First Eagle Alternative Capital BDC, Inc. Acquisition	12 Months Ended
Dec. 31, 2022
FCRD Acquisition [Member]
Business Acquisition [Line Items]
First Eagle Alternative Capital BDC, Inc. Acquisition	Note 13. First Eagle Alternative Capital BDC, Inc. Acquisition On October 3, 2022, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) with First Eagle Alternative Capital BDC, Inc., a Delaware corporation, Echelon Acquisition Sub, Inc., a Delaware corporation and a direct wholly-owned subsidiary of the Company (“Acquisition Sub”), Echelon Acquisition Sub LLC, a Delaware limited liability company and a direct wholly-owned subsidiary of the Company (“Acquisition Sub 2”), and the Adviser. The Merger Agreement provides that (i) Acquisition Sub will merge with and into FCRD (the “First Merger”), with FCRD continuing as the surviving company and as a wholly-owned subsidiary of the Company (the “Surviving Company”), and (ii) immediately after the effectiveness of the First Merger, the Surviving Company will merge with and into Acquisition Sub 2 (collectively with the First Merger, the “FCRD Acquisition”), with Acquisition Sub 2 continuing as the surviving company and as a wholly-owned subsidiary of the Company. The boards of directors of both the Company and FCRD have each unanimously approved the FCRD Acquisition. At the date and time when the First Merger becomes effective (the “Effective Time”), each share of common stock, par value $0.001 per share, of FCRD (“FCRD Common Stock”) issued and outstanding as of two days prior to the closing (the “Determination Date”) (excluding shares held by subsidiaries of FCRD or held, directly or indirectly, by the Company or Acquisition Sub (“Cancelled Shares”) and Dissenting Shares (as defined in Exhibit 2.4)) shall be converted into the right to receive (i) a portion of the CCAP Aggregate Merger Consideration (as defined below) pursuant to the election and proration procedures described below and in Exhibit 2.4 and (ii) from the Adviser, an amount equal to (a) $35.0 million divided by (b) the number of shares of FCRD Common Stock issued and outstanding as of the Determination Date (excluding any Cancelled Shares) (the “CCAP Advisor Cash Consideration”). The “CCAP Aggregate Merger Consideration” means the sum of (A) a number of shares of the Company’s common stock equal to the number of shares of FCRD Common Stock issued and outstanding as of the Determination Date, multiplied by the Exchange Ratio (as defined below); provided, that in no event will the aggregate number of shares of the Company’s common stock to be issued pursuant to the Merger Agreement (the “Total CCAP Stock Consideration”) exceed 19.99% of the number of shares of the Company’s common stock issued and outstanding as of October 3, 2022, and (B) if the Total CCAP Stock Consideration is less than the FCRD Closing Net Asset Value (as defined below), an amount in cash, without interest, to be paid by the Company equal to (a) the FCRD Closing Net Asset Value (as defined below) minus the Aggregate Share Consideration Value (as defined below) (such cash amount, the “CCAP Aggregate Cash Consideration”). On the Determination Date, each of the Company and FCRD shall deliver to the other party a calculation of its estimated net asset value, as adjusted pursuant to the terms of the Merger Agreement, as of 5:00 p.m. New York City time on the Determination Date, calculated in good faith (the Company’s total net asset value as of the Determination Date, the “CCAP Closing Net Asset Value” and the total net asset value of FCRD as of the Determination Date, the “FCRD Closing Net Asset Value”); provided, that each party shall update and redeliver such calculation in certain circumstances described in the Merger Agreement. Based on such calculations, the parties will calculate the “CCAP Per Share NAV”, which will equal the CCAP Closing Net Asset Value divided by the number of shares of the Company’s common stock issued and outstanding as of the Determination Date, and the “FCRD per Share NAV”, which will equal the FCRD Closing Net Asset Value divided by the number of shares of FCRD Common Stock issued and outstanding as of the Determination Date (excluding any Cancelled Shares). The “Exchange Ratio” will be equal to the quotient (rounded to four decimal places) of (i) the FCRD Per Share NAV divided by (ii) the CCAP Per Share NAV. The “Aggregate Share Consideration Value” shall refer to (a) the Total CCAP Stock Consideration multiplied by (b) the CCAP Per Share NAV. In addition, in connection with the Merger Agreement, Sun Life, which owns a majority interest in the Adviser, has committed to provide secondary-market support and will purchase $20.0 million of the combined company’s common stock via a share purchase program over time following the consummation of the Merger Agreement. The completion of the FCRD Acquisition is subject to certain conditions, including, among others, FCRD stockholder approval, required regulatory approvals (including expiration of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976), and other customary closing conditions. The merger of FCRD with and into Acquisition Sub is expected be accounted for as an asset acquisition pursuant to ASC 805-50, Business Combinations-Related Issues, with the fair value of total consideration paid in conjunction with the Mergers including, under certain circumstances, the CCAP Advisor Cash Consideration, or a portion thereof, allocated to the assets acquired and liabilities assumed based on their relative fair values as of the date of the Mergers. The final allocation of the purchase price will be determined after the Mergers are completed and after completion of a final analysis to determine (i) the fair value of total consideration to be paid in conjunction with the mergers; and (ii) the fair values of FCRD’s acquired assets and assumed liabilities as of the acquisition date. Accordingly, the final purchase accounting adjustments may differ materially from the pro forma adjustments presented in this document. For consolidated financial reporting, CCAP will be the accounting and performance survivor. There are no material differences in the accounting, taxation or valuation policies of CCAP and FCRD. As of December 31, 2022, the Company incurred $3,773 of costs related to the acquisition, which were recorded as Other assets on the Consolidated Statements of Assets and Liabilities.

First Eagle Alternative Capital BDC, Inc. Acquisition

12 Months Ended

Dec. 31, 2022

First Eagle Alternative Capital BDC, Inc. Acquisition

Note 13. First Eagle Alternative Capital BDC, Inc. Acquisition

On October 3, 2022, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) with First Eagle Alternative Capital BDC, Inc., a Delaware corporation, Echelon Acquisition Sub, Inc., a Delaware corporation and a direct wholly-owned subsidiary of the Company (“Acquisition Sub”), Echelon Acquisition Sub LLC, a Delaware limited liability company and a direct wholly-owned subsidiary of the Company (“Acquisition Sub 2”), and the Adviser. The Merger Agreement provides that (i) Acquisition Sub will merge with and into FCRD (the “First Merger”), with FCRD continuing as the surviving company and as a wholly-owned subsidiary of the Company (the “Surviving Company”), and (ii) immediately after the effectiveness of the First Merger, the Surviving Company will merge with and into Acquisition Sub 2 (collectively with the First Merger, the “FCRD Acquisition”), with Acquisition Sub 2 continuing as the surviving company and as a wholly-owned subsidiary of the Company. The boards of directors of both the Company and FCRD have each unanimously approved the FCRD Acquisition.

At the date and time when the First Merger becomes effective (the “Effective Time”), each share of common stock, par value $0.001 per share, of FCRD (“FCRD Common Stock”) issued and outstanding as of two days prior to the closing (the “Determination Date”) (excluding shares held by subsidiaries of FCRD or held, directly or indirectly, by the Company or Acquisition Sub (“Cancelled Shares”) and Dissenting Shares (as defined in Exhibit 2.4)) shall be converted into the right to receive (i) a portion of the CCAP Aggregate Merger Consideration (as defined below) pursuant to the election and proration procedures described below and in Exhibit 2.4 and (ii) from the Adviser, an amount equal to (a) $35.0 million divided by (b) the number of shares of FCRD Common Stock issued and outstanding as of the Determination Date (excluding any Cancelled Shares) (the “CCAP Advisor Cash Consideration”). The “CCAP Aggregate Merger Consideration” means the sum of (A) a number of shares of the Company’s common stock equal to the number of shares of FCRD Common Stock issued and outstanding as of the Determination Date, multiplied by the Exchange Ratio (as defined below); provided, that in no event will the aggregate number of shares of the Company’s common stock to be issued pursuant to the Merger Agreement (the “Total CCAP Stock Consideration”) exceed 19.99% of the number of shares of the Company’s common stock issued and outstanding as of October 3, 2022, and (B) if the Total CCAP Stock Consideration is less than the FCRD Closing Net Asset Value (as defined below), an amount in cash, without interest, to be paid by the Company equal to (a) the FCRD Closing Net Asset Value (as defined below) minus the Aggregate Share Consideration Value (as defined below) (such cash amount, the “CCAP Aggregate Cash Consideration”).

On the Determination Date, each of the Company and FCRD shall deliver to the other party a calculation of its estimated net asset value, as adjusted pursuant to the terms of the Merger Agreement, as of 5:00 p.m. New York City time on the Determination Date, calculated in good faith (the Company’s total net asset value as of the Determination Date, the “CCAP Closing Net Asset Value” and the total net asset value of FCRD as of the Determination Date, the “FCRD Closing Net Asset Value”); provided, that each party shall update and redeliver such calculation in certain circumstances described in the Merger Agreement. Based on such calculations, the parties will calculate the “CCAP Per Share NAV”, which will equal the CCAP Closing Net Asset Value divided by the number of shares of the Company’s common stock issued and outstanding as of the Determination Date, and the “FCRD per Share NAV”, which will equal the FCRD Closing Net Asset Value divided by the number of shares of FCRD Common Stock issued and outstanding as of the Determination Date (excluding any Cancelled Shares). The “Exchange Ratio” will be equal to the quotient (rounded to four decimal places) of (i) the FCRD Per Share NAV divided by (ii) the CCAP Per Share NAV. The “Aggregate Share Consideration Value” shall refer to (a) the Total CCAP Stock Consideration multiplied by (b) the CCAP Per Share NAV.

In addition, in connection with the Merger Agreement, Sun Life, which owns a majority interest in the Adviser, has committed to provide secondary-market support and will purchase $20.0 million of the combined company’s common stock via a share purchase program over time following the consummation of the Merger Agreement.

The completion of the FCRD Acquisition is subject to certain conditions, including, among others, FCRD stockholder approval, required regulatory approvals (including expiration of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976), and other customary closing conditions.

The merger of FCRD with and into Acquisition Sub is expected be accounted for as an asset acquisition pursuant to ASC 805-50, Business Combinations-Related Issues, with the fair value of total consideration paid in conjunction with the Mergers including, under certain circumstances, the CCAP Advisor Cash Consideration, or a portion thereof, allocated to the assets acquired and liabilities assumed based on their relative fair values as of the date of the Mergers.

The final allocation of the purchase price will be determined after the Mergers are completed and after completion of a final analysis to determine (i) the fair value of total consideration to be paid in conjunction with the mergers; and (ii) the fair values of FCRD’s acquired assets and assumed liabilities as of the acquisition date. Accordingly, the final purchase accounting adjustments may differ materially from the pro forma adjustments presented in this document. For consolidated financial reporting, CCAP will be the accounting and performance survivor. There are no material differences in the accounting, taxation or valuation policies of CCAP and FCRD.

As of December 31, 2022, the Company incurred $3,773 of costs related to the acquisition, which were recorded as Other assets on the Consolidated Statements of Assets and Liabilities.