SEC Form DEFM14A filed by First Eagle Alternative Capital BDC Inc.

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FIRST EAGLE ALTERNATIVE CAPITAL BDC, INC.

500 Boylston Street, Suite 1200,

Boston, MA 02116

MERGER PROPOSED—YOUR VOTE IS VERY IMPORTANT

January 20, 2023

Dear Stockholder:

You are cordially invited to attend the Special Meeting of Stockholders (the “Special Meeting”) of First Eagle Alternative Capital BDC, Inc., a Delaware corporation (“FCRD”), to be held in-person on March 7, 2023, at 11:00 a.m., Eastern Time, at the offices of FCRD, located at 500 Boylston Street, Suite 1200, Boston, MA 02116.

The notice of special meeting and the proxy statement/prospectus accompanying this letter provide an outline of the business to be conducted at the Special Meeting. At the Special Meeting, you will be asked to:

FCRD and CCAP are proposing a merger and related transactions pursuant to the Merger Agreement in which Acquisition Sub would merge with and into FCRD, with FCRD continuing as the surviving company (the “First Merger”) and a wholly owned subsidiary of CCAP. Subsequently, FCRD, as the surviving company, will merge with and into Acquisition Sub 2, with Acquisition Sub 2 continuing as the surviving company and a wholly owned subsidiary of CCAP (the “Second Merger” and together with the First Merger, the “Mergers”).

Under the Merger Agreement, on the date which is two days prior to the closing date of the Mergers (the closing date of the Mergers is herein referred to as the “Closing Date“) (the “Determination Date”), each of CCAP and FCRD will deliver to the other a calculation of its estimated net asset value (“NAV”) as of 5:00 p.m. New York City time as of the Determination Date, in each case, as approved by the Board of Directors of FCRD (the “FCRD Board”) or the Board of Directors of CCAP (the “CCAP Board”), as applicable, calculated in good faith and based on certain agreed upon assumptions and methodologies, and applying certain agreed upon adjustments (such calculation with respect to FCRD, the “Closing FCRD Net Asset Value,” and such calculation with respect to CCAP, the “Closing CCAP Net Asset Value”). FCRD and CCAP will update and redeliver such calculations in the event of any material changes between the Determination Date and the Closing Date or if needed to ensure that the calculation is determined within two days (excluding Sundays and holidays) prior to the date and time when the First Merger becomes effective (the “Effective Time”).

Subject to the terms and conditions of the Merger Agreement, at the closing of the First Merger (the “Closing”), CCAP will issue, in respect of all of the issued and outstanding shares of common stock, par value $0.001 per share, of FCRD (“FCRD Common Stock”) (excluding shares held by subsidiaries of FCRD or held, directly or indirectly, by CCAP or Acquisition Sub (“Cancelled Shares”)), in the aggregate, a number of shares of common stock, par value $0.001 per share, of CCAP (“CCAP Common Stock”) equal to 19.99% of the number of shares of CCAP Common Stock issued and outstanding on October 3, 2022 (the “Aggregate Share Consideration”). On the Determination Date, CCAP shall deliver to FCRD a calculation of the amount by which FCRD’s net asset value exceeds the value of the Aggregate Share Consideration (the “Parent Cash Consideration”), as described in the Merger Agreement. The aggregate amount of cash to be paid to FCRD Stockholders shall be an amount equal to the Parent Cash Consideration.

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Each person who as of the Effective Time is a record holder of shares of FCRD Common Stock will be entitled, with respect to all or any portion of such shares, to make an election (an “Election”) to receive payment for their shares of FCRD Common Stock in cash, subject to the conditions and limitations set forth in the Merger Agreement. Any record holder of shares of FCRD Common Stock at the record date who does not make an Election will be deemed to have elected to receive payment for their shares of FCRD Common Stock in the form of CCAP Common Stock. For the purpose of making Elections, a record holder of FCRD Common Stock that is a registered clearing agency and which holds legal title on behalf of multiple ultimate beneficial owners shall be entitled to submit elections as if each ultimate beneficial owner were a record holder of FCRD Common Stock.

Each share of FCRD Common Stock (other than a Cancelled Share) with respect to which an Election has been made will be converted into the right to receive an amount in cash equal to the Per Share NAV (as defined below), subject to those adjustments described in the accompanying proxy statement/prospectus under “Questions and Answers About the Special Meeting and the Mergers—Questions and Answers About the Mergers—What will FCRD Stockholders Receive in the Mergers?” and “Description of the Merger Agreement—Allocation of Merger Consideration and Illustrative Elections and Calculations,” as well as the right to receive an additional amount in cash equal to the applicable ratable portion of the CCAP Advisor Cash Consideration (as defined below).

Each share of FCRD Common Stock (other than a Cancelled Share) with respect to which an Election has not been made will be converted into the right to receive a number of validly issued, fully paid and non-assessable shares of CCAP Common Stock equal to the Exchange Ratio, subject to those adjustments described in the accompanying proxy statement/prospectus under “Questions and Answers About the Special Meeting and the Mergers—Questions and Answers About the Mergers—What will FCRD Stockholders Receive in the Mergers?” and “Description of the Merger Agreement—Allocation of Merger Consideration and Illustrative Elections and Calculations,” as well as the right to receive an amount in cash equal to the applicable ratable portion of the CCAP Advisor Cash Consideration.

The “Per Share NAV” shall mean an amount in cash equal to the Closing FCRD Net Asset Value per share.

The “Exchange Ratio” means the quotient (rounded to four decimal places) of (i) the FCRD Per Share NAV divided by (ii) the CCAP Per Share NAV, as may be adjusted pursuant to the Merger Agreement.

Furthermore, as additional consideration to the holders of shares of FCRD Common Stock that are issued and outstanding immediately prior to the Effective Time (excluding any Cancelled Shares), CCAP Advisor will pay or cause to be paid to such holders an aggregate amount in cash equal to $35 million (the “CCAP Advisor Cash Consideration”).

The market value of the merger consideration will fluctuate with changes in the market price of CCAP Common Stock. The FCRD Board urges you to obtain current market quotations of CCAP Common Stock. CCAP Common Stock trades on Nasdaq under the ticker symbol “CCAP.” The following table shows the closing sale prices of CCAP Common Stock, as reported on Nasdaq on October 3, 2022, the last trading day before the execution of the Merger Agreement, and on January 19, 2023, the last trading day before printing this document.

Your vote is extremely important. At the Special Meeting, you will be asked to vote on the Merger Proposal and, if necessary or appropriate, the FCRD Adjournment Proposal. The approval of the Merger Proposal requires the affirmative vote of the holders of at least a majority of the outstanding shares of FCRD Common Stock entitled to vote at the Special Meeting. You also may be asked to vote to approve the FCRD

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Adjournment Proposal. The approval of the FCRD Adjournment Proposal requires the affirmative vote of the holders of a majority of the shares of FCRD Common Stock present in person or represented by proxy and entitled to vote on the FCRD Adjournment Proposal at the Special Meeting, whether or not a quorum is present.

Abstentions will have the same effect as votes “against” the Merger Proposal. Abstentions will have the same effect as a vote “against” approval of the FCRD Adjournment Proposal. We expect each proposal will be a non-routine matter, and accordingly, we do not expect that any broker non-votes to occur at the Special Meeting. The failure of beneficial owners owning shares through a broker, bank, trustee or other nominee to provide voting instructions with respect to such shares will have the same effect as votes “against” the Merger Proposal and will have no effect on the voting outcome of the FCRD Adjournment Proposal. Broker non-votes will have no effect on the voting outcome of the FCRD Adjournment Proposal.

After careful consideration, on the unanimous recommendation of a special committee (the “Special Committee”) of the FCRD Board comprised solely of certain independent directors of the FCRD Board, the FCRD Board approved the Merger Agreement and the transactions contemplated thereby, including the Mergers, and recommends that FCRD Stockholders vote “FOR” the Merger Proposal and, if necessary or appropriate, “FOR” the FCRD Adjournment Proposal. You can submit a proxy to vote for the FCRD Proposals by following the instructions on the enclosed proxy card and submitting a proxy by Internet or telephone or by signing, dating and returning the proxy card in the postage-paid envelope provided.

It is important that your shares be represented at the Special Meeting. You have the right to receive notice of, and to vote at, the Special Meeting, or any adjournments and postponements of Special Meeting, if you were a stockholder of record of FCRD Common Stock at the close of business on January 19, 2023. Each FCRD Stockholder is invited to attend the Special Meeting. You or your proxyholder will be able to attend the Special Meeting in-person to vote and submit questions. The Special Meeting will be held at the offices of FCRD, located at 500 Boylston Street, Suite 1200, Boston, MA 02116. Please follow the instructions on the enclosed proxy card and authorize a proxy via the Internet, by telephone or by mail to vote your shares. FCRD encourages you to submit a proxy to vote via the Internet as it saves FCRD significant time and processing costs. If you are the beneficial owner of your shares, you will need to follow the instructions provided by your broker, bank, trustee or nominee regarding how to instruct your broker, bank, trustee or nominee, or how to obtain a proxy from your broker, bank, trustee or nominee, to vote your shares at the Special Meeting. Voting by proxy does not deprive you of your right to participate in-person at the Special Meeting.

This proxy statement/prospectus describes the Special Meeting, the Mergers, and the documents related to the Mergers (including the Merger Agreement) that FCRD Stockholders should review before voting on the Merger Proposal and should be retained for future reference. Please carefully read this entire document, including “Risk Factors” beginning on page 31 and as otherwise incorporated by reference herein, for a discussion of the risks relating to the Mergers, CCAP and FCRD. FCRD files annual, quarterly and current reports, proxy statements and other information about itself with the SEC. FCRD maintains a website at www.firsteagle.com/FEACBDC and makes all of its annual, quarterly and current reports, proxy statements and other publicly filed information available on or through its website. Information contained on FCRD’s website is not incorporated by reference into this proxy statement/prospectus, and you should not consider information contained on FCRD’s website to be part of this proxy statement/prospectus. You may also obtain such information, free of charge, and make stockholder inquiries by contacting FCRD in writing at 500 Boylston St., Suite 1200, Boston, MA 02116 Attention:

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Secretary, by calling collect at (800) 450-4424 or by sending an e-mail to [email protected]. The SEC also maintains a website at http://www.sec.gov that contains such information.

Neither the U.S. Securities and Exchange Commission nor any state securities commission has approved or disapproved of the shares of CCAP Common Stock to be issued under this proxy statement/prospectus or determined if this proxy statement/prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

Important Notice Regarding the Availability of Proxy Materials for the Special Meeting to Be Held on March 7, 2023: FCRD’s proxy statement/prospectus and the proxy card are available at www.proxyvote.com.

The date of the accompanying proxy statement/prospectus is January 20, 2023 and it is first being mailed or otherwise delivered to FCRD Stockholders on or about January 23, 2023.

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FIRST EAGLE ALTERNATIVE CAPITAL BDC, INC.

500 Boylston St., Suite 1200

Boston, MA 02116

NOTICE OF SPECIAL MEETING OF STOCKHOLDERS

TO BE HELD ON March 7, 2023

NOTICE OF 2022 SPECIAL MEETING OF STOCKHOLDERS

500 Boylston Street, Suite 1200,

Boston, MA 02116

March 7, 2023, at 11:00 a.m., Eastern Time

Notice is hereby given to the holders of shares of common stock (“FCRD Stockholders”) of First Eagle Alternative Capital BDC, Inc., a Delaware corporation (“FCRD”), that:

A Special Meeting of Stockholders of FCRD (the “Special Meeting”) will be held in-person on March 7, 2023, at 11:00 a.m., Eastern Time, at the offices of FCRD, located at 500 Boylston Street, Suite 1200, Boston, MA 02116, for the following purposes:

FCRD and CCAP are proposing a merger and related transactions pursuant to the Merger Agreement in which Acquisition Sub would merge with and into FCRD, with FCRD continuing as the surviving company and a wholly owned subsidiary of CCAP (the “First Merger”). Subsequently, FCRD, as the surviving company, will merge with and into Acquisition Sub 2, with Acquisition Sub 2 continuing as the surviving company and a wholly owned subsidiary of CCAP (the “Second Merger” and together with the First Merger, the “Mergers”).

ON THE UNANIMOUS RECOMMENDATION OF A SPECIAL COMMITTEE (THE “SPECIAL COMMITTEE”) OF THE BOARD OF DIRECTORS OF FCRD (THE “FCRD BOARD”) COMPRISED SOLELY OF CERTAIN INDEPENDENT DIRECTORS OF THE FCRD BOARD, THE FCRD BOARD APPROVED THE MERGER AGREEMENT AND THE TRANSACTIONS CONTEMPLATED THEREBY, INCLUDING THE MERGERS, AND THE FCRD BOARD RECOMMENDS THAT FCRD STOCKHOLDERS VOTE “FOR” THE MERGER PROPOSAL AND, IF NECESSARY OR APPROPRIATE, “FOR” THE FCRD ADJOURNMENT PROPOSAL.

Enclosed is a copy of the proxy statement/prospectus and proxy card. You have the right to receive notice of, and to vote at, the Special Meeting, or any adjournments and postponements of Special Meeting, if you were a stockholder of record of FCRD Common Stock at the close of business on January 19, 2023 (the “FCRD Record Date”). A list of these stockholders will be open for examination by any FCRD Stockholder for any purpose germane to the Special Meeting for a period of ten days prior to the Special Meeting at FCRD’s principal executive office at 500 Boylston Street, Suite 1200, Boston, MA 02116.

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Each FCRD Stockholder is invited to attend the Special Meeting. You or your proxyholder will be able to attend the Special Meeting in-person and may vote and submit questions at the Special Meeting.

If you are a beneficial owner of shares that are held in “street name,” that is they are registered in the name of your broker, bank, trustee or other nominee, you should have received a notice containing voting instructions from your nominee rather than from FCRD. You should follow the voting instructions in the notice to ensure that your vote is counted. Many brokers and banks participate in a program that offers a means to grant proxies to vote shares via the Internet or by telephone. If your shares are held in an account with a broker or bank participating in this program, you may grant a proxy to vote those shares via the Internet or telephonically by using the website or telephone number shown on the instruction form provided to you by your nominee.

In order to vote at the Special Meeting, or any adjournments and postponements of Special Meeting, you must either be a stockholder of record of FCRD Common Stock as of the FCRD Record Date, or you must be a beneficial holder as of the FCRD Record Date and obtain a legal proxy from your broker, bank, trustee, or other nominee. FCRD Stockholders of record will have the opportunity to vote electronically at the Special Meeting after they have checked into the Special Meeting as described above and in the proxy statement/prospectus. If you are a beneficial holder, you must request a legal proxy from your nominee in sufficient time so that it can be obtained, completed and submitted by you and received by FCRD in advance of the Special Meeting.

The meeting will begin promptly at 11:00 a.m., Eastern Time, on March 7, 2023. The Special Meeting will be held at the offices of FCRD, located at 500 Boylston Street, Suite 1200, Boston, MA 02116.

Whether or not you plan to participate in the Special Meeting, FCRD encourages you to vote your shares by following the instructions provided on the enclosed proxy card and voting by Internet or telephone or by signing, dating and returning the proxy card in the postage-paid envelope provided.

Your vote is extremely important to FCRD. In the event there are insufficient votes for a quorum or to approve the Merger Proposal at the time of the Special Meeting, the Special Meeting may be adjourned in order to permit further solicitation of proxies by FCRD.

The Mergers and the Merger Agreement are each described in more detail in this proxy statement/prospectus, which you should read carefully and in its entirety before authorizing a proxy to vote. A copy of the Merger Agreement is attached as Annex A to this proxy statement/prospectus.

Boston, Massachusetts

January 20, 2023

To ensure proper representation at the Special Meeting, please follow the instructions on the enclosed proxy card to authorize a proxy to vote your shares via the Internet or telephone, or by signing, dating and returning the proxy card. Even if you vote your shares prior to the Special Meeting, you still may participate in the Special Meeting.

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ABOUT THIS DOCUMENT

This document, which forms part of a registration statement on Form N-14 filed with the U.S. Securities and Exchange Commission (the “SEC”) by Crescent Capital BDC, Inc., a Maryland corporation (“CCAP”) (File No. 333-268153), constitutes a prospectus of CCAP, under Section 5 of the Securities Act of 1933, as amended (the “Securities Act”), with respect to the shares of CCAP common stock, $0.001 par value per share (“CCAP Common Stock”), to be issued to the holders (“FCRD Stockholders”) of shares of common stock, par value $0.001 per share (“FCRD Common Stock”), of First Eagle Alternative Capital BDC, Inc., a Delaware corporation (“FCRD”), pursuant to the Agreement and Plan of Merger, dated as of October 3, 2022 (as may be amended from time to time, the “Merger Agreement”), by and among CCAP, FCRD, Echelon Acquisition Sub, Inc., a Delaware corporation and a direct wholly-owned subsidiary of CCAP (“Acquisition Sub”), Echelon Acquisition Sub LLC, a Delaware limited liability company and a direct wholly-owned subsidiary of CCAP (“Acquisition Sub 2”), and Crescent Cap Advisors, LLC, a Delaware limited liability company and the external investment adviser to CCAP (“CCAP Advisor”). Pursuant to the Merger Agreement, Acquisition Sub will merge with and into FCRD (the “First Merger”), with FCRD continuing as the surviving corporation and as a wholly-owned subsidiary of CCAP. Subsequently, FCRD, as the surviving corporation, will merge with and into Acquisition Sub 2 (the “Second Merger” and, together with the First Merger, the “Mergers”), with Acquisition Sub 2 continuing as the surviving company and as a wholly-owned subsidiary of CCAP.

This document also constitutes a proxy statement of FCRD under Section 14(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). It also constitutes a notice of meeting with respect to the Special Meeting of Stockholders of FCRD (the “Special Meeting”), at which FCRD Stockholders will be asked to vote upon the Merger Proposal (as defined below) and, if necessary or appropriate, the Adjournment Proposal (as defined below).

You should rely only on the information contained in this proxy statement/prospectus in determining whether to make an Election. No one has been authorized to provide you with information that is different from that contained in this proxy statement/prospectus. This proxy statement/prospectus is dated January 20, 2023. You should not assume that the information contained in this proxy statement/prospectus is accurate as of any date other than that date. Neither any mailing of this proxy statement/prospectus to FCRD Stockholders nor the issuance of CCAP Common Stock in connection with the Mergers will create any implication to the contrary.

This proxy statement/prospectus does not constitute an offer to sell, or a solicitation of an offer to buy, any securities, or the solicitation of a proxy, in any jurisdiction to or from any person to whom it is unlawful to make any such offer or solicitation in such jurisdiction.

Except where the context otherwise indicates, information contained in this proxy statement/prospectus regarding CCAP has been provided by CCAP and information contained in this proxy statement/prospectus regarding FCRD has been provided by FCRD.

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QUESTIONS AND ANSWERS ABOUT THE SPECIAL MEETING AND THE MERGERS

The questions and answers below highlight only selected information from this proxy statement/prospectus. They do not contain all of the information that may be important to you. You should carefully read this entire document to fully understand the Merger Agreement and the transactions contemplated thereby (including the Mergers) and the voting procedures for the Special Meeting.

Questions and Answers about the Special Meeting

Why am I receiving these materials?

This proxy statement/prospectus and the accompanying materials are being sent to stockholders of record of FCRD as of the record date for the Special Meeting on or about January 19, 2023, and are available at www.proxyvote.com.

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If you are a record holder of FCRD Common Stock, you may authorize a proxy to vote on your behalf by mail or electronically, as described on the enclosed proxy card. Authorizing your proxy will not limit your right to vote in person at the Special Meeting. A properly completed and submitted proxy will be voted in accordance with your instructions, unless you subsequently revoke your instructions. If you authorize a proxy without indicating your voting instructions, the proxyholder will vote your shares according to the recommendations of the FCRD Board. Stockholders of record may also vote either via the Internet or by telephone. Specific instructions to be followed by stockholders of record interested in voting via the Internet or telephone are shown on the enclosed proxy card.

If you hold shares of FCRD Common Stock in “street name” through a bank, broker, trustee, or other nominee, your bank, broker, trustee, or other nominee will send you separate instructions describing the procedure for voting your shares. If your shares of FCRD Common Stock are held in “street name,” you must obtain a legal proxy, executed in your favor, from the record holder of your shares, such as a bank, broker, trustee, or other nominee, to vote your shares in person at the Special Meeting. If a beneficial shareholder would like to attend the special meeting and cast a vote in person, they may do so by requesting a legal proxy from their bank or broker. Instructions for obtaining a legal proxy are also available at www.proxyvote.com.

Important notice regarding the availability of proxy materials for the Special Meeting. FCRD’s proxy statement/prospectus and the proxy card are available at www.proxyvote.com.

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If you hold shares of FCRD Common Stock through a broker, bank, trustee or nominee, you must follow the instructions you receive from your nominee in order to revoke your voting instructions.

The affirmative vote of the holders of a majority of the shares of FCRD Common Stock present in person or represented by proxy and entitled to vote on the FCRD Adjournment Proposal at the Special Meeting, whether or not a quorum is present, is required to approve the FCRD Adjournment Proposal. Abstentions will have the same effect as a vote “against” approval of the FCRD Adjournment Proposal. The failure of beneficial owners owning shares through a broker, bank, trustee or other nominee to provide voting instructions with respect to such shares will have no effect on the outcome of the FCRD Adjournment Proposal.

If the Mergers do not close because FCRD Stockholders do not approve the Merger Proposal or any of the other conditions to the closing of the Mergers are not satisfied or, if legally permissible, waived, CCAP and FCRD will continue to operate independently under the management of their respective investment advisers, and CCAP’s and FCRD’s respective directors and officers will continue to serve in such roles until their

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respective successors are duly elected and qualify, or their earlier death, resignation or removal. In addition, neither CCAP nor FCRD will benefit from the expenses incurred in their pursuit of the Mergers and, under certain circumstances, FCRD will be required to reimburse CCAP for its expenses incurred in connection with the Mergers, subject to a maximum reimbursement payment of $1,500,000.

The registration statement (of which this proxy statement/prospectus forms a part), Notice of Special Meeting of Stockholders and the proxy card are available at www.proxyvote.com.

Pursuant to the rules adopted by the SEC, FCRD furnishes proxy materials by email to those stockholders who have elected to receive their proxy materials electronically. While FCRD encourages stockholders to take advantage of electronic delivery of proxy materials, which helps to reduce the environmental impact of stockholder meetings and the cost associated with the physical printing and mailing of materials, stockholders who have elected to receive proxy materials electronically by email, as well as beneficial owners of shares of FCRD Common Stock held by a broker or custodian, may request a printed set of proxy materials.

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Questions and Answers about the Mergers

Each person who as of the Effective Time is a record holder of shares of FCRD Common Stock shall be entitled, with respect to all or any portion of such shares, to make an election (an “Election”) to receive each such share’s portion of the CCAP Aggregate Merger Consideration (the “CCAP Merger Consideration”) in cash, subject to the conditions and limitations set forth in the Merger Agreement, including proration and reallocation such that CCAP will issue, in the aggregate, a number of shares of CCAP Common Stock not exceeding the Share Issuance Cap and pay, in the aggregate, an amount of cash not exceeding the Parent Cash Consideration. An “Electing Share” means a share of FCRD Common Stock with respect to which an Election has been effectively made, subject to the conditions and limitations set forth in the Merger Agreement, and not properly revoked or lost. If any record holder of shares of FCRD Common Stock, at the Election Deadline (as defined below), with respect to its shares of FCRD Common Stock, does not properly make an Election or such Election is properly revoked, such share of FCRD Common Stock shall be deemed to have elected to receive payment of the CCAP Merger Consideration for such share of FCRD Common Stock in the form of CCAP Common Stock (any such share, a “Non-Electing Share”). FCRD and CCAP will issue a joint press release at least 10 business days prior to the anticipated Closing Date announcing the anticipated Election Deadline. In addition, if the Aggregate Share Consideration Value (as defined below) is equal to or greater than the Closing FCRD Net Asset Value (as defined below), then each share of FCRD Common Stock shall be deemed to be a Non-Electing Share. For the purpose of making Elections, a record holder of FCRD Common Stock that is a registered clearing agency and whose legal title on behalf of multiple ultimate beneficial owners shall be entitled to submit elections as if each ultimate beneficial owner were a record holder of FCRD Common Stock.

Although the CCAP Aggregate Merger Consideration, which consists of the Aggregate Share Consideration and the Parent Cash Consideration, paid to FCRD Stockholders will equal, in the aggregate, the Closing FCRD Net Asset Value, the CCAP Merger Consideration to be received by an individual FCRD Stockholder for each share of FCRD Common Stock owned by such FCRD Stockholder may represent an implied market value per share less than the Closing FCRD Net Asset Value per share, depending on the Elections made by such FCRD Stockholder and Elections made by other FCRD Stockholders. However, as

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a result of certain limitations and adjustments pursuant to the terms of the Merger Agreement, including the adjustment mechanisms with respect to Electing Shares and Non-Electing Shares described in “Description of the Merger Agreement—Merger Consideration” and “Description of the Merger Agreement—Allocation of Merger Consideration and Illustrative Elections and Calculations,” each holder of shares of FCRD Common Stock that are issued and outstanding immediately prior to the Effective Time will receive the CCAP Merger Consideration approximately equal to the implied market value of the CCAP Merger Consideration received by other FCRD Stockholders at the Effective Time calculated on the basis of the market value of shares of CCAP Common Stock as of the Determination Date. See “Risk Factors—Risks Relating to the Mergers—The CCAP Merger Consideration received by an individual FCRD Stockholder may represent an implied market value per share less than the Closing FCRD Net Asset Value per share, and, depending on the Elections made by an FCRD Stockholder and Elections made by other FCRD Stockholders, the CCAP Merger Consideration received may represent a value per share higher or less than the consideration received by other FCRD Stockholders calculated on the basis of the Closing CCAP Net Asset Value.”

FCRD will use its best efforts to make the Form of Election and this proxy statement/prospectus available to all persons who become record holders of FCRD Common Stock during the period between the FCRD Record Date and the Special Meeting. Any such FCRD Stockholder’s Election will be properly made only if the exchange agent (the “Exchange Agent”) has received at its designated office, by 5:00 p.m., New York City time, no later than the business day that is five business days preceding the closing date of the Mergers (the closing date of the Mergers is herein referred to as the “Closing Date”) (such deadline, the “Election Deadline”), a properly completed and signed Form of Election. FCRD and CCAP will issue a joint press release at least 10 business days prior to the anticipated Closing Date announcing the anticipated Election Deadline. If you hold your shares of FCRD Common Stock through a broker, bank, trustee or other nominee, the deadline to properly make an Election with respect to such shares of FCRD Common Stock will be set by such broker, bank, trustee or other nominee and may be prior to the Election Deadline. Please contact your broker, bank, trustee or other nominee for more information.

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The Exchange Agent will have discretion to determine whether or not an election to receive the CCAP Merger Consideration in cash has been properly made or revoked with respect to shares of FCRD Common Stock and when elections and revocations were received by it. If the Exchange Agent determines that any election to receive cash was not properly made with respect to a share of FCRD Common Stock, such share will be treated by the Exchange Agent as a Non-Electing Share. The Exchange Agent will also make all computations as to the allocation and the proration contemplated by the provisions of the Merger Agreement and any such computation will be conclusive and binding on the FCRD Stockholders. The Exchange Agent may, with the mutual agreement of CCAP and FCRD, make such rules as are consistent with the provisions of the Merger Agreement for the implementation of the Elections provided for therein as will be necessary or desirable fully to effect such Elections.

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Following the Mergers, CCAP intends to continue to make distributions on a quarterly basis to CCAP Stockholders out of assets legally available for distribution. All distributions will be paid at the discretion of the CCAP Board and will depend on CCAP’s earnings, financial condition, maintenance of its status as a “regulated investment company” (“RIC”) under Subchapter M of the Internal Revenue Code of 1986, as amended (the “Code”), compliance with applicable business development company (“BDC”) regulations and such other factors as the CCAP Board may deem relevant from time to time. CCAP cannot guarantee that it will pay distributions to stockholders in the future. For a history of the dividends and distributions paid by CCAP since January 1, 2020, see “Market Price Information—CCAP.” For a history of the dividends and distributions paid by FCRD since January 1, 2020, see “Market Price Information—FCRD.”

CCAP has adopted a dividend reinvestment plan that provides for reinvestment of CCAP’s distributions on behalf of CCAP’s stockholders, unless a stockholder elects to receive cash as provided below. As a result, if the CCAP Board authorizes, and CCAP declares, a cash distribution, then CCAP Stockholders (including holders of CCAP Common Stock as a result of the Mergers) who have not “opted out” of the CCAP Plan will have their cash distributions automatically reinvested in additional shares of CCAP Common Stock, rather than receiving the cash. If a FCRD Stockholder currently receives dividend payments in cash, and receives CCAP Common Stock as a result of the Mergers, such stockholder will be required to “opt out” of CCAP’s dividend reinvestment plan following the Mergers to continue to receive dividend payments in cash. See “CCAP Dividend Reinvestment Plan” for additional information regarding the CCAP Plan and for instructions as to how to “opt out” of the CCAP Plan.

CCAP’s investment objective is to maximize the total return to CCAP’s stockholders in the form of current income and capital appreciation through debt and related equity investments. CCAP invests primarily in secured debt (including first lien, unitranche first lien, and second-lien debt) and unsecured debt (including mezzanine and subordinated debt), as well as related equity securities of private U.S. middle-market

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companies. CCAP may purchase interests in loans or make debt investments, either (i) directly from CCAP’s target companies as primary market or private credit investments (i.e., private credit transactions), or (ii) primary or secondary market bank loan or high yield transactions in the broadly syndicated “over-the-counter” market (i.e., broadly syndicated loans and bonds). Although CCAP’s focus is to invest in less liquid private credit transactions, CCAP may from time to time invest in more liquid broadly syndicated loans to complement CCAP’s private credit transactions.

FCRD’s investment objective is to generate both current income and capital appreciation, primarily through investments in privately negotiated debt and equity securities of middle market companies. FCRD is a direct lender to middle market companies that invests primarily in directly originated first lien senior secured loans, including unitranche investments. In certain instances, FCRD also makes second lien secured loans and subordinated, or mezzanine, debt investments, which may include an associated equity component such as warrants, preferred stock or similar securities, and direct equity investments. FCRD’s first lien senior secured loans may be structured as traditional first lien senior secured loans or as unitranche loans. FCRD also provides advisory services to managed funds.

While the investment objectives and policies of CCAP and FCRD are similar, CCAP generally defines “middle-market companies” to cover larger companies (companies that have an annual EBITDA of $10 million to $250 million) than FCRD (companies that have an annual EBITDA of $5 million to $25 million). Thus, while both CCAP and FCRD face the same risks relating to investments in middle-market companies, these risks may be magnified for FCRD given the smaller average size of its portfolio companies.

Neither CCAP nor FCRD will be required to reposition its portfolio prior to the Mergers. Over time, CCAP expects to rotate certain of the investments acquired in the Mergers in the ordinary course of the Company’s investing activities.

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With respect to the CCAP Advisor Cash Consideration, there is limited authority addressing the tax consequences of the receipt of merger consideration from a party other than the acquiror and, as a result, the tax consequences of the receipt of the CCAP Advisor Cash Consideration are not entirely clear. CCAP, CCAP Advisor and the Exchange Agent intend to take the position that a U.S. stockholder’s share of the CCAP Advisor Cash Consideration received by such holder is treated as additional merger consideration. It is possible, however, that the Internal Revenue Service (the “IRS”) would assert a contrary position that the U.S. stockholder’s share of the CCAP Advisor Cash Consideration should be treated as taxable ordinary income and not as cash received in exchange for such holder’s FCRD Common Stock. In addition, given the uncertain tax treatment of the CCAP Advisor Cash Consideration, CCAP Advisor or the Exchange Agent, or any other applicable withholding agent, may withhold tax at a rate of 30% from the portion of the CCAP Advisor Cash Consideration paid to a non-U.S. stockholder (as defined in the section entitled “Certain Material U.S. Federal Income Tax Consequences of the Mergers”), unless the non-U.S. stockholder establishes its eligibility for a reduced treaty rate or an exemption.

In addition, the Mergers will not qualify as a reorganization if the fair market value of the CCAP Common Stock received by FCRD Stockholders in the Mergers does not equal or exceed 40% of the aggregate consideration. As noted below under “Description of the Merger Agreement—Merger Consideration,” subject to the terms and conditions of the Merger Agreement, upon completion of the Mergers, each FCRD Stockholder will receive, in exchange for each share of FCRD Common Stock (excluding Cancelled Shares), its portion of the Aggregate Merger Consideration consisting of (a) the Aggregate Share

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Consideration, up to the Share Issuance Cap, (b) the Parent Cash Consideration and (c) the CCAP Advisor Cash Consideration. The amount of CCAP Common Stock and cash to be transferred in the Mergers is subject to adjustments.

If the Mergers do not qualify as a reorganization, U.S. stockholders will be treated as having sold their FCRD Common Stock in a taxable sale and will generally recognize gain or loss equal to the difference between the fair market value of the CCAP Common Stock and cash received (including such holder’s share of the Parent Cash Consideration and possibly, as discussed above, the CCAP Advisor Cash Consideration) and the basis in his or her FCRD Common Stock. This gain or loss will generally be capital gain or loss, and will be long-term capital gain or loss if, as of the effective date of the Mergers, the holding period for such shares of FCRD Common Stock is greater than one year. The deductibility of capital losses is subject to limitations. The aggregate tax basis of an FCRD Stockholder in the CCAP Common Stock received in the Mergers will equal its fair market value at the Effective Time, and the holding period for the CCAP Common Stock will begin the day after the Effective Time. For more information, see “Certain Material U.S. Federal Income Tax Consequences of the Mergers.” FCRD Stockholders are urged to consult with their own tax advisors to determine the tax consequences of the Mergers to them.

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RISK FACTORS

In addition to the other information included in this proxy statement/prospectus, FCRD Stockholders should carefully consider the risks described below in determining whether to approve the Merger Proposal. The information in “Item 1A. Risk Factors” in Part I of CCAP’s Annual Report on Form 10-K for the fiscal year ended December  31, 2021, filed with the SEC on February 23, 2022, and in Part II, Item 1A of CCAP’s Quarterly Report on Form 10-Q for the period ended September 30, 2022, filed with the SEC on November  9, 2022, is incorporated herein by reference for general risks related to CCAP. The information in “Item 1A. Risk Factors” in Part I of FCRD’s Annual Report on Form 10-K for the fiscal year ended December 31, 2021, filed with the SEC on March  4, 2022, and in Part II, Item 1A of FCRD’s Quarterly Report on Form 10-Q for the period ended September 30, 2022, filed with the SEC on November 8, 2022, is incorporated herein by reference for general risks related to FCRD. The occurrence of any of these risks could materially and adversely affect the business, prospects, financial condition, results of operations and cash flow of CCAP and FCRD and, following the Mergers, the combined company and might cause you to lose all or part of your investment. The risks, as set out below and incorporated by reference herein, are not the only risks CCAP and FCRD and, following the Mergers, the combined company face, and there may be additional risks that CCAP and FCRD do not presently know of or that they currently consider not likely to have a significant impact. New risks may emerge at any time and CCAP and FCRD cannot predict such risks or estimate the extent to which they may affect the business or financial performance of CCAP and FCRD and, following the Mergers, the combined company. See also “Incorporation by Reference for CCAP,” “Incorporation by Reference for FCRD” and “Where You Can Find More Information” in this proxy statement/prospectus.

Risks Relating to the Mergers

Because the market price of CCAP Common Stock and the NAV per share of CCAP and FCRD will fluctuate, FCRD Stockholders cannot be sure of the market value or exact composition of the Merger Consideration they will receive until the Closing Date.

The market value of the Aggregate Merger Consideration may vary from the closing price of CCAP Common Stock on the date the Mergers were announced, on the date that this proxy statement/prospectus was made available to stockholders or the date of the Special Meeting and on the date the Mergers are completed. Any change in the market price of CCAP Common Stock prior to completion of the Mergers will affect the market value of the Aggregate Merger Consideration that FCRD Stockholders will receive upon completion of the Mergers. Additionally, the Merger Consideration will fluctuate as the market price of CCAP Common Stock and the NAV of CCAP and FCRD change prior to the Closing Date.

In addition, because the Election Deadline is 5:00 p.m., New York City time on the fifth business day preceding the Closing Date, FCRD Stockholders must decide whether to approve the Merger Proposal and make their Elections without knowing the actual market value of the shares of CCAP Common Stock they may receive when the Mergers are completed. This value will not be known at the time of the Special Meeting and may be more or less than the current market price of shares of CCAP Common Stock or the price of CCAP Common Stock at the time of Special Meeting or at the time an Election is made. FCRD and CCAP will issue a joint press release at least 10 business days prior to the anticipated Closing Date announcing the anticipated Election Deadline.

FCRD is not permitted to terminate the Merger Agreement or resolicit the vote of its stockholders solely because of changes in the market price of shares of CCAP Common Stock. There will be no adjustment to the Merger Consideration for changes in the market price of shares of CCAP Common Stock. In addition, the U.S. federal income tax treatment of the Mergers will not be known as of the date of the Special Meeting, and the position that the Mergers qualify as a “reorganization” might be challenged by the IRS.

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Changes in the market price of CCAP Common Stock may result from a variety of factors, including, among other things:

See “Special Note Regarding Forward-Looking Statements” for other factors that could cause the market price of CCAP Common Stock to change. These factors are generally beyond the control of CCAP.

The range of high and low closing sales prices of CCAP Common Stock as reported on Nasdaq for the three months ended September 30, 2022 was a low of $15.02 to a high of $18.10. However, historical trading prices are not necessarily indicative of future performance. FCRD Stockholders should obtain current market quotations for shares of CCAP Common Stock prior to voting their shares of FCRD Common Stock at the Special Meeting.

Furthermore, upon completion of the Mergers, FCRD Stockholders will be entitled to receive for each share of FCRD Common Stock that they own, at the election of each stockholder, subject to certain limitations and adjustment pursuant to the terms of the Merger Agreement, the CCAP Merger Consideration in the form of a combination of CCAP Common Stock and cash, only cash or only CCAP Common Stock. The aggregate proportion of CCAP Common Stock payable as Merger Consideration is fixed and will not be adjusted for changes in the stock prices of either company before the Mergers are completed. Even if an FCRD Stockholder elects to receive all cash in the Mergers, the amount of cash to which such stockholder is entitled will depend on the NAV per share of CCAP Common Stock and the terms of the Merger Agreement described under “Description of the Merger Agreement—Merger Consideration” and “Description of the Merger Agreement—Allocation of Merger Consideration and Illustrative Elections and Calculations.” As a result, any changes in the market price of CCAP Common Stock will have a corresponding effect on the market value of the Merger Consideration. Neither party, however, has a right to terminate the Merger Agreement based solely (and in and of itself) upon changes in the market price of CCAP Common Stock or FCRD Common Stock.

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The CCAP Merger Consideration received by an individual FCRD Stockholder may represent an implied market value per share less than the Closing FCRD Net Asset Value per share, and, depending on the Elections made by an FCRD Stockholder and Elections made by other FCRD Stockholders, the CCAP Merger Consideration received may represent a value per share higher or less than the consideration received by other FCRD Stockholders calculated on the basis of the Closing CCAP Net Asset Value.

Under the Merger Agreement, at the Effective Time, FCRD Stockholders, in the aggregate, shall be entitled to receive with respect of all of the issued and outstanding shares of FCRD Common Stock as of the Determination Date (excluding Cancelled Shares), the Aggregate Merger Consideration, which consists of (a) the Aggregate Share Consideration, (b) the Parent Cash Consideration and (c) the CCAP Advisor Cash Consideration in an aggregate amount of $35 million.

Although the CCAP Aggregate Merger Consideration, which consists of the Aggregate Share Consideration and the Parent Cash Consideration, paid to FCRD Stockholders will equal, in the aggregate, the Closing FCRD Net Asset Value, the CCAP Merger Consideration to be received by an individual FCRD Stockholder for each share of FCRD Common Stock owned by such FCRD Stockholder may represent an implied market value per share less than the Closing FCRD Net Asset Value per share, depending on the Elections made by such FCRD Stockholder and Elections made by other FCRD Stockholders. However, as a result of certain limitations and adjustments pursuant to the terms of the Merger Agreement, including the adjustment mechanisms with respect to Electing Shares and Non-Electing Shares described in “Description of the Merger Agreement—Merger Consideration” and “Description of the Merger Agreement—Allocation of Merger Consideration and Illustrative Elections and Calculations,” each holder of shares of FCRD Common Stock that are issued and outstanding immediately prior to the Effective Time will receive the CCAP Merger Consideration approximately equal to the implied market value of the CCAP Merger Consideration received by other FCRD Stockholders at the Effective Time calculated on the basis of the market value of shares of CCAP Common Stock as of the Determination Date.

Because the composition of cash or shares of CCAP Common Stock will vary among individual FCRD Stockholders based on each FCRD Stockholder’s Election and the Elections of other FCRD Stockholders, tax consequences will differ between FCRD Stockholders with respect to the CCAP Merger Consideration each receives. For a summary of the different U.S. federal income tax consequences, see the section of this proxy statement/prospectus entitled “Certain Material U.S. Federal Income Tax Consequences of the Mergers.”

Sales of shares of CCAP Common Stock after the completion of the Mergers may cause the market price of CCAP Common Stock to decline.

Based on the number of outstanding shares of CCAP Common Stock as of October 3, 2022 and the NAVs of each of CCAP and FCRD as of September 30, 2022, CCAP would issue approximately 6.2 million shares of CCAP Common Stock pursuant to the Merger Agreement to FCRD Stockholders. Many FCRD Stockholders may decide not to hold the shares of CCAP Common Stock they will receive pursuant to the Merger Agreement. In addition, CCAP Stockholders may decide not to hold their shares of CCAP Common Stock after completion of the Mergers. In each case, such sales of CCAP Common Stock could have the effect of depressing the market price for CCAP Common Stock and may take place promptly following the completion of the Mergers.

CCAP and FCRD may fail to consummate the Mergers. If the Mergers do not close, CCAP and FCRD will not benefit from the expenses incurred in their pursuit.

While there can be no assurances as to the exact timing, or that the Mergers will be completed at all, CCAP and FCRD are working to complete the Mergers in the first quarter of 2023. The consummation of the Mergers is subject to certain conditions, including, among others, the FCRD Stockholder Approval, required regulatory approvals and other customary closing conditions. CCAP and FCRD intend to consummate the Mergers as soon as possible; however, there can be no assurance that the conditions required to consummate the Mergers will be

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satisfied or waived on the anticipated schedule, or at all. If the Mergers are not completed, CCAP and FCRD will have incurred substantial expenses for which no ultimate benefit will have been received. In addition, under certain circumstances, FCRD will be required to pay CCAP’s expenses incurred in connection with the Mergers, subject to a maximum reimbursement of $1.5 million.

Consummation of the Mergers will cause immediate dilution to CCAP Stockholders’ and FCRD Stockholders’ voting interests and may cause immediate dilution to the NAV per share of the combined company’s common stock.

FCRD Stockholders will experience a substantial reduction in their respective percentage ownership interests and effective voting power in respect of the combined company relative to their respective percentage ownership interests in FCRD prior to the Mergers. Consequently, FCRD Stockholders should expect to exercise less influence over the management and policies of the combined company following the Mergers than they currently exercise over the management and policies of FCRD. CCAP Stockholders will experience a substantial reduction in their respective percentage ownership interests and effective voting power in respect of the combined company relative to their respective ownership interests in CCAP prior to the Mergers. Consequently, CCAP Stockholders should expect to exercise less influence over the management and policies of the combined company following the Mergers than they currently exercise over the management and policies of CCAP.

If the Mergers are consummated, based on the number of shares of CCAP Common Stock issued and outstanding as of October 3, 2022 and the NAV per share of each of FCRD Common Stock and CCAP Common Stock as of September 30, 2022, it is expected that current CCAP Stockholders will own approximately 83% of the outstanding CCAP Common Stock and former FCRD Stockholders will own approximately 17% of the outstanding CCAP Common Stock immediately following consummation of the Mergers. In addition subject to certain restrictions in the Merger Agreement, CCAP may issue additional shares of CCAP Common Stock (including, subject to certain restrictions under the Investment Company Act, at prices below CCAP Common Stock’s then current NAV per share), all of which would further reduce the percentage ownership of the combined company held by former FCRD Stockholders and current CCAP Stockholders. In addition, the issuance or sale by CCAP of shares of CCAP Common Stock at a discount to NAV poses a risk of economic dilution to stockholders.

FCRD Stockholders may receive a form or combination of consideration different from what they elect.

While each holder of FCRD Common Stock entitled to the Merger Consideration may elect to receive, in connection with the Mergers, the CCAP Merger Consideration in cash, the maximum aggregate number of shares of CCAP Common Stock available for all FCRD Stockholders will be fixed to equal the Aggregate Share Consideration and, accordingly, the aggregate amount of cash available to FCRD Stockholders will be fixed. As a result, depending on the Elections made by other FCRD Stockholders, if a holder of FCRD Common Stock elects to receive cash in connection with the Mergers, such holder will likely receive a portion of its CCAP Merger Consideration in CCAP Common Stock, and if a holder of FCRD Common Stock elects to receive CCAP Common Stock in connection with the Mergers, such holder will likely receive a portion of the CCAP Merger Consideration in cash. See “Description of the Merger Agreement—Allocation of Merger Consideration and Illustrative Elections and Calculations” for more information. If a holder of FCRD Common Stock does not submit a properly completed and signed Form of Election to the Exchange Agent by the Election Deadline (or otherwise does not properly and timely direct such holder’s intermediary by following the election instructions received from the relevant broker, bank, trustee or other nominee with respect to the Election), then such stockholder will receive its CCAP Merger Consideration in shares of CCAP Common Stock (unless such consideration is adjusted pursuant to the terms of the Merger Agreement based on too many stockholders electing to receive the CCAP Merger Consideration in shares of CCAP Common Stock). No fractional shares of CCAP Common Stock will be issued in the Mergers, and FCRD Stockholders will receive cash in lieu of any fractional shares of CCAP Common Stock.

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The combined company may be unable to realize the benefits anticipated by the Mergers, including estimated cost savings and synergies, or it may take longer than anticipated to achieve such benefits.

The realization of certain benefits anticipated as a result of the Mergers will depend in part on the integration of FCRD’s investment portfolio with CCAP’s investment portfolio and the integration of FCRD’s business with CCAP’s business. There can be no assurance that FCRD’s and CCAP’s businesses can be operated profitably or integrated successfully into CCAP’s operations in a timely fashion, or at all. The dedication of management resources to such integration may detract attention from the day-to-day business of CCAP and FCRD, and following the Mergers, of CCAP, and there can be no assurance that there will not be substantial costs associated with the transition process or there will not be other material adverse effects as a result of these integration efforts. Such effects, including incurring unexpected costs or delays in connection with such integration and failure of FCRD’s investment portfolio to perform as expected, could have a material adverse effect on financial results of the combined company.

CCAP also expects to achieve certain cost savings and synergies from the Mergers when the two companies have fully integrated their portfolios. It is possible that CCAP’s estimates of the potential cost savings and synergies could turn out to be incorrect. If the estimates turn out to be incorrect or the combined company cannot integrate their investment portfolios and businesses, the anticipated cost savings and synergies may not be fully realized, or realized at all, or may take longer to realize than expected.

The Mergers may trigger certain “change of control” provisions and other restrictions in certain of CCAP’s and FCRD’s contracts and the failure to obtain any required consents or waivers could adversely impact the combined company.

Certain agreements of FCRD and CCAP or their controlled affiliates will or may require the consent of one or more counterparties in connection with the Mergers. The failure to obtain any such consent may permit such counter-parties to terminate, or otherwise increase their rights or CCAP’s or FCRD’s obligations under, any such agreement because the Mergers may violate an anti-assignment, change of control or similar provision. If this happens, CCAP or FCRD may have to seek to replace that agreement with a new agreement or seek a waiver or amendment to such agreement. CCAP and FCRD cannot assure you that CCAP or FCRD will be able to replace, amend or obtain a waiver under any such agreement on comparable terms or at all.

If any such agreement is material, the failure to obtain consents, amendments or waivers under, or to replace on similar terms or at all, any of these agreements could adversely affect the financial performance or results of operations of the combined company following the Mergers, including preventing CCAP from operating a material part of FCRD’s business.

In addition, the consummation of the Mergers may violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event that, with or without notice or lapse of time or both, would constitute a default) under, or result in the termination, cancellation, acceleration or other change of any right or obligation (including any payment obligation) under CCAP’s or FCRD’s agreements. Any such violation, conflict, breach, loss, default or other effect could, either individually or in the aggregate, have a material adverse effect on the financial condition, results of operations, assets or business of the combined company following completion of the Mergers.

The opinion delivered to the FCRD Board and the Special Committee by the FCRD Board’s financial advisor prior to signing the Merger Agreement will not reflect changes in circumstances since the date of such opinion.

The opinion of the FCRD Board’s financial advisor was delivered to the FCRD Board and the Special Committee on, and was dated, October 3, 2022. Changes in the operations and prospects of FCRD or CCAP, general market and economic conditions and other factors that may be beyond the control of FCRD or CCAP

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may significantly alter the value of FCRD or CCAP or the price of shares of CCAP Common Stock by the time the Mergers are completed. The opinion does not speak as of the time the Mergers will be completed or as of any date other than the date of such opinion. For a description of the opinion that the FCRD Board and the Special Committee received from the FCRD Board’s financial advisor, see “The Mergers—Opinion of the Financial Advisor to the FCRD Board.”

Litigation which may be filed against FCRD or CCAP in connection with the Mergers, regardless of its merits, could result in substantial costs and could delay or prevent the Mergers from being completed.

From time to time, FCRD and CCAP may be subject to legal actions in connection with the Mergers, including securities class action lawsuits and derivative lawsuits, as well as various regulatory, governmental and law enforcement inquiries, investigations and subpoenas. These or any similar securities class action lawsuits and derivative lawsuits in connection with the Mergers, regardless of their merits, may result in substantial costs and divert management time and resources. An adverse judgment in such cases could have a negative impact on FCRD’s or CCAP’s liquidity and financial condition or could prevent the Mergers from being completed.

Termination of the Merger Agreement could negatively impact FCRD and CCAP.

If the Merger Agreement is terminated, there may be various consequences, including:

Under certain circumstances, FCRD or CCAP may be obligated to pay a termination fee upon termination of the Merger Agreement.

No assurance can be given that the Mergers will be completed. The Merger Agreement provides for the payment by FCRD or CCAP of a termination fee under certain circumstances. Under circumstances specified in the Merger Agreement, FCRD may be required to pay CCAP a termination fee of approximately $5.556 million or CCAP may be required to pay FCRD a termination fee of approximately $7.143 million. See “Description of the Merger Agreement—Termination of the Merger Agreement” for a discussion of the circumstances that could result in the payment of a termination fee.

The Merger Agreement limits FCRD’s ability to pursue alternatives to the Mergers; however, in specified circumstances, FCRD may terminate the Merger Agreement to accept a superior proposal.

Under the Merger Agreement, FCRD has agreed not to (1) take certain actions to solicit proposals relating to alternative transactions or (2) subject to certain exceptions, including the receipt of a “Superior Proposal” (as such term is defined herein under the heading “Description of the Merger Agreement—Additional Covenants—No Solicitation”), enter into discussions or an agreement concerning, or provide confidential information in connection with, any proposals for alternative transactions. However, in specified circumstances, FCRD may terminate the Merger Agreement and enter into an agreement with a third party who makes a Superior Proposal, subject to certain procedural requirements and the payment to CCAP of a termination fee of approximately $5.556 million.

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These provisions, which are typical for transactions of this type, might discourage a potential competing acquiror that might have an interest in acquiring all or a significant part of FCRD from considering or proposing such an acquisition even if such potential competing acquiror were prepared to pay consideration with a higher per share market price than the price per share market price to be paid by CCAP pursuant to the Merger Agreement or might result in a potential competing acquiror proposing to pay a lower per share price to acquire FCRD than it might otherwise have proposed to pay.

The Mergers are subject to closing conditions, including the FCRD Stockholder Approval, that, if not satisfied or waived, will result in the Mergers not being completed, which may result in material adverse consequences to CCAP’s and FCRD’s business and operations.

The Mergers are subject to closing conditions, including the FCRD Stockholder Approval, which, if not satisfied, will prevent the Mergers from being completed. The closing condition that FCRD Stockholders approve the First Merger may not be waived under applicable law and must be satisfied for the Mergers to be completed. First Eagle Investment Management LLC (“FEIM”) has entered into a voting agreement with CCAP (the “Voting Agreement”) pursuant to which it has agreed to vote the shares of FCRD Common Stock held by FEIM in favor of the proposals presented at the Special Meeting required to complete the Mergers. If FCRD Stockholders do not approve the First Merger and the Mergers are not completed, the resulting failure of the Mergers could have a material adverse impact on FCRD’s and CCAP’s respective businesses and operations.

In addition to the FCRD Stockholder Approval, the Mergers are subject to a number of other conditions beyond FCRD’s and CCAP’s control that may prevent, delay or otherwise materially adversely affect its completion. Neither FCRD nor CCAP can predict with certainty whether and when these other conditions will be satisfied.

FCRD and CCAP may waive one or more conditions to the Mergers without resoliciting stockholder approval.

Certain conditions to FCRD’s and CCAP’s obligations to complete the Mergers may be waived, in whole or in part, to the extent legally allowed, either unilaterally or by agreement of FCRD and CCAP. In the event that any such waiver does not require resolicitation of stockholders, the parties to the Merger Agreement will have the discretion to complete the Mergers without seeking further stockholder approval. The conditions requiring the approval of FCRD’s Stockholders, however, cannot be waived.

Certain persons related to FCRD have interests in the Mergers that differ from the interests of FCRD Stockholders.

Certain FCRD directors and executive officers may have interests in the Mergers that are different from, or in addition to, the interests of FCRD Stockholders. In addition, FEIM entered into the Voting Agreement pursuant to which FEIM has agreed to vote its covered shares of FCRD Common Stock in favor of the Merger Proposal. Further, FEAC has engaged in discussions with Crescent regarding a transition services agreement pursuant to which FEAC would provide certain consulting services to CCAP Advisor relating to FCRD’s existing investment portfolio subsequent to the Closing. The members of the FCRD Board and the Special Committee were aware of and considered these interests, among other matters, in evaluating and negotiating the Merger Agreement and the Mergers and in recommending to FCRD’s Stockholders that the First Merger be approved. These interests are described in more detail in the section of this proxy statement/prospectus entitled “The Mergers—Interests of Certain Persons Related to FCRD in the Mergers.”

CCAP and FCRD will be subject to operational uncertainties and contractual restrictions while the Mergers are pending.

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those that deal with CCAP and FCRD to seek to change their existing business relationships with CCAP and FCRD. In addition, the Mergers agreement restricts CCAP and FCRD from taking actions that they might otherwise consider to be in their best interests. These restrictions may prevent CCAP and FCRD from pursuing certain business opportunities that may arise prior to the completion of the Mergers. Please see the sections entitled “Description of the Merger Agreement—Interim Operations of FCRD,” “Description of the Merger Agreement—Interim Operations of CCAP” and “Description of the Merger Agreement—Additional Covenants” for a description of the interim operating covenants to which CCAP and FCRD are subject.

The shares of CCAP Common Stock to be received by FCRD Stockholders as a result of the Mergers will have different rights associated with them than the shares of FCRD Common Stock currently held by them.

The rights associated with FCRD Common Stock are different from the rights associated with CCAP Common Stock. See “Comparison of Stockholder Rights.”

If the Mergers do not qualify as a reorganization under Section 368(a) of the Code, FCRD Stockholders may be required to pay substantial U.S. federal income taxes.

The U.S. federal income tax consequences of the Mergers depend on whether the Mergers qualify as a reorganization within the meaning of Section 368(a) of the Code. The Mergers will not qualify as a reorganization if the fair market value of CCAP Common Stock received by FCRD Stockholders in the Mergers does not equal or exceed 40% of the aggregate consideration. As noted below under “Description of the Merger Agreement—Merger Consideration,” the amount of CCAP Common Stock and cash to be transferred in the Mergers is subject to adjustments. Therefore, it will not be known at the time of the Special Meeting whether the Mergers will qualify as a reorganization.

The obligation of FCRD to complete the Mergers is conditioned on the receipt of an opinion from Simpson Thacher & Bartlett LLP, counsel to FCRD (or, if Simpson Thacher & Bartlett LLP is unable or unwilling to render such an opinion, the written opinion of Kirkland & Ellis LLP or another nationally recognized counsel as may be reasonably acceptable to FCRD), generally to the effect that for U.S. federal income tax purposes, the Mergers, taken together, will qualify as a “reorganization” within the meaning of Section 368(a) of the Code, with respect to FCRD and CCAP. The opinion will be based on then-existing law, will be subject to certain assumptions, qualifications and exclusions and will be based in part on the truth and accuracy of certain representations as to factual matters from FCRD and CCAP, as well as certain covenants by those parties. The opinion cannot be relied upon if any of the assumptions, representations or covenants are incorrect, incomplete or inaccurate or are violated in any material respect. In addition, the opinion is based on current law and cannot be relied upon if current law changes with retroactive effect. The opinion of counsel is not binding upon the IRS or the courts, and there is no assurance that the IRS or a court will not take a contrary position. FCRD and CCAP do not intend to request a ruling from the IRS regarding any aspects of the U.S. federal income tax consequences of the Mergers. If the IRS or a court determines that the Mergers should not be treated as described in the opinion, a U.S. stockholder (as defined herein under the heading “Certain Material U.S. Federal Income Tax Consequences of the Mergers”) would generally recognize gain or loss in full for U.S. federal income tax purposes upon the exchange of FCRD Common Stock for CCAP Common Stock and cash in the Mergers. For more information on material U.S. federal income tax consequences of the Mergers, see the section entitled “Certain Material U.S. Federal Income Tax Consequences of the Mergers” beginning on page 104.

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The market price of CCAP Common Stock after the Mergers may be affected by factors different from those affecting CCAP Common Stock currently.

The businesses of CCAP and FCRD differ in some respects and, accordingly, the results of operations of the combined company and the market price of CCAP Common Stock after the Mergers may be affected by factors different from those currently affecting the independent results of operations of each of CCAP and FCRD. These factors include:

Accordingly, the historical trading prices and financial results of CCAP may not be indicative of these matters for the combined company following the Mergers.

Additionally, Sun Life has committed to providing secondary market support by purchasing $20 million of CCAP Common Stock after the Mergers. If Sun Life fails to fulfill its commitment, the trading price may be lower than it otherwise would have been with Sun Life’s support.

The U.S. federal income tax treatment of the CCAP Advisor Cash Consideration is not entirely clear, and the position taken that the CCAP Advisor Cash Consideration is part of the total cash consideration received by FCRD Stockholders pursuant to the Mergers might be challenged by the IRS.

With respect to the CCAP Advisor Cash Consideration, there is limited authority addressing the tax consequences of the receipt of merger consideration from a party other than the acquiror and, as a result, the tax consequences of the receipt of the CCAP Advisor Cash Consideration are not entirely clear. CCAP, CCAP Advisor and the Exchange Agent intend to take the position that the portion of the CCAP Advisor Cash Consideration received by a U.S. stockholder (as defined in the section entitled “Certain Material U.S. Federal Income Tax Consequences of the Mergers”) is treated as additional merger consideration. It is possible, however, that the IRS would assert a contrary position that the U.S. stockholder’s share of the CCAP Advisor Cash Consideration should be treated as taxable ordinary income and not as cash received in exchange for such holder’s FCRD Common Stock. In addition, given the uncertain tax treatment of the CCAP Advisor Cash Consideration, CCAP Advisor or the Exchange Agent, or any other applicable withholding agent, may withhold tax at a rate of 30% from the portion of the CCAP Advisor Cash Consideration paid to a non-U.S. stockholder (as defined in the section entitled “Certain Material U.S. Federal Income Tax Consequences of the Mergers”), unless the non-U.S. stockholder establishes its eligibility for a reduced treaty rate or an exemption.

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SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

This proxy statement/prospectus contains “forward-looking” statements as that term is defined in Section 27A of the Securities Act, and Section 21E of the Exchange Act, as amended by the Private Securities Litigation Reform Act of 1995, including statements regarding the proposed transaction between CCAP and FCRD pursuant to the Merger Agreement. All statements, other than historical facts, including statements regarding the expected timing of the closing of the proposed transaction; the ability of the parties to complete the proposed transaction considering the various closing conditions; the expected benefits of the proposed transaction such as improved operations, enhanced revenues and cash flow, growth potential, market profile and financial strength; the competitive ability and position of the combined company following completion of the proposed transaction; and any assumptions underlying any of the foregoing, are forward-looking statements. Forward-looking statements concern future circumstances and results and other statements that are not historical facts and are sometimes identified by the words “may,” “will,” “should,” “potential,” “intend,” “expect,” “endeavor,” “seek,” “anticipate,” “estimate,” “overestimate,” “underestimate,” “believe,” “could,” “project,” “predict,” “continue,” “target” or other similar words or expressions. Forward-looking statements are based upon current plans, estimates and expectations that are subject to risks, uncertainties and assumptions. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those indicated or anticipated by such forward-looking statements. The inclusion of such statements should not be regarded as a representation that such plans, estimates or expectations will be achieved. Important factors that could cause actual results to differ materially from such plans, estimates or expectations include, among others, (1) that one or more closing conditions to the transaction, including certain regulatory approvals, may not be satisfied or waived, on a timely basis or otherwise, including that a governmental entity may prohibit, delay or refuse to grant approval for the consummation of the proposed transaction, may require conditions, limitations or restrictions in connection with such approvals or that the required approval by the stockholders of FCRD may not be obtained; (2) the risk that the Mergers or other transactions contemplated by the Merger Agreement may not be completed in the time frame expected by CCAP and FCRD or at all; (3) unexpected costs, charges or expenses resulting from the proposed transaction; (4) uncertainty of the expected financial performance of the combined company following completion of the proposed transaction; (5) uncertainty with respect to the trading levels of shares of the combined company’s common stock on NASDAQ; (6) failure to realize the anticipated benefits of the proposed transaction, including as a result of delay in completing the proposed transaction or integrating the businesses of CCAP and FCRD; (7) the ability of the combined company to implement its business strategy; (8) difficulties and delays in achieving synergies and cost savings of the combined company; (9) inability to retain and hire key personnel; (10) the occurrence of any event that could give rise to termination of the Merger Agreement; (11) the risk that stockholder litigation in connection with the proposed transaction may affect the timing or occurrence of the contemplated merger or result in significant costs of defense, indemnification and liability; (12) evolving legal, regulatory and tax regimes; (13) changes in laws or regulations or interpretations of current laws and regulations that would impact CCAP’s classification as a business development company; and (14) changes in general economic and/or industry specific conditions. Some of these factors are enumerated in the filings CCAP and FCRD have made with the SEC, including the factors set forth as “Risk Factors” in CCAP’s and FCRD’s annual reports on Form 10-K for the fiscal year ended December  31, 2021 filed with the SEC on February 23, 2022 and March 4, 2022, respectively, and subsequent quarterly reports on Form 10-Q, as such factors may be updated from time to time in their periodic filings with the SEC, and elsewhere contained or incorporated by reference in this proxy statement/prospectus.

The inclusion of forward-looking statements should not be regarded as a representation that any plans, estimates or expectations will be achieved. Any forward-looking statements speak only as of the date of this proxy statement/prospectus. Except as required by federal securities laws, neither CCAP nor FCRD undertakes any obligation to update or revise any forward-looking statements, whether as a result of new information or development, future events or otherwise. Although neither CCAP nor FCRD undertakes any obligation to update or revise any forward-looking statements, readers are advised to consult any additional disclosures that CCAP or FCRD may make directly to you or through reports that they have filed or in the future may file with the SEC,

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including annual reports on Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K. This proxy statement/prospectus and documents incorporated by reference into this proxy statement/prospectus contains or may contain statistics and other data that have been obtained from or compiled from information made available by third-party service providers. Neither CCAP nor FCRD has independently verified such statistics or data. Readers are cautioned not to place undue reliance on any of these forward-looking statements.

You should understand that, under Sections 27A(b)(2)(B) of the Securities Act, and Section 21E(b)(2)(B) of the Exchange Act, the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995 do not apply to statements made in connection with any offering of securities pursuant to this proxy statement/prospectus, any prospectus supplement or in periodic reports CCAP or FCRD file under the Exchange Act.

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THE SPECIAL MEETING

Date, Time and Place of the Special Meeting

The Special Meeting will be held in-person at 11:00 a.m., Eastern Time, on March 7, 2023 at the offices of FCRD, located at 500 Boylston Street, Suite 1200, Boston, MA 02116. This proxy statement/prospectus will be sent to FCRD Stockholders of record as of January 19, 2023 on or about January 23, 2023.

Purpose of the Special Meeting

At the Special Meeting, FCRD Stockholders will be asked to approve the Merger Proposal and, if necessary or appropriate, the FCRD Adjournment Proposal.

The FCRD Board, based on the unanimous recommendation of the Special Committee, approved the Merger Agreement and the transactions contemplated thereby, including the Mergers, and recommends that FCRD Stockholders vote “FOR” the Merger Proposal and, if necessary or appropriate, “FOR” the FCRD Adjournment Proposal.

Record Date

FCRD Stockholders may vote their shares at the Special Meeting, or any adjournments and postponements thereof, only if they were a stockholder of record at the close of business on January 19, 2023. There were 29,922,028 shares of FCRD Common Stock outstanding on the FCRD Record Date. Each share of FCRD Common Stock outstanding as of the FCRD Record Date is entitled to one vote.

Quorum

The presence at the Special Meeting, in-person or represented by proxy, of the holders of a majority of the outstanding shares of FCRD Common Stock outstanding on the FCRD Record Date will constitute a quorum. Notwithstanding the foregoing, if a majority of the outstanding shares of FCRD Common Stock entitled to vote at the Special Meeting are not present in person or represented by proxy, the holders of one-third of such shares shall constitute a quorum to the extent permitted by applicable law. Abstentions will be treated as shares present for quorum purposes. Shares held by a broker, bank, trustee or nominee for which the broker, bank, trustee or nominee has not received voting instructions from the record holder as to how to vote such shares and does not have discretionary authority to vote the shares on non-routine proposals will not be treated as shares present for quorum purposes.

Broker Non-Votes

Broker non-votes occur for shares held through a broker, bank, trustee or nominee on behalf of a beneficial holder on “non-routine” matters on which such broker, bank trustee or nominee lacks discretionary authority when the beneficial owner does not provide explicit voting instructions as to how to vote such beneficial holder’s shares to such broker, bank, trustee or nominee as to such matter, and such shares are nevertheless voted on one or more other matters brought before the meeting (including one or more “routine” matters for which a broker, bank, trustee or nominee exercises its discretionary authority) or otherwise present in person or proxy at the meeting. FCRD believes that both of the FCRB Proposals are non-routine and therefore does not expect any broker non-votes to occur at the Special Meeting. As a result, if an FCRD Stockholder holds shares in “street name” through a broker, bank, trustee or nominee, the broker, bank, trustee or nominee will not be permitted to

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exercise voting discretion with respect to the Merger Proposal or the FCRD Adjournment Proposal. The failure of beneficial owners owning shares through a broker, bank, trustee or other nominee to provide voting instructions with respect to such shares will have the same effect as votes “against” the Merger Proposal and will have no effect on the outcome of the FCRD Adjournment Proposal.

Vote Required

Each outstanding share of FCRD Common Stock held by a holder of record as of the FCRD Record Date has one vote on each matter to be considered at the Special Meeting.

The Merger Proposal

The affirmative vote of the holders of a majority of the outstanding shares of FCRD Common Stock entitled to vote at the Special Meeting is required to approve the Merger Proposal.

Abstentions will have the same effect as votes “against” the Merger Proposal. In addition, the failure to vote will have the same effect as votes “against” the Merger Proposal.

The FCRD Adjournment Proposal

The affirmative vote of the holders of a majority of the shares of FCRD Common Stock present in person or represented by proxy and entitled to vote on the FCRD Adjournment Proposal at the Special Meeting, whether or not a quorum is present, is required to approve the FCRD Adjournment Proposal.

Abstentions will have the same effect as a vote “against” approval of the FCRD Adjournment Proposal. The failure of beneficial owners owning shares through a broker, bank, trustee or other nominee to provide voting instructions with respect to such shares will have no effect on the outcome of the Adjournment Proposal.

Voting By Proxies

FCRD encourages FCRD Stockholders to vote by proxy, which means that FCRD Stockholders authorize someone else to vote their shares. Shares represented by proxies will be voted in accordance with FCRD Stockholders’ instructions. If an FCRD Stockholder properly executes and returns a proxy without specifying their voting instructions, such FCRD Stockholder’s shares will be voted in accordance with the FCRD Board’s recommendation, “FOR” each of the FCRD Proposals. If any other business is brought before the Special Meeting, FCRD Stockholders’ shares will be voted at the FCRD Board’s discretion unless FCRD Stockholders specifically state otherwise on their proxy.

An FCRD Stockholder may vote by proxy in accordance with the instructions provided below or by voting in-person during the Special Meeting. An FCRD Stockholder may also authorize a proxy by telephone or through the Internet using the toll-free telephone numbers or web address printed on the proxy card. Authorizing a proxy by telephone or through the Internet requires you to input the control number located on your proxy card. After inputting the control number, you will be prompted to direct your proxy to vote on each proposal. You will have an opportunity to review your directions and make any necessary changes before submitting your directions and terminating the telephone call or Internet link.

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If you are the beneficial owner of your shares, you will need to follow the instructions provided by your broker, bank, trustee or nominee regarding how to instruct your broker, bank, trustee or nominee to vote or submit a proxy to vote your shares at the Special Meeting or to provide a proxy authorizing you to vote your shares at the Special Meeting.

Important notice regarding the availability of proxy materials for the Special Meeting. FCRD’s proxy statement/prospectus and the proxy card are available at www.proxyvote.com.

Revocability of Proxies

Any proxy authorized pursuant to this solicitation may be revoked by notice from the person giving the proxy at any time before it is exercised. If you are a stockholder of record, you can change your vote or revoke your proxy by:

If you hold shares of FCRD Common Stock through a broker, bank, trustee or nominee, you must follow the instructions you receive from your nominee in order to revoke your voting instructions.

Solicitation of Proxies

CCAP has agreed to bear all costs of preparing, printing and mailing this proxy statement/prospectus and the applicable accompanying Notice of Special Meeting of Stockholders and proxy card. FCRD intends to use the services of D.F. King & Co., Inc. to assist in the solicitation of proxies. FCRD expects to pay market rates of approximately $12,500 for such services, which will ultimately be borne by CCAP. No additional compensation will be paid to directors, officers or regular employees for such services.

Appraisal Rights

FCRD Stockholders and “beneficial owners” (as defined in Section 262 of the DGCL) will be entitled to exercise appraisal rights with respect to the Merger in accordance with Section 262 of the DGCL. For more information, see “Appraisal Rights of FCRD Stockholders and Beneficial Owners” and “Description of the Merger Agreement—Appraisal Rights.”

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THE MERGERS

The discussion in this proxy statement/prospectus, which includes the material terms of the Mergers and the principal terms of the Merger Agreement, is subject to, and is qualified in its entirety by reference to, the Merger Agreement, which is attached as Annex A to this proxy statement/prospectus.

General Description of the Mergers

Pursuant to the terms of the Merger Agreement, at the Effective Time, Acquisition Sub will be merged with and into FCRD. FCRD will be the Surviving Corporation and will continue its existence as a corporation under the laws of the State of Delaware as a direct, wholly-owned subsidiary of CCAP. As of the Effective Time, the separate corporate existence of Acquisition Sub will cease. Subsequently, FCRD will merge with and into Acquisition Sub 2, with Acquisition Sub 2 as the surviving entity in the Second Merger. Subject to the terms and conditions of the Merger Agreement, at the Effective Time, each share of FCRD Common Stock issued and outstanding immediately prior to the Effective Time (excluding Cancelled Shares) will be converted into and exchanged for the right to receive the Per Share Merger Consideration, plus any cash in lieu of fractional shares, as well as the right to receive an additional amount in cash equal to the applicable ratable portion of the CCAP Advisor Cash Consideration.

Based on the number of shares of CCAP Common Stock issued and outstanding as of October 3, 2022 and the NAV per share of each of FCRD Common Stock and CCAP Common Stock as of September 30, 2022, it is expected that current CCAP Stockholders will own approximately 83% of the outstanding CCAP Common Stock and former FCRD Stockholders will own approximately 17% of the outstanding CCAP Common Stock immediately following consummation of the Mergers.

Background of the Mergers

At the time of FCRD’s initial public offering (“IPO”) in April 2010, FCRD’s investment strategy focused on investments in privately negotiated debt and equity securities of middle market companies, primarily in junior capital securities, including subordinated, or mezzanine, debt and second lien secured debt, which junior capital could include an associated equity component such as warrants, preferred stock or other similar securities. FCRD expected to generate returns through a combination of contractual interest payments on debt investments, equity appreciation (through options, warrants, conversion rights or direct equity investments) and origination and similar fees.

With over $250 million of net assets as of IPO, FCRD held concentrated hold sizes in junior capital investments as a result of limited capital available outside of FCRD. This investment strategy, together with this small size of FCRD, resulted in volatility in FCRD’s NAV when a particular credit did not perform in accordance with expectations.

In 2015, FCRD shifted its investment focus from junior capital investments to focus primarily in directly originated first lien loan senior secured and second lien loans, including unitranche investments. Further, FCRD communicated its strategy to increase the diversification of its portfolio through co-investments with affiliated managed funds and to rotate out of junior capital and unsponsored investments (“Legacy Assets”). FEAC then reduced its contractual advisory fees and modified the incentive fee calculation to be more stockholder friendly. Further, as the rotation of the Legacy Assets took longer than anticipated, FEAC waived a significant amount of advisory fees to increase alignment with stockholders. However, stock performance continued to be negatively impacted due to the elongated period to rotate out Legacy Assets and related decline in NAV.

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In 2020, in connection with the acquisition of THL Credit Advisors LLC (now FEAC) by FEIM, FEAC facilitated the consummation of a $30 million stock issuance at NAV. Additionally, with the aim of reducing the discount of trading price to NAV, in July of 2020, FCRD repurchased approximately $19.5 million of its common stock, or 5,189,026 million shares, representing approximately 14.7% of its outstanding shares, from cash on hand at a price of $3.75 per share, excluding fees and expenses relating to the self-tender offer which price represented 70% of NAV per share based on FCRD’s April 15, 2020 NAV per share.

FEAC then focused on additional initiatives intended to increase net investment income, such as reducing the cost of indebtedness by reducing the interest rate of its credit facility and refinancing its bonds for a lower fixed rate. Further, FEAC refinanced the Logan JV to form the CLO to increase the net investment income distributed to FCRD. While FCRD was successful in implementing these initiatives, FCRD’s stock price continued to trade at a significant discount to its NAV per share.

As a result of shares of FCRD Common Stock consistently trading at a discount to NAV per share, it has limited FCRD’s ability to raise additional equity capital given the constraints under the Investment Company Act on the ability of a BDC to issue shares of its common stock at a price below NAV and the FCRD Board’s general belief that although maintaining the flexibility to issue new shares of FCRD Common Stock at a discount to then-current NAVs could be appropriate under certain circumstances, such an offering at a significant discount to then-current NAVs would be dilutive and was not in the best interests of FCRD or its stockholders. These limitations provided challenges that the FCRD Board has consistently considered in evaluating FCRD’s business and affairs. Additionally, increasing consolidation in the BDC industry and the formation of several new large market entrants suggests that larger BDCs may have certain advantages, including cost efficiencies, increased trading volume and liquidity for stockholders.

On June 1, 2022, the FCRD Board held a virtual special meeting with FEAC, Simpson Thacher and Stradley Ronon Stevens & Young, LLP (“Stradley”), counsel to the FCRD Independent Directors, to discuss the process of pursuing a possible strategic transaction, including a possible merger. Simpson Thacher provided the FCRD Board with an overview of its experience with BDC strategic transactions and discussed the role that Simpson Thacher would play if the FCRD Board pursued a possible strategic transaction. The FCRD Board discussed various potential strategic transaction options, including continuing to operate FCRD on a standalone basis and various sale/merger transactions, including a stock sale, asset sale, merger or reverse merger, as well as other strategic transactions. The FCRD Board determined to further explore these options. Stradley provided the FCRD Board with an overview of the FCRD Board’s proposed role and Simpson Thacher discussed the involvement of FEAC and FCRD’s officers in such circumstances. Stradley and Simpson Thacher also reviewed the Board’s fiduciary duties with respect to a possible strategic transaction. Simpson Thacher also discussed the role that a financial advisor would play if engaged by the FCRD Board to assist in pursuing a strategic transaction. At this meeting, the FCRD Board also discussed a potential confidential auction process, instead of a publicly announced process, to evaluate strategic transaction options and in consultation with FEAC, Simpson Thacher and Stradley, the FCRD Board discussed the merits of both approaches. Simpson Thacher informed the FCRD Board that it is common for a BDC to engage in a confidential process and that any transaction agreement would be negotiated in a manner designed to provide the FCRD Board with appropriate required flexibility to receive and consider competing proposals after a transaction was publicly announced. FEAC recommended that the FCRD Board meet with representatives of Keefe, Bruyette & Woods, Inc. (“KBW”) to consider KBW as a potential financial advisor. Following an executive session of the FCRD Independent Directors, the FCRD Board determined to interview KBW and then determine whether to interview any other potential financial advisors.

On June 2, 2022, members of the FCRD Board, constituting a quorum, met with representatives of KBW at a virtual special meeting, along with Stradley and representatives of FEAC, during which the KBW representatives reviewed KBW’s credentials including an overview of its experience with BDC strategic transactions. The FCRD Board and KBW discussed comparative advantages and disadvantages between a confidential auction process and a public process and the potentially favorable aspects of a targeted, confidential auction process. The FCRD Board also discussed KBW’s proposed fee and other terms of its engagement. The

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FCRD Independent Directors considered publicly available financial advisor fee levels from other strategic transactions involving BDCs. In an executive session, the FCRD Independent Directors discussed the possibility of forming a special committee in connection with a potential strategic transaction that would review proposals submitted and make a recommendation to the full FCRD Board, and determined to further consider engaging KBW as financial advisor to the FCRD Board. The FCRD Independent Directors requested that KBW provide additional information regarding KBW and comparative financial advisor fee data.

On June 15, 2022, after receipt and consideration of additional information from KBW, the FCRD Board approved via unanimous written consent the engagement of KBW as financial advisor to FCRD and the FCRD Board, including any special committee of the FCRD Board, in connection with a potential strategic transaction, and KBW was subsequently engaged.

On June 15, 2022, Simpson Thacher provided a form of non-disclosure agreement (“NDA”) to FEAC that could be provided to and executed by potential bidders prior to receiving any non-public information related to FCRD or its operations and investments, which included customary “standstill” and related provisions intended to require that bidders submit all bids through FCRD’s official process and not through other avenues (unless such provisions were waived by FCRD). On June 17, 2022, Stradley provided certain comments on the form of NDA, and the form of NDA was then sent to KBW to be provided to potential bidders.

On June 20, 2022, the FCRD Board held a virtual special meeting with representatives of FEAC, Simpson Thacher, Stradley and KBW also in attendance to discuss the initiation of a targeted, confidential auction process. Representatives of KBW reviewed a group of 14 potential bidders with the FCRD Board, focusing on eight potential bidders (including CCAP) for the targeted outreach and a ninth potential bidder that it was believed could have significant interest in being part of the process. These nine potential bidders had experience participating in BDC strategic transactions or had recently made acquisitions of business lines or added personnel that had such experience. The remaining five potential bidders did not have such experience but might have strategic interest in a transaction with FCRD. The FCRD Board discussed several factors that could drive the competitiveness of the auction process, including the current scarcity of other BDC acquisition targets and FEAC’s positive reputation and relationships, and discussed other potential parties and the possible benefits and drawbacks of expanding the scope of the confidential auction process to a larger group of potential bidders, including certain potential counterparties not included in the initial group of 14 potential bidders reviewed with KBW. FEAC informed the FCRD Board that it may be possible that a bidder could request that FEAC continue to serve as the collateral manager to the CLO if such bidder does not itself have such expertise or does not want to manage that vehicle. KBW and Simpson Thacher informed the FCRD Board that in recent BDC merger transactions it has been common for the investment advisers of the two BDCs to enter into a transition services agreement separately from the merger agreement between the BDCs, although any such agreement would be solely between FEAC and a successful bidder, the FCRD Board would be informed of any such proposals and the material terms discussed. The FCRD Board directed KBW to commence outreach to eight targeted potential bidders the following day.

On June 28, 2022, KBW provided FEAC with a status update, which was relayed to the FCRD Board on June 29, 2022. Six of the eight potential bidders contacted by KBW had expressed interest in participating in the process, with three signing an NDA and three others having requested an NDA. Two potential bidders had informed KBW that they would not participate in the process. The FCRD Board directed KBW to contact a ninth potential bidder that had previously been discussed with the FCRD Board.

On July 1, 2022, the Nominating and Governance Committee of the FCRD Board met with representatives of Stradley to discuss the confidential auction process and related updates received to date from FEAC and KBW. The Nominating and Governance Committee members also reviewed the possibility of the formation of a special committee of the FCRD Board and the potential compensation schedule of any such committee.

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On July 7, 2022, KBW again provided FEAC with a status update, which was relayed to the FCRD Board the same day. Seven potential bidders had signed an NDA, six had been provided access to a virtual data room containing diligence information regarding FCRD, two had hired a financial advisor and two had hired outside counsel. One bidder had not been provided access to the virtual data room yet as the bidder was checking for any potential conflicts it might have.

On July 14, 2022, KBW received non-binding indications of interest from five bidders, including CCAP. A summary of the bids was provided to the FCRD Board on July 15, 2022 in advance of a scheduled call on July 18, 2022.

On July 18, 2022, the FCRD Board held a virtual special meeting with representatives of FEAC, Simpson Thacher, Stradley and KBW also in attendance. Representatives of KBW informed the FCRD Board that five initial indications of interest, one of which included two proposals, had been received, that one of the potential bidders had indicated that it did not intend to submit a proposal and that another potential bidder that previously mentioned a potential conflict had not responded to follow-up communications and had not been provided access to the virtual data room. Representatives of KBW reviewed each bid in detail with the FCRD Board and discussed the implied consideration value of each bid as compared to FCRD’s NAV per share of $6.12 as of March 31, 2022, the most recently available NAV, and market trading price per share of $3.34 as of July 14, 2022, the date of the indications of interest. Below is a summary of the bids as of July 15, 2022:

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The FCRD Board discussed the details of each bid and the general consensus was that the three strongest proposals, based on implied consideration value and other factors, were Party A, CCAP and Party B, and that Party D’s proposal also was competitive. The FCRD Board instructed KBW to inform Party A, CCAP and Party B that they had advanced to the second round of the auction process, and that if Party D determined to submit a revised proposal the FCRD Board would consider allowing Party D to advance as well. Following an executive session of the FCRD Independent Directors, Stradley provided an overview of the fiduciary duties of the FCRD Independent Directors, and the FCRD Independent Directors discussed the possibility of the formation of a special committee of the FCRD Board.

On July 18, 2022, the FCRD Board instructed Simpson Thacher to begin drafting a form of a merger agreement to be provided to participants in the second round of the auction process. Following discussions with FEAC, Simpson Thacher, Stradley and KBW, the FCRD Board determined that second round proposals would be due on August 17, 2022, in order to allow bidders to include a markup of the merger agreement with their best and final proposals. The four remaining bidders were provided a second round process letter on July 22.

On July 21, 2022, KBW updated the FCRD Board regarding which bidders had retained financial advisors to date.

On July 23, 2022, Party D submitted a revised initial indication of interest, which was provided to the FCRD Board that same day.

On July 25, 2022, the FCRD Board held a special virtual meeting with representatives of FEAC, Simpson Thacher, Stradley and KBW also in attendance to discuss Party D’s revised bid. Representatives of KBW reviewed the changes to Party D’s proposal with the FCRD Board, which changes added a cash payment from the investment adviser of Party D to FCRD stockholders of up to $20 million and increased the cash consideration from Party D, resulting in implied consideration values ranging from $5.66 to $6.74 per share of FCRD Common Stock when calculated based on the acquiring BDC’s VWAP for various periods, most recent reported book value per share and median research analysts’ consensus stock price target. The proposed consideration would be paid approximately 23.5% cash and 76.5% in stock of the acquiring BDC (the cash

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portion of the proposed consideration was previously 5%). KBW also informed the FCRD Board that Party D had engaged outside counsel for the transaction. After discussing the elements of Party D’s revised bid, FCRD Board instructed KBW to inform Party D that it had advanced to the second round of the auction process. KBW also informed the FCRD Board that it had received communication from Party C that it was considering increasing its proposal by a particular amount, that would result in implied consideration value lower than Party D’s updated indication of interest. After weighing the verbal update to the Party C proposal, the FCRD Board declined to include Party C in the second round of the process. KBW informed the FCRD Board that Party B had engaged a financial advisor.

Between July 26 and August 2, 2022, FEAC met with each of the remaining bidders, except for Party A, in person as part of their diligence processes.

On July 29, 2022, KBW provided an update on the auction process to FEAC, which was relayed to the FCRD Board that same day. In-person diligence sessions had been held with Party B and CCAP, and CCAP’s diligence efforts had been the most comprehensive of the remaining bidders. KBW also informed FEAC that an in-person diligence meeting was being scheduled with Party D early the next week (and such meeting ultimately occurred on August 2, 2022). In addition, Party A had informed KBW that it no longer wished to pursue a merger, but would consider a portfolio purchase transaction at a discount to FCRD’s NAV. After discussions among representatives of KBW, FEAC and Party A, Party A withdrew from the process because its revised proposal would not be competitive.

On August 2, 2022, Stradley provided its input on a draft merger agreement, and the draft merger agreement was provided to the remaining bidders.

On August 5, 2022, a regularly scheduled quarterly meeting was held virtually with representatives of FEAC, Simpson Thacher and Stradley. At the meeting, FEAC provided the FCRD Board with an update on the due diligence process. The FCRD Board approved the formation of a special committee (the “Special Committee”), consisting of James Kern, Edmund Giambastiani, Deborah McAneny and Jane Musser Nelson, each an independent director of the FCRD Board, to review, evaluate, and negotiate the potential acquisition of FCRD. The FCRD Board determined that James Kern would serve as chair of the Special Committee and that each member of the Special Committee would receive per-meeting compensation equal to FCRD’s pre-existing, standard per-meeting compensation amount of $1,500 per meeting attended, without duplication, and reimbursement of all out-of-pocket expenses, if any, for attending meetings of the Special Committee.

On August 17, 2022, second round indications of interest were received from CCAP, Party B and Party D along with each bidder’s comments on the draft merger agreement. A summary of the second round bids was provided to the FCRD Board on August 19, 2022 along with a summary comparing each bidder’s comments to merger agreement.

On August 21, 2022, Stradley provided a memorandum to the Special Committee regarding the fiduciary duties of directors of a Delaware corporation, as well as of the obligations of the independent directors of a business development company regulated under the Investment Company Act.

On August 22, 2022, the Special Committee held a special virtual meeting with those directors who were not members of the Special Committee, FEAC, Simpson Thacher, Stradley and KBW to discuss second round bids and each bidder’s comments on the draft merger agreement. Representatives of KBW reviewed each bid with the Special Committee and discussed the implied consideration value of each bid as compared to FCRD’s NAV per share of $5.30 as of June 30, 2022, which was the most recently calculated NAV, and market trading price per share of $3.30 as of August 17, 2022, which was the date of the second round indication of interest. Below is a summary of the bids as of August 18, 2022:

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At the meeting, representatives of KBW indicated that Party D had called on August 21, 2022 to increase the investment adviser cash payment from $23 million to $26 million. This increase was not reflected in the written summary provided to the FCRD Board on August 19, 2022. Representatives of KBW next discussed each bidder’s proposal and implied consideration value applying a set of standardized assumptions, including $4 million of transaction costs for FCRD, transaction costs stated by each bidder in their latest indication of interest submission and a reduction in FCRD’s NAV of $2.2 million due to repayment of deferred financing costs, as advised per FEAC. Applying these standardized assumptions, representatives of KBW indicated that CCAP’s proposal represented implied consideration values ranging from $5.48 to $6.27 per share of FCRD Common Stock, Party B’s proposal represented implied consideration values ranging from $3.87 to $4.83 per share of FCRD Common Stock and Party D’s proposal represented implied consideration values ranging from $5.30 to $5.93 per share of FCRD Common Stock, in each case when implied considerations values were calculated based on the acquiring BDC’s VWAP for various periods, most recent reported book value per share and median research analysts’ consensus stock price target.

Simpson Thacher discussed with the Special Committee each bidder’s comments on the draft merger agreement and compared the three bidders’ comments on certain material points, noting that one bidder did not

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submit a complete set of comments. Simpson Thacher stated that CCAP was the only bidder to offer FCRD stockholders the ability to make an election to receive all or a portion of the merger consideration in cash or stock. Simpson Thacher reported that CCAP expected certain stockholders to enter into a voting support agreement in connection with a merger, while the other bidders did not indicate such a requirement. Simpson Thacher also stated that Party D was the only bidder that required its stockholders to approve a merger. Two bidders, CCAP and Party B had made material changes to the provisions in the draft merger agreement regarding the ability of the FCRD Board to change its recommendation to FCRD stockholders and/or consider competing proposals from third parties, and the impact of these changes was discussed with the Special Committee. Simpson Thacher also reported that these same two bidders had proposed lower caps on directors and officers insurance premiums for tail policy coverage than in the original draft merger agreement. Simpson Thacher discussed the closing conditions in each bidder’s merger agreement comments, noting that CCAP had proposed that certain consents related to the Logan JV would be a closing condition, along with FCRD receiving a legal opinion that the merger qualified as a tax-free reorganization, the latter of which was favorable to FCRD and would protect FCRD from being required to close the transaction in the event that CCAP’s NAV declined significantly relative to FCRD’s NAV. With respect to termination fees, Simpson Thacher reported that CCAP and Party B had removed the reverse termination fee provision in the original draft merger agreement that would require the bidder to pay a termination fee to FCRD in certain circumstances.

Stradley noted that it had previously provided a memorandum to the FCRD Independent Directors regarding the fiduciary duties of the directors and discussed the fiduciary obligations with the Special Committee. Following this discussion, the Special Committee instructed KBW to request clarification from CCAP on four points prior to entering into an exclusivity agreement: (i) removal of the closing condition regarding consents related to the Logan JV; (ii) resetting the insurance premium for directors and officers tail insurance to the limitation in the original draft merger agreement; (iii) retaining a reverse termination fee that CCAP would pay to FCRD in certain circumstances; and (iv) confirmation that FEIM is the only stockholder that CCAP would require to enter into a voting agreement as a condition of signing the merger agreement. Simpson Thacher was instructed to prepare a draft exclusivity agreement to be provided to CCAP.

On August 23, 2022, an updated summary of second round indications of interest reflecting Party D’s increased investment adviser cash payment, and an update regarding discussions with CCAP were provided to the FCRD Board on August 24, 2022. Simpson Thacher also provided a draft exclusivity agreement to Stradley and then Kirkland, CCAP’s outside counsel, and received minor comments from Kirkland the same day.

On August 24, 2022, the Special Committee held a special virtual meeting with those directors who were not members of the Special Committee, as well as representatives of FEAC, Simpson Thacher, Stradley and KBW also in attendance. Representatives of KBW again discussed each bidder’s proposal and implied consideration value based on the same standardized assumptions from the meeting on August 19, 2022 but with updated VWAP information. CCAP’s proposal represented implied consideration values ranging from $5.50 to $6.27 per share of FCRD Common Stock, Party B’s proposal represented implied consideration values ranging from $3.97 to $4.96 per share of FCRD Common Stock and Party D’s proposal represented implied consideration values ranging from $5.48 to $6.12 per share of FCRD Common Stock, in each case when implied consideration values were calculated based on the acquiring BDC’s VWAP for various periods, most recent reported book value per share and median research analysts’ consensus stock price target. The Special Committee discussed the characteristics of the CCAP and Party D bids other than price, noting that CCAP offered higher trading volume and liquidity for FCRD stockholders and that both bidders’ stock traded below NAV. The Special Committee also discussed that CCAP would not require approval from its stockholders to close the transaction but Party D would require approval from its stockholders to be a closing condition. KBW and Simpson Thacher discussed the four points on which the Special Committee had requested clarification from CCAP, indicating that CCAP had agreed to: (i) remove any closing condition related to consents related to the Logan JV; (ii) accept the original proposed premium cap for directors and officers tail insurance policy coverage; (iii) consider a reverse termination fee to be paid by CCAP to FCRD in certain circumstances; and (iv) require a voting support agreement only from First Eagle prior to entering into the merger agreement. The Special

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Committee determined that FCRD should proceed with entry into an exclusivity agreement with CCAP. Simpson Thacher and Kirkland exchanged certain minor comments to the proposed exclusivity agreement, which also were shared with Stradley.

On August 25, 2022, the FCRD Board, by unanimous written consent, and based on the unanimous recommendation of the Special Committee, approved FCRD entering into an exclusivity agreement with CCAP and the parties executed the exclusivity agreement that day, with an exclusivity period through September 15, 2022. Simpson Thacher provided the FCRD Board with a summary of key issues related to CCAP’s comments on the draft merger agreement included with their second-round indication of interest, in advance of the Special Committee meeting the next day.

On August 26, 2022, the Special Committee held a special virtual meeting with those directors who were not members of the Special Committee, as well as representatives of FEAC, Simpson Thacher, Stradley and KBW also in attendance, to discuss material topics and issues related to CCAP’s comments on the draft merger agreement and the process that the Special Committee should expect with respect to each turn of the merger agreement. The Special Committee requested that Simpson Thacher work with Stradley and FEAC to prepare and circulate to the FCRD Board an updated summary of key issues related to the merger agreement with proposed responses to CCAP’s comments on the draft merger agreement that reflected the feedback provided by the Special Committee. The Special Committee also instructed FEAC, Simpson Thacher and Stradley to engage in reverse due diligence on CCAP and CCAP Advisor, with a particular focus on valuation, legal and regulatory issues.

On August 30, 2022, Simpson Thacher provided a list of FCRD’s legal and regulatory reverse due diligence information requests about CCAP and CCAP Advisor to Kirkland, which reflected information requests from FEAC and Stradley. KBW separately provided CCAP with a list of FCRD’s business and valuation reverse due diligence information requests that same day. Simpson Thacher, Stradley and FEAC received access to a virtual data room with information about CCAP and CCAP Advisor on September 2, 2022.

On September 6, 2022, Simpson Thacher received a revised draft of the merger agreement from Kirkland.

On September 9, 2022, FEAC and Mr. Kern, in his capacity as chair of the Special Committee, held a reverse due diligence session with CCAP management and CCAP Advisor to discuss business and valuation information. Following the reverse diligence session, representatives of FEAC held a legal and regulatory diligence session with Kirkland.

On September 9, 2022, the Special Committee held a special virtual meeting with those directors who were not members of the Special Committee, as well as representatives of FEAC, Simpson Thacher, Stradley and KBW also in attendance, to discuss reverse due diligence findings and the latest draft of the merger agreement. FEAC and Mr. Kern provided the Special Committee with their respective reverse due diligence assessments. Simpson Thacher also provided the Special Committee with its preliminary reverse due diligence findings. Simpson Thacher summarized the key revisions proposed by CCAP in the latest draft of the merger agreement. The Special Committee discussed approaches to determining the mix of merger consideration, and instructed Simpson Thacher to add a mechanism for FCRD stockholders to elect to receive all or a portion of the merger consideration in the form of cash or CCAP stock, as initially offered by CCAP. The Special Committee provided feedback and direction on certain material points, including interim operating covenant restrictions, closing conditions, termination fee amounts and expense reimbursement provisions. Simpson Thacher also informed the Special Committee that negotiations had been initiated between FEAC and CCAP regarding a transition services agreement and certain documentation related to FEAC’s continued management of the Logan JV following the merger.

On September 11, 2022, Simpson Thacher provided Kirkland with an updated draft of the merger agreement, reflecting the Special Committee’s feedback.

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On September 14, 2022, following discussions with Kirkland regarding the cash/stock election mechanic, Simpson Thacher provided Kirkland a further revised draft of the merger agreement reflecting revisions to the election mechanic.

On September 15, 2022, the exclusivity agreement between FCRD and CCAP Advisor was extended until September 23, 2022, in light of the parties’ continued negotiation of the merger agreement.

On September 19, 2022, Simpson Thacher received revisions to the interim operating covenants section of the merger agreement from Kirkland, and on September 22, 2022 Kirkland and Simpson Thacher corresponded regarding certain additional minor changes to the merger agreement.

On September 20, 2022, Simpson Thacher provided Kirkland with revisions to certain representations and covenants in the merger agreement.

On September 21, 2022, the Special Committee held a special virtual meeting with those directors who were not members of the Special Committee, as well as representatives of FEAC, Simpson Thacher, Stradley and KBW also in attendance, to discuss a possible second extension of the exclusivity agreement with CCAP. FEAC provided the Special Committee with an update on the topics still being negotiated with CCAP. At this meeting, the FCRD Independent Directors determined that Mr. Kern would receive a one-time payment of $7,000 for his service as chair of the Special Committee. In executive session, Stradley reviewed its reverse due-diligence review on behalf of the Special Committee, including a review of CCAP and CCAP Advisor’s compliance and governance structure and the information considered by the CCAP board in approving their advisory contract.

On September 23, 2022, the exclusivity agreement between FCRD and CCAP was extended until September 30, 2022, in light of the parties’ continued negotiation of the merger agreement.

On September 24, 2022, Simpson Thacher received a revised draft of the merger agreement from Kirkland.

On September 26, 2022, following a phone call involving representatives of CCAP, FCRD, Simpson and Kirkland, Simpson Thacher received a further revised draft of the merger agreement.

On September 28, 2022, the Special Committee held a special virtual meeting with those directors who were not members of the Special Committee, as well as representatives of FEAC, Simpson Thacher, Stradley and KBW also in attendance, to discuss remaining material open points of negotiation in the merger agreement, focusing on termination fees, expense reimbursement provisions, interim operating covenants and closing conditions. Simpson Thacher presented the Special Committee with the latest proposals from CCAP and solicited feedback from the Special Committee on these points.

On September 29, 2022, Simpson Thacher updated the FCRD Board on the remaining merger agreement issues and requested feedback on remaining open items.

After the members of the FCRD Board reviewed and considered these issues, on September 30, 2022, Simpson Thacher sent a revised draft and separate further revisions to the merger agreement to Kirkland.

On October 1, 2022, representatives of FCRD, CCAP Advisor, Simpson Thacher and Kirkland spoke regarding the remaining open negotiation points, and the parties reached business agreement on these points in principle. Later that day, Simpson Thacher received a revised version of the merger agreement from Kirkland.

On October 2, 2022, Simpson Thacher provided Kirkland with a revised version of the merger agreement and both counsels held a call to discuss certain changes to the merger agreement.

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On October 3, 2022, the Special Committee held a special virtual meeting with those directors who were not members of the Special Committee, as well as representatives of FEAC, Simpson Thacher, Stradley and KBW also in attendance, for the Special Committee to consider recommending the approval of the merger agreement to the FCRD Board. At this meeting, KBW reviewed the financial aspects of the proposed Mergers and rendered an opinion to the FCRD Board and the Special Committee to the effect that, as of such date and subject to the procedures followed, assumptions made, matters considered, and qualifications and limitations on the review undertaken by KBW as set forth in such opinion, the Aggregate Merger Consideration (defined as the Parent Cash Consideration, the Aggregate Share Consideration and the CCAP Advisor Cash Consideration, taken together) in the proposed First Merger was fair, from a financial point of view, to the holders of FCRD Common Stock, collectively as a group, as more fully described in the section entitled “—Opinion of the Financial Advisor to the FCRD Board” below. Separately, representatives of KBW also reviewed and discussed CCAP’s fee structure as compared to the fee structure for FCRD and selected BDCs. Also at this meeting, Simpson Thacher discussed recent changes to the Merger Agreement and the resolution of the final open items in the Merger Agreement. In addition, FEAC reported that, as previously discussed with the Special Committee, CCAP had proposed that FEAC would remain as collateral manager to the CLO and would receive the collateral management fee set forth in the underlying CLO documentation for staying in that role, and CCAP Advisor would enter into a transition services agreement with FEAC under which FEAC would receive $750,000 paid over four quarters and would be reimbursed by CCAP Advisor for certain investment advisory fees rebated to the Logan JV after closing of the merger. The Special Committee was informed that the merger agreement would not include any provisions requiring that FEAC continue to serve as collateral manager to the CLO or enter into a transition services agreement with CCAP Advisor. Additionally, FEAC reported that FEIM would be entering into a voting support agreement, pursuant to which First Eagle would (i) grant an irrevocable proxy to CCAP and vote (or direct the shares subject to the agreement to vote) in favor of the transaction, and any other matter contemplated as necessary or advisable to the consummation of the transaction at a special stockholder meeting held by FCRD, (ii) agree not to vote in favor of any competing proposal, alternative acquisition agreements, or any proposal, transaction, agreement or action that would, or could reasonably be expected to, prevent, impede, frustrate, interfere with, delay, postpone or adversely affect the transaction or change in any manner the voting rights of any class of shares of FCRD, and (iii) agree to not, directly or indirectly, transfer, sell, offer, exchange, assign, pledge, convey any legal or beneficial ownership interest in or otherwise dispose of, or encumber any of the shares subject to the agreement or enter into any contract, option, or other agreement with respect to, or consent to, a transfer of, any of the shares or their voting or economic interest therein other than in connection with the transaction until the earlier of (a) the closing date, or (b) the termination of the merger agreement. The Special Committee met in executive session with representatives of KBW outside the presence of FEAC to further discuss KBW’s financial presentation. The Special Committee arose from executive session, and noted that they were prepared to recommend approval of the merger agreement via written consent. The Special Committee subsequently recommended the approval of the merger agreement to the FCRD Board via unanimous written consent, and the FCRD Board unanimously approved the merger agreement via written consent that same day. Throughout the course of the day, Simpson Thacher and Kirkland exchanged multiple versions of the merger agreement until all open drafting issues were resolved and Simpson Thacher provided Kirkland with an execution version of the merger agreement which was then executed by each of the parties thereto.

FCRD Reasons for the Mergers

As previously disclosed, the Special Committee and FCRD Board reviewed a variety of strategic alternatives that they believed would enhance value for FCRD Stockholders.

In evaluating the merger proposal from CCAP, the Special Committee and FCRD Board, including the FCRD Independent Directors, consulted with and received the advice of FCRD’s management, KBW, Stradley, and Simpson Thacher. In reaching its decision, the Special Committee and FCRD Board considered a number of

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factors, including the factors described in this section, and, as a result, unanimously determined that entering into the Merger Agreement and consummating the transactions contemplated thereby, including the Mergers, are in the best interests of FCRD and FCRD Stockholders.

The following discussion of the information and factors considered by the Special Committee and FCRD Board is not intended to be exhaustive. However, it includes all of the material factors considered by them in evaluating the Mergers. In view of the complexity and the large number of factors considered, the Special Committee and FCRD Board did not find it practicable to, and did not attempt to, quantify or assign any relative or specific weight individually to the various factors. Rather, they based their recommendation or approval, as applicable, on the totality of the information presented to and considered by them, including the duration, robustness and outcome of the competitive processes of seeking strategic alternatives for FCRD, and concluded that, overall, the positive factors of the Mergers to FCRD Stockholders outweigh the risks and potential negative factors related to the Mergers.

Financial Terms of the Merger Agreement with CCAP. Assuming a transaction based on respective June 30, 2022 net asset values for CCAP ($639.2 million, or $20.69 per share) and FCRD ($158.7 million, or $5.30 per share), taking into account certain estimated transaction expenses and post-closing adjustments and subject to the election mechanics described herein, the closing price of FCRD and CCAP Common Stock on October 3, 2022 (the date of the Merger Agreement), and the outstanding shares of FCRD Common Stock and CCAP Common Stock as of October 3, 2022, the Special Committee and FCRD Board considered the financial terms of the Merger Agreement, including that:

Thorough Review of Strategic Alternatives. The Special Committee and FCRD Board considered the results of the thorough review of strategic alternatives, including the following:

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Strategic and Business Considerations. The Special Committee and FCRD Board considered the various opportunities for the combined company to provide strategic and business opportunities for the FCRD Stockholders who receive shares of CCAP Common Stock in the First Merger and to generate additional stockholder value for such FCRD Stockholders, including that:

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Opinion of the Financial Advisor to the FCRD Board. The Special Committee and FCRD Board considered the opinion, dated October 3, 2022, of KBW to the FCRD Board and the Special Committee as to the fairness, from a financial point of view and as of the date of the opinion, to the holders of FCRD Common Stock, collectively as a group, of the Aggregate Merger Consideration (defined as the Parent Cash Consideration, the Aggregate Share Consideration and the CCAP Advisor Cash Consideration, taken together) in the First Merger, as more fully described below in the section entitled “ — Opinion of the Financial Advisor to the FCRD Board.”

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Terms of the Merger Agreement. The Special Committee and FCRD Board considered the terms and conditions of the Merger Agreement and the course of negotiations thereof, including:

Risks and Potential Negative Factors. The Special Committee and FCRD Board considered the risks and potential negative factors relating to the Merger Agreement, including:

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The foregoing list does not include all the factors that the Special Committee and the FCRD Board considered in approving the Mergers and the Merger Agreement and recommending that FCRD Stockholders approve the Merger Proposal.

Interests of Certain Persons Related to FCRD in the Mergers

Concurrently with the parties’ entry into the Merger Agreement, CCAP also entered into a Voting Agreement with FEIM, which owned an aggregate of approximately 5,004,422 of the outstanding shares of FCRD Common Stock as of October 3, 2022. Pursuant to the Voting Agreement, FEIM has agreed to vote its covered shares of FCRD Common Stock (i) in favor of the approval of the Merger Agreement and any other matters necessary for consummation of the other transactions contemplated by the Merger Agreement and any other action that is presented by FCRD for a vote of the FCRD Stockholders in furtherance thereof and (ii) against (A) any action, proposal, agreement, recapitalization, reorganization, liquidation, dissolution, amalgamation, merger, sale of assets or other business combination or transaction between or involving FCRD and any other person that would reasonably be expected to impede, interfere with, delay, postpone or adversely affect the First Merger or any of the other transactions contemplated by the Merger Agreement, (B) any proposal, transaction, agreement or action that would constitute, or could reasonably be expected to result in, a breach of any covenant, representation or warranty or any other obligation or agreement of FCRD under the Merger Agreement or of FEIM under the Voting Agreement or (C) any proposal, transaction, agreement or action that would, or could reasonably be expected to, prevent, impede, frustrate, interfere with, delay, postpone or adversely affect the Mergers or any of the other transactions contemplated by the Merger Agreement, in contravention of the terms and conditions set forth in the Merger Agreement or change in any manner the voting rights of any class of shares of FCRD (including any amendment or other change to the FCRD Certificate of Incorporation or the FCRD Bylaws).

As disclosed above, CCAP Advisor and FEAC have engaged in discussions regarding a transition services agreement pursuant to which FEAC would provide certain information and non-investment advisory services to CCAP Advisor relating to certain portions of FCRD’s existing investment portfolio subsequent to the Closing. CCAP Advisor and FEAC have entered into a transaction services agreement pursuant to which, as more fully set forth therein, FEAC would receive a total of $750,000 paid over four quarters following the Closing. Pursuant to the transition services agreement, FEAC also will be reimbursed by CCAP Advisor for certain rebates that FEAC may pay to the CLO following the Closing.

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The FCRD Board Recommendation

The FCRD Board, based on the unanimous recommendation of the Special Committee, approved the Merger Agreement and the transactions contemplated thereby, including the Mergers, and recommends that FCRD Stockholders vote “FOR” the Merger Proposal and, if necessary or appropriate, “FOR” the FCRD Adjournment Proposal.

Opinion of the Financial Advisor to the FCRD Board

The FCRD Board engaged Keefe, Bruyette & Woods, Inc. (“KBW”) to render financial advisory and investment banking services to it, including an opinion to the FCRD Board and, as requested by the FCRD Board, the Special Committee as to the fairness, from a financial point of view, to the holders of FCRD Common Stock, collectively as a group, of the Aggregate Merger Consideration (defined as the Parent Cash Consideration, the Aggregate Share Consideration and the CCAP Advisor Cash Consideration, taken together) in the proposed First Merger. The FCRD Board selected KBW because KBW is a nationally recognized investment banking firm with substantial experience in transactions similar to the Mergers. As part of its investment banking business, KBW is regularly engaged in the valuation of business development company securities in connection with mergers and acquisitions.

As part of its engagement, representatives of KBW attended the meeting of the Special Committee held on October 3, 2022 at which the Special Committee evaluated the proposed Mergers. At this meeting, KBW reviewed the financial aspects of the proposed Mergers and rendered an opinion to the FCRD Board and the Special Committee to the effect that, as of such date and subject to the procedures followed, assumptions made, matters considered, and qualifications and limitations on the review undertaken by KBW as set forth in such opinion, the Aggregate Merger Consideration in the proposed First Merger was fair, from a financial point of view, to the holders of FCRD Common Stock, collectively as a group. The FCRD Board, based on the unanimous recommendation of the Special Committee, approved the Merger Agreement following this meeting via written consent that same day.

The description of the opinion set forth herein is qualified in its entirety by reference to the full text of the opinion, which is attached as Annex B to this document and is incorporated herein by reference, and describes the procedures followed, assumptions made, matters considered, and qualifications and limitations on the review undertaken by KBW in preparing the opinion.

KBW’s opinion speaks only as of the date of the opinion. The opinion was for the information of, and was directed to, the FCRD Board (in its capacity as such) and, as requested by the FCRD Board, the Special Committee (in its capacity as such) in connection with their respective consideration of the financial terms of the Mergers. The opinion addressed only the fairness, from a financial point of view, of the Aggregate Merger Consideration in the First Merger to the holders of FCRD Common Stock, collectively as a group. It did not address the underlying business decision of FCRD to engage in the Mergers or enter into the Merger Agreement or constitute a recommendation to the FCRD Board or the Special Committee in connection with the Mergers, and it does not constitute a recommendation to any holder of FCRD Common Stock or any stockholder of any other entity as to how to vote or act in connection with the Mergers or any other matter (including, with respect to holders of FCRD Common Stock, what election any such stockholder should make with respect to receiving the Per Share Cash Price in lieu of the Per Share Stock Consideration), nor does it constitute a recommendation regarding whether or not any such stockholder should enter into a voting, stockholders’, or affiliates’ agreement with respect to the Mergers or exercise any dissenters’ or appraisal rights that may be available to such stockholder.

KBW’s opinion was reviewed and approved by KBW’s Fairness Opinion Committee in conformity with its policies and procedures established under the requirements of Rule 5150 of the Financial Industry Regulatory Authority.

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At the direction of FCRD and without independent verification, KBW relied upon and assumed for purposes of its analyses and opinion, that the FCRD Per Share NAV (defined as the amount equal to (i) the Closing FCRD Net Asset Value divided by (ii) the number of shares of FCRD Common Stock issued and outstanding as of the Determination Date) would be $4.85, the CCAP Per Share NAV (defined as the amount equal to (i) the Closing CCAP Net Asset Value divided by (ii) the number of shares of CCAP Common Stock issued and outstanding as of the Determination Date) would be $20.48 and the Closing FCRD Net Asset Value (defined as the net asset value of FCRD as of 5:00 p.m. New York City time as of the Determination Date) would be approximately $145.0 million and that, as a result thereof, the Aggregate Share Consideration would equal 19.99% of the number of shares of CCAP Common Stock outstanding as of the date of the Merger Agreement and the Parent Cash Consideration would be approximately $18.6 million.

In connection with the opinion, KBW reviewed, analyzed and relied upon material bearing upon the financial and operating condition of FCRD and CCAP and bearing upon the Mergers, including, among other things:

KBW’s consideration of financial information and other factors that it deemed appropriate under the circumstances or relevant to its analyses included, among others, the following:

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KBW also performed such other studies and analyses as it considered appropriate and took into account its assessment of general economic, market and financial conditions and its experience in other transactions, as well as its experience in securities valuation and knowledge of the business development company industry generally. KBW also participated in discussions that were held with the respective managements of FCRD and CCAP regarding the respective past and current business operations, regulatory relations, financial condition and future prospects of FCRD and CCAP and such other matters as KBW deemed relevant to its inquiry. In addition, KBW considered the results of the efforts undertaken by FCRD, with KBW’s assistance, to solicit indications of interest from third parties regarding a potential transaction with FCRD.

In conducting its review and arriving at its opinion, KBW relied upon and assumed the accuracy and completeness of all of the financial and other information that was provided to or discussed with it or that was publicly available and did not independently verify the accuracy or completeness of any such information or assume any responsibility or liability for such verification, accuracy or completeness. KBW relied upon the management of FCRD as to the reasonableness and achievability of the financial and operating forecasts and projections of FCRD referred to above (and the assumptions and bases therefor), and KBW assumed that such forecasts and projections were reasonably prepared and represented the best currently available estimates and judgments of such management and that such forecasts and projections would be realized in the amounts and in the time periods estimated by such management. KBW further relied, with the consent of FCRD, upon CCAP management as to the reasonableness and achievability of the financial and operating forecasts and projections of CCAP referred to above (and the assumptions and bases therefor), and KBW assumed that such forecasts and projections were reasonably prepared and represented the best currently available estimates and judgments of CCAP management and that such forecasts and projections would be realized in the amounts and in the time periods estimated by such management.

It is understood that the foregoing financial information of FCRD and CCAP that was provided to KBW was not prepared with the expectation of public disclosure and that all such information was based on numerous variables and assumptions that are inherently uncertain (including, without limitation, factors related to general economic and competitive conditions and, in particular, the widespread disruption, extraordinary uncertainty and unusual volatility arising from global tensions and political unrest, economic uncertainty, inflation, and the COVID-19 pandemic, including the effect of evolving governmental interventions and non-interventions) and, accordingly, actual results could vary significantly from those set forth in such information. KBW assumed, based on discussions with the respective managements of FCRD and CCAP, and with the consent of the FCRD Board, that all such information provided a reasonable basis upon which KBW could form its opinion, and KBW expressed no view as to any such information or the assumptions or bases therefor. Among other things, such information assumed that the ongoing COVID-19 pandemic could have an adverse impact, which was assumed to be limited, on FCRD and CCAP. KBW relied on all such information without independent verification or analysis and did not in any respect assume any responsibility or liability for the accuracy or completeness thereof.

KBW also assumed that there were no material changes in the assets, liabilities, financial condition, results of operations, business or prospects of either FCRD or CCAP since the date of the last financial statements of each such entity that were made available to KBW. In rendering its opinion, KBW did not make or obtain any evaluations or appraisals or physical inspection of the property, assets or liabilities (contingent or otherwise) of FCRD or CCAP, the collateral securing any of such assets or liabilities, or the collectability of any such assets, nor did KBW examine any individual loan or credit files, nor did it evaluate the solvency, financial capability or fair value of FCRD or CCAP under any state or federal laws, including those relating to bankruptcy, insolvency or other matters. Estimates of values of companies and assets do not purport to be appraisals or necessarily reflect the prices at which companies or assets may actually be sold. Such estimates are inherently subject to uncertainty and should not be taken as KBW’s view of the actual value of any companies or assets.

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KBW assumed, in all respects material to its analyses:

KBW assumed that the Mergers would be consummated in a manner that complies with the applicable provisions of the Securities Act of 1933, as amended, the Securities Exchange Act of 1934, as amended, and all other applicable federal and state statutes, rules and regulations. KBW was further advised by representatives of FCRD that FCRD relied upon advice from its advisors (other than KBW) or other appropriate sources as to all legal, financial reporting, tax, accounting and regulatory matters with respect to FCRD, CCAP, Acquisition Sub, Acquisition Sub 2, the Mergers and any related transaction, and the Merger Agreement. KBW did not provide advice with respect to any such matters.

KBW’s opinion addressed only the fairness, from a financial point of view, as of the date of such opinion, to holders of FCRD Common Stock, collectively as a group, of the Aggregate Merger Consideration in the First Merger. KBW expressed no view or opinion as to any other terms or aspects of the Mergers or any term or aspect of any related transaction, including without limitation, the form or structure of the Mergers (including the form and structure of the Aggregate Merger Consideration or the allocation thereof between cash and stock) or any such related transaction, any consequences of the Merger or any such related transaction to FCRD, its stockholders, creditors or otherwise (including any aspect of any future dividends payable in respect of CCAP Common Stock issued in the first merger), or any terms, aspects, merits or implications of any employment, consulting, voting, support, stockholder, escrow or other agreements, arrangements or understandings contemplated or entered into in connection with the Mergers or otherwise. KBW’s opinion was necessarily based upon conditions as they existed and could be evaluated on the date of the opinion and the information made available to KBW through the date of the opinion. There has been significant volatility in the stock and other financial markets arising from global tensions and political unrest, economic uncertainty, inflation, and the COVID-19 pandemic, including the effect of evolving governmental interventions and non-interventions. Developments subsequent to the date of KBW’s opinion may have affected, and may affect, the conclusion reached in KBW’s opinion and KBW did not and does not have an obligation to update, revise or reaffirm its opinion. KBW expressed no view or opinion as to any differences in the actual amounts of the FCRD Per Share NAV, the CCAP Per Share NAV and the Closing FCRD Net Asset Value from the amounts thereof that KBW was directed to assume for purposes of its analyses and opinion. KBW’s opinion did not address, and KBW expressed no view or opinion with respect to:

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In performing its analyses, KBW made numerous assumptions with respect to industry performance, general business, economic, market and financial conditions and other matters, which are beyond the control of KBW, FCRD and CCAP. Any estimates contained in the analyses performed by KBW are not necessarily indicative of actual values or future results, which may be significantly more or less favorable than suggested by these analyses. Additionally, estimates of the value of businesses or securities do not purport to be appraisals or to reflect the prices at which such businesses or securities might actually be sold. Accordingly, these analyses and estimates are inherently subject to substantial uncertainty. In addition, the KBW opinion was among several factors taken into consideration by the FCRD Board and the Special Committee in making its determination to recommend the approval by the FCRD board of directors of the Merger Agreement and the Mergers. Consequently, the analyses described below should not be viewed as determinative of the decision of the FCRD Board and the Special Committee with respect to the fairness of the merger consideration. The type and amount of consideration payable in the first merger were determined through negotiation between FCRD and CCAP and the decision of FCRD to enter into the Merger Agreement was solely that of the FCRD Board and the Special Committee.

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The following is a summary of the material financial analyses presented by KBW to the FCRD Board and the Special Committee in connection with its opinion. The summary is not a complete description of the financial analyses underlying the opinion or the presentation made by KBW to the FCRD Board and the Special Committee, but summarizes the material analyses performed and presented in connection with such opinion. The financial analyses summarized below include information presented in tabular format. The tables alone do not constitute a complete description of the financial analyses. The preparation of a fairness opinion is a complex analytic process involving various determinations as to appropriate and relevant methods of financial analysis and the application of those methods to the particular circumstances. Therefore, a fairness opinion is not readily susceptible to partial analysis or summary description. In arriving at its opinion, KBW did not attribute any particular weight to any analysis or factor that it considered, but rather made qualitative judgments as to the significance and relevance of each analysis and factor. Accordingly, KBW believes that its analyses and the summary of its analyses must be considered as a whole and that selecting portions of its analyses and factors or focusing on the information presented below in tabular format, without considering all analyses and factors or the full narrative description of the financial analyses, including the methodologies and assumptions underlying the analyses, could create a misleading or incomplete view of the process underlying its analyses and opinion.

Implied Transaction Value for the Mergers. KBW calculated an implied transaction value for the proposed Mergers of $146.3 million in the aggregate, or $4.89 per share of FCRD Common Stock, based on an assumed Parent Cash Consideration of approximately $18.6 million, the CCAP Advisor Cash Consideration of $35.0 million and the implied value of an assumed Aggregate Share Consideration equal to 19.99% of the number of shares of CCAP Common Stock outstanding as of the date of the Merger Agreement using the closing price of CCAP Common Stock on September 30, 2022. This implied transaction value for the proposed Mergers was used to calculate implied transaction multiples and those multiples were compared to the ranges of multiples found in the financial analyses described below.

Selected Companies Analysis of FCRD. Using publicly available information, KBW compared, among other things, the market performance of FCRD and 17 selected publicly traded, externally managed business development companies with market capitalizations less than $500 million. Growth/total return and cannabis business development companies were excluded from the selected companies.

The selected companies were as follows (shown by column in descending order of market capitalization):

To perform this analysis, KBW used market price information as of September 30, 2022, reported NAV per share data as of the end of the most recent completed quarterly period available (which in the case of FCRD was June 30, 2022) and latest twelve-month period available (“LTM”) reported net investment income (“NII”) per share. KBW also used calendar years 2022 and 2023 earnings per share (“EPS”) estimates taken from consensus “street estimates” of FCRD and the selected companies.

KBW’s analysis showed the following concerning the market performance of FCRD and the selected companies (excluding the impact of the LTM NII multiple and calendar years 2022 and 2023 EPS multiples for one of the selected companies, which multiples were considered to be not meaningful because they were negative

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or greater than 40.0x), as well as certain corresponding implied transaction multiples for the proposed transaction based on the implied transaction value for the proposed Mergers of $146.3 million in the aggregate:

KBW then applied a range of price-to-NAV per share multiples of 0.57x to 0.82x derived from the 25^th percentile and 75^th percentile multiples of the selected companies to the June 30, 2022 NAV of FCRD, a range of price-to-LTM NII per share multiples of 6.5x to 10.0x derived from the 25^th percentile and 75^th percentile multiples of the selected companies to the LTM NII of FCRD for the twelve-month period ended June 30, 2022, and a range of price-to-estimated calendar year 2023 EPS multiples of 7.1x to 9.2x derived from the 25^th percentile and 75^th percentile multiples of the selected companies to the calendar year 2023 estimated earnings of FCRD taken from consensus “street estimates” of FCRD. This analysis indicated the following ranges of implied aggregate equity value of FCRD, as compared to the implied transaction value for the proposed Mergers of $146.3 million in the aggregate:

No company used as a comparison in the above selected companies analysis is identical to FCRD. Accordingly, an analysis of these results is not mathematical. Rather, it involves complex considerations and judgments concerning differences in financial and operating characteristics of the companies involved.

Selected Companies Analysis of CCAP. Using publicly available information, KBW compared, among other things, the market performance of CCAP and 21 selected publicly traded, externally managed business development companies with market capitalizations above $300 million. Growth/total return and cannabis business development companies were excluded from the selected companies.

The selected companies were as follows (shown by column in descending order of market capitalization):

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To perform this analysis, KBW used market price information as of September 30, 2022 and reported NAV per share data as of the end of the most recent completed quarterly period available (which in the case of CCAP was June 30, 2022) and reported LTM NII per share. KBW also used calendar years 2022 and 2023 EPS estimates taken from consensus “street estimates” of CCAP and the selected companies.

KBW’s analysis showed the following concerning the market performance of CCAP and the selected companies:

No company used as a comparison in the above selected companies analysis is identical to CCAP. Accordingly, an analysis of these results is not mathematical. Rather, it involves complex considerations and judgments concerning differences in financial and operating characteristics of the companies involved.

Selected Transactions Analysis. KBW reviewed publicly available information related to 24 selected acquisitions of U.S. business development companies announced since the beginning of 2008.

The selected transactions were as follows:

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For each selected transaction, KBW derived the following implied transaction statistics, in each case based on the merger consideration value paid for the acquired company (including contributions by external managers) and using financial data based on the acquired company’s then latest publicly available financial statements prior to the announcement of the respective transaction (adjusted to reflect any announced pre-closing adjustments):

KBW also reviewed the price per common share paid for the acquired company for the 17 selected transactions involving publicly traded acquired companies as a premium/(discount) to the closing price of the acquired company one day and 30 days prior to the announcement of the respective transaction (expressed as percentages and referred to as the one day market premium and the 30 day market premium). The resulting transaction multiples for the selected transactions were compared with the corresponding transaction multiples for the proposed transaction based on the implied transaction value for the proposed Mergers of $146.3 million in the aggregate and using historical financial information for FCRD as of and for the LTM period ended June 30, 2022 and the closing prices of FCRD Common Stock on September 30, 2022 and August 22, 2022.

KBW’s analysis showed the following concerning the proposed Mergers and the selected transactions (excluding the impact of the price-to-LTM NII per share of three of the selected transactions, which multiples were considered to be not meaningful because they were negative):

KBW applied a range of price-to-NAV per share multiples of 0.69x to 1.00x derived from the 25^th percentile and 75^th percentile multiples of the selected transactions to the June 30, 2022 NAV of FCRD and a range of price-to-LTM NII per share multiples of 7.8x to 11.5x derived from the 25^th percentile and 75th percentile multiples of the selected transactions to the LTM NII of FCRD for the twelve-month period ended June 30, 2022. This analysis indicated the following ranges of implied aggregate equity value of FCRD, as compared to the implied transaction value for the proposed Mergers of $146.3 million in the aggregate:

No company or transaction used as a comparison in the above selected transactions analysis is identical to FCRD or the proposed Mergers. Accordingly, an analysis of these results is not mathematical. Rather, it involves complex considerations and judgments concerning differences in financial and operating characteristics of the companies involved.

Dividend Discount Analysis of FCRD. KBW performed a dividend discount analysis of FCRD on a standalone basis to estimate ranges for the implied equity value of FCRD. In this analysis, KBW used financial and operating forecasts and projections relating to net investment income, dividends and net assets of FCRD that

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were provided by FCRD management. KBW assumed discount rates ranging from 13.0% to 15.0%. Ranges of values were derived by adding (i) the present value of the estimated future dividends of FCRD over the period from the assumed closing date of the proposed transaction through December 31, 2025 and (ii) the present value of FCRD’s implied terminal value at the end of such period. KBW derived implied terminal values using two methodologies, one based on December 31, 2025 estimated NAV per share multiples and the other based on calendar year 2025 estimated dividend yields. Using implied terminal values for FCRD calculated by applying a terminal multiple range of 0.70x to 1.00x to FCRD’s estimated NAV as of December 31, 2025, this analysis resulted in a range of implied aggregate equity value of FCRD of approximately $108.7 million to $147.4 million per share, as compared to the implied transaction value for the proposed Mergers of $146.3 million. Using implied terminal values for FCRD calculated by applying a terminal dividend yield range of 9.0% to 11.0% to FCRD’s calendar year 2025 estimated dividends, this analysis resulted in a range of implied aggregate equity value of FCRD of approximately $121.7 million to $147.6 million, as compared to the implied transaction value for the proposed Mergers of $146.3 million.

The dividend discount analysis is a widely used valuation methodology, but the results of such methodology are highly dependent on the assumptions that must be made, including NAV and dividend assumptions, terminal values and discount rates. The analysis did not purport to be indicative of the actual values or expected values of FCRD.

Dividend Discount Analysis of CCAP. KBW performed a dividend discount analysis of CCAP on a standalone basis to estimate ranges for the implied equity value of CCAP. In this analysis, KBW used financial and operating forecasts and projections relating to net investment income, dividends and net assets of CCAP that were provided by CCAP management. KBW assumed discount rates ranging from 10.5% to 12.5%. Ranges of values were derived by adding (i) the present value of the estimated future dividends of CCAP over the period from the assumed closing date of the proposed transaction through December 31, 2026 and (ii) the present value of CCAP’s implied terminal value at the end of such period. KBW derived implied terminal values using two methodologies, one based on December 31, 2026 estimated NAV per share multiples and the other based on calendar year 2026 estimated dividend yields. Using implied terminal values for CCAP calculated by applying a terminal multiple range of 0.80x to 1.00x to CCAP’s estimated NAV per share as of December 31, 2026, this analysis resulted in a range of implied value per share of CCAP Common Stock of approximately $15.77 to $19.57 per share, as compared to the closing price of CCAP Common Stock on September 30, 2022 of $15.02. Using implied terminal values for CCAP calculated by applying a terminal dividend yield range of 8.5% to 10.5% to CCAP calendar year 2026 estimated dividends, this analysis resulted in a range of implied value per share of CCAP Common Stock of approximately $15.01 to $18.40 per share, as compared to the closing price of CCAP Common Stock on September 30, 2022 of $15.02.

The dividend discount analysis is a widely used valuation methodology, but the results of such methodology are highly dependent on the assumptions that must be made, including NAV per share and dividend assumptions, terminal values and discount rates. The analysis did not purport to be indicative of the actual values or expected values of CCAP or the pro forma combined company.

Relative Contribution Analysis. KBW analyzed the relative standalone contribution of CCAP and FCRD to various pro forma balance sheet and income statement items of the combined entity. This analysis did not include purchase accounting adjustments. To perform this analysis, KBW used (i) historical balance sheet and income statement information for CCAP and FCRD as of and for the twelve-month period ended June 30, 2022, and (ii) financial and operating forecasts and projections of CCAP and FCRD provided by CCAP management and FCRD management, respectively. The results of KBW’s analysis are set forth in the following table, which also compares the results of KBW’s analysis with the implied pro forma ownership percentages of CCAP and FCRD stockholders in the combined company based on the issuance in the First Merger of assumed Aggregate Share Consideration equal to 19.99% of the number of shares of CCAP Common Stock outstanding as of the date of the Merger Agreement and also hypothetically assuming 100% stock consideration (with and without the

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hypothetical inclusion of additional shares of CCAP Common Stock in lieu of the CCAP Advisor Cash Consideration) in the proposed First Merger for illustrative purposes:

Miscellaneous. KBW acted as financial advisor to the FCRD Board in connection with the proposed transaction and did not act as an advisor to or agent of any other person. As part of its investment banking business, KBW is regularly engaged in the valuation of business development company securities in connection with acquisitions, negotiated underwritings, secondary distributions of listed and unlisted securities, private placements and valuations for various other purposes. Further to existing sales and trading relationships between (i) FCRD and each of KBW and a KBW broker-dealer affiliate and (ii) CCAP and a KBW broker-dealer affiliate, and otherwise in the ordinary course of KBW and its affiliates’ broker-dealer businesses, KBW and its affiliates may from time to time purchase securities from, and sell securities to, FCRD, its external investment adviser, CCAP and CCAP Advisor. In addition, as market makers in securities, KBW and its affiliates may from time to time have a long or short position in, and buy or sell, debt or equity securities of FCRD and CCAP for its and their own accounts and for the accounts of its and their respective customers and clients.

Pursuant to the KBW engagement agreement, FCRD agreed to pay KBW a cash fee equal to $2,000,000, $250,000 of which became payable to KBW with the rendering of KBW’s opinion and the balance of which is contingent upon the consummation of the First Merger. FCRD also agreed to reimburse KBW for reasonable out-of-pocket expenses and disbursements incurred in connection with its engagement and to indemnify KBW against certain liabilities relating to or arising out of KBW’s engagement or KBW’s role in connection therewith. In addition to the present engagement, during the two years preceding the date of KBW’s opinion, KBW provided investment banking and financial advisory services to FCRD and received compensation for such services. KBW acted as (i) book-running manager in FCRD’s May 2021 notes offering and (ii) a joint book-running manager in FCRD’s November 2021 notes offering, for which KBW received aggregate fees (including underwriting discounts) of approximately $2.45 million from FCRD. During the two years preceding the date of KBW’s opinion, KBW provided investment banking and financial advisory services to CCAP and received

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compensation for such services. KBW acted as a joint bookrunner in CCAP’s November 2021 equity offering, for which KBW received an aggregate fee (including underwriting discounts) or approximately $270,000 from CCAP. During the two years preceding the date of KBW’s opinion, KBW did not provide investment banking or financial advisory services to CCAP Advisor. KBW may in the future provide investment banking and financial advisory services to FCRD, its external investment adviser, CCAP or CCAP Advisor and receive compensation for such services.

Certain Prospective Financial Information Provided by FCRD and CCAP

FCRD and CCAP provided KBW with certain prospective financial information indicating, among other things, estimates and judgments of FCRD and CCAP management as to future financial and operating performance.

The prospective financial information included in this document has been prepared by, and is the responsibility of, FEAC as FCRD’s management. PricewaterhouseCoopers LLP has not audited, reviewed, examined, compiled nor applied agreed-upon procedures with respect to the accompanying prospective financial information and, accordingly, PricewaterhouseCoopers LLP does not express an opinion or any other form of assurance with respect thereto. The PricewaterhouseCoopers LLP report incorporated by reference in this document relates to FCRD’s previously issued financial statements. It does not extend to the prospective financial information and should not be read to do so.

The prospective financial information with respect to CCAP included in this document has been prepared by, and is the responsibility of, CCAP Advisor as CCAP’s management. Ernst & Young LLP has not audited, reviewed, examined, compiled nor applied agreed-upon procedures with respect to the accompanying prospective financial information and, accordingly, Ernst & Young LLP does not express an opinion or any other form of assurance with respect thereto. The Ernst & Young LLP report included in this document relates to CCAP’s previously issued financial statements. It does not extend to the prospective financial information and should not be read to do so.

The following is a summary of the prospective financial information prepared or provided by FEAC (as FCRD management) with respect to FCRD and by CCAP Advisor (as CCAP management) with respect to CCAP based solely on the information available to FEAC and CCAP Advisor, respectively, at that time. This prospective financial information was finalized in October 2022.

Neither FCRD nor FEAC was involved in the preparation of the prospective financial information relating to CCAP, nor does either FCRD or FEAC express any opinion regarding such information.

Neither CCAP nor CCAP Advisor was involved in the preparation of the prospective financial information relating to FCRD, nor does either CCAP or CCAP Advisor express any opinion regarding such information.

Standalone Projections - Values in millions

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As a matter of course, neither CCAP nor FCRD makes public long-term projections as to their future financial results due to, among other reasons, the inherent uncertainty of the underlying assumptions and estimates. The prospective financial information set forth above was prepared for internal use and not with a view to public disclosure. However, FEAC and CCAP Advisor, respectively, prepared certain unaudited forecasted financial information regarding FCRD and CCAP, respectively, which was made available to the Special Committee and KBW in connection with the Special Committee’s evaluation of the proposed Mergers and KBW was authorized and directed by FCRD to use and rely upon such information for purposes of the financial analyses performed in connection with KBW’s opinion. The prospective financial information contained and discussed herein was prepared for internal use and not with a view to public disclosure and is being included only because the prospective financial information was provided to the Special Committee and KBW. The projections and prospective financial information included herein are not being provided to influence the decision of FCRD Stockholders to vote for the Merger Proposal.

The prospective financial information was not prepared with a view to compliance with the published guidelines of the SEC or the guidelines established by the American Institute of Certified Public Accountants for preparation and presentation of prospective financial information. The prospective financial information does not purport to present operations in accordance with U.S. generally accepted accounting principles, and neither FCRD’s nor CCAP’s registered public accounting firm has not examined, compiled or otherwise applied procedures to the prospective financial information and, accordingly, assumes no responsibility for such information.

The prospective financial information provided by FCRD and CCAP, respectively, was based solely on the information available to their management at that time. The inclusion of the prospective financial information in this document should not be regarded as an indication that the prospective financial information will be necessarily predictive of actual future results, and the forecasts should not be relied upon as such. Neither FCRD or CCAP nor any other person makes any representation to any security holders regarding the ultimate performance of FCRD or CCAP compared to the prospective financial information set forth above.

Although presented with numerical specificity, the prospective financial information is not fact and reflects numerous assumptions and estimates as to future events made by management of FCRD and CCAP, respectively, that were believed to be reasonable at the time the prospective financial information was prepared and other factors such as industry performance and general business, economic, regulatory, market and financial conditions, as well as factors specific to the business of CCAP or FCRD, all of which are difficult to predict and many of which are beyond their control. Other persons attempting to project the future results of CCAP and FCRD, as applicable, will make their own assumptions that could result in projections materially different than those above. In addition, the prospective financial information does not take into account any circumstances or events occurring after the date that they were prepared and, accordingly, does not give effect to the Mergers or any changes to the operations or strategy of CCAP that may be implemented after the consummation of the Mergers. Further, the prospective financial information does not take into account the effect of any failure to occur of the Mergers. Accordingly, there can be no assurance that the prospective financial information will be realized, and actual results could vary significantly from those reflected in the prospective financial information.

Neither CCAP nor FCRD intends to update or otherwise revise the prospective financial information to reflect circumstances existing after the date when made or to reflect the occurrence of future events even in the event that any or all of the assumptions underlying the prospective financial information are shown to be in error.

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The above prospective financial information are forward-looking statements. These statements involve certain risks and uncertainties that could cause actual results to differ materially from those in the forward-looking statements. The prospective financial information included above is not being included to influence your decision whether to vote for the Merger Proposal but because the prospective financial information were provided to the Special Committee and the FCRD Board.

Regulatory Approvals Required for the Mergers

The obligations of CCAP and FCRD to complete the Mergers are subject to the satisfaction or, where permissible, waiver of certain conditions, including the condition that CCAP Common Stock to be issued as part of the Merger Consideration has been approved for listing by Nasdaq and that the registration statement on Form N-14 (of which this proxy statement/prospectus forms a part) has become effective under the Securities Act. CCAP and FCRD have agreed to cooperate with each other and use their reasonable best efforts to obtain all actions, non-actions, clearances, waivers, consents, approvals, authorizations, licenses, permits or orders from any governmental or regulatory authority necessary to consummate the Mergers.

There can be no assurance that such regulatory approvals will be obtained, that such approvals will be received on a timely basis or that such approvals will not impose conditions or requirements that, individually or in the aggregate, would or could reasonably be expected to have a material adverse effect on the financial condition, results of operations, assets or business of the combined company following completion of the Mergers.

Third-Party Consents Related to the Mergers

CCAP and FCRD have agreed to cooperate with each other and use their respective reasonable best efforts to obtain all necessary actions or non-actions, consents and approvals from third parties to consummate the transactions contemplated by the Merger Agreement, including the First Merger, and to make all necessary and to take all reasonable steps as may be necessary to obtain third party approvals to consummate the transactions contemplated by the Merger Agreement, including the First Merger. There can be no assurance that any permits, consents, approvals, confirmations or authorizations will be obtained or that such permits, consents, approvals, confirmations or authorizations will not impose conditions or requirements that, individually or in the aggregate, would or could reasonably be expected to have a material adverse effect on the financial condition, results of operations, assets or business of the combined company following the Mergers.

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DESCRIPTION OF THE MERGER AGREEMENT

The following summary, which includes certain of the material terms of the Merger Agreement, is qualified in its entirety by reference to the complete text of the Merger Agreement, a copy of which is attached as Annex A to this proxy statement/prospectus. This summary does not purport to be complete and may not contain all of the information about the Merger Agreement that is important to you. CCAP and FCRD encourage you to read the Merger Agreement carefully and in its entirety.

Structure of the Mergers

Pursuant to the terms of the Merger Agreement, at the Effective Time, Acquisition Sub will be merged with and into FCRD, whereupon the separate existence of Acquisition Sub will cease, and FCRD will continue as the Surviving Corporation in the First Merger and a wholly-owned subsidiary of CCAP. Immediately after the Effective Time and as part of a single integrated transaction with the First Merger, the Surviving Corporation will be merged with and into Acquisition Sub 2, whereupon the separate existence of the Surviving Corporation will cease, and Acquisition Sub 2 will continue as the Surviving Corporation.

Closing; Completion of the Proposed Mergers

Subject to the satisfaction of various conditions to closing (including obtaining the FCRD Stockholder Approval), the Closing will take place at 10:00 a.m. (local time) on a date to be specified by CCAP and FCRD, but no later than the second business day after the satisfaction or waiver of the conditions set forth in the Merger Agreement, unless another time, date or place is agreed to in writing by CCAP and FCRD. Concurrently with the Closing, FCRD will cause a certificate of merger with respect to the First Merger (the “Certificate of First Merger”) to be executed and filed with the Secretary of State of the State of Delaware (the “Delaware Secretary”) and the First Merger will become effective on the date and time at which the Certificate of First Merger has been duly filed with, and accepted for record by, the Delaware Secretary or at such other date and time as is agreed in writing between CCAP and FCRD and specified in the Certificate of First Merger (such date and time being the “Effective Time”). Subsequently, Acquisition Sub 2 and the Surviving Corporation will cause a certificate of merger with respect to the Second Merger (the “Certificate of Second Merger”) to be executed and filed with the Delaware Secretary as provided under DGCL. The Second Merger will become effective on the date and time at which the Certificate of Second Merger has been duly filed with, and accepted for record by, the Delaware Secretary or at such other date and time as is agreed in writing between Acquisition Sub 2 and FCRD and specified in the Certificate of Second Merger.

CCAP and FCRD expect to complete the Mergers in the first quarter of 2023.

Merger Consideration

Under the Merger Agreement, on the Determination Date, each of CCAP and FCRD will deliver to the other a calculation of its estimated NAV as of 5:00 p.m. New York City time as of the Determination Date, in each case, as approved by the FCRD Board or CCAP Board, as applicable, calculated in good faith and based on certain agreed upon assumptions and methodologies, and applying the certain agreed upon adjustments. FCRD and CCAP will update and redeliver the Closing FCRD Net Asset Value or the Closing CCAP Net Asset Value, respectively, and as reapproved by the FCRD Board or CCAP Board, as applicable, in the event of a material change to such calculation between the Determination Date and the Closing Date or if needed to ensure that the calculation is determined within two days (excluding Sundays and holidays) prior to the Effective Time.

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Subject to the terms and conditions of the Merger Agreement, at the Closing, CCAP will issue the Aggregate Share Consideration. In addition, subject to the terms and conditions of the Merger Agreement, at the Closing, CCAP will pay, in respect of all the issued and outstanding shares of FCRD Common Stock (excluding Cancelled Shares) in the aggregate, an amount of cash equal to the amount by which (i) the Closing FCRD Net Asset Value exceeds (ii) the product of (A) the Aggregate Share Consideration multiplied by (B) the CCAP Per Share NAV.

Each person who as of the Effective Time is a record holder of shares of FCRD Common Stock will be entitled, with respect to all or any portion of such shares, to make an Election to receive the CCAP Merger Consideration for their shares of FCRD Common Stock in cash, subject to the conditions and limitations set forth in the Merger Agreement. Any record holder of shares of FCRD Common Stock at the record date who does not properly make an Election, or whose such Election is not properly revoked, will be deemed to have elected to receive payment for their shares of FCRD Common Stock in the form of CCAP Common Stock. For the purpose of making Elections, a record holder of FCRD Common Stock that is a registered clearing agency and which holds legal title on behalf of multiple ultimate beneficial owners will be entitled to submit elections as if each ultimate beneficial owner were a record holder of FCRD Common Stock.

Each Electing Share will be converted into the right to receive an amount in cash equal to the Per Share NAV, subject to certain adjustments as described below, as well as the right to receive an amount in cash equal to the applicable ratable portion of the CCAP Advisor Cash Consideration. The “Per Share NAV” shall mean an amount in cash equal to the Closing FCRD Net Asset Value per share.

Each Non-Electing Share will be converted into the right to receive a number of validly issued, fully paid and non-assessable shares of CCAP Common Stock, equal to the Per Share Stock Consideration, subject to certain adjustments as described below, as well as the right to receive an amount in cash equal to the applicable ratable portion of the CCAP Advisor Cash Consideration. The amount of CCAP Common Stock to be issued for each Non-Electing Share as ultimately determined is referred to as the “Per Share Stock Consideration.”

If the product of the Proposed Aggregate Stock Issuance Amount is greater than the Aggregate Share Consideration, then shares of CCAP Common Stock constituting the Aggregate Share Consideration will be delivered on a pro rata basis (determined on a whole-share basis) in respect of such Non-Electing Shares, and the remainder of the CCAP Aggregate Merger Consideration will be paid to such stockholders in cash. Any such reduction in the number of Non-Electing Shares will be applied among all stockholders who hold Non-Electing Shares, pro rata based on the aggregate number of Non-Electing Shares held by each such stockholder.

If the Proposed Cash Consideration is an amount greater than the Parent Cash Consideration, then the cash constituting the Parent Cash Consideration will be delivered on a pro rata basis in respect of such Electing Shares, and the remainder of the CCAP Aggregate Merger Consideration will be paid to such stockholders in shares of CCAP Common Stock. Any such reduction in the number of Electing Shares shall be applied among all stockholders who hold Electing Shares, pro rata based on the aggregate number of Electing Shares held by each such stockholder.

Although the Merger Consideration (excluding the CCAP Advisor Cash Consideration) paid to FCRD Stockholders will equal, in the aggregate, the Closing FCRD Net Asset Value, the Per Share Merger Consideration to be received by an individual FCRD Stockholder may represent an implied market value per share less than the Closing FCRD Net Asset Value per share, depending on the Elections made by such FCRD Stockholder and Elections made by other FCRD Stockholders. However, as a result of certain limitations and adjustments pursuant to the terms of the Merger Agreement, including the adjustment mechanisms with respect to Electing Shares and Non-Electing Shares as further described in “Description of the Merger Agreement—Allocation of Merger Consideration and Illustrative Elections and Calculations,” each holder of shares of FCRD Common Stock that are issued and outstanding immediately prior to the Effective Time will receive Per Share Merger Consideration approximately equal to the implied market value of the Per Share Merger Consideration

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received by other FCRD Stockholders at the Effective Time calculated on the basis of the market value of shares of CCAP Common Stock as of the Determination Date. See “Risk Factors—Risks Relating to the Mergers— The CCAP Merger Consideration received by an individual FCRD Stockholder may represent an implied market value per share less than the Closing FCRD Net Asset Value per share, and, depending on the Elections made by an FCRD Stockholder and Elections made by other FCRD Stockholders, the CCAP Merger Consideration received may represent a value per share higher or less than the consideration received by other FCRD Stockholders calculated on the basis of the Closing CCAP Net Asset Value.”

Election Procedures

A Form of Election has been or will be provided to record holders of FCRD Common Stock as of the record date for the Special Meeting. FCRD Stockholders who wish to elect to receive the Per Share Cash Price for any or all shares of FCRD Common Stock held by such holder may indicate so on the Form of Election. If you hold your shares of FCRD Common Stock through a broker, bank, trustee or other nominee and wish to elect to receive the Per Share Cash Price for any or all shares of FCRD Common Stock that you own beneficially, you must direct your intermediary accordingly by following the election instructions you receive from your broker, bank, trustee or other nominee.

FCRD will use its best efforts to make the Form of Election and this proxy statement/prospectus available to all persons who become record holders of FCRD Common Stock during the period between such record date and the Special Meeting. Any such holder’s election to receive the Per Share Cash Price will be properly made only if the Exchange Agent has received at its designated office, by the Election Deadline, a Form of Election properly completed and signed. If you hold your shares of FCRD Common Stock through a broker, bank, trustee or other nominee, the deadline to properly elect to receive the Per Share Cash Price for any or all shares of FCRD Common Stock that you own beneficially will be set by such broker, bank, trustee or other nominee and may be prior to the Election Deadline. Please contact your broker, bank, trustee or other nominee for more information.

Any Form of Election may be revoked by the FCRD Stockholder submitting such Form of Election to the Exchange Agent only by written notice received by the Exchange Agent (i) prior to 5:00 p.m., New York City time, on the Election Deadline or (ii) after the date of the Special Meeting, if the Exchange Agent is legally required to permit such revocations and the Effective Time has not occurred prior to such revocation. If you hold your shares of FCRD Common Stock through a broker, bank, trustee or other nominee, the process and deadline to revoke any election instruction provided to your intermediary will be established by such broker, bank, trustee or other nominee and may differ from the process and deadline set forth in the immediately preceding sentence. Please contact your broker, bank, trustee or other nominee for more information.

In addition, all Forms of Election will automatically be revoked if the Exchange Agent is notified in writing by CCAP and FCRD that the First Merger has been abandoned.. Any FCRD Stockholder who has revoked their Form of Election and has not submitted a separate Form of Election by the proper time on the Election Deadline will be deemed not to have made an Election, the shares held by such holder will be treated by the Exchange Agent as Non-Electing Shares.

The Exchange Agent will have discretion to determine whether or not an election to receive the Per Share Cash Price has been properly made or revoked with respect to shares of FCRD Common Stock and when elections and revocations were received by it. If the Exchange Agent determines that any election to receive the Per Share Cash Price was not properly made with respect to shares of FCRD Common Stock, such shares will be treated by the Exchange Agent as shares that were Non-Electing Shares. The Exchange Agent will also make all computations as to the allocation and the proration contemplated by the provisions of the Merger Agreement and any such computation will be conclusive and binding on the FCRD Stockholders. The Exchange Agent may, with the mutual agreement of CCAP and FCRD, make such rules as are consistent with the provisions of the Merger Agreement for the implementation of the Elections provided for therein as will be necessary or desirable fully to effect such Elections.

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Under the Merger Agreement, on the Determination Date, each of CCAP and FCRD will deliver to the other a calculation of its estimated NAV as of 5:00 p.m. New York City time as of the Determination Date, in each case, as approved by the FCRD Board or CCAP Board, as applicable, calculated in good faith and based on certain agreed upon assumptions and methodologies, and applying certain agreed upon adjustments. FCRD and CCAP will update and redeliver the Closing FCRD Net Asset Value or the Closing CCAP Net Asset Value, respectively, and as reapproved by the FCRD Board or CCAP Board, as applicable, in the event of a material change to such calculation between the Determination Date and the Closing Date or if needed to ensure that the calculation is determined within 48 hours (excluding Sundays and holidays) prior to the Effective Time. Based on such calculations, the parties will calculate (i) the FCRD Per Share NAV and (ii) the CCAP Per Share NAV.

The Per Share Stock Consideration will be appropriately adjusted if, between the Determination Date and the Effective Time, any change in the number of outstanding shares of CCAP Common Stock or FCRD Common Stock occurs as a result of a reclassification, recapitalization, stock split (including a reverse stock split) or combination, exchange or readjustment of shares, or any stock dividend or stock distribution with a record date during such period.

No fractional shares of CCAP Common Stock will be issued upon the conversion of FCRD Common Stock into CCAP Common Stock, and such fractional share interests will not entitle the owner thereof to any CCAP Common Stock or to vote or to any other rights of a holder of CCAP Common Stock. In lieu of any such fractional shares, each holder of FCRD Common Stock who would otherwise be entitled to such fractional shares will instead be entitled to an amount of cash based on a formula set forth in the Merger Agreement.

Allocation of Merger Consideration and Illustrative Elections and Calculations

General Assumptions for All Illustrations⁽¹⁾⁽²⁾

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Illustration #1: 100% of shares of FCRD Common Stock Elect to Receive Cash

In Illustration 1, the Proposed Aggregate Stock Issuance Amount is less than the Total Stock Consideration so no conversion of Non-Electing Shares into Electing Shares would be required pursuant to the Merger Agreement.

However, since the Proposed Cash Consideration is an amount greater than the Aggregate Cash Consideration, the number of Electing Shares would be reduced by converting Electing Shares into Non-Electing Shares until the Aggregate Cash Consideration is equal to the Proposed Cash Consideration (determined on a whole-share basis). Applying such reduction among all stockholders who hold Electing Shares, pro rata based on the aggregate number of Electing Shares held by each such stockholder, it follows that each Electing Share would be converted into the right to receive $0.58 in cash and 0.2065 shares of CCAP Common Stock (with cash payable in lieu of fractional shares), which shares have a value of $2.96 based on the CCAP Per Share Price.

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Illustration #2: 100% of shares of FCRD Common Stock Elect to Receive Stock

In Illustration 2, the Proposed Cash Consideration is less than the Aggregate Cash Consideration, so no conversion of Electing Shares into Non-Electing Shares would be required pursuant to the Merger Agreement.

However, because the Proposed Aggregate Stock Issuance Amount is greater than the Total Stock Consideration, the number of Non-Electing Shares would be reduced by converting Non-Electing Shares into Electing Shares until the Total Stock Consideration is equal to the Proposed Aggregate Stock Issuance Amount (determined on a whole-share basis). Applying such reduction among all stockholders who hold Non-Electing Shares pro rata based on the aggregate number of Non-Electing Shares held by each Stockholder, it follows that each Non-Electing Share would be converted into the right to receive $0.58 in cash and 0.2065 shares of CCAP Common Stock (with cash payable in lieu of fractional shares), which shares have a value of $2.96 based on the CCAP Per Share Price.

Illustration #3: 50% of shares of FCRD Common Stock Elect to Receive Cash

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In Illustration 3, the Proposed Aggregate Stock Issuance Amount is less than the Total Stock Consideration, so no conversion of Non-Electing Shares into Electing Shares would be required pursuant to the Merger Agreement.

However, because the Proposed Cash Consideration exceeds the Aggregate Cash Consideration, the number of Electing Shares would be reduced by converting Electing Shares into Non-Electing Shares until the Aggregate Cash Consideration is equal to the Proposed Cash Consideration (determined on a whole-share basis). Applying such reduction among all stockholders who hold Electing Shares, pro rata based on the aggregate number of Electing Shares held by each such stockholder, it follows that that each Electing Share would be converted into the right to receive $1.17 in cash and 0.1769 shares of CCAP Common Stock (which will be paid in cash payable in lieu of fractional shares), which shares have a value of $2.54 based on the CCAP Per Share Price.

CCAP Advisor Cash Consideration

In connection with the transactions contemplated by the Merger Agreement, as additional consideration to the holders of shares of FCRD Common Stock that are issued and outstanding immediately prior to the Effective Time (excluding any Cancelled Shares), CCAP Advisor will pay or cause to be paid to such holders an aggregate amount in cash equal to $35 million.

Any contribution by CCAP Advisor will be treated as an “adviser contribution” under GAAP by CCAP after the Mergers. To the extent that the fair value of the net assets acquired (as calculated using CCAP’s valuation procedures) by CCAP in the Mergers exceeds the fair value of the Merger Consideration paid by CCAP, a portion of the CCAP Advisor Cash Contribution, equal to the excess fair value, up to a maximum of $35 million, will be included in the merger consideration with a corresponding deemed capital contribution from CCAP Advisor.

Conversion of Shares; Exchange of Certificates; Book-Entry Shares

At the Effective Time, each Electing Share will be converted into the right to receive an amount in cash equal to the Per Share NAV, subject to certain adjustments as described under “Description of the Merger Agreement—Allocation of Merger Consideration and Illustrative Elections and Calculations, ” as well as the right to receive an additional amount in cash equal to the applicable ratable portion of the CCAP Advisor Cash Consideration.

At the Effective Time, each Non-Electing Share will be converted into the right to receive a number of validly issued, fully paid and non-assessable shares of CCAP Common Stock, equal to the Per Share Stock Consideration, subject to certain adjustments as described under “Description of the Merger Agreement—Allocation of Merger Consideration and Illustrative Elections and Calculations,” as well as the right to receive an additional amount in cash equal to the applicable ratable portion of the CCAP Advisor Cash Consideration.

Each share of FCRD Common Stock converted per the above will no longer be outstanding and will be automatically canceled and will cease to exist, and the holders of book-entry shares (the “Book-Entry Shares”) which immediately prior to the Effective Time represented such FCRD Common Stock, will cease to have any rights with respect to such FCRD Common Stock other than the right to receive, upon surrender of such Book-Entry Shares, the Per Share Merger Consideration.

After the Effective Time, there will be no registration of transfers on the stock transfer books of FCRD of shares of FCRD Common Stock that were outstanding immediately prior to the Effective Time. If Book-Entry Shares are presented to the Surviving Corporation for transfer to the Exchange Agent for the Effective Time, they will be cancelled against delivery of the applicable Merger Consideration, for each share of FCRD Common Stock formerly represented by such Book-Entry Shares.

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Appraisal Rights

Notwithstanding anything in above discussions to the contrary, shares of FCRD Common Stock outstanding immediately prior to the Effective Time and held by a record holder who is entitled to demand and has (or the “beneficial owner” (as defined in Section 262 of the DGCL) of such shares has) properly demanded appraisal for such FCRD Common Stock in accordance with, and which record holder (and/or any such beneficial owner) complies in all respects with, Section 262 of the DGCL (such shares, the “Dissenting Shares”) will not be converted into the right to receive the Per Share Merger Consideration or any portion of the CCAP Advisor Cash Consideration, and will instead represent the right to receive payment of the consideration due to such Dissenting Shares in accordance with and to the extent provided by Section 262 of the DGCL. If any such holder or beneficial owner fails to perfect or otherwise waives, withdraws or loses his right to appraisal under Section 262 of the DGCL or other applicable law, then the right of such holder or beneficial owner to be paid the fair value of such Dissenting Shares will cease and such Dissenting Shares will be deemed to have been converted, as of the Effective Time, into the right to receive the Per Share Merger Consideration and the applicable ratable portion of the CCAP Advisor Cash Consideration, without interest and subject to any withholding of taxes required by applicable law. FCRD will give CCAP prompt notice of any demands received by FCRD for appraisal of FCRD Common Stock or any threats thereof, any actual or attempted withdrawals of such demands and any other demands, notices or instruments received by FCRD relating to rights to be paid the fair value of Dissenting Shares, and CCAP will have the right to participate in and to control all negotiations and proceedings with respect to such demands. Prior to the Effective Time, FCRD will not, except with the prior written consent of CCAP, make any payment with respect to, or settle or compromise or offer to settle or compromise, any such demands, or approve any withdrawal of any such demands, or agree to do any of the foregoing. See “Appraisal Rights of FCRD Stockholders and Beneficial Owners” for more information.

Withholding Taxes

CCAP, CCAP Advisor, the Surviving Corporation and the Exchange Agent will be entitled to deduct and withhold from the Aggregate Merger Consideration any amounts payable pursuant to the Merger Agreement to any former holder of FCRD Common Stock such amounts as CCAP, CCAP Advisor, the Surviving Corporation or the Exchange Agent are required to deduct and withhold with respect to the making of such payment under the Code or any provisions of applicable state, local or foreign tax law. If any amounts are withheld and paid over to the appropriate governmental entity, such withheld amounts will be treated as having been paid to the FCRD Stockholders from whom they were withheld.

Representations and Warranties

The Merger Agreement contains representations and warranties made by FCRD to CCAP and CCAP to FCRD, subject to specified exceptions and qualifications, relating to, among other things:

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In addition, the Merger Agreement includes certain representations made by CCAP regarding the sufficiency of the debt financing to pay the Aggregate Cash Consideration, investment advisory agreement between CCAP and CCAP Advisor, and the solvency of CCAP, Acquisition Sub and Acquisition Sub 2.

The Merger Agreement contains representations and warranties made by CCAP Advisor to FCRD, subject to specified exceptions and qualifications, relating to, among other things:

These representations and warranties were made as of a specific period of time, may be subject to important qualifications and limitations agreed to by the parties in connection with negotiating the terms of the Merger Agreement and may have been included in the Merger Agreement for the purpose of allocating contractual risk between the parties rather than to establish matters as facts. The Merger Agreement is described herein, and attached as Annex A to this document, to provide you with information regarding its terms and conditions. Accordingly, the representations and warranties and other provisions of the Merger Agreement should not be read alone, but instead should be read only in conjunction with the information provided elsewhere in this document.

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For purposes of the Merger Agreement, “material adverse effect” with respect to CCAP, FCRD or CCAP Advisor, as applicable, means, any fact, circumstance, event, change, occurrence or effect that would have, or would reasonably be expected to have, individually or in the aggregate, a material adverse effect on (1) the business, condition (financial or otherwise), properties, liabilities, assets or results of operations of such party or its subsidiaries, taken as a whole, or (2) the ability of the party to timely perform its obligations under this Agreement or consummate the transactions contemplated hereby; provided, however, that, for purposes of the foregoing clause (1) only, none of the following shall constitute or be taken into account in determining whether a material adverse effect shall have occurred or exists or would reasonably be expected to occur or exist:

provided that the facts, circumstances, events, changes, occurrences or effects set forth in clauses (i) through (iii) and (vii) above will be taken into account in determining whether a material adverse effect has occurred to the extent (but only to such extent) such facts, circumstances, events, changes, occurrences or effects have a disproportionate adverse impact on such party and its subsidiaries, taken as a whole, relative to the other participants in the industries in which such party and its subsidiaries operate.

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Interim Operations of FCRD

FCRD has agreed that, between the date of the Merger Agreement and the earlier of the Effective Time and the date, if any, on which the Merger Agreement is terminated (the “Interim Period”), except (a) as may be required by law, (b) as may be agreed in writing by CCAP (which consent will not be unreasonably withheld, delayed or conditioned), (c) as may be expressly contemplated or permitted pursuant to the Merger Agreement, (d) as set forth in FCRD’s disclosure letter or (e) as reasonably required to comply with, establish or implement COVID-19 measures: (x) FCRD will, and will cause its subsidiaries to, use reasonable best efforts to conduct the business of FCRD and its subsidiaries, as applicable, in the ordinary course of business and in a manner consistent with past practice in all material respects and use reasonable best efforts to preserve intact its business organization, maintain in effect all material licenses and permits required to carry on its business, maintain in effect any exemptive orders or exemptive relief which it has received from the SEC and which are currently in effect and preserve its material business relationships, provided that (1) no action by FCRD or its subsidiaries with respect to any of the matters specifically addressed by any other provisions of Section 6.1 of the Merger Agreement will be deemed a breach of this clause (x), unless such action would constitute a breach of one or more of such other provisions and (2) the failure by FCRD or any of its subsidiaries to take any action prohibited by clauses (a) through (q) below will not be deemed to be a breach of this clause (x); and (y) FCRD will not, and will not permit any of its subsidiaries to, provided that, notwithstanding anything in the Merger Agreement to the contrary, none of FCRD or its subsidiaries will be restricted or encumbered from taking any action, or be required or permitted to take any action, if such restriction, encumbrance, requirement or permission would contravene any provision of that certain Third Amended and Restated Senior Secured Revolving Credit Agreement dated as of October 16, 2020, as amended, by and among FCRD, as the borrower, each of the financial institutions from time to time party hereto, and ING Capital LLC, as administrative agent, issuing bank and lender (the “FCRD Credit Facility”) or any provision of that certain Indenture dated as of November 18, 2014, by and between the Company and U.S. Bank National Association, as amended pursuant to the Fourth Supplemental Indenture dated as of May 25, 2021, by and between the Company and U.S. Bank National Association (the “Existing Notes Indenture”) or the 5.000% Notes due May 25, 2026 issued pursuant to the Existing Notes Indenture (the “Existing Notes”):

(a) amend or otherwise change, in any material respect, FCRD’s Certificate of Incorporation or Bylaws (or such equivalent organizational or governing documents of any of its subsidiaries);

(b) except for transactions solely among FCRD and its wholly-owned subsidiaries, split, combine, reclassify, redeem, repurchase or otherwise acquire or amend the terms of any capital stock or other equity interests or rights;

(c) except for transactions solely among FCRD and its wholly-owned subsidiaries, issue, sell, pledge, dispose, encumber or grant, or authorize the same with respect to, any (i) shares of FCRD’s or its subsidiaries’ capital stock, (ii) options, warrants, convertible securities or other rights of any kind to acquire any shares of FCRD’s or its subsidiaries’ capital stock or (iii) appreciation rights, phantom equity or similar rights with respect to, or valued in whole or in part in reference to, FCRD or any of its subsidiaries;

(d) (i) declare, set aside, authorize, make or pay any dividend or other distribution, payable in cash, stock, property or otherwise, with respect to FCRD’s or any of its subsidiaries’ capital stock or other equity interests, other than (A) dividends and distributions paid by any wholly-owned subsidiary of FCRD to FCRD or any of its wholly-owned subsidiaries, (B) regular quarterly cash distributions payable by FCRD on a quarterly basis consistent with past practices and FCRD’s investment objectives and policies as publicly disclosed (provided that such dividend shall (i) be determined by the FCRD Board in good faith such that it does not exceed an amount equal to the sum of (a) FCRD’s net investment income generated in the applicable quarter (“Quarterly Dividends”) plus (b) any other of FCRD’s net investment income generated prior to the applicable quarter that had not previously been distributed by FCRD and (ii) not exceed a maximum amount of $0.12 per share of FCRD Common Stock), or (C) the authorization and payment of any tax dividend or distribution

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necessary for FCRD to maintain its qualification as a RIC or avoid any entity-level tax, in each case as reasonably determined by FCRD; or (ii) purchase, redeem or otherwise acquire shares of capital stock or other equity interests of FCRD or its subsidiaries (other than any wholly-owned subsidiaries) or any options, warrants, or rights to acquire any such shares or other equity interests;

(e) directly or indirectly acquire or dispose (including by merger, consolidation or acquisition of stock or assets), except in respect of any merger, consolidation, business combination among FCRD and its wholly-owned subsidiaries, any corporation, partnership, limited liability company, other business organization or any division or material amount of assets thereof, or any FCRD portfolio company investment, or agree to do any of the foregoing, except for:

(i) acquisitions in the form of investments in (X) new investments in FCRD portfolio company investments listed in FCRD’s disclosure letter, provided that (i) in the case of clause (X), for so long as the ratio of (x) FCRD’s (on a consolidated basis with its subsidiaries) outstanding indebtedness for borrowed money to (y) FCRD’s (on a consolidated basis with its subsidiaries) net asset value (calculated in a manner consistent with the calculation of Closing FCRD Net Asset Value as set forth in FCRD’s disclosure letter and based on FCRD’s most recent publicly reported net asset value) does not exceed 1.75x on a pro forma basis, in each case calculated to assume the incurrence of Indebtedness and the related investments associated with the Company’s unfunded commitments listed in FCRD’s disclosure letter;

(ii) dispositions made in accordance with FCRD’s investment objectives, policies and restrictions in connection with an existing FCRD portfolio company (provided that such disposition is not made in exchange for consideration less than the fair market value (as set forth in FCRD’s schedule of investments included in its most recent quarterly or annual reports filed with the SEC) of the asset being disposed), other than a “Pending Sale Agreement” (as defined in the Merger Agreement) on the terms set forth therein;

(iii) compliance with unfunded commitment obligations existing as of September 30, 2022 with respect to any FCRD portfolio company investments listed FCRD’s disclosure letter;

(iv) dispositions or exchanges of assets related to repayments, reorganizations, restructurings or receipt of reorganized securities related to FCRD portfolio company investments (whether or not such FCRD portfolio company investments are held as of the date hereof); and

(v) in any case where FCRD or FCRD portfolio company investment is subject to a compulsory drag-along, call option, prepayment option or redemption, or similar compulsory contractual obligation, to sell, have redeemed or paid off, or otherwise dispose of, any FCRD portfolio company investment pursuant to the contractual terms pertaining to such FCRD portfolio company investment;

provided, that: (A) in each case only if such transactions individually or collectively do not result in any material tax liability (other than any liability for alternative minimum taxes) being imposed on FCRD or its subsidiaries (for the avoidance of doubt, taking into account the dividends paid deduction under Section 562 of the Code); (B) FCRD will provide CCAP notification of any such disposition promptly following the consummation thereof; and (C) FCRD will provide CCAP notification of any such acquisition promptly following the consummation thereof;

(f) (i) make or change any material tax election other than in the ordinary course of business, (ii) change any material method of tax accounting other than in the ordinary course of business, (iii) amend any material tax return, or (iv) agree to any extension or waiver of the statute of limitations with respect to a material amount of tax other than in the ordinary course of business consistent with past practice and FCRD’s investment objectives and policies;

(g) except as permitted by Section 6.1(e)(i)-(v) of the Merger Agreement, make any loans, advances or capital contributions to, or investments in, any other person (other than (i) to or in FCRD or any direct or indirect

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wholly-owned subsidiary of FCRD and (ii) pursuant to previously disclosed commitments existing as of the date of the Merger Agreement that are identified in FCRD’s disclosure letter or are otherwise set forth therein);

(h) amend, enter into, terminate or waive any material rights under, any FCRD material contract or any material agreement underlying any FCRD portfolio company investment, other than (i) in the ordinary course of business consistent with past practice, (ii) such actions which would not be materially adverse to FCRD or its subsidiaries or (iii) as otherwise set forth in FCRD’s disclosure letter;

(i) (i) pay, discharge or satisfy any indebtedness that has a prepayment cost, “make whole” amount, prepayment penalty or similar obligation (other than (A) the payment, discharge or satisfaction, required pursuant to the terms of FCRD Credit Facility as in effect as of the date of the Merger Agreement and (B) indebtedness incurred by FCRD or its wholly-owned subsidiaries and owed to FCRD or its wholly-owned subsidiaries), (ii) cancel any material indebtedness owing to FCRD or any of its subsidiaries (individually or in the aggregate) or waive or amend any claims or rights of substantial value (other than indebtedness incurred by FCRD or its wholly-owned subsidiaries and owed to FCRD or its wholly-owned subsidiaries), in each case other than indebtedness, claims or rights related to investments in any FCRD portfolio companies, or (iii) waive material benefits of, or agree to modify in any material manner, any confidentiality, standstill or similar agreement to which FCRD or any of its subsidiaries is a party (other than in the ordinary course of business consistent with past practice);

(j) make any pledge of any of its material assets or permit any of its material assets to become subject to any liens except permitted liens;

(k) commence any material proceedings except with respect to routine matters in the ordinary course of business and consistent with past practice, or settle any proceedings other than settlements that result solely in monetary obligations involving payment by FCRD or any of its subsidiaries of (i) the amounts specifically reserved in accordance with GAAP with respect to such proceeding or claim on FCRD’s consolidated financial statements for the quarter ending June 30, 2022, (ii) amounts to be paid from escrow accounts for purposes of working capital adjustments and indemnification matters related to former portfolio companies, in each case pursuant to contracts that have been made available to CCAP prior to the date of the Merger Agreement, (iii) amounts to be paid from insurance proceeds for the purpose of paying such settlements, (iv) an amount not greater than $50,000 in the aggregate or (v) amounts held as collateral as agent for any FCRD portfolio companies or on behalf of third party lenders;

(l) make any material change to its methods of accounting, except as required by GAAP (or any interpretation thereof), Regulation S-X of the Exchange Act or a governmental authority or quasi-governmental authority (including the Financial Accounting Standards Board or any similar organization), or as otherwise required by applicable law;

(m) enter into a new line of business outside of FCRD’s investment objective as described in any forms, documents and reports required to be filed or furnished by FCRD to the SEC prior to the date of the Merger Agreement (provided, that the foregoing shall not apply in any way to any FCRD portfolio company);

(n) (i) increase the compensation or benefits payable or to become payable to any of its directors, officers or individual independent contractors; (ii) establish, adopt, enter into, amend or terminate any collective bargaining agreement or employee benefit plan, program or agreement for the benefit of any of its officers, directors or individual independent contractors; (iii) enter into any severance, change of control or retention agreement with any of its officers, directors or individual independent contractors; or (iv) hire any employee or individual independent contractor;

(o) adopt a plan of complete or partial liquidation, dissolution, restructuring, recapitalization or other reorganization of FCRD or any of its subsidiaries;

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(p) incur any indebtedness for borrowed money or guarantee any such indebtedness of any person (except for (i) indebtedness for borrowed money incurred with making any follow-on investment in FCRD portfolio company investments listed in FCRD’s disclosure letter, (ii) indebtedness for borrowed money incurred in complying with unfunded commitment obligations existing as of September 30, 2022 with respect to any FCRD portfolio company investments listed in FCRD’s disclosure letter, (iii) drawdowns with respect to the FCRD Credit Facility, but solely to the extent that such drawdowns do not cause FCRD (on a consolidated basis with its subsidiaries) to exceed the leverage ratio set forth in FCRD’s disclosure letter on a pro forma basis, (iv) indebtedness owed to FCRD or its wholly owned subsidiaries or (v) as otherwise set forth in FCRD’s disclosure letter, so long as, in each case, such indebtedness does not provide for any penalty upon prepayment);

(q) permit Logan JV to take any action described in subsections (a), (c), (i), (k) or (o) hereof as applied to the Logan JV; or

(r) enter into any agreement to do any of the foregoing.

Interim Operations of CCAP

Similarly, CCAP has agreed that, during the Interim Period, except (a) as may be required by law, (b) as may be agreed in writing by FCRD (which consent will not be unreasonably withheld, delayed or conditioned), (c) as may be expressly contemplated or permitted by the Merger Agreement, (d) as set forth in its disclosure letter to the Merger Agreement or (e) as reasonably required to comply with, establish or implement COVID-19 Measures: (x) CCAP will, and will cause its subsidiaries to, use reasonable best efforts to conduct the business of CCAP and its subsidiaries, as applicable, in the ordinary course of business and in a manner consistent with past practice in all material respects and use reasonable best efforts to preserve intact its business organization, maintain in effect all material licenses and permits required to carry on its business, maintain in effect any exemptive orders or exemptive relief which it has received from the SEC and which are currently in effect and preserve its material business relationships (provided that (1) no action by CCAP or its subsidiaries (including Acquisition Sub and Acquisition Sub 2) with respect to any of the matters specifically addressed by any other provisions of Section 6.2 of the Merger Agreement will be deemed a breach of this clause (x), unless such action would constitute a breach of one or more of such other provisions, (2) the failure by CCAP or any of its subsidiaries to take any action prohibited by clauses (a) through (j) below will not be deemed to be a breach of this clause (x), and (3) acquisitions and dispositions of investments in CCAP’s portfolio companies in accordance with CCAP’s investment objectives, policies, and restrictions in effect as of the date of the Merger Agreement will not be deemed to be a breach of this clause (x)); and (y) CCAP will not, and will not permit any of its subsidiaries to:

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Additional Covenants

FCRD and CCAP have agreed to additional covenants, including the following matters:

Preparation of Proxy Statement/Prospectus

As promptly as practicable after the execution of the Merger Agreement (i) FCRD will prepare (with CCAP’s reasonable cooperation) the proxy statement and, in consultation with CCAP, will set a preliminary record date for the Special Meeting and commence a broker search pursuant to Section 14a-13 of the Exchange Act in connection therewith and (ii) CCAP will prepare (with FCRD’s reasonable cooperation) and file with the SEC the registration statement on Form N-14, of which this proxy statement/prospectus is a part, in connection with the registration under the Securities Act of CCAP Common Stock to be issued in the First Merger. Each of CCAP and FCRD will use its reasonable best efforts to have the registration statement on Form N-14 declared effective under the Securities Act, and this proxy statement cleared of all comments from the SEC, as promptly as practicable after such filing (including by responding to comments from the SEC), and, prior to the effective date of the registration statement on Form N-14, CCAP will take all action reasonably required to be taken under any applicable state securities laws in connection with the issuance of CCAP Common Stock in connection with

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the First Merger. Each of CCAP and FCRD will furnish all information as may be reasonably requested by the other in connection with any such action and the preparation, filing and distribution of the registration statement on Form N-14 and this proxy statement/prospectus. As promptly as practicable after the registration statement on Form N-14 will have become effective, FCRD will use its reasonable best efforts to cause this proxy statement to be mailed to its stockholders.

The Special Meeting and FCRD Board Recommendation

Subject to the earlier termination of the Merger Agreement in accordance with the terms of the Merger Agreement, FCRD will, as soon as practicable following the effectiveness of the registration statement on Form N-14, duly call, give notice of, convene and hold the Special Meeting solely for the purpose of seeking the stockholder approval of the Merger Proposal (“FCRD Stockholder Approval”); provided, that FCRD may postpone or adjourn the Special Meeting to a later date in accordance with the terms of the Merger Agreement. Notwithstanding the foregoing, FCRD will, at the request of CCAP, adjourn the Special Meeting to a date specified by CCAP for the absence of a quorum or if FCRD has not received proxies representing a sufficient number of shares of FCRD Common Stock to approve the Merger Proposal.

The FCRD Board, based on the unanimous recommendation of the Special Committee, has approved and declared advisable the Merger Agreement and the transactions contemplated thereby, including the First Merger, and made the recommendation contained herein that the FCRD Stockholders should vote “FOR” the Merger Proposal (the “FCRD Board Recommendation”). Neither the FCRD Board nor any committee thereof will (i) withhold or withdraw, or modify or qualify in a manner adverse to CCAP, Acquisition Sub or Acquisition Sub 2, or propose publicly to withhold or withdraw, or modify or qualify in a manner adverse to CCAP, Acquisition Sub or Acquisition Sub 2, the FCRD Board Recommendation, (ii) fail to include FCRD Board Recommendation in this proxy statement/prospectus, (iii) approve, determine to be advisable, or recommend, or propose publicly to approve, determine to be advisable, or recommend, any Competing Proposal (as defined below) or (iv) resolve, agree or publicly propose to take any such actions (each such action in (i), (ii), (iii) and (iv) being referred to as a “FCRD Adverse Recommendation Change”). Notwithstanding any FCRD Adverse Recommendation Change, unless the Merger Agreement is terminated in accordance with its terms, the obligations of the parties hereunder will continue in full force and effect and such obligations will not be affected by the commencement, public proposal, public disclosure or communication to FCRD of any Competing Proposal (whether or not a Superior Proposal (as defined below)).

“Competing Proposal” means any inquiry, proposal, discussions, negotiations or offer from any third party (a) with respect to a merger, reorganization, consolidation, tender offer, self-tender, exchange offer, stock acquisition, asset acquisition, share exchange, business combination, recapitalization, liquidation, dissolution, joint venture or other transaction involving FCRD or any of its subsidiaries or joint ventures, or (b) relating to any direct or indirect acquisition, in one transaction or a series of transactions, of (1) assets or businesses (including any mortgage, pledge or similar disposition thereof but excluding any mortgage or pledge in connection with a bona fide debt financing transaction entered into in the ordinary course of business consistent with past practice) that constitute or represent, or would constitute or represent if such transaction is consummated, twenty percent (20%) or more of the total assets (based on fair market value) of FCRD and its subsidiaries, taken as a whole, as of the date of such inquiry or proposal, or that generated twenty percent (20%) or more of net revenue or net income of FCRD and its subsidiaries, taken as a whole, for the twelve-month period ending on the last day of FCRD’s then most recently completed fiscal quarter, or (2) twenty percent (20%) or more of the outstanding shares of any class of capital stock of, or other equity or voting interests in, FCRD or any of its subsidiaries or any resulting parent company of FCRD, in each case other than the Mergers.

“Superior Proposal” means a bona fide, unsolicited, written and binding Competing Proposal that is fully financed or has fully committed financing (with all percentages in the definition of Competing Proposal increased to fifty percent (50%)) made by a third party on terms that the FCRD Board determines in good faith, after consultation with its financial and outside legal advisors, and considering all legal, financial, regulatory and

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other material aspects of, and the identity of the third party making, the Competing Proposal and such factors as the FCRD Board considers in good faith to be appropriate, (a) is more favorable to FCRD Stockholders from a financial point of view than the transactions contemplated by the Merger Agreement (including any revisions to the terms and conditions of the Merger Agreement proposed by CCAP to FCRD in writing in response to such Competing Proposal under the provisions of the Merger Agreement) and (b) is reasonably likely of being completed on the terms proposed on a timely basis.

Appropriate Actions; Consents; Filings

Each of FCRD, CCAP and CCAP Advisor will use their respective reasonable best efforts to consummate and make effective the transactions contemplated by the Merger Agreement and to cause the conditions to the First Merger set forth in the Merger Agreement to be satisfied, including using reasonable best efforts to accomplish the following: (i) the obtaining of all necessary actions or non-actions, consents and approvals from governmental authorities or other persons necessary in connection with the consummation of the transactions contemplated by the Merger Agreement, including the First Merger, and the making of all necessary registrations and filings (including filings with governmental authorities, if any) and the taking of all reasonable steps as may be necessary to obtain an approval from, or to avoid a proceeding by, any governmental authority or other persons necessary in connection with the consummation of the transactions contemplated by the Merger Agreement, including the First Merger, (ii) the defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging the Merger Agreement or the consummation of the transactions contemplated by the Merger Agreement, including the First Merger, performed or consummated by such party in accordance with the terms of the Merger Agreement, including seeking to have any stay or temporary restraining order entered by any court or other governmental authority vacated or reversed and (iii) the execution and delivery of any additional instruments reasonably necessary to consummate the First Merger and any other transactions to be performed or consummated by such party in accordance with the terms of the Merger Agreement and to carry out fully the purposes of the Merger Agreement. Without limiting the generality of the foregoing, each of the parties will make any applications and filings as reasonably determined by FCRD and CCAP are required under applicable United States or foreign competition, antitrust, merger control or investment laws (“Antitrust Laws”) with respect to the transactions contemplated hereby as promptly as practicable, but in no event later than as required by law. CCAP will pay all filing fees and other charges for the filings required under any Antitrust Law by FCRD and CCAP.

Each of FCRD, CCAP and CCAP Advisor agree to take (and to cause their affiliates to take) promptly any and all steps necessary to avoid or eliminate each and every impediment and obtain all consents under any Antitrust Laws that may be required by any foreign or United States federal, state or local government authority.

Each of FCRD, CCAP and CCAP Advisor will furnish to the other such necessary information and reasonable assistance as the other may reasonably request in connection with the preparation of any required governmental filings or submissions and will cooperate in responding to any investigation or other inquiry from a governmental authority or in connection with any proceeding initiated by a private party.

Access to Information; Confidentiality

Upon reasonable notice and subject to applicable laws relating to the confidentiality of information, each of FCRD and CCAP will (and will cause each of its subsidiaries to) afford reasonable access to the other party’s representatives, in a manner not disruptive to the operations of the operations of the business of such party and its subsidiaries, during normal business hours and upon reasonable notice throughout the period prior to the Effective Time (or until the earlier termination of the Merger Agreement), to the personnel, agents, properties, books and records of such party and its subsidiaries and, during such period, will (and will cause each of its subsidiaries to) furnish promptly to such representatives all information concerning the business, properties and personnel of such party and its subsidiaries as may reasonably be requested.

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No Solicitation

FCRD will, and will cause its subsidiaries and its and their representatives to, (i) immediately cease and cause to be terminated any existing solicitation of, or discussions or negotiations with, any third party relating to any Competing Proposal or any inquiry, discussion, offer or request that could reasonably be expected to lead to a Competing Proposal (an “Inquiry”) and immediately terminate all physical and electronic data room access previously granted to any such third party and (ii) not terminate, waive, amend, release or modify any provision of any confidentiality or “standstill” agreement to which it or any of its affiliates or representatives is a party with respect to any Competing Proposal or Inquiry.

In addition, except as otherwise expressly provided in the Merger Agreement, until the Effective Time or, if earlier, the termination of the Merger Agreement, FCRD will not, and will cause its subsidiaries and its and their representatives not to, directly or indirectly:

Notwithstanding the foregoing, at any time prior to the date that the FCRD Stockholder Approval is obtained, in the event that FCRD (or its representatives on FCRD’s behalf) receives directly or indirectly a written Inquiry or a written Competing Proposal from any third party that (i) FCRD Board determines in good faith to be bona fide, (ii) was unsolicited and (iii) did not otherwise result from a breach of the no solicitation provision of the Merger Agreement, FCRD and the FCRD Board and its representatives may engage or participate in negotiations or discussions with, or furnish any information and other access to, any third party making such Inquiry or Competing Proposal and its representatives and affiliates and prospective debt and equity financing sources that have been specifically engaged for the purpose of financing such Competing Proposal if the FCRD Board determines in good faith (after consultation with its financial advisor and outside legal counsel) that:

provided that (x) prior to furnishing any non-public information concerning FCRD and its subsidiaries FCRD receives from such person, to the extent such person is not already subject to a confidentiality agreement with FCRD containing confidentiality terms that are not materially less favorable in the aggregate to FCRD than those contained in the confidentiality agreement (unless FCRD offers to amend the confidentiality agreement to reflect such more favorable terms) (an “Acceptable Confidentiality Agreement”), and (y) FCRD will promptly provide or make available to CCAP (I) an unredacted copy of each such Acceptable Confidentiality Agreement and (II) all non-public information concerning it or its subsidiaries that it provides to any third party given such access that was not previously made available to CCAP or its representatives.

Neither FCRD nor the FCRD Board nor any committee thereof will effect an FCRD Adverse Recommendation Change and, except as expressly provided in the Merger Agreement, neither the FCRD Board nor any committee thereof will approve or recommend, and FCRD will not (and will cause each of its subsidiaries not to) execute or enter into, any letter of intent, memorandum of understanding, agreement in principle, acquisition agreement, merger agreement, option agreement, joint venture agreement, partnership agreement or other Contract or agreement, in each case constituting or with respect to, any Competing Proposal or Inquiry, in each case other than an Acceptable Confidentiality Agreement, and neither the FCRD Board nor any committee thereof will resolve, agree or publicly propose to take any such actions.

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Notwithstanding the immediately preceding sentence, at any time prior to the receipt of the FCRD Stockholder Approval, subject to certain conditions and procedural requirements, the FCRD Board may, if FCRD has received a Competing Proposal after the date of the Merger Agreement that (i) FCRD Board has determined in good faith to be bona fide, (ii) was unsolicited, (iii) did not otherwise result from a breach of the no solicitation provision of the Merger Agreement and (iv) the FCRD Board has determined in good faith (after consultation with its financial advisor and outside legal counsel) constitutes a Superior Proposal, authorize, adopt or approve such Superior Proposal and cause FCRD to enter into a binding definitive agreement providing for the consummation of such Superior Proposal concurrently with the termination of the Merger Agreement.

Directors’ and Officers’ Indemnification and Insurance

CCAP, Acquisition Sub and Acquisition Sub 2 have agreed that all rights to exculpation and indemnification for acts or omissions occurring at or prior to the Effective Time, whether asserted or claimed prior to, at or after the Effective Time (including any matters arising in connection with the transactions contemplated by the Merger Agreement), existing as of the date of the Merger Agreement in favor of the current or former directors, officers, managers, or employees, as the case may be, of FCRD, its subsidiaries or FCRD’s affiliates, including but not limited to officers and employees of FEAC (collectively, the “D&O Indemnified Parties”), as provided in their respective organizational documents as in effect on the date of the Merger Agreement or in any contract disclosed or made available to CCAP prior to the date of the Merger Agreement will survive the Merger and will continue in full force and effect.

To the fullest extent that FCRD or its subsidiaries would be permitted by applicable law as required by the organizational documents of FCRD or its subsidiaries as in effect on the date of the Merger Agreement, CCAP has agreed to:

Notwithstanding anything to the contrary contained in the Merger Agreement, CCAP will not settle or compromise or consent to the entry of any judgment or otherwise seek termination with respect to any claim, proceeding or investigation, unless such settlement, compromise, consent or termination includes an unconditional release of all of the D&O Indemnified Parties covered by the claim, proceeding or investigation from all liability arising out of such claim, proceeding or investigation.

FCRD has agreed to purchase, effective as of the Closing, a six (6) year “tail” policy, on terms and conditions no less advantageous to the D&O Indemnified Parties than the existing directors’ and officers’ liability insurance and fiduciary insurance maintained by FCRD as of the date of the Merger Agreement, covering claims arising from facts, events, acts or omissions that occurred at or prior to the Effective Time, including the transactions contemplated thereby; provided, that CCAP will not be required to pay a total premium for such “tail” policy in excess of three hundred percent (300%) of the annual premium currently paid by FCRD for such insurance, but in such case shall purchase as much of such coverage as possible for such amount.

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Notification of Certain Matters

Subject to applicable law, FCRD will give prompt written notice to CCAP, and CCAP will give prompt written notice to FCRD, of (a) any notice or other communication received by such party from any governmental authority in connection with the Merger Agreement, the Merger or the transactions contemplated thereby, or from any person alleging that the consent of such person is or may be required in connection with the Mergers or the transactions contemplated thereby, if the subject matter of such communication or the failure of such party to obtain such consent could be material to FCRD, the Surviving Corporation or CCAP, (b) any claims, investigations or proceedings commenced or, to such party’s knowledge, threatened against, relating to or involving or otherwise affecting such party or any of its subsidiaries which relate to the Merger Agreement, the Mergers or the transactions contemplated thereby and (c) any fact, circumstance or development of which FCRD or CCAP (as applicable) becomes aware that will or is reasonably likely to result in any of the closing conditions becoming incapable of being satisfied by 5:00 p.m. (New York time) on April 3, 2023 (the “Termination Date”).

Public Announcements

Except as otherwise provided in the Merger Agreement or required by applicable laws, prior to any FCRD Adverse Recommendation Change, each of FCRD, CCAP, Acquisition Sub and Acquisition Sub 2 will consult with each other before issuing any press release or public announcement with respect to the Merger Agreement or the transactions contemplated thereby, and none of the parties or their affiliates will issue any such press release or public announcement prior to obtaining the other parties’ written consent (which consent may be delivered via electronic mail, but will not be unreasonably withheld or delayed).

Acquisition Sub

CCAP will take all actions necessary to (a) cause Acquisition Sub and Acquisition Sub 2 to perform its obligations under the Merger Agreement and to consummate the First Merger on the terms and conditions set forth in the Merger Agreement and (b) ensure that, prior to the Effective Time, Acquisition Sub and Acquisition Sub 2 will not conduct any business, or incur or guarantee any indebtedness or make any investments, other than as specifically contemplated by the Merger Agreement.

No Control of the Other Party’s Business

Nothing contained in the Merger Agreement is intended to give FCRD or CCAP, directly or indirectly, the right to control or direct the operations of the other party or its subsidiaries prior to the Effective Time. Prior to the Effective Time, each of FCRD and CCAP will exercise, consistent with the terms and conditions of the Merger Agreement, complete control and supervision over its and its subsidiaries’ operations.

Rule 16b-3 Matters

Prior to the Effective Time, each of FCRD and CCAP will take all such steps as may be required to cause any dispositions of FCRD Common Stock (including derivative securities with respect to FCRD Common Stock) or acquisitions of CCAP Common Stock (including derivative securities with respect to CCAP Common Stock) resulting from the transactions contemplated by the Merger Agreement by each individual who is subject to the reporting requirements of Section 16(a) of the Exchange Act with respect to FCRD or will become subject to such reporting requirements with respect to CCAP, to be exempt under Rule 16b-3 under the Exchange Act, to the extent permitted by applicable law.

Repayment of FCRD Credit Facility

At least five business days prior to the Closing Date (or such shorter period as may be agreed by CCAP), FCRD will deliver to CCAP a draft copy of a customary payoff letter (subject to delivery of funds as arranged by

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CCAP) from the “Administrative Agent” (as defined in the FCRD Credit Facility) under the FCRD Credit Facility (the “Payoff Letter”), and, on or prior to the Closing Date, FCRD will deliver to CCAP an executed copy of the Payoff Letter to be effective upon the Closing. FCRD will, and will cause its subsidiaries to, deliver all the documents required for the termination of commitments under the FCRD Credit Facility, subject to the occurrence of the Closing and the repayment in full of all obligations then outstanding thereunder (using funds arranged by CCAP).

Repayment or Assumption of Existing Notes

Effective as of the Closing, CCAP will, and will cause the Surviving Corporation to, take all such steps as may be necessary to either (a) pay or cause to be paid, or to provide adequate security (in the form of funds deposited with the trustee, as required under the Existing Notes Indenture for discharge or defeasance of the indebtedness under the Existing Notes) for the repayment of the full amount of principal and accrued interest, and any and all of the fees, costs, expenses, penalties and other amounts payable under the Existing Notes upon consummation of the Closing, and FCRD will instruct CCAP to deliver such amount to such account or accounts as required by the Existing Notes in connection with the repayment of the Existing Notes and will deliver evidence satisfactory to FCRD of repayment and cancellation, or adequate security (in the form of funds deposited into an escrow account with the trustee, as required under the Existing Notes Indenture) with respect to repayment, of such notes, or (b) expressly assume, by an indenture supplemental to the Existing Notes Indenture, executed and delivered to the trustee, the due and punctual payment of the principal of (and premium, if any) and interest, if any, on all Existing Notes and the performance of every covenant of the Existing Notes Indenture on the part of FCRD to be performed or observed.

Certain Tax Matters

During the period from the date of the Merger Agreement to the Effective Time, each of CCAP and FCRD will not, and will not permit any of its subsidiaries to, directly or indirectly, without the prior written consent of the other party, take any action, or knowingly fail to take any action, which action or failure to act is reasonably likely to cause CCAP or FCRD (as applicable) to fail to qualify as a RIC.

Stock Exchange Listing

CCAP has agreed to use its reasonable best efforts to cause the shares of CCAP Common Stock to be issued in connection with the First Merger to be listed on Nasdaq, subject to official notice of issuance, prior to the Effective Time.

Takeover Statutes and Provisions

None of the FCRD, CCAP, Acquisition Sub or Acquisition Sub 2 will take any action that would cause the First Merger and related transactions to be subject to requirements imposed by any takeover statutes. Each of FCRD and CCAP will take all necessary steps within its control to exempt (or ensure the continued exemption of) the First Merger from, or if necessary to challenge the validity or applicability of, any applicable takeover statute, as now or hereafter in effect.

Stockholder Litigation

Each of FCRD and CCAP will reasonably cooperate and consult with one another in connection with the defense and settlement of any proceeding by FCRD Stockholders or CCAP Stockholders against any of them or any of their respective directors, officers or affiliates with respect to the Merger Agreement or the transactions contemplated thereby. Each of FCRD and CCAP (a) will keep the other party reasonably informed of any material developments in connection with any such proceeding brought by its stockholders and (b) will not settle any such proceeding without the prior written consent of the other party (such consent not to be unreasonably delayed, conditioned or withheld).

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Coordination of Dividends

CCAP and FCRD will coordinate with each other in designating the record and payment dates for any quarterly dividends or distributions to its stockholders, including a tax dividend, declared in accordance with the Merger Agreement in any calendar quarter in which the Closing Date might reasonably be expected to occur. In the event that a dividend or distribution with respect to the shares of FCRD Common Stock permitted under the terms of the Merger Agreement has (i) a record date prior to the Effective Time and (ii) has not been paid as of the Effective Time, the holders of shares of FCRD Common Stock shall be entitled to receive such dividend or distribution after the Effective Time on the appropriate payment date and, in connection therewith, FCRD shall deposit such dividend or distribution with the Exchange Agent to be paid to such FCRD Stockholders.

Stockholder Notice

On the Closing Date, each of FCRD and CCAP will use reasonable best efforts to make a determination as to whether or not the Mergers constitute a “reorganization” within the meaning of Section 368(a) of the Code, which determination will be made reasonably and in good faith after consultation with tax counsel, but will not constitute a representation, warranty, covenant, obligation or guarantee of any kind whatsoever to FCRD, FCRD Stockholders or any other person with respect thereto (and no such person will be entitled to rely on such determination in any respect). In making such determination, FCRD and CCAP will be entitled to rely on certain customary assumptions and representations reasonably acceptable to FCRD and CCAP after consultation with tax counsel, including representations set forth in certificates of officers of FCRD and CCAP, which FCRD and CCAP will use reasonable best efforts to cause to be promptly provided to each other if requested by the other party. As soon as practicable after the Closing Date, CCAP will inform the stockholders in writing of any such determination. Each of FCRD, CCAP, Acquisition Sub and Acquisition Sub 2 will report the Mergers and the other transactions contemplated by the Merger Agreement in a manner consistent with such determination, except as otherwise required by applicable law. For the avoidance of doubt, if the Mergers constitute a “reorganization” within the meaning of Section 368(a) of the Code, the Merger Agreement is intended to be, and was thereby adopted as, a “plan of reorganization” for purposes of Section 354 and 361 of the Code and Treasury Regulations Section 1.368-2(g) and 1.368-3(a), to which FCRD, CCAP and Acquisition Sub are parties under Section 368(b) of the Code.

Conditions to Closing the Mergers

Conditions to the Obligations of Each Party

The respective obligations of FCRD and CCAP to consummate the First Merger are subject to the satisfaction or (to the extent permitted by law) waiver by FCRD and CCAP at or prior to the Effective Time of the following conditions:

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Conditions to Obligations of CCAP and Acquisition Sub to Effect the First Merger

The obligations of CCAP and Acquisition Sub to effect the First Merger are also subject to the satisfaction or (to the extent permitted by law) waiver by CCAP at or prior to the Effective Time, of the following conditions:

Conditions to Obligations of FCRD to Effect the First Merger

The obligation of FCRD to effect the First Merger is also subject to the satisfaction or (to the extent permitted by law) waiver by FCRD, at or prior to the Effective Time, of the following conditions: