| Item 1.01. |
Entry into a Material Definitive Agreement. |
On July 28, 2023, Crescent Capital BDC, Inc., a Maryland corporation (the “Company”) issued approximately $50 million in aggregate principal amount of 7.54% senior unsecured notes due July 28, 2026 (the “Series 2023A Notes”) as more fully described below. The Company also repaid all outstanding indebtedness and interest on $50 million in aggregate principal amount of its 5.95% senior unsecured notes due July 30, 2023 (the “Series 2020A Notes”). The aggregate amount paid was approximately $51.5 million, consisting of the remaining principal amount plus accrued and unpaid interest thereon. Following the payment, none of the Series 2020A Notes remain outstanding.
On May 8, 2023, the Company, entered into a Second Supplement to the Note Purchase Agreement (the “Second Supplement”) by and among the Company, the qualified institutional investors named therein (the “Series 2023A Additional Purchasers”) governing the issuance of the 2023A Notes. The Second Supplement supplements the Note Purchase Agreement, dated July 30, 2020 by and among the Company and Sun Life Assurance Company of Canada and Sun Life Financial Trust, Inc. (the “Master Note Purchase Agreement” and together with the Second Supplement and the First Supplement to the Note Purchase Agreement, dated as of February 17, 2021, the “Note Purchase Agreement”) pursuant to which the Company previously issued the Series 2020A Notes and $135.0 million in aggregate principal amount of its 4.00% senior unsecured notes due February 17, 2026. The Series 2023A Notes have a fixed interest rate of 7.54% and will be due on July 28, 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 2023A Notes will be due semiannually. This interest rate is subject to an increase (of up to 1.00% to a maximum rate of 8.54%) during any time that, subject to certain exceptions, the Series 2023A Notes do not have an investment grade rating of BBB- or better. In addition, the Company is obligated to offer to repay the Series 2023A Notes at par if certain change in control events occur. The Series 2023A 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 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 2023A Notes were offered in reliance on Section 4(a)(2) of Securities Act of 1933, as amended (the “Securities Act”). The Series 2023A 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 2023A 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 references to the copy of the Second Supplement which was filed as Exhibit 10.15 to the quarterly report on Form 10-Q, as filed with the Securities and Exchange Commission on May 10, 2023, and the copy of the Master Note Purchase Agreement which was filed as Exhibit 10.1 to the current report on Form 8-K, as filed with the SEC on July 30, 2020, each of which 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.
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