# BC PARTNERS SECURITIES LLC X-17A-5 (2024-03-28) — Broker-dealer annual report - Company: BC PARTNERS SECURITIES LLC - Form: X-17A-5 - Filed: 2024-03-28 - Period: 2023-12-31 - Accession: 0001054877-24-000002 - CIK: 1769515 - File #: 8-70308 - Type: Broker-dealer - Material weakness: No - Auditor: Citrin Cooperman & Company, LLP - Auditor location: New York, NY - Contact: David Leland - Phone: (212) 486-6333 - Email: rfortino@dfppartners.com - Website: dfppartners.com - Signed by: David Leland (Chief Executive Officer) Original filing: https://www.sec.gov/Archives/edgar/data/1769515/000105487724000002/bcpartnersshort23.pdf --- {0}------------------------------------------------ UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 > ANNUAL REPORTS FORM X-17A-5 PART III OMB APPROVAL OMB Number: 3235-0123 Expires: Nov. 30, 2026 Estimated average burden hours per response: 12 sec file number 8-70308 FACING PAGE Information Required Pursuant to Rules 17a-5, 17a-12, and 18a-7 under the Securities Exchange Act of 1934 FILING FOR THE PERIOD BEGINNING 01/01/2023 MM/DD/YY A. REGISTRANT IDENTIFICATION # NAME OF FIRM: BC PARTNERS SECURITIES LLC TYPE OF REGISTRANT (check all applicable boxes): 国 Broker-dealer □ Check here if respondent is also an OTC derivatives dealer ADDRESS OF PRINCIPAL PLACE OF BUSINESS: (Do not use a P.O. box no.) # 650 MADISON AVENUE, 23RD FLOOR | | (No. and Street) | | | | | | |---------------------------------------------------------------------------|------------------------------------------|-----------------|--|--|--|--| | NEW YORK | NY | 10022 | | | | | | (City) | (State) | (Zip Code) | | | | | | PERSON TO CONTACT WITH REGARD TO THIS FILING | | | | | | | | ROBERT FORTINO | 212-751-4422
RFORTINO@DFPPARTNERS.COM | | | | | | | (Name) | (Area Code - Telephone Number) | (Email Address) | | | | | | B. ACCOUNTANT IDENTIFICATION | | | | | | | | INDEPENDENT PUBLIC ACCOUNTANT whose reports are contained in this filing* | | | | | | | | CITRIN COOPERMAN & COMPANY, LLP | | | | | | | | (Name - if individual, state last, first, and middle name) | | | | | | | | (Address) | 50 ROCKEFELLER PLAZA NEW YORK
(City) | NY
(State) | 10020
(Zip Code) | |---------------------------------------------------|------------------------------------------|---------------|--------------------------------------------| | 11/02/2005 | | 2468 | | | (Date of Registration with PCAOB) (if applicable) | | | (PCAOB Registration Number, if applicable) | | | FOR OFFICIAL USE ONLY | | | \* Claims for exemption from the requirement that the annual reports of an independent public accountant must be supported by a statement of facts and circumstances relied on as the basis of the exemption. See 17 CFR 240.17a-5(e)(1)(ii), if applicable. Persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. {1}------------------------------------------------ #### OATH OR AFFIRMATION | David Leland | | | | swear (or affirm) that, to the best of my knowledge and belief, the | |-------------------------------------------------------------------------------------------------------------------------------------|--------------------------------------------------------------------------------------------------------------------------------------------------------|--|--------------------------------------|-----------------------------------------------------------------------| | tinancial report pertaining to the firm of BC Partners LLC | | | | as of | | 12/31 | | | | , 2 023 | | partner, officer, director, or equivalent person, as the case may be, has any proprietary interest in any account classified solely | | | | | | as that of a customer. | | | | | | | LORI ALESS
NOTARY PUBLIC, STATE OF NEW YORK
Registration No. 01AL6425911
Qualified in Queens County
Commission Expires November 29, 20 0 2 | | Signature:
David Leland
Title: | Digitally signed by David Leland
Dale: 2024 02 21 09:23:56 -05"00" | | | | | Chief Executive Officer | | #### This filing\*\* contains (check all applicable boxes): - (a) Statement of financial condition. - = (b) Notes to consolidated statement of financial condition. - □ (c) Statement of income (loss) or, if there is other comprehensive income in the period(s) presented, a statement of comprehensive income (as defined in § 210.1-02 of Regulation S-X). - 0 (d) Statement of cash flows. - [] {e) Statement of changes in stockholders' or partners' or sole proprietor's equity. - □ (f) Statement of changes in liabilities subordinated to claims of creditors. - □ (g) Notes to consolidated financial statements. - □ (h) Computation of net capital under 17 CFR 240.15c3-1 or 17 CFR 240.18a-1, as applicable. - [ (i) Computation of tangible net worth under 17 CFR 240.18a-2. - □ (i) Computation for determination of customer reserve requirements pursuant to Exhibit A to 17 CFR 240.15c3-3. - [] {k) Computation for determination of security-based swap reserve requirements pursuant to Exhibit B to 17 CFR 240.15c3-3 or Exhibit A to 17 CFR 240.18a-4, as applicable. - [ (I) Computation for Determination of PAB Requirements under Exhibit A to § 240.15c3-3. - [ (m) Information relating to possession or control requirements for customers under 17 CFR 240.15c3-3. - □ (n) Information relating to possession or control requirements for security-based swap customers under 17 CFR 240.15c3-3(p)(2) or 17 CFR 240.18a-4, as applicable. - □ (o) Reconciliations, including appropriate explanations, of the FOCUS Report with computation of net capital or tangible net worth under 17 CFR 240.15c3-1, 17 CFR 240.18a-2, as applicable, and the reserve requirements under 17 CFR 240.15c3-3 or 17 CFR 240.18a-4, as applicable, if material differences exist, or a statement that no material differences exist. - □ {p}Summary of financial data for subsidiaries not consolidated in the statement of financial condition. - | (q) Oath or affirmation in accordance with 17 CFR 240.17a-12, or 17 CFR 240.18a-7, as applicable. - □ (r) Compliance report in accordance with 17 CFR 240.17a-5 or 17 CFR 240.18a-7, as applicable. - □ (s) Exemption report in accordance with 17 CFR 240.18a-7, as applicable. - | (t) Independent public accountant's report based on an examination of the statement of financial condition. - [] (u) Independent public accountant's report based on an examination of the financial statements under 17 CFR 240.17a-5, 17 CFR 240.18a-7, or 17 CFR 240.17a-12, as applicable. - □ (v) Independent public accountant's report based on an examination of certain statements in the compliance report under 17 CFR 240.17a-5 or 17 CFR 240.18a-7, as applicable. - □ (w) Independent public accountant's report based on a review of the exemption report under 17 CFR 240.17a-5 or 17 CFR 240.18a-7, as applicable. - | as applicable. - □ (y) Report describing any material inadequacies found to have existed since the date of the previous audit, or a statement that no material inadequacies exist, under 17 CFR 240.17a-12(k). - □ (z) Other: - \*\*To request confidential treatment of certain portions of this filing, see 17 CFR 240.17a-5(e)(3) or 17 CFR 240.18a-7(d)(2), as applicable. Ulear Vari Notary Public {2}------------------------------------------------ #### **BC PARTNERS SECURITIES LLC** STATEMENT OF FINANCIAL CONDITION AS OF DECEMBER 31, 2023 AND REPORTS OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM PUBLIC DOCUMENT Filed pursuant to Rule 17a-5(e)(3) under the Securities Exchange Act of 1934. {3}------------------------------------------------ #### BC PARTNERS SECURITIES LLC | | Page(s) | |------------------------------------------------------------|---------| | Report of Independent Registered Public Accounting Firm 1 | | | Financial Statement | | | Statement of Financial Condition 2 | | | Notes to Financial Statement 3–6 | | {4}------------------------------------------------ ![](_page_4_Picture_0.jpeg) ### **REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM** To the Member BC Partners Securities LLC #### **Opinion on the Financial Statement** We have audited the accompanying statement of financial condition of BC Partners Securities LLC as of December 31, 2023, and the related notes (collectively referred to as the "financial statement"). In our opinion, the financial statement presents fairly, in all material respects, the financial position of BC Partners Securities LLC as of December 31, 2023, in conformity with accounting principles generally accepted in the United States of America. ### **Basis for Opinion** This financial statement is the responsibility of BC Partners Securities LLC's management. Our responsibility is to express an opinion on BC Partners Securities LLC's financial statement based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB") and are required to be independent with respect to BC Partners Securities LLC in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statement is free of material misstatement, whether due to error or fraud. Our audit included performing procedures to assess the risks of material misstatement of the financial statement, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statement. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statement. We believe that our audit provides a reasonable basis for our opinion. We have served as BC Partners Securities LLC's auditor since 2019. New York, New York March 28, 2024 {5}------------------------------------------------ ## BC PARTNERS SECURITIES LLC STATEMENT OF FINANCIAL CONDITION DECEMBER 31, 2023 #### A S S E T S | Cash and cash equivalents
Accounts receivable, net of allowance for expected credit losses
Other assets | \$
16,651,071
300,000
654 | |---------------------------------------------------------------------------------------------------------------|------------------------------------| | TOTAL ASSETS | \$
16,951,725 | | LIABILITIES AND MEMBER'S EQUITY | | | Liabilities: | | | Accrued expenses | \$
77,625 | | Due to affiliate | 184,350 | | TOTAL LIABILITIES | 261,975 | | Liabilities subordinated to claims of general creditors | 11,435,887 | | Member's Equity: | | | Member's equity | 5,616,022 | | Accumulated earnings/(deficit) | (362,159) | | MEMBER'S EQUITY | 5,253,863 | | TOTAL LIABILITIES AND MEMBER'S EQUITY | \$
16,951,725 | The accompanying notes are an integral part of this statement of financial condition. {6}------------------------------------------------ #### NOTE 1 DESCRIPTION OF ORGANIZATION AND BUSINESS BC Partners Securities LLC (the "Company") was formed on December 17, 2018 as a Delaware limited liability company. The Company is a broker-dealer registered with the Securities and Exchange Commission ("SEC") and a member of the Financial Industry Regulatory Authority ("FINRA") effective June 12, 2019. The Company does not carry securities accounts for customers, or perform custodial services and, accordingly, claims exemption from Rule 15c3-3 of the Securities Exchange Act of 1934. The Company is a wholly-owned subsidiary of BC Partners Inc. (the "Parent" or "BC Partners"). The Company operates from an office in New York City. The Parent, through its SEC-registered investment adviser, BC Partners Advisors L.P., and its European Exempt Reporting Advisor, BC Partners LLP (together, the "BC Partners Investment Advisers") sponsors and acts as an investment adviser to several private equity funds that purchase or make investments in certain companies ("Portfolio Companies") across Europe and North America (the "BC Partners Private Funds"). The Company acts as underwriter in connection with securities issued by the Portfolio Companies (e.g., equity, equity-linked offerings and notes and loan offerings), which may include but are not limited to, initial public offerings, follow-on offerings, secondary offerings, unsecured and secured bond offerings and secured loan offerings. As an underwriter, the Company advises Portfolio Company issuers in connection with pricing, timing, and market conditions. The Company is engaged in securities and investment banking activities whereby it performs transaction-related, private placement of securities, and trading securities for its own account. #### NOTE 2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES #### Basis of Presentation This financial statement was prepared in conformity with accounting principles generally accepted in the United States of America ("U.S. GAAP") which require management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statement. Actual results could differ from these estimates. #### Cash and Cash Equivalents The Company maintains deposits with financial institutions in an amount that is in excess of federally insured limits by approximately \$16,400,000; however, the Company does not believe it is exposed to any significant credit risk. The Company considers highly-liquid investments purchased with an original maturity of three months or less to be cash equivalents. {7}------------------------------------------------ #### NOTE 2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued) #### Fair Value Hierarchy The Company utilizes various methods to measure the fair value of its investments on a recurring basis. U.S. GAAP establishes a hierarchy that maximizes the use of relevant observable inputs and minimizes the use of unobservable inputs when determining fair value estimates. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability (i.e., the "exit price") in an orderly transaction between market participants at the measurement date. The three levels of inputs are: Level 1 - Unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access. Level 2 - Observable inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly. Level 3 - Unobservable inputs for the asset or liability. The availability of observable inputs can vary from security to security and is affected by a wide variety of factors, including, for example, the type of security, whether the security is new and not yet established in the marketplace, the liquidity of markets, and other characteristics particular to the security. To the extent that the valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment. Accordingly, the degree of judgment exercised in determining fair value is greatest for instruments categorized in Level 3. The inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, for disclosure purposes, the level in the fair value hierarchy within which the fair value measurement falls in its entirety is determined based on the lowest level input that is significant to the fair value measurement in its entirety. The recorded amounts of cash and cash equivalents, other assets, accrued expenses, and due to affiliate approximate their fair value due to the short-term nature of these financial assets and liabilities. #### Leases The Company recognizes and measures its leases in accordance with Financial Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC") 842, *Leases*. The Company evaluated its existing vendor agreements, including its expense sharing agreement, for the recognition criteria under the existing guidance for lease accounting. It was determined that during the year ended December 31, 2023, no agreements or arrangements existed that would be classified as a lease under the adopted guidance. #### Allowance for Credit Losses The Company recognizes allowance for credit losses in accordance with ASC Topic 326, *Financial Instruments — Credit Losses* ("ASC Topic 326"). The allowance for credit losses impacts the impairment model for certain financial assets by requiring a current expected credit loss ("CECL") methodology to estimate expected credit losses over the entire life of the financial asset. For certain financial assets measured at amortized cost (e.g., cash and cash equivalents), the Company has concluded that there are de minimis expected credit losses based on the nature and contractual life or expected life of the financial assets and immaterial historic and expected losses. {8}------------------------------------------------ #### NOTE 2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued) #### Allowance for Credit Losses (continued) The Company will continue to evaluate the appropriateness of a credit loss allowance as facts and circumstances may evolve. #### NOTE 3 RELATED PARTY TRANSACTIONS The Company and BC Partners Advisors L.P. ("the Affiliate") have an expense sharing agreement dated June 12, 2019, which covers administrative, facility, salary, and other back office services. As of December 31, 2023, the Company owed approximately \$184,350 to the Affiliate for payments the Affiliate made on behalf of the Company relating to the expense sharing agreement. The Company also has a long-term subordinated loan of \$10,000,000 from its parent at 4.5% annual interest rate. Accrued interest payable on this subordinated loan is considered as additional subordinated capital for purposes of computing net capital. The accrued interest payable for the year ended December 31, 2023, was \$450,000 and the cumulative accrued interest, since inception is \$1,435,887. The maturity date for this subordinated loan is October 21, 2025. All subordinated loans were pre-approved by FINRA. #### NOTE 4 REGULATORY REQUIREMENTS The Company, as a member of FINRA, is subject to the SEC Uniform Net Capital Rule 15c3 l which requires the Company to maintain minimum "net capital" equal to the greater of \$100,000 or 6-2/3 percent of "aggregate indebtedness", as defined, and a ratio of aggregate indebtedness to net capital not to exceed 15 to 1. Net capital and the related net capital ratio may fluctuate on a daily basis. At December 31, 2023, the Company had net capital of \$16,389,096, and net capital requirements of \$100,000 resulting in excess net capital of \$16,289,096. #### NOTE 5 INCOME TAXES The Company is a limited liability company and is treated as a disregarded entity for federal, state and city income tax purposes; therefore, it does not incur income taxes at the Company level. Instead its earnings and losses are passed through to the Parent and included in the calculation of the Parent's tax liability. Accordingly, no provision for income taxes has been made in the accompanying financial statement. At December 31, 2023, management has determined that the Company had no uncertain tax positions that would require financial statement recognition. This determination will always be subject to ongoing reevaluation as facts and circumstances require. {9}------------------------------------------------ #### NOTE 6 COMMITMENTS AND CONTINGENCIES In the ordinary course of business, various legal actions may be taken against the Company. Management believes, based on currently available information, that the results of such matters, in the aggregate, will not have a material adverse effect on the Company's financial statements. #### NOTE 7 SUBSEQUENT EVENTS The Company has evaluated events and transactions that may have occurred through the date the financial statement was issued and determined there are no subsequent events requiring adjustments to or disclosure in the financial statement. Source: SEC EDGAR via Adviser Search (https://search.stillhousedata.com). Agents: see https://search.stillhousedata.com/llms.txt.