On March 9, 2023, the Company completed its previously announced acquisition of First Eagle Alternative Capital BDC, Inc., a Delaware corporation, pursuant to the Agreement and Plan of Merger (the “Merger Agreement”), dated as of October 3, 2022, by and among the Company, FCRD, 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 (together “FCRD Acquisition”). Pursuant to the Merger Agreement, Acquisition Sub was merged with and into FCRD (the “First Merger”), with FCRD continuing as the surviving corporation and a direct wholly-owned subsidiary of CCAP. Immediately following the First Merger, FCRD was merged with and into Acquisition Sub 2 (the “Second Merger” and, together with the First Merger, the “Mergers”), with Acquisition Sub 2 continuing as the surviving entity (the “Surviving Company”). As a result of, and as of the effective time of, the Second Merger, FCRD’s separate corporate existence ceased.

In accordance with the terms of the Merger Agreement, at the effective time of the First Merger (the “Effective Time”), holders of shares of FCRD’s common stock, par value $0.001 per share (the “FCRD Common Stock”), issued and outstanding immediately prior to the Effective Time (excluding shares held by subsidiaries of FCRD or held, directly or indirectly, by the Company or Acquisition Sub (“Cancelled Shares”)) had their shares of FCRD Common Stock converted to the right to receive, in the aggregate, approximately (1) $8,649 in cash payable by the Company (the “CCAP Cash Consideration”), (2) 6,174,187 validly issued, fully paid and non-assessable shares of the Company’s common stock, par value $0.001 per share (the “Aggregate Share Consideration” and, together with the CCAP Cash Consideration, the “CCAP Aggregate Merger Consideration”) and (3) $35,000 in cash payable by the Adviser (the “CCAP Adviser Cash Consideration”), subject to adjustments for cash payable in lieu of fractional shares.

With respect to the CCAP Aggregate Merger Consideration, record holders of shares of FCRD Common Stock were entitled, with respect to all or any portion of the shares of FCRD Common Stock held as of the Effective Time, to make an election to receive payment for their shares of FCRD Common Stock in cash (an “Election”), subject to the conditions of and certain adjustment mechanisms set forth in the Merger Agreement.

Any record holder of shares of FCRD Common Stock who did not validly make an Election was deemed to have elected to receive shares of the Company’s common stock with respect to the CCAP Aggregate Merger Consideration as payment for their shares of FCRD Common Stock. Each share of FCRD Common Stock (other than a Cancelled Share) with respect to which an Election was effectively made, subject to the conditions and limitations set forth in the Merger Agreement, and not properly revoked or lost was treated as an “Electing Share” and each share of FCRD Common Stock (other than a Cancelled Share) with respect to which an Election was not properly made or such Election was properly revoked was treated as a “Non-Electing Share.”

Applying the adjustment mechanisms in the Merger Agreement among all stockholders who hold Electing Shares, pro rata based on the aggregate number of Electing Shares held by each such stockholder, each Electing Share was converted into the right to receive (1) with respect to its share of the CCAP Aggregate Merger Consideration, approximately $0.509 in cash and approximately 0.195 shares of the Company’s common stock (subject to adjustments for cash payable in lieu of fractional shares) and (2) with respect to its share of the CCAP Adviser Cash Consideration, approximately $1.17 in cash. Each Non-Electing Share was converted into the right to receive (1) with respect to its share of the CCAP Aggregate Merger Consideration, approximately 0.2209 shares of the the Company’s common stock and (2) with respect to its share of the CCAP Adviser Cash Consideration, approximately $1.17 in cash (subject to adjustments for cash payable in lieu of fractional shares).

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 over time purchase up to $20,000 of the combined company’s common stock via a share purchase program. As of June 30, 2024, Sun Life purchased approximately $12,618 of the Company's common stock via a share purchase program.

The FCRD Acquisition was accounted as an asset acquisition because the set of acquired assets did not constitute a business. Accordingly, the fair value of the merger consideration paid by the Company was allocated to the assets acquired and liabilities assumed based on their relative fair values as of the date of acquisition and did not give rise to goodwill. Since the fair value of the net assets acquired exceeded the fair value of the merger consideration paid by the Company, the Company recognized a deemed contribution from the Adviser equal to the amount by which the fair value of the net assets acquired exceeded the merger consideration paid directly by the Company.

The following table summarizes the allocation of the purchase price to the assets acquired and liabilities assumed as a result of the FCRD Acquisition (in thousands):


Consideration paid by the Company
Aggregate Share Consideration (1)	$	91,257
CCAP Cash Consideration		8,649
Deemed contribution from the Adviser		22,040
Transaction costs		7,565
Total Purchase Price	$	129,511

Assets/(Liabilities) acquired by the Company
Investments, at fair value (2)	$	335,035
Cash and cash equivalents		1,233
Interest and dividend receivable		3,995
Other assets		518
Secured credit facility		(95,200	)
2026 Unsecured Notes - FCRX		(111,600	)
Interest and other debt financing costs payable		(1,198	)
Accrued expenses and other liabilities		(3,272	)
Net Assets Acquired	$	129,511

(1) Common stock consideration was issued at the Company’s closing stock price of $14.78 as of March 9, 2023, the closing date of the FCRD Acquisition.

(2) Investments acquired were recorded at fair value at the date of the acquisition, which is also the Company’s initial cost basis.