424B2
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Filed Pursuant to Rule 424(b)(2)
Registration No.: 333-255478

 

The information in this prospectus supplement is not complete and may be changed. This prospectus supplement is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

 

Subject to Completion

Preliminary Prospectus Supplement dated November 15, 2021

P R O S P E C T U S    S U P P L E M E N T

(To Prospectus dated August 6, 2021)

2,500,000 Shares

 

 

LOGO

Common Stock

 

 

We are offering for sale 2,500,000 shares of our common stock.

Crescent Capital BDC, Inc. is a business development company that seeks to provide capital solutions to middle market companies with sound business fundamentals. We seek to create a broad and diversified portfolio that generally includes senior secured first lien, unitranche, senior secured second lien and subordinated loans and minority equity securities of U.S. middle market companies. We may on occasion invest in larger or smaller companies. Our investments may include non-cash income features, including payment-in-kind interest and original issue discount. We may also invest in securities that are rated below investment grade (e.g., junk bonds) by rating agencies or that would be rated below investment grade if they were rated.

We are externally managed by our investment advisor, Crescent Cap Advisors, LLC, an investment advisor that is registered with the Securities and Exchange Commission under the Investment Advisers Act of 1940, as amended. CCAP Administration LLC provides certain administrative services and other services necessary for us to operate.

Our common stock is traded on The NASDAQ Global Market under the symbol “CCAP.” On November 12, 2021, the last reported sales price of our common stock on The NASDAQ Global Market was $20.79, per share. The net asset value per share of our common stock at September 30, 2021 (the last date prior to the date of this prospectus on which we determined net asset value) was $21.16.

Investing in our common stock involves risks. Before making a decision to invest in our common stock, you should carefully consider the matters discussed under “Risk Factors” beginning on page 15 of the accompanying prospectus and the matters discussed in the documents incorporated or deemed to be incorporated by reference in this prospectus supplement and the accompanying prospectus.

This prospectus supplement and the accompanying prospectus concisely provide important information about us that you should know before investing in our common stock. We may also authorize one or more free writing prospectuses to be provided to you in connection with this offering (such free writing prospectus and this prospectus supplement collectively referred to hereinafter as the “prospectus supplement”). Please read this prospectus supplement and the accompanying prospectus, and the documents incorporated by reference, before you invest and keep them for future reference. We file annual, quarterly and current reports, proxy statements and other information with the Securities and Exchange Commission (the “SEC”). This information is available free of charge by calling us collect at (310) 235-5900, by sending an e-mail to us at investor.relations@crescentcap.com or on our website at https://www.crescentbdc.com. The SEC also maintains a website at www.sec.gov that contains such information. The information on the websites referred to herein is not incorporated by reference into this prospectus supplement or the accompanying prospectus.

Neither the SEC nor any state securities commission has approved or disapproved of these securities or determined if this prospectus supplement or the accompanying prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

 

 

 

    

Per Share

    

Total

 

Public offering price

   $        $    

Underwriting discounts and commissions (sales load)(1)

   $      $  

Additional supplemental payment to the underwriters by Crescent Cap Advisors, LLC(2)

   $        $    

Proceeds to Crescent Capital BDC, Inc. (before estimated expenses of $500,000)

   $        $    

 

(1)

Crescent Cap Advisors, LLC has agreed to pay all of the underwriting commissions to the underwriters of approximately $            million, or $             per share (or approximately $            million, or $            per share if the option to purchase additional shares is fully exercised) in connection with this offering, which amount is not reflected in the above table. All other expenses of the offering will be borne by us.

 

(2)

Crescent Cap Advisors, LLC has agreed to pay the underwriters an additional supplemental payment of approximately $            million, or $             per share (or approximately $            million, or $            per share if the option to purchase additional shares is fully exercised), which reflects the difference between the offering price and the proceeds per share received by us in this offering.

The underwriters may also purchase up to an additional 375,000 shares from us at the public offering price, within 30 days from the date of this prospectus supplement. If the underwriters exercise this option in full, the total public offering price will be approximately $            million, the underwriting commissions (sales load) paid by Crescent Cap Advisors, LLC will be approximately $            million, the additional supplemental payment to the underwriters paid by Crescent Cap Advisors, LLC will be approximately $            million and our total proceeds, before estimated expenses, will be approximately $            million.

The shares will be ready for delivery on or about                 , 2021.

 

 

 

BofA Securities   Wells Fargo Securities   Morgan Stanley   Keefe, Bruyette & Woods
      A Stifel Company

 

RBC Capital Markets
Co-Managers
Oppenheimer & Co.   SMBC Nikko

 

 

The date of this prospectus supplement is November     , 2021.


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You should rely only on the information contained in this prospectus supplement and the accompanying prospectus, the documents incorporated by reference in this prospectus supplement and the accompanying prospectus, or any other information to which we have referred you. We have not, and the underwriters have not, authorized any other person to provide you with different information. If anyone provides you with different or inconsistent information, you should not rely on it. We are not, and the underwriters are not, making an offer to sell these securities in any jurisdiction where the offer or sale is not permitted. You should assume that the information appearing in this prospectus supplement and the accompanying prospectus is accurate only as of the date on the front cover of this prospectus supplement or the accompanying prospectus, as applicable. Our business, financial condition, results of operations and prospects may have changed since that date. This prospectus supplement may add, update or change information contained in the accompanying prospectus. If information in this prospectus supplement is inconsistent with the accompanying prospectus, this prospectus supplement will apply and will supersede that information in the accompanying prospectus.

Prospectus Supplement

TABLE OF CONTENTS

 

     Page  

Forward-Looking Statements

     S-1  

The Company

     S-3  

Fees and Expenses

     S-6  

Selected Financials

     S-9  

Use of Proceeds

     S-11  

Capitalization

     S-12  

Price Range of Common Stock and Distributions

     S-13  

Underwriting

     S-14  

Legal Matters

     S-20  

Incorporation by Reference

     S-21  

Prospectus

TABLE OF CONTENTS

 

     Page  

Prospectus Summary

     1  

The Company

     1  

Offerings

     7  

Fees and Expenses

     10  

Financial Highlights

     13  

Risk Factors

     15  

Forward-Looking Statements

     19  

Use of Proceeds

     21  

Price Range of Common Stock and Distributions

     22  

Senior Securities

     24  

Portfolio Companies

     26  

Control Persons and Principal Stockholders

     46  

Determination of Net Asset Value

     48  

Certain Material U.S. Federal Income Tax Considerations

     50  

Description of Securities

     59  

Description of Our Preferred Stock

     67  

Description of Our Subscription Rights

     68  

Description of Our Warrants

     70  

Description of Our Debt Securities

     71  

Description of Our Units

     83  

 

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     Page  

Sales of Common Stock Below Net Asset Value

     84  

Regulation

     89  

Custodian, Transfer and Dividend Paying Agent and Registrar

     94  

Brokerage Allocation and Other Practices

     94  

Plan of Distribution

     94  

Legal Matters

     96  

Independent Registered Public Accounting Firm

     96  

Available Information

     97  

Incorporation of Certain Information By Reference

     97  

 

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FORWARD-LOOKING STATEMENTS

Some of the statements included or incorporated by reference in this prospectus supplement and the accompanying prospectus constitute forward-looking statements, which relate to future events or our future performance or financial condition. The forward-looking statements contained in this prospectus supplement and the accompanying prospectus, including the documents we incorporate by reference herein and therein, involve a number of risks and uncertainties, including statements concerning:

 

   

uncertainty surrounding the financial stability of the United States, Europe and China;

 

   

the ability of our investment adviser to locate suitable investments for us and to monitor and administer our investments;

 

   

potential fluctuation in quarterly operating results;

 

   

potential impact of economic recessions or downturns;

 

   

adverse developments in the credit markets;

 

   

regulations governing our operation as a business development company;

 

   

operation in a highly competitive market for investment opportunities;

 

   

changes in interest rates may affect our cost of capital and net investment income;

 

   

the impact of changes in the London Interbank Offered Rate (“LIBOR”) on our operating results;

 

   

financing investments with borrowed money;

 

   

potential adverse effects of price declines and illiquidity in the corporate debt markets;

 

   

the impact of COVID-19 on our portfolio companies and the markets in which they operate, interest rates and the economy in general;

 

   

lack of liquidity in investments;

 

   

the outcome and impact of any litigation;

 

   

the timing, form and amount of any dividend distributions;

 

   

risks regarding distributions;

 

   

potential adverse effects of new or modified laws and regulations;

 

   

the social, geopolitical, financial, trade and legal implications of Brexit;

 

   

potential resignation of the Advisor and or the Administrator;

 

   

uncertainty as to the value of certain portfolio investments;

 

   

defaults by portfolio companies;

 

   

our ability to successfully complete and integrate any acquisitions;

 

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risks associated with original issue discount (“OID”) and payment-in-kind (“PIK”) interest income; and

 

   

the market price of our common stock may fluctuate significantly.

We use words such as “anticipates,” “believes,” “expects,” “intends,” “will,” “should,” “may” and similar expressions to identify forward-looking statements, although not all forward-looking statements include these words. Our actual results and condition could differ materially from those implied or expressed in the forward-looking statements for any reason, including the factors set forth in “Risk Factors” in the accompanying prospectus and the other information included in this prospectus supplement and the accompanying prospectus, including the documents we incorporate by reference herein and therein.

You should not place undue reliance on these forward-looking statements, which are based on information available to us as of the date of this prospectus supplement or the accompanying prospectus, as applicable, including any documents incorporated by reference. Except as required by the federal securities laws, we undertake no obligation to revise or update any forward-looking statements, whether as a result of new information, future events or otherwise.

 

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THE COMPANY

This summary highlights some of the information contained elsewhere in this prospectus supplement and the accompanying prospectus. It is not complete and may not contain all of the information that you may want to consider. You should read carefully the more detailed information set forth under “Risk Factors” in the accompanying prospectus and the other information included or incorporated by reference in this prospectus supplement and the accompanying prospectus. Except where the context suggests otherwise, the terms “CCAP,” “Crescent Capital,” “we,” “us,” “our,” and “the Company” refer to Crescent Capital BDC, Inc. The term “Advisor” refers to Crescent Cap Advisors, LLC, a Delaware limited liability company. The term “Administrator” refers to CCAP Administration LLC, a Delaware limited liability company. The term “Crescent” refers to Crescent Capital Group LP and its controlled affiliates.

Overview

We are a specialty finance company focused on lending to middle-market companies and were incorporated under the laws of the State of Delaware on February 5, 2015 (the “Inception”). On January 30, 2020, we changed our state of incorporation from the State of Delaware to the State of Maryland. On January 31, 2020, the Company completed a transaction to acquire Alcentra Capital Corporation in a cash and stock transaction (the “Alcentra Acquisition”). The Company was listed and began trading on the NASDAQ stock exchange on February 3, 2020.

We have elected to be treated as a business development company (“BDC”) under the Investment Company Act of 1940, as amended (the “1940 Act”). In addition, we have elected to be treated for U.S. federal income tax purposes as a regulated investment company (a “RIC”) under Subchapter M of the Internal Revenue Code of 1986, as amended (the “Code”). As such, we are required to comply with various regulatory requirements, such as the requirement to invest at least 70% of our assets in “qualifying assets,” source of income limitations, asset diversification requirements, and the requirement to distribute annually at least 90% of our taxable income and tax-exempt interest.

We are managed by our investment advisor, Crescent Cap Advisors, LLC (the “Advisor”), an investment advisor that is registered with the SEC under the Investment Advisers Act of 1940, as amended (the “Advisers Act”). An affiliate of our Advisor, CCAP Administration LLC (the “Administrator”) provides the administrative services necessary for us to operate. Our management consists of investment and administrative professionals from the Advisor and Administrator along with our Board of Directors (the “Board”). The Advisor directs and executes our investment operations and capital raising activities subject to oversight from the Board, which sets our broad policies. The Board has delegated investment management of our investment assets to the Advisor. The Board consists of five directors, four of whom are independent.

Our primary investment objective is to maximize the total return to our stockholders in the form of current income and capital appreciation through debt and related equity investments. We seek to achieve our investment objectives by investing primarily in secured debt (including senior secured first lien, unitranche and senior secured second-lien debt) and unsecured debt (including senior unsecured, mezzanine and subordinated debt), as well as related equity securities of private U.S. middle-market companies. We may purchase interests in loans or make debt investments, either (i) directly from our target companies as primary market or private credit investments (i.e., private credit transactions), or (ii) primary or secondary market bank loan or high yield transactions in the broadly syndicated “over-the-counter” market (i.e., broadly syndicated loans and bonds). Although our focus is to invest in less liquid private credit transactions, we may from time to time invest in more liquid broadly syndicated loans and bonds to complement our private credit transactions.


 

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Our investment objective is accomplished through:

 

   

accessing the origination channels that have been developed and established by Crescent;

 

   

originating investments in what we believe to be middle-market companies with strong business fundamentals, generally controlled by private equity investors that require capital for growth, acquisitions, recapitalizations, refinancings and leveraged buyouts;

 

   

applying Crescent’s underwriting standards; and

 

   

leveraging Crescent’s experience and resources to monitor our investments.

Our investment philosophy emphasizes capital preservation through credit selection and risk mitigation. We expect our targeted portfolio to provide downside protection through conservative cash flow and asset coverage requirements, priority in the capital structure and information requirements.

As a BDC under the 1940 Act and a RIC under the Code, our portfolio is subject to diversification and other requirements. See “Certain U.S. Federal Income Tax Consequences” in our most recent Annual Report on Form 10-K and “Certain U.S. Federal Income Tax Consequences” in the accompanying prospectus.

We may borrow money from time to time within the levels permitted by the 1940 Act (up to 150% of asset coverage requirement). In determining whether to borrow money, we analyze the maturity, covenant package and rate structure of the proposed borrowings as well as the risks of such borrowings compared to our investment outlook. The use of borrowed funds or the proceeds of preferred stock offerings to make investments has its own specific set of benefits and risks, and all of the costs of borrowing funds or issuing preferred stock would be borne by holders of our common stock. See “Item 1A. Risk Factors—Risks Relating to Our Business and Structure—We are subject to risks associated with the current interest rate environment, and to the extent we use debt to finance our investments, changes in interest rates may affect our cost of capital and net investment income. Further, changes in LIBOR or its discontinuation may adversely affect the value of LIBOR-indexed securities, loans, and other financial obligations or extensions of credit in our portfolio” in the accompanying prospectus.

The Investment Advisor

The Advisor, a Delaware limited liability company and an affiliate of Crescent, acts as our investment adviser. The Advisor is a registered investment adviser under the Advisers Act. Our investment activities are managed by the Advisor, which is responsible for originating prospective investments, conducting research and due diligence investigations on potential investments, analyzing investment opportunities, negotiating and structuring our investments and monitoring our investments and portfolio companies on an ongoing basis. The Advisor has entered into a Resource Sharing Agreement (the “Resource Sharing Agreement”) with Crescent, pursuant to which Crescent provides the Advisor with experienced investment professionals (including the members of the Advisor’s investment committee) and access to Crescent’s resources so as to enable the Advisor to fulfill its obligations under the Investment Advisory Agreement. Through the Resource Sharing Agreement, the Advisor capitalizes on the deal origination, credit underwriting, due diligence, investment structuring, execution, portfolio management and monitoring experience of Crescent’s investment professionals.

About Crescent

Crescent Capital Corporation, a predecessor to the business of Crescent, was formed in 1991 by Mark Attanasio and Jean-Marc Chapus as an asset management firm specializing in below-investment grade debt securities. In


 

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1995, Crescent Capital Corporation was acquired by The TCW Group, Inc. (“TCW”) and rebranded as TCW’s Leveraged Finance Group. On January 1, 2011, Messrs. Attanasio and Chapus, along with the entire investment team, spun out of TCW and formed Crescent, an employee-owned, registered investment adviser. With its headquarters in Los Angeles, Crescent has over 180 employees based in four offices in the U.S. and Europe. Messrs. Attanasio and Chapus head Crescent’s management committee, which oversees all of Crescent’s operations. On January 5, 2021, Sun Life Financial Inc. (together with its subsidiaries and joint ventures, “Sun Life”) acquired a majority interest in Crescent (the “Sun Life Transaction”). There were no changes to our investment objective, strategies and process or to the Crescent team responsible for the investment operations as a result of the Sun Life Transaction.

Corporate Information

Our administrative and principal executive offices are located at 11100 Santa Monica Blvd., Suite 2000, Los Angeles, California 90025, telephone number (310) 235-5900.

Recent Developments

On October 27, 2021, we entered into a senior secured revolving credit agreement (the “SMBC Corporate Revolving Facility”) with Sumitomo Mitsui Banking Corporation, as Administrative Agent, Collateral Agent and Lender and concurrently terminated our $200.0 million corporate revolving facility with Ally Bank (the “Corporate Revolving Facility”). The maximum principal amount of the SMBC Corporate Revolving Facility is $300.0 million, subject to availability under the borrowing base. Borrowings under the SMBC Corporate Revolving Facility bear interest at LIBOR plus 1.875% or 2.000%, subject to certain provisions in the SMBC Corporate Revolving Facility agreement, with no LIBOR floor. Any amounts borrowed under the SMBC Corporate Revolving Facility, and all accrued and unpaid interest, will be due and payable, on October 27, 2026.

On November 5, 2021, our Board of Directors declared the following cash dividends:

 

Cash Dividend Type

   Record Date    Payment Date    Amount
Per
Share
 

Regular

   December 31, 2021    January 17, 2022    $ 0.41  

Special

   December 3, 2021    December 15, 2021    $ 0.05  

Special

   March 4, 2022    March 15, 2022    $ 0.05  

Special

   June 3, 2022    June 15, 2022    $ 0.05  

Special

   September 2, 2022    September 15, 2022    $ 0.05  

 

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FEES AND EXPENSES

The following table is intended to assist you in understanding the costs and expenses that an investor in our common stock will bear, directly or indirectly, based on the assumptions set forth below. We caution you that some of the percentages indicated in the table below are estimates and may vary. Except where the context suggests otherwise, whenever this prospectus supplement or the accompanying prospectus contains a reference to our fees or expenses, we will pay such fees and expenses out of our net assets and, consequently, stockholders will indirectly bear such fees or expenses as investors in Crescent Capital.

 

Stockholder transaction expenses (as a percentage of offering price):

  

Sales load

          (1) 

Offering expenses

          (2) 

Dividend reinvestment plan expenses

    
Variable Transaction
Fees
 
(3) 
  

 

 

 

Total stockholder transaction expenses paid

  
  

 

 

 

Annual expenses (as a percentage of consolidated net assets attributable to common stock)(4):

  

Base management fees

     2.30 %(5) 

Incentive fees payable under Investment Advisory Agreement

     1.72 %(6) 

Interest payments on borrowed funds

     3.11 %(7) 

Other expenses

     0.90 %(8) 

Acquired fund fees and expenses

     0.44 %(9) 
  

 

 

 

Total annual expenses

     8.47 %(10) 
  

 

 

 

 

(1)

The underwriting discounts and commissions with respect to the shares sold in this offering, which is a one-time fee, is the only sales load paid in connection with this offering. Crescent Cap Advisors, LLC has agreed to pay all of the underwriting commissions to the underwriters of approximately $                million, or $                per share (or approximately $                million, or $                per share if the option to purchase additional shares is fully exercised) in connection with this offering, which amount is not reflected in the above table..

 

(2)

Amount reflects estimated offering expenses of approximately $500,000 based on the 2,500,000 shares offered in this offering (assuming that the underwriters do not exercise their option to purchase additional shares).

 

(3)

The expenses of the dividend reinvestment plan are included in “Other expenses.” The plan administrator’s fees under the plan are paid by us. If a participant elects by notice to the plan administrator in advance of termination to have the plan administrator sell part or all of the shares held by the plan administrator in the participant’s account and remit the proceeds to the participant, the plan administrator is authorized to deduct a transaction fee of up to $15.00 plus a $0.10 per share fee from the proceeds. See “Dividend Reinvestment Plan” in the accompanying prospectus for more information.

 

(4)

The “consolidated net assets attributable to common stock” used to calculate the percentages in this table is our average net assets of $585,720,000 for the nine months ended September 30, 2021.

 

(5)

The base management fee referenced in the table above is estimated by annualizing the actual base management fees incurred during the nine months ended September 30, 2021. The base management fee under the Amended and Restated Investment Advisory Agreement, dated as of January 5, 2021, by and between us and the Advisor (the “Investment Advisory Agreement”) is calculated and payable quarterly in arrears at an annual rate of 1.25% of our average gross assets, including assets purchased with borrowed funds or other forms of leverage, but, excluding cash and cash equivalents, investment in Great American Capital Partners II LP (“GACP II”) and WhiteHawk III Onshore Fund LP (“Whitehawk”) and adjusted for

 

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  share issuances or repurchases. For more detailed information about the base management fee and the Investment Advisory Agreement, please see Note 3 to our consolidated financial statements for the quarter ended September 30, 2021.

 

(6)

The incentive fee referenced in the table above is estimated by annualizing the actual income fees incurred during the nine months ended September 30, 2021.

The incentive fee consists of two parts, one based on income and the other based on capital gains, that are determined independent of each other, with the result that one component may be payable even if the other is not:

 

   

The first part, the “Income Incentive Fee,” is calculated and payable quarterly in arrears and equals 100% of the pre-incentive fee net investment income for the immediately preceding calendar quarter, if any, that exceeds a preferred return of 1.75% per quarter (7% annualized) (the “Hurdle”), but is less than or equal to 2.1212% in the calendar quarter; and 17.5% of the amount of pre-incentive fee net investment income, if any, that exceeds 2.1212% in the calendar quarter provided, however, that the Advisor has agreed to waive the Income Incentive Fee from February 1, 2020 through July 31, 2021. The Advisor has notified the Company that, upon expiration of the current fee waivers on July 31, 2021, it intends to voluntarily waive income incentive fees to the extent net investment income falls short of the declared dividend on a full dollar basis through December 31, 2022. The Advisor has also voluntarily waived its right to receive the income incentive fees attributable to the investment income accrued by the Company as a result of its investments in GACP II and WhiteHawk III Onshore Fund LP.

 

   

The second part, the capital gains incentive fee, is determined and payable in arrears as of the end of each fiscal year at a rate of 17.5% of our realized capital gains, if any, on a cumulative basis from the Inception through the end of the fiscal year, computed net of all realized capital losses and unrealized capital depreciation on a cumulative basis, less the aggregate amount of any previously paid capital gain incentive fees.

For more detailed information about the incentive fee, please see Note 3 to our consolidated financial statements for the quarter ended September 30, 2021.

 

(7)

Interest payments on borrowed funds referenced in the table above are estimated by annualizing the actual amounts incurred during the nine month ended September 30, 2021 adjusted to remove a one-time acceleration of deferred financing costs.

At September 30, 2021, the weighted average effective interest rate for total debt outstanding was 3.32%. We may borrow funds from time to time to make investments to the extent we determine that the economic situation is conducive to doing so. Our stockholders indirectly bear the costs of borrowings under any debt instruments that we may enter into.

 

(8)

Other expenses referenced in the table above are estimated by annualizing the actual amounts incurred during the nine months ended September 30, 2021.

Other expenses include various overhead expenses, professional fees, director fees, and payments under the Amended and Restated Administration Agreement. See “Corporate Governance-Certain Relationships and Related Party Transactions-Administration Agreements” in our most recent Annual Report on Form 10-K.

 

(9)

Our stockholders indirectly bear the expenses of underlying funds or other investment vehicles in which we invest that (1) are investment companies or (2) would be investment companies under Section 3(a) of the 1940 Act but for the exceptions to that definition provided for in Sections 3(c)(1) and 3(c)(7) of the 1940 Act.

 

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(10)

“Total annual expenses” as a percentage of consolidated net assets attributable to common stock are higher than the total annual expenses percentage would be for a company that is not leveraged. We borrow money to leverage and increase our total assets. The SEC requires that the “Total annual expenses” percentage be calculated as a percentage of net assets (defined as total assets less indebtedness and before taking into account any income based fees or capital gains incentive fees accrued during the period), rather than the total assets, including assets that have been funded with borrowed monies.

Example

The following example demonstrates the projected dollar amount of total cumulative expenses over various periods with respect to a hypothetical investment in our common stock, assuming asset coverage ratio of 205% (Corporation’s actual asset coverage as of September 30, 2021) and total annual expenses of 8.47% of net assets attributable to common stock as set forth in the fees and expenses table above, and (x) a 5.0% annual return resulting entirely from net realized capital gains (none of which is subject to the incentive fee) and (y) a 5.0% annual return resulting entirely from net realized capital gains (all of which is subject to the incentive fee based on capital gains). Transaction expenses are included in the following example. This example and the expenses in the table above should not be considered a representation of our future expenses, and actual expenses (including cost of debt, if any, and other expenses) may be greater or less than those shown.

 

     1 year      3 years      5 years      10 years  

You would pay the following expenses on a $1,000 common stock investment, assuming a 5% annual return (none of which is subject to the capital gains incentive fee)(1)

   $ 89      $ 257      $ 411      $ 749  

You would pay the following expenses on a $1,000 common stock investment, assuming a 5% annual return resulting entirely from net realized capital gains (all of which is subject to the capital gains incentive fee)(2)

   $ 98      $ 279      $ 444      $ 792  

 

(1)

Assumes that we will not realize any capital gains computed net of all realized capital losses and unrealized capital depreciation.

 

(2)

Assumes no unrealized capital depreciation and a 5% annual return resulting entirely from net realized capital gains and therefore subject to the incentive fee based on capital gains. Because our investment strategy involves investments that generate primarily current income, we believe that a 5% annual return resulting entirely from net realized capital gains is unlikely.

The foregoing table is to assist you in understanding the various costs and expenses that an investor in our common stock will bear directly or indirectly. While the example assumes, as required by the SEC, a 5% annual return, our performance will vary and may result in a return greater or less than 5%. Because the income portion of the incentive fee under the Investment Advisory Agreement is unlikely to be significant assuming a 5% annual return, the second example assumes that the 5% annual return will be generated entirely through net realized capital gains and, as a result, will trigger the payment of the capital gains portion of the incentive fee under the Investment Advisory Agreement. The income portion of the incentive fee under the Investment Advisory Agreement, assuming a 5% annual return, would either not be payable or have an immaterial impact on the expense amounts shown above, is not included in the example. If we achieve sufficient returns on our investments, including through net realized capital gains, to trigger an incentive fee of a material amount, our expenses and returns to our investors, would be higher. In addition, while the example assumes reinvestment of all dividends and distributions at net asset value, under certain circumstances, reinvestment of dividends and other distributions under our dividend reinvestment plan may occur at a price per share that differs from net asset value.

This example and the expenses in the table above should not be considered a representation of our future expenses as actual expenses (including the cost of debt, if any, and other expenses) that we may incur in the future and such actual expenses may be greater or less than those shown.

 

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SELECTED FINANCIALS

The following table of financial highlights is intended to help a prospective investor understand the Company’s financial performance for the periods shown. The financial data set forth in the following table as of and for the years ended December 31, 2020 and 2019 are derived from our consolidated financial statements, which have been audited by Ernst & Young LLP, an independent registered public accounting firm whose reports thereon are incorporated by reference in this prospectus, certain documents incorporated by reference in this prospectus supplement or the accompanying prospectus or our Annual Reports on Form 10-K filed with the SEC, which may be obtained from www.sec.gov or upon request. The financial data set forth in the following table as of and for the nine months ended September 30, 2021 and 2020 are derived from our unaudited financial statements, but in the opinion of management, reflects all adjustments (consisting only of normal recurring adjustments) that are necessary to present fairly the results of such interim period. Interim results as of and for the nine months ended September 30, 2021 are not necessarily indicative of the results that may be expected for the year ending December 31, 2021. You should read these financial highlights in conjunction with our consolidated financial statements and notes thereto and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included in the accompanying prospectus, any documents incorporated by reference in this prospectus supplement or the accompanying prospectus or our Annual Reports on Form 10-K filed with the SEC.

 

     For the nine
months ended
September 30,
2021
    For the nine
months ended
September 30,
2020
    For the year
ended
December 31,
2020
    For the year
ended
December 31,
2019
 

Per Share Data:

        

Net asset value, beginning of period

   $ 19.88     $ 19.50     $ 19.50     $ 19.43  

Net investment income after tax

     1.25       1.33       1.80       1.83  

Net realized and unrealized gains (losses) on investments and forward contracts, net of taxes

     1.26       (0.60     0.18       (0.14
  

 

 

   

 

 

   

 

 

   

 

 

 

Net increase (decrease) in net assets resulting from operations

     2.51       0.73       1.98       1.69  
      

 

 

   

 

 

 

Effect of equity issuances, net of share repurchases and rounding

           0.07       0.04       0.03  

Distributions declared from net investment income

     (1.23     (1.23     (1.64     (1.64
  

 

 

   

 

 

     

Distributions from net realized gains

                        

Total distributions to stockholders

     (1.23     (1.23     (1.64     (1.64

Offering costs

                       (0.01
      

 

 

   

 

 

 

Total increase (decrease) in net assets

     1.28       (0.43     0.38       0.07  
      

 

 

   

 

 

 

Net asset value, end of period

   $ 21.16     $ 19.07     $ 19.88     $ 19.50  

Shares outstanding, end of period

     28,167,360       28,167,360       28,167,360       20,862,314  

Weighted average shares outstanding

     28,167,360       27,518,708       27,681,757       17,344,640  

Market value at end of period

   $ 19.13     $ 12.75     $ 14.57     $  

Total return based on market value

     40.31     -14.10     1.47    

Total return based on net asset value

     12.63     4.10     10.36     8.81

 

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     For the nine
months ended
September 30,
2021
    For the nine
months ended
September 30,
2020
    For the year
ended
December 31,
2020
    For the year
ended
December 31,
2019
 

Ratio/Supplemental Data:

        

Net assets, end of period

   $ 596,152     $ 537,090     $ 560,000     $ 406,917  

Ratio of total net expenses to average net assets

     8.01     5.43     5.34     6.54

Ratio of net expenses (without incentive fees and interest and other debt expenses) to average net assets

     2.85     2.25     2.24     2.50

Ratio of net investment income before taxes to average net assets

     8.43     10.29     10.10     9.61

Ratio of interest and credit facility expenses to average net assets

     3.34     3.18     3.10     4.03

Ratio of incentive fees to average net assets

     1.82              

Ratio of portfolio turnover to average investments at fair value

     28.50     20.31     28.01     23.97

Weighted average debt outstanding

   $ 507,072     $ 405,912     $ 421,066     $ 275,905  

Asset coverage ratio

     205     225     217     225

 

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USE OF PROCEEDS

We estimate that the net proceeds we will receive from the sale of 2,500,000 shares of our common stock in this offering will be approximately $             million (or approximately $             million if the underwriters fully exercise their option to purchase 375,000 additional shares), in each case based on proceeds to us of approximately $             per share, representing a public offering price of approximately $             per share, including the additional supplemental payment of approximately $             per share that the Advisor has agreed to pay to the underwriters, which reflects the difference between the public offering price and the proceeds per share received by us in this offering, and also including estimated offering expenses of $500,000 payable by us, but excluding the underwriting commissions of approximately $             million (or approximately $             million if the underwriters fully exercise their option to purchase additional shares). The Advisor has agreed to pay all of the underwriting discounts and commissions in connection with this offering.

We expect to use the net proceeds of this offering for general corporate purposes, which may include the repayment of outstanding indebtedness, if any, under our $350 million loan and security agreement of our wholly owned subsidiary Crescent Capital BDC Funding, LLC (the “SPV Asset Facility”) ($306.5 million outstanding as of November 12, 2021) and our $300 million SMBC Corporate Revolving Facility ($104.3 million outstanding as of November 12, 2021) and investing in portfolio companies in accordance with our investment objective.

The interest charged on the indebtedness incurred under the SPV Asset Facility is based on LIBOR plus an applicable spread between 1.65% or 2.10%, determined based on the proportion of liquid and illiquid loans pledged to the SPV Asset Facility. The stated maturity date for the SPV Asset Facility is June 22, 2026. The interest rate charged on the indebtedness incurred under the SMBC Corporate Revolving Facility is based on LIBOR plus 1.875% or 2.000%, subject to certain provisions in the SMBC Corporate Revolving Facility agreement, with no LIBOR floor. Any amounts borrowed under the SMBC Corporate Revolving Facility, and all accrued and unpaid interest, will be due and payable, on October 27, 2026.

Affiliates of certain of the underwriters are lenders under the SPV Asset Facility and the SMBC Corporate Revolving Facility. Accordingly, affiliates of certain of the underwriters may receive more than 5% of the proceeds of this offering to the extent such proceeds are used to repay or repurchase outstanding indebtedness under the SPV Asset Facility and the SMBC Corporate Revolving Facility.

 

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CAPITALIZATION

The following table sets forth our cash and capitalization on September 30, 2021. You should read this table together with “Use of Proceeds” described in this prospectus supplement and our most recent balance sheet included in our Quarterly Report on Form 10-Q for the nine months ended September 30, 2021, filed with the SEC on November 10, 2021 and incorporated by reference herein.

 

     As of September 30, 2021
(unaudited, in $ thousands)
 

Cash and cash equivalents (including restricted cash)

   $ 19,494  
  

 

 

 

Debt(1)

  

SPV Asset Facility(1)

   $ 276,747  

Corporate Revolving Facility(1)

     100,154  

2023 Unsecured Notes

     50,000  

2026 Unsecured Notes

     135,000  

Total Debt

     561,901  

Stockholders’ Equity

  

Preferred stock, par value $0.001 per share (10,000 shares authorized, zero outstanding, respectively)

      

Common stock, par value $0.001 per share (200,000,000 common shares authorized and 28,167,360 common shares issued and outstanding, respectively)

     28  

Paid-in capital in excess of par value

     594,658  

Accumulated earnings (loss)

     1,466  
  

 

 

 

Total stockholders’ equity

     596,152  
  

 

 

 

Total capitalization

   $ 1,158,053  
  

 

 

 

 

(1)

The above table reflects the principal amount of indebtedness outstanding as of September 30, 2021. On October 27, 2021, the Company entered into the SMBC Corporate Revolving Facility with Sumitomo Mitsui Banking Corporation as Administrative Agent, Collateral Agent and lender and concurrently terminated pursuant to its terms, the Corporate Revolving Facility, which was previously disclosed in the Company’s Current Report on Form 8-K filed with the SEC on September 5, 2019. As of November 12, 2021, indebtedness under the SPV Asset Facility and the SMBC Corporate Revolving Facility were $306.5 million and $104.3 million, respectively. The net proceeds from this offering are expected to be used for general corporate purposes, which may include the repayment of indebtedness under our SPV Asset Facility and SMBC Corporate Revolving Facility and investing in portfolio companies in accordance with our investment objective. See “Use of Proceeds.”

 

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PRICE RANGE OF COMMON STOCK AND DISTRIBUTIONS

The information required by this item is contained in our Annual Report on Form 10-K for the year ended December 31, 2020, filed with the SEC on February 24, 2021 and in our Quarterly Report on Form 10-Q for the quarter ended September 30, 2021, filed with the SEC on November 10, 2021 and incorporated by reference herein.

 

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UNDERWRITING

BofA Securities, Inc., Wells Fargo Securities LLC, Morgan Stanley & Co. LLC and Keefe, Bruyette & Woods, Inc. (the “Representatives”) are acting as representatives of each of the underwriters named below. Subject to the terms and conditions set forth in a purchase agreement between us and the underwriters, we have agreed to sell to the underwriters, and each of the underwriters has agreed, severally and not jointly, to purchase from us, the number of shares of common stock set forth opposite its name below.

 

Underwriter

   Number of
Shares
 

BofA Securities, Inc.

                   

Wells Fargo Securities, LLC

  

Morgan Stanley & Co. LLC

  

Keefe, Bruyette & Woods, Inc.

  

RBC Capital Markets, LLC

  

Oppenheimer & Co. Inc.

  

SMBC Nikko Securities America, Inc.

  
  

 

 

 

Total

  
  

 

 

 

Subject to the terms and conditions set forth in the purchase agreement, the underwriters have agreed, severally and not jointly, to purchase all of the shares sold under the purchase agreement if any of these shares are purchased. If an underwriter defaults, the purchase agreement provides that the purchase commitments of the nondefaulting underwriters may be increased or the purchase agreement may be terminated.

We have agreed to indemnify the several underwriters against certain liabilities, including liabilities under the Securities Act, or to contribute to payments the underwriters may be required to make in respect of those liabilities.

The underwriters are offering the shares, subject to prior sale, when, as and if issued to and accepted by them, subject to approval of legal matters by their counsel, including the validity of the shares, and other conditions contained in the purchase agreement, such as the receipt by the underwriters of officer’s certificates and legal opinions. The underwriters reserve the right to withdraw, cancel or modify offers to the public and to reject orders in whole or in part.

Commissions and Discounts

The underwriters have advised us that they propose initially to offer the shares to the public at the public offering price on the cover page of this prospectus supplement and to certain other Financial Industry Regulatory Authority (FINRA) members at that price less a concession not in excess of $                per share. After the public offering, the public offering price, concession and discount may be changed. No such change shall change the amount of proceeds to be received by us as set forth on the cover page of this prospectus supplement.

The following table shows the per share and total underwriting discounts and commissions we will pay to the underwriters assuming both no exercise and full exercise of the underwriters’ option to purchase up to an additional 375,000 shares.

 

    Per Share     Without Option     With Option  

Public offering price

  $                   $                   $                

Underwriting discounts and commissions (sales load)(1)

  $       $       $    

Additional supplemental payment to the underwriters by the Advisor(2)

  $       $       $    

Proceeds to Crescent Capital BDC, Inc. (before offering expenses of $500,000)

  $       $       $    

 

(1)

Our Advisor has agreed to pay all of the underwriting commissions to the underwriters of approximately $                million, or $                per share (or approximately $                million, or $                per share if

 

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  the option to purchase additional shares is fully exercised) in connection with this offering, which amount is not reflected in the above table. All other expenses of the offering will be borne by us.

 

(2)

Our Advisor has agreed to pay the underwriters an additional supplemental payment of approximately $                million, or $                per share (or approximately $                million, or $                per share if the option to purchase additional shares is fully exercised), which reflects the difference between the offering price and the proceeds per share received by us in this offering.

Option to Purchase Additional Shares

We have granted an option to the underwriters to purchase up to 375,000 additional shares of common stock at the price per share set forth on the cover page of this prospectus supplement. The underwriters may exercise this option for 30 days from the date of this prospectus supplement. If the underwriters exercise this option, each will be obligated, subject to conditions contained in the purchase agreement, to purchase a number of additional shares proportionate to that underwriter’s initial amount reflected in the above table.

No Sales of Similar Securities

We have agreed, with exceptions, not to sell or transfer any common stock, or any securities convertible into or exercisable or exchangeable for common stock, for 90 days after the date of this prospectus supplement without first obtaining the written consent of the Representatives.

Our executive officers and directors and Crescent Cap Advisors and certain of its affiliates have agreed, with exceptions, not to sell or transfer any common stock, or any securities convertible into or exercisable or exchangeable for common stock, for 90 days after the date of this prospectus supplement without first obtaining the written consent of the Representatives. Specifically, we and these other persons have agreed, with certain limited exceptions, not to directly or indirectly:

 

   

offer, pledge, sell or contract to sell any common stock,

 

   

sell any option or contract to purchase any common stock,

 

   

purchase any option or contract to sell any common stock,

 

   

grant any option, right or warrant for the sale of any common stock,

 

   

lend or otherwise dispose of or transfer any common stock,

 

   

request or demand that we file a registration statement related to the common stock, or

 

   

enter into any swap or other agreement that transfers, in whole or in part, the economic consequence of ownership of any common stock whether any such swap or transaction is to be settled by delivery of shares or other securities, in cash or otherwise.

This lock-up provision applies to common stock and any securities convertible into or exercisable or exchangeable for common stock. It also applies to common stock owned now or acquired later by the person executing the agreement or for which the person executing the agreement later acquires the power of disposition.

NASDAQ Global Market Listing

The shares are listed on The NASDAQ Global Market under the symbol “CCAP.”

 

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Short Positions

In connection with the offering, the underwriters may purchase and sell our common stock in the open market. These transactions may include short sales and purchases on the open market to cover positions created by short sales. Short sales involve the sale by the underwriters of a greater number of shares than they are required to purchase in the offering. “Covered” short sales are sales made in an amount not greater than the underwriters’ option to purchase additional shares described above. The underwriters may close out any covered short position by either exercising their option to purchase additional shares or purchasing shares in the open market. In determining the source of shares to close out the covered short position, the underwriters will consider, among other things, the price of shares available for purchase in the open market as compared to the price at which they may purchase shares through the option granted to them. “Naked” short sales are sales in excess of the option. The underwriters must close out any naked short position by purchasing shares in the open market. A naked short position is more likely to be created if the underwriters are concerned that there may be downward pressure on the price of our common stock in the open market after pricing that could adversely affect investors who purchase in the offering.

Similar to other purchase transactions, the underwriters’ purchases to cover the syndicate short sales may have the effect of raising or maintaining the market price of our common stock or preventing or retarding a decline in the market price of our common stock. As a result, the price of our common stock may be higher than the price that might otherwise exist in the open market. The underwriters may conduct these transactions on The NASDAQ Global Market, in the over-the-counter market or otherwise.

Neither we nor any of the underwriters make any representation or prediction as to the direction or magnitude of any effect that the transactions described above may have on the price of our common stock. In addition, neither we nor any of the underwriters make any representation that the underwriters will engage in these transactions or that these transactions, once commenced, will not be discontinued without notice.

Passive Market Making

In connection with this offering, the underwriters may engage in passive market making transactions in the common stock on The NASDAQ Global Market in accordance with Rule 103 of Regulation M under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), during a period before the commencement of offers or sales of common stock and extending through the completion of distribution. A passive market maker must display its bid at a price not in excess of the highest independent bid of that security. However, if all independent bids are lowered below the passive market maker’s bid, that bid must then be lowered when specified purchase limits are exceeded. Passive market making may cause the price of our common stock to be higher than the price that otherwise would exist in the open market in the absence of those transactions. The underwriters are not required to engage in passive market making and may end passive market making activities at any time.

Electronic Offer, Sale and Distribution of Shares

The underwriters may make prospectuses available in electronic (PDF) format. A prospectus in electronic (PDF) format may be made available on a web site maintained by the underwriters, and the underwriters may distribute such prospectuses electronically. The underwriters may allocate a limited number of shares for sale to their online brokerage customers.

Other Relationships

The underwriters and their respective affiliates are full service financial institutions engaged in various activities, which may include sales and trading, commercial and investment banking, advisory, investment management, investment research, principal investment, hedging, market making, brokerage and other financial

 

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and non-financial activities and services. The underwriters and their respective affiliates have provided in the past and may provide from time to time in the future in the ordinary course of their business certain commercial banking, financial advisory, investment banking and other services to Crescent and its affiliates and managed funds and Crescent Capital or our portfolio companies for which they have received or will be entitled to receive separate fees. In particular, the underwriters or their affiliates may execute transactions with Crescent Capital or on behalf of Crescent Capital, Crescent or any of our or their portfolio companies, affiliates and/or managed funds. In addition, the underwriters or their affiliates may act as arrangers, underwriters or placement agents for companies whose securities are sold to or whose loans are syndicated to Crescent, Crescent Capital or Crescent Cap Advisors, LLC and their affiliates and managed funds.

Affiliates of certain of the underwriters may be investors in private investment funds affiliated with our investment adviser, Crescent Cap Advisors, LLC.

The underwriters or their affiliates may also trade in our securities, securities of our portfolio companies or other financial instruments related thereto for their own accounts or for the account of others and may extend loans or financing directly or through derivative transactions to Crescent, Crescent Capital, Crescent Cap Advisors, LLC or any of our portfolio companies.

We may purchase securities of third parties from the underwriters or their affiliates after the offering. However, we have not entered into any agreement or arrangement regarding the acquisition of any such securities, and we may not purchase any such securities. We would only purchase any such securities if—among other things—we identified securities that satisfied our investment needs and completed our due diligence review of such securities.

After the date of this prospectus supplement, the underwriters and their affiliates may from time to time obtain information regarding specific portfolio companies or us that may not be available to the general public. Any such information is obtained by the underwriters and their affiliates in the ordinary course of their business and not in connection with the offering of the common stock. In addition, after the offering period for the sale of our common stock, the underwriters or their affiliates may develop analyses or opinions related to Crescent, Crescent Capital or our portfolio companies and buy or sell interests in one or more of our portfolio companies on behalf of their proprietary or client accounts and may engage in competitive activities. There is no obligation on behalf of these parties to disclose their respective analyses, opinions or purchase and sale activities regarding any portfolio company or regarding Crescent Capital to our stockholders.

In the ordinary course of their business activities, the underwriters and their respective affiliates may make or hold a broad array of investments and actively trade debt and equity securities (or related derivative securities) and financial instruments (including bank loans) for their own account and for the accounts of their customers. Such investments and securities activities may involve securities and/or instruments of ours or our affiliates. The underwriters and their respective affiliates may also make investment recommendations and/or publish or express independent research views in respect of such securities or financial instruments and may hold, or recommend to clients that they acquire, long and/or short positions in such securities and instruments.

Affiliates of certain of the underwriters serve as agents and/or lenders under our credit facilities or other debt instruments. Wells Fargo Bank, National Association, an affiliate of Wells Fargo Securities, LLC, is the administrative agent and collateral agent under our SPV Asset Facility. Sumitomo Mitsui Banking Corporation, an affiliate of SMBC Nikko Securities America, Inc., is the administrative agent and collateral agent under the SMBC Corporate Revolving Facility.

Proceeds of this offering will be used for general corporate purposes, which may include the repayment of indebtedness under our SPV Asset Facility and SMBC Corporate Revolving Facility. Affiliates of certain of the underwriters are lenders under the SPV Asset Facility and SMBC Corporate Revolving Facility. Accordingly, affiliates of certain of the underwriters may receive more than 5% of the proceeds of this offering to the extent such proceeds are used to repay or repurchase outstanding indebtedness under the SPV Asset Facility and SMBC Corporate Revolving Facility.

 

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The principal business address of BofA Securities, Inc. is One Bryant Park, New York, NY 10036. The principal business address of Wells Fargo Securities, LLC is 550 South Tryon Street, Charlotte, NC 28202. The principal business address of Morgan Stanley & Co. LLC is 180 Varick Street, 2nd Floor, New York, NY 10014. The principal business address of Keefe, Bruyette & Woods, Inc. is 787 Seventh Avenue, 4th Floor, New York, NY 10019.

Notice to Prospective Investors in Australia

No placement document, prospectus, product disclosure statement, or other disclosure document has been lodged with the Australian Securities and Investments Commission (ASIC) in relation to this offering. This prospectus supplement does not constitute a prospectus, product disclosure statement, or other disclosure document under the Corporations Act 2001 (the Corporations Act) and does not purport to include the information required for a prospectus, product disclosure statement, or other disclosure document under the Corporations Act.

Any offer in Australia of our common stock may only be made to persons, or Exempt Investors, who are “sophisticated investors” (within the meaning of section 708(8) of the Corporations Act), “professional investors” (within the meaning of section 708(11) of the Corporations Act), or otherwise pursuant to one or more exemptions contained in section 708 of the Corporations Act so that it is lawful to offer our common stock without disclosure to investors under Chapter 6D of the Corporations Act.

The common stock applied for by Exempt Investors in Australia must not be offered for sale in Australia in the period of 12 months after the date of allotment under the offering, except in circumstances where disclosure to investors under Chapter 6D of the Corporations Act would not be required pursuant to an exemption under section 708 of the Corporations Act or otherwise or where the offer is pursuant to a disclosure document which complies with Chapter 6D of the Corporations Act. Any person acquiring securities must observe such Australian on-sale restrictions.

This prospectus supplement contains general information only and does not take account of the investment objectives, financial situation, or particular needs of any particular person. It does not contain any securities recommendations or financial product advice. Before making an investment decision, investors need to consider whether the information in this prospectus supplement is appropriate to their needs, objectives and circumstances, and, if necessary, seek expert advice on those matters.

Notice to Prospective Investors in the Dubai International Financial Centre

This prospectus supplement relates to an Exempt Offer in accordance with the Offered Securities Rules of the Dubai Financial Services Authority (“DFSA”). This prospectus supplement is intended for distribution only to persons of a type specified in the Offered Securities Rules of the DFSA. It must not be delivered to, or relied on by, any other person. The DFSA has no responsibility for reviewing or verifying any documents in connection with Exempt Offers. The DFSA has not approved this prospectus supplement nor taken steps to verify the information set forth herein and has no responsibility for the prospectus supplement. The common stock to which this prospectus supplement relates may be illiquid and/or subject to restrictions on their resale. Prospective purchasers of the common stock offered should conduct their own due diligence on the common stock. If you do not understand the contents of this prospectus supplement you should consult an authorized financial advisor.

Notice to Prospective Investors in Hong Kong

Shares of our common stock may not be offered or sold by means of any document other than (i) in circumstances which do not constitute an offer to the public within the meaning of the Companies Ordinance (Cap.32, Laws of Hong Kong), (ii) to “professional investors” within the meaning of the Securities and Futures Ordinance (Cap.571, Laws of Hong Kong) and any rules made thereunder, or (iii) in other circumstances which

 

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do not result in the document being a “prospectus” within the meaning of the Companies Ordinance (Cap.32, Laws of Hong Kong), and no advertisement, invitation, or document relating to shares of our common stock may be issued or may be in the possession of any person for the purpose of issue (in each case whether in Hong Kong or elsewhere), which is directed at, or the contents of which are likely to be accessed or read by, the public in Hong Kong (except if permitted to do so under the laws of Hong Kong) other than with respect to shares of our common stock which are or are intended to be disposed of only to persons outside Hong Kong or only to “professional investors” within the meaning of the Securities and Futures Ordinance (Cap. 571, Laws of Hong Kong) and any rules made thereunder.

 

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LEGAL MATTERS

Certain legal matters in connection with the offering will be passed upon for us by Kirkland & Ellis LLP, Los Angeles, California and New York, New York and Venable LLP, Baltimore, Maryland. Kirkland & Ellis LLP has from time to time represented certain underwriters, Crescent and Crescent Capital Management on unrelated matters. Certain legal matters in connection with the offering will be passed upon for the underwriters by Ropes & Gray LLP.

 

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INCORPORATION OF CERTAIN INFORMATION BY REFERENCE

This prospectus supplement is part of a registration statement that we have filed with the SEC. The information incorporated by reference is considered to comprise a part of this prospectus supplement. Any reports filed by us with the SEC subsequent to the date of this prospectus supplement will automatically update and, where applicable, supersede any information contained in this prospectus supplement or incorporated by reference herein.

We incorporate by reference into this prospectus supplement our filings listed below and any future filings that we may file with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act, subsequent to the date of this prospectus supplement until all of the securities offered by this prospectus supplement and the accompanying prospectus have been sold or we otherwise terminate the offering of these securities; provided, however, that information “furnished” under Item 2.02 or Item 7.01 of Form 8-K or other information “furnished” to the SEC that is not deemed filed is not incorporated by reference in this prospectus supplement.

This prospectus supplement incorporates by reference the documents set forth below that have been previously filed with the SEC:

 

   

our Annual Report on Form 10-K for the fiscal year ended December 31, 2020, filed with the SEC on February 24, 2021;

 

   

those portions of our Definitive Proxy Statement on Schedule 14A for our 2021 Annual Meeting of Stockholders, filed with the SEC on April 2, 2021, that are incorporated by reference in our Annual Report on Form 10-K for the year ended December 31, 2020;

 

   

our Quarterly Reports on Form 10-Q for the quarters ended March 31, 2021, June 30, 2021 and September  30, 2021 filed with the SEC on May 12, 2021, August 11, 2021 and November 10, 2021, respectively; and

 

   

our Current Reports on Form 8-K (other than information furnished rather than filed) filed with the SEC on  January 6, 2021, February  17, 2021, May 14, 2021, May  18, 2021, June 28, 2021, July 2, 2021 and October 29, 2021.

See “Available Information” in the accompanying prospectus for information on how to obtain a copy of these filings.

 

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PROSPECTUS

 

 

LOGO

Common Stock

Preferred Stock

Debt Securities

Subscription Rights

Warrants

Units

 

 

Crescent Capital BDC, Inc. is a business development company that seeks to provide capital solutions to middle market companies with sound business fundamentals. We seek to create a broad and diversified portfolio that generally includes senior secured first lien, unitranche, senior secured second lien and subordinated loans and minority equity securities of U.S. middle market companies. We may on occasion invest in larger or smaller companies. Our investments may include non-cash income features, including payment-in-kind interest and original issue discount. We may also invest in securities that are rated below investment grade (e.g., junk bonds) by rating agencies or that would be rated below investment grade if they were rated.

We are externally managed by our investment advisor, Crescent Cap Advisors, LLC, an investment advisor that is registered with the Securities and Exchange Commission under the Investment Advisers Act of 1940, as amended. CCAP Administration LLC provides certain administrative services and other services necessary for us to operate.

Our common stock is traded on The NASDAQ Global Market under the symbol “CCAP.” On August 4, 2021, the last reported sales price of our common stock on The NASDAQ Global Market was $18.56, per share. The net asset value per share of our common stock at March 31, 2021 (the last date prior to the date of this prospectus on which we determined net asset value) was $20.24.

Investing in our securities involves risks that are described in the “Risk Factors” section beginning on page 15 of this prospectus, including the risk of leverage.

We may offer, from time to time, in one or more offerings or series, our common stock, preferred stock, debt securities, subscription rights to purchase shares of our common stock, warrants representing rights to purchase shares of our common stock, preferred stock or debt securities, or units comprised of any combination of the foregoing, which we refer to, collectively, as the “securities.” The preferred stock, debt securities, subscription rights and warrants (including as part of a unit) offered hereby may be convertible or exchangeable into shares of our common stock. The securities may be offered at prices and on terms to be described in one or more supplements to this prospectus. In the event we offer common stock, the offering price per share of our common stock less any underwriting commissions or discounts will generally not be less than the net asset value per share of our common stock at the time we make the offering. However, we may issue shares of our common stock pursuant to this prospectus at a price per share that is less than our net asset value per share (a) in connection with a rights offering to our existing stockholders, (b) with the prior approval of a majority (as defined in the 1940 Act) of (1) the outstanding shares of our common stock and (2) the outstanding shares of the our common stock held by persons that are not affiliated persons of the Company or (c) under such circumstances as the U.S. Securities and Exchange Commission (the “SEC”) may permit.     

This prospectus describes some of the general terms that may apply to an offering of our securities. We will provide the specific terms of these offerings and securities in one or more supplements to this prospectus. We may also authorize one or more free writing prospectuses to be provided to you in connection with these offerings. The accompanying prospectus supplement and any related free writing prospectus may also add, update, or change information contained in this prospectus. You should carefully read this prospectus, the accompanying prospectus supplement, any related free writing prospectus and the documents incorporated by reference herein, before investing in our securities and keep them for future reference. We file annual, quarterly and current reports, proxy statements and other information with the SEC. This information is available free of charge by calling us collect at (310) 235-5900, by sending an e-mail to us at investor.relations@crescentcap.com or on our website at http://www.crescentbdc.com. The SEC also maintains a website at www.sec.gov that contains such information. The information on the websites referred to herein is not incorporated by reference into this prospectus or the accompanying prospectus supplement.

 

 

Neither the SEC nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

This prospectus may not be used to consummate sales of securities unless accompanied by a prospectus supplement.

 

 

The date of this prospectus is September 1, 2021.


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You should rely only on the information contained in this prospectus, the accompanying prospectus supplement, any related free writing prospectus, the documents incorporated by reference in this prospectus and the applicable prospectus supplement, or any other information to which we have referred you. We have not authorized any other person to provide you with different information. If anyone provides you with different or inconsistent information, you should not rely on it. We are not making an offer to sell these securities in any jurisdiction where the offer or sale is not permitted. You should assume that the information appearing in, or incorporated by reference in, this prospectus, the accompanying prospectus supplement or any such free writing prospectus is, or will be, accurate only as of the dates on their respective covers. Our business, financial condition, results of operations and prospects may have changed since any such date.

TABLE OF CONTENTS

 

     Page  

Prospectus Summary

     1  

The Company

     1  

Offerings

     7  

Fees and Expenses

     10  

Financial Highlights

     13  

Risk Factors

     15  

Forward-Looking Statements

     19  

Use of Proceeds

     21  

Price Range of Common Stock and Distributions

     22  

Senior Securities

     24  

Portfolio Companies

     26  

Control Persons and Principal Stockholders

     46  

Determination of Net Asset Value

     48  

Certain Material U.S. Federal Income Tax Considerations

     50  

Description of Securities

     59  

Description of Our Preferred Stock

     67  

Description of Our Subscription Rights

     68  

Description of Our Warrants

     70  

Description of Our Debt Securities

     71  

Description of Our Units

     83  

Sales of Common Stock Below Net Asset Value

     84  

Regulation

     89  

Custodian, Transfer and Dividend Paying Agent and Registrar

     94  

Brokerage Allocation and Other Practices

     94  

Plan of Distribution

     94  

Legal Matters

     96  

Independent Registered Public Accounting Firm

     96  

Available Information

     97  

Incorporation of Certain Information By Reference

     97  

 

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ABOUT THIS PROSPECTUS

This prospectus is part of a “shelf” registration statement that we have filed with the SEC. Under the shelf registration process, we may offer, from time to time, in one or more offerings or series, our common stock, preferred stock, debt securities, subscription rights to purchase shares of our common stock, warrants representing rights to purchase shares of our common stock, preferred stock or debt securities, or units comprised of any combination of the foregoing, on terms to be determined at the time of the offering. The securities may be offered at prices and on terms described in one or more supplements to this prospectus. This prospectus provides you with a general description of the securities that we may offer. Each time we use this prospectus to offer securities, we will provide a prospectus supplement that will contain specific information about the terms of that offering. We may also authorize one or more free writing prospectuses to be provided to you that may contain material information relating to these offerings. Such prospectus supplement and/or free writing prospectus (collectively referred to hereinafter as the “prospectus supplement”) may also add, update or change information contained in this prospectus or in the documents we incorporate by reference herein. This prospectus and the prospectus supplement, together with any documents incorporated by reference herein, will include all material information relating to the applicable offering. Please carefully read this prospectus and the prospectus supplement, together with any documents incorporated by reference in this prospectus and the applicable prospectus supplement, any exhibits and the additional information described under the headings “Available Information,” “Incorporation of Certain Information By Reference,” “Prospectus Summary” and “Risk Factors” before you make an investment decision.

 

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PROSPECTUS SUMMARY

This summary highlights some of the information contained elsewhere in this prospectus. It is not complete and may not contain all of the information that you may want to consider. You should read carefully the more detailed information set forth under “Risk Factors” and the other information included or incorporated by reference in this prospectus and the accompanying prospectus supplement. Except where the context suggests otherwise, the terms “CCAP,” “Crescent Capital,” “we,” “us,” “our,” and “the Company” refer to Crescent Capital BDC, Inc. The term “Advisor” refers to Crescent Cap Advisors, LLC, a Delaware limited liability company. The term “Administrator” refers to CCAP Administration, LLC, a Delaware limited liability company. The term “Crescent” refers to Crescent Capital Group LP and its controlled affiliates.

THE COMPANY

Overview

We are a specialty finance company focused on lending to middle-market companies and were incorporated under the laws of the State of Delaware on February 5, 2015 (the “Inception”). On January 30, 2020, we changed our state of incorporation from the State of Delaware to the State of Maryland. On January 31, 2020, the Company completed a transaction to acquire Alcentra Capital Corporation in a cash and stock transaction (the “Alcentra Acquisition”). The Company was listed and began trading on the NASDAQ stock exchange on February 3, 2020.

We have elected to be treated as a business development company (“BDC”) under the Investment Company Act of 1940, as amended (the “1940 Act”). In addition, we have elected to be treated for U.S. federal income tax purposes as a regulated investment company (a “RIC”) under Subchapter M of the Internal Revenue Code of 1986, as amended (the “Code”). As such, we are required to comply with various regulatory requirements, such as the requirement to invest at least 70% of our assets in “qualifying assets,” source of income limitations, asset diversification requirements, and the requirement to distribute annually at least 90% of our taxable income and tax-exempt interest.

We are managed by our investment advisor, Crescent Cap Advisors, LLC (the “Advisor”, and formerly, CBDC Advisors, LLC), an investment advisor that is registered with the SEC under the Investment Advisers Act of 1940, as amended (the “Advisers Act”). Our administrator, CCAP Administration LLC (the “Administrator”, and formerly, CBDC Administration, LLC) provides the administrative services necessary for us to operate. Our management consists of investment and administrative professionals from the Advisor and Administrator along with our Board of Directors (the “Board”). The Advisor directs and executes our investment operations and capital raising activities subject to oversight from the Board, which sets our broad policies. The Board has delegated investment management of our investment assets to the Advisor. The Board consists of five directors, four of whom are independent.

A portion of the outstanding shares of our common stock, par value $0.001 per share, are owned by Crescent. Crescent is also the majority member of the Advisor and sole member of the Administrator. We have entered into a license agreement with Crescent under which Crescent granted us a non-exclusive, royalty-free license to use the name “Crescent Capital”. The Advisor has entered into a resource sharing agreement with Crescent. On January 5, 2021 Sun Life Financial Inc. acquired a majority interest in Crescent.

Our primary investment objective is to maximize the total return to our stockholders in the form of current income and capital appreciation through debt and related equity investments. We seek to achieve our investment objectives by investing primarily in secured debt (including senior secured first lien, unitranche and senior

 

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secured second-lien debt) and unsecured debt (including senior unsecured, mezzanine and subordinated debt), as well as related equity securities of private U.S. middle-market companies. We may purchase interests in loans or make debt investments, either (i) directly from our target companies as primary market or private credit investments (i.e., private credit transactions), or (ii) primary or secondary market bank loan or high yield transactions in the broadly syndicated “over-the-counter” market (i.e., broadly syndicated loans and bonds). Although our focus is to invest in less liquid private credit transactions, we may from time to time invest in more liquid broadly syndicated loans and bonds to complement our private credit transactions.

Our investment objective is accomplished through:

 

   

accessing the origination channels that have been developed and established by Crescent;

 

   

originating investments in what we believe to be middle-market companies with strong business fundamentals, generally controlled by private equity investors that require capital for growth, acquisitions, recapitalizations, refinancings and leveraged buyouts;

 

   

applying Crescent’s underwriting standards; and

 

   

leveraging Crescent’s experience and resources to monitor our investments.

Our investment philosophy emphasizes capital preservation through credit selection and risk mitigation. We expect our targeted portfolio to provide downside protection through conservative cash flow and asset coverage requirements, priority in the capital structure and information requirements.

As a BDC under the Act and a RIC under the Code, our portfolio is subject to diversification and other requirements. See “—Certain U.S. Federal Income Tax Consequences” in our most recent Annual Report on Form 10-K and “Certain U.S. Federal Income Tax Consequences” below.

We have formed a wholly owned subsidiary that is structured as a tax blocker, to hold equity or equity-like investments in a portfolio company organized as a limited liability company. We have also formed a special purpose vehicle that holds certain debt investments in connection with a credit facility. These corporate subsidiaries are not consolidated for income tax purposes and may incur income tax expense as a result of their ownership of portfolio companies.

We may borrow money from time to time within the levels permitted by the 1940 Act (up to 150% of asset coverage requirement). In determining whether to borrow money, we analyze the maturity, covenant package and rate structure of the proposed borrowings as well as the risks of such borrowings compared to our investment outlook. The use of borrowed funds or the proceeds of preferred stock offerings to make investments would have its own specific set of benefits and risks, and all of the costs of borrowing funds or issuing preferred stock would be borne by holders of our common stock. See “Item 1A. Risk Factors—Risks Relating to Our Business and Structure—We are subject to risks associated with the current interest rate environment, and to the extent we use debt to finance our investments, changes in interest rates may affect our cost of capital and net investment income. Further, changes in LIBOR or its discontinuation may adversely affect the value of LIBOR-indexed securities, loans, and other financial obligations or extensions of credit in our portfolio” in our most recent Annual Report on Form 10-K.

See “Business” in our most recent Annual Report on Form 10-K for additional information about us.

Risk Factors

Investing in Crescent Capital involves risks. The following is a summary of the principal risks that you should carefully consider before investing in our securities. In addition, see “Risk Factors” beginning on page 15

 

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and in our most recent Annual Report on Form 10-K and Quarterly Reports on Form 10-Q incorporated by reference herein for a more detailed discussion of the principal risks as well as certain other risks you should carefully consider before deciding to invest in our securities.

Risks Relating to the COVID-19 pandemic

 

   

Global economic, political and market conditions caused by the current public health crisis have (and in the future, could further) adversely affect our business, results of operations and financial condition and those of our portfolio companies.

Risks Relating to our Business and Structure

 

   

We have a limited operating history and are dependent upon Crescent and key personnel of Crescent and the Advisor.

 

   

We may not replicate the historical results achieved by Crescent.

 

   

Global capital markets could enter a period of severe disruption and instability. These conditions have historically affected and could again materially and adversely affect debt and equity capital markets in the United States and around the world and our business.

 

   

Global economic, political and market conditions, including uncertainty about the financial stability of the United States, could have a significant adverse effect on our business, financial condition and results of operations.

 

   

Adverse developments in the credit markets may impair our ability to enter into new debt financing arrangements.

 

   

The Advisor, the investment committee of the Advisor, Crescent and their affiliates, officers, directors and employees may face certain conflicts of interest. Conflicts of interest may be created by the valuation process for certain portfolio holdings. Conflicts may arise related to other arrangements with Crescent and the Advisor and other affiliates.

 

   

Crescent’s principals and employees, the Advisor or their affiliates may, from time to time, possess material non-public information, limiting our investment discretion.

 

   

Our management and incentive fee structure may create incentives for the Advisor that are not fully aligned with our stockholders’ interests and may induce the Advisor to make speculative investments.

 

   

Our Investment Advisory Agreement was negotiated with the Advisor and the Administration Agreement was negotiated with the Administrator, which are both our related parties. The Advisor has limited liability and is entitled to indemnification under the Investment Advisory Agreement.

 

   

We operate in an increasingly competitive market for investment opportunities, which could make it difficult for us to identify and make investments that are consistent with our investment objectives. Our ability to enter into transactions with our affiliates is restricted. Our ability to sell or otherwise exit investments also invested in by other Crescent investment vehicles is restricted.

 

   

We may have difficulty paying our required distributions if we recognize income before, or without, receiving cash representing such income. We will be subject to corporate level income tax if we are unable to qualify as a RIC. Our business may be adversely affected if we fail to maintain our qualification as a RIC. Stockholders may be required to pay tax in excess of the cash they receive. We may be subject to withholding of U. S. Federal income tax on distributions for non-U.S. stockholders. We may retain income and capital gains in excess of what is permissible for excise tax purposes and such amounts will be subject to 4% U.S. federal excise tax, reducing the amount available for distribution to stockholders.

 

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We may need to raise additional capital. Regulations governing our operation as a BDC affect our ability to, and the way in which we may, raise additional capital. Certain investors are limited in their ability to make significant investments in us.

 

   

Our business could be adversely affected in the event we default under our existing credit facilities or any future credit or other borrowing facility.

 

   

Our strategy involves a high degree of leverage. We intend to continue to finance our investments with borrowed money, which will magnify the potential for gain or loss on amounts invested and increases the risk of investing in us. The risks of investment in a highly leveraged fund include volatility and possible distribution restrictions.

 

   

We are subject to risks associated with the current interest rate environment, and to the extent we use debt to finance our investments, changes in interest rates may affect our cost of capital and net investment income. Further, the discontinuation of LIBOR may adversely affect the value of LIBOR-indexed securities, loans, and other financial obligations or extensions of credit in our portfolio.

 

   

We are and may be subject to restrictions under our credit facilities and any future credit or other borrowing facility that could adversely impact our business.

 

   

We may be the target of litigation.

 

   

There is a risk that investors in our common stock may not receive dividends or that our dividends may not grow over time and that investors in our debt securities may not receive all of the interest income to which they are entitled.

 

   

If we do not invest a sufficient portion of our assets in qualifying assets, we could fail to qualify as a BDC or be precluded from investing according to our current business strategy.

 

   

The majority of our portfolio investments are recorded at fair value as determined in good faith by our Board and, as a result, there may be uncertainty as to the value of our portfolio investments.

 

   

We may experience fluctuations in our quarterly operating results.

 

   

New or modified laws or regulations governing our operations may adversely affect our business.

 

   

The United Kingdom’s withdrawal from the European Union has led to significant risks and uncertainty for global markets and may create significant risks and uncertainty for our investments.

 

   

Our Board may change our investment objectives, operating policies and strategies without prior notice or stockholder approval.

 

   

The Advisor and the Administrator each have the ability to resign on 60 days’ notice, and we may not be able to find a suitable replacement within that time, resulting in a disruption in operations that could adversely affect our financial condition, business and results of operations.

 

   

We are highly dependent on information systems, and systems failures or cyber-attacks could significantly disrupt its business, which may, in turn, negatively affect the value of shares of our common stock and our ability to pay distributions.

 

   

Cybersecurity risks and cyber incidents may adversely affect our business by causing a disruption to our operations, a compromise or corruption of its confidential information and/or damage to its business relationships.

 

   

We and the Advisor are subject to regulations and SEC oversight. If we or the Advisor fail to comply with applicable requirements, it may adversely impact our results relative to companies that are not subject to such regulations.

 

   

We are subject to risks related to corporate social responsibility.

 

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Risks Relating to Our Investments

 

   

We may hold the debt securities of leveraged companies. Economic recessions or downturns could impair our portfolio companies, and defaults by our portfolio companies will harm our operating results. Our portfolio companies may be unable to repay or refinance outstanding principal on their loans at or prior to maturity, and rising interests rates may make it more difficult for portfolio companies to make periodic payments on their loans.

 

   

We typically invest in middle-market companies, which involves higher risk than investments in large companies.

 

   

The due diligence process that the Advisor undertakes in connection with our investments may not reveal all the facts that may be relevant in connection with an investment.

 

   

The lack of liquidity in our investments may adversely affect our business. We may invest in high yield debt, or junk-rated debt, which has greater credit and liquidity risk than more highly rated debt obligations. Our subordinated investments may be subject to greater risk than investments that are not similarly subordinated.

 

   

Price declines and illiquidity in the corporate debt markets may adversely affect the fair value of our portfolio investments, reducing net asset value through increased net unrealized depreciation.

 

   

Our failure to make follow-on investments in our portfolio companies could impair the value of our portfolio.

 

   

The disposition of our investments may result in contingent liabilities.

 

   

We will be subject to the risk that the debt investments we make in our portfolio companies may be repaid prior to maturity.

 

   

We may be subject to risks under hedging transactions and may become subject to risk if we invest in non-U.S. securities.

 

   

We may not realize anticipated gains on the equity interests in which we invest.

 

   

Our investments with OID and PIK interest income features may expose us to risks associated with such income being required to be included in accounting income and taxable income prior to receipt of cash.

 

   

You may receive shares of our common stock as dividends, which could result in adverse tax consequences to you.

 

   

Changes in healthcare laws and other regulations applicable to some of our portfolio companies may constrain their ability to offer their products and services.

 

   

Our investments in the consumer products and services sector are subject to various risks including cyclical risks associated with the overall economy. Our investments in the financial services sector are subject to various risks including volatility and extensive government regulation. Our investments in technology companies are subject to many risks, including volatility, intense competition, shortened product life cycles, litigation risk and periodic downturn.

 

   

We may be unable to realize the benefits anticipated by the Alcentra Acquisition, including estimated cost savings and synergies, or it may take longer than anticipated to achieve such benefits.

Risks Relating to Our Common Stock

 

   

The market price of our common stock may fluctuate significantly. Our shares of common stock trade at a discount from net asset value and may continue to do so, which could limit our ability to raise additional equity capital.

 

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Our stockholders will experience dilution in their ownership percentage if they opt out of our dividend reinvestment plan.

 

   

Provisions of the Maryland General Corporation Law and of our Articles of Amendment and Restatement, as amended (the “Charter”), and Amended and Restated Bylaws, as amended (the “Bylaws”) could deter takeover attempts and have an adverse effect on the price of our common stock.

 

   

Our Charter designates the Circuit Court for Baltimore City, Maryland as the sole and exclusive forum for certain types of actions and proceedings that may be initiated by our stockholders, which could limit our stockholders’ ability to obtain a favorable judicial forum for disputes with us or our directors, officers or other employees.

 

   

We incur significant costs as a result of our listing on NASDAQ.

Our Corporate Information

Our administrative and principal executive offices are located at 11100 Santa Monica Blvd., Suite 2000, Los Angeles, California 90025, telephone number (310) 235-5900.

 

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OFFERINGS

We may offer, from time to time, in one or more offerings or series, our common stock, preferred stock, debt securities, subscription rights to purchase shares of our common stock, warrants representing rights to purchase shares of our common stock, preferred stock or debt securities, or units comprised of any combination of the foregoing, on terms to be determined at the time of the offering. We will offer our securities at prices and on terms to be set forth in one or more supplements to this prospectus. The offering price per share of our common stock, less any underwriting commissions or discounts, generally will not be less than the net asset value per share of our common stock at the time of an offering. However, we may issue shares of our common stock pursuant to this prospectus at a price per share that is less than our net asset value per share (a) in connection with a rights offering to our existing stockholders, (b) with the prior approval of a majority (as defined in the 1940 Act), of (1) the outstanding shares of our common stock and (2) the outstanding shares of the our common stock held by persons that are not affiliated persons of the Company or (c) under such other circumstances as the SEC may permit. Any such issuance of shares of our common stock below net asset value may be dilutive to the net asset value of our common stock. See “Risk Factors—Risks Relating to Our Common Stock” in our most recent Annual Report on Form 10-K as well as “Risk Factors” included in this prospectus.

We may offer our securities directly to one or more purchasers, including existing stockholders in a rights offering, through agents that we designate from time to time or to or through underwriters or dealers. The prospectus supplement relating to each offering will identify any agents or underwriters involved in the sale of our securities, and will set forth any applicable purchase price, fee, commission or discount arrangement between us and our agents or underwriters or among our underwriters or the basis upon which such amount may be calculated. See “Plan of Distribution” below. We may not sell any of our securities through agents, underwriters or dealers without delivery of a prospectus supplement describing the method and terms of the offering of our securities.

Set forth below is additional information regarding offerings of our securities:

 

Use of proceeds

Unless otherwise specified in a prospectus supplement, we intend to use the net proceeds from the sale of our securities for general corporate purposes, which include, among other things, (a) investing in portfolio companies in accordance with our investment objective and (b) repaying indebtedness. Each supplement to this prospectus relating to an offering will more fully identify the use of the proceeds from such offering. See “Use of Proceeds” below.

 

Distributions

We currently intend to pay dividends or make other distributions to our stockholders on a quarterly basis out of assets legally available for distribution. We may also pay additional dividends or make additional distributions to our stockholders from time to time. Our quarterly and additional dividends or distributions, if any, will be determined by our Board. For more information, see “Price Range of Common Stock and Distributions” below.

 

Taxation

We have elected to be treated as a RIC for U.S. federal income tax purposes. As a RIC, we generally will not pay U.S. federal corporate-level income taxes on any income and gain that we distribute to our stockholders as dividends on a timely basis. Among other things, in order to maintain our RIC status, we must meet specified source of income and asset diversification requirements and

 

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distribute annually generally an amount equal to at least 90% of our investment company taxable income, out of assets legally available for distribution. See “Risk Factors—Risks Relating to Our Business and Structure—Our business may be adversely affected if it fails to maintain its qualification as a RIC” and “We may have difficulty paying our required distributions if it recognizes income before, or without, receiving cash representing such income” in our most recent Annual Report on Form 10-K and “Price Range of Common Stock and Distributions” below.

 

Dividend reinvestment plan

We have a dividend reinvestment plan for our stockholders. This is an “opt out” dividend reinvestment plan. As a result, if we declare a cash dividend, then stockholders’ dividends will be automatically reinvested in additional shares of our common stock, unless they specifically “opt out” of the dividend reinvestment plan so as to receive cash. Stockholders whose cash dividends are reinvested in additional shares of our common stock will be subject to the same U.S. federal, state and local tax consequences as stockholders who elect to receive their dividends in cash. See “Dividend Reinvestment Plan” below.

 

The NASDAQ Global Market symbol

“CCAP”

 

Anti-takeover provisions

Our Board is divided into three classes of directors serving staggered three-year terms. This structure is intended to provide us with a greater likelihood of continuity of management, which may be necessary for us to realize the full value of our investments. A staggered Board also may serve to deter hostile takeovers or proxy contests, as may certain other measures adopted by us. See “Description of Our Capital Stock” below.

 

Leverage

We borrow funds to make additional investments. We use this practice, which is known as “leverage,” to attempt to increase returns to our stockholders, but it involves significant risks. See “Risk Factors,” “Senior Securities” and “Regulation—Indebtedness and Senior Securities” below. We are currently allowed to borrow amounts such that our asset coverage, as calculated pursuant to the 1940 Act, equals at least 150% after such borrowing (i.e. we are able to borrow up to two dollars for every dollar we have in assets less all liabilities and indebtedness not represented by senior securities issued by us). See “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Key Components of Operations” in our most recent Annual Report on Form 10-K.

 

  The amount of leverage that we employ at any particular time will depend on the Advisor’s and the Board’s assessments of market and other factors at the time of any proposed borrowing.

 

Management arrangements

Crescent Cap Advisors, LLC serves as our investment advisor. CCAP Administration, LLC serves as our administrator. For a description of

 

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Crescent Cap Advisors, LLC, CCAP Administration, LLC and our contractual arrangements with these companies, see “Business” in our most recent Annual Report on Form 10-K under the captions “Investment Advisory Agreement,” and “Administration Agreement.”

 

Available information

We are required to file periodic reports, proxy statements and other information with the SEC. This information is available free of charge by calling us collect at (310) 235-5900, by sending an e-mail to us at investor.relations@crescentcap.com or on our website at http://www.crescentbdc.com. Information contained on our website is not incorporated into this prospectus and you should not consider such information to be part of this prospectus. Such information is also available from the EDGAR database on the SEC’s website at www.sec.gov.

 

Incorporation of certain information by reference

This prospectus is part of a registration statement that we have filed with the SEC. The information incorporated by reference is considered to comprise a part of this prospectus from the date we file any such document. Any reports filed by us with the SEC subsequent to the date of this prospectus and before the date that any offering of any securities by means of this prospectus and any supplement thereto is terminated will automatically update and, where applicable, supersede any information contained in this prospectus or incorporated by reference in this prospectus. See “Incorporation of Certain Information by Reference” below.

 

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FEES AND EXPENSES

The following table is intended to assist you in understanding the costs and expenses that an investor in our common stock will bear, directly or indirectly, based on the assumptions set forth below. We caution you that some of the percentages indicated in the table below are estimates and may vary. The following table should not be considered a representation of our future expenses. Actual expenses may be greater or less than shown. Except where the context suggests otherwise, whenever this table contains a reference to our fees or expenses, we will pay such fees and expenses out of our net assets and, consequently, stockholders will indirectly bear these fees or expenses as our investors

 

Stockholder transaction expenses (as a percentage of offering price):

  

Sales load

     —   (1) 

Offering expenses

     —   (2) 

Dividend reinvestment plan expenses

    
Variable
Transaction Fee
 
(3) 
  

 

 

 

Total stockholder transaction expenses paid

     —   (4) 
  

 

 

 

Annual expenses (as a percentage of consolidated net assets attributable to common stock)(5):

  

Base management fees

     2.28 %(6) 

Incentive fees payable under Investment Advisory Agreement

     1.62 %(7) 

Interest payments on borrowed funds

     2.98 %(8) 

Other expenses

     0.93 %(9) 

Acquired fund fees and expenses

     0.46 %(10) 
  

 

 

 

Total annual expenses

     8.27 % (11) 
  

 

 

 

 

(1)

In the event that the securities to which this prospectus relates are sold to or through underwriters, a corresponding prospectus supplement will disclose the applicable sales load (underwriting discount or commission). Purchases of shares of our common stock on the secondary market are not subject to sales charges but may be subject to brokerage commissions or other charges. The table does not include any sales load that stockholders may have paid in connection with their purchase of shares of our common stock.

(2)

The related prospectus supplement will disclose the estimated amount of offering expenses, the offering price and the offering expenses borne by us as a percentage of the offering price.

(3)

The expenses of the dividend reinvestment plan are included in “Other expenses.” The plan administrator’s fees under the plan are paid by us. If a participant elects by notice to the plan administrator in advance of termination to have the plan administrator sell part or all of the shares held by the plan administrator in the participant’s account and remit the proceeds to the participant, the plan administrator is authorized to deduct a transaction fee of up to $15 plus a $0.10 per share fee from the proceeds. See “Dividend Reinvestment Plan” below for more information.

(4)

The related prospectus supplement will disclose the offering price and the total stockholder transaction expenses as a percentage of the offering price.

(5)

The “consolidated net assets attributable to common stock” used to calculate the percentages in this table is our net assets as of March 31, 2021.

(6)

The base management fee referenced in the table above is estimated by annualizing the actual base management fees incurred during the three months ended March 31, 2021.

 

The base management fee under the Amended and Restated Investment Advisory Agreement, dated as of January 5, 2021, by and between us and the Advisor (the “Investment Advisory Agreement”) is calculated and payable quarterly in arrears at an annual rate of 1.25% of our average gross assets, including assets purchased with borrowed funds or other forms of leverage, but, excluding cash and cash equivalents,

 

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  investment in Great American Capital Partners II LP (“GACP II”) and adjusted for share issuances or repurchases. For more detailed information about the base management fee and the Investment Advisory Agreement, please see Note 3 to our consolidated financial statements for the quarter ended March 31, 2021.
(7)

The incentive fee referenced in the table above is estimated by annualizing the actual incentive fees incurred during the three months ended March 31, 2021.

 

 

The incentive fee consists of two parts, one based on income and the other based on capital gains, that are determined independent of each other, with the result that one component may be payable even if the other is not:

 

  -

The first part, the “Income Incentive Fee,” is calculated and payable quarterly in arrears and equals 100% of the pre-incentive fee net investment income for the immediately preceding calendar quarter, if any, that exceeds a preferred return of 1.75% per quarter (7% annualized) (the “Hurdle”), but is less than or equal to 1.8182% in the calendar quarter; and 17.5% of the amount of pre-incentive fee net investment income, if any, that exceeds 1.8182% in the calendar quarter provided, however, that the Advisor has agreed to waive the Income Incentive Fee from February 1, 2020 through July 31, 2021. The Advisor has notified the Company that, upon expiration of the current fee waivers on July 31, 2021, it intends to voluntarily waive income incentive fees to the extent net investment income falls short of the declared dividend on a full dollar basis through December 31, 2022.

 

  -

The second part, the capital gains incentive fee, is determined and payable in arrears as of the end of each fiscal year at a rate of 17.5% of our realized capital gains, if any, on a cumulative basis from the Inception through the end of the fiscal year, computed net of all realized capital losses and unrealized capital depreciation on a cumulative basis, less the aggregate amount of any previously paid capital gain incentive fees.

 

 

For more detailed information about the incentive fee, please see Note 3 to our consolidated financial statements for the quarter ended March 31, 2021.

(8)

Interest payments on borrowed funds referenced in the table above are estimated by annualizing the actual amounts incurred during the three months ended March 31, 2021.

At March 31, 2021, the weighted average effective interest rate for total debt outstanding was 3.25%. We may borrow funds from time to time to make investments to the extent we determine that the economic situation is conducive to doing so. Our stockholders indirectly bear the costs of borrowings under any debt instruments that we may enter into.

(9)

Other expenses referenced in the table above are estimated by annualizing the actual amounts incurred during the three months ended March 31, 2021.

 

 

Other expenses include various overhead expenses, professional fees, director fees, and payments under the Amended and Restated Administration Agreement. See “Corporate Governance-Certain Relationships and Related Party Transactions-Administration Agreements” in our most recent Annual Report on Form 10-K.

(10)

Our stockholders indirectly bear the expenses of underlying funds or other investment vehicles in which we invest that (1) are investment companies or (2) would be investment companies under Section 3(a) of the 1940 Act but for the exceptions to that definition provided for in Sections 3(c)(1) and 3(c)(7) of the 1940 Act.

(11)

“Total annual expenses” as a percentage of consolidated net assets attributable to common stock are higher than the total annual expenses percentage would be for a company that is not leveraged. We borrow money to leverage and increase our total assets. The SEC requires that the “Total annual expenses” percentage be calculated as a percentage of net assets (defined as total assets less indebtedness and before taking into account any income based fees or capital gains incentive fees accrued during the period), rather than the total assets, including assets that have been funded with borrowed monies.

 

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Example

The following example demonstrates the projected dollar amount of total cumulative expenses over various periods with respect to a hypothetical investment in our common stock, assuming asset coverage ratio of 216% (Corporation’s actual asset coverage as of March 31, 2021) and total annual expenses of 5.74% of net assets attributable to common stock as set forth in the fees and expenses table above, and (x) a 5.0% annual return resulting entirely from net realized capital gains (none of which is subject to the incentive fee) and (y) a 5.0% annual return resulting entirely from net realized capital gains (all of which is subject to the incentive fee based on capital gains). Transaction expenses are included in the following example. This example and the expenses in the table above should not be considered a representation of our future expenses, and actual expenses (including cost of debt, if any, and other expenses) may be greater or less than those shown.

 

You would pay the following expenses on a

$1,000 common stock investment:

   1 year      3 years      5 years      10 years  

assuming a 5% annual return resulting entirely from net realized capital gains (none of which is subject to the capital gains incentive fee)(1)

   $ 87      $ 251      $ 403      $ 738  

assuming a 5% annual return resulting entirely from net realized capital gains (all of which is subject to the incentive fee based on capital gains)(2)

   $ 96      $ 274      $ 436      $ 782  

 

(1)

Assumes that we will not realize any capital gains computed net of all realized capital losses and unrealized capital depreciation.

(2)

Assumes no unrealized capital depreciation and a 5% annual return resulting entirely from net realized capital gains and therefore subject to the incentive fee based on capital gains. Because our investment strategy involves investments that generate primarily current income, we believe that a 5% annual return resulting entirely from net realized capital gains is unlikely.

The foregoing table is to assist you in understanding the various costs and expenses that an investor in our common stock will bear directly or indirectly. While the example assumes, as required by the SEC, a 5% annual return, our performance will vary and may result in a return greater or less than 5%. Because the income portion of the incentive fee under the Investment Advisory Agreement is unlikely to be significant assuming a 5% annual return, the second example assumes that the 5% annual return will be generated entirely through net realized capital gains and, as a result, will trigger the payment of the capital gains portion of the incentive fee under the Investment Advisory Agreement. The income portion of the incentive fee under the Investment Advisory Agreement, assuming a 5% annual return, would either not be payable or have an immaterial impact on the expense amounts shown above, is not included in the example. If we achieve sufficient returns on our investments, including through net realized capital gains, to trigger an incentive fee of a material amount, our expenses, and returns to our investors, would be higher. In addition, while the example assumes reinvestment of all dividends and distributions at net asset value, under certain circumstances, reinvestment of dividends and other distributions under our dividend reinvestment plan may occur at a price per share that differs from net asset value.

This example and the expenses in the table above should not be considered a representation of our future expenses as, and actual expenses (including the cost of debt, if any, and other expenses) that we may incur in the future and such actual expenses may be greater or less than those shown.

 

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FINANCIAL HIGHLIGHTS

The following table of financial highlights is intended to help a prospective investor understand the Company’s financial performance for the periods shown. The financial data set forth in the following table as of and for the years ended December 31, 2020, 2019, 2018, 2017, 2016, and 2015 are derived from our consolidated financial statements, which have been audited by Ernst & Young LLP, an independent registered public accounting firm whose reports thereon are incorporated by reference in this prospectus, certain documents incorporated by reference in this prospectus or the accompanying prospectus supplement, or our Annual Reports on Form 10-K filed with the SEC, which may be obtained from www.sec.gov or upon request. The financial data set forth in the following table as of and for the three months ended March 31, 2021 is derived from our unaudited financial statements, but in the opinion of management, reflects all adjustments (consisting only of normal recurring adjustments) that are necessary to present fairly the results of such interim period. Interim results as of and for the three months ended March 31, 2021 are not necessarily indicative of the results that may be expected for the year ending December 31, 2021. You should read these financial highlights in conjunction with our consolidated financial statements and notes thereto and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included in this prospectus, any documents incorporated by reference in this prospectus or the accompanying prospectus supplement, or our Annual Reports on Form 10-K filed with the SEC.

 

    For the
three months
ended
March 31,
2021
    For the year
ended
December 31,
2020
    For the year
ended
December 31,
2019
    For the year
ended
December 31,
2018
    For the year
ended
December 31,
2017
    For the year
ended
December 31,
2016
    For the
period from
February 5,
2015
(Inception) to
December 31,
2015*
 

Per Share Data:(1)

             

Net asset value, beginning of period

  $ 19.88     $ 19.50     $ 19.43     $ 20.10     $ 20.08     $ 19.13     $ 20.00  

Net investment income after tax

    0.41       1.80       1.83       1.65       1.31       1.23       0.55  

Net realized and unrealized gains (losses) on investments and forward contracts, net of taxes

    0.35       0.18       (0.14     (0.89     (0.11     1.04       (1.87
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net increase (decrease) in net assets resulting from operations

    0.76       1.98       1.69       0.76       1.20       2.27       (1.32
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Effect of equity issuances

    0.01       0.04       0.03       0.06       0.02       (0.20     0.77  

Distributions declared from net investment income(2)

    (0.41     (1.64     (1.64     (1.47     (1.18     (1.10     (0.27

Distributions from net realized gains

    —         —         —         —         —         —         —    

Total distributions to stockholders

    —         (1.64     (1.64     (1.47     (1.18     (1.10     (0.27

Offering costs

    —         —         (0.01     (0.02     (0.02     (0.02     (0.05
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total increase (decrease) in net assets

    0.36       0.38       0.07       (0.67     0.02       0.95       (0.87
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net asset value, end of period

  $ 20.24     $ 19.88     $ 19.50     $ 19.43     $ 20.10     $ 20.08     $ 19.13  

Shares outstanding, end of period

    28,167,360       28,167,360       20,862,314       13,358,289       8,597,116       6,376,850       4,056,316  

Weighted average shares outstanding

    28,167,360       27,681,757       17,344,640       10,719,485       7,562,447       5,191,589       2,855,996  

Per share market value at end of period

  $ 17.18     $ 14.57     $ —       $ —       $ —       $ —       $ —    

Total return based on market value(3)

    20.73     1.47     —       —       —       —       —  

Total return based on net asset value(4)

    3.87     10.36     8.81     4.06     5.99     10.70     (3.00

 

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    For the
three months
ended
March 31,
2021
    For the year
ended
December 31,
2020
    For the year
ended
December 31,
2019
    For the year
ended
December 31,
2018
    For the year
ended
December 31,
2017
    For the year
ended
December 31,
2016
    For the
period from
February 5,
2015
(Inception) to
December 31,
2015*
 

Ratio/Supplemental Data:

             

Net assets, end of period(5)

  $ 569,987     $ 560,000     $ 406,917     $ 259,579     $ 172,800     $ 128,056     $ 77,586  

Ratio of total net expenses to average net assets(6)(7)

    6.46     5.34     6.54     7.33     8.02     7.17     7.65

Ratio of net expenses (without incentive fees and interest and other debt expenses) to average net assets (7)

    2.32     2.24     2.50     3.06     3.53     4.08     5.53

Ratio of net investment income before taxes to average net assets(7)

    8.30     10.10     9.61     8.48     6.45     6.14     3.17

Ratio of interest and credit facility expenses to average net assets(8)

    3.01     3.10     4.03     4.01     3.44     2.59     2.12

Ratio of incentive fees to average net assets

    1.13     —       —       0.26     1.05     0.50     —  

Ratio of portfolio turnover to average investments at fair value(9)

    7.38     28.01     23.97     27.89     19.27     34.36     4.08

Weighted average debt outstanding(5)

  $ 486,784     $ 421,066     $ 275,905     $ 182,328     $ 133,486     $ 78,294     $ 23,591  

Asset coverage ratio

    216     217     225     209     214     236     242

 

*

The Company was formed on February 5, 2015 and commenced operations on June 26, 2015.

(1)

Based on actual number of shares outstanding at the end of the corresponding period or the weighted average shares outstanding for the period, unless otherwise noted, as appropriate.

(2)

The per share data for distributions per share reflects the actual amount of distributions declared per share for the applicable periods.

(3)

Total return based on market value is calculated as the change in market value per share during the period, taking into account dividends, if any, reinvested in accordance with the Company’s dividend reinvestment plan. The beginning market value per share is based on the market price of $16.40 per share on February 3, 2020, the date of the Company’s listing on NASDAQ, and not annualized.

(4)

Total return based on net asset value is calculated as the change in net asset value per share during the period plus declared dividends per share during the period, divided by the beginning net asset value per share.

(5)

In thousands.

(6)

The ratio of total expenses to average net assets in the table above reflects the Advisor’s voluntary waivers of its right to receive a portion of the management fees and income incentive fees with respect to the Company’s ownership in GACP II. Excluding the effects of waivers, the ratio of total expenses to average net assets would have been 6.48%, 5.37%, 6.58% and 7.36% for the three months ended March 31, 2021 and years ended December 31, 2020, December 31, 2019 and December 31, 2018, respectively. The GACP II investment was made after 2018, and as such, the 2017, 2016 and 2015 ratios were not affected.

(7)

Annualized except for organization expenses.

(8)

Annualized.

(9)

Not annualized for the three months ended March 31, 2021.

 

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RISK FACTORS

You should carefully consider the risk factors described below, and in the section titled “Risk Factors” in the applicable prospectus supplement and any related free writing prospectus, and the risks discussed in the section titled “Item 1A. Risk Factors” in our Annual Report on Form 10-K, which is incorporated by reference herein, and any subsequent filings we have made with the SEC that are incorporated by reference into this prospectus or any prospectus supplement, together with all of the other information included in this prospectus, the accompanying prospectus supplement and any documents incorporated by reference herein, including our consolidated financial statements and the related notes thereto, before you decide whether to make an investment in our securities. The risks set out below and described in such documents are not the only risks we face. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial condition and/or operating results. If any of the following events occur, our business, financial condition and results of operations could be materially adversely affected. In such case, the net asset value of our common stock and the trading price, if any, of our securities could decline, and you may lose all or part of your investment.

Investors in offerings of our common stock will likely incur immediate dilution upon the closing of such offering.

We generally expect the public offering price of any offering of shares of our common stock to be higher than the book value per share of our outstanding common stock (unless we offer shares pursuant to a rights offering or after obtaining prior approval for such issuance from our stockholders and our independent directors). Accordingly, investors purchasing shares of our common stock in offerings pursuant to this prospectus may pay a price per share that exceeds the tangible book value per share after such offering.

Dilution represents the difference between the offering price and the tangible book value per share immediately after completion of an offering. You could experience dilution both as a result of the offering price and as a result of any shares you purchase in an offering of our common stock having a lower book value than shares held by our existing stockholders.

Your interest in us may be diluted if you do not fully exercise your subscription rights in any rights offering. In addition, if the subscription price is less than our net asset value per share, then you will experience an immediate dilution of the aggregate net asset value of your shares.

In the event we issue subscription rights, stockholders who do not fully exercise their subscription rights should expect that they will, at the completion of a rights offering pursuant to this prospectus, own a smaller proportional interest in us than would otherwise be the case if they fully exercised their rights. We cannot state precisely the amount of any such dilution in share ownership because we do not know at this time what proportion of the shares will be purchased as a result of such rights offering.

In addition, if the subscription price is less than the net asset value per share of our common stock, then our stockholders would experience an immediate dilution of the aggregate net asset value of their shares as a result of the offering. The amount of any decrease in net asset value is not predictable because it is not known at this time what the subscription price and net asset value per share will be on the expiration date of a rights offering or what proportion of the shares will be purchased as a result of such rights offering. Such dilution could be substantial. See “Risk Factors—The net asset value per share of our common stock may be diluted if we sell shares of our common stock in one or more offerings at prices below the then current net asset value per share of our common stock or securities to subscribe for or convertible into shares of our common stock” and “Sales of Common Stock Below Net Asset Value” below.

 

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We may initially invest a portion of the net proceeds of offerings pursuant to this prospectus primarily in high-quality short-term investments, which will generate lower rates of return than those expected from the interest generated on our target portfolio investments.

We may initially invest a portion of the net proceeds of offerings pursuant to this prospectus primarily in cash, cash equivalents, U.S. government securities and other high-quality short-term investments. These securities generally earn yields substantially lower than the income that we anticipate receiving once we are fully invested in accordance with our investment objective. As a result, we may not, for a time, be able to achieve our investment objective and/or we may need to, for a time, decrease the amount of any dividend that we may pay to our stockholders to a level that is substantially lower than the level that we expect to pay when the net proceeds of offerings are fully invested in accordance with our investment objective. If we do not realize yields in excess of our expenses, we may incur operating losses and the market price of our shares may decline.

The net asset value per share of our common stock may be diluted if we sell shares of our common stock in one or more offerings at prices below the then current net asset value per share of our common stock or securities to subscribe for or convertible into shares of our common stock.

We may sell our common stock, or warrants, options or rights to acquire shares of our common stock, at a price below the then-current net asset value per share of our common stock if our Board determines that such sale is in our best interests, and if our stockholders, including a majority (as defined in the 1940 Act), of (1) the outstanding shares of our common stock and (2) the outstanding shares of the our common stock held by persons that are not affiliated persons of the Company, approve such sale. In any such case, the price at which our securities are to be issued and sold may not be less than a price that, in the determination of our Board, closely approximates the market value of such securities (less any distributing commission or discount). We do not currently have authorization from our stockholders to issue our common stock at a price below the then-current net asset value per share.

Any decision to sell shares of our common stock below its then current net asset value per share or securities to subscribe for or convertible into shares of our common stock would be subject to the determination by our Board that such issuance is in our and our stockholders’ best interests.

If we were to sell shares of our common stock below its then current net asset value per share, such sales would result in an immediate dilution to the net asset value per share of our common stock. This dilution would occur as a result of the sale of shares at a price below the then current net asset value per share of our common stock and a proportionately greater decrease in the stockholders’ interest in our earnings and assets and their voting interest in us than the increase in our assets resulting from such issuance. Because the number of shares of common stock that could be so issued and the timing of any issuance is not currently known, the actual dilutive effect cannot be predicted.

In addition, if we issue warrants or securities to subscribe for or convertible into shares of our common stock, subject to certain limitations, the exercise or conversion price per share could be less than the net asset value per share at the time of exercise or conversion (including through the operation of anti-dilution protections). Because we would incur expenses in connection with any issuance of such securities, such issuance could result in a dilution of the net asset value per share at the time of exercise or conversion. This dilution would include reduction in the net asset value per share as a result of the proportionately greater decrease in the stockholders’ interest in our earnings and assets and their voting interest than the increase in our assets resulting from such issuance.

Further, if our current stockholders do not purchase any shares to maintain their percentage interest when we issue new shares, regardless of whether such offering is above or below the then current net asset value per share, their voting power will be diluted.

 

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We cannot predict how tax reform legislation will affect us, our investments, or our stockholders, and any such legislation could adversely affect our business.

Legislative or other actions relating to taxes could have a negative effect on us. The rules dealing with U.S. federal income taxation are constantly under review by persons involved in the legislative process and by the Internal Revenue Service (“IRS”) and the U.S. Treasury Department. We cannot predict with certainty how any changes in the tax laws might affect us, our stockholders, or our portfolio investments. New legislation and any U.S. Treasury regulations, administrative interpretations or court decisions interpreting such legislation could significantly and negatively affect our ability to qualify for tax treatment as a RIC or the U.S. federal income tax consequences to us and our stockholders of such qualification, or could have other adverse consequences. Stockholders are urged to consult with their tax advisor regarding tax legislative, regulatory, or administrative developments and proposals and their potential effect on an investment in our securities.

Our strategy involves a high degree of leverage. We intend to continue to finance our investments with borrowed money, which will magnify the potential for gain or loss on amounts invested and increases the risk of investing in us. The risks of investment in a highly leveraged fund include volatility and possible distribution restrictions.

The use of leverage magnifies the potential for gain or loss on amounts invested. The use of leverage is generally considered a speculative investment technique and increases the risks associated with investing in our securities. However, we have borrowed from, and may in the future issue debt securities to, banks, insurance companies and other lenders. Lenders of these funds have fixed dollar claims on our assets that are superior to the claims of our common stockholders, and we would expect such lenders to seek recovery against our assets in the event of a default. We may pledge up to 100% of our assets and may grant a security interest in all of our assets under the terms of any debt instruments we may enter into with lenders. In addition, under the terms of our credit facilities and any borrowing facility or other debt instrument we may enter into, we are likely to be required to use the net proceeds of any investments that we sell to repay a portion of the amount borrowed under such facility or instrument before applying such net proceeds to any other uses. If the value of our assets decreases, leveraging would cause net asset value to decline more sharply than it otherwise would have had we not leveraged, thereby magnifying losses or eliminating our stake in a leveraged investment. Similarly, any decrease in our revenue or income will cause our net income to decline more sharply than it would have had we not borrowed. Such a decline would also negatively affect our ability to make dividend payments on our common stock or preferred stock. Our ability to service any debt will depend largely on our financial performance and will be subject to prevailing economic conditions and competitive pressures. In addition, our common stockholders will bear the burden of any increase in our expenses as a result of our use of leverage, including interest expenses and any increase in the base management fee payable to the Advisor.

There can be no assurance that our business will generate sufficient cash flow from operations or that future borrowings will be available to us under our credit facilities or otherwise in an amount sufficient to enable us to repay our indebtedness or to fund our other liquidity needs. We may need to refinance all or a portion of our indebtedness on or before it matures. There can be no assurance that we will be able to refinance any of our indebtedness on commercially reasonable terms or at all. If we cannot service our indebtedness, we may have to take actions such as selling assets or seeking additional equity. There can be no assurance that any such actions, if necessary, could be effected on commercially reasonable terms or at all, or on terms that would not be disadvantageous to stockholders or on terms that would not require us to breach the terms and conditions of our existing or future debt agreements.

As a BDC, we are generally required to meet a coverage ratio of total assets to total borrowings and other senior securities, which include all of our borrowings and any preferred stock that we may issue in the future, of at least 150%. If this ratio declines below 150%, we will not be able to incur additional debt and could be required to sell a portion of our investments to repay some debt when we are otherwise disadvantageous for us to do so. This could have a material adverse effect on our operations, and we may not be able to make distributions.

 

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The amount of leverage that we employ will depend on the Advisor’s assessment of market and other factors at the time of any proposed borrowing. We cannot assure stockholders that we will be able to obtain credit at all or on terms acceptable to it.

The following table illustrates the effect on return to a holder of our common stock of the leverage created by our use of borrowing at the weighted average stated interest rate of 3.25% as of March 31, 2021, together with (a) our total value of net assets as of March 31, 2021; (b) approximately $487.9 million in aggregate principal amount of indebtedness outstanding as of March 31, 2021 and (c) hypothetical annual returns on our portfolio of minus 15% to plus 15%.

 

Assumed Return on Portfolio (Net of Expenses)(1)

     -15.00     -10.00     -5.00         5.00     10.00     15.00

Corresponding Return to Common Stockholders(2)

     -31.12     -21.67     -12.23     -2.78     6.66     16.11     25.56

 

(1)

The assumed portfolio return is required by SEC regulations and is not a prediction of, and does not represent, our projected or actual performance. Actual returns may be greater or less than those appearing in the table. Pursuant to SEC regulations, this table is calculated as of March 31, 2021. As a result, it has not been updated to take into account any changes in assets or leverage since March 31, 2021.

(2)

In order to compute the “Corresponding Return to Common Stockholders,” the “Assumed Return on Portfolio” is multiplied by the total value of our assets at March 31, 2021 to obtain an assumed return to us. From this amount, the interest expense (calculated by multiplying the weighted average stated interest rate of 3.25% by the approximately $487.9 million of principal debt outstanding) is subtracted to determine the return available to stockholders. The return available to stockholders is then divided by the total value of our net assets as of March 31, 2021 to determine the “Corresponding Return to Common Stockholders.”

 

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FORWARD-LOOKING STATEMENTS

Some of the statements included or incorporated by reference in this prospectus and the accompanying prospectus supplement, constitute forward-looking statements, which relate to future events or our future performance or financial condition. The forward-looking statements contained in this prospectus and the accompanying prospectus supplement, including the documents we incorporate by reference herein and therein, involve a number of risks and uncertainties, including statements concerning:

 

   

uncertainty surrounding the financial stability of the United States, Europe and China;

 

   

the ability of our investment advisor to locate suitable investments for us and to monitor and administer our investments;

 

   

potential fluctuation in quarterly operating results;

 

   

potential impact of economic recessions or downturns;

 

   

adverse developments in the credit markets;

 

   

regulations governing our operation as a business development company;

 

   

operation in a highly competitive market for investment opportunities;

 

   

changes in interest rates may affect our cost of capital and net investment income;

 

   

the impact of the elimination of the London Interbank Offered Rate (“LIBOR”) on our operating results;

 

   

financing investments with borrowed money;

 

   

potential adverse effects of price declines and illiquidity in the corporate debt markets;

 

   

the impact of COVID-19 on our portfolio companies and the markets in which they operate, interest rates and the economy in general;

 

   

lack of liquidity in investments;

 

   

the outcome and impact of any litigation;

 

   

the timing, form and amount of any dividends or other distributions;

 

   

risks regarding distributions;

 

   

potential adverse effects of new or modified laws and regulations;

 

   

the social, geopolitical, financial, trade and legal implications of Brexit;

 

   

potential resignation of the Advisor and or the Administrator;

 

   

uncertainty as to the value of certain portfolio investments;

 

   

defaults by portfolio companies;

 

   

our ability to successfully complete and integrate any acquisitions;

 

   

risks associated with original issue discount (“OID”) and payment-in-kind (“PIK”) interest income; and

 

   

the market price of our common stock may fluctuate significantly.

We use words such as “anticipates,” “believes,” “expects,” “intends,” “will,” “should,” “may” and similar expressions to identify forward-looking statements, although not all forward-looking statements include these words. Our actual results and condition could differ materially from those implied or expressed in the forward-looking statements for any reason, including the factors set forth in “Risk Factors” and the other information included in this prospectus and the accompanying prospectus supplement, including the documents we incorporate by reference herein and therein.

 

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You should not place undue reliance on these forward-looking statements, which are based on information available to us as of the date of this prospectus or the prospectus supplement, as applicable, including any documents incorporated by reference. Except as required by the federal securities laws, we undertake no obligation to revise or update any forward-looking statements, whether as a result of new information, future events or otherwise.

 

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USE OF PROCEEDS

Unless otherwise specified in a prospectus supplement, we intend to use the net proceeds from the sale of our securities for general corporate purposes, which include investing in portfolio companies in accordance with our investment objective. We also expect to use the net proceeds of an offering to repay or repurchase outstanding indebtedness, if any, which may include indebtedness ($508.8 million aggregate principal amount outstanding as of August 4, 2021) under (a) the $350 million loan and security agreement of our wholly owned subsidiary Crescent Capital BDC Funding, LLC (the “SPV Asset Facility”) ($245.2 million outstanding as of August 4, 2021), (b) our $200 million revolving credit facility (the “Corporate Revolving Facility”) ($78.6 million outstanding as of August 4, 2021), (c) our $50 million in aggregate principal amount of unsecured notes (the “2023 Unsecured Notes”) that mature on July 30, 2023 ($50.0 million aggregate principal amount outstanding as of August 4, 2021) and (d) $135.0 million of unsecured notes (the “2026 Unsecured Notes”) that mature on February 17, 2026 ($135.0 million aggregate principal amount outstanding as of August 4, 2021.). See “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our most recent Annual Report on Form 10-K.

The interest charged on the indebtedness incurred under the SPV Asset Facility is based on LIBOR plus an applicable spread between 1.65% or 2.10%, determined based on the proportion of liquid and illiquid loans pledged to the SPV Asset Facility. The stated maturity date for the SPV Asset Facility is June 22, 2026. The interest rate charged on the indebtedness incurred under the Corporate Facility is based on LIBOR plus 2.35% per annum. The stated maturity date of the Corporate Revolving Facility is August 20, 2024.

The interest charged on the 2023 Unsecured Notes and the 2026 Unsecured Notes is as follows: (a) 5.95% in the case of the 2023 Unsecured Notes and (b) 4.00% in the case of the 2026 Unsecured Notes. The 2023 Unsecured Notes mature on July 30, 2023 and the 2026 Unsecured Notes mature on February 17, 2026. The supplement to this prospectus relating to an offering may more fully identify the use of the proceeds from such offering.

We anticipate that substantially all of the net proceeds of an offering of securities pursuant to this prospectus and its related prospectus supplement will be used for the above purposes within three months of any such offering, depending on the availability of appropriate investment opportunities consistent with our investment objective, but no longer than within six months of any such offerings.

Our primary investment objective is to maximize the total return to our stockholders in the form of current income and capital appreciation through debt and related equity investments. We seek to create a broad and diversified portfolio that generally includes senior secured first lien, unitranche, senior secured second lien and subordinated loans and minority equity securities of U.S. middle market companies. We may on occasion invest in larger or smaller companies. Our investments may include non-cash income features, including payment-in-kind interest and original issue discount. We may also invest in securities that are rated below investment grade (e.g., junk bonds) by rating agencies or that would be rated below investment grade if they were rated. We also may invest up to 30% of our portfolio in non-qualifying assets, as permitted by the 1940 Act. See “Regulation” below. Specifically, as part of this 30% basket, we may invest in entities that are not considered “eligible portfolio companies” (as defined in the 1940 Act), including companies located outside of the United States, entities that are operating pursuant to certain exceptions under the 1940 Act, and publicly traded entities whose public equity market capitalization exceeds the levels provided for under the 1940 Act. Pending such investments, we will invest a portion of the net proceeds primarily in cash, cash equivalents, U.S. government securities and other high-quality short-term investments. These securities generally earn yields substantially lower than the income that we anticipate receiving once we are fully invested in accordance with our investment objective. As a result, we may not, for a time, be able to achieve our investment objective and/or we may need to, for a time, decrease the amount of any dividend that we may pay to our stockholders to a level that is substantially lower than the level that we expect to pay when the net proceeds of offerings are fully invested in accordance with our investment objective. If we do not realize yields in excess of our expenses, we may incur operating losses and the market price of our common stock and debt securities may decline. See “Regulation—Temporary Investments” below for additional information about temporary investments we may make while waiting to make longer-term investments in pursuit of our investment objective.

 

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PRICE RANGE OF COMMON STOCK AND DISTRIBUTIONS

Our common stock is traded on The NASDAQ Global Market under the symbol “CCAP.” Our common stock has historically traded at prices below our net asset value per share. It is not possible to predict whether our common stock will trade at, above or below net asset value. See “Risk Factors—Risks Relating to Our Common Stock—Our shares of common stock have traded at a discount from net asset value and may do so again in the future, which could limit our ability to raise additional equity capital” in our most recent Annual Report on Form 10-K.

The following table sets forth, for the first three quarters of the year ending December 31, 2020, the net asset value per share of our common stock, the range of high and low closing sales prices of our common stock, the closing sales price as a premium (discount) to net asset value and the dividends or other distributions declared by us. On August 4, 2021, the last reported closing sales price of our common stock on The NASDAQ Global Market was $18.56 per share, which represented a discount of approximately 4.2% to the net asset value per share reported by us as of March 31, 2021.

 

     Net
Asset

Value(1)
     Price Range      High
Sales Price
Premium
(Discount)
to Net Asset

Value(2)
    Low
Sales Price
Premium
(Discount)
to Net Asset

Value(2)
    Cash
Dividend
Per

Share(3)
 
     High      Low  

Year ended December 31, 2020

               

First Quarter(4)

   $ 16.52      $ 17.10      $ 6.21        3.51     (62.4 )%    $ 0.41  

Second Quarter

   $ 18.12      $ 13.25      $ 8.68        (26.9 )%      (52.1 )%    $ 0.41  

Third Quarter

   $ 19.07      $ 13.81      $ 11.65        (27.6 )%      (38.9 )%    $ 0.41  

Fourth Quarter

   $ 19.88      $ 15.25      $ 12.40        (23.3 )%      (37.6 )%    $ 0.41  

Year ended December 31, 2021

               

First Quarter

   $ 20.24      $ 18.17      $ 14.72        (10.2 )%      (27.3 )%    $ 0.41  

Second Quarter

     *      $ 19.95      $ 17.05        *       *     $ 0.41  

Third Quarter (through August 4, 2021)

     *      $ 19.09      $ 18.40        *       *        

 

(1)

Net asset value per share is determined as of the last day in the relevant quarter and therefore may not reflect the net asset value per share on the date of the high and low closing sales prices. The net asset values shown are based on outstanding shares at the end of the relevant quarter.

(2)

Calculated as the respective high or low closing sales price less net asset value, divided by net asset value (in each case, as of the applicable quarter).

(3)

Represents the dividend or other distribution declared in the relevant quarter.

(4)

Shares of our common stock began trading on The NASDAQ Global Market under the symbol “CCAP” on February 3, 2020, in connection with our acquisition of Alcentra Capital Corporation. The price range for such quarter has been calculated as of such date.

*

Net asset value has not yet been calculated for this period.

To the extent that we have taxable income available, we distribute quarterly dividends to our stockholders. The amount of our dividends, if any, are determined by our Board. Dividends and other distributions are recorded on the record date. The amount to be paid out as a dividend is determined by the Board each quarter and is generally based upon the earnings estimated by management. Distributions will generally be paid from net investment income. Net realized capital gains, if any, are distributed at least annually, although we may decide to retain such capital gains for investment. If we do not generate sufficient net investment income during a year, all or part of a distribution may constitute a return of capital. The specific tax characteristics of our dividends and other distributions will be reported to stockholders after the end of each calendar year. Any dividends to our stockholders will be declared out of assets legally available for distribution.

We have elected to be treated as a BDC under the 1940 Act. We have also elected to be treated as a RIC under the Internal Revenue Code. So long as we maintain our status as a RIC, we will generally not pay

 

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corporate-level U.S. federal income or excise taxes on any ordinary income or capital gains that we distribute at least annually to our stockholders as dividends. As a result, any tax liability related to income earned and distributed by us represents obligations of our stockholders and will not be reflected in our consolidated financial statements.

In order for us not to be subject to federal excise taxes, we must distribute annually an amount at least equal to the sum of (i) 98% of our ordinary income (taking into account certain deferrals and elections), (ii) 98.2% of our net capital gains from the current year and (iii) any undistributed ordinary income and net capital gains from preceding years. At our discretion, we may carry forward taxable income in excess of calendar year dividends and pay a 4% excise tax on this income. If we choose to do so, this generally would increase expenses and reduce the amount available to be distributed to stockholders. We will accrue excise tax on estimated undistributed taxable income as required.

We intend to make distributions in cash unless a stockholder elects to receive dividends and/or long-term capital gains distributions in additional shares of common stock. We can offer no assurance that we will achieve results that will permit the payment of any cash distributions and, if we issue senior securities, we will be prohibited from making distributions if doing so causes us to fail to maintain the asset coverage ratios stipulated by the 1940 Act or if distributions are limited by the terms of any of our borrowings.

The following tables summarize our dividends declared and payable for the three months ended March 31, 2021 and the years ended December 31, 2020, 2019, 2018, 2017, 2016 and the period from February 5, 2015 to December 31, 2015(1):

 

Date Declared    Record
Date
   Payment
Date
   Per
Share
Amount
 

May 10, 2021

   June 30, 2021    July 15, 2021    $ 0.41  

February 22, 2021

   March 31, 2021    April 15, 2021    $ 0.41  

November 4, 2020

   December 31, 2020    January 15, 2021    $ 0.41  

August 7, 2020

   September 30, 2020    October 15, 2020    $ 0.41  

May 11, 2020

   June 30, 2020    July 15, 2020    $ 0.41  

March 3, 2020

   March 31, 2020    April 15, 2020    $ 0.41  

November 8, 2019

   December 30, 2019    January 17, 2020    $ 0.41  

September 27, 2019

   September 27, 2019    October 18, 2019    $ 0.41  

June 28, 2019

   June 28, 2019    July 18, 2019    $ 0.41  

March 29, 2019

   March 29, 2019    April 12, 2019    $ 0.41  

December 31, 2018

   December 31, 2018    January 15, 2019    $ 0.40  

September 27, 2018

   September 28, 2018    October 12, 2018    $ 0.38  

June 19, 2018

   June 20, 2018    July 13, 2018    $ 0.37  

March 29, 2018

   March 30, 2018    April 13, 2018    $ 0.32  

 

(1)

We were formed on February 5, 2015 and commenced operations on June 26, 2015.

We cannot assure you that we will achieve results that will permit the payment of any cash distributions. We maintain an “opt out” dividend reinvestment plan for our common stockholders. As a result, if we declare a cash dividend, stockholders’ cash dividends will be automatically reinvested in additional shares of our common stock, unless they specifically “opt out” of the dividend reinvestment plan so as to receive cash dividends. See “Dividend Reinvestment Plan” below.

 

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SENIOR SECURITIES

Information about our senior securities (including preferred stock, debt securities and other indebtedness) is shown in the following table as of the dates indicated in the table below. The report of our independent registered public accounting firm, Ernst & Young LLP, on the senior securities table for each of the five years in the period ended December 31, 2020 and the period from February 5, 2015 (inception) through December 31, 2015 is attached as an exhibit to the registration statement of which this prospectus is a part.

 

Class and Year    Total
Amount
Outstanding
Exclusive of
Treasury
Securities(1)
     Asset
Coverage
Per
Unit(2)
     Involuntary
Liquidating
Preference
Per Unit(3)
     Average
Market
Value
Per
Unit(4)
 

SPV Asset Facility

           

Fiscal 2021 (As of March 31, 2021, unaudited)

   $ 272,510      $ 2,163        —          N/A  

Fiscal 2020

   $ 260,210      $ 2,166        —          N/A  

Fiscal 2019

   $ 220,687      $ 2,250        —          N/A  

Fiscal 2018

   $ 159,629      $ 2,085        —          N/A  

Fiscal 2017

   $ 86,629      $ 2,135        —          N/A  

Fiscal 2016

   $ 47,629      $ 2,347        —          N/A  

Fiscal 2015

   $ —        $ —          —          N/A  

Revolving Credit Facility(5)

           

Fiscal 2021 (As of March 31, 2021, unaudited)

   $ —        $ —          —          N/A  

Fiscal 2020

   $ —        $ —          —          N/A  

Fiscal 2019

   $ —        $ —          —          N/A  

Fiscal 2018

   $ —        $ —          —          N/A  

Fiscal 2017

   $ —        $ —          —          N/A  

Fiscal 2016

   $ 47,810      $ 2,347        —          N/A  

Fiscal 2015

   $ 54,810      $ 2,415        —          N/A  

Revolving Credit Facility II(6)

           

Fiscal 2021 (As of March 31, 2021, unaudited)

   $ —        $ —          —          N/A  

Fiscal 2020

   $ —        $ —          —          N/A  

Fiscal 2019

   $ —        $ —          —          N/A  

Fiscal 2018

   $ 78,310      $ 2,085        —          N/A  

Fiscal 2017

   $ 65,310      $ 2,135        —          N/A  

Fiscal 2016

   $ —        $ —          —          N/A  

Fiscal 2015

   $ —        $ —          —          N/A  

Corporate Revolving Facility

           

Fiscal 2021 (As of March 31, 2021, unaudited)

   $ 115,404      $ 2,163        —          N/A  

Fiscal 2020

   $ 149,904      $ 2,166        —          N/A  

Fiscal 2019

   $ 104,754      $ 2,250        —          N/A  

Fiscal 2018

   $ —        $ —          —          N/A  

Fiscal 2017

   $ —        $ —          —          N/A  

Fiscal 2016

   $ —        $ —          —          N/A  

Fiscal 2015

   $ —        $ —          —          N/A  

2023 Unsecured Notes

           

Fiscal 2021 (As of March 31, 2021, unaudited)

   $ 50,000      $ 2,163        —          N/A  

Fiscal 2020

   $ 50,000      $ 2,166        —          N/A  

Fiscal 2019

   $ —        $ —          —          N/A  

Fiscal 2018

   $ —        $ —          —          N/A  

Fiscal 2017

   $ —        $ —          —          N/A  

Fiscal 2016

   $ —        $ —          —          N/A  

Fiscal 2015

   $ —        $ —          —          N/A  

 

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Table of Contents
Class and Year    Total
Amount
Outstanding
Exclusive of
Treasury
Securities(1)
     Asset
Coverage
Per
Unit(2)
     Involuntary
Liquidating
Preference
Per Unit(3)
     Average
Market
Value
Per
Unit(4)
 

2026 Unsecured Notes

           

Fiscal 2021 (As of March 31, 2021, unaudited)

   $ 50,000      $ 2,163        —          N/A  

Fiscal 2020

   $ —        $ —          —          N/A  

Fiscal 2019

   $ —        $ —          —          N/A  

Fiscal 2018

   $ —        $ —          —          N/A  

Fiscal 2017

   $ —        $ —          —          N/A  

Fiscal 2016

   $ —        $ —          —          N/A  

Fiscal 2015

   $ —        $ —          —          N/A  

Internotes(7)

           

Fiscal 2021 (As of March 31, 2021, unaudited)

   $ —        $ —          —          N/A  

Fiscal 2020

   $ 16,418      $ 2,166        —          N/A  

Fiscal 2019

   $ —        $ —          —          N/A  

Fiscal 2018

   $ —        $ —          —          N/A  

Fiscal 2017

   $ —        $ —          —          N/A  

Fiscal 2016

   $ —        $ —          —          N/A  

Fiscal 2015

   $ —        $ —          —          N/A  

 

(1)

Total amount of each class of senior securities outstanding at principal value at the end of the period presented.

(2)

The asset coverage ratio for a class of senior securities representing indebtedness is calculated as (i) the sum of (A) total assets at end of period and (B) other liabilities excluding total debt outstanding and accrued borrowing expenses at end of period, divided by (ii) the sum of total debt outstanding and accrued borrowing expenses at the end of the period. This asset coverage ratio is multiplied by $1,000 to determine the “Asset Coverage Per Unit”.

(3)

The amount to which such class of senior security would be entitled upon our involuntary liquidation in preference to any security junior to it.

(4)

Not applicable.

(5)

Our $50 million revolving credit facility with Natixis, New York Branch, as administrative agent and certain of its affiliates as lenders, dated as of June 29, 2015, which has been paid down in full and was terminated on June 29, 2017.

(6)

Our $75 million revolving credit facility with Capital One, National Association, as Administrative Agent, Lead Arranger, Managing Agent and Committed Lender, dated as of June 29, 2017, which has been paid down in full and was terminated on August 20, 2019.

(7)

We redeemed or paid down the remaining $16.4 million of InterNotes® during the first quarter of 2021.

 

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PORTFOLIO COMPANIES

The following table describes each of the businesses included in our portfolio and reflects data as of March 31, 2021. Percentages shown for class of investment securities held by us represent percentage of the class owned and do not necessarily represent voting ownership. Percentages shown for equity securities, other than warrants or options, represent the actual percentage of the class of security held before dilution. Percentages shown for warrants and options held represent the percentage of class of security we may own assuming we exercise our warrants or options before dilution.

We have indicated by footnote portfolio companies (a) where we directly or indirectly own more than 25% of the outstanding voting securities of such portfolio company and, therefore, are presumed to be “controlled” by us under the 1940 Act and (b) where we directly or indirectly own 5% to 25% of the outstanding voting securities of such portfolio company or where we hold one or more seats on the portfolio company’s board of directors and, therefore, are deemed to be an “affiliated person” under the 1940 Act. We directly or indirectly own less than 5% of the outstanding voting securities of all other portfolio companies (or have no other affiliations with such portfolio companies) listed on the table. We offer to make significant managerial assistance to certain of our portfolio companies. Where we do not hold a seat on the portfolio company’s board of directors, we may receive rights to observe such board meetings.

Where we have indicated by footnote the amount of undrawn commitments to portfolio companies to fund various revolving and delayed draw senior secured and subordinated loans, such undrawn commitments are presented net of (i) standby letters of credit treated as drawn commitments because they are issued and outstanding, (ii) commitments substantially at our discretion and (iii) commitments that are unavailable due to borrowing base or other covenant restrictions.

 

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PORTFOLIO COMPANIES

As of March 31, 2021

(dollar amounts in thousands)

(Unaudited)

 

Name and
Address of
Portfolio Company

 

Industry

 

Investment
Type

 

Interest

Term

  Maturity/
Dissolution
Date
    Principal
Amount,
Par Value
or Shares
    Cost     Fair
Value
    Percentage
of Class
Held
 

Abode Healthcare, Inc.

1099 Main Avenue, Suite 2000, Durango, CO 81301

  Health Care Equipment & Services   Senior Secured First Lien Revolver   L + 525 (100 Floor)     08/2025     $ —       $ (17   $ —      
    Senior Secured First Lien Term Loan   L + 525 (100 Floor)     08/2025     $ 1,995     $ 1,956     $ 1,995    
    Senior Secured First Lien Term Loan   L + 525 (100 Floor)     08/2025     $ 4,728     $ 4,655     $ 4,728    

Aegis Sciences Corporation

515 Great Circle Road, Nashville, TN 37228

  Health Care Equipment & Services   Senior Secured First Lien Term Loan   L + 550 (100 Floor)     05/2025     $ 7,249     $ 6,861     $ 6,760    

Affinitiv, Inc.

300 S. Wacker, Suite 900, Chicago, IL 60606

  Software & Services   Unitranche First Lien Revolver   L + 600 (100 Floor)     08/2024     $ —       $ (7   $ —      
    Unitranche First Lien Term Loan   L + 600 (100 Floor)     08/2024     $ 6,419     $ 6,338     $ 6,419    

Alion Science and Technology Corporation

1750 Tysons Boulevard Ste 1300, McLean, VA 22102

  Capital Goods   Common Stock         745,504     $ 766     $ 1,619       0.15

Allied Universal holdings, LLC

161 Washington Street, Suite 600, Conshohocken, PA 19428

  Commercial & Professional Services   Common Stock, Class A         2,242,341     $ 1,011     $ 2,806       0.07

Ameda, Inc.

485 Half Day Rd. #320, Buffalo Grove, IL 60089

  Health Care Equipment & Services   Senior Secured First Lien Revolver   L + 700 (100 Floor)     09/2022     $ 188     $ 186     $ 167    
    Senior Secured First Lien Term Loan   L + 700 (100 Floor)     09/2022     $ 2,194     $ 2,181     $ 2,042    

Anne Arundel Dermatology Management, LLC

1306 Concourse Dr, 201, Linthicum Heights, MD 21090

  Health Care Equipment & Services   Senior Secured First Lien Delayed Draw Term Loan   L + 600 (100 Floor)     10/2025     $               800     $           770     $           800    
    Senior Secured First Lien Revolver   L + 600 (100 Floor)     10/2025     $ —       $ (10   $ —      
    Senior Secured First Lien Term Loan   L + 600 (100 Floor)     10/2025     $ 2,444     $ 2,399     $ 2,444    

Ansira Partners, Inc.

2300 Locust Street, St. Louis, MO 63103

  Software & Services   Unitranche First Lien Delayed Draw Term Loan   L + 650 PIK     12/2024     $ 983     $ 931     $ 726    
    Unitranche First Lien Term Loan   L + 650 PIK     12/2024     $ 7,252     $ 6,687     $ 5,355    

ASP MCS Acquisition Corp.(4)

350 Highland Drive, Lewisville, TX 75067

  Commercial & Professional Services   Senior Secured Second Lien Term Loan   L + 600 (100 Floor)     10/2025     $ 294     $ 272     $ 292    

 

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Table of Contents

Name and
Address of
Portfolio Company

 

Industry

 

Investment
Type

 

Interest

Term

  Maturity/
Dissolution
Date
    Principal
Amount,
Par Value
or Shares
    Cost     Fair
Value
    Percentage
of Class
Held
 
    Common Stock         11,792     $ 1,150     $ 1,722       1.18

Auction Technology Group(1)

The Harlequin Building, 65 Southwark Street, London, SE1 0HR

  Consumer Services   Unitranche First Lien Term Loan   L + 650     02/2027     £ 1,158.0     $ 1,471     $ 1,613    
    Unitranche First Lien Revolver   L + 650     08/2026     £ —       $ —       $ 42    
    Unitranche First Lien Term Loan   L + 650     02/2027     $ 6,253     $ 6,089     $ 6,315    

Auto-Vehicle Parts, LLC

100 Homan Drive, Cold Spring, KY 41076

  Automobiles & Components   Senior Secured First Lien Revolver   L + 450 (100 Floor)     01/2023     $ —       $ (3   $ (9  
    Senior Secured First Lien Term Loan   L + 450 (100 Floor)     01/2023     $ 4,554     $ 4,527     $ 4,489    

Avaap USA LLC

510 Thornall Street, Suite 250, Edison, NJ 08837

  Software & Services   Senior Secured First Lien Delayed Draw Term Loan   L + 650 (100 Floor)     03/2023     $ 343     $ 340     $ 340    
    Senior Secured First Lien Revolver   L + 650 (100 Floor)     03/2023     $ —       $ (6   $ (5  
    Senior Secured First Lien Term Loan   L + 650 (100 Floor)     03/2023     $ 3,760     $ 3,722     $ 3,730    

Avalign Technologies, Inc.

2275 Half Day Rd. Suite 126, Bannockburn, IL 60015

  Health Care Equipment & Services   Senior Secured First Lien Term Loan   L + 450     12/2025     $ 16,794     $ 16,672     $ 16,587    

BAART Programs, Inc.

1720 Lakepointe Dr., Suite 117, Lewisville, TX 75057

  Health Care Equipment & Services   Senior Secured Second Lien Delayed Draw Term Loan   L + 800 (100 Floor)     03/2025     $ 1,000     $ 957     $ 1,000    
    Senior Secured Second Lien Term Loan   L + 825 (100 Floor)     03/2025     $ 7,000     $ 6,700     $ 7,000    

Battery Solutions, Inc.(4)

4930 Holtz Dr, Wixom, MI 48393

  Commercial & Professional Services   Unsecured Debt   1200 + 200 PIK     11/2021     $ 1,294     $ 1,284     $ 1,173    
    Preferred Stock, Class E         5,381,776     $ 3,669     $ 779       41.67
    Preferred Stock, Class A         50,000     $ —       $ —         12.84
    Preferred Stock, Class F         3,333,333     $ —       $ —         8.29

Benesys Inc.

700 Tower Drive, Suite 300, Troy, MI 48098

  Software & Services   Senior Secured First Lien Term Loan   L + 475 (100 Floor)     10/2024     $ 299     $ 294     $ 296    
    Senior Secured First Lien Revolver   L + 475 (100 Floor)     10/2024     $ —       $ (1   $ (2  
    Senior Secured First Lien Term Loan   L + 475 (100 Floor)     10/2024     $ 1,411     $ 1,397     $ 1,393    

BJ Services, LLC(2)

11211 FM 2920 Rd. Tomball, TX 77375

  Energy   Unitranche First Lien—Last Out Term Loan   L + 1033 (100 Floor)     01/2023     $ 8,075     $ 8,014     $ 5,732    

 

28


Table of Contents

Name and
Address of
Portfolio Company

 

Industry

 

Investment
Type

 

Interest

Term

  Maturity/
Dissolution
Date
    Principal
Amount,
Par Value
or Shares
    Cost     Fair
Value
    Percentage
of Class
Held
 
    Unitranche First Lien Term Loan   L + 700 (150 Floor)     01/2023     $ 1,880     $ 1,870     $ 1,880    

BJH Holdings III Corp.

124 West Oxmoor Road, Birmingham, AL 35209

  Consumer Services   Unitranche First Lien Term Loan   L + 525 (100 Floor)     08/2025     $ 13,119     $ 12,967     $ 13,053    

Black Diamond Oilfield Rentals, LLC

9595 Six Pines Dr, #8210, The Woodlands, TX 77380

  Energy   Senior Secured First Lien Term Loan   L + 650 (100 Floor)     09/2021     $ 10,101     $ 10,066     $ 9,670    

C-4 Analytics, LLC

999 Broadway, Suite 500, Saugus, MA 01906

  Software & Services   Senior Secured First Lien Revolver   L + 525 (100 Floor)     08/2023     $ —       $ (4   $ —      
    Senior Secured First Lien Term Loan   L + 525 (100 Floor)     08/2023     $ 9,890     $ 9,813     $ 9,890    

CAT Buyer, LLC

165 N Arlington Heights Rd, Suite 101, Buffalo Grove, IL 60089

  Software & Services   Unitranche First Lien Revolver   L + 550 (100 Floor)     04/2024     $ —       $ (8   $ (13  
    Unitranche First Lien Term Loan   L + 550 (100 Floor)     04/2024     $ 6,223     $ 6,144     $ 6,072    

CBDC Senior Loan Fund LLC(1)(3)

11100 Santa Monica Blvd, Suite 2000, Los Angeles, CA 90025

  Diversified Financials   Partnership Interest         40,000,000     $ 40,000     $ 39,344       50.00

Centria Subsidiary Holdings, LLC

27777 Inkster Rd., Suite 100, Farmington Hills, MI 48334

  Health Care Equipment & Services   Unitranche First Lien Revolver   L + 600 (100 Floor)     12/2025     $ —       $ (46   $ 6    
    Unitranche First Lien Term Loan   L + 600 (100 Floor)     12/2025     $ 11,724     $ 11,436     $ 11,762    
    Common Stock         11,910     $ 1,191     $ 1,407       0.43

CHA Holdings, Inc.

575 Broadway, Suite 301, Albany, NY 12207

  Commercial & Professional Services   Senior Secured First Lien Delayed Draw Term Loan   L + 450 (100 Floor)     04/2025     $ 1,011     $ 1,008     $ 1,002    
    Senior Secured First Lien Term Loan   L + 450 (100 Floor)     04/2025     $ 4,793     $ 4,778     $ 4,754    

Claritas, LLC

8044 Montgomery Road, Suite 455, Cincinnati, OH 45236

  Software & Services   Senior Secured First Lien Revolver   L + 600 (100 Floor)     12/2023     $ 37     $ 36     $ 37    
    Senior Secured First Lien Term Loan   L + 600 (100 Floor)     12/2023     $ 1,085     $ 1,079     $ 1,085    

Colibri Group LLC

12977 North Outer Forty, St. Louis, MO 63141

  Consumer Services   Unitranche First Lien Delayed Draw Term Loan   L + 575 (100 Floor)     05/2025     $ 1,333     $ 1,310     $ 1,346    
    Unitranche First Lien Revolver   L + 575 (100 Floor)     05/2025     $ —       $ (17   $ 10    
    Unitranche First Lien Term Loan   L + 575 (100 Floor)     05/2025     $ 8,106     $ 7,958     $ 8,187    

Comet Acquisition, Inc.

1277 Treat Boulevard, Suite 800, Walnut Creek, CA 94597

  Insurance   Senior Secured Second Lien Term Loan   L + 750     10/2026     $ 1,782     $ 1,778     $ 1,739    

 

29


Table of Contents

Name and
Address of
Portfolio Company

 

Industry

 

Investment
Type

 

Interest

Term

  Maturity/
Dissolution
Date
    Principal
Amount,
Par Value
or Shares
    Cost     Fair
Value
    Percentage
of Class
Held
 

Conisus, LLC(4)

1300 Parkwood Circle SE, Suite 450A, Atlanta, GA 30339

  Media & Entertainment   Common Stock         4,914,556     $ —       $ 5,011       15.79
    Preferred Stock, Series B   1500 PIK       19,013,276     $ 10,629     $ 19,013       50.00

Consolidated Label Co., LLC

2001 E Lake Mary Blvd, Sanford, FL 32773

  Commercial & Professional Services   Senior Secured First Lien Revolver   L + 575 (100 Floor)     07/2026     $ —       $ (11   $ 13    
    Senior Secured First Lien Term Loan   L + 575 (100 Floor)     07/2026     $ 4,328     $ 4,250     $ 4,415    

Continental Battery Company

4919 Woodall St. Dallas, TX 75247

  Automobiles & Components   Unitranche First Lien Term Loan   L + 600 (100 Floor)     1/2027     $ —       $ (26   $ 4    
    Unitranche First Lien Term Loan   L + 600 (100 Floor)     1/2027     $ 7,321     $ 7,178     $ 7,331    

CRA MSO, LLC

835 Third Avenue, Suite A, Chula Vista, CA 91911

  Health Care Equipment & Services   Senior Secured First Lien Revolver   L + 700 (100 Floor)     12/2023     $ 60     $ 58     $ 51    
    Senior Secured First Lien Term Loan   L + 700 (100 Floor)     12/2023     $ 1,222     $ 1,208     $ 1,169    

Crusoe Bidco Limited(1)

Skyguard House, 457 Kingston Road, Epsom, Surrey, KT19 0DB

  Commercial & Professional Services   Unitranche First Lien Delayed Draw Term Loan   L + 625     12/2025     £ 272     $ 399     $ 419    
    Unitranche First Lien Delayed Draw Term Loan   L + 625     12/2025     £ 99     $ —       $ —      
    Unitranche First Lien Term Loan   L + 625     12/2025     £ 6,067     $ 7,439     $ 8,371    

Curvature

5910 Landerbrook Drive, Cleveland, OH 44124

  Software & Services   Residual Interest         1,975,461     $ 1,976     $ 1,976       0.05

Digital Room Holdings, Inc.

8000 Haskell Avenue, Van Nuys, CA 91406

  Commercial & Professional Services   Senior Secured First Lien Term Loan   L + 500     05/2026     $ 6,877     $ 6,597     $ 6,771    

EiKo Global, LLC

23220 W 84th Street, Shawnee, KS 66227

  Consumer Durables & Apparel   Senior Secured First Lien Revolver   L + 600 (100 Floor)     06/2023     $ —       $ (7   $ —      
    Senior Secured First Lien Term Loan   L + 600 (100 Floor)     06/2023     $ 3,215     $ 3,183     $ 3,215    

Empire Auto Parts, LLC

15 Jackson Road, Totowa, NJ 07512

  Automobiles & Components   Unitranche First Lien Revolver   L + 550 (100 Floor)     09/2024     $ —       $ (5   $ (3  
    Unitranche First Lien Term Loan   L + 550 (100 Floor)     09/2024     $ 2,438     $ 2,407     $ 2,421    
    Unitranche First Lien Term Loan   L + 550 (100 Floor)     09/2024     $ 2,364     $ 2,330     $ 2,348    

Envocore Holding, LLC

750 MD Route 3 South, Suite 19, Gambrills, MD 21054

  Capital Goods   Senior Secured First Lien Term Loan   L + 900 (200 Floor) (including 350 PIK)     06/2022     $ 18,703     $ 15,996     $ 13,193    
    Preferred Stock         1,139,725     $ —       $ —         1.27

 

30


Table of Contents

Name and
Address of
Portfolio Company

 

Industry

 

Investment
Type

 

Interest

Term

  Maturity/
Dissolution
Date
    Principal
Amount,
Par Value
or Shares
    Cost     Fair
Value
    Percentage
of Class
Held
 

Everlast Holding, Inc.

2501 Parmenter St, Ste. 300A, Middleton, WI 53562

  Consumer Services   Common Stock         948     $ 948     $ 948       0.09
    Unitranche First Lien Delayed Draw Term Loan   L + 650 (100 Floor)     10/2026     $ —       $ (40        
    Unitranche First Lien Revolver   L + 650 (100 Floor)     10/2026     $ —       $ (37        
    Unitranche First Lien Term Loan   L + 650 (100 Floor)     10/2026     $ 13,993     $ 13,663     $ 13,993    

ExamWorks Group, Inc.

3280 Peachtree Rd, Suite 2625, Atlanta, GA 30305

  Health Care Equipment & Services   Senior Secured Second Lien Term Loan   L + 725 (100 Floor)     07/2024     $ 5,735     $ 5,648     $ 5,841    
    Common Stock         7,500     $ 750     $ 1,675       0.06

FH MD Buyer, Inc

25700 Interstate 45 North, Suite 300, Spring, TX 77386

  Health Care Equipment & Services   Senior Secured First Lien Term Loan   L + 575 (100 Floor)     10/2026     $ 19,635     $ 19,208     $ 19,635    

GACP II LP(1)(4)

11100 Santa Monica Blvd, Suite 800, Los Angeles, CA 90025

  Diversified Financials   Partnership Interest         14,456,614     $ 14,457     $ 14,282       7.78

GH Holding Company

15 S Main St, Suite 500, Greenville, SC 29601

  Commercial & Professional Services   Senior Secured First Lien Term Loan   L + 450     02/2023     $ 1,455     $ 1,452     $ 1,430    

GI Revelation Acquisition, LLC

13915 Burnet Rd, Austin, TX 78728

1828 L Street NW, Suite 1070, Washington, DC 20036

  Commercial & Professional Services   Senior Secured First Lien Term Loan   L + 500     04/2025     $ 7,302     $ 7,278     $ 7,185    

Granicus, Inc.

1999 Broadway #3600, Denver, CO 80202

  Software & Services   Unitranche First Lien Delayed Draw Term Loan   L + 650 (100 Floor)     01/2027     $ —       $ (33   $ 3    
    Unitranche First Lien Revolver   L + 650 (100 Floor)     01/2027     $ —       $ (19   $ 1    
    Unitranche First Lien Term Loan   L + 650 (100 Floor)     01/2027     $ 7,184     $ 7,014     $ 7,193    

GrapeTree Medical Staffing, LLC

1003 23rd Street, Milford, IA 51351

  Health Care Equipment & Services   Senior Secured First Lien Revolver   L + 525 (100 Floor)     10/2022     $ —       $ (2   $ (3  
    Senior Secured First Lien Term Loan   L + 525 (100 Floor)     10/2022     $ 1,641     $ 1,631     $ 1,630    
    Senior Secured First Lien Term Loan   L + 525 (100 Floor)     10/2022     $ 1,379     $ 1,366     $ 1,370    

HCAT Acquisition, Inc.

6161 N State Highway 161, Suite 200, Irving, TX 75038

  Health Care Equipment & Services   Unitranche First Lien Delayed Draw Term Loan   L + 925 (100 Floor)     11/2022     $ 2,288     $ 2,176     $ 2,174    
    Unitranche First Lien Revolver   L + 925 (100 Floor)     11/2022     $ 3,837     $ 3,649     $ 3,645    
    Unitranche First Lien Term Loan   L + 925 (100 Floor)     11/2022     $ 14,544     $ 13,833     $ 13,817    

 

31


Table of Contents

Name and
Address of
Portfolio Company

 

Industry

 

Investment
Type

 

Interest

Term

  Maturity/
Dissolution
Date
    Principal
Amount,
Par Value
or Shares
    Cost     Fair
Value
    Percentage
of Class
Held
 

HCOS Group Intermediate III LLC

1550 Liberty Ridge Drive, Wayne, PA 19087

  Health Care Equipment & Services   Senior Secured First Lien Revolver   L + 600 (100 Floor)     09/2026     $ —       $ (17   $ (13  
    Senior Secured First Lien Term Loan   L + 600 (100 Floor)     09/2026     $ 11,542     $ 11,327     $ 11,369    

Hepaco, LLC

2711 Burch Dr, Charlotte, NC 28269

  Commercial & Professional Services   Senior Secured First Lien Delayed Draw Term Loan   L + 500 (100 Floor)     08/2024     $ 4,146     $ 4,122     $ 3,881    
    Senior Secured First Lien Revolver   L + 500 (100 Floor)     08/2024     $ 825     $ 824     $ 768    
    Senior Secured First Lien Term Loan   L + 500 (100 Floor)     08/2024     $ 5,085     $ 5,055     $ 4,768    

Hercules Borrower LLC

412 Georgia Avenue, Suite 300, Chattanooga, TN 37403

  Commercial & Professional Services   Unitranche First Lien Revolver   L + 650 (100 Floor)     12/2026     $ —       $ (53   $ —      
    Unitranche First Lien Term Loan   L + 650 (100 Floor)     12/2026     $ 19,125     $ 18,666     $ 19,125    
    Common Stock         1,153,075     $ 1,153     $ 1,153       0.15

HGH Purchaser, Inc.

320 Century Blvd, Wilmington, DE 19805

  Consumer Services   Unitranche First Lien Delayed Draw Term Loan   L + 675 (100 Floor)     11/2025     $ —       $ (16   $ —      
    Unitranche First Lien Delayed Draw Term Loan   L + 675 (100 Floor)     11/2025     $ 2,946     $ 2,859     $ 2,946    
    Unitranche First Lien Revolver   L + 675 (100 Floor)     11/2025     $ 51     $ 31     $ 51    
    Unitranche First Lien Term Loan   L + 675 (100 Floor)     11/2025     $ 8,007     $ 7,846     $ 8,007    
    Common Stock, Class A         4,171     $ 417     $ 585       0.10

Hospice Care Buyer, Inc.

500 Faulconer Dr, Charlottesville, VA 22903

  Health Care Equipment & Services   Unitranche First Lien Delayed Draw Term Loan   L + 650 (100 Floor)     12/2026     $ 1,293     $ 1,236     $ 1,293    
    Unitranche First Lien Revolver   L + 650 (100 Floor)     12/2026     $ 162     $ 116     $ 162    
    Unitranche First Lien Term Loan   L + 650 (100 Floor)     12/2026     $ 12,743     $ 12,353     $ 12,743    
    Unitranche First Lien Term Loan   L + 650 (100 Floor)     12/2026     $ 2,633     $ 2,555     $ 2,633    
    Common Stock         12,317     $ 1,232     $ 1,232       0.30

Hsid Acquisition, LLC

1250 23rd Street NW, 4th Floor, Washington, DC 20037

  Commercial & Professional Services   Senior Secured First Lien Delayed Draw Term Loan   L + 500 (100 Floor)     01/2026     $ 2,886     $ 2,839     $ 2,886    
    Senior Secured First Lien Revolver   L + 500 (100 Floor)     01/2026     $ —       $ (12   $ —      
    Senior Secured First Lien Term Loan   L + 500 (100 Floor)     01/2026     $ 3,855     $ 3,791     $ 3,855    

IGT Holding LLC

2105 Skinner Road, Houston, TX 77093

  Commercial & Professional Services   Preferred Stock         645,730     $ —       $ —         4.67

 

32


Table of Contents

Name and
Address of
Portfolio Company

 

Industry

 

Investment
Type

 

Interest

Term

  Maturity/
Dissolution
Date
    Principal
Amount,
Par Value
or Shares
    Cost     Fair
Value
    Percentage
of Class
Held
 
    Common Stock         1,000,000     $ —       $ —         3.68

Impact Group, LLC

915 W. Jefferson Blvd, Boise, ID 83702

  Commercial & Professional Services   Senior Secured First Lien Term Loan   L + 737 (100 Floor)     06/2023     $ 6,983     $ 5,411     $ 6,586    
    Senior Secured First Lien Delayed Draw Term Loan   L + 737 (100 Floor)     06/2023     $ 6,591     $ 5,107     $ 6,217    

Integrity Marketing Acquisition, LLC

9111 Cypress Waters Blvd. Ste 450, Dallas, TX 75019

  Insurance   Unitranche First Lien Delayed Draw Term Loan   L + 575 (100 Floor)     08/2025     $ 3,057     $ 2,993     $ 3,026    
    Unitranche First Lien Delayed Draw Term Loan   L + 575 (100 Floor)     08/2025     $ 5,055     $ 4,952     $ 5,005    
    Unitranche First Lien Revolver   L + 575 (100 Floor)     08/2025     $ —       $ (37   $ (14  
    Unitranche First Lien Term Loan   L + 575 (100 Floor)     08/2025     $ 12,846     $ 12,598     $ 12,718    
    Common Stock         539,693     $ 648     $ 1,549       0.06
    Preferred Stock         1,246     $ 1,216     $ 1,532       0.96

Integro Parent, Inc.(1)

1 State Street Plaza, 9th Floor, New York, NY 10004

  Insurance   Senior Secured First Lien Term Loan   L + 575 (100 Floor)     10/2022     $ 471     $ 469     $ 471    
    Senior Secured Second Lien Delayed Draw Term Loan   L + 925 (100 Floor)     10/2023     $ 380     $ 378     $ 369    
    Senior Secured Second Lien Term Loan   L + 925 (100 Floor)     10/2023     $ 2,915     $ 2,891     $ 2,828    
    Common Stock         4,468     $ 454     $ 803       0.14

Isagenix International, LLC

155 East Rivulon Blvd, Gilbert, AZ 85297

  Food & Staples Retailing   Senior Secured First Lien Term Loan   L + 575 (100 Floor)     06/2025     $ 5,955     $ 5,935     $ 4,494    

ISS Compressors Industries, Inc.

10070 Daniels Interstate Court, Suite 140, Fort Myers, FL 33913

  Commercial & Professional Services   Senior Secured First Lien Revolver   L + 550 (100 Floor)     02/2026     $ —       $ (7   $ (56  
    Senior Secured First Lien Term Loan   L + 550 (100 Floor)     02/2026     $ 9,033     $ 8,958     $ 8,427    

IvyRehab Intermediate II, LLC

1311 Mamaroneck Avenue, Suite 140, White Plains, NY 10605

  Health Care Equipment & Services   Unitranche First Lien Delayed Draw Term Loan   L + 675 (100 Floor)     12/2024     $ 137     $ 111     $ 137    
    Unitranche First Lien Revolver   L + 675 (100 Floor)     12/2024     $ —       $ (9   $ —      
    Unitranche First Lien Term Loan   L + 675 (100 Floor)     12/2024     $ 8,010     $ 7,861     $ 8,010    

JLL XDD, Inc.

5800 Foxridge Dr, Suite 406, Mission, KS 66202

  Consumer Services   Senior Secured First Lien Term Loan   L + 600 (100 Floor)     12/2023     $ 5,955     $ 5,820     $ 6,014    
    Senior Secured First Lien Term Loan   L + 550 (100 Floor)     12/2023     $ 2,107     $ 2,073     $ 2,102    

 

33


Table of Contents

Name and
Address of
Portfolio Company

 

Industry

 

Investment
Type

 

Interest

Term

  Maturity/
Dissolution
Date
    Principal
Amount,
Par Value
or Shares
    Cost     Fair
Value
    Percentage
of Class
Held
 

Jordan Healthcare, Inc.

875 N Michigan Ave, Chicago, IL 60611

  Commercial & Professional Services   Senior Secured First Lien Delayed Draw Term Loan   L + 600 (100 Floor)     07/2022     $ 689     $ 687     $ 686    
    Senior Secured First Lien Revolver   L + 600 (100 Floor)     07/2022     $ 279     $ 278     $ 277    
    Senior Secured First Lien Term Loan   L + 600 (100 Floor)     07/2022     $ 4,420     $ 4,404     $ 4,398    

Kestrel Parent, LLC

1100 Xenium Lane N. Minneapolis, MN 55441

  Materials   Unitranche First Lien Revolver   L + 575 (100 Floor)     11/2023     $ —       $ (11   $ —      
    Unitranche First Lien Term Loan   L + 575 (100 Floor)     11/2025     $ 6,655     $ 6,536     $ 6,655    
    Common Stock, Class A         41,791     $ 209     $ 235       0.08

Learn-It Systems, LLC

3600 Clipper Mill Rd. Ste. 330, Baltimore, MD 21211

  Consumer Services   Senior Secured First Lien Delayed Draw Term Loan   L + 450 (100 Floor)     03/2025     $ 1,235     $ 1,175     $ 1,209    
    Senior Secured First Lien Revolver   L + 450 (100 Floor)     03/2025     $ 300     $ 286     $ 294    
    Senior Secured First Lien Term Loan   L + 450 (100 Floor)     03/2025     $ 4,326     $ 4,225     $ 4,282    

Legalshield

One Pre-Paid Way, Ada, OK 74820

  Consumer Services   Common Stock         372     $ 372     $ 504       0.06

Lightspeed Buyer, Inc.

16260 North 71st Street, Suite 350, Scottsdale, AZ 85254

  Health Care Equipment & Services   Unitranche First Lien Delayed Draw Term Loan   L + 550 (100 Floor)     02/2026     $ 1,143     $ 1,119     $ 1,117    
    Unitranche First Lien Revolver   L + 550 (100 Floor)     02/2026     $ 350     $ 333     $ 334    
    Unitranche First Lien Term Loan   L + 550 (100 Floor)     02/2026     $ 9,900     $ 9,734     $ 9,752    

Lion Cashmere Bidco Limited

Flanshaw Lane, Alverthorpe, England WF2, 9, GB(1)

  Consumer Durables & Apparel   Unitranche First Lien Term Loan   L + 600 (50 Floor)     03/2028     $ 9,939     $ 9,667     $ 9,666    
    Unitranche First Lien Term Loan   L + 600 (50 Floor)     03/2028     $ 4,352     $ 4,232     $ 4,232    
    Unitranche First Lien Delayed Draw Term Loan   L + 600     03/2028     (516   $ (90   $ (89  
    Unitranche First Lien Revolver   L + 600     03/2026     (387   $ (12   $ (67  
    Unitranche First Lien Term Loan   L + 600 (50 Floor)     03/2028     $ 4,953     $ 4,818     $ 4,817    

List Partners, Inc.

3098 Piedmont Road, Suite 200, Atlanta, GA 30305

  Software & Services   Senior Secured First Lien Revolver   L + 500 (100 Floor)     01/2023     $ —       $ (3   $ (5  
    Senior Secured First Lien Term Loan   L + 500 (100 Floor)     01/2023     $ 4,321     $ 4,287     $ 4,270    

 

34


Table of Contents

Name and
Address of
Portfolio Company

 

Industry

 

Investment
Type

 

Interest

Term

  Maturity/
Dissolution
Date
    Principal
Amount,
Par Value
or Shares
    Cost     Fair
Value
    Percentage
of Class
Held
 

Mann Lake Ltd.

501 1st Street South, Hackensack, MN 56452

  Food, Beverage & Tobacco   Senior Secured First Lien Revolver   L + 550 (100 Floor)     10/2024     $ 900     $ 889     $ 899    
    Senior Secured First Lien Term Loan   L + 550 (100 Floor)     10/2024     $ 3,817     $ 3,767     $ 3,812    

MDVIP, Inc.

4950 Communication Ave. Ste. 100, Boca Raton, FL 33431

  Health Care Equipment & Services   Senior Secured First Lien Term Loan   L + 425 (100 Floor)     11/2024     $ 9,536     $ 9,536     $ 9,512    
    Common Stock         46,807     $ 648     $ 1,366       0.17

Medsurant Holdings, LLC

One Tower Bridge, 100 Front Street, Suite 280, West Conshohocken, PA 19428

  Health Care Equipment & Services   Senior Secured Second Lien Term Loan   1400 (including 175 PIK)     03/2022     $ 7,945     $ 7,914     $ 7,945    

MHS Acquisition Holdings, LLC

3235 Levis Commons Blvd. Perrysburg, OH 43528

  Commercial & Professional Services   Senior Secured Second Lien Delayed Draw Term Loan   L + 875 (100 Floor)     03/2025     $ 467     $ 462     $ 459    
    Senior Secured Second Lien Term Loan   L + 875 (100 Floor)     03/2025     $ 8,102     $ 7,963     $ 7,974    
    Unsecured Debt   1350 PIK     03/2026     $ 282     $ 280     $ 276    
    Unsecured Debt   1350 PIK     03/2026     $ 845     $ 838     $ 830    
    Common Stock         10     $ 10     $ —         0.19
    Preferred Stock         1,019     $ 923     $ 1,042       0.22

MIR Bidco SA(1)

Koningstraat 97, 1000 Brussels, Belgium

  Commercial & Professional Services   Unitranche First Lien Term Loan   E + 625     04/2026     9,507     $ 10,501     $ 10,913    
    Common Stock         921     $ 1     $ —         0.04
    Preferred Stock         81,384     $ 91     $ 50       0.04
    Unitranche First Lien Term Loan   L + 625     04/2026     $ 4,162     $ 4,065     $ 4,154    

MRI Software LLC

28925 Fountain Parkway, Solon, OH 44139

  Software & Services   Unitranche First Lien Delayed Draw Term Loan   L + 550 (100 Floor)     02/2026     $ —       $ (13   $ —      
    Unitranche First Lien Delayed Draw Term Loan   L + 550 (100 Floor)     02/2026     $ —       $ (4   $ —      
    Unitranche First Lien Revolver   L + 550 (100 Floor)     02/2026     $ 63     $ 48     $ 63    
    Unitranche First Lien Term Loan   L + 550 (100 Floor)     02/2026     $ 585     $ 569     $ 585    
    Unitranche First Lien Term Loan   L + 550 (100 Floor)     02/2026     $ 18,034     $ 17,806     $ 18,034    

My Alarm Center, LLC

3803 West Chester Pike, Suite 100, Newtown Square, PA 19073

  Commercial & Professional Services   Common Stock         129,582     $ —       $ —         4.60
    Junior Preferred Stock         2,420     $ —       $ —         21.04
    Senior Preferred Stock         2,999     $ —       $ —         3.70

NMN Holdings III Corp.

155 Franklin Road, Suite 100, Brentwood, TN 37027

  Health Care Equipment & Services   Senior Secured Second Lien Delayed Draw Term Loan   L + 775     11/2026     $ 1,667     $ 1,627     $ 1,667    

 

35


Table of Contents

Name and
Address of
Portfolio Company

 

Industry

 

Investment
Type

 

Interest

Term

  Maturity/
Dissolution
Date
    Principal
Amount,
Par Value
or Shares
    Cost     Fair
Value
    Percentage
of Class
Held
 
    Senior Secured Second Lien Term Loan   L + 775     11/2026     $ 7,222     $ 7,055     $ 7,222    
    Common Stock         11,111     $ 1,111     $ 1,258       0.28

NMSC Holdings, Inc.

68 S. Service Road, Suite 350, Melville, NY 11747

  Health Care Equipment & Services   Senior Secured Second Lien Term Loan   L + 1000 (100 Floor)     10/2023     $ 4,308     $ 4,236     $ 4,307    

Omni Ophthalmic Management Consultants, LLC

485 Route 1 South, Iselin, NJ 08830

  Health Care Equipment & Services   Senior Secured First Lien Term Loan   L + 750 (100 Floor)     05/2023     $ 900     $ 882     $ 863    
    Senior Secured Second Lien Delayed Draw Term Loan   L + 750 (100 Floor)     03/2021     $ —       $ —       $ (26  
    Senior Secured First Lien Revolver   L + 750 (100 Floor)     05/2023     $ 850     $ 844     $ 815    
    Senior Secured First Lien Term Loan   L + 750 (100 Floor)     05/2023     $ 6,860     $ 6,808     $ 6,577    

Ontario Systems, LLC

1150 W Kilgore Ave, Muncie, IN 47305

  Software & Services   Unitranche First Lien Delayed Draw Term Loan   L + 550 (100 Floor)     08/2025     $ —       $ (4   $ (38  
    Unitranche First Lien Revolver   L + 550 (100 Floor)     08/2025     $ 400     $ 396     $ 383    
    Unitranche First Lien Term Loan   L + 550 (100 Floor)     08/2025     $ 3,201     $ 3,176     $ 3,090    

Onvoy, LLC

10300 6th Ave. N. Plymouth, MN 55441

  Technology Hardware & Equipment   Senior Secured Second Lien Term Loan   L + 1050 (100 Floor)     02/2025     $ 2,635     $ 2,559     $ 2,635    
    Common Stock, Class A         3,649       365       451       0.11
    Common Stock, Class B         2,536     $ —       $ 63       0.09

Palmetto Moon LLC

1950 Hanahan Road, North Charleston, SC 29406

  Retailing   Senior Secured First Lien Term Loan   1150 + 250 PIK     04/2022     $ 4,113     $ 3,367     $ 3,904    
    Common Stock         61     $ —       $ —         1.70

Park Place Technologies, LLC

5910 Landerbrook Drive, Cleveland, OH 44124

  Software & Services   Unsecured Debt   1250 PIK     05/2029     $ 822     $ 822     $ 822    
    Common Stock, Class W         685,018     $ —       $ —         1.96
    Common Stock, Class B2         442,203     $ 27     $ 27       0.06
    Preferred Stock, Class A2         479     $ 479     $ 479       0.06

Patriot Acquisition Topco S.A.R.L

247 Station Drive, Suite, NE 1, Westwood, Massachusetts 02090(1)

  Health Care Equipment & Services   Unitranche First Lien Term Loan   L + 675 (100 Floor)     01/2026     $ —       $ (43   $ —      
    Unitranche First Lien Term Loan   L + 675 (100 Floor)     01/2028     $ 12,261     $ 11,962     $ 12,261    
    Unitranche First Lien Term Loan   L + 675 (100 Floor)     01/2028     $ 5,056     $ 4,932     $ 5,056    

 

36


Table of Contents

Name and
Address of
Portfolio Company

 

Industry

  

Investment
Type

 

Interest

Term

  Maturity/
Dissolution
Date
    Principal
Amount,
Par Value
or Shares
    Cost     Fair
Value
    Percentage
of Class
Held
 
     Common Stock, Class A         913     $ 913     $ 913       0.15
     Common Stock, Class B         12,576     $ —       $ —         0.13

Perforce Software, Inc.

400 First Avenue North, #200, Minneapolis, MN 55401

  Software & Services   

Senior Secured Second Lien Term Loan

  L + 800     07/2027     $ 5,000     $ 4,978     $ 5,000    

PetIQ, LLC(1)

923 S. Bridgeway Place, Eagle, ID 83616

  Food & Staples Retailing    Senior Secured First Lien Term Loan   L + 500 (100 Floor)     07/2025     $ 14,775     $ 14,671     $ 14,775    
PharComp Parent B.V.(1)(2) Cypresbaan 9 Capelle Aan Den Ijssel, 2908 LT Netherlands   Pharmaceuticals, Biotechnology & Life Sciences    Unitranche First Lien—Last Out Term Loan   E + 625     02/2026     6,910     $ 7,661     $ 8,121    
     Unitranche First Lien Term Loan   E + 625     02/2026     881     $ 1,110     $ 1,171    

Pharmalogics Recruiting, LLC

999 North Pacific Coast Highway, 7th Floor, El Segundo, CA 90245

  Health Care Equipment & Services    Unitranche First Lien Delayed Draw Term Loan   L + 625 (100 Floor)     02/2027     $ —       $ (28   $ 3    
     Unitranche First Lien Term Loan   L + 625 (100 Floor)     02/2027     $ 6,463     $ 6,317     $ 6,479    

Pilot Air Freight, LLC

314 North Middletown Road, Lima, PA 19037

  Transportation    Senior Secured First Lien Delayed Draw Term Loan   L + 475 (100 Floor)     07/2024     $ 769     $ 767     $ 769    
     Senior Secured First Lien Delayed Draw Term Loan   L + 475 (100 Floor)     07/2024     $ 1,193     $ 1,193     $ 1,193    
     Senior Secured First Lien Revolver   L + 475 (100 Floor)     07/2024     $ 98     $ 98     $ 98    
     Senior Secured First Lien Term Loan   L + 475 (100 Floor)     07/2024     $ 5,349     $ 5,331     $ 5,349    

Pinnacle Treatment Centers, Inc.

1317 Route 73, Suite 200, Mt. Laurel, NJ 08054

  Health Care Equipment & Services    Unitranche First Lien Delayed Draw Term Loan   L + 575 (100 Floor)     12/2022     $ 682     $ 676     $ 682    
     Unitranche First Lien Revolver   L + 575 (100 Floor)     12/2022     $ —       $ (4   $ —      
     Unitranche First Lien Term Loan   L + 575 (100 Floor)     12/2022     $ 8,052     $ 8,002     $ 8,052    

Pinstripe Holdings, LLC

200 South Executive Drive, Brookfield, WI 53005

  Commercial & Professional Services    Unitranche First Lien Term Loan   L + 600 (100 Floor)     01/2025     $ 9,800     $ 9,605     $ 9,800    

Potter Electric Signal Company

5757 Phantom Drive, Suite 125, Hazelwood, MO 63042

  Capital Goods    Senior Secured First Lien Delayed Draw Term Loan   L + 425 (100 Floor)     12/2025     $ 853     $ 837     $ 836    
     Senior Secured First Lien Revolver   L + 425 (100 Floor)     12/2024     $ —       $ (4   $ (8  

 

37


Table of Contents

Name and
Address of
Portfolio Company

 

Industry

 

Investment
Type

 

Interest

Term

  Maturity/
Dissolution
Date
    Principal
Amount,
Par Value
or Shares
    Cost     Fair
Value
    Percentage
of Class
Held
 
    Senior Secured First Lien Term Loan   L + 425 (100 Floor)     12/2025     $ 2,473     $ 2,456     $ 2,436    
    Senior Secured First Lien Term Loan   L + 425 (100 Floor)     12/2025     $ 470     $ 467     $ 463    

Prism Bidco, Inc.

21251 Ridgetop Circle, Suite 100, Dulles, VA 20166

  Software & Services   Unitranche First Lien Revolver   L + 700 (100 Floor)     06/2026     $ —       $ (22   $ (21  
    Unitranche First Lien Term Loan   L + 700 (100 Floor)     06/2026     $ 7,444     $ 7,243     $ 7,258    

Professional Physical Therapy

333 Earle Ovington Boulevard, Suite 225, Uniondale, NY 11553

  Health Care Equipment & Services   Senior Secured First Lien Term Loan   L + 850 (100 Floor) (including 250 PIK)     12/2022     $ 9,014     $ 8,822     $ 6,896    

PT Network, LLC

501 Fairmount Avenue, Suite 302, Towson, MD 21286

  Health Care Equipment & Services   Senior Secured First Lien Revolver   L + 750 (100 Floor) (including 200 PIK)     11/2023     $ —       $ (1   $ (6  
    Senior Secured First Lien Term Loan   L + 750 (100 Floor) (including 200 PIK)     11/2023     $ 4,802     $ 4,795     $ 4,731    
    Common Stock, Class C         1     $ —       $ —         3.70

Pye-Barker Fire & Safety, LLC

11605 Haynes Bridge Rd. Ste 350, Alpharetta, GA 30009

  Commercial & Professional Services   Unitranche First Lien Delayed Draw Term Loan   L + 600 (100 Floor)     11/2025     $ 2,275     $ 2,177     $ 2,275    
    Unitranche First Lien Delayed Draw Term Loan   L + 600 (100 Floor)     11/2025     $ 3,724     $ 3,631     $ 3,724    
    Unitranche First Lien Term Loan   L + 600 (100 Floor)     11/2025     $ 9,998     $ 9,772     $ 9,998    
    Common Stock         1,125,000     $ 1,125     $ 1,234       0.36

Receivable Solutions, Inc.

800 Dutch Square Boulevard, Suite 100, Columbia, SC 29210

  Commercial & Professional Services   Senior Secured First Lien Revolver   L + 500 (100 Floor)     10/2024     $ —       $ (4   $ —      
    Senior Secured First Lien Term Loan   L + 500 (100 Floor)     10/2024     $ 2,014     $ 1,988     $ 2,014    
    Preferred Stock, Class A         137,000     $ 137     $ 237       0.34

Right Networks, LLC

14 Hampshire Drive, Hudson, NH 03051

  Software & Services   Unitranche First Lien Revolver   L + 550 (100 Floor)     11/2024     $ —       $ (4   $ —      
    Unitranche First Lien Term Loan   L + 550 (100 Floor)     11/2024     $ 9,621     $ 9,458     $ 9,621    

Ruffalo Noel Levitz, LLC

1025 Kirkwood Parkway SW, Cedar Rapids, IA 52404

  Software & Services   Unitranche First Lien Revolver   L + 600 (100 Floor)     05/2022     $ —       $ (1   $ (3  
    Unitranche First Lien Term Loan   L + 600 (100 Floor)     05/2022     $ 2,499     $ 2,485     $ 2,474    

 

38


Table of Contents

Name and
Address of
Portfolio Company

 

Industry

 

Investment
Type

 

Interest

Term

  Maturity/
Dissolution
Date
    Principal
Amount,
Par Value
or Shares
    Cost     Fair
Value
    Percentage
of Class
Held
 

Safco Dental Supply, LLC

1111 Corporate Grove Dr, Buffalo Grove, IL 60089

  Health Care Equipment & Services   Unitranche First Lien Revolver   L + 400 (100 Floor)     06/2025     $ 240     $ 233     $ 230    
    Unitranche First Lien Term Loan   L + 400 (100 Floor)     06/2025     $ 4,043     $ 3,990     $ 3,973    

Sandvine Corporation(1)

408 Albert St., Waterloo, Ontario, Canada

  Telecommunication Services   Senior Secured Second Lien Term Loan   L + 800     11/2026     $ 4,500     $ 4,364     $ 4,271    

Saturn Borrower Inc

5 Becker Farm Road, Roseland, NJ 07068

  Software & Services   Unitranche First Lien Term Loan   L + 650 (100 Floor)     09/2026     $ 2,494     $ 2,420     $ 2,494    
    Unitranche First Lien Revolver   L + 650 (100 Floor)     09/2026     $ —       $ (42   $ —      
    Unitranche First Lien Term Loan   L + 650 (100 Floor)     09/2026     $ 20,473     $ 19,899     $ 20,473    
    Common Stock         411,511     $ 411     $ 445       0.07

SavATree, LLC

550 Bedford Road, Bedford Hills, NY 10507

  Commercial & Professional Services   Senior Secured First Lien Delayed Draw Term Loan   L + 525 (100 Floor)     06/2022     $ 893     $ 887     $ 893    
    Senior Secured First Lien Revolver   L + 525 (100 Floor)     06/2022     $ —       $ (3   $ —      
    Senior Secured First Lien Term Loan   L + 525 (100 Floor)     06/2022     $ 3,900     $ 3,881     $ 3,900    

Seniorlink Incorporated

120 Saint James, Suite 203, Boston, MA 02116

  Health Care Equipment & Services   Unitranche First Lien Revolver   L + 700 (100 Floor)     07/2026     $ —       $ (28   $ —      
    Unitranche First Lien Term Loan   L + 700 (100 Floor)     07/2026     $ 6,801     $ 6,616     $ 6,801    
    Common Stock         68,182     $ 682     $ 1,220       0.22

Service Logic Acquisition, Inc

214 N Tryon Street, Suite 2425, Charlotte, NC 28202

  Commercial & Professional Services   Senior Secured Second Lien Delayed Draw Term Loan   L + 850 (100 Floor)     10/2028     $ —       $ (69   $ —      
    Senior Secured Second Lien Term Loan   L + 850 (100 Floor)     10/2028     $ 8,755     $ 8,501     $ 8,755    
    Common Stock         13,132     $ 1,313     $ 1,313       0.15

Slickdeals Holdings, LLC(4)

6010 South Durango Drive, Suite 200, Las Vegas, NV 89113

  Retailing   Unitranche First Lien Revolver   L + 625 (100 Floor)     06/2023     $ —       $ (9   $ —      
    Unitranche First Lien Term Loan   L + 625 (100 Floor)     06/2024     $ 14,491     $ 14,206     $ 14,488    
    Common Stock         99     $ 991     $ 1,483       0.31

Smile Brands, Inc.

100 Spectrum Center Drive, Suite 1500, Irvine, CA 92618

  Health Care Equipment & Services   Senior Secured First Lien Delayed Draw Term Loan   L + 517     10/2024     $ 618     $ 614     $ 608    
    Senior Secured First Lien Revolver   L + 517     09/2024     $ —       $ (2   $ (4  
    Senior Secured First Lien Term Loan   L + 517     10/2024     $ 2,053     $ 2,040     $ 2,023    

Smile Doctors LLC

2113 SW HK Dodgen Loop, Temple, TX 76502

  Health Care Equipment & Services   Senior Secured First Lien Revolver   L + 600 (100 Floor)     10/2022     $ —       $ —       $ —      

 

39


Table of Contents

Name and
Address of
Portfolio Company

 

Industry

 

Investment
Type

 

Interest

Term

  Maturity/
Dissolution
Date
    Principal
Amount,
Par Value
or Shares
    Cost     Fair
Value
    Percentage
of Class
Held
 
    Senior Secured First Lien Term Loan   L + 600 (100 Floor)     10/2022     $ 16,239     $ 16,223     $ 16,239    

Southern HVAC Corporation

485 North Keller Road, Suite 515, Maitland, FL 32751

  Consumer Services   Unitranche First Lien Delayed Draw Term Loan   L + 625 (100 Floor)     10/2025     $ —       $ (22   $ —      
    Unitranche First Lien Revolver   L + 625 (100 Floor)     10/2025     $ —       $ (18   $ —      
    Unitranche First Lien Term Loan   L + 625 (100 Floor)     10/2025     $ 5,536     $ 5,433     $ 5,536    

Southern Technical Institute, Inc.(4)

3940 North Dean Road, Orlando, FL 32817

  Consumer Services   Common Stock, Class A1         6,000,000     $ —       $ 7,310       100.00
    Common Stock, Class A         3,164,063     $ —       $ 278       8.12

Spear Education

7201 E Princess Boulevard, Scottsdale, AZ 85255

  Commercial & Professional Services   Senior Secured First Lien Delayed Draw Term Loan   L + 550 (100 Floor)     02/2025     $ —       $ (24   $ —      
    Senior Secured First Lien Term Loan   L + 550 (100 Floor)     02/2025     $ 6,806     $ 6,751     $ 6,806    

Stepping Stones Healthcare Services, LLC

184 High St, 5th Floor, Boston, MA 02110

  Consumer Services   Unitranche First Lien Delayed Draw Term Loan   L + 625 (100 Floor)     03/2027     $ —       $ (12   $ (8  
    Unitranche First Lien Revolver   L + 625 (100 Floor)     03/2026     $ —       $ (11   $ (7  
    Unitranche First Lien Term Loan   L + 625 (100 Floor)     03/2027     $ 5,900     $ 5,812     $ 5,842    

Teaching Strategies LLC

4500 East West Highway, Suite 300, Bethesda, MD 20814

  Consumer Services   Unitranche First Lien Revolver   L + 600 (100 Floor)     05/2024     $ —       $ (8   $ —      
    Unitranche First Lien Term Loan   L + 600 (100 Floor)     05/2024     $ 9,117     $ 8,985     $ 9,117    

Teal Acquisition Co., Inc

1200 Lenox Drive, Lawrenceville, NJ 08648

  Pharmaceuticals, Biotechnology & Life Sciences   Unitranche First Lien Delayed Draw Term Loan   L + 625 (100 Floor)     09/2026     $ —       $ (22   $ —      
    Unitranche First Lien Revolver   L + 625 (100 Floor)     09/2026     $ 310     $ 275     $ 310    
    Unitranche First Lien Term Loan   L + 625 (100 Floor)     09/2026     $ 9,101     $ 8,847     $ 9,101    
    Common Stock         4,562     $ 456     $ 472       0.14

TecoStar Holdings, Inc.

115 Eames Street, Wilmington, MA 01887

  Commercial & Professional Services   Senior Secured Second Lien Term Loan   L + 850 (100 Floor)     11/2024     $ 5,000     $ 4,929     $ 5,000    
    Common Stock         500,000     $ 500     $ 898       0.11

The Hilb Group, LLC

6802 Paragon Place, Suite 200, Richmond, VA 23230

  Insurance   Unitranche First Lien Delayed Draw Term Loan   L + 575 (100 Floor)     12/2026     $ 1,016     $ 994     $ 991    
    Unitranche First Lien Revolver   L + 575 (100 Floor)     12/2025     $ —       $ (7   $ (9  
    Unitranche First Lien Term Loan   L + 575 (100 Floor)     12/2026     $ 3,594     $ 3,518     $ 3,504    
    Unitranche First Lien Delayed Draw Term Loan   L + 625 (100 Floor)     12/2026     $ 191     $ 167     $ 191    
    Unitranche First Lien Revolver   L + 625 (100 Floor)     12/2025     $ —       $ (3   $ —      

 

40


Table of Contents

Name and
Address of
Portfolio Company

 

Industry

 

Investment
Type

 

Interest

Term

  Maturity/
Dissolution
Date
    Principal
Amount,
Par Value
or Shares
    Cost     Fair
Value
    Percentage
of Class
Held
 
    Unitranche First Lien Term Loan   L + 625 (100 Floor)     12/2026     $ 1,066     $ 1,041     $ 1,066    

Transportation Insight,

LLC

310 Main Ave Way SE, Hickory, NC 28602

  Software & Services   Senior Secured First Lien Delayed Draw Term Loan   L + 450     12/2024     $ 1,274     $ 1,266     $ 1,261    
    Senior Secured First Lien Revolver   L + 450     12/2024     $ 89     $ 85     $ 82    
    Senior Secured First Lien Term Loan   L + 450     12/2024     $ 5,129     $ 5,096     $ 5,077    

Tranzonic

26301 Curtiss-Wright Parkway, Cleveland, OH 44143

  Household & Personal Products   Senior Secured First Lien Revolver   L + 450 (100 Floor)     03/2023     $ 367     $ 365     $ 367    
    Senior Secured First Lien Term Loan   L + 450 (100 Floor)     03/2023     $ 3,802     $ 3,785     $ 3,802    

Trident Technologies, LLC

310 The Bridge Street, Suite 350, Huntsville, AL 35806

  Software & Services   Senior Secured First Lien Term Loan   L + 600 (150 Floor)     12/2025     $ 14,812     $ 14,629     $ 14,812    

Trinity Partners, LLC

230 Third Avenue, Waltham, MA 02451

  Pharmaceuticals, Biotechnology & Life Sciences   Senior Secured First Lien Revolver   L + 500 (100 Floor)     02/2025     $ —       $ (4   $ —      
    Senior Secured First Lien Term Loan   L + 500 (100 Floor)     02/2025     $ 3,700     $ 3,675     $ 3,700    

Unifeye Vision Partners

2651 North Harwood Street, Suite 120, Dallas, TX 75201

  Health Care Equipment & Services   Senior Secured First Lien Delayed Draw Term Loan   L + 475 (100 Floor)     09/2025     $ 811     $ 781     $ 739    
    Senior Secured First Lien Revolver   L + 475 (100 Floor)     09/2025     $ 453     $ 428     $ 413    
    Senior Secured First Lien Term Loan   L + 475 (100 Floor)     09/2025     $ 5,333     $ 5,250     $ 5,205    

United Language Group, Inc.

1660 Utica Avenue S, Minneapolis, MN 55416

  Consumer Services   Senior Secured First Lien Revolver   L + 675 (100 Floor)     12/2021     $ 400     $ 398     $ 387    
    Senior Secured First Lien Term Loan   L + 675 (100 Floor)     12/2021     $ 4,629     $ 4,611     $ 4,480    

UP Acquisition Corp.

217 Metro Dr. Terrell, TX 75160

  Commercial & Professional Services   Unitranche First Lien Delayed Draw Term Loan   L + 625 (100 Floor)     05/2024     $ 1,185     $ 1,168     $ 1,166    
    Unitranche First Lien Revolver   L + 625 (100 Floor)     05/2024     $ 391     $ 375     $ 370    
    Unitranche First Lien Term Loan   L + 625 (100 Floor)     05/2024     $ 4,323     $ 4,265     $ 4,252    

VetStrategy(1)

7000 Pine Valley Drive, Suite 201, Woodbridge, ON L4L 4Y8, Canada

  Health Care Equipment & Services   Unsecured Debt   C + 1000 PIK (100 Floor)     03/2031     C$ 2,500     $ 1,902     $ 1,989    
    Unitranche First Lien Delayed Draw Term Loan   C + 700 (100 Floor)     07/2027     C$ 3,170     $ 2,032     $ 2,137    

 

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Table of Contents

Name and
Address of
Portfolio Company

 

Industry

 

Investment
Type

 

Interest

Term

  Maturity/
Dissolution
Date
    Principal
Amount,
Par Value
or Shares
    Cost     Fair
Value
    Percentage
of Class
Held
 
    Unitranche First Lien Delayed Draw Term Loan   C + 700 (100 Floor)     07/2027     C$ 1,725     $ 1,312     $ 1,372    
    Unitranche First Lien Delayed Draw Term Loan   C + 700 (100 Floor)     07/2027     C$ 1,724     $ 1,257     $ 1,372    
    Unitranche First Lien Term Loan   C + 700 (100 Floor)     07/2027     C$ 9,246     $ 6,711     $ 7,357    
    Common Stock         750,000     $ 560     $ 665       0.07

Vistage Worldwide, Inc.

11452 El Camino Real, Suite 400, San Diego, CA 92130

  Consumer Services   Senior Secured First Lien Term Loan   L + 400 (100 Floor)     02/2025     $ 6,134     $ 6,143     $ 6,115    

Vital Care Buyer, LLC

1170 Northeast Industrial Park Rd., Meridian, MS 39301

  Health Care Equipment & Services   Unitranche First Lien Revolver   L + 600 (100 Floor)     10/2025     $ —       $ (35   $ —      
    Unitranche First Lien Term Loan   L + 600 (100 Floor)     10/2025     $ 7,758     $ 7,633     $ 7,758    

Vivid Seats Ltd.(4)

111 N. Canal St, #800, Chicago, IL 60606

  Retailing   Common Stock         608,108     $ 608     $ 816       0.21
    Preferred Stock         1,891,892     $ 1,892     $ 3,003       1.35

WeddingWire, Inc.

2 Wisconsin Circle, 3rd Floor, Chevy Chase, MD 20815

  Consumer Services   Senior Secured Second Lien Term Loan   L + 825     12/2026     $ 5,000     $ 4,957     $ 4,840    

Winxnet Holdings LLC

63 Marginal Way, 4th Floor, Portland, ME 04101

  Software & Services   Unitranche First Lien Delayed Draw Term Loan   L + 550 (100 Floor)     06/2023     $ 639     $ 631     $ 639    
    Unitranche First Lien Delayed Draw Term Loan   L + 550 (100 Floor)     06/2023     $ 1,047     $ 1,029     $ 1,047    
    Unitranche First Lien Revolver   L + 550 (100 Floor)     06/2023     $ —       $ (5   $ —      
    Unitranche First Lien Revolver   L + 550 (100 Floor)     06/2023     $ 240     $ 236     $ 240    
    Unitranche First Lien Term Loan   L + 550 (100 Floor)     06/2023     $ 1,550     $ 1,520     $ 1,550    
    Unitranche First Lien Term Loan   L + 550 (100 Floor)     06/2023     $ 1,945     $ 1,926     $ 1,945    

Wrench Group LLC

1787 Williams Dr. Marietta, GA 30066

  Consumer Services   Senior Secured Second Lien Term Loan   L + 788     04/2027     $ 2,500     $ 2,438     $ 2,482    
    Common Stock, Class A         1,143     $ 115     $ 163       0.02
    Common Stock         4,082     $ 410     $ 584       0.07

Xcentric Mold and Engineering Acquisition Company, LLC

24541 Maplehurst Drive, Clinton Twp, MI 48036

  Commercial & Professional Services   Senior Secured First Lien Revolver  

L + 700 (100 Floor)

(including 100 PIK)

    01/2022     $ 712     $ 710     $ 603    
    Senior Secured First Lien Term Loan  

L + 700 (100 Floor)

(including 100 PIK)

    01/2022     $ 4,414     $ 4,399     $ 3,737    

Xpress Global Systems, LLC

6137 Shallowford Rd, Chattanooga, TN 37421

  Transportation   Common Stock         12,544     $ —       $ —         31.36

 

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Table of Contents

Name and
Address of
Portfolio Company

 

Industry

 

Investment
Type

 

Interest

Term

  Maturity/
Dissolution
Date
    Principal
Amount,
Par Value
or Shares
    Cost     Fair
Value
    Percentage
of Class
Held
 

Zest Acquisition Corp.

2061 Wineridge Place, Escondido, CA 92029

  Health Care Equipment & Services   Senior Secured First Lien Term Loan   L + 350     03/2025     $ 8,603     $ 8,604     $ 8,458    
           

 

 

   

 

 

   
Total Investments             $ 1,026,948     $ 1,057,627    
           

 

 

   

 

 

   

 

(1)

The Company has determined that indicated investments are non-qualifying assets under Section 55(a) of the Investment Company Act. Under the Investment Company Act, the Company may not acquire any non-qualifying assets unless, at the time such acquisition is made, qualifying assets represent at least 70% of the Company’s total assets.

(2)

The Company generally earns a higher interest rate on the “last out” tranche of debt, to the extent the debt has been allocated to “first out” and “last out” tranches, whereby the “first out” tranche will have priority as to the “last out” tranche with respect to payments of principal, interest and any other amounts due thereunder.

(3)

As defined in the 1940 Act, the Company is deemed to “control” this portfolio company as the Company either owns more than 25% of the portfolio company’s outstanding voting securities or has the power to exercise control over management or policies of such portfolio company.

(4)

As defined in the 1940 Act, the company is deemed to be an “Affiliated Investment” of the Company as the Company owns 5% or more of the portfolio company’s securities.

 

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Table of Contents

MANAGEMENT

The information contained under the captions “Proposal 1: Election of Class I and Class II Directors ” and “Corporate Governance” in our most recent Proxy Statement for our Annual Meeting of Stockholders and “Business” of our most recent Annual Report on Form 10-K is incorporated by reference herein.

The description below supplements the information contained under the captions “Proposal 1: Election of Class I and Class II Directors” and “Corporate Governance” in our most recent Proxy Statement for our Annual Meeting of Stockholders and “Business” of our most recent Annual Report on Form 10-K.

PORTFOLIO MANAGEMENT

Crescent Capital BDC considers the members of the Investment Committee of Crescent Cap Advisors, LLC to be Crescent Capital BDC’s portfolio managers. The following individuals function as portfolio managers with the most significant responsibility for the day-to-day management of Crescent Capital BDC’s portfolio.

 

Name   Position  

Length of
Service with
Crescent Cap
Advisors,
LLC (years)

 

Principal Occupation(s)

During Past Five Years

John S. Bowman

  Managing Director, Crescent Capital Group LP   Since 2012   Serves on Crescent Cap Advisors’ investment committee; Managing Director and co-head of Crescent Capital Group LP’s U.S. Direct Lending business. Prior to joining Crescent Capital Group LP in 2012, Mr. Bowman was president of HighPoint Capital Management, LLC (a U.S. direct lending business which he co-founded in 2005).

Jason A. Breaux

  Chief Executive Officer, Crescent Capital BDC   Since 2000   Chairman of Crescent Cap Advisors’ investment committee and Managing Director of Crescent Capital Group LP within the private credit strategy.

Christopher G. Wright

  Managing Director, Crescent Capital Group LP   Since 2001   Serves on Crescent Cap Advisors’ investment committee; Managing Director of Crescent Capital Group LP focusing on mezzanine finance.

Collectively or separately, John Bowman, Jason Breaux and Chris Wright are also primarily responsible for the day-to-day management of certain other accounts and pooled investment vehicles, with approximately $16.8 billion of capital under management, of which certain accounts and vehicles, with approximately $13.4 billion of capital under management, are subject to performance or incentive fees.

 

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Table of Contents

The following table sets forth the dollar range of Crescent Capital BDC’s equity securities based on the closing price of Crescent Capital BDC’s common stock as of March 31, 2021 and the number of shares beneficially owned by each of the portfolio managers described above as of December 31, 2020 unless otherwise indicated below.

 

Name    Aggregate Dollar Range of
Equity Securities
in Crescent Capital BDC(1)
 

John S. Bowman

     None  

Jason A. Breaux

   $ 500,001–$1,000,000  

Christopher G. Wright

   $ 100,001–$500,000  

 

(1)

Dollar ranges are as follows: none, $1–$10,000, $10,001–$50,000, $50,001–$100,000, $100,001–$500,000, $500,001–$1,000,000 or over $1,000,000.

 

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Table of Contents

CONTROL PERSONS AND PRINCIPAL STOCKHOLDERS

To Crescent Capital BDC’s knowledge, as of August 4, 2021, there were no persons that owned 25% or more of Crescent Capital BDC’s outstanding voting securities and no person would be deemed to control Crescent Capital BDC, as such term is defined in the 1940 Act, as a result of share ownership.

The following table sets forth, as of August 4, 2021 (unless otherwise noted), the number of shares of Crescent Capital BDC common stock beneficially owned by each of its current directors and named executive officers, all directors and executive officers as a group and beneficial owners who directly or indirectly own, control or hold, with the power to vote, five percent or more of the outstanding Crescent Capital BDC common stock. Ownership information for those persons who beneficially own 5% or more of the outstanding shares of Crescent Capital BDC common stock is based upon Schedule 13D, Schedule 13G, Form 4, Form 13F or other filings by such persons with the SEC and other information obtained from such persons.

Beneficial ownership is determined in accordance with the rules of the SEC and includes voting or investment power with respect to the securities.

 

Name and address(1)

   Type of
ownership
     Shares
owned
     Percentage of the
Corporation’s
outstanding
shares as of
August 4, 2021
 

Independent Directors

        

Kathleen S. Briscoe

     Common        —          —  

Michael S. Segal

     Common        3,616        *  

Steven F. Strandberg

     Common        222,773        0.8

George G. Strong, Jr.

     Common        25,321        *  

Interested Directors

        

Elizabeth E. Ko

     Common        —          —  

Executive Officers

        

Jason Breaux

     Common        29,394        0.1

Gerhard Lombard

     Common        15,234        *  

Joseph A. Hanlon

     Common        7,071        *  

George P. Hawley

     Common        4,165        *  

Raymond Barrios

     Common        8,015        *  

Kirill Bouek

     —          —          —  

All Directors and Officers as a Group

     Common        315,589        1.1

 

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Table of Contents

Type of

ownership

  

Name and address

   Shares owned     Percentage
of the
Corporation’s

Outstanding
Shares as of
August 4, 2021
 

Five Percent Stockholders:

 

Common

  

Texas County & District Retirement Systems

Barton Oaks Plaza IV, 901 Mopac South, Ste. 500

Austin, TX 78746(1)

     5,001,752 (1)      17.76

Common

  

UFCW Northern California Employers Joint Pension Plan

1000 Burnett Ave, Ste. 200

Concord, CA 94520(2)

     4,228,985 (2)      15.01

Common

  

Fidelity & Guaranty Life Insurance Company

Two Ruan Center, 601 Locust Street, 14th Fl.

Des Moines, IA 50309(3)

     4,205,307 (3)      14.93

Common

  

Fairfax Financial Holdings Limited

95 Wellington Street West, Suite 800,

Toronto, Ontario, Canada M5J 2N7 (4)(5)

     3,796,246 (4)(5)      13.48

Common

  

Cresset Asset Management, LLC

444 West Lake Street,

Suite 4700

Chicago, IL 60606(6)(7)

     1,413,258 (6)(7)      5.02

 

(1)

The foregoing information is based on an amended Schedule 13G filed by Texas County & District Retirement System with the SEC on February 10, 2021 reporting common stock ownership as of December 31, 2020.

(2)

The foregoing information is based on an amended Schedule 13G filed by UFCW Northern California Employers Joint Pension Plan with the SEC on February 17, 2021 reporting common stock ownership as of December 31, 2020.

(3)

The foregoing information is based on a Form 13F-HR filed by Fidelity National Financial, Inc. with the SEC on May 14, 2021 reporting share ownership as of March 31, 2021.

(4)

The foregoing information is based on a Schedule 13G filed by Fairfax Financial Holdings Limited with the SEC on January 29, 2021 reporting common stock ownership as of December 31, 2020.

(5)

Formerly known as Allied World Assurance Company, Ltd.

(6)

The foregoing information is based on a Form 13F-HR filed by Cresset Asset Management, LLC with the SEC on May 12, 2021 reporting share ownership as of March 31, 2021.

(7)

The address for the Advisor and each Director or officer is c/o Crescent Capital BDC, Inc., 11100 Santa Monica Blvd., Suite