BCIC 10-K & 10-Q changes, risk factors and insider trading
BCP Investment Corp · Nasdaq · CIK 1372807 · All filings on SEC.gov
At a glance
What changed in the latest 10-K
Risk Factors
New heading “The 2026 Notes, 2028 Notes, 2030 Notes and 2032 Convertible Notes are unsecured and therefore are effectively subordinated to any secured indebtedness we have currently incurred or may incur in the future and will rank pari passu with, or equal to, all outstanding and future unsecured indebtedness issued by us and our general liabilities (total liabilities, less debt).”
New heading “We may choose to redeem the 2026 Notes, 2028 Notes, 2030 Notes or 2032 Convertible Notes when prevailing interest rates are relatively low.”
New heading “Technological developments in artificial intelligence could disrupt the markets in which we operate and subject us to increased competition, legal and regulatory risks and compliance costs.”
Removed heading “The announcement and pendency of the merger with LRFC could adversely affect the Company’s businesses, financial results and operations.”
Removed heading “Most stockholders will experience a reduction in percentage ownership and voting power in the combined company as a result of the Mergers.”
Removed heading “The termination of the Merger Agreement could negatively impact the Company.”
Removed heading “The Merger Agreement limits the ability of the Company to pursue alternatives to the Mergers.”
Removed heading “The Company will be subject to operational uncertainties and contractual restrictions while the Mergers are pending.”
Removed heading “If the Mergers do not close, the Company will not benefit from the expenses it has incurred in pursuit of the Mergers.”
Removed heading “Litigation filed against LRFC or the Company in connection with the Mergers could result in substantial costs and could delay or prevent the Mergers from being completed.”
Removed heading “The Mergers are subject to closing conditions, including stockholder approvals, that, if not satisfied or (to the extent legally allowed) waived, will result in the Mergers not being completed, which may result in material adverse consequences to the business and operations of the Company.”
Removed heading “The 4.875% Notes due 2026 are unsecured and therefore are effectively subordinated to any secured indebtedness we may incur.”
Removed heading “The optional redemption provision may materially adversely affect your return on the Exchange Notes.”
Largest changes
“From time to time, LRFC and the Company may be subject to legal actions, including securities class action lawsuits and derivative lawsuits, as well as various regulatory, governmental and law enforcement inquiries, investigations and subpoenas in connection with the Mergers. These or any similar securities class action lawsuits and derivative lawsuits, regardless of their merits, may result in substantial costs and divert management time and resources. …”see in full comparison
“The current global financial market situation, as well as various social and political tensions in the United States and around the world (including the deterioration in the bilateral relationship between the United States and China, the conflict between Russia and Ukraine, and the conflict between Hamas and Israel), may contribute to increased market volatility, may have long-term effects on the United States and worldwide financial markets and may cause economic uncertainties or deterioration in the United States and worldwide. The impact of downgrades by rating agencies to the U.S. …”see in full comparison
We may not be able to repurchase thesee in full comparison4.875%2026 Notes, 2028 Notes, 2030 Notesdueor20262032 Convertible Notes upon a Change of Control Repurchase Event (as defined in the relevant indenturegoverning the 4.875% Notes due 2026)ifbecause wedomay not have sufficient funds. We would not be able to borrow under our Credit Facility or KeyBank Credit Facility to finance such a repurchase of the Notes, and we expect that any future credit facility would have similar limitations. Upon a Change of Control Repurchase Event, holders of the4.875%2026 Notes, 2028 Notes, 2030 Notesdueor20262032 Convertible Notes may require us to repurchase for cash some or all of the4.875%2026 Notes, 2028 Notes, 2030 Notesdueor20262032 Convertible Notes, as applicable, at a repurchase price equal to 100% of the aggregate principal amount of the4.875%2026 Notes, 2028 Notes, 2030 Notesdueor20262032 Convertible Notes being repurchased, plus accrued and unpaid interest to, but not including, the repurchase date. The terms of our Credit Facility and KeyBank Credit Facility also provide that certain change of control events will constitute an event of default thereunder entitling the lenders to accelerate any indebtedness outstanding under our Credit Facility or KeyBank Credit Facility at that time and to terminate our Credit Facility or KeyBank Credit Facility, as applicable. Our and our subsidiaries’ future financing facilities may contain similar restrictions and provisions. Our failure to purchase such tendered4.875%2026 Notes, 2028 Notes, 2030 Notesdueor20262032 Convertible Notes upon the occurrence of such Change of Control Repurchase Event would cause an event of default under theindentureindentures governing the4.875%2026 Notes, 2028 Notes, 2030 Notesdueand20262032 Convertible Notes, as applicable, andmay causea cross-default under the agreements governing certain of our other indebtedness, including under the 2026 Notes, 2028 Notes, 2030 Notes and 2032 Convertible Notes, as applicable, and the agreements governing the Credit Facility and KeyBank Credit Facility, as applicable, which may result in the acceleration of such indebtedness requiring us to repaythatsuch indebtedness immediately. If the holders of the 2026 Notes, 2028 Notes, 2030 Notes or 2032 Convertible Notes exercise their respective right to require us to repurchase any 2026 Notes, 2028 Notes, 2030 Notes or 2032 Convertible Notes, respectively, upon a Change of Control Repurchase Event (as defined in the relevant indenture), the financial effect of any such repurchase could cause a default under our current and future debt instruments, even if the Change of Control Repurchase Event itself would not cause default. If a Change of Control Repurchase Event were to occur, we may not have sufficient funds to repay any such acceleratedindebtedness and/or to make the required repurchase of the 4.875% Notes due 2026.indebtedness.
“The current global financial market situation, as well as various social and political tensions in the United States and around the world, may contribute to increased market volatility, may have long-term effects on the United States and worldwide financial markets and may cause economic uncertainties or deterioration in the U.S. and worldwide. The impact of downgrades by rating agencies to the U.S. …”see in full comparison
“Technological developments in artificial intelligence could disrupt the markets in which we operate and subject us to increased competition, legal and regulatory risks and compliance costs.”see in full comparison
“Litigation filed against LRFC or the Company in connection with the Mergers could result in substantial costs and could delay or prevent the Mergers from being completed.”see in full comparison
Full comparison: every changed paragraph (79)
We may default under the Revolving Credit Facility, theKeyBank 4.875%Credit Facility, 2026 Notes, 2028 Notes, 2030 Notes dueor 20262032 Convertible Notes (each, as defined below), or any future indebtedness or be unable to amend, repay or refinance any such facility or financing arrangement on commercially reasonable terms, or at all, which could have a material adverse effect on our business, financial condition, results of operations and cash flows.
Major public health issues, such as the COVID-19 pandemic,pandemics, could have an adverse impact on our financial condition and results of operations and other aspects of our business.
We and our portfolio investments and third-party service providers may be subject to cybersecurity risks and our business could be adversely affected by changes to data protection laws and regulations.
Developments in artificial intelligence could disrupt markets in which we operate and subject us to increased competition, legal and regulatory risks and compliance costs.
The announcement and pendency of the merger with LRFC could adversely affect the Company’s businesses, financial results and operations.
As described further below, on January 29, 2025, the Company entered into a Merger Agreement (as defined below). See “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations — Recent Developments.” The announcement and pendency of the Mergers (as defined below) could cause disruptions in, and create uncertainty surrounding, our businesses, including affecting relationships with existing and future borrowers, which could have a significant negative impact on future revenues and results of operations, regardless of whether the Mergers are completed. In addition, the Company has diverted, and will continue to divert, management resources towards the completion of the Mergers, which could have a negative impact on future revenues and results of operations.
The Company is also subject to the restrictions on the conduct of its businesses prior to the completion of the Mergers set forth in the Merger Agreement. Generally, these restrictions will require the Company to conduct its businesses only in the ordinary course and subject to specific limitations, including, among other things, certain restrictions on their ability to make certain investments and acquisitions, sell, transfer or dispose of their assets, amend its organizational documents and enter into or modify certain material contracts. These restrictions could prevent us from pursuing otherwise attractive business opportunities, industry developments and future opportunities and may otherwise have a significant negative impact on our future investment income and results of operations.
Most stockholders will experience a reduction in percentage ownership and voting power in the combined company as a result of the Mergers.
If the Mergers are consummated, the Company’s stockholders will experience a reduction in their percentage ownership interests and effective voting power in respect of the combined company relative to their percentage ownership interests in the Company prior to the Mergers unless they hold a comparable or greater percentage ownership in LRFC. Consequently, the Company’s stockholders should generally expect to exercise less influence over the management and policies of the combined company following the Mergers than they currently exercise over the management and policies of the Company.
In addition, prior to completion of the Mergers, subject to certain restrictions in the Merger Agreement and certain restrictions under the 1940 Act for issuances at prices below the then-current NAV per share of LRFC common stock and the Company’s common stock, LRFC and the Company may issue additional shares of LRFC common stock and the Company’s common stock, respectively, which would further reduce the percentage ownership of the combined company to be held by current LRFC stockholders and the Company’s stockholders.
The termination of the Merger Agreement could negatively impact the Company.
If the Merger Agreement is terminated, there may be various consequences, including:
the business of the Company may have been adversely impacted by the failure to pursue other beneficial opportunities due to the focus of management on the Mergers, without realizing any of the anticipated benefits of completing the Mergers; and LRFC and the Company would not realize the anticipated benefits of the Mergers.
The Merger Agreement limits the ability of the Company to pursue alternatives to the Mergers.
The Merger Agreement includes restrictions on the ability of the Company to solicit proposals for alternative transactions or engage in discussions regarding such proposals, subject to exceptions and termination provisions, which could have the effect of discouraging such proposals from being made or pursued.
The Company will be subject to operational uncertainties and contractual restrictions while the Mergers are pending.
Uncertainty about the effect of the Mergers may have an adverse effect the Company and, consequently, on the combined company following completion of the Mergers. These uncertainties may cause those that deal with the Company to seek to change their existing business relationships. In addition, the Merger Agreement restricts the Company from taking actions that might otherwise be considered to be in its best interest. These restrictions may prevent the Company from pursuing certain business operations that may arise prior to the completion of the Mergers.
If the Mergers do not close, the Company will not benefit from the expenses it has incurred in pursuit of the Mergers.
If the Mergers are not completed, the Company will have incurred substantial expenses for which no ultimate benefit will have been received. The Company has incurred out-of-pocket expenses in connection with the Mergers for investment banking, legal and accounting fees and financial printing and other related charges, much of which will be incurred even if the Mergers are not completed. It is anticipated that the Company will bear expenses of approximately $2.1 million ($0.23 per share based on the Company’s Common Stock outstanding as of December 31, 2024) in connection with the Mergers, both if consummated and not consummated.
Litigation filed against LRFC or the Company in connection with the Mergers could result in substantial costs and could delay or prevent the Mergers from being completed.
From time to time, LRFC and the Company may be subject to legal actions, including securities class action lawsuits and derivative lawsuits, as well as various regulatory, governmental and law enforcement inquiries, investigations and subpoenas in connection with the Mergers. These or any similar securities class action lawsuits and derivative lawsuits, regardless of their merits, may result in substantial costs and divert management time and resources. An adverse judgment in such cases could have a negative impact on the liquidity and financial condition of LRFC, the Company or the combined company following the Mergers or could prevent the Mergers from being completed.
The Mergers are subject to closing conditions, including stockholder approvals, that, if not satisfied or (to the extent legally allowed) waived, will result in the Mergers not being completed, which may result in material adverse consequences to the business and operations of the Company.
The Mergers are subject to closing conditions, including certain approvals of LRFC stockholders and the Company’s stockholders that, if not satisfied, will prevent the Mergers from being completed. In addition to the required approvals of LRFC stockholders and the Company’s stockholders, the Mergers are subject to a number of other conditions beyond the control of LRFC and the Company that may prevent, delay or otherwise materially adversely affect completion of the Mergers. The Company cannot predict whether and when these other conditions will be satisfied.
An affiliate of the Adviser manages BC Partners Lending Corporation and Logan Ridge Finance Corporation, each of which is a BDC that invests primarily in debt and equity of privately-held middle-market companies, similar to our targets for investment. Therefore, there may be certain investment opportunities that satisfy the investment criteria for those BDCs and us. Each of BC Partners Lending Corporation and Loganus. RidgeBC FinancePartners Lending Corporation operates as a distinct and separate company and any investment in our common stock will not be an investment in eitherBC ofPartners thoseLending BDCs.Corporation. In addition, certain of our executive officers serve in substantially similar capacities for BC Partners Lending Corporation and Logan Ridge Finance Corporation and four of our independent directors serve as independent directors of thoseBC BDCs.Partners Lending Corporation.
Neither the Adviser nor individuals employed by the Adviser are generally prohibited from raising capital for and managing other investment entities that make the same types of investments that we target. As a result, the time and resources that these individuals may devote to us may be diverted. In addition, we may compete with any such investment entity for the same investors and investment opportunities. We have received exemptive relief that allows BDCs managed by the Adviser, including us, to co-invest, subject to the satisfaction of certain conditions, in certain private placement transactions, with other funds managed by the Adviser or its affiliates, including BC Partners Lending Corporation, Logan Ridge Finance Corporation, BCP Special Opportunities Fund I LP and BCP Special Opportunities Fund II LP and any future funds that are advised by the Adviser or its affiliated investment advisers. Affiliates of the Adviser, whose primary business includes the origination of investments, engage in investment advisory business with accounts that compete with us.
our inability to retain key personnel of the acquired businesses;
our inability to retain key personnel of the acquired businesses incurrence of debt and contingent liabilities and risks associated with unanticipated events or liabilities; and the potential disruption and strain on our existing business and resources that could result from our planned growth and continuing integration of our acquisitions.
We are not generally able to issue and sell our common stock at a price below net asset value per share. We may, however, sell our common stock at a price below the then-current net asset value of our common stock if our Board determines that such sale is in the best interests of us and our stockholders, and our stockholders approve, giving us the authority to do so. Although we currently do not have such authorization, we previously sought and received such authorization from our stockholders in the past and may seek such authorization in the future. In any such case, the price at which our securities are to be issued and sold may not be less than a price which, in the determination of our Board, closely approximates the market value of such securities (less any distributing commission or discount). We are also generally prohibited under the 1940 Act from issuing securities convertible into voting securities without obtaining the approval of our existing stockholders. Sales of common stock at prices below net asset value per share dilute the interests of existing stockholders, have the effect of reducing our net asset value per share and may reduce our market price per share. In addition to issuing securities to raise capital as described above;above, we may securitize a portion of the loans to generate cash for funding new investments. If we are unable to successfully securitize our loan portfolio, our ability to grow our business and fully execute our business strategy and our earnings (if any) may be adversely affected. Moreover, even successful securitization of our loan portfolio might expose us to losses, as the residual loans in which we do not sell interests tend to be those that are riskier and more apt to generate losses.
The asset diversification requirement will be satisfied if we meet certain asset diversification requirements at the end of each quarter of our taxable year. To satisfy this requirement, at least 50% of the value of our assets must consist of cash, cash equivalents, U.S. government securities, securities of other RICs, and other acceptable securities;securities, and no more than 25% of the value of our assets can be invested in the securities, other than U.S. government securities or securities of other RICs, of one issuer, of two or more issuers that are controlled, as determined under applicable Code rules, by us and that are engaged in the same or similar or related trades or businesses or of certain “qualified publicly traded partnerships.” If we do not satisfy the diversification requirements as of the end of any quarter, we will not lose our status as a RIC provided that (i) we satisfied the requirements in a prior quarter and (ii) our failure to satisfy the requirements in the current quarter is not due in whole or in part to an acquisition of any security or other property.
Failure to meet these requirements may result in our having to dispose of certain investments quickly in order to prevent the loss of RIC status. Because most of our investments will be in private companies, and therefore will be illiquid, any such dispositions could be made at disadvantageous prices and could result in substantial losses. In addition, because the relevant provisions of the Code may change, compliance with one or more of the RIC requirements may be impossible or impracticable. Moreover, if we fail to maintain RIC tax treatment for any reason and are subject to corporate-level U.S. federal income taxes, the resulting taxes could substantially reduce our net assets, the amount of income available for distribution and the amount of our distributions. Such a failure would have a material adverse effect on us and on our stockholders.
We may default under the Revolving Credit Facility, theKeyBank 4.875%Credit Facility, 2026 Notes, 2028 Notes, 2030 Notes dueor 20262032 Convertible Notes, or any future indebtedness or be unable to amend, repay or refinance any such facility or financing arrangement on commercially reasonable terms, or at all, which could have a material adverse effect on our business, financial condition, results of operations and cash flows.
In the event we default under our revolving credit facility (the “Revolving Credit Facility”),Facility, theKeyBank 4.875%Credit Facility, 2026 Notes, 2028 Notes, 2030 Notes dueor 20262032 Convertible Notes, or any future indebtedness, or are unable to amend, repay or refinance such indebtedness on commercially reasonable terms, or at all, our business could be adversely affected as we may be forced to sell a portion of our investments quickly and prematurely at prices that may be disadvantageous to us in order to meet our outstanding payment obligations and/or support working capital requirements under the Revolving Credit Facility, theKeyBank 4.875%Credit Facility, 2026 Notes, 2028 Notes, 2030 Notes dueor 20262032 Convertible Notes, or any future indebtedness, any of which would have a material adverse effect on our business, financial condition, results of operations and cash flows.
Events of default under the indentureindentures governing the 4.875%2026 Notes, 2028 Notes, 2030 Notes dueand 20262032 Convertible Notes include, among other things, (i) a payment default; (ii) a covenant default; (ii) a cross-default provision with respect to any instrument by which we have indebtedness for money borrowed in excess of $50$50.0 million in the aggregate; (iii) bankruptcy; and (iv) certain declines in the net asset value of the 4.875%2026 Notes, 2028 Notes, 2030 Notes dueor 2026.2032 Convertible Notes, as applicable. If any such event of default has occurred and is continuing, the trustee or the holders of not less than 25% in principal amount of the 4.875%2026 Notes, 2028 Notes, 2030 Notes dueor 20262032 Convertible Notes, as applicable, may declare the entire principal amount of all such notes to be due and immediately payable.
Our continued compliance with the covenants under the Revolving Credit Facility and KeyBank Credit Facility and the indentureindentures governing the 4.875%2026 Notes, 2028 Notes, 2030 Notes dueand 20262032 Convertible Notes depends on many factors, some of which are beyond our control, and there can be no assurance that we will continue to comply with such covenants. Our failure to satisfy the respective covenants could result in foreclosure by the lenders under the applicable credit facility or governing instrument or acceleration by the applicable lenders or noteholders, which would accelerate our repayment obligations under the relevant agreement and thereby have a material adverse effect on our business, liquidity, financial condition, results of operations and ability to pay distributions to our stockholders.
CLOs typically are comprised of a portfolio of senior secured loans;loans, and payments on CLO investments are and will be payable solely from the cash-flows from such senior secured loans;
In order to continue to qualify as a RIC, to avoid payment of excise taxes and to minimize or avoid payment of U.S. federal income taxes, we intend to continue to distribute to our stockholders substantially all of our net ordinary income and realized net capital gains (although we may retain certain net long-term capital gains, pay applicable U.S. federal income taxes with respect thereto and elect to treat the retained amount as deemed distributions to our stockholders). As a BDC, in order to incur new debt, we are generally required to meet a coverage ratio of total assets to total senior securities, which includes all of our borrowings and any preferred stock we may issue in the future, of at least 150%, as measured immediately after issuance of such security. This requirement limits the amount that we may borrow. Because we will continue to need capital to grow our loan and investment portfolio, this limitation may prevent us from incurring debt and require us to issue additional equity at a time when it may be disadvantageous to do so. We cannot assure you that debt and equity financing will be available to us on favorable terms, or at all, and debt financings may be restricted by the terms of such borrowings. Also, as a business development company,BDC, we generally are not permitted to issue equity securities priced below net asset value without stockholder approval. If additional funds are not available to us, we could be forced to curtail or cease new lending and investment activities.
Internal and external cyber threats, as well as other disasters, affecting us or our third-party service providers could impair our ability to conduct business effectively.
We depend heavily upon computer systems to perform necessary business functions. Despite our implementation of a variety of security measures, our computer systems, networks, and data, like those of other companies, could be subject to cyber-attacks and unauthorized access, use, alteration, or destruction, such as from physical and electronic break-ins, unauthorized tampering employee impersonation, social engineering or “phishing” attempts. Like other companies, we may experience threats to our data and systems, including malware and computer virus attacks, unauthorized access, system failures and disruptions. If one or more of these events occurs, it could potentially jeopardize the confidential, proprietary, and other information processed, stored in, and transmitted through our computer systems and networks. Cyber-attacks may also be carried out in a manner that does not require gaining unauthorized access, such as causing denial-of-service attacks (i.e., efforts to make network services unavailable to intended users) on websites, servers or other online systems. Cyber security incidents and cyber-attacks have been occurring more frequently and will likely continue to increase. Such an attack could cause interruptions or malfunctions in our operations, which could result in financial losses, misstated or unreliable financial data, litigation, regulatory penalties, client dissatisfaction or loss, reputational damage, and increased costs associated with mitigation of damages and remediation. Artificial intelligence tools may also be susceptible to new forms of cyberattacks, such as prompt injection attacks, which may increase our cybersecurity risks where we implement artificial intelligence technologies in our business.
Substantial costs may be incurred in order to prevent any cyber incidents in the future. The costs related to cyber or other security threats or disruptions may not be fully insured or indemnified by other means. Cybersecurity has become a regulatory and enforcement priority in many jurisdictions around the world, with many jurisdictions having proposed or already enacted laws requiring companies to provide notifications of certain data security breaches. Privacy and information security laws and regulation changes, and compliance with those changes, may result in cost increases due to system changes and the development of new administrative processes. In addition, we may be required to expend significant additional resources to modify our protective measures and to investigate and remediate vulnerabilities or other exposures arising from operational and security risks. There is no assurance that any efforts to mitigate cybersecurity risks undertaken by us, our affiliates, or our or their respective third-party service providers will be effective.
CLOs typically are comprised of a portfolio of senior secured loans;loans, and payments on CLO investments are and will be payable solely from the cash-flows from such senior secured loans;
We intendhave made, and expect to continue to makemake, distributions on a monthly or quarterly basis to our stockholders out of assets legally available for distribution. We may not be able to achieve investment results that will allow us to make a specified level of cash distributions or year-to-year increases in cash distributions. Our ability to pay distributions might be adversely affected by, among other things, the impact of one or more of the risk factors described herein. In addition, the inability to satisfy the asset coverage test applicable to us as a BDC could limit our ability to pay distributions. In addition, due to the asset coverage test applicable to us as a BDC and covenants that we agreed to in connection with the issuance of the 4.875%2026 Notes, 2028 Notes, 2030 Notes Dueand 20262032 Convertible Notes, we are limited in our ability to make distributions in certain circumstances. In this regard, we agreed in connection with our issuance of 4.875%the 2026 Notes, 2028 Notes, 2030 Notes Dueand 20262032 Convertible Notes that for the period of time during which the 4.875%2026 Notes, 2028 Notes, 2030 Notes Dueand 20262032 Convertible Notes, as applicable, are outstanding, we will not violate (regardless of whether we are subject to) Section 18(a)(1)(B) as modified by Section 61(a)(1) of the 1940 Act. These provisions generally prohibit us from declaring any cash dividend or distribution upon our common stock, or purchasing any such common stock if our asset coverage, as defined in the 1940 Act, is below 150% at the time of the declaration of the dividend or distribution or the purchase and after deducting the amount of such dividend, distribution or purchase. Further, if we invest a greater amount of assets in equity securities that do not pay current dividends, it could reduce the amount available for distribution.
When we make quarterly distributions, we will be required to determine the extent to which such distributions are paid out of current or accumulated earnings, from recognized capital gains or from capital. To the extent there is a return of capital, investors will be required to reduce their basis in our stock for U.S. federal income tax purposes, which may result in higher tax liability when the shares are sold, even if they have not increased in value or have lost value. Our distributions have over the last several years included a significant return of capital component. For more information about our distributions over the last several years that have included a return of capital component, see Note 7 — “Distributable Taxable Income” to our consolidated financial statements included elsewhere in this Annual Report.herein.
The 2026 Notes, 2028 Notes, 2030 Notes and 2032 Convertible Notes are unsecured and therefore are effectively subordinated to any secured indebtedness we have currently incurred or may incur in the future and will rank pari passu with, or equal to, all outstanding and future unsecured indebtedness issued by us and our general liabilities (total liabilities, less debt).
The 4.875% Notes due 2026 are unsecured and therefore are effectively subordinated to any secured indebtedness we may incur.
The 4.875%2026 Notes, 2028 Notes, 2030 Notes dueand 20262032 Convertible Notes are not secured by any of our assets or any of the assets of any of our subsidiaries. As a result, the 4.875%2026 Notes, 2028 Notes, 2030 Notes dueand 20262032 Convertible Notes are effectively subordinated to any secured indebtedness we or our subsidiaries have currentlyoutstanding incurred(including under our Credit Facility and KeyBank Credit Facility) or that we or our subsidiaries may incur in the future (or any indebtedness that is initially unsecured inas respect ofto which we subsequently grant security) to the extent of the value of the assets securing such indebtedness. In any liquidation, dissolution, bankruptcy or other similar proceeding, the holders of any of our existing or future secured indebtedness and the secured indebtedness of our subsidiaries may assert rights against the assets pledged to secure that indebtedness in order to receive full payment of their indebtedness before the assets may be used to pay other creditors, including the holders of the 4.875%2026 Notes, 2028 Notes, 2030 Notes dueand 2026.2032 Convertible Notes, as applicable. In addition, the 2026 Notes, 2028 Notes, 2030 Notes and 2032 Convertible Notes will rank pari passu with, or equal to, all outstanding and future unsecured, unsubordinated indebtedness issued by us and our general liabilities (total liabilities, less debt). The indebtedness under both the Credit Facility and KeyBank Credit Facility is effectively senior to the Notes to the extent of the value of the assets securing such indebtedness.
The 4.875%2026 Notes, 2028 Notes, 2030 Notes dueand 20262032 Convertible Notes are structurally subordinated structurally to the indebtedness and other liabilities of our subsidiaries.
The 4.875%2026 Notes, 2028 Notes, 2030 Notes dueand 20262032 Convertible Notes are obligations exclusively of PortmanBCP RidgeInvestment Finance CorporationCorporation, and not of any of our subsidiaries. None of our subsidiaries is a guarantor of the 4.875%2026 Notes, 2028 Notes, 2030 Notes dueor 2026,2032 Convertible Notes, and the 4.875%2026 Notes, 2028 Notes, 2030 Notes dueand 20262032 Convertible Notes are not required to be guaranteed by any subsidiariessubsidiary we may acquire or create in the future. Any assets of our subsidiaries will not be directly available to satisfy the claims of our creditors, including holders of the 2026 Notes, 2028 Notes, 2030 Notes and 2032 Convertible Notes. Except to the extent we are a creditor with recognized claims against our subsidiaries, all claims of creditors, including trade creditors, and holders of our preferred stock, if any,creditors of our subsidiaries will have priority over our claimsequity interests in such entities (and therefore the claims of our creditors, including holders of the 4.875%2026 Notes, 2028 Notes, 2030 Notes dueand 20262032 Convertible Notes, as applicable) with respect to the assets of such subsidiaries.entities. Even if we wereare recognized as a creditor of one or more of ourthese subsidiaries,entities, our claims would still be effectively subordinated to any security interests in the assets of any such subsidiaryentity and to any indebtedness or other liabilities of any such subsidiaryentity senior to our claims. Consequently, the 4.875%2026 Notes, 2028 Notes, 2030 Notes dueand 20262032 Convertible Notes are structurally subordinated structurally to all indebtedness and other liabilitiesliabilities, including trade payables, of any of our subsidiariesexisting andor anyfuture subsidiariessubsidiaries. that we may inIn the future acquire or establish as financing vehicles or otherwise. All of the existing indebtedness of our subsidiaries is structurally senior to the 4.875% Notes due 2026. In addition,future, our subsidiaries may incur substantial additional indebtedness in the future,indebtedness, all of which is and would be structurally senior to the 4.875%2026 Notes, 2028 Notes, 2030 Notes dueand 2026.2032 Convertible Notes.
There is currently no publicactive trading market for the 4.875%2026 Notes, 2028 Notes, 2030 Notes dueor 2026.2032 Convertible Notes. If an active trading market for the 4.875%2026 Notes, 2028 Notes, 2030 Notes dueor 20262032 Convertible Notes does not develop or, is not maintained, holders of the 4.875% Notes due 2026you may not be able to sell them.
There currently is currently no trading market for the 4.875%2026 Notes, 2028 Notes, 2030 Notes dueor 20262032 Convertible Notes and we do not currently intend to apply for listing oflist the 4.875%2026 Notes, 2028 Notes, 2030 Notes or 2032 Convertible Notes due 2026 on any securities exchange or for quotation of the 4.875%2026 Notes, 2028 Notes, 2030 Notes dueor 20262032 Convertible Notes on any automated dealer quotation system. If nothe active2026 tradingNotes, market2028 develops,Notes, you may not be able to resell your 4.875%2030 Notes due 2026 at their fair market value or at2032 all. If the 4.875%Convertible Notes due 2026 are traded after their initial issuance, they may trade at a discount fromto their initial offering price depending on prevailing interest rates, the market for similar securities, our credit ratings, general economic conditions, our financial condition, performance and prospects and, general economic conditions or other relevant factors. Certain of the initial purchasers in the private offerings of the outstanding 4.875% Notes due 2026 have advised us that they intend to make a market in the 4.875% Notes due 2026 as permitted by applicable laws and regulations; however, the initial purchasers are not obligated to make a market in any of the 4.875% Notes due 2026, and they may discontinue their market-making activities at any time without notice. Accordingly, we cannot assure you that an active anda liquid trading market will develop or continuebe maintained for the 4.875%2026 Notes, 2028 Notes, 2030 Notes dueor 2026,2032 Convertible Notes, that you will be able to sell your 4.875%2026 Notes, 2028 Notes, 2030 Notes dueor 20262032 Convertible Notes, as applicable, at a particular time or that the price you receive when you sell will be favorable. To the extent an active trading market does not develop, the liquidity and tradingmarket price for the 4.875%2026 Notes, 2028 Notes, 2030 Notes dueand 20262032 Convertible Notes, as applicable, may be harmed. Accordingly, you may be required to bear the financial risk of an investment in the 4.875%2026 Notes, 2028 Notes, 2030 Notes dueand 20262032 Convertible Notes for an indefinite period of time.
A downgrade, suspension or withdrawal of the credit rating assigned by a rating agency to us or the 4.875%2026 Notes, 2028 Notes, 2030 Notes dueor 2026,2032 Convertible Notes, if any, or change in the debt markets could cause the liquidity or market value of the 4.875%2026 Notes, 2028 Notes, 2030 Notes dueor 20262032 Convertible Notes to decline significantly.
Our credit ratings are an assessment by rating agencies of our ability to pay our debts when due. Consequently, real or anticipated changes in our credit ratings will generally affect the market value of the 4.875%2026 Notes, 2028 Notes, 2030 Notes dueor 2026.2032 Convertible Notes, as applicable. These credit ratings may not reflect the potential impact of risks relating to the structure or marketing of the 4.875%2026 Notes, 2028 Notes, 2030 Notes dueor 2026.2032 Convertible Notes. Credit ratings are not a recommendation to buy, sell or hold any security, and may be revised or withdrawn at any time by the issuing organization in its sole discretion. NeitherWe weundertake norto anyuse initialcommercially purchaserreasonable of the 4.875% Notes due 2026 undertakes any obligationefforts to maintain our credit ratings orand to advise holders of the 4.875%2026 Notes, 2028 Notes, 2030 Notes dueand 20262032 Convertible Notes of any changes in our credit ratings.
The 4.875% Notes due 2026 are subject to periodic review by independent credit rating agencies. Such ratings are limited in scope and do not address all material risks relating to an investment in the 4.875% Notes due 2026, but rather reflect only the view of each rating agency at the time the rating is issued. An explanation of the significance of such rating may be obtained from such rating agency. There can be no assurance that their respectiveour credit ratings will remain for any given period of time or that such credit ratings will not be lowered or withdrawn entirely by the applicablerating ratings agencyagencies if in itstheir judgment future circumstances relating to the basis of the credit rating,ratings, such as adverse changes in our business, financial condition and results of operations, so warrant.
An increase in market interest rates could result in a decrease in the market value of the 4.875%2026 Notes, 2028 Notes, 2030 Notes dueor 2026.2032 Convertible Notes.
The conditionconditions of the financial markets and fluctuations in prevailing interest rates have fluctuated in the past and are likely to fluctuate in the future, which could have an adverse effect on the market prices of the 4.875%2026 Notes, 2028 Notes, 2030 Notes dueor 2026.2032 Convertible Notes. In general, as market interest rates rise, debt securities bearing interest at fixed rates of interest decline in value. Consequently, if you purchase 4.875%2026 Notes, 2028 Notes, 2030 Notes dueor 20262032 Convertible Notes bearing interest at fixed rates and market interest rates increase, the market values of those 4.875%2026 Notes, 2028 Notes, 2030 Notes dueor 20262032 Convertible Notes may decline. We cannot predict the future level of market interest rates.
The indentureindentures governing the 4.875%2026 Notes, 2028 Notes, 2030 Notes dueand 20262032 containsConvertible Notes contain limited protection for holders of the 4.875%2026 Notes, 2028 Notes, 2030 Notes dueand 2026.2032 Convertible Notes.
The indentureindentures governing the 4.875%2026 Notes, 2028 Notes, 2030 Notes dueand 20262032 offersConvertible Notes offer limited protection to holders of the 4.875%2026 Notes, 2028 Notes, 2030 Notes dueand 2026.2032 Convertible Notes. The terms of the indentureindentures and the 4.875%2026 Notes, 2028 Notes, 2030 Notes dueand 20262032 Convertible Notes do not restrict our or any of our subsidiaries’ ability to engage in, or otherwise be a party to, a variety of corporate transactions, circumstances or events that could have an adverse impact on your investment in the 4.875%2026 Notes, 2028 Notes, 2030 Notes dueor 2026.2032 Convertible Notes. In particular, the terms of the indentureindentures and the 4.875%2026 Notes, 2028 Notes, 2030 Notes dueand 20262032 Convertible Notes do not place any restrictions on our or our subsidiaries’ ability to:
issue securities or otherwise incur additional indebtedness or other obligations, including (1) any indebtedness or other obligations that would be equal in right of payment to the 4.875%2026 Notes, 2028 Notes, 2030 Notes dueand 2026,2032 Convertible Notes, as applicable, (2) any indebtedness or other obligations that would be secured and therefore rank effectively senior in right of payment to the 4.875%2026 Notes, 2028 Notes, 2030 Notes dueor 20262032 Convertible Notes to the extent of the values of the assets securing such debt, (3) indebtedness of ours that is guaranteed by one or more of our subsidiaries and which therefore is structurally senior to the 4.875%2026 Notes, 2028 Notes, 2030 Notes dueand 20262032 Convertible Notes and (4) securities, indebtedness or obligations issued or incurred by our subsidiaries that would be senior to our equity interests in our subsidiaries and therefore rank structurally senior to the 4.875%2026 Notes, 2028 Notes, 2030 Notes dueand 20262032 Convertible Notes with respect to the assets of our subsidiaries, in each case other than an incurrence of indebtedness or other obligation that would cause a violation of Section 18(a)(1)(A) of the 1940 Act as modified by Section 61(a)(1) and (2) of the 1940 Act or any successor provisions, whether or not we continue to be subject to such provisions of the 1940 Act, but giving effect, in either case, to any exemptive relief granted to us by the SEC, which generally prohibit us from incurring additional indebtedness, including through the issuance of additional debt securities, unless our asset coverage, as defined in the 1940 Act, equals at least 150% after such incurrence or issuance;
pay dividends on, or purchase or redeem or make any payments in respect of, capital stock or other securities ranking junior in right of payment to the 4.875% Notes due 2026, including preferred stock or subordinated indebtedness, in each case other than dividends, purchases, redemptions or payments that would cause a violation of Section 18(a)(1)(B) as modified by Section 61(a)(2) of the 1940 Act or any successor provisions, giving effect to any no-action relief granted by the SEC to another BDC and upon which we may reasonably rely (or to us if we determine to seek such similar SEC no-action or other relief) permitting the BDC to declare any cash dividend or distribution notwithstanding the prohibition contained in Section 18(a)(1)(B) as modified by Section 61(a)(2) of the 1940 Act in order to maintain the BDC’s status as a RIC under Subchapter M of the Code;
pay dividends on or purchase our capital stock, including preferred stock, in each case other than dividends or purchases that would not cause a violation of Section 18(a)(1)(B) as modified by Section 61(a)(2) of the 1940 Act or any successor provisions, giving effect to Section 18(e) of the 1940 Act, other provisions of the 1940 Act, and any no-action relief granted by the SEC to another BDC and upon which we may reasonably rely (or to us if we determine to seek such similar SEC no-action or other relief) permitting the BDC to declare any cash dividend or distribution notwithstanding the prohibition contained in Section 18(a)(1)(B) as modified by Section 61(a)(2) of the 1940 Act in order to maintain our status as a RIC under Subchapter M of the Code;
In addition,Furthermore, the terms of the indentureindentures and the 4.875%2026 Notes, 2028 Notes, 2030 Notes dueand 20262032 Convertible Notes do not protect holders of the 4.875%2026 Notes, 2028 Notes, 2030 Notes dueand 20262032 Convertible Notes in the event that we experience changes (including significant adverse changes) in our financial condition, results of operations or credit ratings, if any, as they willdo not require that we or our subsidiaries adhere to any financial tests or ratios or specified levels of net worth, revenues, income, cash flowflow, or liquidity; otherhowever, thanthe asannual describedinterest above.rate on each of the 2026 Notes, 2028 Notes, 2030 Notes and 2032 Convertible Notes will generally increase by 0.75% in excess of the initial rate for periods in which such Notes fail to maintain certain investment grade ratings.
Management's Discussion & Analysis (MD&A)
New heading “LRFC Transaction”
New heading “2026 Notes Outstanding”
New heading “2028 Notes Outstanding”
New heading “2030 Notes Outstanding”
New heading “2032 Convertible Notes Outstanding”
Removed heading “2018-2 Secured Notes”
Largest changes
“Effective July 15, 2025, as a result of the completion of the LRFC Acquisition, the Company succeeded to the obligations of LRFC under LRFC’s 5.25% fixed-rate convertible notes due April 1, 2032 (the “2032 Convertible Notes”). …”see in full comparison
“Effective July 15, 2025, as a result of the completion of the LRFC Acquisition, we succeeded to the obligations of LRFC under a senior secured revolving credit facility previously entered into by LRFC on October 30, 2020. In October 2020, CBL, a direct, wholly owned, consolidated subsidiary of LRFC, entered into the KeyBank Credit Facility with the investment adviser at the time, as collateral manager, the lenders from time to time parties thereto (each, a “Lender”), KeyBank National Association, as administrative agent, and U.S. Bank Trust Company, National Association, as custodian. …”see in full comparison
“Effective July 15, 2025, as a result of the completion of the LRFC Acquisition, the Company succeeded to the obligations of LRFC under LRFC’s 5.25% fixed-rate notes due October 30, 2026 (the “2026 Notes”). The 2026 Notes were originally issued on October 29, 2021, in an aggregate principal amount of $50.0 million pursuant to a supplemental indenture with U.S. Bank Trust Company, National Association, as trustee, which supplements the base indenture, dated June 16, 2014. …”see in full comparison
“To provide our stockholders with limited liquidity, we may, in the absolute discretion of our Board of Directors, conduct tender offers. Our tenders for shares of our common stock, if any, would be conducted on such terms as may be determined by our Board of Directors and in accordance with the requirements of applicable law, including Section 23(c) of the 1940 Act and Regulation M under the Exchange Act.”see in full comparison
“Under the terms of the LRFC Merger Agreement, each share of LRFC common stock issued and outstanding was converted into the right to receive 1.500 newly-issued shares of common stock of the Company with cash paid (without interest) in lieu of fractional shares. As additional consideration funded by LRFC’s investment adviser, LRFC shareholders of record as of May 6, 2025 received a cash payment of $0.47 per share. In addition, LRFC shareholders of record as of July 14, 2025 received a tax distribution of $0.38 per share from LRFC. …”see in full comparison
“On October 10, 2025, the Company entered into a note purchase agreement (the “2028 & 2030 Note Purchase Agreement”), by and among the Company and each purchaser named therein, in connection with the issuance and sale of $35.0 million in aggregate principal amount of the Company’s 7.50% notes due 2028 (the “2028 Notes”), pursuant to an effective shelf registration statement on Form N-2, as amended, which was declared effective on February 10, 2025. The net proceeds to the Company were approximately $34.1 million, which is net of a 1.5% discount and allocated deferred financing costs. …”see in full comparison
Full comparison: every changed paragraph (80)
We originate, structure, and invest in secured term loans, bonds or notes and mezzanine debt primarily in privately-held middle market companies but may also invest in other investments such as loans to publicly-traded companies, high-yield bonds, and distressed debt securities (collectively thethe, “Debt Securities Portfolio”). We also invest in debt and subordinated securities issued by collateralized loan obligation funds (“CLO Fund Securities”). In addition, from time to time we may invest in the equity securities of privately held middle market companies and may also receive warrants or options to purchase common stock in connection with our debt investments.
From time-to-time we have also made investments in CLO Fund Securities managed by other asset managers. Our collateralized loan obligation funds ("“CLO Funds"”) typically invest in broadly syndicated loans, high-yield bonds and other credit instruments.
On August 22, 2025, the Company changed its name from Portman Ridge Finance Corporation to BCP Investment Corporation and on August 25, 2025, began trading on the NASDAQ Global Select Market under the symbol “BCIC.”
Pursuant to the Externalization Agreement with BCP, the Adviser became our investment adviser in exchange for a cash payment from BCP, or its affiliate, of $25$25.0 million, or $0.669672 per share of our common stock, directly to our stockholders. In addition, the Adviser (or its affiliate) willagreed to use up to $10$10.0 million of the incentive fee actually paid to the Adviser prior to the second anniversary of the Closing to buy newly issued shares of our common stock at the most recently determined net asset value per share of our common stock at the time of such purchase. In November 2020, the Adviser purchased approximately $0.6 million newly issued shares of our common stock in connection therewith, and in May 2021, the Adviser purchased approximately $4.0 million of newly issued shares of our common stock in connection therewith. In both cases, the shares were issued at the most recently determined net asset value per share of our common stock. The obligations of the AdvisorAdviser to use incentive fees to purchase shares expired on April 1, 2021. For the period of one year from the first day of the first quarter following the quarter in which the Closing occurred, the Adviser willagreed to permanently forego up to the full amount of the incentive fees earned by the Adviser without recourse against or reimbursement by us, to the extent necessary in order to achieve aggregate net investment income per share of our common stock for such one-year period to be at least equal to $0.40 per share, subject to certain adjustments. BCP and the Adviser’s total financial commitment to the transactions contemplated by the Externalization Agreement was $35.0 million.
On October 28, 2020, we completed our acquisition of Garrison Capital Inc., a publicly traded BDC (“GARS”, and such transactiontransaction, the “GARS Acquisition”). To effect the acquisition, our wholly owned merger subsidiary merged with and into GARS, with GARS surviving the merger as our wholly owned subsidiary. Immediately thereafter and as a single integrated transaction, GARS consummated a second merger, whereby GARS merged with and into us, with the Company surviving the merger.
On June 9, 2021, we completed our acquisition of Harvest Capital Credit Corporation, a publicly traded BDC (“HCAP”, and such transactiontransaction, the “HCAP Acquisition”). To effect the acquisition, our wholly owned merger subsidiary (the “Acquisition Sub”) merged with and into HCAP, with HCAP surviving the merger as the Company’s wholly owned subsidiary. Immediately thereafter and as a single integrated transaction, HCAP consummated a second merger, whereby HCAP merged with and into the Company, with the Company surviving the merger. As a result of, and as of the effective time of, the second merger, HCAP’s separate corporate existence ceased.
Under the terms of the merger agreement for the HCAP Acquisition, dated December 23, 2020 (the “HCAP Merger Agreement”),2020, HCAP stockholders as of immediately prior to the effective time of the first merger (other than shares held by a subsidiary of HCAP or held, directly or indirectly, by the Company or Acquisition Sub, and all treasury shares (collectively, “Cancelled Shares”)) received a combination of (i) $18.54 million in cash paid by the Company, (ii) 15,252,453 validly issued, fully paid and non-assessable shares of the Company’s common stock, par value $0.01 per share, and (iii) an additional cash payment from the Adviser of $2.15 million in the aggregate.
LRFC Transaction
On July 15, 2025, the Company announced the completion of its acquisition of Logan Ridge Finance Corporation, a Maryland corporation (“LRFC”, and such transaction, the “LRFC Acquisition”), pursuant to the terms of the merger agreement, dated January 29, 2025 (the “LRFC Merger Agreement”). To effect the acquisition, a wholly owned merger subsidiary of the Company merged with and into LRFC, with LRFC surviving the merger as the Company’s wholly owned subsidiary. Immediately thereafter and as a single integrated transaction, LRFC consummated a second merger, whereby LRFC merged with and into the Company, with the Company surviving the merger.
Under the terms of the LRFC Merger Agreement, each share of LRFC common stock issued and outstanding was converted into the right to receive 1.500 newly-issued shares of common stock of the Company with cash paid (without interest) in lieu of fractional shares. As additional consideration funded by LRFC’s investment adviser, LRFC shareholders of record as of May 6, 2025 received a cash payment of $0.47 per share. In addition, LRFC shareholders of record as of July 14, 2025 received a tax distribution of $0.38 per share from LRFC. Refer to Note 11 — “LRFC Acquisition” of our notes to the consolidated financial statements for further discussion of the LRFC Acquisition. The LRFC Acquisition was accounted for as an asset acquisition under ASC 805-50 rather than as a business combination. The total purchase consideration, consisting of shares of common stock issued and capitalized transaction costs, was measured at fair value as of the closing date of the LRFC Acquisition. The total cost of approximately $52.8 million was allocated to LRFC’s identifiable assets and liabilities on a relative-fair-value basis, resulting in a purchase discount of $20.9 million. No goodwill was recognized. The purchase discount was allocated to investment assets and is reflected as day-one unrealized appreciation, consistent with ASC 946 and ASC 820.
Represents the cost basis of the investments acquired on July 15, 2025 as part of the LRFC Acquisition, inclusive of the purchase discount.
The presentation of this table for the year ended December 31, 2024 has been conformed to current year presentation to align industry classifications to Global Industry Classification Standard (“GICS”) Level 3.
At December 31, 20242025 and December 31, 2023,2024, theour Debt Securities Portfolio had a weighted average contractualannualized interestyield rate(excluding onincome ourfrom interestnon-accruals earningand Debtcollateralized Securitiesloan Portfolio,obligations) wasof approximately 11.3%12.9% and 12.5%,11.3%, respectively.
The debt investment portfolio (excluding our investments in the CLO Funds, equities and Joint Ventures) at December 31, 2025 was spread across 34 different industries and 74 different portfolio companies with a fair value of approximately $411.6 million and average par balance per investment of approximately $3.5 million. The debt investment portfolio (excluding our investments in the CLO Funds, equities and Joint Ventures) at December 31, 2024 was spread across 30 different industries and 93 different portfolio companies with a fair value of approximately $320.7 million and average par balance per investment of approximately $2.5 million. Refer to the consolidated schedule of investments for further details. As of December 31, 2025, thirteen of our investments were on non-accrual status, which were attributable to ten portfolio companies. However, for two of the investments in the non-accrual population, the Company continues to recognize interest income on a cash basis, i.e., only when cash payments are actually received. As of December 31, 2024, six of our investments were on non-accrual status, which were attributable to five portfolio companies.
The debt investment portfolio (excluding our investments in the CLO Funds, equities and Joint Ventures) at December 31, 2024 was spread across 26 different industries and 93 different portfolio companies with a fair value of approximately $320.7 million and average par balance per entity of approximately $2.5 million. As of December 31, 2024, six of our investments were on non-accrual status.
The structure of CLO Funds, which are highly levered, is extremely complicated. Since we primarily invest in securities representing the residual interests of CLO Funds, our investments are much riskier than the risk profile of the loans by which such CLO Funds are collateralized. Our investments in CLO Funds may be riskier and less transparent to us and our stockholders than direct investments in the underlying loans. For a more detailed discussion of the risks related to our investments in CLO Funds, please see “Risk Factors — Risks Related to Our Investments — Our investments may be risky, and you could lose all or part of your investmentinvestment.” included in this Annual Report on Form 10-K.
Represents percentage of class held as of December 31, 20242025 and December 31, 2023.2024, respectively.
During the third quarter of 2017, we and Freedom 3 Opportunities LLC (“Freedom 3 Opportunities”), an affiliate of Freedom 3 Capital LLC, entered into an agreement to create KCAP Freedom 3 LLC (the “F3C Joint Venture”). The fund capitalized by the F3C Joint Venture invests primarily in middle-market loans and the F3C Joint Venture partners may source middle-market loans from time-to-time for thesuch fund.
We have determined that the F3C Joint Venture is an investment company under the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”),: Financial Services — Investment Companies (“ASC 946”), however, in accordance with such guidance, we will generally not consolidate our investment in a company other than a wholly owned investment company subsidiary or a controlled operating company whose business consists of providing services to us. We do not consolidate its interest in the F3C Joint Venture because we do not control the F3C Joint Venture due to allocation of the voting rights among the F3C Joint Venture partners.
Series A – Great Lakes Funding II LLC
In August 2022, we invested in Series A –(“Series A”) of Great Lakes Funding II LLC (the “Great Lakes II Joint Venture,” collectively with the F3C Joint VentureVenture, the “Joint Ventures”), a joint venture with a third-party financial institution and certain other parties with an investment strategy to underwrite and hold senior, secured unitranche loans made to middle-market companies. We treat our investment in the Great Lakes II Joint Venture as a joint venture since affiliated funds of the Adviser collectively control a 50% voting interest in the Great Lakes II Joint Venture.Venture through a board of managers.
The Great Lakes II Joint Venture is a Delaware series limited liability company,company. and pursuantPursuant to the terms of the limited liability company agreement of the Great Lakes Funding II LLCJoint LimitedVenture Liabilitydated Companyas Agreementof July 29, 2022 (as amended, restated, supplemented, or otherwise modified from time to time, the “Great Lakes II LLC Agreement”), prior to the end of the investment period with respect to each series established under the Great Lakes II LLC Agreement, each member of the predecessor series wouldmay be offered the opportunity to roll its interests into any subsequent series of the Great Lakes II Joint Venture. WeThe doCompany does not pay any investment advisory fees in connection with ourits investment in the Great Lakes II Joint Venture.
On August 1, 2025, pursuant to the Great Lakes II LLC Agreement, the Company elected to participate in a rollover transaction from Series A of Great Lakes II Joint Venture to Series B (“Series B”) of Great Lakes II Joint Venture. As part of the transaction, the portion of the Company’s remaining unfunded commitment in Series A became the Company’s remaining unfunded commitment in Series B, thus reducing the Company’s remaining unfunded commitment in Series A to zero. In connection with the rollover transaction, Series A transferred to Series B a pro rata portion of the underlying portfolio assets held by Series A that corresponded to the interest of the members of Series A who elected to participate in the transaction in addition to a pro rata portion of the principal outstanding under Great Lakes II Joint Venture’s credit facility.
The fair value of our investment in the Great Lakes II Joint Venture at December 31, 20242025 and December 31, 20232024 was $41.1$37.5 million and $45.0$41.1 million, respectively. Fair value has been determined utilizing the practical expedient pursuant to ASC 820-10.820: Fair Value Measurement (“ASC 820”). Pursuant to the terms of the Great Lakes II LLC Agreement, we generally may not effect any direct or indirect sale, transfer, assignment, hypothecation, pledge or other disposition of or encumbrance upon our interests in the Great Lakes II Joint Venture, except that we may sell or otherwise transfer our interests with the consent of the managing members of the Great Lakes II Joint Venture or to an affiliate or a successor to substantially all of our assets.
As of December 31, 2025 and December 31, 2024, the Company had an unfunded commitment of $12.6 million to Series B and $8.2 million to Series A, respectively.
As of December 31, 2024, we had a $8.2 million unfunded commitment to the Great Lakes II Joint Venture. As of December 31, 2023, we had a $5.5 million unfunded commitment to the Great Lakes II Joint Venture.
The majority of investment income is attributable to interest income, inclusive of payment-in-kind income, on our Debt Securities Portfolio. For the years ended December 31, 2024,2025, 20232024 and 2022,2023, approximately $52.6$55.1 million, $63.5$52.6 million and $55.8$63.5 million, respectively, of investmentinterest income was attributable to interest income, inclusive of payment-in-kind income, on our Debt Securities Portfolio. The decreaseincrease in investmentinterest income is primarily driven by paydownsfunding activity and asset acquisitions related to the Debt Securities Portfolio, as well as a decrease in the contractual interest rates on our loans.Portfolio.
For the years ended December 31, 2025, 2024, 2023, and 2022,2023, the weighted average contractualannualized interestyield rate(excluding income from non-accruals and collateralized loan obligations) on our interest earning Debt Securities Portfolio was approximately 11.3%12.9%, ,11.3%, and 12.5%, and 11.1%, respectively.
Investment income is comprised of coupon interest, accretion of discount and accelerated accretion resulting from paydowns and other revenue earned from operations. Acquisitions of OHAI (December 2019), GARS (October 2020) and, HCAP (June 2021) and LRFC (July 2025) have had a significant positive impact on earnings as a result of amortization of purchase discount established at the time of the merger.mergers. The table below illustrates that impact.impact:
Core investment income excludes the impact of purchase discount accretion in connection with the OHAI,GARS, GARSHCAP and HCAPLRFC mergers which is investment income as determined in accordance with U.S. Generally Accepted Accounting Principles (“U.S. GAAP”), excluding the impact of purchase discount accretion associated with the OHAI,GARS, GARSHCAP and HCAPLRFC mergers. We believe presenting investment income excluding the impact of the OHAI,GARS, GARSHCAP and HCAPLRFC merger-related purchase discount amortization and the related per share amount is useful and appropriate supplemental disclosure for analyzing our financial performance due to the unique circumstance giving rise to the purchase accounting adjustment. However, this measure is a non-U.S. GAAP measure and should not be considered as a replacement for net investment income and other earnings measures presented in accordance with U.S. GAAP. Instead, this measure should be reviewed only in connection with such U.S. GAAP measures in analyzing Portmanthe Ridge’sCompany’s financial performance. A reconciliation of nettotal investment incomeincome, determined in accordance with U.S. GAAPGAAP, to netcore investment incomeincome, excludingwhich excludes the impact of purchase accountingaccounting, is detailed in the table above.
Interest income on investments in CLO equity investments is recorded using the effective interest method in accordance with the provisions of ASC 325-40,325-40: Beneficial Interests in Securitized Financial Assets (“ASC 325-40”), based on the anticipated yield and the estimated cash flows over the projected life of the investment. Yields are revised when there are changes in actual or estimated projected future cash flows due to changes in prepayments and/or re-investments, credit losses or asset pricing. Changes in estimated yield are recognized as an adjustment to the estimated yield prospectively over the remaining life of the investment from the date the estimated yield was changed. Accordingly, investment income recognized on CLO equity securities in our U.S. GAAP statement of operations differs from both the tax–basis investment income and from the cash distributions actually received by us during the period. As a RIC, we anticipate a timely distribution of our tax-basis taxable income.
Investments in Joint Ventures. For the years ended December 31, 2024,2025, 20232024 and 2022,we2023, we recognized $6.6$4.3 million, $8.9$6.6 million and $8.6$8.9 million, respectively, in investment income from our investments in Joint Ventures. As of December 31, 20242025 and December 31, 2023,2024, the fair value of our investments in Joint Ventures was approximately $54.2$48.2 million and $59.3$54.2 million, respectively. The final determination of the tax attributes of distributions from Joint Ventures is made on an annual (full calendar year) basis at the end of the year based upon taxable income and distributions for the full year. Therefore, any estimate of tax attributes of distributions made on an interim basis may not be representative of the actual tax attributes of distributions for the full year.
Total expenses for the years ended December 31, 2024,2025, 20232024 and 20222023 were approximately $38.4$36.2 million, $46.9$38.4 million and $40.7$46.9 million, respectively. The decrease in total expenses for the year ended December 31, 2024,2025, in comparison to the prior year, was primarily driven by a decrease in average debt outstanding and lower cost of debt capital as well as lower management and incentive fees.
Management Fees and Incentive Fees. Management fees for the years ended December 31, 2024,2025, 20232024 and 20222023 were approximately $6.6 million, $7.5$6.6 million and $8.3$7.5 million, respectively. The decreaseincrease of the management fees for the year ended December 31, 20242025 from the comparable period in 20232024 was primarily due to the decreaseincrease in the average gross assets.assets due to the LRFC Acquisition. The Company incurred incentive feesfees, excluding the impact of the incentive fee waiver, of $3.0 million, $5.0 million, $7.4 million, and $6.1$7.4 million for the years ended December 31, 2024,2025, 20232024 and 2022,2023, respectively. Net incentive fees including the incentive fee waiver were $2.8 million, $5.0 million, and $7.4 million for the years ended December 31, 2025, 2024 and 2023, respectively. The decrease of the incentive fees for the year ended December 31, 20242025 from the comparable period in 20232024 was primarily due to the decrease in the Income-Basedpre-incentive Fee.net investment income.
For the year ended December 31, 2025, net investment income was approximately $25.1 million, or $2.28 per basic share and $2.27 per diluted share, while tax-basis distributable income was $23.2 million, or $2.11 per basic share and $2.09 per diluted share. For the year ended December 31, 2024, net investment income was approximately $24.0 million, or $2.59 per basic and diluted share, while tax-basis distributable income was $26.5 million, or $2.86 per basic and diluted share. For the year ended December 31, 2023, net investment income was approximately $34.8 million, or $3.66 per basic and diluted share, while tax-basis distributable income was $29.4 million, or $3.09 per basic and diluted share. For the year ended December 31, 2022, net investment income was approximately $28.9 million, or $3.00 per basic and diluted share, while tax-basis distributable income was $29.6 million, or $3.07 per basic and diluted share.
Net Realized GainsGain (Loss) on Investments
Net Change in Unrealized Appreciation (Depreciation) on Investments
During the year ended December 31, 2024, our total investments had net change in unrealized appreciation of approximately $1.0 million. Included in the net change in unrealized appreciation for the year ended December 31, 2024, are change in unrealized appreciation on equity securities of approximately $3.6 million, change in unrealized depreciation of $0.5 million on our Joint Venture investments, change in unrealized depreciation on our debt securities of approximately $2.3 million, as well as change in unrealized appreciation on our derivative investments of approximately $0.2 million.
During the year ended December 31, 2023, our total investments had net change in unrealized depreciation of approximately $3.3 million. Included in the net change in unrealized depreciation for the year ended December 31, 2023 are change in unrealized appreciation on CLO Fund Securities of approximately $14.1 million, change in unrealized appreciation on equity securities of approximately $3.8 million, as well as change in unrealized appreciation of $2.2 million on our Joint Ventures investment. Change in unrealized depreciation on our debt securities was approximately $4.7 million. Change in unrealized appreciation (depreciation) on our derivative investments was approximately $0.0 million.
During the year ended December 31, 2022,2025, our total investments had net change in unrealized appreciation of approximately $17.9$6.5 million. Included in the net change in unrealized appreciation for the year ended December 31, 20222025, are change in unrealized depreciationappreciation on CLO Fund Securities of approximately $5.7$0.5 million, change in unrealized depreciationappreciation on equity securities of approximately $2.8$1.9 million, change in unrealized depreciation of $6.0$3.6 million on our Joint VenturesVenture investmentinvestments, andas well as change in unrealized appreciation on our debt securities of $17.2approximately $7.8 million. ChangeThe net change in unrealized appreciation (depreciation) on our derivative investmentsgain was approximatelyimpacted $2.4by million.the net unrealized gain due to the purchase discount from the LRFC Acquisition across the portfolio companies that were acquired.
During the year ended December 31, 2024, our total investments had net change in unrealized appreciation of approximately $1.0 million. Included in the net change in unrealized depreciation for the year ended December 31, 2024 are change in unrealized appreciation on CLO Fund Securities of approximately $0.0 million, change in unrealized appreciation on equity securities of approximately $3.6 million, as well as change in unrealized depreciation of $0.5 million on our Joint Ventures investment. Change in unrealized depreciation on our debt securities was approximately $2.3 million. Change in unrealized appreciation (depreciation) on our derivative investments was approximately $0.2 million.
During the year ended December 31, 2023, our total investments had net change in unrealized depreciation of approximately $3.3 million. Included in the net change in unrealized depreciation for the year ended December 31, 2023 are change in unrealized depreciation on CLO Fund Securities of approximately $14.1 million, change in unrealized appreciation on equity securities of approximately $3.8 million, change in unrealized appreciation of $2.2 million on our Joint Ventures investment and change in unrealized depreciation on our debt securities of $4.7 million. Change in unrealized appreciation (depreciation) on our derivative investments was approximately $0.0 million.
The net increase in net assets resulting from operations for the year ended December 31, 2025 was approximately $11.5 million, or $1.04 per basic and diluted share. The net decrease in net assets resulting from operations for the year ended December 31, 2024 was approximately $5.9 million, or $0.64 per basic and diluted share. NetThe net increase in net assets resulting from operations for the year ended December 31, 2023 was approximately $11.4 million, or $1.20 per basic and diluted share. Net decrease in net assets resulting from operations for the year ended December 31, 2022 was approximately $21.0 million, or $2.18 per basic and diluted share.
Outstanding2018-2 UnsecuredSecured Notes
On August 20, 2024, an optional redemption of the CLO occurred and all rated notes were repaid in full. As of December 31, 2024, no 2018-2 Secured Notes were outstanding. Accordingly, during 2024, the Company redeemed approximately $125.7 million of the par value of the 2018-2 Secured Notes. In connection therewith, the Company recognized a realized loss on extinguishment of approximately $0.7 million. There were no 2018-2 Secured Notes outstanding as of December 31, 2025.
During the second quarter of 2021, we issued $108.0 million aggregate principal amount of our 4.875% Notes due 2026. The net proceeds for the 4.875% Notes due 2026, after the payment of underwriting expenses, were approximately $104.6 million. Interest on the 4.875% Notes due 2026 is paid semi-annually on April 30 and October 30, at a rate of 4.875%. The 4.875% Notes due 2026 mature on April 30, 2026 and are general unsecured obligations. The indenture governing the 4.875% Notes due 2026 contains certain restrictive covenants, including compliance with certain provisions of the 1940 Act relating to borrowing and dividends. AtOn DecemberOctober 31,14, 2024,2025, therethe wasCompany approximatelynotified the trustee, U.S. Bank Trust Company, National Association, of its election to redeem in full the $108.0 million ofaggregate principal amount outstanding, and we were in compliance with alloutstanding of our debt covenants on theits 4.875% Notes due 2026.2026 and redemption occurred on November 13, 2025. The 4.875% Notes due 2026 were redeemed at par plus accrued interest which resulted in a loss of approximately $0.4 million.
2026 Notes Outstanding
Effective July 15, 2025, as a result of the completion of the LRFC Acquisition, the Company succeeded to the obligations of LRFC under LRFC’s 5.25% fixed-rate notes due October 30, 2026 (the “2026 Notes”). The 2026 Notes were originally issued on October 29, 2021, in an aggregate principal amount of $50.0 million pursuant to a supplemental indenture with U.S. Bank Trust Company, National Association, as trustee, which supplements the base indenture, dated June 16, 2014. The 2026 Notes bear interest at a rate of 5.25% per annum, payable semi-annually on April 30 and October 30 of each year, commencing April 30, 2022. On March 28, 2024, the notes were downgraded below Investment Grade by a Nationally Recognized Statistical Rating Organization (“NRSRO”), resulting in a step-up in the interest rate to 6.00% per annum. On October 7, 2025, the Company obtained a BBB- rating from a NRSRO with respect to the 2026 Notes. Starting on October 7, 2025, as a result of the rating, the 2026 Notes have a fixed interest rate of 5.25% per annum, which remained the rate applicable from the date of the change through December 31, 2025. As of December 31, 2025, there was approximately $50.0 million of principal outstanding on the 2026 Notes.
2028 Notes Outstanding
On October 10, 2025, the Company entered into a note purchase agreement (the “2028 & 2030 Note Purchase Agreement”), by and among the Company and each purchaser named therein, in connection with the issuance and sale of $35.0 million in aggregate principal amount of the Company’s 7.50% notes due 2028 (the “2028 Notes”), pursuant to an effective shelf registration statement on Form N-2, as amended, which was declared effective on February 10, 2025. The net proceeds to the Company were approximately $34.1 million, which is net of a 1.5% discount and allocated deferred financing costs. The 2028 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 October 30, 2025 and will mature on October 15, 2028. The indenture governing the 2028 Notes contains certain restrictive covenants, including compliance with certain provisions of the 1940 Act relating to borrowing and dividends. As of December 31, 2025, there was approximately $35.0 million of principal amount outstanding, and we were in compliance with all of our debt covenants on the 2028 Notes.
2030 Notes Outstanding
On October 10, 2025, the Company entered into a 2028 & 2030 Note Purchase Agreement, by and among the Company and each purchaser named therein, in connection with the issuance and sale of $75.0 million in aggregate principal amount of the Company’s 7.75% notes due 2030 (the “2030 Notes”), pursuant to an effective shelf registration statement on Form N-2, as amended, which was declared effective on February 10, 2025. The net proceeds to the Company were approximately $72.5 million, which is net of a 2.25% discount and allocated deferred financing costs. The 2030 Notes bear interest at the rate of 7.75% per year, payable semi-annually on April 30 and October 30 of each year, commencing on October 30, 2025 and will mature on October 15, 2030. The indenture governing the 2030 Notes contains certain restrictive covenants, including compliance with certain provisions of the 1940 Act relating to borrowing and dividends. As of December 31, 2025, there was approximately $75.0 million of principal amount outstanding, and we were in compliance with all of our debt covenants on the 2030 Notes.
2032 Convertible Notes Outstanding
Effective July 15, 2025, as a result of the completion of the LRFC Acquisition, the Company succeeded to the obligations of LRFC under LRFC’s 5.25% fixed-rate convertible notes due April 1, 2032 (the “2032 Convertible Notes”). The 2032 Convertible Notes had a fixed interest rate of 5.25% per annum payable semi-annually on March 31 and September 30 of each year, commencing on September 30, 2022, subject to a step up of 0.75% per annum to the extent that the 2032 Convertible Notes are downgraded below Investment Grade by an NRSRO or the 2032 Convertible Notes no longer maintain a rating from an NRSRO. On March 28, 2024, the Company obtained a BB+ rating from a NRSRO with respect to the 2032 Convertible Notes. Starting on March 28, 2024, and commencing through the date of the financial statements, as a result of the rating downgrade, the 2032 Convertible Notes have a fixed interest rate of 6.00% per annum. On October 7, 2025, the Company obtained a BBB- rating from a NRSRO with respect to the 2032 Convertible Notes. Starting on October 7, 2025, as a result of the rating, the 2032 Convertible Notes have a fixed interest rate of 5.25% per annum, which remained the rate applicable from the date of the change through December 31, 2025. The 2032 Convertible Notes were originally issued by LRFC on April 1, 2022, in an aggregate principal amount of $15.0 million. As of July 15, 2025, the Company assumed $2.5 million in outstanding principal amount of the 2032 Convertible Notes. The notes are convertible, at the holder’s option and at any time prior to maturity, into shares of the Company’s common stock based on a conversion formula defined in the governing purchase agreement. As of December 31, 2025, there was approximately $2.0 million of principal outstanding on the 2032 Convertible Notes.
On December 18, 2019, Great Lakes Portman Ridge Funding LLC (“GLPRF LLC”), a wholly-owned subsidiary of the Company, entered into a senior secured revolving credit facility (as amended, restated or otherwise modified from time to time, the “Revolving Credit Facility”) with JPMorgan Chase Bank, National Association (“JPM”). JPM serves as administrative agent, U.S. Bank Trust Company, National AssociationAssociation, serves as collateral agent, securities intermediary and collateral administrator, and the Company serves as portfolio manager under the Revolving Credit Facility.
AtAs of December 31, 2024,2025, GLPRF LLC was in compliance with all of its debt covenants and there was approximately $159.5$107.6 million of principal amount of borrowings outstanding under the Revolving Credit Facility.
Effective July 15, 2025, as a result of the completion of the LRFC Acquisition, we succeeded to the obligations of LRFC under a senior secured revolving credit facility previously entered into by LRFC on October 30, 2020. In October 2020, CBL, a direct, wholly owned, consolidated subsidiary of LRFC, entered into the KeyBank Credit Facility with the investment adviser at the time, as collateral manager, the lenders from time to time parties thereto (each, a “Lender”), KeyBank National Association, as administrative agent, and U.S. Bank Trust Company, National Association, as custodian. The KeyBank Credit Facility was amended on May 10, 2022, October 20, 2022, and August 21, 2024. Under the KeyBank Credit Facility, the Lenders have agreed to extend credit to CBL in an aggregate principal amount of up to $75.0 million, with an uncommitted accordion feature that allows the Company to borrow up to an additional $125.0 million. The KeyBank Credit Facility matures on August 21, 2029, unless there is an earlier termination or event of default. The period during which the Lenders may make loans to CBL under the KeyBank Credit Facility commenced on October 30, 2020 and will continue through August 21, 2027, unless there is an earlier termination or event of default. Borrowings under the KeyBank Credit Facility bear interest at 1M Term SOFR plus 2.80% during the reinvestment period and 3.20% thereafter, with a 0.40% 1M Term SOFR floor. CBL will also pay an unused commitment fee at a rate of (1) 0.75% if utilization is less than or equal to 50.0%, (2) 0.50% if utilization is greater than 50.0% but less than or equal to 75.0%, or (3) 0.25% if utilization is greater than 75.0%, per annum on the unutilized portion of the aggregate commitments under the KeyBank Credit Facility.
As of December 31, 2025, the Company was in compliance with all of its debt covenants and there was approximately $42.7 million of principal amount of borrowings outstanding under the KeyBank Credit Facility.
2018-2 Secured Notes
On August 20, 2024, an optional redemption of the CLO occurred and all rated notes were repaid in full. As of December 31, 2024, no 2018-2 Secured Notes were outstanding. Accordingly, during 2024, the Company redeemed approximately $125.7 million of the par value of the 2018-2 Secured Notes. In connection therewith, the Company recognized a realized loss on extinguishment of approximately $0.7 million.
What changed in the latest 10-Q
Risk Factors
There have been no material changes during the quarter ended June 30, 2026 to the risk factors that were included in our Annual Report on Form 10-K for the year ended December 31, 2025.
Full comparison: every changed paragraph (1)
There have been no material changes during the quarter ended MarchJune 31,30, 2026 to the risk factors that were included in our Annual Report on Form 10-K for the year ended December 31, 2025.
Management's Discussion & Analysis (MD&A)
Largest changes
“We may distribute taxable dividends that are payable in cash or shares of our common stock at the election of each stockholder. Under certain applicable provisions of the Code and the Treasury regulations, distributions payable in cash or in shares of stock at the election of stockholders are treated as taxable dividends. The Internal Revenue Service has published guidance indicating that this rule will apply even where the total amount of cash that may be distributed is limited to no more than 20% of the total distribution.”see in full comparison
We may distribute taxable dividends that are payable in cash or shares of our common stock at the election of each stockholder. Under certain applicable provisions of the Code and the Treasury regulations, distributions payable in cash or in shares of stock at the election of stockholders are treated as taxable dividends. The Internal Revenue Service has published guidance indicating that this rule will apply even where the total amount of cash that may be distributed is limited to no more than 20% of the total distribution. Under this guidance, if too many stockholders elect to receive their distributions in cash, the cash available for distribution must be allocated among the stockholders electing to receive cash (with the balance of the distribution paid in stock). If we decide to make any distributions consistent with this guidance that are payable in part in our stock, taxable stockholders receiving such dividends will be required to include the full amount of the dividend (whether received in cash, shares of our stock, or a combination thereof) as ordinary income (or as long-term capital gain to the extent such distribution is properly reported as a capital gain dividend) to the extent of our current and accumulated earnings and profits for U.S. federal income tax purposes. As a result, a U.S. stockholder may be required to pay tax with respect to such dividends in excess of any cash received. If a U.S. stockholder sells the stock it receives in order to pay this tax, the sales proceeds may be less than the amount included in income with respect to the dividend, depending on the market price of our stock at the time of the sale. Furthermore, with respect to non-U.S. stockholders, we may be required to withhold U.S. tax with respect to such dividends, including in respect of all or a portion of such dividend that is payable in stock. In addition, if a significant number of our stockholders determine to sell shares of our stock in order to pay taxes owed on dividends, it may put downward pressure on the trading price of our stock.see in full comparison
“On August 6, 2026, the Company entered into a sixth amendment (the “Sixth Amendment”) to the KeyBank Credit Facility under its existing senior secured revolving credit agreement. The Sixth Amendment reduces the applicable margin during the reinvestment period from 2.80% per annum to 2.50% per annum and reduces the applicable margin during the amortization period from 3.20% per annum to 3.00% per annum. …”see in full comparison
“Payment-in-kind ("PIK") income. During the three months ended June 30, 2026 and 2025, the Company recognized $2.4 million and $2.4 million, respectively, of payment-in-kind income. The Company did not receive any non-recurring fee income that was paid in-kind during the three months ended June 30, 2026, compared to $0.1 million during the three months ended June 30, 2025, which is included in the payment-in-kind income line item on the consolidated statements of operations. …”see in full comparison
“During the six months ended June 30, 2026, our total investments had net change in unrealized appreciation (depreciation) on investments of approximately $(19.4) million. The net change in unrealized appreciation (depreciation) on investments is made up of approximately $(5.4) million on our Joint Ventures investments, $(1.2) million on CLO Fund Securities, and $(12.8) million on our debt securities. During the six months ended June 30, 2025, our total investments had net change in unrealized appreciation (depreciation) on investments of approximately $2.7 million. …”see in full comparison
“On March 5, 2026, the Company declared regular monthly base distributions of $0.09 per share of common stock for each of April, May and June 2026 and a supplemental distribution of $0.03 per share of common stock, payable together with the May 2026 regular monthly base distribution. The April 2026 regular monthly base distribution was paid on April 30, 2026 to stockholders of record at the close of business on April 15, 2026. …”see in full comparison
Full comparison: every changed paragraph (63)
We are an externally managed, non-diversified closed-end investment company that has elected to be regulated as a business development company (“BDC”) under the Investment Company Act of 1940, as amended (the “1940 Act”). Sierra Crest Investment Management LLC (the “Adviser”) is an affiliate of BC Partners LLP (“BC Partners”). Subject to the overall supervision of the Board,Board of Directors (the “Board”), the Adviser is responsible for managing our business and activities, including sourcing investment opportunities, conducting research, performing diligence on potential investments, structuring our investments, and monitoring our portfolio companies on an ongoing basis through a team of investment professionals.
We have elected to be treated for U.S. federal income tax purposes as a regulated investment company (“RIC”) under Subchapter M of the Internal Revenue Code of 1986, as amended (the “Code”) and intend to operate in a manner to maintain our RIC status. As a RIC, we intend to distribute to our stockholders substantially all of our net ordinary taxable income and the excess of realized net short-term capital gains over realized net long-term capital losses, if any, for each year. To qualify as a RIC, we must, among other things, meet certain source-of-income and asset diversification requirements. Pursuant to this election, we generally will not have to pay corporate-level U.S. federal income taxes on any income that we timely distribute to our stockholders.
Total portfolio investment activity (excluding activity in short-term investments) for the threesix months ended MarchJune 31,30, 2026 (unaudited) and for the year ended December 31, 2025, was as follows:
The following table shows the Company’s portfolio by security type as of MarchJune 31,30, 2026, and December 31, 2025:
The industry concentrations, based on the fair value of the Company’s investment portfolio as of MarchJune 31,30, 2026, and December 31, 2025, for our investment portfolio was as follows:
As of MarchJune 31,30, 2026 and December 31, 2025, our Debt Securities Portfolio had a weighted average annualized yield (excluding income from non-accruals and collateralized loan obligations) of approximately 12.8%12.0% and 12.9%, respectively.
The debt investment portfolio (excluding our investments in the CLO Funds and Joint Ventures) as of MarchJune 31,30, 2026 was spread across 33 different industries and 7271 different portfolio companies with a fair value of approximately $384.1$349.7 million and average par balance per investment of approximately $3.3$3.2 million. As of MarchJune 31,30, 2026, twelveeleven of our debt investments were on non-accrual status, which were attributable to nineseven portfolio companies. However, for two of the investments in the non-accrual population, the Company continues to recognize interest income on a cash basis, i.e., only when cash payments are actually received. Refer to the consolidated schedule of investments for further details. As of December 31, 2025, thirteen of our debt investments were on non-accrual status, which were attributable to ten portfolio companies.
As of MarchJune 31,30, 2026, our remaining asset management affiliates (the “Asset Manager Affiliates”) have limited operations and are expected to be liquidated. As of MarchJune 31,30, 2026, the Asset Manager Affiliates manage CLO Funds that invest in broadly syndicated loans, high yield bonds and other credit instruments.
We have made minority investments in the subordinated securities or preferred shares of CLO Funds managed by the Disposed Manager Affiliates and may selectively invest in securities issued by CLO Funds managed by other asset management companies. As of MarchJune 31,30, 2026 and December 31, 2025, the fair value of the CLO Fund Securities was $1.7$15.5 million and $1.8 million, respectively.
Our CLO Fund Securities as of MarchJune 31,30, 2026 and December 31, 2025 were as follows:
Represents percentage of class held at MarchJune 31,30, 2026 and December 31, 2025, respectively.
We have determined that the F3C Joint Venture is an investment company under the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 946: Financial Services — Investment Companies (“ASC 946”), however, in accordance with such guidance, we will generally not consolidate our investment in a company other than a wholly owned investment company subsidiary or a controlled operating company whose business consists of providing services to us. We do not consolidate its interest in the F3C Joint Venture because we do not control the F3C Joint Venture due to allocation of the voting rights among the F3C Joint Venture partners.
The fair value of the Company’s investment in the F3C Joint Venture as of MarchJune 31,30, 2026 and December 31, 2025 was $8.9$7.1 million and $10.7 million, respectively.
The fair value of the Company’s investment in Series B as of MarchJune 31,30, 2026 and December 31, 2025 were $36.0$37.8 million and $37.5 million, respectively. Fair value has been determined utilizing the practical expedient pursuant to ASC 820: Fair Value Measurement (“ASC 820”). Pursuant to the terms of the Great Lakes II LLC Agreement, the Company generally may not effect any direct or indirect sale, transfer, assignment, hypothecation, pledge or other disposition of or encumbrance upon its interests in the Great Lakes II Joint Venture, except that the Company may sell or otherwise transfer its interests with the consent of the managing members of the Great Lakes II Joint Venture or to an affiliate or a successor to substantially all of the assets of the Company.
As of MarchJune 31,30, 2026 and December 31, 2025, the Company had an unfunded commitment of $12.6$10.3 million and $12.6 million to Series B, respectively.
Set forth below is a discussion of our results of operations for the three and six months ended MarchJune 31,30, 2026 and 2025.2025:
Revenues consist primarily of investment income from interest and dividends on our investment portfolio and various ancillary fees related to our investment holdings. Investment income for the three months ended MarchJune 31,30, 2026 and 2025 was approximately $15.2 million and $12.6 million, respectively. Investment income for the six months ended June 30, 2026 and 2025, was approximately $17.6$32.8 million and $12.1$24.7 million, respectively.
The majority of investment income is attributable to interest income, inclusive of payment-in-kind income, on our Debt Securities Portfolio. For the three months ended MarchJune 31,30, 2026 and 2025, approximately $16.0$13.5 million and $10.3$10.9 million, respectively, of investment income was attributable to interest income, inclusive of payment-in-kind income, on our Debt Securities Portfolio. For the six months ended June 30, 2026 and 2025, approximately $29.6 million and $21.3 million, respectively, of investment income was attributable to interest income, inclusive of payment-in-kind income, on our Debt Securities Portfolio.
Payment-in-kind ("PIK") income. During the three months ended June 30, 2026 and 2025, the Company recognized $2.4 million and $2.4 million, respectively, of payment-in-kind income. The Company did not receive any non-recurring fee income that was paid in-kind during the three months ended June 30, 2026, compared to $0.1 million during the three months ended June 30, 2025, which is included in the payment-in-kind income line item on the consolidated statements of operations. Excluding non-recurring fee income paid in-kind, payment-in-kind income remained relatively consistent period over period. During the six months ended June 30, 2026 and 2025, the Company recognized $5.8 million and $5.5 million, respectively, of payment-in-kind income. Included in these amounts was $0.6 million and $0.3 million, respectively, of non-recurring fee income that was paid in-kind and is included in the payment-in-kind income line item on the consolidated statements of operations. The increase in payment-in-kind income during the six-month period was primarily attributable to higher recurring PIK income generated by the larger investment portfolio following the LRFC merger, partially offset by changes in non-recurring fee income paid in-kind.
As of MarchJune 31,30, 2026, our debt investment portfolio, which represented 80.6%77.2% of the fair value of our total portfolio, had a weighted average annualized yield of approximately 12.8%12.0% (excluding income from non-accruals and collateralized loan obligations). As of MarchJune 31,30, 2026, 13.4%10.6% of the fair value of our debt investment portfolio was bearing a fixed rate of interest. As of December 31, 2025, our debt investment portfolio, which represented 82.2% of the fair value of our total portfolio, had a weighted average annualized yield of approximately 12.9% (excluding income from non-accruals and collateralized loan obligations). As of December 31, 2025, 12.4% of the fair value of our debt investment portfolio was bearing a fixed rate of interest.
Investment Income on Investments in CLO Fund Securities. For the three months ended MarchJune 31,30, 2026 and 2025, approximately $0.0 million and $0.1$0.2 million, respectively, of investment income was attributable to investments in CLO Fund Securities. For the six months ended June 30, 2026 and 2025, approximately $0.0 million and $0.3 million, respectively, of investment income was attributable to investments in CLO Fund Securities. We generate investment income from our investments in the securities (typically preferred shares or subordinated securities) of CLO Funds. CLO Funds invest primarily in broadly syndicated non-investment grade loans, high-yield bonds and other credit instruments of corporate issuers. The underlying assets in each of the CLO Funds in which we have an investment are generally diversified secured or unsecured corporate debt. Our CLO Fund Securities that are subordinated securities or preferred shares (“junior securities”) are subordinated to senior note holders who typically receive a return on their investment at a fixed spread relative to the SOFRSecured Overnight Financing Rate index. The CLO Funds are leveraged funds and any excess cash flow or “excess spread” (interest earned by the underlying securities in the fund less payments made to senior bond holders and less fund expenses and management fees) is paid to the holders of the CLO Fund’s subordinated securities or preferred shares. The level of excess spread from CLO Fund Securities can be impacted by the timing and level of the resetting of the benchmark interest rate for the underlying assets (which reset at various times throughout the quarter) in the CLO Fund and the related CLO Fund note liabilities (which reset at each quarterly distribution date); in periods of short-term and volatile changes in the benchmark interest rate, the levels of excess spread and resulting cash distributions to us can vary significantly.
Investments in Joint Ventures. For the three months ended MarchJune 31,30, 2026 and 2025, we recognized $1.0$1.3 million and $1.4$1.2 million, respectively, in investment income from our investments in Joint Ventures. For the six months ended June 30, 2026 and 2025, we recognized $2.4 million and $2.6 million, respectively, in investment income from our investments in Joint Ventures. As of MarchJune 31,30, 2026, and December 31, 2025, the fair value of our investments in Joint Ventures was approximately $45.0$44.8 million and $48.2 million, respectively. The final determination of the tax attributes of distributions from Joint Ventures is made on an annual (full calendar year) basis at the end of the year based upon taxable income and distributions for the full year. Therefore, any estimate of tax attributes of distributions made on an interim basis may not be representative of the actual tax attributes of distributions for the full year.
Fees and other income. Origination fees (to the extent services are performed to earn such income upon closing), amendment fees, consent fees, and other fees associated with investments in portfolio companies are recognized as income when they are earned. Prepayment penalties received by the Company for debt instruments repaid prior to maturity date are recorded as income upon receipt. For the three months ended MarchJune 31,30, 2026 and 2025, approximately $0.3$0.1 million and less than $0.1 million, respectively, of investment income was attributable to fees and other income. For the six months ended June 30, 2026 and 2025, approximately $0.4 million and $0.3 million, respectively, of investment income was attributable to fees and other income.
In connection with the Advisory Agreement, we pay the Adviser certain investment advisory fees and reimburse the Adviser and BC Partners Management LLC (the “Administrator”) for certain expenses incurred in connection with the services they provide. We bear our allocable portion of the compensation paid by the Adviser (or its affiliates) to our chief compliance officer and chief financial officer and their respective staffs (based on a percentage of time such individuals devote, on an estimated basis, to our business affairs). We also bear all other costs and expenses of our operations, administration and transactions, including, but not limited to (i) investment advisory fees, including management fees and incentive fees, to the Adviser, pursuant to the Advisory Agreement; (ii) our allocable portion of overhead and other expenses incurred by the Adviser (or its affiliates) in performing its administrative obligations under the Advisory Agreement, and (iii) all other expenses of our operations and transactions including, without limitation, those relating to:
administration fees payable under the administration agreement (the “Administration Agreement”) between us and the Administrator and any sub-administration agreements, including related expenses;
Total expenses for the three months ended MarchJune 31,30, 2026 and 2025 were approximately $10.7$9.6 million and $7.8$8.1 million, respectively. Total expenses for the six months ended June 30, 2026 and 2025 were approximately $20.4 million and $15.9 million, respectively. The increase in total expenses for the threesix months ended MarchJune 31,30, 2026, in comparison to the prior year, was primarily driven by an increase in average debt outstanding and higher cost of capital as well as a higher management fee and professional fees.
Management Fees and Incentive Fees. Management fees for the three months ended MarchJune 31,30, 2026 and 2025 were approximately $1.7$1.6 million and $1.5$1.4 million, respectively. IncentiveManagement fees for the six months ended June 30, 2026 and 2025 were approximately $3.3 million and $2.9 million, respectively. The Company did not incur any incentive fees for the three months ended MarchJune 31,30, 20262026, andcompared 2025to wereapproximately $1.0 million for the three months ended June 30, 2025. The Company incurred incentive fees of approximately $0.9 million and $0.9$1.9 million,million respectively.for the six months ended June 30, 2026 and 2025.
Interest and Amortization of Debt Issuance Costs. Interest expense is dependent on the average outstanding balance on our borrowings and the base index rate for the period for floating rate debt. Debt issuance costs represent fees and other direct costs incurred in connection with our borrowings. These amounts are capitalized and amortized over the expected term of the borrowing. For the three months ended MarchJune 31,30, 2026 and 2025, interest expense and amortization of debt issuance costs and original issue discount for the period was approximately $5.8$5.9 million and $4.3$4.2 million, respectively, on average debt outstanding of $306.9$304.9 million and $261.5$255.4 million, respectively. For the six months ended June 30, 2026 and 2025, interest expense and amortization of debt issuance costs and original issue discount for the period was approximately $11.7 million and $8.5 million, respectively, on average debt outstanding of $305.9 million and $258.4 million, respectively.
Directors' Expense. Directors’ expense for the three months ended MarchJune 31,30, 2026 and 2025 were approximately $0.1 million and $0.1 million, respectively. Directors’ expense for the six months ended June 30, 2026 and 2025 were approximately $0.2 million and $0.3 million, respectively.
For the three months ended MarchJune 31,30, 2026 and 2025, professional fees totaled approximately $0.9$0.7 million and $0.5$0.4 million, respectively. For the six months ended June 30, 2026 and 2025, professional fees totaled approximately $1.6 million and $0.9 million, respectively.
For the three months ended MarchJune 31,30, 2026 and 2025, administrative services expense was approximately $0.5$0.6 million and $0.4$0.5 million, respectively. For the six months ended June 30, 2026 and 2025, administrative services expense was approximately $1.1 million and $0.9 million, respectively.
For the three months ended MarchJune 31,30, 2026 and 2025, other general and administrative expenses, which includes insurance, technology and other office and administrative expenses, totaled approximately $0.7 million and $0.1$0.4 million, respectively. For the six months ended June 30, 2026 and 2025, other general and administrative expenses, which includes insurance, technology and other office and administrative expenses, totaled approximately $1.4 million and $0.5 million, respectively.
For the three months ended MarchJune 31,30, 2026, net investment income was approximately $6.9$5.5 million, or $0.55$0.45 per basic and diluted share, while tax-basis distributable income was approximately $4.1$3.6 million, or $0.33$0.29 per basic and diluted share. For the three months ended MarchJune 31,30, 2025, net investment income was approximately $4.6 million, or $0.50 per basic and diluted share, while tax-basis distributable income was approximately $4.3 million, or $0.47 per basic and diluted share. For the six months ended June 30, 2026, net investment income was approximately $12.4 million, or $1.00 per basic and diluted share, while tax-basis distributable income was approximately $4.7$7.7 million, or $0.51$0.62 per basic and diluted share. For the six months ended June 30, 2025, net investment income was approximately $8.9 million, or $0.97 per basic and diluted share, while tax-basis distributable income was approximately $9.0 million, or $0.98 per basic and diluted share.
Investments are carried at fair value, with changes in fair value recorded as unrealized appreciation (depreciation) in the statement of operations. When an investment is sold or liquidated, any previously recognized unrealized appreciation (depreciation) is reversed and a corresponding amount is recognized as realized gain (loss). During the three and six months ended MarchJune 31,30, 2026, the Company recognized $2.0$10.5 million and $12.5 million of net realized losses on our portfolio investments. During the three and six months ended MarchJune 31,30, 2025, the Company recognized $0.2$15.8 million and $16.0 million of net realized losses on our portfolio investments.
During the three months ended MarchJune 31,30, 2026, our total investments had net change in unrealized appreciation (depreciation) on investments of approximately $(14.64.7) million. The net change in unrealized appreciation (depreciation) on investments is made up of approximately $2.9$(2.9) million on equity securities, $(3.12.3) million on our Joint Ventures investments, $(0.11.1) million on CLO Fund Securities, and $(14.3)$1.6 million on our debt securities. During the three months ended MarchJune 31,30, 2025, our total investments had net change in unrealized appreciation (depreciation) on investments of approximately $(3.9)$6.6 million. The net change in unrealized appreciation (depreciation) on investments is made up of approximately $1.3$0.9 million on equity securities, $(2.80.7) million on our Joint Ventures investments, $1.0$(0.1) million on CLO Fund Securities, and $(3.4)$6.5 million on our debt securities.
During the six months ended June 30, 2026, our total investments had net change in unrealized appreciation (depreciation) on investments of approximately $(19.4) million. The net change in unrealized appreciation (depreciation) on investments is made up of approximately $(5.4) million on our Joint Ventures investments, $(1.2) million on CLO Fund Securities, and $(12.8) million on our debt securities. During the six months ended June 30, 2025, our total investments had net change in unrealized appreciation (depreciation) on investments of approximately $2.7 million. The net change in unrealized appreciation (depreciation) on investments is made up of approximately $2.1 million on equity securities, $(3.5) million on our Joint Ventures investments, $0.9 million on CLO Fund Securities, and $3.2 million on our debt securities.
The net increase (decrease) in net assets resulting from operations for the three months ended MarchJune 31,30, 2026,2026 was $(10.29.9) million, or $(0.820.80) per basic share and diluted share. The net increase (decrease) in net assets resulting from operations for the three months ended MarchJune 31,30, 2025,2025 was $(0.14.5) million, or $(0.010.49) per basic and diluted share. The net increase (decrease) in net assets resulting from operations for the six months ended June 30, 2026 was $(20.0) million, or $(1.62) per basic share and diluted share. The net increase (decrease) in net assets resulting from operations for the six months ended June 30, 2025 was $(4.6) million, or $(0.50) per basic and diluted share.
As of MarchJune 31,30, 2026 and December 31, 2025, the fair value of investments and cash were as follows:
We use borrowed funds, known as “leverage,” to make investments and to attempt to increase returns to our shareholders by reducing our overall cost of capital. As a BDC, we are limited in the amount of leverage we can incur under the 1940 Act. We are only allowed to borrow amounts such that our asset coverage, as defined in the 1940 Act, equals at least 150% after such borrowing. As of MarchJune 31,30, 2026, we had approximately $342.2$286.1 million of par value of outstanding borrowings and our asset coverage ratio of total assets to total borrowings was 156%,162%, compliant with the minimum asset coverage level of 150% generally required for a BDC by the 1940 Act. We may also borrow amounts of up to 5% of the value of our total assets for temporary purposes.
Effective July 15, 2025, as a result of the completion of the LRFC Acquisition, the Company succeeded to the obligations of LRFC under LRFC’s 5.25% fixed-rate notes due October 30, 2026 (the “2026 Notes”). The 2026 Notes were originally issued on October 29, 2021, in an aggregate principal amount of $50.0 million pursuant to a supplemental indenture with U.S. Bank Trust Company, National Association,Association as(the trustee,“Trustee”), which supplements the base indenture, dated June 16, 2014. The 2026 Notes bear interest at a rate of 5.25% per annum, payable semi-annually on April 30 and October 30 of each year, commencing April 30, 2022. On March 28, 2024, the notes were downgraded below Investment Grade by a Nationally Recognized Statistical Rating Organization (“NRSRO”), resulting in a step-up in the interest rate to 6.00% per annum. On October 7, 2025, the Company obtained a BBB- rating from a NRSRO with respect to the 2026 Notes. Starting on October 7, 2025, as a result of the rating, the 2026 Notes have a fixed interest rate of 5.25% per annum, which remained the rate applicable from the date of the change through MarchJune 31,30, 2026. On March 27, 2026, the Company notified the Trustee of its election to redeem $40.0 million aggregate outstanding principal of its 5.25% Notes due 2026 pursuant to the terms of the Base Indenture, the Fourth Supplemental Indenture and the Fifth Supplemental Indenture. The expected redemption datewas isexecuted on April 27, 2026.2026 and the $40.0 million aggregate principal was redeemed at par plus accrued interest and a make-whole payment calculated in accordance with the Fourth Supplemental Indenture which resulted in a loss of approximately $0.4 million. As of MarchJune 31,30, 2026, there was approximately $50.0$10.0 million of outstanding principal on the 2026 Notes.
On October 10, 2025, the Company entered into a note purchase agreement (the “2028 & 2030 Note Purchase Agreement”), by and among the Company and each purchaser named therein, in connection with the issuance and sale of $35.0 million in aggregate principal amount of the Company’s 7.50% notes due 2028 (the “2028 Notes”), pursuant to an effective shelf registration statement on Form N-2, as amended, which was declared effective on February 10, 2025.In2025. In conjunction therewith, the Company and the U.S. Bank Trust Company, National AssociationTrustee entered into a Fourth Supplemental Indenture relating to the 2028 Notes (the “Fourth Supplemental Indenture”), which supplements that certain Base Indenture, dated as of October 10, 2012 (as may be further amended, supplemented or otherwise modified from time to time, the “Base Indenture” and, together with the Fourth Supplemental Indentures,Indenture, the “2028 Notes Indenture”). The net proceeds to the Company were approximately $34.1 million, which is net of a 1.5% discount and allocated deferred financing costs. The 2028 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 October 30, 2025 and will mature on October 15, 2028. The indenture governing the 2028 Notes contains certain restrictive covenants, including compliance with certain provisions of the 1940 Act relating to borrowing and dividends. As of MarchJune 31,30, 2026, there was approximately $35.0 million of outstanding principal, and we were in compliance with all of our debt covenants on the 2028 Notes.
On March 20, 2026, the Company entered into a 2029 Note Purchase Agreement, by and among the Company and each purchaser named therein, in connection with the issuance and sale of $50.0 million in aggregate principal amount of the Company’s 7.50% notes due 2029 (the “2029 Notes”), pursuant to an effective shelf registration statement on Form N-2, as amended, which was declared effective on February 10, 2025. In conjunction therewith, the Company and the U.S. Bank Trust Company, National AssociationTrustee entered into a Sixth Supplemental Indenture relating to the 2029 Notes (the “Sixth Supplemental Indenture”), which supplements that certain Base Indenture, dated as of October 10, 2012 (as may be further amended, supplemented or otherwise modified from time to time, the “Base Indenture” and, together with the Sixth Supplemental Indenture, the “2029 Notes Indenture”). The net proceeds to the Company were approximately $49.1 million, which is net of deferred financing costs. The 2029 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 and will mature on September 24, 2029. The indenture governing the 2029 Notes contains certain restrictive covenants, including compliance with certain provisions of the 1940 Act relating to borrowing and dividends. As of MarchJune 31,30, 2026, there was approximately $50.0 million of outstanding principal, and we were in compliance with all of our debt covenants on the 2029 Notes.
On October 10, 2025, the Company entered into a 2028 & 2030 Note Purchase Agreement, by and among the Company and each purchaser named therein, in connection with the issuance and sale of $75.0 million in aggregate principal amount of the Company’s 7.75% notes due 2030 (the “2030 Notes”), pursuant to an effective shelf registration statement on Form N-2, as amended, which was declared effective on February 10, 2025. In conjunction therewith, the Company and the U.S. Bank Trust Company, National AssociationTrustee entered into a Fifth Supplemental Indenture relating to the 2030 Notes (the “Fifth Supplemental Indenture”), which supplements the Base Indenture (together with the Fifth Supplemental Indentures,Indenture, the “2030 Notes Indenture”).The net proceeds to the Company were approximately $72.5 million, which is net of a 2.25% discount and allocated deferred financing costs. The 2030 Notes bear interest at the rate of 7.75% per year, payable semi-annually on April 30 and October 30 of each year, commencing on October 30, 2025 and will mature on October 15, 2030. The indenture governing the 2030 Notes contains certain restrictive covenants, including compliance with certain provisions of the 1940 Act relating to borrowing and dividends. As of MarchJune 31,30, 2026, there was approximately $75.0 million of principal outstanding, and we were in compliance with all of our debt covenants on the 2030 Notes.
Effective July 15, 2025, as a result of the completion of the LRFC Acquisition, the Company succeeded to the obligations of LRFC under LRFC’s 5.25% fixed-rate convertible notes due April 1, 2032 (the “2032 Convertible Notes”). The 2032 Convertible Notes had a fixed interest rate of 5.25% per annum payable semi-annually on March 31 and September 30 of each year, commencing on September 30, 2022, subject to a step up of 0.75% per annum to the extent that the 2032 Convertible Notes are downgraded below Investment Grade by an NRSRO or the 2032 Convertible Notes no longer maintain a rating from an NRSRO. On March 28, 2024, the Company obtained a BB+ rating from a NRSRO with respect to the 2032 Convertible Notes. Starting on March 28, 2024, and commencing through the date of the financial statements, as a result of the rating downgrade, the 2032 Convertible Notes have a fixed interest rate of 6.00% per annum. On October 7, 2025, the Company obtained a BBB- rating from a NRSRO with respect to the 2032 Convertible Notes. Starting on October 7, 2025, as a result of the rating, the 2032 Convertible Notes have a fixed interest rate of 5.25% per annum, which remained the rate applicable from the date of the change through MarchJune 31,30, 2026. The 2032 Convertible Notes were originally issued by LRFC on April 1, 2022, in an aggregate principal amount of $15.0 million. As of July 15, 2025, the Company assumed $2.5 million in outstanding principal amount of the 2032 Convertible Notes. The notes are convertible, at the holder’s option and at any time prior to maturity, into shares of the Company’s common stock based on a conversion formula defined in the governing purchase agreement. As of MarchJune 31,30, 2026, there was approximately $2.0 million of outstanding principal.
On December 18, 2019, Great Lakes Portman Ridge Funding LLC (“GLPRF LLC”), a wholly-owned subsidiary of the Company, entered into a senior secured revolving credit facility (as amended, restated or otherwise modified from time to time, the “Revolving Credit Facility”) with JPMorgan Chase Bank, National Association (“JPM”). JPM serves as administrative agent, U.S.the Bank Trust Company, National AssociationTrustee serves as collateral agent, securities intermediary and collateral administrator, and the Company serves as portfolio manager under the Revolving Credit Facility.
As of MarchJune 31,30, 2026, GLPRF LLC was in compliance with all of its debt covenants and there was approximately $80.0$66.5 million principal amount of borrowings outstanding under the Revolving Credit Facility.
Effective July 15, 2025, as a result of the completion of the LRFC Acquisition, we succeeded to the obligations of LRFC under a senior secured revolving credit facility previously entered into by LRFC on October 30, 2020. In October 2020, CBL, a direct, wholly owned, consolidated subsidiary of LRFC, entered into the KeyBank Credit Facility with the investment adviser at the time, as collateral manager, the lenders from time to time parties thereto (each, a “Lender”), KeyBank National Association, as administrative agent, and U.S.the Bank Trust Company, National Association,Trustee, as custodian. The KeyBank Credit Facility was amended on May 10, 2022, October 20, 2022, and August 21, 2024. Under the KeyBank Credit Facility, the Lenders have agreed to extend credit to CBL in an aggregate principal amount of up to $75.0 million, with an uncommitted accordion feature that allows the Company to borrow up to an additional $125.0 million. The KeyBank Credit Facility matures on August 21, 2029, unless there is an earlier termination or event of default. The period during which the Lenders may make loans to CBL under the KeyBank Credit Facility commenced on October 30, 2020 and will continue through August 21, 2027, unless there is an earlier termination or event of default. Borrowings under the KeyBank Credit Facility bear interest at 1M Term SOFR plus 2.80% during the reinvestment period and 3.20% thereafter, with a 0.40% 1M Term SOFR floor. CBL will also pay an unused commitment fee at a rate of (1) 0.75% if utilization is less than or equal to 50.0%, (2) 0.50% if utilization is greater than 50.0% but less than or equal to 75.0%, or (3) 0.25% if utilization is greater than 75.0%, per annum on the unutilized portion of the aggregate commitments under the KeyBank Credit Facility.
As of MarchJune 31,30, 2026, the Company was in compliance with all of its debt covenants and there was approximately $50.2$47.5 million principal amount of borrowings outstanding under the KeyBank Credit Facility.
We may distribute taxable dividends that are payable in cash or shares of our common stock at the election of each stockholder. Under certain applicable provisions of the Code and the Treasury regulations, distributions payable in cash or in shares of stock at the election of stockholders are treated as taxable dividends. The Internal Revenue Service has published guidance indicating that this rule will apply even where the total amount of cash that may be distributed is limited to no more than 20% of the total distribution.
We may distribute taxable dividends that are payable in cash or shares of our common stock at the election of each stockholder. Under certain applicable provisions of the Code and the Treasury regulations, distributions payable in cash or in shares of stock at the election of stockholders are treated as taxable dividends. The Internal Revenue Service has published guidance indicating that this rule will apply even where the total amount of cash that may be distributed is limited to no more than 20% of the total distribution. Under this guidance, if too many stockholders elect to receive their distributions in cash, the cash available for distribution must be allocated among the stockholders electing to receive cash (with the balance of the distribution paid in stock). If we decide to make any distributions consistent with this guidance that are payable in part in our stock, taxable stockholders receiving such dividends will be required to include the full amount of the dividend (whether received in cash, shares of our stock, or a combination thereof) as ordinary income (or as long-term capital gain to the extent such distribution is properly reported as a capital gain dividend) to the extent of our current and accumulated earnings and profits for U.S. federal income tax purposes. As a result, a U.S. stockholder may be required to pay tax with respect to such dividends in excess of any cash received. If a U.S. stockholder sells the stock it receives in order to pay this tax, the sales proceeds may be less than the amount included in income with respect to the dividend, depending on the market price of our stock at the time of the sale. Furthermore, with respect to non-U.S. stockholders, we may be required to withhold U.S. tax with respect to such dividends, including in respect of all or a portion of such dividend that is payable in stock. In addition, if a significant number of our stockholders determine to sell shares of our stock in order to pay taxes owed on dividends, it may put downward pressure on the trading price of our stock.
On March 5, 2026, the Company declared regular monthly base distributions of $0.09 per share of common stock for each of April, May and June 2026 and a supplemental distribution of $0.03 per share of common stock, payable together with the May 2026 regular monthly base distribution. The April 2026 regular monthly base distribution was paid on April 30, 2026 to stockholders of record at the close of business on April 15, 2026. The May 2026 regular monthly base distribution and supplemental distribution were paid on May 29, 2026 to stockholders of record at the close of business on May 15, 2026 and May 18, 2026, respectively. The June 2026 regular monthly base distribution was paid on June 30, 2026 to stockholders of record at the close of business on June 15, 2026.
On March 11, 2024, the Board of Directors of the Company authorized a renewed stock repurchase program of up to $10.0 million (the “2024 Stock Repurchase Program”) for an approximately one-year period, effective March 11, 2024 and terminating on March 31, 2025. Under this repurchase program, shares may be repurchased from time to time in open market transactions, in privately negotiated transactions or otherwise subject to any law or agreement to which we are party including any restrictions under the 1940 Act and in the indentures for our 2026 Notes, 2028 Notes, 2029 Notes, 2030 Notes and 2032 Convertible Notes. The terms and conditions of the 2024 Stock Repurchase Program are substantially similar to the prior stock repurchase program. The 2024 Stock Repurchase Program may be suspended or discontinued at any time. Subject to these restrictions, we will selectively pursue opportunities to repurchase shares which are accretive to net asset value per share. The timing and actual number of shares repurchased will depend on a variety of factors, including legal requirements, price, and economic and market conditions. On March 12, 2025, the Board of Directors of the Company authorized a renewed stock repurchase program of up to $10.0 million (the “2025 Stock Repurchase Program”) for an approximately one-year period, effective March 12, 2025 and terminating on March 31, 2026. The terms and conditions of the 2025 Stock Repurchase Program are substantially similar to the prior 2024 Stock Repurchase Program. The 2025 Stock Repurchase Program may be suspended or discontinued at any time. Subject to these restrictions, we will selectively pursue opportunities to repurchase shares which are accretive to net asset value per share. On March 4, 2026, the Board of Directors of the Company authorized a renewed stock repurchase program of up to $10.0 million (the “2026 Stock Repurchase Program”) for an approximately one-year period, effective March 4, 2026 and terminating on March 31, 2027. The terms and conditions of the 2026 Stock Repurchase Program are substantially similar to the prior 2025 Stock Repurchase Program. The 2026 Stock Repurchase Program may be suspended or discontinued at any time. Subject to these restrictions, we will selectively pursue opportunities to repurchase shares which are accretive to net asset value per share.
During the three months ended MarchJune 31,30, 2026, the Company did not repurchase shares under the 2026 Stock Repurchase Program. During the three months ended June 30, 2025, the Company did not repurchase shares under the 2024 Stock Repurchase Program or the 2025 Stock Repurchase Program. During the six months ended June 30, 2026, the Company repurchased 172,159 shares at an aggregate cost of approximately $2.1 million under the 2026 Stock Repurchase Program. During the threesix months ended MarchJune 31,30, 2025, the Company did not repurchase shares under the 2024 Stock Repurchase Program or the 2025 Stock Repurchase Program.
From time-to-time we are a party to financial instruments with off-balance sheet risk in the normal course of business in order to meet the needs of our investment in portfolio companies. Such instruments include commitments to extend credit and may involve, in varying degrees, elements of credit risk in excess of amounts recognized on our consolidated statements of assets and liabilities. Prior to extending such credit, we attempt to limit our credit risk by conducting extensive due diligence, obtaining collateral where necessary and negotiating appropriate financial covenants. As of MarchJune 31,30, 2026, and December 31, 2025, we had approximately $31.8$27.3 million and $30.0 million in commitments to fund investments, respectively. We may also enter into derivative contracts with off-balance sheet risk in connection with our investing activities.
The following table summarizes our contractual cash obligations and other commercial commitments as of MarchJune 31,30, 2026:
Pursuant to ASC 946: Financial Services — Investment Companies (“ASC 946”),946, we reflect our investments on our consolidated statements of assets and liabilities at their determined fair value with unrealized gains and losses resulting from changes in fair value reflected as a component of unrealized gains or losses on our statements of operations. Fair value is the amount that would be received to sell the investments in an orderly transaction between market participants at the measurement date (i.e., the exit price).
Our investments in our wholly-owned Asset Manager Affiliates are carried at fair value, which is primarily determined utilizing a discounted cash flow model which incorporates different levels of discount rates depending on the hierarchy of fees earned (including the likelihood of realization of senior, subordinate and incentive fees) and prospective modeled performance (“Discounted Cash Flow”).performance. Such valuation takes into consideration an analysis of comparable asset management companies and a percentage of assets under management. The Asset Manager Affiliates are classified as a Level III investment (as described above). Any change in value from period to period is recognized as net change in unrealized appreciation or depreciation.
Interest income, including amortization of premium and accretion of discount and accrual of payment-in-kind (“PIK”) interest, is recorded on the accrual basis to the extent that such amounts are expected to be collected. We generally place a loan or security on non-accrual status and cease recognizing interest income on such loan or security when a loan or security becomes 90 days or more past due or if we otherwise do not expect the debtor to be able to service its debt obligations. For investments with PIK interest, which represents contractual interest accrued and added to the principal balance that generally becomes due at maturity, we will not accrue PIK interest if the portfolio company valuation indicates that the PIK interest is not collectible (i.e., via a partial or full non-accrual). Loans which are on partial or full non-accrual remain in such status until the borrower has demonstrated the ability and intent to pay contractual amounts due or such loans become current. As of MarchJune 31,30, 2026, twelveeleven of our debt investments were on non-accrual status, which were attributable to nineseven portfolio companies. However, for two of the investments in the non-accrual population, the Company continues to recognize interest income on a cash basis (i.e., only when cash payments are actually received). Refer to the consolidated schedule of investments for further details.
On April 27, 2026, the Company redeemed $40.0 million aggregate principal amount of its 2026 Notes. In connection with this redemption, the Company had notified the Trustee on March 27, 2026 of its election to redeem such notes pursuant to the terms of the Base Indenture, the Fourth Supplemental Indenture and the Fifth Supplemental Indenture.
On AprilJuly 30,31, 2026, the Company paid its regular monthly base distribution of $0.09 per share of common stock to stockholders of record as of AprilJuly 15, 2026.
BCIC insider buying and selling (Form 4)
Since 2026-04-11, insiders reported open-market purchases in 1 Form 4 filing (1 insider, 1 trade date, 13,738 shares, about $98.4K) and open-market sales in 1 filing (1 insider, 1 trade date, 15,000 shares, about $114.6K). Net open-market shares: -1,262 (purchases minus sales); net value about -$16.2K.Totals add up every open-market (code P and S) line in those filings, using the prices reported in the filings. Awards, option exercises, tax withholding and gifts are listed below but not counted.
| Trade date | Insider | Transaction | Shares | Price | Value |
|---|---|---|---|---|---|
| 2026-06-22 | Goldthorpe Edward J. |
Open-market purchase | 13,738 | $7.16 | $98.4K |
| 2026-05-18 | Kehler Dean C |
Open-market sale | 15,000 | $7.64 | $114.6K |
Well-known investors holding BCIC (13F)
| Investor | Quarter | Shares | Reported value | % of their 13F | Change vs prior quarter |
|---|---|---|---|---|---|
| Citadel Advisors (Ken Griffin) | 2026-06-30 | 33,515 | $244.0K | 0.0% | New position |
| Two Sigma Investments | 2026-06-30 | 25,344 | $190.6K | — | Sold out |
| Millennium Management (Israel Englander) | 2026-06-30 | 24,255 | $182.4K | — | Sold out |