What changed in this filing

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Item 1A. Risk Factors

2021-02-24 compared with 2020-03-04 · 990 added, 987 removed, 463 unchanged (81% of the section changed)

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decline, and an investor may lose all or part of his or her investment.

Risks Relating to our Business and Structure

Risks Relating to the COVID-19

Global economic, political and market conditions caused by the current public health crisis have (and in the future, could further)

adversely affect our business, results of operations and financial condition and those of our portfolio companies.

A novel strain of coronavirus

initially appeared in China in late 2019 and rapidly spread to other countries, including the United States.

In an attempt to slow the spread of the coronavirus, governments around the world, including the United States, placed restrictions on

travel, issued stay at home orders and ordered the temporary closure of certain businesses, such as factories and retail

Such restrictions and closures impacted supply chains, consumer demand and/or the operations of many businesses.

As jurisdictions around the United States and the world continue to

experience surges in cases of COVID-19 and governments consider pausing the lifting of or re-imposing restrictions, there is considerable uncertainty surrounding the

full economic impact of the coronavirus pandemic and the long-term effects on the U.S.

and global financial markets.

Any disruptions in the capital

markets, as a result of the COVID-19 pandemic or otherwise, may increase the spread between the yields realized on risk-free and higher risk securities and can result in illiquidity in parts of the capital

markets, significant write-offs in the financial sector and re-pricing of credit risk in the broadly syndicated market.

These and any other unfavorable economic conditions could increase our funding costs,

limit our access to the capital markets or result in a decision by lenders not to extend credit to us.

During the spring of 2020, the occurrence of these events negatively impacted the fair value of the investments that we held and, if they were to

occur again in the future, could limit our investment originations (including as a result of the investment professionals of our Adviser diverting their time to the restructuring of certain investments), negatively impact our operating results and

limit our ability to grow.

In addition, our success depends in substantial part on the management, skill and acumen of our Adviser, whose operations may be adversely impacted, including through quarantine measures and travel restrictions imposed on

its investment professionals or service providers, or any related health issues of such investment professionals or service providers.

In addition, the

restrictions and closures and related market conditions resulted in, and if re-imposed in the future, could further result in certain of our portfolio companies halting or significantly curtailing operations

and negative impacts to the supply chains of certain of our portfolio companies.

The financial results of middle-market companies, like those in which we invest, experienced deterioration, which could ultimately lead to difficulty in meeting debt

service requirements and an increase in defaults, and further deterioration will further depress the outlook for those companies.

Further, adverse economic conditions decreased and may in the future decrease the value of collateral securing some of

our loans and the value of our equity investments.

Such conditions have required and may in the future require us to modify the payment terms of our investments, including changes in PIK interest provisions and/or cash interest rates.

performance of certain of our portfolio companies has been, and in the future may be, negatively impacted by these economic or other conditions, which can result in our receipt of reduced interest income from our portfolio companies and/or realized

and unrealized losses related to our investments, and, in turn, may adversely affect distributable income and have a material adverse effect on our results of operations.

In addition, as governments ease

COVID-19 related restrictions, certain of our portfolio companies may experience increased health and safety expenses, payroll costs and other operating expenses.

In December 2020, the U.S.

Food and Drug Administration authorized vaccines produced by Pfizer-BioNTech and Moderna

for emergency use.

However, it remains unclear how quickly the vaccines will be distributed nationwide and globally or when herd immunity will be achieved and the restrictions that were imposed to slow the spread of the virus will be

lifted entirely.

The delay in distributing the vaccines could lead people to continue to self-isolate and not participate in the economy at pre-pandemic levels for a prolonged period of time.

Even after the COVID-19 pandemic subsides, the U.S.

economy and most other major global economies may continue to experience a recession, and our business and operations, as well as the business and operations of our portfolio

companies, could be materially adversely affected by a prolonged recession in the United States and other major markets.

As the potential impact of the

coronavirus remains difficult to predict, the extent to which the coronavirus could negatively affect our and our portfolio companies operating results or the duration or reoccurrence of any potential business or supply-chain disruption is

Any potential impact to our results of operations will depend to a large extent on future developments regarding the duration and severity of the coronavirus and the actions taken by governments (including stimulus measures or the lack

thereof) and their citizens to contain the coronavirus or treat its impact, all of which are beyond our control.

Risks Relating to our Business and

We have a limited operating history.

formed in February 2015 and commenced operations on June 26, 2015.

As a result of our limited operating history, we are subject to the business risks and uncertainties associated with recently formed businesses, including the risk that we

will not achieve our investment objective and that the value of an investors investment could decline substantially.

We are dependent upon

key personnel of CCG LP and the Advisor.

We were formed in February 2015 and commenced operations on June 26, 2015.

As a result of our limited operating history, we are subject to the

business risks and uncertainties associated with recently formed businesses, including the risk that we will not achieve our investment objective and that the value of an investors investment could decline substantially.

We are dependent upon key personnel of Crescent and the Adviser.

We do not have any internal management capacity or employees.

Our ability to achieve our investment

objective will depend on our ability to manage our business and to grow our investments and earnings.

This will depend, in turn, on the diligence, skill and network of business contacts of the senior professionals of CCG LP.

We expect that these

senior professionals will evaluate, negotiate, structure, close and monitor our investments in accordance with the terms of our Investment Advisory Agreement.

We can offer no assurance, however, that senior professionals of CCG LP will continue to

provide investment advice to us.

If these individuals do not maintain their employment or other relationships with CCG LP and do not develop new relationships with other sources of investment opportunities available to us, we may not be able to grow

our investment portfolio.

In addition, individuals with whom the senior professionals of CCG LP have relationships are not obligated to provide us with investment opportunities.

Therefore, we can offer no assurance that such relationships will

generate investment opportunities for us.

The Advisor is an affiliate of CCG LP and will depend upon access to the investment professionals and other

resources of CCG LP to fulfill its obligations to us under the Investment Advisory Agreement.

The Advisor will also depend upon such investment professionals to obtain access to deal flow generated by CCG LP.

Under a Resource Sharing Agreement, CCG

LP has agreed to provide the Advisor with the experienced investment professionals necessary to fulfill its obligations under the Investment Advisory Agreement.

The Resource Sharing Agreement provides that CCG LP will make available to the Advisor

experienced investment professionals and access to the resources of CCG LP for purposes of evaluating, negotiating, structuring, closing and monitoring our investments.

Although we are a third-party beneficiary of the Resource Sharing Agreement, it

may be terminated by either party on 60 days notice.

We cannot assure investors that CCG LP will fulfill its obligations under the agreement.

We cannot assure investors that the Advisor will enforce the Resource Sharing Agreement if CCG LP

fails to perform, that such agreement will not be terminated by either party or that we will continue to have access to the investment professionals of CCG LP and its affiliates or their information and deal flow.

CCG LPs and the Advisors investment professionals, which are currently composed of the same personnel, have substantial responsibilities in

connection with the management of other CCG LP clients.

The personnel of CCG LP may be called upon to provide managerial assistance to our portfolio companies.

These demands on their time, which may increase as the number of investments grow, may

distract them or slow our rate of investment.

The Advisors investment committee, which provides oversight over our investment activities, is

provided to us by the Advisor under the Investment Advisory Agreement.

The loss of any member of the Advisors investment committee or of other senior professionals of CCG LP would limit our ability to achieve our investment objective and

operate as we anticipate.

Our ability to achieve our investment objective will depend on our ability to manage our business

and to grow our investments and earnings.

This will depend, in turn, on the diligence, skill and network of business contacts of Crescents senior professionals.

We expect that these senior professionals will evaluate, negotiate, structure,

close and monitor our investments in accordance with the terms of our Investment Advisory Agreement.

We can offer no assurance, however, that Crescents senior professionals will continue to provide investment advice to us.

If these individuals

do not maintain their employment or other relationships with Crescent and do not develop new relationships with other sources of investment opportunities available to us, we may not be able to grow our investment portfolio.

In addition, individuals

with whom Crescents senior professionals have relationships are not obligated to provide us with investment opportunities.

Therefore, we can offer no assurance that such relationships will generate investment opportunities for us.

The Adviser is an affiliate of Crescent and will depend upon access to the investment professionals and

Crescents other resources to fulfill its obligations to us under the Investment Advisory Agreement.

The Adviser will also depend upon such investment professionals to obtain access to deal flow generated by Crescent.

Under a Resource Sharing

Agreement, Crescent has agreed to provide the Adviser with the experienced investment professionals necessary to fulfill its obligations under the Investment Advisory Agreement.

The Resource Sharing Agreement provides that Crescent will make

available to the Adviser experienced investment professionals and access to Crescents resources for purposes of evaluating, negotiating, structuring, closing and monitoring our investments.

Although we are a third-party beneficiary of the

Resource Sharing Agreement, it may be terminated by either party on 60 days notice.

We cannot assure investors that Crescent will fulfill its obligations under the agreement.

We cannot assure investors that the Adviser will enforce the

Resource Sharing Agreement if Crescent fails to perform, that such agreement will not be terminated by either party or that we will continue to have access to Crescents investment professionals and its affiliates or their information and deal

Crescents and the Advisers investment professionals, which are currently composed of the same personnel, have substantial

responsibilities in connection with the management of other Crescent clients.

Crescents personnel may be called upon to provide managerial assistance to our portfolio companies.

These demands on their time, which may increase as the number of

investments grow, may distract them or slow our rate of investment.

The Advisers investment committee, which provides oversight over our investment

activities, is provided to us by the Adviser under the Investment Advisory Agreement.

The loss of any member of the Advisers investment committee or of Crescents other senior professionals would limit our ability to achieve our

investment objective and operate as we anticipate.

This could have a material adverse effect on our financial condition, results of operations and cash flows.

Further, we depend

upon CCG LP to maintain its relationships with private equity sponsors, placement agents, investment banks, management groups and other financial institutions, and we expect to rely to a significant extent upon these relationships to provide us with

potential investment opportunities.

If CCG LP fails to maintain such relationships, or to develop new relationships with other sources of investment opportunities, we will not be able to grow our investment portfolio.

In addition, individuals with

whom the senior professionals of CCG LP have relationships are not obligated to provide us with investment opportunities, and we can offer no assurance that these relationships will generate investment opportunities in the future.

We may not replicate the historical results achieved by CCG LP.

Our primary focus in making investments may differ from those of existing investment funds, accounts or other investment vehicles that are or have been managed

by members of the Advisors investment committee or by CCG LP.

Further, we depend upon Crescent to maintain its relationships with private equity sponsors, placement agents, investment banks, management groups and other

financial institutions, and we expect to rely to a significant extent upon these relationships to provide us with potential investment opportunities.

If Crescent fails to maintain such relationships, or to develop new relationships with other

sources of investment opportunities, we will not be able to grow our investment portfolio.

In addition, individuals with whom Crescents senior professionals have relationships are not obligated to provide us with investment opportunities, and

we can offer no assurance that these relationships will generate investment opportunities in the future.

We may not replicate the historical

results achieved by Crescent.

Our primary focus in making investments may differ from those of existing investment funds, accounts or other

investment vehicles that are or have been managed by members of the Advisers investment committee or by Crescent.

Past performance should not be relied upon as an indication of future results.

There can be no guarantee that we will replicate our own historical performance, the historical

success of CCG LP or the historical performance of investment funds, accounts or other investment vehicles that are or have been managed by members of the Advisors investment committee or by CCG LP or its employees, and we caution investors

that our investment returns could be substantially lower than the returns achieved by them in prior periods.

We cannot assure you that we will be profitable in the future or that the Advisor will be able to continue to implement our investment

objectives with the same degree of success that it has had in the past.

Additionally, all or a portion of the prior results may have been achieved in particular market conditions which may never be repeated.

Moreover, current or future market

volatility and regulatory uncertainty may have an adverse impact on our future performance.

We depend on CCG LP to manage our business effectively.

Our ability to achieve our investment objective will depend on our ability to manage our business and to grow our investments and earnings.

will depend, in turn, on CCG LPs ability to identify, invest in and monitor portfolio companies that meet our investment criteria.

The achievement of our investment objectives on a cost-effective basis will depend upon CCG LPs execution

of our investment process, its ability to provide competent, attentive and efficient services to us and, to a lesser extent, our access to financing on acceptable terms.

CCG LPs investment professionals will have substantial responsibilities

in connection with the management of other investment funds, accounts and investment vehicles.

The personnel of CCG LP may be called upon to provide managerial assistance to our portfolio companies.

These activities may distract them from servicing

new investment opportunities for us or slow our rate of investment.

Any failure to manage our business and our future growth effectively could have a material adverse effect on our business, financial condition, results of operations and cash flows.

Global capital markets could enter a period of severe disruption and instability.

These conditions

have historically affected and could again materially and adversely affect debt and equity capital markets in the United States and around the world and our business.

There can be no guarantee that we will replicate

our own historical performance, the historical success of Crescent or the historical performance of investment funds, accounts or other investment vehicles that are or have been managed by members of the Advisers investment committee or by

Crescent or its employees, and we caution investors that our investment returns could be substantially lower than the returns achieved by them in prior periods.

We cannot assure you that we will be profitable in the future or that the Adviser will

be able to continue to implement our investment objectives with the same degree of success that it has had in the past.

Additionally, all or a portion of the prior results may have been achieved in particular market conditions which may never be

Moreover, current or future market volatility and regulatory uncertainty may have an adverse impact on our future performance.

on Crescent to manage our business effectively.

Our ability to achieve our investment objective will depend on our ability to manage our business

and to grow our investments and earnings.

This will depend, in turn, on Crescents ability to identify, invest in and monitor portfolio companies that meet our investment criteria.

The achievement of our investment objectives on a

cost-effective basis will depend upon Crescents execution of our investment process, its ability to provide competent, attentive and efficient services to us and, to a lesser extent, our access to financing on acceptable terms.

investment professionals will have substantial responsibilities in connection with the management of other investment funds, accounts and investment vehicles.

Crescents personnel may be called upon to provide managerial assistance to our

portfolio companies.

These activities may distract them from servicing new investment opportunities for us or slow our rate of investment.

Any failure to manage our business and our future growth effectively could have a material adverse effect on

our business, financial condition, results of operations and cash flows.

Global capital markets could enter a period of severe disruption and

These conditions have historically affected and could again materially and adversely affect debt and equity capital markets in the United States and around the world and our business.

From time to time, the global capital markets may experience periods of disruption and instability resulting in increasing spreads between the yields realized

on riskier debt securities and those realized on risk-free securities and a lack of liquidity in parts of the debt capital markets, significant write-offs in the financial services sector relating to subprime mortgages and the re-pricing of credit risk in the broadly syndicated market.

on riskier debt securities and those realized on risk-free securities and a lack of liquidity in parts of the

debt capital markets, significant write-offs in the financial services sector relating to subprime mortgages and the re-pricing of credit risk in the

broadly syndicated market.

Deteriorating market conditions could result in increasing volatility and illiquidity in the global credit, debt and equity markets generally.

and ultimate effect of such market conditions cannot be forecasted.

Deteriorating market conditions and uncertainty regarding economic markets generally could result in declines in the market values of potential investments or declines in the market

values of investments after they are made or acquired by us and affect the potential for liquidity events involving such investments or portfolio companies.

Such declines may be exacerbated by other events, such as the failure of significant financial institutions or hedge funds, dislocations in other investment

markets or other extrinsic events.

Applicable accounting standards require us to determine the fair value of our investments as the amount that would be received in an orderly transaction between market participants at the measurement date.

most of our investments are not publicly traded, as part of the valuation process we consider a number of measures, including comparison to publicly traded securities.

As a result, volatility in the public capital markets can adversely affect our

investment valuations.

During any such periods of market disruption and instability, we and other companies in the financial services sector may have

limited access, if any, to alternative markets for debt and equity capital.

Equity capital may be difficult to raise because, subject to some limited exceptions that will apply to us as a BDC, we will generally not be able to issue additional shares

of our common stock at a price less than net asset value (NAV) without first obtaining approval for such issuance from our stockholders and independent directors.

In addition, our ability to incur indebtedness (including by issuing

preferred stock) is limited by applicable regulations such that our asset coverage, as defined in the 1940 Act, must equal at least 200% (or 150% if certain disclosure and approval requirements are met) immediately after each time we incur

indebtedness.

The duration and ultimate effect of such market conditions cannot be

Deteriorating market conditions and uncertainty regarding economic markets generally could result in declines in the market values of potential investments or declines in the market values of investments after they are made or acquired

by us and affect the potential for liquidity events involving such investments or portfolio companies.

Such declines may be exacerbated by other events,

such as the failure of significant financial institutions or hedge funds, dislocations in other investment markets or other extrinsic events.

Applicable accounting standards require us to determine the fair value of our investments as the amount

that would be received in an orderly transaction between market participants at the measurement date.

While most of our investments are not publicly traded, as part of the valuation process we consider a number of measures, including comparison to

publicly traded securities.

As a result, volatility in the public capital markets can adversely affect our investment valuations.

During any such periods

of market disruption and instability, we and other companies in the financial services sector may have limited access, if any, to alternative markets for debt and equity capital.

Equity capital may be difficult to raise because, subject to some

limited exceptions that will apply to us as a BDC, we will generally not be able to issue additional shares of our common stock at a price less than net asset value (NAV) without first obtaining approval for such issuance from our

stockholders and independent directors.

In addition, our ability to incur indebtedness (including by issuing preferred stock) is limited by applicable regulations such that our asset coverage, as defined in the 1940 Act, as amended, must equal at

least 150% immediately after each time we incur indebtedness.

The debt capital that will be available, if any, may be at a higher cost and on less favorable terms and conditions in the future.

Any inability to raise capital could have a negative effect on our business, financial condition and

results of operations.

A prolonged period of market illiquidity may cause us to reduce the volume of loans and debt securities we originate and/or fund

and adversely affect the value of our portfolio investments, which could have a material and adverse effect on our business, financial condition, results of operations and cash flows.

Any inability to raise capital could have a negative

effect on our business, financial condition and results of operations.

A prolonged period of market illiquidity may cause us to reduce the volume of

loans and debt securities we originate and/or fund and adversely affect the value of our portfolio investments, which could have a material and adverse effect on our business, financial condition, results of operations and cash flows.

Global economic, political and market conditions, including uncertainty about the financial stability of the United States, could have a significant

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recovery in Europe negatively impacts consumer confidence and consumer credit factors, our business, financial condition and results of operations could be significantly and adversely affected.

The Chinese capital markets have also experienced periods of instability over the past several years.

current political climate has also intensified concerns about a potential trade war between the U.S.

and China in connection with each countrys recent or proposed tariffs on the other countrys products.

These market and economic

disruptions and the potential trade war with China have affected, and may in the future affect, the U.S.

capital markets, which could adversely affect our business, financial condition or results of operations.

The current global financial market situation, as well as various social and political circumstances in the U.S.

and around the world, including wars and

other forms of conflict, terrorist acts, security operations and catastrophic events such as fires, floods, earthquakes, tornadoes, hurricanes and global health epidemics (including the coronavirus currently affecting China and the wider global

community), may contribute to increased market volatility and economic uncertainties or deterioration in the U.S.

other forms of conflict, terrorist acts, security operations and catastrophic events such as fires, floods, earthquakes, tornadoes, hurricanes, adverse effects of climate change and global health epidemics (including the COVID-19), may contribute to increased market volatility and economic uncertainties or deterioration in the U.S.

and worldwide.

Additionally, the U.S.

governments credit and deficit concerns, the European sovereign debt crisis, and the

potential trade war with China, could cause interest rates to be volatile, which may negatively impact our ability to access the debt markets on favorable terms.

governments credit and deficit concerns, the European

sovereign debt crisis, and the potential trade war with China, could cause interest rates to be volatile, which may negatively impact our ability to access the debt markets on favorable terms.

Adverse developments in the credit markets may impair our ability to enter into new debt financing arrangements.

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In addition, in an effort to stem losses and reduce their exposure to segments of the economy deemed to be high risk, some financial institutions limited refinancing and

loan modification transactions and reviewed the terms of existing facilities to identify bases for accelerating the maturity of existing lending facilities.

If these conditions recur, it may be difficult for us to enter into a new credit or other

borrowing facility, obtain other financing to finance the growth of its investments, or refinance any outstanding indebtedness on acceptable economic terms, or at all.

The Advisor, the investment committee of the Advisor, CCG LP and their affiliates, officers, directors and employees may face certain conflicts of

As a result of our arrangements with CCG LP, the Advisor and the Advisors investment committee, there may be times when the

Advisor or such persons have interests that differ from those of our stockholders, giving rise to a conflict of interest.

loan modification transactions

and reviewed the terms of existing facilities to identify bases for accelerating the maturity of existing lending facilities.

If these conditions recur, it may be difficult for us to enter into a

new credit or other borrowing facility, obtain other financing to finance the growth of its investments, or refinance any outstanding indebtedness on acceptable economic terms, or at all.

The Adviser, the investment committee of the Adviser, Crescent and their affiliates, officers, directors and employees may face certain conflicts of

As a result of our arrangements with Crescent, the Adviser and the Advisers investment committee, there may be times when the

Adviser or such persons have interests that differ from those of our stockholders, giving rise to a conflict of interest.

The members of the

Advisors investment committee serve, or may serve, as officers, directors, members, or principals of entities that operate in the same or a related line of business as we do, or of investment funds, accounts, or investment vehicles managed by

CCG LP and/or its affiliates.

Similarly, CCG LP and its affiliates may have other clients with similar, different or competing investment objectives.

serving in these multiple capacities, they may have obligations to other clients or investors in those entities, the fulfillment of which may not be in the best interests of, or which may be adverse to the interests of, us or our stockholders.

example, CCG LP has, and will continue to have management responsibilities for other investment funds, accounts and investment vehicles.

There is a potential that we will compete with these funds, and other entities managed by CCG LP and its

affiliates, for capital and investment opportunities.

As a result, members of the Advisors investment committee who are affiliated with CCG LP will face conflicts in the allocation of investment opportunities among us, and other investment

funds, accounts and investment vehicles managed by CCG LP and its affiliates and may make certain investments that are appropriate for us but for which we receive a relatively small allocation or no allocation at all.

CCG LP intends to allocate

investment opportunities among eligible investment funds, accounts and investment vehicles in a manner that is fair and equitable over time and consistent with its allocation policy.

However, we can offer no assurance that such opportunities will be

allocated to us fairly or equitably in the short-term or over time and we may not be given the opportunity to participate in investments made by investment funds managed by CCG LP or its affiliates.

We expect that CCG LP and the Advisor will agree

with our Board that, subject to applicable law, allocations among us and other investment funds, accounts and investment vehicles managed by CCG LP will generally be made based on capital available for investment in the asset class being allocated

and the respective governing documents of such investment funds, accounts and investment vehicles.

We expect that available capital for our investments will be determined based on the amount of cash on-hand,

existing commitments and reserves, if any, the targeted leverage level, targeted asset mix and diversification requirements and other investment policies and restrictions set by our Board or as imposed by applicable laws, rules, regulations or

interpretations.

However, there can be no assurance that we will be able to participate in all investment opportunities that are suitable to us.

to the extent permitted by applicable law, we and our affiliates may own investments at different levels of a portfolio companys capital structure or otherwise own different classes of a portfolio companys securities, which may give rise

to conflicts of interest or perceived conflicts of interest.

Conflicts may also arise because decisions regarding our portfolio may benefit our affiliates.

Our affiliates may pursue or enforce rights with respect to one of its portfolio companies,

and those activities may have an adverse effect on us.

Principals and employees of CCG LP, the Advisor or their affiliates may, from time to time, possess

material non-public information, limiting our investment discretion .

The executive officers and directors,

principals and other employees of CCG LP, including members of the Advisors investment committee, may serve as directors of, or in a similar capacity with, portfolio companies in which we invest, the securities of which are purchased or sold

Advisers investment committee serve, or may serve, as officers, directors, members, or principals of entities that operate in the same or a related line of business as we do, or of investment funds, accounts, or investment vehicles managed by

Crescent and/or its affiliates.

Similarly, Crescent and its affiliates may have other clients with similar, different or competing investment objectives.

In serving in these multiple capacities, they may have obligations to other clients or investors in those entities, the fulfillment of which may not be in the

best interests of, or which may be adverse to the interests of, us or our stockholders.

For example, Crescent has, and will continue to have management responsibilities for other investment funds, accounts and investment vehicles.

potential that we will compete with these funds, and other entities managed by Crescent and its affiliates, for capital and investment opportunities.

As a result, members of the Advisers investment committee who are affiliated with Crescent

will face conflicts in the allocation of investment opportunities among us, and other investment funds, accounts and investment vehicles managed by Crescent and its affiliates and may make certain investments that are appropriate for us but for

which we receive a relatively small allocation or no allocation at all.

Crescent intends to allocate investment opportunities among eligible investment funds, accounts and investment vehicles in a manner that is fair and equitable over time and

consistent with its allocation policy.

However, we can offer no assurance that such opportunities will be allocated to us fairly or equitably in the short-term or over time and we may not be given the opportunity to participate in investments made

by investment funds managed by Crescent or its affiliates.

We expect that Crescent and the Adviser will agree with our Board that, subject to applicable law, allocations among us and other investment funds, accounts and investment vehicles managed

by Crescent will generally be made based on capital available for investment in the asset class being allocated and the respective governing documents of such investment funds, accounts and investment vehicles.

We expect that available capital for

our investments will be determined based on the amount of cash on-hand, existing commitments and reserves, if any, the targeted leverage level, targeted asset mix and diversification requirements and other

investment policies and restrictions set by our Board or as imposed by applicable laws, rules, regulations or interpretations.

However, there can be no assurance that we will be able to participate in all investment opportunities that are suitable

Further, to the extent permitted by applicable law, we and our affiliates may own investments at different levels of a portfolio companys

capital structure or otherwise own different classes of a portfolio companys securities, which may give rise to conflicts of interest or perceived conflicts of interest.

Conflicts may also arise because decisions regarding our portfolio may

benefit our affiliates.

Our affiliates may pursue or enforce rights with respect to one of its portfolio companies, and those activities may have an adverse effect on us.

Crescents principals and employees, the Adviser or their affiliates may, from time to time, possess material

non-public information, limiting our investment discretion .

Crescents executive officers and

directors, principals and other employees, including members of the Advisers investment committee, may serve as directors of, or in a similar capacity with, portfolio companies in which we invest, the securities of which are purchased or sold

on our behalf and may come into possession of material non-public information with respect to issuers in which we may be considering making an investment.

In the event that material non-public information is obtained with respect to such companies, or we become subject to trading restrictions under the internal trading policies of those companies, the policies of CCG LP or as a result of

applicable law or regulations, we could be prohibited for a period of time or indefinitely from purchasing or selling the securities of such companies, or we may be precluded from providing such information or other ideas to other funds affiliated

with CCG LP that might benefit from such information, and this prohibition may have an adverse effect on us.

with Crescent that might benefit from such information, and this prohibition may have an adverse effect on us.

Our management and incentive fee

structure may create incentives for the Advisor that are not fully aligned with our stockholders interests and may induce the Advisor to make speculative investments.

In the course of our investing activities, we will pay management and incentive fees to the Advisors.

structure may create incentives for the Adviser that are not fully aligned with our stockholders interests and may induce the Adviser to make speculative investments.

In the course of our investing activities, we will pay management and incentive fees to the Adviser.

We have entered into the Investment Advisory Agreement

with the Advisor that provides that these fees are based on the value of our gross assets (which includes assets purchased with borrowed amounts or other forms of leverage but excludes cash and cash equivalents), instead of net assets (defined as

with the Adviser that provides that these fees are based on the value of our gross assets (which includes assets purchased with borrowed amounts or other forms of leverage but excludes cash and cash equivalents), instead of net assets (defined as

total assets less indebtedness and before taking into account any incentive fees payable).

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including the costs of leverage, resulting in a lower rate of return than one might achieve if distributions were made on a gross basis.

Because our management fees are based on the value of our gross assets, incurrence of debt or the use of

leverage will increase the management fees due to the Advisor.

As such, the Advisor may have an incentive to use leverage to make additional investments.

In addition, as additional leverage would magnify positive returns, if any, on our portfolio,

the incentive fee would become payable to the Advisor (i.e., exceed the Hurdle Amount (as defined herein under the heading Income Incentive Fee )) at a lower average return on our portfolio.

Thus, if we incur additional leverage,

the Advisor may receive additional incentive fees without any corresponding increase (and potentially with a decrease) in the performance of our portfolio.

Additionally, under the incentive fee structure, the Advisor may benefit when capital gains are recognized and, because the Advisor will determine when to

sell a holding, the Advisor will control the timing of the recognition of such capital gains.

As a result of these arrangements, there may be times when the management team of the Advisor has interests that differ from those of our stockholders,

giving rise to a conflict.

Furthermore, there is a risk the Advisor will make more speculative investments in an effort to receive this payment.

PIK interest and OID would increase our pre-incentive fee net

investment income by increasing the size of the loan balance of underlying loans and increasing our assets under management and would make it easier for the Advisor to surpass the Hurdle Amount and increase the amount of incentive fees payable to

The part of the incentive fee payable to the Advisor relating to our net investment income is computed and paid on income that may include

interest income that has been accrued but not yet received in cash.

This fee structure may give rise to a conflict of interest for the Advisor to the extent that it encourages the Advisor to favor debt financings that provide for deferred interest,

rather than current cash payments of interest.

The Advisor may have an incentive to invest in deferred interest securities in circumstances where it would not have done so but for the opportunity to continue to earn the incentive fee even when the

issuers of the deferred interest securities would not be able to make actual cash payments to us on such securities.

This risk could be increased because, under the Investment Advisory Agreement, the Advisor is not obligated to reimburse us for

incentive fees it receives even if we subsequently incur losses or never receives in cash the deferred income that was previously accrued.

charged with protecting our interests by monitoring how the Advisor addresses these and other conflicts of interest associated with its services and compensation.

While our Board is not expected to review or approve each investment decision or

incurrence of leverage, our independent directors will periodically review the Advisors services and fees as well as its portfolio management decisions and portfolio performance.

In connection with these reviews, our independent directors will

consider whether the Advisors fees and expenses (including those related to leverage) remain appropriate.

We may invest, to the extent permitted by

law, in the securities and instruments of other investment companies, including private funds, and, to the extent it so invests, bear its ratable share of any such investment companys expenses, including management and performance fees.

also remain obligated to pay management and incentive fees to the Advisor with respect to the assets invested in the securities and instruments of other investment companies.

With respect to each of these investments, each of our stockholders bears

his or her share of the management and incentive fees of the Advisor as well as indirectly bearing the management and performance fees and other expenses of any investment companies in which we invest.

Conflicts of interest may be created by the valuation process for certain portfolio holdings.

We make many of our portfolio investments in the form of loans and securities that are not publicly traded and for which no market based price

quotation is available.

As a result, our Board will determine the fair value of these loans and securities in good faith as described below in The majority of our portfolio investments are recorded at fair value as determined in good

faith by our Board and, as a result, there may be uncertainty as to the value of our portfolio investments . Each of the interested members of our Board has an indirect pecuniary interest in the Advisor.

The participation of the

Advisors investment professionals in our valuation process, and the pecuniary interest in the Advisor by certain members of the our Board, could result in a conflict of interest as the Advisors management fee is based, in part, on the

value of our gross assets, and our incentive fees will be based, in part, on realized gains and realized and unrealized losses.

Conflicts may arise

related to other arrangements with CCG LP and the Advisor and other affiliates.

We have entered into a license agreement with CCG LP under which

CCG LP has agreed to grant us a non-exclusive, royalty-free license to use the name Crescent Capital. In addition, the Administration Agreement with the Administrator, an affiliate of CCG LP,

requires we pay to the Administrator our allocable portion of overhead and other expenses incurred by the Administrator in performing its obligations under the Administration Agreement, such as rent and our allocable portion of the cost of our chief

financial officer and chief compliance officer and their respective staffs.

In addition, the Advisor has entered into a Resource Sharing Agreement with CCG LP pursuant to which CCG LP provides the Advisor with the resources necessary to fulfill its

obligations under the Investment Advisory Agreement.

These agreements create conflicts of interest that the independent members of our Board will monitor.

For example, under the terms of the license agreement, we will be unable to preclude CCG LP

from licensing or transferring the ownership of the Crescent Capital name to third parties, some of whom may compete against us.

Consequently, it will be unable to prevent any damage to goodwill that may occur as a result of the

activities of CCG LP or others.

Furthermore, in the event the license agreement is terminated, we will be required to change our name and cease using Crescent Capital as part of our name.

Any of these events could disrupt our recognition

in the market place, damage any goodwill it may have generated and otherwise harm its business.

Our Investment Advisory Agreement was negotiated

with the Advisor and the Administration Agreement was negotiated with the Administrator, which are both our related parties.

The Investment

Advisory Agreement, and the Administration Agreement were negotiated between related parties (with the exception that certain terms of the Prior Investment Advisory Agreement that were negotiated with Alcentra Capital).

Consequently, their terms,

including fees payable to the Advisor, may not be as favorable to us as if they had been negotiated exclusively with an unaffiliated third party.

In addition, we may desire not to enforce, or to enforce less vigorously, its rights and remedies under

these agreements because of our desire to maintain our ongoing relationship with the Advisor, the Administrator and their respective affiliates.

Any such decision, however, could breach our fiduciary obligations to its stockholders.

The Advisor has limited liability and is entitled to indemnification under the Investment Advisory Agreement.

Under the Investment Advisory Agreement, the Advisor has not assumed any responsibility to us other than to render the services called for under that

The Advisor will not be responsible for any action of our Board in following or declining to follow the Advisors advice or recommendations.

Under the Investment Advisory Agreement the Advisor, its officers, managers, partners,

agents, employees, controlling persons, members and any other person or entity affiliated with the Advisor, including, without limitation, its general partner and the Administrator, and any person controlling or controlled by the Advisor will not be

liable to us, any of our subsidiaries, our directors, our stockholders or any subsidiarys stockholders or partners for acts or omissions performed in accordance with and pursuant to the Investment Advisory Agreement, except those resulting

from acts constituting gross negligence, willful misfeasance, bad faith or reckless disregard of the duties that the Advisor owes to us under the Investment Advisory Agreement.

In addition, as part of the Investment Advisory Agreement, we have

agreed to indemnify the Advisor and each of its officers, managers, partners, agents, employees, controlling persons, members and any other person or entity affiliated with the Advisor, including, without limitation, its general partner and the

Administrator, and hold them harmless from and against all damages, liabilities, costs and expenses (including reasonable attorneys fees and amounts reasonably paid in settlement) incurred by such party in or by reason of any pending,

threatened or completed action, suit, investigation or other proceeding (including an action or suit by or in the right of us or our security holders) arising out of or otherwise based upon the performance of any of the Advisors duties or

obligations under the Investment Advisory Agreement or otherwise as an investment adviser of us, except in respect of any liability to us or our security holders to which such party would otherwise be subject by reason of willful misfeasance, bad

faith or gross negligence in the performance of the Advisors duties or by reason of the reckless disregard of the Advisors duties and obligations under the Investment Advisory Agreement.

These protections may lead the Advisor to act in a

riskier manner when acting on our behalf than the Advisor would when acting for its own account.

Our ability to enter into transactions with our affiliates is restricted.

We are prohibited under the 1940 Act from participating in certain transactions with our affiliates without the prior approval of our independent directors

and, in some cases, the SEC.

We consider the Advisor and its affiliates, including CCG LP, to be our affiliates for such purposes.

In addition, any person that owns, directly or indirectly, 5% or more of our outstanding voting securities will be our

affiliate for purposes of the 1940 Act, and we are generally prohibited from buying or selling any security from or to such affiliate without the prior approval of our independent directors.

We consider the Advisor and its affiliates, including CCG

LP, to be our affiliates for such purposes.

The 1940 Act also prohibits certain joint transactions with certain of our affiliates, which could include investments in the same portfolio company, without prior approval of our independent

directors and, in some cases, of the SEC.

We are prohibited from buying or selling any security from or to any person who owns more than 25% of our voting securities or certain of that persons affiliates, or entering into prohibited joint

transactions with such persons, absent the prior approval of the SEC.

We may, however, invest alongside CCG LPs investment funds, accounts and

investment vehicles in certain circumstances where doing so is consistent with our investment strategy as well as applicable law and SEC staff interpretations or exemptive orders.

For example, we may invest alongside such investment funds, accounts

and investment vehicles consistent with guidance promulgated by the SEC staff to purchase interests in a single class of privately placed securities so long as certain conditions are met, including that CCG LP, acting on our behalf and on behalf of

such investment funds, accounts and investment vehicles, negotiates no term other than price.

We may also invest alongside CCG LPs investment funds, accounts and investment vehicles as otherwise permissible under regulatory guidance,

applicable regulations or exemptive orders and CCG LPs allocation policy.

If the Company is prohibited by applicable law from investing alongside CCG LPs investment funds, accounts and investment vehicles with respect to an investment

opportunity, we may not be able to participate in such investment opportunity.

This allocation policy provides that allocations among us and investment funds, accounts and investment vehicles managed by CCG LP and its affiliates will generally be

made pro rata based on capital available for investment, as determined, in our case, by our Board as well as the terms of our governing documents and those of such investment funds, accounts and investment vehicles.

It is our policy to base our

determinations on such factors as:

the amount of cash on-hand, existing commitments and reserves, if any, our targeted leverage level, our targeted asset mix and diversification requirements and other

investment policies and restrictions set by our Board or imposed by applicable laws, rules, regulations or interpretations.

We expect that these determinations will be made similarly for investment funds, accounts and investment vehicles managed by

However, we can offer no assurance that investment opportunities will be allocated to us fairly or equitably in the short-term or over time.

situations where co-investment with investment funds, accounts and investment vehicles managed by CCG LP is not permitted or appropriate, such as when there is an opportunity to invest in different securities

of the same issuer or where the different investments could be expected to result in a conflict between our interests and those of CCG LPs clients, subject to the limitations described in the preceding paragraph, CCG LP will need to decide

which client will proceed with the investment.

Similar restrictions limit our ability to transact business with our officers or directors or their affiliates.

These restrictions will limit the scope of investment opportunities that would otherwise

be available to us.

We, the Advisor and CCG LP have been granted exemptive relief from the SEC which permits greater flexibility to negotiate the terms

of co-investments if our Board determines that it would be advantageous for us to co-invest with investment funds, accounts and investment vehicles managed by CCG LP in

a manner consistent with our investment objectives, positions, policies, strategies and restrictions as well as regulatory requirements and other pertinent factors.

Because our management fees

are based on the value of our gross assets, incurrence of debt or the use of leverage will increase the management fees due to the Adviser.

As such, the Adviser may have an incentive to use

leverage to make additional investments.

In addition, as additional leverage would magnify positive returns, if any, on our portfolio, the incentive fee would become payable to the Adviser (i.e., exceed the Hurdle Amount (as defined herein under the

heading Incentive Fee )) at a lower average return on our portfolio.

Thus, if we incur additional leverage, the Adviser may receive additional incentive fees without any corresponding increase (and potentially with a decrease) in

the performance of our portfolio.

Additionally, under the incentive fee structure, the Adviser may benefit when capital gains are recognized and, because

the Adviser will determine when to sell a holding, the Adviser will control the timing of the recognition of such capital gains.

As a result of these arrangements, there may be times when the management team of the Adviser has interests that differ

from those of our stockholders, giving rise to a conflict.

Furthermore, there is a risk the Adviser will make more speculative investments in an effort to receive this payment.

PIK interest and OID would increase our

pre-incentive fee net investment income by increasing the size of the loan balance of underlying loans and increasing our assets under management and would make it easier for the Adviser to surpass the Hurdle

Amount and increase the amount of incentive fees payable to the Adviser.

The part of the incentive fee payable to the Adviser relating to our net

investment income is computed and paid on income that may include interest income that has been accrued but not yet received in cash.

This fee structure may give rise to a conflict of interest for the Adviser to the extent that it encourages the

Adviser to favor debt financings that provide for deferred interest, rather than current cash payments of interest.

The Adviser may have an incentive to invest in deferred interest securities in circumstances where it would not have done so but for

the opportunity to continue to earn the incentive fee even when the issuers of the deferred interest securities would not be able to make actual cash payments to us on such securities.

This risk could be increased because, under the Investment

Advisory Agreement, the Adviser is not obligated to reimburse us for incentive fees it receives even if we subsequently incur losses or never receives in cash the deferred income that was previously accrued.

Our Board is charged with protecting our interests by monitoring how the Adviser addresses these and other conflicts of interest associated with its services

and compensation.

While our Board is not expected to review or approve each investment decision or incurrence of leverage, our independent directors will periodically review the Advisers services and fees as well as its portfolio management

decisions and portfolio performance.

In connection with these reviews, our independent directors will consider whether the Advisers fees and expenses (including those related to leverage) remain appropriate.

We may invest, to the extent permitted by law, in the securities and instruments of other investment companies, including private funds, and, to the extent it

so invests, bear its ratable share of any such investment companys expenses, including management and performance fees.

We also remain obligated to pay management and incentive fees to the Adviser with respect to the assets invested in the

securities and instruments of other investment companies.

With respect to each of these investments, each of our stockholders bears his or her share of the management and incentive fees of the Adviser as well as indirectly bearing the management and

performance fees and other expenses of any investment companies in which we invest.

Conflicts of interest may be created by the valuation process

for certain portfolio holdings.

We make many of our portfolio investments in the form of loans and securities that are not publicly traded and for

which no market based price quotation is available.

As a result, our Board will determine the fair value of these loans and securities in good faith as described below in The majority of our portfolio investments are recorded at fair

value as determined in good faith by our Board and, as a result, there may be uncertainty as to the value of our portfolio investments . Each of the interested members of our Board has an indirect pecuniary interest in the Adviser.

participation of the Advisers investment professionals in our valuation process, and the pecuniary interest in the Adviser by certain members of the our Board, could result in a conflict of interest as the Advisers management fee is

based, in part, on the value of our gross assets, and our incentive fees will be based, in part, on realized gains and realized and unrealized losses.

Conflicts may arise related to other arrangements with Crescent and the Adviser and other affiliates.

We have entered into a license agreement with Crescent under which Crescent has agreed to grant us a non-exclusive,

royalty-free license to use the name Crescent Capital. In addition, the Administration Agreement with the Administrator, an affiliate of Crescent, requires we pay to the Administrator our allocable portion of overhead and other expenses

incurred by the Administrator in performing its obligations under the Administration Agreement, such as rent and our allocable portion of the cost of our chief financial officer and chief compliance officer and their respective staffs.

the Adviser has entered into a Resource Sharing Agreement with Crescent pursuant to which Crescent provides the Adviser with the resources necessary to fulfill its obligations under the Investment Advisory Agreement.

These agreements create

conflicts of interest that the independent members of our Board will monitor.

For example, under the terms of the license agreement, we will be unable to preclude Crescent from licensing or transferring the ownership of the Crescent

Capital name to third parties, some of whom may compete against us.

Consequently, it will be unable to prevent any damage to goodwill that may occur as a result of the activities of Crescent or others.

Furthermore, in the event the license

agreement is terminated, we will be required to change our name and cease using Crescent Capital as part of our name.

Any of these events could disrupt our recognition in the market place, damage any goodwill it may have generated and

otherwise harm its business.

Our Investment Advisory Agreement was negotiated with the Adviser and the Administration Agreement was

negotiated with the Administrator, which are both our related parties.

The Investment Advisory Agreement, and the Administration Agreement were

negotiated between related parties.

Consequently, their terms, including fees payable to the Adviser, may not be as favorable to us as if they had been negotiated exclusively with an unaffiliated third party.

In addition, we may desire not to

enforce, or to enforce less vigorously, its rights and remedies under these agreements because of our desire to maintain our ongoing relationship with the Adviser, the Administrator and their respective affiliates.

Any such decision, however, could

breach our fiduciary obligations to its stockholders.

The Adviser has limited liability and is entitled to indemnification under the Investment

Advisory Agreement.

Under the Investment Advisory Agreement, the Adviser has not assumed any responsibility to us other than to render the

services called for under that agreement.

The Adviser will not be responsible for any action of our Board in following or declining to follow the Advisers advice or recommendations.

Under the Investment Advisory Agreement the Adviser, its

officers, managers, partners, agents, employees, controlling persons, members and any other person or entity affiliated with the Adviser, including, without limitation, its general partner and the Administrator, and any person controlling or

controlled by the Adviser will not be liable to us, any of our subsidiaries, our directors, our stockholders or any subsidiarys stockholders or partners for acts or omissions performed in accordance with and pursuant to the Investment Advisory

Agreement, except those resulting from acts constituting gross negligence, willful misfeasance, bad faith or reckless disregard of the duties that the Adviser owes to us under the Investment Advisory Agreement.

In addition, as part of the Investment

Advisory Agreement, we have agreed to indemnify the Adviser and each of its officers, managers, partners, agents, employees, controlling persons, members and any other person or entity affiliated with the Adviser, including, without limitation, its

general partner and the Administrator, and hold them harmless from and against all damages, liabilities, costs and expenses (including reasonable attorneys fees and amounts reasonably paid in settlement) incurred by such party in or by reason

of any pending, threatened or completed action, suit, investigation or other proceeding (including an action or suit by or in the right of us or our security holders) arising out of or otherwise based upon the performance of any of the

Advisers duties or obligations under the Investment Advisory Agreement or otherwise as an investment adviser of us, except in respect of any liability to us or our security holders to which such party would otherwise be subject by reason of

willful misfeasance, bad faith or gross negligence in the performance of the Advisers duties or by reason of the reckless disregard of the Advisers duties and obligations under the Investment Advisory Agreement.

These protections may

lead the Adviser to act in a riskier manner when acting on our behalf than the Adviser would when acting for its own account.

Our ability to enter

into transactions with our affiliates is restricted.

We are prohibited under the 1940 Act from participating in certain transactions with our

affiliates without the prior approval of our independent directors and, in some cases, the SEC.

We consider the Adviser and its affiliates, including Crescent, to be our affiliates for such purposes.

In addition, any person that owns, directly or

indirectly, 5% or more of our outstanding voting securities will be our affiliate for purposes of the 1940 Act, and we are generally prohibited from buying or selling any security from or to such affiliate without the prior approval of our

independent directors.

We consider the Adviser and its affiliates, including Crescent, to be our affiliates for such purposes.

The 1940 Act also prohibits certain joint transactions with certain of our affiliates, which could include

investments in the same portfolio company, without prior approval of our independent directors and, in some cases, of the SEC.

We are prohibited from buying or selling any security from or to any person who owns more than 25% of our voting

securities or certain of that persons affiliates, or entering into prohibited joint transactions with such persons, absent the prior approval of the SEC.

We may, however, invest alongside Crescents investment funds, accounts and investment vehicles in certain circumstances where doing so is consistent

with our investment strategy as well as applicable law and SEC staff interpretations or exemptive orders.

For example, we may invest alongside such investment funds, accounts and investment vehicles consistent with guidance promulgated by the SEC

staff to purchase interests in a single class of privately placed securities so long as certain conditions are met, including that Crescent, acting on our behalf and on behalf of such investment funds, accounts and investment vehicles, negotiates no

term other than price.

We may also invest alongside Crescents investment funds, accounts and investment vehicles as otherwise permissible under regulatory guidance, applicable regulations or exemptive orders and Crescents allocation

If the Company is prohibited by applicable law from investing alongside Crescents investment funds, accounts and investment vehicles with respect to an investment opportunity, we may not be able to participate in such investment

This allocation policy provides that allocations among us and investment funds, accounts and investment vehicles managed by Crescent and its affiliates will generally be made pro rata based on capital available for investment, as

determined, in our case, by our Board as well as the terms of our governing documents and those of such investment funds, accounts and investment vehicles.

It is our policy to base our determinations on such factors as:

the amount of cash on-hand, existing commitments and reserves, if any, our targeted leverage level, our targeted asset mix and diversification requirements and other investment policies and restrictions set by our Board or imposed by

applicable laws, rules, regulations or interpretations.

We expect that these determinations will be made similarly for investment funds, accounts and investment vehicles managed by Crescent.

However, we can offer no assurance that investment

opportunities will be allocated to us fairly or equitably in the short-term or over time.

In situations where co-investment with investment funds, accounts

and investment vehicles managed by Crescent is not permitted or appropriate, such as when there is an opportunity to invest in different securities of the same issuer or where the different investments could be expected to result in a conflict

between our interests and those of Crescents clients, subject to the limitations described in the preceding paragraph, Crescent will need to decide which client will proceed with the investment.

Similar restrictions limit our ability to

transact business with our officers or directors or their affiliates.

These restrictions will limit the scope of investment opportunities that would otherwise be available to us.

We, the Adviser and Crescent have been granted exemptive relief from the SEC which permits greater flexibility to negotiate the terms of co-investments if our Board determines that it would be advantageous for us to co-invest with investment funds, accounts and investment vehicles managed by Crescent in a

manner consistent with our investment objectives, positions, policies, strategies and restrictions as well as regulatory requirements and other pertinent factors.

We believe that co-investment by us and

investment funds, accounts and investment vehicles managed by CCG LP may afford us additional investment opportunities and an ability to achieve a more varied portfolio.

investment funds, accounts and investment vehicles managed by Crescent may afford us additional investment opportunities and an ability to achieve a more varied portfolio.

Accordingly, our exemptive order permits us to invest with investment funds,

accounts and investment vehicles managed by CCG LP in the same portfolio companies under circumstances in which such investments would otherwise not be permitted by the 1940 Act.

accounts and investment vehicles managed by Crescent in the same portfolio companies under circumstances in which such investments would otherwise not be permitted by the 1940 Act.

The exemptive relief permitting

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co-investment transaction.

Our ability to sell or otherwise exit investments also invested in by other CCG

LP investment vehicles is restricted.

We may be considered affiliates with respect to certain of our portfolio companies because our affiliates,

which may include certain investment funds, accounts or investment vehicles managed by CCG LP, also hold interests in these portfolio companies and as such these interests may be considered a joint enterprise under the 1940 Act.

To the extent that

our interests in these portfolio companies may need to be restructured in the future or to the extent that we choose to exit certain of these transactions, our ability to do so will be limited.

We intend to seek exemptive relief in relation to

certain joint transactions;

Our ability to sell or otherwise exit investments also invested in by other

Crescent investment vehicles is restricted.

We may be considered affiliates with respect to certain of our portfolio companies because our

affiliates, which may include certain investment funds, accounts or investment vehicles managed by Crescent, also hold interests in these portfolio companies and as such these interests may be considered a joint enterprise under the 1940 Act.

extent that our interests in these portfolio companies may need to be restructured in the future or to the extent that we choose to exit certain of these transactions, our ability to do so will be limited.

We intend to seek exemptive relief in

relation to certain joint transactions;

however, there is no assurance that we will obtain relief that would permit us to negotiate future restructurings or other transactions that may be considered a joint enterprise.

We operate in an increasingly competitive market for investment opportunities, which could make it

difficult for us to identify and make investments that are consistent with our investment objectives.

A number of entities compete with us to make

the types of investments that we make and plan to make.

We compete with public and private funds, commercial and investment banks, commercial financing companies and, to the extent they provide an alternative form of financing, private equity and

Many of our competitors are substantially larger and have considerably greater financial, technical and marketing resources than we do.

For example, we believe some of our competitors may have access to funding sources that are not

available to us.

In addition, some of our competitors may have higher risk tolerances or different risk assessments, which could allow them to consider a wider variety of investments and establish more relationships than us.

Furthermore, many of our

competitors are not subject to the regulatory restrictions that the 1940 Act imposes on us as a BDC or the source-of-income, asset diversification and distribution

requirements we must satisfy to maintain our RIC qualification.

We operate in an increasingly competitive market for investment opportunities, which could make it difficult for us to identify and make investments

that are consistent with our investment objectives.

A number of entities compete with us to make the types of investments that we make and plan to

We compete with public and private funds, commercial and investment banks, commercial financing companies and, to the extent they provide an alternative form of financing, private equity and hedge funds.

Many of our competitors are

substantially larger and have considerably greater financial, technical and marketing resources than we do.

For example, we believe some of our competitors may have access to funding sources that are not available to us.

In addition, some of our

competitors may have higher risk tolerances or different risk assessments, which could allow them to consider a wider variety of investments and establish more relationships than us.

Furthermore, many of our competitors are not subject to the

regulatory restrictions that the 1940 Act imposes on us as a BDC or the source-of-income, asset diversification and distribution requirements we must satisfy to maintain

our RIC qualification.

The competitive pressures we face may have a material adverse effect on our business, financial condition, results of operations and cash flows.

As a result of this competition, we may

not be able to take advantage of attractive investment opportunities from time to time, and we may not be able to identify and make investments that are consistent with our investment objectives.

As a result of this competition, we may not be able to take advantage of

attractive investment opportunities from time to time, and we may not be able to identify and make investments that are consistent with our investment objectives.

With respect to the investments we make, we will not seek to compete based primarily on the interest rates we will offer, and we believe that some of our

5 unchanged sentences

increased risk of credit loss.

We may also compete for investment opportunities with investment funds, accounts and investment vehicles managed by CCG LP.

Although CCG LP will allocate opportunities in accordance with its policies and procedures,

allocations to such investment funds, accounts and investment vehicles will reduce the amount and frequency of opportunities available to us and may not be in the best interests of us and our stockholders.

Moreover, the performance of investments

will not be known at the time of allocation.

See The Advisor, the investment committee of the Advisor, CCG LP and their affiliates, officers, directors and employees may face certain conflicts of interest.

We may also compete for investment opportunities with investment funds, accounts and investment vehicles managed by Crescent.

Although Crescent will allocate opportunities in accordance with its policies and

procedures, allocations to such investment funds, accounts and investment vehicles will reduce the amount and frequency of opportunities available to us and may not be in the best interests of us and our stockholders.

Moreover, the performance of

investments will not be known at the time of allocation.

See The Adviser, the investment committee of the Adviser, Crescent and their affiliates, officers, directors and employees may face certain conflicts of interest.

We will be subject to corporate level income tax if we are unable to qualify as a RIC.

1 unchanged sentence

asset diversification and distribution requirements.

The distribution requirement for a RIC is satisfied if we distribute at least 90% of our net ordinary income and net short-term capital gains in excess of net long-term capital losses, if any, to

our stockholders on an annual basis.

We will be subject, to the extent we use debt financing, to certain asset coverage ratio requirements under the 1940 Act and financial covenants under loan and credit agreements that could, under certain

circumstances, restrict us from making distributions necessary to qualify as a RIC.

If we are unable to obtain cash from other sources, we may fail to qualify as a RIC and, thus, may be subject to corporate-level income tax.

To qualify as a RIC, we

must also meet certain asset diversification requirements at the end of each calendar quarter.

Failure to meet these tests may result in our having to dispose of certain investments quickly in order to prevent the loss of our qualifications as a

Because most of our investments will be in private or thinly traded public companies, any such dispositions could be made at disadvantageous prices and may result in substantial losses.

If we fail to qualify as a RIC for any reason and become

subject to corporate income tax, the resulting corporate taxes could substantially reduce our net assets, the amount of income available for distributions to our stockholders and the amount of funds available for new investments.

Such a failure

would have a material adverse effect on us and our stockholders.

An investment in our common stock presents an above average degree of risk.

The investments we make in accordance with our investment objective may result in a higher amount of risk than associated with alternative

investment options, and higher volatility or loss of principal.

Our investments in portfolio companies may be speculative and, therefore, an investment in our common stock may not be suitable for someone with lower risk tolerance.

In addition, our

common stock is intended for long-term investors who can accept the risks of investing primarily in illiquid loans and other debt or debt-like instruments and should not be treated as a trading vehicle.

The distribution requirement for a RIC is satisfied if we distribute at least 90% of our net ordinary income and net short-term capital gains

in excess of net long-term capital losses, if any, to our stockholders on an annual basis.

We will be subject, to the extent we use debt financing, to certain asset coverage ratio requirements

under the 1940 Act and financial covenants under loan and credit agreements that could, under certain circumstances, restrict us from making distributions necessary to qualify as a RIC.

If we are unable to obtain cash from other sources, we may fail

to qualify as a RIC and, thus, may be subject to corporate-level income tax.

To qualify as a RIC, we must also meet certain asset diversification requirements at the end of each calendar quarter.

Failure to meet these tests may result in our having

to dispose of certain investments quickly in order to prevent the loss of our qualifications as a RIC.

Because most of our investments will be in private or thinly traded public companies, any such dispositions could be made at disadvantageous

prices and may result in substantial losses.

If we fail to qualify as a RIC for any reason and become subject to corporate income tax, the resulting corporate taxes could substantially reduce our net assets, the amount of income available for

distributions to our stockholders and the amount of funds available for new investments.

Such a failure would have a material adverse effect on us and our stockholders.

We may need to raise additional capital.

We intend to access the capital markets periodically to issue debt or equity securities or borrow from financial institutions in order to obtain additional

capital to fund new investments and grow our portfolio of investments.

Unfavorable economic conditions could increase our funding costs, limit our access to the capital markets or result in a decision by lenders not to extend credit to us.

reduction in the availability of new capital could limit our ability to grow.

In addition, we will be required to distribute in respect of each taxable year at least 90% of our net ordinary income and net short-term capital gains in excess of net

long-term capital losses, if any, for such taxable year to our stockholders to maintain our qualification as a RIC.

intend to access the capital markets periodically to issue debt or equity securities or borrow from financial institutions in order to obtain additional capital to fund new investments and grow our portfolio of investments.

Unfavorable economic

conditions could increase our funding costs, limit our access to the capital markets or result in a decision by lenders not to extend credit to us.

A reduction in the availability of new capital could limit our ability to grow.

In addition, we will

be required to distribute in respect of each taxable year at least 90% of our net ordinary income and net short-term capital gains in excess of net long-term capital losses, if any, for such taxable year to our stockholders to maintain our

qualification as a RIC.

Amounts so distributed will not be available to fund new investments or repay maturing debt.

An inability on our part to access the

capital markets successfully could limit our ability to grow our business and execute our business strategy fully and could decrease our earnings, if any, which would have an adverse effect on the value of our securities.

Further, we may pursue growth through acquisitions or strategic investments in new businesses.

Completion and timing of any such acquisitions or strategic

investments may be subject to a number of contingencies and risks.

There can be no assurance that the integration of an acquired business will be successful or that an acquired business will prove to be profitable or sustainable.

Regulations governing our operation as a BDC affect our ability to, and the way in which we may, raise additional capital.

We may issue debt securities or preferred stock and/or borrow money from banks or other financial institutions, which we refer to collectively as senior

securities, up to the maximum amount permitted by the 1940 Act.

Under the provisions of the 1940 Act, we will be permitted as a BDC to issue senior securities in amounts such that our asset coverage ratio, as defined in the 1940 Act, equals at

least 200% (or 150% if certain disclosure and approval requirements are met) of our gross assets less all liabilities and indebtedness not represented by senior securities, after each issuance of senior securities.

If the value of our assets

declines, we may be unable to satisfy this test.

If that happens, we may be required to sell a portion of our investments at a time when such sales may be disadvantageous to us in order to repay a portion of its indebtedness.

If we issue senior

securities, we will be exposed to typical risks associated with leverage, including an increased risk of loss.

Furthermore, equity capital may be

difficult to raise because, subject to some limited exceptions we are not generally able to issue and sell our common stock at a price below NAV per share.

We may, however, sell our common stock, or warrants, options or rights to acquire shares of

our common stock, at a price below the then-current NAV per share of our common stock if the our Board determines that such sale is in our best interests, and if our stockholders, including a majority of those stockholders that are not affiliated

with us, approve such sale.

In any such case, the price at which our securities are to be issued and sold may not be less than a price that, in the determination of our Board, closely approximates the market value of such securities (less any

distributing commission or discount).

We do not currently have authorization from our stockholders to issue our common stock at a price below the then-current NAV per share.

An inability on our part to access the capital markets successfully could limit our ability to grow our business and execute our

business strategy fully and could decrease our earnings, if any, which would have an adverse effect on the value of our securities.

Further, we may

pursue growth through acquisitions or strategic investments in new businesses.

Completion and timing of any such acquisitions or strategic investments may be subject to a number of contingencies and risks.

There can be no assurance that the

integration of an acquired business will be successful or that an acquired business will prove to be profitable or sustainable.

governing our operation as a BDC affect our ability to, and the way in which we may, raise additional capital.

We may issue debt securities or

preferred stock and/or borrow money from banks or other financial institutions, which we refer to collectively as senior securities, up to the maximum amount permitted by the 1940 Act.

Under the provisions of the 1940 Act, we will be

permitted as a BDC to issue senior securities in amounts such that our asset coverage ratio, as defined in the 1940 Act, as amended, equals at least 150% of our gross assets less all liabilities and indebtedness not represented by senior securities,

after each issuance of senior securities.

If the value of our assets declines, we may be unable to satisfy this test.

If that happens, we may be required to sell a portion of our investments at a time when such sales may be disadvantageous to us in

order to repay a portion of its indebtedness.

If we issue senior securities, we will be exposed to typical risks associated with leverage, including an increased risk of loss.

Furthermore, equity capital may be difficult to raise because, subject to some limited exceptions we are not generally able to issue and sell our common stock

at a price below NAV per share.

We may, however, sell our common stock, or warrants, options or rights to acquire shares of our common stock, at a price below the then-current NAV per share of our common stock if our Board determines that such sale

is in our best interests, and if our stockholders, including a majority of those stockholders that are not affiliated with us, approve such sale.

In any such case, the price at which our securities are to be issued and sold may not be less than a

price that, in the determination of our Board, closely approximates the market value of such securities (less any distributing commission or discount).

We do not currently have authorization from our stockholders to issue our common stock at a price

below the then-current NAV per share.

Stockholders may be required to pay tax in excess of the cash they receive.

14 unchanged sentences

to tax on 100% of the fair market value of the dividend on the date the dividend is received by the stockholder in the same manner as a cash dividend, even though most of the dividend was paid in shares of common stock.

We may have difficulty paying our required distributions if it recognizes income before, or without, receiving cash representing such income.

federal income tax purposes, we will include in income certain amounts that we have not yet received in cash, such as the accretion of

This may arise if we receive warrants in connection with the making of a loan and in other circumstances, or through contracted PIK interest, which represents contractual interest added to the loan balance and due at the end of the loan term.

Such OID, which could be significant relative to our overall investment activities, or increases in loan balances as a result of contracted PIK arrangements, will be included in income before we receive any corresponding cash payments.

be required to include in income certain other amounts that we will not receive in cash.

Since in certain cases we may recognize income before or without receiving cash representing such income, we

may have difficulty meeting the requirement to distribute at least 90% of our net ordinary income and net short-term capital gains in excess of net long-term capital losses, if any, to maintain our qualification as a RIC.

In such a case, we may have

to sell some of our investments at times we would not consider advantageous, raise additional debt or equity capital or reduce new investment originations to meet these distribution requirements.

If we are not able to obtain such cash from other

sources, we may fail to qualify as a RIC and thus be subject to corporate-level income tax.

We may have difficulty paying our required distributions if we recognize income before, or without,

receiving cash representing such income.

federal income tax purposes, we will include in income certain amounts that we have not yet

received in cash, such as the accretion of OID.

This may arise if we receive warrants in connection with the making of a loan and in other circumstances, or through contracted PIK interest, which represents contractual interest added to the loan

balance and due at the end of the loan term.

any corresponding cash payments.

We also may be required to include in income certain other amounts that we will not receive in cash.

Since in certain

cases we may recognize income before or without receiving cash representing such income, we may have difficulty meeting the requirement to distribute at least 90% of our net ordinary income and net short-term capital gains in excess of net long-term

capital losses, if any, to maintain our qualification as a RIC.

In such a case, we may have to sell some of our investments at times we would not consider advantageous, raise additional debt or equity capital or reduce new investment originations to

meet these distribution requirements.

If we are not able to obtain such cash from other sources, we may fail to qualify as a RIC and thus be subject to corporate-level income tax.

We may be subject to withholding of U.

income tax on distributions for non-U.S.

Federal income tax on distributions for non-U.S.

stockholders.

Distributions by a RIC generally are treated as

dividends for U.S.

Distributions by a RIC generally are treated as dividends for U.S.

tax purposes, and will be subject to U.S.

income or withholding tax unless the stockholder receiving the dividend qualifies for an exemption from U.S.

tax, or the distribution is subject to one of the special look-through

rules described below.

Distributions paid out of net capital gains can qualify for a reduced rate of taxation in the hands of an individual U.S.

income or withholding tax unless the

stockholder receiving the dividend qualifies for an exemption from U.S.

tax, or the distribution is subject to one of the special look-through rules described below.

Distributions paid out of net capital gains can qualify for a reduced rate of

taxation in the hands of an individual U.S.

stockholder, and an exemption from U.S.

tax in the hands of a

Properly reported dividend distributions by RICs paid out of certain interest income (such

distributions, interest-related dividends) are generally exempt from U.S.

tax in the hands of a non-U.S.

Properly reported dividend distributions by RICs paid out of certain interest income (such distributions, interest-related dividends) are

generally exempt from U.S.

withholding tax for non-U.S.

1 unchanged sentence

Under such exemption, a non-U.S.

stockholder generally may receive interest-related dividends free of U.S.

stockholder generally may receive interest-related dividends free

withholding tax if the stockholder would not have been subject to U.S.

withholding tax if it had received the underlying interest income directly.

No assurance can be given as

to whether any of our distributions will be eligible for this exemption from U.S.

No assurance can be given as to whether any of our distributions will be eligible for this

exemption from U.S.

withholding tax or, if eligible, will be designated as such by us.

In particular, the exemption does apply to distributions paid in respect of a RICs non-U.S.

source interest income, its dividend income or its foreign currency gains.

source interest income,

its dividend income or its foreign currency gains.

In the case shares of our common stock held through an intermediary, the intermediary may withhold U.S.

federal income tax even if

we designate the payment as a dividend eligible for the exemption.

Also, because our common stock will be subject to significant transfer restrictions, and an investment in our common stock will generally be illiquid,

stockholders whose distributions on our common stock are subject to U.S.

federal income tax even if we designate the payment as a dividend eligible for the exemption.

Also, because our common stock will be subject to significant transfer restrictions, and an investment in our common stock will generally be illiquid, non-U.S.

stockholders whose distributions on our common

stock are subject to U.S.

withholding tax may not be able to transfer their shares of our common stock easily or quickly or at all.

We may retain income and capital gains in excess of what is permissible for excise tax purposes and such amounts will be subject to 4% U.S.

excise tax, reducing the amount available for distribution to stockholders.

We may retain some income and capital gains in the future, including

for purposes of providing it with additional liquidity, which amounts would be subject to the 4% U.S.

We may retain

income and capital gains in excess of what is permissible for excise tax purposes and such amounts will be subject to 4% U.S.

federal excise tax, reducing the amount available for distribution to stockholders.

We may retain some income and capital gains in the future, including for purposes of providing additional liquidity, which amounts would be subject to the 4%

federal excise tax.

1 unchanged sentence

See Item 1(c).

Description of BusinessRegulation as a Business Development CompanyTaxation as a RIC.

Our business may be

adversely affected if it fails to maintain its qualification as a RIC.

To maintain RIC tax treatment under the Code, we must meet the Annual

Distribution Requirement, 90% Income Test and Diversification Tests described below and defined and further described in Item 1(c).

Description of BusinessRegulation as a Business Development CompanyElection to Be Taxed as a

RIC . The Annual Distribution Requirement will be satisfied if we distribute dividends to our stockholders in respect of each taxable year of an amount generally at least equal to 90% of its investment company taxable income, determined

without regard to any deduction for distributions paid.

In this regard, a RIC may, in certain cases, satisfy the Annual Distribution Requirement by distributing dividends relating to a taxable year after the close of such taxable year under the

spillback dividend provisions of Subchapter M of the Code.

We will be subject to tax, at regular corporate rates, on any retained income and/or gains, including any short-term capital gains or long-term capital gains.

satisfy the Excise Tax Avoidance Requirement, which is an additional distribution requirement with respect to each calendar year in order to avoid the imposition of a 4% excise tax on the amount of any under-distribution.

Because we use debt

financing, we are subject to (i) an asset coverage ratio requirement under the 1940 Act and are subject to (ii) certain financial covenants under loan and credit agreements that could, under certain circumstances, restrict us from making

distributions necessary to satisfy the distribution requirements.

If we are unable to obtain cash from other sources, or chose or be required to retain a portion of our taxable income or gains, it could (i) be required to pay excise tax and

(ii) fail to qualify for RIC tax treatment, and thus become subject to corporate-level income tax on its taxable income (including gains).

Income Test will be satisfied if we earn at least 90% of its gross income each taxable year from distributions, interest, gains from the sale of stock or securities, or other income derived from the business of investing in stock or securities.

Diversification Tests will be satisfied if we meet certain asset diversification requirements at the end of each quarter of our taxable year.

To satisfy the Diversification Tests, at least 50% of the value of our assets at the close of each quarter

of each taxable year must consist of cash, cash equivalents (including receivables), U.S.

government securities, securities of other RICs, and other acceptable securities, and no more than 25% of the value of its assets can be invested in the

securities, other than U.S.

government securities or securities of other RICs, of one issuer, of two or more issuers that are controlled, as determined under applicable Code rules, by us and that are engaged in the same or similar or related trades

or businesses or of certain qualified publicly traded partnerships. Failure to meet these requirements may result in us having to dispose of certain investments quickly in order to prevent the loss of RIC status.

Because most of our

investments will be in private companies, and therefore will be relatively illiquid, any such dispositions could be made at disadvantageous prices and could result in substantial losses.

We may invest in certain debt and equity investments through taxable subsidiaries and the net taxable income

of these taxable subsidiaries will be subject to federal and state corporate income taxes.

We also may invest in certain foreign debt and equity investments that could be subject to foreign taxes (such as income tax, withholding, and value added

If we fail to maintain RIC tax treatment for any reason and are subject to corporate income tax, the resulting corporate taxes could substantially reduce our net assets, the amount of income available for distribution, and the amount of our

distributions.

Certain investors are limited in their ability to make significant investments in us.

Private funds that are excluded from the definition of investment company either pursuant to Section 3(c)(1) or 3(c)(7) of the 1940 Act are

restricted from acquiring directly or through a controlled entity more than 3% of our total outstanding voting stock (measured at the time of the acquisition).

Investment companies registered under the 1940 Act and BDCs, such as us, are also

currently subject to this restriction as well as other limitations under the 1940 Act that would restrict the amount that they are able to invest in our securities.

As a result, certain investors will be limited in their ability to make significant

investments in us at a time that they might desire to do so.

Description of BusinessRegulation as a Business Development

CompanyTaxation as a RIC.

Our business may be adversely affected if it fails to maintain its qualification as a RIC.

To maintain RIC tax treatment under the Code, we must meet the Annual Distribution Requirement, 90% Income Test and Diversification Tests described below and

defined and further described in Item 1(c).

Description of BusinessRegulation as a Business Development CompanyElection to Be Taxed as a RIC . The Annual Distribution Requirement will be satisfied if we distribute

dividends to our stockholders in respect of each taxable year of an amount generally at least equal to 90% of its investment company taxable income, determined without regard to any deduction for distributions paid.

In this regard, a RIC may, in

certain cases, satisfy the Annual Distribution Requirement by distributing dividends relating to a taxable year after the close of such taxable year under the spillback dividend provisions of Subchapter M of the Code.

We will be subject

to tax, at regular corporate rates, on any retained income and/or gains, including any short-term capital gains or long-term capital gains.

We must also satisfy the Excise Tax Avoidance Requirement, which is an additional distribution requirement

with respect to each calendar year in order to avoid the imposition of a 4% excise tax on the amount of any under-distribution.

Because we use debt financing, we are subject to (i) an asset coverage ratio requirement under the 1940 Act and are

subject to (ii) certain financial covenants under loan and credit agreements that could, under certain circumstances, restrict us from making distributions necessary to satisfy the distribution requirements.

If we are unable to obtain cash from

other sources, or chose or be required to retain a portion of our taxable income or gains, it could (i) be required to pay excise tax and (ii) fail to qualify for RIC tax treatment, and thus become subject to corporate-level income tax on

its taxable income (including gains).

The 90% Income Test will be satisfied if we earn at least 90% of its gross income each taxable year from

distributions, interest, gains from the sale of stock or securities, or other income derived from the business of investing in stock or securities.

The Diversification Tests will be satisfied if we meet certain asset diversification requirements at

the end of each quarter of our taxable year.

To satisfy the Diversification Tests, at least 50% of the value of our assets at the close of each quarter of each taxable year must consist of cash, cash equivalents (including receivables), U.S.

government securities, securities of other RICs, and other acceptable securities, and no more than 25% of the value of its assets can be invested in the securities, other than U.S.

government securities or securities of other RICs, of one issuer, of

two or more issuers that are controlled, as determined under applicable Code rules, by us and that are engaged in the same or similar or related trades or businesses or of certain qualified publicly traded partnerships. Failure to meet

these requirements may result in us having to dispose of certain investments quickly in order to prevent the loss of RIC status.

Because most of our investments will be in private companies, and therefore will be relatively illiquid, any such

dispositions could be made at disadvantageous prices and could result in substantial losses.

We may invest in certain debt and equity investments through

taxable subsidiaries and the net taxable income of these taxable subsidiaries will be subject to federal and state corporate income taxes.

We also may invest in certain foreign debt and equity investments that could be subject to foreign taxes (such

as income tax, withholding, and value added taxes).

If we fail to maintain RIC tax treatment for any reason and are subject to corporate income tax, the resulting corporate taxes could substantially reduce our net assets, the amount of income

available for distribution, and the amount of our distributions.

Certain investors are limited in their ability to make significant investments in

Private funds that are excluded from the definition of investment company either pursuant to Section 3(c)(1) or 3(c)(7) of

the 1940 Act are restricted from acquiring directly or through a controlled entity more than 3% of our total outstanding voting stock (measured at the time of the acquisition).

Investment companies registered under the 1940 Act and BDCs, such as us,

are also currently subject to this restriction as well as other limitations under the 1940 Act that would restrict the amount that they are able to invest in our securities.

As a result, certain investors will be limited in their ability to make

significant investments in us at a time that they might desire to do so.

The SEC has proposed Rule 12d1-4 under the 1940 Act.

Subject to certain conditions, proposed Rule 12d1-4

would provide an exemption to permit acquiring funds to invest in the securities of other registered investment companies and BDCs in excess of the limits currently prescribed by the 1940 Act.

Subject to certain conditions, proposed Rule

12d1-4 would provide an exemption to permit acquiring funds to invest in the securities of other registered investment companies and BDCs in excess of the limits currently prescribed by the 1940 Act.

Our business could be adversely affected in the event we default under our existing credit facilities or any future credit or other borrowing facility.

20 unchanged sentences

Our strategy involves a high degree of leverage.

We intend to continue to finance our investments with

borrowed money, which will magnify the potential for gain or loss on amounts invested and increases the risk of investing in us.

We intend to continue to finance our investments with borrowed money, which

will magnify the potential for gain or loss on amounts invested and increases the risk of investing in us.

The risks of investment in a highly leveraged fund include volatility and possible distribution restrictions.

The use of leverage magnifies the potential for gain or loss on amounts invested.

The use of leverage is generally considered a speculative

investment technique and increases the risks associated with investing in our securities.

However, we have borrowed from, and may in the future issue debt securities to, banks, insurance companies and other lenders.

Lenders of these funds have fixed

dollar claims on our assets that are superior to the claims of our common stockholders, and we would expect such lenders to seek recovery against our assets in the event of a default.

We may pledge up to 100% of our assets and may grant a security

interest in all of our assets under the terms of any debt instruments we may enter into with lenders.

In addition, under the terms of our credit facilities and any borrowing facility or other debt instrument we may enter into, we are likely to be

required to use the net proceeds of any investments that we sell to repay a portion of the amount borrowed under such facility or instrument before applying such net proceeds to any other uses.

If the value of our assets decreases, leveraging would

cause net asset value to decline more sharply than it otherwise would have had we not leveraged, thereby magnifying losses or eliminating our stake in a leveraged investment.

Similarly, any decrease in our revenue or income will cause our net income

to decline more sharply than it would have had we not borrowed.

Such a decline would also negatively affect our ability to make dividend payments on our common stock or preferred stock.

Our ability to service any debt will depend largely on our

financial performance and will be subject to prevailing economic conditions and competitive pressures.

In addition, our common stockholders will bear the burden of any increase in our expenses as a result of our use of leverage, including interest

expenses and any increase in the base management fee payable to the Advisor.

There can be no assurance that our business will generate sufficient cash

flow from operations or that future borrowings will be available to us under our credit facilities or otherwise in an amount sufficient to enable us to repay our indebtedness or to fund our other liquidity needs.

We may need to refinance all or a

portion of our indebtedness on or before it matures.

There can be no assurance that we will be able to refinance any of our indebtedness on commercially reasonable terms or at all.

If we cannot service our indebtedness, we may have to take actions

such as selling assets or seeking additional equity.

There can be no assurance that any such actions, if necessary, could be effected on commercially reasonable terms or at all, or on terms that would not be disadvantageous to stockholders or on

terms that would not require us to breach the terms and conditions of our existing or future debt agreements.

As a BDC, we are generally required to meet

a coverage ratio of total assets to total borrowings and other senior securities, which include all of our borrowings and any preferred stock that we may issue in the future, of at least 200%.

If this ratio declines below 200%, we will not be able

to incur additional debt and could be required to sell a portion of our investments to repay some debt when we are otherwise disadvantageous for us to do so.

This could have a material adverse effect on our operations, and we may not be able to make

distributions.

The amount of leverage that we employ will depend on the Advisors assessment of market and other factors at the time of any proposed borrowing.

We cannot assure stockholders that we will be able to obtain credit at all or on

terms acceptable to it.

The SBCAA, which was signed into law in March 2018, modifies the applicable section of the 1940 Act and decreases the asset coverage requirements applicable to BDCs from 200% to 150% (subject to either stockholder approval or

approval of both a majority of the board of directors and a majority of directors who are not interested persons).

On March 3, 2020, the Board, including a required majority (as such term is defined in Section 57(o) of the 1940

Act of the Board, approved the modified asset coverage requirements under the SBCAA.

As a result, the Companys asset coverage requirements for senior securities will be changed from 200% to 150%, effective as of March 3, 2021, unless

approved earlier by a vote of our stockholders, in which case the 150% minimum asset coverage ratio will be effective on the day after such approval.

As of December 31, 2019, our total outstanding indebtedness was $325.4 million and our

asset coverage ratio, computed in accordance with the 1940 Act, was 225%.

We are subject to risks associated with the current interest rate

environment, and to the extent we use debt to finance our investments, changes in interest rates may affect our cost of capital and net investment income.

Further, changes in LIBOR or its discontinuation may adversely affect the value of

LIBOR-indexed securities, loans, and other financial obligations or extensions of credit in our portfolio.

An increase in interest rates from

their comparatively low present levels may make it more difficult for our portfolio companies to service their obligations under the debt investments that we hold.

Rising interest rates could also cause portfolio companies to shift cash from other

productive uses to the payment of interest, which may have a material adverse effect on their business and operations and could, over time, lead to increased defaults.

In addition, concerns have been publicized that some of the member banks surveyed by the British Bankers Association (the BBA) in connection

with the calculation of LIBOR across a range of maturities and currencies may have been under-reporting or otherwise manipulating the inter-bank lending rate applicable to them in order to profit on their derivatives positions or to avoid an

appearance of capital insufficiency or adverse reputational or other consequences that may have resulted from reporting inter-bank lending rates higher than those they actually submitted.

A number of BBA member banks have entered into settlements

with their regulators and law enforcement agencies with respect to alleged manipulation of LIBOR, and investigations by regulators and governmental authorities in various jurisdictions are ongoing.

These developments may have adversely affected the

interest rates on securities, loans, and other financial obligations or extensions of credit whose interest payments were determined by reference to LIBOR.

Any future similar developments could, in turn, reduce the value of such instruments held by

or due to us.

In July 2017, the head of the United Kingdom Financial Conduct Authority (the FCA), which

regulates LIBOR, announced that the FCA will no longer persuade or compel banks to submit rates for the calculation of LIBOR after 2021.

Such announcement indicates that the continuation of LIBOR on the current basis cannot and will not be

guaranteed after 2021.

The use of leverage is

generally considered a speculative investment technique and increases the risks associated with investing in our securities.

However, we have borrowed from, and may in the future issue debt securities to, banks, insurance companies and other

Lenders of these funds have fixed dollar claims on our assets that are superior to the claims

of our common stockholders, and we would expect

such lenders to seek recovery against our assets in the event of a default.

We may pledge up to 100% of our assets and may grant a security interest in all of our assets under the terms of any debt instruments we may enter into with lenders.

addition, under the terms of our credit facilities and any borrowing facility or other debt instrument we may enter into, we are likely to be required to use the net proceeds of any investments that we sell to repay a portion of the amount borrowed

under such facility or instrument before applying such net proceeds to any other uses.

If the value of our assets decreases, leveraging would cause net asset value to decline more sharply than it otherwise would have had we not leveraged, thereby

magnifying losses or eliminating our stake in a leveraged investment.

Similarly, any decrease in our revenue or income will cause our net income to decline more sharply than it would have had we not borrowed.

Such a decline would also negatively

affect our ability to make dividend payments on our common stock or preferred stock.

Our ability to service any debt will depend largely on our financial performance and will be subject to prevailing economic conditions and competitive pressures.

addition, our common stockholders will bear the burden of any increase in our expenses as a result of our use of leverage, including interest expenses and any increase in the base management fee payable to the Adviser.

There can be no assurance that our business will generate sufficient cash flow from operations or that future borrowings will be available to us under our

credit facilities or otherwise in an amount sufficient to enable us to repay our indebtedness or to fund our other liquidity needs.

We may need to refinance all or a portion of our indebtedness on or before it matures.

There can be no assurance that

we will be able to refinance any of our indebtedness on commercially reasonable terms or at all.

If we cannot service our indebtedness, we may have to take actions such as selling assets or seeking additional equity.

There can be no assurance that

any such actions, if necessary, could be effected on commercially reasonable terms or at all, or on terms that would not be disadvantageous to stockholders or on terms that would not require us to breach the terms and conditions of our existing or

future debt agreements.

As a BDC, we are generally required to meet a coverage ratio of total assets to total borrowings and other senior securities,

which include all of our borrowings and any preferred stock that we may issue in the future, of at least 150%.

If this ratio declines below 150%, we will not be able to incur additional debt and could be required to sell a portion of our investments

to repay some debt when we are otherwise disadvantageous for us to do so.

This could have a material adverse effect on our operations, and we may not be able to make distributions.

The amount of leverage that we employ will depend on the

Advisers assessment of market and other factors at the time of any proposed borrowing.

We cannot assure stockholders that we will be able to obtain credit at all or on terms acceptable to it.

We are subject to risks associated with the current interest rate environment, and to the extent we use debt to finance our investments, changes in

interest rates may affect our cost of capital and net investment income.

Further, changes in LIBOR or its discontinuation may adversely affect the value of LIBOR-indexed securities, loans, and other financial obligations or extensions of credit in

our portfolio.

An increase in interest rates from their comparatively low present levels may make it more difficult for our portfolio companies to

service their obligations under the debt investments that we hold.

Rising interest rates could also cause portfolio companies to shift cash from other productive uses to the payment of interest, which may have a material adverse effect on their

business and operations and could, over time, lead to increased defaults.

In addition, concerns have been publicized that some of the member banks

surveyed by the British Bankers Association (the BBA) in connection with the calculation of LIBOR across a range of maturities and currencies may have been under-reporting or otherwise manipulating the inter-bank lending rate

applicable to them in order to profit on their derivatives positions or to avoid an appearance of capital insufficiency or adverse reputational or other consequences that may have resulted from reporting inter-bank lending rates higher than those

they actually submitted.

A number of BBA member banks have entered into settlements with their regulators and law enforcement agencies with respect to alleged manipulation of LIBOR, and investigations by regulators and governmental authorities in

various jurisdictions are ongoing.

These developments may have adversely affected the interest rates on securities, loans, and other financial obligations or extensions of credit whose interest payments were determined by reference to LIBOR.

future similar developments could, in turn, reduce the value of such instruments held by or due to us.

In July 2017, the head of the United Kingdom

Financial Conduct Authority (the FCA), which regulates LIBOR, announced that the FCA will no longer persuade or compel banks to submit rates for the calculation of LIBOR after 2021.

Such announcement indicates that the

continuation of LIBOR on the current basis cannot and will not be guaranteed after 2021.

It appears highly likely that LIBOR will be discontinued or modified by 2021.

Federal Reserve, in conjunction with the Alternative Reference Rates Committee of the Federal Reserve Board, a steering committee comprised

of large U.S.

Federal Reserve, in conjunction with the Alternative Reference Rates

Committee of the Federal Reserve Board, a steering committee comprised of large U.S.

financial institutions, is considering replacing U.S.

dollar LIBOR with a new index calculated by short-term repurchase agreements, backed by U.S.

Treasury securities (the Secured Overnight Financing Rate, or

It is currently unknown whether this or any other alternative reference rates will attain market acceptance as replacements for LIBOR.

securities (the Secured Overnight Financing Rate, or SOFR).

Although there have been a few issuances utilizing SOFR or the Sterling Over Night Index Average, an alternative reference rate that is based on transactions, it is

unknown whether this or any other alternative reference rates will attain market acceptance as replacements for LIBOR.

The unavailability of LIBOR presents risks to us, including the risk that any pricing or

adjustments to our investments resulting from a substitute reference rate may adversely affect our performance or NAV.

There is no definitive information regarding the future of LIBOR or of any particular replacement index rate.

potential effect of any such event on our cost of capital and net investment income cannot yet be determined.

There can be no assurance that all of the

LIBOR-indexed securities, loans, and other financial obligations or extensions of credit in which we are invested do or will include, or be amended to include, an alternative rate-setting methodology to be used in the event that LIBOR ceases to

In addition, any further changes or reforms to the determination or supervision of LIBOR may result in a sudden or prolonged increase or decrease in reported LIBOR, which could have an adverse impact on the market for or value of any LIBOR-

linked securities, loans, and other financial obligations or extensions of credit held by or due to us or on our overall financial condition or results of operations.

If LIBOR ceases to exist, we may need to renegotiate any credit agreements

extending beyond 2021 with our prospective portfolio companies that utilize LIBOR as a factor in determining the interest rate.

There is currently no definitive information regarding the future utilization of LIBOR or of any particular replacement

As such, the potential effect of any such event on our cost of capital and net investment income cannot yet be determined.

There can be no

assurance that all of the LIBOR-indexed securities, loans, and other financial obligations or extensions of credit in which we are invested do or will include, or be amended to include, an alternative rate-setting methodology to be used in the event

that LIBOR ceases to exist.

value of any LIBOR- linked securities, loans, and other financial obligations or extensions of credit held by or due to us or on our overall financial condition or results of operations.

To the extent we borrow money to make investments, our net investment income will depend, in part, upon the difference between the rate at which we borrow

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Accordingly, an increase in interest rates may result in an increase of the amount of our

pre-incentive fee net investment income, which could make it easier for us to meet or exceed the Hurdle Amount and, as a result, increase the in incentive fees payable to the Advisor.

pre-incentive fee net investment income, which could make it easier for us to meet or exceed the Hurdle Amount and, as a result, increase the in incentive fees payable to the Adviser.

It remains unclear whether the cessation of LIBOR will be delayed due to COVID-19 or what form any delay may take, and

there are no assurances that there will be a delay.

It is also unclear what the duration and severity of COVID-19 will be, and whether this will impact LIBOR transition planning.

COVID-19 may also slow regulators and others efforts to develop and implement alternative reference rates, which could make LIBOR transition planning more difficult, particularly if the cessation

of LIBOR is not delayed but an alternative reference rate does not emerge as industry standard.

In anticipation of the cessation of LIBOR, we may need to renegotiate credit facilities and any credit agreements extending beyond 2021 with our

prospective portfolio companies that utilize LIBOR as a factor in determining the interest rate or rely on certain fallback provisions that could cause interest rates to shift to a base rate plus a margin.

Any such renegotiations may have a material

adverse effect on our business, financial condition and results of operations, including as a result of changes in interest rates payable to us by our portfolio companies or payable by us under our credit facilities.

We are and may be subject to restrictions under our credit facilities and any future credit or other borrowing facility that could adversely impact our

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Any such outcomes would have a material adverse effect on our business, financial condition, results of operations and cash flows.

The majority of our portfolio investments are recorded at fair value as determined in good faith by

our Board and, as a result, there may be uncertainty as to the value of our portfolio investments.

Many of our portfolio investments are in the

form of loans and securities that are not publicly traded.

The fair value of loans, securities and other investments that are not publicly traded may not be readily determinable, and we will value these investments at fair value as determined in

good faith by our Board, including to reflect significant events affecting the value of our investments.

Most, if not all, of our investments (other than cash and cash equivalents) will be classified as Level 3 under the FASB Accounting

Standards Codification, Fair Value Measurements and Disclosures (ASC Topic 820).

This means that our portfolio valuations will be based on unobservable inputs and our own assumptions about how market participants would price the asset or liability

The majority of our portfolio investments are recorded at fair value as determined in good faith by our Board and, as a result, there may be uncertainty

as to the value of our portfolio investments.

Many of our portfolio investments are in the form of loans and securities that are not publicly

The fair value of loans, securities and other investments that are not publicly traded may not be readily determinable, and we will value these investments at

as determined in good faith by our Board, including to reflect significant events affecting the value of our investments.

Most, if not all, of our investments (other than cash and cash

equivalents) will be classified as Level 3 under the FASB Accounting Standards Codification, Fair Value Measurements and Disclosures (ASC Topic 820).

This means that our portfolio valuations will be based on unobservable inputs and our own

assumptions about how market participants would price the asset or liability in question.

We expect that inputs into the determination of fair value of our portfolio investments will require significant management judgment or estimation.

Even if observable market data are available, such information may be the result of

consensus pricing information or broker quotes, which include a disclaimer that the broker would not be held to such a price in an actual transaction.

The non-binding nature of consensus pricing and/or quotes

accompanied by disclaimers materially reduces the reliability of such information.

We retain the services of one or more independent service providers to review the valuation of these loans and securities.

However, the ultimate determination of fair

value will be made by our Board and not by such third-party valuation firm.

The types of factors that our Board may take into account in determining the fair value of our investments generally include, as appropriate, comparison to publicly-traded

securities including such factors as yield, maturity and measures of credit quality, the enterprise value of a portfolio company, the nature and realizable value of any collateral, the portfolio companys ability to make payments and its

earnings and discounted cash flow, the markets in which the portfolio company does business, changes in the interest rate environment and the credit markets generally that may affect the price at which similar investments may be made in the future,

comparisons to publicly traded companies, relevant credit market indices and other relevant factors.

Because such valuations, and particularly valuations

of private securities and private companies, are inherently uncertain, may fluctuate over short periods of time and may be based on estimates, our determinations of fair value may differ materially from the values that would have been used if a

ready market for these loans and securities existed.

Also, since these valuations are, to a large extent, based on estimates, comparisons and qualitative evaluations of private information, our fair valuation process could make it more difficult for

investors to accurately value our investments and could lead to undervaluation or overvaluation of our securities.

observable market data are available, such information may be the result of consensus pricing information or broker quotes, which include a disclaimer that the broker would not be held to such a price in an actual transaction.

The non-binding nature of consensus pricing and/or quotes accompanied by disclaimers materially reduces the reliability of such information.

We retain the services of one or more independent service providers to review

the valuation of these loans and securities.

However, the ultimate determination of fair value will be made by our Board and not by such third-party valuation firm.

The types of factors that our Board may take into account in determining the fair

value of our investments generally include, as appropriate, comparison to publicly-traded securities including such factors as yield, maturity and measures of credit quality, the enterprise value of a portfolio company, the nature and realizable

value of any collateral, the portfolio companys ability to make payments and its earnings and discounted cash flow, the markets in which the portfolio company does business, changes in the interest rate environment and the credit markets

generally that may affect the price at which similar investments may be made in the future, comparisons to publicly traded companies, relevant credit market indices and other relevant factors.

Because such valuations, and particularly valuations of private securities and private companies, are inherently uncertain, may fluctuate over short periods

of time and may be based on estimates, our determinations of fair value may differ materially from the values that would have been used if a ready market for these loans and securities existed.

Also, since these valuations are, to a large extent,

based on estimates, comparisons and qualitative evaluations of private information, our fair valuation process could make it more difficult for investors to accurately value our investments and could lead to undervaluation or overvaluation of our

In addition, the valuation of these types of securities may result in substantial write-downs and earnings volatility.

Also, privately

held companies frequently have less diverse product lines and smaller market presence than larger public competitors.

Our NAV could be adversely affected

if our determinations regarding the fair value of our investments were materially higher than the values that we ultimately realize upon the disposal of such loans and securities.

Further, our NAV as of a particular date may be materially greater

than or less than the value that would be realized if our assets were to be liquidated as of such date.

For example, if we were required to sell a certain asset or all or a substantial portion of our assets on a particular date, the actual price

that we would realize upon the disposition of such asset or assets could be materially less than the value of such asset or assets as reflected in our NAV.

Volatile market conditions could also cause reduced liquidity in the market for certain

assets, which could result in liquidation values that are materially less than the values of such assets as reflected in the NAV.

We will adjust

quarterly the valuation of our portfolio to reflect our Boards determination of the fair value of each investment in our portfolio.

Any changes in fair value are recorded in our statement of operations as net change in unrealized appreciation

or depreciation.

Also, privately held companies frequently have less diverse product lines and smaller market presence than larger

public competitors.

Our NAV could be adversely affected if our determinations regarding the fair value of our investments were materially higher than the

values that we ultimately realize upon the disposal of such loans and securities.

Further, our NAV as of a particular date may be materially greater than or less than the value that would be realized if our assets were to be liquidated as of such

For example, if we were required to sell a certain asset or all or a substantial portion of our assets on a particular date, the actual price that we would realize upon the disposition of such asset or assets could be materially less than the

value of such asset or assets as reflected in our NAV.

Volatile market conditions could also cause reduced liquidity in the market for certain assets, which could result in liquidation values that are materially less than the values of such assets

as reflected in the NAV.

We will adjust quarterly the valuation of our portfolio to reflect our Boards determination of the fair value of each

investment in our portfolio.

Any changes in fair value are recorded in our statement of operations as net change in unrealized appreciation or depreciation.

We may experience fluctuations in our quarterly operating results.

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may be subject to civil fines and criminal penalties.

Additionally, changes to the laws and regulations governing our operations, including those associated with

RICs, may cause us to alter our investment strategy in order to avail our self of new or different opportunities or result in the imposition of corporate-level taxes on us.

Such changes could result in material differences to the strategies and

plans set forth therein and may shift our investment focus from the areas of expertise of CCG LP to other types of investments in which CCG LP may have little or no expertise or experience.

Any such changes, if they occur, could have a material

adverse effect on our results of operations and the value of an investors investment.

If we invest in commodity interests in the future, the Advisor may determine not to use investment strategies that trigger additional regulation by the U.S.

Additionally, changes to the laws and regulations governing our operations, including those

associated with RICs, may cause us to alter our investment strategy in order to avail our self of new or different opportunities or result in the imposition of corporate-level taxes on us.

Such changes could result in material differences to the

strategies and plans set forth therein and may shift our investment focus from the areas of Crescents expertise to other types of investments in which Crescent may have little or no expertise or experience.

Any such changes, if they occur,

could have a material adverse effect on our results of operations and the value of an investors investment.

If we invest in commodity interests in the future, the Adviser may determine not to use investment strategies that trigger additional

regulation by the U.S.

Commodity Futures Trading Commission (CFTC) or may determine to operate subject to CFTC regulation, if applicable.

If we or the Advisor were to operate subject to CFTC regulation, we may incur additional expenses and would be subject to

additional regulation.

If we or the Adviser were to operate subject to CFTC regulation, we may incur additional expenses

and would be subject to additional regulation.

On March 23, 2018, the SBCAA was signed into law.

The SBCAA, among other things, modified the applicable provisions of the

1940 Act to reduce the required asset coverage ratio applicable to a BDC from 200% to 150% subject to certain approval, time and disclosure requirements (including either stockholder approval or approval of a required majority of its

board of directors).

On March 3, 2020, our board of directors, including a required majority of our board of directors, approved the application of the modified asset coverage requirement set forth in Section 61(a)(2) of the

1940 Act, as amended by the SBCAA.

As a result, effective on March 3, 2021 (unless we receive earlier stockholder approval), our asset coverage requirement applicable to senior securities will be reduced from 200% to 150% (i.e., the revised

regulatory leverage limitation permits BDCs to double the amount of borrowings, such that we would be able to borrow up to two dollars for every dollar we have in assets less all liabilities and indebtedness not represented by senior securities

issued by us), and the risks associated with an investment in us may increase.

In addition, on March 20, 2019, the SEC proposed a series of rule and form amendments pursuant to the SBCAA.

However, in the absence of final rules, the revisions

required under the SBCAA became self-implementing on March 24, 2019.

In the continued absence of transition guidance and through the effectiveness of the final rules, the appropriate mechanisms for implementing offering reform may remain in

The SBCAA, among other things, modified the

applicable provisions of the 1940 Act to reduce the required asset coverage ratio applicable to a BDC from 200% to 150% subject to certain approval, time and disclosure requirements.

On May 24, 2018, President Trump signed into law the Economic Growth, Regulatory Relief, and Consumer Protection Act, which increased from

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On May 30, 2018, the Federal Reserve Board voted to consider changes to the Volcker Rule that would loosen compliance requirements for all banks.

Further, there has been increasing commentary amongst regulators and intergovernmental institutions, including the Financial Stability Board and International

Monetary Fund, on the topic of so called shadow banking (a term generally taken to refer to credit intermediation involving entities and activities outside the regulated banking system).

We are an entity outside the regulated banking

system and certain of our activities may be argued to fall within this definition and, in consequence, may be subject to regulatory developments.

As a result, we and the Advisor could be subject to increased levels of oversight and regulation.

could increase costs and limit operations.

In an extreme eventuality, it is possible that such regulations could render our continued operation unviable and lead to our premature termination or restructuring.

On January 20, 2021, Mr.

Biden was inaugurated as President of the United States.

As a candidate, President Biden called for

significant policy changes and the reversal of several of the prior presidential administrations policies, including significant changes to U.S.

fiscal, tax, trade, healthcare, immigration, foreign, and government regulatory policy.

regard, there is significant uncertainty with respect to legislation, regulation and government policy at the federal level, as well as the state and local levels.

Recent events have created a climate of heightened uncertainty and introduced new and

difficult-to-quantify macroeconomic and political risks with potentially far-reaching implications.

There has been a

corresponding meaningful increase in the uncertainty surrounding interest rates, inflation, foreign exchange rates, trade volumes and fiscal and monetary policy.

To the extent the U.S.

Congress or the current presidential administration implements

changes to U.S.

tariff and import/export regulations may have a negative effect on our portfolio companies and, in turn, harm us.

There has been ongoing discussion and commentary regarding potential significant changes to U.S.

trade policies, treaties and tariffs.

administration, along with the U.S.

Congress, has created significant uncertainty about the future relationship between the United States and other countries with respect to trade policies, treaties and tariffs.

These developments, or the perception

that any of them could occur, may have a material adverse effect on global economic conditions and the stability of global financial markets, and may significantly reduce global trade and, in particular, trade between the impacted nations and the

United States.

Any of these factors could depress economic activity and restrict our portfolio companies access to suppliers or customers and have a material adverse effect on their business, financial condition and results of operations,

which in turn would negatively impact us.

The interest rates of our term loans to our portfolio companies that extend beyond 2021 might be subject

to change based on recent regulatory changes.

In July 2017, the head of the United Kingdom Financial Conduct Authority announced the desire to

phase out the use of LIBOR by the end of 2021.

Federal Reserve, in conjunction with the Alternative Reference Rates Committee, a steering committee comprised of large U.S.

financial institutions, is considering replacing U.S.

with the Secured Overnight Financing Rate, or SOFR, a new index calculated by short-term repurchase agreements, backed by Treasury securities.

Although there have been a few issuances utilizing SOFR or the Sterling Over Night Index Average, an

alternative reference rate that is based on transactions, it is unknown whether these alternative reference rates will attain market acceptance as replacements for LIBOR.

If LIBOR ceases to exist, we may need to renegotiate any credit agreements

extending beyond 2021 with our prospective portfolio companies that utilize LIBOR as a factor in determining the interest rate.

There is currently no definitive information regarding the future utilization of LIBOR or of any particular replacement

As such, the potential effect of any such event on our cost of capital and net investment income cannot yet be determined.

The United Kingdom referendum decision to leave the European Union may create significant risks and

uncertainty for global markets and our investments.

The decision made in the United Kingdom referendum to leave the European Union has led to

volatility in global financial markets, and in particular in the markets of the United Kingdom and across Europe, and may also lead to weakening in consumer, corporate and financial confidence in the United Kingdom and Europe.

The United Kingdom and

European Union announced in March 2018 an agreement in principle to transitional provisions under which European Union law would remain in force in the United Kingdom until the end of December 2020, but this remains subject to the successful

conclusion of an agreement between the United Kingdom and the European Union.

In the absence of such an agreement there would be no transitional provisions and the United Kingdom would exit the European Union and the relationship between the United

Kingdom and the European Union would be based on the World Trade Organization rules (a hard Brexit).

On October 28, 2019, the United Kingdom came to an agreement with the European Union to delay the deadline for withdrawal;

United Kingdom parliament did not approve the withdrawal agreement by January 31, 2020 and there was a hard Brexit on that date.

While it is not currently possible to determine the extent of the impact a hard Brexit may have on our investments,

certain measures are being proposed and/or will be introduced, at the European Union level or at the member state level, which are designed to minimize disruption in the financial market.

Notwithstanding the foregoing, the extent and process by which the United Kingdom will ultimately exit the European Union, and the longer term economic,

legal, political and social framework to be put in place between the United Kingdom and the European Union are unclear at this stage and are likely to lead to ongoing political and economic uncertainty and periods of exacerbated volatility in both

the United Kingdom and in wider European markets for some time.

In particular, the decision made in the United Kingdom referendum may lead to a call for similar referenda in other European jurisdictions which may cause increased economic volatility

and uncertainty in the European and global markets.

This volatility and uncertainty may have an adverse effect on the economy generally and on our ability, and the ability of our portfolio companies, to execute our respective strategies and to

receive attractive returns.

In particular, currency volatility may mean that our returns and the returns of our portfolio companies will be adversely

affected by market movements and may make it more difficult, or more expensive, for us to implement appropriate currency hedging.

Potential declines in the value of the British Pound and/or the euro against other currencies, along with the potential

downgrading of the United Kingdoms sovereign credit rating, may also have an impact on the performance of any of our portfolio companies located in the United Kingdom or Europe.

Our Board may change our investment objectives, operating policies and strategies without prior notice or stockholder approval.

Our Board has the authority, except as otherwise provided in the 1940 Act, to modify or waive certain of our investment objectives, operating policies and

strategies without prior notice and without stockholder approval.

policy, those changes may impact, among other things, the U.S.

and global economy, international trade and relations, unemployment, immigration, corporate taxes, healthcare, the U.S.

regulatory environment, inflation and other areas.

Further, there has been increasing commentary amongst regulators and intergovernmental institutions, including the Financial Stability Board and

International Monetary Fund, on the topic of so called shadow banking (a term generally taken to refer to credit intermediation involving entities and activities outside the regulated banking system).

We are an entity outside the

regulated banking system and certain of our activities may be argued to fall within this definition and, in consequence, may be subject to regulatory developments.

As a result, we and the Adviser could be subject to increased levels of oversight and

This could increase costs and limit operations.

In an extreme eventuality, it is possible that such regulations could render our continued operation unviable and lead to our premature termination or restructuring.

The United Kingdom referendum decision to leave the European Union may create significant risks and uncertainty for global markets and our investments.

On January 31, 2020, the United Kingdom (UK) officially withdrew from the European Union (EU) and the two sides

entered into a transition phase, where the UK effectively remained in the EU from an economic perspective, but no longer had any political representation in the EU parliament.

The transition period concluded on December 31, 2020, and EU law no

longer applies in the UK.

On December 30, 2020, the UK and the EU signed an EU-UK Trade and Cooperation

Agreement (UK/EU Trade Agreement), which went into effect on January 1, 2021 and sets out the foundation of the economic and legal framework for trade between the UK and the EU.

As the UK/EU Trade Agreement is a new legal framework,

the implementation of the UK/EU Trade Agreement may result in uncertainty in its application and periods of volatility in both the UK and wider European markets.

The UKs exit from the EU is expected to result in additional trade costs and

disruptions in this trading relationship.

Furthermore, there is the possibility that either party may impose tariffs on trade in the future in the event that regulatory standards between the EU and the UK diverge.

The terms of the future

relationship may cause continued uncertainty in the global financial markets, and adversely affect our ability, and the ability of our portfolio companies, to execute our respective strategies and to receive attractive returns.

In particular, currency volatility may mean that our returns and the returns of our portfolio companies will be adversely affected by market movements and may

make it more difficult, or more expensive, for us to implement appropriate currency hedging.

Potential declines in the value of the British Pound and/or the euro against other currencies, along with the potential downgrading of the UKs

sovereign credit rating, may also have an impact on the performance of any of our portfolio companies located in the UK or Europe.

In addition to the

effects on our investments in European issuers, the unavoidable uncertainties and events related to Brexit could negatively affect the value and liquidity of the our other investments, increase taxes and costs of business and cause volatility in

currency exchange rates and interest rates.

European, UK or worldwide political, regulatory, economic or market conditions and could contribute to instability in political institutions, regulatory agencies and financial markets.

Brexit could also

lead to legal uncertainty and politically divergent national laws and regulations as the new relationship between the UK and EU is further defined and as the UK determines which EU laws to replace or replicate.

In addition, Brexit could lead to

further disintegration of the EU and related political stresses (including those related to sentiment against cross border capital movements and activities of investors like us), prejudice to financial services businesses that are conducting

business in the EU and which are based in the UK, legal uncertainty regarding achievement of compliance with applicable financial and commercial laws and regulations in view of the expected steps to be taken pursuant to or in contemplation of

Any of these effects of Brexit, and others that cannot be anticipated, could adversely affect the Companys business, results of operations and financial condition.

Our Board may change our investment objectives, operating policies and strategies without prior notice

or stockholder approval.

Our Board has the authority, except as otherwise provided in the 1940 Act, to modify or waive certain of our investment

objectives, operating policies and strategies without prior notice and without stockholder approval.

However, absent stockholder approval, we may not change the nature of our business so as to cease to be, or withdraw our election as, a BDC.

Under Maryland law, we also cannot be

dissolved without prior stockholder approval.

We cannot predict the effect any changes to our current operating policies and strategies would have on our business, operating results and the market price of its common stock.

Nevertheless, any such

changes could adversely affect our business and impair our ability to make distributions to our stockholders.

The Advisor and the Administrator

each have the ability to resign on 60 days notice, and we may not be able to find a suitable replacement within that time, resulting in a disruption in operations that could adversely affect our financial condition, business and results of

The Advisor has the right under the Investment Advisory Agreement to resign as our investment adviser at any time upon not less than

60 days written notice, whether we have found a replacement or not.

Similarly, the Administrator has the right under the Administration Agreement to resign at any time upon not less than 60 days written notice, whether we have found a

replacement or not.

If the Adviser or the Administrator were to resign, we may not be able to find a new investment adviser or administrator, as applicable, or hire internal management with similar expertise and ability to provide the same or

equivalent services on acceptable terms within 60 days, or at all.

If we are unable to do so quickly, our operations are likely to experience a disruption, our financial condition, business and results of operations as well as our ability to pay

distributions to our stockholders are likely to be adversely affected and the market price of our shares may decline.

In addition, the coordination of our internal management and investment or administrative activities, as applicable, is likely to

suffer if we are unable to identify and reach an agreement with a single institution or group of executives having the expertise possessed by the Adviser and the Administrator, as applicable.

Even if we are able to retain a comparable service

provider or individuals performing such services are retained, whether internal or external, their integration and lack of familiarity with our investment objectives may result in additional costs and time delays that may adversely affect our

business, financial condition, results of operations and cash flows.

In addition, if the Advisor resigns or is terminated, we would lose the benefits of

our relationship with CCG LP, including the use of its communication and information systems, insights into our existing portfolio, market expertise, sector and macroeconomic views and due diligence capabilities, as well as any investment

opportunities referred to us by CCG LP, and we would be required to change our name, which may have a material adverse impact on its operations.

We are highly dependent on information systems, and systems failures or cyber-attacks could

significantly disrupt its business, which may, in turn, negatively affect the value of shares of our common stock and our ability to pay distributions.

Our business is highly dependent on the communications and information systems of CCG LP, to which we have access through the Administrator.

certain of these systems are provided to CCG LP by third-party service providers.

Any failure or interruption of such systems, including as a result of the termination of an agreement with any such third-party service provider, could cause delays or

What changed 10-K

Item 1A. Risk Factors