Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or
Standard; Transfer of Listing.
On January 7, 2020, Alcentra Capital Corporation (the "Company" or "Alcentra
Capital") received a letter from the staff of the Listing Qualifications
Department of The Nasdaq Stock Market ("Nasdaq") notifying the Company that it
no longer complies with Nasdaq Listing Rules 5620(a) and 5810(c)(2)(G) for
continued listing of shares of the Company's common stock, par value $0.001 per
share ("Alcentra Capital Common Stock"), due to the Company's failure to hold an
annual meeting within 12 months of the end of the Company's fiscal year ended
December 31, 2018. As a result, as of January 7, 2020, the Company has 45
calendar days to submit a plan to Nasdaq to regain compliance. If Nasdaq accepts
the Company's plan, Nasdaq can grant an exception of up to 180 calendar days
from the fiscal year ended December 31, 2019, or until June 29, 2020, to allow
the Company to regain compliance.
The Company decided to postpone its 2019 annual meeting of stockholders in view
of the pending merger of the Company with and into Crescent Capital BDC, Inc.
("Crescent Capital BDC") pursuant to that certain Agreement and Plan of Merger,
dated as of August 12, 2019 (as amended on September 27, 2019, the "Merger
Agreement"), with Crescent Capital BDC and the other parties thereto, under
which Crescent Capital BDC (following its reincorporation by merger into the
State of Maryland) will acquire all of the outstanding shares of Alcentra
Capital Common Stock in a stock and cash transaction. Prior to the closing of
the transactions contemplated by the Merger Agreement, Crescent Capital BDC will
merge with and into a newly formed wholly owned subsidiary, Crescent
Reincorporation Sub, Inc., a Maryland corporation, with Crescent Reincorporation
Sub, Inc. surviving the merger as "Crescent Capital BDC, Inc." ("Crescent
Capital Maryland BDC"). Pursuant to the Merger Agreement, Atlantis Acquisition
Sub, Inc., a wholly owned subsidiary of Crescent Capital BDC, will merge with
and into the Company with the Company surviving as a wholly owned subsidiary of
Crescent Capital Maryland BDC (the "First Merger"). Immediately thereafter and
as a single integrated transaction, the Company will merge with and into
Crescent Capital Maryland BDC with Crescent Capital Maryland BDC continuing as
the surviving company (the "Second Merger," and together with the First Merger,
the "Mergers"). The Company's Board of Directors (the "Alcentra Capital Board"),
including each of its independent directors, and its Committee of Independent
Directors (the "Independent Director Committee"), have unanimously approved the
Merger Agreement and the transactions contemplated thereby.
Upon the completion of the Mergers, and subject to the terms and conditions of
the Merger Agreement, the Company's stockholders will be entitled to receive the
following consideration for each share of Alcentra Capital Common Stock owned
immediately prior to the effective time of the Transaction: (1) stock
consideration at the fixed exchange ratio of 0.4041 shares, par value $0.001 per
share, of Crescent Capital Maryland BDC's common stock (and, if applicable, cash
in lieu of fractional shares of Crescent Capital Maryland BDC's common stock);
(2) $3.1784 per share in cash (as may be adjusted pursuant to the Merger
Agreement), $1.6761 of which will be paid by Crescent Cap Advisors, LLC (f/k/a
CBDC Advisors, LLC) ("Crescent Cap Advisors"), the external investment adviser
of Crescent Capital BDC, and $1.5023 of which will be paid by 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 Alcentra Capital Common Stock)). After the completion of the
Mergers and the other transactions contemplated by the Merger Agreement
(collectively, the "Transactions"), Crescent Capital Maryland BDC will be
renamed "Crescent Capital BDC, Inc." and is expected to have its common stock
listed on Nasdaq under the symbol "CCAP."
As previously disclosed, the Alcentra Capital Board, led by the Independent
Director Committee, commenced a full review of strategic alternatives for the
Company starting in February 2019, and entered into discussions regarding a
potential strategic transaction with Crescent Capital Group LP ("CCG LP"), the
majority member of Crescent Cap Advisors, in March 2019. When negotiations
regarding the potential transaction with CCG LP or one of its affiliates first
commenced and at the time of the execution of the Merger Agreement in August
2019, the Company anticipated that the Transactions, including the ultimate
delisting of Alcentra Capital Common Stock from Nasdaq upon the consummation of
the Transactions, would be completed prior to December 31, 2019. Given this
expectation, the Company decided to postpone its 2019 annual meeting of
stockholders pending the consummation of the Transactions, with the plan to
schedule an annual meeting only if the Transactions were not consummated.
However, as a result of a number of factors, including the length of time of the
regulatory review of Crescent Capital Maryland BDC's registration statement on
N-14 (File No. 333-233995) (the "Registration Statement"), which includes
Crescent Capital BDC's and the Company's joint proxy statement on Schedule 14A
(the "Joint Proxy Statement"), by the Securities and Exchange Commission (the
"SEC"), the consummation of the Transactions could not be completed prior to
December 31, 2019 and instead is expected to be completed promptly following the
special meeting of the Company's stockholders scheduled to be held on January
29, 2020 to approve certain matters related to the Transactions (the "Special
Meeting").
If the Transactions are not consummated prior to February 21, 2020, the Company
intends to submit to Nasdaq, no later than February 21, 2020, a plan to regain
compliance with Nasdaq Listing Rules 5620(a) and 5810(c)(2)(G). There can be no
assurance that Nasdaq will accept the Company's plan to regain compliance or
that the Company will be able to achieve or maintain compliance with the Nasdaq
continued listing requirements.
The above summary of the Merger Agreement, including the Transactions
contemplated therein, is not intended to be complete. A more complete
description of the Transactions is set forth in the Joint Proxy Statement, as
subsequently amended or supplemented.
Item 8.01. Other Events.
The information contained in Item 3.01 of this current report
on Form 8-K is incorporated by reference in this Item 8.01.
Additional Information and Where to Find It
This communication relates to a proposed business combination involving Crescent
Capital BDC and Alcentra Capital, along with related proposals for which
stockholder approval will be sought (collectively, the "Proposals"). In
connection with the Proposals, Crescent Capital Maryland BDC, Alcentra Capital
and Crescent Capital BDC have filed relevant materials with the SEC, including
the Registration Statement filed with the SEC by Crescent Capital Maryland BDC
and the Joint Proxy Statement. The Registration Statement and Joint Proxy
Statement each contain important information about Alcentra Capital, Crescent
Capital BDC, the Transactions, the Proposals and related matters. INVESTORS AND
SECURITY HOLDERS OF CRESCENT CAPITAL BDC AND ALCENTRA CAPITAL ARE URGED TO READ
THE REGISTRATION STATEMENT AND THE JOINT 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 CAPITAL BDC, THE PROPOSED
TRANSACTIONS, THE PROPOSALS AND RELATED MATTERS. Investors and security holders
are able to obtain the Registration Statement, the Joint Proxy Statement and
other documents filed with the SEC by Crescent Capital Maryland BDC, Alcentra
Capital and Crescent Capital BDC, free of charge, from the SEC's web site
at www.sec.gov and from either Alcentra Capital's or Crescent Capital 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
Joint Proxy Statement and other documents filed with the SEC from Crescent
Capital BDC by contacting Crescent Capital BDC's Investor Relations Department
at investor.relations@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 Capital 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 Capital BDC stockholders in connection with the proposed
Transactions, and their direct or indirect interests, by security holdings or
otherwise, is set forth in the Joint Proxy Statement and Registration Statement
filed with the SEC. To the extent holdings of securities by any of Alcentra
Capital's or Crescent Capital BDC's directors or executive officers have changed
since the amounts disclosed in the Joint 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.
Cautionary Statement Regarding 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, including statements regarding the
proposed Transactions between Crescent Capital BDC and Alcentra Capital pursuant
to the Merger Agreement. All statements, other than historical facts, including
statements regarding the expected timing of the closing of the proposed
Transactions; the ability of the parties to complete the proposed Transactions
considering the various closing conditions; the expected benefits of the
proposed Transactions 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 Transactions; 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, 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 Alcentra Capital 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 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 Transactions, including as a result of delay in
completing the proposed Transactions or integrating the businesses of Crescent
Capital 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 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 Maryland BDC, Crescent Capital BDC and Alcentra Capital
have made or will make with the SEC in connection with the proposed Transactions
under the Merger Agreement, including the Registration Statement and the Joint
Proxy Statement.
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 Capital 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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