As filed with the Securities and Exchange Commission on March 25, 2026

Registration No. 333-[     ]

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM N-14

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

Pre-Effective Amendment No. 

Post-Effective Amendment No. 

(Check appropriate box or boxes)

 

 

BC Partners Lending Corporation

(Exact Name of Registrant as Specified in Charter)

 

 

650 Madison Avenue

3rd Floor

New York, NY 10022

(Address of Principal Executive Offices)

(212) 891-2880

(Area Code and Telephone Number)

Edward Goldthorpe

BC Partners Lending Corporation

650 Madison Avenue

3rd Floor

New York, NY 10022

(Name and Address of Agent for Service)

Copies to:

Rajib Chanda, Esq.

Jonathan L. Corsico, Esq.

Steven Grigoriou, Esq.

Simpson Thacher & Bartlett LLP

900 G Street, N.W.

Washington, DC 20001

Telephone: (202) 636-5500

Fax: (202) 636-5502

Approximate Date of Proposed Public Offering: As soon as practicable after this registration statement becomes effective and upon completion of the transactions described in the enclosed document.

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

 

 

Subject to the terms and conditions of the Merger Agreement, at the effective time of the Merger (the “Effective Time”), each ACIF Common Share issued and outstanding immediately prior to the Effective Time (other than shares owned by BCPL or any of its consolidated subsidiaries, including Merger Sub (the “Cancelled Shares”)) will be converted into the right to receive a number of shares of BCPL Common Stock equal to the Exchange Ratio (as defined below), and, if applicable, cash paid in lieu of fractional shares (such shares of BCPL Common Stock and any such cash paid in lieu of fractional shares of BCPL Common Stock, the “Merger Consideration”). ACIF has no preferred shares outstanding, and no preferred shares will be issued by BCPL as a result of the Merger.

Under the Merger Agreement, as of a mutually agreed date no earlier than 48 hours (excluding Sundays and holidays) prior to the Effective Time (such date, the “Determination Date”), BCPL will deliver to ACIF a calculation of its net asset value (“NAV”) and ACIF will deliver to BCPL a calculation of the NAV for each class of outstanding ACIF Common Shares, in each case as of such date (such calculation with respect to BCPL, the “Closing BCPL Net Asset Value” and such calculation with respect to the classes of ACIF Common Shares, the “Closing ACIF Net Asset Values”) and using the same set of assumptions, methodologies and adjustments as has been historically used in preparing such calculation. Based on such calculations, the parties will calculate the “BCPL Per Share NAV,” which will be equal to (i) the Closing BCPL Net Asset Value divided by (ii) the number of shares of BCPL Common Stock issued and outstanding as of the Determination Date, and the “ACIF Per Share NAV,” which will be equal to (A) in respect of a class of ACIF Common Shares, the Closing ACIF Net Asset Value of such class divided by (B) the number of ACIF Common Shares in such class issued and outstanding as of the Determination Date (excluding any Cancelled Shares). The “Exchange Ratio” will be equal to the quotient (rounded to four decimal places) of (i) the applicable ACIF Per Share NAV divided by (ii) the BCPL Per Share NAV.

BCPL and ACIF will update and redeliver the Closing BCPL Net Asset Value or the Closing ACIF Net Asset Values, respectively, in the event that the closing of the Mergers is subsequently materially delayed or there is a material change to such calculation between the Determination Date and the closing of the Mergers and as needed to ensure that the calculation is determined within 48 hours (excluding Sundays and holidays) prior to the Effective Time.

As of [●], 2026, the NAV of BCPL was $[●] per share. As of [●], 2026, the NAV of ACIF’s Class A Common Shares was $[   ] per share, Class C Common Shares was $[   ] per share, Class W Common Shares was $[   ] per share, Class I Common Shares was $[   ] per share and Class L Common Shares was $[●] per share. Based on the NAVs of BCPL and ACIF as of [●], 2026, BCPL would issue approximately [●] shares of BCPL Common Stock for each ACIF Common Share outstanding.

The Merger Agreement contains certain termination rights, including if the Mergers are not completed on or before February 24, 2027, or if the requisite approval of ACIF’s shareholders is not obtained. Your vote is extremely important. ACIF Shareholders entitled to cast thirty-three and one-third percent (33-1/3%) of all the votes entitled to be cast at the Special Meeting must be present at the Special Meeting, virtually or represented by proxy, to establish a quorum and conduct business. At the Special Meeting, you will be asked to vote on the Merger Proposal. The approval of the Merger Proposal requires the affirmative vote of a “majority of the outstanding voting securities” of ACIF. Under the 1940 Act, a “majority of the outstanding voting securities” of ACIF is the lesser of: (1) 67% of the ACIF Common Shares at the Special Meeting if the holders of more than 50% of the outstanding ACIF Common Shares are present virtually or represented by proxy, or (2) more than 50% of the outstanding ACIF Common Shares. Abstentions will have the same effect as votes “AGAINST” the Merger Proposal. The approval of the Adjournment Proposal requires the affirmative vote of holders of ACIF Common Shares representing a majority of all votes cast at the Special Meeting. Abstentions will have no effect on the voting outcome of the Adjournment Proposal. Proxies received will be voted “FOR” the approval of the Adjournment Proposal unless ACIF Shareholders designate otherwise.

If the Merger Proposal is approved by ACIF Shareholders, immediately prior to the closing of the Merger, ACIF will conduct a one-time discretionary repurchase offer in compliance with the requirements of Rule 23c-3 under the 1940 Act for up to 15% of ACIF’s then-outstanding shares (the “Discretionary Repurchase Offer”). The Discretionary Repurchase Offer will only be conducted if ACIF Shareholders vote to approve the Merger Proposal.

Your vote is extremely important. Holders of 33-1/3% of the outstanding ACIF Common Shares entitled to vote at the Special Meeting (in person or by proxy) constitutes a quorum. At the Special Meeting, you will be asked to vote on the Proposals. The approval of the Merger Proposal requires the affirmative vote of ACIF Shareholders

entitled to cast a majority of all the votes entitled to be cast at the Special Meeting. The approval of the Adjournment Proposal requires the affirmative vote of holders of ACIF Common Shares representing a majority of all votes cast at the Special Meeting. Abstentions will have the same effect as votes “AGAINST” the Merger Proposal. Abstentions will have no effect on the voting outcome of the Adjournment Proposal, although abstentions will be treated as shares present for quorum purposes.

After careful consideration, and on the recommendation of a special committee comprised of the independent trustees of the Board of Trustees of ACIF (the “ACIF Board”), the ACIF Board has unanimously approved, adopted and declared advisable the Merger Agreement, including the Mergers, and unanimously recommends that ACIF Shareholders vote “FOR” the Merger Proposal and the Adjournment Proposal.

It is important that your shares be represented at the Special Meeting. Please follow the instructions on the enclosed proxy card and authorize a proxy to vote your shares via the Internet, by telephone or by signing, dating and returning the enclosed proxy card. ACIF encourages you to authorize a proxy to vote your shares via the Internet as it saves ACIF significant time and processing costs. Voting by proxy does not deprive you of your right to participate in the virtual Special Meeting.

The proxy statement/prospectus describes the Special Meeting, the Mergers, and the documents related to the Mergers (including the Merger Agreement) that ACIF Shareholders should review before voting on the Proposals and should be retained for future reference. Please carefully read this entire document, including the section entitled “Risk Factors” and as otherwise incorporated by reference in the proxy statement/prospectus, for a discussion of the risks relating to the Mergers, ACIF and BCPL. ACIF files periodic reports, proxy statements and other information with the U.S. Securities and Exchange Commission (the “SEC”). This information is available free of charge, and shareholder inquiries can be made by contacting ACIF at 650 Madison Avenue, 3rd Floor, New York, NY, 10022 or by calling ACIF at (212) 891-2880 or on ACIF’s website at altcif.com/literature. The SEC also maintains a website at www.sec.gov that contains such information. Except for the documents incorporated by reference into the proxy statement/prospectus, information on the ACIF website is not incorporated into or a part of the proxy statement/prospectus. Additional information about BCPL has been filed with the SEC and is available upon request and without charge by contacting BCPL at 650 Madison Avenue, New York, New York 10022, Attention: Secretary, or by calling BCPL at (212) 891-2880.

No matter how many or few shares of ACIF you own, your vote and participation are very important to us.

 

Neither the SEC nor any state securities commission has approved or disapproved of the shares of BCPL Common Stock to be issued under the proxy statement/prospectus or determined if the proxy statement/prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

The proxy statement/prospectus is dated [●], 2026 and is first being mailed or otherwise delivered to ACIF Shareholders on or about [●], 2026.

 

BC Partners Lending Corporation 650 Madison Avenue, 3rd Floor New York, NY 10022 (212) 891-2880		Alternative Credit Income Fund 650 Madison Avenue, 3rd Floor New York, NY 10022 (212) 891-2880

ALTERNATIVE CREDIT INCOME FUND

650 Madison Avenue, 3rd Floor

New York, NY 10022

NOTICE OF VIRTUAL SPECIAL MEETING OF SHAREHOLDERS

Online Meeting Only — No Physical Meeting Location

[WEBSITE ADDRESS]

[●], 2026, at [●], Eastern Time

Dear Shareholder:

A Special Meeting of Shareholders (the “Special Meeting”) of Alternative Credit Income Fund, a Delaware statutory trust (“ACIF”), will be conducted online on [●], 2026, at [●], Eastern Time at the following website: [●].

At the Special Meeting, holders of shares of beneficial interest, no par value, of ACIF (such shares of beneficial interest, “ACIF Common Shares,” and such holders, “ACIF Shareholders”) will consider and vote on a proposal to combine ACIF and BC Partners Lending Corporation, a Maryland corporation (“BCPL”), pursuant to the Agreement and Plan of Merger, dated as of February 24, 2026 (as may be amended from time to time, the “Merger Agreement”), by and among ACIF; BCPL; BCPL Merger Sub, Inc., a Delaware corporation and a direct, wholly owned subsidiary of BCPL (“Merger Sub”); for the limited purposes set forth in the Merger Agreement, Sierra Crest Investment Management LLC, a Delaware limited liability company and the external investment adviser to ACIF (“SCIM”); and, for the limited purposes set forth in the Merger Agreement, BC Partners Advisors L.P., a Delaware limited partnership and the external investment adviser to BCPL (“BC Partners Advisors”), in which Merger Sub will merge with and into ACIF, with ACIF continuing as the surviving company and as a wholly owned subsidiary of BCPL (the “Merger”) (such proposal, the “Merger Proposal”). ACIF Shareholders will also consider and vote on an approval of one or more adjournments of the Special Meeting if necessary to solicit additional proxies in favor of the Merger Proposal if there are insufficient votes at the time of the Special Meeting to approve the Merger Proposal (the “Adjournment Proposal” and, taken together with the Merger Proposal, the “Proposals”).

Pursuant to the Merger Agreement, following the effectiveness of the Merger, ACIF will merge with and into BCPL (the “Second Merger” and, taken together with the Merger, the “Mergers”), with BCPL continuing as the surviving company.

As described above, SCIM has executed the Merger Agreement solely for purposes of Article V, Section 8.2 and Article XI thereof. These provisions of the Merger Agreement include (i) the representations and warranties made by SCIM to BCPL, (ii) the closing conditions of BCPL and Merger Sub relating to the accuracy of the representations and warranties made by SCIM and (iii) the general provisions of the Merger Agreement.

As described above, BC Partners Advisors has executed the Merger Agreement solely for purposes of Article V, Section 8.3 and Article XI thereof. These provisions of the Merger Agreement include (i) the representations and warranties made by BC Partners Advisors to ACIF, (ii) the closing conditions of ACIF relating to the accuracy of the representations and warranties made by BC Partners Advisors and (iii) the general provisions of the Merger Agreement.

If the Merger Proposal is approved by ACIF Shareholders, immediately prior to the closing of the Mergers, ACIF will conduct a one-time discretionary repurchase offer in compliance with the requirements of Rule 23c-3 under the Investment Company Act of 1940, as amended, for up to 15% of ACIF’s then-outstanding shares (the “Discretionary Repurchase Offer”). The Discretionary Repurchase Offer will only be conducted if ACIF Shareholders vote to approve the Merger Proposal.

Effective after four full quarters following the closing of the Mergers, to provide liquidity for the stockholders of the combined entity, BCPL anticipates conducting tender offers pursuant to a stock repurchase program on a quarterly basis. BCPL anticipates conducting these quarterly repurchase offers for up to 2.5% of the then-outstanding shares of common stock of the combined entity, subject to approval by BCPL’s Board of Directors.

AFTER CAREFUL CONSIDERATION, AND ON THE RECOMMENDATION OF A SPECIAL COMMITTEE COMPRISED OF THE INDEPENDENT TRUSTEES OF THE BOARD OF TRUSTEES OF ACIF (THE “ACIF BOARD”), THE ACIF BOARD HAS UNANIMOUSLY APPROVED, ADOPTED AND DECLARED ADVISABLE THE MERGER AGREEMENT, INCLUDING THE MERGERS, AND UNANIMOUSLY RECOMMENDS THAT ACIF SHAREHOLDERS VOTE “FOR” THE MERGER PROPOSAL AND THE ADJOURNMENT PROPOSAL.

You have the right to receive notice of, and to vote at, the Special Meeting if you were a shareholder of record of ACIF at the close of business on [●], 2026. A proxy statement/prospectus is attached to this Notice that describes the matters to be voted upon at the Special Meeting or any adjournment(s) or postponement(s) thereof. The enclosed proxy card will instruct you as to how you may authorize a proxy to vote your shares via the Internet, by telephone or by signing, dating and returning the enclosed proxy card. In addition, information regarding how to find the logistical details of the virtual Special Meeting (including how to remotely access, participate in and vote during the virtual meeting) is included beginning on page 36 of the attached proxy statement/prospectus.

Whether or not you plan to participate in the Special Meeting, we encourage you to authorize a proxy to vote your shares by following the instructions on the enclosed proxy card. Please note, however, that if you wish to vote during the Special Meeting and your shares are held of record by a broker or nominee, you must obtain a “legal” proxy issued in your name from that record holder.

We are not aware of any other business that may properly be brought before the Special Meeting, and, pursuant to ACIF’s bylaws, only the matters set forth in the notice of special meeting may be brought before the Special Meeting.

Thank you for your continued support of ACIF.

 

New York, NY

[●], 2026

To ensure proper representation at the Special Meeting, please follow the instructions on the enclosed proxy card to authorize a proxy to vote your shares via the Internet or telephone, or by signing, dating and returning the enclosed proxy card. Even if you authorize a proxy to vote your shares prior to the virtual Special Meeting, you still may participate in the virtual Special Meeting.

TABLE OF CONTENTS

 

ABOUT THIS DOCUMENT			1
QUESTIONS AND ANSWERS ABOUT THE SPECIAL MEETING AND THE MERGERS			3
SUMMARY OF THE MERGERS			15
RISK FACTORS			25
COMPARATIVE FEES AND EXPENSES			30
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS			35
CAPITALIZATION			37
THE SPECIAL MEETING			38
THE MERGERS			41
DESCRIPTION OF THE MERGER AGREEMENT			65
ACCOUNTING TREATMENT OF THE MERGERS			83
CERTAIN MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS			84
ACIF PROPOSALS — APPROVAL OF THE MERGER PROPOSAL			101
ACIF PROPOSALS — APPROVAL OF THE ADJOURNMENT PROPOSAL			102
MARKET PRICE, DIVIDEND AND DISTRIBUTION INFORMATION			103
MANAGEMENT OF BCPL AND ACIF			105
PORTFOLIO MANAGEMENT OF BCPL			106
PORTFOLIO MANAGEMENT OF ACIF			108
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS OF BCPL			110
BUSINESS OF BCPL			111
FINANCIAL HIGHLIGHTS OF BCPL			112
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS OF BCPL			113
SENIOR SECURITIES OF BCPL			114
PORTFOLIO COMPANIES OF BCPL			115
CONTROL PERSONS AND PRINCIPAL STOCKHOLDERS OF BCPL			119
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS OF ACIF			122
BUSINESS OF ACIF			123
FINANCIAL HIGHLIGHTS OF ACIF			124
SENIOR SECURITIES OF ACIF			125
CONTROL PERSONS AND PRINCIPAL SHAREHOLDERS OF ACIF			126
DESCRIPTION OF CAPITAL STOCK OF BCPL			130
DESCRIPTION OF CAPITAL STOCK OF ACIF			139
DIVIDEND REINVESTMENT PLANS OF BCPL AND ACIF			141
COMPARISON OF BCPL STOCKHOLDER AND ACIF SHAREHOLDER RIGHTS			142
CUSTODIAN, TRANSFER AND DISTRIBUTION PAYING AGENT AND REGISTRAR			151
BROKERAGE ALLOCATION AND OTHER PRACTICES			152
LEGAL MATTERS			153
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM			154
OTHER MATTERS			155
STOCKHOLDERS SHARING AN ADDRESS			156
WHERE YOU CAN FIND MORE INFORMATION			157
INCORPORATION BY REFERENCE FOR BCPL			158
INCORPORATION BY REFERENCE FOR ACIF			159
COMPARISON OF CLOSED-END FUNDS AND BDCs			160
ANNEX A — MERGER AGREEMENT			A-1
ANNEX B — OPINION OF THE FINANCIAL ADVISOR TO THE ACIF SPECIAL COMMITTEE			B-1
SIGNATURES			C-6

 

 

i

ABOUT THIS DOCUMENT

This document, which forms part of a registration statement on Form N-14 filed with the U.S. Securities and Exchange Commission (the “SEC”) by BC Partners Lending Corporation, a Maryland corporation (“BCPL”), (File No. 333-[●]), constitutes a prospectus under Section 5 of the Securities Act of 1933, as amended (the “Securities Act”), with respect to the shares of common stock, par value $0.001 per share, of BCPL (“BCPL Common Stock”) to be issued to holders of the shares of beneficial interest, no par value, of Alternative Credit Income Fund, a Delaware statutory trust (“ACIF”) (such shares of beneficial interest, “ACIF Common Shares,” and such holders, “ACIF Shareholders”), pursuant to the Agreement and Plan of Merger, dated as of February 24, 2026 (as may be amended from time to time, the “Merger Agreement”), by and among ACIF; BCPL; BCPL Merger Sub, Inc., a Delaware corporation and a direct, wholly owned subsidiary of BCPL (“Merger Sub”); for the limited purposes set forth in the Merger Agreement, Sierra Crest Investment Management LLC, a Delaware limited liability company and the external investment adviser to ACIF (“SCIM”); and, for the limited purposes set forth in the Merger Agreement, BC Partners Advisors L.P., a Delaware limited partnership and the external investment adviser to BCPL (“BC Partners Advisors”).

This document also constitutes a proxy statement of ACIF under Section 14(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). It also constitutes a notice of meeting with respect to the Special Meeting of ACIF Shareholders (the “Special Meeting”), at which ACIF Shareholders will be asked to vote upon the following proposals:

 

•

Merger Proposal: to approve the merger of Merger Sub with and into ACIF, with ACIF continuing as the surviving company and as a wholly owned subsidiary of BCPL (i.e., the “Merger”), pursuant to the Merger Agreement (such proposal, the “Merger Proposal”).

 

•

Adjournment Proposal: to approve one or more adjournments of the Special Meeting if necessary to solicit additional proxies in favor of the Merger Proposal if there are insufficient votes at the time of the Special Meeting to approve the Merger Proposal (the “Adjournment Proposal” and, taken together with the Merger Proposal, the “Proposals”).

Pursuant to the Merger Agreement, following the effectiveness of the Merger, ACIF will merge with and into BCPL (the “Second Merger” and, taken together with the Merger, the “Mergers”), with BCPL continuing as the surviving company.

You should rely only on the information contained in this proxy statement/prospectus, including in determining how to vote your ACIF Common Shares. No one has been authorized to provide you with information that is different from that contained in this proxy statement/prospectus. This proxy statement/prospectus is dated [●], 2026. You should not assume that the information contained in this proxy statement/prospectus is accurate as of any date other than that date. Neither any mailing of this proxy statement/prospectus to ACIF Shareholders nor the issuance of BCPL Common Stock in connection with the Merger will create any implication to the contrary.

This proxy statement/prospectus does not constitute an offer to sell, or a solicitation of an offer to buy, any securities, or the solicitation of a proxy, in any jurisdiction to or from any person to whom it is unlawful to make any such offer or solicitation in such jurisdiction.

Except where the context otherwise indicates, information contained in this proxy statement/prospectus regarding BCPL has been provided by BCPL and information contained in this proxy statement/prospectus regarding ACIF has been provided by ACIF.

In May 2020, the SEC adopted Rule 6-11 under Regulation S-X, which eliminated the requirement to provide pro forma financial information for fund acquisitions if certain supplemental information is disclosed, as described in Rule 6-11(d) under Regulation S-X (“Rule 6-11(d)”). Furthermore, the SEC amended Form N-14 to

 

1

make the disclosure requirements therein consistent with Rule 6-11(d). BCPL and ACIF believe that the disclosure in this proxy statement/prospectus meets the supplemental disclosure requirements set forth in Rule 6-11(d) because: (1) this proxy statement/prospectus includes a pro forma fee table, showing (i) the pre-transaction fee structures of BCPL and ACIF and (ii) the post-transaction fee structure of the combined company, (2) BCPL and ACIF have determined that the Mergers would not result in a material change in BCPL’s or ACIF’s investment portfolios due to investment restrictions, and (3) BCPL and ACIF have determined that there are no material differences in the accounting policies of BCPL and ACIF. The sums or percentages, as applicable, of certain tables included in this proxy statement/prospectus may not foot due to rounding.

 

2

QUESTIONS AND ANSWERS ABOUT THE SPECIAL MEETING AND THE MERGERS

The questions and answers below highlight only selected information from this proxy statement/prospectus. They do not contain all of the information that may be important to you. You should read carefully this entire document to fully understand the Merger Agreement, which is attached as Annex A hereto, and the transactions contemplated thereby (including the Mergers) and the voting procedures for the Special Meeting.

Questions and Answers about the Special Meeting

 

Q:	Why am I receiving these materials?

 

A:	ACIF is furnishing these materials in connection with the solicitation of proxies by the Board of Trustees of ACIF (the “ACIF Board”) for use at the Special Meeting to be held virtually on [●], 2026, at [●], Eastern Time, at the following website: [●], and any adjournments or postponements thereof.

This proxy statement/prospectus and the accompanying materials are being mailed on or about [●], 2026 to shareholders of record of ACIF described below and are available at [●].

The Special Meeting is being held in connection with the Merger Proposal. In order for ACIF to merge with and into BCPL, ACIF Shareholders are being asked to approve the Merger, which will result in Merger Sub merging with and into ACIF, with ACIF continuing as the surviving company and as a wholly owned subsidiary of BCPL. Following the completion of the Merger, the Second Merger will occur, with ACIF merging with and into BCPL, with BCPL continuing as the surviving company.

BC Partners Advisors, an affiliate of BC Partners LLP (“BC Partners”), believes the Mergers will position the combined company to continue to deliver strong risk-adjusted returns and investment performance for both stockholders of BCPL (the “BCPL Stockholders”) and ACIF Shareholders, and that the Mergers will provide several immediate and long-term benefits to ACIF Shareholders, including, but not limited to: integration into a known portfolio, product and operating expense efficiencies through a larger pool of assets, continuity of the management team, increased operating return on equity, increased dividend yield, elimination of class specific shareholder servicing and distribution fees, and a one-time option to redeem shares for up to 15% of ACIF’s net asset value prior to the closing of the transaction.

ACIF Shareholders will also be asked to approve the Adjournment Proposal to allow for one or more adjournments of the Special Meeting if necessary to solicit additional proxies in favor of the Merger Proposal if there are insufficient votes at the time of the Special Meeting to approve the Merger Proposal.

BCPL Stockholders are not required to vote on and approve the Merger Proposal, as this is not a requirement under BCPL’s certificate of incorporation (the “BCPL Charter”), nor under the Investment Company Act of 1940, as amended (the “1940 Act”). The Board of Directors of BCPL (the “BCPL Board”), including (i) a majority of the directors who are not “interested persons” of BCPL, as defined in the 1940 Act (the “BCPL Independent Directors”) and (ii) a majority of the Continuing Directors (as defined in the BCPL Charter), has unanimously approved, adopted and declared advisable the Merger Agreement, including the Mergers.

See “The Mergers—Reasons for the Mergers” and “Summary of the Mergers—Merger Structure” for additional information.

 

Q:	What item will be considered and voted on at the Special Meeting?

 

A:	At the Special Meeting, the ACIF Shareholders will be asked to approve (i) the Merger Proposal and (ii) the Adjournment Proposal.

 

Q:	How does the ACIF Board recommend voting on the Proposals at the Special Meeting?

 

A:	After careful consideration, and on the recommendation of the ACIF Special Committee (as defined below), the ACIF Board has unanimously approved, adopted and declared advisable the Merger Agreement,

 

3

including the Mergers, and unanimously recommends that ACIF Shareholders vote “FOR” the Merger Proposal and the Adjournment Proposal (collectively, the “ACIF Board Recommendation”).

 

Q:	What is the composition and purpose of the ACIF Special Committee?

 

A:

The ACIF Special Committee consists of Alexander Duka and George Grunebaum, each of whom are trustees of the ACIF Board who are not “interested persons” of ACIF, as defined in the 1940 Act (“ACIF Independent Trustees”) (the “ACIF Special Committee”). Alexander Duka is the chair of the ACIF Special Committee. The ACIF Special Committee was authorized to, among other things: (1) review, evaluate and investigate the Mergers, including to determine whether the Mergers are advisable and in the best interests of ACIF and (2) recommend to the ACIF Board what action, if any, should be taken by the ACIF Board with respect to the Mergers. The ACIF Special Committee was not specifically authorized to explore other strategic alternatives for ACIF. The ACIF Special Committee was not obligated to recommend the Mergers to the ACIF Board and was authorized to determine, if the ACIF Special Committee deemed appropriate, that it was in the best interests of ACIF not to proceed with the Mergers. The ACIF Special Committee was also authorized to, and did, select and retain, at ACIF’s expense, independent legal counsel and an outside financial advisor to assist the ACIF Special Committee in its evaluation of the Mergers.

The ACIF Special Committee unanimously recommended that the ACIF Board approve the Merger Agreement and the transactions contemplated by it. See “The Mergers—Reasons for the Mergers—ACIF.”

 

Q:	What is the composition and purpose of the BCPL Special Committee?

 

A:

The BCPL Special Committee consists of Joseph Morea and Robert Warshauer, each of whom are BCPL Independent Directors (the “BCPL Special Committee” and, together with the ACIF Special Committee, the “Special Committees”). Robert Warshauer is the chair of the BCPL Special Committee. The BCPL Special Committee was authorized to, among other things: (1) review, evaluate and investigate the Mergers, including to determine whether the Mergers are advisable and fair to, and in the best interests of, BCPL and BCPL Stockholders (or any subset of BCPL Stockholders that the BCPL Special Committee determines to be appropriate) and (2) recommend to the BCPL Board what action, if any, should be taken by the BCPL Board with respect to the Mergers. The BCPL Special Committee was not specifically authorized to explore other strategic alternatives for BCPL. The BCPL Special Committee was not obligated to recommend the Mergers to the BCPL Board and was authorized to determine, if the BCPL Special Committee deemed appropriate, that it was in the best interests of BCPL and BCPL Stockholders (or any subset of BCPL Stockholders that the BCPL Special Committee determines to be appropriate) not to proceed with the Mergers. The BCPL Special Committee was also authorized to, and did, select and retain, at BCPL’s expense, independent legal counsel and an outside financial advisor to assist the BCPL Special Committee in its evaluation of the Mergers.

The BCPL Special Committee unanimously recommended that the BCPL Board approve the Merger Agreement and the transactions contemplated by it. See “The Mergers—Reasons for the Mergers—BCPL.”

 

Q:	If I am an ACIF Shareholder, what is the “record date” and what does it mean?

 

A:

The record date for the Special Meeting is the close of business on [●], 2026 (the “Record Date”). The Record Date was established by the ACIF Board, and only holders of record of ACIF Common Shares on the Record Date are entitled to receive notice of the Special Meeting and vote at the Special Meeting. As of the Record Date, there were [●] ACIF Common Shares issued and outstanding and entitled to vote at the Special Meeting.

 

Q:	If I am an ACIF Shareholder, how many votes do I have?

 

A:	Each ACIF Common Share held by a holder of record as of the Record Date (i.e., [●], 2026) has one vote on the matter to be considered at the Special Meeting or any adjournment or postponement thereof.

 

4

Q:	If I am an ACIF Shareholder, how do I vote?

 

A:

The Special Meeting will be hosted virtually via live Internet webcast. Any ACIF Shareholder can attend the Special Meeting at [●]. If you were an ACIF Shareholder as of the Record Date, or you hold a valid proxy for the Special Meeting, you can vote at the Special Meeting. It is important to note that ACIF Shareholders have the same rights and opportunities by participating in a virtual meeting as they would if attending an in-person meeting. A summary of the information you need to attend the Special Meeting online is as follows:

 

•

instructions on how to attend and participate via the Internet, including how to demonstrate proof of ownership of ACIF Common Shares, are posted at [●];

 

•

assistance with questions regarding how to attend, vote, view the list of shareholders of record and participate via the Internet will be provided at [●] on the day of the Special Meeting;

 

•

the webcast will start at [●], Eastern Time, on [●], 2026. Online check-in will begin at [●], Eastern Time. Please allow time for online check-in procedures;

 

•

record holders of ACIF Common Shares and their validly authorized proxy holders may vote and submit questions while attending the Special Meeting via the Internet; and

 

•

ACIF Shareholders will need a control number to enter the Special Meeting.

An ACIF Shareholder may also authorize a proxy by telephone or through the Internet using the toll-free telephone numbers or web address printed on your proxy card. Authorizing a proxy by telephone or through the Internet requires you to input the control number located on your proxy card. After inputting the control number, you will be prompted to direct your proxy to vote on the Proposals. You will have an opportunity to review your directions and make any necessary changes before submitting your directions and terminating the telephone call or Internet link.

 

•

By Internet: [●] or scanning the QR Barcode on the enclosed proxy card.

 

•

By telephone: [●] to reach a toll-free, automated touchtone voting line, or [●] Monday through Friday [9:00 a.m. until 9:00 p.m.] Eastern Time to reach a toll-free, live operator line.

 

•

By mail: You may also authorize a proxy to vote your shares by mail by following the directions and indicating your instructions on the enclosed proxy card, dating and signing the proxy card, and promptly returning the proxy card in the envelope provided, which requires no postage if mailed in the United States. Please allow sufficient time for your proxy card to be received on or prior to [●], Eastern Time, on [●], 2026.

Important Notice regarding the availability of proxy materials for the Special Meeting. The proxy statement/prospectus and the proxy card are available at [●].

 

Q:	What if an ACIF Shareholder does not specify a choice for a matter when authorizing a proxy?

 

A:

All properly executed proxies representing ACIF Common Shares received at the Special Meeting will be voted in accordance with the directions given. If the enclosed proxy card is signed and returned without any directions given, the ACIF Common Shares will be voted “FOR” the Merger Proposal and “FOR” the approval of the Adjournment Proposal.

 

Q:	If I am an ACIF Shareholder, how can I revoke a proxy?

 

A:

If you are a shareholder of record of ACIF, you have the unconditional right to revoke your proxy at any time prior to the voting thereof by (i) notifying ACIF’s proxy solicitor, Broadridge Investor Communication Solutions, Inc. (“Broadridge”), in writing prior to the vote at the Special Meeting; (ii) submitting a later-dated proxy either by telephone, via the Internet or in the mail to Broadridge; or (iii) by attending the

 

5

Special Meeting and voting online. No written revocation of your proxy will be effective, however, unless and until it is received at or prior to the Special Meeting. If you hold ACIF Common Shares through a broker or nominee, you must follow the instructions you receive from them in order to revoke your voting instructions. Participating in the virtual Special Meeting does not revoke your proxy unless you also vote online at the Special Meeting.

 

Q:	How do I vote my ACIF Common Shares held through a broker or nominee?

 

A:

If you hold ACIF Common Shares through a broker or nominee, you must direct your intermediary regarding how you would like your ACIF Common Shares voted by following the voting instructions you receive from your broker or nominee. Please instruct your broker or nominee regarding how you would like your ACIF Common Shares voted so your vote can be counted.

 

Q:	What constitutes a “quorum” for the Special Meeting?

 

A:

For ACIF to conduct business at the Special Meeting, a quorum of ACIF Shareholders must be present. Thirty-three and one-third percent (33-1/3%) of the ACIF Common Shares entitled to vote at the Special Meeting must be present in person or represented by proxy to constitute a quorum at the Special Meeting. Abstentions will be treated as shares present for quorum purposes. Because each of the Proposals is a non-discretionary matter, there will not be any broker non-votes. A broker non-vote occurs when a broker who holds shares for the beneficial owner does not vote on a proposal because the broker does not have discretionary voting authority for that proposal and has not received voting instructions from the beneficial owner of the shares. Accordingly, if you own ACIF Common Shares through a broker or other nominee (i.e., in “street name”), you must provide voting instructions in accordance with the instructions on the voting instruction card that your broker or other nominee provides to you, as brokers and other nominees do not have discretionary voting authority with respect to any of the proposals described in this proxy statement/prospectus. You should instruct your broker or other nominee as to how to vote your ACIF Common Shares following the directions contained in such voting instruction card.

 

Q:	What vote is required to approve the proposal being considered at the Special Meeting?

 

A:

The approval of the Merger Proposal requires the affirmative vote of a “majority of the outstanding voting securities” of ACIF. Under the 1940 Act, a “majority of the outstanding voting securities” of ACIF is the lesser of: (1) 67% of the ACIF Common Shares at the Special Meeting if the holders of more than 50% of the outstanding ACIF Common Shares are present virtually or represented by proxy, or (2) more than 50% of the outstanding ACIF Common Shares. Abstentions will have the same effect as votes “AGAINST” the Merger Proposal.

The affirmative vote of holders of ACIF Common Shares representing a majority of all the votes cast at the Special Meeting is required to approve the Adjournment Proposal. Abstentions will have no effect on the voting outcome of the Adjournment Proposal.

If the enclosed proxy card is signed and returned without any directions given, the ACIF Common Shares will be voted “FOR” each of the Proposals.

 

Q:	What will happen if the Merger Proposal being considered at the Special Meeting is not approved by the required vote?

 

A:

As discussed in more detail in the section entitled “Description of the Merger Agreement—Conditions to Closing the Mergers,” the closing of the Mergers (the “Closing”) is conditioned upon the approval by ACIF Shareholders of the Merger Proposal and satisfaction or waiver of certain other closing conditions.

If the Mergers do not close because the ACIF Shareholders do not approve the Merger Proposal or any of the other conditions to the Closing are not satisfied or waived, each of BCPL and ACIF will continue to

 

6

operate as a stand-alone company pursuant to the current agreements in place for each, and each of BCPL’s and ACIF’s respective directors, trustees and officers will continue to serve as its directors, trustees and officers, respectively, until their successors are duly elected and qualified, or their resignation.

 

Q:	When will the final voting results be announced?

 

A:	Preliminary voting results will be announced at the Special Meeting. Final voting results will be published by ACIF in a press release following the Special Meeting.

 

Q:	Will BCPL and ACIF incur expenses in soliciting proxies?

 

A:

BCPL and ACIF will bear the cost of preparing, assembling and mailing this proxy statement/prospectus and the accompanying Notice of Special Meeting of ACIF Shareholders and proxy card, as applicable, based on their actual costs incurred by them or allocated to them based on their respective net asset values (“NAVs”) as of December 31, 2025. ACIF intends to use the services of Broadridge to aid in the solicitation of proxies for an estimated fee of approximately $[●] plus pass through charges. No additional compensation will be paid to directors, trustees, officers or regular employees for such services. For more information regarding expenses related to the Mergers, see “Questions and Answers about the Mergers—Who is responsible for paying the expenses relating to completing the Mergers?”

 

Q:	What does it mean if I receive more than one proxy card?

 

A:

Some of your ACIF Common Shares may be registered differently or held in a different account. You should authorize a proxy to vote the ACIF Common Shares in each of your accounts via the Internet or by mail or telephone. If you mail proxy cards, please sign, date and return each proxy card to ensure that all of your ACIF Common Shares are voted. If you hold your ACIF Common Shares in registered form and wish to combine your shareholder accounts in the future, you should call 1-833-404-4103.

 

Q:	Are the proxy materials available electronically?

 

A:

In addition to mailing hard copies of the proxy materials, ACIF has made the registration statement (of which this proxy statement/prospectus forms a part), the Notice of Special Meeting of ACIF Shareholders and the proxy card available to ACIF Shareholders on the Internet. Shareholders may (i) access and review the proxy materials of ACIF, (ii) authorize their proxies, as described in “The Special Meeting—Voting of Proxies,” and/or (iii) elect to receive certain future proxy materials by electronic delivery via the Internet address provided below.

 

Q:	Will my vote make a difference?

 

A:	Yes; your vote is very important. Your vote is needed to ensure the Proposals can be acted upon. Please submit your proxy immediately to help avoid potential delays and save significant additional expenses associated with soliciting shareholder votes.

 

Q:	Whom can I contact with any additional questions?

 

A:	If you are an ACIF Shareholder, you can contact the below information with any additional questions:

Investor Relations

Alternative Credit Income Fund

650 Madison Avenue, 3rd Floor

New York, New York 10022

1-833-404-4103

 

7

Q:	Where can I find more information about BCPL and ACIF?

 

A:	You can find more information about BCPL and ACIF in the documents referenced in “Where You Can Find More Information.”

 

Q:	What do I need to do now?

 

A:

We urge you to carefully read this entire document, including its annexes and the documents (including the Merger Agreement) incorporated by reference. You should also review the documents referenced under “Where You Can Find More Information” and consult with your accounting, legal and tax advisors.

Questions and Answers about the Mergers

 

Q:	Why are the Mergers being proposed?

 

A:

The Mergers are being proposed because SCIM believes the Mergers are in the best interests of ACIF Shareholders. SCIM expects the Mergers to be accretive to both net investment income per share and return on equity for ACIF Shareholders. SCIM expects this accretion to result from several factors, including the deployment of incremental leverage on ACIF’s net assets and the elimination of certain redundant professional services and other duplicative corporate expenses following the Closing.

In addition, SCIM believes that the Mergers will provide several other benefits for ACIF Shareholders, including, but not limited to: (i) increased scale, (ii) increased portfolio diversification and an improvement in other portfolio metrics, (iii) improved performance and (iv) improved access to capital. See “The Mergers—Reasons for the Mergers” for additional information.

 

Q:	Did the ACIF Board consider any potential conflicts of interest in the course of their deliberations?

 

A:

In the course of their deliberations, the ACIF Board took into account that ACIF and BCPL have external investment advisers that are affiliated with one another. In addition, the ACIF Board recognized that the investment advisory agreement between BCPL and BC Partners Advisors (the “BCPL Investment Advisory Agreement”) includes higher total fees than those currently payable by ACIF under its investment advisory agreement with SCIM (the “ACIF Investment Advisory Agreement”), and, as a result, BC Partners Advisors would receive higher total fees from the combined company after the Closing. Accordingly, the ACIF Board formed the ACIF Special Committee, which is comprised of independent trustees of ACIF, to consider the Mergers, which, in turn, engaged its own independent counsel and financial advisor to assist in its evaluation of the Mergers. Following its deliberations, the ACIF Special Committee unanimously recommended that the ACIF Board approve the Merger Agreement and the transactions contemplated by it.

 

Q:	What will happen in the Mergers?

 

A:

Pursuant to the terms of the Merger Agreement, as of the effective time of the Merger (the “Effective Time”), Merger Sub will be merged with and into ACIF (i.e., the Merger will occur). ACIF will be the surviving company in the Merger and will continue its existence as a statutory trust under the laws of the State of Delaware and a direct, wholly owned subsidiary of BCPL. As of the Effective Time, the separate corporate existence of Merger Sub will cease. Following the occurrence of the Effective Time, ACIF as the surviving entity will merge with and into BCPL (i.e., the Second Merger will occur). BCPL will be the surviving company in the Second Merger and will continue its existence as a corporation under the laws of the State of Maryland. At such time, the separate statutory trust existence of ACIF will cease.

 

Q:	What will ACIF Shareholders receive in the Mergers?

 

A:	ACIF Shareholders will receive a number of shares of BCPL Common Stock in connection with the Merger equal to the Exchange Ratio (as defined below) and, if applicable, cash paid in lieu of fractional shares (such

 

8

shares of BCPL Common Stock and any such cash paid in lieu of fractional shares of BCPL Common Stock, the “Merger Consideration”) and will no longer own ACIF Common Shares following the Merger.

Under the Merger Agreement, as of a mutually agreed date no earlier than 48 hours (excluding Sundays and holidays) prior to the Effective Time (such date, the “Determination Date”), BCPL will deliver to ACIF a calculation of its NAV and ACIF will deliver to BCPL a calculation of the NAV for each class of outstanding ACIF Common Shares, in each case as of such date (such calculation with respect to BCPL, the “Closing BCPL Net Asset Value” and such calculation with respect to each class of ACIF Common Shares, the “Closing ACIF Net Asset Values”) and using the same set of assumptions, methodologies and adjustments as has been historically used in preparing such calculation. Based on such calculations, the parties will calculate the “BCPL Per Share NAV,” which will be equal to (i) the Closing BCPL Net Asset Value divided by (ii) the number of shares of BCPL Common Stock issued and outstanding as of the Determination Date, and the “ACIF Per Share NAV,” which will be equal to (A) in respect of a class of ACIF Common Shares, the Closing ACIF Net Asset Value of such class divided by (B) the number of ACIF Common Shares in such class issued and outstanding as of the Determination Date (excluding any Cancelled Shares (as defined below)). The “Exchange Ratio” will be equal to the quotient (rounded to four decimal places) of (i) the applicable ACIF Per Share NAV divided by (ii) the BCPL Per Share NAV.

ACIF and BCPL will update and redeliver the Closing ACIF Net Asset Values or the Closing BCPL Net Asset Value, respectively, in the event that the Closing is subsequently materially delayed or there is a material change to such calculation between the Determination Date and the Closing and as needed to ensure that the calculation is determined within 48 hours (excluding Sundays and holidays) prior to the Effective Time.

 

Q:	Is the Exchange Ratio subject to any adjustment?

 

A:

Yes. The Exchange Ratio will be appropriately adjusted (to the extent not already taken into account in determining the Closing BCPL Net Asset Value and/or the Closing ACIF Net Asset Values, as applicable) if, between the execution and delivery of the Merger Agreement and the Effective Time, the respective outstanding shares of BCPL Common Stock or ACIF Common Shares shall have been increased or decreased or changed into or exchanged for a different number or kind of shares or securities, in each case, as a result of reclassification, recapitalization, stock split, reverse split, split-up, combination or exchange of shares, of if a stock dividend or dividend payable in any other securities will be authorized and declared with a record date within such period, as permitted by the Merger Agreement, in each case to provide BCPL Stockholders and ACIF Shareholders the same economic effect as contemplated by the Merger Agreement prior to such event. Because the Exchange Ratio will be determined within 48 hours (excluding Sunday and holidays) prior to the Effective Time, the time period during which such an adjustment could occur will be relatively short.

 

Q:	Who is responsible for paying the expenses relating to completing the Mergers?

 

A:

BCPL and ACIF will be responsible for paying certain expenses in connection with the Mergers, and as a result, BCPL Stockholders and ACIF Shareholders will bear those costs. Specifically, all fees and expenses incurred in connection with the Merger Agreement and the transactions contemplated thereby (including the Mergers) will be paid by the party incurring such fees or expenses, whether or not the transactions contemplated by the Merger Agreement (including the Mergers) are consummated; provided, however, notwithstanding the foregoing, the following fees and expenses will be borne proportionately by BCPL and ACIF by reference to their respective NAV and shares outstanding as of December 31, 2025: (i) all costs and expenses of printing and mailing this proxy statement/prospectus, (ii) all filing and other fees paid to the SEC in connection with the Mergers, (iii) all filing and other fees in connection with any filing under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the “HSR Act”) and (iv) fees and expenses for legal services to BCPL, ACIF and Merger Sub in connection with the Merger Agreement and

 

9

the transactions contemplated thereby (including the Mergers). It is anticipated that BCPL will bear expenses of approximately $[●] ($[●] per share) in connection with the Mergers, both if consummated and not consummated. It is anticipated that ACIF will bear expenses of approximately $[●] ($[●] per share) in connection with the Mergers, both if consummated and not consummated.

ACIF and SCIM have entered into a fee waiver agreement (the “Fee Waiver Agreement”) pursuant to which SCIM has agreed, for each of the first through the twenty-fourth full months after the Fee Waiver Agreement becomes effective, to waive $62,500 of its management fees earned during such month. The Fee Waiver Agreement will become effective upon, and is subject to, the failure of the ACIF Shareholders to approve the Merger Proposal by the affirmative vote of a “majority of the outstanding voting securities” of ACIF at a duly held meeting of the ACIF Shareholders or at any adjournment or postponement thereof at which the Merger Proposal has been voted upon.

 

Q:	What are the pro forma costs and expenses estimated to be incurred by the combined company in the first year following completion of the Mergers?

 

A:

The following table is intended to assist ACIF Shareholders in understanding the costs and expenses that an investor in ACIF Common Shares bears directly or indirectly and, based on the assumptions described in “Comparative Fees and Expenses,” the pro forma costs and expenses estimated to be incurred by the combined company in the first year following completion of the Mergers. We caution you that some of the percentages indicated in the table below are estimates and may vary.

We set forth below the BCPL and ACIF management fees, incentive fees on income and capital gains, other expenses, acquired fund fees and expenses, and total expenses, in each case, as an annualized percentage of average net assets attributable to common stock as of December 31, 2025. Due to the difference in investment strategy and corresponding leverage, the pro forma combined fund expenses reflected are based on the projected expenses for the year ended December 31, 2026 over BCPL’s projected average net for the year ended December 31, 2026 from management’s corporate model provided to each respective Special Committee’s financial advisor.

 

		Actual																								Pro Forma
		BCPL				ACIF																				BCPL
						Class A				Class C				Class I				Class L				Class W
Annual expenses (as a percentage of net assets attributable to common stock):
Base management fees			1.94	%			1.85	%			1.85	%			1.85	%			1.85	%			1.85	%			1.76	%
Incentive fees			1.58	%			0.00	%			0.00	%			0.00	%			0.00	%			0.00	%			1.85	%
Interest payments on borrowed funds			7.17	%			0.46	%			0.46	%			0.46	%			0.46	%			0.46	%			5.21	%
Distribution fees (12(b)-1)			0.00	%			0.00	%			0.68	%			0.00	%			0.25	%			0.00	%			0.00	%
Shareholder servicing			0.00	%			0.20	%			0.23	%			0.00	%			0.25	%			0.24	%			0.00	%
Other expenses			2.64	%			1.37	%			1.35	%			1.35	%			1.35	%			1.34	%			1.87	%
Acquired fund fees and expenses (“AFFE”)			0.05	%			1.93	%			1.93	%			1.93	%			1.93	%			1.93	%			1.37	%
Gross expenses			13.38	%			5.81	%			6.50	%			5.59	%			6.09	%			5.82	%			12.07	%
Contractual fee waiver			0.00	%			(0.83	%)			(0.77	%)			(0.86	%)			(0.86	%)			(0.85	%)			0.00	%
Voluntary fee waiver			0.00	%			(0.05	%)			(0.05	%)			(0.05	%)			(0.05	%)			(0.05	%)			0.00	%
Net expenses			13.38	%			4.93	%			5.68	%			4.68	%			5.18	%			4.92	%			12.07	%
Total net annual fund operating expenses, excluding AFFE			13.33	%			3.00	%			3.75	%			2.75	%			3.25	%			2.99	%			10.70	%
Total net annual fund operating expenses, excluding interest expense and AFFE			6.16	%			2.54	%			3.29	%			2.29	%			2.79	%			2.53	%			5.48	%

 

Q:	Will any other events occur in connection with the Mergers?

 

A:	If the Merger Proposal is approved by ACIF Shareholders, immediately prior to the closing of the Mergers, ACIF will conduct a one-time discretionary repurchase offer in compliance with the requirements of

 

10

Rule 23c-3 under the 1940 Act, for up to 15% of ACIF’s then-outstanding shares (the “Discretionary Repurchase Offer”). The Discretionary Repurchase Offer will only be conducted if ACIF Shareholders vote to approve the Merger Proposal.

Effective after four full quarters following the closing of the Mergers, to provide liquidity for the stockholders of the combined entity, BCPL anticipates conducting tender offers pursuant to a stock repurchase program on a quarterly basis. BCPL anticipates conducting these quarterly repurchase offers for up to 2.5% of the then-outstanding shares of common stock of the combined entity, subject to approval by the BCPL Board.

 

Q:	Will I receive distributions after the Mergers?

 

A:

Subject to applicable legal restrictions and the sole discretion of the BCPL Board, after the Mergers, BCPL intends to declare and pay regular distributions to BCPL Stockholders on a quarterly basis, which is consistent with the current frequency of distributions to BCPL Stockholders. For a history of the distribution declarations and payments by BCPL since December 2019, see “Market Price, Dividend and Distribution Information—BCPL.” The amount and timing of past distributions are not a guarantee of any future distributions, or the amount thereof, the payment, timing and amount of which will be determined by the BCPL Board and depend on BCPL’s financial condition and earnings, contractual restrictions, legal and regulatory considerations and other factors. See the section entitled “Dividend Reinvestment Plans of BCPL and ACIF” for information regarding BCPL’s dividend reinvestment plan (the “BCPL DRIP”).

Following the Effective Time, ACIF Shareholders will be entitled to receive distributions declared by the BCPL Board with a record date after the Effective Time theretofore payable with respect to the whole shares of BCPL Common Stock received by them as part of the Merger Consideration.

 

Q:	Are the Mergers subject to any third-party consents?

 

A:

Under the Merger Agreement, BCPL and ACIF have agreed to cooperate with each other and use reasonable best efforts to take, or cause to be taken, in good faith, all actions, and to do, or cause to be done, all things necessary, including to promptly prepare and file all necessary documentation, to effect all applications, notices, petitions and filings (including any required applications, notices or other filings under the HSR Act), to obtain as promptly as practicable all permits of all governmental entities and all permits, consents, approvals, confirmations and authorizations of all third parties, in each case, that are necessary or advisable, to consummate the transactions contemplated by the Merger Agreement (including the Mergers) in the most expeditious manner practicable, and to comply with the terms and conditions of all such permits, consents, approvals and authorizations of all such third parties and governmental entities. There can be no assurance that any permits, consents, approvals, confirmations or authorizations will be obtained or that such permits, consents, approvals, confirmations or authorizations will not impose conditions or requirements that, individually or in the aggregate, would or could reasonably be expected to have a material adverse effect on the financial condition, results of operations, assets or business of the combined company following the Mergers.

 

Q:	How does BCPL’s investment objective, strategy and risks differ from ACIF’s?

 

A:

BCPL’s investment objective is to generate current income and, to a lesser extent, capital appreciation by investing primarily in private middle-market companies in the form of secured debt, unsecured debt, other debt and/or equity securities. In addition, to a lesser extent, BCPL may invest in the securities of public companies and in structured products. BCPL defines the middle-market as comprising companies with earnings before interest, taxes, depreciation and amortization (“EBITDA”) between $10 million and $50 million. BCPL primarily targets the lower end of the middle-market which it believes is a less competitive segment offering better structures, stronger covenant packages and greater management and due diligence access, which BCPL believes should generates attractive risk-adjusted returns.

 

11

ACIF’s investment objectives are to produce current income and achieve capital preservation with moderate volatility and low to moderate correlation to the broader equity markets. ACIF pursues its investment objectives by investing, under normal circumstances, at least 80% of its assets (defined as net assets plus the amount of any borrowing for investment purposes) in “fixed-income and fixed-income related securities.” ACIF may invest without limitation in fixed-income and fixed-income related securities of any sector of any industry. ACIF defines “fixed-income and fixed-income related securities” to consist of: (i) loans and fixed-income instruments (or other instruments, including derivative instruments, with similar economic characteristics) of corporate borrowers; (ii) equity of investment funds, which may include publicly traded investment funds managed by unaffiliated institutional asset managers (“Public Investment Funds”), including traded and non-traded business development companies (“BDCs”), closed- and open-end funds, exchange-traded funds (“ETFs”) and index mutual funds (“Index Funds”), and private investment funds managed by unaffiliated institutional asset managers (“Private Investment Funds”) that invest principally in such loans and fixed-income instruments (or other instruments, including derivative instruments, with similar economic characteristics); and (iii) equity and junior debt tranches of collateralized debt obligations (“CDOs”), which include collateralized bond obligations (“CBOs”), collateralized loan obligations (“CLOs”) and other securitized products, that invest principally in loans and fixed-income instruments (or other instruments, including derivative instruments, with similar economic characteristics).

BCPL and ACIF have similar investment risks given that both invest in debt and fixed income securities. However, BCPL, as a significant portion of its investment strategy, originates and makes loans to U.S. middle market companies, while ACIF acts as a direct lender to a much lesser extent. Direct lending is particularly susceptible to a number of risks, such as failure to establish a substantial origination platform, breach of contractual loan agreements constituting default, credit downgrades, failure to complete proper due diligence of portfolio companies, decrease in the value of secured collateral, among other things. These risks are less amplified for ACIF who invests in debt and/or fixed-income related instruments, but is not originating loans.

 

Q:	What is the difference between a closed-end management investment company and a business development company?

 

A:

There are certain similarities and differences between BDCs and registered closed-end management investment companies (“CEFs”). Special provisions of the 1940 Act allow certain qualified closed-end companies to elect to be regulated as BDCs rather than as CEFs. In order to make an election to be treated as a BDC rather than a CEF, a fund must be operated for the purpose of investing in securities of non-public or small capitalization United States companies and making managerial assistance available to such companies. Making available managerial assistance means, among other things, any arrangement whereby a BDC, through its investment manager, directors, officers or employees, offers to provide, and, if accepted, does so provide, significant guidance and counsel concerning the management, operations or business objectives and policies of a portfolio company. BDCs must have at least 70% of its assets invested in “qualifying assets” (as described below) for it to acquire any assets other than qualifying securities.

Another material difference between CEFs and BDCs is that CEFs may not incur additional debt unless asset coverage is at least 300% immediately after giving effect to the issuance, whereas for a BDC the same asset coverage must be at least 200% (or 150% under certain circumstances). The difference in asset coverage generally means that ACIF may only incur leverage up to a debt-to-equity ratio of approximately 1:2, whereas BCPL, which has an asset coverage of 150%, can incur leverage up to a debt-to-equity ratio of approximately 2:1. Also, while only a single class of debt is permitted for CEFs, BDCs are allowed to issue multiple classes of debt. In terms of investment management compensation, a CEF may not pay compensation based on gains to its advisor unless all common shareholders are “qualified clients” under the 1940 Act, or the fees are structured as fulcrum fees. A BDC, however, may pay a capital gains-based performance fee of up to 20% of realized gains if it does not have an option or profit-sharing plan. For additional information regarding fees, see “—What are the pro forma costs and expenses estimated to be incurred by the combined company in the first year following completion of the Mergers?” and “Comparative Fees and Expenses.” Finally, a BDC

 

12

has more flexibility with respect to transactions with certain remote affiliates, which include shareholders that own more than 5% of a BDC’s outstanding voting securities, but under 25% of the voting securities. A BDC may engage in certain affiliated transactions with such remote affiliates so long as those transactions are, among other things, approved by a majority of the independent directors.

Additionally, ACIF is structured as an “interval fund” and has adopted a fundamental policy to conduct periodic repurchase offers pursuant to Rule 23c-3 of the 1940 Act (“Rule 23c-3”). ACIF conducts quarterly repurchase offers of at least 5% of outstanding ACIF Common Shares and ACIF’s Board may only suspend a repurchase offer in limited circumstances outlined in Rule 23c-3. Rule 23c-3 further requires that ACIF maintain enough liquid assets to comply with its repurchase offer fundamental policy. BCPL, as a BDC, may repurchase securities only pursuant to tender offers, which are subject to the Board’s discretion. There is no requirement for BCPL to conduct a tender offer nor are there any requirements that BCPL maintain a certain level of liquidity in order to fund a tender offer. BCPL has not conducted a tender offer since its inception. BCPL does intend to commence quarterly tender offers after the fourth full quarter after the closing of the Mergers, but it is under no obligation to do so and the BCPL Board may suspend or postpone a tender offer in its discretion.

For additional information regarding the differences between the 1940 Act’s regulation of CEFs and BDCs, see “Comparison of Closed-End Funds and BDCs.”

 

Q:	How will the combined company be managed following the Mergers?

 

A:

Subject to applicable law, the directors of BCPL immediately prior to the Mergers will remain the directors of BCPL and will hold office until their respective successors are duly elected and qualify, or their earlier death or incapacity, resignation or removal. Following the Mergers, BC Partners Advisors will continue to be the external investment adviser of BCPL.

 

Q:	Will the composition of the BCPL Board change following the Mergers?

 

A:	No. Following the Mergers and subject to applicable law, the directors of BCPL immediately prior to the Mergers will remain the directors of BCPL.

 

Q:	Are ACIF Shareholders able to exercise appraisal rights?

 

A:	No. ACIF Shareholders will not be entitled to exercise appraisal rights with respect to any matter to be voted upon at the Special Meeting. Any ACIF Shareholder may abstain from voting or vote against any of such matters.

 

Q:	When do you expect to complete the Mergers?

 

A:

While there can be no assurance as to the exact timing, or that the Mergers will be completed at all, BCPL and ACIF are working to complete the Mergers in the second quarter of 2026. It is currently expected that the Mergers will be completed promptly following approval of the Merger Proposal at the Special Meeting and the satisfaction or waiver of the other closing conditions set forth in the Merger Agreement.

 

Q:	Are the Mergers expected to be taxable to ACIF Shareholders for U.S. federal income tax purposes?

 

A:

No. The Mergers are intended to qualify as a “reorganization” within the meaning of Section 368(a) of the Internal Revenue Code of 1986, as amended (the “Code”), and it is a condition to the obligations of each of BCPL and ACIF to consummate the Mergers that BCPL and ACIF, respectively, has received a written opinion from Simpson Thacher & Bartlett LLP (“Simpson Thacher”), outside legal counsel to BCPL and ACIF, in each case dated as of the Closing of the Mergers and substantially to the effect that the Mergers, taken together, will qualify as a “reorganization” within the meaning of Section 368(a) of the Code. If the Mergers qualify as a reorganization for U.S. federal income tax purposes, ACIF Shareholders are not

 

13

expected to recognize any gain or loss for U.S. federal income tax purposes on the exchange of ACIF Common Shares for shares of BCPL Common Stock pursuant to the Mergers, except for any gain or loss that may result from the receipt of cash paid in lieu of fractional shares of BCPL Common Stock and cash received by ACIF Shareholders pursuant to the Discretionary Repurchase Offer are expected to be treated as “boot” for purposes of Section 368(a) of the Code. It is expected that any gain resulting from the Discretionary Repurchase Offer will be treated as capital gain, but in certain circumstances, such gain may be treated as having the effect of a distribution under Sections 302 and 356(a)(2) of the Code, in which case the gain could be treated as a dividend. ACIF Shareholders should read the section entitled “Certain Material U.S. Federal Income Tax Considerations” for a more complete discussion of the U.S. federal income tax consequences of the Mergers. ACIF Shareholders should consult with their tax advisors to determine the tax consequences of the Mergers to them.

 

Q:	What happens if the Mergers are not consummated?

 

A:	If the Mergers are not completed for any reason, ACIF Shareholders will not receive any consideration for their ACIF Common Shares in connection with the Mergers. Instead, each of BCPL and ACIF will remain a stand-alone company.

 

Q:	Did the ACIF Special Committee receive an opinion from the financial advisor to the ACIF Special Committee in respect of the Mergers?

 

A:

Yes. The ACIF Special Committee received an opinion, dated February 24, 2026, from the financial advisor to the ACIF Special Committee as to the fairness, from a financial point of view, to the holders of ACIF Common Shares of the Exchange Ratio. The full text of the opinion, which describes the procedures followed, assumptions made, matters considered, and qualifications and limitations on the review undertaken in preparing the opinion, is attached as Annex B to this proxy statement/prospectus. The opinion was for the information of, and was directed to, the ACIF Special Committee in connection with its consideration of the financial terms of the Mergers. The opinion addressed only the fairness, from a financial point of view, of the Exchange Ratio to the holders of ACIF Common Shares. It did not address the underlying business decision of ACIF to engage in the Mergers or enter into the Merger Agreement or constitute a recommendation to the ACIF Special Committee or the ACIF Board in connection with the Mergers, and it does not constitute a recommendation to any ACIF Shareholder or any stockholder of any other entity as to how to vote or act in connection with the Mergers or any other matter. For more information, see the section entitled “The Mergers—Opinion of the Financial Advisor to the ACIF Special Committee.”

 

Q:	Did the BCPL Special Committee receive an opinion from the financial advisor to the BCPL Special Committee in respect of the Mergers?

 

A:

Yes. The BCPL Special Committee received an opinion, dated February 24, 2026, from the financial advisor to the BCPL Special Committee as to the fairness, from a financial point of view, to BCPL of the Exchange Ratio. The opinion was for the information of, and was directed to, the BCPL Special Committee (in its capacity as such) and, as requested by the BCPL Special Committee, the BCPL Board (in its capacity as such) in connection with their respective consideration of the financial terms of the Mergers. The opinion addressed only the fairness, from a financial point of view, of the Exchange Ratio to BCPL. It did not address the underlying business decision of BCPL to engage in the Mergers or enter into the Merger Agreement or constitute a recommendation to the BCPL Special Committee or the BCPL Board in connection with the Mergers, and it does not constitute a recommendation to any BCPL Stockholder or any stockholder of any other entity as to how to act in connection with the Mergers or any other matter. For more information, see the section entitled “The Mergers—Opinion of the Financial Advisor to the BCPL Special Committee.”

 

14

SUMMARY OF THE MERGERS

This summary highlights selected information contained elsewhere in this proxy statement/ prospectus and may not contain all of the information that is important to you. You should carefully read this entire proxy statement/prospectus, including the other documents to which this proxy statement/ prospectus refers, for a more complete understanding of the Mergers. In particular, you should read the annexes attached to this proxy statement/prospectus, including the Merger Agreement, which is attached as Annex A hereto, as it is the legal document that governs the Mergers. See “Where You Can Find More Information.” For a discussion of the risk factors you should carefully consider, see the section entitled “Risk Factors.”

The Parties to the Mergers

BC Partners Lending Corporation

650 Madison Avenue, 3rd Floor

New York, NY 10022

(212) 891-2880

BCPL, a Maryland corporation, is a non-diversified, closed-end management investment company that has elected to be treated as a BDC under the 1940 Act and as a regulated investment company (“RIC”) for U.S. federal income tax purposes.

BCPL’s investment objective is to make investments that generate current income and, to a lesser extent, capital appreciation. BCPL intends for its investments primarily to take the form of debt investments, which may include secured debt, unsecured debt, other debt and/or equity in private middle-market companies (BCPL defines “middle-market companies” as those with annual EBITDA between $10 million and $50 million). In addition, to a lesser extent, BCPL may invest in the securities of public companies and in structured products. While BCPL’s primary focus will be on investments within the United States, BCPL may, on occasion, invest in securities of non-U.S. entities. The first lien term loans may include traditional first lien senior secured loans or unitranche loans. Unitranche loans combine characteristics of traditional first lien senior secured loans as well as second lien and/or mezzanine debt (“Junior Debt”). Unitranche loans will expose BCPL to the risks associated with first lien loans and Junior Debt. While there is no specific collateral associated with senior unsecured debt, such positions are senior in payment priority over subordinated debt investments.

BCPL’s portfolio may include “covenant-lite” loans which generally refer to loans that do not have a complete set of financial maintenance covenants. Generally, “covenant-lite” loans provide borrower companies more freedom to negatively impact lenders because their covenants are incurrence-based, which means they are only tested and can only be breached following an affirmative action of the borrower, rather than by a deterioration in the borrower’s financial condition. Accordingly, to the extent BCPL invests in “covenant-lite” loans, it may have fewer rights against a borrower and may have a greater risk of loss on such investments as compared to investments in or exposure to loans with financial maintenance covenants.

BCPL Merger Sub, Inc.

650 Madison Avenue, 3rd Floor

New York, NY 10022

(212) 891-2880

Merger Sub is a Delaware corporation and a newly incorporated wholly owned subsidiary of BCPL. Merger Sub was formed in connection with, and for the sole purpose of, the Merger.

Alternative Credit Income Fund

650 Madison Avenue, 3rd Floor

New York, NY 10022

(212) 891-2880

 

15

ACIF is a continuously offered, diversified, closed-end management investment company that is operated as an interval fund. ACIF’s investment objectives are to produce current income and achieve capital preservation with moderate volatility and low to moderate correlation to the broader equity markets. ACIF pursues its investment objectives by investing, under normal circumstances, at least 80% of its assets (defined as net assets plus the amount of any borrowing for investment purposes) in “fixed-income and fixed-income related securities.” ACIF may invest without limitation in fixed-income and fixed-income related securities of any sector of any industry. ACIF defines “fixed-income and fixed-income related securities” to consist of: (i) loans and fixed-income instruments (or other instruments, including derivative instruments, with similar economic characteristics) of corporate borrowers; (ii) equity of investment funds, which may include Public Investment Funds, including traded and non-traded BDCs, closed- and open-end funds, ETFs and Index Funds, Private Investment Funds that invest principally in such loans and fixed-income instruments (or other instruments, including derivative instruments, with similar economic characteristics); and (iii) equity and junior debt tranches of CDOs, which include CBOs, CLOs and other securitized products, that invest principally in loans and fixed-income instruments (or other instruments, including derivative instruments, with similar economic characteristics).

BC Partners Advisors L.P.

650 Madison Avenue, 3rd Floor

New York, NY 10022

(212) 891-2880

BC Partners Advisors, an affiliate of BC Partners, serves as BCPL’s investment adviser pursuant to the BCPL Investment Advisory Agreement. BC Partners Advisors is registered with the SEC under the Investment Advisers Act of 1940, as amended (the “Advisers Act”). Subject to the overall supervision of the Board, BC Partners Advisors is responsible for managing BCPL’s business and activities, including sourcing investment opportunities, conducting research, performing diligence on potential investments, structuring BCPL’s investments, and monitoring BCPL’s portfolio companies on an ongoing basis through a team of investment professionals.

BC Partners is a leading private equity firm with an over 30-year track record investing in the buyout space across North America and Europe. BC Partners’ assets under management are based on actively managed commitments of its managed funds and relevant vehicles formed for the purpose of co-investing alongside such funds. BC Partners operates a private equity investment platform, a credit investment platform (“BCP Credit”), and a real estate investment platform as fully integrated businesses. The investment activity of BCPL takes place primarily within the BCP Credit platform. Integration with the broader BC Partners platform allows BCP Credit to leverage a team of investment professionals across its private equity platform including its operations team. The BCP Credit investment team is led by Ted Goldthorpe who sits on the BCP Credit investment committee. BC Partners Advisors also manages other private funds in the BCP Credit platform along with several separate managed accounts focused on credit investments.

Sierra Crest Investment Management LLC

650 Madison Avenue, 3rd Floor

New York, NY 10022

(212) 891-2880

SCIM serves as ACIF’s investment adviser. SCIM is registered with the SEC under the Advisers Act. SCIM was formed on December 4, 2018 and is an affiliate of BC Partners. As of September 30, 2025, SCIM had discretionary assets under management of approximately $0.7 billion. SCIM is majority owned by BCPSC Holdings LLC, which is under common control with BC Partners.

Under the general supervision of the ACIF Board, SCIM carries out the investment and reinvestment of the net assets of ACIF, furnishes continuously an investment program with respect to ACIF, and determines which securities should be purchased, sold or exchanged. In addition, SCIM supervises and provides oversight of the ACIF’s service providers. SCIM furnishes to ACIF office facilities, equipment and personnel for servicing the management of ACIF.

 

16

Merger Structure

Pursuant to the terms of the Merger Agreement, as of the Effective Time, Merger Sub will be merged with and into ACIF (i.e., the Merger will occur). ACIF will be the surviving company in the Merger and will continue its existence as a statutory trust under the laws of the State of Delaware and a direct, wholly owned subsidiary of BCPL. As of the Effective Time, the separate corporate existence of Merger Sub will cease. Following the occurrence of the Effective Time, ACIF as the surviving entity will merge with and into BCPL (i.e., the Second Merger will occur). BCPL will be the surviving company in the Second Merger and will continue its existence as a corporation under the laws of the State of Maryland. At such time, the separate statutory trust existence of ACIF will cease.

The following is a graphical representation of the structure of the Mergers:

 

Current Structure

 

Merger

 

17

Second Merger

 

Post-Mergers

Based on the number of shares of BCPL Common Stock issued and outstanding and the NAVs of BCPL and ACIF as of [●], 2026, BCPL would issue approximately [●] shares of BCPL Common Stock for each ACIF Common Share outstanding, resulting in pro forma ownership of [●]% for current BCPL Stockholders and [●]% for current ACIF Shareholders.

The Merger Agreement is attached as Annex A to this proxy statement/prospectus. ACIF encourages its investors to read the Merger Agreement carefully and in its entirety, as it is the legal document governing the Mergers.

Other Actions Taken in Connection with the Mergers

If the Merger Proposal is approved by ACIF Shareholders, immediately prior to the closing of the Merger, ACIF will conduct a one-time discretionary repurchase offer in compliance with the requirements of Rule 23c-3 under the 1940 Act, for up to 15% of ACIF’s then-outstanding shares (i.e., the Discretionary Repurchase Offer will occur). The Discretionary Repurchase Offer will only be conducted if ACIF Shareholders vote to approve the Merger Proposal.

Effective after four full quarters following the closing of the Mergers, to provide liquidity for the stockholders of the combined entity, BCPL anticipates conducting tender offers pursuant to a stock repurchase program on a quarterly basis. BCPL anticipates conducting these quarterly repurchase offers for up to 2.5% of the then-outstanding shares of common stock of the combined entity, subject to approval by the BCPL Board.

 

18

Merger Consideration

Subject to the terms and conditions of the Merger Agreement, at the Effective Time, each ACIF Common Share issued and outstanding immediately prior to the Effective Time (other than any ACIF Common Shares that are issued and outstanding and are owned by BCPL or any of its consolidated subsidiaries prior to the Effective Time, which will be cancelled with no consideration exchanged therefor (the “Cancelled Shares”)) will be converted into the right to receive a number of shares of BCPL Common Stock equal to the Exchange Ratio and, if applicable, cash paid in lieu of fractional shares of BCPL Common Stock (i.e., the Merger Consideration).

Under the Merger Agreement, as of the Determination Date, each of BCPL and ACIF will deliver the Closing BCPL Net Asset Value and the Closing ACIF Net Asset Values, respectively, in each case using the same set of assumptions, methodologies and adjustments as has been historically used in preparing such calculation. Based on such calculations, the parties will calculate the BCPL Per Share NAV, which will be equal to (i) the Closing BCPL Net Asset Value divided by (ii) the number of shares of BCPL Common Stock issued and outstanding as of the Determination Date, and the ACIF Per Share NAV, which will be equal to (A) in respect of a class of ACIF Common Shares, the Closing ACIF Net Asset Value of such class divided by (B) the number of ACIF Common Shares in such class issued and outstanding as of the Determination Date (excluding any Cancelled Shares). The Exchange Ratio will be equal to the quotient (rounded to four decimal places) of (i) the applicable ACIF Per Share NAV divided by (ii) the BCPL Per Share NAV.

ACIF and BCPL will update and redeliver the Closing ACIF Net Asset Values or the Closing BCPL Net Asset Value, respectively, in the event that the Closing is subsequently materially delayed or there is a material change to such calculation between the Determination Date and the Closing and as needed to ensure that the calculation is determined within 48 hours (excluding Sundays and holidays) prior to the Effective Time.

The Exchange Ratio will be appropriately adjusted (to the extent not already taken into account in determining the Closing ACIF Net Asset Values and/or the Closing BCPL Net Asset Value, as applicable) if, between the Determination Date and the Effective Time, the respective outstanding ACIF Common Shares or shares of BCPL Common Stock will have been increased or decreased or changed into or exchanged for a different number or kind of shares or securities, in each case, as a result of any reclassification, recapitalization, stock split, reverse stock split, split-up, combination or exchange of shares, or if a stock dividend or dividend payable in any other securities will be authorized and declared with a record date within such period, as permitted by the Merger Agreement. Because the Exchange Ratio will be determined within 48 hours (excluding Sundays and holidays) prior to the Effective Time, the time period during which such an adjustment could occur will be relatively short.

Closing is contingent upon ACIF Shareholder approval of the Merger Proposal and satisfaction or waiver of certain other closing conditions.

After the Determination Date and until the Merger is completed, the NAV of the shares of BCPL Common Stock to be issued in the Merger will continue to fluctuate but, except as described above, the number of shares to be issued to each class of ACIF Shareholders will remain fixed.

Market Price of Securities

There is currently no market for BCPL Common Stock and ACIF Common Shares, and BCPL and ACIF do not expect that a market for their shares will develop in the future.

The following table presents the most recently determined NAV per share of BCPL Common Stock and the most recently determined NAV per share of ACIF Common Shares.

 

		BCPL Common Stock				ACIF Common Shares(1)
						Class A				Class C				Class I				Class L				Class W				Total
NAV per Share as of December 31, 2025		$	19.71			$	9.17			$	9.31			$	9.17			$	9.18			$	9.16			$	9.19

(1)	ACIF calculates its NAV on a daily basis. As of March 20, 2026, ACIF’s NAV was $8.90 for Class A Shares, $9.03 for Class C Shares, $8.89 for Class W Shares, $8.90 for Class I Shares and $8.91 for Class L Shares.

 

19

Risks Relating to the Mergers

The Mergers and the other transactions contemplated by the Merger Agreement are subject to, among others, the following risks. ACIF Shareholders should carefully consider these risks before deciding how to vote on the Proposals.

 

•

Most ACIF Shareholders will experience a reduction in percentage ownership and voting power in the combined company as a result of the Mergers.

 

•

BCPL may be unable to realize the benefits anticipated by the Mergers, including estimated cost savings, or it may take longer than anticipated to achieve such benefits.

 

•

The opinion delivered to the ACIF Special Committee from its respective financial advisors prior to the signing of the Merger Agreement will not reflect changes in circumstances since the date of the opinion.

 

•

The announcement and pendency of the Mergers could adversely affect both BCPL’s and ACIF’s business, financial results and operations.

 

•

If the Mergers do not close, ACIF will not benefit from the expenses it has incurred in pursuit of the Mergers.

 

•

Termination of the Merger Agreement could negatively impact ACIF because (i) ACIF may have been negatively impacted by the failure to pursue other opportunities due to a focus on the Mergers, (ii) ACIF may not find a third party willing to consummate a transaction on the same or superior terms and any such transaction may not result in benefits comparable to those anticipated in connection with the Mergers and (iii) ACIF would not realize the benefits of the Mergers anticipated by BC Partners Advisors and SCIM.

 

•

The Merger Agreement limits the ability of ACIF to pursue alternatives to the Mergers.

 

•

The Mergers are subject to closing conditions, including approval by ACIF Shareholders of the Merger Proposal, 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 ACIF.

 

•

BCPL and ACIF may, to the extent legally allowed, waive one or more conditions to the Mergers without resoliciting stockholder approval.

 

•

BCPL and ACIF will be subject to operational uncertainties and contractual restrictions while the Mergers are pending.

 

•

Litigation filed against BCPL or ACIF in connection with the Mergers could result in substantial costs and could delay or prevent the Mergers from being completed.

 

•

The Mergers may trigger certain “change of control” provisions and other restrictions in contracts of BCPL and ACIF or their affiliates, and the failure to obtain any required consents or waivers could adversely impact the combined company.

 

•

The shares of BCPL Common Stock to be received by ACIF Shareholders as a result of the Merger will have different rights associated with them than the shares of ACIF Common Shares currently held by them.

 

•

The surviving company will offer more limited liquidity than the liquidity provided to ACIF Shareholders through ACIF’s quarterly repurchase offers.

 

•

See the section entitled “Risk Factors—Risks Relating to the Mergers” for a more detailed discussion of these risks.

 

20

U.S. Federal Income Tax Consequences of the Mergers

The Mergers are intended to qualify as a “reorganization” within the meaning of Section 368(a) of the Code, and it is a condition to the obligations of each of BCPL and ACIF to consummate the Mergers that BCPL and ACIF, respectively, has received a written opinion from Simpson Thacher, outside legal counsel to BCPL and ACIF, in each case dated as of the Closing and substantially to the effect that the Mergers, taken together, will qualify as a “reorganization” within the meaning of Section 368(a) of the Code. If the Mergers qualify as a reorganization for U.S. federal income tax purposes, ACIF Shareholders are not expected to recognize any gain or loss for U.S. federal income tax purposes on the exchange of ACIF Common Shares for shares of BCPL Common Stock pursuant to the Mergers, except for gain or loss that may result from the receipt of cash in lieu of fractional shares of BCPL Common Stock and amounts received by ACIF Shareholders pursuant to the Discretionary Repurchase Offer are expected to be treated as “boot” for purposes of Section 368(a) of the Code. It is expected that any gain resulting from the Discretionary Repurchase Offer will be treated as capital gain, but in certain circumstances, such gain may be treated as having the effect of a distribution under Sections 302 and 356(a)(2) of the Code, in which case the gain could be treated as a dividend. ACIF Shareholders should read the section captioned “Certain Material U.S. Federal Income Tax Considerations” for a more complete discussion of the U.S. federal income tax consequences of the Mergers. ACIF Shareholders should consult their tax advisors to determine the tax consequences of the Mergers to them.

The Mergers are not expected to be a taxable event for BCPL Stockholders for U.S. federal income tax purposes. BCPL Stockholders should read the section captioned “Certain Material U.S. Federal Income Tax Considerations” for a more complete discussion of the U.S. federal income tax consequences of the Mergers.

Special Meeting of ACIF Shareholders

ACIF plans to hold the Special Meeting virtually on [●], 2026, at [●], Eastern Time, at the following website [●]. At the Special Meeting, ACIF Shareholders will be asked to approve the Proposals.

An ACIF Shareholder can vote at the Special Meeting if such shareholder owned ACIF Common Shares at the close of business on the Record Date. As of that date, there were [●] ACIF Common Shares issued and outstanding and entitled to vote. Approximately [●] of such total outstanding shares, or approximately [●]%, were owned beneficially or of record by trustees and executive officers of ACIF.

ACIF Board Recommendation

The ACIF Board, upon the recommendation of the ACIF Special Committee, has unanimously approved the Merger Agreement and directed that such matters be submitted to the ACIF Shareholders for approval. After careful consideration and, with respect to the Merger Proposal, on the recommendation of the ACIF Special Committee, the ACIF Board has unanimously approved, adopted and declared advisable the Merger Agreement, including the Mergers, and unanimously recommends that the ACIF Shareholders vote “FOR” the Merger Proposal and the Adjournment Proposal.

Vote Required—ACIF

Each ACIF Common Share held by a holder of record as of the Record Date (i.e., [●], 2026) has one vote on the matter to be considered at the Special Meeting or any adjournment or postponement thereof.

The Merger Proposal

The approval of the Merger Proposal requires the affirmative vote of a “majority of the outstanding voting securities” of ACIF. Under the 1940 Act, a “majority of the outstanding voting securities” of ACIF is the lesser of: (1) 67% of the ACIF Common Shares at the Special Meeting if the holders of more than 50% of the outstanding ACIF Common Shares are present virtually or represented by proxy, or (2) more than 50% of the outstanding ACIF Common Shares.

 

21

Abstentions will have the same effect as votes “AGAINST” the Merger Proposal. If the enclosed proxy card is signed and returned without any directions given, the ACIF Common Shares will be voted “FOR” the Merger Proposal.

The Adjournment Proposal

The affirmative vote of the holders of ACIF Common Shares representing a majority of all the votes cast at the Special Meeting is required to approve the Adjournment Proposal. Abstentions will have no effect on the voting outcome of the Adjournment Proposal, although abstentions will be treated as shares present for quorum purposes.

Completion of the Mergers

As more fully described elsewhere in this proxy statement/prospectus and in the Merger Agreement, the completion of the Mergers depends on a number of conditions being satisfied or, where legally permissible, waived. For information on the conditions that must be satisfied or waived for the Mergers to occur, see the section entitled “Description of the Merger Agreement—Conditions to Closing the Mergers.” While there can be no assurance as to the exact timing, or that the Mergers will be completed at all, BCPL and ACIF are working to complete the Mergers in the second quarter of 2026. It is currently expected that the Mergers will be completed promptly following approval of the Merger Proposal and the satisfaction or waiver of the other closing conditions set forth in the Merger Agreement.

Termination of the Merger

The Merger Agreement contains certain termination rights for BCPL and ACIF, as discussed below in the section entitled “Description of the Merger Agreement—Termination of the Merger Agreement.”

Management of the Combined Company

Subject to applicable law, the directors of BCPL immediately prior to the Mergers will remain the directors of BCPL and will hold office until their respective successors are duly elected and qualify, or their earlier death or incapacity, resignation or removal. Following the Mergers, BC Partners Advisors will continue to be the external investment adviser to BCPL.

Reasons for the Mergers

BCPL

The BCPL Special Committee and the BCPL Board carefully considered the approval of the Mergers and the Merger Agreement over the course of various meetings. To facilitate their consideration, the BCPL Special Committee and the BCPL Board reviewed various materials and information regarding the proposed Mergers, ACIF and the anticipated effects of the Mergers on BCPL and BCPL Stockholders, both immediately after the Mergers and over the longer term assuming that some or all of the anticipated benefits of the Mergers are realized.

The BCPL Special Committee and the BCPL Board weighed various potential benefits and risks in considering the Mergers, both with respect to the immediate effects of the Mergers on BCPL and BCPL Stockholders and with respect to the potential benefits and risks that could be experienced by the combined company after the Mergers. Some of the material factors (which are not in any relative order of importance) considered by the BCPL Special Committee and the BCPL Board that assisted them in concluding that the Mergers are in the best interests of BCPL and BCPL Stockholders included, among others:

 

•

the acquisition of a known, diversified portfolio of assets;

 

22

•

the expected increased scale and diversification of the combined company;

 

•

the expectation that the Mergers would be accretive to BCPL’s core net investment income;

 

•

the potential for pro-forma cost reductions due to the elimination of duplicative operating expenses after closing;

 

•

the greater scale and structural simplification of the combined company could allow for improved access to debt markets and the ability to obtain better borrowing terms over time;

 

•

similarities in investment strategies and risks of BCPL and ACIF;

 

•

increased stockholder liquidity to BCPL Stockholders;

 

•

the continuity of the BCPL-affiliated management team;

 

•

the tax consequences of the Mergers;

 

•

no dilution for purposes of Rule 17a-8 under the 1940 Act; and

 

•

the opinion of Keefe, Bruyette & Woods, Inc. (“KBW”), dated February 24, 2026, to the BCPL Special Committee and the BCPL Board as to the fairness, from a financial point of view and as of the date of the opinion, to BCPL of the Exchange Ratio in the First Merger, which opinion was based on and subject to various assumptions made, procedures followed, matters considered, and limitations and qualifications on the scope of review undertaken by KBW as more fully described below in the section entitled “The Mergers — Opinion of the Financial Advisor to the BCPL Special Committee.”

Some of the material risks considered by the BCPL Special Committee and the BCPL Board in concluding that the Mergers are in the best interests of BCPL and BCPL Stockholders included, among others:

 

•

the risk that the Mergers may fail to close;

 

•

the risk that the attention of management may be diverted during the period to the Mergers;

 

•

the risk that the Mergers may impose restrictions on the conduct of BCPL’s business;

 

•

the risk that if the Mergers failed to close, BCPL would be responsible for a proportion of the fees and expenses incurred in pursuit of the Mergers; and

 

•

the risk of litigation related to the Mergers.

The foregoing list does not include all the factors that the BCPL Board and the BCPL Special Committee considered in approving the proposed Mergers and the Merger Agreement. For a further discussion of the material factors considered by the BCPL Board and BCPL Special Committee see the section entitled “The Mergers — Reasons for the Mergers — BCPL.”

In coming to their recommendation, the BCPL Special Committee and the BCPL Board also considered alternatives to the proposed Mergers, including BCPL continuing on as a stand-alone entity or a merger with an unaffiliated investment company, but determined for the reasons set forth above to pursue the Mergers.

ACIF

The ACIF Board consulted with legal counsel and its financial advisor, as well as ACIF management and SCIM, and considered numerous factors, including the unanimous recommendation of the ACIF Special Committee, and the ACIF Board and the ACIF Special Committee unanimously determined that (i) the Mergers are in the best interests of ACIF and ACIF Shareholders and (ii) existing ACIF Shareholders will not be diluted for purposes of Rule 17a-8 under the 1940 Act as a result of the Mergers.

The ACIF Special Committee and the ACIF Board, with the assistance of their legal counsel and financial advisor, weighed various benefits and risks in considering the Mergers, both with respect to the immediate

 

23

effects of the Mergers on ACIF and ACIF Shareholders and with respect to the potential benefits and risks that could be experienced by the combined company after the Mergers. Important factors and risks considered by the ACIF Special Committee and the ACIF Board in determining that the Mergers are in the best interests of ACIF and ACIF Shareholders included:

 

•

expected accretion to net investment income and return in equity;

 

•

increased efficiency and portfolio management opportunities;

 

•

expected reduction in certain corporate and professional expenses;

 

•

similarities in the investment strategies and risks of ACIF and BCPL;

 

•

tax consequences and the structure of the Mergers as a tax-free reorganization;

 

•

liquidity for current ACIF Shareholders through the discretionary repurchase offer;

 

•

continuity of the BCP-affiliated management team;

 

•

no dilution for purposes of Rule 17a-8 under the 1940 Act;

 

•

failure to close for reasons beyond the control of BCPL or ACIF;

 

•

restrictions on the conduct of ACIF’s business prior to completion of the Mergers;

 

•

fees associated with the Mergers; and

 

•

the opinion of Lucid Capital Markets, LLC (“Lucid”), dated February 24, 2026, as to the fairness, from a financial point of view, to the holders of ACIF Shareholders, of the consideration to be received by the ACIF Shareholders in the Mergers as more fully described below in the section entitled “The Mergers—Opinion of the Financial Advisor to the ACIF Special Committee.”

In arriving at its recommendation, the ACIF Special Committee considered alternatives to the proposed Mergers, including ACIF’s continuation as a stand-alone entity, but determined for the reasons set forth above to pursue the Mergers.

The foregoing discussion does not include all the factors that the ACIF Board and the ACIF Special Committee considered in approving the proposed Mergers and the Merger Agreement. For a further discussion of the material factors considered by the ACIF Board and ACIF Special Committee see the section entitled “The Mergers—Reasons for the Mergers.”

ACIF Board Recommendation

The ACIF Board, upon recommendation of the ACIF Special Committee, has unanimously approved the Merger Agreement, declared the Mergers and the related transactions advisable and directed that such matters be submitted to the ACIF Shareholders for approval. After careful consideration, and on the recommendation of the ACIF Special Committee, the ACIF Board unanimously approved the Merger Agreement, declared the Mergers and the other transactions contemplated by it advisable, directed that such matters be submitted to the ACIF Shareholders for approval and unanimously recommends that ACIF Shareholders vote “FOR” the ACIF Merger Proposal.

ACIF Shareholders Do Not Have Appraisal Rights

ACIF Shareholders will not be entitled to exercise appraisal rights in connection with the Mergers under the laws of the State of Delaware.

 

24

RISK FACTORS

In addition to the other information included in this document, ACIF Shareholders should carefully consider the risks described below in determining whether to approve the Proposals. In particular, given that ACIF is an interval fund and BCPL is a BDC, ACIF Shareholders should consider risks related to additional leverage, reduced liquidity and higher management fees when considering the approval of the Merger Proposal. The information in “Item 1A. Risk Factors” in Part I of BCPL’s Annual Report on Form 10-K (file no. 814-01269) for the fiscal year ended December  31, 2025 and in “Item 1A. Risk Factors” in Part II of BCPL’s Quarterly Report on Form 10-Q (file no. 814-01269) for the quarter ended March 31, 2025 is incorporated herein by reference for general risks related to BCPL. The information in “Notes to Consolidated Financial Statements—Note 9. Risk Factors” in ACIF’s Annual Report on Form N-CSR (file no. 811-23016) for the fiscal year ended September 30, 2025 is incorporated herein by reference for general risks related to ACIF. The occurrence of any of these risks could materially and adversely affect the business, prospects, financial condition, results of operations and cash flow of BCPL and ACIF and, following the Mergers, the combined company, and might cause you to lose all or part of your investment. The risks, as set out below and incorporated by reference herein, are not the only risks BCPL and ACIF and, following the Mergers, the combined company, face, and there may be additional risks that BCPL and ACIF do not presently know of or that they currently consider not likely to have a significant impact. New risks may emerge at any time, and BCPL and ACIF cannot predict such risks or estimate the extent to which they may affect the business or financial performance of BCPL and ACIF and, following the Mergers, the combined company. See the sections entitled “Incorporation by Reference for BCPL,” “Incorporation by Reference for ACIF” and “Where You Can Find More Information” in this proxy statement/prospectus.

Risks Relating to the Mergers

Most ACIF Shareholders will experience a reduction in percentage ownership and voting power in the combined company as a result of the Mergers.

ACIF Shareholders 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 ACIF prior to the Mergers unless they hold a comparable or greater percentage ownership in BCPL. Consequently, ACIF Shareholders 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 ACIF.

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 BCPL Common Stock and ACIF Common Shares, BCPL and ACIF may issue additional shares of BCPL Common Stock and ACIF Common Shares, respectively, which would further reduce the percentage ownership of the combined company to be held by current ACIF Shareholders.

BCPL may be unable to realize the benefits anticipated by the Mergers, including estimated cost savings, or it may take longer than anticipated to achieve such benefits.

The realization of certain benefits anticipated as a result of the Mergers will depend in part on the integration of ACIF’s investment portfolio with BCPL’s investment portfolio, and the integration of ACIF’s business with BCPL’s business. Though BC Partners Advisors believes it can integrate BCPL and ACIF given the significant overlap in their respective investment portfolios, operations and governance structure, there can be no assurance that ACIF’s investment portfolio or business can be operated profitably or integrated successfully into BCPL’s operations in a timely fashion or at all. The dedication of management resources to such integration may detract attention from the day-to-day business of the combined company, and there can be no assurance that there will not be substantial costs associated with the transition process or there will not be other material adverse

 

25

effects as a result of these integration efforts. Such effects, including incurring unexpected costs or delays in connection with such integration and failure of ACIF’s investment portfolio to perform as expected, could have a material adverse effect on the financial results of the combined company.

BCPL also expects to achieve certain synergies and cost savings from the Mergers when the two companies have fully integrated their portfolios. It is possible that the estimates of these synergies and potential cost savings could ultimately be incorrect. The cost savings estimates also assume that BCPL will be able to combine its operations and ACIF’s operations in a manner that permits those cost savings to be fully realized. If the estimates turn out to be incorrect, or if BCPL is not able to successfully combine ACIF’s investment portfolio or business with its operations, the anticipated synergies and cost savings may not be fully realized (or realized at all) or may take longer to realize than expected.

The opinion delivered to the ACIF Special Committee from its financial advisor prior to the signing of the Merger Agreement will not reflect changes in circumstances since the date of the opinions.

The opinion of Lucid, financial advisor to the ACIF Special Committee, was delivered to the ACIF Special Committee on, and was dated, February 24, 2026. Changes in BCPL’s or ACIF’s operations and prospects, general market and economic conditions and other factors that may be beyond the control of BCPL or ACIF may significantly alter BCPL’s or ACIF’s respective NAVs or the respective price of shares of BCPL Common Stock or ACIF Common Shares by the time the Mergers are completed. The opinion does not speak as of the time the Mergers will be completed or as of any date other than the date of such opinions.

For a description of the opinion that the ACIF Special Committee received from Lucid, see the section entitled “The Mergers—Opinion of the Financial Advisor to the ACIF Special Committee.”

The announcement and pendency of the Mergers could adversely affect both BCPL’s and ACIF’s businesses, financial results and operations.

The announcement and pendency of the Mergers could cause disruptions in, and create uncertainty surrounding, both BCPL’s and ACIF’s 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, BCPL and ACIF have diverted, and will continue to divert, management resources towards the completion of the Mergers, which could have a negative impact on their future revenues and results of operations.

BCPL and ACIF are also subject to the restrictions on the conduct of each of their businesses prior to the completion of the Mergers set forth in the Merger Agreement. Generally, these restrictions will require BCPL and ACIF to conduct their 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 their organizational documents and enter into or modify certain material contracts. These restrictions could prevent BCPL or ACIF from pursuing otherwise attractive business opportunities, industry developments and future opportunities and may otherwise have a significant negative impact on their future investment income and results of operations.

If the Mergers do not close, ACIF will not benefit from the expenses it has incurred in pursuit of the Mergers.

The Mergers may not be completed. If the Mergers are not completed, ACIF will have incurred substantial expenses for which no ultimate benefit will have been received. ACIF 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, though certain of these charges will be deemed “reimbursed” to ACIF by SCIM pursuant to the Fee Waiver Agreement described below. It is anticipated that ACIF will bear expenses of approximately $[●] ($[●] per share) in connection with the Merger, both if consummated and not consummated.

 

26

As noted above, ACIF and SCIM have entered into the Fee Waiver Agreement pursuant to which SCIM has agreed, for each of the first through the twenty-fourth full months after the Fee Waiver Agreement becomes effective, to waive $62,500 of its management fees earned during such month. The Fee Waiver Agreement will become effective upon, and is subject to, the failure of the ACIF Shareholders to approve the Merger Proposal by the affirmative vote of a “majority of the outstanding voting securities” of ACIF at a duly held meeting of the ACIF Shareholders or at any adjournment or postponement thereof at which the Merger Proposal has been voted upon.

The termination of the Merger Agreement could negatively impact ACIF.

If the Merger Agreement is terminated, there may be various consequences, including:

 

•

the business of ACIF 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;

 

•

ACIF may not be able to find a party willing to pay an equivalent or more attractive price than the price BCPL agreed to pay in the Mergers; and

 

•

ACIF would not realize the anticipated benefits of the Mergers described in the section entitled “The Mergers—Reasons for the Mergers.”

The Merger Agreement limits the ability of ACIF to pursue alternatives to the Mergers.

The Merger Agreement includes restrictions on the ability of ACIF to solicit proposals for alternative transactions or engage in discussions regarding such proposals, subject to exceptions and termination provisions (as more fully described in the section entitled “Description of the Merger Agreement—Additional Agreements”), which could have the effect of discouraging such proposals from being made or pursued.

The Mergers are subject to closing conditions, including approval by ACIF Shareholders, 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 BCPL and ACIF.

The Mergers are subject to closing conditions, including approval of ACIF Shareholders that, if not satisfied, will prevent the Mergers from being completed. The closing condition that ACIF Shareholders approve the Merger Proposal may not be waived under applicable law and must be satisfied for the Mergers to be completed. If ACIF Shareholders do not approve the Merger Proposal and the Mergers are not completed, the resulting failure of the Mergers could have a material adverse impact on ACIF’s business and operations. In addition to the required approval of ACIF Shareholders, the Mergers are subject to a number of other conditions beyond the control of BCPL and ACIF that may prevent, delay or otherwise materially adversely affect completion of the Mergers. BCPL and ACIF cannot predict whether and when these other conditions will be satisfied. The failure to complete the Mergers would result in ACIF and ACIF Shareholders, failing to realize the anticipated benefits of the Mergers described in the section entitled “The Mergers—Reasons for the Mergers.”

BCPL and ACIF may, to the extent legally allowed, waive one or more conditions to the Mergers without resoliciting shareholder approval.

Certain conditions to BCPL’s and ACIF’s respective obligations to complete the Mergers may be waived, in whole or in part, to the extent legally allowed, either unilaterally or by mutual agreement. In the event that any such waiver does not require resolicitation of shareholders, ACIF will have the discretion to complete the Mergers without seeking further shareholder approval. The conditions requiring the approval of ACIF Shareholders, however, cannot be waived.

 

27

BCPL and ACIF 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 on BCPL or ACIF and, consequently, on the combined company following completion of the Mergers. These uncertainties may cause those that deal with BCPL or ACIF to seek to change their existing business relationships with them. In addition, the Merger Agreement restricts BCPL and ACIF from taking actions that each might otherwise consider to be in its best interest. These restrictions may prevent BCPL or ACIF from pursuing certain business operations that may arise prior to the completion of the Mergers.

Litigation filed against BCPL or ACIF in connection with the Mergers could result in substantial costs and could delay or prevent the Mergers from being completed.

From time to time, BCPL and ACIF 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 BCPL, ACIF or the combined company following the Mergers or could prevent the Mergers from being completed.

The Mergers may trigger certain “change of control” provisions and other restrictions in contracts of BCPL and ACIF or their affiliates, and the failure to obtain any required consents or waivers could adversely impact the combined company.

Certain agreements of BCPL, ACIF or their respective affiliates may require by their terms the consent or waiver of one or more counterparties in connection with the Mergers. The failure to obtain any such consent or waiver may permit such counterparties to terminate, or otherwise increase their rights or BCPL’s and ACIF’s obligations under, any such agreement because the Mergers or other transactions contemplated by the Merger Agreement may violate an anti-assignment, change of control or similar provision relating to any of such transactions. If this occurs, BCPL may have to seek to replace that agreement with a new agreement or seek an amendment to such agreement. BCPL and ACIF cannot assure you that BCPL will be able to replace or amend any such agreement on comparable terms or at all.

If any such agreement is material, the failure to obtain consents, amendments or waivers under, or to replace on similar terms or at all, any of these agreements could adversely affect the financial performance or results of operations of the combined company following the Mergers, including preventing BCPL from operating a material part of ACIF’s business.

In addition, the consummation of the Mergers may violate, conflict with, result in a breach of provisions of, or the loss of any benefit under, constitute a default (or an event that, with or without notice or lapse of time or both, would constitute a default) under, or result in the termination, cancellation, acceleration or other change of any right or obligation (including any payment obligation) under, certain agreements of BCPL and ACIF. Any such violation, conflict, breach, loss, default or other effect could, either individually or in the aggregate, have a material adverse effect on the financial condition, results of operations, assets or business of the combined company following completion of the Mergers.

The shares of BCPL Common Stock to be received by ACIF Shareholders as a result of the Merger will have different rights associated with them than the ACIF Common Shares currently held by them.

The rights associated with ACIF Common Shares are different from the rights associated with BCPL Common Stock. See the section entitled “Comparison of BCPL and ACIF Shareholder Rights.”

 

28

BCPL may incur more leverage than ACIF.

ACIF may not incur additional debt unless asset coverage is at least 300% immediately after giving effect to the issuance, whereas for BCPL, as a BDC, the same asset coverage must be at least 200% (or 150% under certain circumstances). The difference in asset coverage generally means that ACIF may only incur leverage up to a debt-to-equity ratio of approximately 1:2, whereas BCPL, which has an asset coverage of 150%, can incur leverage up to a debt-to-equity ratio of approximately 2:1. Also, ACIF is only permitted to issue a single class of debt, BCPL is able to issue multiple classes of debt. This increase in leverage could lead to opportunities to increase returns for ACIF Shareholders, but also creates the possibility of losses if the cost of leverage exceeds the return on investment.

The surviving company will offer more limited liquidity than the liquidity provided to ACIF Shareholders through ACIF’s quarterly repurchase offers.

ACIF is operated as an interval fund and is required to conduct quarterly repurchases as a fundamental policy, in accordance with Rule 23c-3. BCPL currently does not have a stock repurchase program. However, BCPL intends to adopt one following the one-year anniversary of the Mergers of up to 2.5%, subject to BCPL Board approval. Unlike an interval fund, BCPL will not be required to repurchase shares and the BCPL Board has the discretion to suspend or postpone any quarterly repurchase offer. Accordingly, not only will the percentage of outstanding shares be less, but so will the requirement by law to repurchase such shares.

 

29

COMPARATIVE FEES AND EXPENSES

The following table is intended to assist ACIF Shareholders in understanding the costs and expenses that an investor in shares of BCPL Common Stock or ACIF Common Shares bears directly or indirectly and, based on the assumptions set forth below, the pro forma costs and expenses estimated to be incurred by the combined company in the first year following completion of the Mergers. We caution you that some of the percentages indicated in the table below are estimates and may vary. Except where the context suggests otherwise, whenever this document contains a reference to fees or expenses paid or to be paid by “you,” “BCPL,” or “ACIF,” shareholders will indirectly bear such fees or expenses as investors in BCPL or ACIF, as applicable. We set forth below the BCPL and ACIF management fees, incentive fees on income and capital gains, other expenses, acquired fund fees and expenses, and total expenses, in each case, as an annualized percentage of average net assets attributable to common stock as of December 31, 2025. Due to the difference in investment strategy and corresponding leverage, the pro forma combined fund expenses reflected are based on the projected expenses for the year ended December 31, 2026 over BCPL’s projected average net for the year ended December 31, 2026 from management’s corporate model provided to each respective Special Committee’s financial advisor.

 

		Actual																								Pro Forma
		BCPL				ACIF																				BCPL
						Class A				Class C				Class I				Class L				Class W
Shareholder Transaction Expenses
Maximum Sales Load(1)			0.00	%			5.75	%			0.00	%			0.00	%			4.25	%			0.00	%			0.00	%
Early withdrawal charges on shares repurchased within 365 days of purchase(2)			0.00	%			0.50	%			1.00	%			0.00	%			0.00	%			0.00	%			0.00	%
Annual expenses (as a percentage of net assets attributable to common stock(3)(4)):
Base management fees(5)			1.94	%			1.85	%			1.85	%			1.85	%			1.85	%			1.85	%			1.76	%
Incentive fees(6)			1.58	%			0.00	%			0.00	%			0.00	%			0.00	%			0.00	%			1.85	%
Interest payments on borrowed funds(7)			7.17	%			0.46	%			0.46	%			0.46	%			0.46	%			0.46	%			5.21	%
Distribution fees (12(b)-1)			0.00	%			0.00	%			0.68	%			0.00	%			0.25	%			0.00	%			0.00	%
Shareholder servicing			0.00	%			0.20	%			0.23	%			0.00	%			0.25	%			0.24	%			0.00	%
Other expenses(8)			2.64	%			1.37	%			1.35	%			1.35	%			1.35	%			1.34	%			1.87	%
Acquired fund fees and expenses (“AFFE”)			0.05	%			1.93	%			1.93	%			1.93	%			1.93	%			1.93	%			1.37	%
Gross expenses			13.38	%			5.81	%			6.50	%			5.59	%			6.09	%			5.82	%			12.07	%
Contractual fee waiver(9)			0.00	%			(0.83	%)			(0.77	%)			(0.86	%)			(0.86	%)			(0.85	%)			0.00	%
Voluntary fee waiver			0.00	%			(0.05	%)			(0.05	%)			(0.05	%)			(0.05	%)			(0.05	%)			0.00	%
Net expenses			13.38	%			4.93	%			5.68	%			4.68	%			5.18	%			4.92	%			12.07	%
Total net annual fund operating expenses, excluding AFFE			13.33	%			3.00	%			3.75	%			2.75	%			3.25	%			2.99	%			10.70	%
Total net annual fund operating expenses, excluding interest expense and AFFE			6.16	%			2.54	%			3.29	%			2.29	%			2.79	%			2.53	%			5.48	%

(1)

Other than shares issued pursuant to the BCPL DRIP and shares issued pursuant to any private placements, BCPL is not issuing any new shares of common stock in a continuous public offering. As a result, there are no selling commissions, dealer manager fees or other sales charges to a stockholder to reflect in this table for BCPL. The expenses associated with administering BCPL’s DRIP are included in “Other Expenses.”

For ACIF:

 

•

For Class A, “maximum sales load” includes selling commissions of 5.75%, respectively, of ACIF’s public offering price per Class A share. In no event will the aggregate selling commissions exceed 5.75% of the gross offering proceeds received attributable to Class A shares.

 

30

•

For Class L, “maximum sales load” includes selling commissions of 4.25%, respectively, of ACIF’s public offering price per Class L share. In no event will the aggregate selling commissions exceed 4.25% of the gross offering proceeds received attributable to Class L shares.

 

•

For Class C, Class W and Class I, there is no sales load.

 

(2)

ACIF Shareholders tendering Class A shares fewer than 365 days after the original purchase date may be subject to an early withdrawal charge of 0.50%, which will be deducted from repurchase proceeds, if (i) the original purchase was for amounts of $1 million or more and (ii) the selling broker received the reallowance of the selling commissions.

Tenders of Class C shares fewer than 365 days after the original purchase date will be subject to an early withdrawal charge of 1.00%, which will be deducted from repurchase proceeds.

 

(3)	For the pro forma column, the projected average net assets of BCPL and ACIF combined for the year ended December 31, 2026 from management’s corporate model provided to each respective Special Committee’s financial advisor were used.

 

(4)	“Net assets attributable to common stock” equals the fiscal year to date average net assets as of December 31, 2025 for each respective company, excluding the pro forma column.

 

(5)

For BCPL, the base management fee is payable quarterly in arrears at an annual rate of 1.00% of its average gross assets, excluding cash and cash equivalents but including assets purchased with borrowed amounts, at the end of the two most recently completed calendar quarters. The management fee for any partial month or quarter will be appropriately prorated and adjusted for any share issuances or repurchases during the relevant calendar month or quarter. For purposes of the base management fee, gross assets means BCPL’s total assets determined on a consolidated basis in accordance with generally accepted accounting principles in the United States (“GAAP”), excluding cash and cash equivalents, but including assets purchased with borrowed amounts. See “Item 1. Business—Investment Advisory Agreement—Compensation of Adviser” in Part I of BCPL’s Annual Report on Form 10-K (file no. 814-01269) for the fiscal year ended December 31, 2025 for additional information. This table expresses BCPL’s management fee earned for the year ended December 31, 2025 of $1.7 million over BCPL’s average net assets of $90.7 million for the same period.

For ACIF, the base management fee is calculated daily and payable monthly at an annual rate of 1.85% of its average daily net assets during such period. See “Notes to Consolidated Financial Statements—Note 4. Advisory Fees and Other Transactions with Service Providers” in ACIF’s Annual Report on Form N-CSR (file no. 811-23016) for the fiscal year ended September 30, 2025 for additional information. This table assumes that ACIF’s net assets are $186.9 million, which was the actual amount of ACIF’s fiscal year to date average net assets as of December 31, 2025.

Following completion of the Mergers, the surviving company will be BCPL, which will continue to be externally managed by BC Partners Advisors. The pro forma base management fee has been calculated in accordance with the terms of the BCPL Investment Advisory Agreement. This table expresses the combined company’s projected management fee for the year ended December 31, 2026 of $3.1 million over the combined company’s projected average net asset assets of $175.8 million for the year ended December 31, 2026.

 

(6)

For BCPL, the incentive fee consists of two parts. The incentive fee on income is determined and payable at the end of each quarter in arrears, and equals 100% of the pre-incentive fee net investment income in excess of a 1.50% quarterly preferred return but less than 1.76% (1.818% if an exchange listing occurs), the upper level breakpoint, and 15% (17.50% if an exchange listing occurs) of the amount of pre-incentive fee net investment income that exceeds 1.76% (1.818% if an exchange listing occurs) in any calendar quarter. On an annual basis, the incentive fee equals 15.00% (17.50% if an exchange listing occurs) of income in excess of a 6.00% hurdle rate. The second component of the incentive fee, the capital gains incentive fee, payable at the end of each calendar year in arrears, equals 15.00% of cumulative realized capital gains from

 

31

inception through the end of such calendar year, computed net of all realized capital losses and unrealized capital depreciation on a cumulative basis, less the aggregate amount of any previously paid capital gains incentive fee for prior periods. See “Item 1. Business—Investment Advisory Agreement—Compensation of Adviser” in Part I of BCPL’s Annual Report on Form 10-K (file no. 814-01269) for the fiscal year ended December 31, 2025 for additional information.

For ACIF, the incentive fee is calculated and payable quarterly in arrears based upon ACIF’s “pre-incentive fee net investment income” for the immediately preceding quarter, and is subject to a hurdle rate, expressed as a rate of return on ACIF’s “adjusted capital,” equal to 2.25% per quarter (or an annualized hurdle rate of 9.0%), subject to a feature defined below as the “Catch-Up.” See “Notes to Consolidated Financial Statements—Note 4. Advisory Fees and Other Transactions with Service Providers” in ACIF’s Annual Report on Form N-CSR (file no. 811-23016) for the fiscal year ended September 30, 2025 for additional information.

For the “Actual” columns, the incentive fees referenced in the table above are based on annualized amounts of the incentive fee on income incurred year to date as of December 31, 2025.

Following completion of the Mergers, the combined company will continue to be externally managed by BCP. The pro forma incentive fees have been calculated in accordance with the terms of the BCPL Investment Advisory Agreement. This table expresses the combined company’s projected incentive fee the year ended December 31, 2026 of $3.3 million over BCPL’s projected average net asset assets of $175.8 million for the year ended December 31, 2026.

BCPL will exclude from the calculation of its incentive fees payable to BC Partners Advisors any adjustments to the cost basis of the acquired ACIF investments derived from the accounting treatment of the Mergers under ASC 805.

 

(7)

BCPL, which has an asset coverage requirement of 150%, currently borrows funds under its revolving credit facility and unsecured notes and may borrow additional funds from time to time to make investments to the extent BCPL determines that the economic situation is conducive to doing so. The costs associated with BCPL’s outstanding borrowings are indirectly borne by its investors. For purposes of this section, BCPL has computed interest expense by annualizing the interest and financings costs for the ninth months ended December 31, 2025 (year to date). As of December 31, 2025, BCPL had $125 million revolving line of credit, of which $100 million were outstanding and $25 million remained available under the credit facility, subject to leverage and borrowing base restrictions. Although BCPL does not have any current plans to issue subscription rights, preferred stock, or warrants, it may issue subscription rights, preferred stock, or warrants, subject to BCPL’s compliance with applicable requirements under the 1940 Act.

ACIF, which has an asset coverage requirement of 300%, currently borrows funds under its credit facility from time to time primarily for working capital and, to a lesser extent, to make investments to the extent ACIF determines that the economic situation is conducive to doing so. Generally speaking, ACIF does not use leverage. The costs associated with ACIF’s outstanding borrowings are indirectly borne by its investors. For purposes of this section, ACIF has computed interest expense by annualizing the interest and financings costs for the year ended December 31, 2025 (year to date). As of December 31, 2025, ACIF had $15 million outstanding and $35.0 million remaining available under ACIF’s credit facility, subject to leverage and borrowing base restrictions. Although ACIF does not have any current plans to issue subscription rights, preferred stock, or warrants, it may issue subscription rights, preferred stock, or warrants, subject to ACIF’s compliance with applicable requirements under the 1940 Act.

 

(8)

“Other expenses,” in the case of BCPL, include BCPL’s overhead expenses, including payments under the administration agreement between BCPL and BC Partners Management LLC (the “BCPL Administration Agreement”), based on BCPL’s allocable portion of overhead and other expenses incurred by BC Partners Management LLC in performing its obligations under the BCPL Administration Agreement.

“Other expenses,” in the case of ACIF, include accounting, legal and auditing fees of ACIF, offering expenses, compliance services expenses and fees payable to ACIF’s trustees who do not also serve in an executive officer capacity for ACIF or SCIM.

 

32

The “Pro Forma” column assumes the sum of amounts estimated for each of BCPL and ACIF for the combined company following the Merger and reflects decreases in duplicative costs such as professional fees for legal, audit and tax fees, directors’ fees, and other duplicative administrative and operating expenses directly related to the Merger.

 

(9)

SCIM has contractually agreed to waive all or part of its management fees and/or make payments to limit ACIF’s expenses (excluding incentive fees, all borrowing costs, dividends, amortization/accretion and interest on securities sold short, brokerage commissions, acquired fund fees and expenses and extraordinary expenses) at least until January 31, 2026, such that the total annual operating expenses of ACIF does not exceed 2.59% per annum of Class A average daily net assets, 3.34% per annum of Class C average daily net assets, 2.59% per annum of Class W average daily net assets, 2.34% per annum of Class I average daily net assets, and 2.84% per annum of Class L average daily net assets.

Example

The following example demonstrates the projected dollar amount of total cumulative expenses over various periods with respect to a hypothetical investment in BCPL, ACIF or the combined company’s common stock following completion of the Mergers on a pro forma basis. In calculating the following expense amounts, each of BCPL and ACIF has assumed that it would have no additional leverage and that its annual operating expenses would remain at the levels set forth in the tables above. Calculations for the pro forma combined company following the Mergers assume that the Mergers closed on January 1, 2026, and that the leverage and operating expenses of BCPL and ACIF remain at the levels set forth in the tables above. Estimated transaction expenses related to the Mergers are not included in the following example.

 

		1 year				3 years				5 years				10 years
You would pay the following expenses on a $1,000 investment:
BCPL, assuming a 5% annual return (assumes no return from net realized capital gains or net unrealized capital appreciation)		$	118			$	330			$	515			$	877
ACIF(1) – Class A, assuming a 5% annual return (assumes no return from net realized capital gains or net unrealized capital appreciation)		$	104			$	213			$	320			$	580
ACIF – Class C, assuming a 5% annual return (assumes no return from net realized capital gains or net unrealized capital appreciation)		$	57			$	184			$	307			$	601
ACIF – Class W, assuming a 5% annual return (assumes no return from net realized capital gains or net unrealized capital appreciation)		$	49			$	165			$	278			$	555
ACIF – Class I, assuming a 5% annual return (assumes no return from net realized capital gains or net unrealized capital appreciation)		$	47			$	158			$	269			$	539
ACIF – Class L, assuming a 5% annual return (assumes no return from net realized capital gains or net unrealized capital appreciation)		$	92			$	207			$	320			$	592
BCPL, assuming a 5% annual return (assumes return entirely from realized capital gains and thus subject to the capital gain incentive fee)		$	125			$	351			$	548			$	933
ACIF – Class A, assuming a 5% annual return (assumes return entirely from realized capital gains and thus subject to the capital gain incentive fee)		$	104			$	213			$	320			$	580

 

33

		1 year				3 years				5 years				10 years
ACIF – Class C, assuming a 5% annual return (assumes return entirely from realized capital gains and thus subject to the capital gain incentive fee)		$	57			$	184			$	307			$	601
ACIF – Class W, assuming a 5% annual return (assumes return entirely from realized capital gains and thus subject to the capital gain incentive fee)		$	49			$	165			$	278			$	555
ACIF – Class I, assuming a 5% annual return (assumes return entirely from realized capital gains and thus subject to the capital gain incentive fee)		$	47			$	158			$	269			$	539
ACIF – Class L, assuming a 5% annual return (assumes return entirely from realized capital gains and thus subject to the capital gain incentive fee)		$	92			$	207			$	320			$	592
Pro forma combined company following the Mergers
You would pay the following expenses on a $1,000 investment(2):
Assuming a 5% annual return (assumes no return from net realized capital gains or net unrealized capital appreciation)		$	102			$	286			$	446			$	760
Assuming a 5% annual return (assumes return entirely from realized capital gains and thus subject to the capital gain incentive fee)		$	110			$	307			$	479			$	815

(1)	Note that ratios for ACIF will not change whether 5% return is on realized capital gains or net investment income (“NII”) as incentive has 9% hurdle on pre-incentive NII.

(2)	Note that ratios for BCPL will not be impacted by front load or sales charges. Additionally, this assumes the surviving (combined) entity will not be impacted by front load or sales charge.

The purpose of the table is to assist an investor in understanding the various costs and expenses that an investor in the combined company will bear directly or indirectly.

While the example assumes, as required by the SEC, a 5% annual return, performance of the combined company will vary and may result in a return greater or less than 5%. The incentive fee under the BCPL Investment Advisory Agreement, which, assuming a 5% annual return, would either not be payable or have an immaterial impact on the expense amounts shown above in the example where there is no return from net realized capital gains, is not included in those examples. Under the BCPL Investment Advisory Agreement, no incentive fee would be payable if BCPL or the combined company, as applicable, has a 5% annual return with no capital gains, however, there would be incentive fees payable in the examples where the entire return is derived from realized capital gains. If sufficient returns are achieved on investments, including through the realization of capital gains, to trigger an incentive fee of a material amount, expenses, and returns to investors, would be higher. The example assumes that all dividends and other distributions are reinvested at NAV. Under certain circumstances, reinvestment of dividends and other distributions under the distribution reinvestment plan may occur at a price per share that differs from NAV.

The example and the expenses in the table above should not be considered a representation of BCPL’s or ACIF’s or, following the completion of the Mergers, the combined company’s, future expenses, and actual expenses may be greater or less than those shown.

 

34

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

This proxy statement/prospectus, including the documents incorporated by reference herein, contains statements that constitute forward-looking statements, which relate to BCPL, ACIF or, following the Mergers, the combined company, regarding future events or the future performance or future financial condition of BCPL, ACIF or, following the Mergers, the combined company. The forward-looking statements may include statements as to: future operating results of BCPL, ACIF or, following the Mergers, the combined company, and net investment income projections; business prospects of BCPL, ACIF or, following the Mergers, the combined company, and the prospects of their portfolio companies; and the impact of the investments that BCPL, ACIF or, following the Mergers, the combined company expect to make. Certain factors could cause actual results and conditions to differ materially from those projected, including the uncertainties associated with:

 

•

the ability of the parties to consummate the Mergers on the expected timeline, or at all;

 

•

the expected synergies and savings associated with the Mergers;

 

•

the ability to realize the anticipated benefits of the Mergers, including the expected elimination of certain expenses and costs due to the Mergers;

 

•

the percentage of BCPL Stockholders and ACIF Shareholders voting in favor of the proposals submitted for their approval;

 

•

the possibility that competing offers or acquisition proposals will be made;

 

•

the possibility that any or all of the various conditions to the consummation of the Mergers may not be satisfied or waived;

 

•

risks related to diverting management’s attention from ongoing business operations;

 

•

the combined company’s plans, expectations, objectives and intentions, as a result of the Mergers;

 

•

any potential termination of the Merger Agreement;

 

•

the future operating results and net investment income projections of BCPL, ACIF or, following the Mergers, the combined company;

 

•

the ability of BC Partners Advisors to implement BC Partners Advisors’ future plans with respect to the combined company;

 

•

the ability of BC Partners Advisors and its affiliates to attract and retain highly talented professionals;

 

•

the business prospects of BCPL, ACIF or, following the Mergers, the combined company, and the prospects of their portfolio companies;

 

•

the impact of the investments that BCPL, ACIF or, following the Mergers, the combined company expect to make;

 

•

the ability of the portfolio companies of BCPL, ACIF or, following the Mergers, the combined company to achieve their objectives;

 

•

the expected financings and investments and additional leverage that BCPL, ACIF or, following the Mergers, the combined company may seek to incur in the future;

 

•

the adequacy of the cash resources and working capital of BCPL, ACIF or, following the Mergers, the combined company;

 

•

the timing of cash flows, if any, from the operations of the portfolio companies of BCPL, ACIF or, following the Mergers, the combined company; and

 

•

the risk that stockholder litigation in connection with the Mergers may result in significant costs of defense and liability.

 

35

In addition, words such as “anticipate,” “believe,” “expect,” “seek,” “plan,” “should,” “estimate,” “project” and “intend” indicate forward-looking statements, although not all forward-looking statements include these words. The forward-looking statements contained in this proxy statement/prospectus involve risks and uncertainties. The actual results could differ materially from those implied or expressed in the forward-looking statements for any reason, including the factors set forth in “Item 1A. Risk Factors” in Part I of BCPL’s Annual Report on Form 10-K (file no. 814-01269) for the fiscal year ended December  31, 2025 and in “Item 1A. Risk Factors” in Part II of BCPL’s Quarterly Report on Form 10-Q (file no. 814-01269) for the quarter ended March  31, 2025 for BCPL and in “Notes to Consolidated Financial Statements—Note 9. Risk Factors” in ACIF’s Annual Report on Form N-CSR (file no. 811-23016) for the fiscal year ended September 30, 2025 for ACIF, as such factors may be updated from time to time in their periodic filings with the SEC, and elsewhere contained or incorporated by reference in this proxy statement/prospectus.

Other factors that could cause actual results to differ materially include:

 

•

changes or potential disruptions in the economy, financial markets, political environment or operations of BCPL, ACIF or, following the Mergers, the combined company;

 

•

the impact of elevated interest and inflation rates, ongoing supply chain and labor market disruptions, including those as a result of strikes, work stoppages or accidents, instability in the U.S. and international banking systems, uncertainties related to the current U.S. presidential administration and the risk of recession or a shutdown of government services;

 

•

risks associated with possible disruption in the operations of BCPL and ACIF or the economy generally due to terrorism, war or other geopolitical conditions, including revolution or insurgency (such as the ongoing conflicts between Russia and Ukraine and the conflict and escalating tensions in the Middle East), natural disasters or pandemics;

 

•

future changes in laws or regulations (including the interpretation of these laws and regulations by regulatory authorities) and conditions in BCPL’s or ACIF’s operating areas, particularly with respect to BDCs or RICs; and

 

•

other considerations that may be disclosed from time to time in the publicly disseminated documents and filings of BCPL, ACIF or, following the Mergers, the combined company.

BCPL and ACIF have based the forward-looking statements included in this proxy statement/prospectus on information available to them on the date of this presentation, and they assume no obligation to update any such forward-looking statements. Although BCPL and ACIF undertake no obligation to revise or update any forward-looking statements, whether as a result of new information, future events or otherwise, you are advised to consult any additional disclosures that they may make directly to you or through reports that BCPL and ACIF in the future may file with the SEC, including annual reports on Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K.

 

36

CAPITALIZATION

The following table sets forth (1) BCPL’s and ACIF’s actual capitalization as of December 31, 2025 and (2) BCPL’s pro forma capitalization as adjusted to reflect the effects of the Mergers. You should read this table together with BCPL’s and ACIF’s consolidated financial statements incorporated by reference herein.

 

		As of December 31, 2025 (unaudited, dollar amounts in thousands, except share and per share data)
		Actual				Actual								Pro Forma
		BCPL (acquiring fund)				ACIF (target fund)				Pro Forma Adjustments(1)				BCPL (surviving fund)
Cash and cash equivalents		$	10,370			$	1,040			$	(3,930	)		$	7,480
Debt less unamortized debt issuance costs		$	98,639			$	14,961							$	113,600
Net assets attributable to common stock		$	103,286			$	187,356			$	(3,930	)		$	286,712
Total capitalization		$	201,925			$	202,317							$	400,312	(3)
Number of shares of common stock outstanding			5,240,672				20,396,520				(10,878,106	)(2)			14,759,086
NAV per common share		$	19.71			$	9.19			$	(9.47	)		$	19.43	(4)

(1)

Pro forma adjustments reflect the combined impact of $1.5 million and $2.4 million of estimated remaining transaction expenses expected to be incurred by BCPL and ACIF, respectively, as of September 30, 2025. Transaction expenses of BCPL are capitalized and deferred, while transaction expenses of ACIF are expensed as incurred in accordance with ASC 805.

(2)

This Pro Forma adjustment reflects the shares of BCPL Common Stock issued to ACIF Shareholders based on an Exchange Ratio of 0.4660, 0.4727, 0.4660, 0.4664, and 0.4656 shares of BCPL Common Stock for each share of ACIF Class A, Class C, Class I, Class L and Class W Shares, respectively. For purposes of calculating the Exchange Ratio, the BCPL NAV and ACIF NAV was adjusted by the estimated transaction expenses which were allocated to ACIF and BCPL.

(3)	Pro forma capitalization was calculated using the closing NAV of BCPL Common Stock on December 31, 2025.

(4)

The fund may pay a distribution prior to closing in order to qualify as Regulated Investment Company under the Internal Revenue Code, to the extent necessary (a “Tax Distribution”). Assuming a transaction close date of July 31, 2026, Management currently does not anticipate needing to pay a Tax Dividend to qualify as a Regulated Investment Company.

 

37

THE SPECIAL MEETING

Date, Time and Place of the Special Meeting

The Special Meeting will be held virtually on [●], 2026, at [●], Eastern Time, at [●]. This proxy statement/prospectus and the accompanying materials are being mailed on or about [●], 2026 to stockholders of record of ACIF and are available at [●].

Purpose of the Special Meeting

At the Special Meeting, ACIF Shareholders will be asked to approve the Merger Proposal and the Adjournment Proposal.

After careful consideration, and on the recommendation of the ACIF Special Committee, the ACIF Board has unanimously approved, adopted and declared advisable the Merger Agreement, including the Mergers, and unanimously recommends that ACIF Shareholders vote “FOR” the Merger Proposal and the Adjournment Proposal.

Pursuant to ACIF’s Amended and Restated By-Laws (the “ACIF Bylaws”), only the matters set forth in the notice of the special meeting may be brought before the Special Meeting.

Record Date

The Record Date is the close of business on [●], 2026. The Record Date was established by the ACIF Board, and only holders of record of ACIF Common Shares on the Record Date are entitled to receive notice of the Special Meeting and vote at the Special Meeting. As of the Record Date, there were [●] ACIF Common Shares issued and outstanding and entitled to vote.

Quorum

For ACIF to conduct business at the Special Meeting, a quorum of ACIF Shareholders must be present. Thirty-three and one-third percent (33-1/3%) of the ACIF Common Shares entitled to be cast at the Special Meeting must be present in person or represented by proxy to constitute a quorum at the Special Meeting. Abstentions will be treated as shares present for quorum purposes.

Vote Required

Each share of ACIF Common Shares held by a holder of record as of the Record Date (i.e., [●]) has one vote on the matter to be considered at the Special Meeting or any adjournment or postponement thereof.

The Merger Proposal

The approval of the Merger Proposal requires the affirmative vote of a “majority of the outstanding voting securities” of ACIF. Under the 1940 Act, a “majority of the outstanding voting securities” of ACIF is the lesser of: (1) 67% of the ACIF Common Shares at the Special Meeting if the holders of more than 50% of the outstanding ACIF Common Shares are present virtually or represented by proxy, or (2) more than 50% of the outstanding ACIF Common Shares. Abstentions will have the effect as votes “AGAINST” the Merger Proposal.

The Adjournment Proposal

The affirmative vote of the holders of ACIF Common Shares representing a majority of all the votes cast at the Special Meeting is required to approve the Adjournment Proposal. Abstentions will have no effect on the voting outcome of the Adjournment Proposal, although abstentions will be treated as shares present for quorum purposes.

 

38

Voting of Management

On the Record Date, ACIF’s executive officers and trustees owned and were entitled to vote approximately [●] ACIF Common Shares, representing approximately [●]% of the outstanding of ACIF Common Shares on the Record Date. None of ACIF’s executive officers or directors has entered into any voting agreement relating to the Mergers.

Voting of Proxies

ACIF encourages ACIF Shareholders to vote their shares, either by voting at the Special Meeting or by authorizing a proxy to vote their shares, which means that ACIF Shareholders authorize someone else to vote their shares. Shares represented by duly executed proxies will be voted in accordance with the applicable ACIF Shareholder’s instructions. If an ACIF Shareholder executes a proxy without specifying its voting instructions, such ACIF Shareholder’s shares will be voted “FOR” the Merger Proposal.

An ACIF Shareholder may also authorize a proxy by telephone or through the Internet by using the toll-free telephone numbers or web address printed on your proxy card. Authorizing a proxy by telephone or through the Internet requires you to input the control number located on your proxy card. After inputting the control number, you will be prompted to direct your proxy to vote on the Proposals. You will have an opportunity to review your directions and make any necessary changes before submitting your directions and terminating the telephone call or Internet link.

 

•

By Internet: [●] or scanning the QR Barcode on the enclosed proxy card.

 

•

By telephone: [●] to reach a toll-free, automated touchtone voting line, or [●] Monday through Friday [9:00 a.m. until 9:00 p.m.] Eastern Time to reach a toll-free, live operator line.

 

•

By mail: You may also authorize a proxy to vote your shares by mail by following the directions and indicating your instructions on the enclosed proxy card, dating and signing the proxy card, and promptly returning the proxy card in the envelope provided, which requires no postage if mailed in the United States. Please allow sufficient time for your proxy card to be received on or prior to 11:59 p.m., Eastern Time, on [●], 2026.

Important notice regarding the availability of proxy materials for the Special Meeting. The proxy statement/prospectus and the proxy card are available at www.proxyvote.com.

Revocability of Proxies

If you are a shareholder of record of ACIF, you have the unconditional right to revoke your proxy at any time prior to the voting thereof by (i) notifying Broadridge in writing prior to the vote at the Special Meeting; (ii) submitting a later-dated proxy either by telephone, via the Internet or in the mail to Broadridge; or (iii) by attending the Special Meeting and voting online. No written revocation of your proxy will be effective, however, unless and until it is received at or prior to the Special Meeting. If you hold ACIF Common Shares through a broker or nominee, you must follow the instructions you receive from them in order to revoke your voting instructions. Participating in the virtual Special Meeting does not revoke your proxy unless you also vote online at the Special Meeting.

Solicitation of Proxies

BCPL and ACIF will bear the cost of preparing, assembling and mailing this proxy statement/prospectus and the accompanying Notice of Special Meeting of ACIF Shareholders and proxy cards, as applicable[, based on their respective number of shareholders]. ACIF intends to use the services of Broadridge to aid in the solicitation of proxies for an estimated fee of approximately $[●] plus pass through charges. No additional compensation will be paid to directors, officers or regular employees for such services. For more information

 

39

regarding expenses related to the Mergers, see “Questions and Answers about the Mergers—Who is responsible for paying the expenses relating to completing the Mergers?”

Appraisal Rights

ACIF Shareholders do not have the right to exercise appraisal rights with respect to any matter to be voted upon at the Special Meeting.

 

40

THE MERGERS

The discussion in this proxy statement/prospectus, which includes the material terms of the Mergers and the principal terms of the Merger Agreement, is subject to the Merger Agreement, a copy of which is attached as Annex A to this proxy statement/prospectus.

General Description of the Mergers

The Mergers will result in the combination by merger of BCPL and ACIF, with BCPL as the surviving company. The proposed reorganization will occur in two separate transactions. Pursuant to the terms of the Merger Agreement, at the Effective Time, Merger Sub will be merged with and into ACIF (i.e., the Merger will occur). ACIF will be the surviving company in the Merger and will continue its existence as a statutory trust under the laws of the State of Delaware and a direct wholly owned subsidiary of BCPL. As of the Effective Time, the separate corporate existence of Merger Sub will cease. Following the occurrence of the Effective Time, ACIF as the surviving company will merge with and into BCPL (i.e., the Second Merger will occur). BCPL will be the surviving company in the Second Merger and will continue its existence as a corporation under the laws of the State of Maryland. At such time, the separate corporate existence of ACIF will cease. Subject to the terms and conditions of the Merger Agreement, at the Effective Time, each ACIF Common Share issued and outstanding immediately prior to the Effective Time (other than Cancelled Shares) will be converted into the right to receive a number of shares of BCPL Common Stock equal to the Exchange Ratio (cash will be paid in lieu of fractional shares), in all cases without interest. ACIF has no preferred stock outstanding, and no preferred stock will be issued by BCPL as a result of the Merger.

Based on the number of ACIF Common Shares and shares of BCPL Common Stock issued and outstanding and the NAVs of BCPL and ACIF as of December 31, 2025, BCPL would issue approximately 9.5 million shares of BCPL Common Stock to ACIF Shareholders in the aggregate in the Merger, resulting in pro forma ownership of approximately 35% for current BCPL Stockholders and approximately 65% for current ACIF Shareholders.

Following the Mergers, BCPL will continue to be advised by BC Partners Advisors and will have the same investment objectives and strategies as it had before the Mergers.

Background of the Mergers

The ACIF Board and the BCPL Board regularly evaluate the strategic direction and ongoing business plans of ACIF and BCPL, respectively, with a view towards enhancing shareholder and stockholder value. In furtherance thereof, each board from time to time considers a broad range of business opportunities and strategic alternatives available to it, including whether or not to engage in a strategic transaction.

As part of these evaluations, the ACIF Board and the BCPL Board have frequently explored means of enhancing value for both ACIF Shareholders and the BCPL Stockholders, including by enhancing the size and scale of ACIF and BCPL. The ACIF Board and BCPL Board have focused their efforts on opportunities to provide additional scale to ACIF and BCPL, respectively, because increased scale generally will provide greater portfolio diversification and help with other portfolio metrics and improve access to capital. In addition, the ACIF Board and the BCPL Board have discussed strategic transactions as a means of potentially lowering operating expenses as a percentage of net assets and potentially lowering the combined company’s cost of debt capital.

In the course of considering strategic alternatives, the ACIF Board and the BCPL Board considered a transaction whereby ACIF would combine with BCPL (the “Potential Transaction”), as they were managed by affiliated investment advisers and have similar, though not identical, investment objectives.

On April 25, 2025, a joint meeting of the BCPL Board and the ACIF Board was held by videoconference, with representatives of BC Partners Advisors, SCIM (collectively, the “Advisers”), Simpson Thacher, Skadden,

 

41

Arps, Slate, Meagher & Flom LLP (“Skadden”), legal counsel to the directors who are not “interested persons” of BCPL, and Thompson Hine LLP (“Thompson Hine”), legal counsel to ACIF, in attendance, among others, to discuss a detailed proposal prepared by the Advisers, including a financial analysis regarding the Potential Transaction.

At the joint meeting on April 25, 2025, in connection with its deliberations regarding the Potential Transaction, the BCPL Board met separately in an executive session to discuss the formation of the BCPL Special Committee and certain matters regarding the engagement of independent legal counsel by the BCPL Special Committee. Following such discussion, the BCPL Board approved (i) the evaluation of the Potential Transaction and (ii) the formation of the BCPL Special Committee to review and negotiate the Potential Transaction. The BCPL Special Committee is comprised solely of Messrs. Robert Warshauer and Joseph Morea, who are not “interested persons” (as such term is defined in the 1940 Act) of BCPL (i.e., the BCPL Independent Directors).

During the meeting, the BCPL Board delegated to the BCPL Special Committee the power and authority of the BCPL Board to, and directed the BCPL Special Committee to: (i) review, evaluate and investigate the Potential Transaction, (ii) monitor and direct the process and procedures followed by BCPL for, and directly participate in, the review, evaluation and investigation of the Potential Transaction, (iii) monitor and direct the process and procedures followed by BCPL for, and directly participate in, the negotiation of the terms of the Potential Transaction, (iv) retain, at BCPL’s sole expense, such financial, legal and other advisors as the BCPL Special Committee may deem to be necessary or appropriate for the BCPL Special Committee to discharge its duties on such terms as the BCPL Special Committee may approve, (v) determine whether the Potential Transaction is advisable and is fair to, and in the best interests of, BCPL and the BCPL Stockholders, and (vi) take such other actions as the BCPL Special Committee may deem to be necessary or appropriate for the BCPL Special Committee to discharge its duties. The BCPL Special Committee was not given the authority to approve the Potential Transaction or to cause BCPL to consummate the Potential Transaction, as such powers of approval and consummation were retained by the BCPL Board.

Also at the joint meeting on April 25, 2025, the BCPL Board and the ACIF Board discussed potential benefits of the Potential Transaction. Mr. Satoren, Chief Financial Officer, Treasurer and Secretary of ACIF, stated that the increased size and scale of the combined company should translate to lower operating expenses as a percentage of net assets and potentially lower the combined company’s cost of debt capital. Mr. Satoren then provided an overview of the pro forma financial statements presented to the participants in the meeting and stated that the financial statements were meant to capture what the financials of a combined company could look like. He further explained the portfolio composition of each company and noted that several portfolio positions could be rotated following the Potential Transaction. Mr. Satoren further stated that the potential combined company would hold a significant amount of relatively liquid instruments and also have cash and cash equivalents that could be deployed immediately following the Potential Transaction.

In connection with the evaluation of the Potential Transaction, the BCPL Special Committee determined to engage Skadden as counsel to the BCPL Special Committee and KBW as financial advisor the BCPL Special Committee. Skadden also confirmed its ability to serve as “independent legal counsel” for the BCPL Special Committee as defined in the 1940 Act.

On June 20, 2025, Simpson Thacher sent an initial draft of the Merger Agreement to Skadden and Thompson Hine.

Between July 2025 and January 2026, Skadden, Thompson Hine and Simpson Thacher exchanged comments to the draft Merger Agreement.

On August 20, 2025, the BCPL Board and the ACIF Board met by video conference, with representatives of the Advisers, KBW, Lucid, Simpson Thacher, Skadden, and Thompson Hine in attendance, to discuss the

 

42

confidential submission of a draft registration statement on Form N-14 (the “Draft Form N-14”) to the SEC as part of a registration statement filed by BCPL in connection with the Potential Transaction. Mr. Satoren, Chief Financial Officer, Treasurer and Secretary of ACIF, provided an overview of the process of submitting the Draft Form N-14. Mr. Satoren then stated that the transaction was proposed to be completed on a NAV-for-NAV basis and that, from the point of view of the Advisers, the Potential Transaction was not expected to be dilutive to ACIF Shareholders or BCPL Stockholders under Rule 17a-8 of the 1940 Act.

Later during the meeting, the BCPL Special Committee met in a separate session to (i) discuss the submission of the Draft Form N-14, (ii) discuss the status of the financial analysis of the Potential Transaction and (iii) consider whether to recommend the submission of the Draft Form N-14 to the BCPL Board. Following the conclusion of the BCPL Special Committee session, the members of the BCPL Special Committee, the ACIF Special Committee, Thompson Hine, Lucid, Skadden and KBW rejoined the meeting. After the executive session of each of the BCPL Special Committee and the ACIF Special Committee, the BCPL Board and the ACIF Board reconvened in a joint session. At the reconvened meeting, Mr. Morea, a member of the BCPL Special Committee, reported that the BCPL Special Committee had reviewed and discussed the submission of the Draft Form N-14 and certain other matters, and had determined to recommend the submission of the Draft Form N-14 to the BCPL Board.

Following such discussion, the BCPL Board unanimously approved the preparation and confidential submission of the Draft Form N-14 with the SEC.

On September 26, 2025, Simpson Thacher confidentially submitted the Draft Form N-14 to the staff of the SEC.

On December 12, 2025, Simpson Thacher received comments via telephone from the staff of the SEC regarding the Draft Form N-14.

On January 9, 2026, Simpson Thacher confidentially submitted a revised Draft Form N-14 along with a comment response letter to the staff of the SEC.

On January 12, 2026, Simpson Thacher sent Skadden and Thompson Hine a revised draft of the Merger Agreement.

On February 10, 2026, Simpson Thacher sent Skadden and Thompson Hine draft disclosure schedules for BCPL (the “BCPL Disclosure Schedules”) and ACIF (the “ACIF Disclosure Schedules”).

On February 24, 2026, the BCPL Board and the ACIF Board met by videoconference, with representatives of the Advisors, KBW, Lucid, Simpson Thacher, Skadden and Thomson Hine in attendance, to discuss and approve various matters related to the Potential Transaction. During this meeting, the BCPL Special Committee and the ACIF Special Committee separately met in executive session to review and evaluate the Potential Transaction.

At the executive session of the BCPL Special Committee, at the request of the BCPL Special Committee, KBW reviewed its financial analyses with respect to the Potential Transaction, among other considerations related to its opinion. Thereafter, as requested by the BCPL Special Committee, KBW rendered an opinion to the BCPL Special Committee, which opinion was rendered orally and confirmed in writing by delivery of KBW’s written opinion addressed to the BCPL Special Committee and the BCPL Board dated February 24, 2026, to the effect that, as of the date of such opinion and based upon and subject to the various assumptions, limitations, qualifications and other matters set forth therein, the Exchange Ratio in the First Merger was fair, from a financial point of view, to BCPL. Representatives of KBW left the executive session, and representatives of Skadden reviewed the fiduciary duties of the members of the BCPL Special Committee and related 1940 Act considerations, including those related to Rule 17a-8 under the 1940 Act, and other matters.

 

43

Following a discussion of the foregoing matters and the other matters presented, the BCPL Special Committee unanimously (i) determined that the Merger Agreement and the terms of the Mergers and the Potential Transaction are advisable and in the best interests of BCPL; (ii) determined that the interests of existing BCPL Stockholders will not be diluted within the meaning of Rule 17a-8 under the 1940 Act as a result of the Potential Transaction; and (iii) recommended to the BCPL Board that (a) the BCPL Board determine that the Merger Agreement and the terms of the Mergers and the Potential Transaction are advisable and in the best interests of BCPL; (b) the BCPL Board determine that the interests of existing BCPL Stockholders will not be diluted within the meaning of Rule 17a-8 under the 1940 Act as a result of the Potential Transaction; and (c) the BCPL Board approve, adopt and declare advisable the Merger Agreement and the Potential Transaction.

At the executive session of the ACIF Special Committee, at the request of the ACIF Special Committee, Lucid reviewed its financial analyses with respect to the Potential Transaction, among other considerations related to its opinion. Thereafter, as requested by the ACIF Special Committee, Lucid rendered an opinion to the BCPL Special Committee, which opinion was rendered orally and confirmed in writing by delivery of Lucid’s written opinion addressed to the ACIF Special Committee and the ACIF Board dated February 24, 2026, to the effect that, as of the date of such opinion and based upon and subject to the various assumptions, limitations, qualifications and other matters set forth therein, the Exchange Ratio in the First Merger was fair, from a financial point of view, to the holders of ACIF Common Shares. Representatives of Lucid left the executive session, and representatives of Thompson Hine reviewed the fiduciary duties of the members of the ACIF Special Committee and related 1940 Act considerations, including those related to Rule 17a-8 under the 1940 Act, and other matters.

Following a discussion of the foregoing matters and the other matters presented, the ACIF Special Committee unanimously (i) determined that the Merger Agreement and the terms of the Mergers and the Potential Transaction are advisable and in the best interests of ACIF; (ii) determined that the interests of existing ACIF Shareholders will not be diluted within the meaning of Rule 17a-8 under the 1940 Act as a result of the Potential Transaction; and (iii) recommended to the ACIF Board that (a) the ACIF Board determine that the Merger Agreement and the terms of the Mergers and the Potential Transaction are advisable and in the best interests of ACIF; (b) the ACIF Board determine that the interests of existing ACIF Shareholders will not be diluted within the meaning of Rule 17a-8 under the 1940 Act as a result of the Potential Transaction; and (c) the ACIF Board approve, adopt and declare advisable the Merger Agreement and the Potential Transaction.

After the executive session of each Special Committee, the BCPL Board and the ACIF Board reconvened in joint session, and later during the meeting, on the unanimous recommendation of the BCPL Special Committee, the BCPL Board unanimously (i) determined that the Merger Agreement and the terms of the Mergers and the Potential Transaction are advisable and in the best interests of BCPL and BCPL Stockholders; (ii) determined that the interests of existing BCPL Stockholders will not be diluted within the meaning of Rule 17a-8 under the 1940 Act as a result of the Potential Transaction; and (iii) approved, adopted and declared advisable the Merger Agreement and the Potential Transaction. Further, on the unanimous recommendation of the ACIF Special Committee, the ACIF Board unanimously (i) determined that the Merger Agreement and the terms of the Mergers and the Potential Transaction are advisable and in the best interests of ACIF and ACIF Shareholders; (ii) determined that the interests of existing ACIF Shareholders will not be diluted within the meaning of Rule 17a-8 under the 1940 Act as a result of the Potential Transaction; (iii) approved, adopted and declared advisable the Merger Agreement and the Potential Transaction; (iv) directed the approval of the Mergers and any other matters required to be approved or adopted by the ACIF Shareholders in order to effect the Potential Transaction be submitted to ACIF Shareholders; (v) approved, adopted and declared advisable the Fee Waiver Agreement; and (vi) recommended that the ACIF Shareholders approve the Mergers and any other matters required to be approved or adopted by ACIF Shareholders in order to effect the Potential Transaction.

For more information concerning the terms and provisions of the Merger Agreement as negotiated by the parties, see “Description of the Merger Agreement.”

 

44

Reasons for the Mergers

BCPL

The BCPL Special Committee and the BCPL Board carefully considered the approval of the Mergers and the Merger Agreement over the course of various meetings. To facilitate their consideration, the BCPL Special Committee and the BCPL Board reviewed various materials and information regarding the proposed Mergers, ACIF and the anticipated effects of the Mergers on BCPL and BCPL Stockholders, both immediately after the Mergers and over the longer term assuming that some or all of the anticipated benefits of the Mergers are realized.

Over the course of its review of the materials and information provided and its consideration of the Mergers, the BCPL Special Committee and the BCPL Board consulted with their legal advisor, Skadden, as well as BCPL’s management and BC Partners Advisors. In addition, the BCPL Special Committee was advised as to certain financial matters by KBW. The BCPL Special Committee and the BCPL Board received and considered the opinion of KBW, dated February 24, 2026, as to the fairness, from a financial point of view and as of the date of the opinion, of the Exchange Ratio to BCPL, which opinion was based on and subject to various assumptions made, procedures followed, matters considered, and limitations and qualifications on the scope of review undertaken by KBW, as more fully described in the section entitled “The Merger—Opinion of the Financial Advisor to the BCPL Special Committee.” The BCPL Board and the BCPL Special Committee considered the nature and adequacy of the information provided, including the terms of the Merger Agreement, their duties under state and federal law in considering and ultimately approving the Merger Agreement and the Mergers and the conflicts of interest presented by the transactions provided for in the Merger Agreement. The BCPL Special Committee considered numerous factors, including the ones described below, in connection with their consideration and approval of the Merger Agreement and the Mergers. On February 24, 2026, the BCPL Special Committee unanimously determined that the Mergers are in the best interests of the BCPL Stockholders, and that existing BCPL Stockholders will not suffer any dilution (for purposes of Rule 17a-8 under the 1940 Act) as a result of the Mergers and recommended that the BCPL Board approve the Mergers and the Merger Agreement. On February 24, the BCPL Board unanimously determined that the Mergers are in the best interests of BCPL and in the best interests of BCPL Stockholders, and that existing BCPL Stockholders will not suffer any dilution for purposes of Rule 17a-8 under the 1940 Act as a result of the Mergers.

In considering the Mergers, the BCPL Board, with the participation of the BCPL Special Committee, reviewed comparative information about BCPL and ACIF, including, among other items: (i) their respective investment objectives, strategies, policies and restrictions; (ii) their existing leverage facilities and permissible asset coverage ratio under the 1940 Act; (iii) their short-term and long-term investment performance history and financial results; (iv) the level of past distributions and expenses and the anticipated effect of the Mergers on future net investment income, distributions and expenses; (v) their respective investment advisory agreements and expense ratios; (vi) the current general lack of liquidity for stockholders of BCPL and the proposed quarterly tender offers that would commence 12 months after the completion of the Mergers; and (vii) the U.S. federal income tax implications of the Mergers. In addition, the BCPL Board and the BCPL Special Committee reviewed comprehensive information regarding the anticipated immediate and long-term benefits and possible risks to BCPL and BCPL Stockholders as a result of the Mergers, and the investment, leverage and financial benefits anticipated to be experienced by the combined company. The BCPL Special Committee also considered the financial aspects of the Mergers in consultation with KBW.

The BCPL Special Committee and the BCPL Board weighed various potential benefits and risks in considering the Mergers, both with respect to the immediate effects of the Mergers on BCPL and BCPL Stockholders and with respect to the potential benefits and risks that could be experienced by the combined company after the Mergers. Some of the material factors (which are not in any relative order of importance) considered by the BCPL Special Committee and the BCPL Board that assisted them in concluding that the Mergers are in the best interests of BCPL and BCPL Stockholders included, among others:

 

45

Strong Combined Portfolio Company Metrics. The BCPL Special Committee and the BCPL Board considered that a combined portfolio would result in approximately $491 million of investments on a pro forma basis based on balance sheet data as of December 31, 2025 with increased portfolio diversity and other beneficial portfolio metrics.

Expected Accretion to Core Net Investment Income. The BCPL Special Committee and the BCPL Board considered that the Mergers are expected to be accretive to core net investment income in the long term. The BCPL Special Committee and the BCPL Board noted that BCPL expects, in the long term, accretion to the combined company’s core net investment income to be delivered primarily by expense savings through the realization of operating cost synergies (see “Certain Expected Expense Savings”).

Certain Expected Expense Savings. The BCPL Special Committee and the BCPL Board considered that, as a result of the Mergers, certain redundant professional services and other corporate expenses are expected to be eliminated or reduced, which would reduce the potential expenses of the combined company as compared to the aggregate expenses of ACIF and BCPL on a standalone basis.

Ability to Increase Efficiency and Reduce Liability. The BCPL Special Committee and the BCPL Board considered how the combined company’s larger scale would be expected to improve access to more diverse and lower cost sources of capital compared to what BCPL would be expected to obtain without the scale provided by the Mergers. For example, the larger scale of the combined company may allow the combined company to more efficiently manage credit facilities and reduce liability costs over time through increased scale. The BCPL Special Committee and the BCPL Board considered that increased total assets could provide greater access to more diverse sources of financing and reduce the cost of future debt financings than what may be negotiated by BCPL on a standalone basis.

Similarities in Investment Strategies and Risks. The BCPL Special Committee and BCPL Board reviewed the investment objectives and strategies of ACIF and noted that, although they are not identical, they are similar to the objectives and strategies of BCPL. Specifically, the BCPL Special Committee and BCPL Board noted and considered that BCPL’s investment objective is to generate current income and, to a lesser extent, capital appreciation by investing primarily in private middle-market companies in the form of secured debt, unsecured debt, other debt and/or equity securities, and ACIF’s investment objectives are to produce current income and achieve capital preservation with moderate volatility and low to moderate correlation to the broader equity markets. The Advisers anticipate that following the Mergers the combined entity will benefit from efficiencies in portfolio management and oversight as a result of managing one combined entity. In this connection, the BCPL Special Committee and BCPL Board considered that BCPL and ACIF are each externally managed by affiliates of BCPL and, after the Mergers, BCPL Stockholders would be invested in a similarly structured investment vehicle (other than as noted elsewhere in this section). As such, BCPL Stockholders will receive the benefits described in this section without significant change to their investment exposure or outcomes.

Increased Stockholder Liquidity. The BCPL Special Committee and the BCPL Board also considered that, beginning 12 months after the completion of the Mergers, BCPL will begin conducting quarterly tender offers equal to 2.5% of its net assets, thereby providing increased liquidity to BCPL Stockholders. The BCPL Special Committee and the BCPL Board noted that increased liquidity may increase interest by a larger number of potential stockholders, which could provide greater flexibility and opportunity for the combined company to raise additional equity capital in the future.

Continuity of BCPL-Affiliated Management Team. The BCPL Special Committee and the BCPL Board considered that, following the Merger, the combined company would have the same investment adviser and management team that have already been considered and approved by the BCPL Board. The BCPL Special Committee and the BCPL Board considered that, because the investment adviser would remain unchanged and the management team will remain substantially similar as a result of the Mergers, the combined entity and the

 

46

BCPL Stockholders would be expected to receive the same nature, quality and extent of services that they are currently receiving and could continue to benefit from the experience and expertise of its current management team, including familiarity with the investment portfolio.

The Structure of the Mergers. The BCPL Special Committee and the BCPL Board considered that BCPL and BCPL Stockholders are not expected to recognize any gain or loss for U.S. federal income tax purposes as a result of the Mergers.

No Dilution for Purposes of Rule 17a-8 under the 1940 Act. The BCPL Special Committee and the BCPL Board considered that the Exchange Ratio (and thus the number of shares of BCPL Common Stock to be issued to ACIF Shareholders pursuant to the Merger Agreement) will be determined on a NAV-for-NAV basis (determined shortly before the Closing Date on the basis of methodologies that were considered and approved by the BCPL Board), supporting a determination that the interests of the BCPL Stockholders will not be diluted for purposes of Rule 17a-8 under the 1940 Act as a result of the Mergers.

Potential Benefits of the Mergers as Compared to Other Strategic Options. The BCPL Special Committee and the BCPL Board considered the potential benefits of the Mergers, including the anticipated expense savings, acquisition of a known, diversified portfolio with significant overlap and other benefits noted above, relative to other strategic options, such as a merger between BCPL and an unaffiliated investment company.

Opinion of KBW, Financial Advisor to the BCPL Special Committee. The BCPL Special Committee considered the financial presentation, dated February 24, 2026, of KBW provided to and reviewed with the BCPL Special Committee and the opinion, dated February 24, 2026, of KBW to the BCPL Special Committee and the BCPL Board regarding, as of the date of the opinion, the fairness, from a financial point of view, to the holders of BCPL Common Stock of the Exchange Ratio in the First Merger, as more fully described below in the section entitled “The Mergers—Opinion of the Financial Advisor to the BCPL Special Committee.” At the request of the BCPL Special Committee, KBW also attended the special telephonic and video meeting of the BCPL Board following the delivery of its opinion to provide the BCPL Board with the opportunity to discuss KBW’s opinion.

When considering the information described above, including all of the anticipated effects of the Mergers on BCPL and BCPL Stockholders and the related pro forma information, the BCPL Special Committee and the BCPL Board noted that information based on projections and assumptions may be incorrect, is subject to change, and may fluctuate over time. The BCPL Board acknowledged that the pro forma information and the projections and assumptions on which the potential expenses, earnings, yield, dividend and trading price information is based depends on many factors and variables, including among other things, asset mix, the performance of individual investments, changing cost of service providers, portfolio turnover level, leverage, the cost of leverage, changes in interest rates and general market conditions. The BCPL Special Committee and the BCPL Board noted that there is no assurance that any of the potential benefits to BCPL or BCPL Stockholders as a result of the Mergers will be realized, including any anticipated synergies, and that the combined company could experience unanticipated detrimental effects.

In the course of their deliberations, the BCPL Board and the BCPL Special Committee also considered a variety of risks and certain potentially negative factors that could cause the Mergers not to close or the anticipated benefits of the Mergers not to be realized, including the following (which are not in any relative order of importance):

 

•

Failure to Close. The Mergers may not be completed or completion may be unduly delayed for reasons beyond the control of ACIF or BCPL, including an inability to obtain the required ACIF Shareholder approval.

 

•

Management Diversion. It is possible that the attention of management may be diverted during the period prior to completion of the Mergers, which may adversely affect BCPL’s business.

 

47

•

Restrictions on Conduct of Business. The restrictions on the conduct of BCPL’s business prior to completion of the Mergers, requiring BCPL to conduct its business only in the ordinary course of business and consistent with past practice and its investment objectives and policies as publicly disclosed, subject to specific limitations, could delay or prevent BCPL from undertaking certain business opportunities that may arise pending completion of the Mergers.

 

•

Fees Associated with the Mergers. Except for certain expenses that will be shared with ACIF by reference to BCPL’s and ACIF’s respective net asset values as of December 31, 2025, BCPL will be responsible for the expenses incurred by BCPL in connection with the Mergers and the completion of the transactions contemplated by the Merger Agreement, whether or not the Mergers are ultimately consummated.

 

•

Litigation Risk. Mergers are frequently the subject of litigation. If any litigation arises in connection with the Mergers, even if any plaintiff’s claims are without merit, it could divert management time and resources away from BCPL’s business.

 

•

Other Risks. There are various other risks associated with the Mergers, the business of BCPL and the combined company described in the section entitled “Risk Factors” and in the section entitled “Special Note Regarding Forward-Looking Statements.”

This discussion of the information and factors considered by the BCPL Special Committee and the BCPL Board in making their decisions is not intended to be exhaustive, but includes the material benefits, risks and other factors considered by the BCPL Special Committee and the BCPL Board. Because of the wide variety of factors considered in connection with the evaluation of the Mergers and the Merger Agreement and the complexity of those matters, the BCPL Board and the BCPL Special Committee did not find it useful to, and did not attempt to, quantify, rank or otherwise assign relative weights to these factors. In addition, the individual members of the BCPL Special Committee and the BCPL Board may have given different weights to different factors.

The BCPL Special Committee consulted with KBW, as its financial advisor, in connection with its evaluation of the financial terms of the Mergers. In addition, the BCPL Special Committee and the BCPL Board relied on their respective legal advisors for legal analysis in connection with the transactions contemplated by the Merger Agreement, including the Mergers.

The BCPL Special Committee and, upon the unanimous recommendation of the BCPL Special Committee, the BCPL Board considered all of these factors and others as a whole and, on balance, determined the Mergers to be in the best interests of BCPL and BCPL Stockholders and unanimously approved the Mergers and the Merger Agreement.

ACIF

The ACIF Special Committee and the ACIF Board carefully considered the approval of the Mergers and the Merger Agreement over the course of various telephonic and videoconference meetings. To facilitate their consideration, including in response to requests from the ACIF Special Committee, SCIM provided the ACIF Special Committee and the ACIF Board with various materials and information regarding the proposed Mergers, BCPL and the anticipated effects of the Mergers on ACIF and ACIF Shareholders, both immediately after the Mergers and over the longer-term, assuming that some or all of the anticipated benefits of the Mergers are realized. Such materials and information included a broad range of data concerning portfolio holdings (including investments and positions held by both ACIF and BCPL), investment valuation analyses, comparative fee data and pro forma projections regarding operating expenses and returns following the Mergers, potential tax consequences of the Mergers and projected transaction costs of the Mergers, among other things.

Throughout the process of reviewing the materials and information provided and considering the Mergers, the ACIF Special Committee and the ACIF Board conferred with Lucid, as well as management of SCIM. The

 

48

ACIF Special Committee and the ACIF Board considered the nature and adequacy of the information provided, the terms of the Merger Agreement, their duties under state and federal law in considering and ultimately approving the Merger Agreement and the Mergers and any conflicts of interest presented by the transactions provided for in the Merger Agreement. The ACIF Special Committee and the ACIF Board considered numerous factors, including the ones described below, in connection with their consideration and approval of the Merger Agreement and the Mergers. On February 24, 2026, the ACIF Special Committee and the ACIF Board unanimously determined that the Mergers are advisable and in the best interests of ACIF and ACIF Shareholders, and that existing ACIF Shareholders will not be diluted (for purposes of Rule 17a-8 under the 1940 Act) because of the Mergers.

In considering the Mergers, the ACIF Special Committee reviewed comparative information about ACIF and BCPL, including, among other items: (i) their respective investment objectives, strategies, policies and restrictions and what changes would occur as a result of the Mergers; (ii) their portfolio compositions; (iii) their short-term and long-term investment performance history and financial results; (iv) the level of past distributions and expenses and the anticipated effect of the Mergers on future net investment income, distributions and expenses; (v) their respective investment advisory agreements and any differences in the expected expense ratios of ACIF and the post-Merger combined company; and (vi) the U.S. federal income tax implications of the Mergers. In addition, the ACIF Special Committee reviewed information regarding the anticipated benefits and possible risks to ACIF and ACIF Shareholders as a result of the Mergers, and the anticipated investment, market and financial synergies to be experienced by the combined company over the shorter- and longer-term. The ACIF Special Committee also considered financial aspects of the Mergers in consultation with Lucid, the financial advisor to the ACIF Special Committee.

The ACIF Special Committee and the ACIF Board weighed various potential benefits and risks in considering the Mergers, both with respect to the immediate effects of the Mergers on ACIF and ACIF Shareholders and with respect to the potential benefits and risks that could be experienced by the combined company after the Mergers. Some of the factors (which are not in any relative order of importance) considered by the ACIF Special Committee and the ACIF Board that assisted it in concluding that the Mergers are in the best interests of ACIF and ACIF Shareholders included, among others:

Expected Accretion to Net Investment Income and Return in Equity. SCIM expects the Mergers to be accretive to both net investment income per share and return on equity for ACIF Shareholders. SCIM expects this accretion to result from several factors, including the deployment of incremental leverage on ACIF’s net assets and the elimination of certain redundant professional services and other duplicative corporate expenses following the Closing.

Certain Expected Expense Savings. The ACIF Special Committee and the ACIF Board considered that, as a result of the Mergers, certain redundant professional services and other corporate expenses are expected to be eliminated or reduced, which would reduce the potential expenses of the combined company as compared to the aggregate expenses of BCPL and ACIF on a standalone basis. They also considered that ACIF Shareholders would no longer benefit from the expense limitation agreed to by the current adviser, SCIM.

Incentive Fees. The ACIF Special Committee and the ACIF Board considered the differences in the incentive fees of BCPL and ACIF, including the lower hurdle rate and its likely impact on incentive fees payments of the combined company when considered in isolation.

Ability to Increase Efficiency and Portfolio Management Opportunities. The ACIF Special Committee and the ACIF Board considered SCIM’s belief that the combined company’s scale would be expected to improve access to more diverse, lower cost sources of capital compared to what ACIF would be expected to obtain without the scale provided by the Mergers. For example, the larger scale of the combined company may allow the combined company to more efficiently manage credit facilities over time through increased scale.

 

49

Similarities in Investment Strategies and Risks. The ACIF Special Committee and the ACIF Board reviewed the investment objectives and strategies of BCPL and noted the similarities and differences in the objectives and strategies. Specifically, the ACIF Special Committee and the ACIF Board noted and considered that ACIF’s investment objectives are to produce current income and achieve capital preservation with moderate volatility and low to moderate correlation to the broader equity markets. ACIF pursues its investment objectives by investing, under normal circumstances, at least 80% of its assets in fixed-income and fixed-income related securities. The fixed income securities include loans and fixed-income instruments, private investment funds, BDCs, registered funds, collateralized debt obligations and collateralized loan obligations.

They also noted that BCPL’s investment objective is to generate current income and, to a lesser extent, capital appreciation by investing primarily in private middle-market companies in the form of secured debt, unsecured debt, other debt and/or equity securities. In addition, to a lesser extent, BCPL may invest in the securities of public companies and in structured products.

They considered that BCPL and ACIF have similar investment risks given that both invest in debt and fixed income securities. However, BCPL, as a significant portion of its investment strategy, originates and makes loans to U.S. middle market companies, while ACIF acts as a direct lender to a much lesser extent. Direct lending is particularly susceptible to risks, such as failure to establish a substantial origination platform, breach of contractual loan agreements constituting default, credit downgrades, failure to complete proper due diligence of portfolio companies, decrease in the value of secured collateral, among other things. These risks are less amplified for ACIF which invests in debt and/or fixed-income related instruments but is not originating loans.

Continuity of BCP-Affiliated Management Team. The ACIF Special Committee and the ACIF Board considered that, following the Mergers, the combined company would be managed by a team of investment professionals with substantial overlap to the portfolio management team currently responsible for ACIF. The ACIF Special Committee and the ACIF Board considered that, although there would be a change in the investment adviser entity for ACIF Shareholders, with BC Partners Advisors serving as investment adviser to BCPL rather than SCIM, there would be no functional change. ACIF Shareholders thus would have access to the same management and administrative resources, and the combined entity and ACIF Shareholders would be expected to receive the same nature, quality and extent of services that they are currently receiving and would continue to benefit from the experience and expertise of BC Partners Advisors, including familiarity with the investment portfolio.

Discretionary Repurchase Offer. If the Merger Proposal is approved by ACIF Shareholders, immediately prior to the closing of the Merger ACIF will conduct a one-time discretionary repurchase offer in compliance with the requirements of Rule 23c-3 under the 1940 Act for up to 15% of ACIF’s then-outstanding shares. The Discretionary Repurchase Offer will only be conducted if ACIF Shareholders vote to approve the Merger Proposal.

The Structure of the Mergers as a Tax-Free Reorganization. The ACIF Special Committee and the ACIF Board considered that the Mergers are expected to qualify as a “reorganization” within the meaning of Section 368(a) of the Code. ACIF is not expected to recognize any gain or loss for U.S. federal income tax purposes, and ACIF Shareholders are not expected to recognize any gain or loss for U.S. federal income tax purposes on the exchange of ACIF Shares for shares of BCPL Common Stock pursuant to the Mergers, except with respect to cash received in lieu of fractional shares of BCPL Common Stock.

No Dilution for Purposes of Rule 17a-8 under the 1940 Act. The ACIF Special Committee and the ACIF Board considered that the Exchange Ratio (and thus the number of shares of BCPL Common Stock to be issued to ACIF Shareholders pursuant to the Merger Agreement) is determined based on the respective net asset values of ACIF and BCPL, and determined that the interests of the ACIF Shareholders will not be diluted for purposes of Rule 17a-8 under the 1940 Act as a result of the Mergers.

 

50

Potential Benefits of Mergers as Compared to Other Strategic Options. The ACIF Special Committee and the ACIF Board considered the potential benefits of the Mergers, including the anticipated expense savings, merger with a known, diversified portfolio, and other benefits noted above, relative to other strategic options, such as continuing to operate on a standalone basis. In this regard, the ACIF Special Committee and the ACIF Board also considered the continuity of investment experience for ACIF Shareholders by remaining in an investment vehicle managed by BC Partners investment professionals as compared to an unaffiliated BDC.

Opinion of Lucid, Financial Advisor to the ACIF Special Committee. The ACIF Special Committee considered the financial presentation, dated February 24, 2026, of Lucid provided to and reviewed with the ACIF Special Committee and the oral opinion of Lucid rendered to the ACIF Special Committee regarding, as of the date of the opinion, the fairness, from a financial point of view, to the holders of ACIF Common Shares, of the consideration to be received by ACIF Shareholders in the Mergers. At the request of the ACIF Special Committee, Lucid also attended the special telephonic and video meeting of the ACIF Board following the delivery of its opinion to the ACIF Special Committee to provide the ACIF Board with the opportunity to discuss Lucid’s opinion.

When considering the information described above, including all of the anticipated effects of the Mergers on ACIF and ACIF Shareholders and the related pro forma information, the ACIF Board noted that information based on projections and assumptions may be incorrect, is subject to change, and may fluctuate over time. The ACIF Board acknowledged that the pro forma information and the projections and assumptions on which the potential expenses, earnings, yield, dividend and trading price information is based depends on many factors and variables, including among other things, asset mix, the performance of individual investments, changing cost of service providers, portfolio turnover level, leverage, the cost of leverage, changes in interest rates and general market conditions. The ACIF Board noted that there is no assurance that any of the potential benefits to ACIF or ACIF Shareholders as a result of the Mergers will be realized, including any anticipated synergies, and that the combined company could experience unanticipated detrimental effects.

In the course of their deliberations, the ACIF Board and the ACIF Special Committee also considered a variety of risks and certain potentially negative factors that could cause the Mergers not to close or the anticipated benefits of the Mergers not to be realized, including the following (which are not in any relative order of importance):

 

•

Failure to Close. The Mergers may not be completed or completion may be unduly delayed for reasons beyond the control of BCPL or ACIF, including an inability to obtain the required ACIF Shareholder approval or the relevant consents under ACIF’s outstanding indebtedness.

 

•

Management Diversion. It is possible that the attention of management may be diverted during the period prior to completion of the Mergers, which may adversely affect ACIF’s business.

 

•

Restrictions on Conduct of Business. The restrictions on the conduct of ACIF’s business prior to completion of the Merger, requiring ACIF to conduct its business only in the ordinary course of business in all material respects, subject to specific limitations, could delay or prevent ACIF from undertaking certain business opportunities that may arise pending completion of the Mergers.

 

•

Restrictions on Superior Proposals. The Merger Agreement includes restrictions on the ability of ACIF to solicit proposals for alternative transactions or engage in discussions regarding such proposals, subject to exceptions and termination provisions (as more fully described in the section entitled “Description of the Merger Agreement—Additional Agreements”), which could have the effect of discouraging such proposals from being made or pursued.

 

•

Fees Associated with the Mergers. If the Mergers are not completed, ACIF will have incurred substantial expenses for which no ultimate benefit will have been received. ACIF 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

 

51

Mergers are not completed. ACIF and SCIM have entered into the Fee Waiver Agreement pursuant to which SCIM has agreed, for each of the first through the twenty-fourth full months after the Fee Waiver Agreement becomes effective, to waive $62,500 of its management fees earned during such month. The Fee Waiver Agreement will become effective upon, and is subject to, the failure of ACIF Shareholders to approve the Merger Proposal by the affirmative vote of a “majority of the outstanding voting securities” of ACIF at a duly held meeting of ACIF Shareholders or at any adjournment or postponement thereof at which the Merger Proposal has been voted upon.

 

•

Litigation Risk. Mergers of publicly offered companies are frequently the subject of litigation. If any litigation arises in connection with the Merger, even if any plaintiff’s claims are without merit, it could divert management time and resources away from ACIF’s business.

 

•

Absence of Appraisal Rights. ACIF Shareholders are not entitled to appraisal rights under the Delaware Statutory Trust Act.

 

•

Other Risks. There are various other risks associated with the Mergers, the business of ACIF and the combined company described in the section entitled “Risk Factors” and in the section entitled “Special Note Regarding Forward-Looking Statements.”

This discussion of the information and factors that the ACIF Special Committee and the ACIF Board considered in making their decisions is not intended to be exhaustive, but includes the material benefits, risks and other factors considered by the ACIF Special Committee and the ACIF Board. Because of the wide variety of factors considered in connection with the evaluation of the Mergers and Merger Agreement and the complexity of those matters, the ACIF Board and the ACIF Special Committee did not find it useful to, and did not attempt to, quantify, rank or otherwise assign relative weights to these factors. In addition, the individual members of the ACIF Special Committee and the ACIF Board may have given different weights to different factors.

The ACIF Special Committee consulted with Lucid, as its financial advisor regarding financial matters, in connection with its evaluation of the financial terms of the Mergers. In addition, the ACIF Special Committee and the ACIF Board relied on their legal advisors for legal analysis in connection with the transactions contemplated by the Merger Agreement, including the Mergers.

The ACIF Special Committee and, upon the unanimous recommendation of the ACIF Special Committee, the ACIF Board considered all of these factors and others as a whole and, on balance, determined the Mergers to be advisable and in the best interests of ACIF and ACIF Shareholders and unanimously approved the Mergers and the Merger Agreement.

ACIF Board Recommendation

The ACIF Board, upon the recommendation of the ACIF Special Committee, has unanimously approved the Merger Agreement and directed that such matters be submitted to ACIF Shareholders for approval. After careful consideration and, with respect to the Merger Proposal, on the recommendation of the ACIF Special Committee, the ACIF Board has unanimously approved, adopted and declared advisable the Merger Agreement, including the Mergers, and unanimously recommends that ACIF Shareholders vote “FOR” the Merger Proposal and the Adjournment Proposal.

Certain Prospective Financial Information Provided by BC Partners Advisors and SCIM

BCPL and ACIF (and BC Partners Advisors and SCIM, respectively, on their behalf), as a matter of course, do not make public long-term projections as to their respective future investment income, net investment income or other results due to, among other reasons, the inherent uncertainty of the underlying assumptions and estimates. However, the Advisers prepared certain unaudited forecasted financial information, which was made available to the Special Committees and the ACIF Board and the BCPL Board (collectively, the “Boards”) in

 

52

connection with their evaluation of the proposed Mergers and to KBW and Lucid, who were authorized and directed to use and rely upon such information for purposes of the financial analyses performed in connection with their respective opinions. The prospective financial information contained in this joint proxy statement/prospectus was prepared for internal use and not with a view to public disclosure and is being included in this joint proxy statement/prospectus only because the prospective financial information was provided to the Special Committees and the Boards in connection with their evaluation of the proposed Mergers. The summaries of the projections and prospective financial information included in this joint proxy statement/prospectus are not being provided to influence the decision of ACIF Shareholders to vote for the Merger Proposal.

The prospective financial information was not prepared with a view to compliance with the published guidelines of the SEC or the guidelines established by the American Institute of Certified Public Accountants for preparation and presentation of prospective financial information. The prospective financial information does not purport to present operations in accordance with GAAP, and BCPL’s and ACIF’s registered public accounting firms have not examined, compiled or otherwise applied procedures to the prospective financial information and accordingly assume no responsibility for, and disclaim any association with, such prospective financial information.

The prospective financial information provided by the Advisers on behalf of BCPL and ACIF, as applicable, was based solely on the information available to their management at that time. The inclusion of the prospective financial information in this joint proxy statement/prospectus should not be regarded as an indication that the prospective financial information will be necessarily predictive of actual future results, and the forecasts should not be relied upon as such. None of BCPL, ACIF, the Advisers or any other person makes any representation to any security holders regarding the ultimate performance of BPCL or ACIF, as applicable, compared to the prospective financial information set forth in this joint proxy statement/prospectus.

Although presented with numerical specificity, the prospective financial information is not fact and reflects numerous assumptions and estimates as to future events made by the Advisers of BCPL or ACIF, as applicable, that were believed to be reasonable at the time the prospective financial information was prepared and other factors such as industry performance and general business, economic, regulatory, market and financial conditions, as well as factors specific to the businesses of BCPL and ACIF, all of which are difficult to predict and many of which are beyond the control of BCPL and ACIF. Other persons attempting to project the future results of BCPL and ACIF will make their own assumptions that could result in projections materially different than those presented in this joint proxy statement/prospectus. In addition, the prospective financial information does not take into account any circumstances or events occurring after the date that they were prepared. Further, the prospective financial information does not take into account the effect of any failure to close the Mergers. Accordingly, there can be no assurance that the prospective financial information will be realized, and actual results could vary significantly from those reflected in the prospective financial information.

BCPL and ACIF do not intend to update or otherwise revise the prospective financial information to reflect circumstances existing after the date when made or to reflect the occurrence of future events even in the event that any or all of the assumptions underlying the prospective financial information are shown to be in error.

The prospective financial information included in this document has been prepared by, and is the responsibility of, management of BCPL and ACIF, respectively. Deloitte & Touche LLP (“Deloitte”) has not audited, reviewed, examined, compiled nor applied agreed-upon procedures with respect to the accompanying prospective financial information and, accordingly, Deloitte does not express an opinion or any other form of assurance with respect thereto. The reports of Deloitte incorporated by reference in this document relate to BCPL’s and ACIF’s previously issued financial statements. They do not extend to the prospective financial information and should not be read as doing so.

The projections and prospective financial information in this joint proxy statement/prospectus are forward-looking statements. These statements involve certain risks and uncertainties that could cause actual results to

 

53

differ materially from those in the forward-looking statements. See “Special Note Regarding Forward-Looking Statements.”

Standalone Projections

The following is a summary of the standalone forecasts. The standalone forecasts were prepared by the Advisers’ management based solely on the information available to such management at that time. The standalone forecasts contain financial data as of December 31, 2025 (in thousands, except share and per share data).

BCPL Projections

 

		12/31/2026				12/31/2027				12/31/2028				12/31/2029
Estimated Net Investment Income		$	11,181			$	12,806			$	14,831			$	17,132
Estimated Net Investment Income Per Share		$	2.03			$	2.06			$	2.11			$	2.15

ACIF Projections

 

		12/31/2026				12/31/2027				12/31/2028				12/31/2029
Estimated Net Investment Income		$	14,056			$	11,906			$	9,924			$	8,259
Estimated Net Investment Income Per Share		$	0.78			$	0.81			$	0.83			$	0.85

Pro Forma Projections

The following is a summary of information made available by the Advisers with respect to the combined company on a pro forma basis after giving effect to the completion of the Mergers, assuming the Mergers had closed in the first quarter of 2025 and reflecting, among other things, assumptions regarding the cost savings expected to result from the Mergers and the transaction expenses estimated to be incurred by BCPL and ACIF in connection with the Mergers (in thousands, except share and per share data).

 

		12/31/2026				12/31/2027				12/31/2028				12/31/2029
Estimated Net Investment Income		$	18,617			$	29,597			$	31,817			$	32,420
Estimated Net Investment Income Per Share		$	2.06			$	2.14			$	2.18			$	2.21

Opinion of the Financial Advisor to the ACIF Special Committee

ACIF engaged Lucid to render financial advisory and investment banking services to the ACIF Special Committee, including an opinion to the ACIF Special Committee and, as requested by the ACIF Special Committee, the ACIF Board, as to the fairness, from a financial point of view, to the holders of ACIF Common Shares of the Exchange Ratio in the Mergers. ACIF selected Lucid because Lucid is a nationally recognized investment banking firm with substantial experience in transactions similar to the proposed transaction.

As part of its engagement, on February 24, 2026 at a meeting of the ACIF Special Committee, Lucid reviewed the financial aspects of the proposed transaction and rendered an opinion to the ACIF Special Committee to the effect that, as of such date and subject to the procedures followed, assumptions made, matters considered, and qualifications and limitations on the review undertaken by Lucid as set forth in such opinion, the Exchange Ratio in the Mergers was fair, from a financial point of view, to the holders of ACIF Common Shares.

The description of the opinion set forth herein is qualified in its entirety by reference to the full text of the opinion, which is attached as Annex B to this document and is incorporated herein by reference, and describes the procedures followed, assumptions made, matters considered, and qualifications and limitations on the review undertaken by Lucid in preparing the opinion.

 

54

Lucid’s opinion speaks only as of the date of the opinion. The opinion was for the information of, and was directed to, the ACIF Special Committee (in its capacity as such) and, as requested by the ACIF Special Committee, the ACIF Board (in its capacity as such) in connection with their respective consideration of the financial terms of the transaction. The opinion addressed only the fairness, from a financial point of view, of the Exchange Ratio in the Mergers to the holders of ACIF Common Shares. It did not address the underlying business decision of ACIF to engage in the transaction or enter into the Merger Agreement or constitute a recommendation to the ACIF Special Committee or the ACIF Board in connection with the transaction, and it does not constitute a recommendation to any holder of ACIF Common Shares or any stockholder of any other entity as to how to vote or act in connection with the transaction or any other matter, nor does it constitute a recommendation as to whether or not any such stockholder should enter into a voting, stockholders’, affiliates’ or other agreement with respect to the transaction or exercise any dissenters’ or appraisal rights that may be available to such stockholder.

Lucid’s opinion was reviewed and approved by Lucid’s Fairness Opinion Committee in conformity with its policies and procedures established under the requirements of Rule 5150 of the Financial Industry Regulatory Authority.

In connection with the opinion, Lucid reviewed, analyzed and relied upon material bearing upon the financial and operating condition of ACIF and BCPL and bearing upon the transaction, including, among other things:

 

•

a draft of the merger agreement, dated February 24, 2026 (the most recent draft then made available to Lucid);

 

•

the audited financial statements for the three fiscal years ended September 30, 2025 of ACIF;

 

•

the audited financial statements and Annual Reports on Form 10-K for the three fiscal years December 31, 2024 of BCPL;

 

•

certain other interim reports and other communications of ACIF and BCPL to their respective stockholders; and

 

•

other financial information concerning the respective businesses and operations of ACIF and BCPL furnished to Lucid by ACIF and BCPL or which Lucid was otherwise directed to use for purposes of its analysis.

Lucid’s consideration of financial information and other factors that it deemed appropriate under the circumstances or relevant to its analyses included, among others, the following:

 

•

the historical and current financial position and results of operations of ACIF and BCPL;

 

•

the assets and liabilities of ACIF and BCPL;

 

•

the nature and terms of certain other merger transactions and business combinations in the investment company industry;

 

•

a comparison of certain financial information for ACIF and certain financial and stock market information for BCPL with similar information for certain other companies, the securities of which are publicly traded;

 

•

financial and operating forecasts and projections of ACIF and BCPL (both on a standalone and pro forma combined basis) that were prepared by the Advisers, provided to and discussed with Lucid by such management, and used and relied upon by Lucid based on such discussions, at the direction of ACIF and with the consent of the ACIF Special Committee; and

 

•

estimates regarding certain pro forma financial effects of the transaction on BCPL (including, without limitation, the cost savings, operating synergies and revenue enhancements expected to result or be derived from the transaction) that were prepared by the Advisers, provided to Lucid and discussed with Lucid by such management, and used and relied upon by Lucid based on such discussions, at the direction of ACIF and with the consent of the ACIF Special Committee.

 

55

Lucid also performed such other studies and analyses as it considered appropriate and took into account its assessment of general economic, market and financial conditions and its experience in other transactions, as well as its experience in securities valuation and knowledge of the investment company industry generally. Lucid also participated in discussions with the Advisers’ management regarding the past and current business operations, regulatory relations, financial condition and future prospects of ACIF and BCPL and such other matters as Lucid deemed relevant to its inquiry. Lucid was not requested to assist, and did not assist, the ACIF Special Committee and ACIF with soliciting indications of interest from third parties regarding a potential transaction with ACIF.

In conducting its review and arriving at its opinion, Lucid relied upon and assumed the accuracy and completeness of all the financial and other information provided to or discussed with Lucid or that was publicly available and did not independently verify the accuracy or completeness of any such information or assume any responsibility or liability for such verification, accuracy or completeness. Lucid relied, with the consent of ACIF and the ACIF Special Committee, upon the Advisers’ management as to the reasonableness and achievability of the financial and operating forecasts and projections of ACIF and BCPL, and the estimates regarding certain pro forma financial effects of the transaction on BCPL (including, without limitation, the cost savings, operating synergies and revenue enhancements expected to result or be derived from the transaction), all as referred to above (and the assumptions and bases for all such information), and Lucid assumed that all such information were reasonably prepared and represented the best currently available estimates and judgments of the Advisers’ management and that the forecasts, projections and estimates reflected in such information would be realized in the amounts and in the time periods estimated by the Advisers’ management.

It is understood that the foregoing financial information of ACIF and BCPL that was provided to Lucid was not prepared with the expectation of public disclosure and that all of the foregoing financial information was based on numerous variables and assumptions that are inherently uncertain (including, without limitation, factors related to general economic and competitive conditions and, in particular, the widespread disruption, extraordinary uncertainty and unusual volatility arising from global tensions and political unrest, economic uncertainty, inflation and interest rate uncertainty) and, accordingly, actual results could vary significantly from those set forth in such information. Lucid assumed, based on discussions with the Advisers’ management and with the consent of ACIF and the ACIF Special Committee, that all such information provided a reasonable basis upon which Lucid could form its opinion, and Lucid expressed no view as to any such information or the assumptions or bases therefor. Lucid relied on all such information without independent verification or analysis and did not in any respect assume any responsibility or liability for the accuracy or completeness thereof.

Lucid also assumed that there were no material changes in the assets, liabilities, financial condition, results of operations, business or prospects of either ACIF or BCPL since the date of the last financial statements of each such entity that were made available to Lucid. In rendering its opinion, Lucid did not make or obtain any evaluations or appraisals or physical inspection of the property, assets or liabilities (contingent or otherwise) of ACIF or BCPL, the collateral securing any of such assets or liabilities, or the collectability of any such assets, nor did Lucid examine any individual loan or credit files, nor did it evaluate the solvency, financial capability or fair value of ACIF or BCPL under any state or federal laws, including those relating to bankruptcy, insolvency or other matters. Lucid expressed no view as to the value of any investment asset owned by ACIF or BCPL that was used in connection with the net asset value computations made by ACIF or BCPL or the valuation policies and procedures of ACIF or BCPL in connection therewith. Estimates of values of companies and assets do not purport to be appraisals or necessarily reflect the prices at which companies or assets may actually be sold. Such estimates are inherently subject to uncertainty and should not be taken as Lucid’s view of the actual value of any companies or assets. Lucid did not undertake any independent analysis of any potential or actual litigation, regulatory action, possible unasserted claims or other contingent liabilities, to which ACIF or BCPL is or may be a party or is or may be subject, or of any governmental investigation of any possible unasserted claims or contingent liabilities to which ACIF or BCPL is or may be a party or is or may be subject.

 

56

Lucid assumed, in all respects material to its analyses, the following:

 

•

the transaction and any related transactions would be completed in accordance with the terms set forth in the Merger Agreement (the final terms of which Lucid assumed would not differ in any material respect to its analyses from the draft reviewed by Lucid and referred to above), with no adjustments to the Exchange Ratio assumed for purposes of its opinion and with no other consideration or payments in respect of ACIF Common Shares;

 

•

the representations and warranties of each party in the Merger Agreement and in all related documents and instruments referred to in the Merger Agreement were true and correct;

 

•

each party to the Merger Agreement and all related documents would perform all of the covenants and agreements required to be performed by such party under such documents;

 

•

there were no factors that would delay or subject to any adverse conditions, any necessary regulatory or governmental approval for the transaction or any related transactions and all conditions to the completion of the transaction and any related transactions would be satisfied without any waivers or modifications to the Merger Agreement or any of the related documents; and

 

•

in the course of obtaining the necessary regulatory, contractual, or other consents or approvals for the transaction and any related transactions, no restrictions, including any divestiture requirements, termination or other payments or amendments or modifications, would be imposed that would have a material adverse effect on the future results of operations or financial condition of ACIF, BCPL or the pro forma entity, or the contemplated benefits of the transaction, including without limitation the cost savings, operating synergies and revenue enhancements expected to result or be derived from the transaction.

Lucid assumed that the transaction would be consummated in a manner that complies with the applicable provisions of the Securities Act, Exchange Act, the 1940 Act, as amended, and all other applicable federal and state statutes, rules and regulations. Lucid was further advised by representatives of ACIF that ACIF relied upon advice from its advisors (other than Lucid) or other appropriate sources as to the calculations of the ACIF Per Share NAV and the BCPL Per Share NAV, all legal, financial reporting, tax, accounting and regulatory matters with respect to ACIF, BCPL, Merger Sub, the transactions contemplated by the Merger Agreement and any related transaction, and the Merger Agreement. Lucid did not provide advice with respect to any such matters.

Lucid’s opinion addressed only the fairness, from a financial point of view, as of the date of such opinion, of the Exchange Ratio in the Mergers to the holders of ACIF Common Shares. Lucid expressed no view or opinion as to any other terms or aspects of the transaction or any term or aspect of any related transaction (including the termination of the ACIF Investment Advisory Agreement, the expense limitation and reimbursement agreement between SCIM and ACIF (the “Expense Limitation Agreement”), the Administration, Bookkeeping and Pricing Services Agreement, as amended between ACIF and ALPS Fund Services, Inc. (the “Administration Agreements”), the credit agreement between ACIF and US Bank National Association as amended, (“ACIF Credit Agreement”), the broker dealer agreement between ACIF and ALPS Distributors, Inc. (the “ACIF Broker Dealer Agreement”), the ACIF shareholder servicing plan, the ACIF distribution plans and the multiple class plan (collectively, the “Distribution Agreements”), including without limitation, the form or structure of the transaction or any such related transaction, any consequences of the transaction or any related transaction to ACIF, ACIF Shareholders, creditors or otherwise, or any terms, aspects, merits or implications of any employment, consulting, voting, support, shareholder or other agreements, arrangements or understandings contemplated or entered into in connection with the transaction, any such related transaction, or otherwise. Lucid’s opinion was necessarily based upon conditions as they existed and could be evaluated on the date of the opinion and the information made available to Lucid through the date of the opinion. There has been significant volatility in stock and other financial markets arising from global tensions and political unrest, economic uncertainty, inflation, interest rate uncertainty. Developments subsequent to the date of Lucid’s opinion may have affected and may affect the conclusion reached in Lucid’s opinion and Lucid did not and does not have an obligation to update, revise or reaffirm its opinion. Lucid expressed no view or opinion as to any changes to the ACIF Per Share NAV or the BCPL Per Share NAV after the date of Lucid’s opinion from the respective values thereof that Lucid assumed for purposes of its analyses and opinion.

 

57

Lucid’s opinion did not address, and Lucid expressed no view or opinion with respect to:

 

•

the underlying business decision of ACIF to engage in the transaction or enter into the Merger Agreement;

 

•

the relative merits of the transaction contemplated by the Merger Agreement as compared to any strategic alternatives that are, have been or may be available to or contemplated by ACIF, the ACIF Special Committee or the ACIF Board;

 

•

the fairness of the amount or nature of any compensation to any of ACIF’s officers, directors or employees, or any class of such persons (including SCIM), relative to any compensation to the holders of ACIF Common Shares;

 

•

the effect of the transactions contemplated by the Merger Agreement or any related transaction on, or the fairness of the consideration to be received by, holders of any class of securities of ACIF (other than the holders of ACIF Common Shares, solely with respect to the Exchange Ratio (as described in Lucid’s opinion) and not relative to the consideration to be received by holders of any other class of securities) or holders of any class of securities of BCPL or any other party to any transaction contemplated by the Merger Agreement;

 

•

any fees payable by ACIF to SCIM for investment advisory and management services;

 

•

the Exchange Ratio calculation provided for in the Merger Agreement, whether the BCPL Common Stock Price will actually be greater than the BCPL Per Share NAV or what the actual number of shares of BCPL Common Stock to be received in the Mergers for each ACIF Common Share would be;

 

•

the actual value of BCPL Common Stock to be issued in connection with the Mergers;

 

•

the prices, trading range or volume at which BCPL Common Stock would trade following the public announcement of the transaction or the prices, trading range or volume at which BCPL common stock would trade following the consummation of the transaction;

 

•

any advice or opinions provided by any other advisor to any of the parties to the transaction or any other transaction contemplated by the Merger Agreement; or

 

•

any legal, regulatory, accounting, tax or similar matters relating to ACIF, BCPL, Merger Sub, any of their respective stockholders, or relating to or arising out of or as a consequence of the transaction or any other related transaction, including whether or not the transaction would qualify as a tax-free reorganization for United States federal income tax purposes.

In preparing its opinion to the AFIC Special Committee, Lucid performed a variety of analyses, including those described below. The summary of Lucid’s analyses is not a complete description of the analyses underlying Lucid’s opinion. The preparation of such an opinion is a complex process involving various quantitative and qualitative judgments and determinations with respect to the financial, comparative and other analytical methods employed and the adaptation and application of these methods to the unique facts and circumstances presented. Consequently, neither Lucid’s opinion nor its underlying analyses is readily susceptible to summary description. Lucid arrived at its opinion based on the results of all analyses undertaken by it and assessed as a whole and did not draw in isolation conclusions from, or with regard to any individual analysis, methodology or factor. While the results of each analysis were taken into account in reaching Lucid’s overall conclusion with respect to fairness, Lucid did not make separate or quantifiable judgments regarding individual analyses. Accordingly, Lucid believes that its analyses and the following summary must be considered as a whole and that selecting portions of its analyses, methodologies and factors, without considering all analyses, methodologies and factors, could create a misleading or incomplete view of the processes underlying Lucid’s analyses and opinion.

In performing its analyses, Lucid made numerous assumptions with respect to industry performance, general business, economic, market and financial conditions and other matters, which are beyond the control of Lucid, ACIF and BCPL. Any estimates contained in the analyses performed by Lucid are not necessarily indicative of

 

58

actual values or future results, which may be significantly more or less favorable than suggested by these analyses. Additionally, estimates of the value of businesses or securities do not purport to be appraisals or to reflect the prices at which such businesses or securities might actually be sold. Accordingly, these analyses and estimates are inherently subject to substantial uncertainty. In addition, the Lucid opinion was among several factors taken into consideration by the ACIF Special Committee in making its determination to recommend the approval by the ACIF Board of the Merger Agreement and the Transactions contemplated thereby and by the ACIF Board in making its determination to approve the Merger Agreement and the Mergers. Consequently, the analyses described below should not be viewed as determinative of the decision of the ACIF Special Committee or the ACIF Board with respect to the fairness of the Exchange Ratio. The type and amount of consideration payable in the transactions contemplated by the Merger Agreement, including the initial merger, were determined through negotiation between ACIF and BCPL and the decision of ACIF to enter into the Merger Agreement was solely that of the ACIF Special Committee and the ACIF Board.

The following is a summary of the material financial analyses presented by Lucid to the ACIF Special Committee in connection with its opinion. The summary is not a complete description of the financial analyses underlying the opinion or the presentation made by Lucid to the ACIF Special Committee but summarizes the material analyses performed and presented in connection with such opinion. The financial analyses summarized below include information presented in tabular format. The tables alone do not constitute a complete description of the financial analyses. The preparation of a fairness opinion is a complex analytic process involving various determinations as to appropriate and relevant methods of financial analysis and the application of those methods to the particular circumstances. Therefore, a fairness opinion is not readily susceptible to partial analysis or summary description. In arriving at its opinion, Lucid did not attribute any particular weight to any analysis or factor that it considered but rather, made qualitative judgments as to the significance and relevance of each analysis and factor. Accordingly, Lucid believes that its analyses and the summary of its analyses must be considered as a whole and that selecting portions of its analyses and factors or focusing on the information presented below in tabular format, without considering all analyses and factors or the full narrative description of the financial analyses, including the methodologies and assumptions underlying the analyses, could create a misleading or incomplete view of the process underlying its analyses and opinion.

Lucid calculated an implied equity value for the proposed transaction of $8.87 per outstanding ACIF Common Share based on an assumed 0.4579x exchange ratio. This implied equity value for the proposed transactions was compared to the ranges of implied value per ACIF Common Share in the financial analyses of ACIF described below.

Selected Transactions Analysis. Lucid reviewed publicly available information related to 22 selected acquisitions of U.S. investment companies announced since the beginning of 2015.

The selected transactions were as follows:

 

Carlyle Secured Lending, Inc. Blue Owl Technology Finance Corp. Blue Owl Capital Corp. Golub Capital BDC, Inc. Blackrock TCP Capital Corp. Franklin BSP Capital Corp. Crescent Capital BDC, Inc. Oaktree Specialty Lending Corporation SLR Investment Corp. Barings BDC Inc. FS KKR Capital Corp. Oaktree Specialty Lending Corporation Barings BDC, Inc.		Carlyle Secured Lending III Blue Owl Technology Finance Corp. II Blue Owl Capital Corp. III Golub Capital BDC 3, Inc. BlackRock Capital Investment Corporation Franklin BSP Lending Corp. First Eagle Alternative Capital BDC, Inc. Oaktree Strategic Income Corporation II SLR Senior Investment Corp. Sierra Income Corporation FS KKR Capital Corp. II Oaktree Strategic Income Corporation MVC Capital, Inc.

 

59

Goldman Sachs BDC, Inc. Crescent Capital BDC, Inc. FS Investment Corporation II East Asset Management, LLC Golub Capital BDC, Inc. FS Investment Corp. Ares Capital Corporation Great Elm Capital Corp. PennantPark Floating Rate Capital Ltd.		Goldman Sachs Middle Market Lending Corp. Alcentra Capital Corp. FS Investment Corp. III, FS Investment Corp. IV, Corporate Capital Trust II Rand Capital Corporation Golub Capital Investment Corporation Corporate Capital Trust, Inc. American Capital, Ltd. Full Circle Capital Corp. MCG Capital Corporation

For each selected transaction, Lucid derived the price per share paid to the acquired company stockholders as a percentage of net asset value, based on the transaction consideration value paid for the acquired company (including, in some cases, contributions by external managers) in the 22 selected transactions in which all or a majority of the transaction consideration was in the form of publicly traded common stock of the acquiror and using price per net asset value reported in the announcement of the consummation of respective transaction.

Lucid’s analysis of all select transactions showed the following concerning the proposed transaction and the selected transactions:

Price per Share NAV

Min: 82%

Max: 114%

Average: 100%

Median: 100%

Lucid then applied a range of price-to-NAV per share multiples of 0.82x to 1.14x derived from the multiples of the selected 22 transactions to the estimated June 30, 2026 closing date NAV per ACIF Common Share, using financial forecasts and projections of ACIF provided by the Advisers. This analysis indicated the range of the implied equity value per ACIF Common Share of $8.87 to $10.11, as compared to the implied transaction value for the proposed transaction of $8.87 per outstanding ACIF Common Share.

Selected Transactions Involving Affiliates. Lucid’s analysis also showed the following concerning the 13 selected transactions involving affiliate mergers (Carlyle Secured Lending, Inc/Carlyle Secured Lending III, Blue Owl Technology Finance Corp./Blue Owl Technology Finance Corp. II, Blue Owl Capital Corp./Blue Owl Capital Corp. III, Golub Capital BDC, Inc./Golub Capital BDC 3, Inc., Blackrock TCP Capital Corp./BlackRock Capital Investment Corporation, Franklin BSP Capital Corp./Franklin BSP Lending Corp., Oaktree Specialty Lending Corporation/Oaktree Strategic Income Corporation II, SLR Investment Corp./SLR Senior Investment Corp., FS KKR Capital Corp./FS KKR Capital Corp. II, Oaktree Specialty Lending Corporation/Oaktree Strategic Income Corporation, Goldman Sachs BDC, Inc./Goldman Sachs Middle Market Lending Corp., FS Investment Corporation II/FS Investment Corp. III, FS Investment Corp. IV, Corporate Capital Trust II, Golub Capital BDC, Inc./Golub Capital Investment Corporation.)

Lucid’s analysis of all select transactions showed the following concerning the proposed transaction and the selected affiliate transactions:

Price per Share NAV

Min: 100%

Max: 100%

Average: 100%

Median: 100%

 

60

Lucid then applied a range of price-to-NAV per share multiples of 1.00x to 1.11x derived from the multiples of the selected ten transactions involving affiliate mergers to the estimated June 30, 2026 NAV per ACIF Common Share, using financial forecasts and projections of ACIF provided by the Advisers. This analysis indicated the implied equity value per ACIF Common Share of $8.87, as compared to the implied transaction value for the proposed transaction of $8.87 per outstanding share of ACIF Common Share.

No company or transaction used as a comparison in the above selected transaction analysis is identical to ACIF or the proposed transaction. Accordingly, an analysis of these results is not mathematical. Rather, it involves complex considerations and judgments concerning differences in financial and operating characteristics of the companies involved.

Selected Companies Analysis of ACIF. Using publicly available information, Lucid reviewed, among other things, the market performance of 23 selected publicly traded, externally managed investment companies with market capitalizations ranging from $100 million to $1.0 billion. BCP Investment Corp. was excluded from the selected companies due to its affiliation with BC Partners Advisors.

The selected companies were as follows (shown in descending order of market capitalization):

Kayne Anderson BDC, Inc

Barings BDC, Inc.

Bain Capital Specialty Finance, Inc.

Carlyle Secured Lending, Inc.

New Mountain Finance Corporation

PennantPark Floating Rate Capital Ltd.

SLR Investment Corp.

Nuveen Churchill Direct Lending Corp.

Fidus Investment Corp.

MSC Income Fund

Gladstone Investment Corporation

Crescent Capital BDC, Inc.

CION Investment Corp.

Gladstone Capital Corporation

BlackRock TCP Capital Corp.

Saratoga Investment Corp.

Palmer Square Capital BDC Inc.

PennantPark Investment Corporation

Stellus Capital Investment Corporation

Runway Growth Finance Corp

Horizon Technology Finance Corporation

Triplepoint Venture Growth BDC Corp.

WhiteHorse Finance, Inc.

To perform this analysis, Lucid used market price information as of February 23, 2026 and reported NAV per share data as of the end of the most recent completed quarterly period available. Lucid also used calendar years 2026 and 2027 net income (“NII”) and dividend per share (“DPS”) estimates taken from consensus “street estimates” of the selected companies.

Lucid’s analysis showed the following concerning the market performance of the selected companies, as well as corresponding implied transaction multiples for the proposed transaction based on the implied transaction

 

61

value for the proposed transaction of $8.87 per outstanding ACIF Common Shares, which corresponding implied transaction multiples were calculated using financial forecasts and projections of ACIF provided by the Advisers:

 

Selected Companies

Proposed Transaction(1)

Low

25th Percentile

Median

Average

75th Percentile

High

Price / NAV per share

1.00x

0.521x

0.681x

0.775x

0.745x

0.820x

0.929x

Price / 2026 NII

11.3 x

5.2x

6.3x

8.1x

8.0x

9.0x

15.6x

Price / 2026 DPS

13.8 x

4.3x

6.0x

7.2x

7.5x

8.6x

14.4x

Price / 2027 NII

10.9 x

5.1x

7.1x

8.6x

8.5x

9.1x

15.1x

Price / 2027 DPS

13.7x

5.7x

6.9x

7.7x

8.0x

8.8x

14.4x

 

(1)	Multiples based on estimated ACIF June 30, 2026 NAV per share and estimated ACIF NII and DPS for the 12-month periods ending December 31, 2026, and December 31, 2027 using financial forecasts and projections of ACIF provided by the Advisers.

Lucid then applied a range of price-to-NAV per share multiples of 0.521x to 0.929x derived from the low and high multiples of the selected companies to the estimated June 30, 2026 NAV per ACIF Common Share, using financial forecasts and projections of ACIF provided by the Advisers. Lucid then applied a range of price-to-estimated calendar year 2026 NII multiples of 5.2x to 15.6x derived from the low and high multiples of the selected companies to the estimated calendar year 2026 NII of ACIF, which was taken from financial forecasts and projections of ACIF provided by the Advisers; applied a range of price-to-estimated calendar year 2026 DPS multiples of 4.3x to 14.4x derived from the low and high multiples of the selected companies to the estimated calendar year 2026 DPS of ACIF, which was taken from financial forecasts and projections of ACIF provided by the Advisers; a range of price-to-estimated calendar year 2027 NII multiples of 5.1x to 15.1x derived from the low and high multiples of the selected companies to the estimated calendar year 2027 NII of ACIF, which was also taken from financial forecasts and projections of ACIF provided by the Advisers; and applied a range of price-to-estimated calendar year 2027 DPS multiples of 5.7x to 14.4x derived from the low and high multiples of the selected companies to the estimated calendar year 2027 DPS of ACIF, which was taken from financial forecasts and projections of ACIF provided by the Advisers;. This analysis indicated the following ranges of the implied value per ACIF Common Shares, as compared to the implied transaction value for the proposed transaction of $8.87 per outstanding ACIF Common Shares:

 

		Implied Value Per Share Ranges of ACIF Common Shares
Based on NAV per share estimate of ACIF as of June 30, 2026 provided by the Advisers		$	4.62 to $8.24
Based on 2026 NII estimate of ACIF provided by the Advisers		$	4.06 to $12.20
Based on 2026 DPS estimate of ACIF provided by the Advisers		$	2.74 to $9.23
Based on 2027 NII estimate of ACIF provided by the Advisers		$	4.02 to $11.85
Based on 2027 DPS estimate of ACIF provided by the Advisers		$	3.67 to $9.32

No company used as a comparison in the above selected companies analysis is identical to ACIF. Accordingly, an analysis of these results is not mathematical. Rather, it involves complex considerations and judgments concerning differences in financial and operating characteristics of the companies involved.

Dividend Discount Analysis of ACIF. Lucid performed a dividend discount analysis of ACIF on a standalone basis to estimate ranges for the implied equity value of ACIF. In this analysis, Lucid used financial

 

62

and operating forecasts and projections relating to dividends and net assets of ACIF that were provided by the Advisers. Lucid assumed a cost of equity of 8.9%, based on the weighted average cost of equity as reported by Bloomberg for the 23 selected publicly traded, externally managed investment companies with market capitalizations ranging from $100 million to $1.0 billion considered in the select company analysis of ACIF; and a dividend growth rate of 1.0% based on financial forecasts provided by the Advisers. Ranges of values were derived by adding (i) the present value of the estimated future dividends of ACIF over the period from the assumed June 30, 2026 closing date of the proposed transaction through June 30, 2029 and (ii) the present value of ACIF’s implied terminal value at the end of such period. Using implied terminal values for ACIF calculated by applying a terminal multiple range of 67.5% to 81.5% (representing the 25^th and 75^th percentile of price/NAV Bloomberg for the 23 selected publicly traded, externally managed investment companies with market capitalizations ranging from $100 million to $1.0 billion considered in the Select Company Analysis of ACIF) to ACIF’s estimated NAV per share as of December 31, 2029, this analysis resulted in a range of implied values per ACIF Common Shares of approximately $6.85 to $7.84, as compared to the implied transaction value for the proposed transaction of $8.87 per outstanding ACIF Common Shares.

The dividend discount analysis is a widely used valuation methodology, but the results of such methodology are highly dependent on the assumptions that must be made, including NAV per share and dividend assumptions, terminal values and discount rates. The analysis did not purport to be indicative of the actual values or expected values of ACIF.

Miscellaneous. Lucid acted as financial advisor to the ACIF Special Committee in connection with the transaction and did not act as an advisor to or agent of any other person in connection with the transaction. As part of its investment banking business, Lucid is regularly engaged in the valuation of investment company securities, including business development company and closed-end fund securities, in connection with acquisitions, negotiated underwritings, secondary distributions of listed and unlisted securities, private placements and valuations for various other purposes. In the ordinary course of Lucid and its affiliates’ broker-dealer businesses, Lucid and its affiliates may from time to time purchase securities from, and sell securities to, ACIF and BCPL. In addition, as market makers in securities, Lucid and its affiliates may from time to time have a long or short position in, and buy or sell, debt or equity securities of BCPL for its and their own respective accounts and for the accounts of its and their respective customers and clients.

Pursuant to the Lucid engagement agreement, ACIF agreed to pay Lucid cash fees of $350,000 in the aggregate, $50,000 of which was paid upon Lucid’s engagement while the remaining $300,000 became payable with the rendering of Lucid’s opinion. ACIF also agreed to reimburse Lucid for reasonable out-of-pocket expenses and disbursements incurred in connection with its engagement and to indemnify Lucid against certain liabilities relating to or arising out of Lucid’s engagement or Lucid’s role in connection therewith.

Other than in connection with this present engagement, in the past two years, Lucid has not provided investment banking or financial advisory services to ACIF or BCPL. During the two years preceding the date of Lucid’s opinion, Lucid provided investment banking and financial advisory services to BCP Investment Corp., a closed-end investment company for which BC Partners Advisors serves as investment advisor, and Mount Logan Capital Inc., which holds a minority equity interest in SCIM. Lucid received a fee for structuring and other services in connection with a registered note offering by BCP Investment Corp. prior to the time of Lucid’s opinion. Lucid received underwriting fees and expense reimbursement for serving as representative of the underwriters for an underwritten note offering for Mount Logan Capital Inc. prior to the time of Lucid’s opinion. Lucid may in the future provide investment banking and financial advisory services to ACIF or BCPL and would expect to receive compensation for such services.

Regulatory Approvals Required for the Mergers

The obligations of BCPL and ACIF to complete the Mergers are subject to the satisfaction or waiver of certain conditions, including the condition that all regulatory approvals required by law to consummate the

 

63

transactions contemplated by the Merger Agreement, including the Mergers, have been obtained and remain in full force and effect, and all statutory waiting periods required by applicable law in respect thereof have expired (including expiration of the applicable waiting period under the HSR Act). BCPL and ACIF have agreed to cooperate with each other and use their reasonable best efforts to obtain all licenses, permits, variances, exemptions, approvals, qualifications or orders from any governmental or regulatory authority necessary to consummate the Mergers.

There can be no assurance that such regulatory approvals will be obtained, that such approvals will be received on a timely basis or that such approvals will not impose conditions or requirements that, individually or in the aggregate, would or could reasonably be expected to have a material adverse effect on the financial condition, results of operations, assets or business of the combined company following completion of the Mergers.

Third Party Consents Required for the Mergers

Under the Merger Agreement, BCPL and ACIF have agreed to cooperate with each other and use reasonable best efforts to take, or cause to be taken, in good faith, all actions, and to do, or cause to be done, all things necessary, including to promptly prepare and file all necessary documentation, to effect all applications, notices, petitions and filings (including any required applications, notices or other filings under the HSR Act), to obtain as promptly as practicable all permits of all governmental entities and all permits, consents, approvals, confirmations and authorizations of all third parties, in each case, that are necessary or advisable, to consummate the transactions contemplated by the Merger Agreement (including the Mergers) in the most expeditious manner practicable, and to comply with the terms and conditions of all such permits, consents, approvals and authorizations of all such third parties and governmental entities. There can be no assurance that any permits, consents, approvals, confirmations or authorizations will be obtained or that such permits, consents, approvals, confirmations or authorizations will not impose conditions or requirements that, individually or in the aggregate, would or could reasonably be expected to have a material adverse effect on the financial condition, results of operations, assets or business of the combined company following the Mergers.

 

64

DESCRIPTION OF THE MERGER AGREEMENT

The following summary includes the material terms of the Merger Agreement, which is attached as Annex A to this proxy statement/prospectus. This summary does not purport to be complete and may not contain all of the information about the Merger Agreement that is important to you. ACIF encourages you to read the Merger Agreement carefully and in its entirety.

Structure of the Mergers

Subject to the terms and conditions of the Merger Agreement, at the Effective Time, Merger Sub will be merged with and into ACIF. ACIF will be the surviving company and will continue its existence as a statutory trust under the laws of the State of Delaware. As of the Effective Time, the separate corporate existence of Merger Sub will cease. Immediately after the occurrence of the Effective Time, in the Second Merger, the surviving company will merge with and into BCPL in accordance with the Maryland General Corporation Law (the “MGCL”) and the Delaware Statutory Trust Act (the “DSTA”), with BCPL continuing as the surviving company.

Closing; Completion of the Mergers

It is currently expected that the Mergers will be completed promptly following approval of the Merger Proposal at the Special Meeting and satisfaction or waiver of the other closing conditions set forth in the Merger Agreement.

On the terms and subject to the conditions set forth in the Merger Agreement, the Closing will take place by remote communication and by the exchange of signatures by electronic transmission on the date that is three (3) business days after the satisfaction or waiver of the latest to occur of the conditions to Closing set forth in the Merger Agreement (other than those conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction or waiver of such conditions), unless otherwise agreed in writing by the parties to the Merger Agreement.

The Merger will become effective as set forth in the certificate of merger that will be filed with, and accepted for record by, the Secretary of State of the State of Delaware. The Second Merger will become effective as set forth in (i) the articles of merger that will be filed with, and accepted for record by, the State Department of Assessments and Taxation of Maryland (“SDAT”) and (ii) the certificate of merger that will be filed with, and accepted for record by, the Secretary of State of the State of Delaware. While there can be no assurance as to the exact timing, or that the Mergers will be completed at all, BCPL and ACIF are working to complete the Mergers in the second quarter of 2026.

Merger Consideration

At the Effective Time, each ACIF Common Share issued and outstanding immediately prior to the Effective Time, other than the Cancelled Shares, which will be cancelled with no consideration exchanged therefor, will be converted into the right to receive a number of shares of BCPL Common Stock equal to the Exchange Ratio (cash will be paid in lieu of fractional shares).

As of the Determination Date, each of BCPL and ACIF will deliver the Closing BCPL Net Asset Value and the Closing ACIF Net Asset Values, respectively, in each case using the same set of assumptions, methodologies and adjustments as has been historically used in preparing such calculation. Based on such calculations, the parties will calculate the BCPL Per Share NAV, which will be equal to (i) the Closing BCPL Net Asset Value divided by (ii) the number of shares of BCPL Common Stock issued and outstanding as of the Determination Date, and the ACIF Per Share NAV, which will be equal to (A) in respect of a class of ACIF Common Shares, the Closing ACIF Net Asset Value of such class divided by (B) the number of ACIF Common Shares in such

 

65

class issued and outstanding as of the Determination Date (excluding any Cancelled Shares). The Exchange Ratio will be equal to the quotient (rounded to four decimal places) of (i) the applicable ACIF Per Share NAV divided by (ii) the BCPL Per Share NAV.

ACIF and BCPL will update and redeliver the Closing ACIF Net Asset Values or the Closing BCPL Net Asset Value, respectively, in the event that the Closing is subsequently materially delayed or there is a material change to such calculation between the Determination Date and the Closing and as needed to ensure that the calculation is determined within 48 hours (excluding Sundays and holidays) prior to the Effective Time.

The Exchange Ratio will be appropriately adjusted (to the extent not already taken into account in determining the Closing ACIF Net Asset Values and/or the Closing BCPL Net Asset Value, as applicable) if, between the Determination Date and the Effective Time, the respective outstanding ACIF Common Shares or shares of BCPL Common Stock will have been increased or decreased or changed into or exchanged for a different number or kind of shares or securities, in each case, as a result of any reclassification, recapitalization, stock split, reverse stock split, split-up, combination or exchange of shares, or if a stock dividend or dividend payable in any other securities will be authorized and declared with a record date within such period, as permitted by the Merger Agreement. Because the Exchange Ratio will be determined within 48 hours (excluding Sundays and holidays) prior to the Effective Time, the time period during which such an adjustment could occur will be relatively short.

No certificates or scrip representing fractional shares of BCPL Common Stock will be issued upon the conversion of ACIF Common Shares into the right to receive shares of BCPL Common Stock. In lieu of any such fractional shares, each ACIF Shareholder who would otherwise be entitled to such fractional shares will be entitled to an amount in cash, without interest, rounded down to the nearest cent, equal to the product of (i) the amount of the fractional share interest in a share of BCPL Common Stock to which such holder would otherwise be entitled, as so rounded pursuant to the immediately following sentence, and (ii) the BCPL Per Share NAV. All fractional shares to which a single ACIF Shareholder as of immediately prior to the Effective Time would be otherwise entitled to receive will be aggregated and calculations will be rounded to three (3) decimal places.

Conversion of ACIF Common Shares; Exchange of ACIF Book-Entry Shares

At the Effective Time, each ACIF Common Share issued and outstanding immediately prior to the Effective Time (other than Cancelled Shares) will be converted into the right to receive the Merger Consideration. Each such ACIF Common Share will no longer be outstanding and will be automatically cancelled and cease to exist as of the Effective Time, and each holder of a book-entry share (“Book-Entry Share”) that immediately prior to the Effective Time represented an outstanding ACIF Common Share will cease to have any rights with respect to such Book-Entry Share other than the right to receive the Merger Consideration and any dividends payable in accordance with the terms of the Merger Agreement upon surrender of such Book-Entry Share in accordance with the terms of the Merger Agreement.

After the Effective Time, the stock transfer books of ACIF will be closed, and there will be no further transfers on the stock transfer books of ACIF of the ACIF Common Shares that were issued and outstanding immediately prior to the Effective Time.

Letter of Transmittal

As promptly as practicable following the Effective Time and in any event not later than the second business day thereafter, BCPL will cause an exchange agent that is appointed prior to the Closing (the “Exchange Agent”) to mail to each holder of record a Book-Entry Share that immediately prior to the Effective Time represented an outstanding ACIF Common Share: (i) a letter of transmittal, which will specify that delivery will be effected, and risk of loss and title to the Book-Entry Share will pass only the surrender of such Book-Entry Share to the Exchange Agent (which will be deemed to have been effected upon the delivery of a customary “agent’s

 

66

message” with respect to such Book-Entry Share or other such reasonable evidence, if any, of such surrender as the Exchange Agent might reasonably request), as applicable, which will be in the form and have such other provisions as BCPL and ACIF may reasonably specify and (ii) instructions for use in effecting the surrender of Book-Entry Shares in exchange for (A) the number of shares of BCPL Common Stock representing, in the aggregate, the whole number of shares that such holder has the right to receive in respect of such Book-Entry Shares, (B) any dividends payable pursuant to the terms of the Merger Agreement and (C) any cash paid in lieu of fractional shares of BCPL Common Stock payable pursuant to the terms of the Merger Agreement.

Upon surrender to the Exchange Agent of ACIF Common Shares that are Book-Entry Shares, by book-receipt of an “agent’s message” by the Exchange Agent in connection with the surrender of such Book-Entry Shares (or such other reasonable evidence, if any, of surrender with respect to such Book-Entry Shares as the Exchange Agent may reasonably request), in each case, the holder of such Book-Entry Shares will be entitled to receive in exchange therefor, and BCPL will cause the Exchange Agent to pay and deliver in exchange thereof as promptly as practicable (i) the number of shares of BCPL Common Stock representing, in the aggregate, the whole number of shares that such holder has the right to receive in respect of such Book-Entry Shares, (ii) any dividends payable pursuant to the terms of the Merger Agreement and (iii) any cash paid in lieu of fractional shares of BCPL Common Stock payable pursuant to the terms of the Merger Agreement, and the Book-Entry Shares so surrendered will be forthwith canceled. The Exchange Agent will accept such Book-Entry Shares upon compliance with such reasonable terms and conditions as the Exchange Agent may impose to effect an orderly exchange thereof in accordance with normal exchange practices. No interest will be paid or accrued for the benefit of holders of Book-Entry Shares on the cash payable upon the surrender of the Book-Entry Shares.

Withholding

BCPL, the Exchange Agent and each of their respective affiliates and agents, as applicable, will be entitled to deduct and withhold from any amounts payable to any ACIF Shareholders such amounts as it determines in good faith are required to be deducted and withheld with respect to the making of such payment under applicable tax laws. To the extent that amounts are withheld and paid over to the appropriate governmental entity, such withheld amounts will be treated as having been paid to ACIF Shareholders from whom they were withheld.

Representations and Warranties

The Merger Agreement contains representations and warranties by each of BCPL and Merger Sub, on the one hand, and ACIF, on the other hand, subject to specified exceptions and qualifications, relating to, among other things:

 

•

corporate organization and qualification, including with respect to consolidated subsidiaries;

 

•

capitalization and subsidiaries;

 

•

power and authority to execute, deliver and perform obligations under the Merger Agreement, and the absence of violations of (1) organizational documents, (2) laws or orders or (3) permits, contracts or other obligations;

 

•

required government filings and consents;

 

•

SEC reports;

 

•

financial statements, including the status of internal controls and disclosure controls and procedures;

 

•

broker’s fees;

 

•

absence of certain changes and actions since ACIF’s last certified shareholder report and BCPL’s last quarterly report filed with the SEC;

 

•

compliance with applicable laws, maintenance of appropriate permits and no disqualifications of affiliated persons;

 

67

•

the accuracy and completeness of information supplied for inclusion in this proxy statement/prospectus and the registration statement of which this proxy statement/prospectus forms a part;

 

•

tax matters;

 

•

absence of certain litigation, orders or investigations;

 

•

employment and labor matters, including with respect to the absence of employees and employee benefit plans;

 

•

material contracts and certain other types of contracts;

 

•

insurance coverage;

 

•

intellectual property matters;

 

•

no real property ownership or leases;

 

•

investment assets;

 

•

state takeover laws;

 

•

solely in the case of ACIF, absence of dissenters’ rights, appraisal rights or rights of an objecting stockholder;

 

•

opinions of the financial advisor to the BCPL Special Committee and the financial advisor to the ACIF Special Committee; and

 

•

bankruptcy matters.

The Merger Agreement contains representations and warranties by BC Partners Advisors or SCIM, subject to specified exceptions and qualifications, relating to:

 

•

organization and qualification;

 

•

power and authority to execute, deliver and perform obligations under the Merger Agreement, and the absence of violations of (1) organizational documents, (2) laws or orders or (3) permits, contracts or other obligations;

 

•

compliance with applicable laws and maintenance of appropriate permits;

 

•

absence of certain litigation, orders or investigations;

 

•

the accuracy of information supplied or to be supplied by BC Partners Advisors or SCIM, as applicable, for inclusion in this proxy statement/prospectus and the registration statement of which this proxy statement/prospectus forms a part;

 

•

the financial resources of BC Partners Advisors or SCIM, as applicable; and

 

•

to the knowledge of SCIM (in the case of ACIF) and BC Partners Advisors (in the case of BCPL), as of the date of the execution of the Merger Agreement, the representations and warranties made by ACIF and BCPL, as applicable, are true and correct in all material respects expect as previously disclosed.

These representations and warranties were made as of specific dates, may be subject to important qualifications and limitations agreed to by the parties in connection with negotiating the terms of the Merger Agreement and may have been included in the Merger Agreement for the purpose of allocating risk between the parties rather than to establish matters as facts. The Merger Agreement is described in, and included as Annex A to, this document only to provide you with information regarding its terms and conditions and not to provide any other factual information regarding the parties or their respective businesses. Accordingly, the representations and warranties and other provisions of the Merger Agreement should not be read alone, but instead should be read only in conjunction with the information provided elsewhere in this document.

 

68

For purposes of the Merger Agreement, “material adverse effect” with respect to ACIF, BCPL, SCIM or BC Partners Advisors, as applicable, means any event, development, change, effect or occurrence that is, or would reasonably be expected to be, individually or in the aggregate, materially adverse to (1) the business, operations, condition (financial or otherwise) or results of operations of such party and its consolidated subsidiaries, taken as a whole, or (2) the ability of such party to timely perform its material obligations under the Merger Agreement or consummate the Mergers, the other transactions contemplated thereby or the Discretionary Repurchase Offer. None of the following events, developments, changes, effects or occurrences will constitute or be taken into account in determining whether a material adverse effect has occurred or is reasonably expected to occur with respect to clause (1) in the immediately preceding sentence:

 

•

changes in general economic, social or political conditions or financial markets in general, including the commencement or escalation of a war, armed hostilities or other material international or national calamity or acts of terrorism or earthquakes, hurricanes, other natural disasters or acts of God or any pandemics (including the impact on economies generally and the results of any actions taken by governmental entities in response thereto);

 

•

general changes or developments in the industries in which such party and its consolidated subsidiaries operate, including general changes in law across such industries;

 

•

the announcement of the Merger Agreement or the transactions contemplated thereby or the identities of the parties to the Merger Agreement; and

 

•

the failure to meet internal or public projections or forecasts for any period (provided that the underlying cause of such failure will be considered in determining whether there is a material adverse effect).

The events, developments, changes, effects and occurrences set forth in the first two bullets in the immediately preceding paragraph will otherwise be taken into account in determining whether a material adverse effect has occurred to the extent such events, developments, changes, effects or occurrences have a materially disproportionate adverse impact on such party and its consolidated subsidiaries, taken as whole, relative to other participants of similar sizes engaged in the industries in which such party conducts its businesses.

Conduct of Business Pending Completion of the Mergers

Each of BCPL and ACIF has agreed that, until the earlier of the Effective Time and the date, if any, on which the Merger Agreement is terminated, except as may be required by law, as expressly permitted by the Merger Agreement or with the prior written consent of BCPL (with respect to ACIF) and ACIF (with respect to BCPL), which prior written consent will not be unreasonably delayed, conditioned or withheld, it will, and will cause each of its consolidated subsidiaries to, conduct its business in the ordinary course of business and consistent with past practice and each of ACIF’s and BCPL’s investment objectives and policies as publicly disclosed, respectively, and use reasonable best efforts to maintain and preserve intact its business organization and existing business relationships.

In addition, until the earlier of the Effective Time and the date, if any, on which the Merger Agreement is terminated, each of BCPL and ACIF has agreed that, except as may be required by law, as expressly permitted by the Merger Agreement or as previously disclosed, and acting in a manner consistent with the immediately preceding paragraph, it will not, and will not permit any of its consolidated subsidiaries to, directly or indirectly, without the prior written consent of ACIF or BCPL, as applicable (which prior written consent will not be unreasonably delayed, conditioned or withheld):

 

•

other than pursuant to its dividend reinvestment plan or distribution reinvestment plan or in connection with ACIF’s continuous offering, as applicable, as in effect as of the date of the Merger Agreement, issue, deliver, sell or grant, or encumber or pledge, or authorize the creation of (i) any shares of its capital stock, (ii) any voting debt or other voting securities or (iii) any securities convertible into or exercisable or exchangeable for, or any other rights to acquire, any such shares or other securities;

 

69

•

(i) make, authorize, declare, pay or set aside any dividend in respect of, or declare or make any distribution on, any shares of its capital stock, except for (A) the authorization, announcement and payment of regular cash distributions payable on a monthly or quarterly basis, as applicable, consistent with past practices and its investment objectives and policies as publicly disclosed, (B) the authorization and payment of any one or more dividends that are required to be paid in order for it to maintain its qualification for taxation as a RIC and to avoid the imposition of material income tax on undistributed income under Section 852(b) of the Code for any taxable year ending before the Closing (a “Tax Dividend”) or (C) dividends payable by any of its direct or indirect wholly owned consolidated subsidiaries to it or another direct or indirect wholly owned consolidated subsidiary; (ii) adjust, split, combine, reclassify or take similar action with respect to any of its capital stock or issue or authorize the issuance of any other securities in respect of, in lieu of or in substitution for shares of its capital stock; or (iii) except pursuant to the quarterly repurchase offers required to be made by ACIF pursuant to its repurchase policy in effect as of the date hereof, purchase, redeem or otherwise acquire, any shares of its capital stock or any rights, warrants or options to acquire, or securities convertible into, such capital stock;

 

•

sell, transfer, lease, mortgage, encumber or otherwise dispose of any of its assets or properties, except for (i) sales, transfers, leases, mortgages, encumbrances or other dispositions in the ordinary course of business consistent with past practice and its investment objectives and policies as publicly disclosed, or (ii) encumbrances required to secure permitted indebtedness of it or any of its consolidated subsidiaries;

 

•

acquire or agree to acquire all or any portion of the assets, business or properties of any other person or entity, whether by merger, consolidation, purchase or otherwise or make any other investments, except in a transaction conducted in the ordinary course of business consistent with its investment objectives and policies as publicly disclosed;

 

•

amend any of its governing documents or similar governing documents of any of its consolidated subsidiaries;

 

•

implement or adopt any material change in its tax or financial accounting principles, practices or methods, other than as required by applicable law, GAAP, the SEC or applicable regulatory requirements;

 

•

take any action or knowingly fail to take any action that would, or would reasonably be expected to (i) materially delay or materially impede the ability of the parties to consummate the transactions contemplated by the Merger Agreement or (ii) prevent the Mergers from qualifying as a “reorganization” under Section 368(a) of the Code, provided that the foregoing will not preclude it from declaring or paying any Tax Dividend on or before the Closing;

 

•

incur any indebtedness for borrowed money or guarantee any indebtedness of another person or entity, except for (i) draw-downs with respect to any previously disclosed financing arrangements existing as of the date of the Merger Agreement and obligations to fund commitments to companies or portfolio companies, as applicable, entered into in the ordinary course of business and (ii) indebtedness that is otherwise permitted pursuant to the terms of the Merger Agreement;

 

•

make or agree to make any new capital expenditure, other than obligations to fund commitments to companies or portfolio companies, as applicable, entered into in the ordinary course of business;

 

•

file or amend any material tax return other than in the ordinary course of business and consistent with past practice; make, change or revoke any material tax election; or settle or compromise any material tax liability or refund;

 

•

take any action, or knowingly fail to take any action, which action or failure to act is reasonably likely to cause it to fail to qualify or not be subject to tax as a RIC;

 

•

enter into any new line of business (except for any companies or portfolio companies in which it or any of its consolidated subsidiaries has made a debt or equity investment that is, would or should be

 

70

reflected in the schedule of investments included in its quarterly, semi-annual or annual periodic reports, as applicable, that are filed with the SEC);

 

•

other than in the ordinary course of business consistent with past practice and its investment objectives and policies as publicly disclosed, or, except as otherwise permitted pursuant to the terms of the Merger Agreement, enter into any material contract;

 

•

other than in the ordinary course of business consistent with past practice and its investment objectives and policies as publicly disclosed, terminate, cancel, renew or agree to any material amendment of, change in or waiver under any material contract (other than material contracts related to indebtedness permitted pursuant to the terms of the Merger Agreement);

 

•

settle any proceeding against it, except for proceedings that (i) are settled in the ordinary course of business consistent with past practice and its investment objectives and policies as publicly disclosed, in an amount not in excess of $1,250,000 (in the case of ACIF) or $500,000 (in the case of BCPL) in the aggregate (after reduction by any insurance proceeds actually received), (ii) would not impose any material restriction on the conduct of business of it or any of its consolidated subsidiaries or, after the Effective Time, in the case of ACIF, BCPL, the surviving company or any of their consolidated subsidiaries, and (iii) would not admit liability, guilt or fault;

 

•

except as otherwise expressly contemplated by the Merger Agreement, merge or consolidate it or any of its consolidated subsidiaries with any person or entity or enter into any other similar extraordinary corporate transaction, or adopt, recommend, propose or announce an intention to adopt a plan of complete or partial liquidation, dissolution, restructuring, recapitalization or other reorganization of it or any of its consolidated subsidiaries;

 

•

with respect to ACIF, acquire, or agree to acquire, any BCPL Common Stock, and with respect to BCPL, acquire, or agree to acquire, any ACIF Common Shares (other than pursuant to the Mergers); or

 

•

agree to take, make any commitment to take, or adopt any resolutions of its board of directors or board of trustees, as applicable, authorizing, any of the foregoing actions.

As noted above, these covenants are subject to certain exceptions that were previously disclosed by ACIF and BCPL. These exceptions include, but are not limited to, actions taken in connection with ACIF’s continuous offering of daily subscriptions for ACIF Common Shares and ACIF’s ordinary course tender offers pursuant to Rule 23c-1 of the 1940 Act.

Additional Agreements

Further Assurances; Regulatory Matters

The Merger Agreement contains covenants relating to the preparation of this document, the holding of the Special Meeting and obtaining certain regulatory and third-party consents. The Merger Agreement obligates the parties to cooperate with each other and use reasonable best efforts to take, or cause to be taken, in good faith, all actions, and to do, or cause to be done, all things necessary, including to promptly prepare and file all necessary documentation, to effect all applications, notices, petitions and filings, to obtain as promptly as practicable all permits of all governmental entities and all permits, consents, approvals, confirmations and authorizations of all third parties, in each case, that are necessary or advisable, to consummate the transactions contemplated by the Merger Agreement (including the Mergers and the Discretionary Repurchase Offer) in the most expeditious manner practicable, and to comply with the terms and conditions of all such permits, consents, approvals and authorizations of all such third parties and governmental entities.

The parties are required to file any required applications, notices or other filings under the HSR Act as promptly as practicable. In connection with such filings, the parties are required to use reasonable best efforts to cooperate with one another, to keep the other party informed of any communications received from governmental entities and permit the other party to review such communications. The parties must consult with each other with

 

71

respect to the obtaining of all permits, consents, approvals and authorizations of all third parties and permits of all governmental entities necessary or advisable to consummate the transactions contemplated by the Merger Agreement, and each party must keep the other reasonably apprised of the status of matters relating to completion of the transactions contemplated by the Merger Agreement. The parties and their consolidated subsidiaries are not required to make payments or provide other consideration for the repayment, restructuring or amendment of terms of indebtedness in connection with the transactions contemplated by the Merger Agreement (including the Mergers and the Discretionary Repurchase Offer), other than any consent fees that were previously disclosed.

ACIF Shareholder Approval

ACIF has agreed to hold the Special Meeting as promptly as practicable following the initiation of mailing to the ACIF Shareholders of the registration statement of which this proxy statement/prospectus forms a part for the purpose of obtaining the approval of ACIF Shareholders of the Merger Proposal. ACIF will be required to use its reasonable best efforts to obtain from ACIF Shareholders the vote required to approve the Merger Proposal. Notwithstanding any ACIF Adverse Recommendation Change (as defined below), these obligations of ACIF will not be affected by the commencement, public proposal, public disclosure or communication of any Takeover Proposal (as defined below) (whether or not an ACIF Superior Proposal (as defined below)).

Indemnification

BCPL has agreed, following the Effective Time, to the fullest extent permitted under applicable law, to indemnify, defend and hold harmless and advance expenses to the present and former trustees and officers of ACIF or any of its consolidated subsidiaries (in each case, when acting in such capacity) (collectively, the “D&O Indemnified Parties”) against all costs or expenses (including, but not limited to, reasonable attorneys’ fees actually incurred, reasonable experts’ fees, reasonable travel expenses, court costs, transcript fees and telecommunications, postage and courier charges), judgments, fines, losses, claims, damages, penalties, amounts paid in settlement or other liabilities incurred in connection with any proceeding arising out of actions or omissions occurring at or prior to the Effective Time (including in connection with the transactions contemplated by the Merger Agreement). If an indemnified liability arises, (i) BCPL has agreed to advance to the applicable D&O Indemnified Party, upon request, reimbursement of documented expenses reasonably and actually incurred to the fullest extent permitted under applicable law (so long as such D&O Indemnified Party, or someone on his or her behalf, undertakes to repay such advances if he or she is ultimately determined to be not entitled to indemnification and such D&O Indemnified Party complies with other applicable provisions imposed under the 1940 Act and interpretations thereof by the SEC or its staff) and (ii) BCPL and the applicable D&O Indemnified Party will cooperate in the defense of such matter.

At or prior to the Closing, ACIF will, at the cost of ACIF, purchase prepaid, non-cancelable directors’ and officers’ liability, employment practices liability and fiduciary liability “tail” insurance with a reporting period no less than six (6) years from the Closing, covering each D&O Indemnified Party and any other natural persons who are covered by the directors’ and officer’s liability, employment practices liability and fiduciary liability insurance maintained by ACIF and its consolidated subsidiaries in effect as of the Closing (such persons, “Insured Persons,” and such insurance, “Current Insurance”) in respect of actions, omissions, circumstances, events or other matters occurring at or prior to the Closing (including with respect to actions, omissions, circumstances, events or other matters occurring in connection with the Merger Agreement and the transactions contemplated by it) on terms and conditions, including limits and retentions, no less favorable to the Insured Persons than the Current Insurance. BCPL will, and will cause ACIF to, maintain such “tail” insurance in full force and effect from and after the Closing and will not, and will cause ACIF not to, amend the terms and conditions of such “tail” insurance in any manner.

No Solicitation

ACIF has agreed to, and to cause its affiliates, consolidated subsidiaries, and its and each of their respective officers, trustees, managers, employees, consultants, financial advisors, attorneys, accountants and other

 

72

advisors, representatives and agents (collectively, “Representatives”) to immediately cease and cause to be terminated all discussions or negotiations with any person that may be ongoing with respect to, or that are intended to or could reasonably be expected to lead to, a “Takeover Proposal” (as described below), and demand the immediate return or destruction (which destruction will be certified in writing to ACIF) of all confidential information previously furnished to such person (other than BCPL or its respective affiliates or Representatives) with respect to any Takeover Proposal, subject to the terms of any existing confidentiality or similar agreement with such person. Prior to the Effective Time, subject to certain exceptions described below, ACIF has agreed not to, and to cause its affiliates, consolidated subsidiaries and its and their respective Representatives not to: (i) directly or indirectly solicit, initiate, induce, encourage or take any other action (including by providing information) designed to, or which could reasonably be expected to, facilitate any inquiries or the making or submission or implementation of any proposal or offer (including any proposal or offer to its stockholders) with respect to any Takeover Proposal; (ii) approve, publicly endorse or recommend or enter into any agreement, arrangement, discussions or understandings with respect to any Takeover Proposal (including any letter of intent, agreement in principle, memorandum of understanding or confidentiality agreement) or enter into any contract or understanding (including any letter of intent, agreement in principle, memorandum of understanding or confidentiality agreement (other than an Acceptable Confidentiality Agreement (as defined below) entered into when permitted by the Merger Agreement)) requiring it to abandon, terminate or fail to consummate, or that is intended to or that could reasonably be expected to result in the abandonment of, termination of or failure to consummate, or that is intended to or that could reasonably be expected to result in the abandonment of, termination of or failure to consummate, the Mergers, the Discretionary Repurchase Offer or any other transaction contemplated by the Merger Agreement; (iii) initiate or participate in any way in any negotiations or discussions regarding, or furnish or disclose to any person or entity (other than BCPL and its respective affiliates or Representatives) any information with respect to, or take any other action to facilitate or in furtherance of any inquiries or the making of any proposal that constitutes, or could reasonably be expected to lead to, any Takeover Proposal; (iv) publicly propose or publicly announce an intention to take any of the foregoing actions; or (v) grant any (x) approval pursuant to any takeover statute to any person or entity (other than BCPL or its respective affiliates) or with respect to any transaction (other than the transactions contemplated by the Merger Agreement) or (y), unless required by the applicable fiduciary duties (as determined by the ACIF Board in good faith), waive, release or fail to enforce any standstill or any similar agreement with respect to equity securities of ACIF; provided, that, notwithstanding the foregoing, ACIF (A) may inform persons or entities of the foregoing restrictions, and (B) is permitted to grant a waiver of, or terminate, any “standstill” or similar obligation of any third party with respect to equity securities of ACIF in order to allow such third party to confidentially submit a Takeover Proposal. ACIF has agreed to, as promptly as reasonably practicable (and in any event within twenty-four (24) hours after receipt) (i) notify BCPL in writing of any request for information or any Takeover Proposal and the terms and conditions of such request, Takeover Proposal or inquiry (including the identity of the person or entity (or group of persons or entities) making such request, Takeover Proposal or inquiry) and (ii) provide to BCPL copies of any written materials received by ACIF or its respective affiliates or Representatives in connection with any of the foregoing, and the identity of the person or entity (or group of persons or entities) making any such request, Takeover Proposal or inquiry or with whom any discussions or negotiations are taking place. ACIF has agreed to keep BCPL informed on a reasonably current basis (and in any event within twenty-four (24) hours after receipt) of the status and the material terms and conditions (including amendments or proposed amendments) of any such request, Takeover Proposal or inquiry and keep BCPL informed on a reasonably current basis of any information requested of or provided by ACIF and as to the status of all discussions or negotiations with respect to any such request, Takeover Proposal or inquiry.

Takeover Proposals

ACIF Proposals

If on or after the date of the Merger Agreement and at any time prior to the approval of the Merger Proposal being obtained at the Special Meeting, (i) ACIF receives an unsolicited bona fide Takeover Proposal from a third party (in which ACIF has complied in all material respects with the obligations described under “No Solicitation” above) and (ii) the ACIF Board, including a majority of the ACIF Independent Trustees, determines, after

 

73

consultation with its outside legal counsel and, with respect to financial matters, its financial advisor, that (x) failure to consider such Takeover Proposal would be a breach of the fiduciary duties under applicable law applicable to the members of the ACIF Board and (y) such Takeover Proposal constitutes or is reasonably likely to result in an “ACIF Superior Proposal” (as described below), then, so long as certain notice and other procedural requirements are satisfied (including providing notice to BCPL within twenty-four (24) hours after determining that a Takeover Proposal constitutes an ACIF Superior Proposal), ACIF may directly or indirectly through one of more of its Representatives, engage in discussions and negotiations with such third party and provide information in response to a request therefor by such third party if ACIF (A) receives from the third party an executed confidentiality agreement with terms that are at least as restrictive in all material respects on such person as those contained in any confidentiality agreement between BCPL and ACIF (an “Acceptable Confidentiality Agreement”) and (B) provides BCPL a copy of all such information that has not previously been delivered to BCPL simultaneously with delivery to such third party (or its Representatives or affiliates).

In addition, if on or after the date of the Merger Agreement and at any time prior to the approval of the Merger Proposal being obtained at the Special Meeting, (1) the ACIF Board, including a majority of the ACIF Independent Trustees, has determined in good faith (after consultation with its outside legal counsel and, with respect to financial matters, its financial advisor) that a Takeover Proposal constitutes an ACIF Superior Proposal and (2) the ACIF Board, including a majority of the ACIF Independent Trustees, has determined in good faith (after consultation with its outside legal counsel and, with respect to financial matters, its financial advisor) and after compliance with its obligations under the Merger Agreement in connection with the receipt of an unsolicited bona fide Takeover Proposal, that failure to take any actions described in (x), (y) and (z) below would be a breach of the fiduciary duties under applicable law applicable to the members of the ACIF Board as a result of an ACIF Superior Proposal, (x) the ACIF Board may withdraw or qualify (or modify or amend in a manner adverse to BCPL), or may publicly propose to withdraw or qualify (or modify or amend in a manner adverse to BCPL), the recommendation of the ACIF Board that ACIF Shareholders approve the Merger Proposal, (y) ACIF may not include such recommendation in this joint proxy statement/prospectus (an “ACIF Adverse Recommendation Change”) and/or (z) ACIF may terminate the Merger Agreement in accordance with its terms to enter into a definitive written agreement with respect to such ACIF Superior Proposal, then the ACIF Board may take, and/or cause ACIF to take, such recommended actions. Other than in connection with a Takeover Proposal, nothing in the Merger Agreement will prohibit or restrict the ACIF Board from, on or after the date of the Merger Agreement and any time prior to the approval of the Merger Proposal being obtained at the Special Meeting, effectuating an ACIF Adverse Recommendation Change in response to an Intervening Event, subject to the procedures set forth in the Merger Agreement.

Other than as described above, neither ACIF nor the ACIF Board may make any ACIF Adverse Recommendation Change or terminate the Merger Agreement to enter into a definitive agreement with respect to an ACIF Superior Proposal, and no ACIF Adverse Recommendation Change will change the approval of the Merger Proposal or any other approval of the ACIF Board, including in any respect that would have the effect of causing any takeover statue or similar statute to be applicable to the transactions contemplated by the Merger Agreement.

Related Definitions

For purposes of the Merger Agreement:

 

•

“Intervening Event” means any event, change or development first occurring or arising after the date of the Merger Agreement that is material to ACIF and its consolidated subsidiaries, taken as whole, that was not known to, or reasonably foreseeable by, the ACIF Board, as of or prior to the date of the Merger Agreement (or if known or reasonably foreseeable, the material consequences of which were not known or reasonably foreseeable as of the date of the Merger Agreement) and did not result from or arise out of the announcement or pendency of, or any actions required to be taken by ACIF (or to be refrained from being taken by ACIF) pursuant to the Merger Agreement; provided, however, that in no

 

74

event will the following events, changes or developments constitute an Intervening Event: (i) the receipt, existence, or terms of a Takeover Proposal or any matter relating thereto or consequence thereof or any inquiry, proposal, offer, or transaction from any third party relating to or in connection with a transaction of the nature described in the definition of “Takeover Proposal” (which, for the purposes of the Intervening Event definition, will be read without reference to the percentage thresholds set forth in the definition thereof); (ii) any change in the price of BCPL Common Stock (provided, however, that this clause (ii) will not apply to the underlying causes giving rise to or contributing to such change or prevent any of such underlying causes from being taken into account in determining whether an Intervening Event has occurred unless such underlying causes are otherwise excluded from the definition of Intervening Event); or (iii) any changes in general economic or political conditions, except to the extent that such changes have a materially disproportionate adverse impact on ACIF and its consolidated subsidiaries, taken as a whole, relative to other participants of similar sizes engaged in the industries in which, as applicable, ACIF conducts its business.

 

•

“ACIF Superior Proposal” means a bona fide written Takeover Proposal that was not knowingly solicited by, or the result of any knowing solicitation by, ACIF or any of its consolidated subsidiaries or by any of their respective affiliates or Representatives in violation of the Merger Agreement, made by a third party that would result in such third party becoming the beneficial owner, directly or indirectly, of more than 75% of the total voting power of ACIF or more than 75% of the assets of ACIF on a consolidated basis (i) on terms which the ACIF Board determines in good faith to be superior for ACIF Shareholders (in their capacity as shareholders), taken as a group, from a financial point of view as compared to the Mergers (after giving effect to any alternative proposed by BCPL as described under “ACIF Proposals” above), (ii) that is reasonably likely to be consummated (taking into account, among other things, all legal, financial, regulatory and other aspects of the proposal, including any conditions, and the identity of the offeror) in a timely manner and in accordance with its terms and (iii) in respect of which any required financing has been determined in good faith by the ACIF Board (upon the recommendation of the ACIF Special Committee) to be reasonably likely to be obtained, as evidenced by a written commitment of a reputable financing source.

 

•

“Takeover Proposal” means any inquiry, proposal, discussions, negotiations or offer from any person or entity or group of persons or entities (other than BCPL or any of its affiliates) (i) with respect to a merger, consolidation, tender offer, exchange offer, stock acquisition, asset acquisition, share exchange, business combination, recapitalization, liquidation, dissolution, joint venture or similar transaction involving ACIF or any of its consolidated subsidiaries, (ii) relating to any direct or indirect acquisition, in one transaction or a series of transactions, of (a) assets or businesses (including any mortgage, pledge or similar disposition thereof but excluding any bona fide financing transaction) that constitute or represent, or would constitute or represent if such transaction is consummated, 25% or more of the total assets, net revenue or net income of ACIF and its consolidated subsidiaries, taken as a whole, or (b) 25% or more of the outstanding shares of capital stock of, or other equity or voting interests in, ACIF or in any of its consolidated subsidiaries, or (iii) relating to any direct or indirect transaction or series of transactions that would result in any person other than SCIM or an affiliate thereof serving as the external investment adviser to ACIF, in each case other than the Mergers, the Discretionary Repurchase Offer and the other transactions contemplated by the Merger Agreement.

Access to Information

Upon reasonable notice, except as may otherwise be restricted by applicable law, each of BCPL and ACIF will, and will cause its consolidated subsidiaries to, afford to the directors, trustees, officers, accountants, counsel, advisors and other Representatives of the other party, reasonable access, during normal business hours during the period prior to the Effective Time, to its properties, books, contracts, and records and, during such period, such party will, and will cause its consolidated subsidiaries to, make available (including via EDGAR) to the other party all other information concerning its business and properties as the other party may reasonably

 

75

request, subject to certain exceptions relating to confidentiality and attorney-client privilege or any similar privilege or protection.

Publicity

ACIF, BCPL, SCIM and BC Partners Advisors each will consult with the others before issuing or causing the publication of any press release or other public announcement with respect to the Merger Agreement, the Mergers, the Discretionary Repurchase Offer or the transactions contemplated by the Merger Agreement, except (x) as may be required by applicable law, and, to the extent practicable, before such press release or other public announcement is issued or made, BCPL, ACIF, SCIM or BC Partners Advisors, as applicable, will use commercially reasonable efforts to advise the other parties of, and consult with the other parties regarding, the text of such press release or other public announcement or (y) to the extent that such press release or other public announcement relates to any ACIF Adverse Recommendation Change made in accordance with the terms of the Merger Agreement, subject to certain exceptions.

Takeover Statutes and Provisions

Neither BCPL nor ACIF will take any action that would cause the transactions contemplated by the Merger Agreement to be subject to the requirements imposed by any takeover statute, and each of BCPL and ACIF will take all necessary steps within its control to exempt (or ensure the continued exemption of) such transactions from, or if necessary challenge the validity or applicability of, any applicable takeover statute.

Tax Matters

It is a condition to the obligations of each of ACIF and of BCPL to consummate the Mergers that ACIF and BCPL, respectively, has received a written opinion from Simpson Thacher, outside legal counsel to ACIF and BCPL, in each case dated as of the Closing and substantially to the effect that the Mergers, taken together, will qualify as a “reorganization,” within the meaning of Section 368(a) of the Code.

During the period through the Effective Time, except as expressly contemplated or permitted by the Merger Agreement, (i) ACIF will not, and will not permit any of its consolidated subsidiaries to, directly or indirectly, without the prior written consent of BCPL, take any action, or knowingly fail to take any action, which action or failure to act is reasonably likely to cause ACIF to fail to qualify as a RIC, and (ii) BCPL will not, and will not permit any of its consolidated subsidiaries to, directly or indirectly, without the prior written consent of ACIF, take any action, or knowingly fail to take any action, which action or failure to act is reasonably likely to cause BCPL to fail to qualify as a RIC.

Unless otherwise required by applicable law or administrative action, (i) each of ACIF, BCPL and Merger Sub will use its reasonable best efforts to cause the Mergers to qualify as a “reorganization” governed by Section 368(a) of the Code, including by not taking any action that such party knows is reasonably likely to prevent such qualification; and (ii) each of ACIF, BCPL and Merger Sub will report the Mergers for U.S. federal income tax purposes as a “reorganization” governed by Section 368(a) of the Code.

Prior to the Effective Time, ACIF will deliver to BCPL a duly completed and executed Form W-9, dated as of the Closing.

Stockholder Litigation

The parties to the Merger Agreement will reasonably cooperate and consult with one another in connection with the defense and settlement of any proceeding by ACIF Shareholders or BCPL Stockholders against any of them or any of their respective directors, trustees, officers or affiliates with respect to the Merger Agreement or the transactions contemplated thereby, and each of ACIF and BCPL will keep the other party reasonably

 

76

informed of any material developments in connection with any such proceeding brought by its shareholders or stockholders, as applicable, and will not settle any such proceeding without the prior written consent of the other party (such consent not to be unreasonably delayed, conditioned or withheld).

Section 16 Matters

Prior to the Effective Time, the ACIF Board and the BCPL Board will take all such steps as may be required to cause any dispositions of ACIF Common Shares or acquisitions of BCPL Common Stock resulting from the transactions contemplated by the Merger Agreement by each individual who is subject to the reporting requirements of Section 16(a) of the Exchange Act with respect to ACIF or will become subject to such reporting requirements with respect to BCPL, in each case, to be exempt pursuant to Rule 16b-3.

No Other Representations or Warranties

The parties have acknowledged and agreed that except for the representations contained in the Merger Agreement, none of BC Partners Advisors, SCIM, ACIF, BCPL or any of ACIF’s or BCPL’s respective consolidated subsidiaries or any other person or entity acting on behalf of the foregoing makes or has relied on any representation or warranty, express or implied.

Termination of ACIF Agreements

Immediately after the occurrence of the Effective Time, the ACIF Investment Advisory Agreement and ACIF’s administration agreement will be terminated and of no further force and effect.

Dividends

Neither BCPL nor ACIF will authorize or declare any dividend or distribution to its stockholders or shareholders, as applicable, after the Determination Date at any time on or before the Closing; provided, that, notwithstanding the foregoing, ACIF or BCPL may declare or pay any dividend or distribution to its stockholders or shareholders, as applicable, solely payable in cash in accordance with the Merger Agreement, including a Tax Dividend.

Prior to the Closing, ACIF will declare to ACIF Shareholders a Tax Dividend. For the avoidance of doubt, with respect to the taxable year that includes the Closing, ACIF will not be required to make distributions, and it is expected that any income or gain for such taxable year that is undistributed as of the Closing will be distributed (i) by BCPL or (ii) through such other mechanisms as agreed by the parties.

Conditions to Closing the Mergers

Conditions to Each Party’s Obligations to Effect the Mergers

The obligations of BCPL and ACIF to effect the Mergers are subject to the satisfaction or, other than with respect to the first bullet point below, waiver, at or prior to the Effective Time, of the following conditions:

 

•

the required approvals the ACIF Shareholders, including the Merger Proposal, are obtained at the Special Meeting;

 

•

the registration statement, of which this proxy statement/prospectus forms a part, has become effective under the Securities Act and applicable state law, and no stop order suspending its effectiveness has been issued and no proceedings for that purpose have been initiated by the SEC or any applicable state securities regulator;

 

•

no order issued by any court or agency of competent jurisdiction or other law preventing, enjoining, restraining or making illegal the consummation of the Mergers, the Discretionary Repurchase Offer, or any of the other transactions contemplated by the Merger Agreement is in effect;

 

77

•

all regulatory approvals required by applicable law to consummate the transactions contemplated by the Merger Agreement, including the Mergers and the Discretionary Repurchase Offer, have been obtained and remain in full force and effect and all statutory waiting periods required by applicable law in respect thereof have expired (including expiration of the applicable waiting period under the HSR Act), other than those, in each case, the failure to be obtained or to have expired would not, and would not reasonably be expected to, be material and adverse to ACIF and BCPL, taken as a whole; and

 

•

no proceeding by any governmental entity of competent jurisdiction is pending that challenges the Mergers or any of the other transactions contemplated by the Merger Agreement or that otherwise prevents, enjoins, restrains or makes illegal the consummation of the Mergers, the Discretionary Repurchase Offer or any of the other transactions contemplated by the Merger Agreement.

Conditions to Obligations of BCPL and Merger Sub to Effect the Mergers

The obligations of BCPL and Merger Sub to effect the Mergers are also subject to the satisfaction, or waiver by BCPL, at or prior to the Effective Time, of the following conditions:

 

•

the representations and warranties of ACIF pertaining to:

 

•

the capitalization of ACIF are true and correct in all respects (other than de minimis inaccuracies) as of the date of the Merger Agreement and as of the Closing (except to the extent that any such representation and warranty expressly speaks as of an earlier date, in which case such representation and warranty is true and correct as of such earlier date);

 

•

the absence of events that would, individually or in the aggregate, reasonably be expected to have a material adverse effect with respect to ACIF are true and correct in all respects as of the date of the Merger Agreement and as of the Closing (except to the extent that any such representation and warranty expressly speaks as of an earlier date, in which case such representation and warranty is true and correct as of such earlier date);

 

•

authority, no violation, brokers and appraisal rights are true and correct in all material respects as of the date of the Merger Agreement and as of the Closing (except to the extent that any such representation and warranty expressly speaks as of an earlier date, in which case such representation and warranty is true and correct as of such earlier date); and

 

•

all other representations and warranties of ACIF contained in the Merger Agreement, disregarding all qualifications and exceptions contained therein relating to the materiality or material adverse effect or any similar qualification, are true and correct on and as of the date of the Merger Agreement and on and as of the Closing as though such representations and warranties were made on and as of such date and time (except to the extent that any such representation and warranty speaks only as to a specified date, in which case such representation and warranty is true and correct as of such specified date), except where the circumstances causing the failure of such representations or warranties to be true and correct have not had and would not reasonably be expected to have, individually or in the aggregate, a material adverse effect with respect to ACIF;

 

•

ACIF and SCIM have performed in all material respects all obligations required to be performed by them under the Merger Agreement at or prior to the Effective Time;

 

•

since the date of the Merger Agreement, there has not occurred any condition, change or event that, individually or in the aggregate, has had or would reasonably be expected to have, a material adverse effect in respect of ACIF;

 

•

BCPL has received a certificate signed on behalf of ACIF by the Chief Executive Officer or the Chief Financial Officer of ACIF to the effect that the conditions set forth in the bullet points above, as applicable to ACIF, have been satisfied;

 

•

BCPL has received a certificate signed on behalf of an authorized officer of SCIM to the effect that the conditions set forth in the bullet points above, as applicable to SCIM, have been satisfied; and

 

78

•

BCPL has received the opinion of its counsel, Simpson Thacher, dated as of the Closing, substantially to the effect that, on the basis of facts, representations and assumptions that are consistent with the state of facts existing at the Closing, the Mergers will be treated as a reorganization within the meaning of Section 368(a) of the Code.

Conditions to Obligations of ACIF to Effect the Mergers

The obligation of ACIF to effect the Mergers is also subject to the satisfaction, or waiver by ACIF, at or prior to the Effective Time, of the following conditions:

 

•

the representations and warranties of BCPL, Merger Sub and/or BC Partners Advisors, as applicable, pertaining to:

 

•

the capitalization of BCPL are true and correct in all respects (other than de minimis inaccuracies) as of the date of the Merger Agreement and as of the Closing (except to the extent that any such representation and warranty expressly speaks as of an earlier date, in which case such representation and warranty is true and correct as of such earlier date);

 

•

the absence of events that would, individually or in the aggregate, reasonably be expected to have a material adverse effect with respect to BCPL are true and correct in all respects as of the date of the Merger Agreement and as of the Closing (except to the extent that any such representation and warranty expressly speaks as of an earlier date, in which case such representation and warranty is true and correct as of such earlier date);

 

•

authority, no violation and, with respect to BCPL and Merger Sub, brokers are true and correct in all material respects as of the date of the Merger Agreement and as of the Closing (except to the extent that any such representation and warranty expressly speaks as of an earlier date, in which case such representation and warranty is true and correct as of such earlier date); and

 

•

all other representations and warranties of BCPL, Merger Sub and BC Partners Advisors contained in the Merger Agreement, disregarding all qualifications and exceptions contained therein relating to the materiality or material adverse effect or any similar qualification, are true and correct on and as of the date of the Merger Agreement and on and as of the Closing as though such representations and warranties were made on and as of such date and time (except to the extent that any such representation and warranty speaks only as to a specified date, in which case such representation and warranty is true and correct as of such specified date), except where the circumstances causing the failure of such representations or warranties to be so true and correct have not had and would not reasonably be expected to have, individually or in the aggregate, a material adverse effect with respect to BCPL, Merger Sub or BC Partners Advisors, as applicable;

 

•

BCPL, Merger Sub and BC Partners Advisors have performed in all material respects all obligations required to be performed by them under the Merger Agreement at or prior to the Effective Time;

 

•

since the date of the Merger Agreement, there has not occurred any condition, change or event that, individually or in the aggregate, has had or would reasonably be expected to have, a material adverse effect in respect of BCPL or BC Partners Advisors;

 

•

ACIF has received a certificate signed on behalf of BCPL and Merger Sub by the Chief Executive Officer or the Chief Financial Officer of BCPL to the effect that the conditions set forth in the bullet points above, as applicable to BCPL and Merger Sub, have been satisfied;

 

•

ACIF has received a certificate signed by an authorized officer of BC Partners Advisors to the effect that the conditions set forth in the bullet points above, as applicable to BC Partners Advisors, have been satisfied; and

 

•

ACIF has received the opinion of its counsel, Simpson Thacher, dated as of the Closing, substantially to the effect that, on the basis of facts, representations and assumptions that are consistent with the state

 

79

of facts existing at the Closing, the Mergers will be treated as a reorganization within the meaning of Section 368(a) of the Code.

Frustration of Closing Conditions

None of BCPL, Merger Sub or ACIF may rely on the failure of any condition to be satisfied to excuse performance by such party of its obligations under the Merger Agreement if such failure was caused by such party’s failure to act in good faith or use its commercially reasonable efforts to consummate the Mergers, the Discretionary Repurchase offer and the other transactions contemplated by the Merger Agreement.

Termination of the Merger Agreement

Right to Terminate

The Merger Agreement may be terminated at any time prior to the Effective Time, whether before or after approval of the Merger Proposal by ACIF Shareholders:

 

•

by mutual consent of ACIF and BCPL in a written instrument authorized by each of the ACIF Board and BCPL Board, including a majority of the ACIF Independent Trustees and a majority of the BCPL Independent Directors, respectively;

 

•

by either ACIF or BCPL, if:

 

•

any governmental entity that must grant a regulatory approval has denied approval of the transactions contemplated by the Merger Agreement (including the Mergers and the Discretionary Repurchase Offer) and such denial has become final and non-appealable, or any governmental entity of competent jurisdiction has issued a final and non-appealable order, or promulgated any other law that permanently enjoins or otherwise prohibits or makes illegal the consummation of the transactions contemplated by the Merger Agreement;

 

•

the Mergers have not been consummated on or before February 24, 2027 (the “Outside Date”), provided that the right to terminate the Merger Agreement on this basis will not be available to any party whose failure to fulfill in any material respect any of its obligations under the Merger Agreement has been the cause of, or resulted in, the event giving rise to the failure to close prior to the Outside Date; or

 

•

the requisite ACIF Shareholder approval, including approval of the Merger Proposal, is not obtained;

provided, however, that the right to terminate the Merger Agreement pursuant to any of the foregoing will not be available to any party that has breached in any material respect its obligations under the Merger Agreement in any manner that has been the principal cause of or resulted in the failure to consummate the transactions contemplated by the Merger Agreement;

 

•

by ACIF, if:

 

•

BCPL, Merger Sub or BC Partners Advisors breaches or fails to perform any of its respective representations, warranties, covenants and agreements under the Merger Agreement, which breach or failure, either individually or in the aggregate, would result in, if occurring or continuing at the Closing, the failure of certain closing conditions, and such breach or failure is not curable prior to the Outside Date or if curable prior to the Outside Date, has not been cured within thirty (30) days after the giving of notice thereof by ACIF to BCPL (provided that ACIF is not then in material breach of the Merger Agreement so as to result in the failure of certain closing conditions); or

 

•

prior to obtaining approval of the Merger Proposal by ACIF Shareholders, (i) ACIF is not in material breach of any of the terms of the Merger Agreement and (ii) the ACIF Board, including a majority of the ACIF Independent Trustees, properly authorizes ACIF to enter into, and ACIF enters into, a definitive contract with respect to an ACIF Superior Proposal.

 

80

•

by BCPL, if:

 

•

ACIF or SCIM breaches or fails to perform any of its representations, warranties, covenants and agreements under the Merger Agreement, which breach or failure, either individually or in the aggregate, would result in, if occurring or continuing on the Closing, the failure of certain closing conditions, and such breach or failure is not curable prior to the Outside Date or if curable prior to the Outside Date, has not been cured within thirty (30) days after the giving of notice thereof by BCPL to ACIF (provided that BCPL is not then in material breach of the Merger Agreement so as to result in the failure of certain closing conditions);

 

•

prior to obtaining approval of the Merger Proposal by ACIF Shareholders (i) an ACIF Adverse Recommendation Change occurs to the extent permitted by, and subject to the terms and conditions of the Merger Agreement, (ii) a Takeover Proposal is publicly announced and ACIF fails to issue, within ten (10) business days after such Takeover Proposal is announced, a press release that reaffirms the recommendation of the ACIF Board that ACIF Shareholders vote in favor of the Merger Proposal, or (iii) a tender or exchange offer relating to any ACIF Common Shares has been commenced by a third party and ACIF does not send to ACIF Shareholders, within ten (10) business days after the commencement of such tender or exchange offer, a statement disclosing that the ACIF Board recommends rejection of such tender or exchange offer; or

 

•

ACIF willfully breaches, in any material respect, its obligations relating to the solicitation and administration of Takeover Proposals from third parties, other than in the case where (w) such breach is a result of an isolated action by a Representative of ACIF (other than a trustee or officer of ACIF), (x) such breach was not caused by, or within the knowledge of, ACIF, (y) ACIF takes appropriate actions to remedy such breach promptly upon discovery thereof and (z) BCPL is not harmed as a result thereof; provided that in no event will BCPL be entitled to terminate the Merger Agreement in accordance with its terms following approval of the Proposals by ACIF Shareholders.

Expense Reimbursement

If the Merger Agreement is terminated by either BCPL or ACIF in connection with the failure to obtain the requisite ACIF Shareholder approval, including approval of the Merger Proposal, then ACIF will reimburse BCPL and its affiliates for all of their reasonable, documented out-of-pocket fees and expenses (including all reasonable, documented fees and expenses of outside counsel, financial advisors, accountants, experts and consultants to BCPL and its affiliates) incurred and payable by BCPL or on its behalf in connection with or related to the authorization, preparation, investigation, negotiation, execution and performances of the Merger Agreement and the transactions contemplated by it (“BCPL Expenses”). BCPL Expenses will be promptly paid by ACIF by wire transfer of immediately available funds to an account designated in writing to ACIF by BCPL if BCPL will have furnished to ACIF wire payment instructions prior to the date of payment or, otherwise, by certified or official bank check.

As noted above, ACIF and SCIM have entered into the Fee Waiver Agreement pursuant to which SCIM has agreed, for each of the first through the twenty-fourth full months after the Fee Waiver Agreement becomes effective, to waive $62,500 of its management fees earned during such month. The Fee Waiver Agreement will become effective upon, and is subject to, the failure of the ACIF Shareholders to approve the Merger Proposal by the affirmative vote of a “majority of the outstanding voting securities” of ACIF at a duly held meeting of the ACIF Shareholders or at any adjournment or postponement thereof at which the Merger Proposal has been voted upon.

Effect of Termination

If the Merger Agreement is terminated, it will become void and have no effect, and there will be no liability on the part of BC Partners Advisors, SCIM, BCPL, Merger Sub, ACIF or their respective affiliates or

 

81

consolidated subsidiaries or any of their respective directors, trustees or officers. However, except as otherwise provided in the Merger Agreement, (1) BC Partners Advisors, SCIM, BCPL and ACIF will remain liable to each other for any damages incurred or suffered by another party arising out of its willful or intentional breach of any provision of the Merger Agreement or its failure or refusal to consummate the Merger Agreement and the transactions contemplated thereby when it was obligated to do so in accordance with the terms of the Merger Agreement and (2) certain designated provisions of the Merger Agreement will survive the termination of the Merger Agreement.

Amendment of the Merger Agreement

The Merger Agreement may be amended by the parties, by action taken or authorized by their respective boards of directors or trustees, as applicable, at any time before or after approval of the Merger Proposal by the ACIF Shareholders; provided that after any approval of the BCPL Share Issuance Proposal by BCPL Stockholders or the Merger Proposal by ACIF Shareholders, there may not be, without further approval of the applicable party’s stockholders or shareholders, any amendment of the Merger Agreement that requires such further approval under applicable law. The Merger Agreement may not be amended except by an instrument in writing signed on behalf of each of the parties.

Expenses and Fees

Except as otherwise outlined in the section entitled “Description of the Merger Agreement—Termination of Merger Agreement—Termination Fees,” all fees and expenses incurred in connection with the Merger Agreement and the transactions contemplated thereby (including the Mergers and the Discretionary Repurchase Offer), will be paid by the party incurring such fees and expenses, whether or not the transactions contemplated by the Merger Agreement (including the Mergers and the Discretionary Repurchase Offer) are consummated; provided, however, the following fees and expenses will be borne proportionately by BCPL and ACIF by reference to their respective NAVs as of December 31, 2025: (i) all costs and expenses of printing and mailing this proxy statement/prospectus, (ii) all filing and other fees paid to the SEC in connection with the Mergers, (iii) all filing and other fees in connection with any filing under the HSR Act.

 

82

ACCOUNTING TREATMENT OF THE MERGERS

The Mergers would be considered asset acquisitions under GAAP with BCPL being the accounting survivor. The Mergers would then be accounted for under the asset acquisition method of accounting by BCPL in accordance with Accounting Standards Codification Topic 805-50, Business Combinations—Related Issues (“ASC 805-50”). Under asset acquisition accounting, acquiring assets in groups not only requires ascertaining the cost of the asset (or net assets), but also allocating that cost to the individual assets (or individual assets and liabilities) that make up the group. Per ASC 805-50-30-1, assets are recognized based on their cost to the acquiring entity, which generally includes transaction costs of the asset acquisition, and no gain or loss is recognized unless the fair value of noncash assets given as consideration differs from the assets’ carrying amounts on the acquiring entity’s records. ASC 805-50-30-2 provides that asset acquisitions in which the consideration given is cash are measured by the amount of cash paid. However, if the consideration given is not in the form of cash (that is, in the form of noncash assets, liabilities incurred, or equity interests issued), measurement is based on the cost to the acquiring entity or the fair value of the assets (or net assets) acquired, whichever is more clearly evident and, thus, more reliably measured.

In connection with the Mergers, the outstanding ACIF Common Shares would be exchanged for newly issued shares of BCPL Common Stock. The consideration paid by BCPL would be allocated to the individual assets acquired or liabilities assumed based on their relative fair values of net identifiable assets acquired other than “non-qualifying” assets (for example, cash) and would not give rise to goodwill. Immediately following the Mergers, BCPL would record its investments, including the acquired ACIF investments, at their respective fair values and, as a result, the purchase discount (or premium) allocated to the cost basis of the investments acquired from ACIF would be recognized as unrealized appreciation (or depreciation). The purchase discount (or premium) allocated to the acquired ACIF investments in loans would accrete (or amortize) over the life of the loans through interest income with a corresponding reversal of the initial unrealized appreciation (or depreciation) on the acquired ACIF loans through their ultimate disposition. The purchase discount (or premium) allocated to the acquired ACIF investments in equity securities would not accrete (or amortize) over the life of the equity securities through interest income and, assuming no subsequent change to the fair value of the acquired ACIF equity securities and disposition of such equity securities at fair value, would be recognized as realized gain (or loss) with a corresponding reversal of the unrealized appreciation (or depreciation) upon disposition of such equity securities.

The final allocation of the purchase price would be determined after the Mergers are completed and after completion of a final analysis to determine the estimated relative fair values of ACIF’s assets and liabilities. Increases or decreases in the estimated fair values of the net assets, commitments and other items of ACIF as compared to the information shown in this proxy statement/prospectus may occur. BCPL would exclude any adjustments to the cost basis of the acquired ACIF investments established by ASC 805-50 as a result of the Mergers from the calculation of its incentive fee on both pre-incentive fee net investment income and on any incentive fee on capital gains, with such exclusion to be implemented through, for example, a future amendment to the BCPL Investment Advisory Agreement then in effect, or another reasonable method.

 

83

CERTAIN MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS

The following discussion is a general summary of U.S. federal income tax considerations generally applicable to the Mergers and an investment in shares of BCPL Common Stock by a shareholder of ACIF. This summary does not purport to be a complete description of the income tax considerations of the Mergers or applicable to an investment in shares of BCPL Common Stock. No attempt is made to present a detailed explanation of all U.S. federal income tax aspects affecting BCPL, ACIF, or their stockholders. No ruling has been or will be sought from the Internal Revenue Service (the “IRS”) regarding any matter discussed herein. No assurance can be given that the IRS would not assert, or that a court would not sustain, a position contrary to any of the tax aspects set forth below.

The discussion set forth herein does not constitute tax advice and stockholders are urged to consult their tax advisers to determine the specific U.S. federal, state, local and foreign tax considerations to them of the Mergers and an investment in BCPL Common Stock in light of their particular circumstances.

For purposes of this discussion, a “U.S. stockholder” or “U.S. holder” is a beneficial owner of ACIF Common Shares or BCPL Common Stock who for U.S. federal income tax purposes is:

 

•

a citizen or individual resident of the United States;

 

•

a corporation, or an entity treated as a corporation, created or organized in or under the laws of the United States or any State or the District of Columbia;

 

•

a trust if (1) a court within the United States is able to exercise primary supervision over the administration of the trust and one or more United States persons have the authority to control all substantial decisions of the trust or (2) such trust has a valid election in effect under applicable U.S. Treasury Regulations to be treated as a United States person; or

 

•

an estate that is subject to U.S. federal income tax on its income regardless of its source.

For purposes of this discussion, a “non-U.S. stockholder” or “non-U.S. holder” means a beneficial owner of ACIF Common Shares or BCPL Common Stock that is neither a U.S. stockholder nor a partnership (including an entity or arrangement treated as a partnership for U.S. federal income tax purposes).

If a partnership (including for this purpose any entity or arrangement treated as a partnership for U.S. federal income tax purposes) holds ACIF Common Shares or BCPL Common Stock, the tax treatment of a partner generally will depend on the status of the partner and the activities of the partnership. If you are a partner of a partnership holding ACIF Common Shares or BCPL Common Stock, you should consult your tax advisor.

This discussion addresses only those ACIF Shareholders and BCPL Stockholders that hold their ACIF Common Shares or BCPL Common Stock as a capital asset within the meaning of Section 1221 of the Code, and does not address all the U.S. federal income tax consequences that may be relevant to particular ACIF Shareholders or BCPL Stockholders in light of their individual circumstances or to ACIF Shareholders or BCPL Stockholders that are subject to special rules, such as:

 

•

financial institutions;

 

•

pass-through entities and investors in such entities;

 

•

insurance companies;

 

•

tax-exempt organizations;

 

•

controlled foreign corporations and passive foreign investment companies;

 

•

real estate investment trusts;

 

•

RICs;

 

84

•

mutual funds;

 

•

pension plans and trusts;

 

•

dealers in securities;

 

•

traders in securities that elect to use a mark to market method of accounting;

 

•

persons who exercise dissenters’ rights;

 

•

persons that hold ACIF Common Shares or BCPL Common Stock as part of a straddle, hedge, constructive sale or conversion transaction;

 

•

United States expatriates or former citizens or residents of the United States;

 

•

U.S. stockholders whose functional currency is not the U.S. dollar;

 

•

a person required to accelerate the recognition of any item of gross income with respect to ACIF Common Shares or BCPL Common Stock as a result of such income being recognized on an applicable financial statement;

 

•

persons who are not U.S. stockholders (except as otherwise disclosed below under “—Non-U.S. Stockholders”);

 

•

persons who own, actually or constructively, more than 5% of the stock of ACIF or BCPL; and

 

•

persons who acquired their ACIF Common Shares or BCPL Common Stock through the exercise of an employee stock option or otherwise as compensation or through a tax-qualified retirement plan, individual retirement accounts or other tax-deferred accounts.

In addition, the discussion does not address any alternative minimum tax, gift or estate tax, or any state, local or foreign tax consequences of the Mergers, nor does it address any tax consequences arising under the Medicare tax on net investment income.

The following discussion is based on the Code, its legislative history, existing and proposed regulations thereunder and published rulings and decisions, all as currently in effect as of the date hereof, and all of which are subject to change, possibly with retroactive effect. Any such change could affect the continuing validity of this discussion.

Qualification of the Mergers as a Reorganization under Section 368(a) of the Code

ACIF and BCPL intend for the Mergers, taken together, to qualify as a reorganization within the meaning of Section 368(a) of the Code. It is a condition to the obligation of each of ACIF and of BCPL to consummate the Mergers that ACIF and BCPL has each received a written opinion from Simpson Thacher, outside legal counsel to BCPL and ACIF, in each case dated as of the Closing and substantially to the effect that the Mergers, taken together, will qualify as a “reorganization” within the meaning of Section 368(a) of the Code. These opinions will be based on facts, representations and covenants contained in representation letters provided by ACIF and BCPL and on customary factual assumptions. If any assumption or representation is inaccurate, or any covenant is not complied with, the tax considerations of the Mergers could differ from those described in the tax opinions and this discussion.

Accordingly, each ACIF Shareholder should consult its tax advisor with respect to the particular tax consequence of the Mergers to such holder. The remainder of this disclosure assumes that the Mergers qualify as a “reorganization” under Section 368(a) of the Code.

 

85