Item 1.01. Entry into a Material Definitive Agreement.
On February 17, 2021, Crescent Capital BDC, Inc., a Maryland corporation (the
"Company"), entered into a First Supplement and Amendment to Note Purchase
Agreement (the "First Supplement") by and among the Company, the qualified
institutional investors named therein (the "Series 2021A Additional
Purchasers"), and, solely with respect to the amendments reflected in Sections 5
and 7 of the First Supplement, Sun Life Assurance Company of Canada and Sun Life
Financial Trust, Inc. (collectively, the "Initial Purchasers") governing the
issuance of up to $135.0 million in aggregate principal amount of senior
unsecured notes (the "Series 2021A Notes"). The First Supplement supplements the
Note Purchase Agreement, dated July 30, 2020 by and among the Company and the
Initial Purchasers (the "Master Note Purchase Agreement" and together with the
First Supplement, the "Note Purchase Agreement") pursuant to which the Company
previously issued $50.0 million in aggregate principal amount of its 5.95%
senior unsecured notes due July 30, 2020. The Series 2021A Notes have a fixed
interest rate of 4.00% and will be due on February 17, 2026 unless redeemed,
purchased or prepaid prior to such date by the Company or its affiliates in
accordance with their terms. Interest on the Series 2021A Notes will be due
semiannually. This interest rate is subject to increase (up to 6.95%) during any
time that, subject to certain exceptions, the Series 2021A Notes do not have an
investment grade rating of BBB- or better. The Series 2021A Notes will be issued
in two closings on or before May 17, 2021. The initial issuance of $50.0 million
aggregate principal amount of Series 2021A Notes closed on February 17, 2021.
The issuance of the remaining $85.0 million aggregate principal amount of notes
is expected to occur on or before May 17, 2021, subject to customary closing
conditions. In addition, the Company will be obligated to offer to repay the
Series 2021A Notes at par if certain change in control events occur. The Series
2021A Notes are general unsecured obligations of the Company that rank pari
passu with all outstanding and future unsecured unsubordinated indebtedness
issued by the Company.
The Company intends to use the net proceeds to repay certain indebtedness, which
may include repaying its remaining InterNotes® or repaying indebtedness
outstanding under its debt facilities, and for other general corporate purposes.
The Company may re-borrow under its debt facilities for general corporate
purposes, which include investing in portfolio companies in accordance with its
investment objective.
The Note Purchase Agreement contains customary terms and conditions for senior
unsecured notes issued in a private placement, including, without limitation,
affirmative and negative covenants such as information reporting, maintenance of
the Company's status as a business development company within the meaning of the
Investment Company Act of 1940, as amended, and a regulated investment company
under the Internal Revenue Code of 1986, as amended, minimum shareholders'
equity, minimum asset coverage ratio, minimum interest coverage ratio and
prohibitions on certain fundamental changes of the Company. The Note Purchase
Agreement also contains customary events of default with customary cure and
notice periods, including, without limitation, nonpayment, incorrect
representation in any material respect, breach of covenant, cross-default under
other indebtedness of the Company or certain significant subsidiaries, certain
judgements and orders, and certain events of bankruptcy.
The Series 2021A Notes were offered in reliance on Section 4(a)(2) of Securities
Act of 1933, as amended (the "Securities Act"). The Series 2021A Notes have not
and will not be registered under the Securities Act or any state securities laws
and, unless so registered, may not be offered or sold in the United States
except pursuant to an exemption from, or in a transaction not subject to, the
registration requirements of the Securities Act, as applicable.
The information on this Current Report on Form 8-K shall not constitute an offer
to sell or a solicitation of an offer to purchase the Series 2021A Notes or any
other securities, and shall not constitute an offer, solicitation or sale in any
state or jurisdiction in which such an offer, solicitation or sale would be
unlawful.
The description above is only a summary of the material provisions of the Note
Purchase Agreement and is qualified in its entirety by reference to the copy of
the First Supplement which is filed as Exhibit 10.1 to this current report on
Form 8-K and is incorporated herein by reference thereto.
Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant.
The disclosure set forth above under Item 1.01 is incorporated by reference
herein.
Item 7.01. Regulation FD Disclosure.
On February 17, 2021, the Company issued a press release, included herewith as
Exhibit 99.1 and by this reference incorporated herein.
The information disclosed under this Item 7.01, including Exhibit 99.1 hereto,
is being furnished and shall not be deemed "filed" for purposes of Section 18 of
the Securities Exchange Act of 1934, and shall not be deemed incorporated by
reference into any filing made under the Securities Act of 1933, except as
expressly set forth by specific reference in such filing.
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Item 8.01. Other Events.
On February 11, 2021, the Company notified U.S. Bank National Association, the
trustee (the "Trustee") for the Company's direct unsecured fixed interest rate
obligations (collectively, the "InterNotes®") that it intended to redeem all of
its outstanding InterNotes®. Each series of InterNotes® was issued by a separate
trust administered by the Trustee and the InterNotes® bear interest at fixed
interest rates ranging between 6.25% and 6.75% and offer a variety of maturities
ranging between 2021 and 2022. On February 15, 2021, Tranches 10, 11 and 12 of
the InterNotes® matured and were repaid by the Company at par. At the time of
such repayment, the outstanding principal amount on Tranche 10 was $2,165,000,
Tranche 11 was $2,688,000, and Tranche 12 was $548,000.
The Company has informed the Trustee that it expects to redeem all of the
remaining outstanding InterNotes® on or shortly after March 19, 2021 (the
"Redemption"). The aggregate principal amount of InterNotes® to be redeemed in
the Redemption is $11,017,000, consisting of : (i) Tranche 1: $1,331,000, (ii)
Tranche 7: $87,000, (iii) Tranche 13: $1,744,000, (iv) Tranche 14: $872,000, (v)
Tranche 15: $711,000, (vi) Tranche 16: $2,816,000, (vii) Tranche 17: $787,000,
and (viii) Tranche 18: $2,669,000. The price to be paid by the Company in
connection with the Redemption is equal to 100% of the principal amount of the
InterNotes® to be redeemed plus accrued and unpaid interest thereon to, but
excluding, the date of redemption. Following the Redemption, none of the
InterNotes® will remain outstanding.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits:
Exhibit
Number Description
10.1 First Supplement and Amendment to Note Purchase Agreement, dated
February 17, 2021, by and among Crescent Capital BDC, Inc. and the
Purchasers signatory thereto.†
99.1 Press Release, dated February 17, 2021, of Crescent Capital BDC,
Inc.
† Certain schedules and exhibits have been omitted pursuant to Item 601(b)(2)
of Regulation S-K. The Company agrees to furnish a copy of such schedules or
exhibits, or any section thereof, to the SEC upon request.
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