UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

 


FORM 8-K

 


CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934

 

Date of Report (Date of Earliest Event Reported): November 5, 2019

 

Alcentra Capital Corporation

(Exact name of registrant as specified in its charter)

Maryland
(State or other jurisdiction of

incorporation or organization)

814-01064
(Commission File

Number)

46-2961489
(IRS Employer Identification

Number)

 

200 Park Avenue, 7th Floor

New York, NY 10166

(Address of principal executive offices)

 

Registrant’s telephone number, including area code (212) 922-8240

 


Not Applicable
(Former name or former address, if changed since last report)

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of Each Class Trading Symbol Name of Each Exchange on Which Registered
Common Stock, par value $0.001 per share ABDC The NASDAQ Global Select Market

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
x Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

 

Emerging growth company x

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. x

 

 

 

 

 

Item 2.02. Results of Operations and Financial Condition.

 

On November 5, 2019, Alcentra Capital Corporation (the “Company”) issued a press release announcing its financial results for the third quarter ended September 30, 2019. A copy of the press release is being furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

 

The information in this Item 2.02 of this Current Report on Form 8-K, including Exhibit 99.1 attached hereto, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, and is not incorporated by reference into any filing under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, unless it is specifically incorporated by reference therein.

 

Item 8.01. Other Events.

 

On November 5, 2019, the Company issued a press release announcing its financial results for the third quarter ended September 30, 2019, which is attached hereto as Exhibit 99.1.

 

Item 9.01. Financial Statements and Exhibits.

 

(d) Exhibits

 

99.1 Press Release, dated November 5, 2019

 

 

 

 

Forward-Looking Statements

 

This communication contains “forward-looking” statements as that term is defined in Section 27A of the Securities Act and Section 21E of the Exchange Act, including statements regarding the proposed transactions between Crescent Capital BDC, Inc. (“Crescent Capital BDC”) and the Company pursuant to the Agreement and Plan of Merger, dated August 12, 2019 (as amended on September 27, 2019, the “Merger Agreement”), by and between the Company, Crescent Capital BDC, and the other parties thereto, pursuant to which Crescent Capital BDC (following its reincorporation by merger into the State of Maryland; such Maryland entity referred to as “Crescent Capital Maryland BDC”) will acquire all of the outstanding shares of the Company’s common stock in a stock and cash transaction through a series of mergers (the “Mergers”). 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 transaction, 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 transaction, may require conditions, limitations or restrictions in connection with such approvals or that the required approval by the stockholders of each of Crescent Capital BDC and the Company may not be obtained; (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 Capital BDC and the Company or at all; (3) unexpected costs, charges or expenses resulting from the proposed transaction; (4) uncertainty of the expected financial performance of the combined company following completion of the proposed transaction; (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 Capital BDC and the Company; (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 transaction may affect the timing or occurrence of the contemplated transactions 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 Capital 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 BDC and the Company have made with the Securities and Exchange Commission (the “SEC”), and will be contained in the materials Crescent Capital BDC and the Company will file or cause to be filed with the SEC in connection with the proposed transactions under the Merger Agreement, including a Crescent Capital Maryland BDC registration statement on Form N-14 (the “Registration Statement”) initially filed on September 30, 2019 (File No: 333-233995), which will include Crescent Capital BDC’s and the Company’s joint definitive proxy statement on Schedule 14A that also constitutes a prospectus of Crescent Capital BDC (the “Joint Proxy Statement/Prospectus”).

 

 

 

 

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, neither Crescent Capital BDC nor the Company 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.

 

Additional Information and Where to Find It

 

This communication relates to a proposed business combination involving Crescent Capital BDC and the Company, along with related proposals for which stockholder approval will be sought (collectively, the “Proposals”). In connection with the Proposals, Crescent Capital BDC and the Company have filed and will file, or cause to be filed, relevant materials with the SEC, including the Registration Statement and Joint Proxy Statement/Prospectus. The Registration Statement and Joint Proxy Statement/Prospectus contain, and any amendments will contain, important information about Crescent Capital BDC, the Company, the proposed transactions, the Proposals and related matters. INVESTORS AND SECURITY HOLDERS OF CRESCENT CAPITAL BDC AND THE COMPANY ARE URGED TO READ THE REGISTRATION STATEMENT AND THE JOINT PROXY STATEMENT/PROSPECTUS, 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 WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT CRESCENT CAPITAL BDC, THE COMPANY, THE PROPOSED TRANSACTIONS, THE PROPOSALS AND RELATED MATTERS. Investors and security holders can obtain the Registration Statement, the Joint Proxy Statement/Prospectus and other documents filed with, or caused to be filed with, the SEC by Crescent Capital BDC and the Company, free of charge, from the SEC’s web site at www.sec.gov and from either Crescent Capital BDC’s or the Company’s web sites at http://crescentbdc.com or at www.alcentracapital.com. Investors and security holders may also obtain free copies of the Registration Statement, the Joint Proxy Statement/Prospectus and other documents filed with the SEC from Crescent Capital BDC by contacting Crescent Capital BDC’s Investor Relations Department at bdcir@crescentcap.com or from the Company by contacting its Investor Relations Department at investorrelationsbdc@alcentra.com.

 

Participants in the Solicitation

 

This communication is not a solicitation of a proxy from any investor or security holder. However, Crescent Capital BDC, the Company, and their respective directors and executive officers, other members of their management and employees may be deemed to be participants in the solicitation of proxies in connection with the Proposals. Information regarding Crescent Capital BDC’s directors and executive officers is available in its definitive proxy statement for its 2019 annual meeting of stockholders filed with the SEC on April 26, 2019. Information regarding the Company’s directors and executive officers is available in an amendment to its annual report for the year ended December 31, 2018 on Form 10-K/A (the “2018 Form 10-K/A”), filed with the SEC on April 30, 2019. To the extent holdings of securities by such directors or executive officers have changed since the amounts printed in Crescent Capital BDC’s 2019 proxy statement and the Company’s 2018 Form 10-K/A, 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. More detailed information regarding the identity of potential participants, and their direct or indirect interests, by security holdings or otherwise, will be set forth in the Registration Statement and the Joint Proxy Statement/Prospectus when such documents become available. These documents may be obtained free of charge from the sources indicated above.

 

 

 

 

No Offer or Solicitation

 

The information in this communication is for informational purposes only and shall not constitute an offer to sell or the solicitation of an offer to sell or the solicitation of an offer to buy any securities or the solicitation of any vote or approval in any jurisdiction pursuant to or in connection with the Proposals or otherwise, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in contravention of applicable law. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act.

 

 

 

 

 

 

 

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

Date: November 5, 2019

 

  ALCENTRA CAPITAL CORPORATION
     
     
  By: /s/ Ellida McMillan
    Name: Ellida McMillan
    Title: Chief Financial Officer and Chief
Operating Officer

 

 

 

 

 

 

 

 

 

 

 

 

 

Exhibit 99.1

 

 

 

 

Alcentra Capital Corporation Announces Third Quarter 2019 Financial Results

 

New York, NY, November 5, 2019 (PRNewswire) -- Alcentra Capital Corporation (NASDAQ: ABDC) (the "Company"), a provider of debt financing solutions to middle-market companies based primarily in the United States, today announced its financial results for the third quarter of 2019.

 

Third Quarter 2019 Highlights

 

· Total investment income of $5.6 million
· Net investment income of $1.7 million, or $0.13 per share
· Received proceeds from repayments, loan dispositions and amortization on investments of approximately $2.8 million
· Net asset value of $141.4 million, or $10.98 per share
· Weighted average debt portfolio yield of approximately 10.6%

 

Suhail A. Shaikh, Chief Executive Officer of the Company, stated, “We were pleased with the performance of our investments, despite the volatility in leveraged finance markets. Our focus has been to maintain the quality of the portfolio until the announced merger with Crescent Capital BDC is consummated. While expenses remained elevated largely due to the announced merger, NAV per share was relatively flat from the second quarter due to the voluntary waiver by our manager, Alcentra NY, LLC, of the entire management fee owed to it.”

 

As previously announced, on August 12, 2019, the Company entered into the Agreement and Plan of Merger (as amended on September 27, 2019, the “Merger Agreement”), with Crescent Capital BDC, Inc. (“Crescent Capital BDC”) and the other parties thereto, pursuant to which Crescent Capital BDC (following its reincorporation by merger into the State of Maryland; such Maryland entity referred to as “Crescent Capital Maryland BDC”) will acquire all of the outstanding shares of the Company’s common stock in a stock and cash transaction through a series of mergers (the “Mergers”). This transaction is the result of the Company’s previously announced review of strategic alternatives led by an independent director committee (the “Committee of Independent Directors”) of its board of directors, and has been unanimously approved by the Committee of Independent Directors, the independent directors of Crescent Capital BDC and the boards of directors of both companies.

 

Under the terms of the transaction, in exchange for approximately 12.9 million shares of the Company’s common stock, the Company’s stockholders will receive approximately (i) 5.2 million shares of Crescent Capital Maryland BDC common stock (based on a fixed exchange ratio of 0.4041 shares of Crescent Capital Maryland BDC common stock per share of Company common stock); (ii) $19.3 million in cash, or $1.5023 per share, from Crescent Capital Maryland BDC (less the amount of any special dividends declared by the Company after the date of the Merger Agreement to comply with applicable tax requirements (excluding regular quarterly dividends up to a maximum amount of $0.18 per share of the Company’s common stock)); and (iii) $21.6 million in cash,  or $1.6761 per share, from Crescent Cap Advisors, LLC (“Crescent Cap Advisors”), the external investment adviser of Crescent Capital BDC (as may be adjusted pursuant to the Merger Agreement). The exchange ratio was fixed on the date of the Merger Agreement and is generally not subject to adjustment, including for changes in the trading price of the Company’s common stock before the closing of the Mergers.

 

 

 

 

 

Crescent Capital Maryland BDC is expected to apply to have its common stock listed on The Nasdaq Stock Market under the symbol “CCAP,” with such listing expected to be effective as of the closing date of the Mergers. Upon completion of the Mergers, the current directors and officers of Crescent Capital BDC are expected to continue in their current positions in Crescent Capital Maryland BDC, and Crescent Cap Advisors will externally manage Crescent Capital Maryland BDC after implementing the following changes to the Crescent Capital BDC investment advisory agreement: (1) reduce the base management fee from 1.50% to 1.25%, (2) waive a portion of the base management fee for the eighteen-month period following the Mergers so that only 0.75% will be charged for such time period, (3) waive the income-based portion of the incentive fee for the eighteen-month period following the Mergers and (4) increase the hurdle rate under the income-based portion of the incentive fee from 1.50% to 1.75% per quarter.

 

As of November 1, 2019, over two-thirds of Crescent Capital BDC’s stockholders have agreed to vote their shares in favor of the Mergers and related transactions. Additionally, Crescent Capital BDC stockholders (other than those Company stockholders receiving Crescent Capital BDC shares in connection with the transaction) generally will be restricted from trading their shares for at least six months following the closing of the transaction, subject to a modified lock-up schedule thereafter for an additional six months.

 

Consummation of the Mergers is subject to certain conditions, including, among others, the approvals of the Company’s and Crescent Capital BDC’s stockholders and other customary closing conditions. While there can be no assurance as to the exact timing, or that the Mergers will be completed at all, the Company and Crescent Capital BDC are working to complete the Mergers in the first quarter of 2020.

 

Third Quarter 2019 Financial Results

 

For the three months ended September 30, 2019, total investment income was $5.6 million, a decrease of approximately $0.9 million from the $6.6 million of total investment income for the three months ended September 30, 2018. This decrease was due to the portfolio rotation of legacy investments to investments more senior in the capital structure of the Company’s portfolio companies, and the associated decrease in weighted-average yields. For the three months ended September 30, 2019, interest and PIK income comprised $5.6 million. Net investment income for the three months ended September 30, 2019 was $1.7 million, or $0.13 per share (after a waiver for the entire amount of management fees), as compared to $3.0 million, or $0.22 per share, for the three months ended September 30, 2018.

 

For the three months ended September 30, 2019, total net expenses (after the waiver of the entire amount of management fees) were $3.9 million, an increase of $0.4 million, or 9.9%, from the $3.6 million for the three months ended September 30, 2018. The increase in total net expenses between periods was due primarily to an increase in general and administrative expenses, which were $2.2 million for the three months ended September 30, 2019, compared to $0.9 million for the three months ended September 30, 2018. The increase in general and administrative expenses was largely due to an increase in professional fees and directors fees, both primarily relating to the Company’s board of directors' formal review process to evaluate strategic alternatives for the Company and items relating to the Mergers.

 

The increase in general and administrative expenses was partially offset by a decrease in base management fees and interest and financing expenses between comparable periods. Base management fees were $0.8 million, a decrease of $0.1 million, or 11.4%, from the $0.9 million for the three months ended September 30, 2018. This decrease was due to the lower amount of gross assets outstanding between comparable periods. In addition, during the three months ended September 30, 2019, the Company’s investment adviser, Alcentra NY, waived the full $0.8 million of management fees, of which $0.1 million was waived pursuant to the temporary 25 basis point reduction in the base management fee agreed to by Alcentra NY until April 30, 2020, and $0.7 million was voluntarily waived by Alcentra NY in its sole discretion.

 

 

 

 

For the three months ended September 30, 2019, interest and financing expense was $1.7 million, a decrease from $1.9 million for the comparable period due primarily to lower borrowings under the Company’s senior secured revolving credit facility.

 

For the three months ended September 30, 2019, the Company recorded a net realized gain of $0.1 million and net change in unrealized depreciation from portfolio investments of $0.02 million. As a result, after considering the Company’s provision for taxes on unrealized gains, the Company's net increase in net assets resulting from operations was $1.8 million for the three months ended September 30, 2019.

 

Portfolio and Investment Activities

 

For the three months ended September 30, 2019, the Company had no new debt investments or add-on fundings due to the operation of interim operating covenants under the Merger Agreement effective during the pendency of the Mergers. As of September 30, 2019, the fair value of the Company's investment portfolio totaled $218.4 million and consisted of 28 companies and 1 rated debt security in a CLO. The average portfolio investment size on an amortized cost and fair market basis was $7.4 million and $7.2 million, respectively.

 

As of September 30, 2019, the Company had one debt investment (Southern Technical Institute, Inc.) on non-accrual status.

 

A risk rating of the Company’s portfolio companies is available on the Company's website presentation (https://investors.alcentracapital.com/events-presentations) and in the MD&A section of the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2019 filed with the Securities and Exchange Commission (the “SEC”).

 

Liquidity and Capital Resources

 

At September 30, 2019, the Company had $4.8 million in cash, $28.7 million of borrowings outstanding on its $115.0 million senior secured revolving credit facility and $55.0 million outstanding of Alcentra Capital InterNotes.

 

Subsequent Events

 

· On October 3, 2019, the Company paid a quarterly dividend of $0.18 per share to stockholders of record as of September 26, 2019.

 

· On October 11, 2019, the Company’s board of directors approved a 2019 fourth quarter dividend of $0.18 per share payable on December 15, 2019 to stockholders of record as of November 30, 2019.

 

Conference Call

 

In light of the pending transactions with Crescent Capital BDC, the Company will not hold a conference call to discuss its operating and financial results for the quarter ended September 30, 2019.

 

 

 

 

 

ABOUT ALCENTRA CAPITAL CORPORATION

 

Alcentra Capital provides customized debt and equity financing solutions to middle-market companies, which Alcentra Capital generally defines as U.S. based companies having between $15.0 million and $75.0 million of EBITDA. Alcentra Capital’s investment objective is to provide attractive risk-adjusted returns by generating current income from its debt investments. Alcentra Capital seeks to partner with business owners, management teams and financial sponsors by providing customized financing for change of ownership transactions, recapitalizations, strategic acquisitions, business expansion and other growth initiatives.

 

Alcentra Capital, which is externally managed by Alcentra NY, LLC, is a closed-end, non-diversified management investment company that has elected to be treated as a business development company under the Investment Company Act of 1940. In addition, for tax purposes, Alcentra Capital has elected to be treated as a regulated investment company under Subchapter M of the Internal Revenue Code.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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 Capital BDC and the Company pursuant to the Merger Agreement. 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 transaction, 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 transaction, may require conditions, limitations or restrictions in connection with such approvals or that the required approval by the stockholders of each of Crescent Capital BDC and the Company may not be obtained; (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 Capital BDC and the Company or at all; (3) unexpected costs, charges or expenses resulting from the proposed transaction; (4) uncertainty of the expected financial performance of the combined company following completion of the proposed transaction; (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 Capital BDC and the Company; (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 transaction may affect the timing or occurrence of the contemplated transactions 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 Capital 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 BDC and the Company have made with the SEC, and will be contained in the materials Crescent Capital BDC and the Company will file or cause to be filed with the SEC in connection with the proposed transactions under the Merger Agreement, including a Crescent Capital Maryland BDC registration statement on Form N-14 (the “Registration Statement”) initially filed on September 30, 2019 (File No: 333-233995), which will include Crescent Capital BDC’s and the Company’s joint definitive proxy statement on Schedule 14A that also constitutes a prospectus of Crescent Capital BDC (the “Joint Proxy Statement/Prospectus”).

 

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, neither Crescent Capital BDC nor the Company 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.

 

 

 

 

 

 

Additional Information and Where to Find It

 

This communication relates to a proposed business combination involving Crescent Capital BDC and the Company, along with related proposals for which stockholder approval will be sought (collectively, the “Proposals”). In connection with the Proposals, Crescent Capital BDC and the Company have filed and will file, or cause to be filed, relevant materials with the SEC, including the Registration Statement and Joint Proxy Statement/Prospectus. The Registration Statement and Joint Proxy Statement/Prospectus contain, and any amendments will contain, important information about Crescent Capital BDC and the Company, the proposed transactions, the Proposals and related matters. INVESTORS AND SECURITY HOLDERS OF CRESCENT CAPITAL BDC AND THE COMPANY ARE URGED TO READ THE REGISTRATION STATEMENT AND THE JOINT PROXY STATEMENT/PROSPECTUS, 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 WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT CRESCENT CAPITAL BDC, THE COMPANY, THE PROPOSED TRANSACTIONS, THE PROPOSALS AND RELATED MATTERS. Investors and security holders can obtain the Registration Statement, the Joint Proxy Statement/Prospectus and other documents filed with, or caused to be filed with, the SEC by Crescent Capital BDC and the Company, free of charge, from the SEC’s web site at www.sec.gov and from either Crescent Capital BDC’s or the Company’s web sites at http://crescentbdc.com or at www.alcentracapital.com. Investors and security holders may also obtain free copies of the Registration Statement, the Joint Proxy Statement/Prospectus and other documents filed with the SEC from Crescent Capital BDC by contacting Crescent Capital BDC’s Investor Relations Department at bdcir@crescentcap.com or from the Company by contacting its Investor Relations Department at investorrelationsbdc@alcentra.com.

 

Participants in the Solicitation

 

This communication is not a solicitation of a proxy from any investor or security holder. However, Crescent Capital BDC, the Company, and their respective directors and executive officers, other members of their management and employees may be deemed to be participants in the solicitation of proxies in connection with the Proposals. Information regarding Crescent Capital BDC’s directors and executive officers is available in its definitive proxy statement for its 2019 annual meeting of stockholders filed with the SEC on April 26, 2019. Information regarding the Company’s directors and executive officers is available in an amendment to its annual report for the year ended December 31, 2018 on Form 10-K/A (the “2018 Form 10-K/A”), filed with the SEC on April 30, 2019. To the extent holdings of securities by such directors or executive officers have changed since the amounts printed in Crescent Capital BDC’s 2019 proxy statement and the Company’s 2018 Form 10-K/A, 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. More detailed information regarding the identity of potential participants, and their direct or indirect interests, by security holdings or otherwise, will be set forth in the Registration Statement and the Joint Proxy Statement/Prospectus when such documents become available. These documents may be obtained free of charge from the sources indicated above.

 

No Offer or Solicitation

 

The information in this communication is for informational purposes only and shall not constitute an offer to sell or the solicitation of an offer to sell or the solicitation of an offer to buy any securities or the solicitation of any vote or approval in any jurisdiction pursuant to or in connection with the Proposals or otherwise, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in contravention of applicable law. 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.

 

 

 

 

 

 

 

Alcentra Capital Corporation and Subsidiary

 

Consolidated Statements of Assets and Liabilities

   

    As of
September 30, 2019 (Unaudited)
    As of
 December 31, 2018
 
Assets                
Portfolio investments, at fair value                
Non-controlled, non-affiliated investments, at fair value (cost of $212,247,572 and $212,280,172, respectively)   $ 203,117,204     $ 205,411,779  
Non-controlled, affiliated investments, at fair value (cost of $26,683,798 and $26,385,612, respectively)     15,249,296       12,980,016  
Controlled, affiliated investments, at fair value (cost $0 and $15,212,562, respectively)           16,406,021  
Cash     4,830,119       11,049,499  
Dividends and interest receivable     1,041,343       454,883  
Receivable for investments sold     532,930       644,733  
Deferred financing costs     909,289       1,366,393  
Deferred tax asset     4,266,715       5,385,694  
Prepaid expenses and other assets     253,559       79,410  
Total Assets   $ 230,200,455     $ 253,778,428  
                 
Liabilities                
Credit facility payable   $ 28,658,350     $ 28,536,441  
Notes payable (net of deferred note offering costs of $550,159 and $855,433, respectively)     54,449,841       54,144,567  
Payable for investments purchased           18,550,000  
Other accrued expenses and liabilities     90,121       535,096  
Directors’ fees payable     225,750       36,125  
Professional fees payable     1,071,304       554,173  
Interest and credit facility expense payable     1,558,563       1,069,139  
Management fee payable           765,659  
Income-based incentive fees payable     198,805       890,796  
Distributions payable     2,317,602       2,433,102  
Unearned structuring fee revenue           81,643  
Income tax liability     255,531       379,155  
Total Liabilities     88,825,867       107,975,896  
                 
Commitments and Contingencies                
                 
Net Assets                
Common stock, par value $0.001 per share (100,000,000 shares authorized, 12,875,566 and 13,105,295 shares issued and outstanding, respectively)     12,876       13,105  
Additional paid-in capital     197,118,476       198,594,662  
Distributable earnings (accumulated loss)     (55,756,764 )     (52,805,235 )
Total Net Assets     141,374,588       145,802,532  
Total Liabilities and Net Assets   $ 230,200,455     $ 253,778,428  
                 
Net Asset Value Per Share   $ 10.98     $ 11.13  

 

 

 

 

 

Alcentra Capital Corporation and Subsidiary

 

Consolidated Statements of Operations

   

    For the three months ended September 30, 2019
(Unaudited)
    For the three months ended September 30, 2018
 (Unaudited)
    For the nine months ended September 30, 2019
(Unaudited)
    For the nine months ended September 30, 2018
(Unaudited)
 
Investment Income:                                
From non-controlled, non-affiliated investments:                                
Interest income from portfolio investments   $ 5,386,714     $ 5,676,759     $ 16,946,112     $ 17,284,856  
Paid-in-kind interest income from portfolio investments     27,534       107,164       140,835       352,295  
Other income from portfolio investments     47,920       94,668       332,795       2,213,784  
Dividend income from portfolio investments           30,756             92,268  
From non-controlled, affiliated investments:                                
Interest income from portfolio investments     32,418       58,881       110,659       265,414  
Paid in-kind income from portfolio investments     108,583       96,816       298,186       309,946  
Other income from portfolio investments                        
From controlled, affiliated investments:                                
Interest income from portfolio investments           488,036       208,538       1,470,032  
Paid in-kind income from portfolio investments                        
Other income from portfolio investments                 133,095        
Total investment income     5,603,169       6,553,080       18,170,220       21,988,595  
                                 
Expenses:                                
Management fees     835,825       943,360       2,543,009       3,214,345  
Income-based incentive fees/(reversal of accruals)           (43,805 )     (691,991 )     (43,805 )
Professional fees     1,411,837       362,625       2,811,452       1,095,777  
Valuation services     (70,780 )     78,346       86,720       132,279  
Interest and credit facility expense     1,455,465       1,705,992       4,195,793       5,146,364  
Amortization of deferred financing costs     157,059       117,587       569,604       325,138  
Directors’ fees     213,270       87,076       587,946       300,104  
Insurance expense     93,524       57,076       240,851       169,583  
Amortization of deferred note offering costs     105,771       97,478       348,474       343,439  
Consulting fees           54,152       244,916       535,892  
Excise tax     (62,468 )     29,538       327,945       394,846  
Other expenses     638,307       255,226       952,606       415,737  
Total expenses     4,777,810       3,744,651       12,217,325       12,029,699  
Waiver of management fees     (835,825 )     (157,227 )     (1,120,356 )     (266,508 )
Net expenses     3,941,985       3,587,424       11,096,969       11,763,191  
Net investment income and foreign currency transactions     1,661,184       2,965,656       7,073,251       10,225,404  
                                 
Realized Gain (Loss) and Net Change in Unrealized Appreciation (Depreciation) From Portfolio Investments
Net realized gain (loss) on:                                
Non-controlled, non-affiliated investments           (38,921 )     (111,717 )     (10,162,013 )
Non-controlled, affiliated investments           (12 )           (10,167,529 )
Controlled, affiliated investments                 1,193,459        
Foreign currency transactions     109,732             175,226        
Net realized gain (loss) from portfolio investments and foreign currency transactions     109,732       (38,933 )     1,256,968       (20,329,542 )
Net change in unrealized appreciation (depreciation) on:                                
Non-controlled, non-affiliated investments     (742,017 )     2,355,583       (2,261,975 )     6,235,728  
Non-controlled, affiliated investments     573,447       (1,610,661 )     1,971,094       7,601,872  
Controlled, affiliated investments                 (1,193,459 )     220,904  
Foreign currency translation     148,596             136,968        
Net change in unrealized appreciation (depreciation) from portfolio investments and foreign currency translation     (19,974 )     744,922       (1,347,372 )     14,058,504  
Benefit (Provision) for income taxes on unrealized gain (loss) on investments     3,253       (589,643 )     (1,121,422 )     427,585  
Net realized gain (loss) and net change in unrealized appreciation (depreciation) from portfolio investments     93,011       116,346       (1,211,826 )     (5,843,453 )
Net Increase (Decrease) in Net Assets Resulting from Operations   $ 1,754,195     $ 3,082,002     $ 5,861,425     $ 4,381,951  
                                 
Basic and diluted:                                
Net investment income per share   $ 0.13     $ 0.22     $ 0.55     $ 0.74  
Earnings (loss) per share   $ 0.14     $ 0.23     $ 0.45     $ 0.32  
Weighted Average Shares of Common Stock Outstanding     12,875,566       13,530,129       12,885,724       13,815,619  

 

For further information:

 

Suhail A. Shaikh, Chief Executive Officer, Alcentra Capital, 212 922-6038; or Ellida McMillan, Chief Financial Officer, Alcentra Capital, 212 922-6644

 

 

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