Crescent Capital BDC, Inc. (“Crescent BDC”) today announced that on
January 29, 2020 it received stockholder approval on all proposals
required in connection with the definitive merger agreement under
which Crescent BDC will acquire Alcentra Capital Corporation
(“Alcentra Capital”) (NASDAQ:ABDC).
100% of Crescent BDC stockholders who voted at
yesterday’s meeting, representing approximately 90% of the
outstanding shares, voted in favor of all proposals, including the
issuance of shares to Alcentra Capital stockholders and Crescent
BDC’s reincorporation from Delaware to Maryland. Crescent BDC
expects to complete the reincorporation from Delaware to Maryland
today.
The transaction is expected to close on January
31, 2020, subject to the satisfaction of certain other customary
closing conditions. Crescent BDC’s common stock is expected to
begin trading on The Nasdaq Global Market (“NASDAQ”) under the
ticker symbol “CCAP” on February 3, 2020.
About Crescent BDC
Crescent BDC 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. Crescent BDC utilizes the
extensive experience, origination capabilities and disciplined
investment process of Crescent Capital Group
LP. Crescent BDC is externally managed by Crescent Cap
Advisors, a subsidiary of Crescent Capital. Crescent BDC has
elected to be regulated as a business development company under the
Investment Company Act of 1940. For more information about Crescent
BDC, visit http://crescentbdc.com. However, the contents of
such website are not and should not be deemed to be incorporated by
reference herein.
About Crescent Capital
Group
Crescent Capital is a global credit investment
manager with approximately $28 billion of assets under management.
For over 25 years, the firm has focused on below investment grade
credit through strategies that invest in marketable and privately
originated debt securities including senior bank loans, high yield
bonds, and private senior, unitranche, and junior debt
securities. Crescent Capital is headquartered in Los Angeles
with offices in New York, Boston, and London and more than 175
employees globally. For more information about Crescent Capital,
visit www.crescentcap.com. However, the contents of such website
are not and should not be deemed to be incorporated by reference
herein.
Contact:
Daniel
McMahondaniel.mcmahon@crescentcap.com
212-364-0149
Additional Information and Where to Find
It
This communication relates to a proposed
business combination involving Crescent BDC and Alcentra Capital,
along with related proposals for which stockholder approval has
been sought (collectively, the “Proposals”). In connection with the
Proposals, Crescent Reincorporation Sub, Inc. (“Crescent Capital
Maryland BDC”), Alcentra Capital and Crescent BDC have filed
relevant materials with the SEC, including the registration
statement
on Form N-14 (File No. 333-233995) (the
“Registration Statement”) filed with the Securities and Exchange
Commission (the “SEC”) by Crescent Capital Maryland BDC and
the Proxy Statement. The Registration Statement and Proxy Statement
each contain important information about Alcentra Capital, Crescent
BDC, the transactions, the Proposals and related
matters. INVESTORS AND SECURITY HOLDERS OF CRESCENT
BDC AND ALCENTRA CAPITAL ARE URGED TO READ THE REGISTRATION
STATEMENT AND THE PROXY STATEMENT, AS WELL AS ANY AMENDMENTS OR
SUPPLEMENTS TO THESE DOCUMENTS AND OTHER DOCUMENTS THAT WILL BE
FILED WITH THE SEC, CAREFULLY AND IN THEIR ENTIRETY BECAUSE THEY
CONTAIN IMPORTANT INFORMATION ABOUT ALCENTRA CAPITAL, CRESCENT BDC,
THE PROPOSED TRANSACTIONS, THE PROPOSALS AND RELATED
MATTERS. Investors and security holders are able to
obtain the Registration Statement, the Proxy Statement and other
documents filed with the SEC by Crescent Capital Maryland BDC,
Alcentra Capital and Crescent BDC, free of charge, from the SEC’s
web site at www.sec.gov and from either Alcentra
Capital’s or Crescent BDC’s web sites at
www.alcentracapital.com or at www.crescentbdc.com.
Investors and security holders may also obtain free copies of the
Registration Statement, the Proxy Statement and other documents
filed with the SEC from Crescent BDC by contacting Crescent BDC’s
Investor Relations Department at bdcir@crescentcap.com, or from
Alcentra Capital by contacting Alcentra Capital’s Investor
Relations Department at investorrelationsbdc@alcentra.com.
Participants in the
Solicitation
Alcentra Capital and Crescent BDC and their
respective directors, executive officers, other members of their
management and employees may be deemed to be participants in the
solicitation of proxies in connection with the proposed
Transactions. Information regarding the persons who may, under the
rules of the SEC, be considered participants in the solicitation of
the Alcentra Capital and Crescent BDC stockholders in connection
with the proposed Transactions, and their direct or indirect
interests, by security holdings or otherwise, is set forth in the
Proxy Statement and Registration Statement filed with the SEC. To
the extent holdings of securities by any of Alcentra Capital’s or
Crescent BDC’s directors or executive officers have changed since
the amounts disclosed in the Proxy Statement and Registration
Statement, such changes have been or will be reflected on
Statements of Changes in Beneficial Ownership on Form 4 filed by
such directors or executive officers, as the case may be, with the
SEC. These documents may be obtained free of charge from the
sources indicated above.
Forward-Looking Statements
This communication contains “forward-looking”
statements as that term is defined in Section 27A of the Securities
Act of 1933, as amended, and Section 21E of the Securities Exchange
Act of 1934, as amended by the Private Securities Litigation Reform
Act of 1995, including statements regarding the proposed
transaction between Crescent BDC and Alcentra Capital pursuant to
that certain Agreement and Plan of Merger, dated as of August 12,
2019 (as amended on September 27, 2019, the “Merger Agreement”) by
and among Crescent BDC, Alcentra Capital, Crescent BDC’s investment
adviser, and a wholly-owned subsidiary of Crescent BDC. All
statements, other than historical facts, including statements
regarding the expected timing of the closing of the proposed
transaction; the ability of the parties to complete the proposed
transaction considering the various closing conditions; the
expected benefits of the proposed transaction such as improved
operations, enhanced revenues and cash flow, growth potential,
market profile and financial strength; the competitive ability and
position of the combined company following completion of the
proposed transaction; and any assumptions underlying any of the
foregoing, are forward-looking statements. Forward-looking
statements concern future circumstances and results and other
statements that are not historical facts and are sometimes
identified by the words “may,” “will,” “should,” “potential,”
“intend,” “expect,” “endeavor,” “seek,” “anticipate,” “estimate,”
“overestimate,” “underestimate,” “believe,” “could,” “project,”
“predict,” “continue,” “target” or other similar words or
expressions. Forward-looking statements are based upon current
plans, estimates and expectations that are subject to risks,
uncertainties and assumptions. Should one or more of these risks or
uncertainties materialize, or should underlying assumptions prove
incorrect, actual results may vary materially from those indicated
or anticipated by such forward-looking statements. The inclusion of
such statements should not be regarded as a representation that
such plans, estimates or expectations will be achieved. Important
factors that could cause actual results to differ materially from
such plans, estimates or expectations include, among others, (1)
that one or more closing conditions to the proposed transactions,
including certain regulatory approvals, may not be satisfied or
waived, on a timely basis or otherwise, including that a
governmental entity may prohibit, delay or refuse to grant approval
for the consummation of the proposed transactions, or may require
conditions, limitations or restrictions in connection with such
approvals; (2) the risk that the mergers or other transactions
contemplated by the Merger Agreement may not be completed in the
time frame expected by Crescent BDC and Alcentra Capital or at all;
(3) unexpected costs, charges or expenses resulting from the
proposed transactions; (4) uncertainty of the expected financial
performance of the combined company following completion of the
proposed transactions; (5) uncertainty with respect to the trading
levels of shares of the combined company’s common stock on NASDAQ;
(6) failure to realize the anticipated benefits of the proposed
transaction, including as a result of delay in completing the
proposed transaction or integrating the businesses of Crescent BDC
and Alcentra Capital; (7) the ability of the combined company to
implement its business strategy; (8) difficulties and delays in
achieving synergies and cost savings of the combined company; (9)
inability to retain and hire key personnel; (10) the occurrence of
any event that could give rise to termination of the Merger
Agreement; (11) the risk that stockholder litigation in connection
with the proposed transactions may affect the timing or occurrence
of the contemplated merger or result in significant costs of
defense, indemnification and liability; (12) evolving legal,
regulatory and tax regimes; (13) changes in laws or regulations or
interpretations of current laws and regulations that would impact
Crescent BDC’s classification as a business development company;
and (14) changes in general economic and/or industry specific
conditions. Some of these factors are enumerated in the filings
Crescent Capital Maryland BDC, Crescent BDC and Alcentra Capital
have made with the SEC.
The inclusion of forward-looking statements
should not be regarded as a representation that any plans,
estimates or expectations will be achieved. Any forward-looking
statements speak only as of the date of this communication. Except
as required by federal securities laws, none of Crescent Capital
Maryland BDC, Crescent BDC and Alcentra Capital undertakes any
obligation to update or revise any forward-looking statements,
whether as a result of new information or development, future
events or otherwise. Readers are cautioned not to place undue
reliance on any of these forward-looking statements.
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