BDCs Voting to Liquidate in 2026: Hancock Park, Steele Creek, Others
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Quick Answer
Stockholders of two unlisted business development companies (BDCs) voted to liquidate within eight days of each other in October 2026, and neither has paid a liquidating distribution yet (as of October 20, 2026). At Hancock Park Corporate Income, Inc. (CIK 1661306) on October 6, 939,420 of 1,474,525 shares outstanding voted for the plan of sale and dissolution, 63.7% (our arithmetic). The board estimates $3.50 to $4.30 a share in total, against a net asset value of $5.43 at June 30, 2026, over 12 to 24 months. At Steele Creek Capital Corporation (CIK 1817825) on October 13, 3,811,722.51 shares voted for, 66.5% of the 5,735,114.44 shares in the 8-K (our arithmetic). Its plan takes effect December 1, 2026, with the final distribution expected by year-end and no per-share estimate; NAV was $8.48 at June 30, 2026 and $8.56 pro forma after an August loan sale. Both also approved leaving the BDC regime.
Key Takeaways
- Hancock Park passed, but not by a wide margin. Both proposals needed a majority of all shares entitled to vote, so non-votes counted as against. The plan got 939,420 yes votes against a line of 737,263 (our arithmetic). The 8-K lists 6,149 against and 34,702 abstentions; 494,254 shares were not present (our arithmetic).
- The Hancock Park estimate sits below its own NAV. $3.50 to $4.30 is 64.5% to 79.2% of the $5.43 June 30 NAV (our arithmetic). Liabilities were $16,016,962 against net assets of $8,013,694, and $11.0 million of an unsecured note must be repaid before any distribution.
- Steele Creek is moving fast. The board sold 164 loans on August 18, 2026 (75.8% of the portfolio at June 30 fair value) for about $73 million and used about $65 million to pay off its credit facility. The proxy puts the cost of the liquidation at about $200,000 and says the company will stop filing 10-Ks, 10-Qs and 8-Ks.
- The two companies disagree on the share count. The Steele Creek 8-K says 5,735,114.44 shares were outstanding at the September 28 record date; the proxy filed October 2 says 5,782,032. Neither filing explains the gap.
- Tax: the filings treat a liquidating distribution as a sale of your shares. Gain or loss is the cash received less your adjusted basis, long-term if held more than a year, under Code section 331. Cash liquidation payments are reported in box 9 of Form 1099-DIV.
- Precedent for the end of the road: Guggenheim Credit Income Fund (a retail non-traded BDC) went from a June 26, 2025 vote to final distributions on or around August 4, 2025 and a Form 15 on August 11, 2025. Its master fund NAV had already fallen from $7.56 to $0.29 a share through four years of liquidating distributions.
CSV · 92 rows
BDC liquidation votes 2025-2026: votes, thresholds, estimates, NAV, timelines and 1099-DIV reporting
92 rows from 8-Ks, proxy statements, 10-Qs and Forms 15 for seven BDCs, plus the Code, Treasury Regulation and IRS instruction citations. Accession number or URL on every row.
Every BDC liquidation or withdrawal we found, 2025 to 2026
We searched EDGAR for Form N-54C (the notice that withdraws a BDC election) filed from January 2025 and then read the filings behind each plausible liquidation. Most N-54Cs are mergers or listings, so they are not here. Seven are.
| BDC (CIK) | What happened | Decision date | Vote | Latest NAV per share | Expected payout and timing |
|---|---|---|---|---|---|
| Hancock Park Corporate Income (1661306) | Plan of sale and dissolution plus BDC withdrawal | Oct 6, 2026 | 939,420 for of 1,474,525 outstanding | $5.43 (Jun 30, 2026) | $3.50 to $4.30 total; asset sales over 12 to 24 months |
| Steele Creek Capital Corporation (1817825) | Plan of liquidation plus BDC withdrawal | Oct 13, 2026 | 3,811,722.51 for; against and abstain shown as N/A | $8.48 (Jun 30, 2026); $8.56 pro forma | No per-share estimate; effective Dec 1, 2026; final distribution expected by year-end 2026 |
| Venture Lending & Leasing IX (1717310) | Private BDC; plan of liquidation into its sole shareholder, an LLC, plus BDC termination | Jul 16, 2026 | 70.45% of 460,000 LLC shares | Not stated per share; $59.3 million of assets at Mar 31, 2026 | N-54C and Form 15 filed Jul 22, 2026; LLC members receive the proceeds |
| Guggenheim Credit Income Fund (1618697), with two feeder funds | BDC withdrawal, liquidation and sale of illiquid assets | Jun 26, 2025 | 35,148,134 for; 227,786 against; 563,762 abstain | $0.29 (master fund, Dec 31, 2024) | About $6.3 million left to distribute; final payments on or around Aug 4, 2025; Form 15 Aug 11, 2025 |
| Redwood Enhanced Income Corp (1870267) | BDC withdrawal and conversion to a Delaware limited partnership (not a liquidation) | Feb 11, 2026 | 17,188,991.27 for of 17,194,188.52 outstanding | Not read | Form 15 filed Feb 27, 2026; 15 holders of record |
| Firsthand Technology Value Fund (1495584) | Plans to withdraw its BDC election and liquidate; shares to leave OTCQB | Aug 18, 2026 (8-K) | 8-K reports no stockholder vote | $0.00 (Jun 30, 2026) | None stated |
| Investcorp US Private Credit BDC II (1984739) | Written consent approving BDC withdrawal; no liquidation plan in the information statement | Jul 23, 2026 | 1,245,000 shares, 74.26% | Net assets about $33.2 million (Mar 31, 2026) | N-54C and Form 15 filed Aug 13, 2026; 2 beneficial owners |
Venture Lending & Leasing IX, Investcorp BDC II and Redwood are private or near-private vehicles with a handful of owners. The two that matter to a typical small-account holder are Hancock Park and Steele Creek. Guggenheim is the only completed retail example, which is why we use it as the timeline benchmark. For how many BDCs exist and which are non-traded, see what a BDC is, with the 2026 census and the non-traded BDC list.
How the two votes were counted
| Hancock Park | Steele Creek | |
|---|---|---|
| Plan vote needed | A majority of all votes entitled to be cast. The charter default is 80%, lowered to a majority because two-thirds of the Continuing Directors approved | A majority of the votes entitled to be cast; abstentions count as against |
| BDC withdrawal vote needed | A majority of outstanding voting securities as defined in the 1940 Act (the lesser of 67% of shares present or over 50% of shares outstanding) | The same 1940 Act test |
| Contingency | The withdrawal happens only if the plan passes | The withdrawal happens only if the plan passes |
| Result | Plan 939,420 for, 6,149 against, 34,702 abstain; withdrawal 943,772 for, 7,176 against, 29,323 abstain | 3,811,722.51 for on both proposals; other columns N/A |
| For votes as share of shares outstanding | 63.7% (our arithmetic) | 66.5% on the 8-K count; 65.9% on the proxy count (our arithmetic) |
| Concentration | Affiliates of the adviser hold 74,084 shares, about 5.0% (10-Q) | The largest holder owns 45.89% and directors and officers as a group 47.80% (proxy) |
| Appraisal rights | None unless the board determines otherwise; it has made no such determination | None (proxy) |
Turnout mattered at Hancock Park, where non-votes counted as against. The company retained a proxy solicitor (D.F. King, estimated fee about $12,500) and filed reminder letters dated September 10 and 24, 2026 headed “EXTREMELY IMPORTANT”.
What the plans promise, and what they do not
| Question | Hancock Park | Steele Creek |
|---|---|---|
| Per-share estimate | $3.50 to $4.30 total, “as of June 30, 2026”, based on assumed liquidation values and wind-down costs | None in the proxy |
| First payment | Not dated. Distributions come only after the $11.0 million unsecured note and other liabilities are paid or provided for | “As soon as reasonably practicable” after December 1, 2026, after liabilities and any RIC dividends |
| Expected finish | Asset sales within 12 to 24 months of approval: October 2027 to October 2028 (our arithmetic) | Final distribution by year-end 2026, and no later than one day before two years after December 1, 2026 (November 30, 2028, our arithmetic) |
| Can the board stop it? | Yes, before it files the notice of dissolution in Maryland, without a new vote | Yes, before it files articles of dissolution; material adverse amendments require prompt notice to holders |
| Transfer of shares | Shares stay transferable until, if the board chooses, they convert into non-transferable liquidating trust or entity interests | Not addressed in the proxy |
| Cost of the process | Adviser base fee cut from 1.25% to 0.75% of assets and incentive fees waived, with no recoupment | About $200,000 for the liquidation, borne by the company |
Hancock Park: why the estimate is below NAV
At June 30, 2026 the 10-Q shows investments at fair value of $19,858,407, cash of $3,937,891 and total liabilities of $16,016,962, including the unsecured note carried at $14,969,714. Net assets were $8,013,694, or $5.43 a share, down from $7.65 at December 31, 2025 and $9.64 at June 30, 2025. The board's range multiplied by 1,474,525 shares is $5,160,838 to $6,340,458, which is $1.67 million to $2.85 million below net assets (our arithmetic). The proxy warns that the “Estimated liquidation value is not the same as fair value” and that a majority of holdings are Level 3, meaning valued on unobservable inputs.
The July 24, 2026 8-K matters here. It amended the $15,000,000 note, issued in 2019 and cut to a 5.50% coupon in 2021, still due November 27, 2026, to permit liquidation-basis accounting after deregistration and loosen covenants. The 10-Q adds that the amendment bars share repurchases and any monthly distribution above $0.01 a share until the note is repaid, and that $4,000,000 was called for redemption on August 10, 2026. That leaves the $11.0 million the proxy refers to. The same 8-K ended the continuous private offering on July 23, 2026, which automatically ended the dealer manager agreement. The company has sold no shares since June 2023.
Steele Creek: sell first, then vote
The August 25, 2026 8-K described the sale of 164 broadly syndicated loans to more than 22 dealers as a deleveraging step. It reports a net realized loss of $1.7 million and proceeds roughly $462,000 above June 30 valuations. Pro forma net assets rose to $50,244 thousand and NAV to $8.56 a share, from $8.48. The board also halted share sales indefinitely. Credit facility borrowings had been $65,296 thousand against $49,783 thousand of net assets at June 30, so repaying the facility came ahead of any payment to holders (our reading). A dividend of $0.1287 a share was declared for payment on October 15, 2026.
Tax: what a liquidating distribution is
| Point | What the source says | Source |
|---|---|---|
| Basic rule | “Amounts received by a shareholder in a distribution in complete liquidation of a corporation shall be treated as in full payment in exchange for the stock.” | 26 U.S.C. section 331(a) |
| How gain or loss is measured | Compare the distribution with the cost or other basis of the stock under section 1001 | 26 CFR 1.331-1(b) |
| Hancock Park's description | A liquidating distribution is a taxable event, “viewed as having sold” the shares; long-term if held more than 12 months | DEF 14A, Aug 19, 2026 |
| Steele Creek's description | Gain or loss is the cash received less adjusted basis; long-term if held more than one year; a loss on shares held six months or less is long-term to the extent of capital gain dividends | DEF 14A, Oct 2, 2026 |
| Regular dividends first | Steele Creek may declare dividends before the liquidation to distribute taxable income and gains and stay a regulated investment company (RIC) | DEF 14A, Oct 2, 2026 |
| Year-end form | Cash liquidation distributions go in box 9 of Form 1099-DIV and noncash ones in box 10 at fair market value; a payer must report $600 or more paid in a liquidation | Instructions for Form 1099-DIV (01/2024) |
| Backup withholding | 24% if you have not given a correct taxpayer identification number | Hancock Park DEF 14A |
| The BDC's own paperwork | A corporation files Form 966 within 30 days of adopting a plan of dissolution | 26 CFR 1.6043-1(a) |
| Capital loss limit | Individuals deduct capital losses against capital gains plus up to $3,000 of ordinary income a year, carrying the rest forward | Guggenheim joint proxy, citing section 1211 |
The tax treatment of the company itself is where the BDC election matters. A BDC normally elects RIC status and pays no corporate tax on income it distributes. Hancock Park's proxy warns that if the withdrawal of the BDC election takes effect before the company is liquidated for tax purposes, “the Company would become subject to U.S. federal income tax imposed at corporate rates”, which would shrink what holders receive. Guggenheim's proxy said the same for its feeder funds and expected capital losses to offset most gains. Steele Creek's proxy says the withdrawal will be made “in connection with” the liquidation, and the company intends to stay a RIC for its final period.
Worked example (our arithmetic, hypothetical). A holder paid $10.00 a share for 5,000 Hancock Park shares: basis $50,000. If the board's $3.50 to $4.30 range were paid in full and nothing else counted, the cash is $17,500 to $21,500 and the capital loss is $32,500 to $28,500. Against no other gains, $3,000 would offset ordinary income in the first year and the rest would carry forward. This ignores the $0.01 monthly distributions, any earlier return of capital, and the timing question below.
What we could not source. How basis is applied across several payments, and whether a loss is recognized on the final payment or earlier, is not explained in either proxy. The Aimco proxy we cover in Aimco's liquidation says payments first reduce basis and a loss comes in the year of the final distribution, but that is another company's disclosure. Ask your preparer. For the return itself see Form 8949 and Schedule D for BDC sales, the 1099-DIV due date, and, if a position ends worth nothing, the worthless-stock rules.
What happens to the BDC election and the SEC filings
| Step | How it works | What the filings say |
|---|---|---|
| Withdraw the BDC election | File Form N-54C; Steele Creek says it takes effect on receipt by the SEC | Both votes authorize it, and it happens only if the plan passed |
| Why the 1940 Act still lets a liquidation proceed | Section 7 exempts “transactions which are merely incidental to the dissolution of an investment company” | Steele Creek proxy |
| What holders lose | The 150% asset coverage test, the independent-director majority, affiliate-transaction limits and the fidelity bond requirement | Steele Creek proxy |
| End SEC reporting | File Form 15 to deregister the stock. Steele Creek relies on Rule 12g-4 and its 190 beneficial owners; Hancock Park will file one “immediately prior to the transfer of the Company’s assets” or when the board decides | Proxies |
| After that | No more Forms 10-K, 10-Q or 8-K. Hancock Park's amended note allows liquidation-basis accounting after deregistration | Steele Creek proxy; Hancock Park 8-K |
| Dissolve | File dissolution documents with Maryland; the company then exists only to wind up | Both proxies |
The practical point: the 10-Q for September 30, 2026 may be the last periodic report from either company, and after a Form 15 the main source of news is a letter from the company. Guggenheim's Form 15 listed its holders of record as “None” a week after final payments.
What happens next, with dates
| When | Event | What to check |
|---|---|---|
| Oct 15, 2026 | Payment date of Hancock Park's $0.01 a share and Steele Creek's $0.1287 a share distributions, both declared before the votes | Whether the payments arrived and how they are classified on the year-end form |
| About Nov 5 and Nov 12, 2026 | If the 30-day Form 966 clock runs from the stockholder votes, these are the dates for Hancock Park and Steele Creek (our arithmetic); the clock may instead run from the board resolution | A question for each company's tax adviser, not for holders |
| Nov 27, 2026 | Hancock Park's unsecured note matures, with $11.0 million left after the August 10 partial redemption | An 8-K on repayment, extension or default; no distribution can precede repayment |
| Dec 1, 2026 | Steele Creek's plan of liquidation becomes effective | An 8-K or letter on the first liquidating distribution and a Form N-54C |
| By Dec 31, 2026 | Steele Creek's expected final liquidating distribution | Whether it slips; the outer limit is November 30, 2028 (our arithmetic) |
| Oct 2027 to Oct 2028 | Hancock Park's 12 to 24 month window for asset sales (our arithmetic) | Sale prices against the $19,858,407 June 30 fair value |
| Jan 2027 and later | Forms 1099-DIV for 2026 distributions | Box 9 for liquidating cash; see the 1099-DIV page linked above |
What a reader can do with this
This page is analysis of public documents, not investment, legal or tax advice. What the filings let you check:
- Find your cost basis and holding period now. Your broker or the transfer agent holds the lots. A liquidating payment is measured against basis lot by lot, and a loss can be capped at $3,000 a year against ordinary income.
- Compare the estimate with your own number, not with NAV. Hancock Park's $3.50 to $4.30 is the board's estimate as of June 30, 2026, below the $5.43 NAV. Steele Creek has given no figure.
- Ask the company two questions in writing: whether your shares could convert into non-transferable liquidating trust interests, and when it expects to file Form 15.
- Watch EDGAR for 8-Ks under CIK 1661306 and CIK 1817825. After a Form 15 the filings stop.
- Keep every payment notice. Box 9 of the 1099-DIV reports cash liquidation payments, and your own records are the check on it.
- Do not count on exiting early. Hancock Park's note amendment bars repurchases until the note is repaid, and Steele Creek suspended share sales on August 18, 2026.
For what an adviser costs on a position like this, see what a financial advisor costs for real estate investing. A similar fund wind-down in the interval fund wrapper is covered in USQ Core Real Estate Fund's liquidation.
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When a rate, rule or filing behind this page changes: what changed, the one number that matters, and the source to check it yourself.
All figures are from SEC filings and official texts read on October 20, 2026. Hancock Park Corporate Income, Inc. (CIK 1661306): Form 8-K of October 6, 2026 (accession 0001193125-26-415358); Form 8-Ks of June 30, July 24 and September 30, 2026 (0001661306-26-000049, 0001661306-26-000058, 0001661306-26-000094); DEF 14A of August 19, 2026 (0001661306-26-000077); Form 10-Q for June 30, 2026 (0001661306-26-000068). Steele Creek Capital Corporation (CIK 1817825): Forms 8-K of August 21, August 25 and October 14, 2026 (0001213900-26-092451, 0001213900-26-093450, 0001213900-26-109301); DEF 14A of October 2, 2026 (0001213900-26-106203); Form 10-Q for June 30, 2026 (0001213900-26-089899). Others: Venture Lending & Leasing IX (CIK 1717310) 8-K and DEF 14A (0001140361-26-029285, 0001140361-26-025586); Guggenheim Credit Income Fund (CIK 1618697) 8-K, DEF 14A and Form 15 (0001821268-25-000119, 0001821268-25-000091, 0001821268-25-000182); Redwood Enhanced Income Corp (CIK 1870267) 8-K and Form 15 (0001104659-26-016986, 0001104659-26-021453); Firsthand Technology Value Fund (CIK 1495584) 8-K and 10-Q (0001437749-26-028421, 0001437749-26-028070); Investcorp US Private Credit BDC II (CIK 1984739) DEF 14C (0001193125-26-316246). Tax: 26 U.S.C. 331; 26 CFR 1.331-1 and 1.6043-1; Instructions for Form 1099-DIV (01/2024). Percentages, margins, ranges times shares and deadlines are our arithmetic. This is analysis of public documents, not investment, legal or tax advice.
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