INFORMATION REQUIRED IN REGISTRATION STATEMENT
| Item 1. | Description of Registrant’s Securities to be Registered. |
The description of the 5.00% Notes due 2026 (the “Notes”) is incorporated herein by reference to the information set forth under the heading “Description of Our Debt Securities” in First Eagle Alternative Capital BDC, Inc.’s (“FCRD”) Prospectus included in the Registration Statement on Form N-2 (Registration No. 333-238621), as filed with the Securities and Exchange Commission (the “SEC”) on December 3, 2020 under the Securities Act of 1933, as amended (the “Securities Act”), and the information under the heading “Specific Terms of the Notes and the Offering” in each of FCRD’s Prospectus Supplements dated May 18, 2021 and November 17, 2021, respectively, as filed with the SEC on May 19, 2021 and November 17, 2021, respectively, pursuant to Rule 424 under the Securities Act. The foregoing descriptions are incorporated herein by reference. The Notes are listed on the New York Stock Exchange under the trading symbol “FCRX.”
On October 3, 2022, Crescent Capital BDC, Inc., a Maryland corporation (“CCAP”) entered into an Agreement and Plan of Merger (the “Merger Agreement”) with FCRD, Echelon Acquisition Sub, Inc., a Delaware corporation and a direct wholly-owned subsidiary of CCAP (“Acquisition Sub”), Echelon Acquisition Sub LLC, a Delaware limited liability company and a direct wholly-owned subsidiary of CCAP (“Acquisition Sub 2”), and Crescent Cap Advisors, LLC, a Delaware limited liability company and the external investment adviser to CCAP. The Merger Agreement provides that (i) Acquisition Sub will merge with and into FCRD (the “First Merger”), with FCRD continuing as the surviving corporation, and (ii) immediately after the effectiveness of the First Merger, FCRD will merge with and into Acquisition Sub 2 (the “Second Merger”), with Acquisition Sub 2 continuing as the surviving company (the “Surviving Company”).
On March 9, 2023, CCAP and the Surviving Company entered into an Agreement and Plan of Merger (the “Third Merger Agreement”). The Third Merger Agreement provides that the Surviving Company will merge with and into CCAP (the “Third Merger”), with CCAP continuing as the surviving entity.
Following consummation of the Third Merger, CCAP will assume the outstanding Notes of FCRD and the indenture relating to such Notes.
Pursuant to the Instructions as to exhibits for registration statements on Form 8-A, the documents listed below are filed as exhibits to this Registration Statement:
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| Number | | Exhibit |
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| 4.1 | | 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). |
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| 4.2 | | 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). |
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| 4.3 | | 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). |
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| 4.4 | | Fifth Supplemental Indenture between CCAP and U.S. Bank National Association, as trustee (filed herewith). |
