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 9, 2021
TCG BDC, INC.
(Exact name of registrant as specified in charter)
| Maryland | No. 814-00995 | 80-0789789 | ||||||||||||
| (State or Other Jurisdiction of Incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) | ||||||||||||
| One Vanderbilt Avenue, Suite 3400 New York, New York | 10017 | |||||||||||||
| (Address of Principal Executive Offices) | (Zip Code) | |||||||||||||
Registrant’s telephone number, including area code: (212) 813-4900
| N/A | ||
(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 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)) | ||||
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class: | Trading Symbol(s) | Name of each exchange on which registered: | ||||||
| Common stock, $0.01 per share | CGBD | The Nasdaq Global Select Market | ||||||
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 9, 2021, TCG BDC, Inc. (the "Company") held its 2021 Annual Meeting of Stockholders (the “Annual Meeting”). The following proposals were voted on at the Annual Meeting: (1) the election of each of (a) Nigel D.T. Andrews, Aren C. LeeKong and Mark Jenkins as a Class II director of the Company, each to serve for a three-year term and until his successor is duly elected and qualified at the Company’s 2024 Annual Meeting of Stockholders or until his earlier death, resignation or removal, and (b) William H. Wright II as a Class I director of the Company to serve for a two-year term and until his successor is duly elected and qualified at the Company’s 2023 Annual Meeting of Stockholders or until his earlier death, resignation or removal; and (2) the ratification of the selection of Ernst & Young LLP (“EY”) as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2021.
At the Annual Meeting, holders of the outstanding shares of the Company’s common stock and the outstanding shares of the Company’s convertible preferred stock, series A (“preferred stock”), voting together as a single class, voted upon the proposals to elect Messrs. Andrews, LeeKong and Wright, and to ratify the selection of EY as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2021. Holders of the outstanding shares of the Company’s preferred stock, voting separately as a single class, voted upon the proposal to elect Mr. Jenkins.
As of April 14, 2021, the record date for the Annual Meeting, there were 54,812,136 shares of common stock of the Company and 2,000,000 shares of preferred stock of the Company outstanding and entitled to vote. 38,933,718 shares of the common stock of the Company and 2,000,000 shares of the preferred stock of the Company were present or represented at the Annual 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(a). The election of Nigel D.T. Andrews, Aren C. LeeKong and Mark Jenkins, each to serve as a Class II director for a three-year term and until his successor is duly elected and qualified at the Company’s 2024 Annual Meeting of Stockholders or his earlier death, resignation or removal:
| Nominees | For | Withhold | Broker Non-Votes | ||||||||
| Nigel D.T. Andrews* | 14,302,399 | 6,124,633 | 20,506,686 | ||||||||
| Aren C. LeeKong* | 20,181,202 | 245,830 | 20,506,686 | ||||||||
| Mark Jenkins** | 2,000,000 | 0 | 0 | ||||||||
*Elected by holders of the Company's common stock and the Company's preferred stock, voting together as a single class.
**Elected by holders of the Company's preferred stock, voting separately as a single class.
Proposal 1(b). The election of William H. Wright II to serve as a Class I director for a two-year term and until his successor is duly elected and qualified at the Company's 2023 Annual Meeting of Stockholders or his earlier death, resignation or removal:
| Nominees | For | Withhold | Broker Non-Votes | ||||||||
| William H. Wright II* | 20,134,753 | 292,279 | 20,506,686 | ||||||||
*Elected by holders of the Company's common stock and the Company's preferred stock, voting together as a single class.
Proposal 2. The ratification of the selection of EY as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2021 (holders of the Company's common stock and the Company's preferred stock, voting together as a single class):
| For | Against | Abstain | Broker Non-Votes | ||||||||
| 40,705,862 | 175,563 | 52,293 | 0 | ||||||||
Item 7.01 – Regulation FD Disclosure.
On June 15, 2021, the Company issued a press release announcing the election of Mr. LeeKong to its Board of Directors. A copy of the press release is attached hereto as Exhibit 99.1. The information disclosed under this Item 7.01, including Exhibit 99.1 hereto, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of
1934, as amended, and shall not be deemed incorporated by reference into any filing made under the Securities Act of 1933, as amended, except as expressly set forth by specific reference in such filing.
Item 9.01 – Financial Statements and Exhibits.
Exhibits 99.1 shall be deemed furnished herewith.
(d)Exhibits:
| Exhibit Number | Description | |||||||
| 99.1 | ||||||||
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) | ||||||||||||||
| Dated: June 15, 2021 | By: | /s/ Linda Pace | ||||||||||||
| Name: Linda Pace | ||||||||||||||
| Title: Chief Executive Officer | ||||||||||||||
EXHIBIT 99.1
TCG BDC, Inc. Announces Election of Aren C. LeeKong to the Board of Directors
June 15, 2021
New York, June 15, 2021 - TCG BDC, Inc. (together with its consolidated subsidiaries, “we,” “us,” “our,” “TCG BDC” or the “Company”) (NASDAQ: CGBD) today announced that Aren C. LeeKong was elected as a Director of the Company by its stockholders at the Company’s 2021 Annual Meeting of Stockholders, which was held on June 9, 2021. The Company’s Board of Directors (the “Board”) recommended that the Company’s stockholders elect Mr. LeeKong, a nominee of the Board. Mr. LeeKong will serve on the Board’s Audit Committee, Governance and Nominating Committee, and Compensation Committee. Mr. LeeKong’s election expands the Board of Directors from six to seven members, five of whom are independent directors.
“Aren brings deep industry expertise in private equity and the illiquid credit markets to our Board of Directors,” said Linda Pace, Chief Executive Officer. “We are delighted to welcome him, and we look forward to the contributions of his knowledge and experience.”
Mr. LeeKong was most recently the Executive Chairman of Organix Recycling, LLC, the largest company in the pre-consumer food waste recycling industry in the United States. He is also a member of the external investment advisory committee of the New York State Common Retirement Fund, a public pension fund with an estimated $247.7 billion in assets as of December 31, 2020. Prior to that, Mr. LeeKong was a Managing Director and co-Portfolio Manager at Highbridge Principal Strategies (HPS) and was a founding member of the Capital Markets team at Kohlberg, Kravis & Roberts (KKR). He is a graduate of the University of Massachusetts at Amherst.
Mr. LeeKong and his family are committed to expanding opportunities for underrepresented women and people of color through increasing the availability of educational opportunities and high-quality healthcare solutions. He serves on the Advisory Board of The Family Center, an organization that offers social and legal services to New Yorkers struggling with a family crisis or loss.
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 Inc. Since it commenced investment operations in May 2013 through March 31, 2021, TCG BDC has invested approximately $6.4 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.
Cautionary Statement Regarding Forward-Looking Statements
This press release may contain forward-looking statements that involve substantial risks and uncertainties, including the impact of COVID-19 on the business. 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.
Contacts:
| Investors: | Media: | ||||
| L. Allison Rudary | Brittany Berliner | ||||
+1-212-813-4756 allison.rudary@carlyle.com | +1-212-813-4839 Brittany.berliner@carlyle.com | ||||