AGREEMENT AND PLAN OF MERGER by and among CRESCENT CAPITAL BDC, INC., ATLANTIS ACQUISITION SUB, INC., ALCENTRA CAPITAL CORPORATION andAgreement and Plan of Merger • August 13th, 2019 • Crescent Capital BDC, Inc. • Maryland
THIS AGREEMENT AND PLAN OF MERGER, dated as of August 12, 2019 (this “Agreement”), is made by and among Crescent Capital BDC, Inc., a Delaware corporation, to be converted to a Maryland corporation (“Parent”), Atlantis Acquisition Sub, Inc., a Maryland corporation and a direct wholly-owned Subsidiary of Parent (“Acquisition Sub”), Alcentra Capital Corporation, a Maryland corporation (the “Company”), and CBDC Advisors, LLC, a Delaware limited liability company (the “Parent External Adviser”). The Parent External Adviser is a party to this Agreement solely for purposes of Article II (with respect to the Parent External Adviser), Article V, Section 6.5, Section 6.23, Section 8.4, Section 8.5 and Article IX. Defined terms used in this Agreement have the respective meanings ascribed to them by definition in this Agreement or in Appendix A.
Re: Transaction Support; Advisory Agreement AmendmentAdvisory Agreement • August 13th, 2019 • Crescent Capital BDC, Inc. • New York
This letter is with reference to (a) the Investment Advisory Agreement, dated as of June 2, 2015 (the “Advisory Agreement”), between Crescent Capital BDC, Inc., a Delaware corporation (the “Company”), and CBDC Advisors, LLC, a Delaware limited liability (the “Advisor”), and (b) the Agreement and Plan of Merger, dated as of the date hereof (the “Merger Agreement”), by and among the Company, Atlantis Acquisition Sub, Inc. a Maryland corporation (“Acquisition Sub”), Alcentra Capital Corporation, a Maryland corporation (“Atlantis”), and, solely for purposes set forth therein, the Advisor. Capitalized terms used but not defined herein have the meanings ascribed to them in the Merger Agreement.
