Crescent Capital BDC, Inc. (“Crescent BDC”) (NASDAQ: CCAP)
announced today the closing of the previously announced merger with
First Eagle Alternative Capital BDC, Inc. (“First Eagle BDC”)
(formerly NASDAQ: FCRD). The combined company, which will remain
externally managed by Crescent Cap Advisors, LLC, a subsidiary of
Crescent Capital Group (“Crescent”), has more than $1.6 billion of
assets on a pro forma basis based on December 31, 2022 financial
information.
Based on the merger exchange ratio, First Eagle
BDC stockholders will receive the following, subject to previously
disclosed election mechanics, in exchange for each share of First
Eagle BDC common stock held at the effective time of the merger:
(i) $0.29 of cash from Crescent BDC, (ii) 0.20635 of a share of
Crescent BDC common stock (with cash payable in lieu of fractional
shares), and (iii) $1.17 of cash as transaction support provided by
Crescent Cap Advisors, LLC. The exchange ratio was determined based
on the closing net asset value (NAV) per share of $19.91 and $4.40
for Crescent BDC and First Eagle BDC, respectively, as of March 7,
2023. Crescent BDC’s net asset value per share includes
approximately $0.35 of accrued net investment income as of March 7,
2023. Crescent BDC issued approximately 6,174,383 shares of
Crescent BDC common stock to First Eagle BDC stockholders in
connection with the merger, resulting in legacy Crescent BDC
stockholders and former First Eagle BDC stockholders owning
approximately 83% and 17% of the combined company, respectively, at
closing.
Jason Breaux, President and Chief Executive
Officer of Crescent BDC, said, “We are excited to close the
acquisition of First Eagle BDC, as we expect this transaction will
provide both strategic and financial benefits to our new and
existing stockholders. In addition to being accretive to core
earnings, this merger increases our market presence, improves our
access to capital, and enhances asset diversification, while
staying true to our core strategy of maintaining a high quality,
senior secured, first lien-focused portfolio.”
Wells Fargo Securities served as sole financial
advisor and Kirkland & Ellis LLP served as legal counsel to
Crescent BDC. Keefe, Bruyette and Woods (KBW), A Stifel Company,
served as financial advisor and Simpson Thacher & Bartlett LLP
served as legal counsel to First Eagle BDC.
Share Purchase Program
In addition, as previously announced, in
connection with the closing of the merger with First Eagle BDC, Sun
Life Financial Inc. (“Sun Life”), which owns a majority interest in
Crescent, has committed to provide secondary-market support and
will purchase up to $20.0 million of the combined company’s common
stock via a share purchase program (the “Sun Life purchase
program”). Purchases of Crescent BDC common stock pursuant to the
Sun Life purchase program will be subject to certain conditions as
set forth in the program and will be conducted in accordance with
Rules 10b5-1 and 10b-18 under the Securities and Exchange Act of
1934, as amended, and other applicable securities laws and
regulations that set certain restrictions on the method, timing,
price, and volume of stock purchases.
Forward-Looking Statements
This press release contains "forward-looking
statements," which are statements other than statements of
historical facts, are not guarantees of future performance or
results of Crescent BDC, including the combined company following
the Crescent BDC's acquisition of First Eagle BDC (the "Merger"),
and involve a number of risks and uncertainties. Such
forward-looking statements may include statements preceded by,
followed by or that otherwise include the words "may," "might,"
"will," "intend," "should," "could," "can," "would," "expect,"
"believe," "estimate," "anticipate," "predict," "potential," "plan"
or similar words. Actual results may differ materially from those
in the forward-looking statements as a result of a number of
factors, including those described from time to time in filings
made by Crescent BDC with the Securities and Exchange Commission
("SEC"). Certain factors could cause actual results and conditions
to differ materially from those projected, including, but not
limited to, the uncertainties associated with (i) the expected
synergies and savings associated with the Merger, (ii) the expected
elimination of certain expenses and costs due to the Merger, (iii)
the operating results of Crescent BDC or its portfolio companies
subsequent to the Merger, (iv) fluctuations in the market price of
Crescent BDC's common stock, and (v) the Merger's effect on the
relationships of Crescent BDC with its investors, portfolio
companies, lenders and service providers. You should not place
undue reliance on such forward-looking statements, which are based
upon Crescent BDC management's current views and assumptions
regarding future events and operating performance, and speak only
as of the date any such statement is made.
More information on these risks and other
potential factors that could affect Crescent BDC's financial
results, including important factors that could cause actual
results to differ materially from plans, estimates or expectations
included herein is included in Crescent BDC's filings with the SEC,
including in the "Risk Factors" and "Management's Discussion and
Analysis of Financial Condition and Results of Operations" sections
of Crescent BDC's most recently filed annual report on Form 10-K,
as well as in subsequent filings, including Crescent BDC's
quarterly reports on Form 10-Q. Crescent BDC undertakes no duty to
update any forward-looking statement made herein. All
forward-looking statements speak only as of the date of this
communication.
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. Crescent BDC is
externally managed by Crescent Cap Advisors, LLC, a subsidiary of
Crescent. Crescent BDC has elected to be regulated as a business
development company under the Investment Company Act of 1940, as
amended. For more information about Crescent BDC,
visit www.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 is a global credit investment manager
with over $40 billion of assets under management. For over 30
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, as well as private senior, unitranche and junior debt
securities. Crescent is headquartered in Los Angeles with offices
in New York, Boston, Chicago and London with more than 200
employees globally. Crescent is a part of SLC Management, the
institutional alternatives and traditional asset management
business of Sun Life. For more information about Crescent, visit
www.crescentcap.com. However, the contents of such website are not
and should not be deemed to be incorporated by reference
herein.
Contact:
Dan
McMahondaniel.mcmahon@crescentcap.com212-364-0149
Crescent Capital BDC (NASDAQ:CCAP)
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