8-K
0001726548 false 0001726548 2023-08-25 2023-08-25

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of report (Date of earliest event reported): August 25, 2023

 

 

BC Partners Lending Corporation

(Exact Name of Registrant as Specified in Charter)

 

 

 

Maryland   814-01269   82-4654271

(State or Other Jurisdiction

of Incorporation)

 

(Commission

File Number)

 

(I.R.S. Employer

Identification No.)

 

650 Madison Avenue, 23rd Floor

New York, New York

  10022
(Address of Principal Executive Officers)   (Zip Code)

(212) 891-2880

(Registrant’s Telephone Number, Including Area Code)

NOT APPLICABLE

(Former Name or Former Address, if Changed Since Last Report)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

Pre-commencement communication pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

Pre-commencement communication pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act: None

 

Title of each class

 

Trading

Symbol(s)

 

Name of each exchange

on which registered

   

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

 

 

 


Item 1.01. Entry into a Material Definitive Agreement.

On August 25, 2023, BC Partners Lending Corporation (the “Company”), through a wholly-owned, special-purpose, bankruptcy-remote subsidiary, Great Lakes BCPL Funding Ltd., an exempted company incorporated with limited liability under the laws of the Cayman Islands, entered into a Fifth Amended and Restated Confirmation with UBS AG, London Branch (“UBS”) (the “Fifth A&R Confirmation”), which supplements and is subject to the SIFMA/iCMA Global Master Repurchase Agreement (2011 version), dated as of December 12, 2019, between the Company and UBS (including any annexes thereto, the “GMRA”, and such GMRA, together with the Fifth A&R Confirmation, the “Fifth A&R Repurchase Agreement”), to amend the Fourth Amended and Restated Confirmation, dated as of October 11, 2022 (the “Fourth Confirmation”, and the GMRA, together with the Fourth Confirmation, the “Fourth Repurchase Agreement”). Pursuant to the Fourth Repurchase Agreement, the Company could sell certain Class A Notes, dated as of December 18, 2019, for up to a maximum aggregate purchase price of $75,000,000. Pursuant to the Fifth A&R Repurchase Agreement, the maximum aggregate purchase price was increased to $110,000,000 and the repurchase date was extended to December 19, 2024. The other material commercial terms of the Fourth Confirmation, including the pricing rate and spread, remain unchanged.

The description above is only a summary of the material provisions of the Fifth A&R Confirmation and is qualified in its entirety by reference to a copy of the Fifth A&R Confirmation, which is filed as Exhibit 10.1 to this current report on Form 8-K.

Item 9.01. Financial Statements and Exhibits.

 

(d)

Exhibits

 

10.1    Fifth Amended and Restated Confirmation in respect of Repurchase Transactions, dated as of August 25, 2023
104    Cover Page Interactive Data File (embedded within the Inline XBRL document)


SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

Date: August 30, 2023     By:  

/s/ Jason T. Roos

    Name:   Jason T. Roos
    Title:   Chief Financial Officer