DIVIDEND REINVESTMENT PLAN OF
CRESCENT CAPITAL BDC, INC.
Crescent Capital BDC, Inc., a Delaware corporation (the Corporation), has adopted the following plan (the Plan), to be administered by State Street Bank and Trust Company (the Plan Administrator), with respect to dividends and other distributions declared by the Corporations Board of Directors (the Board of Directors) on shares of its common stock, par value $0.001 per share (the Common Stock).
Prior to a listing of the Common Stock on an exchange (a Listing), participation requires that a stockholder affirmatively opt in to the Plan. Subsequent to a Listing, participation requires no action on the part of a stockholder, and a stockholder who does not wish to participate must opt out of the Plan. The elections of stockholders that make an election prior to a Listing shall remain effective after the Listing.
Prior to a Listing, a stockholder can elect to opt in or opt out of the Plan in the stockholders subscription agreement relating to the Common Stock. A stockholder who participates in the Plan, either by electing to (i) opt in to the Plan prior to a Listing or (ii) not opt out of the Plan following a Listing (each a Participant), will be subject to the terms below.
1. All cash dividends or other distributions hereafter declared by the Board of Directors, net of any applicable withholding tax, shall be automatically reinvested in additional shares of Common Stock, and no action shall be required on such Participants part to receive a distribution in Common Stock.
2. Such distributions shall be payable on such date or dates as may be fixed from time to time by the Board of Directors to stockholders of record at the close of business on the record date established by the Board of Directors for the distribution involved. The Corporation generally expects for the record date to be the last calendar day of each calendar quarter and the payment date to be the end of the first month of the subsequent quarter, subject to the discretion of the Board of Directors.
3. With respect to each distribution pursuant to this Plan, the Board of Directors reserves the right, subject to the provisions of the Investment Company Act of 1940, as amended, to either issue new shares of Common Stock or to make open market purchases of its shares for the accounts of Participants. Prior to a Listing, the Corporation generally expects to issue new shares of Common Stock, subject to the discretion of the Board of Directors. Prior to a Listing, the number of shares of Common Stock to be issued to a Participant is determined by dividing the total dollar amount of the distribution payable to such stockholder by the applicable price per share of Common Stock determined by the Board of Directors; the Plan Administrator shall be notified of the current price per share by the Corporation. Following a Listing, the number of shares of Common Stock to be issued to a Participant is determined by dividing the total dollar amount of the distribution payable to such stockholder by the market price per share of Common Stock at the close of regular trading on the applicable stock exchange on the date of such distribution subject to the adjustments described below. The market price per share of Common Stock on a particular date shall be the closing price for such shares on the applicable stock exchange on such date or, if no sale is reported for such date, at the average of their reported bid and asked prices. However, if the market price per share exceeds the most recently computed net asset value per share, the Corporation shall issue shares at the greater of (i) the most recently computed net asset value per share and (ii) 95% of the current market price per share (or such lesser discount to the current market price per share that still exceeds the most recently computed net asset value per share).
4. The Plan Administrator shall establish an account for shares of Common Stock acquired pursuant to the Plan for each Participant. The Plan Administrator shall hold each Participants shares, together with the shares of other Participants, in non-certificated form. The Plan Administrator shall not issue share certificates to any Participant.
5. The Plan Administrator shall confirm to each Participant each acquisition made pursuant to the Plan as soon as practicable but not later than 30 business days after the payable date. Each Participant may from time to time have an undivided fractional interest (computed to three decimal places) in a share of