DESCRIPTION OF SECURITIES
As of December 31, 2019, Crescent Capital BDC, Inc. (Crescent Capital, the Company, we, us or our) had one class of securities registered under Section 12 of the Securities Exchange Act of 1934, as amended, our common stock. In this exhibit, references to Crescent Capital, we, us and our refer only to Crescent Capital and not any of its subsidiaries. Capitalized terms used but not defined herein shall have the meaning ascribed to them in the Annual Report on Form 10-K to which this Description of Securities is attached as an exhibit.
a) Common Stock, $0.001 par value per share
The statements made under this caption include summaries of certain provisions contained in our Articles of Amendment and Restatement, as amended, (the Charter) and Amended and Restated Bylaws, as amended, (the Bylaws) each of which is filed as an exhibit to our Annual Report on Form 10-K of which this Exhibit 4.31 is a part. This summary does not purport to be complete and is qualified in its entirety by reference to our Charter and Bylaws. We encourage you to read our Charter, Bylaws, and the applicable provisions of the Maryland General Corporation Law (MGCL).
Our authorized stock consists of 200,010,000 shares of stock, par value $0.001 per share, 200,000,000 of which are currently classified as common stock and 10,000 of which are currently classified as preferred stock. There are no outstanding options or warrants to purchase our stock. No stock has been authorized for issuance under any equity compensation plans. Under Maryland law, our stockholders generally are not personally liable for our indebtedness or obligations.
Under the charter, our board of directors (the Board) is authorized to classify any unissued shares of stock and reclassify any previously classified but unissued shares of stock into one or more classes or series of stock and authorize the issuance of shares of stock without obtaining stockholder approval. As permitted by the MGCL, the Charter provides that a majority of the entire Board, without any action by our stockholders, may amend the Charter from time to time to increase or decrease the aggregate number of shares of stock or the number of shares of stock of any class or series that has authority to issue.
All shares of Common Stock have equal rights as to earnings, assets, dividends and voting and, when they are issued, will be duly authorized, validly issued, fully paid and nonassessable. Distributions may be paid to the holders of Common Stock if, as and when authorized by the Board and declared by us out of funds legally available therefor. Shares of Common Stock have no preemptive, exchange, conversion or redemption rights and are freely transferable, except as otherwise provided in the Charter or where their transfer is restricted by federal and state securities laws or by contract. The Charter provides that during the period beginning with the date the Company reincorporated as a Maryland corporation (the Reincorporation) and ending 365 days after the date listing of the Common Stock on a national securities exchange (the Listing), any transfer (whether by sale, gift, merger, operation of law or otherwise), exchange, assignment, pledge, hypothecation or other disposition or encumbrance of any shares of Common Stock acquired by a stockholder attendant to the Reincorporation is prohibited, and therefore not effective, until the later of (a) the date of such transfer or (b) 180 days after the date of the Listing for one-third of the shares of Common Stock acquired by a stockholder in connection with the Reincorporation, 270 days after the date of the Listing for an additional one-third of the shares of Common Stock acquired by a stockholder in connection with the Reincorporation and 365 days after the date of the Listing for the remaining one-third of the shares of Common Stock acquired by a stockholder in the Reincorporation Merger, unless the Board provides prior written consent permitting an earlier effective date and the transfer, exchange, assignment, pledge, hypothecation or other disposition or encumbrance is made in accordance with applicable securities and other laws. The Board may impose certain conditions in connection with granting its consent to an earlier effective date and any such consent shall be granted in the sole discretion of the Board. Any purported transfer, exchange, assignment, pledge, hypothecation or other disposition or encumbrance of any shares of Common Stock effected on an earlier effective date in violation of the Charter will have no force or effect, and will not register or permit registration of (and will direct its transfer agent, if any, not to register or permit registration of) any such purported transfer, exchange, assignment, pledge, hypothecation or other disposition or encumbrance on its books and records until the applicable effective date.