BCP Investment Corp (BCIC): M&A transaction — Portman Ridge closes merger with Logan Ridge, rebrands as BCP Investment Corp, announces share repurchase plan

BCP Investment Corp

Merger closed July 15, 2025; LRFC shareholders received 1.5 PTMN shares each (approx. 4M shares issued).
Combined company has >$600M in assets; PTMN to rebrand as BCP Investment Corporation (ticker BCIC).
Company plans to transition to monthly base distributions starting 2026, with quarterly supplemental distributions.
Management/affiliates intend to buy up to 20% of outstanding stock if price below 80% of NAV ($15.08 based on March 31 NAV).
LRFC paid $0.47/share cash payment and declared $0.38/share tax distribution to legacy LRFC shareholders.

Key facts

Extracted from this filing and checked against the source text.

Debt Financings SEC 8-K Item 2.03/2.04 confidence 0.9

BCP Investment Corp incurred senior notes of $50,000,000 million with U.S. Bank Trust Company, National Association at 6.00% maturing due 2026.

Instrument: senior notes
Principal: $50,000,000 million
Counterparty: U.S. Bank Trust Company, National Association
Rate: 6.00%
Maturity: due 2026
Event: incurrence

Exact text from the filing

The Fifth Supplemental Indenture relates to the Company’s assumption of $50,000,000 million in aggregate principal amount of LRFC’s 6.00% Notes due 2026 (the “2026 Notes”).

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Debt Financings SEC 8-K Item 2.03/2.04 confidence 0.9

BCP Investment Corp incurred convertible notes of $2.5 million at 6.00% maturing due April 1, 2032.

Instrument: convertible notes
Principal: $2.5 million
Rate: 6.00%
Maturity: due April 1, 2032
Event: incurrence

Exact text from the filing

The Assignment and Assumption Agreement relates to the Company’s assumption of $2.5 million in aggregate principal amount of 6.00% 2032 Convertible Notes, due April 1, 2032 (the “2032 Notes”)

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M&A Transactions SEC 8-K Item 2.01/5.01 confidence 0.9

BCP Investment Corp completed an acquisition involving Logan Ridge Finance Corporation for approximately 4.0 million shares of PTMN common stock (closed 2025-07-15).

Action: acquisition
Counterparty: Logan Ridge Finance Corporation
Consideration: approximately 4.0 million shares of PTMN common stock
Closing: 2025-07-15

Exact text from the filing

LRFC was converted into the right to receive 1.5 shares of common stock, par value $0.01 per share, of the Company. As a result, the Company issued an aggregate of approximately 4.0 million shares of its common stock to LRFC’s former stockholders. The foregoing description of the Merger Agreement is a summary only and is qualified in its entirety by reference to the

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BCP Investment Corp filing history →

Source: SEC EDGAR

accession 0001628280-25-035078

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