04/01/2025 | Press release | Distributed by Public on 04/01/2025 15:07
Filed by the Registrant ☒
|
Filed by a party other than the Registrant ☐
|
||
☐
|
Preliminary Proxy Statement
|
☐
|
Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
|
☒
|
Definitive Proxy Statement
|
☐
|
Definitive Additional Materials
|
☐
|
Soliciting Material Pursuant to § 240.14a-12
|
☒
|
No fee required.
|
☐
|
Fee paid previously with preliminary materials.
|
☐
|
Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
|
Sincerely,
|
|||
/s/ Eric Hall
|
|||
Eric Hall
|
|||
Chief Executive Officer
|
|||
1.
|
to consider and vote upon the election of two Class I Directors of the Corporation who will each serve until the 2028 annual meeting of stockholders and until their respective successor is duly elected and qualifies;
|
2.
|
to consider and vote upon the ratification of the selection of Ernst & Young LLP ("E&Y") as the Corporation's independent registered public accounting firm for the fiscal year ending December 31, 2025; and
|
3.
|
to consider and vote upon the transaction of such other business as may properly come before the Annual Meeting or at any adjournment thereof.
|
By Order of the Board of Directors,
|
|||
/s/ George P. Hawley
|
|||
George P. Hawley
|
|||
Secretary
|
|||
April 1, 2025
|
|||
Los Angeles, California
|
|||
•
|
Instructions on how to attend and participate via the Internet, including how to demonstrate proof of stock ownership, are posted at www.virtualshareholdermeeting.com/CPCI2025.
|
•
|
Assistance with questions regarding how to attend and participate via the Internet will be provided at www.virtualshareholdermeeting.com/CPCI2025 on the day of the Annual Meeting.
|
•
|
Webcast starts at 10:15 a.m. Pacific Time.
|
•
|
You will need your 16-digit control number to enter the Annual Meeting.
|
•
|
Stockholders may submit questions while attending the Annual Meeting via the Internet.
|
Shares Beneficially Owned
|
||||||
Name and Address
|
Number
|
Percentage
|
||||
Interested Directors
|
||||||
Jason A. Breaux
|
None
|
-
|
||||
Christopher G. Wright
|
None
|
-
|
||||
Independent Directors
|
||||||
Kathleen S. Briscoe
|
None
|
-
|
||||
Susan Yun Lee
|
None
|
-
|
||||
Martha Solis-Turner
|
None
|
-
|
||||
Executive Officers Who Are Not Directors
|
||||||
Eric Hall
|
None
|
-
|
||||
Raymond Barrios
|
None
|
-
|
||||
Kirill Bouek
|
None
|
-
|
||||
Erik Barrios
|
None
|
-
|
||||
George P. Hawley
|
None
|
-
|
||||
Other
|
||||||
All Officers and Directors as a Group (10 persons)
|
None
|
-
|
||||
5% Holders
|
||||||
1832 Asset Management L.P.(1)
|
434,477
|
6.2%
|
||||
MD Financial Management Inc.(1)
|
407,407
|
5.8%
|
||||
Sun Life Financial Inc. (2)
|
5,874,723
|
84.0%
|
||||
(1)
|
Information obtained from a Schedule 13G/A jointly filed by 1832 Asset Management L.P. ("1832") and MD Financial Management Inc. ("MD Financial") with the SEC on February 14, 2025 reporting share ownership as of January 31, 2025. As of January 31, 2025, (i) 1832 had sole voting power over 180,056 Common Shares and sole dispositive power over 434,477 Common Shares and (ii) MD Financial had sole voting power over 168,838 Common Shares and sole dispositive power over 407,407 Common Shares. The aggregate amounts reported on such joint Schedule 13G/A filing equal 841,884 Common Shares, which represents 12% of the Common Shares outstanding as of the Record Date. The address of 1832 is Scotiabank North, 40 Temperance Street, 16th Floor, Toronto, Ontario, M5H 0B4, Canada. The address of MD Financial is 1870 Alta Vista Drive, Ottawa, Ontario, K1G 6R7, Canada.
|
(2)
|
Information obtained from a Schedule 13G/A filed by BK Canada Holdings Inc. ("BK Canada"), Sun Life Assurance Company of Canada ("Sun Life Assurance") and Sun Life Financial Inc., the parent holding company of each of BK Canada and Sun Life Assurance ("Sun Life" and together with BK Canada and Sun Life Assurance, the "Sun Life Entities"), with the SEC on February 14, 2025 reporting share ownership as of September 30, 2024. As of September 30, 2024, (i) BK Canada held 4,674,723 Common Shares over which it had sole voting and dispositive power, (ii) Sun Life Assurance held 1,200,000 Common Shares over which it had sole voting and dispositive power, and (iii) Sun Life, the parent holding company of each of BK Canada and Sun Life Assurance, held shared voting and dispositive power over the Common Shares held by each of BK Canada and Sun Life Assurance. The address for each of the Sun Life Entities is One York Street, Toronto, Ontario, Canada, M5J 0B6.
|
Name and Age
|
Position(s) held
with the
Corporation
|
Term of Office and
Length of
Time Served
|
Principal
Occupation(s) During
the Past Five Years
|
Number of
Portfolio
Companies
in Fund
Complex
Overseen
by
Directors(1)
|
Other
Directorships
Held During
the Past
Five Years
|
||||||||||
Kathleen S. Briscoe
(Born 1960) Independent Director
|
Director and Chair of the Nominating and Corporate Governance Committee
|
Class I Director since 2023; Term expires at the Annual Meeting; standing for reelection
|
Partner and Chief Capital Officer of Dermody Properties (real estate firm)
|
3
|
CCAP, CCS IX BDC, Crescent Acquisition Corp, Griffin Capital Essential Asset REIT, Inc., and Resmark Properties.
|
||||||||||
Jason A. Breaux(2)
(Born 1973)
|
Director and Chair of the Board
|
Class I Director since 2023; Term expires at the Annual Meeting; standing for reelection; Chair of the Board since 2023
|
Chief Executive Officer of CCAP (publicly traded BDC) and served as President of CCAP from June 2021 until February 2024, Chairman of Crescent Cap Advisors, LLC's investment committee and Managing Director of Crescent Capital Group LP ("Crescent") within private credit
|
2
|
None
|
||||||||||
(1)
|
As of the date of this proxy statement, the Fund Complex consists of the Corporation, CCAP and CCX IX BDC.
|
(2)
|
Mr. Breaux is deemed to be an "interested person" of the Corporation under the 1940 Act because of his affiliation with the Advisor.
|
Name and Age
|
Position(s) held
with the
Corporation
|
Term of Office and
Length of
Time Served
|
Principal
Occupation(s) During
the Past Five Years
|
Number of
Portfolio
Companies
in Fund
Complex
Overseen
by
Directors(1)
|
Other
Directorships
Held During
the Past
Five Years
|
||||||||||
Susan Yun Lee (Born 1980) Independent Director
|
Director and Chair of the Audit Committee
|
Class II Director since 2023; Term expires 2026
|
Chief Investment Officer of Clif Family Foundation (endowed foundation), Owner of Rocketbox, LLC (private investment firm), Partner of White Road Capital Management (family office), Chief Investment Officer of Sentinel Management, LLC (single family office)
|
3
|
CCAP, CCS IX BDC, American Battery Technology Company.
|
||||||||||
Christopher G. Wright(2)
(Born 1972)
|
Director
|
Class II Director since 2023; Term expires 2026
|
Managing Director and Head of Private Markets of Crescent's Management Committee (alternative asset manager)
|
1
|
None
|
||||||||||
Name and Age
|
Position(s) held
with the
Corporation
|
Term of Office and
Length of
Time Served
|
Principal
Occupation(s) During
the Past Five Years
|
Number of
Portfolio
Companies
in Fund
Complex
Overseen
by
Directors(1)
|
Other
Directorships
Held During
the Past
Five Years
|
||||||||||
Martha Solis-Turner
(Born 1963) Independent Director
|
Director
|
Class III Director since 2023; Term expires 2027
|
Class Officer Dartmouth, Class of 1982 (alumni association), Community Leadership Board Member, Mile High Early Learning Centers (early childhood education center)
|
2
|
CCS IX BDC.
|
||||||||||
(1)
|
As of the date of this proxy statement, the Fund Complex consists of the Corporation, CCAP and CCS IX BDC.
|
(2)
|
Mr. Wright is deemed to be an "interested person" of the Corporation under the 1940 Act because of his affiliation with the Advisor.
|
Name of Director
|
Dollar Range of
Shares of the
Corporation(1)(2)
|
||
Independent Directors
|
|||
Kathleen S. Briscoe
|
None
|
||
Martha Solis-Turner
|
None
|
||
Susan Yun Lee
|
None
|
||
Interested Directors
|
|||
Jason A. Breaux
|
None
|
||
Christopher G. Wright
|
None
|
||
(1)
|
Beneficial ownership has been determined in accordance with Rule 16a-1(a)(2) of the Exchange Act.
|
(2)
|
The dollar range of equity securities expected to be beneficially owned are: none, $1-$10,000, $10,001-$50,000, $50,001-$100,000 or over $100,000.
|
Name and Age
|
Position(s) held
with
the Corporation
and
Length of Time
Served
|
Principal Occupation(s)
During Past Five Years
|
||||
Eric Hall
(Born 1982)
|
Chief Executive Officer since 2023
|
Chief Executive Officer of the Corporation and Managing Director of Crescent within private credit. Prior to joining Crescent, Mr. Hall was a Financial Analyst in Lehman Brother's Investment Banking Division (investment banking company).
|
||||
Raymond Barrios
(Born 1978)
|
President since 2023
|
President of the Corporation and Managing Director of CCAP and Crescent, focusing on private credit. Mr. Barrios is currently a senior investment professional for Crescent Cap Advisors and was previously a member of the Mezzanine Product Group. He is also the Co-Chief Executive Officer of CCS IX BDC.
|
||||
Kirill Bouek
|
Chief Financial
|
Chief Financial Officer of the Corporation and Controller of CCAP.
|
||||
Name and Age
|
Position(s) held
with
the Corporation
and
Length of Time
Served
|
Principal Occupation(s)
During Past Five Years
|
||||
(Born 1984)
|
Officer since 2023
|
Prior to joining Crescent, Mr. Bouek worked at THL Credit (alternative credit investment manager), where he was the Controller for its private debt business, which included a publicly traded BDC and several private fund structures.
|
||||
George P. Hawley
(Born 1968)
|
Secretary since 2023
|
Secretary of the Corporation, CCAP and CCS IX BDC, General Counsel of Crescent.
|
||||
Erik Barrios
(Born 1978)
|
Chief Compliance Officer since 2023
|
Chief Compliance Officer of the Corporation, CCAP and CCS IX BDC, Senior Vice President, Legal Counsel and Deputy Chief Compliance Officer of Crescent. Prior to joining Crescent in 2022, Mr. Barrios was Vice President, Legal & Compliance at The Carlyle Group (private equity, alternative asset management and financial services company).
|
||||
Annual Committee Chair Cash
Retainer
|
|||||||||||||||
Annual Cash Retainer
|
Board
Meeting
Fee
|
Audit
|
Nominating and
Governance
|
Committee
Meeting Fee
|
Special
Meeting Fee
|
||||||||||
$50,000 (NAV up to $1 billion)
|
$2,500
|
$7,500
|
None
|
$1,000
|
$500
|
||||||||||
$75,000 (NAV $1 billion to $2 billion)
|
$2,500
|
$7,500
|
None
|
$1,000
|
$500
|
||||||||||
$100,000 (NAV greater than $2 billion)
|
$2,500
|
$7,500
|
None
|
$1,000
|
$500
|
||||||||||
Name of Director
|
Aggregate Compensation
from the Corporation
|
Aggregate Compensation from the
Fund Complex
|
||||
Independent Directors
|
||||||
Kathleen S. Briscoe
|
$65,500
|
$185,000
|
||||
Martha Solis - Turner
|
$65,500
|
$65,500
|
||||
Susan Yun Lee
|
$73,120
|
$192,740
|
||||
Interested Directors
|
||||||
Jason A. Breaux
|
None
|
None
|
||||
Christopher G. Wright
|
None
|
None
|
||||
For the years ended
December 31,
|
||||||
2024
|
2023
|
|||||
Audit Fees
|
$233,450
|
$115,000
|
||||
Audit-Related Fees
|
$20,000
|
$45,000
|
||||
Aggregate Non-Audit Fees:
|
-
|
-
|
||||
Tax Fees
|
-
|
-
|
||||
All Other Fees
|
-
|
-
|
||||
Total Aggregate Non-Audit Fees
|
-
|
-
|
||||
Total Fees
|
$253,450
|
$160,000
|
||||
1
|
The material in this report is not "soliciting material," is not deemed "filed" with the SEC, and is not to be incorporated by reference into any filing of the Corporation under the Securities Act of 1933, as amended, or the Exchange Act, whether made before or after the date hereof and irrespective of any general incorporation language in any such filing.
|