Current Report · Items 1.01, 2.01, 2.03, 7.01, 9.01 · 8-K
BC Partners Lending Corp
Entry into a Material Definitive Agreement · Completion of Acquisition or Disposition of Assets · Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement · Regulation FD Disclosure
Item 1.01. Entry into a Material Definitive Agreement On September 29, 2026, Great Lakes BCPL Funding Ltd. (“Great Lakes”), a Cayman Islands exempted company with limited liability and wholly-owned subsidiary of BC Partners Lending Corporation (the “Company”), entered into Amendment No.…
Filed Oct 2, 2026Accepted Oct 2, 2026, 4:18 PM EDTCIK 1726548Accession 0001193125-26-412318
Company context
BCPL, a Maryland corporation, is a non-diversified, closed-end management investment company that has elected to be treated as a business development company under the Investment Company Act of 1940, as amended. BCPL’s investment objective is to make investments that generate current income and, to a lesser extent, capital appreciation, primarily in the form of debt investments, which may include secured debt, unsecured debt, other debt and/or equity in private middle-market companies. BCPL’s investment activities are managed by its investment adviser, BC Partners Advisors L.P. (“BC Partners Advisors”).
Disclosure sections
Items 1.01, 2.01, 2.03, 7.01, 9.01Select an item to read the extracted section. The as-filed document remains the primary evidence.
Item 1.01Item 1.01 - Entry into Material Agreement
Item 1.01. Entry into a Material Definitive Agreement
On September 29, 2026, Great Lakes BCPL Funding Ltd. (“Great Lakes”), a Cayman Islands exempted company with limited liability and wholly-owned subsidiary of BC Partners Lending Corporation (the “Company”), entered into Amendment No. 1 to Loan Financing and Servicing Agreement (the “First Amendment”) to the Loan and Financing and Servicing Agreement, dated as of February 14, 2025 (the “Revolving Credit Facility”) with Great Lakes, as borrower (the “Borrower”), the Company, as equityholder and as servicer, the lenders from time to time party thereto, the agents for each lender group from time to time party thereto, U.S. Bank Trust Company, National Association, as collateral agent, U.S. Bank National Association, as collateral custodian, and Deutsche Bank AG, New York Branch (“DB”), as facility agent.
The First Amendment provides for, among other things, the following changes to the Revolving Credit Facility: (i) an increase in the facility commitment amount from $125,000,000 to $200,000,000, (ii) an extension of the expiration of the revolving period from February 14, 2028 to September 29, 2029, (iii) an extension of the maturity date from February 14, 2030 to September 29, 2031, and (iv) an increase of the accordion provision to permit increases to the total facility commitment amount to an amount of up to $400,000,000.
The foregoing summary of the material provisions of the First Amendment does not purport to be complete and is qualified in its entirety by reference to a copy of the First Amendment, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated by reference herein.
Item 2.01Item 2.01 - Completion of Acquisition
Item 2.01. Completion of Acquisition or Disposition of Assets.
On September 29, 2026, the Company completed its previously announced acquisition of Alternative Credit Income Fund (“ACIF”), pursuant to that certain Agreement and Plan of Merger (the “Merger Agreement”), dated as of February 24, 2026, by and among the Company; ACIF; BCPL Merger Sub, Inc., a Delaware corporation and a direct wholly-owned subsidiary of the Company (“Merger Sub”); solely for the limited purposes set forth therein, Sierra Crest Investment Management LLC, a Delaware limited liability company and the external investment adviser to ACIF; and, solely for the limited purposes set forth therein, BC Partners Advisors L.P., a Delaware limited partnership and the external investment adviser to the Company. Pursuant to the Merger Agreement, Merger Sub was first merged with and into ACIF, with ACIF continuing as the surviving company (the “First Merger”), and, following the effectiveness of the First Merger, ACIF was then merged with and into the Company, with the Company continuing as the surviving company (together with the First Merger, the “Mergers”).
In accordance with the terms of the Merger Agreement, at the effective time of the First Merger, each outstanding share of beneficial interest of ACIF, no par value (an “ACIF Share”), was converted into the right to receive a certain number of shares of BCPL common stock, par value $0.001 per share (each, a “BCPL Share”), based on the final exchange ratio for the applicable class of ACIF Share, as set forth below, subject to adjustments for cash payable in lieu of fractional shares. As a result, the Company issued an aggregate of approximately 7,074,995 BCPL Shares to ACIF’s former shareholders.
Class of ACIF Shares Approximate Number of BCPL
Shares Received per ACIF Share
Class A 0.4571
Class C 0.4647
Class I 0.4568
Class L 0.4579
Class W 0.4567
The foregoing description of the Merger Agreement is a summary only and is qualified in its entirety by reference to the full text of the Merger Agreement, a copy of which was filed by the Company as Exhibit 2.1 to its Current Report on Form 8-K, filed on February 25, 2026.
Item 2.03Item 2.03 - Creation of Direct Financial Obligation
Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The information set forth in Item 1.01 is incorporated herein by reference into this Item 2.03.
Item 7.01Item 7.01 - Regulation FD Disclosure
Item 7.01. Regulation FD Disclosure.
On September 29, 2026, the Company issued a press release announcing the completion of the Mergers. A copy of the press release is furnished herewith as Exhibit 99.1.
The information disclosed under this Item 7.01, including Exhibit 99.1 hereto, is being “furnished” and is not deemed “filed” by the Company for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section, nor is it deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
Filed exhibits (1)
EX-99.1 (by filename) d54925dex991.htmExhibit 99.1
FOR IMMEDIATE RELEASE
BC Partners Lending Corporation Closes Merger
with Alternative Credit Income Fund
NEW YORK, September 29, 2026 - BC Partners Lending Corporation (“BCPL”) announced today that it has completed its
previously announced transactions to close the merger of Alternative Credit Income Fund (“ACIF”) with and into BCPL, with BCPL continuing as the surviving company (the “Merger”). Based on September 26, 2026 financial
data, the combined company has a net asset value in excess of $223 million.
Ted Goldthorpe, President and Chief Executive Officer of BCPL and ACIF,
Chairman of the Board of Directors/Trustees of BCPL and ACIF, and Head of the BC Partners Credit Platform, stated, “We would like to thank the shareholders and independent directors of both companies for their strong support throughout the
merger process. With the merger now complete, we will seek to leverage the combined company’s enhanced scale, further diversified portfolio, cost savings due to lower overall operating expenses, and improved liquidity to deliver compelling
risk-adjusted returns for our shareholders.”
In connection with the closing of the Merger, ACIF shareholders will rece…
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