Investcorp Credit Management BDC, Inc. (ICMB) Earnings Call Transcript & Summary

Ladies and gentlemen, welcome to the Annual Meeting of the Stockholders of Investcorp Credit Management BDC, Inc. Today's meeting is a virtual-only live webcast. I am Michael Mauer, Chairman and CEO of the company, and I will be acting as Chair of this meeting. I am joined by Christopher Jansen, President and Secretary of the company; Rocco DelGuercio, Chief Financial Officer of the company; and Matthew Bannon, Treasurer of the company. Also present via telephone today are Julie Persily; Lee Shaiman; Thomas Sullivan, each of whom is an independent director of the company; Ruben Hearst of American Stock Transfer & Trust Company, LLC; Jim Norfleet of RSM US LLP, the company's independent registered public accounting firm; and Stephani Hildebrandt and Jeanne Waters of Eversheds Sutherland LLP, outside counsel to the company. Chris, will you please read the notice of the Annual Meeting of Stockholders that have been sent to all stockholders entitled to vote at this meeting?

Thank you, Mike. The notice reads as follows. Investcorp Credit Management BDC, Inc., 280 Park Avenue, 39th Floor, New York, New York 10017, (212) 257-5199. Notice of Annual Meeting of Stockholders to be held November 3, 2020. To the stockholders of Investcorp Credit Management BDC, Inc. The 2020 Annual Meeting of Stockholders (the "annual meeting") of Investcorp Credit Management BDC, Inc., a Maryland corporation (the "company"), will be held on November 3, 2020, at 10:00 a.m. Eastern Time for the following purposes: one, to elect 2 directors of the company nominated by the company's Board of Directors (the "Board") and named in this proxy statement, who will serve for 3 years or until his or her successor is elected and qualified; and two, to transact such other business as may properly come before the meeting, or any postponement or adjournment thereof. Due to the public health impact of the coronavirus or COVID-19 outbreak; and to support the health and well-being of our stockholders, service providers, personnel and other stakeholders, the annual meeting will be held solely on the Internet by virtual means. The Board, including the independent directors, unanimously recommends that you vote for the elections of the nominees named in the proposal 1 in this proxy statement. You have the right to receive notice of and to vote at the annual meeting if you were a stockholder of record at the close of business on September 15, 2020. Whether or not you expect to be virtually present at the meeting, please sign the enclosed proxy and return it promptly in the self-addressed envelope provided. As a registered stockholder, you may also vote your proxy electronically by telephone or over the Internet by following the instructions included with your proxy card. Instructions are shown on the proxy card. In the event there are not sufficient votes for a quorum or to approve any of the foregoing proposals at the time of the annual meeting, the annual meeting may be adjourned in order to permit further solicitation of the proxies by the company. If you have questions about the proposals or would like additional copies of the proxy statement, please contact our proxy solicitor, AST Fund Solutions LLC at (800) 755-7250. By order of the Board, Christopher E. Jansen, President and Secretary, New York, New York, September 24, 2020. I have here an affidavit sworn by me as Secretary of the company and duly signed stating that the notice as previously read has been mailed to each stockholder as required by the company's bylaws.

The affidavit is accepted.

In addition, resolutions were adopted by the Board of the company providing for the meeting to be held at this time and place and directing that notice be given as provided in the bylaws. The Board also fixed September 15, 2020, as the record date for determining persons entitled to notice of and to vote at the meeting. I have received a list of the company's stockholders as of the record date, which has been prepared in accordance with applicable law. I also have copies of the notice of this meeting, the proxy statement, the proxy card and the company's annual report on Form 10-K for the fiscal year ended June 30, 2020, each in form mailed to each stockholder shown on such list, together with the affidavit of AST Fund Solutions LLC, the company's mailing and tabulation agent, certifying the mailing of such proxy materials to all stockholders of record on the record date. Copies of each of these documents are available for inspection by stockholders during the course of the meeting online, under the "documents" section of the virtual meeting screen.

Thank you, Chris. Please file with the minutes of this meeting a copy of the notice you have read, together with the resolutions of the Board providing for the meeting to be held at this time and place and directing that notice be given as provided in the bylaws. Please also file with those documents the affidavit as to the mailing of the notice of the Annual Meeting of Stockholders. Before we begin the business of the meeting, let me explain the mechanics of conducting this virtual stockholder meeting. We have made available the rules of conduct of the meeting online through the virtual meeting website. We will conduct this meeting in accordance with these rules. Please note no audio or visual recording may be made of this live webcast. As noted in the rules, we will provide you an opportunity to ask questions regarding the proposals prior to the closing of the polls. [Operator Instructions] Ruben Hearst has been appointed as Inspector of Elections to count the ballots and report the results of the voting upon the closing of the polls at this meeting. Will the inspector please present a report of the number of shares present in person, by proxy or by attorney at this meeting so that we can determine whether a quorum is present?

Mr. Chairman, there are 13,894,635 shares entitled to vote as of the September 15, 2020, record date. The proxy committee, which is comprised of [ Robert DelGuercio ] and Christopher Jansen is acting as proxy and representative of the holders of 13,894,635 shares of the company's common stock. There are 8,859,690 shares present in person, by proxy or by attorney. Accordingly, a quorum is present.

Thank you, Mr. Hearst. On the basis of the reports of the Secretary and the Inspector of Elections, the Chairman finds that proper notice has been given and that a quorum is present. Accordingly, this meeting has been properly convened. The polls for voting on all matters are hereby open at this time, 10:12 a.m. November 3, 2020.

No stockholder nominations or proposals for business for this meeting have been filed.

Since no stockholder nominations or proposals were filed with the company Secretary in connection with this meeting, the business of this meeting is limited to the foregoing matters. The only order of business is a proposal to elect 2 directors as set forth in the proxy statement. The Board has nominated each of Julie Persily and Lee Shaiman as a director of the company to serve until the 2023 Annual Meeting of Stockholders or until his or her successor is duly elected and qualified. Julie Persily and Lee Shaiman presently are directors of the company. We refer to this proposal as the director nominees proposal. Information concerning the principal occupations and backgrounds of the nominees, their service with the company and other matters which may be of interest is contained in the proxy statement. At this time, I will be happy to answer any questions concerning the company or the director nominees proposal. [Operator Instructions] There are no questions at this time. I declare the polls, at 10:14 a.m. on November 3, 2020, are now open for all stockholders to vote on the proposal. The proxies will vote in accordance with instructions on the proxy card. All stockholders of the company entitled to vote at this meeting have the ability to do so online. If you are a stockholder entitled to vote and have not yet voted or if you want to change your previously cast vote, please do so via the website used to access this meeting. Please remember that, if you have already voted by proxy, it is not necessary to vote again. [Voting]

The polls, at 10:15 a.m. on November 3, 2020, are now closed. I now ask the inspector of election and ballots. Count all ballots and proxy. We will take an informal reset, during which the Inspector of Election will count the votes and prepare a certificate and report of the Inspector of Elections. I understand that the certificate and report of the Inspector of Elections is complete. Will the inspector please submit the report?

I submit the certificate and report of the Inspector of Election, which sets forth the voting results for director nominees proposal.

Thank you. The final results of the voting will be reported in a current report on Form 8-K that will be filed by the company with the Securities and Exchange Commission within 4 business days. The Secretary shall file the certificate and report of the Inspector of Elections with the records of the company. There being no further official business, I declare that the Annual Meeting of Stockholders of Investcorp Credit Management BDC, Inc. are hereby adjourned. I would like to thank you for attending this meeting and for your continued support of the company.

Ladies and gentlemen, this concludes today's conference call. Thank you for participating. You may now disconnect, and have a pleasant day.