulated as a business development company under the Investment Company Act of 1940. ICMB’s investment objective is to maximize the total return to its stockholders in the form of current income and capital appreciation through debt and related equity investments by targeting investment opportunities with favorable risk-adjusted returns. ICMB seeks to invest primarily in middle-market companies that have annual revenues of at least $50 million and earnings before interest, taxes, depreciation, and amortization of at least $15 million. ICMB’s investment activities are managed by its investment adviser, CM Investment Partners LLC. To learn more about Investcorp Credit Management BDC, Inc., please visit www.icmbdc.com.

About BCP Investment Corporation

BCP Investment Corporation (NASDAQ: BCIC) is a publicly traded, externally managed 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, and affiliate of BC Partners Advisors L.P. BCIC’s filings with the Securities Exchange Commission (the “SEC”), earnings releases, press releases and other financial, operational and governance information are available on its website at www.bcpinvestmentcorporation.com.

Forward-Looking Statements

This communication contains “forward-looking” statements as that term is defined in Section 27A of the Securities Act, and Section 21E of the Exchange Act, as amended by the Private Securities Litigation Reform Act of 1995, including statements regarding the proposed transaction between ICMB and BCIC pursuant to the Merger Agreement dated November 11, 2026, by and among ICMB, BCIC, and a wholly-owned subsidiary of BCIC. All statements, other than historical facts, including statements regarding the expected timing of the closing of the proposed transaction; the ability of the parties to complete the proposed transaction considering the various closing conditions; the expected benefits of the proposed transaction such as improved operations, enhanced revenues and cash flow, growth potential, market profile and financial strength; the competitive ability and position of the combined company following completion of the proposed transaction; and any assumptions underlying any of the foregoing, are forward-looking statements. Forward-looking statements concern future circumstances and results and other statements that are not historical facts and are sometimes identified by the words “may,” “will,” “should,” “potential,” “intend,” “expect,” “endeavor,” “seek,” “anticipate,” “estimate,” “overestimate,” “underestimate,” “believe,” “could,” “project,” “predict,” “continue,” “target” or other similar words or expressions. 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 underlying assumptions prove incorrect, actual results may vary materially from those indicated or anticipated by such forward-looking statements. The inclusion of such statements should not be regarded as a representation that such plans, estimates or expectations will be achieved. Important factors that could cause actual results to differ materially from such plans, estimates or expectations include, among others, (1) that one or more closing conditions to the transaction may not be satisfied or waived, on a timely basis or otherwise, including the required approval by the stockholders of ICMB may not be obtained; (2) the risk that the mergers or other transactions contemplated by the Merger Agreement may not be completed in the time frame expected by ICMB and BCIC or at all; (3) unexpected costs, charges or expenses resulting from the proposed transaction; (4) uncertainty of the expected financial performance of the combined company following completion of the proposed transaction; (5) uncertainty with respect to the trading levels of shares of the combined company’s common stock on NASDAQ; (6) failure to realize the anticipated benefits of the proposed transaction, including as a result of delay in completing the proposed transaction or integrating the businesses of ICMB and BCIC; (7) the ability of the combined company to implement its business strategy; (8) difficulties and delays in achieving synergies and cost savings of the combined company; (9) inability to retain and hire key personnel; (10) the occurrence of any event that could give rise to termination of the Merger Agreement; (11) the risk that stockholder litigation in connection with the proposed transaction may affect the timing or occurrence of the contemplated merger or result in significant costs of defense, indemnification and liability; (12) evolving legal, regulatory and tax regimes; (13) changes in laws or regulations or interpretations of current laws and regulations that would impact BCIC’s classification as a business development company; and (14) changes in general economic and/or industry specific conditions. Some of these factors are enumerated in the filings ICMB and BCIC have made with the Securities and Exchange Commission (the “SEC”), and will be contained in the materials ICMB and BCIC will file with the SEC in connection with the proposed transactions under the Merger Agreement, including BCIC’s registration statement on Form N-14 (the “Registration Statement”), which will include ICMB’s proxy statement on Schedule 14A that also constitutes a prospectus of BCIC (the “Proxy Statement/Prospectus”).

The inclusion of forward-looking statements should not be regarded as a representation that any plans, estimates or expectations will be achieved. Any forward-looking statements speak only as of the date of this communication. Except as required by federal securities laws, neither ICMB nor BCIC undertakes any obligation to update or revise any forward-looking statements, whether as a result of new information or development, future events or otherwise. Readers are cautioned not to place undue reliance on any of these forward-looking statements.

Additional Information and Where to Find It

In connection with the merger, BCIC plans to file with the SEC the Registration Statement that will include the Proxy Statement/Prospectus. After the Registration Statement is declared effective by the SEC, ICMB will mail the Proxy Statement/Prospectus to its stockholders. The Proxy Statement/Prospectus and Registration Statement will each contain important information about BCIC, ICMB, the merger and related matters. STOCKHOLDERS OF ICMB AND BCIC ARE URGED TO READ THE PROXY STATEMENT/PROSPECTUS AND THE REGISTRATION STATEMENT AND OTHER DOCUMENTS THAT ARE FILED OR WILL BE FILED WITH THE SEC AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THESE DOCUMENTS CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT BCIC, ICMB, THE MERGER AND RELATED MATTERS. Investors and security holders will be able to obtain the documentation filed with the SEC free of charge at the SEC's website, http://www.sec.gov and for documents filed by BCIC, from BCIC's website at www.bcpinvestmentcorporation.com and for documents filed by ICMB, from ICMB's website at https://www.icmbdc.com. The information contained on, or that may be accessed through, the websites referenced in this press release is not incorporated by reference into, and is not a part of, this press release.

Participation in the Solicitation

ICMB, its directors and certain of its executive officers may be deemed to be participants in the solicitation of proxies from the stockholders of ICMB in connection with the proposed merger.  Information about the directors and executive officers of ICMB is set forth in its Annual Report on Form 10-K for the year ended December 31, 2025, which was filed by ICMB with the SEC on March 31, 2026 and its proxy statement for its 2025 Annual Meeting of Stockholders, which was filed with the SEC on November 10, 2025. Additional information regarding the directors and executive officers of ICMB will be contained in the Proxy Statement/Prospectus when it becomes available. These documents may be obtained free of charge from the sources indicated above.

No Offer or Solicitation

The information in this communication is for informational purposes only and shall not constitute an offer to sell or the solicitation of an offer to sell or the solicitation of an offer to buy any securities or the solicitation of any vote or approval in any jurisdiction pursuant to or in connection with the proposals included in the Proxy Statement/Prospectus or otherwise, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in contravention of applicable law. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act.

Contacts:

BCP Investment Corporation
650 Madison Avenue, 3rd floor
New York, NY 10022
info@bcpinvestmentcorporation.com

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

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

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

Media
Daniel.Yunger@kekstcnc.com
James.Hartwell@kekstcnc.com

Investcorp Credit Management BDC, Inc.
Jenny.Boyd@fticonsulting.com
ICMBinfo@investcorp.com

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What will ICMB shareholders receive in the BCIC merger?

ICMB shareholders will receive aggregate consideration equal to 90% of ICMB’s net asset value at closing, subject to adjustments for transaction expenses, repayment of ICMB’s outstanding debt and certain tax-related items. BCIC shares will be valued at closing net asset value per share, with issuance capped at 19.99% of BCIC shares outstanding at signing; any remainder will be cash.

When is the BCIC and ICMB merger expected to close?

The companies expect the merger to close in the first calendar quarter of 2027. Completion requires ICMB stockholder approval and satisfaction of customary closing conditions.

How do net asset value and BCIC’s market price affect the stated ICMB merger valuation?

The merger currently values ICMB at approximately $2.49 per share on the stated net-asset-value basis, versus approximately $1.38 per share using BCIC’s November 9, 2026 closing price of $6.57. The latter represents an approximately 126% premium to ICMB’s $0.61 closing price that day. The net-asset-value calculation uses September 30, 2026 values adjusted for currently estimated transaction expenses.