Investcorp Credit Management BDC, Inc.
For the period ended Dec 31, 2025. Filed Mar 31, 2026.
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FY2025 · Filed Mar 31, 2026
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Item 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES
a.
Documents Filed as Part of this Report
The following financial statements are set forth in Item 8:
| Page | |
|---|---|
| Report of Independent Registered Public Accounting Firm | 81 |
| Report of Former Independent Registered Public Accounting Firm | 83 |
| Consolidated Statements of Assets and Liabilities as of December 31, 2025, December 31, 2024, and June 30, 2024 | 84 |
| Consolidated Statements of Operations for the periods ended December 31, 2025, December 31, 2024, June 30, 2024 and June 30, 2023 | 85 |
| Consolidated Statements of Changes in Net Assets for the periods ended December 31, 2025, December 31, 2024, June 30, 2024 and June 30, 2023 | 86 |
| Consolidated Statements of Cash Flows for the periods ended December 31, 2025, December 31, 2024, June 30, 2024 and June 30, 2023 | 87 |
| Consolidated Schedule of Investments as of December 31, 2025 | 88 |
| Consolidated Schedule of Investments as of December 31, 2024 | 93 |
| Consolidated Schedule of Investments as of June 30, 2024 | 98 |
| Consolidated Notes to Financial Statements | 103 |
b.
Exhibits
The following exhibits are filed as part of this report or hereby incorporated by reference to exhibits previously filed with the SEC:
| 3.1 | Articles of Amendment and Restatement(1) |
| 3.2 | Articles of Amendment(4) |
| 3.3 | Bylaws(1) |
| 4.1 | Form of Stock Certificate(1) |
| 4.2 | Base Indenture, dated July 2, 2018, by and between Registrant and U.S. Bank National Association(2) |
| 4.3 | Description of Securities(16) |
| 4.4 | Second Supplemental Indenture, dated March 31, 2021, by and between Registrant and U.S. Bank National Association, relating to the 4.875% Notes due 2026(11) |
| 4.6 | Form of Global Note with respect to the 4.875% Notes due 2026(11) |
| 10.1 | Investment Advisory Agreement, dated August 30, 2019, by and between Registrant and CM Investment Partners LLC(4) |
| 10.2 | Administration Agreement, dated August 30, 2019, by and between Registrant and CM Investment Partners LLC(4) |
| 10.3 | Form of Dividend Reinvestment Plan(5) |
| 10.4 | Custody Agreement, dated August 31, 2017, by and between Registrant and U.S. Bank National Association(6) |
| 10.5 | Trademark License Agreement, dated August 30, 2019, by and between Registrant and CM Investment Partners LLC(4) |
| 10.6 | Form of Indemnification Agreement, by and between Registrant and the Directors(1) |
| 10.7 | Registration Rights Agreement, dated December 17, 2013, by and between Registrant and certain stockholders(5) |
| 10.8 | Amended and Restated Collateral Management Agreement, dated February 28, 2017, by and among CM SPV and CM Investment Partners LLC(7) |
| 10.9 | Contribution Agreement, dated June 21, 2019, by and between Registrant and CM SPV(7) |
| 10.10 | Total Return Swap Transaction Confirmation Letter Agreement, dated June 21, 2019, by and between UBS and Registrant regarding the Class A-R Notes(7) |
| 10.11 | Global Master Repurchase Agreement (the “GMRA”), dated June 11, 2019, by and between UBS and Registrant(7) |
| 10.12 | Class A-2 Notes Subscription Agreement, dated June 21, 2019, by and between CM SPV and CM Finance Inc.(7) |
| 10.13 | Class A-2 Notes Placement Agency Agreement, dated June 21, 2019, by and between CM SPV and UBS Securities LLC(7) |
| 10.14 | Second Amended and Restated Revolving Credit Note Agreement, dated June 21, 2019, by and among CM SPV and U.S. Bank National Association(7) |
| 10.15 | Stock Purchase and Transaction Agreement, dated June 26, 2019, by and between Registrant and Investcorp BDC Holdings Limited(8) |
| 10.16 | Mutual Purchase Agreement Waiver and Agreement, dated August 28, 2019, by and between the Company and Investcorp BDC Holdings Limited(4) |
| 10.17 | Second Mutual Purchase Agreement Waiver and Agreement, dated March 9, 2020, by and between the Company and Investcorp BDC Holdings Limited(9) |
| 10.18 | Third Amended and Restated Revolving Credit Note Agreement, dated September 30, 2020, by and among the Company, CM SPV, UBS, and U.S. Bank National Association, as Revolving Credit Note Agent and Trustee(10) |
| 10.19 | Eighth Supplemental Indenture with an attached Eighth Amended and Restated Indenture, dated September 30, 2020, by and between CM SPV and U.S. Bank National Association(10) |
| 10.20 | Amended Confirmation under the GMRA with respect to the Class A-1 Notes, dated September 30, 2020, by and between the Company and UBS(10) |
| 10.21 | Amended and Restated Confirmation under the GMRA with respect to the Class A-4 Notes, dated September 30, 2020, by and between the Company and UBS(10) |
| 10.22 | Loan, Security and Investment Management Agreement, dated August 23, 2021, by and among CM Investment Partners LLC, Investcorp BDC SPV, as borrower, each of the lenders from time to time party thereto, Capital One, as administrative agent, hedge counterparty, swingline lender and arranger, and Wells Fargo Bank, National Association, as collateral custodian(12) |
| 10.23 | Sale and Contribution Agreement, dated August 23, 2021, by and between Investcorp BDC SPV, as buyer, and the Company, as seller(12) |
| 10.24 | Pledge Agreement, dated August 23, 2021, by and between the Company, as pledgor, in favor of Capital One, as administrative agent(12) |
| 10.25 | Second Amendment to Loan, Security and Investment Management Agreement, dated November 18, 2022, by and among CM Investment Partners, LLC, as investment manager, Investcorp Credit Management BDC SPV, LLC, as borrower, each of the lenders from time to time party thereto, Webster Bank, N.A., and Capital One, as administrative agent, swingline lender and as arranger(13) |
| 10.26 | Third Amendment to Loan, Security and Investment Management Agreement, dated June 14, 2023, by and among Investcorp Credit Management BDC SPV, LLC, as borrower, each of the lenders party thereto, Capital One, National Association, as administrative agent, swingline lender and as arranger, Wells Fargo Bank, National Association, as collateral custodian, and CM Investment Partners, LLC, as collateral manager(14) |
| 10.27 | Fourth Amendment to Loan, Security and Collateral Management Agreement, dated January 17, 2024, by and among Investors Credit Management BDC SPV, LLC, as borrower, each of the lenders party thereto, Capital One, National Association, as administrative agent, swingline lender and as arranger, Wells Fargo Bank, National Association, as collateral custodian, and CM Investment Partners, LLC, as collateral manager(15) |
| 10.28 | Fifth Amendment, dated November 19, 2024, to Loan, Security and Collateral Management Agreement by and among Investcorp Credit Management BDC SPV, LLC, as borrower, each of the lenders party thereto, Capital One, National Association, as administrative agent, hedge counterparty, swingline lender and as arranger, Wells Fargo Bank, National Association, as collateral custodian, and CM Investment Partners, LLC, as collateral manager(17) |
| 10.29 | Commitment Letter, dated November 10, 2025, by and between Investcorp Capital plc, as lender, and Investcorp Credit Management BDC, Inc., as borrower(18) |
| 10.30 | Indenture, dated as of March 29, 2026, between Investcorp Credit Management BDC, Inc. and Investcorp Capital PLC* |
| 10.31 | Upfront Fee Letter, dated as of March 30, 2026, between Investcorp Credit Management BDC, Inc. and Investcorp Capital PLC* |
| 14.1 | Code of Ethics of Registrant(1) |
| 19.1 | Statement of Policy on Insider Trading(16) |
| 21.1 | Subsidiaries of Registrant:CM Finance SPV Ltd. (Cayman)Investcorp Credit Management BDC SPV, LLC (Delaware) |
| 31.1 | Chief Executive Officer Certification Pursuant to Exchange Act Rule 13a-14 (a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002* |
| 31.2 | Chief Financial Officer Certification Pursuant to Exchange Act Rule 13a-14 (a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002* |
| 32.1 | Chief Executive Officer Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002* |
| 32.2 | Chief Financial Officer Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002* |
| 97.1 | Clawback Policy(16) |
| 101.INS | Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because XBRL tags are embedded within the Inline XBRL document. |
| 101.SCH | Inline XBRL Taxonomy Extension Schema With Embedded Linkbase Documents |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
- Filed herewith
(1)
Incorporated by reference to Registrant’s Registration Statement on Form N-2 (File No. 333-192370), filed on November 15, 2013.
(2)
Incorporated by reference to Registrant’s Post-Effective Amendment No. 3 to the Registration Statement on Form N-2 (File No. 333-223999), filed on April 9, 2019.
(3)
Incorporated by reference to Registrant’s Post-Effective Amendment No. 1 to the Registration Statement on Form N-2 (File No. 333-223999), filed on July 2, 2018.
(4)
Incorporated by reference to Registrant’s Current Report on Form 8-K (File No. 814-01054), filed on September 3, 2019.
(5)
Incorporated by reference to Registrant’s Registration Statement on Form N-2 (File No. 333-192370), filed on December 20, 2013.
(6)
Incorporated by reference to Registrant’s Form 10-K (File No. 814-01054), filed on September 6, 2017.
(7)
Incorporated by reference to Registrant’s Current Report on Form 8-K (File No. 814-01054), filed on June 27, 2019.
(8)
Incorporated by reference to Registrant’s Current Report on Form 8-K (File No. 814-01054), filed on July 1, 2019.
(9)
Incorporated by reference to Registrant’s Current Report on Form 8-K (File No. 814-01054), filed on March 10, 2020.
(10)
Incorporated by reference to Registrant’s Current Report on Form 8-K (File No. 814-01054), filed on October 5, 2020.
(11)
Incorporated by reference to Registrant’s Current Report on Form 8-K (File No. 814-01054), filed on March 31, 2021.
(12)
Incorporated by reference to the Registrant’s Current Report on Form 8-K (File No. 814-01054), filed on August 25, 2021.
(13)
Incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K (File No. 814-01054), filed with the SEC on November 22, 2022.
(14)
Incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K (File No. 814-01054), filed with the SEC on June 21, 2023.
(15)
Incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K (File No. 814-01054), filed with the SEC on January 23, 2024.
(16)
Incorporated by reference to Registrant’s Form 10-K (File No. 814-01054), filed with the SEC on September 25, 2024.
(17)
Incorporated by reference to the Registrant’s Current Report on Form 8-K (File No. 814-01054), filed on November 20, 2024.
(18)
Incorporated by reference to the Registrant’s Form 10-Q (File No. 814-01054), filed on November 12, 2025.
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