First Eagle Alternative Capital BDC, Inc.: M&A transaction — FCRD acquired by CCAP; merger closed March 9, 2023, stock delisted

First Eagle Alternative Capital BDC, Inc.

Stockholders received ~$0.509 cash + 0.195 CCAP shares per Electing Share, plus ~$1.17 CCAP Advisor cash.
Non-Electing Shares converted to 0.2209 CCAP shares plus ~$1.17 cash each.
CCAP assumed $111.6M aggregate principal of FCRD's 5.00% Notes due 2026.
FCRD common stock delisted from Nasdaq; Notes delisted from NYSE after March 9 close.
Stockholders approved merger with 17.86M votes for, 211.7K against.

item 1.02 item 2.01 item 3.01 item 3.03 item 5.01 item 5.02 item 5.03 item 5.07 item 9.01

Key facts

Extracted from this filing and checked against the source text.

Governance Changes SEC 8-K Item 5.03/5.05/5.06 confidence 0.95

First Eagle Alternative Capital BDC, Inc.: Following the merger, the bylaws of Acquisition Sub in effect prior to the merger became the bylaws of the Company as the surviving corporation, and the certificate of incorporation was amended and restated (effective 2023-03-10).

Change: bylaw amendment
Effective: 2023-03-10

Exact text from the filing

Pursuant to the terms of the Merger Agreement, at the Effective Time, the certificate of incorporation of the Company was amended and restated and the bylaws of Acquisition Sub, as in effect immediately prior to the Effective Time, became the bylaws of the Company (as the surviving corporation in the First Merger).

View on SEC.gov

M&A Transactions SEC 8-K Item 2.01/5.01 confidence 0.9

First Eagle Alternative Capital BDC, Inc. underwent a change of control involving Crescent Capital BDC, Inc. for approximately (1) $8,649,179 in cash payable by CCAP, (2) 6,174,383 shares of CCAP common stock, and (3) $35 million in cash payable by CCAP Advisor (closed 2023-03-09).

Action: change of control
Counterparty: Crescent Capital BDC, Inc.
Consideration: approximately (1) $8,649,179 in cash payable by CCAP, (2) 6,174,383 shares of CCAP common stock, and (3) $35 million in cash payable by CCAP Advisor
Closing: 2023-03-09

Exact text from the filing

On March 9, 2023, Crescent Capital BDC, Inc., a Maryland corporation (“CCAP”) completed its previously announced acquisition of FCRD, pursuant to the Agreement and Plan of Merger (the “Merger Agreement”), dated as of October 3, 2022, by and among CCAP, FCRD, Echelon Acquisition Sub, Inc., a Delaware corporation and a direct wholly-owned subsidiary of CCAP (“Acquisition Sub”), Echelon Acquisition Sub LLC, a Delaware limited liability company and a direct wholly-owned subsidiary of CCAP (“Acquisition Sub 2”), and Crescent Cap Advisors, LLC, a Delaware limited liability company and the external investment adviser to CCAP (“CCAP Advisor”).

View on SEC.gov

Shareholder Votes SEC 8-K Item 5.07 confidence 0.9

First Eagle Alternative Capital BDC, Inc. shareholders approved To adopt the Merger Agreement and approve the transactions contemplated thereby, including the Mergers at the 2023-03-07 meeting.

Proposal: merger approval
Outcome: passed
Meeting: 2023-03-07

Exact text from the filing

Proposal 1. To adopt the Merger Agreement and approve the transactions contemplated thereby, including the Mergers (such proposal collectively, the “Merger Proposal”). Votes For Votes Against Abstentions 17,861,104 211,704 118,148

View on SEC.gov

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Source: SEC EDGAR

accession 0001193125-23-066471

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