SCHEDULE TO
This Tender Offer Statement on Schedule TO (the “Schedule TO”) relates to the tender offer by (i) BCP Investment Corporation, a Delaware
corporation (the “Company”), (ii) Edward Goldthorpe, the President and Chief Executive Officer of the Company, (iii) Patrick Schafer, the Chief Investment Officer of the Company and (iii) Brandon Satoren, the Chief Financial
Officer of the Company, (iv) Joseph Morea, a member of the Company’s board of directors, (v) George Grunebaum, a member of the Company’s board of directors, (vi) Sam Reinhart, an officer at an entity affiliated with the
Company’s investment adviser, and (vii) Nikita Klassen, an officer at an entity affiliated with the Company’s investment adviser (collectively, with the Company, the “Offeror Group”), to purchase, severally, and not
jointly, for cash up to $9.0 million in the aggregate of shares of the Company’s common stock, $0.01 par value per share (the “shares”), at a price per share specified by the 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 offer is being made upon the terms and subject to the conditions set forth in the Offer to Purchase, dated November 12, 2025 (as amended or
supplemented from time to time, the “Offer to Purchase”), a copy of which is filed herewith as Exhibit (a)(1)(A), and the accompanying Letter of Transmittal (as amended or supplemented from time to time, the “Letter of
Transmittal”), a copy of which is filed herewith as Exhibit (a)(1)(B), which together constitute the “Tender Offer.” Additional documents relating to the Tender Offer are filed as Exhibits (a)(1)(C), (a)(1)(D) and (a)(5). The
information contained in the Offer to Purchase and the Letter of Transmittal is incorporated herein by reference in response to all of the items of this Schedule TO as more particularly described below.
Item 1. Summary Term Sheet.
Reference is made to
the information set forth under “Summary Term Sheet” in the Offer to Purchase, which is incorporated herein by reference.
Item 2.
Subject Company Information.
(a) Name and Address. The name of the subject company and the issuer of the securities to which this Schedule TO
relates is BCP Investment Corporation. The address and telephone number of the Company are: 650 Madison Avenue, 3rd Floor, New York, NY 10022 and (212) 891-2880.
(b) Securities. The subject securities are the Company’s shares of common stock, par value $0.01 per share. As of November 11, 2025, there
are 13,064,667 shares of common stock outstanding.
(c) Trading Market and Price. Reference is made to the information set forth in the Offer to
Purchase under Section 8 — “Price Range of Shares; Dividends”, which is incorporated herein by reference.
Item 3.
Identity and Background of Filing Person.
This Schedule TO is being filed by the Offeror Group. The information set forth in Section 11 —
“Certain Information Concerning the Offeror Group” in the Offer to Purchase and in Schedule A of the Offer to Purchase is incorporated herein by reference.
Item 4. Terms of the Transaction.
The information
set forth in the Offer to Purchase is incorporated herein by reference.
Item 5. Past Contacts, Transactions, Negotiations and
Agreements.
The information set forth in the sections of the Offer to Purchase entitled “Summary Term Sheet” and
“Introduction”, and Sections 2, 11, and 12 — “Purpose of the Offer; Certain Effects of the Tender Offer; Plans or Proposals,” “Certain Information Concerning the Offeror Group,” “Background of the
Offer; Past Contacts,” in the Offer to Purchase is incorporated herein by reference.
