the Indenture), providing for the issuance of Alcentras 6.250% Notes due 2021 (the Eighteenth Supplemental Indenture Notes, and together with the First Supplemental Indenture Notes, the Seventh Supplemental Indenture Notes, the Eighth Supplemental Indenture Notes, the Ninth Supplemental Indenture Notes, the Tenth Supplemental Indenture Notes, the Eleventh Supplemental Indenture Notes, the Twelfth Supplemental Indenture Notes, the Thirteenth Supplemental Indenture Notes, the Fourteenth Supplemental Indenture Notes, the Fifteenth Supplemental Indenture Notes, the Sixteenth Supplemental Indenture Notes and the Seventeenth Supplemental Indenture Notes, the Notes).
WHEREAS, Section 901(1) of the Indenture provides that, without the consent of any Holders of the Notes, Alcentra, when authorized by or pursuant to a Board Resolution, and the Trustee may enter into one or more supplemental indentures to evidence the succession of another Person to Alcentra and the assumption by any such successor of the covenants of Alcentra in the Indenture and in the Notes contained (the Assumption and Succession);
WHEREAS, Section 801 of the Indenture provides that Alcentra shall not consolidate with or merge into any other Person or convey, transfer or lease all or substantially all of its properties and assets to any Person unless, among other things, the Person which acquires by conveyance or transfer, or which leases, all or substantially all of the properties and assets of Alcentra shall expressly assume, by an indenture supplemental thereto, executed and delivered to the Trustee, in form satisfactory to the Trustee, the due and punctual payment of the principal of, premium, if any, and interest on all the Notes and the performance or observance of every covenant of the Indenture on the part of Alcentra to be performed or observed;
WHEREAS, Section 802 of the Indenture provides that upon any consolidation of Alcentra with, or merger of Alcentra into, any other Person or any conveyance, transfer or lease of all or substantially all of the properties and assets of Alcentra in accordance with Section 801, the successor Person formed by such consolidation or into which Alcentra is merged or to which such conveyance, transfer or lease is made, shall succeed to, and be substituted for, and may exercise every right and power of, Alcentra under the Indenture with the same effect as if such successor Person had been named as the Company therein, and thereafter, Alcentra shall be discharged from all obligations and covenants under the Indenture and the Notes and may be dissolved and liquidated;
WHEREAS, Crescent Capital BDC, Inc., a Delaware corporation and the direct parent company of Crescent Capital BDC Maryland (Parent), entered into an Agreement and Plan of Merger, dated as of August 12, 2019, by and among Parent, Atlantis Acquisition Sub, Inc., a Delaware corporation and a wholly owned direct subsidiary of Parent (Acquisition Sub), Alcentra and Crescent Cap Advisors, LLC (the Original Merger Agreement), as amended by Amendment No. 1 to the Original Merger Agreement, dated as of September 27, 2019, pursuant to which (i) Parent will merge with and into Crescent Capital BDC Maryland, resulting in a reincorporation from the state of Delaware to the state of Maryland, (ii) Acquisition Sub will merge with and into Alcentra, with Alcentra surviving such merger, and (iii) immediately thereafter, Alcentra will merger with and into Crescent Capital BDC Maryland, with Crescent Capital BDC Maryland surviving such merger (collectively, the Transactions);