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): October 25, 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 7.01 Regulation FD Disclosure
As previously disclosed, TCG BDC, Inc. (the “Company”) is required to initiate certain registered underwritten secondary offerings on behalf of its pre-initial public offering (“IPO”) investors following the Company’s IPO pursuant to the terms of the subscription agreements entered into by the Company and its pre-IPO investors (the "Subscription Agreements"). Accordingly, the Company delivered a written notice to its pre-IPO investors to offer such investors the opportunity to participate in a registered underwritten secondary offering (the "Proposed Secondary Offering"). Because the aggregate commitments to sell in the Proposed Secondary Offering did not meet the minimum offering size required under the Subscription Agreements, the Company notified investors on October 25, 2018 that the Company would not be proceeding with the Proposed Secondary Offering.
The information disclosed under this Item 7.01 is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, or otherwise subject to the liabilities of that section, and shall not be deemed incorporated by reference into any filing made under the Securities Act of 1933, except as expressly set forth by specific reference in such filing.
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/ Venugopal Rathi
Date: October 25, 2018