Item 8.01. Other Events.
On
The completion of the proposed transaction remains subject to the satisfaction of certain closing conditions, including the receipt of the requisite approval from FCRD stockholders. A copy of the joint press release is attached to this Current Report on Form 8-K (the "Current Report") as Exhibit 99.1 and is incorporated herein by reference.
* * *
Forward-Looking Statements
This communication contains forward-looking statements that involve substantial
risks and uncertainties, including statements regarding the completion of the
transaction between FCRD and CCAP. The use of words such as "anticipates,"
''believes," ''intends," ''plans," "expects," "projects," "estimates," ''will,"
''should," "may" and similar expressions identify any such forward-looking
statements. These forward-looking statements are not guarantees of future
performance and are subject to various risks and uncertainties. Certain factors
could cause actual results and conditions to differ materially from those
projected, including the uncertainties associated with (i) the timing or
likelihood of the transaction closing, (ii) the expected synergies and savings
associated with the transaction, (iii) the expected elimination of certain
expenses and costs due to the transaction, (iv) the percentage of FCRD
stockholders voting in favor of the transaction, (v) the possibility that
competing offers or acquisition proposals for FCRD will be made, (vi) the
possibility that any or all of the various conditions to the consummation of the
merger may not be satisfied or waived, including the failure to obtain FCRD
stockholder approval, (vii) risks related to diverting the respective
management's attention from FCRD's and CCAP's ongoing business operations,
(viii) the risk that stockholder litigation in connection with the transactions
contemplated by the merger agreement may result in significant costs of defense
and liability, (ix) the future operating results of FCRD's or CCAP's portfolio
companies or of the combined company, (x) regulatory factors, (xi) changes in
regional or national economic conditions, including but not limited to the
impact of the COVID-19 pandemic, and their impact on the industries in which
FCRD and CCAP invest, and (xii) other changes in the conditions of the
industries in which FCRD and CCAP invest and other factors enumerated in FCRD's
and CCAP's respective filings with the
Additional Information and Where to Find It
In connection with the proposed transaction, including seeking to obtain FCRD
stockholder approval in connection therewith, CCAP and FCRD have filed certain
materials with the
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matters. This communication is not a substitute for the Proxy
Statement/Prospectus or the Registration Statement to which it pertains or for
any other document that FCRD or CCAP may file with the
Participants in the Solicitation
This communication is not a solicitation of a proxy from any investor or
security holder. However, CCAP, FCRD, and their respective directors and
executive officers, other members of their management and employees, including
certain employees and officers of
No Offer or Solicitation
This communication is not, and under no circumstances is it to be construed as, a prospectus or an advertisement and the communication of this communication is not, and under no circumstances is it to be construed as, an offer to sell or a solicitation of an offer to purchase any securities in CCAP, FCRD or in any fund or other investment vehicle.
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Item 9.01. Financial Statements and Exhibits.
(d) Exhibits Exhibit Number Description 99.1 Joint Press Release, datedFebruary 23, 2023 104 Cover Page Interactive Data File (embedded within the Inline XBRL document). 3
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