BCP Investment seeks ICMB merger at 126% premium

BCP Investment Corporation agreed on November 11 to merge with Investcorp Credit Management BDC, valuing ICMB at about $1.38 a share, a 126% premium, the companies said in a press release.

The November 11 press release said ICMB holders will receive 90% of ICMB’s net asset value at closing. The deal tests consolidation in public BDCs, as ICMB’s adjusted September 30 NAV was $2.76 a share versus BCIC’s $13.00.

Based on adjusted September 30 NAV, the companies said the transaction currently values ICMB at about $2.49 a share. Using BCIC’s November 9 closing share price of $6.57, that translates to about $1.38 per ICMB share, compared with ICMB’s $0.61 close that day.

The consideration will be paid in BCIC shares valued at 100% of BCIC’s NAV per share at closing, subject to a 19.99% cap on BCIC common stock outstanding at signing. Any remaining amount will be paid in cash.

ICMB’s board unanimously approved the transaction after a recommendation from an independent special committee, the companies said. Significant ICMB stockholders, including certain directors and executive officers, agreed to vote shares representing about 41% of ICMB’s outstanding stock as of November 9 in favor of the merger.

Ted Goldthorpe, BCIC’s chief executive officer and chairman, said in the press release, "This transaction marks another step in executing our vision of driving consolidation across the BDC sector." The companies said the merger is expected to produce immediate cost synergies, lower financing costs and improved trading liquidity.

A business development company, or BDC, is a regulated investment vehicle that lends to and invests in companies, often in the middle market. BCIC is managed by Sierra Crest Investment Management, an affiliate of BC Partners Advisors, while ICMB is managed by CM Investment Partners.

ICMB said it seeks to invest mainly in middle-market companies with annual revenue of at least $50 million and earnings before interest, taxes, depreciation and amortization of at least $15 million. EBITDA is a measure of operating earnings before financing and some accounting costs.

Completion requires approval from ICMB stockholders and customary closing conditions. The companies said risks include the possibility that conditions are not met or waived, stockholder approval is not obtained, or the merger is not completed in the expected time frame or at all.

Houlihan Lokey is advising ICMB’s special committee. Fried Frank is counsel to the special committee, Dechert is counsel to ICMB and Simpson Thacher & Bartlett is counsel to BCIC.

BCIC and ICMB scheduled a joint conference call for Thursday, November 12, at 8:00 AM Eastern time to discuss the transaction. The parties said they currently expect the merger to close in the first calendar quarter of 2027.

Source: press release, BCP Investment Corporation via GlobeNewswire, November 11, 2026