Item 9.01. Financial Statements and Exhibits.
Forward-Looking Statements
This communication contains “forward-looking”
statements as that term is defined in Section 27A of the Securities Act and Section 21E of the Exchange Act, including statements
regarding the proposed transactions between Crescent Capital BDC, Inc. (“Crescent
Capital BDC”) and the Company pursuant to the Agreement and Plan of Merger,
dated August 12, 2019 (as amended on September 27, 2019, the “Merger Agreement”),
by and between the Company, Crescent Capital BDC, and the other parties thereto, pursuant to which Crescent Capital BDC (following
its reincorporation by merger into the State of Maryland; such Maryland entity referred to as “Crescent Capital Maryland
BDC”) will acquire all of the outstanding shares of the Company’s common stock in a stock and cash transaction through
a series of mergers (the “Mergers”). All statements, other than historical facts, including statements regarding
the expected timing of the closing of the proposed transaction; the ability of the parties to complete the proposed transaction
considering the various closing conditions; the expected benefits of the proposed transaction such as improved operations, enhanced
revenues and cash flow, growth potential, market profile and financial strength; the competitive ability and position of the combined
company following completion of the proposed transaction; and any assumptions underlying any of the foregoing, are forward-looking
statements. Forward-looking statements concern future circumstances and results and other statements that are not historical facts
and are sometimes identified by the words “may,” “will,” “should,” “potential,”
“intend,” “expect,” “endeavor,” “seek,” “anticipate,” “estimate,”
“overestimate,” “underestimate,” “believe,” “could,” “project,” “predict,”
“continue,” “target” or other similar words or expressions. Forward-looking statements are based upon
current plans, estimates and expectations that are subject to risks, uncertainties and assumptions. Should one or more of these
risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from
those indicated or anticipated by such forward-looking statements. The inclusion of such statements should not be regarded as
a representation that such plans, estimates or expectations will be achieved. Important factors that could cause actual results
to differ materially from such plans, estimates or expectations include, among others, (1) that one or more closing conditions
to the proposed transaction, including certain regulatory approvals, may not be satisfied or waived, on a timely basis or otherwise,
including that a governmental entity may prohibit, delay or refuse to grant approval for the consummation of the proposed transaction,
may require conditions, limitations or restrictions in connection with such approvals or that the required approval by the stockholders
of each of Crescent Capital BDC and the Company may not be obtained; (2) the risk that the Mergers or other transactions contemplated
by the Merger Agreement may not be completed in the time frame expected by Crescent Capital BDC and the Company or at all; (3)
unexpected costs, charges or expenses resulting from the proposed transaction; (4) uncertainty of the expected financial performance
of the combined company following completion of the proposed transaction; (5) uncertainty with respect to the trading levels of
shares of the combined company’s common stock on NASDAQ; (6) failure to realize the anticipated benefits of the proposed
transaction, including as a result of delay in completing the proposed transaction or integrating the businesses of Crescent Capital
BDC and the Company; (7) the ability of the combined company to implement its business strategy; (8) difficulties and delays in
achieving synergies and cost savings of the combined company; (9) inability to retain and hire key personnel; (10) the occurrence
of any event that could give rise to termination of the Merger Agreement; (11) the risk that stockholder litigation in connection
with the proposed transaction may affect the timing or occurrence of the contemplated transactions or result in significant costs
of defense, indemnification and liability; (12) evolving legal, regulatory and tax regimes; (13) changes in laws or regulations
or interpretations of current laws and regulations that would impact Crescent Capital BDC’s classification as a business
development company; and (14) changes in general economic and/or industry specific conditions. Some of these factors are enumerated
in the filings Crescent Capital BDC and the Company have made with the Securities and Exchange Commission (the “SEC”),
and will be contained in the materials Crescent Capital BDC and the Company will file or cause to be filed with the SEC in connection
with the proposed transactions under the Merger Agreement, including a Crescent Capital Maryland BDC registration statement on
Form N-14 (the “Registration Statement”) initially filed on September 30, 2019 (File No: 333-233995), which will include
Crescent Capital BDC’s and the Company’s joint definitive proxy statement on Schedule 14A that also constitutes a
prospectus of Crescent Capital BDC (the “Joint Proxy Statement/Prospectus”).
The inclusion of forward-looking statements
should not be regarded as a representation that any plans, estimates or expectations will be achieved. Any forward-looking statements
speak only as of the date of this communication. Except as required by federal securities laws, neither Crescent Capital BDC nor
the Company undertakes any obligation to update or revise any forward-looking statements, whether as a result of new information
or development, future events or otherwise. Readers are cautioned not to place undue reliance on any of these forward-looking statements.
Additional Information and Where to
Find It
This communication relates to a
proposed business combination involving Crescent Capital BDC and the Company, along with related proposals for which
stockholder approval will be sought (collectively, the “Proposals”). In connection with the Proposals, Crescent
Capital BDC and the Company have filed and will file, or cause to be filed, relevant materials with the SEC, including the
Registration Statement and Joint Proxy Statement/Prospectus. The Registration Statement and Joint Proxy Statement/Prospectus
contain, and any amendments will contain, important information about Crescent Capital BDC, the Company, the proposed
transactions, the Proposals and related matters. INVESTORS AND SECURITY HOLDERS OF CRESCENT CAPITAL BDC AND
THE COMPANY ARE URGED TO READ THE REGISTRATION STATEMENT AND THE JOINT PROXY STATEMENT/PROSPECTUS, AS WELL AS ANY AMENDMENTS
OR SUPPLEMENTS TO THESE DOCUMENTS AND OTHER DOCUMENTS THAT WILL BE FILED WITH THE SEC, CAREFULLY AND IN THEIR ENTIRETY WHEN
THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT CRESCENT CAPITAL BDC, THE COMPANY, THE PROPOSED
TRANSACTIONS, THE PROPOSALS AND RELATED MATTERS. Investors and security holders can obtain the Registration
Statement, the Joint Proxy Statement/Prospectus and other documents filed with, or caused to be filed with, the SEC by
Crescent Capital BDC and the Company, free of charge, from the SEC’s web site at www.sec.gov and from
either Crescent Capital BDC’s or the Company’s web sites at http://crescentbdc.com or
at www.alcentracapital.com. Investors and security holders may also obtain free copies of the Registration
Statement, the Joint Proxy Statement/Prospectus and other documents filed with the SEC from Crescent Capital BDC by
contacting Crescent Capital BDC’s Investor Relations Department at bdcir@crescentcap.com or from the
Company by contacting its Investor Relations Department at investorrelationsbdc@alcentra.com.
Participants in the Solicitation
This communication is not a solicitation
of a proxy from any investor or security holder. However, Crescent Capital BDC, the Company, and their respective directors and
executive officers, other members of their management and employees may be deemed to be participants in the solicitation of proxies
in connection with the Proposals. Information regarding Crescent Capital BDC’s directors and executive officers is available
in its definitive proxy statement for its 2019 annual meeting of stockholders filed with the SEC on April 26, 2019. Information
regarding the Company’s directors and executive officers is available in an amendment to its annual report for the year ended
December 31, 2018 on Form 10-K/A (the “2018 Form 10-K/A”), filed with the SEC on April 30, 2019. To the extent holdings
of securities by such directors or executive officers have changed since the amounts printed in Crescent Capital BDC’s 2019
proxy statement and the Company’s 2018 Form 10-K/A, such changes have been or will be reflected on Statements of Changes
in Beneficial Ownership on Form 4 filed by such directors or executive officers, as the case may be, with the SEC. More detailed
information regarding the identity of potential participants, and their direct or indirect interests, by security holdings or otherwise,
will be set forth in the Registration Statement and the Joint Proxy Statement/Prospectus when such documents become available.
These documents may be obtained free of charge from the sources indicated above.
No Offer or Solicitation
The information in this communication is
for informational purposes only and shall not constitute an offer to sell or the solicitation of an offer to sell or the solicitation
of an offer to buy any securities or the solicitation of any vote or approval in any jurisdiction pursuant to or in connection
with the Proposals or otherwise, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in contravention
of applicable law. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10
of the Securities Act.
