8-K
Crescent Capital BDC, Inc. (CCAP)
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): March 9, 2023
CRESCENT CAPITAL BDC, INC.
(Exact Name of Registrant as Specified in Its Charter)
| MARYLAND | 814-01132 | 47-3162282 |
|---|---|---|
| (State or Other Jurisdiction<br>of Incorporation) | (Commission<br>File Number) | (IRS Employer<br> <br>Identification No.) |
| 11100 SANTA MONICA BLVD., SUITE 2000, LOS ANGELES, CA | 90025 | |
| (Address of Principal Executive Offices) | (Zip Code) |
(310) 235-5900
(Registrant’s telephone number, including area code)
Not Applicable
(Former Name or Former Address, if changed since last report)
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 (see General Instruction A.2. below):
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
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Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading<br> <br>symbol(s) | Name of each exchange<br>on which registered |
|---|---|---|
| Common stock, par value $0.001 per share | CCAP | The NASDAQ Stock Market LLC |
| 5.00% Notes due 2026 | FCRX | The New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company ☒
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. ☐
| Item 1.01 | Entry Into A Material Definitive Agreement |
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The information in this Current Report on Form 8-K set forth under Item 2.03 is incorporated herein by reference into this Item 1.01.
| Item 2.01. | Completion of Acquisition or Disposition of Assets. |
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On March 9, 2023, Crescent Capital BDC, Inc, a Maryland corporation (“CCAP”) completed its previously announced acquisition of First Eagle Alternative Capital BDC, Inc., a Delaware corporation (“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”). Pursuant to the Merger Agreement, Acquisition Sub was merged with and into FCRD (the “First Merger”), with FCRD continuing as the surviving corporation and a direct wholly-owned subsidiary of CCAP. Immediately following the First Merger, FCRD was merged with and into Acquisition Sub 2 (the “Second Merger” and, together with the First Merger, the “Mergers”), with Acquisition Sub 2 continuing as the surviving entity (the “Surviving Company”). As a result of, and as of the effective time of, the Second Merger, FCRD’s separate corporate existence ceased.
In accordance with the terms of the Merger Agreement, at the effective time of the First Merger (the “Effective Time”), holders of shares of FCRD’s common stock, par value $0.001 per share (the “FCRD Common Stock”), issued and outstanding immediately prior to the Effective Time (excluding shares held by subsidiaries of FCRD or held, directly or indirectly, by CCAP or Acquisition Sub (“Cancelled Shares”)) had their shares of FCRD Common Stock converted to the right to receive, in the aggregate, approximately (1) $8,649,179 in cash payable by CCAP (the “Parent Cash Consideration”), (2) 6,174,383 validly issued, fully paid and non-assessable shares of CCAP’s common stock, par value $0.001 per share (the “Aggregate Share Consideration” and, together with the Parent Cash Consideration, the “CCAP Aggregate Merger Consideration”) and (3) $35 million in cash payable by CCAP Advisor (the “CCAP Advisor Cash Consideration”), subject to adjustments for cash payable in lieu of fractional shares.
With respect to the CCAP Aggregate Merger Consideration, record holders of shares of FCRD Common Stock were entitled, with respect to all or any portion of the shares of FCRD Common Stock held as of the Effective Time, to make an election to receive payment for their shares of FCRD Common Stock in cash (an “Election”), subject to the conditions of and certain adjustment mechanisms set forth in the Merger Agreement.
Any record holder of shares of FCRD Common Stock who did not validly make an Election was deemed to have elected to receive shares of CCAP’s common stock with respect to the CCAP Aggregate Merger Consideration as payment for their shares of FCRD Common Stock. Each share of FCRD Common Stock (other than a Cancelled Share) with respect to which an Election was effectively made, subject to the conditions and limitations set forth in the Merger Agreement, and not properly revoked or lost was treated as an “Electing Share” and each share of FCRD Common Stock (other than a Cancelled Share) with respect to which an Election was not properly made or such Election was properly revoked was treated as a “Non-Electing Share.”
Applying the adjustment mechanisms in the Merger Agreement among all stockholders who hold Electing Shares, pro rata based on the aggregate number of Electing Shares held by each such stockholder, each Electing Share was converted into the right to receive (1) with respect to its share of the CCAP Aggregate Merger Consideration, approximately $0.509 in cash and approximately 0.195 shares of CCAP’s common stock (subject to adjustments for cash payable in lieu of fractional shares) and (2) with respect to its share of the CCAP Advisor Cash Consideration, approximately $1.17 in cash. Each Non-Electing Share was converted into the right to receive (1) with respect to its share of the CCAP Aggregate Merger Consideration, approximately 0.2209 shares of the CCAP’s common stock and (2) with respect to its share of the CCAP Advisor Cash Consideration, approximately $1.17 in cash (subject to adjustments for cash payable in lieu of fractional shares).
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The foregoing description of the Mergers and the Merger Agreement is a summary only and is qualified in its entirety by reference to the full text of the Merger Agreement, a copy of which was filed by CCAP as Exhibit 2.1 to its Current Report on Form 8-K filed on October 4, 2022, and is incorporated herein by reference.
On March 9, 2023, CCAP and the Surviving Company entered into an Agreement and Plan of Merger (as amended, supplemented or otherwise modified to date, the “Third Merger Agreement”), pursuant to which, on March 9, 2023, immediately following the Second Merger, the Surviving Company merged with and into CCAP (the “Third Merger”), with CCAP continuing as the surviving entity.
| Item 2.03 | Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. |
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On March 9, 2023, CCAP entered into a fifth supplemental indenture (the “Fifth Supplemental Indenture”) by and between CCAP and U.S. Bank National Association, as trustee (the “Trustee”), effective as of the closing of the Third Merger. The Fifth Supplemental Indenture relates to CCAP’s assumption of $111.6 million in aggregate principal amount of FCRD’s 5.00% Notes due 2026 (the “Notes”).
Pursuant to the Fifth Supplemental Indenture, CCAP expressly assumed all the obligations of FCRD under the Notes and the indenture, dated as of November 18, 2014 (the “Base Indenture”), by and between FCRD and the Trustee, as amended and supplemented by the fourth supplemental indenture, dated as of May 25, 2021 (the “Fourth Supplemental Indenture”) (the Base Indenture, as amended and supplemented by the Fourth Supplemental Indenture, the “Original Indenture”), including the due and punctual payment of the principal of (and premium, if any) and interest, if any, on all the Notes and the performance of every covenant of the Original Indenture on the part of the FCRD to be performed or observed.
The Notes will mature on May 25, 2026. The Notes bear interest at a rate of 5.00% per year payable on March 30, June 30, September 30 and December 30 of each year. The Notes are direct unsecured obligations of CCAP.
The Notes may be redeemed in whole or in part at any time or from time to time at CCAP’s option on or after May 25, 2023, at a redemption price of 100% of the outstanding principal amount thereof plus accrued and unpaid interest payments otherwise payable for the then-current quarterly interest period accrued to but not including the date fixed for redemption.
The Original Indenture, as supplemented by the Fifth Supplemental Indenture (the “Indenture”), contains certain covenants including covenants requiring CCAP to comply with Section 18(a)(1)(A) as modified by Section 61(a) of the Investment Company Act of 1940, as amended (“the 1940 Act”), or any successor provisions, whether or not CCAP continues to be subject to such provisions of the 1940 Act, but giving effect, in either case, to any exemptive relief granted to CCAP by the U.S. Securities and Exchange Commission (the “SEC”), and to provide financial information to the holders of the Notes and the Trustee if CCAP should no longer be subject to the reporting requirements under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). These covenants are subject to important limitations and exceptions that are described in the Indenture.
The foregoing description of the Notes does not purport to be complete and is qualified in its entirety by reference to the form of Base Indenture, the Fourth Supplemental Indenture, providing for the issuance of the Notes, the form of Notes, and the Fifth Supplemental Indenture, relating to CCAP’s assumption of the Notes, copies of which are incorporated by reference as Exhibits 4.1 through 4.4 to this Current Report on Form 8-K, respectively, and are incorporated herein by reference.
| Item 7.01. | Regulation FD Disclosure. |
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On March 9, 2023, CCAP issued a press release announcing the completion of the transactions contemplated by the Merger Agreement and posted an investor presentation to its website. Copies of the press release and the investor presentation are furnished herewith as Exhibits 99.1 and 99.2, respectively. The information contained in this Item 7.01 of this Current Report on Form 8-K (including Exhibits 99.1 and 99.2) is furnished pursuant to Item 7.01 of Form 8-K and shall not be deemed “filed” for the purposes of Section 18 of the Exchange Act, or otherwise subject
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to the liabilities of that section, nor shall it be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended (the “Securities Act”), or under the Exchange Act, whether made before or after the date hereof, except as may be expressly set forth by specific reference in such filing to this Item 7.01 of this Current Report on Form 8-K.
| Item 9.01. | Financial Statements and Exhibits. |
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(a) Financial Statements of Businesses or Funds Acquired.
The information required by Item 9.01(a) of Form 8-K, including the financial statements required pursuant to Rule 6-11 of Regulation S-X, was previously included or incorporated by reference in CCAP’s prospectus dated January 20, 2023 (the “Prospectus”), as filed under the Securities Act with the SEC on January 20, 2023, and in Supplement No. 1 to the Prospectus, as filed with the SEC on March 7, 2023, and, pursuant to General Instruction B.3 of Form 8-K, is not included herein.
(d) Exhibits
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| CRESCENT CAPITAL BDC, INC. | ||
|---|---|---|
| Date: March 9, 2023 | By: | /s/ Gerhard Lombard |
| Name: | Gerhard Lombard | |
| Title: | Chief Financial Officer |
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EX-99.1
Exhibit 99.1
Crescent Capital BDC, Inc. Completes Merger with First Eagle Alternative Capital BDC, Inc.
LOS ANGELES, CA, March 9, 2023 — 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 McMahon
daniel.mcmahon@crescentcap.com
212-364-0149
EX-99.2
Strategic Acquisition of First Eagle Alternative Capital BDC, Inc. Supplemental Information March 2023 Exhibit 99.2
This presentation (the “Presentation”) has been prepared by Crescent Capital BDC, Inc. (together with its consolidated subsidiaries, “CCAP,” “Crescent BDC” or the “Company”) and may be used for informational purposes only. This Presentation contains summaries of certain financial and statistical information about the Company and should be viewed in conjunction with the Company’s most recent Quarterly Report on Form 10-Q and Annual Report on Form 10-K. The information contained herein may not be used, reproduced, referenced, quoted, linked by website, or distributed to others, in whole or in part, except as agreed in writing by the Company. This presentation may contain forward-looking statements that involve substantial risks and uncertainties. You can identify these statements by the use of forward-looking terminology such as “anticipates,” “believes,” “expects,” “intends,” “will,” “should,” “may,” “plans,” “continue,” “believes,” “seeks,” “estimates,” “would,” “could,” “targets,” “projects,” “outlook,” “strategy,” “potential,” “predicts” and variations of these words and similar expressions to identify forward-looking statements, although not all forward-looking statements include these words. You should read statements that contain these words carefully because they discuss plans, strategies, prospects and expectations concerning CCAP’s business, operating results, financial condition and other similar matters. We believe that it is important to communicate our future expectations to our investors. There may be events in the future, however, that we are not able to predict accurately or control. You should not place undue reliance on these forward-looking statements, which speak only as of the date on which we make them. These statements may not be relied upon as investment advice. Factors or events that could cause our actual results to differ, possibly materially from our expectations, include, but are not limited to, the risks, uncertainties and other factors we identify in the sections entitled “Risk Factors” and “Cautionary Statement Regarding Forward-Looking Statements” in filings we make with the Securities and Exchange Commission (the “SEC”), and it is not possible for us to predict or identify all of them. We undertake no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law. Other Important Information Any forecasts in this investor presentation are based upon CCAP’s opinion of the market at the date of preparation and are subject to change without notice and dependent upon many factors. Any prediction, projection or forecast, including any pro forma projection or forecast for the combined company following the closing of the Transaction, is not necessarily indicative of the future or likely performance. Investment involves risk. The value of any investments and any income generated may go down as well as up and is not guaranteed. Past performance is no indication of current or future performance. PAST PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE RESULTS. Any investment results, portfolio compositions and/or examples set forth in this document are provided for illustrative purposes only and are not indicative of any future investment results, future portfolio composition or investments. The composition, size of, and risks associated with an investment may differ substantially from any examples set forth in this document. No representation is made that an investment will be profitable or will not incur losses. Where appropriate, changes in the currency exchange rates may affect the value of investments. Prospective investors should read the relevant offering documents for the details and specific risk factors of any investment vehicle discussed in this investor presentation. Disclaimer and Note Regarding Forward-Looking Statements
CCAP’s Acquisition of FCRD Crescent Capital BDC, Inc. (“CCAP”) announced on March 9 that it had completed its acquisition of First Eagle Alternative Credit BDC, Inc. (“FCRD”) CCAP has worked closely with the FCRD team since the summer of 2022 to evaluate the benefits of the acquisition, perform a bottoms-up review of the FCRD portfolio and develop a rotation strategy post-closing CCAP continues to believe that the increased size and scale of the combined company will create numerous strategic and financial benefits to stockholders The expected benefits of the combination include: NII Accretion: Expect immediate adjusted net investment income accretion from improved economies of scale and elimination of duplicative public company and administrative expenses; Greater Market Presence and Capacity: Increased visibility to financial sponsors, management teams and intermediaries and ability to make larger commitments; Improved Portfolio Positioning: Increase in portfolio diversification with 200 portfolio companies on a combined basis while maintaining first lien senior secured focus with a predominately financial sponsor-backed portfolio; Financial Flexibility: Expect enhanced access to debt capital markets; and CCAP Share Liquidity: Post-closing trading liquidity profile expected to meaningfully increase CCAP’s average daily trading volume.
Pro Forma Combined Highlights
Pro Forma Combined Portfolio Metrics Fair Value $1,263 $338 $1,601 # of Unique Portfolio Companies 129 71 200 Median EBITDA(1) $39 $21 $33 % First Lien(2) 24% 51% 30% % Unitranche(2) 66% 35% 60% % Sponsor-Backed 99% 93% 97% % Floating Rate 99% 98% 99% Top 10 Investments 18% 23%(3) 15%(3) Weighted Avg. Net Leverage(1) 5.9x 4.3x 5.7x Weighted Avg. Interest Coverage(1) 1.9x 2.6x 2.0x % with Financial Covenants 68% 91% 72% Weighted Avg. Closing Loan-to-Value %(1) 40% 42% 41% Non-Cyclical Industries(4) 86% 73% 84% Non-Accrual & Restructured Loans(5) 1.2% 2.9% 1.5% CCAP FCRD Pro Forma Combined Combination results in significantly enhanced scale and diversification, while maintaining CCAP’s focus on constructing a primarily floating rate, sponsor-backed, senior secured first lien portfolio $ in millions; % of fair value (“FV”), unless otherwise noted Note: CCAP and FCRD information as of December 31, 2022. Metrics reflect latest available financial reporting through December 31, 2022, and are applicable to debt investments only, unless otherwise noted. Metrics not applicable to certain investments including Asset-Backed Loans (“ABL”), Annual Recurring Revenue (“ARR”) loans, and lender-controlled, sold or liquidated assets. As % of Total FV. The Logan JV, which is not included in the Top 10 Investments, represents 12% of FCRD FV and 3% of Pro Forma Combined FV. Designation of “non-cyclical” based on CCAP management’s general views on cyclicality. Management considers the following industries non-cyclical: business services; consumer services; sovereign & public finance; telecommunications; insurance; high tech industries; healthcare & pharmaceuticals; chemicals, plastics & rubber; media; and non-durable consumer goods. Management considers the following industries cyclical: automotive; banking; capital equipment; construction & building; containers, packaging & glass; durable consumer goods; environmental industries; finance; hotel, gaming & leisure; retail; and transportation. Restructured loans represent certain FCRD positions for which income was not being recognized as of December 31, 2022.
High Quality of Investment Income Total investment income is largely driven by recurring interest income Components of Total Investment Income (Q4 2022)(1) Based on as-reported total investment income for FCRD and CCAP for the three months ended December 31, 2022. $ in millions On a combined basis, interest income represented 89% of total investment income in Q4 2022, while PIK represented <2%. Interest income plus recurring dividends from the Logan JV represented 95% of total combined investment income in Q4 2022
Combination is expected to provide immediate NII accretion as a result of greater scale and anticipated operational synergies and the elimination of duplicative expenses Further incremental earnings upside potential as: (i) Crescent seeks to favorably resolve non-performing loans and reinvest proceeds into directly originated transactions; and (ii) the combined portfolio benefits from potential additional increases in rising base rates CCAP (12/31/22) PRO FORMA COMBINED EARNINGS (ESTIMATE)(1) Adjusted Net Investment Income Per Share = $0.49(2) Adjusted Net Investment Income Per Share = $0.52 $ in millions Accretive to CCAP’s Earnings Profile Based on CCAP’s and FCRD’s financial results for the quarter ended December 31, 2022, adjusted for the removal of estimated duplicative expenses. Future financial and operational results could differ as a result of a wide variety of factors as described in “Disclaimer and Note Regarding Forward-Looking Statements” on Page 2. Per share amount for pro forma combined adjusted net investment income estimate assumes 37.1 million CCAP shares outstanding. See page 14 for a description of this non-GAAP measure and a reconciliation from net investment income per share to Adjusted net investment income per share. Capital gains based incentive fees were excluded from the pro forma combined earnings estimate analysis.
M&A Track Record and Portfolio Rotation Strategy
CCAP has created value for stockholders through M&A, as evidenced by its acquisition of Alcentra Capital Corp. (“Alcentra”) in Q1 2020 Despite acquiring a portfolio with a higher concentration of second lien and equity investments, CCAP has accomplished the following: Grown NAV per share beyond pre-merger levels Generated consistent dividend coverage and returned excess earnings to stockholders via special dividends, resulting in a 28% total economic return to date(1) Largely rotated out of legacy non-income earning and non-accrual positions Through December 31, 2022, CCAP generated a 27% gross IRR on the Alcentra portfolio and realized 136% of its acquired cost basis, with $21.5 million of unrealized value remaining Non-Accruals as % of Cost Q4'19 Q1'20 Q2'20 Q3'20 Q4'20 Q1'21 Q2'21 Q3'21 Q4'21 Q1'22 Q2'22 Q3'22 Q4'22 1.9% 3.4% 3.9% 3.8% 1.7% 1.7% 1.7% 1.5% 1.6% 1.4% 1.3% 2.0% 2.0% NAV per Share Dividend Paid per Share CCAP Value Creation for Stockholders Through M&A Onset of COVID-19 Note: Past performance does not guarantee or indicate future results. Calculated as total dividends paid per share from Q1’20 to Q4’22, plus change in net asset value per share from Q4’19 to Q4’22, divided by Q4’19 net asset value per share.
FCRD Portfolio Evolution Based on CCAP investment team’s assessment of the FCRD investment portfolio as of December 31, 2022. As of December 31, 2022. CCAP acquired FCRD’s investment portfolio at fair value as determined at the time of closing, subject to the terms set forth in the definitive merger agreement in connection with the Transaction. “CCAP Core” consists of portfolio companies that have been deemed to have similar attributes to the majority of CCAP’s pre-close investment portfolio (first lien or unitranche, sponsor-backed and floating rate) and are expected to be held to sale or refinancing. Non-Core fair value of $24 million equates to approximately 1.5% of pro forma combined portfolio fair value as of December 31, 2022. FCRD FV of Investments ($mm) 100% Overlap w/ CCAP Core $217 FV as a % of Cost (2) 27% 99% 53% 70% Overlap w/ CCAP Core $56 Based on CCAP’s review of FCRD’s portfolio, there has been a significant rotation out of pre-2020 investments, resulting in a more diversified current portfolio that is largely aligned with CCAP's core strategy 1L / Unitranche Sponsor-Backed Floating Rate CCAP’s Assessment (1)
FV represents a 73% discount to cost (2) 100% pre-2020 investments 38% completed asset sale with deferred royalty payments 33% energy sector 20% consumer sector 9% fund investments 99% first lien investments (1) 100% floating rate 98% sponsor-backed $21mm median portfolio company EBITDA (2) 4.3x weighted average net leverage (2) 96% with financial covenants CCAP Rotation Strategy Hold to Maturity Refinancing / Sale Selective Rotation Investment Characteristics Realization Strategy Note: FCRD information as of December 31, 2022. Metrics reflect latest available financial reporting through December 31, 2022, and are applicable to debt investments only, unless otherwise noted. As % of Total FV. Metrics not applicable to certain investments including Asset-Backed Loans (“ABL”), Annual Recurring Revenue (“ARR”) loans. As of December 31, 2022. CCAP will acquire FCRD’s investment portfolio at fair value as determined at the time of closing, subject to the terms set forth in the definitive merger agreement in connection with the Transaction. Hold through Reinvestment Period with Option to Extend Recently converted majority of assets into a CLO structure in Apr-22 Diversified CLO with 122 underlying issuers CCAP’s rotation thesis for the FCRD portfolio is centered on a natural realization of core assets and the Logan JV while seeking to selectively rotate out of non-core assets in a more expedited fashion 99% first lien investments 100% floating rate $126mm median portfolio company EBITDA 4.9x weighted average net leverage
Core Portfolio Statistics Core Cash Flow Investments Other Core $257 (94%) $16 (6%) FV $mm (% of Core Assets) Median EBITDA ($mm) W.A. Net Leverage W.A. Interest Coverage % with Covenants % Non-Cyclical Industries (1) Comprised of three ABL loans (5.0% of Core Assets FV) and one ARR loan (0.7% of Core Assets FV) Note: FCRD information as of December 31, 2022. Metrics reflect latest available financial reporting through December 31, 2022, and are applicable to debt investments only, unless otherwise noted. Designation of “non-cyclical” based on CCAP management’s general views on cyclicality. Management considers the following industries non-cyclical: business services; consumer services; sovereign & public finance; telecommunications; insurance; high tech industries; healthcare & pharmaceuticals; chemicals, plastics & rubber; media; and non-durable consumer goods. Management considers the following industries cyclical: automotive; banking; capital equipment; construction & building; containers, packaging & glass; durable consumer goods; environmental industries; finance; hotel, gaming & leisure; retail; and transportation. Reflects underwriting figures at the time of FCRD’s investment. Total Core $273 (100%) CCAP performed a bottom-up analysis of each portfolio company's fundamental operating performance, capitalization and cyclical attributes
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Reconciliation of Adjusted Net Investment Income As of $ in millions, except per share data 12/31/2022 Net investment income $16.1 Capital gains based incentive fees (1.1) Adjusted net investment income $15.0 Per share: Net investment income $0.52 Capital gains based incentive fees (0.03) Adjusted net investment income $0.49 Note: On a supplemental basis, the Company is disclosing Adjusted net investment income and per share adjusted net investment income, each of which is a financial measure that is calculated and presented on a basis of methodology other than in accordance with U.S. GAAP (“non-GAAP”). Adjusted net investment income represents net investment income, excluding capital gains based incentive fees. The Company's management uses this non-GAAP financial measure internally to analyze and evaluate financial results and performance and believes that this non-GAAP financial measure is useful to investors as an additional tool to evaluate ongoing results and trends for the Company without giving effect to capital gains incentive fees. The Company’s investment advisory agreement provides that a capital gains based incentive fee is determined and paid annually with respect to realized capital gains (but not unrealized capital appreciation) to the extent such realized capital gains exceed realized capital losses and unrealized capital depreciation on a cumulative basis. The Company believes that Adjusted net investment income is a useful performance measure because it reflects the net investment income produced on the Company's investments during a period without giving effect to any changes in the value of such investments and any related capital gains incentive fees between periods. The presentation of Adjusted net investment income is not intended to be a substitute for financial results prepared in accordance with GAAP and should not be considered in isolation.