Crescent BDC to acquire Alcentra Capital for approximately $11.02 per share
Crescent Capital BDC and Alcentra Capital announced that they have entered into a definitive merger agreement under which Crescent BDC will acquire Alcentra Capital. This transaction is the result of Alcentra Capital's previously announced review of strategic alternatives led by an independent director committee of its board of directors and has been unanimously approved by the committee of independent directors, the independent directors of Crescent BDC and the boards of directors of both companies. Under the terms of the transaction, in exchange for approximately 12.9M shares of Alcentra Capital common stock, Alcentra Capital's stockholders will receive approximately $19.3M in cash, or $1.50 per share, from Crescent BDC, 5.2M shares of Crescent BDC common stock and $21.6M in cash, or $1.68 per share, from CBDC Advisors, Crescent BDC's investment adviser. Any final dividend that Alcentra Capital must pay in connection with the closing of the transaction to comply with applicable tax requirements that is in excess of Alcentra Capital's regular quarterly dividends will reduce the cash consideration to be paid by Crescent BDC on a dollar-for-dollar basis. The total cash and stock consideration to be received at closing is currently estimated to be approximately $141.9M after taking into account certain post-closing adjustments, or approximately $11.02 per share, representing 1x Alcentra Capital's net asset value per share as of June 30 and 1.36x the closing price of Alcentra Capital's common stock on August 12, 2019. The total value of the consideration to be received by Alcentra Capital stockholders at closing is variable and may be different than the estimated total consideration described herein depending on a number of factors, including as a result of transaction costs that are different than those estimated by the parties, fair value adjustments, operating performance subsequent to June 30, 2019 and share issuances. Crescent Cap Advisors will provide significant financial support to the transaction, including approximately $1.68 per share referenced above of the total approximately $3.18 per share cash consideration to be paid to Alcentra Capital's stockholders at closing and the fee waivers discussed below. In addition, Crescent Cap Advisors has agreed to fund at closing approximately $1.4M of Crescent BDC's transaction expenses incurred related to this transaction. Prior to the consummation of the transaction, Crescent BDC will convert to a Maryland corporation, and as a result, the combined company will be incorporated in Maryland. Crescent BDC will apply for listing on the NASDAQ under the ticker symbol (CCAP) and is expected to trade publicly immediately upon the consummation of the transaction.