Crescent Capital BDC Inc. agreed to acquire Alcentra Capital Corp. in a cash-and-stock deal valued at about $141.9 million.
The deal value equates to about $11.02 per share and considers certain post-closing adjustments. The amount represents Alcentra Capital's net asset value per share as of June 30 and is 1.36x the closing price of the company's common stock on Aug. 12.
Alcentra Capital stockholders will receive about $19.3 million in cash, or $1.50 per share, from Crescent Capital BDC; 5.2 million Crescent Capital BDC common shares; and $21.6 million in cash, or $1.68 per share, from CBDC Advisors LLC, Crescent Capital BDC's investment adviser. In addition to the per-share consideration to be funded by CBDC Advisors, the investment adviser has also agreed to fund at closing about $1.4 million of Crescent Capital BDC's transaction expenses.
The deal is expected to close in the fourth quarter. Before the deal closes, Crescent Capital BDC will convert to a Maryland corporation, and as a result, the combined company will be incorporated in Maryland. Crescent Capital BDC will apply for listing on the Nasdaq under the ticker symbol CCAP and is expected to trade publicly immediately after the deal closes. All Crescent Capital BDC officers and directors at closing will remain in their current roles.
Following the transaction, Crescent Capital BDC and Alcentra Capital stockholders are expected to own approximately 81% and 19%, respectively, of the combined company, which will remain externally managed by CBDC Advisors.
Alcentra Capital is managed by Alcentra NY LLC, whose ultimate parent is Bank of New York Mellon Corp. The deal comes after Alcentra Capital announced a review of strategic alternatives for its business in April.
Crescent Capital BDC will implement a stock repurchase program for 12 months following the deal's closing via open-market share repurchases of up to $20 million, less any amounts provided under any repurchase program for Crescent Capital BDC stock entered into by affiliates of Crescent Capital BDC or its investment adviser.
BofA Merrill Lynch was financial adviser, and Kirkland & Ellis LLP was legal counsel to Crescent Capital BDC. Proskauer Rose LLP was legal counsel to the independent directors of Crescent Capital BDC. Houlihan Lokey was financial adviser and Sullivan & Worcester LLP was legal counsel to the committee of independent directors of Alcentra Capital. Dechert LLP was its legal counsel.
Ally Bank provided a commitment letter on the deal dated Aug. 12, agreeing to provide Crescent Capital BDC with a $200 million leverage facility, expected to close later in August.