NEW YORK, Jan. 30, 2020 /PRNewswire/ -- Alcentra Capital
Corporation ("Alcentra Capital") (NASDAQ: ABDC) today announced
that over 98% of stockholders who voted at its special meeting of
stockholders held on January 29, 2020
cast their votes in favor of the proposed merger (the "Merger")
with Crescent Capital BDC, Inc. ("Crescent BDC"), satisfying the
stockholder approval requirements applicable to Alcentra Capital
under applicable law and the merger agreement with Crescent BDC
(the "Merger Agreement"). The final results will be available on a
Current Report on Form 8-K to be filed by Alcentra Capital.
The transaction is expected to close on January 31, 2020, subject to the satisfaction of
certain other customary closing conditions. The combined Crescent
BDC's common stock is expected to begin trading on The Nasdaq
Global Market ("NASDAQ") under the ticker symbol "CCAP" on
February 3, 2020.
Alcentra Capital also today announced that the amount of its
final dividend will be $0.80 per
share, assuming the Merger with Crescent BDC closes on January 31, 2020. Pursuant to the Merger
Agreement, Alcentra Capital's final dividend will reduce the cash
consideration of approximately $1.50
to be received by Alcentra Capital stockholders from Crescent BDC
in the Merger on a dollar-for-dollar basis. In connection with the
closing of the Merger, Alcentra Capital stockholders will also
receive 0.4041 shares of Crescent BDC common stock and cash
consideration of approximately $1.68
per share from Crescent BDC's investment adviser, neither of which
will be reduced by Alcentra Capital's final dividend payment.
The final dividend 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 and is necessary
to preserve Alcentra Capital's regulated investment company tax
treatment.
As previously announced, payment of Alcentra
Capital's final dividend is contingent upon the consummation
of the Merger 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.
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
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 ("Alcentra NY"), 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.
About Alcentra NY and BNY Alcentra Group Holdings
Alcentra NY, a registered investment adviser under the
Investment Advisers Act of 1940, is a subsidiary of BNY Alcentra
Group Holdings, Inc. ("Alcentra Group"). Founded in 2002, Alcentra
Group is one of the world's leading sub-investment grade credit
asset managers focusing on the U.S. and European markets with
$42 billion under management, as of
December 31, 2019 (including accounts
managed by Alcentra NY, Alcentra Ltd, and assets managed by
Alcentra Group personnel for affiliates under dual officer
arrangements). Strategies include senior loans, high yield bonds,
direct lending, structured credit, distressed debt, and
multi-strategy credit. Alcentra Group is a subsidiary of The Bank
of New York Mellon Corporation and is headquartered in London, with offices in New York, Boston and San
Francisco as well as representatives in Singapore and Hong
Kong.
Forward-Looking Statements
This communication contains "forward-looking" statements,
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, or may require
conditions, limitations or restrictions in connection with such
approvals; (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 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 BDC and Alcentra Capital have made with the Securities and
Exchange Commission (the "SEC"), and are contained in the materials
Crescent Reincorporation Sub, Inc. ("Crescent Capital Maryland
BDC"), Crescent BDC and Alcentra Capital have filed with the SEC in
connection with the proposed transactions under the Merger
Agreement.
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