Form 8-K Corporate Capital Trust, For: Nov 08

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

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FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934

 

Date of Report (Date of Earliest Event Reported): November 8, 2017

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CORPORATE CAPITAL TRUST, INC.

(Exact name of Registrant as specified in its charter)

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Maryland	814-00827	27-2857503
(State or Other Jurisdiction of Incorporation or Organization)	(Commission File Number)	(I.R.S. Employer Identification No.)
	CNL Center at City Commons 450 South Orange Avenue Orlando, Florida 32801 (Address of Principal Executive Offices; Zip Code)

Registrant’s telephone number, including area code: (866) 745-3797

 

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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by checkmark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

Item 3.03. Material Modification to Rights of Security Holders

Pursuant to the current distribution reinvestment plan (the “Current DRP”) of Corporate Capital Trust, Inc. (the “Company”), shareholders may elect to have the full amount of cash distributions (“Distributions”) reinvested in additional shares of the Company’s common stock. In connection with the proposed listing (the “Listing”) of the Company’s shares of common stock on the New York Stock Exchange (“NYSE”), the board of directors of the Company (the “Board”) approved a second amended and restated distribution reinvestment plan (the “New DRP”).

Pursuant to the New DRP, the Company will reinvest all Distributions declared by the Board on behalf of investors who do not elect to receive their Distributions in cash (the “Participants”). As a result, if the Board declares a Distribution, then shareholders who have not “opted out” of the New DRP will have their Distributions automatically reinvested in additional shares of the Company’s common stock as described below.

The Company anticipates that, after the effective date of the New DRP, existing shareholders who have not elected to participate in the Current DRP as of the effective date of the New DRP will continue to receive their Distributions in cash until such time as such shareholder otherwise notifies DST Systems, Inc., the plan administrator and the Company’s transfer agent and registrar (the “Plan Administrator), in accordance with the terms of the New DRP. However, existing shareholders whose shares are held by a broker or other financial intermediary may be subject to the policies of such broker or other financial intermediary, which may require further action by such shareholders with respect to the New DRP.

After the effective date of the New DRP, no action will be required on the part of any new shareholder to have its Distributions reinvested in shares of the Company’s common stock. A new registered shareholder will be able to elect to receive a Distribution in cash by notifying the Plan Administrator, in writing, so long as notice is received by the Plan Administrator no later than 15 days prior to the record date for a Distribution. New shareholders whose shares are held by a broker or other financial intermediary may be able to receive Distributions in cash by notifying their broker or other financial intermediary of their election.

With respect to each Distribution pursuant to the New DRP, the Company reserves the right to either issue new shares of the Company’s common stock or purchase such shares in the open market. Unless the Company, in its sole discretion, otherwise directs the Plan Administrator, (A) if the market price per share is equal to or greater than the net asset value per share, then the Company will issue shares of the Company’s common stock at the greater of (i) net asset value per share and (ii) 95% of the market price per share; and (B) if the market price per share is less than the net asset value per share, then, in the sole discretion of the Company, (i) shares of Company’s common stock will be purchased in open market transactions for the accounts of Participants to the extent practicable, or (ii) the Company will issue shares of its common stock at net asset value per share. Pursuant to the terms of the New DRP, the number of shares of the Company’s common stock to be issued to a Participant will be determined by dividing the total dollar amount of the Distribution payable to a Participant by the price per share at which the Company issues such shares. However, shares purchased in open market transactions by the Plan Administrator will be allocated to a Participant based on the average purchase price, excluding any brokerage charges or other charges, of all shares of the Company’s common stock purchased in the open market. The Plan Administrator will establish an account for shares acquired through the New DRP for each shareholder who has not elected to receive Distributions in cash.

All correspondence concerning the New DRP should be directed to the Plan Administrator by mail at P.O. Box 219984, Kansas City, Missouri 64121-9984 or by telephone at 844-857-4557.

The New DRP will become effective on the later of (a) November 23, 2017 and (b) the Listing. The foregoing summary of the New DRP is qualified in its entirety by the full text of the New DRP, a copy of which is attached hereto as Exhibit 4.1 and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits

Exhibit Number		Description
4.1		Second Amended and Restated Distribution Reinvestment Plan

Forward Looking Statements

The information in this report may include “forward-looking statements.” These statements are based on the beliefs and assumptions of the Company’s management and on the information currently available to management at the time of such statements. Forward-looking statements generally can be identified by the words “believes,” “expects,” “intends,” “plans,” “estimates” or similar expressions that indicate future events. Important factors that could cause actual results to differ materially from the Company’s expectations include the ability of the Company to complete the Listing, the ability of the Company to complete the Listing, the price at which the Company’s shares of common stock may trade on the NYSE, and such other factors that are disclosed in the Company’s filings with the SEC, including the Company’s annual report on Form 10-K for the year ended December 31, 2016, which was filed with the SEC on March 20, 2017. The Company undertakes no obligation to update such statements to reflect subsequent events.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this Current Report on Form 8-K to be signed on its behalf by the undersigned hereunto duly authorized.

	CORPORATE CAPITAL TRUST, INC. a Maryland corporation
Date:  November 8, 2017	By:	/s/ Chirag J. Bhavsar
		Chirag J. Bhavsar Chief Financial Officer

 

CORPORATE CAPITAL TRUST, INC. 8-K

 

Exhibit 4.1

 

SECOND AMENDED AND RESTATED DISTRIBUTION REINVESTMENT PLAN

Corporate Capital Trust, Inc., a Maryland corporation (the “Company”), hereby adopts the following plan (the “Plan”) with respect to cash dividends or distributions (each, a “Distribution”) declared by its Board of Directors (the “Board of Directors”) on shares of its common stock, par value $0.001 per share (the “Common Stock”):

1. Unless a stockholder specifically elects to receive cash in accordance with the Plan, all Distributions declared after the effective date hereof by the Board of Directors shall be payable in shares of Common Stock, and no action shall be required on such stockholder’s part to receive a Distribution in shares of Common Stock. DST Systems, Inc., the plan administrator and the Company’s transfer agent and registrar (collectively the “Plan Administrator”), will establish an account for shares of Common Stock received pursuant to the Plan for each stockholder who has not affirmatively elected to receive Distributions in cash (each a “Participant”).  The Plan Administrator may hold each Participant’s shares of Common Stock, together with the shares of Common Stock of other Participants, in the Plan Administrator’s name or that of its nominee. Notwithstanding anything herein to the contrary and subject to certain limitations and exceptions, a stockholder who was not a participant in the Amended and Restated Distribution Reinvestment Plan (effective as of November 1, 2017) as of immediately prior to the effective date hereof may continue to receive Distributions in cash until such time as such stockholder otherwise notifies the Plan Administrator in accordance with Section 4.

2. Such Distributions shall be payable on such date or dates (each, a “Payment Date”) 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(s) established by the Board of Directors for such Distribution.

3. With respect to each Distribution pursuant to the Plan, the Company reserves the right to either issue new shares of Common Stock or purchase shares of Common Stock in the open market for the accounts of Participants in connection with implementation of the Plan. Unless the Company, in its sole discretion, otherwise directs the Plan Administrator:

(A) if the Market Price (as defined below) is equal to or greater than NAV (as defined below), then the Company shall issue shares of Common Stock at the greater of (i) NAV or (ii) 95% of the Market Price; or

(B) if the Market Price is less than the NAV, then, in the sole discretion of the Company, (i) shares of Common Stock shall be purchased in open market transactions for the accounts of Participants to the extent practicable, or (ii) the Company shall issue shares of Common Stock at NAV.

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 the Participant by the price at which the Company issues such shares of Common Stock pursuant to Section 3.(A)(i), 3.(A)(ii) or 3.(B)(ii), as applicable. Shares of Common Stock purchased in open market transactions pursuant to Section 3.(B)(i) will be allocated to a Participant based on the average purchase price, excluding any brokerage charges or other charges, of all shares of Common Stock purchased in the open market with respect to such Distribution. “Market Price” means the market price per share of the Common Stock at the close of regular trading on the New York Stock Exchange or any other exchange or inter-dealer quotation system that represents the principal trading market for the shares of Common Stock (the “Principal Trading Market”) on the Payment Date, or if no sale is reported for such day, the average of the reported bid and asked prices. “NAV” means the net asset value per share (as estimated in good faith by the Company and rounded up to the nearest whole cent) of Common Stock on the Payment Date.

4. A stockholder may, however, affirmatively elect to receive such stockholder’s Distributions in cash. Except as may otherwise be permitted by the Company in its sole discretion, the election will be effective immediately if such stockholder notifies the Plan Administrator in writing not less than 15 days prior to the record date fixed by the Board of Directors for the next Distribution; otherwise, such election will be effective only with respect to any subsequent Distribution.  Such election shall remain in effect until the stockholder shall notify the Plan Administrator in writing of such stockholder’s withdrawal of the election, which withdrawal will be effective immediately if such stockholder notifies the Plan Administrator in writing not less than 15 days prior to the record date fixed by the Board of Directors for the next Distribution; otherwise, such withdrawal will be effective only with respect to any subsequent Distribution.

5. The Plan Administrator will confirm to each Participant each issuance or acquisition made pursuant to the Plan on such Participant’s behalf as soon as practicable, but not later than 30 days after the date thereof.  Although each Participant may from time to time have a fractional interest (computed to three decimal places) in a share of Common Stock of the Company, no certificates for a fractional share will be issued. However, Distributions on fractional shares will be credited to each Participant’s account.

6. The Plan Administrator or another agent designated by the Company will forward to each Participant any proxy solicitation materials related to the Company and each report or other communication of the Company delivered to stockholders, and will vote any shares of Common Stock held by it under the Plan in accordance with the instructions set forth on proxies returned to the Company by Participants.

7. In the event that the Company makes available to its stockholders rights to purchase additional shares of Common Stock or other securities, the shares of Common Stock held by the Plan Administrator for each Participant under the Plan will be added to any other shares of Common Stock held by the Participant in calculating the number of rights to be issued to the Participant.

8. There will be no brokerage charges or other sales charges on newly-issued shares of Common Stock acquired by a stockholder under the Plan. The Plan Administrator’s service fee, if any, and expenses for administering the Plan will be paid for by the Company. If a Participant elects by written notice to the Plan Administrator to have the Plan Administrator sell part or all of the shares of Common Stock held by the Plan Administrator in the Participant’s account and remit the proceeds to the Participant, whether upon termination of the Plan by the Company, termination by a Participant of such Participant’s account under the Plan or otherwise, the Plan Administrator shall be authorized to deduct from the proceeds a $20.00 transaction fee for each transaction requested by a Participant, plus any applicable brokerage commission.

9. The Plan Administrator will be responsible for generating or providing a Form 1099-DIV or any related tax forms associated with any Distributions that are reinvested or paid out.

10. Each Participant may terminate such Participant’s account under the Plan by so notifying the Plan Administrator in writing.  Such termination will be effective immediately if the Participant’s notice is received by the Plan Administrator not less than 15 days prior to the record date fixed by the Board of Directors for the next Distribution; otherwise, such termination will be effective only with respect to any subsequent Distribution.  The Plan may be terminated or suspended from time to time by the Company upon notice in writing mailed to each Participant or by including the notice in a Form 8-K filed with the Securities and Exchange Commission (the “SEC”), in each case at least three days prior to any record date for the payment of any Distribution by the Company; if such notice is mailed or filed fewer than three days prior to such record date, such termination or suspension will be effective immediately following the Payment Date for such Distribution.  During any suspension of the Plan, all Distributions declared by the Board of Directors shall be payable in cash. The Plan may be reactivated following any suspension by the Company upon notice of such reactivation in a Form 8-K filed with the SEC. Upon any termination of the Plan by the Company or by a Participant of such Participant’s account under the Plan, the Plan Administrator will cause whole shares of Common Stock held for the Participant under the Plan to be credited to the Participant in book-entry form with the Company’s transfer agent and a cash adjustment for any fractional shares to be paid to the Participant at the market price per share of Common Stock at the close of regular trading on the Principal Trading Market on the date of such termination. If no sale is reported on the Principal Trading Market on the date of such termination, then the market price for the purpose of the payment of the cash adjustment for any fractional shares shall be the average of their electronically-reported bid and asked prices on the Principal Trading Market on such termination date. The Plan Administrator is authorized to deduct a $20.00 transaction fee plus a $0.10 per share brokerage commission from the proceeds of the sale of any fractional share.

11. These terms and conditions may be amended or supplemented by the Company at any time but, except when necessary or appropriate to comply with applicable law or the rules, regulations or policies of the SEC or any other regulatory authority, only by mailing to each Participant appropriate written notice or by including the amendment or supplement in a Form 8-K filed with the SEC, in each case at least three days prior to the effective date thereof.  The amendment or supplement shall be deemed to be accepted by each Participant unless, prior to the effective date thereof, the Plan Administrator receives written notice of the termination of such Participant’s account under the Plan.  Any such amendment or supplement may include an appointment by the Plan Administrator in its place and stead of a successor agent under these terms and conditions, with full power and authority to perform all or any of the acts to be performed by the Plan Administrator under the terms and conditions agreed upon by the Company.  Upon any such appointment of any agent for the purpose of receiving Distributions, the Company shall be authorized to pay to such successor agent, for each Participant’s account, all Distributions payable on shares of Common Stock held in the Participant’s name or under the Plan for retention or application by such successor agent as provided in these terms and conditions.

12. The Plan Administrator will at all times act in good faith and use its best efforts within reasonable limits to ensure its full and timely performance of all services to be performed by it under the Plan and to comply with applicable law, but assumes no responsibility and shall not be liable for loss or damage due to errors unless such error is caused by the Plan Administrator’s negligence, bad faith, or willful misconduct or that of its employees or agents.

13. These terms and conditions of the Plan shall be governed by and construed in accordance with the laws of the State of Maryland, without regard to any conflict of laws principals or rules thereof, to the extent such principals would require or permit the application of the laws of another jurisdiction, and the Investment Company Act of 1940, as amended (the “1940 Act”).  In the event of a conflict, the applicable provisions of the 1940 Act shall control.

Effective Date: November ______, 2017

 

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