On February 23, 2023, First Eagle Alternative Capital BDC, Inc. (“FCRD”) and Crescent Capital BDC, Inc. (“CCAP”) issued a joint press release announcing that the anticipated election deadline for record holders of shares of FCRD common stock (excluding any shares held by subsidiaries of FCRD or held, directly or indirectly, by CCAP or Echelon Acquisition Sub, Inc.) to elect to receive cash consideration in lieu of shares of CCAP common stock in connection with the proposed merger of CCAP and FCRD is 5:00 p.m., Eastern Time, on March 2, 2023.
The completion of the proposed transaction remains subject to the satisfaction of certain closing conditions, including the receipt of the requisite approval from FCRD stockholders. A copy of the joint press release is attached to this Current Report on Form 8-K (the “Current Report”) as Exhibit 99.1 and is incorporated herein by reference.
* * *
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
1