What the changes say
- Regulatory exposure broadened to CFTC and shadow-banking oversight, potentially increasing costs and limiting operations.
- The company added synthetic SRT investment risk, including no direct rights to reference assets or collateral.
- Tariff risk shifted from possible changes to significant changes already affecting portfolio companies and global trade.
- Below-NAV trading now expressly limits new equity issuance without stockholder and independent-director approval.
What changed since the prior 10-K
New
- NewRisks Relating to Our Business and Structure
CFTC regulation, if applicable. If we or the Adviser were to operate subject to CFTC regulation, we may incur additional expenses and would be subject to additional regulation
Potential CFTC and shadow-banking regulation could increase oversight and costs while limiting the company’s operations.
- NewRisks Relating to Our Investments
We may invest in significant risk transfer securities, or other similar synthetic instruments, issued by banks or other financial institutions
SRT and similar synthetic investments expose the company to reference-asset credit risk without direct enforcement, setoff, collateral, or holder remedies.
- NewRisks Relating to Our Common Stock
an increase in negative global media coverage relating to the private credit industry
Negative private-credit coverage could contribute to securities litigation, imposing substantial costs and diverting management attention.
Dropped
- DroppedRisks Relating to Our Business and Structure
We are an “emerging growth company” under the JOBS Act, and we cannot be certain if the reduced disclosure requirements applicable to emerging growth companies will make our common shares less attractive to investors
- DroppedRisks Relating to Our Investments
Changes in healthcare laws and other regulations applicable to some of our portfolio companies businesses may constrain their ability to offer their products and services
- DroppedRisks Relating to Our Common Stock
loss of a major funding source
Reworded
- 72% rewrittenRisks Relating to Our Common Stock
We incur significant costs as a result of being a publicly traded company
No substantive risk change; the company added a “General Risk Factors” section label.
- 49% rewrittenRisks Relating to Our Business and Structure
New or modified laws or regulations governing our operations may adversely affect our business
No substantive change; the risk continues to cover changing laws, regulations, interpretations, licenses, and penalties.
- 44% rewrittenRisks Relating to Our Business and Structure
Conflicts of interest may be created by the valuation process for certain portfolio holdings
The valuation adviser is now identified as the Board’s “Valuation Designee,” with updated references to valuation uncertainty and oversight.
- 24% rewrittenRisks Relating to Our Investments
Price declines and illiquidity in the corporate debt markets may adversely affect the fair value of our portfolio investments, reducing NAV through increased net unrealized depreciation
Valuation language now assigns fair-value determinations to the Valuation Designee and says the investment adviser considers external transaction pricing.
- 23% rewrittenRisks Relating to Our Common Stock
Our shares of common stock have traded at a discount from net asset value and may do so again, which could limit our ability to raise additional equity capital
The company now states that below-NAV trading generally prevents new share issuance at market price without stockholder and independent-director approval.
- 21% rewrittenRisks Relating to Our Business and Structure
Changes to United States tariff and import/export regulations may have a negative effect on our portfolio companies and, in turn, harm us
Tariff and trade-policy risk became more immediate: significant changes have recently occurred, rather than merely being under consideration.
All 92 risk factors
Headings as the filing states them, in filing order.
Risks Relating to Our Business and Structure
- 01Our Board may change our investment objectives, operating policies and strategies without prior notice or stockholder approval
- 02A failure on our part to maintain our status as a BDC may significantly reduce our operating flexibility
- 03We and the Adviser are subject to regulations and SEC oversight. If we or the Adviser fail to comply with applicable requirements, it may adversely impact our results relative to companies that are not subject to such regulations
- 04We are dependent upon key personnel of Crescent and the Adviser
- 05We may not replicate the historical performance achieved by Crescent
- 06We depend on Crescent to manage our business effectively
- 07As a result of our arrangements with Crescent, the Adviser and the Adviser’s 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
- 08Conflicts may arise related to other arrangements with Crescent and the Adviser and other affiliates
- 09Crescent’s principals and employees, the Adviser or their affiliates may, from time to time, possess material non-public information, limiting our investment discretion
- 10Our management and incentive fee 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
- 11The Adviser has limited liability and is entitled to indemnification under the Investment Advisory Agreement
- 12Our ability to enter into transactions with our affiliates is restricted
- 13Our ability to sell or otherwise exit investments also invested in by other Crescent investment vehicles is restricted
- 14Conflicts of interest may be created by the valuation process for certain portfolio holdings44% rewritten
- 15We 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
- 16Our ability to grow depends on our ability to raise capital
- 17Regulations governing our operation as a BDC affect our ability to, and the way in which we may, raise additional capital
- 18If we do not invest a sufficient portion of our assets in qualifying assets, we could fail to qualify as a BDC or be precluded from investing according to our current business strategy
- 19Our failure to make follow-on investments in our portfolio companies could impair the value of our portfolio
- 20preserve or enhance the value of our investment
- 21We will be subject to corporate level income tax if we are unable to qualify as a RIC
- 22Certain investors are limited in their ability to make significant investments in us
- 23We 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
- 24We may have difficulty paying our required distributions if we recognize income before, or without, receiving cash representing such income
- 25Our investments in OID and PIK interest income may expose us to risks associated with such income being required to be included in accounting income and taxable income prior to receipt of cash
- 26non-cash accruals that ultimately may not be realized, which the Adviser will be under no obligation to reimburse us or these fees; and
- 27Stockholders may be required to pay tax in excess of the cash they receive
- 28Our business could be adversely affected in the event we default under our existing credit facilities or any future credit or other borrowing facility
- 29We are and may be subject to restrictions under our credit facilities and any future credit or other borrowing facility that could adversely impact our business
- 30maintenance of a minimum level of stockholders’ equity
- 31Changes in interest rates may adversely affect the value of our portfolio investments which could have an adverse effect on our business, financial condition and results of operations
- 32We may be the target of litigation
- 33There is a risk that investors in our common stock may not receive dividends or that our dividends may not grow over time and that investors in our debt securities may not receive all of the interest income to which they are entitled
- 34The majority of our portfolio investments are recorded at fair value as determined in good faith by the Adviser as Valuation Designee subject to the oversight of our Board and, as a result, there may be uncertainty as to the value of our portfolio investments
- 35We will adjust quarterly the valuation of our portfolio to reflect 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
- 36New or modified laws or regulations governing our operations may adversely affect our business49% rewritten
- 37CFTC regulation, if applicable. If we or the Adviser were to operate subject to CFTC regulation, we may incur additional expenses and would be subject to additional regulationnew
- 38We are subject to risks related to corporate social responsibility
- 39We are subject to risks associated with artificial intelligence and machine learning technology
- 40Additionally, legislative or other actions relating to taxes could have a negative effect on us
- 41Changes to United States tariff and import/export regulations may have a negative effect on our portfolio companies and, in turn, harm us21% rewritten
- 42The lack of liquidity in our investments may adversely affect our business
- 43We may be obligated to pay the Adviser certain fees even if we incur a loss
- 44There is a risk that investors in our common shares may not receive distributions or that our distributions may not grow over time and that investors in our debt securities may not receive all of the interest income to which they are entitled
- 45We have not established any limit on the amount of funds we may use from available sources, such as borrowings, if any, to fund distributions (which may reduce the amount of capital we ultimately invest in assets)
- 46Our Adviser and Administrator each have the ability to resign on 120 days’ and 60 days’ notice, respectively, 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 operations
- 47As a public company, we are subject to regulations not applicable to private companies, such as provisions of the Sarbanes-Oxley Act. Efforts to comply with such regulations will involve significant expenditures, and such regulations may adversely affect us
- 48We may not be able to obtain all required state licenses
Risks Relating to Our Investments
- 49Price declines and illiquidity in the corporate debt markets may adversely affect the fair value of our portfolio investments, reducing NAV through increased net unrealized depreciation24% rewritten
- 50Our portfolio companies may be unable to repay or refinance outstanding principal on their loans at or prior to maturity, and rising interests rates may make it more difficult for portfolio companies to make periodic payments on their loans
- 51We will be subject to the risk that the debt investments we make in our portfolio companies may be repaid prior to maturity
- 52Inflation has adversely affected and may continue to adversely affect the business, results of operations and financial condition of our portfolio companies
- 53We typically invest in middle-market companies, which involves higher risk than investments in large companies
- 54Our investments may be risky and we could lose all or part of our investment
- 55We may invest in high yield debt, or below investment grade securities, which has greater credit and liquidity risk than more highly rated debt obligations
- 56Investments in equity securities, many of which are illiquid with no readily available market, involve a substantial degree of risk
- 57to the extent that the portfolio company requires additional capital and is unable to obtain it, we may not recover our investment; and
- 58generally, preferred security holders have no voting rights with respect to the issuing company, subject to limited exceptions
- 59We may be subject to risks associated with syndicated loans
- 60The disposition of our investments may result in contingent liabilities
- 61Our subordinated investments may be subject to greater risk than investments that are not similarly subordinated
- 62There may be circumstances in which our debt investments could be subordinated to claims of other creditors or we could be subject to lender liability claims
- 63We may hold the debt securities of leveraged companies
- 64Our portfolio companies may incur debt or issue equity securities that rank equally with, or senior to, our investments in such companies
- 65When we are a debt or minority equity investor in a portfolio company, we are often not in a position to exert influence on the entity, and other equity holders and management of the company may make decisions that could decrease the value of our investment in such portfolio company
- 66Our portfolio companies may be highly leveraged
- 67Our investments in foreign companies may involve significant risks in addition to the risks inherent in U.S. investments
- 68The due diligence process that the Adviser undertakes in connection with our investments may not reveal all the facts that may be relevant in connection with an investment
- 69We may be subject to risks under hedging transactions and may become subject to risk if we invest in non-U.S. securities
- 70We may not realize anticipated gains on the equity interests in which we invest
- 71We may invest in significant risk transfer securities, or other similar synthetic instruments, issued by banks or other financial institutionsnew
- 72Our investments in the consumer products and services sector are subject to various risks including cyclical risks associated with the overall economy
- 73Our investments in the financial services sector are subject to various risks including volatility and extensive government regulation
- 74Our investments in technology companies are subject to many risks, including volatility, intense competition, shortened product life cycles, litigation and periodic downturn risks
- 75The effect of global climate change may impact the operations of our portfolio companies
Risks Relating to Our Common Stock
- 76Investing in our common stock may involve an above average degree of risk
- 77Certain investors will be subject to Exchange Act filing requirements
- 78You may receive dividends in the form of common stock instead of cash, which could result in adverse tax consequences to you
- 79No stockholder approval is required for certain mergers
- 80Our shares of common stock have traded at a discount from net asset value and may do so again, which could limit our ability to raise additional equity capital23% rewritten
- 81The market price of our common stock may fluctuate significantly
- 82an increase in negative global media coverage relating to the private credit industrynew
- 83Common stockholders who participate in the distribution reinvestment plan may increase their risk of overconcentration
- 84Our stockholders will experience dilution in their ownership percentage if they opt out of our dividend reinvestment plan
- 85Our future credit ratings may not reflect all risks of an investment in our debt securities
- 86Provisions of the Maryland General Corporation Law and of the Charter and the Bylaws could deter takeover attempts and have an adverse effect on the price of our common stock
- 87We incur significant costs as a result of being a publicly traded company72% rewritten
- 88Economic recessions or downturns could impair our portfolio companies, and defaults by our portfolio companies will harm our operating results
- 89Adverse developments in the credit markets may impair our ability to enter into new debt financing arrangements
- 90We may experience fluctuations in our quarterly operating results
- 91We are dependent on information systems and systems failures could significantly disrupt our business, which may, in turn, negatively affect our liquidity, financial condition or results of operations
- 92Cybersecurity risks and cyber incidents may adversely affect our business by causing a disruption to our operations, a compromise or corruption of its confidential information and/or damage to its business relationships
Other Crescent Capital BDC 10-Ks
- 2025 10-K risk factors
92 risks. Regulatory and tax qualification risks dominate, including maintaining BDC and RIC status and meeting qualifying-asset requirements.
Filed Feb 19, 2025
About this page
Item 1A of the 10-K on EDGAR was split into its risk factors and, where the company's previous 10-K is on file, each heading was matched to last year's and the text compared word for word. The headings are the filing's own. The one-line readings and the overview were written by a language model from the text of the new, dropped, and rewritten risks; they refer to risks by position and cannot misquote a heading.