8-K

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 9, 2023

Crescent Capital BDC, Inc.

(Exact name of registrant as specified in its charter)

Maryland	814-01132	47-3162282
(State or Other Jurisdiction of Incorporation or Organization)	(Commission File Number)	(I.R.S. Employer Identification No.)
11100 Santa Monica Blvd., Suite 2000,
Los Angeles, CA		90025
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s Telephone Number, Including Area Code: (310) 235-5900

Not Applicable

(Former name or former address, if changed since last report)

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)) Securities registered pursuant to 12(b) of the Act:

Securities registered pursuant to Section 12(g) of the Act:

Title of each class		Trading Symbol	Name of each exchange on which registered
Common Stock, $0.001 par value per share		CCAP	The Nasdaq Stock Market LLC
5.00% Notes due 2026		FCRX	The New York Stock Exchange
	Common Stock, par value $0.001 per share
		(Title of class)

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 9, 2023, the Registrant issued a press release announcing its financial results for the quarter ended June 30, 2023. 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 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibits

Number	Description
99.1	Press Release, dated August 9, 2023
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

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.

	CRESCENT CAPITAL, BDC, INC.
Date: August 9, 2023	By:	/s/ Gerhard Lombard
	Name:	Gerhard Lombard
	Title:	Chief Financial Officer

EX-99.1

 

Crescent Capital BDC, Inc. Reports June 30, 2023 Financial Results;

Declares a Third Quarter 2023 Regular Dividend of $0.41 per Share and
Announces Inaugural Quarterly Supplemental Dividend

LOS ANGELES, August 9, 2023 — Crescent Capital BDC, Inc. (“Crescent BDC” or “Company”) (NASDAQ: CCAP) today reported net investment income of $20.6 million, or $0.56 per share, for the quarter ended June 30, 2023. Reported net asset value per share was $19.58 at June 30, 2023.

The Company announced that its Board of Directors (the “Board”) declared a regular cash dividend for the third quarter of 2023 of $0.41 per share, which will be paid on October 16, 2023 to stockholders of record as of the close of business on September 29, 2023. Additionally, the Board declared a supplemental cash dividend of $0.08 per share which will be paid on September 15, 2023 to stockholders of record as of August 31, 2023. Going forward, in addition to a quarterly base dividend of $0.41 per share, the Company’s Board expects to also declare, when applicable, a formula-based quarterly supplemental dividend in an amount to be determined each quarter.

Selected Financial Highlights

($ in millions, except per share amounts)

	As of and for the three months ended
	June 30, 2023			March 31, 2023			June 30, 2022
Investments, at fair value	$	1,581.1		$	1,566.0		$	1,285.3
Total assets	$	1,624.6		$	1,631.1		$	1,323.0
Total net assets	$	725.8		$	718.4		$	639.2
Net asset value per share	$	19.58		$	19.38		$	20.69
Investment income	$	46.7		$	39.3		$	26.7
Net investment income	$	20.6		$	17.5		$	15.5
Net realized gains (losses), net of taxes	$	(6.6	)	$	0.5		$	(1.8	)
Net change in unrealized gains (losses), net of taxes	$	8.6		$	(10.2	)	$	(14.6	)
Net increase (decrease) in net assets resulting from operations	$	22.6		$	7.8		$	(0.9	)
Net investment income per share	$	0.56		$	0.54		$	0.50
Net realized gains (losses) per share, net of taxes	$	(0.18	)	$	0.01		$	(0.06	)
Net change in unrealized gains (losses) per share, net of taxes	$	0.23		$	(0.31	)	$	(0.47	)
Net increase (decrease) in net assets resulting from operations per share	$	0.61		$	0.24		$	(0.03	)
Regular distributions paid per share	$	0.41		$	0.41		$	0.41
Special distributions paid per share		-			-		$	0.05
Non-GAAP Financial Measures1:
Adjusted net investment income	$	20.6		$	17.5		$	12.7
Adjusted net investment income per share	$	0.56		$	0.54		$	0.41
Weighted average yield on income producing securities (at cost)2		11.7	%		11.4	%		8.3	%
Percentage of debt investments at floating rates		98.6	%		98.6	%		98.7	%

Portfolio & Investment Activity

As of June 30, 2023 and December 31, 2022, the Company had investments in 187 and 129 portfolio companies with an aggregate fair value of $1,581.1 and $1,263.0 million, respectively. The portfolio at fair value was comprised of the following asset types:

Portfolio Asset Types:
	As of
$ in millions	June 30, 2023					December 31, 2022
Investment Type	Fair Value		Percentage			Fair Value		Percentage
Senior secured first lien	$	445.5		28.1	%	$	301.0		23.8	%
Unitranche first lien3		955.0		60.4			824.1		65.2
Unitranche first lien - last out3		14.3		0.9			13.8		1.1
Senior secured second lien		57.2		3.6			60.9		4.8
Unsecured debt		5.6		0.4			4.5		0.4
Equity & other		48.9		3.1			44.9		3.6
LLC/LP equity interests		54.6		3.5			13.8		1.1
Total investments	$	1,581.1		100.0	%	$	1,263.0		100.0	%

 

For the quarter ended June 30, 2023, the Company invested $38.1 million across two new portfolio companies and several follow-on revolver and delayed draw fundings. For this period, the Company had $27.6 million in aggregate exits, sales and repayments.

For the quarter ended March 31, 2023, the Company acquired $335.0 million of investments at cost across 63 new portfolio companies in connection with its acquisition of First Eagle Alternative Capital BDC, Inc. ("FCRD"). Additionally, the Company invested $29.0 million across three existing portfolio companies and several follow-on revolver and delayed draw fundings. For this period, the Company had $54.4 million in aggregate exits, sales and repayments.

Results of Operations

For the three months ended June 30, 2023 and 2022, investment income totaled $46.7 million and $26.7 million, respectively. Interest income, which includes amortization of upfront fees, increased from $24.4 million for the three months ended June 30, 2022 to $43.1 million for the three months ended June 30, 2023. The increase was driven by a rise in benchmark rates, the Company’s acquisition of FCRD, which closed in March 2023, and organic growth in the Company’s income producing portfolio. Included in interest from investments for the three months ended June 30, 2023 and 2022 are $0.1 million and $0.3 million of accelerated accretion of OID related to paydown activity, respectively.

Dividend income increased from $2.1 million for the three months ended June 30, 2022 to $3.4 million for the three months ended June 30, 2023 due to higher dividend distributions from the Company’s portfolio companies. Other income, which includes consent, waiver, amendment, agency, underwriting and arranger fees, was $0.2 million for the three months ended June 30, 2023 and 2022, respectively.

For the three months ended June 30, 2023 and 2022, total net expenses, including income and excise taxes, totaled $26.1 million and $11.2 million, respectively. The increase was primarily driven by interest and other debt financing costs, which increased from $6.6 million for the three months ended June 30, 2022 to $15.3 million for the three months ended June 30, 2023 due to higher weighted average debt outstanding and a higher weighted average cost of debt related to a rise in benchmark rates.

Liquidity and Capital Resources

As of June 30, 2023, the Company had $21.5 million in cash and cash equivalents and restricted cash and $314.5 million of undrawn capacity on its credit facilities, subject to borrowing base and other limitations. The weighted average interest rate on the Company’s debt outstanding as of June 30, 2023 was 6.73%.

The Company’s debt to equity ratio was 1.19x as of June 30, 2023.

Conference Call

The Company will host a webcast/conference call on Thursday, August 10, 2023 at 12:00 p.m. (Eastern Time) to discuss its financial results for the quarter ended June 30, 2023. Please visit Crescent BDC’s webcast link located on the Events & Presentations page of the Investor Relations section of Crescent BDC’s website for a slide presentation that complements the earnings conference call.

All interested parties are invited to participate via telephone or the live webcast, which will be hosted on a webcast link located on the Events & Presentations page of the Investor Resources section of Crescent BDC’s website at www.crescentbdc.com. Please visit the website to test your connection before the webcast. Participants are also invited to access the conference call by dialing the following number:

Toll Free: (888) 259-6580

Conference ID: 90261204

All callers will need to enter the Conference ID followed by the # sign and reference “Crescent BDC” once connected with the operator. An archived replay will be available via a webcast link located on the Investor Relations section of Crescent BDC's website.

 

Endnotes

Note: Numbers may not sum due to rounding.

1)On a supplemental basis, the Company is disclosing adjusted net investment income and adjusted net investment income per share, each of which is a financial measure that is calculated and presented on a basis of methodology other than in accordance with U.S. GAAP (“non-GAAP”). Adjusted net investment income represents net investment income, excluding capital gains incentive fees. We use this non-GAAP financial measure internally to analyze and evaluate financial results and performance and believe that this non-GAAP financial measure is useful to investors as an additional tool to evaluate ongoing results and trends without giving effect to capital gains incentive fees. The Company’s investment advisory agreement provides that a capital gains-based incentive fee is determined and paid annually with respect to realized capital gains (but not unrealized capital appreciation) to the extent such realized capital gains exceed realized capital losses and unrealized capital depreciation on a cumulative basis. We believe that adjusted net investment income is a useful performance measure because it reflects the net investment income produced on the Company’s investments during a period without giving effect to any changes in the value of such investments and any related capital gains incentive fees between periods. The presentation of adjusted net investment income is not intended to be a substitute for financial results prepared in accordance with GAAP and should not be considered in isolation. The following table provides an unaudited reconciliation of net investment income (the most comparable U.S. GAAP measure) to adjusted net investment income for the periods presented:

	For the three months ended
	June 30, 2023				March 31, 2023				June 30, 2022
$ in millions, except per share data	Amount		Per Share		Amount		Per Share		Amount			Per Share
GAAP net investment income	$	20.6	$	0.56	$	17.5	$	0.54	$	15.5		$	0.50
Capital gains based incentive fee		-		-		-		-		(2.8	)		(0.09	)
Adjusted net investment income	$	20.6	$	0.56	$	17.5	$	0.54	$	12.7		$	0.41

2)Yield excludes investments on non-accrual status.

3)Unitranche loans are first lien loans that may extend deeper in a company’s capital structure than traditional first lien debt and may provide for a waterfall of cash flow priority among different lenders in the unitranche loan. In certain instances, the Company may find another lender to provide the “first out” portion of such loan and retain the “last out” portion of such loan, in which case, the “first out” portion of the loan would generally receive priority with respect to payment of principal, interest and any other amounts due thereunder over the “last out” portion that the Company would continue to hold. In exchange for the greater risk of loss, the “last out” portion earns a higher interest rate.

 

Crescent Capital BDC, Inc.

Consolidated Statements of Assets and Liabilities

(in thousands except share and per share data)

	As of June 30, 2023 (Unaudited)			As of December 31, 2022
Assets
Investments, at fair value
Non-controlled non-affiliated (cost of $1,483,590 and $1,235,778, respectively)	$	1,461,735		$	1,208,501
Non-controlled affiliated (cost of $57,257 and $42,040, respectively)		58,836			43,080
Controlled (cost of $68,792 and $13,638, respectively)		60,559			11,375
Cash and cash equivalents		7,535			6,397
Restricted cash and cash equivalents		13,927			10,670
Interest and dividend receivable		11,766			9,945
Unrealized appreciation on foreign currency forward contracts		7,069			8,154
Deferred tax assets		1,324			91
Receivable for investments sold		-			5
Other assets		1,872			4,660
Total assets	$	1,624,623		$	1,302,878
Liabilities
Debt (net of deferred financing costs of $7,974 and $5,380)	$	859,167		$	654,456
Distributions payable		15,195			12,664
Interest and other debt financing costs payable		9,393			8,471
Management fees payable		4,960			4,056
Incentive fees payable		4,278			3,112
Deferred tax liabilities		2,134			899
Payable for investment purchased		-			514
Directors’ fees payable		146			151
Unrealized depreciation on foreign currency forward contracts		310			157
Accrued expenses and other liabilities		3,235			5,857
Total liabilities	$	898,818		$	690,337
Net assets
Preferred stock, par value $0.001 per share (10,000 shares authorized, zero outstanding, respectively)	$	-		$	-
Common stock, par value $0.001 per share (200,000,000 shares authorized, 37,061,547 and 30,887,360 shares issued and outstanding, respectively)		37			31
Paid-in capital in excess of par value		788,299			675,008
Accumulated earnings (loss)		(62,531	)		(62,498	)
Total net assets	$	725,805		$	612,541
Total liabilities and net assets	$	1,624,623		$	1,302,878
Net asset value per share	$	19.58		$	19.83

 

Crescent Capital BDC, Inc.

Consolidated Statements of Operations

(in thousands except share and per share data)

(Unaudited)

	For the three months ended June 30,						For the six months ended June 30,
	2023			2022			2023			2022
Investment Income:
From non-controlled non-affiliated investments:
Interest income	$	41,255		$	23,492		$	75,501		$	44,443
Paid-in-kind interest		650			374			1,268			689
Dividend income		75			6			79			14
Other income		181			172			228			261
From non-controlled affiliated investments:
Interest income		740			271			1,352			619
Paid-in-kind interest		186			—			235			2,039
Dividend income		551			997			1,179			3,271
Other income		149			—			149			—
From controlled investments:
Interest income		154			184			320			366
Paid-in-kind interest		—			178			192			352
Dividend income		2,800			1,100.00			5,520			1,100
Total investment income		46,741			26,774			86,023			53,154
Expenses:
Interest and other debt financing costs		15,273			6,571			27,642			12,042
Management fees		5,010			4,073			9,468			8,090
Income based incentive fees		4,349			2,604			8,041			5,322
Capital gains based incentive fees		—			(2,870	)		—			(2,149	)
Professional fees		427			256			737			708
Directors’ fees		138			113			306			230
Other general and administrative expenses		753			677			1,478			1,370
Total expenses		25,950			11,424			47,672			25,613
Management fees waiver		(50	)		(57	)		(96	)		(113	)
Income based incentive fees waiver		(71	)		(385	)		(159	)		(430	)
Net expenses		25,829			10,982			47,417			25,070
Net investment income before taxes		20,912			15,792			38,606			28,084
(Benefit) provision for income and excise taxes		340			259			541			414
Net investment income		20,572			15,533			38,065			27,670
Net realized and unrealized gains (losses) on investments:
Net realized gain (loss) on:
Non-controlled non-affiliated investments		(6,494	)		—			(6,243	)		1,306
Non-controlled affiliated investments		—			—			—			7,113
Controlled investments		—			(1,681	)		—			(1,681	)
Foreign currency transactions		(58	)		(85	)		(58	)		68
Foreign currency forward contracts		—			—			—			24
Net change in unrealized appreciation (depreciation) on:
Non-controlled non-affiliated investments and foreign currency translation		10,010			(17,887	)		4,456			(18,740	)
Non-controlled affiliated investments		174			(1,463	)		539			(4,540	)
Controlled investments		(1,641	)		(775	)		(5,970	)		(1,443	)
Foreign currency forward contracts		(578	)		5,492			(1,239	)		5,587
Net realized and unrealized gains (losses) on investments		1,413			(16,399	)		(8,515	)		(12,306	)
Benefit (provision) for taxes on realized gain on investments		-			-			252			(217	)
Benefit (provision) for taxes on unrealized appreciation (depreciation) on investments		595			(24	)		555			172
Net increase (decrease) in net assets resulting from operations	$	22,580		$	(890	)	$	30,357		$	15,319
Per common share data:
Net increase (decrease) in net assets resulting from operations per share (basic and diluted):	$	0.61		$	(0.03	)	$	0.87		$	0.50
Net investment income per share (basic and diluted):	$	0.56		$	0.50		$	1.09		$	0.90
Weighted average shares outstanding (basic and diluted):		37,061,547			30,887,360			34,776,074			30,887,360

 

About Crescent BDC

Crescent BDC is a business development company that seeks to maximize the total return of its stockholders in the form of current income and capital appreciation by providing capital solutions to middle market companies with sound business fundamentals and strong growth prospects. Crescent BDC utilizes the extensive experience, origination capabilities and disciplined investment process of Crescent. Crescent BDC is externally managed by Crescent Cap Advisors, LLC, a subsidiary of Crescent. Crescent BDC has elected to be regulated as a business development company under the Investment Company Act of 1940. For more information about Crescent BDC, visit www.crescentbdc.com. However, the contents of such website are not and should not be deemed to be incorporated by reference herein.

About Crescent Capital Group

Crescent is a global credit investment manager with over $40 billion of assets under management. For over 30 years, the firm has focused on below investment grade credit through strategies that invest in marketable and privately originated debt securities including senior bank loans, high yield bonds, as well as private senior, unitranche and junior debt securities. Crescent is headquartered in Los Angeles with offices in New York, Boston, Chicago and London with more than 200 employees globally. Crescent is a part of SLC Management, the institutional alternatives and traditional asset management business of Sun Life. For more information about Crescent, visit www.crescentcap.com. However, the contents of such website are not and should not be deemed to be incorporated by reference herein.

Contact:

Dan McMahon

daniel.mcmahon@crescentcap.com

212-364-0149

Forward-Looking Statements

This press release, and other statements that Crescent BDC may make, may contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act, with respect to Crescent BDC’s future financial or business performance, strategies or expectations. Forward-looking statements are typically identified by words or phrases such as “trend,” “potential,” “opportunity,” “pipeline,” “believe,” “comfortable,” “expect,” “anticipate,” “current,” “intention,” “estimate,” “position,” “assume,” “outlook,” “continue,” “remain,” “maintain,” “sustain,” “seek,” “achieve,” and similar expressions, or future or conditional verbs such as “will,” “would,” “should,” “could,” “may” or similar expressions.

Crescent BDC cautions that forward-looking statements are subject to numerous assumptions, risks and uncertainties, which may change over time. Forward-looking statements speak only as of the date they are made, and Crescent BDC assumes no duty to and does not undertake to update forward-looking statements. Actual results could differ materially from those anticipated in forward-looking statements and future results could differ materially from historical performance.

In addition to factors previously disclosed in Crescent BDC’s SEC reports and those identified elsewhere in this press release, the following factors, among others, could cause actual results to differ materially from forward-looking statements or historical performance: (1) our future operating results; (2) our business prospects and the prospects of our portfolio companies; (3) the impact of investments that we expect to make; (4) our contractual arrangements and relationships with third parties; (5) the dependence of our future success on the general economy and its impact on the industries in which we invest; (6) the financial condition of and ability of our current and prospective portfolio companies to achieve their objectives; (7) our expected financings and investments; (8) the adequacy of our cash resources and working capital, including our ability to obtain continued financing on favorable terms; (9) the timing of cash flows, if any, from the operations of our portfolio companies; (10) the impact of increased competition; (11) the ability of our investment adviser to locate suitable investments for us and to monitor and administer our investments; (12) potential conflicts of interest in the allocation of opportunities between us and other investment funds managed by our investment adviser or its affiliates; (13) the ability of our investment adviser to attract and retain highly talented professionals; (14) changes in law and policy accompanying the new administration and uncertainty pending any such changes; (15) increased geopolitical unrest, terrorist attacks or acts of war, which may adversely affect the general economy, domestic and local financial and capital markets, or the specific industries of our portfolio companies; (16) changes and volatility in political, economic or industry conditions, the interest rate environment, foreign exchange rates or financial and capital markets; (17) the unfavorable resolution of legal proceedings; and (18) the impact of changes to tax legislation and, generally, our tax position.

Crescent BDC’s Annual Report on Form 10-K for the year ended December 31, 2022 and quarterly report on Form 10-Q for the quarter ended June 30, 2023, each filed with the SEC, identify additional factors that can affect forward-looking statements.

 

Other Information

The information in this press release is summary information only and should be read in conjunction with Crescent BDC’s annual report on Form 10-K for the year ended December 31, 2022, which Crescent BDC filed with the U.S. Securities and Exchange Commission (the SEC) on February 22, 2023, Crescent BDC’s quarterly report on Form 10-Q for the quarter ended June 30, 2023, which Crescent BDC filed with the SEC on August 9, 2023 s on Form 10-Q as well as Crescent BDC’s other reports filed with the SEC. A copy of Crescent BDC’s annual report on Form 10-K for the year ended December 31, 2022, Crescent BDC’s quarterly reports on Form 10-Q and Crescent BDC’s other reports filed with the SEC can be found on Crescent BDC’s website at www.crescentbdc.com and the SEC’s website at www.sec.gov.