NEW YORK, Jan. 17, 2020 /PRNewswire/ -- Alcentra Capital
Corporation (NASDAQ: ABDC) ("Alcentra Capital" or the "Company")
today announced that its Board of Directors declared a final
dividend in an amount equal to all of the Company's undistributed
net ordinary income and capital gains through the closing date of
its proposed merger (the "Merger") with Crescent Capital BDC, Inc.
("Crescent Capital BDC"). It is currently estimated that the amount
of the final dividend will be between $0.40 and $0.50 per
share assuming that the Merger closes on January 31, 2020. The actual amount of the final
dividend may be more or less than the estimated amount and will be
determined prior to the closing of the Merger.
Payment of the final dividend is contingent upon the
consummation of the Merger with Crescent Capital BDC (which is
expected to occur on January 31,
2020) and will be paid to stockholders of record of the
Company at the close of business on January 28, 2020. The
conditional dividend payment date will be announced by the Company
at a later date.
About Alcentra Capital Corporation
Alcentra Capital provides customized debt and equity financing
solutions to middle-market companies, which Alcentra Capital
generally defines as U.S. based companies having between
$15.0 million and $75.0 million of EBITDA. Alcentra Capital's
investment objective is to provide attractive risk-adjusted returns
by generating current income from its debt investments. Alcentra
Capital seeks to partner with business owners, management teams and
financial sponsors by providing customized financing for change of
ownership transactions, recapitalizations, strategic acquisitions,
business expansion and other growth initiatives.
Alcentra Capital, which is externally managed by Alcentra NY,
LLC, is a closed-end, non-diversified management investment company
that has elected to be treated as a business development company
under the Investment Company Act of 1940. In addition, for tax
purposes, Alcentra Capital has elected to be treated as a regulated
investment company under Subchapter M of the Internal Revenue
Code.
Additional Information and Where to Find It
This communication relates to a proposed business combination
involving Crescent Capital BDC and Alcentra Capital, along with
related proposals for which stockholder approval will be sought
(collectively, the "Proposals"). In connection with the Proposals,
Crescent Reincorporation Sub, Inc. ("Crescent Capital Maryland
BDC"), a Maryland corporation and
newly formed wholly owned subsidiary of Crescent Capital BDC,
Alcentra Capital and Crescent Capital BDC have filed relevant
materials with the Securities and Exchange Committee (the "SEC"),
including the registration statement on
N-14 (File No. 333-233995) (the "Registration
Statement") filed with the SEC by Crescent Capital Maryland
BDC, which includes Crescent Capital BDC's and Alcentra Capital's
joint proxy statement on Schedule 14A (the "Joint Proxy
Statement"). The Registration Statement and Joint Proxy Statement
each contain important information about Alcentra Capital, Crescent
Capital BDC, the mergers and the other transactions (collectively,
the "Transactions") contemplated by that certain Agreement and
Plan of Merger, dated as of August 12, 2019 (as amended on
September 27, 2019, the "Merger Agreement") with Crescent
Capital BDC, the Company and the other parties thereto, the
Proposals and related matters. INVESTORS AND SECURITY
HOLDERS OF CRESCENT CAPITAL BDC AND ALCENTRA CAPITAL ARE URGED TO
READ THE REGISTRATION STATEMENT AND THE JOINT PROXY STATEMENT, 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 BECAUSE THEY CONTAIN IMPORTANT INFORMATION ABOUT ALCENTRA
CAPITAL, CRESCENT CAPITAL BDC, THE PROPOSED TRANSACTIONS, THE
PROPOSALS AND RELATED MATTERS. Investors and security
holders are able to obtain the Registration Statement, the Joint
Proxy Statement and other documents filed with the SEC by Crescent
Capital Maryland BDC, Alcentra Capital and Crescent Capital BDC,
free of charge, from the SEC's web site
at www.sec.gov and from either Alcentra Capital's or
Crescent Capital BDC's web sites at www.alcentracapital.com or
at www.crescentbdc.com. Investors and security holders may
also obtain free copies of the Registration Statement, the Joint
Proxy Statement and other documents filed with the SEC from
Crescent Capital BDC by contacting Crescent Capital BDC's Investor
Relations Department at investor.relations@crescentcap.com, or from
Alcentra Capital by contacting Alcentra Capital's Investor
Relations Department at investorrelationsbdc@alcentra.com.
Participants in the Solicitation
Alcentra Capital and Crescent Capital BDC and their respective
directors, executive officers, other members of their management
and employees may be deemed to be participants in the solicitation
of proxies in connection with the proposed Transactions.
Information regarding the persons who may, under the rules of the
SEC, be considered participants in the solicitation of the Alcentra
Capital and Crescent Capital BDC stockholders in connection with
the proposed Transactions, and their direct or indirect interests,
by security holdings or otherwise, is set forth in the Joint Proxy
Statement and Registration Statement filed with the SEC. To the
extent holdings of securities by any of Alcentra Capital's or
Crescent Capital BDC's directors or executive officers have changed
since the amounts disclosed in the Joint Proxy Statement and
Registration Statement, 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. These documents may be obtained free of charge from the
sources indicated above.
Cautionary Statement Regarding 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, including statements regarding the proposed
Transactions between Crescent Capital BDC and Alcentra Capital
pursuant to the Merger Agreement. All statements, other than
historical facts, including statements regarding the expected
timing of the closing of the proposed Transactions; the ability of
the parties to complete the proposed Transactions considering the
various closing conditions; the expected benefits of the proposed
Transactions 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 Transactions; 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 proposed
Transactions, 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 Transactions, may
require conditions, limitations or restrictions in connection with
such approvals or that the required approval by the stockholders of
each of Crescent Capital BDC and Alcentra Capital may not be
obtained; (2) the risk that the Transactions contemplated by
the Merger Agreement may not be completed in the time frame
expected by Crescent Capital BDC and Alcentra Capital or at all;
(3) unexpected costs, charges or expenses resulting from the
proposed Transactions; (4) uncertainty of the expected
financial performance of the combined company following completion
of the proposed Transactions; (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 Transactions, including as a result of delay in
completing the proposed Transactions or integrating the businesses
of Crescent Capital 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 Transactions 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 Capital 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 Capital Maryland BDC, Crescent Capital BDC and
Alcentra Capital have made or will make with the SEC in connection
with the proposed Transactions under the Merger Agreement,
including the Registration Statement and the Joint Proxy
Statement.
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, none of Crescent Capital Maryland BDC,
Crescent Capital BDC and 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.
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SOURCE Alcentra Capital Corporation