SecProbe.io

1

     March 20, 2015  Carl A. de Brito, Esq. Dechert LLP 1095 Avenue of the Americas New York, NY 10036  Re:  Crescent Capital BDC, Inc.
Registration Statement on Form 10 File Number: 000-55380
Dear Mr. de Brito:   On February 19, 2015, Crescent Capital BDC, Inc. (the “Fund”) filed a registration statement on
Form 10 (the “Registration Statement”).  Th e filing was made on a voluntary basis for the
purpose of registering common shares of the Fund’ s securities under the S ecurities Exchange Act
of 1934.  Based on our review of the Registration Statement, we have the following comments.
The captions used below correspond to the captions the Fund uses in its Registration Statement.
Please note, however, that the comments we give in  one section are applicab le to other sections
of the Registration Statement that contain si milar disclosure, unless otherwise indicated.

General

1. We note that portions of the Registration Statement are incomplete.  We may have
additional comments on such portions when  you complete them in a pre-effective
amendment, on disclosures made in response to this letter, on information supplied supplementally, or on exhibits added in any pre-effective amendments.

2. Please advise us if you have submitted or exp ect to submit an exemptive application or
no-action request in connection wi th your Registration Statement.

3. Please confirm that the Fund doe s not intend to issue debt s ecurities or preferred stock
within a year from the effective da te of the Registration Statement.

Explanatory Note

Page 1

4. The Registration Statement sets forth the following reason for filing the Registration
Statement on Form 10: “to permit [the Fund] to file an election to  be regulated as a

2
 business development company … to provide current public information to the
investment community.”   In other sections of  the Registration Statement, it is stated that
the Fund may seek to complete  an initial public offering of the Fund’s shares. Please
revise the statements in the Registration St atement describing the purpose of filing the
Registration Statement to accurately reflect th e reasons for the registration.  Furthermore,
in the appropriate section of the Registra tion Statement, please describe under what
circumstances, and subject to what conditi ons, the Fund would seek to complete the
Qualified IPO.  Please include appropriate ri sk disclosures that there are no assurances
that the Qualified IPO will take place and that  investors should not rely on a future public
offering as a liquidity option.  We  may have additional comments.

Item 1. Business.

General Development of Business
 Page 1

5. Please state in the opening paragraph of this section that the Fund’s private offering will
be conducted in reliance on an exemption from  the requirements of the U.S. Securities
Act of 1933.  In the appropriate section of th e Registration Statement, please discuss what
eligibility crite ria, including minimum commitment amount s, that potential  investors will
have to satisfy before being permitted to invest in shares.
6. It is stated that the Fund is expect ed to commence investment activities
contemporaneously with the initial closi ng of the Private Offering.  Are additional
closings contemplated by the private offeri ng? If so, how many such additional closings
are expected to occur and for what period of ti me after the Initial Closing? If applicable,
please describe briefly the mechanics of additional closings, including any true-up contributions that will have to be made by investors who buy shares in such additional
closings.

7. Please disclose if there is a commitment period applicable to an investor’s obligation to
contribute capital to the Fund, following which th e investor would be released from such
obligation. Disclose potential c onsequences of an investor’s failing to meet capital calls.
 Description of Business – General

Page 2

8. The section states that the Fund’s primary fo cus is investing in secured debt. Please
include additional disclosure if the Fund’s principal invest ment strategy contemplates
investments in “junk” bonds and include appr opriate risk disclosure (if applicable).

9. Please add disclosure if the F und’s principal strategies incl ude investments in original
issue discount securities. See Comment 17 below.

3
 Description of Business – Ge neral – Investment Adviser

Page 3
10. It is stated that the Fund’s adviser, CDBC Advisors, LLC is a registered investment
adviser under the Investment Advisers Ac t of 1940 (the “Advisers  Act”). In your
response letter, please explain whether such registration is forthcoming or provide the
entity’s CRD number in your response.
 Description of Business – General – Invest ment Advisory Agreement; Administration
Agreement; License Agreement

Page 3
11. With respect to the stated management fee wa iver to be agreed to by the Adviser, please
clarify in your respons e letter whether the fee waiver wi ll be reflected in the Investment
Advisory Agreement or in another form contr act to be attached as an exhibit to the
Registration Statement.  Please disclose whether the Advisor may be permitted to recoup waived amounts and, if applicable, whether recoupment is subject to any conditions.
Please disclose whether the waiver agr eement may be modified and under what
circumstances.
 Page 4
12. Please revise the description of the “catch-up”  feature of the incenti ve fee: the Adviser
receives 100% of pre-incentive fee net invest ment income until the Adviser has received
(i) 15% pre-IPO and (ii) 17.5% post-IPO of pr e-incentive fee net investment income, up
to the percentages stated in the second bullet point on the same page. After the Adviser is
fully “caught-up,” payments between the Fund and the Adviser of the pre-incentive fee
net investment income are divided according to the same percentages. Alternatively, you
may wish to refer to the bullet point  when describing the catch-up provision.

Page 5
13. The sentence immediately following the third bullet that describes th e first component of
the incentive fee states that the incentive fee calculations “are adjusted for any share
issuances or repurchases during the quarter.”  Please explain whether the Fund intends to
institute a share repurchase program, or if th at is not the case, please incl ude appropriate
language to clarify that re purchases will be effected  only in extremely limited
circumstances (and describe such circumstances).

14. The disclosure indicates that the Fund reim burses the Administrator for the allocable
portion of overhead incurred by the Administrator on the Fund’s behalf in performing its obligations under the Administration Agreem ent.  Disclose the methodology used to
allocate costs and expenses under the administ ration agreement.  In your response letter,

4
 please confirm that the Board ex ercises appropriate oversight with respect to the equity of
the allocation me thodology used.
 Page 6
15. In describing the relationship between the Fund and its Advisor, it is disclosed that “[t]he
Advisor maintains a contractual,  as opposed to a fiduc iary, relationship w ith us.”  Please
explain whether the investment advisory ag reement between the Fund and its Advisor
modifies the Advisor’s fiduciary duties under Section 206 of the Ad visers Act and as
interpreted in SEC v. Capital Gains Research Bureau
 (375 U.S. 180 (1963)).  We may
have additional comments.
 Description of Business – Organi zational and Operating Expenses

Page 8
16. In the opening sentence of the second paragraph of the section, please make clear that all
costs and expenses of the Fund’s operations, ad ministration and transactions are borne by
Unitholders.

Item 1A. Risk Factors.

General

17. In your response letter, please confirm the ex tent to which the F und will invest in PIK
securities.  Please discuss risks presented by investments in PIK securities. Please
specifically disclose that:
 a. the higher interest rates on PIK securities reflects the payment deferral and
increased credit risk associated with such  instruments and that such investments
generally represent a significantly hi gher credit risk than coupon loans.

b. even if accounting conditions were met, the borrower could still default when the
Fund’s actual collection is supposed to occu r at the maturity of the obligation.

c. PIK securities may have unreliable valuations because their continuing accruals
require continuing judgments about the co llectability of the deferred payments
and the value of any associated collateral.

d. PIK interest has the effect of generati ng investment income  and increasing the
incentive fees payable at a compounding rate. In addition, the deferral of PIK
interest also reduces the loan-t o-value ratio at a compounding rate.

e. PIK securities create the risk that incentiv e fees will be paid to the Advisor based
on non-cash accruals that ultimately may not be realized; disclose whether or not the Advisor will be under a ny obligation to reimburse the Fund for these fees.

5

18. Please disclose the risks associ ated with the lack of seconda ry market for and the general
lack of liquidity of the Fund’s shares.
19. Please disclose the risk of i nvestors failing to meet capital calls issued by the Fund and
discuss the risks to the Fund.
 Page 12
20. If the Fund plans to issue preferred shares within a year from the effectiveness of the
Registration Statement, please include additional disclosure of risks to holders of common stock in the event of a preferred shares offering.
 Page 23
21. Please revise the “Limited Operating History” heading to “No Operating History” as the
Fund has not commenced operations.
 Page 24
 22. Please revise the “Possible Inability to Re plicate Historical Results Achieved by
Crescent” heading and accompanying disclosu res to clearly state that there is no
guarantee that such results will  be replicated.  Please make  corresponding changes to the
disclosures in this section as well.
Page 28

23. Under the heading “Restricted Ability to Enter into Transactions with Affiliates,” please
explain the methodology of allocating invest ment opportunities when co-investments are
not permitted under the 1940 Act.
 Page 31
24. In the section titled “Potential Default or Othe r Issues Under the Credit Facility,” please
disclose the extent to which the lender can seek recourse against shareholders, for example if the facility is secured by sharehol ders’ obligations to contribute capital to the
Fund.  Please describe the terms of  the Credit Facility in Item 1.
 Page 41
25. In the section titled “Uncertainty Regarding the Deployment of Proceeds of this Private
Offering within the Contemplated Timefr ame,” please indicate what the indicated
timeframe is. In the appropriate section of the Registration Statement, please disclose that
the appropriate timeframe for a business de velopment company to deploy investment
proceeds is the earlier of  (i) two years after th e termination or comple tion of sales or (ii)

6
 two and one-half years after commencement of its public offering (See Guide 1 to Form
N-2).

*     *     *     *     *     *

You are reminded that the burden of full and fair disclosure re sts with each registrant, its
counsel, and others engaged in th e preparation of the Registration Statement. As a matter of law,
this burden cannot be shifted to  the Commission or its staff.
  Notwithstanding our comments, please furn ish a letter with respect to the Fund
acknowledging that:

 the Fund is responsible for the adequacy and accuracy of the disclosure in its
filings;

 should the Commission or the staff, acting pursuant to delegate d authority, declare
the filing effective, it does not forecl ose the Commission from taking any action
with respect to the filing;

 the action of the Commission or the staff, acting pursuant to dele gated authority, in
declaring the filing effective,  does not relieve the Fund fr om full responsibility for
the adequacy and accuracy of the disclosure in the filings;

 the Fund may not assert this action as a defense in any proceeding initiated by the
Commission or any person under the Federal securities laws of  the United States.
         In addition, please be advised th at the Division of Enforcement has access to all
information you provide the staff of  the Division of Investment Management in connection with
our review of your filing or in response to our comments on your filing.

Please respond to this letter in the form of  a pre-effective amen dment for the Fund.
Please respond to all comment letters in a letter  filed in the form of EDGAR correspondence.
Where no changes will be made in response to a comment, please so state in your letter and
explain the basis for your posi tion.  The staff may have furthe r comments after reviewing your
responses.

 Should you have any questions regarding this  letter, please contac t me at (202) 551-
6908.
Sincerely,
         / s /  A s e n  P a r a c h k e v o v
Attorney Adviser