cbdc-8k_20191008.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 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): October 8, 2019

_____________________

CRESCENT CAPITAL BDC, INC.
(Exact name of Registrant as Specified in Its Charter)

_____________________

DELAWARE
(State or Other Jurisdiction of Incorporation)

814-01132
(Commission File Number)

47-3162282
(IRS Employer Identification No.)

11100 SANTA MONICA BLVD., SUITE 2000, LOS ANGELES, CA90025
(Address of Principal Executive Offices)(Zip Code)

Registrant’s telephone number, including area code: (310) 235-5050


(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)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in 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.  

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

N/A

N/A

N/A

 

 


 

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On October 8, 2019, Mike Wilhelms notified Crescent Capital BDC, Inc. (the “Company”) that he was resigning from his current position as Chief Financial Officer of the Company, effective October 10, 2019, for personal reasons. Mr. Wilhelms’ resignation did not involve any disagreement with the Company with regard to its operations, policies or practices. To facilitate a smooth transition in management, Mr. Wilhelms agreed to continue as an advisor to the Company through February 29, 2020.

In connection with Mr. Wilhelms’ resignation, the Board of Directors of the Company has appointed Gerhard Lombard as the Company’s Chief Financial Officer, effective upon Mr. Wilhelms’ resignation on October 10, 2019. Mr. Lombard currently serves as Chief Financial Officer of Crescent Capital Group LP (“CCG LP”), the parent company of the Company’s investment adviser Crescent Cap Advisors, LLC. Mr. Lombard will remain CCG LP’s Chief Financial Officer while also serving as the Company’s Chief Financial Officer. Prior to joining CCG LP, Mr. Lombard served as Chief Financial Officer and Treasurer of Whitehorse Finance Inc., a publicly traded business development company that is managed by H.I.G. Capital. Prior to his time with H.I.G. Capital, Mr. Lombard was Group Controller and Chief Accounting Officer for Churchill Financial Group. Earlier in his career, Mr. Lombard spent approximately 11 years at Ernst & Young LLP, rising to the level of Senior Manager. He holds postgraduate degrees in Accounting and Finance from the University of Stellenbosch and the University of Natal both in South Africa.

Item 7.01. Regulation FD Disclosure.

On October 10, 2019, the Company issued a press release announcing the resignation of Mr. Wilhelms as the Company’s Chief Financial Officer and the appointment of Mr. Lombard as the Company’s Chief Financial Officer. A copy of the press release is included as Exhibit 99.2 to this Form 8-K.

The information furnished pursuant to this Item 7.01, including the related exhibit, shall not be deemed “filed” for purposes of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of such section, nor shall such information or exhibits be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing by the Company with the SEC.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits:

Exhibit No.

Description

99.2

Press release dated October 10, 2019

***********

 

 


 

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, Crescent Capital BDC, Inc. has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

 

 

 

 

 

CRESCENT CAPITAL BDC, INC.

 

 

 

 

Date: October 10, 2019

 

By:

/s/ George Hawley

 

 

 

Name:

George Hawley

 

 

Title:

Secretary

 

 

cbdc-ex992_6.htm

 

 

Exhibit 99.2

Crescent Capital BDC, Inc. Announces Chief Financial Officer Transition

 

Gerhard Lombard, Chief Financial Officer of Crescent Capital Group LP, also becomes

Chief Financial Officer of Crescent BDC

 

Los Angeles, CA, October 10, 2019 – Crescent Capital BDC, Inc. (“Crescent BDC” or the “Company”) today announced that the Company's Chief Financial Officer, Mike Wilhelms, is departing the Company for personal reasons. Crescent BDC's Board of Directors has appointed Gerhard Lombard, currently Chief Financial Officer of Crescent Capital Group LP (“Crescent Capital”), to succeed Mr. Wilhelms and serve as the Chief Financial Officer of Crescent BDC, effective immediately. Mr. Lombard will also remain Chief Financial Officer of Crescent Capital. To facilitate a smooth transition in management, Mr. Wilhelms will remain on as an advisor to Crescent BDC through February 29, 2020.

 

“Since joining our organization, Mike has played an integral role in our leadership team. I would like to thank him for his support and dedication over the past four years, and particularly, over the past several months, as we work to close our merger and list on the NASDAQ. We wish Mike all the best in his future endeavors,” commented Jason Breaux, Chief Executive Officer of Crescent BDC.  

 

Gerhard Lombard joined Crescent Capital in 2016 as its Chief Financial Officer. Prior to joining Crescent Capital, Mr. Lombard served as Chief Financial Officer and Treasurer of Whitehorse Finance Inc., a publicly traded business development company that is managed by H.I.G. Capital. Prior to his time with H.I.G. Capital, Mr. Lombard was Group Controller and Chief Accounting Officer for Churchill Financial Group. Earlier in his career, Mr. Lombard spent approximately 11 years at Ernst & Young LLP, rising to the level of Senior Manager. He holds postgraduate degrees in Accounting and Finance from the University of Stellenbosch and the University of Natal both located in South Africa.

 

“We are very pleased to welcome Gerhard to Crescent BDC, and I look forward to working closely with him in his new role,” said Jason Breaux. “Gerhard joins our team at an exceptional time in Crescent BDC's history, as we work toward our next phase of growth as a NASDAQ-listed company. His public markets' experience and institutional knowledge of Crescent will benefit our Company, and I am certain that Gerhard will bring the same level of excellence to our BDC's finance team that he has brought to Crescent Capital over the past three years.”

 

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 companies with sound business fundamentals and strong growth prospects. Crescent BDC utilizes the extensive experience, origination capabilities and disciplined investment process of Crescent Capital Group LP. Crescent BDC is externally managed by Crescent Cap Advisors, a subsidiary of Crescent Capital. Crescent BDC has elected to be regulated as a business development company under the Investment Company Act of 1940. For more information about Crescent BDC, visit https://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 Capital Group is headquartered in Los Angeles with offices in Boston, London, and New York. With more than 80 investment professionals and approximately 170 employees, the firm invests at all levels of the capital structure, with a significant focus on below investment grade credit through strategies that

1


 

 

Exhibit 99.2

invest in senior bank loans, high yield debt, mezzanine debt, distressed debt, and other private debt securities. As of June 30, 2019, Crescent Capital Group managed approximately $25 billion, with a relatively equal split between marketable securities and privately originated debt investments. For more information about Crescent Capital Group, visit https://www.crescentcap.com. However, the contents of such website are not and should not deemed to be incorporated by reference herein.

 

Forward-Looking Statements

Statements included herein may constitute “forward-looking” statements, which relate to future events or Crescent Capital BDC’s future performance or financial condition. 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. Crescent Capital BDC undertakes no duty to update any forward-looking statements made herein.  

 

Contact:

 

Investors/Media:

ADDO Investor Relations

Kimberly Esterkin / Andrew Greenebaum

kesterkin@addoir.com

310-829-5400

2