Item 7.01. Regulation FD Disclosure.
As part of the annual governance review by First Eagle Alternative Capital BDC,
Inc.'s (the "Company's") Board of Directors (the "Board") in 2017, the Board
reviewed the Company's Second Amended Certificate of Incorporation (the "Second
Amended Certificate") to confirm that the provisions therein are consistent with
the Delaware General Corporation Law ("DGCL"). In connection with such review,
the Board determined that it was necessary to clarify the procedures by which a
director may be removed by a stockholder vote and whether a director may be
removed by the Board by adopting an amendment removing Section 5.4 from our
Second Amended Certificate.
At the Company's 2018 annual meeting of stockholders (the "2018 Annual
Meeting"), stockholders were asked to approve amendments to the certificate of
incorporation to revise Section 5.4 in order to remove any inconsistency with
the DGCL. Although the proposed amendment did not receive a vote of the
requisite majority of outstanding shares necessary to amend the Second Amended
Certificate under Delaware law, the Company stated its proxy statement that if
the amendment was not approved "our stockholders will continue to be entitled to
the ability to remove any or all of our directors by a vote of a majority of
shares entitled to vote at an election of directors." The Company's shelf
registration statement on Form N-2 filed on May 22, 2020 also explained that
"[u]nder Delaware law and our certificate of incorporation, directors may be
removed with or without cause by the affirmative vote of the holders of a
majority of the then outstanding shares of our capital stock entitled to vote."
The Company filed a Third Amended and Restated Certificate of Incorporation (the
"Third Amended Certificate") on August 3, 2020 to facilitate its name change
from "THL Credit, Inc." to "First Eagle Alternative Capital BDC, Inc." The Third
Amended Certificate was otherwise identical to the Second Amended Certificate.
Stockholder Joseph Tola ("Plaintiff") filed a lawsuit on October 20, 2020 in the
Court of Chancery of the State of Delaware against the Company and the Board on
behalf of a putative class of the Company's stockholders. The lawsuit is
captioned Joseph Tola v. First Eagle Alternative Capital BDC, Inc., C.A. No.
2020-0905-SG (Del. Ch.). Plaintiff sought a declaratory judgment that
Section 5.4 of the Third Amended Certificate violated Section 141(k) of the DGCL
and other principles of Delaware law. Plaintiff filed a motion for summary
judgment on November 10, 2020. Since the Board had already identified this issue
and sought to remedy it through the 2018 Annual Meeting proxy process, the
Company believes the claims in this lawsuit lack merit and filed a cross-motion
for summary judgment on November 19, 2020.
Although the Company believes that no further action was required or necessary,
on December 3, 2020, the Company nonetheless, in order to avoid the uncertainty
and expense of litigation, stated in a recent amendment to its shelf
registration statement on Form N-2 to provide additional clarity that "the Board
has determined that it will not enforce [the provisions of Section 5.4 of the
Third Amended Certificate] because they are inconsistent with Delaware's
corporation law. Therefore, our stockholders have the right to remove any or all
of our directors by a vote of a majority of the outstanding shares of our
capital stock entitled to vote and have the right to amend our bylaws as
provided pursuant to Delaware's corporation law and our bylaws, and our
continuing directors will not have the right to remove other directors." The
Company further informed Plaintiff that it intends to again submit a proposal to
stockholders to remove Section 5.4 at its 2021 annual meeting.
Plaintiff filed a stipulated dismissal of the lawsuit on December 31, 2020,
which was granted on January 4, 2021. The lawsuit has now been dismissed. The
Company has agreed to pay $50,000.00 to Plaintiff's counsel for attorneys' fees
and expenses in full satisfaction of Plaintiff's claim for attorneys' fees and
expenses in the action brought on behalf of the Company's stockholders. The
Court has not been asked to review, and will pass no judgment on, the payment of
attorneys' fees or their reasonableness.
Further information about the proposed amendment will be provided in the
Company's forthcoming proxy statement for the 2021 annual meeting of
stockholders.
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FIRST EAGLE ALTERNATIVE CAPITAL BDC, INC. 
