Crescent Capital BDC Inc
For the period ended Sep 30, 2024. Filed Nov 12, 2024.
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A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Sep 30, 2024 · Filed Nov 12, 2024
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Item 6. Exhibits
ITEM 6. EXHIBITSAND FINANCIAL STATEMENT SCHEDULES
The following documents are filed as part of this Annual Report:
| 1. | Financial Statements—Financial statements are included in Item 1. See the Index to the Consolidated Financial Statements of this quarterly report on Form 10-Q. |
| 2 | Financial Statement Schedules—None. We have omitted financial statements schedules because they are not required or are not applicable, or the required information is shown in the consolidated financial statements or notes to the consolidated financial statements included in this quarterly report on Form 10-Q. |
| 3. | Exhibits—The following is a list of all exhibits filed as a part of this quarterly report on Form 10-Q, including those incorporated by reference. |
| 2.1 | Agreement and Plan of Merger, dated August 12, 2019, by and among the Company, Atlantis Acquisition Sub, Inc., Alcentra Capital Corporation and Crescent Cap Advisors, LLC (formerly CBDC Advisors, LLC) (incorporated by reference to Exhibit 2.1 to the Company’s current report on Form 8-K filed on August 13, 2019). |
| 2.2 | Amendment No. 1, dated September 27, 2019, to Agreement and Plan of Merger by and among the Company, Atlantis Acquisition Sub, Inc., Alcentra Capital Corporation and Crescent Cap Advisors, LLC (incorporated by reference to Annex B to the Company’s Preliminary Proxy Statement filed on October 3, 2019. |
| 2.3 | Agreement and Plan of Merger, dated September 27, 2019, by and between the Company and Crescent Reincorporation Sub, Inc. (incorporated by reference to Exhibit 2.3 to the Company’s quarterly report on Form 10-Q filed on November 7, 2019). |
| 2.4 | Agreement and Plan of Merger, dated October 3, 2022, by and among the Company, Echelon Acquisition Sub, Inc., Echelon Acquisition Sub LLC, First Eagle Alternative Capital BDC, Inc. and Crescent Cap Advisors, LLC (incorporated by reference to Exhibit 2.1 to the Company’s current report on Form 8-K filed on October 4, 2022). |
| 3.1 | Articles of Amendment and Restatement (incorporated by reference to Exhibit 3.1 to the Company’s Form 8-K filed on January 30, 2020). |
| 3.2 | Amended and Restated Bylaws (incorporated by reference to Exhibit 3.2 to the Company’s Form 8-K filed on January 30, 2020). |
| 4.1 | Amended and Restated Dividend Reinvestment Plan (incorporated by reference to Exhibit 4.1 to the Company’s Form 10-K filed on March 4, 2020). |
| 10.1 | Investment Advisory Agreement by and between the Company and Crescent Cap Advisors, LLC, dated as of January 5, 2021 (incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K filed on January 6, 2021). |
| 10.2 | Amended and Restated Administration Agreement by and between the Company and CCAP Administration LLC (incorporated by reference to Exhibit 10.2 to the Company’s Form 8-K filed on February 3, 2020). |
| 10.3 | Trademark License Agreement, dated April 30, 2015, by and between the Company and Crescent (incorporated by reference to Exhibit 10.3 to the Company’s Registration Statement on Form 10 (File No. 000-55380) filed on June 5, 2015). |
| 10.4 | Form of Indemnification Agreement (incorporated by reference to Exhibit 10.3 to the Company’s Form 8-K filed on January 31, 2020). |
| 10.5 | Form of Subscription Agreement (incorporated by reference to Exhibit 10.5 to the Company’s Registration Statement on Form 10 (File No. 000-55380) filed on June 5, 2015). |
| 10.6 | Custodial Agreement, dated as of May 21, 2021, by and between the Company and U.S. Bank National Association (incorporated by reference to Exhibit 10.9 to the Company’s current report on Form 10-Q filed on August 11, 2021). |
| 10.7 | Transaction Support Agreement, dated August 12, 2019, between the Company and Crescent Cap Advisors, LLC (f/k/a CBDC Advisors, LLC) (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K (File No. 814-01132), filed on August 13, 2019). |
| 10.8 | Conformed Loan and Security Agreement (conformed through Amendment No. 4) (incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K filed on March 17, 2020). |
| 10.9 | Fifth Amendment to Loan and Security Agreement, dated June 21, 2021, among the Company, as the collateral manager, seller and equityholder, Crescent Capital BDC Funding, LLC, as the borrower, the banks and other financial |
| institutions from time to time party thereto as lenders, and Wells Fargo Bank, National Association, as administrative agent, collateral agent, and lender (incorporated by reference to Exhibit 10.2 to the Company’s Form 8-K filed on June 25, 2021). | |
| 10.10 | Sixth Amendment to Loan and Security Agreement, dated March 7, 2023, by and among the Company, as the collateral manager, seller and equity holder, Crescent Capital BDC Funding, LLC, as the borrower, and Wells Fargo Bank, National Association, as administrative agent, collateral agent, and lender (incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K filed on March 8, 2023). |
| 10.11 | Seventh Amendment to Loan and Security Agreement, dated May 31, 2024, by and among the Company, as the collateral manager, seller and equity holder, Crescent Capital BDC Funding, LLC, as the borrower, and Wells Fargo Bank, National Association, as administrative agent, collateral agent, and lender (incorporated by reference to Exhibit 10.1 to the Company's Form 8-K filed on June 4, 2024). |
| 10.12 | Master Note Purchase Agreement, dated July 30, 2020, by and among the Company and the Purchasers signatory thereto (incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K filed on July 30, 2020). |
| 10.13 | Form of 5.95% Series 2020A Senior Notes due July 30, 2023 (included in Exhibit 10.11). |
| 10.14 | First Supplement and Amendment to Note Purchase Agreement, dated February 17, 2021, by and among the Company and the Purchasers signatory thereto (incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K filed on February 17, 2021). |
| 10.15 | Form of 4.00% Series 2021A Senior Note Due February 17, 2026 (included in Exhibit 10.13). |
| 10.16 | Second Supplement to Note Purchase Agreement, dated May 8, 2023, by and among the Company and the Purchasers signatory thereto (incorporated by reference to Exhibit 10.15 to the Company’s Form 10-Q filed on May 10, 2023). |
| 10.17 | Form of 7.54% Series 2023A Senior Note Due July 28, 2026 (incorporated by reference to Exhibit 10.15 to the Company’s quarterly report on Form 10-Q filed on May 10, 2023). |
| 10.18 | Senior Secured Revolving Credit Agreement dated October 27, 2021, by and among the Company as the Borrower, certain lenders party thereto and Sumitomo Mitsui Banking Corporation, as administrative agent, arranger, and lender (incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K filed on October 29, 2021). |
| 10.19 | First Amendment to Senior Secured Revolving Credit Agreement dated March 4, 2022, by and among the Company as the Borrower, certain lenders party thereto and Sumitomo Mitsui Banking Corporation, as administrative agent, arranger, and lender (incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K filed on March 7, 2022). |
| 10.20 | First Omnibus Amendment to the Senior Secured Revolving Credit Agreement and Guarantee and Security Agreement dated January 13, 2023, by and among the Company as the Borrower, certain lenders party thereto and Sumitomo Mitsui Banking Corporation, as administrative agent, arranger, and lender (incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K filed on January 18, 2023). |
| 10.21 | Form of Indenture and related exhibits between FCRD and U.S. Bank National Association, as trustee (incorporated herein by reference to Exhibit d.2 filed with Pre-Effective Amendment No. 1 to FCRD’s Registration Statement on Form N-2 (File No. 333-175074) filed on August 25, 2011). |
| 10.22 | Fourth Supplemental Indenture, relating to the 5.00% Notes due 2026, between FCRD and U.S. Bank National Association, as trustee (incorporated herein by reference to Exhibit 4.1 filed with FCRD’s Current Report on Form 8-K filed on May 25, 2021). |
| 10.23 | Form of 5.00% Note due 2026 (incorporated herein by reference to Exhibit 4.1 filed with FCRD’s Current Report on Form 8-K filed on May 25, 2021). |
| 10.24 | Fifth Supplemental Indenture between the Company and U.S. Bank National Association, as trustee (incorporated by reference to Exhibit 4.4 filed with the Company’s Registration Statement on Form 8-A on March 9, 2023). |
| 14.1 | Code of Ethics (incorporated by reference to Exhibit 14.1 to the Company’s Form 10-K filed on March 4, 2020). |
| 19.1 | Insider Trading Policy (incorporated by reference to Exhibit 19.1 to the Company’s Form 10-K filed on February 21, 2024). |
| 31.1 | Certification of Chief Executive Officer, Pursuant to Rule 13a-14(a), as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (filed herewith). |
| 31.2 | Certification of Chief Financial Officer, Pursuant to Rule 13a-14(a), as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (filed herewith). |
| 32 | Certification of Chief Executive Officer and Chief Financial Officer, Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (filed herewith). |
| 97 | Clawback Policy (incorporated by reference to Exhibit 97 to the Company’s Form 10-K filed on February 21, 2024). |
| 101.INS | Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because XBRL tags are embedded within the Inline XBRL document. |
| 101.SCH | Inline XBRL Taxonomy Extension Schema with Embedded Linkbase Document |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| Crescent Capital BDC, Inc. | ||
| Date: November 12, 2024 | By: | /s/ Jason A. Breaux |
|---|---|---|
| Jason A. Breaux | ||
| Chief Executive Officer | ||
| Date: November 12, 2024 | By: | /s/ Gerhard Lombard |
| Gerhard Lombard | ||
| Chief Financial Officer | ||
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