FIRST EAGLE ALTERNATIVE CAPITAL BDC, INC. Item 8.01. Other Events.
On
The Merger Agreement provides that (i) Acquisition Sub will merge with and into
FCRD (the "First Merger"), with FCRD continuing as the surviving company and as
a wholly owned subsidiary of CCAP (the "Surviving Company"), and
(ii) immediately after the effectiveness of the First Merger, the
As of the date of this Current Report on Form 8-K (the "Current Report"), five
stockholder demand letters, one of which included a draft complaint, have been
sent to FCRD and one complaint was filed in the
The Merger Litigation alleges breach of fiduciary duty claims against the Board
of Directors of FCRD (the "FCRD Board"), violations of sections 14(a) and 20(a)
of the Securities Exchange Act of 1934 against FCRD and the FCRD Board and/or
material omissions in the Proxy Statement (as defined below), in connection with
the solicitation of stockholder approval of the Mergers contemplated by the
Merger Agreement. The Merger Litigation alleges, among other things, a draft
proxy statement filed on
The defendants believe that FCRD has previously disclosed all material information required to be disclosed to ensure that the Proxy Statement as of the date of its filing is complete and correct such that its stockholders can make an informed vote at the Special Meeting (as defined below) and that the additional disclosures requested by the plaintiffs are immaterial. Accordingly, defendants believe these claims are without merit and intend to vigorously defend against them. However, in an attempt to reduce the costs, risks and uncertainties inherent in litigation and to maximize FCRD's net asset value at the time of the Mergers, FCRD has determined to voluntarily supplement the Proxy Statement as described in this Current Report. Nothing in this Current Report shall be deemed an admission of the legal necessity or materiality of any of these disclosures under applicable law. Rather, FCRD and the FCRD Board specifically deny all allegations in the Merger Litigation that any additional disclosure was or is required.
ON THE RECOMMENDATION OF A SPECIAL COMMITTEE OF THE FCRD BOARD, THE FCRD BOARD UNANIMOUSLY RECOMMENDS THAT FCRD STOCKHOLDERS VOTE "FOR" THE MERGER PROPOSAL AND, IF NECESSARY OR APPROPRIATE, "FOR" THE FCRD ADJOURNMENT PROPOSAL (EACH, AS DEFINED IN THE PROXY STATEMENT).
These supplemental disclosures will not affect the merger consideration to be
paid by CCAP and CCAP Advisor to FCRD stockholders in connection with the
Mergers or the timing of the special meeting of FCRD stockholders to be held
in-person on
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Supplemental Disclosures
The following disclosures supplement the disclosures contained in the Proxy Statement and should be read in conjunction with the disclosures contained in the Proxy Statement, which should be read carefully and in its entirety before authorizing a proxy to vote. All page references are to pages in the Proxy Statement, and terms used below have the meanings set forth in the Proxy Statement.
The second paragraph on page 47 is hereby supplemented as follows:
The form of NDA did not include "don't ask, don't waive" provisions.
The first paragraph on page 48 is hereby supplemented as follows:
The NDA each bidder entered into contained customary "standstill" and related provisions, and did not include "don't ask, don't waive" provisions.
The carryover paragraph from page 66 to page 67 and the subsequent table are hereby supplemented as follows:
The low and high price-to-NAV per share multiples for the selected companies were the multiples for Logan Ridge Finance Corporation and Gladstone Capital Corporation, respectively. The low and high price-to-LTM NII per share multiples for the selected companies were the multiples for Great Elm Capital Corp. and Gladstone Investment Corporation, respectively. The low and high price-to-calendar years 2022 and 2023 estimated EPS multiples for the selected companies were, for both calendar years, the multiples for Great Elm Capital Corp. and Gladstone Investment Corporation, respectively. The low, 25th percentile, median, average, 75th percentile and high multiples for the selected companies excluded the price-to-LTM NII per share multiple and price-to-calendar years 2022 and 2023 estimated EPS multiples for Logan Ridge Finance Corporation, which multiples were considered to be not meaningful because they were negative or greater than 40.0x.
The second paragraph and the subsequent table on page 68 are hereby supplemented as follows:
The low and high price-to-NAV per share multiples for the selected companies were the multiples for CION Investment Corporation and Sixth Street Specialty Lending, Inc., respectively. The low and high price-to-LTM NII per share multiples for the selected companies were the multiples for FS KKR Capital Corp. and Gladstone Investment Corporation, respectively. The low and high price-to-calendar years 2022 and 2023 estimated EPS multiples for the selected companies were, for both calendar years, the multiples for FS KKR Capital Corp. and Gladstone Investment Corporation, respectively.
The second paragraph and the subsequent table on page 69 are hereby supplemented as follows:
The low and high price-to-NAV per share multiples for the selected transactions
were the multiples for the Saratoga Investment Corp./
The following disclosure appears as the fourth sentence in the carryover paragraph from page 69 to page 70:
The range of discount rates of 13.0% to 15.0% assumed in this analysis was selected taking into account a capital asset pricing model implied cost of capital calculation.
The following disclosure appears as the fourth sentence in the second full paragraph on page 70:
The range of discount rates 10.5% to 12.5% assumed in this analysis was selected taking into account a capital asset pricing model implied cost of capital calculation.
Forward-Looking Statements
This document may contain 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 to identify forward-looking statements.
These forward-looking statements 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; (vii) risks related to diverting
management's attention from FCRD'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 our portfolio companies or the combined
company, (x) regulatory factors, (xi) changes in regional or national economic
conditions, including the impact of the COVID-19 pandemic, and their impact on
the industries in which we invest, and (xii) other changes in the conditions of
the industries in which we invest and other factors enumerated in our filings
with the
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reliance on such forward-looking statements, which speak only as of the date of this document. CCAP and FCRD undertake no obligation to update any forward-looking statements made herein, unless required by law. You should, therefore, not rely on these forward-looking statements as representing our views as of any date subsequent to the date of this document. You should read this communication and the documents referenced in this communication completely and with the understanding that actual future results may be materially different from expectations. CCAP and FCRD qualify all forward-looking statements by these cautionary statements.
Additional Information and Where to Find It
This communication relates to a proposed business combination involving CCAP and
FCRD, along with related proposals for which stockholder approval will be sought
(collectively, the "Proposals"). In connection with the Proposals, each of CCAP
and FCRD has filed relevant materials 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 Current Report is not, and under no circumstances is it to be construed as, a prospectus or an advertisement and the communication of this Current Report 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.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit
Number Description
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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