false 0001578348 0001578348 2025-03-25 2025-03-25

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 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): March 25, 2025

 

 

Investcorp Credit Management BDC, Inc.

(Exact name of registrant as specified in its charter)

 

 

 

Maryland   814-01054   46-2883380

(State or other jurisdiction

of incorporation)

  

(Commission

File Number)

  

(IRS Employer

Identification Number)

280 Park Avenue

39th Floor

New York, NY 10017

(Address of principal executive offices and zip code)

Registrant’s telephone number, including area code: (212) 257-5199

Not Applicable

(Former Name or Former Address, if changed since last report)

 

 

Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

☐

Written communications 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 communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

☐

Pre-commencement communications 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:

 

Title of Each Class

  

Trading

Symbol(s)

  

Name of Each Exchange

on Which Registered

Common Stock, par value $0.001 per share   ICMB   The NASDAQ Global Select Market

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 2.02.

Results of Operations and Financial Condition.

On March 25, 2025, Investcorp Credit Management BDC, Inc. (the “Company”) issued a press release announcing its financial results for the fiscal quarter and fiscal period ended December 31, 2024. The text of the press release is attached as Exhibit 99.1 to this Form 8-K and is incorporated herein by reference.

The information in Item 2.02 of this Current Report on Form 8-K, including Exhibit 99.1 furnished herewith, is being furnished and shall not be deemed “filed” for any purpose of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of such Section. The information in this Current Report on Form 8-K shall not be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

 

Item 9.01.

Financial Statements and Exhibits.

(d) Exhibits:

 

Exhibit

Number

   

Description

99.1    Press Release, dated March 25, 2025
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.

 

Dated: March 27, 2025   INVESTCORP CREDIT MANAGEMENT BDC, INC.
    By:  

/s/ Suhail A. Shaikh

    Name:   Suhail A. Shaikh
    Title:   President and Chief Executive Officer

Exhibit 99.1

Investcorp Credit Management BDC, Inc. Announces Financial Results for the Fiscal Period Ended December 31, 2024, and Quarterly Distribution

Investcorp Credit Management BDC, Inc. (NASDAQ: ICMB) (“ICMB” or the “Company”) announced its financial results today for its fiscal period ended December 31, 2024.

HIGHLIGHTS

 

  •  

On March 20, 2025, the Company’s Board of Directors (the “Board”) declared a distribution of $0.12 per share for the quarter ending March 31, 2025, payable in cash on May 16, 2025, to stockholders of record as of April 25, 2025.

 

  •  

During the quarter, ICMB made investments in two new portfolio companies and two existing portfolio companies. These investments totaled $9.9 million, at cost. The weighted average yield (at origination) of debt investments made in the quarter was 11.81%.

 

  •  

ICMB fully realized its investments in two portfolio companies during the quarter, totaling $7.6 million in proceeds. The internal rate of return on these investments was 17.20%.

 

  •  

During the quarter, the Company had net repayments of $80,000 on its existing delayed draw and revolving credit commitments to portfolio companies.

 

  •  

The weighted average yield on debt investments, at fair value, for the quarter ended December 31, 2024, was 10.36%, compared to 10.51% for the quarter ended September 30, 2024.

 

  •  

Net asset value decreased $0.16 per share to $5.39, compared to $5.55 as of September 30, 2024. Net assets decreased by $2.3 million, or 2.86%, during the quarter ended December 31, 2024 compared to September 30, 2024.

Portfolio results, as of and for the three months ended December 31, 2024:

 

Total assets

    $ 206.9mm  

Investment portfolio, at fair value

    $ 191.6mm  

Net assets

    $ 77.6mm  

Weighted average yield on debt investments, at cost (1)

      10.36 % 

Net asset value per share

    $ 5.39  

Portfolio activity in the current quarter:

   

Number of investments in new portfolio companies during the period

      2  

Number of portfolio companies invested in, end of period

      43  

Total capital invested in existing portfolio companies (2)

    $ 4.2mm  

Total proceeds from repayments, sales, and amortization (3)

    $ 8.7mm  

Net investment income (NII)

    $ 0.8mm  

Net investment income per share

    $ 0.06  

Net decrease in net assets from operations

    $ (0.6)mm  

Net decrease in net assets from operations per share

    $ (0.04 ) 

Distributions paid per common share

    $ 0.12  

 

(1)

Represents weighted average yield on total debt investments held as of December 31, 2024. The weighted average yield on total debt investments reflected above does not represent actual investment returns to the Company’s stockholders.

(2)

Includes gross advances to existing delayed draw and revolving credit commitments to portfolio companies and PIK interest.

(3)

Includes gross repayments on existing delayed draw and revolving credit commitments to portfolio companies.

Mr. Suhail A. Shaikh said “Amid heightened market volatility, we remain focused on navigating the evolving landscape. Despite these headwinds, we have maintained a rigorous investment approach, prioritizing opportunities that align with our underwriting standards. While refinancing activity has provided some avenues for capital deployment, we continue to take a highly selective stance on new deals. Our priority remains preserving portfolio stability and positioning the company for long-term growth as market conditions evolve.

I am also pleased to announce that Andrew Muns has been appointed as the Chief Operating Officer of ICMB. Andrew brings a wealth of experience and is a senior member of the Company’s Investment Adviser. I look forward to working closely with Andrew to continue to deliver shareholder value.”

The Company’s dividend framework provides a quarterly base dividend and may be supplemented, at the discretion of the Board, by additional dividends as determined to be available by the Company’s net investment income and performance during the quarter.

 

1

On March 20, 2025, the Board declared a distribution for the quarter ended March 31, 2025 of $0.12 per share payable on May 16, 2025 to stockholders of record as of April 25, 2025.

This distribution represents a 15.84% yield on the Company’s $3.03 share price as of market close on December 31, 2024. Distributions may include net investment income, capital gains and/or return of capital, however, the Company does not expect the dividend for the quarter ending December 31, 2024, to be comprised of a return of capital. The Company’s investment adviser monitors available taxable earnings, including net investment income and realized capital gains, to determine if a return of capital may occur for the year. The Company estimates the source of its distributions as required by Section 19(a) of the Investment Company Act of 1940 to determine whether payment of dividends are expected to be paid from any other source other than net investment income accrued for the current period or certain cumulative periods, but the Company will not be able to determine whether any specific distribution will be treated as taxable earnings or as a return of capital until after at the end of the taxable year.

Portfolio and Investment Activities

During the quarter, the Company made investments in two new portfolio companies and two existing portfolio companies. The aggregate capital invested during the quarter totaled $9.9 million, at cost, and the debt investments were made at a weighted average yield of 11.81%.

The Company received proceeds of $7.6 million from repayments, sales and amortization during the quarter, primarily related to the realization of Amerit Fleet Holdings, LLC.

During the quarter, the Company had net repayments of $80,000 on its existing delayed draw and revolving credit commitments to portfolio companies.

The Company’s net realized, and unrealized gains and losses accounted for a decrease in the Company’s net investments of approximately $(1.4) million, or $(0.10) per share. The total net decrease in net assets resulting from operations for the quarter was $(0.6) million, or $(0.04) per share.

As of December 31, 2024, the Company’s investment portfolio consisted of investments in 43 portfolio companies, of which 81.17% were first lien investments and 18.83% were equity, warrants, and other investments. The Company’s debt portfolio consisted of 96.4% floating rate investments and 3.6% fixed rate investments.

Capital Resources

As of December 31, 2024, the Company had $12.1 million in cash, of which $11.3 million was restricted cash, and $41.5 million of unused and available capacity under its revolving credit facility with Capital One, N.A.

Subsequent Events

Subsequent to December 31, 2024 and through March 25, 2025, the Company invested a total of $3.9 million, which included investments in one new portfolio company and two existing portfolio companies, and received approximately $3.5 million from the repayment of two positions. As of March 25, 2025, the Company had investments in 42 portfolio companies.

Other Updates

The Company is pleased to announce that Andrew Muns has been appointed by the Company’s Board as the new Chief Operating Officer of the Company, effective March 24, 2025. Mr. Muns currently serves on CM Investment Partners LLC’s investment committee. Mr. Muns joined Investcorp in 2019 as part of the acquisition of CM Investment Partners LLC. Previously, he served as a Managing Director at CM Investment Partners LLC and was a joint employee of both CM Investment Partners LLC and Stifel. Mr. Muns co-founded the Credit Investments Group and served as its Head of Credit. He joined Stifel in 2012 from Cantor Fitzgerald, where he was a Managing Director on the Special Situations and Leveraged Loans Desk. Mr. Muns holds an M.B.A. from Columbia Business School and a B.A. in Mathematics from Northwestern University.

 

2

Investcorp Credit Management BDC, Inc. and Subsidiaries

Consolidated Statements of Assets and Liabilities

 

     December 31,
2024		     June 30, 2024     June 30, 2023  

Assets

       

Non-controlled, non-affiliated investments, at fair value (amortized cost of $184,154,029, $189,319,802, and $219,319,251, respectively)

    $ 188,602,029     $ 181,948,376     $ 210,150,018  

Affiliated investments, at fair value (amortized cost of $16,351,878,
$15,149,238, and $23,979,565, respectively)

      3,014,929       2,621,154       9,961,311  
  

 

 

    

 

 

    

 

 

  

Total investments, at fair value (amortized cost of $200,505,907, $204,469,040, and $243,298,816, respectively)

      191,616,958       184,569,530       220,111,329  

Cash

      771,483       158,768       1,093,758  

Cash, restricted

      11,333,064       4,950,036       8,057,458  

Principal receivable

      720,855       50,609       93,581  

Interest receivable

      1,576,381       1,301,516       2,041,877  

Payment-in-kind interest receivable

      85,399       66,625       46,088  

Long-term receivable

      489,365       631,667       —   

Escrow receivable

      —        97,173       —   

Short-term receivable

      160,901       —        —   

Other receivables

      —        —        1,050  

Prepaid expenses and other assets

      97,324       411,821       361,719  
  

 

 

    

 

 

    

 

 

  

Total Assets

    $ 206,851,730     $ 192,237,745     $ 231,806,860  
  

 

 

    

 

 

    

 

 

  

Liabilities

       

Debt:

       

Revolving credit facility

    $ 58,500,000     $ 43,000,000     $ 71,900,000  

2026 Notes payable

      65,000,000       65,000,000       65,000,000  

Deferred debt issuance costs

      (1,369,415 )      (1,654,870 )      (1,220,556 ) 

Unamortized discount

      (88,888 )      (124,443 )      (195,553 ) 
  

 

 

    

 

 

    

 

 

  

Debt, net

      122,041,697       106,220,687       135,483,891  

Payable for investments purchased

      1,474,677       7,425,000       1,795,297  

Dividend payable

      1,728,749       —        2,590,520  

Income-based incentive fees payable

      501,955       128,876       576,023  

Base management fees payable

      769,176       816,777       906,218  

Interest payable

      1,894,921       1,950,925       2,293,766  

Directors’ fees payable

      81,323       —        15,755  

Accrued expenses and other liabilities

      757,102       685,271       445,082  
  

 

 

    

 

 

    

 

 

  

Total Liabilities

      129,249,600       117,227,536       144,106,552  

Commitments and Contingencies (see Note 6)

       

Net Assets

       

Common stock, par value $0.001 per share (100,000,000 shares authorized and 14,406,244, 14,403,752, and 14,391,775 shares issued and outstanding, respectively)

      14,406       14,404       14,392  

Additional paid-in capital

      203,505,480       203,103,263       203,327,714  

Distributable earnings (loss)

      (125,917,756 )      (128,107,458 )      (115,641,798 ) 
  

 

 

    

 

 

    

 

 

  

Total Net Assets

      77,602,130       75,010,209       87,700,308  
  

 

 

    

 

 

    

 

 

  

Total Liabilities and Net Assets

    $ 206,851,730     $ 192,237,745     $ 231,806,860  
  

 

 

    

 

 

    

 

 

  

Net Asset Value Per Share

    $ 5.39     $ 5.21     $ 6.09  

 

3

Investcorp Credit Management BDC, Inc. and Subsidiaries

Consolidated Statements of Operations

 

     Six Months
Ended December
31,		     Twelve Months Ended June 30,  
     2024     2024     2023     2022  

Investment Income:

         

Interest income

         

Non-controlled, non-affiliated investments

    $ 8,680,899     $ 20,271,776     $ 23,822,181     $ 22,641,798  

Non-controlled, affiliated investments

      3,660       12,451       (20,611 )      29,813  
  

 

 

    

 

 

    

 

 

    

 

 

  

Total interest income

      8,684,559       20,284,227       23,801,570       22,671,611  

Payment in-kind interest income

         

Non-controlled, non-affiliated investments

      2,329,399       2,028,744       1,250,169       102,720  

Non-controlled, affiliated investments

      42,079       77,680       70,070       208,470  
  

 

 

    

 

 

    

 

 

    

 

 

  

Total payment-in-kind interest income

      2,371,478       2,106,424       1,320,239       311,190  

Dividend income

         

Non-controlled, non-affiliated investments

      —        54,138       101,755       —   

Non-controlled, affiliated investments

      —        —        —        296,126  
  

 

 

    

 

 

    

 

 

    

 

 

  

Total dividend income

      —        54,138       101,755       296,126  

Payment in-kind dividend income

         

Non-controlled, non-affiliated investments

      432,669       784,854       691,972       282,952  

Non-controlled, affiliated investments

      —        —        —        —   
  

 

 

    

 

 

    

 

 

    

 

 

  

Total payment-in-kind dividend income

      432,669       784,854       691,972       282,952  

Other fee income

         

Non-controlled, non-affiliated investments

      134,051       648,659       768,617       868,727  

Non-controlled, affiliated investments

      —        —        —        759  
  

 

 

    

 

 

    

 

 

    

 

 

  

Total other fee income

      134,051       648,659       768,617       869,486  
  

 

 

    

 

 

    

 

 

    

 

 

  

Total investment income

      11,622,757       23,878,302       26,684,153       24,431,365  

Expenses:

         

Interest expense

      3,752,412       8,606,309       8,413,409       6,633,587  

Base management fees

      1,671,831       3,800,693       4,201,394       4,594,588  

Income-based incentive fees

      501,540       (72,942 )      401,597       (348,670 ) 

Professional fees

      718,289       1,239,122       984,290       1,302,513  

Allocation of administrative costs from Adviser

      382,064       1,360,194       966,045       1,247,205  

Amortization of deferred debt issuance costs

      306,004       576,475       693,333       621,111  

Amortization of original issue discount - 2026 Notes

      35,555       71,110       71,110       71,110  

Insurance expense

      255,536       479,502       506,963       512,347  

Directors’ fees

      175,852       294,907       302,500       302,500  

Custodian and administrator fees

      147,986       316,128       292,267       334,214  

Other expenses

      346,109       713,789       516,160       446,330  
  

 

 

    

 

 

    

 

 

    

 

 

  

Total expenses

      8,293,178       17,385,287       17,349,068       15,716,835  

Waiver of base management fees

      (131,735 )      (365,225 )      (387,311 )      (480,032 ) 

Waiver of income-based incentive fees

      —        —        —        —   
  

 

 

    

 

 

    

 

 

    

 

 

  

Net expenses

      8,161,443       17,020,062       16,961,757       15,236,803  
  

 

 

    

 

 

    

 

 

    

 

 

  

Net investment income before taxes

      3,461,314       6,858,240       9,722,396       9,194,562  
  

 

 

    

 

 

    

 

 

    

 

 

  

Income tax expense, including excise tax expense

      315,075       267,150       294,330       270,618  
  

 

 

    

 

 

    

 

 

    

 

 

  

Net investment income after taxes

    $ 3,146,239     $ 6,591,090     $ 9,428,066     $ 8,923,944  
  

 

 

    

 

 

    

 

 

    

 

 

  

Net realized and unrealized gain/(loss) on investments:

         

Net realized gain (loss) from investments

         

Non-controlled, non-affiliated investments

    $ (8,114,711 )    $ (7,731,553 )    $ (26,890,095 )    $ (6,198,762 ) 

Non-controlled, affiliated investments

      —        (6,239,984 )      —        (8,196,669 ) 
  

 

 

    

 

 

    

 

 

    

 

 

  

Net realized gain (loss) from investments

      (8,114,711 )      (13,971,537 )      (26,890,095 )      (14,395,431 ) 

Net change in unrealized appreciation (depreciation) in value of investments

         

Non-controlled, non-affiliated investments

      11,819,426       1,797,807       21,966,347       2,898,538  

Non-controlled, affiliated investments

      (808,865 )      1,490,170       (1,269,815 )      5,159,579  
  

 

 

    

 

 

    

 

 

    

 

 

  

Net change in unrealized appreciation (depreciation) on investments

      11,010,561       3,287,977       20,696,532       8,058,117  
  

 

 

    

 

 

    

 

 

    

 

 

  

Total realized gain (loss) and change in unrealized appreciation (depreciation) on investments

      2,895,850       (10,683,560 )      (6,193,563 )      (6,337,314 ) 
  

 

 

    

 

 

    

 

 

    

 

 

  

Net increase (decrease) in net assets resulting from operations

    $ 6,042,089     $ (4,092,470 )    $ 3,234,503     $ 2,586,630  
  

 

 

    

 

 

    

 

 

    

 

 

  

Basic and diluted:

         

Earnings per share

    $ 0.42     $ (0.28)     $ 0.22     $ 0.18  

Weighted average shares of common stock outstanding

      14,404,510       14,396,201       14,389,163       14,304,641  

Distributions paid per common share

    $ 0.24     $ 0.60     $ 0.63     $ 0.60  

 

4

About Investcorp Credit Management BDC, Inc.

The Company is an externally managed, closed-end, non-diversified management investment company that has elected to be regulated as a business development company under the Investment Company Act of 1940. The Company’s investment objective is to maximize the total return to its stockholders in the form of current income and capital appreciation through debt and related equity investments by targeting investment opportunities with favorable risk-adjusted returns. The Company seeks to invest primarily in middle-market companies that have annual revenues of at least $50 million and earnings before interest, taxes, depreciation, and amortization of at least $15 million. The Company’s investment activities are managed by its investment adviser, CM Investment Partners LLC. To learn more about Investcorp Credit Management BDC, Inc., please visit www.icmbdc.com.

Forward-Looking Statements

Statements included in this press release and made on the earnings call for the fiscal period and quarter ended December 31, 2024, may contain “forward-looking statements,” which relate to future performance, operating results, events and/or financial condition. Words such as “anticipates,” “expects,” “intends,” “plans,” “will,” “may,” “continue,” “believes,” “seeks,” “estimates,” “would,” “could,” “should,” “targets,” “projects,” and variations of these words and similar expressions are intended to identify forward-looking statements. Any forward-looking statements, including statements other than statements of historical facts, included in this press release or made on the earnings call are based upon current expectations, are inherently uncertain, and involve a number of assumptions and substantial risks and uncertainties, many of which are difficult to predict and are generally beyond the Company’s control.

Investors are cautioned not to place undue reliance on these forward-looking statements. Any such statements are likely to be affected by other unknowable future events and conditions, which the Company may or may not have considered, including, without limitation, changes in base interest rates and the effects of significant market volatility on our business, our portfolio companies, our industry and the global economy. Accordingly, such statements cannot be guarantees or assurances of any aspect of future performance or events. Actual results may differ materially from those anticipated in any forward-looking statements as a result of a number of factors and risks. More information on these risks and other potential factors that could affect actual events and the Company’s performance and financial results, including important factors that could cause actual results to differ materially from plans, estimates or expectations included herein or discussed on the earnings call, is or will be included in the Company’s filings with the Securities and Exchange Commission, including in the “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” sections of the Company’s Transition Report on Form 10-KT and Quarterly Reports on Form 10-Q. All forward-looking statements speak only as of the date they are made. The Company undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required by law.

Contacts

Investcorp Credit Management BDC, Inc. Investor Relations

Email: icmbinvestorrelations@investcorp.com

Phone:(646) 690-5047

 

5

v3.25.1
Document and Entity Information
Mar. 25, 2025
Cover [Abstract]  
Amendment Flag false
Entity Central Index Key 0001578348
Document Type 8-K
Document Period End Date Mar. 25, 2025
Entity Registrant Name Investcorp Credit Management BDC, Inc.
Entity Incorporation State Country Code MD
Entity File Number 814-01054
Entity Tax Identification Number 46-2883380
Entity Address, Address Line One 280 Park Avenue
Entity Address, Address Line Two 39th Floor
Entity Address, City or Town New York
Entity Address, State or Province NY
Entity Address, Postal Zip Code 10017
City Area Code (212)
Local Phone Number 257-5199
Written Communications false
Soliciting Material false
Pre Commencement Tender Offer false
Pre Commencement Issuer Tender Offer false
Security 12b Title Common Stock, par value $0.001 per share
Trading Symbol ICMB
Security Exchange Name NASDAQ
Entity Emerging Growth Company false
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