NEW YORK, Jan. 28, 2020 /PRNewswire/ -- Alcentra
Capital Corporation (NASDAQ: ABDC) ("Alcentra Capital" or the
"Company") today announced that, due to the contingent nature of
its final dividend, Nasdaq has informed the Company that
stockholders who sell their shares of Alcentra Capital common stock
until and through the close of trading on January 31, 2020 (the conditional dividend
payment date) will also sell their entitlement to the final
dividend to the respective purchasers of the shares.
As previously announced, payment of Alcentra Capital's final
dividend is contingent upon the consummation of the proposed merger
(the "Merger") with Crescent Capital BDC, Inc. ("Crescent BDC") and
will be paid on the closing date to the Company's stockholders of
record at the close of business on January 28, 2020 who
continue to hold through the closing date, which is expected to
occur on January 31, 2020.
Pursuant to the merger agreement with Crescent BDC and the other
parties thereto, Alcentra Capital's final dividend will reduce the
cash consideration to be received by Alcentra Capital stockholders
in the Merger on a dollar-for-dollar basis. The actual amount of
the final dividend, which will comprise an amount necessary to
distribute all of Alcentra Capital's undistributed net ordinary
income and capital gains from its 2019 taxable year through the
anticipated closing date of the Merger, will be determined in
connection with the closing of the Merger. The final dividend is
necessary to preserve Alcentra Capital's regulated investment
company tax treatment.
Alcentra Capital's dividend reinvestment plan ("DRIP") will not
apply to the final dividend. As a result, all participants under
the DRIP will receive the final dividend in cash and not shares of
Alcentra Capital common stock.
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 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
BDC, Alcentra Capital and Crescent 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 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
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 BDC,
the Company and the other parties thereto, 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, 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 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 BDC, free of charge, from the SEC's
web site at www.sec.gov and from either Alcentra
Capital's or Crescent 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 BDC by contacting
Crescent 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 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 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 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 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 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 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
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 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 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 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