SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): June 6, 2018
TCG BDC, INC.
(Exact Name of Registrant as Specified in Charter)
(State or Other
520 Madison Avenue, 40th Floor
New York, New York
(Address of Principal Executive offices)
Registrant’s telephone number, including area code: (212) 813-4900
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instructions A.2.):
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Item 5.07. Submission of Matters to a Vote of Security Holders.
On June 6, 2018, TCG BDC, Inc. (the “Company”) held its 2018 Annual Meeting of Stockholders (the “Annual Meeting”). The following three proposals were voted on at the Annual Meeting: (1) the election of Eliot P.S. Merrill and Nigel D.T. Andrews as directors, each to serve for a three-year term and until his successor is duly elected and qualified at the Company’s 2021 Annual Meeting of Stockholders or until his earlier death, resignation or removal; (2) the ratification of the selection of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2018; and (3) the approval of the application of a minimum asset coverage ratio of 150% to the Company (the “Asset Coverage Ratio Proposal”).
As of April 23, 2018, the record date for the Annual Meeting, there were 62,568,659 shares of common stock outstanding and entitled to vote. 37,156,911 shares of common stock of the Company were present or represented at the meeting, constituting a quorum.
The final voting results for each of the proposals submitted to a vote of stockholders at the Annual Meeting are set forth below. Each proposal was approved by the requisite vote.
Proposal 1. The election of Eliot P.S. Merrill and Nigel D.T. Andrews as directors, each to serve for a three-year term and until his successor is duly elected and qualified at the Company’s 2021 Annual Meeting of Stockholders or until his earlier death, resignation or removal:
1a. Eliot P.S. Merrill
1b. Nigel D.T. Andrews
Proposal 2. The ratification of the selection of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2018:
Proposal 3. The Asset Coverage Ratio Proposal:
Item 8.01. Other Events.
As disclosed above under Item 5.07, the Asset Coverage Ratio Proposal was approved by stockholders. As a result, pursuant to Section 61(a)(2) of the Investment Company Act of 1940, as amended, and subject to the satisfaction of certain ongoing disclosure requirements, effective June 7, 2018, the minimum asset coverage ratio applicable to the Company is 150%.
On June 7, 2018, the Company issued a press release regarding the foregoing. The press release is attached hereto as exhibit 99.1 and incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
Exhibit Number Description
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
TCG BDC, INC.
/s/ Erik Barrios
Date: June 7, 2018
TCG BDC, Inc. Announces Stockholder Approval of the Asset Coverage Ratio Proposal and Other Results of its Annual Meeting of Stockholders
June 7, 2018
NEW YORK, June 7, 2018 (GLOBE NEWSWIRE) -- TCG BDC, Inc. (“TCG BDC” or the “Company”) (NASDAQ:CGBD) today announced that, at the Company’s annual meeting of stockholders held on June 6, 2018 (the “Annual Meeting”), its stockholders have approved the application to the Company of the 150% minimum asset coverage ratio set forth in Section 61(a)(2) of the Investment Company Act of 1940, as amended (the “1940 Act”). As a result, the minimum asset coverage ratio applicable to the Company will be reduced from 200% to 150%, effective today.
Michael Hart, Chairman and CEO of TCG BDC, shared the following: “We are appreciative of the overwhelming support from our shareholders regarding the adoption of the revised minimum asset coverage ratio. The reduced asset coverage requirements provide immediate operational flexibility and present a further opportunity to increase returns to our shareholders while maintaining the same credit discipline and selectivity that we have exercised since our Company’s inception. I would like to thank both our Board and our Shareholders for each providing their support for the asset coverage ratio proposal, as well as for their ongoing support and long-term partnership.”
The Company also announced today that at its Annual Meeting, Nigel D.T. Andrews and Eliot T.S. Merrill were re-elected to the Company’s Board of Directors and stockholders have ratified the selection of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2018.
About TCG BDC, Inc.
TCG BDC is an externally managed specialty finance company focused on lending to middle-market companies. TCG BDC is managed by Carlyle Global Credit Investment Management L.L.C., an SEC-registered investment adviser and a wholly owned subsidiary of The Carlyle Group L.P. Since it commenced investment operations in May 2013 through March 31, 2018, TCG BDC has invested approximately $3.8 billion in aggregate principal amount of debt and equity investments prior to any subsequent exits or repayments. TCG BDC’s investment objective is to generate current income and capital appreciation primarily through debt investments in U.S. middle market companies. TCG BDC has elected to be regulated as a business development company under the Investment Company Act of 1940, as amended.
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
This press release may contain forward-looking statements that involve substantial risks and uncertainties. You can identify these statements by the use of forward-looking terminology such as “anticipates,” “believes,” “expects,” “intends,” “will,” “should,” “may,” “plans,” “continue,” “believes,” “seeks,” “estimates,” “would,” “could,” “targets,” “projects,” “outlook,” “potential,” “predicts” and variations of these words and similar expressions to identify forward-looking statements, although not all forward-looking statements include these words. You should read statements that contain these words carefully because they discuss our plans, strategies, prospects
and expectations concerning our business, operating results, financial condition and other similar matters. We believe that it is important to communicate our future expectations to our investors. There may be events in the future, however, that we are not able to predict accurately or control. You should not place undue reliance on these forward-looking statements, which speak only as of the date on which we make it. Factors or events that could cause our actual results to differ, possibly materially from our expectations, include, but are not limited to, the risks, uncertainties and other factors we identify in the sections entitled “Risk Factors” and “Cautionary Statement Regarding Forward-Looking Statements” in filings we make with the Securities and Exchange Commission, and it is not possible for us to predict or identify all of them. We undertake no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.