Item 1.01. |
Entry into a Material Definitive Agreement. |
On October 30, 2025, Crescent Capital BDC, Inc., a Maryland corporation (the “Company”), entered into a Fourth Supplement to Note Purchase Agreement (the “Fourth Supplement”) by and among the Company and the qualified institutional investors named therein (the “Series 2025A Additional Purchasers”) governing the issuance of up to (a) $67.5 million in aggregate principal amount of senior unsecured notes due February 13, 2029 (the “Tranche A Notes”), (b) $67.5 million in aggregate principal amount of senior unsecured notes due February 13, 2031 (the “Tranche B Notes”) and $50.0 million in aggregate principal amount of senior unsecured notes due May 22, 2029 (the “Tranche C Notes” and, together with the Tranche A and Tranche B Notes, the “Series 2025A Notes”). The Fourth Supplement supplements the Note Purchase Agreement, dated July 30, 2020 by and among the Company and the purchasers party thereto (as amended prior to the date hereof, the “Master Note Purchase Agreement” and together with the Fourth Supplement, the “Note Purchase Agreement”) pursuant to which the Company previously issued certain senior unsecured notes. The Tranche A Notes have a fixed interest rate of 5.87% and will be due on February 13, 2029 unless redeemed, purchased or prepaid prior to such date by the Company or its affiliates in accordance with their terms. The Tranche B Notes have a fixed interest rate of 6.20% and will be due on February 13, 2031 unless redeemed, purchased or prepaid prior to such date by the Company or its affiliates in accordance with their terms. The Tranche C Notes have a fixed interest rate of 5.97% and will be due on May 22, 2029 unless redeemed, purchased or prepaid prior to such date by the Company or its affiliates in accordance with their terms. Interest on the Series 2025A Notes will be payable semiannually, on the 13th day of February and August in each year, commencing with February 13, 2026. The Series 2025A Notes will be issued in two closing on or before May 22, 2026. The issuance of the Tranche A Notes and Tranche B notes is expected to occur on or before February 16, 2026. The issuance of the Tranche C notes is expected to occur on May 22, 2026, subject to customary closing conditions. In addition, the Company will be obligated to offer to repay the Series 2025A Notes at par if certain change in control events occur. The Series 2025A 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 repaying 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 2025A Notes were offered in reliance on Section 4(a)(2) of Securities Act of 1933, as amended (the “Securities Act”). The Series 2024A Notes have not been 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 2025A 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 Fourth Supplement and is qualified in its entirety by references to the copy of the Fourth Supplement which is filed as Exhibit 10.1 to this current report on Form
8-K
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.
