UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM
CURRENT REPORT
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| Item 3.02. | Unregistered Sales of Equity Securities |
On April 25, 2025, BC Partners Lending Corporation (the “Company”) delivered a capital drawdown notice to its investors relating to the issuance of approximately 494,560 shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”), for an aggregate offering price of $10 million. The shares are expected to be issued on or around April 28, 2025. Following this issuance of Common Stock, the total number of shares of Common Stock outstanding will be approximately 3,888,033.
The issuance of Common Stock is being made pursuant to subscription agreements (“Subscription Agreement”) entered into by the Company and its investors. Under the terms of the Subscription Agreement, investors are required to fund drawdowns to purchase shares of Common Stock up to the amount of their respective capital commitment on an as-needed basis with a minimum of 10 business days’ prior notice to investors.
The issuance and sale of the Common Stock is exempt from the registration requirements of the Securities Act of 1933, as amended, (the “Securities Act”) pursuant to Section 4(a)(2) thereof and Regulation D and Regulation S thereunder. The Company relied, in part, upon representations from the investors in the Subscription Agreement that each investor was an accredited investor as defined in Regulation D under the Securities Act. The Company did not engage in general solicitation or advertising and did not offer securities to the public in connection with such issuances.
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: April 28, 2025 | By: | /s/ James Piekarski | ||||
| Name: | James Piekarski | |||||
| Title: | Chief Financial Officer |