Filed by Alcentra Capital Corporation
Pursuant to Rule 14a-12
Under the Securities Exchange Act of 1934
Commission File No. 814-01064
Crescent Capital BDC
Planned Acquisition of Alcentra Capital
Corporation
Announcement
August 13, 2019
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Crescent Capital BDC – Planned Acquisition
of Alcentra Capital Corporation Announcement, August 13, 2019
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C O R P O R A T E P
A R T I C I P A N T S
Eunice Han,
ADDO Investor Relations
Jason Breaux,
Chief Executive
Officer, Crescent Capital BDC
Mike Wilhelms,
Chief Financial
Officer, Crescent Capital BDC
Suhail Shaikh,
Chief Executive
Officer, Alcentra Capital Corporation
Ellida McMillan,
Chief Financial
Officer and Chief Operating Officer, Alcentra Capital Corporation
C O N F E R E N C E
C A L L P A R T I C I P A N T S
Robert Dodd,
Raymond James
Ryan Lynch,
KBW
P R E S E N T A T I
O N
Operator:
Greetings and welcome to the Crescent Capital
BDC to Acquire Alcentra Capital Corporation conference call. At this time all participants are in a listen-only mode. A brief question
and answer session will follow the formal presentation. If anyone should require Operator assistance during the conference, please
press star, zero on your telephone keypad. As a reminder, this conference is being recorded.
It is now my pleasure to introduce your
host Eunice Han with ADDO Investor Relations. Please go ahead.
Eunice Han:
Good afternoon and thank you for joining
us to discuss Crescent Capital BDC's planned acquisition of Alcentra Capital Corporation. Speaking on the call today from Crescent
Capital BDC will be Jason Breaux, Chief Executive Officer, and Mike Wilhelms, Chief Financial Officer. From Alcentra Capital Corporation,
we have Suhail Shaikh, Chief Executive Officer. We also have other members of the respective management teams available for the
question-and-answer session.
In addition to our joint press release
and the 8-K that we filed this morning with the SEC, we've posted a supplementary presentation on the transaction, which you can
find on both companies' investor websites at crescentbdc.com and alcentracapital.com, respectively, as well as on the SEC’s
website at SEC.gov. The joint press release announcing the transaction includes important disclosures that apply to this call.
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Crescent Capital BDC – Planned Acquisition
of Alcentra Capital Corporation Announcement, August 13, 2019
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Please also note this call does not constitute
an offer to sell or buy or the solicitation of any offer to buy or sell any securities, nor shall there be any sale of securities
in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the
securities law of any such jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements
of Section 10 of the Securities Act of 1933.
Before we begin today's call, I'd like
to remind you that certain comments made during the course of this conference call and webcast contain forward-looking statements.
All statements, other than historical facts, including statements regarding the expected timing of the closing of the proposed
transaction; the ability of the parties to complete the proposed transaction considering the various closing conditions; the expected
benefits of the proposed transaction; the competitive ability, position, growth and trading levels of the combined company following
completion of the proposed transaction, and any assumptions underlying any of the foregoing are considered forward-looking statements.
Crescent Capital BDC's and Alcentra Capital Corporation's actual results could differ materially from those expressed or implied
in such forward-looking statements for any reason, including those listed in the companies' respective SEC filings. Crescent Capital
BDC and Alcentra Capital Corporation assume no obligation to update any such forward-looking statements post today's call. Please
also note that past performance is not a guarantee of future results.
During this conference call, we will also
refer to certain non-GAAP financial measures. As these measures may not be comparable to similarly titled measures used by other
companies, you should not consider them in isolation from or as a substitute for measures prepared in accordance with GAAP.
I'll now turn the call over to Crescent
Capital BDC's CEO, Jason Breaux.
Jason Breaux:
Thank you Eunice, and thank you all for
joining us today. This is a very exciting time for both Crescent and Alcentra Capital. Just this morning, we jointly announced
that Crescent BDC has entered into a Definitive Merger Agreement to purchase Alcentra Capital Corporation. This transformational
combination establishes a Top 15, externally managed, publicly traded BDC, which we estimate at close will have over $500 million
in net assets and a combined portfolio in excess of $900 million.
Through this merger, Crescent BDC will
significantly increase its market presence, improve economies of scale, and enhance asset diversification, while still staying
true to our core strategy of maintaining a high-quality, senior secured, first lien-focused portfolio. Alcentra Capital shareholders
will also see immediate benefits from the transaction ranging from higher dividend yields to a more diversified portfolio.
With the unanimous approval of both companies'
Boards of Directors, including the independent directors of each, we anticipate that this merger will close in the fourth quarter,
subject to shareholder and regulatory approvals, as well as other customary closing conditions. At that point, shares of Crescent
BDC common stock are expected to begin trading on the NASDAQ under the ticker symbol CCAP.
By way of background, I have been with
Crescent Capital Group for nearly two decades in various senior investment roles and have been CEO of our BDC since it was established
in 2015. Over the past four-plus years, we've developed what we believe is a best-in-class privately held BDC. Now, we are committed
to launching a premier publicly-traded version.
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Crescent Capital BDC – Planned Acquisition
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I'll begin today's call by providing a
brief introduction on Crescent Capital, our firm investment strategy and the transaction rationale from Crescent BDC's perspective.
I'll then turn the call over to our CFO, Mike Wilhelms, to discuss the transaction details and the pro forma combined portfolio.
Suhail Shaikh, CEO of Alcentra Capital, will then discuss the strategic merits and deal rationale for Alcentra Capital shareholders.
I'll return to provide a few closing remarks before opening the call to your questions. So, let's begin.
For those Alcentra Capital shareholders
listening into today's call who may be new to Crescent BDC, we welcome you to Crescent and look forward to working together. Crescent
BDC is part of the Crescent Capital Group platform, an independent, employee-owned alternative credit manager with over 170 employees,
including 80 investment professionals across the U.S. and Europe managing more than $25 billion in assets. For nearly 30 years,
Crescent Capital Group has been investing in senior secured loans, high yield bonds, mezzanine debt and distressed debt securities.
We are one of the oldest private credit managers with a track record dating back to 1992.
We have differentiated ourselves by strategically
growing our asset base across multiple economic and business cycles to be more effective and relevant to our clients, including
our investors as well as the private equity community whose companies we finance. Crescent Capital Group seeks to deliver attractive
returns with less volatility, lower default rates and higher recoveries than the market average. Our disciplined investment approach
based on current income and principal preservation, our proprietary research platform, and our origination capabilities have resulted
in many longstanding investor and sponsor relationships. We believe that Alcentra Capital shareholders will benefit from these
strong relationships due to the increased investment opportunities provided by our merger.
Crescent Capital Group's market presence
and origination capabilities are apparent from our track record. In our private credit business, we've reviewed over 10,000 transactions
and provided debt financing to over 200 unique private equity sponsors, many of which are repeat clients. Our team has invested
more than $18 billion in nearly 400 private credit transactions over nearly 30 years.
Now, turning back to Crescent BDC. Our
BDC has broad access to Crescent Capital Group's private credit expertise and leverages the Crescent Capital Group platform to
grow the portfolio. Crescent BDC has exemptive relief from the SEC to co-invest alongside Crescent's private credit strategies,
thus providing our BDC access to a large variety of opportunities based on Crescent's long-established private credit origination
and underwriting capabilities. With the addition of Alcentra Capital, we can provide our clients and Alcentra Capital's shareholders
even further opportunities for income generation and capital appreciation.
The broader Crescent Capital Group platform
has historically focused on serving large institutional clients, with 95% of the investor base comprised of institutions. Through
this transaction, public equity investors will have access to Crescent Capital’s institutional-caliber private credit expertise
for the very first time. As a publicly traded entity, our current shareholders will be provided with the opportunity for liquidity,
as well as increased scale and further portfolio diversification. With the larger combined portfolio, we will benefit from economies
of scale as we leverage our cost base.
Furthermore, our increased size will provide
us improved access to the capital markets for growth and financing. Importantly, we will offer what we believe is a new best-in-class
public BDC fee structure that is further enhanced by waivers of certain management and incentive fees for six quarters following
the closing of the transaction. We also expect the transaction to become accretive to net asset value per share during this waiver
period. We believe our proposed fee structure is one of the most competitive amongst our public BDC peers with an attractive management
fee coupled with an incentive fee governed by an appropriate hurdle. This fee structure, combined with the meaningful financial
contribution and support from our advisor, aligns Crescent Capital’s interests with those of our current investors and soon-to-be
shareholders. Mike will further address this shortly.
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Crescent Capital BDC – Planned Acquisition
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Our advisor has demonstrated significant
alignment with all shareholders by contributing $21.6 million of the transaction consideration. This has allowed us to achieve
the mutually beneficial outcome of providing Alcentra Capital shareholders with estimated consideration well in excess of the current
trading price and equal to Alcentra Capital’s net asset value per share as of June 30, 2019 while providing Crescent BDC
shareholders the opportunity to acquire Alcentra Capital’s assets at a considerable discount to book value.
With that as background, let me now turn
the call over to Mike Wilhelms, our CFO, to discuss the transaction details. Mike?
Mike Wilhelms:
Thank you, Jason. As a quick introduction,
I have been the CFO of Crescent BDC since our inception in 2015. I began my career in public accounting and have served as CFO
of several companies throughout my 26-year career. Let's now discuss the transaction.
Under the terms of the agreement, in exchange
for approximately 12.9 million shares of Alcentra Capital common stock, Alcentra Capital’s shareholders will receive consideration
in the form of three components which approximate, first, $19.3 million in cash or $1.50 per share, from Crescent BDC; second,
5.2 million shares of Crescent BDC common stock; and third, $21.6 million in cash or $1.68 per share from CBDC Advisors, our external
manager, which will be rebranded Crescent Cap Advisors in the coming weeks. Any final dividend that Alcentra Capital must pay in
connection with the closing of the transaction to comply with applicable tax requirements that is in excess of Alcentra Capital’s
regular quarterly dividends will reduce the cash consideration to be paid by Crescent BDC on a dollar-for-dollar basis. The total
cash and stock consideration Alcentra Capital shareholders will receive at closing is currently estimated to be approximately $141.9
million after taking into account certain post-closing adjustments or approximately $11.02 per share, representing 1X Alcentra
Capital’s net asset value per share as of June 30, 2019, and 1.36X the closing price of Alcentra Capital’s common stock
on August 12, 2019.
As I just mentioned, we anticipate that
approximately 5.2 million Crescent BDC shares will be issued in total, with Crescent BDC shareholders owning approximately 81%
and Alcentra Capital shareholders owning 19% of the combined company at close.
As Jason mentioned, we have the benefit
of a very strong platform. Our investment advisor will provide significant financial support for this transaction. This includes
the aforementioned $21.6 million, or $1.68 per share, of total cash to be paid to Alcentra Capital stockholders at close, as well
as funding up to $1.4 million of Crescent BDC’s transaction expenses for a total of $23 million in support of the stockholders.
Upon closing, as Jason noted, we plan to
implement a compelling fee structure that includes a reduced management fee of 1.25% and an increased hurdle rate of 7% on a 17.5%
incentive fee. In addition, we will provide six quarters of base management fee waivers of 50 basis points, income incentive fee
waivers, and a dividend policy designed to over-earn a quarterly dividend of $0.41 per share. We will also implement a $20 million
open-market stock repurchase program following the close of the merger.
As of June 30, 2019, Crescent BDC’s
investment portfolio was $625 million across 91 investments, and Alcentra Capital’s investment portfolio was $219 million
across 29 investments. Crescent BDC will continue making new investments throughout the coming months, so we anticipate having
a combined investment portfolio over $900 million at close. When combining our investment portfolios as of June 30, 2019, the investment
type breakdown is 73% first-lien loans, 17% second-lien loans, 1% subordinated loans and 11% equity and other.
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Crescent Capital BDC – Planned Acquisition
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I now turn the call over to Suhail Shaikh,
CEO of Alcentra Capital.
Suhail Shaikh:
Thank you Mike, and thank you to all of
our shareholders joining us today. To provide some background on who we are, Alcentra Capital Corporation is a publicly-traded
BDC that offers customized debt and equity financing solutions to middle-market companies. Alcentra Capital is currently managed
by Alcentra NY, LLC, a majority-owned indirect subsidiary of BNY Alcentra Group Holdings, one of the world’s leading sub-investment
grade credit asset managers with an investment track record spanning across approximately 75 separate investment vehicles and accounts
totaling approximately$40 billion as of June 30, 2019.
We are very excited to have entered this
mutually beneficial combination with Crescent BDC, and we believe this transaction will bring great value to our investors. Our
merger agreement with Crescent BDC represents the culmination of our strategic alternatives review process led by an independent
director committee of Alcentra Capital's Board of Directors.
We publicly announced our strategic review
process this past April, and after extensive diligent analysis and thoughtful deliberations with a variety of interested parties,
we believe our merger with Crescent BDC is in the best interest of our shareholders to enhance the value of our company and will
accelerate our portfolio transition to a diversified portfolio of middle-market senior secured investments. Given Crescent Capital's
strong investment performance and deep platform, we are very happy that Crescent BDC was selected following our extensive review
process. Our Board of Directors and I are very impressed with Crescent BDC's investment experience and, of course, the consideration
to be paid to our shareholders.
We are pleased with the expected benefits
of the proposed transaction and believe that our investors will be too. In addition to the consideration to be paid at closing,
Alcentra Capital shareholders will benefit from an attractive dividend yield from the combined company generated by a scaled and
diversified combined portfolio. Our entire Management Team and Board of Directors are confident that this transaction is a win-win
that brings incremental value to Alcentra Capital and Crescent. For our shareholders, in particular, this transaction offers access
to the larger Crescent Capital Group platform, whose extensive resources, broad market insights and ability to access capital will
provide attractive opportunities going forward.
I'll now turn the call back to Jason Breaux
for concluding remarks.
Jason Breaux:
Thanks, Suhail. When we first launched
our BDC in 2015, it was a natural fit for Crescent Capital who has been managing and underwriting below investment grade credit
for nearly 30 years. This transaction is the next step in our growth trajectory. Ultimately, the combination of Crescent BDC and
Alcentra Capital will solidify our position as a scaled BDC with a high-quality portfolio that generates an attractive and sustainable
dividend for our shareholders.
Well over two decades ago, we learned that
it is not about the leverage; it is about the credit, and we have the right people and the right investment processes in place
to drive strong performance. On behalf of our Board of Directors and our entire Management Team, we'd like to thank each of our
clients, shareholders and employees for helping to build this business and making this transaction possible. We'd also like to
thank Alcentra Capital's Board of Directors, management and shareholders for their trust and confidence in Crescent Capital. That
concludes our prepared remarks. Operator, please open up the call to questions.
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Crescent Capital BDC – Planned Acquisition
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Operator:
Thank you. We will now be conducting a
question-and-answer session. If you would like to ask a question, please press star, one on your telephone keypad. A confirmation
tone will indicate your line is in the question queue. You may press star, two if you would like to remove your question from the
queue. For participants using speaker equipment, it may be necessary to pick up your handset before pressing the star keys. One
moment, please, while we poll for questions.
Our first question comes from Robert Dodd
with Raymond James. Please go ahead.
Robert Dodd:
Hi guys and congrats on the whole process.
I’ve got a bunch of questions so I’ll start off with the kind of deal structure ones and then hop back in the queue
for more. On the $1.50 from the BDC, from Crescent BDC to shareholders, can you tell us anything about what the tax treatment of
that $1.50 will be, and also, when you say it could be reduced by any excess of normal dividends, is that to say both Q3 and Q4
Alcentra normal dividends, because obviously the Q4 would normally be paid after the expected close of the transaction.
Suhail Shaikh:
Robert, this is Suhail. Thank you for your
questions. Yes, the plan is we’ve already obviously declared the Q3 dividend last week, so that’s going to get paid.
And then our intent is to declare the Q4 dividend and get that paid before the end of the year instead of post the end of the year,
which is our normal practice. Both those two dividends are the regular dividends that will be paid out.
With respect to the adjustment of the $1.50,
I think I’d first say that we’re going to direct you to our proxy statement that’s going to get filed in the
next few weeks, couple of weeks or so, and that’s going to have a lot more detail, but I think as we said and as Mike said
in his prepared remarks, it’s going to be adjusted for our sort of leftover income and whatever taxes we are required to
pay as a RIC in 2019.
Robert Dodd:
Right, right, so that excess is really
just referring to if you have any undistributed left at the end of the year. Okay, that makes sense. That’s normal, right?
Going back, so on that $1.50 and the $1.68
as well, do you have any color you can give us about whether those are—to shareholders, is that going to be treated as ordinary
income or affect their cost basis? Do you have any color on that?
Ellida McMillan:
Hey Robert, it’s Aleta. How are you?
It’s going to be ordinary income unless there’s a return of capital, but right now it’s ordinary (inaudible).
Robert Dodd:
Got it. Then the last question, I promise,
last question about tax. That $1.68, since it’s coming from the advisor that’s an LLC, if any of the shareholders—obviously
you have a lot of shareholders that are retail oriented and might hold it in a tax-free account or a term account, will that $1.68
if it’s coming from an LLC generate UBTI, do you know?
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Crescent Capital BDC – Planned Acquisition
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Suhail Shaikh:
We don’t. I’d say those shareholders
should consult their advisors on how that should be treated.
Robert Dodd:
Fair enough. I’ll hop back in the
queue for my other questions about Crescent. Thank you.
Operator:
Our next question comes from Ryan Lynch
with KBW. Please go ahead.
Ryan Lynch:
Hey, good afternoon. Thanks for taking
my questions. First one, Jason, you know you mentioned Crescent being about a $25 billion platform. Can you maybe just further
breakdown the buckets of kind of the AUM or the strategies that compose that $25 billion of AUM at Crescent? Then, specifically,
what sort of AUM do you have that is going to be focused on the same sort of strategies that Crescent BDC as well as the combination
of Crescent and Alcentra will be focused on?
Jason Breaux:
Hey Ryan, it’s Jason. Thanks for
your question. Just to break down Crescent’s AUM for you, the $25 billion of assets, it’s all below investment grade
corporate credit. We split our business up into private credit and public tradable credit. The tradable credit is sort of less
relevant the BDC. That’s about 40% of the $25 billion or $10 billion. The remaining $15 billion is private credit. That’s
managed through multiple different investment vehicles, but essentially we have direct lending strategies that invest in senior
secured companies. We also have junior debt strategies that invest in second lien and unsecured debt strategies as well and we’re
in both the U.S. and in Europe, so the relevant sort of AUM with respect to the BDC portfolio and the co-investment opportunities
is across Crescent’s private credit business which we characterize as approximately $15 billion.
Ryan Lynch:
Okay, that’s helpful. I guess what
I’m trying to get a sense of is I know you have the BDC has been in inception since 2015 and this merger, the BDC is going
to take over Alcentra and it’s going to have the same sort of strategy that the private Crescent BDC has had. I’m just
trying to get a sense of is there other AUM outside of the BDC that you guys can use to co-invest and outside of the BDC, the strategy
that you guys currently use within the BDC, do you guys have any strategies today that you have that same strategy?
Jason Breaux:
Thanks, Ryan. Just to make it clear, Crescent
BDC has co-investment exempted relief from the SEC to invest across our affiliated funds. So, any opportunity that we originate
and underwrite across the private credit platform at Crescent, that BDC has the opportunity to participate alongside. That’s
really important to highlight I think because that $15 billion platform sees many, many opportunities on an annual basis, approximately
1,500 or so per year at this point, and while the BDC itself maybe commits investment sizes of call it $5 million to $25 million
or $30 million on average, when we invest alongside the rest of our private credit strategies at Crescent, we speak for much larger
amounts across the platform. The BDC might take a $10 million position in a commitment that we might make for up to several hundred
million dollars to a company.
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Crescent Capital BDC – Planned Acquisition
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Ryan Lynch:
Okay. Makes sense. Then a question on the
consideration paid. If you used your guys NAV as the proxy, you guys paid $11.02. If you strip out the cash from the advisor, the
BDC paid, the private BDC Crescent Capital paid $9.34 for the assets at Alcentra. Alcentra, the current market value has been significantly
below that amount, if you look at kind of where it’s traded over the last year, so the market was clearly valuing those assets
at a bigger discount than the purchase price that Crescent Capital BDC paid, so how did you get comfortable paying the price that
you paid for these assets?
Jason Breaux:
Thanks, Ryan. Jason again. I can kick that
off and if Mike has anything to add, feel free. We through out diligence process got very good information on the underlying portfolio
at Alcentra. We performed extensive diligence on the 29 names within the portfolio and we essentially re-underwrote those names
as if we were underwriting any particular individual investment, so I would say that our purchase price, which at the BDC level
represents 85% of Alcentra book net asset value is something that we got quite comfortable with through the process.
Ryan Lynch:
Okay. Then last one for me for now, it
looks like you guys put in, are going to put in a $20 million share repurchase program for a period of 12 months post closing.
Can you talk? Is that going to be a programmatic buyback program or is that going to be a discretionary buyback program? And any
other plans that you guys have of minimizing the impact of when you list this vehicle which is going to have a significant amount
of shareholders who have been locked up for a few years now to try to ease that potential selling pressure post listing?
Mike Wilhelms:
Hi Ryan. This is Mike. Yes, we’ve
had discussions regarding that and at this point it’s still TBD as far as the exact structure.
Ryan Lynch:
Okay. Are there any other—I guess
with the share repurchase, are there any other features that you guys have taken into consideration as post merger this is going
to be a listed vehicle with shareholders from Crescent Capital BDC being locked up for several years, that can create and we’ve
seen it create significant amount of selling pressure once those vehicles lift. What are the considerations are you guys are going
through to ensure that the stock price trades well post listing?
Mike Wilhelms:
Again, good questions, Ryan. I mean at
this point those details are expected to be in the proxy and so at this point we need to wait for that to come out.
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Crescent Capital BDC – Planned Acquisition
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Ryan Lynch:
Okay, that’s all for me. Appreciate
the time.
Jason Breaux:
Thanks, Ryan.
Operator:
Our next question comes from Robert Dodd
with Raymond James. Please go ahead.
Robert Dodd:
Hi guys. I’m back. To follow-up on
maybe more bluntly on one of Ryan’s questions, the BDC looks, Crescent BDC, it’s had a pretty good track record so
far with NAV etc., but yes, it’s only been around a couple of years. Do you have any metrics, numbers that you’re willing
to disclose or can disclose about the track record that Crescent Capital had in those type of assets over the last more than a
decade. Ideally, you know, a track record that stretches back through a recession. Are there any numbers you can give us on that?
Jason Breaux:
Crescent has been around since 1991. Our
private strategies are sort of, call it 15 to 25-plus years old across multiple cycles, business cycles and economic cycles. We
have track record data going back nearly 30 years and I think what you’d find is that if you looked our historical default
rates and loss rates across those cycles, I think we would compare quite favorably to industry averages and index averages.
Robert Dodd:
Okay, got it. Thank you on that. When I
look at obviously the BDC, what could be the success of BDC, obviously the bigger part, the Crescent BDC, it says that the target
EBITDA range is 10 to 250, which is a pretty wide range. Can you give us any more data about where you currently reside in that?
I mean if I look in the portfolio, the spreads are typically pretty narrow. It looks like a very secure portfolio which might indicate
that you’re at the higher end of the—maybe not the 250 but not at the $10 million EBITDA range. Any color you can give
us on kind of the average EBITDA in the portfolio right now? Maybe what the debt-to-EBITDA is on the interest coverage or any metrics
like that? They may be disclosed in the Crescent Q but I haven’t had a chance to dig through in that detail yet.
Mike Wilhelms:
Thank you. This is Mike Wilhelms. On average,
currently our portfolio has an EBITDA of $28 million and as to your comment with the range of $10 million to $250 million, that
has to do more with the fact that we are co-investing with different strategies within Crescent, so, for instance, our U.S. direct
lending strategy is more lower middle market focus so they’re going to be looking at $10 million to $40 million EBITDA companies,
whereas our junior debt strategy or mezzanine strategy is upper middle market focused and so they’re going to looking at
$40-plus million EBITDA companies. But on average, our portfolio as of June 30 had a $28 million EBITDA.
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Crescent Capital BDC – Planned Acquisition
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Robert Dodd:
Got it, got it. Thank you. Then one obscure
one if I can, obviously (inaudible). Either Crescent BDC has a senior loan JV and the partner in such as JV can be quite important
about the ability to grow that long-term, etc. and so your partner in there is Master Land Enterprise Holdings. I’ll be honest.
I can’t find anything out about these people other than the fact that it may be a Hong Kong real estate developer. Any color
you can give us on who that is and what their ability would be to scale that JV if and when the BDC were to get bigger?
Jason Breaux:
Yes, Robert. Thank you. Master Land is
an entity that is named but we will tell you that it is a part of a global asset manager of very significant size, so in terms
of the ability to commit and grow that vehicle over time, I think that’s certainly in the cards, so I just wanted to—I’d
like to make that clear. Anything else on that?
Mike Wilhelms:
I’d add from a growth standpoint,
currently the commitment is 50/50 in that joint venture and certainly from an eligible or an ineligible basket we have plenty of
room there, so it is something that Crescent would be willing to take their commitment size up to say 60/40 or even greater than
that if growth made sense.
Jason Breaux:
Thanks, Mike.
Operator:
This concludes the question-and-answer
session. I will now turn the conference over to Jason Breaux for closing comments.
Jason Breaux:
Okay. Thank you everyone for dialing in
and listening to our call here. We’re very excited about the merits of this transaction and combination, and look forward
to speaking with you all soon.
Operator:
This concludes today’s conference.
Thank you for your participation.
10
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Forward-Looking Statements
This communication contains “forward-looking”
statements as that term is defined in Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities
Exchange Act of 1934, as amended by the Private Securities Litigation Reform Act of 1995, including statements regarding the proposed
transaction between Crescent BDC and Alcentra Capital pursuant to a merger agreement dated August 12, 2019 (the “Merger Agreement”)
among Crescent BDC, Alcentra Capital, Crescent Cap Advisors and a wholly-owned subsidiary of Crescent BDC. All statements, other
than historical facts, including statements regarding the expected timing of the closing of the proposed transaction; the ability
of the parties to complete the proposed transaction considering the various closing conditions; the expected benefits of the proposed
transaction such as improved operations, enhanced revenues and cash flow, growth potential, market profile and financial strength;
the competitive ability and position of the combined company following completion of the proposed transaction; and any assumptions
underlying any of the foregoing, are forward-looking statements. Forward-looking statements concern future circumstances and results
and other statements that are not historical facts and are sometimes identified by the words “may,” “will,”
“should,” “potential,” “intend,” “expect,” “endeavor,” “seek,”
“anticipate,” “estimate,” “overestimate,” “underestimate,” “believe,”
“could,” “project,” “predict,” “continue,” “target” or other similar
words or expressions. Forward-looking statements are based upon current plans, estimates and expectations that are subject to risks,
uncertainties and assumptions. Should one or more of these risks or uncertainties materialize, or should underlying assumptions
prove incorrect, actual results may vary materially from those indicated or anticipated by such forward-looking statements. The
inclusion of such statements should not be regarded as a representation that such plans, estimates or expectations will be achieved.
Important factors that could cause actual results to differ materially from such plans, estimates or expectations include, among
others, (1) that one or more closing conditions to the transaction, including certain regulatory approvals, may not be satisfied
or waived, on a timely basis or otherwise, including that a governmental entity may prohibit, delay or refuse to grant approval
for the consummation of the proposed transaction, may require conditions, limitations or restrictions in connection with such approvals
or that the required approval by the stockholders of each of Crescent BDC and Alcentra Capital may not be obtained; (2) the risk
that the mergers or other transactions contemplated by the Merger Agreement may not be completed in the time frame expected by
Crescent BDC and Alcentra Capital or at all; (3) unexpected costs, charges or expenses resulting from the proposed transaction;
(4) uncertainty of the expected financial performance of the combined company following completion of the proposed transaction;
(5) uncertainty with respect to the trading levels of shares of the combined company’s common stock on NASDAQ; (6) failure
to realize the anticipated benefits of the proposed transaction, including as a result of delay in completing the proposed transaction
or integrating the businesses of Crescent BDC and Alcentra Capital; (7) the ability of the combined company to implement its business
strategy; (8) difficulties and delays in achieving synergies and cost savings of the combined company; (9) inability to retain
and hire key personnel; (10) the occurrence of any event that could give rise to termination of the Merger Agreement; (11) the
risk that stockholder litigation in connection with the proposed transaction may affect the timing or occurrence of the contemplated
merger or result in significant costs of defense, indemnification and liability; (12) evolving legal, regulatory and tax regimes;
(13) changes in laws or regulations or interpretations of current laws and regulations that would impact Crescent BDC’s classification
as a business development company; and (14) changes in general economic and/or industry specific conditions. Some of these factors
are enumerated in the filings Crescent BDC and Alcentra Capital have made with the Securities and Exchange Commission (the “SEC”),
and will be contained in the materials Crescent BDC and Alcentra Capital will file with the SEC in connection with the proposed
transactions under the Merger Agreement, including a Crescent BDC registration statement on Form N-14 (the “Registration
Statement”), which will include Crescent BDC’s and Alcentra Capital’s joint proxy statement on Schedule 14A that
also constitutes a prospectus of Crescent BDC (the “Joint Proxy Statement/Prospectus”).
The inclusion of forward-looking statements
should not be regarded as a representation that any plans, estimates or expectations will be achieved. Any forward-looking statements
speak only as of the date of this communication. Except as required by federal securities laws, neither Crescent BDC nor Alcentra
Capital undertakes any obligation to update or revise any forward-looking statements, whether as a result of new information or
development, future events or otherwise. Readers are cautioned not to place undue reliance on any of these forward-looking statements.
Additional Information and Where to
Find It
This communication relates to a proposed
business combination involving Crescent BDC and Alcentra Capital, along with related proposals for which stockholder approval will
be sought (collectively, the “Proposals”). In connection with the Proposals, Crescent BDC and Alcentra Capital will
file relevant materials with the SEC, including the Registration Statement and Joint Proxy Statement/Prospectus. The Registration
Statement and Joint Proxy Statement/Prospectus will each contain important information about Crescent BDC and Alcentra Capital,
the proposed transactions, the Proposals and related matters.
INVESTORS AND SECURITY HOLDERS OF CRESCENT BDC AND ALCENTRA
CAPITAL ARE URGED TO READ THE REGISTRATION STATEMENT AND THE JOINT PROXY STATEMENT/PROSPECTUS, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS
TO THESE DOCUMENTS AND OTHER DOCUMENTS THAT WILL BE FILED WITH THE SEC, CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE
BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT CRESCENT BDC, ALCENTRA CAPITAL THE PROPOSED TRANSACTIONS, THE PROPOSALS AND
RELATED MATTERS.
Investors and security holders will be able to obtain the Registration Statement, the Joint Proxy Statement/Prospectus
and other documents filed with the SEC by Crescent BDC and Alcentra Capital, free of charge, from the SEC’s web site at
www.sec.gov
and
from either Crescent BDC’s or Alcentra Capital’s web sites at
http://crescentbdc.com
or at
www.alcentracapital.com
.
Investors and security holders may also obtain free copies of the Registration Statement, the Joint Proxy Statement/Prospectus
and other documents filed with the SEC from Crescent BDC by contacting Crescent BDC’s Investor Relations Department at
bdcir@crescentcap.com
or
from Alcentra Capital by contacting Alcentra Capital’s Investor Relations Department at
investorrelationsbdc@alcentra.com
.
Participants in the Solicitation
This communication is not a solicitation
of a proxy from any investor or security holder. However, Crescent BDC, Alcentra Capital, and their respective directors and executive
officers, other members of their management and employees may be deemed to be participants in the solicitation of proxies in connection
with the Proposals. Information regarding Crescent BDC’s directors and executive officers is available in its definitive
proxy statement for its 2019 annual meeting of stockholders filed with the SEC on April 26, 2019. Information regarding Alcentra
Capital’s directors and executive officers is available in an amendment to its annual report for the year ended December
31, 2018 on Form 10-K/A (the “2018 Form 10-K/A”), filed with the SEC on April 30, 2019. To the extent holdings of securities
by such directors or executive officers have changed since the amounts printed in Crescent BDC’s 2019 proxy statement and
Alcentra Capital’s 2018 Form 10-K/A, such changes have been or will be reflected on Statements of Changes in Beneficial Ownership
on Form 4 filed by such directors or executive officers, as the case may be, with the SEC. More detailed information regarding
the identity of potential participants, and their direct or indirect interests, by security holdings or otherwise, will be set
forth in the Registration Statement and the Joint Proxy Statement/Prospectus when such documents become available. These documents
may be obtained free of charge from the sources indicated above.
No Offer or Solicitation
The information in this communication is
for informational purposes only and shall not constitute an offer to sell or the solicitation of an offer to sell or the solicitation
of an offer to buy any securities or the solicitation of any vote or approval in any jurisdiction pursuant to or in connection
with the Proposals or otherwise, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in contravention
of applicable law. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10
of the Securities Act of 1933, as amended.
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