INFORMATION REGARDING THIS SOLICITATION
The Company will bear the expense of the solicitation of proxies for the Annual Meeting, including the cost of preparing, printing, and
mailing this proxy statement, the accompanying Notice of Annual Meeting of Stockholders, and the proxy card. We have requested that brokers, nominees, fiduciaries and other persons holding shares in their names, or in the name of their nominees,
which are beneficially owned by others, forward the proxy materials to, and obtain proxies from, such beneficial owners. We will reimburse such persons for their reasonable expenses in so doing.
In addition to the solicitation of proxies by the use of the mail, proxies may be solicited in person and by telephone or facsimile
transmission by directors, officers or regular employees of the Company or CM Investment Partners LLC (our Adviser and administrator) (for which no director, officer or regular employee will receive any additional or special
compensation). The address of our Adviser is 65 East 55th Street, 15th Floor New York, NY 10022.
The Company has engaged the
services of AST Fund Solutions, LLC for the purpose of assisting in the solicitation of proxies at an anticipated cost of approximately $25,000 plus reimbursement of certain expenses and fees for additional services requested. Please note that AST
Fund Solutions, LLC may solicit stockholder proxies by telephone on behalf of the Company. They will not attempt to influence how you vote your shares, but only ask that you take the time to authorize your proxy. You may also be asked if you would
like to authorize your proxy over the telephone and to have your voting instructions transmitted to the Companys proxy tabulation firm.
The SEC has adopted rules that permit companies and intermediaries (e.g., brokers) to satisfy the delivery requirements for proxy statements
and annual reports with respect to two or more stockholders sharing the same address by delivering a single proxy statement and annual report addressed to those stockholders. This process, which is commonly referred to as householding,
potentially means extra convenience for stockholders and cost savings for companies.
A number of brokerages and other institutional
holders of record have implemented householding. A single proxy statement will be delivered to multiple stockholders sharing an address unless contrary instructions have been received from the affected stockholders. If you have received notice from
your broker that it will be householding communications to your address, householding will continue until you are notified otherwise or until you revoke your consent. If, at any time, you no longer wish to participate in householding and would
prefer to receive a separate proxy statement, please notify your broker. Stockholders who currently receive multiple copies of the proxy statement at their addresses and would like to request information about householding of their communications
should contact their brokers or other intermediary holder of record. You can notify us by sending a written request to: Christopher E. Jansen, Secretary, Investcorp Credit Management BDC, Inc., 65 East 55th Street, 15th Floor New York, NY
10022.
EXPLANATORY NOTE REGARDING THE INVESTCORP TRANSACTION
On June 26, 2019, Investcorp Credit Management US LLC (Investcorp), a subsidiary of Investcorp Bank B.S.C., entered into a
definitive interest purchase agreement to acquire a majority ownership interest in the Adviser through its purchase of the respective equity positions held by certain funds (the Cyrus Funds) managed by Cyrus Capital Partners, L.P.
(Cyrus Capital) and Stifel Venture Corp. (Stifel), and newly issued interests in the Adviser (the Adviser Transaction).
In addition, on June 26, 2019, the Company entered into a definitive stock purchase and transaction agreement with Investcorp BDC
Holdings Limited (Investcorp BDC), an affiliate of Investcorp (the Stock Purchase Agreement), pursuant to which, following the initial closing under the Stock Purchase Agreement on August 30,
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