UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): June 19, 2017
TCG BDC, INC.
(Exact name of registrant as specified in charter)
| Maryland | 814-00995 | 80-0789789 | ||
| (State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification No.) | ||
| 420 Madison Avenue, 40th Floor, New York, New York | 10022 | |||
| (Address of Principal Executive Offices) | (Zip Code) | |||
Registrant’s telephone number, including area code: (212) 813-4900
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 Instruction A.2 below):
| ☐ | 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 8.01 – Other Events
On June 19, 2017, TCG BDC, Inc. issued a press release, announcing the closing of its initial public offering. A copy of the press release is included herewith as Exhibit 99.1, and incorporated herein by reference.
Item 9.01 – Financial Statements and Exhibits
| (d) | Exhibits: |
| Exhibit |
Description | |
| 99.1 | Press Release, dated June 19, 2017 | |
SIGNATURES
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. (Registrant) | ||||
| Date: June 19, 2017 |
By: | /s/ Orit Mizrachi | ||
| Name: | Orit Mizrachi | |||
| Title: | Chief Operating Officer | |||
Exhibit 99.1
TCG BDC, INC. CLOSES INITIAL PUBLIC OFFERING OF
COMMON STOCK
Company Release – 6/19/2017
NEW YORK—(June 19, 2017)—TCG BDC, Inc. (“TCG BDC”) (NASDAQ: CGBD) announced today that it closed its initial public offering of 9,000,000 shares of its common stock on June 19, 2017. Shares of common stock of TCG BDC began trading on the NASDAQ Global Select Market on June 14, 2017.
BofA Merrill Lynch, Morgan Stanley, J.P. Morgan and Citigroup acted as joint book-running managers for the offering. Keefe, Bruyette & Woods, A Stifel Company and Wells Fargo Securities acted as bookrunners for the offering and HSBC and Mizuho Securities acted as co-managers for the offering.
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 GMS 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, 2017, TCG BDC has invested more than $2.4 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.
Forward-Looking Statements
Statements included herein may constitute “forward-looking statements” that involve substantial risks and uncertainties. These forward-looking statements are not historical facts, but rather are based on current expectations and estimates about us, our current and prospective portfolio investments, our industry, our beliefs, our assumptions and other similar matters. Words such as “anticipates,” “expects,” “intends,” “plans,” “believes,” “seeks,” “estimates,” “would,” “should,” “targets,” “projects,” and variations of these words and similar expressions are intended to identify forward-looking statements. These statements are not guarantees of future performance and are subject to risks, uncertainties, and other factors, including those described from time to time in our filings with the SEC, many of which are beyond TCG BDC’s control and difficult to predict, that could cause actual results to differ materially from those implied or expressed in the forward-looking statements. TCG BDC undertakes 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.
Investor Contact:
Daniel Harris
212-813-4527
daniel.harris@carlyle.com
Media Contact:
Jordan DeJarnette
202-729-5029
jordan.dejarnette@carlyle.com