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BCP Investment sells $10M of 7.50% 2029 notes

BCP Investment Corp (BCIC) entered into a note purchase agreement on September 2, 2026 to issue and sell $10,000,000 in aggregate principal amount of additional 7.50% notes due 2029 under its effective Form N-2 shelf registration.

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

BCP Investment Corp (BCIC) entered into a note purchase agreement on September 2, 2026 to issue and sell $10,000,000 in aggregate principal amount of additional 7.50% notes due 2029 under its effective Form N-2 shelf registration. These new notes are fungible with the previously issued $50,000,000 of 7.50% notes due 2029 and will form a single series under the same indenture.

The notes, issued under a base indenture dated October 10, 2012 and a sixth supplemental indenture dated March 24, 2026, mature on September 24, 2029 and bear interest at 7.50% per year, payable semi-annually on April 30 and October 30. BCP Investment Corp intends to use the net proceeds to repay $10.0 million principal of LRFC 5.25% fixed rate notes due 2026 and to pay down other indebtedness.

The notes are general unsecured obligations that rank senior to expressly subordinated debt, pari passu with other unsecured unsubordinated debt, effectively junior to secured debt to the extent of collateral value, and structurally junior to subsidiary and financing vehicle obligations. They are redeemable at the company’s option at par plus a make-whole premium before April 24, 2029 and at par on or after that date. The indenture includes covenants tied to Investment Company Act asset coverage, ongoing financial reporting if Exchange Act reporting ceases, and commercially reasonable efforts to maintain a rating on the notes.

Positive

  • None.

Negative

  • None.
Item 1.01 Entry into a Material Definitive Agreement Business
The company signed a significant contract such as a merger agreement, credit facility, or major partnership.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement Financial
The company incurred a new significant debt or off-balance-sheet obligation.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, or exhibit attachments filed with this report.
New notes issued $10,000,000 principal Additional 7.50% notes due 2029 issued on September 2, 2026
Existing notes $50,000,000 principal 7.50% notes due 2029 previously issued on March 24, 2026
Total notes series $60,000,000 principal Aggregate principal of 7.50% notes due 2029 after adding new notes
Interest rate 7.50% per year Coupon on the notes due 2029
Maturity date September 24, 2029 Final maturity of the notes
Refinanced LRFC notes $10.0 million principal LRFC 5.25% fixed rate notes due 2026 to be repaid with proceeds
Refinanced interest rate 5.25% per year Coupon on LRFC notes being repaid
Interest payment dates April 30 and October 30 Semi-annual interest payments on the notes
indenture financial
"The New Notes are being issued under the Base Indenture, dated as of October 10, 2012"
An indenture is a legal agreement between a company that borrows money by issuing bonds and the people who buy those bonds. It explains the rules the company must follow, like paying back the money and keeping certain financial promises. This document helps both sides understand their rights and responsibilities.
make-whole premium financial
"at the Company’s option at any time or from time to time prior to April 24, 2029 at par value plus a “make-whole” premium"
A make-whole premium is an extra payment a borrower must give bondholders when repaying debt early to compensate them for lost future interest; think of it as a lump-sum “catch-up” to leave lenders financially where they would have been if the loan had run its full term. It matters to investors because it affects how much they receive on early redemption and influences a company’s decision to refinance or repay debt, altering bond value and expected returns.
asset coverage requirements financial
"requiring the Company to comply with the asset coverage requirements of Sections 18(a)(1)(A) and 18(a)(1)(B)"
A rule or covenant that specifies the minimum value of a company’s assets that must be held to back its debts, obligations or issued securities. It’s like a lender or regulator asking someone to keep enough cash in the bank to cover outstanding loans; for investors, stronger asset coverage means lower risk of loss if the company faces trouble, while weak coverage raises default or dilution concerns.
Investment Company Act of 1940 regulatory
"as modified by Section 61(a)(2) of the Investment Company Act of 1940, as amended"
A U.S. federal law that sets the rulebook for pooled investment vehicles such as mutual funds, exchange-traded funds and similar money managers, requiring them to register with regulators, disclose holdings and fees, limit conflicts of interest, and follow governance standards. It matters to investors because these protections and transparency rules act like a referee and scoreboard, helping people compare funds, trust that managers follow fair practices, and spot hidden costs or risks.
pari passu financial
"rank pari passu with all existing and future unsecured unsubordinated indebtedness"
An instruction that different claims, securities, or creditors are treated equally and share rights or payments on the same priority level. For investors, it means their position will be paid or have voting power alongside others in the same class rather than being favored or subordinated—think of several people standing in one bus line who all get on together rather than some cutting ahead. That parity affects expected recovery in reorganizations, dividend order, and relative risk.
structurally junior financial
"rank structurally junior to all existing and future indebtedness"

FAQ

What new debt is BCIC issuing according to this 8-K?
BCP Investment Corp is issuing $10,000,000 in additional 7.50% notes due 2029 under an effective Form N-2 shelf registration. These new notes are consolidated into the same series as the previously issued 7.50% notes due 2029.

How will BCP Investment Corp (BCIC) use the $10 million note proceeds?
BCP Investment Corp intends to use the net proceeds to repay $10.0 million principal of LRFC 5.25% fixed rate notes due 2026 and to pay down other indebtedness, thereby refinancing part of its existing debt stack.

What are the main terms of BCIC’s 7.50% notes due 2029?
The notes bear interest at 7.50% per year, payable semi-annually on April 30 and October 30, and mature on September 24, 2029. They may be redeemed at par plus a make-whole premium before April 24, 2029 and at par on or after that date.

How do BCIC’s new notes rank relative to other obligations?
The notes are general unsecured obligations. They rank senior to expressly subordinated debt, pari passu with other unsecured unsubordinated debt, effectively junior to secured debt to the extent of collateral value, and structurally junior to obligations of subsidiaries and financing vehicles.

What covenants apply to BCIC’s 7.50% notes due 2029?
The indenture includes covenants requiring compliance with asset coverage requirements under Sections 18(a)(1)(A) and 18(a)(1)(B) as modified by Section 61(a)(2) of the Investment Company Act, providing financial information if Exchange Act reporting stops, and using commercially reasonable efforts to maintain a rating on the notes.

What is the total size of BCIC’s 7.50% notes due 2029 series after this transaction?
After issuing the new notes, the 7.50% notes due 2029 series consists of the existing $50,000,000 plus an additional $10,000,000, resulting in an aggregate principal amount of $60,000,000 in this series.

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false0001372807 0001372807 2026-09-02 2026-09-02 iso4217:USD
 
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
 
FORM
8-K
 
 
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): September 2, 2026
 
 
BCP Investment Corporation
(Exact name of registrant as specified in its charter)
 
 
 
Delaware
  
814-00735
  
20-5951150
(State or other jurisdiction
of incorporation)
  
(Commission
File Number)
  
(IRS Employer
Identification No.)
650 Madison Avenue, 3rd Floor
New York, New York
  
10022
(Address of principal executive offices)
  
(Zip Code)
(Registrant’s telephone number, including area code): (212)
891-2880
 
(Former name or former address, if changed since last report)
 
 
Check the appropriate box below if the Form
8-K
filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instructions A.2. below):
 
☐
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
☐
Soliciting material pursuant to Rule
14a-12
under the Exchange Act (17 CFR
240.14a-12)
 
☐
Pre-commencement
communications pursuant to Rule
14d-2(b)
under the Exchange Act (17 CFR
240.14d-2(b))
 
☐
Pre-commencement
communications pursuant to Rule
13e-4(c)
under the Exchange Act (17 CFR
240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Exchange Act:
 
Title of each class
  
Trading
Symbol(s)
  
Name of each exchange
on which registered
Common Stock, par value $0.01 per share   BCIC   The NASDAQ Global Select Market
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule
12b-2
of the Securities Exchange Act of 1934 (§
240.12b-2
of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
 
 
 
Item 1.01.
Entry into a Material Definitive Agreement.
Additional Notes Offering
On September 2, 2026, BCP Investment Corporation (the “Company”) entered into a note purchase agreement (the “Note Purchase Agreement”), by and among the Company and each purchaser named therein (the “Purchasers”), in connection with the issuance and sale of $10,000,000 in aggregate principal amount of additional 7.50% notes due 2029 (the “New Notes”), pursuant to an effective shelf registration statement on Form
N-2
(File
No. 333-283443),
as amended, which was declared effective on February 10, 2025. The New Notes are being issued as additional notes under the same indenture pursuant to which the Company previously issued $50,000,000 aggregate principal amount of 7.50% Notes due 2029 on March 24, 2026 (the ”Existing Notes” and, together with the New Notes, the “Notes”). The New Notes will be consolidated with and treated as a single series with the Existing Notes and will have the same terms as to status, redemption and otherwise (other than issue date) as the Existing Notes. The Company intends to use the net proceeds of the offering to repay an aggregate principal amount of $10.0 million of the LRFC 5.25% fixed rate notes due 2026 and to pay down other indebtedness.
The New Notes are being issued under the Base Indenture, dated as of October 10, 2012, between the Company and U.S. Bank Trust Company, National Association (the “Trustee”), as supplemented by the Sixth Supplemental Indenture, dated as of March 24, 2026 (together, the “Indenture”), pursuant to which the Existing Notes were previously issued.
The Notes will mature on September 24, 2029. The Notes may be redeemed in whole or in part at the Company’s option at any time or from time to time prior to April 24, 2029 at par value plus a “make-whole” premium calculated in accordance with the terms under “optional redemption” in the Indenture and at par value on April 24, 2029 or thereafter.
The Notes bear interest at the rate of 7.50% per year, payable semi-annually on April 30 and October 30 of each year, commencing on April 30, 2026. The Notes are general unsecured obligations of the Company that rank senior in right of payment to all of the Company’s existing and future indebtedness that is expressly subordinated in right of payment to the Notes, rank
pari passu
with all existing and future unsecured unsubordinated indebtedness issued by the Company, rank effectively junior to any of the Company’s secured indebtedness (including unsecured indebtedness that the Company later secures) to the extent of the value of the assets securing such indebtedness, and rank structurally junior to all existing and future indebtedness (including trade payables) incurred by the Company’s subsidiaries, financing vehicles or similar facilities.
The Indenture contains certain covenants, including covenants requiring the Company to comply with the asset coverage requirements of Sections 18(a)(1)(A) and 18(a)(1)(B) as modified by Section 61(a)(2) of the Investment Company Act of 1940, as amended, whether or not it is subject to those requirements, and to provide financial information to the holders of the Notes and the Trustee if the Company is no longer subject to the reporting requirements under the Securities Exchange Act of 1934, as amended. Additionally, the Company has agreed to use its commercially reasonable efforts to maintain a rating of the Notes from a rating agency, as defined in the Indenture, as long as the Notes are outstanding. These covenants are subject to important limitations and exceptions that are described in the Indenture.
The foregoing description of the New Notes does not purport to be complete and is qualified in its entirety by reference to the full text of the Note Purchase Agreement and Indenture, filed as exhibits hereto and incorporated by reference herein.
 
Item 2.03.
Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance
Sheet Arrangement of a Registrant.
The information required by Item 2.03 contained in Item 1.01 of this Current Report on Form
8-K
is incorporated herein by reference.
Item 9.01.
Financial Statements and Exhibits.
(d) Exhibits.
 
Exhibit
Number
   
Exhibit
 4.1    Sixth Supplemental Indenture, dated as of March 24, 2026, relating to the 7.50% Notes due 2029, by and between the Company and U.S. Bank Trust Company, National Association, as trustee. (Incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on March 24, 2026.)
 4.2    Form of 7.50% Notes due 2029. (Incorporated by reference to Exhibit 4.1 hereto.)
 5.1    Opinion of Dechert LLP, dated September 3, 2026.
10.1    Note Purchase Agreement, dated September 2, 2026.
104    Cover Page Interactive Data File (embedded within the Inline XBRL document).
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
BCP INVESTMENT CORPORATION
By:  
/s/ Brandon Satoren
Name:   Brandon Satoren
Title:   Chief Financial Officer
Date: September 3, 2026

Source: View Original Filing on SEC EDGAR

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