UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-K/A
Amendment No. 3
(Mark One)
☒ | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. |
For the fiscal year ended December 31, 2019
OR
☐ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. |
For the transition period from to
Commission file number 814-00789
FIRST EAGLE ALTERNATIVE CAPITAL BDC, INC.
(Exact Name of Registrant as Specified in Its Charter)
Delaware | 27-0344947 | |
(State or Other Jurisdiction of Incorporation or Organization) | (I.R.S. Employer Identification No.) | |
100 Federal St., 31st Floor, Boston, MA | 02110 | |
(Address of Principal Executive Offices) | (Zip Code) |
Registrant’s Telephone Number, Including Area Code: 800-450-4424
Securities registered pursuant to 12(b) of the Act:
Title of each class | Trading | Name of each exchange | ||
Common Stock, par value $0.001 per share 6.75% Senior Notes due 2022 6.125% Senior Notes due 2023 | FCRD FCRZ FCRW | NASDAQ Global Select Market The New York Stock Exchange The New York Stock Exchange |
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. Yes ☐ No ☒
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically, every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☐ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer | ☐ | Accelerated filer | ☐ | |||
Non-Accelerated filer | ☒ | Smaller reporting company | ☐ | |||
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. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Securities Exchange Act of 1934). Yes ☐ No ☒
The aggregate market value of common stock held by non-affiliates of the Registrant as of the last business day of the Registrant’s most recently completed third fiscal quarter was approximately $61.1 million based on the closing price on that date of $2.48 on the NASDAQ Global Select Market. For the purposes of calculating this amount only, all directors and executive officers of the Registrant have been treated as affiliates.
As of November 30, 2020, there were 30,109,834 shares of the Registrant’s common stock outstanding.
EXPLANATORY NOTE
First Eagle Alternative Capital BDC, Inc. (formerly known as THL Credit, Inc.) a Delaware corporation, or together with its subsidiaries, where applicable, the “Company,” which may also be referred to as “we”, “us” or “our”, is filing this Amendment No. 3 (“Amendment No. 3”) to our Annual Report on Form 10-K for the fiscal year ended December 31, 2019, which was filed with the SEC on March 5, 2020 and amended on March 30, 2020 and June 30, 2020 (the “Form 10-K”), for the purpose of including the financial statements of OEM Group, LLC (“OEM Group”), a controlled portfolio company of the Company, as of and for the years ended December 31, 2018 and December 31, 2019 (the “OEM Financials”) prepared under a different framework as contained in our Annual Reports on Form 10-K for the years ended December 31, 2018 and 2019. Prior to this filing, the OEM Financials for the applicable periods reflected the amortization of the value of goodwill of OEM Group and included the value of customer relationships in goodwill, which are inconsistent with generally accepted accounting principles applicable to public business entities. Accordingly, the OEM Financial Statements have been issued to remove the amortization of goodwill for such periods and reflect customer relationships as a separately identified intangible asset. The preparation of the OEM Financial Statements under a different framework does not impact our financial statements as we do not consolidate the financial statements of OEM Group with our financial statements. The Company has not amended its previously filed Annual Reports on Form 10-K or Quarterly Reports on Form 10-Q for the periods affected by the audited OEM Financials.
This Amendment No. 3 also updates, amends and supplements Part IV, Item 15 of the Form 10-K to include the filing of Exhibits 31.1, 31.2, 32.1, 32.2, certifications of our Chief Executive Officer and Chief Financial Officer pursuant to Rule 13a-14(a) and (b) of the Securities Exchange Act of 1934, as amended and Exhibit 99.1, the restated OEM Financial Statements.
No other changes have been made to the Form 10-K. This Amendment No. 3 does not reflect subsequent events that may have occurred after the original filing date of the Form 10-K or modify or update in any way disclosures made in the Form 10-K. Among other things, forward-looking statements made in the Form 10-K have not been revised to reflect events that occurred or facts that became known to us after filing of the Form 10-K, and such forward-looking statements should be read in their historical context. Furthermore, this Amendment No. 3 should be read in conjunction with the Form 10-K and with our subsequent filings with the SEC.
PART IV
Item 15. Exhibits and Financial Statement Schedules
The following exhibits are filed as part of this Amendment to the Annual Report on Form 10-K:
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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.
Date: December 1, 2020 | By: | /S/ CHRISTOPHER J. FLYNN | ||||
FIRST EAGLE ALTERNATIVE CAPITAL BDC, INC. | ||||||
Christopher J. Flynn | ||||||
Chief Executive Officer |