UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

___________________________________

 

FORM 8-K

 

Current Report Pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): March 4, 2019 (March 4, 2019)

 

KCAP Financial, Inc.

(Exact name of registrant as specified in its charter)

 

Delaware 814-00735 20-5951150
(State or other jurisdiction  (Commission File Number)  (I.R.S. Employer Identification No.)
of incorporation)    

 

295 MADISON AVENUE

NEW YORK, NY 10017

(Address of principal executive offices and zip code)

 

Registrant’s telephone number, including area code: (212) 455-8300

 

Not applicable

______________________________________________
Former name or former address, if changed since last report

 

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

 

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

 

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

 

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

 

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

 

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth company ¨

 

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

 

 

 

 

 

Item 8.01. Other Events.

 

On March 4, 2019, KCAP Financial, Inc. (the “Company”) issued a press release announcing that the preliminary record date and the preliminary payment date for the $25 million, or approximately $0.67 per share, stockholder cash payment (the “Stockholder Payment”) from an affiliate of BC Partners Advisors, L.P. (“BCP”) to the Company’s stockholders are as of the close of business on March 29, 2019 (the “Preliminary Record Date”) and April 1, 2019 (the “Preliminary Payment Date”), respectively. The Preliminary Record Date and the Preliminary Payment Date are contingent on the closing of the externalization transaction described in the Company’s definitive proxy statement on Schedule 14A that was filed with the SEC on January 15, 2019 (the “Proxy Statement”), including the satisfaction of certain closing conditions, and are subject to change. As noted in the Proxy Statement, BCP will make the Stockholder Payment to the holders of record of the Company’s common stock (other than the Company or subsidiaries of the Company or BCP) immediately prior to the closing of the externalization transaction with BCP.

 

The full text of the press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.

 

Item 9.01. Financial Statements and Exhibits.

 

(d) Exhibits

 

Exhibit 99.1 Press Release dated March 4, 2019

 

 

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

Date:  March 4, 2019 KCAP Financial, Inc.
       
       
  By: /s/ Edward U. Gilpin
    Name:  Edward U. Gilpin
    Title: Chief Financial Officer

 

 

 

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