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): January 7, 2021

BC Partners Lending Corporation

(Exact Name of Registrant as Specified in Charter)

(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):

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

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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On January 7, 2021, Edward (Ted) Gilpin retired from his position as Chief Financial Officer, Secretary and Treasurer of BC Partners Lending Corporation (the “Company”), effective March 1, 2021. Mr. Gilpin’s departure is not due to any disagreement with the Company on any matter relating to the Company’s operations, policies or practices.

On January 8, 2021, the Board of Directors (the “Board”) of the Company appointed Jason T. Roos as Chief Financial Officer, Secretary and Treasurer of the Company, effective as of March 1, 2021.

Jason T. Roos, 42, joined BC Partners LLP in May of 2020 and brings nearly 20 years of experience in financial roles, most recently as Credit Product CFO, where he is responsible for the integrity and accuracy of financial reporting and the overall control environment of the credit business. Prior to joining BC Partners in early 2020, Mr. Roos served in various roles with Wells Fargo & Company from 2011 to 2020, spanning across disciplines such as accounting policy, controllership, data quality, and leading enterprise implementation efforts and serving as Controller for Wells Fargo’s investment bank and institutional broker dealer, collectively known as Wells Fargo Securities. From 2002 to 2011, Mr. Roos provided audit and advisory services to financial institutions across the commercial and mortgage banking industry while at PricewaterhouseCoopers LLP. Mr. Roos earned his B.A. in accounting and finance from the University of Northern Iowa and is a Certified Public Accountant registered in New York, Iowa, and Minnesota.

The Company does not pay cash compensation or provide other benefits directly to Mr. Roos or to any of its other executive officers. Mr. Roos is an employee of BC Partners, the indirect sole owner of the Company’s administrator, BC Partners Management LLC (the “Administrator”), which is compensated for the services it provides to the Company pursuant to the terms of an administration agreement between the Company and the Administrator (the “Administration Agreement”). Pursuant to the Administration Agreement, the Company makes payments equal to an amount that reimburses the Administrator for its costs and expenses in performing its obligations and providing personnel and facilities (including rent, office equipment and utilities) for the Company’s use under the Administration Agreement, including an allocable portion of the compensation paid to Mr. Roos.

Mr. Roos: (i) was not appointed as the Company’s Chief Financial Officer, Secretary and Treasurer pursuant to any arrangement or understanding with any other person; (ii) does not have a family relationship with any of the Company’s directors or other executive officers; and (iii) other than as disclosed herein, has not engaged, since the beginning of the Company’s last fiscal year, nor proposes to engage, in any transaction in which the Company was or is a participant.

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.