• BC Partners’ credit arm to acquire Runway Growth Capital as a long-term, strategic investment, complementing BC’s existing platform across private lending, opportunistic credit and specialty finance
• Runway Growth Capital will continue to operate independently and serve as the external investment adviser to Runway Growth Finance, a publicly traded business development company, with the current leadership and investment teams remaining in place
• Transaction will expand origination channels, enhance investment solutions, and accelerate capital formation and fundraising capabilities as Runway Growth Capital seeks to strengthen the venture ecosystem

Runway Growth Capital LLC (“Runway”), a leading provider of growth loans to both venture and non-venture-backed companies seeking an alternative to raising equity, and BC Partners Credit, the $8 billion credit arm of BC Partners, an approximately $40 billion AUM alternative investment firm, today announced a definitive agreement whereby BC Partners Credit will acquire Runway.

Following the closing of the transaction, Runway will remain the investment adviser to investment funds, including Runway Growth Finance Corp. (Nasdaq: RWAY) (“Runway Growth Finance”), a business development company, and other private funds. Runway’s current management team and investment personnel are expected to continue to serve as officers and senior management. Runway Growth Finance will be well positioned to capitalize on a broader range of investment and value creation opportunities with access to BC Partners’ origination capabilities and expansive platform.

Runway Founder and Chief Executive Officer David Spreng commented, “This transaction is expected to deliver increased value for both investors and borrowers in the near- and long-term as we join the BC Partners Credit platform. Our strategic partnership positions Runway to accelerate originations within our ideal investment range of $30-150 million and expand our offerings to both target companies and sponsors. The combination will enhance our capabilities by introducing structured equity preferred investments, asset-based lending, and the ability to operate in new strategies such as equipment leasing, while strengthening our sponsor relationships through fund finance and other fund-level offerings. By combining BC Partners’ resources and scale with our network, expertise and differentiated presence in the market, we believe Runway will deliver more comprehensive financing solutions for a wider range of companies. Moving forward, we expect that our investors will benefit from increased exposure and access to a greater number of investment opportunities, additional diversification and the potential for attractive risk-adjusted returns.”

Ted Goldthorpe, Head of BC Partners Credit, said, “David and the team at Runway have built one of the most well-respected platforms across growth and venture lending. Their solutions are sought after by fast growing companies, and we look forward to building on their momentum. As a virtue of being part of the BC Partners Credit platform, we see many compelling opportunities for Runway to generate additional origination activities, optimize its capital structure and create value for investors and borrowers. Likewise, the acquisition is quite strategic for BC Partners Credit, as we expand our offerings through a robust suite of financing solutions to all stakeholders. We will continue to accelerate our growth trajectory, establishing BC Partners Credit as a best-in-class, fully diversified credit manager, serving a multi-trillion-dollar market with strong tailwinds.”

Transaction Timing

The closing of the transaction, which is expected to occur in the fourth quarter of 2024, is subject to customary closing conditions, including approval of a new investment advisory agreement with Runway, by Runway Growth Finance’s stockholders, the terms of which are expected to remain the same as the existing investment advisory agreement. The Runway Growth Finance Board of Directors unanimously recommends that stockholders approve the new investment advisory agreement, under which Runway will continue in its capacity as the company’s investment adviser. Senior management of Runway Growth Capital LLC has agreed to vote their shares in favor of the transaction.

Advisors

Oppenheimer & Co. Inc. is acting as exclusive financial advisor to Runway Growth Capital LLC. Wachtell, Lipton, Rosen & Katz is acting as legal counsel to Runway Growth Capital LLC and Eversheds Sutherland (US) LLP is acting as legal counsel to the independent directors of Runway Growth Finance. Simpson Thacher & Bartlett LLP is acting as legal counsel to BC Partners.

About Runway Growth Capital LLC

Runway Growth Capital LLC is the investment adviser to investment funds, including Runway Growth Finance Corp. (Nasdaq: RWAY), a business development company, and other private funds, which are lenders of growth capital to companies seeking an alternative to raising equity. Led by industry veteran David Spreng, these funds provide senior term loans of a target of $30 million to $150 million to fast-growing companies based in the United States and Canada. For more information on Runway Growth Capital LLC and its platform, please visit www.runwaygrowth.com.

About Runway Growth Finance Corp.

Runway Growth Finance is a growing specialty finance company focused on providing flexible capital solutions to late- and growth-stage companies seeking an alternative to raising equity. Runway Growth Finance is a closed-end investment fund that has elected to be regulated as a business development company under the Investment Company Act of 1940. Runway Growth Finance is externally managed by Runway Growth Capital LLC, an established registered investment adviser that was formed in 2015 and led by industry veteran David Spreng. For more information, please visit www.runwaygrowth.com.

About BC Partners & BC Partners Credit

BC Partners is a leading international investment firm in private equity, private debt, and real estate strategies. BC Partners Credit was launched in February 2017, with a focus on identifying attractive credit opportunities in any market environment, often in complex market segments. The platform leverages the broader firm’s deep industry and operating resources to provide flexible financing solutions to middle-market companies across Business Services, Industrials, Healthcare and other select sectors. For further information, visit www.bcpartners.com/credit-strategy.