First Eagle Alternative Capital BDC, Inc. (NASDAQ: FCRD)
(“FCRD”) and Crescent Capital BDC, Inc. (NASDAQ: CCAP) (“CCAP”)
today announced that the deadline (the “Election Deadline”) for
FCRD’s stockholders of record to elect to receive cash
consideration in lieu of shares of CCAP common stock in connection
with the pending merger of CCAP and FCRD (the “Merger”) is 5:00
p.m., Eastern Time, on March 2, 2023. The Election Deadline is
based on CCAP’s and FCRD’s expectation that FCRD’s special meeting
of stockholders to approve matters relating to the Merger will be
held as scheduled on March 7, 2023.
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The terms of the proposed Merger are set forth in the Agreement
and Plan of Merger (the “Merger Agreement”), dated as of October 3,
2022, by and among CCAP, Echelon Acquisition Sub, Inc., a direct
wholly-owned subsidiary of CCAP, Echelon Acquisition Sub LLC, a
direct wholly-owned subsidiary of CCAP, FCRD, and Crescent Cap
Advisors, LLC, the external investment adviser to CCAP (“CCAP
Advisor”). If the Merger is consummated, among other transactions,
FCRD will merge with and into a subsidiary of CCAP, with the
combined company to be managed by CCAP Advisor. The completion of
the Merger is subject to satisfaction or waiver or certain
customary closing conditions contained in the Merger Agreement,
including receipt of the requisite approval from FCRD
stockholders.
Under the terms of the Merger Agreement, if the Merger is
completed, FCRD stockholders (excluding any shares held by
subsidiaries of FCRD or held, directly or indirectly, by CCAP or
Echelon Acquisition Sub, Inc.) will be entitled to receive, in the
aggregate:
- Consideration per share equal to CCAP’s net asset value per
share at the time of closing of the Merger, funded using shares of
CCAP’s common stock (valued at 100% of CCAP’s net asset value per
share as of the closing, calculated as of 5:00 p.m., Eastern Time
two days prior to the closing of the Merger) and, to the extent the
required number of CCAP shares exceeds 19.99% of the issued and
outstanding shares of CCAP common stock on October 3, 2022, cash
consideration in the amount of such excess (the “CCAP
Consideration”); plus
- A cash payment from CCAP Advisor of $35 million in aggregate,
which will be divided by the number of shares of FCRD common stock
issued and outstanding as of two days prior to the closing of the
Merger and paid on a per share basis to holders of FCRD common
stock.
With respect to the CCAP Consideration, FCRD stockholders have
the ability to elect to receive such consideration in the form of
cash or CCAP common stock, subject to the conditions and
limitations in the Merger Agreement, with the exchange ratio for
the total consideration to be paid by CCAP in the Merger being
determined by the net asset values of FCRD and CCAP as of the
closing, calculated as of 5:00 p.m., Eastern Time two days prior to
the closing of the Merger. FCRD stockholders who do not validly
make an election to receive cash will be deemed to have elected to
receive shares of CCAP common stock with respect to the CCAP
Consideration received in exchange for their shares of FCRD common
stock. FCRD stockholders may receive consideration from CCAP that
includes both cash and stock, depending on their election and the
elections of other stockholders.
FCRD’s stockholders of record wishing to make an election must
deliver a properly completed Election Form (along with all other
documents and materials referred to in the Election Form) to
American Stock Transfer & Trust Company, LLC, the exchange
agent, no later than the Election Deadline of 5:00 p.m., Eastern
Time, on March 2, 2023.
Stockholders of FCRD who hold their shares through a bank,
broker or other nominee may be subject to an earlier deadline than
the Election Deadline for making their elections, based on the
instructions of their brokers, banks or other nominees or trustees,
and should carefully read such instructions regarding making an
election. FCRD stockholders are encouraged to consult with their
broker, bank or other nominee as soon as possible regarding these
instructions.
The election materials do not provide for a guaranteed delivery
procedure. FCRD stockholders bear the risk of ensuring proper and
timely delivery of their election materials.
FCRD stockholders are notified that any election made with
respect to their shares of FCRD common stock will be withdrawn upon
any subsequent transfer of such shares. As a result, unless the
transferee makes a new election prior to the Election Deadline, the
transferee will be deemed to have elected to receive stock with
respect to the CCAP Consideration received in exchange for such
shares of FCRD common stock. Any FCRD stockholder that receives
shares of FCRD common stock after the Election Deadline will be
deemed to have elected to receive stock with respect to the CCAP
Consideration received in exchange for such shares of FCRD common
stock.
The Election Form was sent to FCRD’s stockholders of record on
or about January 23, 2023. FCRD stockholders may obtain additional
copies of the election materials by contacting D.F. King & Co.,
Inc., at 800-829-6554 (Toll-Free), 212-269-5550 (for banks and
brokers) or at FCRD@dfking.com.
A more detailed description of the consideration to which FCRD
stockholders are entitled and the procedures applicable to
elections is contained in the Proxy Statement/Prospectus dated
January 20, 2023, copies of which may be obtained for free by
following the instructions below. The Election Deadline does not
alter the deadline for stockholders of FCRD to vote on the
proposals to be presented for approval at FCRD’s upcoming special
meeting of stockholders.
About First Eagle Alternative Capital BDC, Inc.
First Eagle Alternative Capital BDC, Inc. (NASDAQ: FCRD) is a
closed-end management investment company that has elected to be
treated as a business development company under the 1940 Act.
FCRD’s investment objective is to generate both current income and
capital appreciation, primarily through investments in privately
negotiated debt and equity securities of middle market companies.
FCRD is a direct lender to middle market companies and invests
primarily in directly originated first lien senior secured loans,
including unitranche investments. In certain instances, FCRD also
makes second lien secured loans and subordinated or mezzanine, debt
investments, which may include an associated equity component such
as warrants, preferred stock or other similar securities and direct
equity co-investments. FCRD targets investments primarily in middle
market companies with annual EBITDA generally between $5 million
and $25 million. FCRD’s investment activities are managed by First
Eagle Alternative Credit, LLC, an investment adviser registered
under the Investment Advisers Act of 1940. For more information,
please visit www.feac.com.
About Crescent Capital BDC, Inc.
Crescent Capital BDC, Inc. (NASDAQ: CCAP) is a business
development company that seeks to maximize the total return of its
stockholders in the form of current income and capital appreciation
by providing capital solutions to middle market companies with
sound business fundamentals and strong growth prospects. CCAP
utilizes the extensive experience, origination capabilities and
disciplined investment process of Crescent. Crescent BDC is
externally managed by CCAP Advisor, a subsidiary of Crescent
Capital Group. CCAP has elected to be regulated as a business
development company under the Investment Company Act of 1940. For
more information about CCAP, visit www.crescentbdc.com. However,
the contents of such website are not and should not be deemed to be
incorporated by reference herein.
Forward-Looking Statements
This communication contains forward-looking statements that
involve substantial risks and uncertainties, including statements
regarding the completion of the transaction between FCRD and CCAP.
The use of words such as “anticipates,” “believes,” “intends,”
“plans,” “expects,” “projects,” “estimates,” “will,” “should,”
“may” and similar expressions identify any such forward-looking
statements. These forward-looking statements are not guarantees of
future performance and are subject to various risks and
uncertainties. Certain factors could cause actual results and
conditions to differ materially from those projected, including the
uncertainties associated with (i) the timing or likelihood of the
transaction closing, (ii) the expected synergies and savings
associated with the transaction , (iii) the expected elimination of
certain expenses and costs due to the transaction , (iv) the
percentage of FCRD stockholders voting in favor of the transaction,
(v) the possibility that competing offers or acquisition proposals
for FCRD will be made, (vi) the possibility that any or all of the
various conditions to the consummation of the merger may not be
satisfied or waived, including the failure to obtain FCRD
stockholder approval, (vii) risks related to diverting the
respective management’s attention from FCRD’s and CCAP’s ongoing
business operations, (viii) the risk that stockholder litigation in
connection with the transactions contemplated by the merger
agreement may result in significant costs of defense and liability,
(ix) the future operating results of FCRD’s or CCAP’s portfolio
companies or of the combined company, (x) regulatory factors, (xi)
changes in regional or national economic conditions, including but
not limited to the impact of the COVID-19 pandemic, and their
impact on the industries in which FCRD and CCAP invest, and (xii)
other changes in the conditions of the industries in which FCRD and
CCAP invest and other factors enumerated in FCRD’s and CCAP’s
respective filings with the U.S. Securities and Exchange Commission
(the “SEC”) , including CCAP’s registration statement on Form N-14,
as amended, which includes a proxy statement/prospectus (as
amended, the ‘‘Registration Statement”), which was declared
effective by the SEC on January 20, 2023, CCAP’s prospectus, which
was filed by CCAP with the SEC on January 20, 2023 (the
“Prospectus”), and FCRD’s definitive proxy statement, which was
filed by FCRD with the SEC on January 20, 2023 (the “Proxy
Statement” and, together with the Prospectus, the “Proxy
Statement/Prospectus”). You should not place undue reliance on such
forward-looking statements, which speak only as of the date of this
communication. CCAP and FCRD undertake no obligation to update any
forward-looking statements made herein, unless required by law. You
should, therefore, not rely on these forward-looking statements as
representing the views of FCRD or CCAP as of any date subsequent to
the date of this communication. You should read this communication
and the documents referenced in this communication completely and
with the understanding that actual future events and results may be
materially different from expectations. CCAP and FCRD qualify all
forward-looking statements by these cautionary statements.
Additional Information and Where to Find It
In connection with the proposed transaction, including seeking
to obtain FCRD stockholder approval in connection therewith, CCAP
and FCRD have filed certain materials with the SEC, including,
among other materials, the Registration Statement and the Proxy
Statement/Prospectus. The Registration Statement was declared
effective by the SEC on January 20, 2023, and the Proxy
Statement/Prospectus was first mailed to FCRD’s stockholders on or
around January 23, 2023 to seek approval of the proposed
transaction. The Registration Statement and the Proxy
Statement/Prospectus each contain important information about FCRD,
CCAP, the proposed transaction and related matters. This
communication is not a substitute for the Proxy
Statement/Prospectus or the Registration Statement to which it
pertains or for any other document that FCRD or CCAP may file with
the SEC and send to FCRD’s stockholders in connection with the
proposed transaction. This communication is for informational
purposes only and does not constitute an offer to sell or the
solicitation of an offer to buy any securities or a solicitation of
any vote or approval. No offer of securities shall be made except
by means of a prospectus meeting the requirements of Section 10 of
the Securities Act of 1933, as amended. THE PROXY
STATEMENT/PROSPECTUS AND REGISTRATION STATEMENT, AS WELL AS ANY
AMENDMENTS OR SUPPLEMENTS TO THESE DOCUMENTS, AND OTHER DOCUMENTS
FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME
AVAILABLE BECAUSE THEY CONTAIN/WILL CONTAIN IMPORTANT INFORMATION
ABOUT FCRD, CCAP, THE PROPOSED TRANSACTION AND RELATED MATTERS.
Investors and security holders are able to obtain the documents
filed with the SEC free of charge at the SEC’s website,
https://www.sec.gov, or for documents filed by FCRD, from FCRD’s
website at https://www.firsteagle.com/FEACBDC and for documents
filed by CCAP, from CCAP’s website at
https:www.crescentbdc.com.
Participants in the Solicitation
CCAP, FCRD, and their respective directors and executive
officers, other members of their management and employees,
including certain employees and officers of First Eagle Alternative
Credit, LLC and CCAP Advisor, may be deemed to be participants in
the solicitation of proxies in connection with the proposals.
Information regarding FCRD’s directors and executive officers and
CCAP’s directors and executive officers is available in the Proxy
Statement/Prospectus. The Proxy Statement/Prospectus may be
obtained free of charge from the sources indicated in the previous
section.
No Offer or Solicitation
This communication is not, and under no circumstances is it to
be construed as, a prospectus or an advertisement and the
communication of this communication is not, and under no
circumstances is it to be construed as, an offer to sell or a
solicitation of an offer to purchase any securities in CCAP, FCRD
or in any fund or other investment vehicle.
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version on businesswire.com: https://www.businesswire.com/news/home/20230223006001/en/
Crescent Capital BDC, Inc. Daniel McMahon
daniel.mcmahon@crescentcap.com (212) 364-0149
First Eagle Alternative Capital BDC, Inc. Leigh Crosby
leigh.crosby@firsteagle.com (617) 790-6060
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