Filed by the Registrant ☒
|
| |
|
| |
Filed by a party other than the Registrant ☐
|
☐
|
Preliminary Proxy Statement
|
☐
|
Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
|
☒
|
Definitive Proxy Statement
|
☐
|
Definitive Additional Materials
|
☐
|
Soliciting Material Pursuant to § 240.14a-12
|
|
| ||
|
| |
Sincerely,
|
|
| ||
|
| |
/s/ Jason Breaux
|
|
| |
Jason Breaux
Chief Executive Officer
|
1.
|
To elect two Class III Directors of the Corporation who will each serve for a three-year term expiring at the 2024 annual meeting of stockholders or until their respective successor is duly elected and qualified;
|
2.
|
To ratify the selection of Ernst & Young LLP (“E&Y”) as the Corporation’s independent registered public accounting firm for the fiscal year ending December 31, 2021; and
|
3.
|
To transact such other business as may properly come before the Annual Meeting or at any adjournment thereof.
|
|
| |
|
|
| |
By Order of the Board of Directors,
|
|
| |
|
|
| |
/s/ George P. Hawley
|
|
| |
George P. Hawley
Secretary
|
1
|
Broadridge, please confirm that this is the number of shares outstanding as of the Record Date
|
•
|
Instructions on how to attend and participate via the Internet, including how to demonstrate proof of stock ownership, are posted at www.virtualshareholdermeeting.com/CCAP2021.
|
•
|
Assistance with questions regarding how to attend and participate via the Internet will be provided at www.virtualshareholdermeeting.com/CCAP2021 on the day of the Annual Meeting.
|
•
|
Webcast starts at 10:00 a.m. Pacific Time.
|
•
|
You will need your 16-Digit Control Number to enter the Annual Meeting.
|
•
|
Stockholders may submit questions while attending the Annual Meeting via the Internet.
|
(1)
|
The address for the Advisor and each Director or officer is c/o Crescent Capital BDC, Inc., 11100 Santa Monica Blvd., Suite 2000, Los Angeles, California 90025.
|
*
|
Less than 0.1% percent.
|
Type of
ownership
|
| |
Name and address
|
| |
Shares
owned
|
| |
Percentage of
the
Corporation’s
outstanding
Common
Stock as of
March 31,
2021
|
Five Percent Stockholders
|
|||||||||
Common
|
| |
Allied World Assurance Company, Ltd. 27 Richmond Road Pembroke, Bermuda, HM 08
|
| |
3,796,246(1)
|
| |
13.48%
|
Common
|
| |
Fidelity & Guaranty Life Insurance Company Two Ruan Center, 601 Locust Street, 14th Fl. Des Moines, IA 50309
|
| |
4,205,307(2)
|
| |
14.93%
|
Common
|
| |
Texas County & District Retirement System Barton Oaks Plaza IV, 901 Mopac South, Ste. 500 Austin, TX 78746
|
| |
5,001,752(3)
|
| |
17.76%
|
Common
|
| |
UFCW Northern California Employers Joint Pension Plan 1000 Burnett Ave, Ste. 200 Concord, CA 94520
|
| |
4,228,985(4)
|
| |
15.01%
|
(1)
|
Information obtained from a joint Schedule 13G filed by Allied World Assurance Company, Ltd. with the Securities and Exchange Commission (the “SEC”) on January 29, 2021 reporting share ownership as of December 31, 2020.
|
(2)
|
Information obtained from a Form 13F-HR filed by Fidelity National Financial, Inc. with the SEC on February 16, 2021 reporting share ownership as of December 31, 2020.
|
(3)
|
Information obtained from a Schedule 13G/A filed by Texas County & District Retirement System with the SEC on February 10, 2021 reporting share ownership as of December 31, 2020.
|
(4)
|
Information obtained from a Schedule 13G/A filed by UFCW-Northern California Employers Joint Pension Plan with the SEC on February 17, 2021 reporting share ownership as of December 31, 2020.
|
Name and Age
|
| |
Position(s) held
with the
Corporation
|
| |
Term of Office and
Length of
Time Served
|
| |
Principal Occupation(s)
During the Past Five Years
|
| |
Other Directorships Held
During the Past Five Years
|
Class I Directors (not up for re-election at the Annual Meeting)
|
||||||||||||
Kathleen S. Briscoe (Born 1960) Independent Director
|
| |
Director
|
| |
Class I Director since December 2019; Term expires 2022
|
| |
Partner and Chief Capital Officer of Dermody Properties
|
| |
Board member of Crescent Acquisition Corp, Griffin Capital Essential Asset REIT, Inc., and Resmark Properties
|
George G. Strong, Jr. (Born 1947) Independent Director
|
| |
Director and Chairman of the Audit Committee
|
| |
Class I Director since 2015; Term expires 2022
|
| |
Senior Advisor and former Managing Director and General Counsel of Cornerstone Research.
|
| |
Global Directories Ltd. (Bermuda) and Yello Media Group (Cayman)
|
Class II Director (not up for re-election at the Annual Meeting)
|
||||||||||||
Michael S. Segal (Born 1957) Independent Director
|
| |
Director and Chairman of the Nominating Committee
|
| |
Class II Director since 2015; Term expires 2023
|
| |
Managing Partner of Fred Segal Family LLC.
|
| |
None
|
Name and Age
|
| |
Position(s) held
with the
Corporation
|
| |
Term of Office and
Length of
Time Served
|
| |
Principal Occupation(s)
During the Past Five Years
|
| |
Other Directorships Held
During the Past Five Years
|
Class III Director Nominees
|
||||||||||||
Steven F. Strandberg (Born 1955) Independent Director
|
| |
Director and Chairman of the Compensation Committee
|
| |
Class III Director since 2015; Term expires 2021
|
| |
Co-founder and Managing Partner of Albany Road Real Estate Partners; Mr. Strandberg also specialized in advising emerging private companies on financings and mergers and acquisitions, working with Merrill Lynch, where he was founder and head of the West Coast Technology Investment Banking group as well as Donaldson, Lufkin & Jenrette and Morgan Stanley.
|
| |
None.
|
Christopher G. Wright (Born 1972)
Interested Director*
|
| |
Director
|
| |
Class III Director since 2015; Term expires 2021
|
| |
Serves on the Advisor’s investment committee; Managing Director of Crescent focusing on mezzanine finance.
|
| |
Current member of the board of Savers, Inc.
|
Name of Director
|
| |
Dollar Range of Shares of the
Corporation(1)(2)
|
Independent Directors
|
| |
|
Kathleen S. Briscoe
|
| |
None
|
Michael S. Segal
|
| |
$50,001-$100,000
|
Steven F. Strandberg
|
| |
over $100,000
|
George G. Strong, Jr.
|
| |
over $100,000
|
|
| |
|
Interested Director
|
| |
|
Christopher G. Wright
|
| |
over $100,000
|
(1)
|
The dollar ranges are: None, $1-$10,000, $10,001-$50,000, $50,001-$100,000 and over $100,000.
|
(2)
|
Based on market value as of March 31, 2021.
|
Name and Age
|
| |
Position(s) held
with the
Corporation and
Length of Time
Served
|
| |
Principal Occupation(s)
During Past Five Years
|
Jason Breaux
(Born 1973)
|
| |
Chief Executive Officer since 2015
|
| |
Chairman of the Advisor’s investment committee and Managing Director of Crescent within private credit.
|
|
| |
|
| |
|
Jonathan R. Insull (Born 1965)
|
| |
President since 2015
|
| |
Serves on the Advisor’s investment committee and also serves as Managing Director of Crescent within the capital markets strategy.
|
|
| |
|
| |
|
Gerhard Lombard (Born 1973)
|
| |
Chief Financial
Officer since 2019
|
| |
Chief Financial Officer of Crescent Capital Group LP (“Crescent”). Formerly, Chief Financial Officer of credit funds at H.I.G. Capital and Churchill Financial Group.
|
|
| |
|
| |
|
Joseph A. Hanlon (Born 1968)
|
| |
Chief Compliance Officer since 2015
|
| |
Chief Compliance Officer for Crescent. Prior to joining Crescent in 2014, Mr. Hanlon was the Chief Compliance Officer for the Fidelity Investments Equity and High Income Mutual Funds.
|
|
| |
|
| |
|
George P. Hawley (Born 1968)
|
| |
Secretary since 2015
|
| |
General Counsel for Crescent.
|
|
| |
|
| |
|
Raymond Barrios (Born 1978)
|
| |
Managing Director since 2019
|
| |
Managing Director of Crescent focusing on private credit. Mr. Barrios is currently a senior investment professional for the Advisor and was previously a member of the Mezzanine Product Group.
|
|
| |
|
| |
|
Kirill Bouek
(Born 1984)
|
| |
Controller since 2020
|
| |
Controller of the Corporation. Prior to joining Crescent Mr. Bouek worked at THL Credit, where he was the Controller for its private debt business, which included a publicly traded business development company and several private fund structures.
|
6
|
Nicole – should this section discuss the board’s recent action to increase its compensation?
|
Name of Director
|
| |
Aggregate
Compensation
From the Corporation7
|
Independent Directors
|
| |
|
Michael S. Segal
|
| |
$102,500
|
Steven F. Strandberg
|
| |
$105,595
|
George G. Strong, Jr.
|
| |
$108,327
|
Kathleen S. Briscoe
|
| |
$102,005
|
|
| |
|
Interested Directors
|
| |
|
John S. Bowman (1)
|
| |
$None
|
Christopher G. Wright
|
| |
$None
|
(1)
|
Mr. Bowman resigned from the Board effective January 5, 2021.
|
7
|
Kirill to provide amounts paid to Independent Directors in 2020
|
—
|
The first part, the income incentive fee, is calculated and payable quarterly in arrears and (a) equals 100% of the excess of the pre-incentive fee net investment income for the immediately preceding calendar quarter, over a preferred return of 1.75% per quarter (7.0% annualized) (the “Hurdle”), and a catch-up feature until the Advisor has received 17.5%, of the pre-incentive fee net investment income for the current quarter up to 1.8182% (the “Catch-up”), and (b) 17.5% of all remaining pre-incentive fee net investment income above the “Catch-up.” In addition, the Advisor contractually has agreed to waive the income based portion of the Incentive Fee from February 1, 2020 through July 31, 2021. Additionally, on February 22, 2021, the Adviser notified the Board of its intent to voluntarily waive income incentive fees to the extent net investment income falls short of the declared dividend on a full dollar basis. The waiver will become effective upon expiration of the current waivers on July 31, 2021 and will continue through December 31, 2022. Prior to February 1, 2020, the income incentive fee was subject to a 6.0% annualized Hurdle and a 17.5% Catch-up feature. Once the Advisor begins to earn income incentive fees, the Advisor also will voluntarily waive the income incentive fees attributable to the investment income accrued by the Corporation as a result of its investment in GACP II.
|
—
|
The second part of the Incentive Fee, the capital gains incentive fee, is determined and payable in arrears as of the end of each fiscal year at a rate of 17.5% of the Corporation’s realized capital gains, if any, on a cumulative basis from the Corporation’s inception through the end of the fiscal year, computed net of all realized capital losses and unrealized capital depreciation on a cumulative basis, less the aggregate amount of any previously paid capital gain incentive fees. In the event that the Advisory Agreement shall terminate as of a date that is not a fiscal year end, the termination date shall be treated as though it were a fiscal year end for purposes of calculating and paying a capital gains incentive fee. Prior to February 1, 2020, the income gains incentive fee was waived from April 1, 2018 and through February 1, 2020.
|
|
| |
Fiscal Year Ended
December 31, 2020
|
| |
Fiscal Year Ended
December 31, 2019
|
Audit Fees
|
| |
$499,850
|
| |
$444,750
|
Audit-Related Fees
|
| |
$0
|
| |
$25,000
|
Tax Fees
|
| |
$50,250
|
| |
$0
|
All Other Fees
|
| |
$51,000
|
| |
$23,800
|
Total Fees
|
| |
$601,100
|
| |
$493,550
|