UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported): August 6, 2020 (August 3, 2020)
FIRST EAGLE ALTERNATIVE CAPITAL BDC, INC.
(Exact name of registrant as specified in its charter)
Delaware | 814-00789 | 27-0344947 | ||
(State or other jurisdiction of incorporation or organization) | (Commission File Number) | (IRS Employer Identification Number) |
500 Boylston St., Suite 1200,
Boston, MA 02116
(Address of principal executive offices)
Registrant’s telephone number, including area code (800) 450-4424
THL Credit, Inc.
(Former Name, Former Address and Former Fiscal Year, if Changed Since Last Report)
100 Federal Street, 31st Floor,
Boston, MA 02110
(Address of principal executive offices)
Securities registered pursuant to 12(b) of the Act:
Title of Each Class | Trading Symbols | Name of Each Exchange on Which Registered | ||
Common Stock, par value $0.001 per share | FCRD | NASDAQ Global Select Market | ||
6.75% Senior Notes due 2022 | FCRZ | The New York Stock Exchange | ||
6.125% Senior Notes due 2023 | FCRW | The New York Stock Exchange |
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 2.02. Results of Operations and Financial Condition.
On August 6, 2020, the Registrant issued a press release announcing its financial results for the quarter ended June 30, 2020 and declared a dividend of $0.10 per share payable on September 30, 2020 to stockholders of record at the close of business on September 15, 2020. The text of the press release is included as Exhibit 99.1 to this Form 8-K.
The information disclosed under this Item 2.02, including Exhibit 99.1 hereto, is being furnished and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 and shall not be deemed incorporated by reference into any filing made under the Securities Act of 1933, except as expressly set forth by specific reference in such filing.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
The Registrant has filed its third amended and restated certificate of incorporation (the “Restated Certificate”) to change its name from “THL Credit, Inc.” to “First Eagle Alternative Capital BDC, Inc.” The name change became effective as of August 3, 2020, and was made pursuant to Section 242 of the Delaware General Corporation Law.
The name change does not affect the rights of the Registrant’s security holders. There were no other changes to the Restated Certificate.
A copy of the Restated Certificate of Amendment effecting the name change, as filed with the Delaware Secretary of State on July 31, 2020, is attached hereto as Exhibit 3.1 hereto and is incorporated herein by reference.
In connection with the Restated Certificate of Amendment, the Board of Directors of the Registrant authorized and approved the Second Amended and Restated By-Laws of the Registrant to conform to the Registrant’s new name (the “Amended Bylaws”). The Amended By-Laws are attached hereto as Exhibit 3.2 and are incorporated by reference herein.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this Current Report on Form 8-K to be signed on its behalf by the undersigned hereunto duly authorized.
FIRST EAGLE ALTERNATIVE CAPITAL BDC, INC. | ||||||
Date: August 6, 2020 | By: | /S/ TERRENCE W. OLSON | ||||
Name: | Terrence W. Olson | |||||
Title: | Chief Financial Officer, Chief Operating Officer & Treasurer |
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