BC Partners Lending Corporation

Business overview

BC Partners Lending Corporation is a U.S. middle-market credit investment company organized as a business development company (BDC) and a regulated investment company (RIC) under the 1940 Act and the Internal Revenue Code. The company focuses primarily on debt investments in private U.S. middle-market companies (generally EBITDA of $10 million to $50 million). The portfolio may include secured and unsecured debt, other debt and equity, and, to a lesser extent, public securities and structured products. The company may invest outside the U.S. on occasion.

The core strategy is to originate and manage loans and debt securities with downside protection (for example, senior liens, covenants, and equity-like features where appropriate) while retaining the ability to participate in upside through warrants or equity interests. Day-to-day investment activities are conducted by the Adviser, BC Partners Advisors L.P., with oversight by a Board that is majority independent.

Capital structure and funding

• Private offering / capital commitments:
  • As of December 31, 2025: total investor capital commitments of $110.2 million, fully drawn.
  • Approximately $54.0 million of those commitments are from the Adviser and its affiliates, executives and employees of the Adviser, and directors of the Company.
• Debt and leverage:
  • Credit facility principal: $125.0 million (financing costs reduced outstanding liability to $98.6 million as of 12/31/2025).
  • Average debt outstanding during the period: approximately $89.1 million.
  • Weighted average interest rate on debt for the period: 7.1%.
  • Asset coverage: 203.3% as of 12/31/2025 (above the 150% minimum required for senior leverage).
• Liquidity and unfunded commitments:
  • Unfunded commitments as of 12/31/2025: $12.25 million.

Portfolio characteristics (as of 12/31/2025)

• Portfolio composition by fair value:
  • 96.7% first-lien debt investments
  • 3.3% other investments
• Debt characteristics:
  • 95.2% of debt investments bear interest at floating rates
• Portfolio size and concentration:
  • 62 portfolio companies
  • Average investment size (by fair value): approximately $3.1 million per portfolio company
  • Largest individual investment: 3.6% of total portfolio fair value
  • Non-accrual exposure: approximately 2.8% of fair value
• Historical cost and fair value (portfolio):
  • 12/31/2025: cost $198.955 million; fair value $190.882 million
  • 12/31/2024: cost $134.450 million; fair value $129.447 million
• Geography:
  • 100% United States holdings by cost and fair value as of 12/31/2025

Investment strategy and portfolio construction

• Investment mix: Core (traditional corporate asset and cash-flow lending to sponsor-backed companies, including asset-based lending, bridge financing, and niche verticals) and Core-Plus (additional opportunities using private equity relationships and the BC Partners platform).
• Emphasis on security interests (direct liens on assets or cash flows), covenants, potential board representation, and occasional equity-like features to participate in upside.
• Co-investment and sourcing: the company has SEC exemptive relief to co-invest with Adviser-affiliates in certain private placements and maintains an extensive sourcing network to diversify deal flow.

Management, governance, and operations

• Adviser: BC Partners Advisors L.P. manages the Company’s assets and day-to-day operations. Investment decisions are made by an Investment Committee of five members.
• Board: five directors, a majority independent; the Board provides oversight of the Adviser and service providers. The Investment Advisory Agreement was renewed for a 12-month term commencing November 6, 2025.
• Employees: BCPL has no employees. All personnel necessary to operate the business are employees of the Adviser or its affiliates. The Company reimburses the Adviser for allocable costs (for example, related to the Chief Compliance Officer and Chief Financial Officer).

Fees and economics

• Base management fee: 1.00% per year of average gross assets (1.50% if the Company has an exchange listing).
• Incentive fee: two components (income-based and capital-gains-based), structured to be earned on income in excess of specified thresholds and on cumulative realized capital gains, with annual and quarterly mechanics described in the governing agreements.
• The Adviser and Administrator are paid by the Company under the agreed arrangements; waivers or reimbursements may apply under the investment advisory framework.
• The Adviser may receive incentive compensation under the arrangements even in periods with portfolio losses due to the structure of the income hurdle and the cumulative capital gains component.

Dividends, distributions, and liquidity

• Dividend policy: the Company generally intends to distribute substantially all of its available earnings on a quarterly basis, at the Board’s discretion.
• Dividend reinvestment plan: cash distributions may be reinvested in additional shares unless a stockholder elects cash.
• Liquidity options: as a non-listed private company, there is no active public market for the shares. The Company may pursue liquidity actions (for example, an exchange listing or tender offers) or wind down over time; a liquidity action would require Board and stockholder approvals. The Company contemplates winding down within ten years after the Initial Closing Date unless a liquidity action is pursued.

Tax status

• The Company has elected to be treated as a RIC under Subchapter M of the Code and as a BDC under the 1940 Act, with the intent to qualify annually for RIC tax treatment, subject to distribution and diversification requirements.
• To maintain RIC status, at least 90% of taxable income (and any net tax-exempt income) must generally be distributed to stockholders; spillover distributions and excise tax considerations may apply.

Employees and facilities

• BCPL has no employees; services are provided by Adviser personnel.
• Headquarters: 650 Madison Avenue, New York, NY 10022, provided by the Administrator under the Administration Agreement.

Regulatory and governance features

• Qualifying assets: the Company must maintain at least 70% of assets as qualifying assets under the 1940 Act.
• Asset coverage for leverage: 203.3% as of 12/31/2025, above the 150% minimum for senior leverage.
• SEC exemptive relief: allows co-investment with Adviser-affiliates under specified conditions.
• Derivatives: the Company operates as a “limited derivatives user” under Rule 18f-4, limiting derivatives usage subject to that classification.

Summary of key metrics (as of 12/31/2025)

• Total drawn capital commitments: $110.2 million
• Portfolio companies: 62
• Portfolio fair value: $190.882 million
• Average investment size (by fair value): ~$3.1 million
• First-lien investments: 96.7% of portfolio fair value
• Non-accrual exposure: ~2.8% of portfolio fair value
• Geographic exposure: 100% United States (by cost and fair value)
• Credit facility: $125.0 million principal (outstanding liability shown as $98.6 million after financing costs)
• Asset coverage ratio: 203.3%