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): June 21, 2021

FIRST EAGLE ALTERNATIVE CAPITAL

BDC, INC.

(Exact name of registrant as specified in its charter)

500 Boylston St., Suite 1200,

Boston, MA 02116

(Address of principal executive offices)

Registrant’s telephone number, including area code (800) 450-4424

Securities registered pursuant to 12(b) of the Act:

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

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

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.  ☐

Upon approval of First Eagle Alternative Capital BDC, Inc.’s (the “Company”) stockholders at its annual meeting of stockholders (the “Annual Meeting”), which was held on June 17, 2021, the Company filed a certificate of amendment of its third amended and restated certificate of incorporation (the “Amendment”) to remove the ability of the continuing directors to remove any director for cause and allow stockholders to remove directors, with or without cause, by the vote of the holders of a majority of shares then entitled to vote.

A copy of the Amendment, as filed with the Delaware Secretary of State on June 21, 2021, is attached hereto as Exhibit 3.1 hereto and is incorporated herein by reference.

Further, on June 24, 2021, the Company’s Board of Directors authorized and approved the Third Amended and Restated By-Laws of the Company (the “Amended By-Laws”) to provide stockholders with the authority to amend the Company’s bylaws with the affirmative vote of at least a majority of all the then-outstanding shares of stock of the Company entitled to vote thereon, voting together as a single class. The Amended By-Laws are attached hereto as Exhibit 3.2 and are incorporated by reference herein.

(d) Exhibits.

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this Current Report on Form 8-K to be signed on its behalf by the undersigned hereunto duly authorized.

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