Simpson Thacher & Bartlett LLPCrescent Capital BDC, Inc. • December 23rd, 2022
We refer to the Agreement and Plan of Merger, dated as of October 3, 2022 (the “Merger Agreement”), by and among Crescent Capital BDC, Inc., a Maryland corporation (“Parent”), Echelon Acquisition Sub, Inc., a Delaware corporation and a direct wholly-owned subsidiary of Parent (“Acquisition Sub”), Echelon Acquisition Sub LLC, a Delaware limited liability company and a direct wholly-owned subsidiary of Parent (“Acquisition Sub 2”), First Eagle Alternative Capital BDC, Inc., a Delaware corporation (the “Company”), and Crescent Cap Advisors, LLC, a Delaware limited liability company. Pursuant to the Merger Agreement, Acquisition Sub will merge with and into the Company (the “First Merger”), with the Company continuing as the surviving corporation and as a wholly-owned subsidiary of Parent. Immediately after the First Merger, the Company, as the surviving corporation, will merge with and into Acquisition Sub 2 (the “Second Merger” and, together with the First Merger, the “Mergers”), with Ac
FORM OF ELECTIONCrescent Capital BDC, Inc. • December 23rd, 2022
This Form of Election (this “Form of Election”) is being delivered in connection with the Agreement and Plan of Merger, dated October 3, 2022, by and among Crescent Capital BDC, Inc. (“Parent”), Echelon Acquisition Sub, Inc. (“Acquisition Sub”), Echelon Acquisition Sub LLC (“Acquisition Sub 2”), First Eagle Alternative Capital BDC, Inc. (“FCRD”) and Crescent Cap Advisors, LLC (“Parent External Advisor”) (the “Merger Agreement”), and the Proxy Statement/Prospectus (File No. 333-268153) of Parent, filed on Form N-14 by Parent with the Securities and Exchange Commission (the “SEC”) on November 4, 2022, and amended by that Amendment No. 1 to Form N-14, filed by Parent with the SEC on [•], 2022, and filed on Schedule 14A by FCRD with the SEC on [•], 2022 (as amended from time to time, the “Proxy Statement”). The Merger Agreement provides for the acquisition of the shares of common stock of FCRD, par value $0.001 per share (“FCRD Common Stock”) by Parent through the following steps, on the t
